Thanks for using our products and services (“Services”). The Services are provided by SI Securities, LLC (“SeedInvest”), a registered broker-dealer, and member FINRA/SIPC, located at 99 High Street, Suite 1701, Boston, MA 02210.
By clicking “I Accept”, you are agreeing to these terms. These terms are effective as of the date and time you click “I Accept” as memorialized in the signature line below (the “Effective Date”) between the company for which the application is being submitted (the “Company”) and SeedInvest (together, the “Parties”). Please read these terms carefully.
By accepting these terms on behalf of the Company, you represent and warrant that: (i) you have full legal authority to accept these terms on behalf of the Company; (ii) you have read and understand these terms; and (iii) you agree on behalf of the party that you represent to these terms.
The Company hereby retains SeedInvest as its placement agent and intermediary, in connection with the Company’s offering of securities (the “Offering”) during the Term (as defined below). SeedInvest agrees to use its reasonable best efforts to affect the Offering. Company understands that SeedInvest intends to use an online platform provided by SeedInvest Technology, LLC (the “Online Platform”) to facilitate the Offering. Subsequent to agreeing to these terms, the parties will mutually agree to additional terms which shall further define the terms of the Offering, additional obligations of Company, and the specific Services to be provided by SeedInvest as reflected in Exhibit A and Exhibit B. The additional terms will be effective as of the date of agreement to the Exhibits.
Definition of Prospective Investors. SeedInvest shall identify and/or facilitate investments by prospective investors (the “Prospects”). Prospects include those who learn about the Offering through the efforts of SeedInvest or by viewing the Offering on the Online Platform.
Excluded Investors. Prospects shall exclude investments made by Company’s existing accredited investors, who have not invested through the Online Platform in a prior offering, in addition to accredited investors that are identified in Exhibit B prior to such persons participation in the Offering (the “Excluded Investors”). The Company will have the opportunity to populate Exhibit B prior to the listing of the Offering on the Online Platform.
Investments via the Online Platform. Company agrees to accept all investments in the Offering by Prospects through the Online Platform (provided the stated escrow target has been met) and direct all applicable investment funds to an escrow account established by SeedInvest unless it receives the prior written consent of SeedInvest to the contrary.
Equivalent Terms. The securities sold to Prospects in the Offering will be on the same terms as those sold to other investors in the Offering.
Allocation Amount. Company will accept any proposed investments by Prospects, up to the Allocation (as defined in Exhibit A) amount unless it receives the written consent of SeedInvest to reject an investment, which shall not be unreasonably withheld. For the avoidance of doubt, once Company has begun accepting investments for the Offering on the Online Platform (the “Launch Date”), then this section shall survive termination, and any related Compensation and/or Expenses shall be paid except in the case of a Failed Offering (as defined below for all capitalized terms not previously defined).
Exclusivity. Company will not engage any person or entity to perform Services similar to those provided by SeedInvest (including other online platforms) without the prior written consent of SeedInvest. For the avoidance of doubt, Company may seek funding directly from venture capital firms and angel investors under Section 4(a)(2) of the Securities Act which provides issuers an exemption from registration for transactions not involving any public offering, commonly referred to as the “private placement” exemption.
Placement Fees. Company shall pay to SeedInvest, in cash, an amount equal to 7.5% of the value of securities purchased by Prospects, regardless of the form of consideration received, in the Offering from the proceeds of the Offering at the completion of each applicable sale of Company’s securities to Prospects in the Offering (a “Closing”), and shall issue to SeedInvest (or its designee(s)) for nominal consideration), 5% of the amount of securities issued (or shares issuable upon conversion of the Securities) to Prospects in the Offering on the same terms (the cash and securities are collectively referred to herein as the “Compensation”).
Tail Fee. In addition, Company shall pay Compensation to SeedInvest via an ACH or Wire transfer in the event that, at any time prior to nine (9) months after termination, Company sells or enters into an agreement to sell securities to a Prospect, whether through the Online Platform or otherwise, in connection with its Offering or a future fundraise.
Investor Fees. Company acknowledges that SeedInvest charges Prospects who make investments through the Online Platform a 2% non-refundable transaction processing fee, up to $300 (the “Transaction Fee”), and which Company is not responsible for. The Transaction Fee is broken out as follows: i) 50% is meant to cover the financial and administrative costs associated with the processing of payments via Wire, ACH, and Debit transfers; and ii) the remaining 50% is meant to cover the financial and administrative costs of the related and subsequent reconciliation of cash and securities in Prospect accounts.
Reimbursable Expenses to SeedInvest. Upon a successful Offering, Company shall reimburse SeedInvest $10,000 to cover costs associated with escrow, operational, due diligence, and legal fees (the “Expenses”) at the initial Closing.
Failed Offerings. Company shall not be billed Expenses or owe Compensation to SeedInvest, except with respect to a potential tail fee, if after the Launch Date no Prospects invest in the Offering or Company fails to reach its stated minimum funding goal for the Offering (in each instance, a ”Failed Offering”).
Ongoing Reporting Obligations. Following Closing of the Offering, and until the date at which Company is acquired, conducts its initial public offering and is listed on a national exchange, or completes a formal dissolution,, Company shall be responsible for providing quarterly updates directly to SeedInvest and each Prospect who purchased securities in the Offering (within 60 days following the close of each calendar quarter, or as otherwise specified in the Company's Charter, Investor Rights Agreement, or other similar document) in substantially similar form as can be found here [Include Link of Reporting Form] which may be updated by SeedInvest from time to time. Such updates shall include at least the following information: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) notable press and news. Should Company engage a third party service provider to assist with investor relations, this does not release Company of any of its obligations under these terms, including its ongoing reporting obligations. For the avoidance of doubt, once the Launch Date has occurred, then this section shall survive termination, except in the case of a Failed Offering (as defined below).
Term. The initial term shall be sixty (60) days following the date on which SeedInvest notifies the Company that it has received SeedInvest’s review and approval by its internal committee to onboard Company onto the Online Platform (the “Initial Term”). The Initial Term shall automatically renew for successive thirty (30) day periods (each a “Renewal Term”, and together with the Initial Term, the “Term”).
Termination. The Term will automatically terminate at the earlier of the final Closing or on the one-year anniversary date of the Effective Date (the “Termination Date”). Either party may terminate these terms at any point prior to the date on which the Company agrees to the attached Exhibits by providing written notice (“Early Termination”). Furthermore, if SeedInvest chooses not to serve as Company’s placement agent for the Offering, in its sole discretion, these terms shall automatically terminate, and no Compensation or Expenses shall be due.
Fees Due at Termination or Expiration of Initial Term. Except in the case of a Failed Offering, if subsequent to agreeing to the attached Exhibits, the Launch Date does not occur prior to the end of the Initial Term or Company provides notice of termination prior to a Closing, Company authorizes SeedInvest to charge Company the Expenses of $10,000 as described above, which shall be due immediately.