Legal
Version 1.1
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If you accept this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity, and references to “you” or “Creator” refer to that entity.
Framer may update this Agreement from time to time by posting a revised version on the Framer Community or website. Continued participation in the Framer Community after updates constitutes acceptance, except where changes are required by law and apply immediately.
This Agreement incorporates by reference Framer’s Terms of Service or Master Subscription Agreement, as applicable, Privacy Statement, and Acceptable Use Policy, each as updated from time to time.
1. Community Participation and Eligibility
You must have an active Framer account in good standing to participate. Framer may approve or reject any Creator Content in its sole discretion.
2. Your Relationship with Us
2.1 You hereby grant us a non-exclusive, royalty-free, worldwide (unless prohibited by law), non-transferable license to use Creator Content:
as necessary to facilitate distribution, promotion, and delivery in accordance with how you’ve submitted or instructed us to make Creator Content available via the Platform; and
internally for testing, evaluation, and quality assurance purposes.
2.2 Subject to your compliance with these Community Terms, we grant you a limited, non-exclusive right to access and use the Platform to list and license Creator Content to end users (“Customers”) under processes we define. This right constitutes adequate consideration under these Community Terms.
2.3 Your participation is subject to our other policies, among other things, our terms of service and privacy statement, as well as any platform-specific rules or documentation (collectively, the “Policies”), all of which are hereby incorporated by reference.
2.4 You retain all ownership rights to Creator Content. We retain all rights, title, and interest in the Platform and associated services. Except as expressly granted, no other rights are conveyed, whether by implication, estoppel, or otherwise.
2.5 We may independently develop or offer products or features that may compete with Creator Content. Nothing in these Community Terms restricts our right to do so, nor does it entitle you to compensation beyond that expressly provided herein.
2.6 If you submit any feedback or suggestions (“Feedback”), you grant us the right to use, reproduce, and exploit such Feedback to enhance our offerings. We may also collect and use usage and performance data related to Creator Content and the Platform for analytical and service improvement purposes.
2.7 Creator Content may not include unlockable features or functionality that require payments through channels not disclosed to and approved by Framer.
3. Use Restrictions and Community Conduct
You will not or attempt to (and will not allow others to) a) reverse engineer, decompile, disassemble or translate the code or technology in connection with the Framer Community or Platform, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying in the Framer Community or Platform or any portion thereof; b) interfere with, modify, disrupt or disable features or functionality of the Framer Community or the Platform, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms; c) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Framer Community or Platform to any third party except as expressly permitted herein; d); use the Framer Community or Platform for any illegal, unauthorized or other improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party rights; (e) use the Framer Community to access or gather private information about individual End Users, Customers, or Customers’ end users, including utilizing the Framer Community to derive or obtain non-public information of individual End Users, Customers, or Customers’ end users; (f) interfere with or disrupt the integrity or performance of the Platform or the Framer Community, including by disrupting the ability of any other person to use or enjoy the Platform or the Framer Community, or attempt to gain unauthorized access to the Platform or the Framer Community or related systems or networks; or (g) remove or alter any of Framer’s proprietary notices or marks. Framer reserves the right to suspend or remove content or Creator accounts for violations of the Agreement.
You may advertise or sell your Creator Content on third-party websites or marketplaces, including your own website or other channels, provided that such advertisement or sale is in accordance with this Agreement.
4. Responsibilities to End Users; Privacy and Security
4.1. End User Support. Creator solely is responsible for providing support to End Users, such as, by way of example only, fixing bugs and troubleshooting, and Creator must do so within a reasonable timeframe. Creator must provide adequate support for Creator Content, including timely responses to inquiries. A valid support email address must be maintained.
4.2. End User Terms. Creator licenses Creator Content to End Users, subject to the applicable license type for such Creator Content as will be automatically assigned per Section 7.3 of this Agreement. Creator Content license terms must be consistent with, the terms and conditions of this Agreement. You agree that Framer does not and will not have any responsibility or liability related to compliance or non-compliance by you or any End User under the applicable Creator license restrictions.
