Terms and Conditions of Use

PLEASE READ THESE TERMS CAREFULLY. THEY LIMIT AGXN CONSULTING’S LIABILITY TO YOU AND REQUIRE DISPUTES TO BE RESOLVED BY MEDIATION AND, IF NECESSARY, BY CONFIDENTIAL ARBITRATION IN THE CAYMAN ISLANDS. BY ACCESSING OR USING LEGALBRIDGE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE LEGALBRIDGE.

1. About these Terms

1.1 These Terms and Conditions of Use (the “Terms”) govern your access to and use of LegalBridge, the cloud-based platform, accessed as a web application through the website at legalbridge.ky (the “Site”), through which credentials presented in the AttorneyID mobile application are issued and checked (“LegalBridge”). LegalBridge is operated by or on behalf of AGXN Consulting SEZC, a special economic zone company incorporated under the laws of the Cayman Islands, with registered office at Signal House, Fairbanks Road, George Town KY1-9012, Cayman Islands (“AGXN”, “we”, “us” or “our”).

1.2 In these Terms:

“you” and “User” mean any individual who accesses or uses LegalBridge, including an Account Holder and an Authorised Person;
“Account Holder” means an individual described in clause 4.1 who holds a LegalBridge account;
“Authorised Person” means an individual described in clause 4.2 who checks identity codes on LegalBridge on behalf of a Licensee;
“App” means the AttorneyID mobile application, and “App Terms” means the AttorneyID Mobile App Terms and Conditions of Use; and
“Credentials” means the digital credentials issued through LegalBridge and presented in the App, including the time-based identity codes generated by the App.

1.3 These Terms form a legally binding agreement between you and AGXN.

2. Relationship with licence agreements

2.1 AGXN may make LegalBridge, the App and related technology (including the InstaVerity technology) available to organisations under separate licence and services agreements, including agreements with government departments that operate facilities to which Account Holders seek access (each a “Licence Agreement”, and each such organisation a “Licensee”).

2.2 These Terms are separate and apart from any Licence Agreement. You are not a party to any Licence Agreement (including where you use LegalBridge on behalf of a Licensee), and these Terms do not give you any right, benefit or remedy under a Licence Agreement.

2.3 Nothing in these Terms amends, limits, varies or waives any provision of a Licence Agreement or any related deed of indemnity or other instrument, and nothing in a Licence Agreement gives you any right against AGXN beyond those set out in these Terms.

2.4 Your access to any facility, premises or person, and any decision to accept or refuse a credential presented through the App or checked on LegalBridge, is a matter for the relevant Licensee or other checking party under its own rules, policies and procedures. AGXN has no responsibility for any such decision.

2.5 If you use LegalBridge as an Authorised Person, you do so under the control and instructions of the Licensee that authorised you. Nothing in these Terms affects any obligation of that Licensee to AGXN under its Licence Agreement or any related deed or instrument.

3. Relationship with the AttorneyID App and order of priority

3.1 The App itself is governed by the App Terms. These Terms govern LegalBridge. If you use both LegalBridge and the App, both sets of terms apply to you.

3.2 If there is any conflict or inconsistency between these Terms and the App Terms in relation to LegalBridge, these Terms prevail to the extent of the conflict or inconsistency.

3.3 The Privacy Policy for legalbridge.ky (the “Site Privacy Policy”) describes how personal data is processed in connection with the Site and LegalBridge, including the use of cookies and similar technologies on the Site, and is incorporated into these Terms by reference. The AttorneyID Mobile App Privacy Policy (the “App Privacy Policy”) describes how personal data is processed in connection with the App.

3.4 If there is any conflict or inconsistency between these Terms and the Site Privacy Policy, or between these Terms and the App Privacy Policy so far as it relates to LegalBridge, these Terms prevail to the extent of the conflict or inconsistency. Nothing in the Site Privacy Policy or the App Privacy Policy expands AGXN’s obligations or liability beyond those set out in these Terms, except where the Data Protection Act (2021 Revision) of the Cayman Islands (the “DPA”) or other applicable law requires otherwise.

