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Welcome to the Cloudwork website available at: cloudwork.ai (Site). This website is owned and operated by Cloudwork Technologies (HK) Limited (Cloudwork), successors and assignees, (we or us).

These Services Terms and Conditions (Terms of Use) apply to every client who uses our information, documents, software, and any other products and/or services that we provide, including legal documents (together referred to as "Services"). Please read these Terms of Use carefully. By using our Services, including by subscribing any products under cloudwork.ai, you agree to comply with and be bound by our Terms of Use, and agree that you have read and understood them and the documents they refer to.

The terms "us", "our" or "we" refers to Cloudwork. The terms "you" or "your" refers to the Site user, collectively referred to as "the Parties" or each a "Party". Our Terms and Conditions, Privacy Policy and Terms of Use (available on our Site) govern the relationship between Cloudwork and you in connection with the use of our Site and Services.

In using our Services, you warrant that you have had sufficient opportunity to access these Terms and Conditions and contact us, and that you have read, accepted and will comply with our Terms and Conditions, and that you are 18 years or older. If you do not agree to these Terms and Conditions, do not use our Site and/or Services.

Legal Relationship

Cloudwork operates the Site and owns the documents, software and intellectual property which can be accessed through the Site. By accessing the Site, downloading documents on it or using any of our Services, you are entering into an agreement with Cloudwork.

Online Documents

Visitors may download documents from our Site (Documents), free of charge, as provided within our products.

Use of the Documents is affected by factors outside of our control, including the software on your computer. Microsoft Word users require one of the following versions, in order to use the Documents:

  • For Windows: Office 2010 or newer
  • For Macs: Office 2011 or newer
Legal Advice and Services

Cloudwork does not provide legal advice and services. You agree that Cloudwork is a referrer only and does not provide any advice, we at most will only put you in touch with a consultant or a professional. Legal advice and services are provided by our network of solicitors, barristers, trademark consultants, patent attorneys, other consultants or professionals (each a Cloudwork Consultant), if and when you engage one of them to provide legal advice and services to you. If you engage one of them, please see the relevant Cloudwork Consultant's terms and conditions for such that apply to their relationship with you. By using their services, you agree to be bound by their terms.

Restricted Use

You may, in the ordinary course of your organisation’s business and for your internal purposes only, subject to the restrictions below (a) view, use and customise the material on our Services; and (b) download, print, store and/or distribute limited extracts of the material on our Services that have no independent commercial value and could not be used as a substitute for any service (or a substantial part of it) provided by Cloudwork or our affiliates.

Restrictions: unless otherwise allowed, you may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer our Services or the materials on them in whole or in part, or as a component of any other product or service; (ii) use our Services or the materials on it to create any derivative works or competitive products; (iii) allow any third parties to access, use or benefit from our Services or materials on it in any way; (iv) use any programmatic, scripted or other mechanical means to access our Services or the materials on it; or (v) download to any device including a mobile device more than two (2) chapters of a book or the narrative chapters of a looseleaf work.

Cloudwork makes no representations or warranties to you of any kind, express or implied, as to the operation of the Services or the information, content or materials included on our Services. Our Services may include agreement examples, forms and other general legal information provided by Cloudwork or third parties; however, any general legal information or sample templates provided as part of our Services are for example purposes only, may not be suitable to your circumstances and should not be considered to be a substitute for the advice of a lawyer or other appropriately qualified professional. Cloudwork is not responsible for any loss, damage or cost resulting from any decisions that are made in reliance on such, including legal, compliance and/or risk management decisions. You agree that you use our Services at your own risk in these respects.

In using our Services, you must ensure any data or information you submit or send:

  • is accurate (where it states facts);
  • is genuinely held (where it states opinions); and
  • complies with applicable law in any country from which it is posted and that you have all necessary permissions to place such information on the Services.

Some content and materials accessible via our Services maybe confidential to your organisation and may also be protected by intellectual property rights around the world.

You acknowledge and agree that:

(a) the Site contains Documents with all rights (including copyright) which belong to and are owned by us as set out in these Terms and Conditions; and

(b) you are only permitted to use the Documents in the manner set out in these Terms and Conditions.

