Terms of Use

Welcome to Seed (the “Platform”, "we", "our", or "us"), a startup discovery and ecosystem platform owned and operated by Africa Geek Circle Network, a company incorporated under the laws of the Federal Republic of Nigeria.

These Terms of Use ("Terms") govern your access to and use of the Platform, including our website, mobile applications, services, content, products, events, newsletters and any other offerings made available by us.

By accessing or using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, you must not use the Platform.

2.1. The Platform is an intermediary that facilitates networking and information exchange within the entrepreneurial ecosystem. The Platform is designed to increase visibility for founders and startups by allowing users to:

• Create founder and startup profiles.
• Showcase businesses and innovations.
• Connect with founders.
• Discover founders within specific industries or locations.
• Network with investors, accelerators, corporates and ecosystem partners.
• Share updates, opportunities and announcements.
• Participate in events, communities and discussions.
• Access educational and ecosystem resources.

2.2. The Platform facilitates connections and information exchange only. Unless expressly stated otherwise in writing and lawfully authorized, Seed does not negotiate or conclude transactions on behalf of users, receive or hold investment funds, provide investment or financial advice, act as an investment manager, guarantee funding or returns, or independently verify the financial status, solvency, regulatory compliance or suitability of founders, startups or investors.

Seed is not a party to transactions, investments, partnerships, employment arrangements or other agreements entered into between users. Users are solely responsible for their own due diligence and decisions.

In these Terms, unless the context otherwise requires:

You may use the Platform only if:

• You are at least eighteen (18) years old or the age of majority in your jurisdiction.
• You have the legal capacity to enter into binding agreements.
• Your use of the Platform complies with all applicable laws.

Where an account is created on behalf of a company or organization, the individual creating the account represents and warrants that they have authority to act for and, where applicable, bind that entity to these Terms.

The individual remains responsible for ensuring that the entity complies with these Terms.

Users may be required to register before accessing certain features.

You agree to:

• Provide accurate and current information.
• Maintain the confidentiality of your login credentials.
• Promptly update inaccurate information.
• Notify us immediately of unauthorized use of your account.

You are responsible for all activities conducted through your account.

Founders may create profiles that include information such as name, company details, biography, photographs, funding information, products and services, social media links, contact details, achievements, videos, pitch decks and other business information.

Founders should not upload Personal Data relating to another person unless they have a lawful basis and all necessary authority to do so.

You represent that:

• The information is accurate.
• You own or are authorised to publish all content.
• Your profile does not infringe any third-party rights.

We may carry out limited verification of founders, startups or organisations where we choose to do so. Any verification will be limited to the checks expressly identified by Seed and does not constitute a guarantee of identity, ownership, financial standing, regulatory compliance, solvency, investment worthiness or legitimacy.

Unless expressly stated otherwise, Seed is not obliged to verify any information supplied by users.

The Platform enables users to connect with one another. Users are solely responsible for communications, negotiations, meetings, contracts, investments, partnerships, hiring decisions, payments and all other dealings with other users.

Seed is not a party to, and does not assume responsibility for, any arrangement entered into between users. Seed does not guarantee the identity, intentions, representations, performance or conduct of any user.

Users must not:

• Impersonate another person.
• Submit false information.
• Engage in fraud.
• Harass or threaten other users.
• Post discriminatory or hateful content.
• Upload malicious software.
• Spam other users.
• Scrape or harvest user information.
• Use automated bots without authorisation.
• Interfere with the operation of the Platform.
• Attempt unauthorised access to our systems.
• Misuse, disclose or distribute Confidential Information obtained through the Platform except as permitted by these Terms or with the relevant user's consent.
• Use information obtained through the Platform for fraud, unlawful solicitation, harassment, unauthorised marketing or any unlawful purpose.

Violation of these standards may result in suspension or termination.

Users retain ownership of the content they upload. By uploading User Content, you grant Seed a worldwide, non-exclusive, royalty-free license, for the duration of the license, to host, store, reproduce, display, communicate, format and make that User Content available through the Platform to the extent reasonably necessary to operate, maintain, improve and promote the Platform and provide the Services.

Seed will not acquire ownership of User Content. Where User Content contains Confidential Information, Seed will handle that information in accordance with these Terms and applicable law.

Users who access non-public Founder Information or other Confidential Information through the Platform shall use it only for the legitimate purpose for which it was made available, including evaluating a potential investment, partnership or other business relationship.

