The User hereby unconditionally agrees that unless the context otherwise requires, the definitions listed below when used in these Terms of Service shall have the meanings attached to them and these terms shall be interpreted accordingly. The definitions listed below as used in these Terms of Service may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in these Terms of Service and whenever such terms are used in these Terms of Service they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:
“Affiliate” shall mean, in relation to a Person, (a) being a corporate entity, any entity or Person, which Controls, is Controlled by, or is under the common Control of such Person, (b) where such Party is an individual, any Person, directly or indirectly Controlled by such Party, including a Relative of such Party, unless expressly stated otherwise, and (d) in any other case, a Person Controlled by a Party/Parties to this Agreement.
“Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or any other relevant jurisdiction.
“Assets” refers to Legitify’s websites, Legitify’s software products, Legitify’s hardware products, its content and its documentation.
“Confidential Information” means all of the Company’s business plans, mechanisms, business related functions, activities and services, customer lists, knowledge of customer needs and preferences, trade secrets, business strategies, marketing strategies, methods of operation, tax records, markets, other valuable information, confidential information and trade related information relating to the business and activities of the Company and useful or necessary for the success of the Company’s business and activities. Confidential Information shall also include financial information, such as Company’s earnings, assets, debts, prices, pricing structure, estimates, volumes of customers, transaction details such as names or address, terms of services, contracts of particular transactions, or related information about Company employees, customers, potential customers; marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, projections, sales forecasts or results of marketing efforts or information about impending transactions; personnel information; and customer information, such as any compilation of past, existing or prospective customers, customers’ proposals or agreements between customers and status of customers’ accounts or credit, or related information about actual or prospective customers.
“Notary” refers to the notary carrying out the notarization through the Legitify platform.
“Notarized Document” refers to any document that will be the object of notarization done using the Services.
“Entity” means and includes a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.
“Services” shall mean any and all services, whether through online and offline medium provided either directly and/or indirectly by Legitify, including the platform, site and integrated services.
“Session” shall be an audio-video connection provided by Legitify and held between the User and the Notary.
“Solution” refers to computer technology provided by Legitify.
“User” shall be any end user who uses Legitify. In the case when he is authorized to agree to these Terms on that Entity’s behalf and bind them to these Terms, the references to “he” and “his” in these Terms, refer to that entity.
2.1. References to a statute, ordinance or other Applicable Law shall be deemed to include any references to a statute, ordinance or other Applicable Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Applicable Law.
2.3. The Masculine includes the Feminine gender.
3.1. The User acknowledges, affirms, agrees and understands that he is not allowed to use the Services until he has verified on the Solution. To access the Services, the User is required to register providing his name, creating a password, and providing certain additional information such as the email address, legal name, date of birth, country of residence, zip code, the physical address, telephone number(s), applicable payment data and information. The User represents and warrants that all registration and account information he submits is truthful and accurate and he shall maintain and promptly update the accuracy of such information.
3.3. By using the Service, the User represents and warrants that he is over 18 years of age.
3.4. The User represents and warrants that he has all the valid authorisations mandated under Applicable Law, to the avail the Services.
3.5. If the User agrees to these Terms of Services on behalf of an Entity, he represents and warrants that he is authorized to agree to these Terms on that Entity’s behalf and bind them to these Terms. He hereby certifies he is legally permitted to use the Services, and take full responsibility for the selection, access, and use of the Services.
3.6. The User represents and warrants that he has no prior criminal record under any Applicable Law.
3.7. The User represents and warrants that he is not an undischarged insolvent.
3.8. The User represents and warrants that he has not been indicted in an ongoing criminal case under Applicable Law.
3.9. The User represents and warrants that all the information that he has provided to Legitify are true and accurate.
4.1. The User acknowledges, agrees, affirms and understands that he is responsible for obtaining his own access to the Internet and that Legitify shall not provide such access or any services in relation thereto. For clarification of doubt, notwithstanding anything contained herein, Legitify shall not be liable to pay and/or refund any monies to the User in relation to any of the circumstances as envisaged under this Clause, in any manner whatsoever.
4.2. The User understands, affirms, acknowledges and agrees that any other person other than the User shall not be present at any of the Sessions along with such persons specifically authorized by Legitify.
4.3. Notwithstanding anything contained herein, the User specifically covenants that he would be a direct User of the Assets and/or the Services. For avoidance of doubt, it is hereby clarified that no person other than the User is entitled to use the Assets and/or the Services, directly and/or indirectly, in any manner whatsoever.
