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Membership Agreement for Law Firm Users:

Appendix 2 - Standard Terms of Service

STANDARD TERMS OF SERVICE - LAW FIRM USERS

These standard terms of service apply to and form part of the legal agreement between you, the Law Firm, and Futurelex Limited ("Futurelex") stating the terms that govern your use of the ProcureLaw Service (the "Service") described below. These terms "together with all updates, additional terms and all rules and policies referred to in this agreement and the written agreement signed by you that incorporates these terms" collectively constitute the "Agreement" between you and Futurelex. You must accept and abide by these terms as presented to you; changes, additions, or deletions are not acceptable, and Futurelex may refuse access to the Service for noncompliance with any part of the Agreement, without prejudice to any other rights that Futurelex may have.

Definition of the Service.

Futurelex is the provider of a service that permits the Law Firm User to receive invitations to submit tenders from Corporate Users for You to provide legal advice and other legal services to Corporate Users subject to the terms and conditions as set forth in the Agreement in accordance with the "How To Use the Service" listed in Appendix 3 to the Agreement (as varied) and also found at the section of the ProcureLaw website to be found at www.procurelaw.com.

Futurelex is not legally qualified and does not provide any legal advice of any nature or description. Legal advice is provided only by Law Firms who submit tenders and Futurelex makes no representation, and undertakes no duty of care to ensure that any such advice is correct.
Use and limitations on use of the Service.
1. This Service is available for individuals listed by a Law Firm User in the Registration Data to receive invitations to tender from Corporate Users. The Law Firm User should act in good faith in using the Service for the purpose only of replying to invitations to tender to provide legal advice or other legal services to the Corporate User. It is a breach of these terms for a Law Firm User to use the Service for any other purpose.
2. The Law Firm User should consider carefully, before replying to an invitation to tender, whether it has appropriate expertise and available resource to enable it to provide the legal services for which it is invited to tender within the timescales (if any) specified by the Corporate User. It may not be appropriate to disclose legally privileged information on the website or by using the Service: although Futurelex uses all reasonable efforts to ensure the security of the Service, it does not guarantee the security and confidentiality of information and data that is disclosed by using the Service. The Law Firm User is solely responsible for all information and data that it provides or that is disclosed by using the Service. Futurelex shall not, in any event, be responsible for inappropriate use of the Service.
Responsibility for opinions and for advice provided by Law Firms and getting to know Corporate Users.

You agree that by using the Service, You are solely responsible for any opinion or advice provided by You in response to invitations to provide legal services placed on the ProcureLaw website by Corporate Users. This information and advice is Your sole responsibility and Futurelex accepts no responsibility for any information and advice that may be provided by You via the ProcureLaw website. You agree to use the Service at your sole risk and agree that Futurelex shall have no liability to you for statements, advice, content or other material provided to You via the ProcureLaw website that may be untrue, inaccurate or, negligent. You acknowledge and agree that Futurelex does not guarantee the accuracy of such information.You understand that Futurelex makes no representation about the nature and character or any Corporate User and that You are responsible for making Your own investigation into the character, good standing of Corporate Users and, without prejudice to the generality of other terms of the Agreement, to establish that You have no conflict of interest and are not subject to any legal, regulatory or other restriction to which You are subject.
System Requirements.

Use of the Service requires a device such as a computer, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended for viewing video or streaming content. These systems may need to be upgraded from time to time to use the Service and you acknowledge and agree that such system requirements are Your responsibility.
Applicable Terms and change of terms.

The Agreement applies to any use of the Service. Your provision of any legal services or advice made through the Service is subject to any agreements or other terms and conditions agreed between You and the Corporate User for the provision of such services or advice. It is the responsibility of the Law Firm User to review and agree the terms of any such agreements with the Corporate Users and to ensure that the Law Firm User is not subject to any restriction on its ability to comply with the terms of the Agreement.

