Terms of Service

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND THEM.  

1. SUBSCRIPTION
1.1 The System
Subject to the terms of this Agreement and pursuant to Your Order, Legau hereby grants you a non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to use the System. 

1.2 Services Included
At no additional charge, Legau will provide you with: 

(a) support, available remotely
(b) self-service online training guides and resources (to the extent available); and
(c) system maintenance, backup, updates and improvements. 

1.3 Subscription Term 

You have access to the System during the Subscription Term and any renewal. Unless otherwise specified on the Order or terminated by either Party, each Subscription Term will automatically renew for a period equal to the original Subscription Term. An Upgrade will be effective immediately and will not cause a change in the ongoing Subscription Term termination date. Downgrades will be effective at the start of the next Subscription Term. 

1.4 Trial 

Legau may provide you with a Trial for evaluation purposes only. Your use of the System during the Trial will be in accordance with this Agreement. Unless You enter into a paid Subscription Term, this Agreement and your right to access the System will terminate at the end of the Trial. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LEGAU WILL HAVE NO WARRANTY, INDEMNITY, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.  

1.5 Fees 

The System fees are determined based on the Order and any Upgrades or Downgrades carried out in your account. Upgrade fees will be prorated based on the period remaining in the ongoing Subscription Term. In the event of a Downgrade from a paid Subscription Plan to a Free Plan, you will remain responsible for any unpaid fees. All fees will be billed after an Order issues unless otherwise specified by the Order. You acknowledge that you are solely responsible for any and all fees charged to you by your credit card issuer or other financial institution including, but not limited to, bank transfer fees, overdraft, insufficient funds, and over-the-credit-limit fees. Failure to pay fees owed to Legau (excluding amounts disputed in good faith) for 35 (thirty-five) days or more from invoice due date may result in your account being terminated. 

1.6 Taxes 

All fees are stated exclusive of any Taxes. You are responsible for paying all Taxes associated with your purchases, including, without limitation, VAT, except for taxes based on Legau’s net income. 

2. YOUR RESPONSIBILITIES
2.1 Use of the System 

You will not directly or indirectly: (a) use the System in any manner that violates Legau’s Intellectual Property; or (b) disrupt the integrity, performance or security of the System. You are responsible: (a) for the accuracy and quality of your Data; (b) for complying with all applicable laws governing the privacy, protection, transfer and use of your Data, including if applicable, with the European Union data protection laws, and (c) for all inquiries regarding Personal Data from Data Subjects or Supervisory Authorities (as those terms are defined by applicable directives, laws, and/or regulations). 

2.2 Maintenance and security of systems, infrastructure and credentials 

You shall implement and maintain reasonable security measures relating to your own systems and infrastructure and to the access credentials regarding the System to ensure that no unauthorised person or application may gain access to the System or impacts the performance of the System. 

3. DATA AND PRIVACY 

3.1 Your Data Ownership

(A) You own all rights, title, and interest in and to all of Your Data. Subject to this Agreement, You grant Legau, its Affiliates, and applicable contractors a royalty-free, worldwide, non-exclusive, limited-term license to host, use, process, transmit, and display Your Data only as reasonably necessary (i) to provide, maintain, and update the System; (ii) to prevent or address security or technical issues, including providing support; (iii) to comply with legal requirements, the Privacy Policy, or as expressly permitted in writing by You.
(B) To the extent Data Protection Laws apply to Your Personal Data in the System, as defined in such laws, You represent and warrant that: (i) You have secured all necessary rights in and to Your Data to grant Legau the license in this Clause and to transfer such Personal Data to Legau, (ii) the transfer of Personal Data to Legau does not violate Data Protection Laws or Your privacy policy, and (iii) You will comply with Your privacy policy and Your obligations under Data Protection Laws, including in any instructions You give Legaü for processing Personal Data.
(C) Legau does not sell personal information contained in Your Data.
3.2 Privacy Policy 

Legau will maintain appropriate safeguards for protection of Your Data in accordance with the terms of its Privacy Policy and its obligations under Data Protection Laws. Legau may amend this document from time to time in its sole discretion. You acknowledge that You have read and understand the Privacy Policy .

3.3 Aggregate and Anonymized Data 

In order to maintain, provide and improve the System, you hereby consent to Legau collecting, using, processing, or otherwise exploiting Aggregate and Anonymized Data (as defined below) in any way, in its sole discretion. For clarity, this Clause 3.3 does not give Legau the right to identify You as the source of any Aggregate and Anonymized Data.

