Seed At The Table, a Limited Liability Corporation (“Seed At The Table”) operates this website, neighborcapital.org (the “Site”). The Site facilitates offerings (“Offerings”) by early stage companies or small businesses (“Issuers”) made under Title III, section 4(a)(6) of the Securities Act of 1933 (“Regulation Crowdfunding”).
1. General Terms; Incorporation by Reference
Seed At The Table may update this Agreement at any time without providing you prior notice and you agree to be bound by this Agreement as modified. The version of this Agreement in effect on the date you use the Site shall govern. It is your responsibility to understand the contents of this Agreement and to visit the tab under “Policy Updates” from time to time to review this Agreement for changes.
The following agreements are incorporated into this Agreement by reference:
You should carefully review each of the documents above before deciding to invest in an Offering. You are responsible for understanding the contents of those agreements and any other agreements you have with Seed At The Table.
2. Agreements with Respect to the Site and Its Offerings
2.1 General Acknowledgments
You understand and acknowledge that:
2.2 Investor Representations
You represent and warrant the following:
2.3 Choosing and Making Investments
2.3.1 Limited Review Based on Predetermined Criteria
Seed At The Table reviews the Issuer’s offering documents, including its Form C and information that the Issuer posts on its profile to determine whether the Issuer complies with Regulation Crowdfunding and whether the Offering should be allowed to be posted on the Site. Seed At The Table does not verify any information that the Issuer provides regarding its operation or management, make any judgments on its likelihood of success, ability to generate investment returns or advisability of investment.
2.3.2 No Advice or Endorsement
Seed At The Table does not provide any investment, legal, or tax advice or advice of any kind. In addition, it does not endorse any Issuer or Offering. You agree to exercise independent judgment when using the materials, information, and services provided to you on the Site and seek professional advice from financial advisors, tax advisors, or attorneys.
2.3.3 Information about Investing in a Regulation Crowdfunding Offering
2.3.4 Right to Reject or Accept Any or All of Your Investment Amount
An Issuer, in its sole discretion, may accept some or all of your investment or reject your investment in its entirety, for any reason or no reason at all. Any rejected funds will be returned to you without interest.
2.3.5 Limitation of Liability and Indemnification
Seed At The Table does not charge the investor any fees for using the Site. However, when the investor makes an investment commitment, the Issuer may charge the investor a non-refundable transaction fee to cover processing expenses related processing the investor’s investment commitment and/or investment.
Although the Issuer(s) will disclose the risks of investing in their Offering(s), there is no guarantee that these disclosures are complete or accurate. Before investing in an Offering, you should consult with your legal, tax, and financial advisors.
2.4.1 Significant Risk of Loss
The Offerings on this Site are only suitable for investors with a limited need for liquidity in their investments and can bear the loss of their entire investment. An investment in the Offerings on this site should only represent a small portion of a potential investor’s investment portfolio, as it does not a complete or diversified investment portfolio.
2.4.2 High Risk of Failure
The Issuers represent small businesses and early stage companies, both which involve a high degree of risk and failure. You may receive cash, stock, or a combination of both (the “Securities”). In some cases, you may not receive anything. Your investment returns depend on the liquidity of an investment. A liquidity event may not occur for many years or at all. This is beyond Seed At The Table’s or your control. The Securities are highly illiquid, cannot be publicly traded, and may not have any significant value.
2.4.3 Restrictions on Resale or Transfer
The securities offered on this Site are issued under the Regulation Crowdfunding exemption from registration under the 1933 Act. The securities may not be transferred for at least one year after the date of purchase unless they are transferred:
2.4.4 Limited Liquidity
In addition to the Restrictions on Transfer above, a market does not currently exist for the sale of Regulation Crowdfunding securities and a market may never develop. Thus, investors with need for liquidity should not invest in the Offerings on this Site.
2.4.5 Lack of Operational Record
The Issuers on this Site, particularly early stage companies, may have limited or no operational record.
2.4.6 No Control in Management
In many or most cases, you will have no influence or control over an Issuer’s management or operations. Any influence is limited to your voting rights, which is controlled by the relevant provisions of the investment contract controlling your investment. Keep in mind that the right to vote may not provide you with any influence or control over an Issuer’s management, operations, or decision-making of any kind.