4.3 End User Dispute. Any dispute, claim, controversy, or disagreement arising out of or relating to Creator Content, including without limitation the content, quality, performance, licensing, support, pricing, refunds, warranties, representations, or alleged infringement thereof (each, an “End User Dispute”), is solely between the Creator and the applicable End User. End Users acknowledge and agree that Framer is not a party to any End User Dispute and has no obligation to mediate, arbitrate, adjudicate, or otherwise resolve any End User Dispute. This includes without limitation any disputes relating to payment, refunds, or chargebacks for paid Creator Content. Framer does not provide warranties, guarantees, support, maintenance, or representations with respect to Creator Content. To the maximum extent permitted by law, End Users hereby release and forever discharge Framer and its Affiliates from any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any End User Dispute.
4.4. Protection of Personal Data and End User Privacy Statement. If your Creator Content ingests, processes, transmits, and/or collects any Personal Data you will protect all such Personal Data using reasonable and appropriate technical and organizational measures and obtain all required consents or legal basis of processing for such activities as set forth under Applicable Laws. You must also maintain a privacy statement for your Creator Content and prominently display or provide a link to it wherever users download or access your Creator Content. Your privacy statement must meet applicable legal standards and describe the collection, use, storage, and sharing of Personal Data in clear, understandable and accurate terms. You are required to follow applicable legal requirements if the use of your Creator Content will result in the international transfer of Personal Data. You must promptly notify us in writing via email to legal@framer.com of any breaches of your Creator Content’s privacy statement or license restrictions that impact or may impact End Users.
5. Community Operations; Framer Rights
5.1 Community Features. Framer maintains sole discretion to determine all features and operations of the Framer Community.
5.2 No Obligation by Framer. You acknowledge that Framer has no obligation to promote, distribute, list, or offer for sale any Creator Content, or to continue to do so. Framer may determine in its sole discretion to make available or list any Creator Content through the Framer Community, or to remove, suspend, reject, place limitations on, and/or place on hold any Creator Content from the Framer Community. Framer may stop any transaction, or take other actions as needed to restrict access to or availability of any Creator Content that does not comply with this Agreement or that otherwise might adversely affect End Users. Inclusion of any Creator Content in the Framer Community does not relieve you of responsibility to ensure the Creator Content complies with this Agreement.
5.3 Community Improvements and De-Identified Data. Nothing in this Agreement will restrict Framer from collecting, using, and/or analyzing Usage Data from Creator Content in an aggregated, deidentified manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics, provided that Framer does not (a) specifically identify Creator or (b) publicly disclose any Personal Data in the course of collecting, using, analyzing, marketing, or publishing that information or data. For the avoidance of doubt, Usage Data does not include Creator Content. Framer retains all legal rights, title, and interest in any record, report, or analysis it generates under this Section.
5.4 Feedback. Creator agrees that by submitting any Feedback, Creator agrees that disclosure is gratuitous, unsolicited, and without restriction and will not place Framer under any fiduciary or other obligation, and that Framer is free to use the Feedback without any additional compensation to Creator, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Creator further acknowledges that, by acceptance of Feedback submission, Framer does not waive any rights to use similar or related Feedback previously known to Framer, or developed by its employees, or obtained from sources other than Creator.
5.5 License Misuse Reporting and Moderation
5.5.1 Creator Reporting. If you become aware of suspected misuse of your Creator Content by an End User in violation of the applicable license terms (sections 7.3.1 or 7.3.2), you may report this to Framer by contacting abuse@framer.com. You agree to promptly notify Framer of any suspected misuse that comes to your attention and to provide reasonable supporting information to assist Framer’s assessment.
5.5.2 Framer’s Right to Act. Upon receiving a report of suspected license misuse, Framer may, in its sole discretion, investigate the matter and take such action as it deems appropriate, including suspending or terminating the relevant End User’s access to the Framer Community or removing content. For the avoidance of doubt, Framer has no obligation to investigate or take action in respect of any reported misuse, and any action taken by Framer does not affect the allocation of responsibility between Creator and End User as set out in section 4.3.
5.5.3 No Liability. Framer assumes no liability to Creator or any third party arising from its decision to act or not act on a misuse report. Creator remains solely responsible for enforcing its rights against End Users and pursuing any remedies available to it under applicable law.
6. Pricing, Commissions, and Payments
6.1 Pricing & Promotions. Creator may designate Creator Content as free or paid. You acknowledge and hereby agree that Framer may run promotions on your Creator Content. You hereby agree and provide Framer the right to run promotions on your Creator Content without prior notice.
6.2 Taxes. To the extent allowed under Applicable Law, Creator is responsible for all applicable taxes that arise from or as a result of any activities under this Agreement, including payments received by Creator from End Users in connection with paid Creator Content. Creator is responsible for determining whether taxes are payable on such transaction, and if so, self-remitting taxes to the appropriate tax authorities.
6.3 Payment. Framer does not process, collect, hold, or disburse any payments between Creators and End Users. All payment transactions for paid Creator Content are conducted directly between Creator and End User. Framer has no liability in connection with any such payment transactions, including disputes, chargebacks, refunds, or failures to pay.
7. Ownership; License Grants
7.1 Ownership. Creator retains ownership of Creator Content and its Intellectual Property. Framer retains ownership of the Platform, Framer Community, related IP, and any software, applications, inventions, or other technology developed by Framer in connection with any additional services or support.
7.2 License to Framer. Creator grants Framer a worldwide, non-exclusive, royalty-free license to host, display, distribute, promote, and make Creator Content available via the Framer Community and to: (i) resell, distribute, make available, transmit, display, sublicense, market, promote, and advertise any Creator Content uploaded to the Framer Community by you to host on the Framer Community and subject to the terms and conditions of this Agreement; and (ii) use, store, reproduce, copy, create derivative works, publicly display, transmit, broadcast, and adapt any Creator Content to promote, advertise, use for educational purposes, or otherwise market Framer, without additional compensation to you (except as otherwise agreed or as outlined in this Agreement).
7.3 License to End Users. Creator Content is licensed to End Users under the Creator Content license terms automatically for free or paid content, as applicable.
7.3.1 Limited Commercial License (Free Content)
Limited Commercial License
Subject to End User’s continued compliance with these License Terms, the Creator grants End User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the applicable free Creator Content available on the Framer Community (“Free Content”) for commercial or non-commercial purposes.
Permitted Use
End User may:
Use and modify such Free Content in its own projects, including commercial projects; and
Use the Free Content for client work, provided the Free Content is incorporated into a broader end product.
Restrictions
End User shall not:
Resell, redistribute, sublicense, share, publish, or make the Free Content available as a standalone asset;
Repost or offer the Free Content on any competing marketplace, repository, or platform;
Use the Free Content to create or offer templates, components, or design assets that compete with the Framer Community;
Claim ownership of the Free Content or represent it as End User’s original work.
Ownership
The Free Content is licensed, not sold. All intellectual property rights remain with the Creator.
Termination
This license automatically terminates upon breach. Upon termination, End User must cease use of the Free Content and delete all copies.
7.3.2 Single-Use Commercial License (Paid Content)
Single-Use Commercial License
Subject to End User’s payment of all applicable fees and continued compliance with these License Terms, the Creator grants End User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the applicable paid template, component, or other marketplace asset (“Licensed Content”) solely for the purpose of creating one (1) end product or project (the “Permitted Project”). For vector assets, including icons and illustrations, "Permitted Project" means use within a single organization or for a single client relationship.
Permitted Use
End User may:
Modify the Licensed Content as reasonably necessary for the Permitted Project; and
Use the Licensed Content for commercial or internal business purposes solely within the Permitted Project.
Restrictions
Except as expressly permitted above, End User shall not:
Resell, redistribute, sublicense, share, publish, or make the Licensed Content available to any third party;
Use the Licensed Content to create or offer competing templates, themes, components, design systems, or marketplace assets;
Use the Licensed Content in more than one project, website, product, or client engagement;
Include the Licensed Content in any product or service intended for resale, licensing, or distribution to third parties;
Remove, obscure, or alter proprietary notices included with the Licensed Content.