A user shall not disclose, reproduce, distribute, exploit or make available such information to any third party except where authorized by the disclosing user, required by law, or disclosed to professional advisers who are subject to confidentiality obligations.

These obligations do not apply to information that is or becomes public through no breach of these Terms, was lawfully known to the recipient before disclosure, is independently developed without use of the confidential information, or is lawfully received from a third party without a duty of confidentiality.

Seed may disclose Confidential Information to its employees, contractors and service providers where reasonably necessary to provide the Services, subject to appropriate confidentiality and data protection obligations.

All Platform software, branding, trademarks, logos, designs, graphics, databases, source code and content belong to us or our licensors.

Nothing in these Terms transfers ownership of any intellectual property. You may not reproduce, copy, distribute or exploit our intellectual property without written permission.

The Platform may feature founder interviews, articles, podcasts, photographs and videos. Where a founder or other user submits or expressly approves such materials for publication, the user grants Seed permission to publish and promote those materials for editorial, promotional and marketing purposes.

Seed will not imply that a user endorses a product, service or investment opportunity unless that endorsement has been expressly authorised.

Seed may verify founders, startups or organisations. Any verification is limited to the scope of the checks expressly communicated by Seed and does not constitute an endorsement or guarantee of legitimacy, financial stability, ownership, regulatory compliance, investment worthiness or future performance.

Users should conduct their own due diligence before entering any transaction.

The Platform is not, by virtue of these Terms, an investment adviser, portfolio manager, broker, dealer, crowdfunding intermediary, securities exchange or other regulated financial institution.

Nothing on the Platform constitutes investment, legal, tax, accounting or financial advice, an offer or recommendation to invest, or a guarantee of any return. Seed does not undertake to assess whether any investment opportunity is suitable for a particular user.

Users must obtain their own professional advice and conduct their own due diligence before making an investment or entering into any transaction.

Any investment, funding, partnership or other commercial decision made by a user is made at that user's own risk. Seed shall not be responsible for any loss arising from a user's decision to enter into or refrain from entering into a transaction with another user, except to the extent caused by Seed's own liability that cannot lawfully be excluded or limited.

The Platform may contain links to third-party websites, payment processors, accelerators, investors, service providers, incubators, and software providers.

We are not responsible for third-party services or their practices.

Certain features may require payment. Applicable fees, taxes, and material subscription terms will be displayed before purchase.

Unless otherwise stated or required by applicable law:

• Fees are non-refundable, except where a refund is expressly provided by Seed or required by applicable law.
• Taxes are payable where applicable.
• Subscriptions renew automatically unless cancelled in accordance with the applicable cancellation procedure, and Seed may provide reasonable notice of renewal where required or appropriate.

Seed may change fees for future billing periods by giving reasonable prior notice. A user may cancel before the revised fee takes effect.

Our collection and processing of Personal Data is governed by our Privacy Policy and applicable Nigerian data protection law, including the Nigeria Data Protection Act 2023.

The Privacy Policy will describe, among other matters, the categories of Personal Data collected, purposes and lawful bases for processing, data recipients, retention periods, relevant international transfers, security measures and the rights available to data subjects.

Where required by applicable law, Seed will obtain consent or rely on another lawful basis for processing. Nothing in these Terms limits any mandatory rights or protections available to data subjects under applicable law.

18.1. Authorisation to Share Founder Information

The primary purpose of the Platform is to facilitate meaningful connections between founders and investors, strategic partners, mentors and other ecosystem participants. Founder Information may be made available through the Platform in accordance with the visibility settings selected by the founder, the nature of the relevant feature, these Terms and the Privacy Policy.

By creating and maintaining a Founder Profile or otherwise submitting information through the Platform, you acknowledge and agree that information you choose to make available through a relevant Platform feature may be accessed by authorised users for the purposes described in these Terms.

You should not upload information that you do not wish to disclose to the categories of users who may access the relevant feature.

For the purposes of this Clause, “Founder Information” includes a founder's personal data, business information, company profile, photographs, contact information, startup details, funding history, pitch materials, financial information and other information that the founder voluntarily provides or elects to make available through the Platform.

Seed may distinguish between public profile information and information accessible only to authorised users or through restricted features.

Seed may disclose or make Founder Information accessible to authorised investors and other authorised ecosystem participants solely for legitimate purposes connected with the Platform, including:

• Evaluating potential investment opportunities.
• Conducting commercial, legal, financial or technical due diligence.
• Considering a potential partnership, commercial relationship, mentorship or other legitimate ecosystem opportunity.
• Communicating with the founder regarding an opportunity or activity initiated through the Platform.

