Effective 1 December 2018
Last modified on 1 December 2018
These Terms (as defined in detail below) describe your rights and responsibilities when using such of our website, web applications, platform, services, community / developer resources, and products as provided at legalese.com (each a "Product", and collectively, the “Products”).
The Products are provided by Legalese Pte. Ltd. (also referred to as “Legalese”, “we”, “our” or “us”), a private limited company incorporated in Singapore with the unique entity number 201527692R. As a company and as a project, we try hard to be international, open source, remote-first, aspirationally teal, and (softly) holacratic.
These Terms describe your rights and responsibilities, and govern your access and use of any or all of the Products, including any services or features we offer through it.
We know it can be a bit of a chore (as these things usually are), but please do read these Terms carefully as your agreement to be bound by these Terms is a condition for using or accessing any of the Products.
In fact, by using or accessing any of the Products, you are agreeing to be bound by these Terms.
In other words, these Terms form a binding agreement between you and Legalese.
If you are not eligible to use or access the Products under these Terms, or if you do not agree to these Terms, then you do not have our permission to use or access the Products (or any part thereof).
We may leverage our employees, contributors, third party contractors, and such of those of our corporate affiliates (all of whom together, the "Extended TeamWe call them the Extended Team and not a “family” because we read the HBR 2014 piece, Your Company Is Not A Family") in exercising our rights and performing our obligations, whether directly or indirectly, in respect of the Products. While to the extent reasonably practicable, we will be responsible for the Extended Team’s compliance with our obligations under these Terms, where we leverage the Extended Team (whether directly or indirectly) in exercising our rights or performing our obligations in respect of the Products, you acknowledge and accept that these Terms shall extend to and cover the Extended Team as applicable, and where applicable, references to “Legalese”, “we”, “our” or “us” in these Terms shall therefore also included the Extended Team.
You are the individual using and/or accessing the Products.
You are also agreeing to these Terms on behalf of whomever (whether individual, company, organisation, or entity) you are accessing or using the Products for. As such, please make sure that you have the necessary authority to enter into and agree to these Terms on such behalf before proceeding.
If you are signed up for an account on the Products using a corporate email domain, "you” means that entity owning that corporate email domain used to sign up for an account. This means that such entity is entitled to modify, re-assign roles, or otherwise exercise any applicable rights under these Terms.
Subject to your complete and ongoing compliance with these Terms, Legalese grants you a limited, non-transferable, non-sublicensable, revocable permission to access and/or use the Products for your personal, internal use during the Term at the level of service for which you have paid all applicable fees.
You must ensure that you and anyone you give access to and/or authorise to use the Products in your account (“Authorised Users”) fully comply with these Terms. We may review conduct for compliance purposes, but we have no obligation to do so.
Legalese is a technology company. We are not a law firm, are not engaged in a legal practice, and do not perform the services of a law firm or a solicitor. Accordingly, we do not give legal advice and cannot represent you. The Products are not intended (and shall not be used) as a substitute for legal, accounting, tax, investment, or other professional advice or services.
We aim to provide information and access to industry standards, received industry advice, open-source, third party and proprietary documents and tutorials, templated forms, analytics and data, team administration and networking functionality, cap table modelling, value-added document-related services, and additional features to assist with the completion of tasks and workflows relating to you, your company and/or its administration.
While we strive to give you as many practical options as possible when generating and modifying the documents in the workflow, we cannot cover all possible situations. As such, we cannot guarantee that documents created will fit all circumstances. We also cannot guarantee that documents generated (including situations where documents are generated with your input, information pulled from third parties, or with any offline changes you have made) will be legally sound or free from liabilities.
You agree that you are solely responsible for the appropriate use of any documents, instructions, tutorials or data downloaded, obtained from, or otherwise sourced in whole or in part from us or the Products. In particular you agree that:
Our Products may from time to time include platforms that third parties may use to develop applications and software that complement the use of the Product(s), or content sourced from third parties that we have no legal relationship with or have no control over (“Non-Legalese Stuff”). Non-Legalese Stuff are not the Products, and we do not warrant or support them. Ultimately, it is up to you (not us) that decides whether or not to use them or heed them.
Occasionally, we may release Product(s) and features on a alpha, beta, seed, and other pre-release basis, and related documentation, materials, and information (collectively, the "Beta Products".
