Updated as at: February 10, 2020
1.2.The Platform is an online marketplace to allow you to make available for purchase and to purchase the right to use legal document templates (“Work Products”) on it. For avoidance of doubt, the actual legal document for purchase is directly between the Seller and Buyer, and under no circumstances is Docuform a contracting party of the legal document for purchase. You are a “Seller” if you make available for purchase the right to use a Work Product by listing that Work Product on the Platform. You are a “Buyer” if you purchase the right to use a Work Product on the Platform. For clarity, “purchase” means to purchase for a fee or for no fee.
1.3.If you are entering into the Terms for and on behalf of a business entity, the term “you” in the Terms shall mean the business entity on whose behalf you are using the Platform, unless the context does not permit.
- REGISTRATION OF ACCOUNT
2.1.All Sellers need to create a profile on the Platform to make available for purchase the rights to use a Work Product on the Platform, including customising the description of a Work Product to increase its visibility to users who are searching and browsing for Work Products on the Platform.
2.2.You do not need to create a profile to buy Work Products from the Platform. However, Buyers will need to create a profile on the Platform in order to re-download Work Products that they have previously downloaded, and/or to view the list of Work Products that he or she has purchased the right to use.
2.3.Before creating a profile on the Platform, you will need to register an account on the Platform.
2.4.You may be required to provide your full legal name, legal profession admission number or equivalent, account user name and password, relevant work experience, job title, areas of practising law and bank account details or such other details as required by us when registering for an account.
2.5.After registering your account, you will receive an email from us to activate your account. From there, you will need to verify your email address in order to finish setting up your account.
2.6.By registering an account, you agree:
2.6.1.to provide true, accurate and complete information about yourself, your law firm or company and other information as required during registration;
2.6.2.to inform us from time to time of any changes to the information you provide for registration; and
2.6.3.not to impersonate any person, use a false name, use a pseudonym or perform any other action in breach of any agreements (including contract of service) with any party.
2.7.We may refuse to register your account for any reason at our sole and absolute discretion. Upon your registration of an account, you will be a “Member” on the Platform and will be able to use the functions described in clauses 2.1 and 2.2.
2.8.Each registration of an account is for a single user only. You agree not to set up multiple accounts or lend, transfer or sell your account to another party without obtaining our prior consent.
2.9.You are responsible for keeping your account login details and password confidential and you shall not disclose your account login details and password to any third party. You also agree to accept responsibility for all activities that occur using your account and the results of such use. If you believe there has been an unauthorised use of your account, you must notify us immediately.
2.11.We have the right to suspend or terminate your account in accordance with clause 13 (Suspension and Termination) at any time if, in our opinion, you have failed to comply with any of the Terms.
- USE OF THE PLATFORM
3.1.Subject to the Terms herein, Docuform hereby grants you a limited, non-exclusive, revocable, non-transferrable, non-assignable, personal license solely for your personal use of the Platform.
3.2.You shall not:
3.2.1. list any Work Product that violates or infringes another party’s right of publicity, privacy, copyright, trademark or any other intellectual property rights;
3.2.2. copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of the Platform;
3.2.3. make any modification, adaption, improvement, enhancement, or derivative work from the Platform;
3.2.4. violate any applicable laws, regulations, or ethical or professional rules of conduct in connection with your use of the Platform;
3.2.5. remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Docuform or its partners or licensors;
3.2.6. use the Platform for any purpose for which it is not designed or intended;
3.2.7. use the Platform to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Platform or any services, product or software offered by Docuform;
3.2.8. use any proprietary information or interfaces of Docuform or any other intellectual property of Docuform in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with the Platform;
3.2.9. use the Platform to transfer, send or otherwise deliver any Work Product which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libellous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically, or otherwise objectionable;
3.2.10. upload to, or transmit through the Platform any data, file, software or link that contains or redirects to a virus, trojan horse, worm or other harmful components;
3.2.11. use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Platform, or any data or content found or access through the Platform;
3.2.12. collect any information in respect of other users without their consent;
3.2.13. commit any act to avoid paying any applicable fees and/or charges;
3.2.14. attempt to and/or engage in any activity or act that is intended to abuse, abuses or inappropriately manipulates any promotion or other activities offered through the Platform. Such activities or act include without limitation: creating fake or duplicate accounts, generating fake orders, purchasing and reselling your own list of Work Products; or
3.2.15. authorise or encourage anyone to do any of the foregoing.