4. CONFIDENTIALITY
4.1 Mutual Confidentiality Obligations 

Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party and will remain the sole property of the disclosing Party. Each Party agrees as follows: (a) to use Confidential Information disclosed by the other Party only for the purposes described in this Agreement; (b) that such Party will not use or disclose such Confidential Information to any third party, except as part of its performance under this Agreement; (c) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, who have a need to have access and who have agreed in writing to treat such information in accordance with the terms of this Agreement; and (d) to the extent practicable, return or destroy, all Confidential Information disclosed by the other Party. 

4.2 Compelled Disclosure 

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent compelled by law to do so, provided that the Party making the disclosure pursuant to the order will first have given prompt written notice to the other Party and made a reasonable effort to obtain a protective order. 

4.3 Injunction 

Parties agree that breach of this Clause 4 would cause disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the disclosing Party will be entitled to injunctive relief against such actual or threatened breach, without proving actual damage or posting a bond or other security. 

5. PROPRIETARY RIGHTS 

Subject to the limited rights expressly granted in this Agreement, or your Order, Legau and its licensors reserve all right, title, and interest in and to the System, including without limitation all of the related Intellectual Property rights and derivative works. You recognize that the System and its components are protected by the intellectual property laws of Portugal and other countries, and all rights to the System not expressly granted to You in this Agreement are reserved. 

6. REPRESENTATIONS AND WARRANTIES
6.1 Legau Representations and Warranties 

Legau warrants (a) that it employs appropriate technical and organizational measures, and (b) the System will perform materially in accordance with the documentation made available by Legau. For any breach of a warranty above, Your sole and exclusive remedies are those described in the Clause 9. 

6.2 From You 

You warrant (a) that if You are entering into this Agreement on behalf of a legal entity, You have the authority to bind such entity and its Affiliates to this Agreement; and (b) your use of the System will comply in all material respects with Legau’s Intellectual Property, and all applicable laws and regulations. 

6.3 Disclaimers 

EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SYSTEM IS PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.  

7. MUTUAL INDEMNIFICATION
7.1 Indemnification by Legau 

If Legau receives information about an infringement or misappropriation Claim related to the System, Legau may in Legau’s discretion and at no additional cost to You (i) modify the System to render it non-infringing; (ii) obtain a license for Your continued use of the System; or (iii) terminate Your subscription and refund You any prepaid fees. The above defense and indemnification obligations do not apply if (1) the Claim arises from a modification to the System by anyone not under Legaü’s direction or control; (2) a Claim arises from the use or combination of the System with software, hardware, data, or processes not provided by Legaü, if such use would not otherwise infringe; or (3) a Claim arising from Your use of the System in violation of this Agreement. 

7.2 Indemnification by You 

Except for Claims subject to indemnification by Legau under Clause 7.1, You will defend, indemnify, and hold Legau, its Affiliates, and Legau and their employees, officers, and directors, harmless from and against any Claims, and will pay all Losses, to the extent arising out of or related to third party Claims against Legau related to (a) Your use or modification (including by anyone using logins, IDs, or passwords assigned to You) of the System (e.g., Claims arising from use of the System for fraudulent purposes); (b) any of Your content (e.g., Claims for infringement, violation of privacy rights, or contractual obligations based on documents in the System); or (c) Your failure to obtain necessary consents of third parties. 

7.3 Exclusive Remedy 

This Clause 7 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against the other party for any type of claim described in this Clause 7. 

7.4 Indemnity Process 

The Parties’ indemnification obligations are conditioned on the indemnified party (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any Claims unless it unconditionally releases the indemnified party of all liability ; and (c) providing necessary information and reasonable assistance in connection with the claim, at indemnifying party’s request and expense. 

8. LIMITATIONS ON LIABILITY
8.1 Limitation of Liability 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER CLAUSE 1 ABOVE.  

8.2 Exclusion of Consequential and Related Damages 

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST USE, OR BUSINESS INTERRUPTION, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  

8.3 Other exclusions 

WE WORK HARD TO KEEP THE SYSTEM SECURE. WE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR VIRUSES, MALWARE OR OTHER MALICIOUS OR DAMAGING SOFTWARE ON YOUR DEVICES. PLEASE ENSURE THAT YOUR OWN COMPUTER AND MOBILE DEVICES SECURITY IS COMPREHENSIVE AND UP TO DATE.  