Once you have downloaded or copied a Document you are permitted to:

(a) download, save and amend the Document;

(b) supply the Document to a Cloudwork Consultant or a lawyer for review and amendment; and

(c) re-use the Document for your personal use or for the purposes of your business.

You agree not to:

(a) use the Site or Services for unauthorised or unlawful purposes (unauthorised use of the Site and any of our Services may be a criminal offence and/or give rise to a claim for damages);

(b) re-sell any Documents you have gained access to on this Site, which includes any Documents you have bought either on a per document basis or through a subscription;

(c) re-sell or attempt to benefit in a commercial fashion from any of the content available on the Site;

(d) post anything on the Site that is illegal, inappropriate, profane, obscene, defamatory, knowingly false and/or infringes copyright;

(e) conduct surveys, contests, pyramid schemes or chain letters on the Site;

(f) introduce any form of malicious software into the Site or Services; or

(g) collect information about others on the Site without their consent.

You are not permitted to copy, reproduce, transmit electronically or otherwise use the Documents in whole or in part in order to re-sell them in any manner, whether in original form or amended in any way. The only exception to this is in relation to lawyers or Cloudwork Consultants who have registered with us and requested and received written permission (including by email) to use the Documents as precedents.

Restricting Access

We reserve the right to restrict or terminate your access to our Site and any of our Services at any time without notice.

Competitors

Competitors, including companies offering online software as an application, legal or non-legal services or documents of any kind, are not permitted to access or use any information, including statements, opinions, documents and materials contained in this Site (Information) or Documents accessible on cloudwork.ai or legalx.ai and are not permitted to use our Site.

Cancellation by Us

Should we deem that you are acting contrary to the spirit of the Site, potentially using our Services for commercial gain, or in a manner which could damage our business and repute, we reserve the right to exclude you from the Site.

Intellectual Property and Moral Rights

Cloudwork and its licensors own and reserve all intellectual property rights in our Services (including, but not limited to, all copyright), and you agree that you will not do anything to infringe or prejudice those rights.

You agree to provide information including Intellectual Property to us to enable us to provide the Services.

You:

(a) warrant that you have all necessary rights to provide the Intellectual Property to us;

(b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way we require to provide the Services to you; and

(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:

(a) irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;

(b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;

(c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and

(d) agree that your consent is a genuine consent under the Copyright Ordinance (Cap. 528 of the Laws of Hong Kong) and has not been induced by duress or any false or misleading statement.

Policy on use of documents and data (“CW Knowledge”) located in Cloudwork

(a) CW Knowledge is provided with non-charged access to individual end-users of the content it provides, to enable them to read, print and copy materials for their personal use, and any other uses permitted by copyright law.

(b) In order to provide this service, Cloudwork has built a collection of documents and links with the various sources of the documents and rights-holders in the documents, or otherwise with the permission of copyright holders.

(c) CW Knowledge is not a data repository, in that it does not provide a service for other publishers to obtain documents from Cloudwork for republication. Other publishers need to obtain those documents from their original sources or by other appropriate and authorised means.

(d) In relation to all CW Knowledge that it publishes, Cloudwork does not give permission for the value-added content that it adds to CW Knowledge (including hypertext mark-up, and alternative citations) to be republished by others.

(e) Cloudwork places particular restrictions upon the ways in which CW Knowledge can be copied and used. Cloudwork’s policy is the same as nearly all similar organisations internationally. The reasons for this policy include:

  • i. the need to allow compliance with take-down, anonymisation and other modification requests from courts and parties;
  • ii. the need to comply with licence conditions under which data have been provided to Cloudwork; and
  • iii. the need to balance personal privacy against open access, particularly in relation to general purpose search engines.

(f) Individual end-users of Cloudwork are free to access, copy and print materials for their own use in accordance with copyright law.

(g) Cloudwork is not the copyright owner in the source documents published on CW Knowledge and is not able to give permission for reproduction of those source documents.

(h) Cloudwork will not act as a data repository or supplier of source documents that it has obtained from their original sources, to other publishers for republication. This applies to both active re-supply of documents, or passive re-supply via spidering or other automated collection. Where spidering or other automated collection for these purposes is apparent, it will be blocked.

