These are the Terms for Legalesign Limited (“Company/us/we/our”) which apply to all use of our online software service for contract management (the “Service”) by you (“you/Customer”), which is accessible through our website at https://legalesign.com and all subdomains thereof (the “Site”). The current terms will be available at https://legalesign.com/opn/terms/. Please see the ‘Features’ section of our Site https://legalesign.com/opn/features/ for more detail on the Service.
These Terms govern your access to, and use of, the Service.
You acknowledge and agree that by using our Service you are indicating that you have read, understand and agree to be bound by these Terms. If you do not agree to these Terms then you have no right to use the Service. If you accept and agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.
We reserve the right to amend these Terms from time to time and we will either email to alert you to our new terms or notify you upon your access of the Service. Your continued use of the Service will be deemed to be acceptance of any new Terms.
Legalesign Limited, a limited liability company incorporated in Scotland. Our company number is SC425013 and our registered office is at 20/7 Howe Street, Edinburgh, EH3 6TG.
The Service is intended solely for persons aged 18 or older. Any use of our Service by anyone under 18 is expressly prohibited. By accessing our Service you represent and warrant that you are aged 18 or older.
You should not attempt to register with the Service if you have previously been refused access or had access rights cancelled by us.
When you register to create an account (“Account”) with us, we will email you to confirm if your application is accepted. Our contract with you (“Contract”) is formed when, during the account set up process you will follow in order to access the Service, you tick the checkbox that requests your agreement to these terms. Please note we reserve the right at our discretion to reject applications to use our Service.
The Contract will run on a monthly subscription basis unless you pay for a set number of months in advance. For month to month Contracts there is no minimum term beyond the first month of the Contract and you can choose to upgrade your Contract at any time. You can also choose to stop the Service at any time in which case no further subscription fees will be charged although we shall not be obliged to refund any fees paid unless stated otherwise or required by law.
Your billing information will specify whether there is maximum number of groups (“Groups”), and/or of users (“Authorised Users”) who can access the Account, and/or documents stored or sent within a time period (“Documents Stored or Sent”). Or whether the number of Groups, Authorised Users or Documents Stored or Sent for your Account is unlimited.
We shall be entitled to terminate the Contract at any time if you are in material breach of the Contract (e.g. fail to pay subscription fees) and either you fail to remedy the breach within the timescale we request or the breach is not capable of being remedied. We shall also be entitled to terminate the Contract if you become bankrupt or your company becomes insolvent. Where we terminate the Contract due to your breach we shall not be obliged to refund any subscription fees you may have paid us. These rights of termination will also apply to you against us.
The Company shall not be liable to you or any third-party for any termination of your access to the Service. Upon termination or suspension, your right to use the Service will stop immediately. You may request data that we will transfer to you at the Customer's cost, up to 30 days after termination of access. After this period the data will be destroyed if no request is made. You may not have access to data that you stored on the Service after we suspend or terminate the Service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any other portion of the Service, use of the Service, or access to the Service. If you do wish to resell the Service (for example on a white labelled basis) then please contact us to discuss what options may be available to you.
You must provide current and accurate identification, contact, and other information as part of the registration process.
You agree to immediately notify the Company of any unauthorised use of your Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account secure.
You agree that in using the Service you shall not:
You agree that any of the above activities are considered prohibited usage and will result in immediate account suspension or cancellation without a refund and the possibility that the Company will impose fees and/or pursue civil remedies without providing advance notice.
You acknowledge that the Company may establish general practices and limits concerning use of the Service, including but not limited to the maximum number of email messages that may be sent from or received by an account on the Service, the number of searches undertaken, the records stored in the course of the activity of the service, the maximum that will be allotted on the Company controlled servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time.
The Service may or may not be suitable for your Content and context (such as your jurisdiction, or other activities between any actors), and may or may not provide a mechanism to infer a legally binding agreement between you and a third party (or parties) in respect of your Content. You agree that you, and not the Company, are wholly responsible and liable for any legal matter arising from your use of the Service, or from your Content, with any other party.
You agree that the Company has no responsibility or liability for the deletion or failure to store any records and other communications or other Content maintained or transmitted or received by the Service. We will use reasonable endeavours, but, like all web services, you should keep your own copies of your Content.
You acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time, or to terminate accounts for any breach of your Contract.
You acknowledge that the Company bears no responsibility or liability in respect of any legal status of Content that is transmitted or received by the Service or for the legal status or legal validity for any actions performed in the course of the use of the Service by you or any other party.
You acknowledge that the Company is not a party to any of your documents on the Site.
You acknowledge that Company uses Adobe Certified Document Services (CDS) (using public key infrastructure technology) to provide a mechanism for an additional burden of proof but is not a 'certified service provider' (CSP) and that the certificates are not 'Qualified Certificates' as defined by European directives, and nor does it fulfil a matching role in other jurisdictions. Our Service allows for electronic signature of contracts and other documents and involves an intended signatory being emailed at the email addresses provided by the Authorised User, and optionally other verification measures if provided by the Service to you (for example external identity verification services, SMS pin verification, Knowledge Based Authentication (KBA) or other means). However you acknowledge the possibility for fraudulent activity or human error. The Service provides no guarantee the person who reads the email and/or signs the contract or document is the intended signatory.
You are responsible for complying with the laws of the country from where you use the Service and to ensure you have all necessary permission and consents in place in relation to your use of the Service including all applicable legislation relating to data protection and marketing communications.