18.2. An authorised user who receives non-public Founder Information agrees to use that information only for the legitimate purpose for which it was made available and to keep it confidential, subject to applicable law and the exceptions in Clause 10.

Seed may suspend or terminate access where it reasonably suspects misuse or unauthorised disclosure.

While we encourage accurate information, we do not warrant that any founder profile, startup information, investment opportunity or listing is complete, current or accurate.

Users remain responsible for verifying information that is material to their decisions.

Users should independently verify all information.

We do not guarantee uninterrupted, secure or error-free availability. The Platform may be suspended or restricted for maintenance, upgrades, security reasons, technical failures, changes in law, third-party service failures or circumstances beyond our reasonable control.

We will use reasonable efforts to restore affected Services where practicable.

We may suspend, restrict or terminate an account or access to any part of the Platform where we reasonably believe that a user:

• Breach these Terms.
• Engage in fraudulent activity.
• Violate applicable law.
• Misuse the Platform.

Where reasonably practicable, Seed may provide notice of suspension or termination and the reason for it.

Seed may act without prior notice where immediate action is reasonably necessary to protect users, the Platform, third parties, or comply with applicable law.

Seed may restore access where the underlying issue has been satisfactorily resolved.

Users may close their accounts at any time, subject to any outstanding payment obligations. On termination, access to the Platform may cease immediately.

Provisions which by their nature should survive termination, including provisions concerning intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, dispute resolution and accrued rights, shall survive.

The Platform is provided on an “as is” and “as available” basis to the fullest extent permitted by applicable law. We disclaim warranties not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, except to the extent that such disclaimer is prohibited by law.

We do not guarantee that:

• The Platform will be error-free.
• Founders will obtain funding.
• Users will secure partnerships.
• Networking efforts will produce desired results.

To the fullest extent permitted by law, we shall not be liable for indirect, consequential, special or exemplary losses, loss of profits, loss of business, loss of goodwill, loss of anticipated savings, investment losses or loss of data arising from use of the Platform or dealings between users.

Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law, including liability arising from fraud, fraudulent misrepresentation, wilful misconduct or other liability that cannot lawfully be excluded or limited.

Subject to the preceding paragraph, our aggregate liability arising out of or in connection with the Platform or these Terms shall not exceed the total fees actually paid by the affected user to Seed during the twelve (12) months preceding the event giving rise to the claim.

You agree to indemnify and hold harmless Seed, its affiliates, directors, officers, employees and service providers from third-party claims, losses, liabilities, costs and reasonable expenses arising directly from:

• Your use of the Platform.
• Your content.
• Your breach of these Terms.
• Your infringement of third-party rights.

Seed will, where reasonably practicable, give you prompt notice of a claim for which it seeks indemnification and may require your reasonable cooperation in defending the claim.

Seed shall not settle a claim in a manner that imposes an admission of liability or material obligation on you without your prior consent, not to be unreasonably withheld or delayed.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Subject to any mandatory dispute-resolution requirement applicable to a particular claim, the courts of competent jurisdiction in Nigeria shall have jurisdiction over disputes arising out of or in connection with these Terms.

Where the parties expressly agree in writing to arbitration, the arbitration agreement shall specify the applicable rules, seat, number of arbitrators and language of the arbitration.

We may amend these Terms from time to time. For minor or administrative changes, we may update the Terms by posting the revised version on the Platform.

For material changes that materially affect users' rights or obligations, we will provide reasonable notice through the Platform or by other appropriate means.

Where applicable law requires affirmative acceptance of a material change, continued use alone will not constitute acceptance.

27.1. Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in effect.

27.2. Waiver. A failure or delay by Seed to exercise a right or remedy shall not constitute a waiver of that right or remedy.

27.3. Assignment. A user may not assign or transfer its rights or obligations under these Terms without Seed's prior written consent. Seed may assign or transfer these Terms in connection with a merger, restructuring, sale of assets or similar transaction, subject to applicable law.

27.4. No Partnership. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between Seed and any user.

27.5. Entire Agreement. These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the agreement between you and Seed regarding your use of the Platform and supersede prior understandings concerning that subject matter.

27.6. Electronic Communications. You consent to receiving notices, disclosures and other communications electronically through the Platform or to the email address associated with your account, subject to applicable law.

For questions regarding these Terms, please contact: