Terms of service
Version
1.8
—
Effective
These terms of service (“ToS”) entered into by and between Framer B.V., a Dutch limited liability company, and its Affiliates (“Framer”), and the entity or person placing an order for or accessing the Service (“Customer”). By placing an order for, or accessing, the Service, Customer accepts the ToS as set forth below.
The agreement between the Parties consists of the body of these ToS, any applicable Order Form, the Data Processing Addendum ("DPA"), the AI Notice, and the Acceptable Use Policy ("AUP") (the ToS, any applicable Order Form, the DPA, the AI Notice and the AUP are collectively referred to as the “Agreement”). In the event of any conflict or inconsistency, the following order of precedence shall apply, with the document listed first prevailing solely to the extent of the conflict: (i) any applicable Order Form; (ii) the DPA; (iii) the body of these ToS; (iv) the AI Notice; and (v) the AUP.
Definitions used throughout these ToS, which can be recognized by the use of a capital first letter and which are not explained in the section where they are used, are explained at the end of these ToS.
Each of Framer and Customer is referred to collectively the “Parties”, or individually, as a “Party”.
The Framer Service
1.1 Framer provides a subscription-based Platform that can be used for designing and publishing interactive websites. The intended use case of the Service is to post public facing websites via the Platform where other users may search for, see, use, and/or re-post any Content that Customer makes publicly available. This Platform forms the core of Framer’s Service. The exact content of the Service Framer provides to a specific Customer depends on the subscription plan chosen by the Customer.
Access and use of the Service
2.1 To use the Service, the Customer will need to register and create an account, which requires the disclosure of certain information (including their full name, password, and email address).
2.2 Framer will provide Customer with the necessary passwords, security protocols, policies, network links or connections (“Access Protocols”) to allow Customer to access the Service. No other access to the website or servers from which the Service is delivered is permitted. Customer’s account is personal and may not be shared with any third party. Licenses may not be reassigned, shared, rotated, or otherwise used in a manner intended to circumvent applicable license limits, usage metrics, or Fees, including by enabling multiple individuals to sequentially or concurrently access the Service under a single license where additional licenses would otherwise be required.
2.3 Any natural persons viewing, browsing, or otherwise accessing or using Customer’s Content are deemed Customer’s “End Users". Customer acknowledges and agrees that Framer has no direct relationship with Customer’s End Users and Customer is solely responsible for providing any notices to and/or obtaining all required consents from its End Users as may be required under any laws and regulations applicable to Customer and its End Users. For the avoidance of doubt: it is the responsibility of the Customer to determine which laws and regulations are applicable to Customer and its End Users.
2.4 Customer may permit its Affiliates to purchase, access and use the Service under this Agreement, provided that (i) the relevant Affiliate executes its own Order Form referencing this Agreement and specifying the products or services to be purchased, the quantities, the applicable Fees, and any additional terms specific to such purchase (an "Affiliate Order Form"), subject to Framer’s acceptance, and (ii) such Affiliate’s use is in compliance with the terms and conditions set forth in this Agreement. Each Affiliate Order Form shall be governed by this Agreement, and all obligations, rights and duties under this Agreement apply to each Affiliate, subject to the specific terms of its Affiliate Order Form. By executing an Affiliate Order Form, the Affiliate agrees to be bound by the terms and conditions set forth in this Agreement. Customer shall be responsible for ensuring that its Affiliates and their respective Users comply with this Agreement, and any breach of this Agreement by Affiliates or its Users shall be deemed a breach by Customer. The rights granted to Affiliates shall not constitute a separate agreement, and Customer shall remain jointly and severally liable with each Affiliate for all obligations under this Agreement and any Affiliate Order Form, including payment obligations. Customer shall indemnify and hold harmless Framer from any claims, losses, or liabilities arising from an Affiliate's breach.