(i) Cloudwork does in some cases negotiate agreements with other publishers for them to frame Cloudwork pages as part of their services, including assisting them to identify the correct pages on Cloudwork to which to link.

(j) Cloudwork supports other providers of public legal information in supplying the source data for which they are responsible on the same basis to all publishers, both in relation to (i) ongoing supply, and (ii) maintenance of archival copies of data previously supplied.

(k) Cloudwork will assist courts or other providers of public legal information in relation to (j)(ii) above if such assistance is requested.

(l) Each court or other provider of public legal information sets its own policies in relation to such matters as privacy (including access by third party search engines), 'take down' or replacement and republication of data by third parties including copyright policies.

(m) Cloudwork strives to comply with the policies of each court or other provider of public legal information, and supports efforts to develop standards concerning such policies.

Personal and Confidential Information

You consent to us providing information, including personal information and Confidential Information, to (i) our related bodies corporate including LegalX Artificial Intelligence Limited or Cloudwork Technologies (HK) Limited (Cloudwork), our incorporated legal practice related company, to provide information, products and services to you, and to (ii) third parties, including the Cloudwork Consultants, agents, contractors and sub-contractors, insurance brokers and specialist lawyers who assist us in providing information, products and services to you.

We and you, including employees and contractors, agree not to disclose Confidential Information to additional third parties; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you and not for any other purpose.

These obligations do not apply to Confidential Information that:

  • is authorised to be disclosed;
  • is in the public domain and/or is no longer confidential, except as a result of breach of these Terms and Conditions;
  • is received from a third party, except where there has been a breach of confidence; or

The obligations under this clause will survive termination of these Terms and Conditions.

Feedback and Dispute Resolution

Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact us at info@cloudwork.ai. If there is a dispute between the Parties in relation to these Terms and Conditions, the Parties agree to the following dispute resolution procedure:

(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).

(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Judiciary of the Hong Kong Special Administrative Region of the People's Republic of China to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms and Conditions, by law or in equity.

Limitation of Liability and Disclaimer

The Information is for general information purposes only. The Information does not take into account your specific needs, objectives or circumstances, and it is not legal advice or services. Any reliance you place on the Information, and any use of the Documents on the Site or our Services is at your own risk.

If you are not satisfied with any part of the Site, our Services or these Terms and Conditions, you should contact us, and cease using the Services.

Documents: You acknowledge that the Information and Documents may contain mistakes, inaccuracies and/or errors. Cloudwork expressly excludes any liability for such mistakes, inaccuracies and errors to the fullest extent permissible by law. You should carefully review any Document accessed or created through the Site to ensure that it does not contain any mistakes, inaccuracies or errors and is appropriate to your circumstances. We recommend that you obtain legal advice from a qualified solicitor if you are unsure whether a Document is appropriate to your circumstances.

Services: It is your responsibility to ensure that any Services or Information available through the Site meet your specific requirements. Before acting on any Information, we recommend that you consider whether it is appropriate for your circumstances, carry out your own research and seek professional advice, where necessary. Information provided on the Site and Services must not be relied upon for legal decisions; you should instruct a solicitor for legal advice and services.

Purpose: Neither Cloudwork, cloudwork.ai or legalx.ai provide any representation, warranty, indemnity or guarantee as to the performance, accuracy, timeliness, completeness or suitability of the Information or Documents found or offered on this Site for any particular purpose. We give no warranty, indemnity or guarantee that the Documents or Site are free of viruses.

Currency and jurisdiction: The laws in your jurisdiction is different from other jurisdictions, and may be updated and amended from time to time. Although we seek to ensure that our Documents are in line with the relevant laws and up to date, we make no such warranty or representation. We recommend that you obtain legal advice from a qualified solicitor in your jurisdiction in relation to all legal matters.

Legal advice and services: While Cloudwork takes care to choose lawyers, we make no representation or warranty as to the quality or appropriateness of any legal advice or services that any Cloudwork Consultant offers or provides to you. Cloudwork is not responsible for, or liable for, the relationship between you and any Cloudwork Consultant, or any third party. We disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services. No legal relationship exists between any user of this Site, Cloudwork, cloudwork.ai and/or legalx.ai or any of their related websites, bodies corporate, including parent companies, subsidiaries or affiliates or their employees, directors or other officeholders.