Ownership
The Licensed Content is licensed, not sold. All right, title, and interest in and to the Licensed Content, including all intellectual property rights, remain with the Creator.
Termination
This license automatically terminates upon breach. Upon termination, End User must cease all use of the Licensed Content and delete all copies in its possession or control.
8. Term and Termination
This Agreement continues until terminated by either party. You may terminate this Agreement at any time by ceasing your access to the Framer Community. Framer may immediately terminate or suspend this Agreement, any rights granted herein, and/or your access to the Framer Community, at its sole discretion at any time, for any reason by providing notice to you. Upon termination, Sections that by their nature should survive will survive. Framer will have no obligation or liability resulting from termination or suspension of this Agreement as permitted herein.
9. Representations and Warranties
9.1 Creator Representations and Warranties. You agree that you are solely responsible for all Creator Content that you submit for inclusion on the Framer Community. You represent and warrant that (i) you are the sole and exclusive owner of the Creator Content, or that you have otherwise obtained and shall maintain all necessary licenses, authorizations, rights, releases, and permissions necessary to enter into and perform your obligations or to grant to us the rights in such Creator Content as contemplated in this Agreement, including without limitation the rights to display the Creator Content in the manner set forth in this Agreement; (ii) any use of the Creator Content as contemplated by this Agreement does not and will not infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (iii) any use of the Creator Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code (“Viruses”), and will not cause injury to any person or damage to any property.
9.2 No Responsibility of Framer. To the extent permitted by law, you acknowledge and agree that Framer is not undertaking and assumes no responsibility, obligation or liability relating to the Creator Content that you post or send through the Platform or Framer Community. Unless otherwise specified, Framer, its successors, assigns, employees, agents, directors, officers, and stockholders (i) do not undertake or assume any duty to monitor the Platform or Framer Community for inappropriate or unlawful content and (ii) assume and shall have no responsibility or liability which may arise from the Creator Content, including, but not limited to, third-party claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. You agree that you are solely responsible for the Creator Content and the consequences of posting or publishing it, and that Framer is only acting as a passive conduit and service provider for the online distribution and publication of the Creator Content. You also acknowledge that Framer does not review Creator Content for legal compliance and acts solely as a platform provider. Framer acts solely as a platform provider facilitating the listing and discovery of Creator Content and is not a party to, nor responsible for, any commercial transaction between Creator and End User.
10. Indemnification
You agree to indemnify, defend, and hold harmless Framer (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party actions, claims, demands, proceedings, losses, liabilities, judgments, awards, penalties, fines, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your Creator Content (b) your relationships or interactions with any End Users or third party distributors of your Creator Content, including but not limited to any claims by, on behalf of, or against End Users of your Creator Content and End User Dispute claims; (c) your use of the Platform and the Framer Community; (d) your violation or breach of this Agreement; (e) your violation or breach of any Applicable Laws, rules, or regulations, or the rights of any third party, including but not limited to Intellectual Property or privacy rights; or (f) any claims from or by tax authorities in any country in relation to Creator's activities under this Agreement, including Creator's receipt of payments from End Users and Creator's use of the Platform and Framer Community. Framer may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Framer’s prior written consent, not to be unreasonably withheld.
11. Confidentiality
11.1 Definition. All information disclosed by Framer that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes, but is not limited to, non-public aspects of Platform; non-public aspects of the Framer Community; non-public aspects of third-party applications listed in the Framer Community to which you obtain access as a result of the relationship between you and Framer under this Agreement; non-public End User data provided to you by Framer; and non-public technology, technical information, and product plans to which you obtain access as a result of the relationship between you and Framer under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder as documented by written evidence; or (iii) is received from a third party, in each case without breach of an obligation owed to Framer or anyone else.
11.2 Your Obligations. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Framer with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Framer’s cost, if Framer wishes to contest the disclosure.