2.5 Customer will not, and will not authorize any User to (a) reverse engineer, decompile, disassemble or otherwise seek to gain unauthorized access to the Service, its source code, or non-public APIs; (b) modify, translate, or create derivative works based on the Service or related software (for clarity, excluding Content and translated copies); (c) conduct penetration tests or engage in any activity that may cause an unreasonable network load on Framer’s systems without Framer’s consent, including, but not limited to, brute forcing, denial of service attacks, automated security scanning, or performance testing; (d) rent, lease, sell, distribute or sublicense the rights granted herein or include any portion of the Service in a service bureau or outsourcing offering; (e) remove any proprietary notices or labels; (f) use the Service to develop a product or service similar or competitive to Framer’s offerings; or (g) use the Service or create Content in a manner that violates the AUP.
Data Processing Addendum
3.1 Both Parties are responsible for complying with applicable data protection and privacy laws, such as Regulation 2016/679 (General Data Protection Regulation (“GDPR”)).
3.2 If and to the extent that Framer processes any information that identifies or could be used to identify a natural person contemplated under the applicable data protection laws (“Personal Data”) on behalf of Customer, the Parties hereby agree to Framer’s DPA, in accordance with Article 28 of the GDPR and which is incorporated by reference into the Agreement.
License and Use Rights
4.1 Service. Framer hereby grants Customer a non-exclusive, non-transferable license during the Term (as defined in section 21) to: (a) use the Service 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 the Service and build websites under applicable domains. The Service is delivered electronically.
4.2 Non-Framer Resources. In its sole discretion, Customer may choose to use the Service with third-party apps, add-ons, integrations, or other Non-Framer Resources, including but not limited to offerings made available by third parties via the Framer Community. Notwithstanding any other term of the Agreement, Customer’s use of any Non-Framer Resources is subject to Customer’s agreement with the applicable third-party provider, and not this Agreement. Framer will use reasonable efforts to support Customer’s use of Non-Framer Resources, but Framer does not control and disclaims all warranties and liabilities with regards to Customer’s reliance on or use of any Non-Framer Resources, including without limitation, their security measures, performance obligations, or handling or use of Customer Personal Data and/or Content. Customer acknowledges and agrees that by enabling or otherwise using Non-Framer Resources in its use of the Service, Customer expressly consents to Framer sharing Customer Personal Data and/or Content with the applicable provider as required for Customer to use the Service with such Non-Framer Resources.
Publicity
5.1 During the Term and at any point thereafter, Framer may publicly refer to Customer and their public sites 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. Framer will promptly stop the use of Customer’s name and logo upon any Customer request sent to legal@framer.com.
Support
6.1 Service. Framer will provide Customer with access to the Service and reasonable technical support.
Ownership Rights
7.1 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.
7.2 What Framer Owns. Except for Customer's Content (defined below), Framer shall own all rights, including, but not limited to, all Intellectual Property Rights, in the Service. Except for the rights expressly granted herein, Customer acquires no rights, title or interest in the Service. Nothing in this Agreement will restrict Framer from collecting, using, and/or analyzing Usage Data from Customer in an aggregated, deidentified manner for purposes of improving and enhancing the quality and nature of the Service, or to market or publish general information and statistics, provided that Framer does not (a) specifically identify Customer 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 Content. Framer retains all legal rights, title, and interest in any record, report, or analysis it generates under this section 7.2.
7.3 What Customer Owns. By using the Service, Customer grants Framer and its third-party hosting providers (solely as necessary to make the Service available to Customer), the non-exclusive, royalty-free, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, and create derivative works (i.e., when Customer uses Framer’s localization feature to create localized or translated website adaptations) of Customer’s Content for the limited purpose of providing and optimizing the Service. For the avoidance of doubt, Customer retains full ownership of Customer Content, including all Intellectual Property Rights therein and all derivatives thereof.
7.4 Custom Domains. When applicable, if Content was connected to a custom domain name within the Service, and such domain’s registration information is publicly available, Framer will consider the owner of such Content as the person or entity registered as the registrant of such domain thereunder. In the event that an individual and an organization are both registered as the registrant or the registrant organization of such domain, Framer will consider the organization as the actual owner of the domain, and therefore as the owner of the Content connected to such domain.
