Terms of Service
THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE”) AND THE LICENSOR AND GOVERN USE OF AND ACCESS TO LEGITO BY YOU OR USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR A FREE TRIAL OF LEGITO.
By accepting these Terms, or by accessing or using Legito or the Workspace, or authorizing or permitting any User to access or use the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization or another legal entity, you are agreeing to these Terms for that entity and representing to the Licensor that you have the authority to bind such entity and its affiliates to these Terms, in which case the term Licensee related capitalized terms herein shall refer to such entity and its affiliates.
1. Definitions
1.1 In this Agreement:
1.1.1 “Document” means any generated or saved document (or it’s revision) based on any Form which is recorded in Legito database;
1.1.2 “Document Management” is a part of Legito which contains information about created (generated or saved) Documents;
1.1.3 “External Document Records” means an item added to Document Management which is not based on any Document, such as any record of an external document;
1.1.4 “Form” means any source document template which is added by Licensee into Legito database;
1.1.5 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC;
1.1.6 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
1.1.7 “Legito” means software – internet platform titled Legito whose main functionalities are (i) creation of customizable forms of documents, (ii) customization of legal documents, (iii) automated generation of documents from forms in Licensees’ house-style (according to Legito technical documentation) based on choices made by users from alternative wording and data filled in by users, (iv) document management, in the latest published version available at www.legito.com;
1.1.8 “License” is defined in clause 2.2 of this Agreement;
1.1.9 “License Fee” is defined in clause 7.1 of this Agreement;
1.1.10 “Licensee Data” means the data inserted into Legito (e.g. content of Forms, Documents, External Document Records, Document Management) by any person belonging to the Licensee communicated to and/or processed and/or generated by the Licensor. The Licensee Data also includes Licensee’s Data, Documents, and Forms;
1.1.11 “Licensor” means for the USA, Canada, and Mexico Legito, Inc., 25 W 39th St, New York, NY 10018, USA, and for the rest of the World: Legito s.r.o., Registration ID: 02649659, registered office: Pod Lipami 19, 278 01 Kralupy nad Vltavou, the Czech Republic
1.1.12 “Login” means a combination of unique identification (e.g. username or email address) and password connected with a User account which allows a certain user to log in to the Workspace;
1.1.13 “Parties” means jointly the Licensor and the Licensee;
1.1.14 “Party” means individually the Licensor or the Licensee;
1.1.15 “Services” are defined in clause 5.1 of this Agreement;
1.1.16 “Storage space” means the maximum size of all uploaded external files to the External Document Records added to the Workspace;
1.1.17 “User” means any user account which allows accessing the Workspace within given permissions;
1.1.18 “Workspace” means a non-public part of Legito which contains Licensee’s Forms, Documents, External Document Records and/or Files.
2. License
2.1 The Licensor has the right to grant to the Licensee the License as contemplated by this Agreement.
2.2 The Licensor grants to the Licensee a non-exclusive License to use one Workspace in Legito for the period to which the License was bought on Legito webpage (the "License").
2.3 The Licensee may use a storage space specified in the Legito webpage for uploaded allowed files. Data traffic shall not be higher than 5x of the storage space size per year.
2.4 The Licensee acknowledges that the functions and features of Legito are not legal services and do not replace legal service.
2.5 Licensee shall be entitled to use Legito in the latest released version.
3. Hosting and SLA
3.1 The Licensor agrees to make the relevant application available through the internet at least for 99 % of time each calendar year. The service availability will be measured at output from a server farm where the relevant server of the Licensor is located to the Internet Network.
3.2 The License is granted remote usage of Legito over the Internet network through a users' interface and/or API (if not agreed otherwise, maximum 1 000 API requests to Documents per user per month and 1 000 other API requests per user per day) of Legito according to its technical documentation and instructions stated in Legito users’ interface.
4. Data Processing
4.1 This article 4 applies to a Licensee from the European Economic Area only.
4.2 Licensor must process personal data in accordance with the GDPR, in particular with Article 28 of GDPR as follows:
4.2.1 The Licensor shall process personal data as necessary for the purpose of proper working of features and components of the Licensee’s Workspace in Legito and for providing of Services to the Licensee.
4.2.2 Licensor shall be processing all personal data contained in Licensee’s Data (the scope).
4.2.3 Licensor shall process personal data in accordance with a separate Personal Data Processing Agreement, concluded by the Parties together with this Agreement, and following the Licensee’s instructions. However, if such instructions will result in an additional expense for the Licensor, the Licensee shall reimburse the Licensor for such incurred expenses if the Licensor will inform the Licensee in advance that a respective instruction will result in an additional expense and the Licensee will confirm the instruction to the Licensor.