Documents are retained for at least seven years, unless you request your documents be retained longer or removed earlier. Any documents removed upon request or retained longer than seven years will incur additional charges. No documents are deleted without notifying you, except that, if after reasonable efforts we are unable to notify you and seven years have passed, then your documents will be deleted. This policy includes documents that were authorised to be sent or uploaded as part of our paid services to you.
Legalesign realises that most customers use our service in a reasonable manner to meet their needs. We have some fair usage guidelines, which are designed to ensure that quality of service and reliability, and based on our analysis of use of the system over time. These guidelines give an indication of what we believe is normal and reasonable for a user. If you exceed these guidelines we will contact you to enquire about your use of the system to ensure you are using the system within normal business use.
Unlimited sent documents – we operate a fair use guideline of 100/month per user.
Unlimited uploaded documents – we operate a fair use guideline of 100/month per user.
The API is comprised of universal resource locators (URLs) that perform certain functions of the Service. The API is for use by other software We have developed the Service to allow for easy API integration. The functionality of our API is available to your end users for their personal use only and in accordance with the documentation at http://apidocs.legalesign.com/ . Your use of our API is always subject to the following terms.
By selecting a paid version of our Service from the Site you agree to pay us the monthly subscription fees indicated for that Service. Payments will be charged on the day you sign up and will cover the use of that Service for a monthly period from that day. Paid service fees are not refundable.
The Company uses e-payment software. In respect of payments these terms shall not limit or exclude the terms of the e-payment service provider as it applies to those payments. You acknowledge and agree that your payments are controlled by, and are the responsibility of, the e-payment provider and not the Company. Other means of payment are accepted and you should contact us if you wish to use an alternative method.
You may terminate your paid service at any time to us in writing, or by terminating your subscription through the e-payment provider. If the e-payment provider notifies us you have terminated your subscription your account status will be amended to reflect this change.
You agree that the Company shall be permitted to charge your credit card on a monthly basis itself, or via a e-payment provider, in advance of providing its services or as needed for prepayments, any applicable sales taxes, and any other charges you may incur in connection with your use of the Service.
The Company is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by the Company. Currency exchange settlements will be based on agreements between you and the provider of your credit card. In addition, we do not give pro-rated refunds for unused time if cancellation is initiated during the middle of a billing cycle. We reserve the right to change our fees, but will notify you in advance of increases.
All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The costs of any returns if permitted will be at your expense, unless otherwise provided by applicable law.
You acknowledge that you are solely responsible for any personal data or information that you choose to disclose and make publicly accessible via the Service, and that under no circumstances will the Company be liable in any way for the disclosure and public accessibility of such personal data or information. You acknowledge that any personal data or information (or any other Content) posted to publicly accessible areas may remain publicly accessible indefinitely.
You acknowledge that all information, documents, data, text, software, music, sound, photographs, graphics, video, messages and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. The Company does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will the Company be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.
You acknowledge that the Company has no obligation to monitor Content. The Company shall have the right (but not the obligation) in their sole discretion to refuse, move or remove any Content that is available via the Service that violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You agree that the Company may access, preserve, and disclose your Account information and Content: (a) to its affiliated companies worldwide for the purpose of providing the Content to you in an efficient manner; (b) for the purpose of properly administering your account in accordance with the standard operating procedures of the Company or its affiliated companies; and (c) if required to do so by law or in the good faith belief that any such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Contract; (iii) respond to claims that any Content violates the rights of third-parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of the Company, its users and the public.
You acknowledge that the technical processing and transmission of the Services, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. The Company reserves the right to terminate your access to some or all parts of its Services if you withdraw your consent in this paragraph at any time.
We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We will try and ensure all maintenance is not carried out during office hours and to give you as much advance notice of any maintenance as we can.
You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
The Company undertakes that the Service will be performed substantially in accordance with the descriptive documentation made available to you (“Documentation”) including via our Site and with reasonable skill and care. But this undertaking shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service or Documentation by any party other than the Company or the Company’s duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in this paragraph.
Notwithstanding the foregoing, the Company does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements. Nor is the Company responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by the Company you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.
The Company grants you a non-transferable and non-exclusive right and licence to use the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicence, grant a security interest in or otherwise transfer any right in the Software. The foregoing is subject to applicable statute and other express law. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to the Service. You agree not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service.
We do not acquire ownership in your API clients. And nothing in the Terms shall operate to transfer to you or create for your benefit any interest (including but not limited to goodwill) in the Service, our branding or other logos and trade marks included in the Service, which shall remain at all times our property.
The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Service, provided that:
(i) the Customer is given prompt notice of any such claim; (ii) the Company provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (iii) the Customer is given sole authority to defend or settle the claim.
The Company shall defend the Customer, its officers, directors and employees against any claim that the Service infringes any United Kingdom patent effective at the start of the Contract, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(i) the Company is given prompt notice of any such claim; (ii) the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at Company’s expense; and (iii) the Company is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, we may procure the right for the Customer to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two business days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall we, our employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(i) a modification of the Services or Documentation by anyone other than the Company; or (ii) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Company; or (iii) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.
This section and the Liability section below state the Customer's sole and exclusive rights and remedies, and the Company’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
This section sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:
(a) any breach of the Contract however arising; (b) any use made by the Customer of the Services; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
Except as expressly and specifically provided in the Contract:
(i) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer's direction; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and (iii) the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in these Terms seeks to exclude the Company’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. However beyond that we exclude all other liability to the extent permitted at law.
Subject to the terms of the previous paragraph, in no event shall the Company be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss, and the Company’s total aggregate liability arising under the Contract or otherwise relating to the Service shall be limited to 100% of the price paid for the Service.
If you have any queries contact us using details at the following web page - https://legalesign.com/opn/contact/