4. Eligibility

4.1 A LegalBridge account may only be held by individuals who are either:

attorneys registered with the Legal Services Supervisory Authority of the Cayman Islands (the “LSSA”); or
legal representatives registered as supervised by an LSSA-registered attorney.

4.2 Identity codes may only be checked on LegalBridge by individuals who are authorised by a Licensee to check identity codes on its behalf, and only for that Licensee’s purposes.

4.3 By using LegalBridge you represent and warrant that you meet the requirements that apply to you and that all information you provide is true, accurate and complete. An Account Holder must notify AGXN promptly through LegalBridge if their LSSA registration or supervision status changes, is suspended or ends. An Authorised Person must stop using LegalBridge when their authorisation from the Licensee ends.

4.4 You must be at least 18 years of age to hold a LegalBridge account or otherwise use LegalBridge.

5. Licence to use LegalBridge

5.1 Subject to your compliance with these Terms, AGXN grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use LegalBridge through a web browser, solely:

if you are an Account Holder, to access your own LegalBridge account, manage your own Credentials, generate setup QR codes to activate the App on a device that you own or control, and give the notices required by these Terms; and
if you are an Authorised Person, to check identity codes presented through the App on behalf of the Licensee that authorised you.

5.2 No other rights are granted, whether by implication, estoppel or otherwise. AGXN and its licensors (including the licensor of the InstaVerity technology) retain all right, title and interest in and to LegalBridge, the Site, the App, InstaVerity and all related intellectual property.

6.1 You must keep the information in your LegalBridge account true, accurate, complete and up to date.

6.2 Your LegalBridge account, login details and Credentials are personal to you. You must keep your login details confidential, and you must not share, lend or transfer them or allow any other person to access your account or to present or use your Credentials.

6.3 You are responsible for all activity under your LegalBridge account, and for keeping secure any computer, device or browser that you use to access LegalBridge, including by signing out after using LegalBridge on a shared or public device.

6.4 A setup QR code generated in your LegalBridge account may only be used to activate the App on a device that you own or control. You must not share it with, or allow it to be scanned by, any other person.

6.5 You must notify AGXN immediately if you suspect any unauthorised access to your LegalBridge account or unauthorised use of your login details or Credentials, or if a device on which you have activated the App is lost or stolen. AGXN may suspend your account or deactivate your Credentials on receipt of such notice or at its discretion.

7. Credentials and identity-code checks

7.1 The information displayed in your Credentials and on LegalBridge is derived from your LegalBridge account and from registration information supplied by or on behalf of the LSSA and other third parties. AGXN does not independently verify that information and is not responsible for any inaccuracy in it.

7.2 A credential or identity-code check confirms only the information displayed at the time it is checked. It is not a certificate of good standing, a practising certificate or evidence of any authority beyond what is displayed.

7.3 An Authorised Person must check identity codes only for the purposes of the Licensee that authorised them and must not use any information obtained through a check for any other purpose.

7.4 Identity-code checks carried out on LegalBridge are recorded, including who carried out the check, when it took place and the result. These records are kept for as long as needed to provide an auditable record and are otherwise processed as described in the Site Privacy Policy.

8. Acceptable use

You must not, and must not attempt to:

use LegalBridge for any unlawful, fraudulent or misleading purpose, or to impersonate any person;
share your login details, allow any other person to use your LegalBridge account, or access or use another person’s account;
check an identity code other than as an Authorised Person acting for a Licensee’s purposes;
alter, forge, capture, replay or otherwise manipulate any credential, time-based identity code, setup QR code or check result;
use any robot, spider, scraper, crawler or other automated means or process to access, monitor, copy or extract data from LegalBridge or the Site;
probe, scan or test the vulnerability of LegalBridge, the Site or any related system, or circumvent, disable or interfere with any security or authentication feature of LegalBridge, the Site or the App;
introduce any virus, malware or other harmful code, or overload, flood or otherwise disrupt LegalBridge or the Site, including by any denial-of-service attack;
copy, modify, adapt, reverse engineer, decompile, disassemble or create derivative works of LegalBridge, except to the extent that applicable law expressly permits and cannot be excluded;
remove or alter any proprietary notice on LegalBridge or the Site; or
use LegalBridge in any way that could damage, disable or impair LegalBridge, the Site, the App or any related system.