- SELLERS’ LISTING CONDITIONS
4.1.By listing a Work Product on the Platform, you agree:
4.1.1. that you are solely responsible for the Work Product listed and all activities you carry out on the Platform in connection with such listing, including any breach of confidentiality obligations or solicitor-client privileges (or its equivalent depending on the jurisdiction you are qualified to practise in);
4.1.2. that you are solely responsible for establishing the Payout Price (as defined below) of the Work Product, including if the Payout Price is nil;
4.1.3. that prior to listing a Work Product, you shall redact, delete, or change any and all information that may reasonably be considered Confidential Information unless you are, by law or by consent, authorised to disclose such Confidential Information. “Confidential Information” means all information not in the public domain and which (regardless designated as confidential or not) may reasonably be considered as confidential, and includes without limitation any personal data. Information shall not be regarded as “Confidential Information” if it is (i) already publicly known; (ii) lawfully received from third parties subject to no restriction of confidentiality; or (iii) authorised for your disclosure; and
4.1.4. to immediately redact, delete, or change any and all Confidential Information upon actual or constructive notice of such Confidential Information on the Platform. If a Buyer purchases from you the right to use a Work Product that contains Confidential Information, you must immediately notify that Buyer and Docuform in writing.
4.2.By listing a Work Product on the Platform, you represent and warrant that:
4.2.1. the Work Product listed and any activities you carry out on the Platform does not violate any applicable laws, regulations, or ethical or professional rules of conduct, including any confidentiality obligations or solicitor-client privilege (or its equivalent depending on the jurisdiction you are qualified to practise in);
4.2.2. the Work Product listed and any activities you carry out on the Platform will not infringe any intellectual property rights or other rights of whatever nature of any third party nor constitute misappropriation or unlawful disclosure or use of Confidential Information; and
4.2.3. to the extent permitted by law, the contents of the Work Product are based on laws in force as of the date the Work Product was listed.
- BUYERS’ PURCHASE CONDITIONS
5.1.By purchasing a right to use a Work Product, you agree:
5.1.1. that you are solely responsible for reading the full description of the Work Product before purchasing the right to use it;
5.1.2. that you are solely responsible for verifying that the Work Product fits the particular purpose for which you purchase the right to use to; and
5.1.3. that Docuform does not transfer legal ownership of the Work Product from the Seller of the Work Product to you.
- RECEIVING PAYMENT FOR YOUR WORK PRODUCT (APPLIES ONLY TO SELLERS)
6.1.Before you make available the right to use a Work Product on the Platform, the Platform will prompt you to specify the amount of money that you intend to receive from each purchase of the Work Product. This is termed the “Payout Price”.
6.2.After you have established the Payout Price, the Platform uses a formula to calculate the fees to be paid to our Payment Service Providers (as defined below) (“Transaction Fee”), as well as the fees that we will receive as commission (“Commission Fee”). The Transaction Fee and Commission Fee will be added to the Payout Price to form the “Total Purchase Price”, which is the total sum paid by a Buyer in connection with that Buyer’s purchase of the right to use a Work Product. As of the date of this Terms of Service, the formula is as follows:
Total Purchase Price = Payout Price + Transaction Fee + Commission Fee
Commission Fee = (Total Purchase Price – Transaction Fee) x 22%
6.3.Before the Work Document is listed on the Platform, the Platform will display the Transaction Fee, Commission Fee and Total Purchase Price for your verification.
6.4.Docuform reserves the right to vary the Total Purchase Price formula, Transaction Fee amount and Commission Fee amount at any time as Docuform determines in its sole and absolute discretion as necessary or appropriate. Furthermore, the Transaction Fee is also subject to the Payment Service Providers’ pricing, which may be changed by the Payment Service Providers from time to time.
6.5.When a Buyer purchases from you the right to use a Work Product, a sum equating to the Payout Price will be automatically reflected in your account’s balance. You may submit a request through the Platform for sums in your account’s balance to be withdrawn and transferred to your designated bank account (a “Withdrawal”). A request for Withdrawal can only be submitted if the account’s balance reaches or exceeds US$100. Any applicable bank transfer fees that may be incurred during a Withdrawal will be deducted from the sum to be withdrawn. The remaining monies are then transferred to your bank account. For avoidance of doubt, no interest will accrue on the monies stored in your account’s balance.
6.6.Once submitted, your request for a Withdrawal will be processed by Docuform within 3 working days. Following this, your request will be processed by your bank. Docuform shall not be responsible for any delay in the withdrawal of your account balance including without limitation delays caused by your bank.