Beta Products will be identified as “beta” or “pre-release”, or with words or phrases importing similar meanings.
Beta Products are not ready for prime time, and any warranties or contractual commitments that we may make for other Products do not apply.
We expect Beta Products to contain defects and bugs. Beta Products are provided on an "as is" and "as available" basis for the sole purpose of providing Legalese with feedback on quality, usability, performance, and the idenitification of defects.
We are constantly changing and improving. We may add or remove functionalities, features, or even entire Product(s) altogether. We may also stop providing Products to you, or add or create new limits to our Product(s) at any time. We also reserve the right to charge for any of our Product(s), features, or functionalities at any time.
Subject to these Terms and any payment obligations you may have already incurred, you can stop using the Products at any time, although we’d be rather sorry to see you go.
We welcome feedback. When you send us feedback or suggestions regarding us or any of the Products, there is a chance that we will use it. Please note that if you send us any feedback or suggestions, they will likely not be kept confidential. Along with any feedback or suggestions, you also grant us (for Legalese, and all of our users, customers, or any personnel of ours) an unlimited, unrestricted, irrevocable, worldwide, perpetual, sublicensable, non-exclusive, fully-paid, transferable, royalty-free right to use and exploit any such feedback or suggestions for any purpose without any obligation or compensation to you. However, if we for whatever reason choose not to implement a suggestion or feedback, please know that we appreciate it nonetheless.
You or your Authorised Usersyou and anyone you give access to
and/or authorise to use the Products in your account may upload, submit, store,
send or receive content or information (including any
confidential company or personal data) as part of your use
and/or access of the Products (“User Data”) and you
may exclusively provide us with instructions (at the time of
disclosure) on what to do with it.
For example, you may provision or deprovision access to the Products, enable or disable third party integrations, manage permissions, retention, and export settings, transfer or assign Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account, share information with external parties, consolidate information, etc.
It is your responsibility to (a) inform all Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account of your own policies and practices, and applicable laws and/or regulations that are relevant to their use of the Products, and of any settings and interaction that may impact the processing of User Data; and (b) obtain all rights, permissions, or consents from Authorised Users or such other persons that are necessary to grant the rights and licenses under these Terms and for the lawful use and transmission of User Data and the operation and use of the Products.
Your User Data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your User Data is stored securely, and only people you’ve given express account access to can access your User Data (and even then, only to the extent of the access permissions set by you under your account). We expect you to ensure that your team, particularly those you give Admin access to, have strong and unqiue passwords.
We think it’s pretty common sense but we’ll say it anyway: if we, in our sole and absolute discretion, determine that you have acted inappropriately, we reserve the right to take down User Data, terminate your account, prohibit you from using the Products, and take any legal action that we may deem fit.
The protection of User Data is a top priority for us. We will strive to maintain administrative, physical, and technical safeguards at a level not materially less protective than our own Security Policy. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of User Data by our personnel. Before sharing User Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of User Data and preventing unauthorized access.
However, ultimately, you (not us) bear sole responsibility for adequate security, protection and backup of User Data when in your or your representatives’ or agents’ possession or control or when you choose to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Products. We are not responsible for what your Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account do with User Data; that is your responsibility.
You are prohibited from using proprietary content from or in the Products for purposes other than that which they have been provided for under the Products, unless you have obtained the requisite permission from its owner.
As between us on one hand, and you and your Authorised Users on the other, you will retain ownership of any intellectual property rights that you hold in User Data, and all confidentiality rights in confidential data.
You also agree to indemnify, release, and hold us harmless from all liability, claims, actions, loss, harm, damage, injury, cost, or expense arising out of any User Data.
We may also employ automated systems to analyse your User Data to provide you personally relevant Product features.
The Products may from time to time display content that is not ours. Such content remains their rightful owners'. For the avoidance of doubt, we make no representations, warranties, or endorsements as to the accuracy, completeness, relevance, or truth of such content. Accordingly, we cannot be held liable, directly or indirectly, for any loss or damage you suffer in connection with any content that is not ours.
Using the Products does not give you ownership or any proprietary or intellectual property rights in the Products or the content that you access.
These Terms also do not grant you the right to use any branding or logos used in the Products. You are also prohibited from removing, obscuring, or altering any notices or disclaimers displayed in or along with the Products.