9. Availability, updates and changes

9.1 AGXN may update, modify, suspend or discontinue LegalBridge or any feature of it at any time, with or without notice, including for scheduled or unscheduled maintenance.

9.2 AGXN does not guarantee that LegalBridge, the Site or any identity-code check will be available at any particular time or location, or any level of uptime, or that LegalBridge will operate on any particular browser, device or operating system. Checking an identity code requires access to LegalBridge, so a check may not be possible while LegalBridge is unavailable.

9.3 You are responsible for your own internet connection and any related costs. AGXN is not responsible for any failure or delay caused by the internet, telecommunications networks, your equipment or browser, or any third-party hosting or service provider.

10. Disclaimer of warranties

10.1 LEGALBRIDGE, THE SITE AND ALL CREDENTIALS, CHECK RESULTS AND INFORMATION PROVIDED THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGXN DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. AGXN DOES NOT WARRANT THAT LEGALBRIDGE WILL BE AVAILABLE, UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF HARMFUL CODE, THAT IT WILL BE COMPATIBLE WITH ANY BROWSER OR DEVICE, THAT ANY CHECK RESULT WILL BE ACCURATE OR COMPLETE, THAT ANY CREDENTIAL WILL BE ACCEPTED BY ANY PERSON, OR THAT USE OF LEGALBRIDGE WILL SATISFY ANY LEGAL, REGULATORY OR PROFESSIONAL OBLIGATION THAT APPLIES TO YOU.

11. Limitation of liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGXN, ITS AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (TOGETHER, THE “AGXN PARTIES”) SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE;
LOSS OF PROFITS, REVENUE, BUSINESS, CLIENTS, OPPORTUNITY, GOODWILL OR REPUTATION;
LOSS OR CORRUPTION OF DATA;
LOSS ARISING FROM ANY REFUSAL, DELAY OR DENIAL OF ACCESS TO ANY FACILITY, PREMISES OR PERSON;
LOSS ARISING FROM ANY UNAVAILABILITY OR INTERRUPTION OF LEGALBRIDGE OR THE SITE, OR ANY FAILURE OR DELAY IN AN IDENTITY-CODE CHECK; OR
LOSS ARISING FROM ANY ACT OR OMISSION OF A LICENSEE, AN AUTHORISED PERSON, THE LSSA, ANY INTERNET, TELECOMMUNICATIONS OR HOSTING PROVIDER OR ANY OTHER THIRD PARTY,

EVEN IF AN AGXN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE AGXN PARTIES ARISING OUT OF OR IN CONNECTION WITH LEGALBRIDGE, THE APP, THESE TERMS AND THE APP TERMS, TAKEN TOGETHER, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT (IF ANY) PAID BY YOU TO AGXN FOR LEGALBRIDGE AND THE APP IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). ANY AMOUNT PAID BY THE AGXN PARTIES TO YOU UNDER THE APP TERMS COUNTS TOWARDS, AND REDUCES, THIS LIMIT.

11.3 Nothing in these Terms excludes or limits any liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

11.4 Any claim against AGXN must be notified in writing within twelve (12) months after you became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which the claim is waived and barred.

12. Indemnity

You shall indemnify and hold harmless the AGXN Parties from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of LegalBridge, your account, your login details, any Credentials or any information obtained through an identity-code check, or your violation of any law or the rights of any third party.

13. Suspension and termination

13.1 AGXN may suspend or terminate your access to LegalBridge, suspend or close your LegalBridge account, and deactivate your Credentials, immediately and without notice if you breach these Terms, if your LSSA registration or supervision status changes or ends, if your authorisation as an Authorised Person ends, if a relevant Licence Agreement ends, or if AGXN considers it necessary for security, legal or operational reasons.

