Legatics Authorised End User Agreement
1.1 Thanks for choosing to use the Legatics platform, provided by Legatics Limited, a company registered in England and Wales with company number 09590941 (“Legatics”, “we”, “us”, “our”) and welcome to the Authorised User End Agreement (the “Terms”). The Terms you see below are important because they:
(a) outline your legal rights on Legatics;
(b) explain the rights you give to us when you use Legatics; and
(c) describe the rules everyone needs to follow when using Legatics.
1.2 The definitions and rules of interpretation that apply in these Terms which are not defined in these Terms are contained in the Legatics Authorised End User Agreement Glossary, contained at the end of this document, and should be read with these Terms as if they were incorporated into these Terms.
1.3 Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, limitations of liability, privacy and how disputes are resolved. If you wish to review the terms of the Agreements, the current effective versions of the Agreements can be found on Legatics’ website at www.legatics.com. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then, subject to any other rights you have in another contract with us, you may not use our Services.
1.4 Where you have a Customer Subscription Contract with Legatics, in the event of a conflict between and the Agreements and your Customer Subscription Contract, the terms of the Customer Subscription Contract shall prevail.
2. Changes to the Agreements
3. Using our Services
3.1 The Legatics Services are the property of Legatics or Legatics’ licensors. We grant you limited, non-exclusive, revocable permission to make use of our Services. This access to our Services shall remain in effect until and unless terminated by you or by Legatics.
3.2 The Services are not sold or transferred to you, and Legatics and its licensors retain ownership of all of the Legatics Software.
3.3 All Legatics trademarks, service marks, trade names, logos, domain names, and any other features of the Legatics brand (“Legatics Brand Features”) are the sole property of Legatics or its licensors. The Agreements do not grant you any rights to use any Legatics Brand Features whether for commercial or non-commercial use.
3.4 You agree to abide by our Authorised End User guidelines and not to use the Legatics Services or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Legatics grants no right, title, or interest to you in the Legatics Services.
3.5 Third party software (for example, open source software libraries) included in the Legatics Service are made available to you under the relevant third-party software library’s license terms.
5.1 You shall keep Legatics’ Confidential Information confidential and, except with the prior written consent of Legatics, shall:
(a) not use or exploit the Confidential Information in any way except for your use of the Software;
(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
(c) not access the Software as, describe the Software to, or show the Software to, a direct competitor of Legatics;
(d) not copy, reduce to writing or otherwise record the Confidential Information, except as necessary for your use of the Software.
5.2 You may disclose the Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction.
6. Customer Data
6.1 Subject to the terms of the Agreements, Legatics permits Authorised End Users to upload or input Permitted Data to each Matter to which they have access as part of the Services.
6.2 Customer Data uploaded or inputted to a Matter, to the extent permitted by applicable law, remains at all times the property of the relevant Customer and, for the purpose of Data Protection Legislation, the relevant Customer remains at all times the Controller of that Customer Data. Each Authorised End User agrees not to view, download, copy, share, publish edit, amend, reproduce, damage, destroy or otherwise interfere with any Customer Data other than in so far as it is authorised to do so by the relevant Customer.
7. Rights you grant us
7.1 In consideration for the rights granted to you under the Agreements, you grant us the right to allow our Services to use the processor and bandwidth of your Device and Browser in order to facilitate the operation of the Services.
7.2 If you provide feedback, ideas, or suggestions to Legatics in connection with the Services (“Feedback”), you acknowledge that the Feedback is not confidential and you authorise Legatics to use that Feedback without restriction and without payment to you. Feedback is not Customer Data and you grant Legatics a non-exclusive, transferable, sub-licensable, royalty free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years, irrevocable, fully paid, worldwide licence to use, reproduce, publish, translate, modify and create derivative works from any Feedback and where applicable and permitted under applicable law, you agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any Feedback, and your right to object to derogatory treatment of such Feedback.
8. Acceptable use
8.1 Legatics respects duties of confidentiality and intellectual property rights and acts in compliance with all laws and regulations applicable to it (including Data Protection Legislation) and expects you to do so as well. You therefore represent and warrant that you will comply with all laws and regulations (including Data Protection Legislation) applicable to your use of the Services.
8.2 You are responsible at all times for your conduct, content and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not use or access the Services for the purpose of building or procuring a product or service that is competitive to Legatics and the Services and/or the Documentation or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them by using a method other than through the interfaces and instructions we provide.
