Terms of Use

1. Definitions

   1. In these Terms of Use, unless the context otherwise requires, the following terms shall have the respective meanings indicated:

      "Account" means the User Account assigned to User upon registration pursuant to Clause 4;

      "Confidential Information" includes, but is not limited to, trade secrets, personal data, intellectual property rights, and any information that should be reasonably be recognised as confidential information;

      "Content" includes, but is not limited to, texts, photographs, images, illustrations, audio clips, video clips, files, photographs, logo's, slogans or any other material that is published on the Website or any other website;

      "Funding Agreement" means all contracts and related documents that User shall enter into for any transaction that User participates as a Fund Seeker.;

      "Intellectual Property Rights" includes, but is not limited to, service marks, trade marks, copyrights, trade and business names, rights in the nature of unfair competition rights and rights to sue for passing off, trade secrets, confidentiality, know-how and information used in or relating to the Services, the benefit of all licences, permissions and rights given or granted to Seedin by third parties;

      "Seedin", "Our", "Us" or "We" refers to Seedin Technology Inc. (SEC No. CS201717259), a company incorporated in the Philippines;

      "Seedin Data" means Seedin's trade secrets, confidential information, intellectual property rights, and such other information that is proprietary to Seedin;

      "Participation Agreement" means all contracts and related documents that User shall enter into for any transaction that User participates as an Investor;
      

      "Personal data" refers to any data, whether true or not, about an individual who can be identified (a) from that data or (b) from that data and other information that We have or are likely to have access, including data in Our records as may be updated from time to time. Such data includes names, addresses, telephone numbers, email addresses, bank account details;
      

      "Purpose" means the provision of the Services by Seedin to Users.

      "Services" means the Business Financing Platform provided by Seedin through the Website, offline or through such other means as is necessary to facilitate the Services;

      "Trade Secrets" refers to ideas, know how, show how, methods, techniques or processes that derives independent economic value from not being generally known to, and not being readily accessible persons who can obtain economic value from its disclosure or use.

      "User", " You " or "Your" refers to the person using the Website whether as a visitor or as a registered member;

      "User Data" includes, but is not limited to, User's personal information (confidential or otherwise), trade secrets and know how, User's business, trade and financial information and such other information that is proprietary to User;