THE SYSTEM MAY INCLUDE LINKS TO THIRD-PARTY WEBSITES, PLUG-INS AND APPLICATIONS. IF WE LINK YOU TO A POST ON SOCIAL MEDIA OR BLOG, OR TO PAGES OF PARTNERS OR OTHER THIRD PARTIES, FROM THE MOMENT YOU CLICK ON THAT LINK, WE ARE NO LONGER RESPONSIBLE FOR THE CONTENT YOU ARE SEEING OR HAVE ACCESS TO. WE DO NOT CONTROL THESE THIRD-PARTY WEBSITES AND DOES NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER FOR THIRD-PARTY SITES AVAILABLE THROUGH THE SYSTEM, VIA HYPERLINK OR OTHERWISE, NOR THEIR RESPECTIVE CONTENTS, HYPERLINKS OR SECURITY FLAWS. WE ENCOURAGE YOU TO REVIEW THE TERMS OF USE AND PRIVACY POLICIES APPLICABLE TO THOSE WEBSITES. ANY ACCESS TO, OR USE OF, A THIRD-PARTY WEBSITE IS SOLELY AT YOUR OWN RISK.  

YOU NEED TO BE CONNECTED TO THE INTERNET TO HAVE ACCESS AND USE THE SYSTEM. WE ARE NOT RESPONSIBLE FOR OUTAGES OR DISRUPTIONS OF THE INTERNET AND TELECOMMUNICATIONS INFRASTRUCTURE WHICH ARE BEYOND OUR CONTROL AND CAN LEAD TO INTERRUPTIONS IN THE AVAILABILITY OF THE SYSTEM. WE MAY, TEMPORARILY AND UNDER CONSIDERATION OF THE USERS’ LEGITIMATE INTERESTS (E.G., BY PROVIDING PRIOR NOTICE), RESTRICT THE AVAILABILITY OF THE SYSTEM OR CERTAIN AREAS OR FEATURES THEREOF, IF THIS IS NECESSARY IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF OUR SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ENSURE THE PROPER OR IMPROVED FUNCTIONING OF THE SYSTEMS. WE MAY IMPROVE, ENHANCE, AND MODIFY THE SYSTEM AND INTRODUCE NEW FEATURES OR ELIMINATE SOME OF THE EXISTING ONES FROM TIME TO TIME. WE MAY ALSO PERMANENTLY DISCONTINUE THE SYSTEM AT OUR OWN DISCRETION, GIVING YOU A 30 (DAY) NOTICE IN ADVANCE OF THE DATE OF DISCONTINUATION OF THE SYSTEM, AND PROVIDING YOU WITH A BACKUP OF YOUR INFORMATION.  

9. TERMINATION
9.1 For Any Reason 

Subject to your Order terms and conditions and the commitment period set out therein, you may terminate this Agreement at any time without prior notice. You will remain responsible for any unpaid fees for the remainder of the Subscription Term or Renewal Term (as applicable). 

9.2 For Cause 

Upon any breach of a material provision of this Agreement by a Party (“Breaching Party”), the other Party (“ Non-Breaching Party”) may terminate this Agreement by providing thirty (30) days’ written notice to the Breaching Party specifying the material breach. The termination will become effective at the end of the notice period unless the Breaching Party cures the breach during the notice period. If You terminate the Agreement in accordance with this Clause, Legau will refund You any prepaid fees for the remainder of the ongoing Subscription Term. If Legau terminates this Agreement in accordance with this Clause, You will pay any unpaid fees for the ongoing Subscription Term remaining after the effective date of termination. 

9.3 Effect of Termination 

Upon termination of this Agreement: (a) all rights and licenses granted under this Agreement will immediately terminate; (b) the Parties will discontinue use of and return or destroy all Confidential Information; (c) Legau will return Your Data upon Your written request to be received no later than thirty (30) days after the effective termination date of this Agreement; and (d) the following provisions will survive termination or expiration of this Agreement: (i) any of Your obligations to pay fees incurred before termination; (ii) Clauses 4 (Confidentiality), 5 (Proprietary Rights), 6 (Representations and Warranties), 7 (Mutual Indemnification), and 8 (Limitation of Liability); and (iii) any other provision of this Agreement that must survive to fulfil its essential purpose. 

10. MISCELLANEOUS
10.1 Relationship of Parties 

The Parties are independent contractors, and neither Party may make commitments on the other’s behalf. 

10.2 Export Compliance 

The System and any of its derivatives may be subject to export laws and regulations of Portugal and other jurisdictions. 