13.2 You may stop using LegalBridge at any time.

13.3 On termination, the licence in clause 5 ends and you must stop using LegalBridge. Clauses 2, 3, 7 and 10 to 17 survive termination.

14. Dispute resolution: negotiation, mediation and arbitration

14.1 Negotiation. If any dispute, controversy or claim arises out of or in connection with LegalBridge or these Terms, including any question regarding their existence, validity, interpretation, performance, breach or termination, and including any non-contractual dispute or claim (a “Dispute”), the party raising the Dispute shall give the other written notice of it. The parties shall first attempt in good faith to resolve the Dispute by negotiation within thirty (30) days of that notice.

14.2 Mediation. If the Dispute is not resolved within that period, either party may refer it to mediation in the Cayman Islands before a single mediator agreed by the parties or, failing agreement within fourteen (14) days of the referral, appointed by Cayman International Mediation & Arbitration Centre Ltd. The mediation shall be conducted in English and on a confidential and without-prejudice basis. Each party shall bear its own costs, provided that no mediator’s fees shall exceed KYD $3,000 in total unless otherwise agreed between the parties, and the mediator’s fees shall be shared equally.

14.3 Arbitration. If the Dispute is not resolved within forty-five (45) days after the appointment of the mediator, or if either party fails to take part in the mediation, the Dispute shall be referred to and finally resolved by arbitration under the Arbitration Act of the Cayman Islands (as revised from time to time). The tribunal shall consist of a sole arbitrator agreed by the parties or, failing agreement within thirty (30) days, appointed in accordance with that Act. The seat of the arbitration shall be George Town, Grand Cayman, Cayman Islands. The language of the arbitration shall be English. The arbitration and any award shall be confidential, except as required by law or to enforce the award. The award shall be final and binding on the parties.

14.4 Individual claims only. To the maximum extent permitted by law, any Dispute shall be resolved on an individual basis only, and you shall not bring or take part in any class, collective or representative proceeding against AGXN.

14.5 Urgent relief. Nothing in this clause 14 prevents either party from applying to the courts of the Cayman Islands for urgent interim or injunctive relief, including to protect AGXN’s intellectual property or the security of LegalBridge, the Site or the App.

15. Governing law and exclusive jurisdiction

15.1 These Terms and any Dispute shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict-of-laws principles.

15.2 Subject to clause 14, the courts of the Cayman Islands have exclusive jurisdiction over any Dispute, including any application in support of the mediation or arbitration, for interim relief, for the enforcement of any arbitral award, or in respect of any matter that is held not to be capable of settlement by arbitration. You irrevocably submit to the exclusive jurisdiction of those courts and waive any objection to proceedings in them on the grounds of venue or inconvenient forum.

16. Changes to these Terms

AGXN may change these Terms at any time. The current version will be available on the Site, and material changes will be indicated by updating the “Last updated” date and, where appropriate, by a notice on the Site or in LegalBridge. Your continued use of LegalBridge after a change takes effect constitutes your acceptance of the revised Terms.

17. General

17.1 Entire agreement. These Terms, together with the Site Privacy Policy (subject to clause 3), constitute the entire agreement between you and AGXN concerning LegalBridge and supersede any prior understanding concerning it. The App Terms continue to govern the App.

17.2 Severability. If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Assignment. You may not assign or transfer any of your rights or obligations under these Terms. AGXN may assign, transfer or sub-contract any of its rights or obligations at any time.

17.4 No waiver. A failure or delay by AGXN in exercising any right or remedy is not a waiver of that or any other right or remedy.

17.5 Force majeure. AGXN is not liable for any failure or delay in performance caused by events beyond its reasonable control.

17.6 Third-party rights. Except for the AGXN Parties, no person other than you and AGXN has any right to enforce these Terms, whether under the Contracts (Rights of Third Parties) Act of the Cayman Islands or otherwise.

18. Contact

Email: info@agxn.consulting
Post: AGXN Consulting SEZC, Signal House, Fairbanks Road, George Town KY1-9012, Cayman Islands