Welcome to the Full Picture Service (including the hosting element referred to as simply, the "Service"). Your use of the Service is subject to the Terms and this page records the terms of our agreement between You and Zolv.com Ltd ("Zolv"), for use of the Full Picture service. "You" refers to the legal entity which is using the services: if you are an individual then this is just you personally; if you are entering into this agreement on behalf of a business entity then "You" refers to that entity. If You are accessing the Service on behalf of Your employer (or your business if you are self-employed), you represent and warrant that You have the authority to agree to these Terms on its behalf. By using the Service, You signify Your irrevocable acceptance of this Agreement.
Zolv can be contacted by post at 11 York Place, Leeds, LS1 2DS or by email to email@example.com
Agreement Number: WEBTRIAL
Commencement Date: This is the date your personalised URL and sign in details are sent to the email address provided on registration
Special terms: All material, data, images, branding or information entered during the trial will be deleted at the end of the trial, unless You enter into a paid for service agreement, in which case they will be retained.
Initial Term: 30 days
Zolv agrees to supply the Services detailed below in accordance with the service specification, subject to clause 2.2 of the Full Picture Terms and Conditions.
The Charges associated with the agreed services are set out below.
|Licence||No. of Licences||No. of User Accounts||Initial Term||Total Cost|
|Full Picture Software as a Service||1||1||30 days||£0|
1.1 Starting at the Commencement Date and continuing until this agreement terminates (see Clause 6 below), Zolv hereby grants to You: a personal, non-exclusive, non-transferable, licence (without the right to sublicense) to:
1.2 In no event shall You:
1.3 You acknowledge and agree that applicable export and import laws may govern use of the Full Picture Software and the Services and You will neither export or re-export, directly or indirectly, the Full Picture Software or the Services, nor any direct product thereof in violation of such laws, or use the Full Picture Software or the Services for any purpose prohibited by such laws.
1.4 You are prohibited from removing or altering any of the intellectual property rights notice(s) embedded in the Full Picture Software or that Zolv otherwise provides with the Full Picture Software and/or the Services. You must reproduce the unaltered intellectual property rights notice(s) in any full or partial copies that You make of the User Materials.
1.5 You have no licence to access or use, or any other rights in or to, the source code for the Full Picture Software.
2.1 On and from the Commencement Date (and subject to You paying the Charges), Zolv shall provide the Services as set out in the Introduction. Zolv is under no obligation to perform any services other than these.
2.2 You acknowledge that, as the Full Picture Software is provided to all Zolv's customers, the functionality of the Full Picture Software and the User Materials may change from time to time, as set out on the Full Picture website which will result in an equivalent level of service (or better).
2.3 You are responsible for maintaining your own user accounts and passwords which can be managed through the Full Picture Software. You are responsible for maintaining the confidentiality of your accounts and passwords and for all uses of Your account, whether or not authorised by You. You agree to immediately notify Zolv of any unauthorised use of Your account of which You become aware.
2.4 You will connect to the Hosting Services using the Internet. Zolv will be responsible for providing the URL to enable You to access the Services and for the running of the software application at the data centre. You are responsible for providing your own ISP connection to the Internet. Zolv will use its reasonable endeavours to relay the benefit of its Microsoft Azure hosting service to You and work so that you receive this service in accordance with Microsoft's Azure terms, subject to You complying with Your responsibilities under Microsoft Azure's terms.
2.5 Zolv shall have no obligation to provide Services to correct a problem caused by your negligence, your equipment malfunction or other causes beyond the control of Zolv. Further, Zolv shall have no obligation to provide Services if You fail to pay the applicable Charges or are otherwise in breach of this Agreement.
3.1 You will comply with all laws applicable to the use of the Services and the Full Picture Software.
3.2 You undertake to prevent the use of, and not to let any other person use the Full Picture Software to store, reproduce, transmit, communicate or receive any Offending Material.
3.3 Zolv may (but is not obliged to) monitor and inspect Your use of the Full Picture Software at any time. If Zolv finds or is aware or believes that You are in breach of clause 3.2, Zolv may, in consultation with You (but is not obliged to):
3.4 Zolv is not responsible, and You acknowledge and accept that Zolv is not responsible, for any material, data, images or information transmitted, used, communicated, passed over or received, through or on the Services. In particular, Zolv does not warrant the quality or accuracy of such material, data, images or information and is not liable if they contain any Offending Material.
