SOFTWARE LICENSE AGREEMENT

SOFTWARE LICENSE AGREEMENT

SMART WILL APP
C. J. Fisher & Co Ltd

This Software License Agreement (“Agreement”) is entered into as of the Effective Date by and between: C. J. Fisher & Co Ltd
• a company registered in England and Wales (Company No. 11749223, with its registered office at
10/12 Upper Dicconson Street, Greater Manchester, WN1 2AD ICO Registration no; ZA501562 (“Licensor”), and
• The Licensee, being the individual or entity purchasing a subscription to the Smart Will App (“Licensee”).

BY SUBSCRIBING TO THE SMART WILL APP, THE LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT.

1. Definitions

1.1 Software – The Smart Will App, including all related services, features, updates, and documentation provided by C. J. Fisher & Co Ltd
1.2 License – The right to access and use the Software in accordance with this Agreement.
1.3 Fees – The subscription payment of £499 per month, payable in advance.
1.4 Effective Date – The date the Licensee subscribes to the Software.
1.5 Term – The 12-month contract period starting from the Effective Date.
1.6 Minimum Commitment Period – A minimum usage period of three (3) months before cancellation is permitted.

2. License Grant

2.1 Subject to payment of the Fees, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable license to use the Software for the Term.
2.2 The Licensee may not sublicense, distribute, or modify the Software unless expressly permitted by the Licensor.

3. Fair Usage Policy

3.1 The Licensee agrees to use the Software only for legitimate business purposes and within reasonable usage limits set by the Licensor.
3.2 Excessive use that places undue strain on system resources, bandwidth, or support services may result in usage restrictions or additional charges.
3.3 The Licensor reserves the right to suspend or terminate access if the Licensee engages in abuse, excessive usage, or any activity that disrupts service for other users.

4. Term & Termination

4.1 The Agreement is for a 12-month fixed term from the Effective Date.
4.2 The Licensee may cancel the subscription after the Minimum Commitment Period (3 months) by providing at least 90 days’ written notice.
4.3 The Licensor may terminate this Agreement immediately if:
• The Licensee fails to pay Fees,
• The Licensee breaches any terms of this Agreement,
• The Licensee engages in misuse or reselling of the Software, or
• The Licensor ceases to provide the Software.
4.4 No refunds will be provided for any unused portion of the Term.

5. Fees & Payment

5.1 The Licensee agrees to pay £499 per month, payable in advance via direct debit or card payment.
5.2 Payments are due on the same date each month.
5.3 The Licensor reserves the right to suspend access to the Software if payment is not received within 7 days of the due date.

6. Licensee Obligations

6.1 The Licensee must:
• Use the Software in compliance with all applicable laws,
• Keep login credentials secure and confidential,
• Ensure the Software is not used for unlawful or fraudulent purposes, and
• Comply with the Fair Usage Policy in Clause 3.

7. Resale & Unauthorised Distribution

7.1 The Licensee may not resell, rent, lease, distribute, or sublicense the Software without the express written permission of the Licensor.
7.2 The Licensee may not develop competing software using any insights, data, or confidential information obtained from the Software.
7.3 Any unauthorised resale or misuse of the Software will result in immediate termination of the License without refund, and potential legal action.

8. Intellectual Property

8.1 The Software and all associated intellectual property rights remain the exclusive property of the Licensor.
8.2 The Licensee is granted no ownership rights in the Software.
8.3 The Licensee must not reverse-engineer, decompile, or attempt to replicate any part of the Software.

9. Limitation of Liability

9.1 The Software is provided “as is,” without warranties of any kind.
9.2 The Licensor is not liable for any indirect, consequential, or incidental damages arising from the use of the Software.
9.3 The Licensor’s total liability shall not exceed the total Fees paid by the Licensee in the last 12 months.

10. Data Protection & Confidentiality

10.1 Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.
10.2 The Licensor may process personal data of the Licensee for contract performance and service improvement.
10.3 The Licensee agrees to keep all confidential information received through the Software strictly private.

11. Governing Law & Dispute Resolution

11.1 This Agreement is governed by the laws of England and Wales.
11.2 Any disputes shall be resolved through negotiation. If unresolved, disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior communications.
12.2 Amendments to this Agreement must be in writing and agreed upon by both parties.
12.3 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

ACCEPTANCE OF TERMS

By subscribing to the Smart Will App, the Licensee acknowledges and agrees to the terms set out in this Agreement.