Futurelex may change any of these terms of Terms of Service by notice in writing. Futurelex shall endeavour to provide You with reasonable notice of any change to these Terms of Service by email, or in writing or by posting details of the changes on the ProcureLaw website.
Privacy and Confidentiality.
1. Except as otherwise expressly provided for in this Agreement, the Service is subject to Futurelex's Privacy Policy, which is expressly made a part of this Agreement.
2. You agree that Futurelex may monitor and gather information about Your use of the ProcureLaw website and combine it with aggregated information from other Law Firm and Corporate Users to: Provide you with recommendations regarding the use of the ProcureLaw website. Provide recommendations to other users of the ProcureLaw website.
3. Futurelex has the right, but not the obligation, to monitor any information and materials submitted or posted by You or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Futurelex in its sole discretion deems appropriate.
4. You authorise Futurelex, for so long as you use the Service, to confirm to Corporate Users you have so authorised Futurelex to monitor such confidential information. Futurelex agrees to use all reasonable endeavours to keep such information confidential, provided that Futurelex's obligation shall not apply to the extent that it is required to disclose such information by law, or by order of a court of competent jurisdiction, or by a regulatory body or other authority to whose directions Futurelex is subject.
Information provided by You when using the Service.

You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service. You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Futurelex may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Futurelex may store and use the Registration Data, Panel Memberships data and other such data that You provide.
User Account and Security.
1. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Futurelex of any unauthorised use of your Account or any other breach of security. Futurelex shall not be responsible for any losses arising out of the unauthorised use of your Account which is not due to the negligence of Futurelex.
2. Security. You shall not access or attempt to access an Account that you are not authorised to access. Violations of system or network security may result in civil or criminal liability.
Agreements with Corporate Users.
1. You agree to keep the terms of the Agreement strictly confidential.
2. Your use of the Service includes the ability to enter into agreements with Corporate Users electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements and others you enter into on this site, including notices of cancellation, policies, contracts and applications.
3. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
Intellectual Property.
1. Acknowledgement of Ownership. You agree that the Service, including but not limited to graphics, user interface, audio clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by Futurelex and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorised way whatsoever, including but not limited to, by trespass or burdening network capacity.
2. Removal of Futurelex Content or Other Materials. Notwithstanding any other provision of this Agreement, Futurelex reserves the right to change, suspend, remove, or disable access to any content, or other materials that are offered by the Service without notice. In no event will Futurelex be liable for the removal of or disabling of access to any such content or materials under this Agreement. Futurelex may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability. Removal of content from the Service will not affect content that you have already acquired from the Service.
3. Copyrights. All copyrights in and to the Service, including but not limited to, the compilation of content, postings, links to other Internet resources, and descriptions of those resources), are owned by Futurelex and/or its licensors, who reserve all of their rights in law and equity. The use of any part of the Service, except for use of the Service as permitted in these Terms of Service, is strictly prohibited and infringes on the intellectual property rights of others and may subject you to civil and criminal penalties, including possible monetary damages, for copyright infringement.
4. Trademarks. "ProcureLaw" and other Futurelex trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Futurelex. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
Termination.
1. Termination by Futurelex. If you fail, or Futurelex has strong grounds to believe that you have failed, to comply with any of the provisions of the Agreement, failed to provide Futurelex with accurate and complete Registration Data, failed to safeguard your Account information, or infringed or otherwise violated any third parties' rights, Futurelex, at its sole discretion, without notice to you may: (i) terminate the Agreement and/or your Account and/or (ii) preclude access to the Service (or any part thereof), without prejudice to any other rights to which it may be entitled at law (including, without limitation, the right to claim damages for breach of contract if Futurelex suffers a loss as a result of such breach) or under these Terms of Service.
2. Termination of the Service. Futurelex reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time and Futurelex will not be liable for any loss that You may suffer (including, without limitation, any indirect or consequential loss or loss of profit) that You may suffer or incur as a result. To the extent possible, Futurelex will warn you in advance of any modification, suspension or discontinuation of the Service.
General Compliance with Laws.
1. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service. You are deemed to warrant and represent to Futurelex, on each occasion that You use the Service ,that:
You will comply with all of Your obligations set forth in the Agreement in accordance with its terms;

You agree to indemnify and keep indemnified Futurelex against all loss (including, without limitation, loss or profit and all costs, claims, demands, expenses, fines, fees penalties, taxes and other liabilities of any kind whatsoever) that Futurelex may suffer or incur arising from or in connection with Your breach of the Agreement.
Enforcement of These Terms.

Futurelex reserves the right to takes steps Futurelex believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Futurelex' right to cooperate with any legal process relating to your use of the Service, and/or a third party claim that your use of the Service is unlawful and/or infringes such third party's rights). You agree that Futurelex has the right, without liability to you, to disclose any Registration Data, Panel Memberships Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Futurelex believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Futurelex' right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).
No Responsibility for Third Party Materials.