2.4.7 No Control Over Future Valuation
The price you pay for an Issuer’s securities may have limited or no bearing to any future valuations of such securities, if any private or public market should develop for the offer and sale of such securities.
2.4.8 Limited Information
The Issuers represented on this Site are private companies. Thus, there is limited information, including financial and operating information, about each company. Each Issuer will provide financial information, risk factors, and other disclosures about an investment in its Offering. You can find this in the Form C as well as the Issuer’s other offering documents. You should read and understand these documents before you make an investment decision.
2.4.9 No Guarantee of Profit
Your investment in any Offering on this Site may not generate any profits for you. Generally, you will not receive returns, if any, on your investment until a liquidity event, which may not occur for many years or at all. These factors are out of Seed At The Table’s and your control. You should not invest unless your investment can remain illiquid for an indefinite time and you can bear the risk of loss of your entire investment.
2.4.10 Lack of Regulatory Oversight
Seed At The Table is a Securities Exchange Commission (“SEC”) registered funding portal and a member of Financial Industry Regulatory Authority (“FINRA”) and is subject to their oversight and examination. FINRA and the SEC require that Seed At The Table submit certain information and materials to them.
Issuers are required to file a Form C with the SEC in addition to updates and amendments and provide these documents to investors. However, the SEC and FINRA’s oversight of Regulation Crowdfunding Offerings may not be as comprehensive as their oversight of offerings registered under the 1933 Act (“Registered Offering”). In addition, an Issuer’s disclosure in Form C may not be as comprehensive as disclosures required in a Registered Offering.
2.4.11 Review is Not an Indicator of Success or Advisability of Investment
As noted above, Issuers are required to file a Form C, and any updates and amendments thereto, to the SEC. However, the SEC may or may not review such documents and in no way endorses the Issuer or the advisability of investing in such Issuer.
Seed At The Table only allows Issuers that have worked with an attorney to post their Offerings on the Site and conducts a limited review of the Issuer’s Offering materials. However, this is in no way an endorsement of an Issuer or Offering, or with a view to determine likelihood of success, or the ability to generate a return on investment.
Neither the SEC nor Seed At The Table endorses any Issuer on this Site, determines the likelihood of success of an investment, nor guarantees any investment returns.
2.4.12 Possibility of Phantom Income
It is possible that you may be liable for taxes on phantom income, income reported to the IRS that you do not actually receive. Thus, even if the Issuer distributes no income or insufficient income to pay the taxes, you may still be required to pay taxes on such phantom income.
2.4.13 Not All Risk Factors May Be Disclosed
Although Issuers disclose risk factors related to an investment in their company or Offering, not all risk factors may be disclosed.
2.4.14 Limitation on Liability; Indemnification
You agree to indemnify, defend and hold harmless, Seed At The Table and its affiliates, assignees, counsel and their respective officers, directors, managers, shareholders, members, agents, partners, and employees (collectively, the “Indemnified Parties”, for and against all liabilities, losses, damages, penalties, actions, judgments, costs, expenses or disbursements of any kind or nature (including reasonable attorneys’ fees) that may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the execution, delivery or performance of this agreement or the consummation of the transactions contemplated hereby.
2.5 Use of Name
You consent to Seed At The Table to use your name on the Site, including that You have made an investment commitment, submitted a subscription agreement, or in connection with your postings on the Site.
2.6 Electronic Communications
You must consent to electronic delivery of all communications. Seed At The Table’s Consent to Electronic Communication is incorporated into this Agreement.
Last updated: July 28, 2020
I AGREE: By making an investment commitment and/or investing any of the offerings on our funding portal, you are stating that: I agree to be bound to all of the terms in this Agreement.
I DO NOT AGREE: IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ARE NOT ALLOWED to access this site or use the services and you must immediately stop doing so.
 The one-year resale restriction will apply to any purchaser during the one-year period beginning when the securities were first issued, not just to the first purchaser.
 Date of Purchase is defined as the date the offering is closed.
 The person selling the securities must have a reasonable belief that the purchaser qualifies as an accredited investor.