LEGAL BEAGLE Terms and Conditions

Last Update: January 20, 2020

This Terms and Conditions (hereinafter referred to as “Terms and Conditions”) constitute a binding contract between you (hereinafter referred to as “You” or “Your”) and Legal Beagle Ltd., with registered office in Hong Kong, Unit A, 14/F, Hua Chiao Commercial Centre, 678 Nathan Road, Mong Kong, Kowloon, Hong Kong (hereinafter referred to as “LB”, “We”, “Us” or “Our”). You must read, agree to, and accept all of the Terms and Conditions contained in this Terms and Conditions in order to access and use Our website located at www.legalbeagle.com.hk and its entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video, audio, design, and any documentation pertaining to the foregoing; hereinafter such website along with its content shall be collectively and indistinctly referred to as the “Platform”), and receive the services and products that are accessible through such Platform (hereinafter collectively referred to as the “Services”).

By signing up on Our Platform you expressly and irrevocably agree to these Terms and Conditions. This document also includes and hereby incorporates by reference also the Privacy Policy as in effect and modified by Us from time to time.

Your continued use of the Platform and/or the Services either on and after the Effective Date above constitutes Your expressed acceptance of, and agreement to be bound by, the Terms and Conditions, as in force from time to time.

YOU UNDERSTAND THAT BY USING THE PLATFORM AND/OR THE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICES AFTER THE EFFECTIVE DATE.

IF YOU AGREE TO THE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, ORGANIZATION OR INSTITUTION, OR IN CONNECTION WITH RECEIVING SERVICES ON BEHALF OF AN ENTITY, ORGANIZATION OR INSTITUTION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, ORGANIZATION OR INSTITUTION TO THE TERMS AND CONDITIONS.  IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY, ORGANIZATION OR INSTITUTION.

DEFINITIONS

Confidential Information – means all material non-public business-related information, written or oral, whether or not it is marked as confidential, disclosed or made available to You, directly or indirectly, through any means of communication for Your benefit, but does not include information that

(a)        is or becomes publicly known through no wrongful act of You,

(b)        You received in good faith on a non-confidential basis from a source other than the LB and/or its representatives,

(c)        was in the Your possession before its disclosure by LB and/or its representatives,

(d)        LB has explicitly approved, by Notice to you, for release to a third party.

Effective Date – means the day in which You sign up for our services on the Platform.

Fees – means collectively the Fees (including any charges or expenses) for Services and online Courses described herein.

Intellectual Property Rights – means all rights in and to any intellectual property, including all extensions to and derivatives of that property.

Practice Year – means the period between November 1 and October 31 of each year, as defined by the Law Society of Hong Kong.

Services – means, collectively:

(a)        the services described herein, and

(b)        any Additional Services,

(c)        the details for each of which are set out in this Terms and Conditions and in any other supplementary Agreement, and includes all deliverables.

SECT. 1 – SERVICES

1.1. Services description. LB is an online legal training provider that, subject to this Terms and Conditions, grants to its users a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to access the portion of multimedia content related to seminars, courses or any other legal training materials available on the Platform, as requested by the users.

1.2. Services delivery times and availability. Despite Our use of commercially reasonable efforts to enable the Platform and the Services to be accessible (except for scheduled maintenance, required repairs, interruption due to causes beyond Our reasonable control, etc.), You expressly acknowledge that We don’t promise, guarantee, or warranty any time frame for any of the Services provided. You further recognize that the traffic of data through the internet may cause delays during the download of information from the Platform and, accordingly, it shall not hold Us liable for delays that are ordinary in the course of internet use.

1.3. Maintenance and changes. We are not obligated to maintain the Platform and the Services or to maintain them in their present form. We may upgrade, modify, change or enhance the Platform and/or the Services and convert Your account to a new version thereof at any time in Our sole discretion, to the extent that this is not detrimental to Your use of the Services and subject to reasonable prior notice to You.

1.4. Our online courses are provided through our Platform to You, based on a Fee that is detailed hereinafter. The courses are subject to continuous updates, as laws develop and/or modify over time. You understand and acknowledge that Your online courses are only valid and available for the practice year in which You have purchased them. To this purpose, You expressly agree to this term by agreeing with these Terms and Conditions, and/or by purchasing the online courses. In case You do not use the online courses during the practice year, You agree to purchase them again in the next practice year.

1.5. Disclaimer: The tracking technology on this platform is meant for guidance and reminder purposes only. In many cases, you will be manually inputting your external courses and credits on the platform for your guidance. By accessing our platform and by using this tracking technology, you acknowledge that Legal Beagle Limited is not responsible for the accuracy of your compliance with the CPD and RME rules of the Law Society of Hong Kong. Should you wish to remove the tracking technology (including but not limited to reminders) please contact us on support@legalbeagle.com.hk.

