THIS AGREEMENT is made by and between Goldsmith Williams Solicitors, located at 5 Old Churchyard, Liverpool L2 8GW and the user ("The Licensee").
1. Goldsmith Williams Solicitors has developed the Account Platform including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Web Platform Environment") to facilitate the provision of Goldsmith Williams Solicitors legal services.
2. The Licensee wishes to use the Web Platform Environment to facilitate the provision of the Goldsmith Williams Solicitors legal services.
3. Goldsmith Williams Solicitors grants to The Licensee a non-transferable license (exclusive to The Licensee for the location and timescales stated in this agreement) to use the Web Platform Environment from effective date of agreement to the official end of life date of the Web Platform Environment, subject to the term and conditions below.
4. In consideration for receiving the Web Platform Environment for use, The Licensee agrees to notify Goldsmith Williams Solicitors of all problems and ideas for enhancements which come to The Licensee's attention during the period of this Agreement, and hereby assigns to Goldsmith Williams Solicitors all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
5. The Licensee agrees that the Goldsmith Williams Solicitors Account Platform Environment is the sole property of Goldsmith Williams Solicitors. The Licensee agrees to treat the Web Platform Environment as confidential and will not without the express written authorization of Goldsmith Williams Solicitors:
5.1 Demonstrate, copy, sell or market the Web Platform Environment to any third party; or
5.2 Publish or otherwise disclose information relating to performance or quality of the Web Platform Environment to any third party; or
5.3 Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the Web Platform Environment or any portion thereof.
6. The Web Platform Environment is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of the Web Platform Environment remains with Licensee. In no event shall Goldsmith Williams Solicitors be liable for any damage whatsoever arising out of the use of or inability to use the Software Service, even if Goldsmith Williams Solicitors has been advised of the possibility of such damages.
THE WEB PLATFORM ENVIRONMENT IS PROVIDED AS IS, AND GOLDSMITH WILLIAMS SOLICITORS DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. The Web Platform Environment will be subject to the same compliance and audit scrutiny as existing Goldsmith Williams Solicitors services according to Goldsmith Williams Solicitors commitment to compliance with all relevant SRA and FCA regulations.
8. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
9. This Agreement constitutes the entire and only agreement between the parties for the Web Platform Environment and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
10. Failure of Goldsmith Williams Solicitors to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
11. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.