Ubisecure Oy – RapidLEI Terms of Service – Version 1.3
“Affiliate” means, with respect to each Party, any entity which directly or indirectly controls, is controlled by, or is under common control with, such Party.
“Feedback” means any feedback, comments, questions, suggestions and ideas regarding the Service that you may provide to Ubisecure through any medium or forum including, but not limited to, online forums, e-mail, telephone, online and/or live surveys and questionnaires.
“Intellectual Property Rights” mean any and all now known or hereafter existing rights associated with Finland and foreign copyrights (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), database rights, trademarks (including, without limitation, trade dress, trade names, service marks, corporate names and logos), inventions, patents (including, without limitation, the right to make, use, offer for sale and sell), patent applications, software, firmware, know-how, trade secrets, moral rights and all rights or forms of protection of proprietary rights of every kind and of a similar nature, or having similar effect to any of them, which may exist throughout the world however designated, whether or not any of them is registered, and including applications for registration for any of the foregoing.
“Internet Protocol Address” or “IP Address” means a numerical label assigned to each device (e.g. computer, printer) participating in a computer network that uses the Internet Protocol for communication. Two versions of the Internet Protocol (IP) are in use: IP Version 4 (e.g., 18.104.22.168) and IP Version 6 (e.g., 0:0:0:0:0:ffff:68c7:7f62).
“PII” means personally identifiable Information.
“Service” means the Ubisecure RapidLEI Legal Entity Identifier Management System, including any tools, features, functionality and forums through which Feedback may be submitted.
“Service Data” means data and information (a) collected by the Service about your use including information which may be deemed PII under the laws of some jurisdictions; and (b) generated by the Service including, but not limited to, any statistical information related to the usage, traffic patterns and behaviour of the users of the Service.
“Ubisecure Content” or “RapidLEI Content” means user guides, and other documentation, technical and operations manuals and specifications made available by Ubisecure in connection with the Service.
“GLEIF” or “Global Legal Entity Identifier Foundation” is a foundation based in Basal in Switzerland tasked to support the LEI system. Please see https://www.gleif.org/en/about/this-is-gleif
“GLEIS” or “Global Legal Entity Identifier System” refers to the overall LEI system and all participants. Please see https://www.gleif.org/en/lei-system/gleif-management-of-the-global-lei-system
“LE” or “Legal Entity” means the entity which has registered with an LOU and is associated with a particular LEI.
“LOU” or “LEI Issuer” is the Local Operating Unit. In the context of this document – unless otherwise stated – it is implied that the LOU is Ubisecure Oy.
“LE-RD” or “Legal Entity Reference Data” is the key reference information that is connected to the LEI.
“LEI” or “Legal Entity Identifier” is the 20-digit, alphanumeric code that connects to key reference information (LE-RD) that enables clear and unique identification of companies participating in global financial markets.
“Level 2” means data beyond the LE-RD data which helps to identify who owns the Legal Entity from an accounting perspective. If there are no owners then the level 2 data will take the form of exception records described more fully within this page on the GLEIF web site https://www.gleif.org/en/about-lei/common-data-file-format/level-2-data-reporting-exceptions-format
“Master Agreement” is a contractual document between the GLEIF and Ubisecure Oy as the LOU. It sets out the rights and obligations of GLEIF and of the LOU regarding the LOU’s participation in the GLEIS, including in particular (but for the avoidance of doubt without limitation) the Accreditation of the LOU, the issuance of New LEIs and maintenance of LEIs, cost contributions, services by GLEIF and by the LOU, the public availability of LEIs and LE-RD, intellectual property on LEIs and LERD, data protection matters, ensuring competition and anti-trust at global and local levels, and the binding rules regarding dispute resolution and court competence.
“Relationship Record” is described more fully within this page on the GLEIF web site https://www.gleif.org/en/about-lei/common-data-file-format/relationship-record-cdf-format
These Terms of Service govern your use of the RapidLEI Legal Entity Identifier Management System and constitute a legally binding contract between you and Ubisecure Oy, and its Affiliates (collectively, “Ubisecure”). You understand that by using any or all of the Service, you agree to be bound by these Terms of Service. You and Ubisecure may each also be referred to individually as a “Party” or together as the “Parties.”
Acceptance of Terms of Service. You must read, agree with and accept all of the Terms of Service contained within this document. Please read it carefully, and after eSigning to indicate your agreement, print off, or preferably save a digital copy for your records. If you agree to these Terms of Service on behalf of a Legal Entity (LE), you represent and warrant that you have the authority to bind that LE to these Terms of Service. In such event, “you” and “your” will refer and apply to that LE. If you do not have the legal authority to bind the LE, please do not use the Service or eSign this agreement.
The term of these Terms of Service commences upon the date you access and/or use the Service and continues as long as the LE exists and as long as the RapidLEI service exists, whichever is shorter, until termination or immediate termination.
You may terminate these Terms of Service by discontinuing your use of the Service at any time without notice. You agree that Ubisecure may in its discretion terminate or suspend your use of and access to all or part of the Service in the event of:-
a) A transfer of the LEI to an alternative LEI Issuer or to the GLEIF is successfully executed,
b) Ubisecure becomes aware that the legal status of the LE associated with the issued LEI has been abandoned by the LE
c) Ubisecure is unable to renew the LEI due to non-compliance of the LE with requirements of the LEI program during the course of re-validation.
In all cases you agree that Ubisecure shall not be liable to you or to any third party for any termination or suspension of all or part of the Service.