As an open source company, open source software is even more important to us. Some software used in our products may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly oveerride some of these Terms, in such event, the express terms of such open source licenses that override these Terms will prevail (but only to the extent applicable to the open source content and/or elements to which they relate).
We may choose to respond to notices of alleged copyright infringement.
We respect the intellectual property rights of others and expect you to do the same.
If you have an intellectual-property rights related complaint about material posted on or distributed through the Products, please write to us at email@example.com and include the following information:
We may from time to time share information about our future products, plans, features, and functionalities (“Possible Futures”) because we relish the transparency and openness. However, please do not rely on our public statements about any Possible Futures when making a commitment or purchase with us. Should you decide to buy the Products or pay for any of them, that decision should be based on the functionalities or features that we have made available today and not on any expectation of delivery of any Possible Futures. Please take us as we are.
Fees and payment obligations for any of the Products may be set out to you in the user interface, as appropriate. Payment obligations are non-cancellable and, except as expressly stated by us in written terms, fees paid are non-refundable.
For clarity, in the event that you downgrade any subscriptions from a paid plan to a free plan, you will remain responsible for any unpaid fees already accrued under the paid plan, and Products under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.
If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
Any credits that may accrue to your account (for example, from a promotion or given by us at our sole and absolute discretion), will expire following the expiration date as applicable (usually made known at the same time as when the credit was first made known to you), will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a team on a free subscription plan will expire if the team’s plan is not upgraded to a paid plan within one-hundred and eighty (180) days of accrual.
You’re not the only one with responsibilities; we have
We will, subject to these Terms, use our best efforts to (a) make the Product(s) available.
Be assured that unless arising out of the Non-Legalese Stuff section, due to any breach of these Terms on your part, or circumstances not within our control, we will use our best efforts to not materially decrease the functionality of the Product(s) during your applicable subscription term. For any breach of a warranty in this section, your exclusive remedies are those described in these Terms, and your payments or subscription terms, as relevant.
For some of the Products (excluding Beta Products), we may offer specific uptime commitments paired with credits for the event if we fall short. In those cases, the credits will serve as what the lawyers call ‘liquidated damages’ and will be your sole remedy for the downtime and related inconvenience. For all Products (excluding Beta Products), we will use commercially reasonable efforts to make them available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide you with advance notice (e.g., through the relevant Product(s)), if we think it may exceed thirty (30) continuous minutes.
We provide the Products (save for the Beta Products, which are provided on a much lower, diminished, and compromised standard) using a commercially reasonable level of skill and care as that expected of service providers, and we hope that you will enjoy using them. But there are certain things that we don’t and cannot promise about the Products.
Save where expressly set out in these Terms or additional terms that you may have with us, neither Legalese nor its Extended Team, makes any specific promises about the Products or any part thereof. For example, we don’t make any commitments about the content within the Products, the specific function of the Product(s), or their reliability, enforceability, availability, correctness, fitness for any particular purpose, or their ability to meet your needs. The Products are provided on an as-is and as-available basis.
Some jurisdictions provide for certain warranties, like the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. To the extent permitted by applicable law, we hereby exclude all warranties. You further acknowledge and accept that we do not warrant that the Products will be uninterrupted, timely, secure, or error-free.
To the extent not prohibited by applicable law and/or regulations, Legalese and its Extended Team will not be responsible for any lost profits, revenues, investment, data, financial losses, opportunity costs, direct damages (i.e. damages that one would reasonably expect to arise from any breach in question, without taking into account any special circumstances of the non-breaching party), incidental damages (i.e. expenses incurred by the non-breaching party in connection with its rejection of the Products, or by the non-breaching Party in connection with an alleged breach), consequential damages (i.e. losses sustained by the non-breaching party that are attributable to any special circumstances of such party that the allegedly breaching party was aware of when the non-breaching party used the relevant Product(s)), exemplary or punitive damages.
Other than in connection with a party’s indemnification obligations hereunder, in no event will either Legalese or the Extended Team’s aggregate liability arising out of or related to the Terms or any other applicable terms (whether in contract or tort or under any other theory of liability) exceed the total amount paid by you in respect of the relevant subscription and/or Product in the twelve (12) months preceding the last event giving rise to the alleged liability. The foregoing will not limit your payment obligations set out in these Terms or any other applicable terms.
