Terms of Service

1. Acceptance of These Terms

These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Legitly™ and its affiliates (“Legitly,” “we,” “us,” or “our”) governing your access to and use of the legitly.com websites, subdomains, mobile and web applications, holographic authentication labels, verification codes, application programming interfaces, and all related products and services (collectively, the “Services”).

By accessing or using the Services, creating an account, clicking “I agree,” or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Anti-Counterfeit Agreement, each of which is incorporated by reference. If you do not agree, you must not access or use the Services.

If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” refers to that organization.

2. Definitions

• “Authentication Code” means a unique identifier, QR code, scratch-off code, or other credential issued or generated through the Services for the purpose of verifying the authenticity of a product or item.
• “Holographic Label” means a physical security label, sticker, seal, or tag supplied by Legitly that incorporates an Authentication Code and tamper-evident features.
• “Brand Customer” means a business User that registers a product catalog and uses the Services to authenticate its goods.
• “End User” means any person who scans, enters, or otherwise uses an Authentication Code to verify a product.
• “Content” means any text, images, logos, data, files, or other materials made available through the Services.

3. Description of the Services

Legitly provides a brand-protection and product-authentication platform. The Services may include the issuance of Authentication Codes and Holographic Labels, scan-based verification (including single-scan technology designed so that a given code registers as used after its first valid scan), dashboards, certificates of authenticity, reporting, and related tools.

Verification results are provided for informational purposes to assist in assessing authenticity and are based on the data registered with us and the integrity of the physical label. A verification result is not a guarantee, warranty, certification, appraisal, or legal determination of authenticity, ownership, quality, safety, or fitness of any product. We reserve the right to add, modify, suspend, or discontinue any feature of the Services at any time.

4. Eligibility and Account Registration

You must be at least 18 years old and capable of forming a binding contract to use the Services. By registering, you agree to provide accurate, current, and complete information and to keep it updated. We may refuse, suspend, or terminate any account at our discretion.

You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to notify us immediately at info@legitly.com of any unauthorized access or suspected breach. We are not liable for any loss arising from unauthorized use of your account.

5. Acceptable Use and Prohibited Conduct

You agree not to, and not to permit any third party to:

• copy, reproduce, counterfeit, simulate, forge, clone, or re-encode any Authentication Code or Holographic Label, or create any product, label, or page intended to imitate the Services or a verification result;
• tamper with, remove, transfer, reuse, or interfere with any Holographic Label or the single-scan functionality;
• reverse engineer, decompile, disassemble, scrape, or attempt to derive source code, algorithms, or trade secrets from the Services, except to the extent such restriction is prohibited by applicable law;
• access the Services through automated means, circumvent rate limits, security, or authentication, or probe or test the vulnerability of any system;
• upload or transmit malware, or use the Services to infringe intellectual property, defame, harass, or violate any law or third-party right;
• resell, sublicense, or commercially exploit the Services except as expressly permitted in a written agreement with us; or
• misrepresent your identity or affiliation, or use the Services to deceive End Users.

Violation of this Section is a material breach and may result in immediate suspension or termination, forfeiture of fees, and referral to law enforcement, in addition to all remedies in our Anti-Counterfeit Agreement.

6. Fees, Billing, Renewal, and Refunds

Certain Services are offered on a paid or subscription basis. You agree to pay all applicable fees, taxes, and charges in accordance with the pricing and billing terms presented at purchase. Unless stated otherwise, subscriptions automatically renew for successive periods at the then-current rate until cancelled, and you authorize us (and our payment processors) to charge your payment method on each renewal.

You may cancel future renewals in your account or by contacting us; cancellation takes effect at the end of the current billing period. Except where required by law, all fees are non-refundable and are not prorated upon cancellation, downgrade, or termination. We may change fees prospectively upon notice. Failure to pay may result in suspension or termination. Physical goods (such as Holographic Labels) are subject to any separately stated sales, shipping, and return terms.

7. Intellectual Property Rights

The Services, including all software, designs, holographic and label technology, Authentication Code systems, single-scan methodology, text, graphics, the “Legitly” name and logo, and all related intellectual property, are owned by Legitly or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other laws. All rights not expressly granted are reserved.

Subject to these Terms and your payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business or personal authentication purposes. This license does not permit you to replicate, manufacture, or generate Authentication Codes or Holographic Labels outside of the Services. You may not use our trademarks without our prior written consent.

8. Your Content and Brand Materials

You retain ownership of Content you submit (including product data, logos, and brand assets). You grant Legitly a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and process your Content as necessary to operate, provide, secure, and improve the Services, and to generate Authentication Codes, labels, and certificates on your behalf.

You represent and warrant that you own or have all rights necessary to grant this license and that your Content does not infringe or violate any third-party right or applicable law. You are solely responsible for your Content and for ensuring you have the right to authenticate the products you register.

9. Authentication Disclaimer

10. Third-Party Services and Links

The Services may integrate with or link to third-party products, payment processors, websites, or content that we do not control. We provide these for convenience only and are not responsible for, and do not endorse, any third-party services, and your use of them is governed by their own terms and policies.

11. Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. By using the Services, you consent to our data practices as described there.

12. Term, Suspension, and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access at any time, with or without notice, for any reason, including suspected violation of these Terms or the Anti-Counterfeit Agreement, non-payment, or risk to the Services or others.

Upon termination, your license ends and you must cease using the Services. Sections that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law) will survive termination. We may retain and use data as permitted by the Privacy Policy and applicable law.

13. Disclaimer of Warranties

14. Limitation of Liability

15. Indemnification

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, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Services; (b) your Content or the products you authenticate; (c) your violation of these Terms, the Anti-Counterfeit Agreement, or any law or third-party right; or (d) any dispute between you and an End User or other third party. We may assume the exclusive defense of any matter subject to indemnification, in which case you agree to cooperate.

16. Dispute Resolution, Arbitration, and Class Action Waiver

Please read this Section carefully—it affects your legal rights. Except for claims for injunctive or equitable relief or claims regarding intellectual property or counterfeiting, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Clark County, Nevada (or by remote means), before a single arbitrator.

17. Governing Law and Venue

These Terms and any dispute arising hereunder are governed by the laws of the State of Nevada, United States, without regard to its conflict-of-laws principles. Subject to the arbitration provisions above, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada for any matter not subject to arbitration.

18. Changes to These Terms

We may revise these Terms from time to time. We will post the updated Terms with a new effective date and, where required, provide additional notice. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Services.

19. Miscellaneous

These Terms, together with the Privacy Policy and Anti-Counterfeit Agreement, constitute the entire agreement between you and Legitly regarding the Services and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary. Our failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely. Neither party is liable for delays or failures due to causes beyond its reasonable control (force majeure). Notices to you may be provided by email or through the Services. The Services are controlled from the United States, and you are responsible for compliance with applicable export and local laws.