Anti-Counterfeit Agreement

1. Purpose and Acceptance

This Anti-Counterfeit Agreement (the “Agreement”) sets out binding obligations that protect the integrity of the Legitly™ authentication system and the rights of brands and consumers who rely on it. It applies to every User of the Services, including Brand Customers, End Users, resellers, and any person who accesses, scans, enters, generates, handles, or distributes an Authentication Code or Holographic Label.

By using the Services, you accept this Agreement, which supplements and is incorporated into our Terms of Service. Capitalized terms not defined here have the meanings given in the Terms of Service.

2. Definitions

• “Counterfeit” means any product, label, code, packaging, or verification page that is not genuine and that imitates, copies, replicates, or is intended to be mistaken for a genuine product or for the Legitly authentication system or a genuine verification result.
• “Authentication Asset” means, collectively, Authentication Codes, Holographic Labels, scratch-off and QR credentials, security inks and patterns, certificates of authenticity, and the single-scan verification methodology.
• “Circumvention” means any attempt to defeat, bypass, disable, reuse, or interfere with any security or single-scan function of the Authentication Assets.

3. Ownership; No License to Replicate

All Authentication Assets and the systems that produce and validate them are the exclusive intellectual property of Legitly and its licensors, protected by patent, copyright, trademark, and trade-secret laws. Nothing in your use of the Services grants you any right to manufacture, print, generate, encode, duplicate, or distribute Authentication Assets except through the Services and as expressly authorized in writing by Legitly. Any Authentication Asset is licensed for single, intended use only and may not be replicated or transferred.

4. Prohibited Conduct

You shall not, and shall not authorize, assist, or enable any third party to:

• copy, reproduce, counterfeit, simulate, forge, clone, re-encode, or manufacture any Authentication Asset, or apply a genuine label to a non-genuine product;
• create, host, or distribute any website, page, application, or message designed to imitate Legitly, a verification result, or a certificate of authenticity, or to falsely indicate that a product is authentic;
• tamper with, peel, lift, re-apply, transfer, alter, obscure, or reuse any Holographic Label, or defeat its tamper-evident or single-scan features;
• engage in any Circumvention, including reusing a scanned code, generating unauthorized codes, or spoofing scan data;
• reverse engineer, decompile, or attempt to extract the security design, algorithms, inks, or trade secrets underlying the Authentication Assets, except where such restriction is prohibited by law;
• sell, offer, or traffic in counterfeit Authentication Assets or in genuine Authentication Assets separated from the genuine products they were issued for; or
• use the Services to deceive, defraud, or mislead consumers, brands, customs authorities, or marketplaces.

5. Single-Scan Acknowledgment

You acknowledge that the Services may employ single-scan technology designed so that an Authentication Code registers as “used” after its first valid verification and cannot legitimately be re-scanned or reused. You agree not to interfere with this functionality and understand that re-presentation of a previously scanned code may be flagged as suspect or counterfeit.

6. Brand Customer Obligations

If you are a Brand Customer, you represent and warrant that you have the lawful right to authenticate the products you register, that those products are genuine, and that your use of Authentication Assets is truthful and not misleading. You are responsible for securely storing unused Holographic Labels and codes, for applying them only to genuine products, and for promptly reporting any loss, theft, or suspected misuse to Legitly.

7. Reporting Counterfeits and Cooperation

If you become aware of any actual or suspected counterfeiting, tampering, Circumvention, or misuse of Authentication Assets, you agree to notify Legitly promptly at info@legitly.com and to provide reasonable information to assist any investigation. You agree to cooperate, at no cost to Legitly, with Legitly and with law-enforcement, customs, and regulatory authorities in investigating and remediating counterfeiting and in any related civil or criminal proceeding.

8. Representations and Warranties

You represent, warrant, and covenant that you will not engage in any conduct prohibited by this Agreement; that any product to which you apply an Authentication Asset is genuine; and that you will comply with all applicable anti-counterfeiting, intellectual-property, consumer-protection, and trade laws.

9. Enforcement and Remedies

You acknowledge that a breach of this Agreement would cause Legitly and the brands and consumers who rely on the Services irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedy at law or in equity, Legitly is entitled to seek immediate injunctive and other equitable relief, without the requirement to post bond, to restrain any actual or threatened breach.

Legitly may also immediately suspend or terminate your access, invalidate affected Authentication Assets, withhold or revoke verification, forfeit fees paid, and pursue all available civil and criminal remedies, including recovery of damages, disgorgement of profits, costs, and reasonable attorneys’ fees to the extent permitted by law.

10. Indemnification for Counterfeit-Related Claims

You agree to defend, indemnify, and hold harmless Legitly and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your breach of this Agreement, your handling, application, or distribution of Authentication Assets, or any counterfeiting, tampering, or Circumvention by you or those acting on your behalf.

11. Limitation of Liability

12. Governing Law, Disputes, and Survival

This Agreement is governed by the laws of the State of Nevada, United States, without regard to conflict-of-laws principles, and the dispute-resolution, arbitration, class-action-waiver, jurisdiction, and venue provisions of the Terms of Service apply—provided that Legitly may seek injunctive or equitable relief and pursue claims of counterfeiting or intellectual-property infringement in any court of competent jurisdiction. The obligations and remedies in this Agreement survive any termination of your relationship with Legitly.

13. Changes to This Agreement

We may update this Agreement from time to time. We will post the updated version with a new effective date and, where required, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Agreement.