B.V. ("Framer") and the entity or person placing an order for or accessing the Services ("Customer"). This Agreement consists of the terms and conditions set forth below and any Order Form. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to the Services through any online provisioning, registration or order process or (b) the Effective Date of the first Order Form. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Framer may modify this Agreement from time to time as permitted in Section 13.4 (Amendment).
Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.
1.1 "Authorized Devices" means those mobile, desktop, or other devices with which the Services can be accessed and used.
1.2 "Content" means code, content, fonts, graphics, designs, documents, or materials created using the Services by Customer and its Users or imported into the Services by Customer and its Users.
1.3 "Documentation" means the technical materials made available by Framer to Customer and/or its Users in hard copy or electronic form describing the use and operation of the Services.
1.4 "Services" Framer's proprietary web-based products and services, along with downloadable desktop and mobile apps. Each Order Form will identify details of Customer's Services subscription.
1.5 "Order Form" means a document signed by both Parties identifying the Enterprise Services to be made available by Framer pursuant to this Agreement.
1.6 "Packages" or "Components" means add-on modules made available within the Services. Packages and Components may be created by Framer, Customer or other third parties. Packages and Components created by Framer are supported as part of the Services. Framer will use reasonable efforts to support Customer's use of Packages and Components created by third parties but disclaims all warranties as to such Packages and Components.
1.7 "User" means an employee, contractor or other individual associated with Customer who has been provisioned by Customer with access to the Services.
1.8 "Services" means Frame's SaaS product, web design software, tools, along with downloadable desktop and mobile apps. Each Order Form will identify details of Customer's subscription to the Services.
2.1 Services. Framer hereby grants Customer a non-exclusive, non-transferable license during the Term (as defined in Section 12) to: (a) use the Services and to download and install desktop or mobile applications as applicable on the number and type of Authorized Devices solely for Customer's internal business purposes in accordance with the Documentation, and/or (b) use our SaaS product, hosted systems, design software, tools, and build websites under the framer.app domain.. The Services are delivered electronically.
2.2 Provisioning the Services. Framer will provide to Customer the necessary passwords, security protocols, policies, network links or connections ("Access Protocols") to allow Customer and its Users to access the Services as described herein; no other access to the website or servers from which the Services are delivered is permitted. Customer will provision its Users to access and use the features and functions of the Services through the Access Protocols. Customer may select one or more Users to act as administrators and control, manage and use the Services on Customer's behalf. Customer shall be responsible for all acts and omissions of its Users.
2.3 Registering for an account. To use the Services, Users will need to register and create an account, which requires the disclosure of certain information (including their full name, password, and email address). Framer accounts will give Users access to the Services and functionality that Framer may establish and maintain from time to time and in Framer's sole discretion. Users' usernames and passwords are tied to them as a person, and cannot be shared across teams nor can anybody except the User gain access to the account by using their details. All Users must be human. Accounts registered by "bots", generic team accounts for sharing or other automated methods are not permitted.
2.4 Software Restrictions. Customer will not, and will not authorize any User to:
a) reverse look-up or trace any information of any other user or visitor or otherwise use the Services for the purpose of obtaining information of any other user or visitor;
b) transmit spam, chain letters, or other unsolicited email;
c) upload invalid data, viruses, worms, or other software agents through the Service;
d) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
e) disclose any information that Customer does not have the consent to disclose (such as confidential information of others, including their personally identifiable information);
f) use any device, software, or process to interfere with, or attempt to interfere with, the proper working of the Services or any Content, or any systems or networks connected to the Service, or with any other person's use of the Service;
g) conduct, engage in or otherwise process End User information or data to analyze individuals or groups of natural persons for unlawful or discriminatory purposes;
h) use the Services or any Content for any purpose that is unlawful or prohibited by the Agreement;
i) store or collect any personally identifiable information that is deemed sensitive or requires special protections under applicable laws. For example, Social Security numbers, passwords, and credit card information;
j) copy or duplicate the Services;
k) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services is compiled or interpreted;
l) modify the Services or the Documentation, or create any derivative work from any of the foregoing, except with the prior written consent of Framer;
m) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer's rights under Sections 2.1 and 2.2;
n) use the Services to build a similar or competitive product or service;
o) damage, interfere with or disrupt the integrity, performance or use of the Services;
p) use the Services for any purposes prohibited by law, including without limitation, the development, design, manufacture or production of nuclear missiles or chemical or biological weapons;
q) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy, or monitor any portion of the Services or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service; or
r) submit, transmit or display any Content, or use Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Framer or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval. Customer will not conceal, remove, obscure or alter (i) any proprietary notice or legend regarding Framer's proprietary rights in the Services; or (ii) trademarks or logos displayed as part of the Services. Customer will ensure that its use of the Services complies with all applicable laws, statutes, regulations or rules.
