Terms & Conditions
Last edited on
Sep 8, 2022
This Spectral Terms of Service (“Agreement”) is entered into by and between Studio Spectral, SL (“Spectral”) 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 Framer’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. License and Use Rights
2.1 Services. Spectral 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. Ownership Rights
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 Spectral 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 Spectral 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.
5. Customer’s Obligations to End Users
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.
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 Spectral 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.
7.1 Confidential Information. Subject to the limitations set forth in Section 6.2, all information disclosed by one party to the other party during the term of this Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic, electronic, or other form, shall be deemed to be “Confidential Information”. The existence and terms of this Agreement are Confidential Information of both parties.
7.2 Exceptions. Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (a) is publicly available or in the public domain at the time of disclosure through no fault of the receiving Party; (b) rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (c) already in the receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (d) independently developed by the receiving Party without any use of or by persons who have access to the disclosing Party’s Confidential Information; or (e) is approved in writing for release or disclosure by the disclosing Party without restriction.
7.3 Nondisclosure. During the Term of this Agreement, either Party may disclose Confidential Information to the other Party. Each Party agrees that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party further agrees: (a) to use Confidential Information disclosed by the disclosing Party only for the purposes described herein; and (b) that the receiving Party will not reproduce Confidential Information disclosed by the disclosing Party, except as necessary to carry out the receiving Party's obligations and exercise its rights under this Agreement, and will hold in confidence and protect such disclosing Party's Confidential Information from dissemination to, and use by, any third party.
7.4 Legally Required Disclosure. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or legal requirement, provided that the receiving Party shall first have given notice to the disclosing Party (to the extent permitted) and shall have provided assistance to the disclosing Party as may be reasonably requested to limit such disclosure.
8. Fees and Payment
8.1 Payment Terms. Customer will pay to Specral, without offset or deduction, all fees due under this Agreement. All payments will be in U.S. dollars. Unless otherwise specified, all fees shall be due 30 days from the date of Framer’s invoice and all fees are non-cancelable and non-refundable. All amounts will exclude all applicable sales, use, and other taxes.
8.2 Merchant of Record. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.
8.3 Pricing. The Services are offered under different pricing plans, the limits and features of which are available on Framer's pricing page. There is a free subscription to the Services and there are paid self-service subscription plans (“Self-Service Subscriptions”). For an Enterprise license, Customer may contact Framer separately.
8.4 Authorization of Recurring Payments. All pricing plans involve recurring fees (each, along with any applicable taxes and other charges). Customers on a monthly payment plan will be charged for additional editors at the next monthly renewal date. Customers on an annual plan will be charged for additional editors monthly. This is separate from their annual billing. Additional editors added to Customer’s team will not include a discount. The discounted editor rate is only available when pre-purchasing extra editors. Read more about additional editor charges here. The self-service subscriptions and any additional Services added to your self-service subscription will automatically-renew for the same term as the initial term.
Unless otherwise agreed in the applicable Order Form, Enterprise Customers will be notified in writing if they exceed their purchased inclusions. Overuse will be billed pro rata through the end of the subscription term. An invoice or payment link will be sent to the Enterprise Customer upon notification.
Framer’s fees are subject to change, although Framer will notify Customer before any change. Customer hereby acknowledges that the Services have recurring payment features and Customer accepts responsibility for all recurring payment obligations. Framer (or Paddle) will automatically charge Customer in accordance with the term of their subscription (e.g., each month, quarter, or year).
8.5 Fair Use. Customer’s subscription offering will be specified on the applicable Order Form or Framer’s pricing page. Customer can purchase additional usage and data at the specified rate on the pricing page or in the Order Form. Framer will use commercially reasonable efforts to provide Customer with sufficient bandwidth, builds, and serverless function that Framer determines are typical of projects at Customer’s plan level. Framer will notify Customer if their usage is unreasonable, and may shut down and terminate projects and accounts that are creating an unreasonable burden on Framer's infrastructure and/or business operations.
9. Warranties and Disclaimers
9.1 Authority. Each of Spectral and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound, and (d) it is a legal entity in good standing in the jurisdiction of its formation.
9.2 Rights to Content. Customer warrants that it has and will continue to have during the Term all necessary licenses, rights, consents, and permissions which are required to enable Framer to use the Content as required to provide the Services.
9.3 Disclaimer. The Services are intended for hosting, design and prototyping of web and app pages. To the maximum extent permitted by applicable law, the Services, Packages, Components, Templates, content and related services are provided “as is,” and Framer disclaims any and all other representations and warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for production or any other purposes, non-infringement, system integration and/or data accuracy. Framer does not warrant that the Services or any other services provided by Framer will meet customer’s requirements or operate uninterrupted or error-free. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Framer is not responsible for any delays, delivery failures, or other damage resulting from such problems.Neither Framer nor its third-party providers shall have any liability for customer’s use of content, Packages, Components, Templates, or other materials or information made available through or developed using the Services. Framer shall have no responsibility for determining that customer’s proposed use of the Services complies with applicable laws in customer’s jurisdiction(s).
10. Limitations of Liability
10.1 Except for claims arising from customer’s misappropriation of Framer’s intellectual property rights in the Services: (a) in no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data, or liabilities to third parties arising from any source, even if such party has been advised of the possibility of damages; and (b) the cumulative liability of Framer to Customer for all claims arising from this agreement, including, without limitation, any cause of action sounding in contract, tort, or strict liability, will not exceed the fees paid to Framer by Customer during the twelve month period prior to the event giving rise to any claim. The foregoing shall not limit Customer’s payment obligations. These limitations upon damages and claims are intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.
10.2 Basis. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability in this Agreement form an essential basis of the Parties’ agreement and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.