4.4. The User is responsible for maintaining the confidentiality of his password, and he shall be responsible and liable for any access to or use of the Service by him or any person or entity using his password, whether or not such access or use has been authorized by him or on his behalf, and whether or not such person or entity is his employee or agent, including, without limitation, any fee-based transactions. Legitify reserves the right to deny access, use and registration privileges to any User of the Service if we believe there is a question about the identity of the person trying to access the Service.
4.5. The User agrees to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data.
4.6. Notwithstanding anything contained herein the User covenants that he shall not be using any of the Services for any illegal or unauthorized purpose.
4.7. The User covenants that he shall not use Legitify, either directly or indirectly:
4.7.1. to promote or support membership in any activity that is illegal, harmful, disruptive, or distasteful to other Users.
4.7.2. to contravene public morality.
4.7.3. to use any device, software or routine that interferes with the proper working of the Solution.
4.7.4. to introduce any viruses, trojan horses, worms, logic bombs or other computer code, file or program which is malicious or technologically harmful and can interrupt, impair, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
4.7.5. to solicit passwords or personal identifying information for commercial or unlawful purposes from other users or to modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Service or the rights or use or enjoyment of the Service by any other user.
4.7.6. to engage in the practices leading to obtaining the lists of Users or other Confidential Information.
4.7.7. to attempt to conceal his identity, conceal his identity or to impersonate any person or entity or falsely state or otherwise represent his affiliation with a person, or entity.
4.7.8. to manipulate identifiers to disguise the origin of any content transmitted on, through or in connection with the Service.
4.7.9. to attempt unauthorized access to any of the parts of the Solution.
4.7.10. to use any manual process to monitor or copy any of the material on the Solution or for any other unauthorized purpose without our prior written consent.
4.8. The User shall not engage in any activity and/or conversation with the Notary other than strictly for the purposes specifically laid down under these Terms of Service as integral constituents of the Services, prior to, during the continuance of, and after each and every Session.
4.9. By using the Services, the User agrees to cooperate with requests made by the Services or the Notary to effect the proper notarization of his document.
4.10. Notwithstanding anything contained herein, the User specifically covenants that he shall not use the Services for any commercial activity, directly or indirectly, in any manner whatsoever.
4.11. The User acknowledges, affirms, agrees and understands that time is of the essence in this Agreement.
4.13. If accessing the Solution to view, sign or retrieve electronic documents made available by a customer of Legitify, Legitify grants a limited license to access the website solely to use or learn about the Legitify Service. Any and all prohibited uses of the Service and/or Assets, as set forth below, will terminate the limited license granted.
5.1. The User acknowledges, agrees, affirms and understands that the Assets and the Service used in connection with the service contains proprietary and confidential information that is protected by the intellectual property laws of England and Wales.
5.2. The User acknowledges, agrees, affirms and understands that material and/or content contained in information presented to the User through the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Legitify or such third parties (including but not limited to the Notaries), and the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on such material and/or content, in whole or in part.
5.3. The User covenants that he shall not alter the information, content or material or use of such information, content or material provided by Legitify, either directly or indirectly, for any purpose that constitutes a violation of the copyright of Legitify or of a third-party information provider. The User agrees not to copy, reproduce, republish, upload, post, transmit or distribute such material in any way for any use without obtaining the prior written consent from Legitify.
5.4. The User acknowledges, agrees, affirms and understands that the title to and ownership of the Services, Assets (including all source code) and adjoining documentation and any modifications made thereto and all intellectual property rights therein shall at all times be held by Legitify.
5.5. The User acknowledges, agrees, affirms and understands that he shall not have any right, title or ownership interest in the Services and/or Assets except the limited right to use the Services and/or Assets as explicitly provided in these Terms of Service.
5.6. The Assets contain material which is owned by or licensed to Legitify. This material includes, but is not limited to the design, layout, look, appearance and graphics. Notwithstanding anything contained herein, reproduction of any of the aforesaid items is prohibited.
5.7. Legitify may use and incorporate into the Solution or Services any suggestions or other feedback provided by the User without payment or condition.
6.1. Notwithstanding anything contained anywhere, under no circumstances shall Legitify be deemed to be an agent of any person.
6.2. Notwithstanding anything contained anywhere else, the terms stated herein shall be restricted to the due completion of the functions of Legitify as delineated in here. It is hereby clarified, that Legitify has no duty to carry out any ancillary function in the furtherance of its obligations under these Terms of Service.
6.3. The User acknowledges, agrees, affirms and understands access to the Services and/or Assets may not be available from time to time, may be terminated in whole or in part at any time and without notice (in accordance with applicable regulations), and that Legitify shall not, in any event, be responsible to the User in any way should the User be unable to access the Services and/or the Assets at any time or from time to time.