10.3 Force Majeure 

No delay, failure, or default will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, civil disorder, acts of God or of nature, or other causes beyond the performing party’s reasonable control; provided, however, that lack of funds or inability to pay will not be deemed to be a reason beyond a party’s reasonable control.

10.4 Waiver 

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 

10.5 Choice of Law & Jurisdiction 

This Agreement will be governed solely by the laws of Portugal. Subject to the dispute resolution terms of this Agreement, the Parties consent to the personal and exclusive jurisdiction of the courts of Lisbon, Portugal. 

10.6 Entire Agreement 

This Agreement constitutes the entire agreement between the Parties. Except where expressly stated otherwise in a writing executed between the Parties, the order of precedence will be: (i) the Order; and (ii) this Agreement. This Agreement sets forth Your exclusive remedies with respect to the System. If any provision of this Agreement is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

10.7 Notices 

Legau may send notices pursuant to this Agreement to Your emails registered on the System. You may send notices pursuant to this Agreement to [email protected] 

11. DEFINITIONS 

“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. For this purpose, “control ” means possessing the power to direct the day-to-day management, operation, and policies of any given person or entity 

“Aggregate and Anonymized Data” means (i) data generated by aggregating Your Data with other data so that results are non-personally identifiable with respect to You or other individuals or businesses You invited to documents in the System; and (ii) learnings, logs, and data regarding use of the System. 

“APIs” means the Legau applications programming interfaces, and their corresponding developer materials including but not limited to software development kits, tools, libraries, scripts, and sample source code. 

“Confidential Information” means information disclosed by one of the Parties to the other (a) in a tangible form and marked “Confidential” or with words of similar import, (b) Your Data; (c) any technology incorporated into or used by the System; or (d) under circumstances by which recipient should reasonably understand such information is to be treated as confidential, whether or not marked “Confidential” or otherwise. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in recipient’s possession at the time of disclosure; (ii) is independently developed by recipient without reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of recipient’s improper action or inaction; or (iv) is approved for release in writing by the disclosing party. 

“Data Protection Laws” means the following legislation to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC), notably law no. 41/2004, of 18 August of 2004; (b) the General Data Protection Regulation (2016/679) and any national law issued under that Regulation, notably law 58/2019, of 8 August of 2019; and (c) any other similar national privacy law. 

“Downgrade” means a reduction in the number of paid Seats in Your account, a change to a lesser value Subscription Plan, a move to a shorter Subscription Term, or the removal of add-on features or functionalities in Your account. 

“Intellectual Property” means all trademarks, service marks, rights in trade names, business names, logos and get-up and any goodwill attaching to the same, patents, rights in inventions, design rights, copyrights (including copyrights in software), database rights, rights in domain names and URLs, rights in Know-how, and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, embodied by or contained in the System and its documentation. 

“Order” means the Legau ordering document or selections made in the System by You indicating a Subscription Plan, the Subscription Term, the quantity of Seats selected for Your account, and associated fees, usually under the form of a “Legau SaaS Client Letter”. 

“Privacy Policy” means Legau’s Privacy Policy available at https://legau.co/privacy-policy.  

“Seat” means the right to access the System provided to each of Your authorized users. The feature and technical capabilities available to each Seat type is based on the Subscription Plan associated with Your account. 

“Subscription Plan” means the plan that allows You and Your authorized users to register for an account to use the System. Subscription Plans provide parameters of included features, permitted numbers Seats, API calls, System actions, and other usage parameters. 

“Subscription Term” means the period designated on the Order or any subsequent renewals during which You have right to use the System. 

“System” means Legau’s hosted online legal documents creation and management, and legal research system, as modified from time to time. The System includes, without limitation, Legau’s proprietary software and other technology, including any APIs, enhancements, modifications, and derivative works. 

“Taxes” mean taxes, duties, or similar governmental assessments, including, for example, value-added, sales, use, goods and services taxes, or withholding taxes, assessable by any jurisdiction. 

“Trial” means a time limited free or paid (as agreed between the Parties) access to one of the paid Subscription Plans. 

“Upgrade” means a change to superior Subscription Plan, an increase in the number of paid Seats, a move to a longer Subscription Term, or the addition of add-on features and functionalities in Your account. 

“You” means the individual or entity who registered for an account to the System. For clarity, You includes customer’s authorized users and any Affiliate. You must be at least 16 years of age to access the System. 

“Your Data” means electronic data, information or material not supplied by Legau that You import into the System or transmit via your account in the System, including from individuals or business entities You have invited to documents in the System