Lega’s Terms of Service

Last updated: May 29, 2023

This Agreement (together with our Privacy Policy) governs Lega Inc.’s (“Lega”, “We”, or “Our”) relationship with you as a subscriber (the “Customer”) of our software (the “Software”) and our services (the “Services”) and any user granted access by the Customer (each, an “Authorized User”)) using the Software, the Services, and our website (https://lega.ai and any domain on which Customer access the Lega Platform) (the “Website”, and together with the Software and Services, the “Lega Suite”). By using the Lega Suite, the Customer and Authorized User accept and agree to the terms of this Agreement. If you are using the Lega Suite via a Customer, or you are using it on a free trial basis, you agree and are bound to these terms by using the Lega Suite.

1. Lega Suite
   1.1 Availability and Requirements
   We are responsible for hosting the Software and the Website, and the Customer is responsible for providing the resources necessary for Authorized Users to access the Lega Suite. The Software and the Website are accessible 24/7 with a commercially reasonable level of uptime, except for maintenance, repairs, and loss or interruption caused by reasons beyond our control and not by our negligence. The Customer is responsible for keeping their account information current, whitelisting Lega’s IP address and mailing domain to ensure alerts of notifications, informing us of any errors, and ensuring that they have the infrastructure to access the Lega Suite.

1.2 Errors, Documentation, and Support
We will use commercially reasonable efforts to correct any reproducible errors that prevent the Software from performing with the then-current specifications as promptly as reasonably possible. We will provide guides for the Software (the “Documentation”) solely for use of the Lega Suite.

1.3 Subscription Plans
Unless otherwise agreed in writing, our subscriptions are billed in USD based in advance based on the Customer’s subscription interval and the number of registered users consuming the subscripion. We will email the Customer in advance of any billing changes, including any increase in the usage tier determining Customer’s fees. The Customer is responsible for paying any sales, use, or other taxes related to the fees for the Lega Suite (in some jurisdictions we are required to collect sales tax).

1.4 Payments
We accept a number of electronic payments. If the payment information is not valid as provided or the Customer’s account becomes past due, we have the right to suspend the account and terminate the Customer use of the Lega Suite until the account is current. Unpaid or overdue amounts will be subject to a finance charge of +5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

2. License and Authorized Users
   2.1 License Grant
   Lega grants the Customer a non-exclusive, revocable, worldwide, royalty-free, non-transferable license to access and use the Lega Suite in configuring and governing LLM-driven solutions for the Customer’s internal business purposes. In general, as the Customer, you may not sub-license such license, but you may grant sublicenses to any contractors you retain solely for using the Lega Suite to provide assistance to Authorized Users. This Agreement does not give the Customer or any Authorized Users any title, ownership, or interest (including any intellectual property rights) in the Lega Suite or the Documentation.

2.2 Restrictions
The Customer and Authorized Users will not, and will not attempt to, directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, or any files contained in or generated by the Lega Suite; (b) copy, modify, or adapt any part of the Lega Suite, or otherwise use, resell, distribute, or sublicense any part of the Lega Suite other than as authorized under this Agreement; (c) access the Lega Suite on behalf of any outside party (including a competing service) or permit any individual acting on behalf of any outside party to access the Lega Suite; or (d) use the Lega Suite in violation of any applicable law or regulation. The Customer and Authorized Users will use commercially reasonable efforts to prevent unauthorized access to or use of the Lega Suite and to not share the password or let anyone who is not an Authorized User access the account.

2.3 Authorized Users
Authorized Users have a license to use the Lega Suite under the terms of this Agreement. Lega does not act as a law firm or a lawyer and does not act as a substitute for the advice of a lawyer. Neither the availability, operation, transmission, receipt, nor use of the Lega Suite is intended to create an attorney-client relationship or any other special relationship between the Customer and Authorized Users and Lega. As the Customer, you are solely responsible for your interactions with your Authorized Users, Authorized Users’ interactions with the Lega Suite, and for revoking access to the Lega Suite when necessary.

3. Confidentiality
   3.1 Confidential Information
   In the case of the Customer or Authorized User as the disclosing party, “Confidential Information” means information pertaining to legal or business affairs, clients, and other non-public data. In the case of Lega as the disclosing party, “Confidential Information” means the all source code, the Documentation, trade secrets, and all non-public information about our legal or business affairs or the Software, but it does not include any nonpublic data in the Confidential Information provided by the Customer or Authorized User.

3.2 Use and Protection of Confidential Information
The party receiving Confidential Information agrees to (a) only use Confidential Information to perform its obligations and rights under this Agreement, (b) restrict disclosure of Confidential Information within our organization to only those employees or contractors that need to know and comply with confidentiality obligations under this Agreement; and (c) not disclose Confidential Information to any other third party unless authorized by the disclosing party in writing.

3.3 Degree of Care and Required Disclosure
The receiving party agrees to protect the disclosing party’s confidential information using at least the degree of care that it uses to protect its own confidential information but no less than a reasonable degree of care. If the receiving party receives a request to disclose the disclosing party’s confidential information under a judicial or government order, it will not do so without first giving the disclosing party notice of the request and sufficient opportunity to contest the order, to the extent legally permissible.

4. Intellectual Property
   The Lega Suite and its underlying technologies, algorithms and processes, features, functionality, and appearance, as well as the “look and feel” of our Website and its overall impression, are owned by Lega and are protected by US and international intellectual property, property, and trade secret laws. The Customer and Authorized Users agree not to remove any intellectual property or other notices, copy, modify, create derivative works of, republish, publicly display, sell, offer to sell, or exploit any of our protected materials (unless it is expressly permitted by our Website or we provide our written permission to do so). By providing comments, suggestions, or changes to the Lega Suite, the Customer and Authorized Users agree to grant Lega, under all right, title, and interest in those comments, suggestions, and changes a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use them or to incorporate them into the Lega Suite.
5. Limitation of Liability
   Lega is not responsible for regulating the conduct of Authorized Users, and the Customer specifically agrees that Lega is not liable for any conduct or issues between Customer and an Authorized User or between the Customer and its clients, in all cases to the maximum extent permitted by law. The Customer and Authorized Users are solely responsible for reviewing the accuracy of all information they input into the Lega Suite and any output generated by the Lega Suite. Further, Lega will not be held responsible for any use, disclosure, modification, or deletion of data that is transmitted to, or accessed by a product that is not within the Lega Suite.

THE LEGA SUITE IS PROVIDED “AS IS,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED OPERATION. IF THESE LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW, THE WARRANTY WILL BE THE MINIMUM ALLOWED UNDER SUCH LAW.

EXCEPT AS LEGALLY PROHIBITED, THE CUSTOMER AGREES THAT REGARDLESS OF LEGAL THEORY, EVEN IF LEGA HAS BEEN WARNED OF SUCH DAMAGES, AND IN CASES OF CLAIMS BASED ON NEGLIGENCE OR STRICT LIABILITY, LEGA’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO LEGA DURING THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. LEGA (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND INVESTORS) WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, UNFORESEEN DAMAGES, LOSSES OF BUSINESS, PROFITS, OR OTHERWISE, EXPENSES, INCLUDING ATTORNEYS’ FEES RELATING TO THIS AGREEMENT. AUTHORIZED USERS AGREE TO WAIVE ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS, OR COUNTERCLAIMS OF ANY NATURE (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER ARISING THEREFROM OR RELATING HERETO OR THERETO.

6. Termination
   The Customer may terminate use of the Lega Suite at any time. Any termination by the Customer will take effect at the end of the Customer’s current subscription term. In the event of suspension or termination, Lega will provide the Customer the opportunity to export its data to the extent possible.

If the Customer terminates this Agreement before the current subscription period ends, the Customer will pay Lega for all amounts payable as of the date of termination. If the Customer does not terminate the subscription before the end of the current subscription period, the subscription will automatically renew for a subsequent subscription interval on the anniversary date of the subscription. Lega reserves the right to suspend or terminate access to the Lega Suite at any time (including for overdue or unpaid payments). If Lega suspends or terminates the Customer’s use of the Lega Suite, Lega, in its sole discretion, will refund any remaining unused fees for the current subscription period and notify the Customer in advance to retrieve the Customer’s data, though in some cases (such as a flagrant violation of this Agreement or a court order), we may terminate use of the Lega Suite immediately.

Upon the effective date of termination, all rights and licenses granted by Lega will immediately cease, and Authorized Users will promptly destroy any Lega Confidential Information in their possession. All information associated with the Customer’s account may be irrevocably deleted from the Lega Suite. Sections 3-6 inclusive and 9 will survive any termination or expiration of this Agreement.

7. Third Party Services
   Authorized Users acknowledge and agree to Lega’s use of third party vendors and partners that provide the necessary infrastructure, software, storage, and related technology systems to offer the Lega Suite (e.g., Microsoft Azure, Betty Blocks, and Intercom). Authorized Users data privacy that is handled by third party solutions is addressed in the Privacy Policy. Further, if Authorized Users make use of any services integrations available to Authorized Users from third parties within the Lega Suite, Authorized Users do so at their own risk and have a separate contractual relationship with those parties.
8. EU Data Protection
   If Lega processes any personal data (as defined in the GDPR) of individuals located in the European Economic Area (“EEA”) or if Authorized Users are established in the EEA, the Data Processing Addendum will apply to the processing of such personal data and Authorized Users agree that under EU General Data Protection Regulation 2016/679 (“GDPR“), Lega is the Processor and the Customer is the Controller.
9. Miscellaneous
   9.1 Publicity.
   Except as legally prohibited or as otherwise agreed, Lega may identify the Customer as a customer on our website, sales, and investment materials while active as a customer. The Customer can opt-out by emailing support [at] lega.ai.