2.5 Content Restrictions. Customer agrees that any Content displayed in the Services does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights, or rights of privacy. Customer and its Users shall not display Content that:
a) is used for unlawful purposes or the promotion of illegal activities;
b) is used in a way that could be detrimental to the reputation of Framer;
c) infringes intellectual property rights of third parties, would violate laws applicable to the Content or would cause Framer to violate applicable law;
d) implies or suggests that the Content is created or endorsed by Framer or Framer's licensors;
e) probes, scans, or tests the vulnerability of any system or network or breach or circumvent any security or authentication measures, including measures that prevent or restrict use or copying of the Content or enforce limitations on the use of the Services or material accessible via the Services;
f) may create a risk of harm, loss, damage, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, to any animal or to any property;
g) may seek to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
h) may constitute or contribute to a crime or tort;
i) contains any information or content that is deemed to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable by Framer;
j) contains software or other material that violates or invades the intellectual property rights (or rights of privacy or publicity) of any third party;
k) includes any information or content to which the Customer or User has not obtained any necessary rights or permissions to use accordingly or to make available under any law or under contractual or fiduciary relationships;
l) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
m) contains any information or content that the Customer knows is not correct and current;
n) is adult in nature, such as any nudity in a sexual context, or any content with adult themes; or
o) uses the Services for any purpose other than to upload and share Content in accordance with this Agreement. Framer reserves the right, but is not obligated, to reject and/or remove any User Content that Framer believes, in its sole discretion, violates the Agreement.
2.6 Publicity. During the Term and at any point thereafter, Framer may publicly refer to Customer orally and in writing, including on Framer's website and sales presentations, as a customer of Framer and may use Customer's logo for such purposes.
2.7 Support. Unless Customer purchases additional support services, Framer shall provide Customer with the following standard support: (a) email support to Users Monday through Friday, 09:00 - 17:00 CET/CEST, Dutch holidays excluded, for problem resolution assistance; (b) commercially reasonable efforts to correct errors in the Services reported to Framer in writing; and (c) at the sole discretion of Framer, the provision of updates, upgrades, enhancements, and any other improvements that Framer makes generally available to subscribers of the Services.
3.1 No IP Rights Transfer. Other than the licenses described herein, no intellectual property rights are transferred by either Party to the other pursuant to this Agreement. 3.2 What Framer Owns. Except for Content, Framer shall own all rights, including, but not limited to, all copyright rights in the Services, including any content or trademarks text, graphics, user and visual interfaces, photographs, logos, sounds, music, artwork, applications, computer code and associated documentation, including but not limited to the design, structure, arrangement, and "look and feel" of such content, and content that is owned by or licensed to Framer and Framer's licensors and is protected by copyright, trademark, and other intellectual property rights and lawsbut specifically excluding rights in Packages and Components. Except for the rights expressly granted herein, Customer acquires no rights, title or interest in the Services. 3.3 What Customer Owns. As between the Parties, Customer shall own all rights in and Framer disclaims any rights in Customer's Content. 3.4 Packages and Components. Packages and Components are owned by the persons or entities who create them. 3.5 Templates. Framer posts a list of templates created by Framer or users of the Service. Templates may be created by Framer, Customer, or other third parties. Templates are owned by the persons or entities who create them. Templates created by Framer are supported as part of the Services. Framer will use reasonable efforts to support Customer's use of Templates created by third parties but disclaims all warranties as to such Templates. It is the responsibility of the Template creator to offer technical support. Such creator assumes all responsibility and liability in connection with the use of the template.
4.1 Customer's Content. Customer and its Users may upload and share Content via the Services including but not limited to website templates created and contributed by the Customer and its Users, blog or forum posts, images, and photos. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as "Content". After the Content is successfully uploaded, a link is made available allowing Users to share the Content. Customer retains ownership of the Content. Framer has no obligation to store, maintain, or provide Customer with a copy of the Content. Customer alone is responsible for any of the Content that may be lost or unrecoverable through the Customer's use of the Services. Customer is encouraged to archive its Content regularly and frequently. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Customer owns all of the Content posted or published through the Services.