4.2.4 If Legito does not contain a feature providing the Licensee with the ability to extract, delete, update or correct personal data, the Licensor must, on Licensee's request, assist the Licensee’s in addressing the legal rights of data subjects.
4.2.5 Licensor undertakes to implement and apply adequate technical and organizational measures, required by article 32 of the GDPR. Details are specified in clause 8.3 of this Agreement.
4.2.6 The Licensor is required to ensure that only necessary personnel have access to the server’s operating system and database.
4.2.7 Licensor may engage sub-processors in connection with the services or operation and development of Legito. Using sub-processors does not release the Licensor from its obligations under this Agreement and Licensor remains liable for the failure of its sub-processors to comply with the obligations of this Agreement.
4.2.8 Licensor must notify the Licensee of all engaged sub-processors. For the purpose of this clause, notification of the Licensee means listing all respective sub-processors at a Licensor’s webpage. Licensee may raise reasonable objections to a new sub-processor in which case the Parties will negotiate to reach a mutually acceptable solution.
4.2.9 Licensor may not transfer Licensee’s Data (including personal data) to a third country that is outside the European Economic Area unless Licensee provides the Licensor with a written consent authorizing such transfer.
4.3 Except as expressly stated herein, this Agreement does not grant the Licensor any rights to, or in, any Intellectual Property Rights or any other rights or licenses in respect of the Licensee’s Data, including data of Licensee’s clients.
4.4 The Licensee Data is and will be the sole property of the Licensee.
5. Technical and Automation Support
5.1 The Licensee may engage the Licensor to provide the Licensee with services consisting of technical assistance to the Licensee by the creation of Licensee’s Forms or other settings in Legito (the “Services”). Each service will be ordered with a separate agreement (e.g. email confirmation of an offer) concluded between the Parties for each project. Services will be charged with an hourly rate according listed at the Legito webpage for the online purchase of such services.
6. Term of the Agreement and Prolongation
6.1 This Agreement has been entered into for the period of the duration of the License under Article 2 hereof.
6.2 If no Party informs the other Party that respective Party does not want to prolong the License (including deactivation of the recurring billing or not paying the license fee by the Licensee) before the expiration of the License, the License shall be automatically prolonged for another period to which the License was bought (typically 3 or 12 months) under the same conditions mentioned in this Agreement.
7. License Fee
7.1 The Licensee agrees to pay to the Licensor an amount mentioned at the relevant Legito webpage for the online purchase of the License (the “License Fee”).
8. Intellectual Property
8.1 All Forms, Documents, External Document Records, Files and information inserted into them including, without limitation, proprietary information or confidential know-how, including, but not limited to, ideas, inventions, improvements, discoveries, software design, software coding, charts, drawings, drafts or final reports, findings, recommendations, policies, procedures, data and memoranda and any other information inserted by the Licensee or any person operating any User account into Legito which is in the possession of the Licensee prior to the commencement of this Agreement remains property of Licensee and the Licensor shall acquire no right or interest in such intellectual property.
8.2 All Intellectual Property Rights in Legito belong and shall belong, to the Licensor.
8.3 The Licensor is obliged to reasonably, in respect to costs compared to the License Fee, secure the Workspace in Legito (including the server on which the application is running) against unauthorized access to the Licensee’s Data by a third party and to protect it against cyber-attacks with appropriate software and/or hardware. If the Licensor secures the computer systems against cyber-attacks with an appropriate software and/or hardware equipment, yet Licensee’s Data is disclosed as a result of the cyber and/or physical attack, the Licensor shall not be liable for the disclosure of Licensee’s Data as a result of such attack.
9. Force Majeure
9.1 The Parties release each other from any liability for failure to fulfil obligations hereunder as long as any event of force majeure lasts, provided that they could not be required to prevent their failure to fulfil their obligations hereunder due to force majeure.
9.2 For the purposes of this Agreement, force majeure shall mean any event beyond the will of the Parties that impedes the fulfilment of their contractual obligations and that could not be foreseen at the moment this Agreement was entered into. For the purposes of this Agreement, force majeure includes primarily natural disasters, fires, explosions, strong winds, earthquakes, inundation, wars, strikes, unavailability of internet infrastructure due to governmental restrictions or cyber-attacks, or any other events that are beyond the control of the Parties.
10. Governing Law
10.1 This Agreement shall be governed by and interpreted in accordance with the laws of the seat of the Licensor.
10.2 All disputes arising from this Agreement and/or in connection with it shall be decided by the relevant courts according address of seat of the Licensor.