9.2 Waiver.
Lega’s failure to exercise or enforce its rights under this Agreement will not be a waiver of those rights or sections. Any waivers of rights must be made in writing by an authorized representative.

9.3 Entire Agreement
This Agreement along with our Privacy Policy and the Cloud Terms agreed between Lega and the Customer represent the entirety of the agreement between Authorized Users and Lega and governs the interactions with Lega and use of the Lega Suite. It supersedes all prior agreements (including prior versions of this Agreement). If Customer has a separate written agreement with Lega, that agreement will govern with respect to any amendments to this Agreement.

9.4 Disputes
All parties to this Agreement will use their best efforts to settle in good faith and through amicable negotiations any disputes which may occur between them arising out of or relating to this Agreement; the existence, validity, termination, interpretation of any term hereof; and disputes regarding the Customer’s or Authorized User’s use of the Lega Suite. Before commencing any proceeding or taking any action relating to a dispute or claim that is intended or would reasonably be expected to harm Lega, the Customer or Authorized User will first contact Lega about the problem at support [at] lega.ai and provide 45 calendar days to investigate the dispute and attempt to provide a consensual resolution. All parties agree to negotiate and act in good faith during this period. To the extent that such disputes cannot be resolved, the only forum and remedy will be final and binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules (unless Customer or Authorized User is an individual or otherwise qualifies for its Supplementary Procedures for Consumer-Related Disputes). Notwithstanding the foregoing, Lega may seek injunctive relief in New York state or federal courts for any violation of this Agreement. If Lega seeks injunctive relief, the Customer and Authorized Users agree that arbitration is not an adequate remedy at law and Lega may seek injunctive or other relief.

9.5 Modification and Notices
Lega, in its sole discretion, reserves the right to amend this Agreement from time to time. The Customer can see the date of our last change to this Agreement at the top of this page. Any updates will be made available here and will be effective immediately. Continued use of the Lega Suite following any modification constitutes the Customer’s acceptance of the modification. Lega also reserves the right to modify or discontinue any individual feature associated with the Lega Suite, with or without notice. Any notices to Lega should be sent to contact [at] lega.ai, and any notices to Customer will be sent to the Customer’s primary email address. The Customer consents to the use of electronic notices under this Agreement.

9.6 Relationship
Nothing here should be seen as forming a partnership, joint venture, or agent relationship nor is Lega a party to any agreements between the Customer and an Authorized User or between Customer and their clients.

9.7 Transferability and Assignability
If the Customer is binding an organization to this Agreement and the Customer elects to replace an Authorized User with respect to that role, the Authorized User agrees to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority to a new representative of the Customer. Only Lega, in its discretion, may assign this Agreement to any subsidiary or affiliate or under a sale, reorganization, merger, or transfer to another entity. Notwithstanding the foregoing, this paragraph will not affect the Customer’s rights to terminate under section 6 of this Agreement.

9.8 Severability
If a court of competent jurisdiction determines that a section of this Agreement is invalid, illegal, or unenforceable for any reason, that section will be limited or amended to the minimum extent necessary, and all of the other sections of this Agreement will remain in full force and effect.

9.9 Class Action/Jury Trial
All claims must be asserted in the Customer’s and Authorized User’s individual role and not as a plaintiff or class member in any class action, collective action, private attorney general action, or other representative proceeding. This waiver also applies to class arbitration which may not consolidate more than one person’s claims without Lega’s consent. The Customer and Authorized User also agree that under this Agreement, all parties are each waiving rights to a trial by jury.

9.10 Force Majeure
Neither the Customer nor Lega will be liable for any error, delay, interruption, or failure in performance under this Agreement that is caused by a condition that was beyond its reasonable control for as long as it persists. This paragraph includes conditions such as supplier problems, computer viruses, unauthorized access or theft, severe weather, natural disasters, civil disorder, terrorism, war, or threats of such, medical outbreaks, governmental restriction, and any other events beyond the parties’ reasonable control.

9.11 Choice of Law and Venue
The laws of the State of New York will govern this Agreement without giving effect to conflict of law principles or the location of the Customer’s or Authorized User’s use, and the Customer and Authorized Users agree to submit to the exclusive jurisdiction and venue of the federal and state courts in New York, New York.

9.12 Ethical Obligations
The Customer and Authorized User are each solely responsible for complying with all applicable ethical regulations when using any part of the Lega Suite, including any data or research services offered by Lega.

9.13 Compliance. All parties to this Agreement represent and warrant on behalf of themselves and their directors, officers, employees, subcontractors, and agents that they comply with all applicable laws and regulations, including the Foreign Corrupt Practices Act and any government-imposed trade restrictions with any sanctioned individual, entity, or country.