5. Immediate Termination.
You agree that Ubisecure may in its discretion terminate or suspend your use of and access to all or part of the Service immediately and without notice at any time in the event of:-
a) A severe or repeated violation of contractual duties outlined within these Terms of Service, for which no cure is possible, or cure has been refused despite a reasonable cure period,
b) Termination of the Master Agreement between Ubisecure and the GLEIF
In both cases you agree that Ubisecure shall not be liable to you or to any third party for the immediate termination or suspension of all or part of the Service.
6. Formal Notifications.
Contractual language will be observed for any formal notices and unless stipulated otherwise, all communications will be in English.
7. Modifications to Terms of Service.
These Terms of Service may be changed, modified, supplemented or updated by Ubisecure at any time and without notice. You can review the most current version of the Terms of Service at any time by visiting the RapidLEI Legal Repository webpage on RapidLEI’s website. You can determine when these Terms of Service were last revised by referring to the “Last Updated” legend at the bottom of these Terms of Service. Your continued use of the Service shall constitute your acceptance of any changed, modified, supplemented or updated Terms of Service. In addition, you shall be subject to any guidelines, rules or policies applicable to the Service posted by Ubisecure from time to time, which are hereby incorporated by this reference. This includes the provision to annually review its fee schedule, and unilaterally determine new fees, which you acknowledge may be effected by changes to annual fees imposed by the GLEIF on all LEI Issuers.
8. Your Obligations.
You agree that you are obligated to:-
a) to supply true, full and authentic information
b) to review the LE-RD at least once annually, to verify its accuracy
c) to promptly submit any changes regarding any aspect having an actual or potential influence on the LEI and/or LE-RD
d) to attest, as the individual eSigning this contract including these Terms of Service on behalf of the LE, that you have the necessary authority from the LE.
e) to make annual payments for the revalidation and renewal of the LEI in line with the appropriate fee schedule;
Through your understanding of these Terms of Service you are aware that:-
a) Only one single LEI may be requested for your LE, i.e. you are prohibited to request a second LEI through Ubisecure or any other LOU;
b) Ubisecure may be required by mandatory law or per internal LOU controls to change LE-RD
c) the issuance of an LEI, and its yearly renewal, is subject to requirements established by the GLEIF
d) that GLEIF reserves the right to request the transfer of the LEI to another LOU
e) that under the terms of this policy, you may request the transfer of your LEI to another LOU at any time. If you do, no refund of fees already invoiced and paid will be made to you by Ubisecure.
f) that you expressly allow all necessary data to be made public in order to comply with the requirements of the LEI CDF and RR file formats. In doing so you are aware that any and all rights to publish the data are fully and irrevocably transferred (or, if not legally possible under applicable legislation, irrevocably licensed) to Ubisecure, with the sole exception of the protective rights of the LE in its legal name;
A general requirement that any information provided or requests made to Ubisecure must be submitted by the Legal Entity’s authorised signatories and duly dated and signed.
10. Compliance with Laws.
You agree that you will use the Service in compliance with these Terms of Service and all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical and personally identifiable information.
WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UBISECURE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, UBISECURE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. IN ADDITION, ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEM OR OTHER DEVICE AND ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, YOU ACKNOWLEDGE AND AGREE THAT UBISECURE AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
You agree to release, indemnify, defend and hold harmless Ubisecure and its officers, directors, shareholders, contractors, agents, employees, licensors and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of or in connection with your breach or alleged of these Terms of Service and your use of the Service. Ubisecure reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Ubisecure in asserting any available defences.
12. Prohibited Use.
You will not:
a) use the Service for any unlawful, unauthorised, fraudulent or malicious purpose;
b) bypass any measures Ubisecure may use to prevent or restrict access to the Service or otherwise interfere with any other
party’s use and enjoyment of the Service;
c) use the Service to infringe any intellectual property or other right of any other third party.
Ubisecure may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing. Ubisecure reserves the right at all times to disclose any information (including, PII) as Ubisecure deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Ubisecure’s sole discretion.
Any taxes, duties, fees and other governmental charges of any kind (including sales, services, use and value-added taxes, but excluding taxes based on the gross revenues or net income of Ubisecure) which may be imposed by or under the authority of any government or any political subdivision thereof on you related to the Services or your use of the Service shall be borne by you.
14. Additional Provisions.
a) Notice. Ubisecure may provide you with notices, including those regarding changes to these Terms of Service, by posting such notices through one or more mediums or forums located on the RapidLEI website. These notices are considered part of the Service.
b) Severability. You agree that the terms of these Terms of Service are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of these Terms of Service. These Terms of Service will be deemed amended to the extent necessary to make these Terms of Service enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the Parties, and the remaining terms and provisions will remain in full force and effect.
c) Entire Agreement. You agree that these Terms of Service constitute the entire, complete and exclusive agreement between you and Ubisecure regarding the Service and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms of Service.
d) Governing Law. These Terms of Service are governed by the laws of Finland. No choice of law rules or any jurisdiction shall apply. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland.
e) Waiver. No waiver of any provision of these Terms of Service shall be effective unless it is in writing and signed by an authorised representative of Ubisecure. The remedies of Ubisecure under these Terms of Service shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a Party, at any time or from time to time, to require performance of any obligations of the other Party hereunder shall not affect its right to enforce any provision of these Terms of Service at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
f) In the event of an import of any LEI from another LOU, you permit Ubisecure as the Receiving LOU to forward your contact information, for you, as the Authorised Representative of the Legal Entity, to the other Sending LOU and furthermore, permit the Sending LOU to pass on this information to the Sending LOU’s existing contact for the Legal Entity owning the LEI to be imported.
g) Headings. The section headings appearing in these Terms of Service are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
h) Force Majeure. Ubisecure shall not be liable for any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, employment strike, lockout, boycott or other events beyond the reasonable control of Ubisecure.