This Framer Terms of Service (“Agreement”) is entered into by and between Framer 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. Definitions
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. 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.
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 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. Content
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.