7.5 Non-Framer Resources. Non-Framer Resources available in the Framer Community, are owned by the persons or entities who create them.
Content
8.1 Customer and its Users may upload and share Content via the Service, 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. Customer alone is responsible for any of the Content that may be lost or unrecoverable through the Customer’s use of the Service. Customer is encouraged to archive its Content regularly and frequently.
8.2 Framer is not responsible or liable for the Content or the consequences of uploading the Content or for sharing the Content with End Users. Framer does not endorse the Content or any advice, suggestion or opinion expressed in the Content.
8.3 Although Framer has no obligation to monitor Content, Framer may do so and may remove Content and/or prohibit any use of the Service it believes may be (or is alleged to be) in violation of the license and use rights set out in this Agreement (including the AUP).
8.4 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 Service; and (b) individuals with whom Content is shared via the Service 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 licenses terminate automatically when Content is removed from the Service. Customer understands and agrees that part of the Service 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.
8.5 If Framer receives a notice that Customer’s Content infringes on any third-party intellectual property rights, Framer may, in its sole reasonable discretion, disable or otherwise limit Customer’s access to the Service in accordance with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act (“DMCA”), the text of which can be found at the U.S. Copyright Office website (https://www.copyright.gov/). To the extent permitted by law, Framer will provide notice of action as soon as commercially reasonable.
8.6 Customer may choose to or Framer may invite Customer to submit Feedback. By submitting any Feedback, Customer 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 Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer 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 Customer. Additionally, Customer acknowledges that all email and other correspondence related to such Feedback that Customer submits to Framer shall become Framer's sole and exclusive property.
Designers and work on Framer
9.1 Framer may post lists of designers for hire at its website. These lists are purely for informational purposes and Framer does not endorse, work with, recommend, or guarantee any of these designers or the accuracy or completeness of the work done by such designer(s). Framer is not affiliated to these designers and vice versa. Customer agrees it is the Customer's responsibility to vet any designer before Customer decides to work with them and that Customer assumes all liability for any work done by them. Framer shall make a good faith effort to investigate designers who receive multiple complaints from multiple users, but Framer does not guarantee that it will investigate such complaints brought forth by users.
9.2 Framer may publish a list of Templates created by Framer or users of the Service on its website. Not all of these Templates are created by Framer and the Templates not created by Framer are created by third parties not affiliated with Framer. While Framer makes a good faith effort to vet the Templates that are posted on its website, Framer does not endorse or guarantee the quality of the Templates not created by Framer itself, and Framer assumes no liability with respect to such Templates. If a problem arises with a Template created by a third party, Customer’s rights and remedies in respect of such Template lie solely against the relevant third party creator, and it is the responsibility of the creator of such Template to offer technical support. The licenses granted to Customer in respect of, and the liability and responsibility for, any Template not created by Framer are governed by Framer's Community Terms.
Spam and Abuse Protection Features
10.1 Framer makes available optional integrations with third-party CAPTCHA and anti-abuse verification services (the "Spam and Abuse Protection Features"), as listed on Framer's sub-processor list within its Trust Center. Spam and Abuse Protection Features are not enabled by default and are activated solely by Customer configuration.
10.2 To enable a Spam and Abuse Protection Feature, Customer must obtain API credentials directly from the relevant CAPTCHA provider and configure them within the Service. By enabling a Spam and Abuse Protection Feature, Customer instructs Framer to transmit verification tokens and associated technical signals to the selected provider in order to assess whether a form submission originates from a human user or an automated system.
10.3 Depending on Customer's configuration, form submissions identified as suspicious may be blocked, rejected, discarded, or flagged prior to delivery to Customer's configured destination. In certain configurations, blocked submissions may not be stored or retrievable by Framer.