3.5 Your use of such material, data or information is solely at Your own risk and is subject to all applicable laws, regulations, codes of practice and acceptable use policies.
3.6 You agree to reimburse Zolv for any and all losses, damages, costs and expenses incurred by Zolv in relation to any claims, demands or actions (in each case whether threatened or actual) made or brought against Zolv by any third party concerning any Offending Material used by You (including Your Users or any other You related users) with the Full Picture Software.
3.7 Zolv shall have the right to have access to Your use of the Full Picture Software to make checks from time to time as it considers reasonably necessary for the purposes of monitoring compliance with this clause 3.
4.1 You acknowledge that all rights, interest and legal and beneficial title in and to all Intellectual Property Rights created, developed, subsisting or used in or in connection with the Full Picture Software and Services will be the absolute property of and will vest and remain vested in Zolv (or the relevant third party licensors) and You shall have no right in or to such Intellectual Property Rights. This shall include (to avoid doubt) copyright in the structure, sequence and organisation, the graphical user interface or any other significant original Zolv content making up the Full Picture Software.
5.1 Charges and payment dates are set out above in the Introduction.
5.2 All Charges shall be paid (without any set-off) as set out in the Introduction on either a monthly or annual basis. All Charges are payable in advance of the period to which they relate (i.e. the relevant month or year).
5.3 Any Charges Zolv quotes are exclusive of Value Added Tax or any similar tax. You will pay such tax in addition where it is chargeable.
5.4 If any sum payable to Zolv under this Agreement (or any part of it) is not paid by the due date, Zolv may, without prejudice to any other right or remedy: (a) suspend the provision of the Full Picture Software and/or Services; and/or (b) terminate this Agreement immediately.
5.5 Charges for any Renewal Term shall be Zolv's standard charges for the Full Picture Software and Services in force at the commencement date of the Renewal Term.
6.1 This Agreement shall commence on the Commencement Date and (unless terminated earlier in accordance with the provisions of this Agreement) shall continue for the Initial Term.
6.2 You or Zolv may terminate this Agreement with effect from the expiry of the Initial Term or any Renewal Term by serving written notice to the other party not later than one (1) month prior to such expiry.
6.3 Unless notice of termination is served in accordance with clause 6.2 (or this Agreement is otherwise terminated in accordance with its provisions), the term of this Agreement shall be automatically extended for a further period, which shall be of equivalent length to the Initial Term (the "Renewal Term") The Charges relating to the Renewal Term shall be increased in accordance with clause 5.5.
6.4 Zolv may terminate this Agreement immediately at any time if Zolv genuinely suspects that You have materially breached Clause 3 (Use of the Full Picture Software) or the use (or misuse) of the Full Picture Software is such that the ability to provide service to other users is impaired in any way whatsoever.
6.5 Upon the expiry or termination of this Agreement for any reason the licence granted to You to use the relevant parts of the Full Picture Software will immediately cease.
6.6 You agree that upon the termination of this Agreement (except for breach of the Agreement by Zolv) any Charges or other agreed charges that You have paid in advance will not be refunded to You.
6.7 Any termination of this Agreement shall
7.1 Subject to clause 7.3, the total liability of Zolv under this Agreement (whatever the basis for the cause of action including, without limitation, under negligence) will not exceed the Charges that You have actually paid to Zolv under this Agreement in the 12 months leading up to any claim being made.
7.2 Subject to clause 7.3, in no event shall Zolv be liable for:
7.3 Nothing in this Agreement shall limit or exclude either party's liability for any liability the exclusion or limitation of which is not permitted by English law.
8.1 Neither party shall disclose the other's Confidential Information to any third party, or make any use of the other party's Confidential Information, except as permitted by, and for the purposes of, this Agreement. For the avoidance of doubt, the commercially sensitive details of this Agreement shall be deemed to be Confidential Information.
8.2 Notwithstanding Clause 8.1, Zolv reserves the right to state in its marketing material that You are a business who has used/uses the Services (including the right to apply your name and logo to its customer list).