Consumer Protection Laws: Certain consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by these Terms and Conditions. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights. Except for your Statutory Rights, all material and work is provided to you without warranties of any kind, either express or implied; and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Consumer Guarantees: To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.

Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in this estimated period, which is affected by your delay in response, incomplete or incorrect information.

General: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees, warranties and terms relating to the Information, Documents, Services and these Terms and Conditions, except as set out in these Terms and Conditions. To the maximum extent permitted by law, we are not and will not be liable or responsible for any expenses, losses, costs or damages (whether direct or indirect) caused to or incurred by any user of the Information, Documents, Site or our Services, including damages for loss of use and/or loss of data, arising out of the performance of the Site and/or Services.

This clause will survive termination of these Terms and Conditions.

Indemnity

You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: (i) any information that is not accurate, up to date or complete or is misleading or a misrepresentation; (ii) any breach of these Terms and Conditions; (iii) and any misuse of the Services; from or by you, your employees, contractors or agents.

You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

The obligations under this clause will survive termination of these Terms and Conditions.

Communications

We are not under any obligation to monitor any communications entered into regarding the Services, but we have the right to check and investigate any such communications. We reserve the right to revoke your ability to communicate on the Site and/or to use our Services immediately at any time for any reason.

We do not endorse the content of any information posted on the Site other than that posted by one of employees or service providers.

Modifications

We reserve the right to amend in any way we see fit the Documents, and the Terms and Conditions under which the Services are offered, including but not limited to the costs associated with the use of the Site, our Services and our refund policy, without notice to you.

You agree that by continuing to use the Site and our Services after the date of any amendment to the Terms and Conditions you are agreeing to the relevant amendments.

General

Privacy: We agree to comply with the legal requirements of the Data Protection Principles under the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong). Our Privacy Policy sets out the manner in which we, cloudwork.ai and/or legalx.ai treat(s) your personal information. You agree and understand that we may process your personal information in accordance with the our Privacy Statement. You will not upload the personal information of any individual to the Services unless you are legally permitted to do so.

Publicity: You consent to us using advertising or publicly announcing that we have undertaken work for you.

Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

Tax: If and when applicable, taxes payable on our Services will be set out on our Invoices. By accepting these Terms and Conditions you agree to pay us an amount equivalent to the taxes imposed on these charges.

Relationship of parties: The Terms and Conditions are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.

Severance: If any provision (or part of it) of the Terms and Conditions is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of these Terms and Conditions cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and Conditions and the remaining provisions (and remaining part of the provision) of the Terms and Conditions are valid and enforceable.

Jurisdiction & Governing Law: The Terms and Conditions are governed and construed in accordance with the laws of Hong Kong. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Hong Kong courts.

Entire Agreement: These Terms and Conditions make up the entire agreement between you, us, cloudwork.ai and legalx.ai, and supersede any prior agreement, understanding or arrangement between you, us, cloudwork.ai and legalx.ai, whether oral or in writing.

Definitions

Confidential Information includes confidential information about the business, operations, affairs, structure, plans, intentions, market opportunities, programs, processes, methods, operating procedures, activities, products and services information, software, discoveries, ideas, inventions, technology, trade secrets, technical, financial, accounting, marketing and technical information, clients, customer and supplier lists (including prospective customer and supplier information, personal data or names), ideas, concepts, research, development, designs, specifications, drawings, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs (including all object code and source code versions), marketing information, know-how (whether patentable or not), Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form, labelled or marked in writing as "confidential", which is not generally available to the public.

Cloudwork may post changes to these Terms of Use via our Services, and such changes shall be effective from the next time you use our Services.

For questions and notices, please contact us at:

Cloudwork Technologies (HK) Limited

5/F, Lee Garden Three, 1 Sunning Road, Causeway Bay, Hong Kong

General support: info@cloudwork.ai

Last update: 15 September 2021

© Cloudwork 2021