10.4 Customer acknowledges that automated verification technologies may produce false positives or false negatives. Framer does not warrant that all legitimate submissions will be delivered or that all malicious submissions will be prevented, and expressly disclaims all warranties and liability in connection with the Spam and Abuse Protection Features.
10.5 Customer is solely responsible for: (i) determining whether the use of CAPTCHA or similar anti-abuse technology is appropriate for its website and its end users; (ii) complying with applicable privacy and data protection laws in connection with the use of Spam and Abuse Protection Features, including any transparency, consent, or cookie-notice obligations owed to website visitors; and (iii) publishing adequate privacy notices to its website visitors describing the use of third-party verification services.
10.6 Third-party CAPTCHA providers operate independently of Framer and process visitor data in accordance with their own terms and privacy policies. Framer has no liability for the acts or omissions of such providers.
Security
11.1 Framer will use technical and organizational safeguards designed to ensure the confidentiality, security, integrity, availability, and privacy of Content and other Customer Confidential Information stored in the Service. 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 Service 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 Service during a subscription term.
Confidentiality
12.1 Confidential Information. Subject to the limitations set forth in section 12.2, 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 financial terms of this Agreement are Confidential Information of both Parties.
12.2 Exceptions. Information will not be considered Confidential Information if the receiving Party can establish by documentary evidence that the information is or was: (a) 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.
12.3 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; (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 the rights under this Agreement, and (c) will hold in confidence and protect such disclosing Party's Confidential Information from dissemination to, and use by, any third party.
12.4 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.
12.5 Survival after Termination. The confidentiality obligations set forth in this section shall continue to apply for a period of five (5) years following termination of this Agreement and with respect to Confidential Information that qualifies as a 'trade secret' under the Dutch Trade Secret Act for such longer period as the relevant information continues to qualify as a trade secret.
Fees and Payment
13.1 Pricing. Customer will pay to Framer, 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-cancellable and non-refundable. All Fees will exclude all applicable sales, use, and other taxes. Any amounts not paid when due shall bear interest at the rate of 1.5% per month, or the maximum legal rate if less, without prejudice to any of Framer's statutory or contractual rights.
13.2 Price Increase. If Customer does not materially downgrade its usage of the Service it obtains from Framer (for instance by decreasing the number of sites upon renewal), the Fees shall be subject to no more than a 10% annual raise. Any Fee increases will take effect no earlier than the next renewal date.
13.3 Purchase from Reseller. If Customer purchases the Service from an authorized reseller of Framer (“Reseller”), Customer acknowledges that Customer’s use of the Service will be governed by this Agreement, but the applicable Order Form may be entered into between Framer and the Reseller. Customer is required to make all payments directly to such Reseller, and the pricing, payment, terms, and any discounts or renewal terms applicable to Customer are as agreed between Customer and the Reseller: sections 13.1 and 13.2 do not govern the amounts payable by Customer in such a case. If Framer does not receive payment from the Reseller for Customer's subscription, Framer may suspend or terminate the Service in accordance with section 18.3, and Customer's sole remedy shall be against the Reseller. The Reseller is an independent third party and not Framer's agent; it has no authority to make any representation, warranty, or commitment on Framer's behalf or to modify this Agreement, and any such representation, warranty, or commitment is the Reseller's sole responsibility. Framer will not be responsible for (i) the obligations of the Reseller to Customer under any separate agreement between Customer and the Reseller, (ii) the acts or omissions of the Reseller, or (iii) third-party products or services furnished to Customer by a Reseller. If Framer's agreement with the Reseller expires or terminates, Customer must enter into a direct subscription with Framer or purchase through another authorised reseller to continue using the Service.
Warranties and disclaimers
14.1 Authority. Each of Framer 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 accepting 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.
14.2 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 Service.
14.3 DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, THE PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THIS AGREEMENT. FRAMER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NON-FRAMER RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT FRAMER, AND ANY USE OF NON-FRAMER RESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER. FRAMER DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, NON-FRAMER RESOURCES.