8.3 The restrictions in clause 8.1 shall not apply to any Confidential Information of a party which is publicly available or becomes publicly available without breach by the other party or which is required to be disclosed by law.
9.1 It is acknowledged that data loaded by You in Your use of the Services (within certain free text areas of the Full Picture Software) may include "personal data" under the terms of the Data Protection Act 1998 and that You shall be a "data controller" in respect of such data.
9.2 Zolv will have no right to edit or modify content loaded by You except where Zolv is providing Services under this Agreement requiring this. In view of this the Parties agree Zolv is not acting as data processor
9.3 You undertake that you will:
10.1 Except with respect to the payment of Charges hereunder, neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control.
10.2 The Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes all prior oral and written communications between the parties about its subject matter. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement.
10.3 All notices required to be given under this Agreement will be in writing and will be sent to the relevant Representative recipient at the address or electronic mail address set out on in the Introduction or to such other address as the relevant Representative recipient may designate by notice given in accordance with this clause 10.3. Any such notice may be delivered by first class pre-paid letter or electronic mail and will be deemed to have been received:
10.4 You may not assign or transfer any of Your rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of Zolv. For purposes of this Agreement, assignment shall include use of the Services for the benefit of any third party to a merger, acquisition and/or other consolidation by, with, or of You, including any new or surviving entity that results from such merger, acquisition and/or other consolidation.
10.5 If any part, term, provision or clause of this Agreement proves to be invalid or unenforceable, the validity or enforceability of the remaining parts, terms, provisions and clauses will not be affected. The parties' rights and obligations will be construed as if this Agreement did not contain the particular invalid or unenforceable part, term, provision or clause. No delay or failure by Zolv to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them.
10.6 The Agreement and all matters relating to or in connection with it shall be governed by and shall be construed in accordance with the laws of England. You agree to submit to the exclusive jurisdiction of the English Courts to hear any dispute or difference including, without limitation, non-contractual disputes and differences.
Unless the context requires otherwise, the following words in this Agreement shall have the following meanings:
"Charges" means the charges as set out in the Introduction of this Agreement;
"Commencement Date" means the date specified as on the Introduction;
"Concurrent Logins" means the total number of User Accounts, as specified on the Introduction that can be logged into the Services at any point in time.
"Confidential Information" means information of a party to this Agreement that is identified as or would be reasonably understood to be confidential and/or proprietary;
"Hosting Services" means the Software-related application hosting services that Zolv provides You under this Agreement as described in the Introduction;
"Initial Term" means the initial term set out in the Introduction of this Agreement;
"Intellectual Property Rights" means any and all intellectual property rights, including, without limitation, patents, inventions, know how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights (whether or not capable of registration), and all registrations or applications to register any of the aforesaid items, together with the right to apply for registration of and/or register such rights any and all goodwill relating or attached thereto and all extensions and renewals thereof, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off;
"Offending Material" means any material, data, images or information which is: in breach of any law, regulation, code of practice or acceptable use policy; or false, inaccurate, abusive, indecent, defamatory, obscene or menacing or otherwise offensive; or in breach of any Intellectual Property Rights, privacy or any other right of any third party;
"Previous Term" means the term of this Agreement immediately before the Renewal Term in question;
"Renewal Term" has the meaning given in clause 6.3;
"Representatives" shall mean the persons identified on the free trial registration form on www.getthefullpicture.com
"Services" means the services agreed to be provided as per the Introduction (including Hosting Services);
"Full Picture Software" means the 'Full Picture‘ 'software as a service' software accessed by Users under this Agreement
"Term" means the Initial Term and any Renewal Term, where applicable in accordance with Clause 6;
"Us" means both the Customer (You) and Zolv.
"Users" means Your employees, staff or third party consultants engaged by You who have a need to access the Full Picture Software in relation to their employment or engagement;
"User Account" means an individual authorised to use the Services identified through a unique username and password;
"User Materials" means the user manual or such other documentation supplied by Zolv to You for the use of the Zolv Full Picture Software and the Services and Full Picture Software;
"We" means both the Customer (You) and Zolv.
"You" means the Customer.
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