You are responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account. We will not be responsible for any damages, losses or liability to you, Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account, or anyone else, if such information is not kept confidential by you or your Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account, or if such information is correctly provided by an unauthorized third party logging into and accessing the services.
The limitations under this Liability section applies with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Liability section allocate the risks between the parties under these Terms, and the parties have relied on these limitations in determining whether to enter into a contract for Products, subscriptions, and the pricing for the Products (or any part thereof).
You agree, to the extent not prohibited by applicable law, to hold harmless and indemnify Legalese and the Extended Team, including each of Legalese’s and the Extended Team’s affiliates, officers, agents, contractors, and employees from any claim, suit, or action arising from or related to the use of the Products or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees.
These Terms are effective the earliest of, the date on which you first accept these Terms, and the date on which you first download, install, access, or use the Products (the "Commencement Date")
The "Term" of these Terms means: (a) in respect of free subscriptions, the period from the Commencement Date until so terminated in accordance with these Term; and (b) in respect of a paid subscription or paid element of the Product, the period from the Commencement Date until such subscription plan or paid element expire on its terms or is otherwise terminated in accordance with these Terms.
Either of us may terminate these Terms on notice to the other party if the other party materially breaches these Terms and such breach (provided that such breach is capable of being corrected) is not cured within thirty (30) days after the non-breaching party provides notice of the breach.
You are fully responsible for your Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account, including for any breaches of these Terms caused by your Authorized Users. We may terminate these Terms or any relationship with you immediately on notice to you if we reasonably believe that the Products are being used by you or your Authorised Usersyou and anyone you give access to and/or authorise to use the Products in your account in violation of applicable law.
Upon any termination for cause by you, we will refund you any prepaid fees covering the remainder of the Term of all subscriptions after the effective date of termination.
Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the Term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
During your use of the Product or during the term of a subscription with us, you may be permitted to export or share certain User Data from the Products; provided, however, that because we have different products with varying features and you have different retention options, you acknowledge and agree that the ability to export or share User Data may be limited or unavailable depending on the type of Product plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of your subscription, we will have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in our systems or otherwise in our possession or under our control.
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time-to-time. We definitely don’t want to list customers who don’t want to be listed, so if you wish to remain uncited, unquoted, unidentified as our customer, please send us an email to firstname.lastname@example.org stating your desire to opt out.
Neither of us will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of god, war, terrorism, and governmental action.
We may modify these Terms or any additional terms that apply to the Products to, for example, reflect changes to the law or changes to the Products. You should look at these Terms regularly as we will post notice of modifications to these Terms on this page. We’ll post notice of modified additional terms in the applicable Product(s). Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted, but where such changes address new functions for a Product or are made for legal reasons, such changes shall be effective immediately. If you do not agree to any modified terms, you must discontinue your use and access of the Products immediately.
These Terms are governed by and construed in accordance with the laws of the Republic of Singapore without regard to the principles of conflict of laws. In relation to any legal action or proceedings arising out of or in connection with these Terms (including the validity of these Terms), you and Legalese hereby submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.
If there is a conflict between these Terms and the additional terms, the additional terms shall prevail to the extent that any such conflict occurs.
If any provision of these Terms or part thereof is rendered void, illegal, or unenforceable by any applicable laws and/or regulations to which it is subject, it shall be rendered void, illegal, or unenforceable to that extent and no further.
These Terms control the relationship between Legalese and you, and do not create any third party beneficiary rights. The Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore (and any statutory equivalent where applicable) shall not under any circumstances apply to these Terms, and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce these Terms or any of its provisions.
You shall not assign or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent.
Notwithstanding the foregoing in this Assignment section, either of us may assign these Terms in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section on Assignment will be, at the non-assigning party’s election, termination of these Terms upon written notice to the assigning party. In the event of such a termination by you, we will refund you any prepaid fees covering the remainder of the relevant Term of all subscriptions after the effective date of termination. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
If you do not comply with these Terms, and we don’t take action right away, this does not mean that we are giving up any rights that we may have, and this will not preclude us from taking any action in the future. Any single or partial exercise of any right under these Terms shall also not preclude any other or further exercise of it.