General Terms and Conditions (GTC)
of Legally ok GmbH

1. Legally ok GmbH

1. Legally ok GmbH (hereinafter “Legally”) is a company based in Switzerland that offers a cloud-based software-as-a-service solution
2. Legally offers contractual partners (hereinafter “Users”) the automated creation of legal texts for websites as a service.

2. The scope of application and validity

1. These General Terms and Conditions (hereinafter “GTC”) govern the contractual relationship between Legally and users.
2. General terms and conditions of the user or other deviating conditions shall only apply if they are expressly recognized by Legally in writing.
3. Legally’s services are reserved for persons who are entered in the Swiss Commercial Register. Legally does not conclude contracts with private individuals.

3. The subject matter of the contract

1. By placing an order on legally-ok.com, users purchase a subscription model for the use of legal texts. Legally’s service includes the delivery of automated legal texts, subject to the following:

• Legally’s service description or subscription model defines the respective content and the intended use of the legal texts.
• The legal texts refer exclusively to Swiss law and/or the General Data Protection Regulation of the European Union (EU GDPR).
• The user is aware and agrees that the legal texts may only be used for websites in German that are aimed at the Swiss market.
• All services are provided in German.

2. The legal texts are created in a standardized way: On the basis of a questionnaire and / or a website analysis, the privacy policy, imprint, cookie banner and various legal texts for websites can be created.
3. The legal texts are created and updated on a user-specific basis: On the basis of information provided by the user and depending on the subscription model selected, legal texts are created and sporadically updated via the Internet, insofar as changes in the law or changes in federal court rulings make this necessary.
4. Services of other kinds, such as training, support/maintenance, the creation of individual applications and customizing of existing services, etc. are only provided on the basis of an individual agreement that can be verified at least by text.
5. Legally reserves the right to discontinue or modify subscription models or content due to changes in the legal situation.

4. Definitions of terms

1. The following terms are defined as follows in the context of the business relationship between Legally and the user:

• Subscription variants or subscription models define different service offerings.
• Services refer to the delivery of text content (e.g. legal texts, cookie banner information) on the basis of a
  license purchased by the user.
• Domain is the part of the URL that is used to resolve the web server (e.g. www.legally-ok.com).
• License: The license defines the available functions (e.g. type of legal texts, number of websites/subpages analyzed).
• Users are legal entities that use licenses from Legally.
• The legal texts refer to the Swiss legal area and are available to the user for a limited period of time, depending on the license or subscription variant selected.
• Tool: Application that enables the user to operate his subscription model(s).
• URL is the Internet address of a website (e.g. www.legally-ok.com/agb/)
• Website is a sub-page of a website.
• Website: The Internet presence or Internet store of a user that can be accessed under a specific domain.
• Website analysis:</span > Automated analysis of the website for data protection-relevant aspects by a crawler.
• Rescan: Renewed website analysis which, depending on the subscription model, is carried out periodically by Legally or at the user’s request.

5. The services

Subscription models and quality assurance:

2. Legally offers users services in various subscription variants. Each subscription model grants the user the license to use the Legally services for one website at a time. If the services are to be used for several websites, the corresponding number of licenses must be purchased. The type of subscription and further details about the selected offer are specified in the online order placement or separately.
3. Quality assurance: Legally developed the legal texts with partners who specialize in data protection. Legally ensures the quality of the legal texts provided in accordance with section 6 ff. of these GTC. Reference is made in particular to the user’s obligations to provide information and cooperate. The quality assurance can be visualized with a specific Legally logo (see section 5.9).

The services consist of the following individual components which, depending on the subscription model selected, result in an overall service:

4. Website analysis: To record data protection aspects of a website, it is analyzed using a crawler. Depending on the subscription, a different number of web pages of the website are automatically accessed and checked for data protection content and mechanisms. This service provides a summary and non-exhaustive overview of the data protection status of the website.
5. Lightscan report: The Lightscan report is an automatically generated overview of all data protection-relevant aspects of a website that were found during the website analysis.
6. GDPR report: The GDPR report is an automatically generated written report that examines the data protection-relevant aspects of a website or webshop that were found during the website analysis and provides instructions for action.
7. Privacy policy: The privacy policy is created automatically. The basis for the legal texts is provided by a questionnaire and the most recent website analysis.
8. Imprint: The legal notice is created automatically on the basis of a questionnaire
9. Multilingualism of the legal texts: The legal texts and the cookie banner for the Swiss legal area are only available in German (see above, section 3.1, point 4). The starting point for the legal review of the texts is the German language. Translations are available in English, Italian and French. The translations are prepared to the best of our knowledge, but are not legally checked. Documents in languages other than German are provided solely for the information of visitors to the user’s website.
10. Trust Seal: The Trust Seal indicates that certain Legally services are used by the user and is available to the user as a label for the duration of the contract.
11. Update service: An automatic update is carried out on the basis of a rescan (renewed website analysis). The rescans automatically identify technical adjustments to the website. As a result, the legal texts and the cookie banner are automatically adapted. Necessary adjustments to the legal texts due to changes in the legal framework (due to judgments, new laws or recommendations from supervisory authorities) are also integrated after a rescan. If the basic information (address, company name, etc.) changes, the user can adjust it independently in their account at any time. An adjustment of the basic information leads to an update of the legal texts.
12. Website integration: To ensure that the legal texts on the website are always up to date, the tool offers various integration options for legal texts on the corresponding website from which the user can choose (JavaScript snippet and plugins). Alternatively, the created legal texts are available for download in PDF/HTML format. If the legal texts are integrated into the website using a JavaScript snippet or plugin, the legal texts are updated on the website. Due to caching mechanisms, it can take up to 6 hours for the changes to become visible on the website.
13. Manual rescans: With manual rescans, the user has the option of carrying out a new website analysis if required, in addition to the standard rescans that run periodically depending on the subscription.
14. Support: The user can contact Legally and ask questions throughout the term of the contract. For legal support, Legally refers users to specialized law firms on request, which offer services on the basis of separate contracts.
15. Partner solution: If you are interested in a partner program with Legally and would like to broker licenses, a corresponding partnership can be agreed. Such an agreement must at least be in text form.

6. The obligations to cooperate and provide information

1. Before concluding the contract, the user shall ensure that the delivery of the legal texts by Legally to his domain/website/webpage is technically possible, in particular that he provides the necessary plug-ins and updates them regularly.
2. The user alone is responsible for truthfully answering the questions asked and correctly integrating the legal texts into his working environment or on his domain/website/web pages. The information provided is continuously checked by the user and updated if necessary.
3. The user shall carry out a website analysis or a manual rescan in the event of changes to his website. The user alone is responsible for critically checking the resulting results for correctness and completeness before legal texts are created and integrated into the website.
4. The user shall also support Legally in any error analysis and / or error correction by describing any difficulties that arise in concrete terms, informing Legally comprehensively and allowing Legally the necessary time and opportunity to correct or rectify the error.
5. The user undertakes to check the legal texts issued and to observe any warnings issued by Legally. The user is aware that text modules inserted by the user, by auxiliary persons or by third parties are inserted at the user’s own risk and responsibility.

7. The warranty

1. The services offered do not constitute legal advice, nor do they replace advice from a lawyer. Services obtained under these GTC have been prepared by qualified legal experts and are regularly reviewed and updated. Despite Legally’s best efforts with regard to quality and completeness, it cannot be guaranteed that the services provided are always fully compliant with applicable law due to automation and/or special individual requirements of the user. In particular, opening clauses in EU countries mean that the EU GDPR can be applied differently in conjunction with country-specific standards. Public institutions may also be subject to specific cantonal data protection laws that are not covered by these services. The same applies to sectors regulated by special legislation, such as banks, insurance companies, etc.
2. The user shall provide the necessary technical requirements for the integration of the legal texts. Otherwise, the user shall bear any resulting costs and disadvantages.
3. In particular, Legally does not assume any warranty for the exchanged data/information/text blocks, in particular with regard to their accuracy, up-to-dateness and completeness, merchantability, commercial usability or their suitability for a specific purpose. Any warranty in this respect is the sole responsibility of the user.
4. No guarantee can be given that Legally’s services and support will be available at all times or that the website will be accessible at all times. However, Legally will respond immediately to any failures that fall within its area of responsibility.

8. Liability

1. The user is responsible for the selection, installation and use of Legally’s services and the solution to the problem sought through their use. In particular, the user is responsible for providing correct information in the questionnaire. The user is also responsible for notifying Legally of any changes. Legally accepts no liability for the consequences of failure to cooperate or provide information on the part of the user or their authorized assistants or third parties.
2. Legally is not liable for incomplete findings or consequences from the website analysis that are based on content that cannot be found at the user or the user’s domain: For example, for content behind forms, buttons and login masks, browser-, locale- and device-specific content, fallback content that is only loaded in special cases, content that varies dynamically with each page load, such as advertising or is actively blocked or obstructed by the respective website infrastructure (e.g. by DoS blockers that are set too sensitively without a whitelist).
3. Legally is liable for direct damages proven by the user which have been incurred by the user in connection with the fulfillment of the contract if these damages have been demonstrably caused by Legally through gross negligence or intentionally.
4. Furthermore, there is no liability if damage is due to causes beyond the control of the user (in particular force majeure, disruptions for which the Internet service provider is responsible, hacker attacks, etc.) or other reasons for which the user is responsible.
5. Further claims for damages are excluded to the extent permitted by law. In particular, Legally is not liable for consequential damages such as loss of profit or loss of data.

9. The right of use

1. The user who obtains licenses from Legally is prohibited from allowing third parties direct access to Legally or to the user account. The user is only entitled to make the services purchased from Legally accessible to third parties in his own name in return for payment if this has been agreed in a comprehensible manner at least in text form.
2. This right to use the services is limited to the number of website licenses purchased by the user (Sections 3.1 to 3.3) and to their respective term.
3. The user must contractually ensure that third parties to whom the user makes the services accessible only use these services for their own purposes. Furthermore, the user must ensure that third parties operate the services exclusively in the interests of Legally’s market presence. The User shall always conclude contracts with third parties in this respect which are at least comprehensible in text form and which impose at least the same restrictions, conditions and obligations on the third party as those which the User has entered into with Legally.
4. At the end of the contract, the user’s right to use and utilise the services created or provided by Legally (e.g. data protection declarations or cookie banners) expires. All access to the services provided by Legally will be withdrawn.
5. Once the term of the service (subscription model, licence) has expired, the legal texts may no longer be used. The website integration (Clause 5.3) will be removed and the texts will no longer be updated. If the user leaves the texts on the website, the user bears sole and full responsibility for the legal texts on his website. Legally reserves the right to assert claims arising from the infringement of licence, copyright and other rights.</span >

10. Remuneration

1. The usage fee for Legally’s services is based on the order content used by the user (Clause 3.1).
2. The user is obliged to operate any facilities for recording the extent of use by third parties in accordance with the contract and to provide Legally with the usage data determined for the calculation of the usage fee.
3. Legally is authorised to adjust the fees by unilateral declaration, in particular to increase them, subject to the notice period agreed with the user. An increase shall take effect on the next possible cancellation date.
4. All prices are net, i.e. plus any taxes, duties and fees, in particular value added tax (VAT).
5. Unless otherwise agreed, the fees for services are to be paid in advance for one contract year on the first day of the relevant contract year. All invoices must be paid net by the user within 30 days of the invoice date to the account specified by Legally. Invoices that are not objected to in writing within the payment period shall be deemed to have been recognised. Legally is entitled to charge interest at the statutory default interest rate on all outstanding payments after expiry of the payment deadline without issuing a reminder.
6. The offsetting of claims by the user is excluded.

11. Intellectual property rights

1. The services created by Legally (e.g. legal texts, data protection declarations or cookie banners) are protected by copyright under this contractual agreement and may only be used in whole or in part by the user during the term of the contract and within the scope of the contractual relationship.
2. The user recognises Legally’s ownership, copyright and intellectual property rights to its services and shall take all necessary measures in accordance with Legally’s instructions to protect Legally’s rights to its services.
3. The User shall ensure, by means of appropriate instructions, agreements and other suitable precautions, that all persons who have access to Legally comply with these obligations.

12. Confidentiality and data protection

1. Legally and the user undertake to maintain the confidentiality of all information and data that is not generally known and that becomes accessible to them during the preparation and execution of the contract. This obligation shall remain in force even after termination of the contract for as long as there is a legitimate interest in doing so.
2. Legally ensures data protection and data security within its respective sphere of influence and responsibility. Legally collects and processes personal data in accordance with the privacy policy and in compliance with the applicable data protection laws. Further information on data protection can be found in the Privacy Policy. The user confirms that he/she has read and understood it.

13. The term of the contract and termination

1. The contract begins when the user accepts the subscription offer or concludes the online order with Legally by clicking on the ‘Order for a fee’ or ‘Assign licence’ button.
2. By placing the order, a licence is assigned to a website. This licence contains billing information such as price and duration.
3. A trial subscription can be used by the user free of charge for a limited period of time to familiarise themselves with part of the service. A trial subscription can be cancelled at any time by Legally and by the user.
4. The contract is concluded with a minimum term of one year for an indefinite period at
   Any other terms must be explicitly agreed at. </span >
5. Legally wie auch der Nutzer können den Vertrag unter Einhaltung einer Frist von 3 Monaten auf das Ende eines Vertragsjahrs beendigen. Gebühren sind bis zum Vertragsende geschuldet.
6. Legally may terminate the contract for good cause at any time with immediate effect. This applies in particular if the user uses Legally’s services unlawfully or inappropriately or if these GTCs continue to be disregarded despite written warning (e.g. if copyright or trademark rights are wilfully infringed). In such cases, the user’s obligation to pay shall remain in force until the end of the contractual year.</span>
7. The user shall inform third parties in good time and in an appropriate manner of the termination of the contractual relationship between the parties (user and Legally).

14. The final provisions

1. Legally is authorised to amend these GTC at any time. The amended terms and conditions will be sent to registered users by e-mail at least 30 days before they come into force. If a user does not object to the validity of the new GTC within 30 days of receipt of the e-mail, the amended GTC shall be deemed to have been accepted. Legally will inform users of the possibility of objection and the objection period in the notification of the amended terms and conditions.
2. Should individual provisions of these contractual terms and conditions be wholly or partially void, become legally ineffective or be unenforceable, the remaining parts and provisions shall continue to apply. The same applies in the event that loopholes are included. In this case, the void, legally ineffective, unenforceable or incomplete parts shall be interpreted or supplemented in such a way that the overall meaning is retained.

15. Place of jurisdiction and applicable law

1. The courts in Zug (Switzerland) shall have exclusive jurisdiction for all disputes in connection with these GTC.
2. This legal relationship and the rights and obligations arising therefrom shall be governed exclusively by Swiss law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG, also known as the Vienna Sales Convention).