(c) You may not circumvent or attempt to circumvent any limitations that Legatics imposes on your account or any technology used by Legatics, its licensors, or any third party to protect the Services.
(d) Unless authorised by Legatics in writing, you may not probe, scan or test the vulnerability of any Legatics system or network.
(e) Unless authorised by Legatics in writing or in accordance with the proper use of a designated API, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(g) Except as may be allowed by any applicable law which is incapable of exclusion, you may not:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror or republish all or any portion of the Software or a Beta Software Module; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or a Beta Software Module.
(h) You may not display, disclose or otherwise make the Services and/or the Documentation available to any third party except Authorised End Users.
(i) You may not provide your password to any other person or use any other person’s username and password to access the Services.
(j) You may not engage in any activity, upload or input any data, or register and/or use a username, which is or includes material that:
(i) is unlawful, harmful, threatening, defamatory, obscene, bullying, infringing, harassing or racially or ethnically o offensive;
(ii) is illegal or facilitates illegal activity;
(iii) promotes unlawful violence;
(iv) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(v) in a manner that is otherwise illegal or causes damage or injury to any person, Software or property;
(vi) contain or link to malicious content such as malware, Trojan horses, or viruses;
(vii) interferes with or in any way disrupts the Services, tamper with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Services or Legatics’ or its licensors’ computer systems, network, usage rules, or any of Legatics’ or its licensors’ security components, authentication measures or any other protection measures applicable to the Services or any part thereof; or
(viii) conflicts with the Agreements.
(k) You may not access, store, distribute or transmit any viruses, malware, malicious code or similar things or any material in your use of the Services.
8.3 We reserve the right, without liability or prejudice to our other rights, to disable access to any material that breaches the provisions of the Agreements.
8.4 The Customer shall not and shall ensure that its employees do not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, a Beta Software Module and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or a Beta Software Module; or
(b) access all or any part of the Services and Documentation in order to build or procure a product or service which competes with the Services and/or the Documentation; or
(c) display, disclose or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than in accordance with this agreement.
8.5 You acknowledge and agree that any violation of these user guidelines (or any behaviour that Legatics reasonably believes violates these user guidelines) may result in the termination or suspension of your Legatics account.
8.6 Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorised use) of your username and password on the Services. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.
9. Service limitations and modifications
9.1 Subject to any agreement in a Customer Subscription Contract, Legatics will make reasonable efforts to keep the Services operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Legatics reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Services or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Services, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.
10. Term and termination
10.1 The Agreements will continue to apply to you until terminated by either you or Legatics. Legatics may terminate the Agreements or suspend your access to the Legatics Services in the event of your non-compliance with the Agreements, including in the event of your actual or suspected unauthorised use of the Services, or if we withdraw the Services (in which case we shall provide you reasonable notice in advance of doing so). If you or Legatics terminate the Agreements, or if Legatics suspends your access to the Services, you agree that Legatics shall have no liability or responsibility to you, to the fullest extent permitted by applicable law. You may terminate the Agreements at any time. To learn how to terminate your Legatics user account, please contact Legatics Customer Service.
10.2 Sections 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
11.1 Subject to any agreement in a Customer Subscription Contract, you agree that your sole and exclusive remedy for any problems or dissatisfaction with the Services is to request the termination of your user account and to stop using the Services.
11.2 Subject to any agreement in a Customer Subscription Contract, Legatics shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any unexpected, unintended, non-functional or unstable operation of or any damage caused by the use of a Beta Software Module.
11.3 Subject to any agreement in a Customer Subscription Contract, in no event will Legatics be liable (in contract or in tort) for any loss or damage suffered by you through the use of the Services.
11.4 Nothing in this agreement excludes the liability of Legatics:
(a) for death or personal injury caused by the Legatics’ negligence; or
(b) for fraud or fraudulent misrepresentation.
12. Entire Agreement
12.1 Other than as stated in this section, rights under a Customer Subscription Contract, or as explicitly agreed in writing between you and Legatics, the Agreements constitute all the terms and conditions agreed upon between you and Legatics and supersede any prior agreements between you and Legatics in relation to the subject matter of these Agreements, whether written or oral.
