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Secure & Confidential

TERMS OF SERVICE - CORPORATE USERS WISHING TO INSTRUCT LAW FIRMS

This is a legal agreement between you and Futurelex Media Limited ("Futurelex") stating the terms that govern your use of the Procure Law Service (the "Service") described below. This agreement - together with all updates, additional terms and all rules and policies referred to in this agreement - collectively constitute the "Agreement" between you and Futurelex. If you do not agree to these terms do not use the Service. 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 non-compliance with any part of this Agreement, without prejudice to any other rights that Futurelex may have.

Definition of the Service.
Futurelex is the provider of a service that permits you, a company, body corporate, authority, body or other organisation which wishes to obtain legal advice or other legal services ("You" or the "User")) to seek tenders from law firms who are members of the Service ("Law Firms") to provide legal advice and other legal services under certain terms and conditions as set forth in this Agreement in accordance with the "How To Use the Service" 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. Futurelex also provides a panel service to participating Users, enabling them to add details of the law firms User onto the ProcureLaw site and to use the Service to instruct them via the ProcureLaw website.
Use and limitations on use of the Service.
1. User Requirements. This Service is available for individuals who have responsibility for instructing law firms and who are officers, employees or agents of the User, identified in the Registration Data, described below . The User should act in good faith in using the Service for the purpose only of instructing one or more Law Firms to provide legal advice or other legal services to the User. It is a breach of these terms for a User to use the Service without the intention of instructing a Law Firm to provide such services to the User.
2. The User should consider carefully whether the nature of the legal advice or other legal services that it wishes to obtain from Law Firms by seeking tenders via the ProcureLaw website are appropriate for procurement by those means. The Service may not be appropriate, for example, for procuring litigation advice where the User has deadlines, failure to meet which may result if loss or other liability to the User. It may not be appropriate to disclose legally privileged information on the website or it by using the Service: although Futurelex uses all reasonable efforts to ensure the security of the Service, it does not guarantee that the security and confidentiality of information and data that is disclosed by using the Service. It is the User's sole responsibility for ensuring that the nature of the services that it seeks to procure via the ProcureLaw website are most appropriately obtained by those means. Futurelex shall not be responsible for inappropriate use of the Service.
3. The Service may not be used for:
  - Securing advice or legal services relating to claims arising as a result of personal injury or death in England and Wales where the proceedings occur in England and Wales and the Law Firm obtains or solicits or obtains contingency fees in respect of such claims
  - The referral of matters in respect of criminal proceedings, unless permitted by the professional rules of conduct to which you and the Law Firm are subject
  - The referral of matters in respect of which the Law Firms fees will be paid for out of public funds, unless permitted by the professional rules of conduct to which you and the Law Firm are subject
Responsibility for choice of Law Firms and opinions and for advice provided by them and the ProcureLaw website.
You understand that by using the Service, you may be offered opinions or advice by Law Firms in response to requests that You make for information or advice as part of the tendering process. This information and advice is the sole responsibility of the Law Firms and Polyvview accepts no responsibility for any information and advice that may be provided by Law Firms to You. 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 although Futurelex seeks law firms who are regarded as reputable to be Law Firms, such reputations are based on information that has been shared with Futurelex's officers and employees, on surveys and directories that are published about law firms which may not be accurate or out of date. You agree that it is your sole responsibility and not that of Futurelex for ensuring that any Law Firm whom You select to provide legal advice or legal services to You has relevant expertise to provide those services to You.
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.
This Agreement applies to any use of the Service. Your purchase of any legal services or advice made through the Service is subject to any agreements or other terms and conditions agreed between a Law Firm and the User for such services or advice. It is the responsibility of the User to review and agree the terms of any such agreements with the Law Firms.
Privacy and Confidentiality.
1. Futurelex's Privacy Policy. 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 Users to:
  - Provide you with recommendations regarding the use of the ProcureLaw website.
  - Provide recommendations to other users.
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 Law Firms selected by you to tender for the provision of Service s to you, that 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 ("Registration Data"). 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 you provide.
User Account and Security.
1. Account and Password. 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.
Content
1. The ProcureLaw website and the Service may contain generic advice or information about legal matters, written by Law Firms or others for Futurelex. You acknowledge that the views expressed are those of the author and not necessarily those of Futurelex. You agree that Futurelex shall not be liable for any such advice or information and that you will assess the appropriateness and accuracy of the legal advice or information before relying on it, taking such advice from suitably qualified legal advisers before you rely on it.
2. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that your possible participation in any such activities and any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant Futurelex a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you.
3. Futurelex reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
4. Futurelex is not responsible for typographic errors.
5. Futurelex is not responsible for any corruption of data or other content posted on the ProcureLaw website.
Territory. The Service is currently available only in the United Kingdom and is not available in any other location. You agree not to use or attempt to use the Service from outside of the available territory, and that Futurelex may use technologies to verify your compliance.
Agreement to Pay and provision to Futurelex of Feedback.
1. Payment for use of the Service. The Service is provided to Users on payment of an annual license fee.
2. Payment to Law Firms. You agree to pay Law Firms whom you instruct to provide legal advice or other legal services to You via the Service in accordance with fee arrangements made between You and the Law Firms concerned. You acknowledge and agree that You will promptly provide to Futurelex if Futurelex requires You to do so, details of all fees charged by Law Firms for such services provided as a result of use of the Service, together with details of the Services provided.
3. Futurelex's charges for the Service. You acknowledge and agree that Futurelex may charge Law Firms for use of the Service. You agree that Futurelex that these Terms of Service constitutes notice to you that:
  - Futurelex will or may charge an annual or periodic membership fee to Law Firms to use the Service
  - Futurelex may charge a fee calculated by reference to the value received by the Law Firms from using the Service
4. You agree promptly to provide to Futurelex in such form and detail as Futurelex may reasonably require, your views on tenders submitted by Law Firms in response to requests for tenders made by You and the performance of the Law Firms and individuals within them in providing legal services to You. You agree that Futurelex may share this information with the Law Firms who submitted the tenders and who provided the work (as the case may be).
5. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make purchases from Law Firms electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions that you enter into on this site, including notices of cancellation, policies, contracts and applications.
6. 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 this Agreement, failed to provide Futurelex with valid feedback or 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 this 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. Futurelex agrees to comply with the rules governing referrals by and to solicitors practising in England and Wales and the rules on marketing and publicity set forth in the Code of Conduct published by the Solicitors Regulation Authority as amended from time to time. The Code is available at www. http://www.sra.org.uk/solicitors/code-of-conduct.page
2. 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, by using the Service ,that your use complies with all such local, state, federal and national laws, statutes, ordinances and regulations that apply to your use of the Service. You agree to indemnify and keep indemnified Futurelex against all loss (including, without limitation, indirect and consequential losses and loss of profit), cost, expense, claim, demand, expense and other liability whatsoever that Futurelex may suffer or incur as a result of or in connection with your use of the Service howsoever arising.
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 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. In addition, Futurelex may provide links to certain third party Web sites. You acknowledge and agree that Futurelex is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. Futurelex does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites 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:
  3. there is no breach of a legal duty of care owed to you by Futurelex or by any of our employees or agents;
  4. it is not a reasonably foreseeable result of any such breach;
  5. any increase in loss or damage results from breach by you of any term of this Agreement;
  6. 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' conclusion that a violation of this Agreement has occurred; or
  7. it relates to loss of income, business or profits, or any loss or corruption of data in connection with your use of the Service.
2. Futurelex shall use reasonable efforts to protect information submitted by you in connection with the Services, 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.
3. Nothing in this Agreement removes or limits Futurelex' liability for fraud of Futurelex, or for death or personal injury caused by its negligence.
4. 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 Â£[ ] per claim in England and Wales.
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 wesbite. Notices shall become effective immediately.
No Partnership. The Agreement does not and is not intended to create a partnership between Futurelex and The User.
Governing Law. This Agreement and the use of the Service is governed 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. This 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 this agreement. You acknowledge that you may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software. 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 Media 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 0207 332 2572. Futurelex is regulated by Ministry of Justice [the Solicitors Regulation Authority in England and Wales]. [Futurelex is subject to the referral code contained in the Solicitors Regulation Authority's Code of Conduct which may be found at http://www.sra.org.uk/solicitors/code-of-conduct.page] Its VAT registration number is 885829752