SECT. 2 – ACCOUNT REGISTRATION

2.1. General. By registering for an LB account on the Platform or by clicking to accept the Terms and Conditions when prompted on the Platform, You are deemed to have executed this Terms and Conditions electronically, effective on the date You register Your account or click to accept the same Terms and Conditions. Your account registration constitutes an acknowledgment that You are able to electronically receive, download, and print these Terms and Conditions, and any amendments thereof.

2.2.  Account eligibility. You shall not use the Platform and/or the Services if You are under 18 (eighteen) years old.

2.3. User information. You undertake to provide Your real name and information, keeping such data accurate and up-to-date, and being expressly understood that it is strictly forbidden to provide any false personal information, or create more than one personal account, or create an account for another person other than You (except as provided below for multi-user account)

2.4. Multi-user account. If You act on behalf of an entity, organization, or institution, that subscribes to the Services for use by its constituents (including, without limitation, partners, employees, consultants, faculties, etc.) You will specify the number and the name of the authorized users, and the name of the multi-user account administrator. In any case, the represented entity will remain liable for all acts or omissions of any of the users above with respect to access and use of the Platform and/or the Services. If You register for a multi-user account, You will be also referred to as a “Corporate User”, otherwise You will be also referred to as an “Individual User”.

2.5. Username and password. When You register for an account, You will be asked to choose a username and password for the account, of which You are entirely responsible for safeguarding and maintaining the confidentiality thereof. You authorize Us to assume that any person using the Platform with Your username and password, either is You or is authorized to act for You. You shall use a “strong” account password (e., that use a combination of upper- and lower-case letters, numbers and symbols), without sharing it to any third party or let anyone else access the account, or do anything else that might jeopardize the security thereof.

SECT. 3 – YOUR RESPONSIBILITIES

3.1. General. You are entirely responsible for the use of the Platform and/or the Services and, to such purpose, You shall not use, or encourage, promote, facilitate, or instruct or induce others to use, the Platform and/or the Services for any activities that violate any applicable local, state, national, and international law, statute, rule, ordinance or regulation, or for any other illegal, fraudulent, harmful, or offensive purpose. You:

3.1.a. understand and undertake to use the Platform and the Services only for your own benefit and/or for the entity, organization, or institution, that subscribes to the Services, and their specified members;

3.1.b. understand and acknowledge that ownership of all right, title and interest in the Platform, the Services and the online courses, and any idea and request you may have that may positively impact the platform or will become an online course or part of an online course such as, but not limited to, ideas, software modules, programs, automatization, etc., is automatically transferred to LB;

3.1.c. acknowledge that the LB’s intellectual property is valid and protected world-wide; and

3.1.d. undertake to promptly notify LB upon discovery of any unauthorized use of the Platform, the Services and/or the online courses, and take reasonable steps to immediately stop such use and prevent further breach of this Agreement. You further agree to assist Us with any investigation We undertake and to take any remedial steps We require in order to correct a violation of these Terms and Conditions.

3.2. Prohibited use. Examples of prohibited uses of the Platform or Services include:

3.2.a. using the Platform and Your for any purpose other than the purposes specified herein;

3.2.b. reverse engineer, decompile or disassemble any samples, prototypes, software or other physical objects which embody the Platform, the Services and the online courses, or permit any third party to do the same;

3.2.c. including the Platform or any part of it, the Services and/or the online courses in any application for patent or utility model or design protection in any country filed by or on Your behalf;

3.2.d. using the Platform, the Services and the online courses to manufacture, or enable manufacture by third parties, products that are derived from LB’s information or products;

3.2.e. copying and/ or reproducing any part of the Platform, the Services and/or the online courses without LB’s express written permission;

3.2.f. taking any action that infringes or violates the intellectual property rights (including, without limitations, copyrights, trademarks, etc.) of LB or another person, entity, service, product, or website;

3.2.g. uploading viruses or malicious codes, or take any other action on the Platform that could anyway compromise any functionality thereof;

3.2.h. accessing any account belonging to someone else, or otherwise access the Platform and/or the Services using any robot, spider, scraper, or other automated means to access the Platform and/or the Services for any purpose;

3.2.i. transferring access privileges to a non-authorized third-party;

3.2.j. facilitating or encouraging any violations of the Terms and Conditions.

3.3. Injunctive Relief.  A breach of any of the obligations contained herein will result in irreparable and continuing damage to LB for which there will be no adequate remedy at law, and LB shall be entitled to injunctive relief and/or a decree for specific performance and such other relief as may be proper (including monetary damages if appropriate).

If You breach any of the provisions of this Terms and Conditions, You shall be obliged to render an account to LB of all revenues derived from such breach and shall remit to LB all such revenues, compensation, commissions, remuneration and any other benefits whatsoever which You may have derived from such breach.

In addition to the remedy provided above, LB shall be entitled to claim from You all of its legal costs and expenses including reasonable legal fees and court costs incurred by LB to remedy the breach, as well as a fixed penalty of US$250,000 that You undertake to pay, provided Your ill will is reasonably provable.

You expressly acknowledge that LB will suffer immediate and irreparable harm as a result of any violation, breach or threatened breach of this Agreement, or any part thereof. As such, and in addition to those remedies provided for hereinabove, LB shall be entitled to apply to any National or International Court of competent jurisdiction for the issuance of a temporary, provisional or interlocutory injunction, restraining and enjoining such breach or violation by You and/or any person, partnership, corporation or other entity which may be acting in consort with You or to whom the confidential information may have been disclosed.

SECT. 4 – FEES

4.1. Fees. Fees due for the Services are applied depending on your individual / corporate qualification. In particular:

4.1.a. if You are an Individual User, You agree to pay the appropriate fee corresponding to the particular Services that You wish to access;

4.1.b. if You are a Corporate User, You agree to pay the appropriate fee corresponding to the particular Services that You wish to access for the applicable subscription term.

4.2. Payment Details. Fees are billed in advance. In particular:

4.2.a. If You are an Individual User, You agree to provide Us with valid, up-to-date and complete debit/credit card, contact and billing details. You further authorize Us to bill such debit/credit card on the corresponding effective and renewals dates, if appropriate, for the due Services fee. If, for any reason, Your credit/debit card company refuses to pay the amount billed for the Services purchased, You agree that We may, at Our option, suspend or terminate Your access to the Services and require You to pay the overdue amount by other means acceptable to Us.

4.2.b. If You are a Corporate User, pertinent fees for the applicable subscription term shall be paid either via check or wire transfer to the bank account communicated by Us to such purpose. If, for any reason, the payment for the amount billed for the Services does not occur within the agreed term, You agree that We may, at Our option, suspend or terminate Your access to the Services and require You to pay the overdue amount by other means acceptable to Us.

4.3. No Refunds. The fees are non-refundable.

4.4. Late Fees. You will pay a late fee on any overdue payments calculated at the rate of [1]% per month ([12.68]% per year)[, or the highest rate allowable under law, whichever is less].

4.5. Taxes. You are responsible for all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Us.

SECT. 5 – PRIVACY AND DATA PROTECTION

5.1. You declare to have carefully read Our Privacy Policy and have a clear understanding of how We collect, use, protect or otherwise handle Your personally identifiable data.

5.2. Notwithstanding the preceding Sect. 5.1 and to the maximum extent permitted by the applicable laws, We expressly reserves the right to access, read, preserve, and disclose any information as We may reasonably believe necessary to:

5.2.a. satisfy any applicable local, state, national, and international law, statute, rule, ordinance or regulation, or any authority request;

5.2.b. enforce the Terms and Conditions, including investigation of potential violations thereof;

5.2.c. detect, prevent, or otherwise address fraud, security or technical issues;

5.2.d. respond to user support requests; or

5.2.e. protect the rights, property or safety of our Platform, its users and the public.

SECT. 6 – PROPRIETARY RIGHTS.

We or Our licensors or suppliers retain ownership of all proprietary rights in the Platform, the Services, and in all trade names, trademarks and service marks associated or displayed with the Platform and/or the Services. You will not remove, deface or obscure any of Our copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Platform and/or the Services. Furthermore, You cannot use any text, presentation, image, or any other content of the Platform and/or the Services for any purpose other than to access the same Platform and/or the Services, so that You cannot use the Platform, the Services or any part or content thereof the same for any of the following prohibited and unauthorized purposes: (a) make any commercial use thereof; (b) copy, reproduce or reduce the same to writing, in whole or in part; (c) reverse engineer, reverse compile or otherwise reduce to human readable the Platform, the Services or any part or content thereof.

SECT. 7 – TERM AND TERMINATION

7.1. Term. If You are an Individual User, the term of these Terms and Conditions starts commencing on the date of Our purchase confirmation and ends on the date in which the last activity scheduled for the pertinent Services is executed. If You are a Corporate User, the term of these Terms and Conditions starts commencing on the date of Our subscription confirmation and ends on the date in which the same subscription term lapses.

7.2. Termination. We expressly reserve the right to terminate or suspend access to all or any portion of the Platform and/or the Services for violation or suspected violation of these Terms and Conditions.

7.3. Effect of Termination – Survival. After termination, You will have no further rights to access the Platform and the Services, provided that termination will not affect the rights or liabilities of either party that accrued prior to termination. All provisions relating to proprietary rights, payment of fees, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms and Conditions.

SECT. 8 – DISCLAIMER OF WARRANTY – INDEMNIFICATION

8.1. “As-Is.” We provide the Platform, the online courses and their content “as is,” with all their faults, defects, and errors, and without any warranty.

8.2. Disclaimer of warranty. To the maximum extent permitted by the applicable laws, We expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. To the extent permitted by the applicable laws, We make no warranties that:

8.2.a. the Platform and/or the Services will meet any of Your requirements or Your expectations;

8.2.b. the Platform and/or the Services will be uninterrupted, timely, secure, or error-free;

8.2.c. the quality of the Platform and/or the Services;

8.2.d. information accessed via the Platform and/or the Services is complete, truthful, accurate, or reliable; and

8.2.e. any errors in the Platform and/or in the Services will be corrected.

8.3. Limitation of liability. To the maximum extent permitted by the applicable laws, in no event We will be liable or responsible, under any circumstance at any time, to You and/or any third party for:

8.3.a. any loss or corruption of data and/or software stored on Your hardware (including, without limitations, hard drives, memory modules, or external USB devices, etc.), also provided that We don’t provide data backup or restoration services;

8.3.b. use of system(s) or networks arising out of the Platform and/or the Services;

8.3.c. any act or omission, including negligence, by Us and/or Our employees, affiliates and representatives;

8.3.d. any other users’ action, information shared through the Platform and/or the Services or any conduct, whether online or offline, of any user of the Platform, as well as any offensive, inappropriate, obscene, unlawful or otherwise objectionable information that you may encounter on the Platform;

8.3.e. any piece of information comprised in our online courses that is not accurate, that is eventually outdated, or that does not correspond to your personal legal opinion;

8.3.f. any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the provision of Services, even if We have been advised of the possibility of such damages.

8.4. Exclusive Remedy. To the maximum extent permitted by the applicable laws, Your exclusive remedy and Our entire liability, if any, for any claims arising out of these Terms and Conditions, shall be limited to the lesser of (a) the amount paid by You to Us in subscription fees during the 3 (three) month period immediately preceding the date on which the claim or action arose or (ii) US$500 (five hundred), regardless of whether the claim or action is based on contract, tort, warranty, indemnification or otherwise. The existence of multiple claims will not enlarge this limit.

8.5. Indemnification. If any third party (including, without limitation, any agency, public administrations, entities, etc.) brings a claim against Us in connection with any of Your violation of this Terms and Conditions, You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

SECT. 9 – MISCELLANEOUS

9.1. Amendments. We may, in our sole discretion, amend these Terms and Conditions at any time by posting a revised version thereof on the Platform, providing reasonable advance notice of any amendment that includes a change that reduces Your rights or increases Your responsibilities. Your continued use of the Platform and/or the Services following changes to the Terms and Conditions after the effective date of a revised version thereof constitutes Your expressed acceptance of, and agreement to be bound by, the Terms and Conditions as in force from time to time.

9.2. Force majeure. We will not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, We will be excused from such performance to the extent it is delayed or prevented by such cause.

9.3. Notices. Legal notices may be sent to info@legalbeagle.com.hk (if by e-mail), or at Legal Beagle Ltd., Attn: Director, Unit A, 14/F, Hua Chiao Commercial Centre, 678 Nathan Road, Hong Kong, Kowloon, Mong Kong (if by conventional mail). We may send notices to You either to the e-mail address supplied in Your account or to the address supplied by You as part of Your registration data. In addition, We may broadcast notices or messages through the Platform to inform of changes thereto or other matters of importance, and such broadcasts shall constitute notice to You to the maximum extent permitted by the applicable laws. Any notices or communication under these Terms and Conditions will be deemed delivered to the party receiving such communication: (a) on the delivery date, if delivered personally to the party; (b) 2 (two) business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) 5 (five) business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by e-mail; or within 3 (three) days after We post a notice on the Platform.

9.4. Email Support. We will attempt to respond, during our normal business hours, to technical questions that You email to us within a reasonable period of time.

9.5. No implied waiver. Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of the Terms and Conditions shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to this agreement.

9.6. Severability. Should any part of this agreement be declared illegal or unenforceable, the remaining portion will remain in full force and effects.

9.7. Governing Law. The Terms and Conditions will be governed by the laws of Hong Kong. You agree that any dispute, claim or controversy arising out the execution of these Terms and Conditions shall be settled by the Hong Kong Court(s), without regard to conflict of law provisions.

9.8. Entire agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such matter.