12.2 Please note, however, that certain aspects of your use of the Legatics Services may be governed by additional agreements to which you may not be a party. In particular, any authorisation granted to you by a Customer to use the Services as an Authorised End User may be subject to the terms of that Customer’s Customer Subscription Contract. A breach by a Customer of any of the terms and conditions of its Customer Subscription Contract may result in that Customer’s access to the Services being terminated or a Customer may choose to terminate its Customer Subscription Plan; in either case, your user account and access to the Services may be terminated by Legatics as a result. Legatics shall not be liable towards you in respect of any loss or damage that you suffer as a result of such termination.
13. Severability, modification and waiver
13.1 If any provision (or part of a provision) of the Agreements is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
13.3 No failure or delay by a party to exercise any right or remedy provided under the Agreements or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.1 Legatics may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Legatics may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-licence your rights under the Agreements, to any third party.
15. Governing law and jurisdiction
15.1 The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of England and Wales.
15.2 You and Legatics irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
16. Contact us
16.1 If you have any questions concerning the Services or the Agreements, please contact Legatics Customer Services.
Legatics Authorised End User Agreement Glossary
Authorised End User: each Customer User and each Authorised Third Party User.
Authorised Third Party: each person or entity who has been authorised by a Customer to use the Services in respect of a Matter.
Authorised Third Party Data: Permitted Data uploaded or inputted to a Matter by an Authorised Third Party or an Authorised Third Party User or by the Supplier on the Authorised Third Party’s or such Authorised Third Party User’s behalf for the purpose of using the Service or facilitating an Authorised Third Party’s or Authorised Third Party User’s use of the Service.
Authorised Third Party User: each employee, agent or independent contractor of an Authorised Third Party who is authorised by a Customer to use the Services in connection with a Matter.
Beta Software Module: a Software Module that is marked in Software as “alpha”, “beta” or in an analogous manner and may contain new, experimental, non-functional, intermittent or unstable functionality.
Browser: the web browser installed on a Device used by an Authorised End User to access the Services over the internet.
Confidential Information: means, all confidential information (however recorded, preserved or disclosed) disclosed by Legatics to an Authorised End User including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, contacts, clients, suppliers, plans, intentions, or market opportunities of Legatics; and
(ii) the operations, processes, product information, know-how, designs, trade secrets, software of associated code, software design and specifications Legatics and/or the Services, and
(b) any information or analysis derived from Confidential Information.
but in each case not including any information that:
1) is or becomes generally available to the public other than as a result of its disclosure in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
2) was lawfully in the possession of an Authorised End User before the information was disclosed to it by Legatics as evidenced by written records; or
3) the parties agree in writing is not confidential or may be disclosed.
Customer: each person or entity who has procured the use of the Services from Legatics and has entered into a Customer Subscription Plan with Legatics.
Customer Data: Permitted Data uploaded or inputted to a Matter by a Customer or a Customer User or by the Supplier on such Customer’s or such Customer User’s behalf for the purpose of using the Service or facilitating a Customer's or Customer’s User’s use of the Service, together with any data derived from the use of the Software.
Customer Subscription Contract: an agreement between Legatics and a Customer governing the use of the Services by the Customer.
Customer User: each and every employee, agent and independent contractor of a Customer authorised by a Customer to use the Services in connection with a Matter.
Data Protection Legislation: the Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679), as amended or replaced from time to time, and any applicable laws, regulations or guidance of official regulators implementing such legislation.
Device: the device used by an Authorised End User to access the Services via a Browser, including, but not limited to, any laptop, desktop computer, tablet and/or mobile phone.
Documentation: any in-software video tutorials, help pages and quick reference tip sheets which give guidance on the use of the Software.
Matter: an online space termed as a ‘matter’ within the Software.
Permitted Data: documents in a file format that is supported in the Software together with any associated metadata and text inputted into the Software, provided that such documents and/text does not breach the Agreements.
Software: the ‘Legatics’ software platform for the management of documentation and data in legal workflows and comprising of the Current Software Modules provided as a service over the internet.
Services: the Software, provided as a service over the internet, and any Support Services.
Support Services: any customer support services to be provided by Legatics in respect of a Matter, as detailed in the relevant Customer’s Customer Subscription Contract.
Supplier: Legatics Limited or any of its employees, agents and independent contractors.
16.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
16.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
16.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
16.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
16.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
16.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
16.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
16.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
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