      "Website" means this website: www.seedinph.tech

   2. In these Terms of Use:

      1. words importing the plural shall, except where the context otherwise requires, include the singular and vice versa;
      2. references to the masculine gender shall include the feminine or neuter genders and vice versa; and
      3. references to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require, and their respective successors in title and assigns.
2. Introduction
   1. Your use of this Website shall be governed by these Terms of Use (the "Terms of Use"). By using the Services, You agree to be bound by these Terms of Use, Our Privacy Policy, and all applicable laws governing the same. By accessing the Website, You unconditionally accept the present Terms of Use in their entirety, and such Terms of Use shall become the basis of the User Agreement between You and Seedin.
   2. We may amend the Terms of Use at any time by posting a revised version of the Terms of Use (the "Revised Terms") on the Website. Such Revised Terms shall be effective immediately upon posting. You should check these Terms of Use periodically for, and read carefully, any such Revised Terms. Your access to or continued use of the Website and Services after the effective date of the Revised Terms constitutes Your acceptance of the Revised Terms.
   3. If a material change is made, We may notify You by email, a notice on the Website, or at such other places We deem appropriate. A "material change" will be determined at Our sole discretion, in good faith, using common sense and reasonable judgment.
   4. In the event of any conflict between the current version of these Terms of Use and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
   5. In the event that You should participate in any transaction, whether as a Fund Seeker or Investor, these Terms of Use shall be deemed to be incorporated into the Funding Agreement or Participation Agreement that You are a party to. In the event of any conflict or inconsistency between these Terms of Use and the Funding Agreement or Participation Agreement, the terms of the Funding Agreement or Participation Agreement (as the case may be) shall prevail.
3. Acknowledgement of Acceptance
   1. By clicking "Accept", "Agree", "Submit" or "Continue" when prompted in relation to these Terms of Use, or any transaction relating to a Funding Agreement or Participation Agreement, You shall be deemed to have read, understand and agreed to the terms and conditions of the Terms of Use, such Funding Agreement or Participation Agreement, and such act of clicking "Accept", "Agree", "Submit" or "Continue" shall also constitute an acceptance in accordance with Philippines Electronic Commerce Act (R.A. 8792).
4. Registration
   1. As a condition of using certain aspects of the Website and Services, You will be required to register with Seedin and select a UserID and password.
   2. You shall provide accurate, complete, and updated registration information. We reserve the right to request for additional information or supporting documents to verify Your identity as well as the ownership of the bank account designated to Your Account. If You are registering for or on behalf of a company or separate legal entity, You may be required to provide supporting documentary proof to substantiate (i) the existence of such company or legal entity and (ii) that You are duly authorised by such company or legal entity to register the Account and to represent it in any transaction, whether as a Fund Seeker or Investor.
   3. You shall not use as Your UserID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. We reserve the right, at Our sole discretion to refuse registration of, or cancel a UserID. A failure to comply with the foregoing may also result in the suspension or termination of Your Account.
   4. You are solely responsible for activity that occurs on Your Account and shall be responsible for maintaining the confidentiality of Your password to Your Account. You shall never use another User Account. You shall immediately notify Seedin in writing of any unauthorized use of Your account, or other known Account-related security breach.
   5. We shall not be liable for any losses or damages incurred as a result of Your Account details being shared by You . If You use a shared computer, it is recommended that You do not save Your Account details in Your internet browser.
   6. If You have reason to believe that Your Account details have been obtained by another without consent, You should contact Us immediately to suspend Your Account.
5. Personal Information
   1. You warrant that all personal particulars and information provided in the creation of Your Account are complete, true and accurate. You shall ensure that such personal particulars and information are kept updated in Your User profile.
   2. You are responsible for any and all activity that occurs on Your Account and You are solely responsible for ensuring the security of Your Account. You shall be liable for any and all loss or damage (whether direct or indirect) that We may suffer as a result of any authorised or unauthorised use of Your Account. We will not be liable for any loss or damage to You or any third party caused by any unauthorised use of Your Account.

   3. You hereby agree that in respect of any personal information that You have submitted to Us , We are entitled to use such information:

      1. in furtherance of the Services or any transactions that You wish to participate in, or are a party to, whether as a Fund Seeker or Investor;
      2. for record purposes and verification of Your personal particulars including comparing it with information from other sources and using such information to communicate with You;
      3. to conduct statistical analysis of the users of Website including (but not limited to) the number of Users, frequency of use, profile of users and using such analysis for Our business plans, the enhancement of Our services and conveying such information in general terms (but not information in relation to specific individuals) to third parties who have or propose to have business dealings with Seedin ;
      4. to keep You informed via e-mail and electronic newsletters regarding the Services and potential transactions;
      5. to comply with any request from any third party or any Order of Court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for the purposes of taking legal action against any Users.
   4. You hereby release Seedin from and against any and all claims, suits, liabilities, or damages which You may sustain in connection with Your particulars or information being used in the manner set out in this Clause.
6. User Warranties

   1. If You wish to participate in any transaction as a Fund Seeker, You hereby warrant and represent that:

      1. all documents that You have furnished to Seedin in respect of the transaction and for credit risk assessment by Seedin are authentic, true and accurate;
      2. the funds which You seek shall be utilised solely for the purposes that you have disclosed to Us in the application; You have knowledge and experience in financial and business matters pertaining to the transaction and are aware of, and capable of evaluating the risks of participating in the transaction;
      3. You have reviewed or have had the opportunity to review all documents pertaining to the transaction and fully understand the contents and legal and financial implications of such documents;
      4. You have obtained independent financial and legal advice from Your own advisors regarding Your participation in the transaction.