- PAYMENT OF A WORK PRODUCT
7.1.Docuform allows Buyers to make payment for their purchase using a credit or debit card (“Payment Method”). In order for Docuform to allow users to carry out the Payment Method, you acknowledge that Docuform may integrate the services provided by third party payment services providers, subcontractors, partners and/or agents (“Payment Service Providers”) into the Platform and that the Payment Service Providers provide their payment processing services subject to their respective additional terms and conditions (“Additional Terms”). For you to carry out the Payment Method, you agree to comply with the applicable Additional Terms (which may be modified by the Payment Service Providers from time to time). Buyers will bear all fees that may be charged by such Payment Service Providers and/or their financial institution for the Payment Method, including any and all Transaction Fees.
7.2.Docuform shall retain the Payout Price until that Buyer’s failure to submit a report within the Refund Period (as defined below) in accordance with clause 8, in which case Docuform shall transfer the Payout Price to the Seller.
7.3.By providing the account information for a credit or debit card, you represent and warrant that: (i) you are legally authorised to provide such information to us; (ii) you are legally authorised to carry out payments from the account(s) you have provided to us; and (iii) such action does not violate the terms and conditions applicable to your use of such account(s) or applicable law. When you authorise a payment using any such account(s), you represent and warrant that there are sufficient funds or credit available to complete a payment using such account(s).
7.4.Any credit or debit card account information (including personal data) provided in relation to your purchase of the right to use a Work Product will be stored and/or maintained on the server of the relevant Payment Service Providers. For avoidance of doubt, such information will not be stored and/or maintained on the server of Docuform.
7.5.You are responsible for collecting and paying any taxes in connection with your use of the Platform. Depending on the tax legislation of your country of residence, goods and services tax or similar consumption tax may apply in addition to any fees you receive due to any sale you make on the Platform.
8.1.If you wish to obtain a refund for a Work Product for which you have purchased the right to use, you must submit a report through the Report the document link on the page of the Platform displaying the Work Product’s description within 2 calendar days from the date of purchase (“Refund Period”).
8.2.Please note that all Transaction Fees are non-refundable. If your request for a refund is successful, we are only able to refund you the amount of the Total Purchase Price less Transaction Fees.
8.3.We will provide a refund to you only if:
8.3.1. the content of a Work Product does not substantively match the description of that Work Product on the Platform; or
8.3.2. sufficient evidence is provided by you (to Docuform’s satisfaction) proving that the Work Product was obtained by illegal or improper means in violation of any applicable laws, regulations, or ethical or professional rules of conduct and/or has infringed the rights of third parties.
8.4.Subject to clause 8.5, Docuform will at its sole and absolute discretion carry out investigation on the reported Work Product (“Reported Work Product”) and may at its sole and absolute discretion within a reasonable timeframe provide a refund to you.
8.5.Docuform reserves the right not to provide a refund if: (i) you fail to submit a refund request within the Refund Period; or (ii) your account is suspended or terminated due to your breach of any of the Terms.
- REPORTING A MEMBER; REPORTING A WORK PRODUCT
(A) REPORT A WORK PRODUCT
9.1.We will accept a report made against a Work Product only on the following grounds:
9.1.1. the content of a Work Product does not substantively match the description of that Work Product on the Platform; or
9.1.2. sufficient evidence is provided by you (to Docuform’s satisfaction) proving that the Work Product was obtained by illegal or improper means in violation of any applicable laws, regulations, or ethical or professional rules of conduct and/or has infringed the rights of third parties.
9.2.If you wish to report a Work Product, you must submit the relevant details of your report through the “Report the document” link on the page of the Platform displaying the Work Product’s description.
9.3.Docuform will at its sole and absolute discretion carry out investigations in relation to the reported Work Product (“Reported Work Product”) and may, in its reasonable discretion within a reasonable timeframe, carry out any of the following actions in relation to the Reported Work Product:
9.3.1. contact the Member who uploaded the Work Product on the Platform (“Responsible Member”) and/or the user of the Platform who made the report in relation to the Reported Work Product “Reporting User”);
9.3.2. remove, whether temporarily or permanently, the whole or part of the Reported Work Product from the Platform if Docuform determines that any of the grounds under clause 9.1 has been fulfilled to Docuform’s satisfaction;
9.3.3. terminate the account of the Responsible Member; and/or
9.3.4. provide a refund to the Reporting User in accordance with clause 9.
(B) REPORT A MEMBER
9.4.We will accept a report made against a Member only on the following grounds:
9.4.1. all or part of the information in the profile of a Seller is false; or
9.4.2. the Member had listed Work Products which were obtained by illegal or improper means in violation of any applicable laws, regulations, or ethical or professional rules of conduct.
9.5.If you wish to report a Member, you may submit the relevant information of your report through the “Report this member” link on the page of the Platform displaying the Member’s profile.
9.6.Docuform will at its sole and absolute discretion carry out investigations in relation to the reported Member (“Reported Member”) and may, in its reasonable discretion within a reasonable timeframe, carry out any of the following actions in relation to the Reported Member:
9.6.1. contact the Reported Member and/or the user of the Platform who made the report in relation to the Reported Member; and/or
9.6.2. remove, whether temporarily or permanently, the profile of the Reported Member on the Platform if Docuform determines that the whole or part of the information of the Reported Member’s profile is false or inappropriate.
9.7.In the event of any dispute arising out of any report made under this clause 9, such dispute will be resolved in accordance with clause 7.
9.8.For avoidance of doubt, the user making a report against a Work Product and/or Member is responsible for providing the relevant and necessary information and evidence of the Reported Work Product and Reported Member to the satisfaction of Docuform. Docuform reserves the right to respond to any report made against Work Products or Members differently depending on the severity, and we may take further action against individuals who repeatedly violate the Terms or individuals who make false reports against a Work Product or Member. In some cases, we may contact law enforcement or the relevant professional association (legal profession association or otherwise) if we deem fit and necessary.
- INTELLECTUAL PROPERTY
10.1.When you make available for purchase the right to use a Work Product, you represent and warrant that you either own or hold the necessary licences, rights and consents to the intellectual property of such Work Product. Docuform does not claim any intellectual property rights in any Work Products listed on the Platform. Nothing herein or otherwise shall be construed as an assignment or transfer of the intellectual property rights in the Work Products to Docuform or the Buyer.
10.2.By making available for purchase the right to use a Work Product, you hereby grant to Docuform a non-exclusive, fully paid up and royalty-free, perpetual, worldwide, sublicensable, irrevocable right to exercise any copyright, trademark rights, and other intellectual property rights you have in such Work Product solely as reasonably necessary for Docuform to make such Work Product available on the Platform for Buyers to download, access, modify, create derivative works from, distribute, reformat and excerpt in whole or in part such Work Product.
10.3.You acknowledge and agree that the Platform and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Docuform. You are not granted any intellectual property rights in and to the Platform not expressly granted in the Terms and such rights are hereby reserved and retained by Docuform.
10.4.You are not authorised by Docuform to use Docuform’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Docuform, which may be withheld for any or no reason.
11.2.During the performance of the Terms by Docuform or in connection with your use of the Platform, it may be necessary for Docuform to obtain, receive or collect data, including Work Product specific data and technical data (collectively, the “Data”), for analytical and/or software development purposes. For the avoidance of doubt, the Data does not include personal data. You hereby grant to Docuform a non-exclusive, worldwide, fully paid up and royalty-free, perpetual, irrevocable license to aggregate the Data with other data provided by other users for use in an anonymous manner for Docuform’s analytical and/or software development purposes.
- SUSPENSION AND TERMINATION
12.1.You may terminate your account at any time by sending an e-mail to email@example.com. Any outstanding sums in the balance of your terminated account will be transferred to your designated bank account and any applicable bank transfer fees that may be incurred during such transfer will be deducted from the sum so transferred. In the event that your account has been suspended or terminated a result of an infringement of these Terms, Docuform reserves the right to keep the whole of part of the sums in your account’s balance if Docuform has suffered damages or losses as a result of the suspension or termination.
12.2.Docuform reserves the right to, at its sole and absolute discretion, and without liability:
12.2.1. suspend or terminate your account and/or your access the Platform at any time, for any breach of the Terms and any additional terms and conditions and policies.
12.2.2. suspend or terminate your account and/or your access to the Platform at any time, for any reason, and without written advance notice.
12.2.3. change, modify, suspend, or discontinue whether temporarily or permanently, the whole or any part of the Platform at any time, for any reason, and without advance notice.
12.3.You acknowledge and agree that if you terminate your account or if we suspend or terminate your account, you will lose any information associated with your account, including any Work Products you list on the Platform and it is your responsibility to backup any such information.
12.4.Upon termination of your account, all licenses and rights granted to you in the Terms will immediately cease.
12.5.In the event your account is suspended or terminated for any reason, any amounts due and owing on your account to Docuform will be due and payable immediately to Docuform.
- NO LEGAL ADVICE OR LEGAL DRAFTING SERVICES
Docuform is not a law firm, and neither Docuform, our officers, employees, agents nor subcontractors are acting as your solicitor. Docuform does not practice law and does not give legal advice or legal drafting services. Nothing on the Platform including the service we provide, information, content, or documents contained therein shall be constituted as or is a substitute for legal advice or legal drafting services. We do not represent, warrant or guarantee that the Work Products are fit for use for your purposes. If you need legal advice or legal drafting services for your particular circumstances, please consult a suitably qualified lawyer. The Platform is not intended to create a solicitor-client relationship between you and DocuForm and, by using the Platform, no solicitor-client relationship will be created between you and Docuform.
- NO WARRANTY
14.1.You acknowledge and agree that the Platform is provided on an “as is” basis. Your use or reliance upon the Platform and Work Products accessed or downloaded thereby is at your sole risk and discretion.
14.2.Docuform does not represent or warrant that: (i) the use of the Platform will be secure, timely, uninterrupted or error-free or that they will be compatible or operate in combination with any other hardware, software, system or data; (ii) the Platform will meet your requirements or expectations; (iii) errors or defects in the Platform will be corrected; or (iv) the Platform is free of viruses or other harmful components.
14.3.All conditions, representations and warranties in relation to the Work Products, whether express, implied, statutory or otherwise, including without limitation, any implied warranties of merchantability, fitness for a particular purpose (including without limitation the quality of the content of the Work Products), and non-infringement, are hereby disclaimed by Docuform to the fullest extent permitted under law.
14.4.The Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications (including problems inherent to the computer or electronic device you use). Although Docuform will use generally recognised commercial standards to protect the information and Work Products uploaded on the Platform, Docuform cannot fully ensure or guarantee the security of such information and Work Products, and Docuform is not responsible for any delays, delivery failures, damages or losses resulting from any problems inherent in the use of internet and electronic communications.
14.5.No advice or information, whether oral or written, obtained by you from Docuform or from the Platform shall create any representation, warranty or guarantee from Docuform to you unless otherwise expressly stated in the Terms. Furthermore, you acknowledge that Docuform has no obligation to support or maintain the Platform.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL DOCUFORM BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING PERSONAL INJURY, EMOTIONAL DISTRESS AND LOSS OF DATA, GOODS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOCUFORM’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF TOTAL PURCHASE PRICE RECEIVED BY DOCUFORM IN RESPECT OF A WORK PRODUCT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL DOCUFORM BE LIABLE TO YOU FOR YOUR USE OF A WORK PRODUCT OR ITS CONTENT FOR ANY PURPOSE WHATSOEVER.
16.1.Any and all legal claims or issues arising from your sale of the right to use a Work Product on the Platform shall be solely your legal matter and Docuform shall be excluded from any such legal claims or issues. You shall indemnify and hold Docuform and its directors, officers, shareholders, agents and employees, successors and assigns (collectively, the “Indemnified Parties”) harmless from any claims or liability arising from or relating to any alleged or actual breach of any confidentiality.
16.2.You will defend, indemnify and hold the Indemnified Parties harmless from and against any and all actions, claims, proceedings, damages, losses, costs and expenses resulting from (i) your use of the Platform; (ii) any use of your account; (iii) your breach of the Terms; (iv) your breach of any statutory requirement, duty or law; or (v) your violation of any rights of another person or entity.
Docuform does not warrant that the Platform will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your device to diminish or fail completely, and may result in permanent damage to your device, loss of data located on your device, and corruption of the software and files located on your device. You acknowledge and agree that Docuform shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
- CHANGES TO THE TERMS
Docuform reserves the right to make changes to the Terms at any time and for any reason. Any changes to the Terms will be effective upon Docuform posting a notice of change on the Platform. You are expected to check the Terms from time to time to take notice of any changes we have made, as they are binding on you. Your continued use of the Platform following any amendment of the Terms will signify your acceptance of its revised terms.
19.1.No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of the Terms.
19.2.If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
19.3.The failure of Docuform to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Docuform in writing.
19.4.The Terms as modified from time to time shall not be assigned by you without the prior written approval of Docuform but may be assigned without your consent by Docuform. Any purported assignment by you in violation of this clause 19 shall be void.
19.5.The Terms comprise the entire agreement between you and Docuform and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral between you and Docuform regarding the subject matter contained herein.
19.6.Any person who is not a party to the Terms shall have no right to enforce any of the provisions of the Terms under the Contracts (Rights of Third Parties) Act (Cap. 53B).
19.7.These Terms shall be governed by Singapore law. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause 19.7. The seat of the arbitration shall be Singapore and the tribunal shall consist of one arbitrator. If you and Docuform are unable to agree on an arbitrator, the arbitrator shall be appointed by the President of the SIAC in accordance with the SIAC Rules. The language of the arbitrator shall be the English language.