11.3 Injunctive Relief. In event of actual or threatened breach of this Section, Framer shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
12. Disclaimers and Limitation of Liability
12.1 THE FRAMER COMMUNITY AND PLATFORM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE FRAMER COMMUNITY OR THE PLATFORM IS TO STOP UTILIZING THE FRAMER COMMUNITY.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRAMER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES IN THE FRAMER COMMUNITY AND THE PLATFORM; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR CREATOR CONTENT), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE FRAMER COMMUNITY AND THE PLATFORM (INCLUDING INFRINGEMENT CAUSED BY THIRD-PARTY FRAUD, MALFEASANCE, OR EXPLOITATION OF TECHNICAL ERRORS IN THE FRAMER COMMUNITY); (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU OR BY FRAMER ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE FRAMER COMMUNITY AND THE PLATFORM; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE FRAMER COMMUNITY; (VII) ANY ERRORS OR OMISSIONS IN THE FRAMER COMMUNITY AND THE PLATFORM OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE FRAMER COMMUNITY; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
12.3 IN NO EVENT SHALL FRAMER OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PLATFORM OR FRAMER COMMUNITY.
12.4 IN NO EVENT SHALL FRAMER OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
12.5 THIS LIMITATION OF LIABILITY SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FRAMER OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Miscellaneous
13.1 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its respective employees, as well as all employment-related taxes. Creator does not have any authority of any kind to bind Framer in any respect whatsoever.
13.2 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
13.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.4 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties regarding matters covered by this Agreement. For the avoidance of doubt, this Agreement supersedes and terminates any and all prior and/or contemporaneous agreements, proposals, or representations, written or oral, otherwise relating to or concerning its subject matter or any previous Framer partner programs or related offerings. Any and all waivers must be in writing and signed by both parties, except as otherwise provided herein. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
13.5 Assignment. Neither party may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Framer may assign the Agreement in its sole discretion to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
13.6 Notices. Any notice or other communication to be given hereunder will be in writing and given (i) by Framer via email and/or through the posting of such notice on your Framer Account, or (ii) by you via email to legal@framer.com or to such other email or physical addresses as Framer may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.
13.7 Dispute Resolution; Governing Law; Venue. To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Agreement, the parties agree to first attempt to negotiate any dispute in good faith informally for at least thirty (30) days before initiating any legal proceeding. Such informal negotiations will commence upon written notice. This Agreement is governed by and will be construed in accordance with the laws of the Netherlands. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of Amsterdam, Netherlands, and the parties expressly consent to personal jurisdiction and venue therein. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
14. Definitions
“Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interests of such entity, or the ability to otherwise direct the management or policies of such entity, whether through ownership, contract or otherwise.
“Applicable Laws” means all laws and regulations applicable to a party’s obligations under this Agreement.
“AUP” means Framer’s Acceptable Use Policy which applies to all Users of the Platform/Service.
“Confidential Information” means 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.
“Creator Content” means templates, plugins, components, vectors, tutorials, content, fonts, graphics, designs, documents, materials, UI kits, themes, designs, files, documentation, and other materials submitted by Creator to the Framer Community subject to intellectual property of Creator therein. For the avoidance of doubt, 'vector assets' includes SVG files, icons, illustrations, and similar static graphic files submitted as Creator Content.
“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 Service.
“End Users” means any natural persons viewing, browsing, or otherwise accessing or using Creator’s Content.
“Feedback” means comments, ideas, or feedback about the Service, including without limitation about how to improve the Service or Framer’s products submitted by Creator to Framer.
“Framer” means Framer B.V. a limited liability company based in The Netherlands.
“Framer Community” means the online marketplace operated by Framer and accessible at framer.com/marketplace, through which third-party creators and Framer make available templates, plugins, and components for use within the Framer platform.
“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.
“Platform/Service” Framer’s SaaS product identified in an Order Form, including web design software, tools, related products or services, along with downloadable desktop apps. For avoidance of doubt, “Platform/Service” includes integrations available on the Framer Community (available at: https://www.framer.community/), the Framer Community, Framer APIs, and the Non-Framer Resources. Each Order Form will identify details of Customer’s subscription to the Service.
“Personal Data” means any information that identifies or could be used to identify a natural person contemplated under the applicable data protection laws.