Certain content and services available via the Service may include materials from third parties including, without limitation, Corporate Users). In addition, Futurelex may provide links to certain third party websites. You acknowledge and agree that Futurelex is not responsible for examining or evaluating the content or accuracy of any such third party material or websites.

Futurelex does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you. You agree that you will not use any third party materials in a manner that would infringe or violate the rights of any other party, and that Futurelex is not in any way responsible for any such use by you.
Disclaimer of Warranties; Liability Limitations.
1. Futurelex will provide the Service with reasonable care and skill. Futurelex does not make any other promises or warranties about the Service and in particular does not warrant that:
  1. your use of the Service will be uninterrupted or error-free. You agree that from time to time Futurelex may remove the Service for indefinite periods of time, or cancel the Service at any time for technical or operational reasons and will, to the extent practicable, notify you of this;
  2. the Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion which shall be events of Force Majeure, and Futurelex disclaims any liability relating thereto. You shall be responsible for backing up your own system. Except as set out in section 17(d), in no case shall Futurelex, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any loss or damage caused by Futurelex, its employees or agents where:
    1. there is no breach of a legal duty of care owed to you by Futurelex or by any of our employees or agents;
    2. it is not a reasonably foreseeable result of any such breach;
    3. any increase in loss or damage results from breach by you of any term of this Agreement;
    4. it results from a decision by Futurelex to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Service, or to take any other action during the investigation of a suspected violation or as a result of Futurelex's conclusion that a violation of this Agreement has occurred; or
    5. it relates to loss of income, business or profits, or any loss or corruption of data in connection with your use of the Service.

Futurelex shall use reasonable efforts to protect information submitted by you in connection with the Service, but you acknowledge and agree that your submission of such information is at your sole risk, and Futurelex hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.

Nothing in this Agreement removes or limits Futurelex's liability for fraud of Futurelex, or for death or personal injury caused by its negligence.

Futurelex's maximum aggregate liability for any breach of these Terms of Service and for any other breach of duty (whether arising in the law of contract, or tort (including, without limitation, the tort of negligence) or otherwise howsoever arising) shall not exceed the aggregate of the sum paid by the Futurelex's insurers in respect of such breach plus the amount of any applicable excess. Futurelex presently carries professional indemnity insurance in the amount of "3,000,000 per claim in England and Wales.

Use of the Service.

By using the Service, you agree you are liable to Futurelex, its directors, officers, employees, affiliates, agents, contractors, and licensors for any claims arising out of your breach of this Agreement, or any action taken by Futurelex as part of its investigation of a suspected violation of this Agreement or as a result of its findings or decision that a violation of this Agreement has occurred.

Changes.

Futurelex reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be communicated to you and, if accepted, will be effective immediately and will be incorporated into this Agreement. In the event that you refuse to accept such changes, Futurelex will have the right to terminate the Agreement.

Notices.

Futurelex may send you notice with respect to the Service by sending an email message to the email address listed in your Futurelex Account contact information, by sending a letter via postal mail to the contact address listed in your Futurelex Account contact information, or by a posting a message on the ProcureLaw website. Notices shall become effective immediately.

No Partnership.

The Agreement does not and is not intended to create a partnership between Futurelex and You.

Governing Law.

The Agreement and the use of the Service is governed and enforceable by the laws of England and Wales. You agree that all disputes about the Service and your use of it shall be governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of such disputes.

Miscellaneous.

The Agreement constitutes the entire agreement between you and Futurelex and governs your use of the Service, superseding any prior agreements between you and Futurelex. You acknowledge that you have not relied on any statement or representation that is not expressly set forth in these terms in entering into the Agreement. Futurelex's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Futurelex will not be responsible for failure to fulfil any of its obligations due to causes beyond its control.

About Futurelex Limited:

Futurelex is a limited liability company incorporated in England and Wales. Our registered number is 05792730 and our registered office is at 23-24 Smithfield Street, London EC1A 9LF. Telephone number 020 7332 2572. Futurelex limited is Regulated by the Ministry of Justice in respect of regulated claims management activities; its registration is recorded on the website www.claimsregulation.gov.uk. Futurelex limited is an authorised person under the Compensation Act 2006 and complies with the Conduct of Authorised Person Rules. Its VAT registration number is 885829752.