4.2 Framer is not responsible or liable for the Content or the consequences of uploading the Content or for sharing the Content. Framer does not endorse the Content or any advice, suggestion, or opinion expressed in the Content.
4.3 Although Framer has no obligation to monitor Content, Framer may do so and may remove Content and/or prohibit any use of the Services it believes may be (or alleged to be) in violation of the license and use rights set out in Section 2 of this Agreement.
4.4 License to Display Content. Customer grants: (a) Framer a worldwide, non-exclusive, royalty-free, transferable license with a right to sub-license to use, reproduce, distribute, display and perform the Content to the extent required for the provision of the Services; and (b) individuals with whom Content is shared via the Services a personal, non-exclusive, royalty-free license to access the Content and to use the Content in accordance with the terms of this Agreement. The foregoing license terminates automatically when Content is removed from the Services. Customer understands and agrees that part of the Services is a public platform and other users may search for, see, use, and/or re-post any Content that Customer makes publicly available through the Service.
4.5 Feedback. Customer may choose to or Framer may invite Customer to submit feedback about the Service, including without limitation about how to improve the Services or our products ("Feedback"). By submitting any Feedback, Customer agrees that disclosure is without restriction and will not place Framer under any fiduciary or other obligation. Framer is free to use the Feedback without any additional compensation to Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.
Any natural persons accessing or using Customer's websites, pages, or content created by Customer on the Services are Customer's "End Users." Framer does not have a direct relationship with End Users, therefore Framer is not responsible for how Customer handles End User information.
a) Applicable laws. Customer may have additional obligations under local law other than those described in this Agreement. Use of the Services does not ensure compliance with such laws, nor is Framer responsible for Customer's compliance with such laws. To the extent Framer has any obligations to assist Customer with handling End User information, such obligations are enumerated within a Data Processing Agreement executed between Framer and Customer.
b) Security towards End Users. Customer will use all reasonable efforts to protect information collected from End Users via the use of the Services, including any personal data obtained from unauthorized access or use. In the event Customer discovers that the End User information collected by Customer has been breached, compromised, or inadvertently exposed to non-authorized third parties, Customer shall notify Framer of such a breach or exposure within 72 hours including the root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future.
c) Security Notification. Customer is responsible for providing notification to its End Users, third parties, or authorities under the applicable breach notification statutes and any other applicable data protection laws. Customer acknowledges that Customer is solely responsible for any personal injury or property damage arising from or relating to Customer's use of any Services.
d) Privacy. Customer acknowledges and agrees that Customer is solely responsible for providing any required notices and obtaining all required consents from End Users in connection with any use of the Services. Customer's notice and consent must be compliant with all applicable data protection and security laws and regulations. Without limiting the foregoing, before collecting or using any End User information, Customer must provide adequate notice of the End User information Customer collects, how it will be used and/or shared, and obtain any necessary consents required under the applicable data protection laws and regulations. Customer agrees to comply with all data protection laws and regulations (including those applying to personal information) in connection with Customer's access and use of the Services.
e) Notice. Customer will provide and adhere to a privacy policy for Customer's use of the Services that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all End Users, and (iii) clearly and accurately describes to End Users what information Customer collects (such as login information, contact form data, cookies, etc.) and how Customer uses and shares such information (including for marketing and advertising) with Framer and other third parties.
f) Privacy rights. Customer will respond to any End Users wishing to exercise their privacy rights, under the applicable law, as it relates to any information collected via Customer's use of the Services. For example, if End Users located in certain jurisdictions may exercise a "right to be forgotten" (or "erasure") to the information Customer has collected about them, Customer shall comply with their request as required by applicable law. For clarity, Customer is directly responsible (or, the "data controller") for the information processed by Customer's use of the Services, including any information processed via third-party applications available on the Services. Framer is not a data controller to such information and is not responsible for responding to End Users on Customer's behalf. To the extent Framer receives a request from an End User or authority about Customer's use of the Services, Framer will notify Customer as permitted by law.
6.1 Framer will use procedural, technical, and administrative safeguards designed to ensure the confidentiality, security, integrity, availability, and privacy of Content and other Customer Confidential Information stored in the Services. Framer regularly monitors compliance with these measures. Customer is responsible for reviewing the information made available by Framer relating to data security and making an independent determination as to whether the Services meets Customer's requirements and legal obligations. Customer acknowledges that Framer's security measures are subject to technical progress and development and that Framer may update or modify such measures from time to time provided that such updates and modifications do not result in a material decrease of the overall security of the Services during a subscription term.