6.4. The User acknowledges, agrees, affirms and understands that Legitify is a distributor of content supplied by third parties. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, Notaries, or any other User, are those of the respective author(s) or distributor(s) and not of Legitify. For clarification of doubt, it is hereby stated that Legitify shall not be liable in relation to any and all such opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties.
6.5. Legitify assumes no liability for any action or inaction regarding transmissions, communications or content provided by any User or a third party.
6.6. Although Legitify attempts to provide accurate information on the website, Legitify and the Notaries on our Solution do not provide legal advice and therefore, assume no responsibility for the accuracy of the information.
6.7. The User acknowledges, agrees, affirms and understands that the use of any Notarized Document on the Assets is entirely at the User’s own risk, for which Legitify shall not be liable.
6.8. It shall be the User’s own responsibility to ensure that Notarized Document meets the User’s specific requirements. Legitify is not liable for any document that is not accepted.
6.9. The User understands, acknowledges, agrees and affirms that Legitify shall not be liable for payment of any compensation in relation to any independent transaction the User engages in while making use of the Assets and/or the Services, not otherwise envisaged under these Terms.
6.10. Legitify does not guarantee or warrant that the files available for downloading from the Internet or the Service will be free of viruses, other destructive code, files or programs. The User is responsible for implementing sufficient procedures and checkpoints to satisfy his particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
6.11. If, notwithstanding the other terms of this Agreement, Legitify is determined to have any liability to the User or any third party for any loss, harm or damage, the User agrees that the aggregate liability of Legitify and its officers, Directors, Managers, employees, affiliates, agents, contractors, service providers, licensors or suppliers will in all cases be limited to the amount of the convenience fee paid for the last month.
6.12. The failure of Legitify to perform its respective obligations under this Agreement shall not be deemed a breach of this agreement to the extent that such performance is delayed or prevented in whole or in part by any law, rule, regulation or any event known as an event of “Force Majeure”.
6.13. The User waives and holds harmless Legitify and its affiliates, licensors and service providers from any claims resulting from any action taken by Legitify or any of the foregoing parties during or as a result of the cooperation with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Solution.
6.14. In the case of services provided through this website by third parties, Legitify assumes no responsibility for the content of any such link services and websites and acknowledges that the information and services provided will be subject to the policies and practices of the third party.
7.1. The User understands and agrees that he is personally responsible for his behavior on the Legitify Solution. He agrees to indemnify, defend and hold harmless Legitify, subsidiaries, Affiliates, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, made against Legitify by any third party due to or arising out of or in connection with his use of the Services and/or Assets.
8.1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of England and Wales.
8.2. These Terms shall be subject to the exclusive jurisdiction of the courts in Dublin.
8.3. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
8.5. Acknowledgement concerning applicable Notary Law: If you request any Notarizations through the Solution, you acknowledge and agree that (i) the Notaries are commissioned by and operate in the country in which they are commissioned/licensed pursuant to such country’s Applicable Notary Law; (ii) they perform the Services solely by virtue of such laws; (iii) you are explicitly requesting and invoking the Notaries’ authority under the Applicable Laws, irrespective of your geographic location (or the Signatory’s, or your geographic location (as applicable)) at the time of the Services, and agree that the Notarization may proceed under and will be governed by the applicable laws of such country;and (iv) the Notaries are performing the requested Notarizations in their country, regardless of whether you (or the Signatory) are accessing the Services from locations outside of that country. Legitify only provides the Services because you acknowledge and agree to the foregoing, and would not provide the Services but for this acknowledgement and agreement.
8.6. By using the Services, the User expressly consents that the Notary and Legitify may record and store any and all data from the transaction, including but not limited to: identity and account information, audio recordings, video recordings, photos or images, results of identity verification or credential analysis, transaction documents, and any other information collected during or required to complete the transaction, in compliance with the Applicable Law.
8.7. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
8.8. Any claim arising out of or in relation to these Terms of Service must be commenced within one year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
9.1. Breach of any of the obligations, declarations, covenants, representations and warranties shall give Legitify an unconditional right but not an obligation to terminate its engagement with the User, including but not limited to the restriction of and/or otherwise denial of access to any license to use any of the Assets which may be for the time being in force.
9.2. The User may stop using the Services for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Legitify may terminate this Agreement for its convenience at any time without liability to the User.
9.3. Expiration or termination of this Agreement will not affect any obligation related to payment which accrued before such expiration or termination.
9.4. The indemnification clause will survive the expiration or termination of the contract.
10.1. Legitify reserves the right to amend the Services and/or the amounts that Legitify charges for the same at any time, without prior notice.
10.2. The User is expected to check this information frequently, so he is aware of any changes, as they are binding on him. The continued use of the Services following the posting of revised Terms means that the User accepts and agrees to the changes.