11.1 By Spectral. Spectral will defend at its expense any suit brought against Customer by a third party, and will pay any settlement Framer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services (excluding Packages, Components, Templates, and Content) misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any copyright or trademark issued as of the Effective Date. Notwithstanding the foregoing, Framer shall have no obligation under this section or otherwise with respect to any infringement claim based upon (a) any use of the Services not in accordance with this Agreement; (b) any use of the Services in combination with other products, equipment, software or data not supplied by Framer; (c) any modification of the Services by any person other than Framer or its authorized agents; or (d) Content, Packages, Components, or Templates created by Customer or other third parties. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or is believed by Framer to be infringing, Framer may, at its option and expense: (x) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for Customer a license to continue using the Services, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Services. This section states Framer’s entire obligation and liability with respect to any claim of infringement.
11.2 By Customer. Customer will defend, indemnify, and hold Framer harmless from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages to the extent resulting from Customer’s breach or alleged breach of its obligations, representations and warranties under this Agreement, or third party claims that Content,Packages, Templates, or Components created by or on behalf of Customer infringe the intellectual property rights of any third party.
11.3 Process. The foregoing indemnification obligations are subject to the following: (a) the indemnified Party will promptly notify the indemnifying Party of any claim for which indemnification is sought; (b) the indemnifying Party will have control of the defense or settlement; and (c) the indemnified Party will reasonably cooperate with the defense, at the indemnifying Party's expense.
12. Term and Termination
12.1 Term. Unless otherwise specified in a Order Form, the Term of this Agreement will commence on the Effective Date and will automatically renew for successive terms equal in duration to the initial term unless Customer cancels their plan in advance of the renewal date.
12.2 Purchase from Reseller. If Customer purchases the Services from an authorized reseller of Framer (“Reseller”), Customer’s use of the Services will be governed by this Agreement.
12.3 Termination. Either Party may, at its option, terminate this Agreement in the event the other Party: (a) materially breaches this Agreement and fails to cure such breach (or provide an acceptable plan for curing such breach) within 30 days after receipt by the breaching Party of written notice specifying the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days).
Self-Service subscriptions have the right to terminate their account at any time in the Spectral Dashboard. Such termination will be effective at the start of the next billing or renewal period. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
12.4 Suspension. If Customer fails to pay any undisputed amounts hereunder or, as necessary to protect the security of the Services, Framer will have the right, in addition to any of its other rights or remedies, to immediately suspend access to the Services to Customer and/or any of its User(s), without liability, until such amounts are paid in full or such threat no longer exists, as applicable.
12.5 Effects. Upon termination or expiration of this Agreement, Customer will immediately discontinue use of the Services. Sections 3 (Ownership Rights), 7 (Confidentiality), 8 (Fees and Payment), 10 (Limitations of Liability), 11 (Indemnification), 12 (Term and Termination), and 13 (Miscellaneous) will survive such termination. Within ten business days following the termination date, Customer shall, at Framer’s option, return to Framer or destroy (and certify to Framer in writing as to such destruction) all copies of the Services and Documentation and any other materials embodying or reflecting the Services and any other Framer Confidential Information. On termination or expiration of this Agreement other than termination by Customer for Framer’s breach, Customer will immediately pay Framer, as liquidated damages, the remaining balance (if any) for the remainder of the subscription term.
13.1 Integration. This Agreement is the entire agreement between the Parties related to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions. You and Framer B.V. waive their rights to rescind or annul these Terms. Articles 3:44, 6:228 and 6:265 of the Dutch Civil Code are excluded. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Framer, Customer’s purchase order shall be binding only as to the following terms: the Services ordered and the appropriately calculated fees due. Other terms shall be void.
13.2 Construction; Interpretation. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force. No waiver hereunder will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought.
13.3 No Agency Relationship; No Third Party Beneficiaries. Nothing in this Agreement will be construed to create any agency, partnership, or joint venture between the Parties, and neither Party will represent itself as an agent or legal representative of the other Party. To the extent that any third party stipulation is contained in this Agreement, article 6:254 of the Dutch Civil Code is excluded. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns.
13.4 Amendment. Framer may modify this Agreement (which may include changes to Framer’s pricing and plans) from time to time by giving notice to Customer by email or through the Services. Unless a shorter period is specified by Framer (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order Form. If Framer specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order Form and Customer notifies Framer of its objection to the modifications within 30 days after the date of such notice, Framer (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current subscription term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid fees allocable to the terminated portion of the applicable subscription term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
13.5 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with Spanish law without regard to international law regulations or principles of law leading to the application of other laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the International Chamber of Commerce (ICC) rules. Such dispute or claim shall be settled by simplified arbitration arranged by ICC in accordance with the rules of arbitration procedure adopted by ICC and in force at the time when such proceedings are commenced. Arbitration shall be conducted in Amsterdam, before one arbitrator appointed in accordance with the ICC Rules. All arbitration shall be conducted in English. The award rendered thereon by the arbitrator shall be final and binding on the Parties thereto, and judgment thereon shall be confidential and may be entered in any court of competent jurisdiction. Nothing in this Section 12.2 shall prevent either Party from applying to a court of competent jurisdiction for equitable or injunctive relief.
13.6 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by any event beyond the control of such Party, provided that such Party uses reasonable efforts to notify the other Party of the cause of such delay and to resume performance as soon as possible.
13.7 Notices. All notices, requests, and other communications to the other Party hereunder must be in writing to email@example.com
13.8 Assignment. This Agreement may not be assigned by either party without the other party’s prior written consent, whether by operation of law or otherwise, except that either party may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.
13.9 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Note: These Terms of Service do not replace the Terms of Service for those Customers who have a separately negotiated agreement.