   2. If You wish to participate in any transaction as an Investor, You hereby represent and warrant that:

      1. if You are representing a company or any other legal entity, You are duly authorised to register and operate the Account on its behalf, and to represent such company or legal entity in any transaction as an Investor;
      2. You are a “qualified buyer" as understood under the Securities Regulation Code or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this proposed transaction;
      3. You have knowledge and experience in financial and business matters pertaining to the transaction and are aware of, and capable of evaluating the risks of participating in the transaction;
      4. You have reviewed or have had the opportunity to review all documents pertaining to the transaction and fully understand the contents and legal and financial implications of such documents;
      5. You have obtained independent financial and legal advice from Your own advisors regarding Your participation in the transaction.
   3. If You wish to participate in any transaction as an Investor, You may inspect (but not make copies of) the documents relating to such transaction by giving Us a written request to inspect said documents, and We shall contact You to arrange for such inspection. The inspection shall be conditional upon You executing a Non-Disclosure Agreement on such terms that We shall specify.
   4. We reserve the right to reject your application to participate in any transaction in the event of any breach(es) of the representations and warranties set out in this Clause.
7. Our Charges
   1. We shall render invoices in respect of the Services comprising fees, expenses and VAT thereon (where appropriate), plus any overseas taxes that might be payable thereon or deductible therefrom (collectively "Our Charges"). Details of Our Charges and any special payment terms shall be set out in the Funding Agreement or Participation Agreement.
   2. You shall pay Our Charges in full, free from any deductions, set off and charges, on presentation of our invoice or at such other time as may be specified in the Funding Agreement or Participation Agreement. All payments shall be in the currency specified in the Invoice.
8. Personal Data
   1. We may collect and use personal data belonging to You in accordance with the provisions of the Personal Data Privacy Act 2012 (the “DPA”).
   2. You hereby consent to Seedin collecting, using or disclosing the personal data in furtherance of the Purpose.

   3. We agree and warrant that:

      1. the personal data will be kept strictly confidential and will be processed and used solely for the Purpose;
      2. the processing and transfer of personal data will be in accordance with the provisions of the DPA; and
      3. We shall notify You of any request for disclosure received from any authority or individual.

   4. We shall:

      1. implement appropriate security measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access;
      2. keep the personal data collected only for as long as is necessary for the Purpose or as is required by the applicable law, whichever is later.
   5. We may disclose or transfer the personal data to Our service providers providing services that are necessary for the Purpose. In such event We shall procure Our service providers to keep the personal data confidential and to use the same strictly in accordance with Our directions.
9. Proprietary Rights
   1. Seedin shall retain all ownership, rights, title and interests in the Seedin Data. You shall retain all ownership, rights, title and interests in Your User Data. You hereby grant Seedin the licence to process, transmit, publish, display or use Your User Data in such manner as is necessary for Us to perform the Services.
10. Confidential Information

    1. You acknowledge that in the course of Seedin providing the Services, You may be granted access to Confidential Information belonging to other Users, Seedin, its affiliates, associates or business partners. Confidential information shall not include information that is:

       1. is available in the public domain through no breach of the User Agreement or other wrongful act on Your part;
       2. already in Your possession at the time of disclosure and without restriction as to confidentiality;
       3. received by You from a third party without any restriction on disclosure and without breach of agreement or other wrongful act on Your part;
       4. independently developed by You without reference to the confidential information;
       5. is required to be disclosed by law or order of a Court of competent jurisdiction, provided that You shall furnish prompt written notice of such required disclosure and reasonably cooperate with Seedin to seek a protective order or other appropriate protection of the Confidential Information; and any disclosure under this sub-clause is limited to the extent of the legal requirement.
    2. You shall keep such Confidential Information strictly confidential and shall to use the Confidential Information solely for the purposes and in connection with the Services and/or in respect of any transaction that You have participated in, or intend to participate in, as a Fund Seeker or Investor.
    3. Save for the aforesaid, You shall not copy, publish, disseminate, use or otherwise exploit such Confidential Information.
    4. As damages may not be sufficient remedy for a breach of this Clause, We reserve the right to seek specific performance or injunctive relief to prevent any threatened or actual breach of this Clause. The obligations of confidentiality contained in this Clause shall survive the termination of the User Agreement.
11. Trade Marks, Copyrights and Restriction
    1. All Content on the Website are proprietary to, or is licensed by Seedin. Such Content is protected by copyrights, trademarks, service marks, and/or other intellectual property rights that are governed by the Philippines and worldwide copyright laws.
    2. The names, trade marks, service marks and logos appearing on the Website are the registered or unregistered Trade Marks of Seedin or its affiliates, associates, business partners or service providers (collectively the "Trade Marks"). Nothing in these Terms of Use shall be construed as granting to You (by implication, estoppel or otherwise) any license or right to use any Trade Marks.

    3. You shall not without Our prior written approval:

       1. use the Trade Marks in relation to any product, service, merchandise or website;
       2. copy, reproduce, adapt, modify, distribute, publish, post, or otherwise use or exploit any Content on the Website in any way or for any purpose;
       3. distribute or make any part of the Website available over any other website or any network;
       4. hyperlink or in-link the Website and/or Trade Marks to any website;
       5. frame or otherwise incorporate into another website any of the Content or other materials on the Website.
    4. Whilst You may use the Trade Marks or the Website in a descriptive manner, You shall not refer to the Trade Marks or the Website in any way to suggest that You or Your website is affiliated to or is endorsed by Seedin, its affiliates, associates, business partners or service providers.
12. Acceptable Usage Policy
    1. You may only use Website in a manner that is lawful and ensure that You comply fully with any and all local, national or international laws and/or regulations.

    2. You shall not:

       1. upload, post or otherwise transmit any information, content, or proprietary rights that You do not have a right to transmit;
       2. post or transmit any threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material
       3. attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising any part of the Website;
       4. use the Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
       5. attempt to gain unauthorised access to any part of Website, the server on which Website is stored, or any other server, computer, or database connected to Website.
       6. attack the Website by means of a denial of service attack, a distributed denial of service attack, spam, or by any other means;
       7. use the Website in any way or for any purpose that is illegal, fraudulent or intended to harm any person or persons in any way.
    3. By breaching the provisions of this Clause, You may be committing a criminal offence under the Computer Misuse and Cybersecurity Act (Cap. 50A). We will report such breaches to the relevant authorities and We will cooperate fully with those authorities by disclosing Your identity to them.

    4. We reserve the right to suspend or terminate Your access to Website if You materially breach the provisions of this Clause or any of the other provisions of these Terms of Use. Without prejudice to the foregoing, We reserve the right to take one or more of the following actions:

       1. issue You with a written warning;
       2. take legal proceedings against You;
       3. any other actions which We deem reasonably appropriate (and lawful).
    5. We exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms of Use.
13. Links to Third Party Sites
    1. The Website may contain links to other Websites ("Linked Sites"). The Linked Sites are provided for Your convenience and information only and, as such, You access them at Your own risk. The Content of any Linked Sites is not under Our control. We are not responsible for, and do not endorse, such Content, whether or not We are affiliated with the owners of such Linked Sites.
14. Disclaimers
    1. The Website and Service are provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
    2. No Content in the Website shall constitute financial, legal or risk assessment advice on which You should rely. It is provided for general information purposes only. You should always seek independent professional or specialist advice before participating in any transaction, whether as a Fund Seeker or Investor.
    3. We make no representation, warranty, or guarantee that Website will meet Your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
    4. Whilst We take all reasonable steps to ensure that the Website is secure and free from viruses and other malware, We do not guarantee that the Website is secure or free from viruses or other malware and will not accept any liability in this regard. You are responsible for protecting Your hardware, software, data and other material from viruses, malware, and other internet security risks.
15. Our Liability
    1. To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Website or the use of or reliance upon any Content included on the Website.
    2. We shall not be liable for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage even if We have been advised of the possibility of such damage.
    3. We shall not accept any liability arising out of any disruption or non-availability of Website due to external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
16. Limitation of Liability
    1. Our aggregate liability for any damages incurred in connection with these Terms of Use, whether in contract or tort (including negligence but excluding gross negligence or willful misconduct), or strict liability shall not exceed three (3) times the amount of any fees that an Investor or Fund Seeker may pay Us pursuant to any Participation Agreement or Funding Agreement.
17. Indemnity
    1. You shall indemnify and keep harmless Seedin , its affiliates, associates, business partners or service providers from and against any and all claims, losses, damages, costs (including legal costs on an indemnity basis) and expenses arising out of or in connection with (i) Your access or use of Website and Services; (ii) any breach of the terms of these Terms of Use, or any policies, rules and regulations governing the use of the Website and Services; or (iii) any infringement of any third party rights.
    2. In addition, We may use whatever information that is available about You to stop any such breach or any unlawful or inappropriate use of the Website and Services, including informing any third party We deem appropriate of such breach or use and/or disclosing Your personal information to such third party .
18. Termination/suspension of account/use of Services
    1. We reserve the right to suspend (whether temporarily or permanently) or terminate Your account and/or Your use of the Services with or without notice to You if We consider, in Our sole discretion, that You are in breach of the terms of these Terms of Use, or any of its policies, rules and regulations governing the use of the Website and Services.
    2. We shall not be liable to You for such suspension or termination. If Your account is terminated or cancelled for any reason whatsoever, You shall not be entitled to any compensation whatsoever unless your account has been unjustifiably suspended or terminated. For the avoidance of doubt, the suspension or termination shall not prejudice Our rights against You for the breach of these terms, for any amounts due or other obligations accrued prior to such suspension or termination. This Clause shall survive the termination of this User Agreement.
19. Cooperation with Authorities and Police Enforcement
    1. We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.
20. Communication

    1. Each notice or other communication given or made under this Agreement shall:

       1. be in writing delivered by prepaid first-class post, or by e-mail;
       2. be deemed to have been received, unless otherwise proven, in the case of a letter, two (2) Business Days if posted to an address within the Philippines or ten (10) Business Days if posted to an overseas address and, in the case of an e-mail, at the time when the e-mail was sent; and

       3. be sent to You at the address/e-mail stated in Your User Profile and, in the case of NU, to the following address:

          E-mail:      info@seedinph.tech

21. Assignment
    1. The Terms of User, any User Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Seedin without restriction or consent.
22. Remedies
    1. The remedies conferred by the provisions of these Terms of Use shall be in addition to any other remedy that is available to Us at law or in equity. The election of any one or more of such remedies on Our part shall not constitute a waiver by Us of the right to pursue any other available remedy.
23. Severability
    1. If any Clause or part of a Clause of these Terms of Use shall be, or be found by any authority or Court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Terms of Use, all of which shall remain in full force and effect.
24. Waiver
    1. No failure or delay on Our part to exercise any right, power or remedy under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver on Our part of any breach by You of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.
25. Third Parties' Rights
    1. A person who is not a party to this User Agreement shall not have or acquire any right to enforce any term of this User Agreement (including, but not limited to, any right to enforce or have the benefit of any exclusion or limitation of liability contained in this User Agreement) under the Contract. This Clause shall override any other Clause in this User Agreement that is or may be inconsistent with it.
26. Governing Law and Submission to Jurisdiction
    1. The validity, construction and performance of these Terms of Use shall be governed by and interpreted in accordance with the laws of the Philippines, and You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the Philippines.