Limitation of liability
15.1 Except for the indemnity obligations set forth herein and instances of fraud and intentional misconduct, to the maximum extent permitted by applicable law (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 either Party for all claims arising from this Agreement and/or the Service rendered by Framer, including, without limitation, any cause of action sounding in contract, tort, or strict liability, will not exceed, in the aggregate, 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.
15.2 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.
Indemnification
16.1 By Framer. Framer shall indemnify, defend, and hold harmless Customer (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any damages, liabilities, losses, judgments, awards, penalties, fines, and any related costs and expenses, including reasonable attorneys' fees, arising from or relating to a claim, suit, or action by a third party alleging that the Service infringes such third party's Intellectual Property Rights.
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 Service not in accordance with this Agreement; (b) any use of the Service in combination with other products, equipment, software or data not supplied by Framer; (c) any modification of the Service by any person other than Framer or its authorized agents; (d) Customer’s continued use of the Service after being notified of the allegedly infringing activity and provided reasonable instructions on how to continue using the Service to avoid the alleged infringement that would not result in any material loss of functionality; (e) Customer’s use of the Service for which there were no Fees charged (e.g., a “trial” or “pilot”), (f) Non-Framer Resources; or (g) Content.
If, due to a claim of infringement, the Service is 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 Service 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 Service, or (z) if neither of the foregoing is commercially practicable for Framer, terminate this Agreement and provide Customer a pro rata refund of any prepaid, unused Fees for the Service. This section states Framer’s entire obligation and liability with respect to any claim of infringement.
16.2 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 infringes any third party rights, including but not limited to the Intellectual Property Rights of any third party.
16.3 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.
Beta Features
17.1 No warranties. Framer may offer access to certain beta or pre-release features (“Beta Features”). Beta Features are made available on an “as is”, “as available” basis for evaluation and testing purposes only. Customer acknowledges and agrees that Beta Features are provided without any warranties of any kind, whether express or implied, including warranties of fitness for purpose, or non-infringement.
17.2 No liability. Framer shall have no liability of any kind arising out of or in connection with Customer’s use of Beta Features, including but not limited to any loss of data, service interruptions or other damages or losses.
17.3 Modification or discontinuation. Framer may modify or discontinue Beta Features at any time without notice, and makes no commitment to release Beta Features into general availability.
Term and Termination
18.1 Term. This Agreement will govern Customer’s initial subscription on the Effective Date as well as any future subscriptions and/or purchases made by Customer that reference this Agreement. Should Customer enter into an Enterprise plan, the initial subscription term, any renewal terms, and the applicable notice period for non-renewal or termination shall be as set out in the applicable Order Form, and the remainder of this section shall not apply to the extent it conflicts with that Order Form. Should Customer select an annual Non-Enterprise plan, the Agreement enters into force on the Effective Date for a definite period of twelve (12) months which automatically renews with subsequent twelve (12) month terms until terminated in accordance with this Agreement. Should Customer select a monthly Non-Enterprise plan, the Agreement enters into force on the Effective Date for a definite period of one (1) month which automatically renews for one (1) month terms until terminated in accordance with this Agreement. Except where the applicable Order Form provides otherwise, Customer may cancel its Non-Enterprise plan at any time in advance of the applicable renewal date, with such cancellation taking effect at the start of the next billing and renewal period, and no notice period shall apply.
18.2 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). 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.
18.3 Suspension. If Customer fails to pay any undisputed amounts hereunder, or as necessary to protect the security of the Service, Framer will have the right, in addition to any of its other rights or remedies, to immediately suspend access to the Service 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.
18.4 Effects. Upon termination or expiration of this Agreement, Customer will immediately discontinue use of the Service. Upon written request, Framer will irreversibly and securely delete Content (including copies) except to the extent Framer is required to retain Content under applicable law. Such sections of this Agreement which by their nature are intended to survive the termination of this Agreement, shall continue to apply, including but not limited to sections 7 (Ownership Rights), 12 (Confidentiality), 15 (Limitation of Liability), 16 (Indemnification), 18 (Term and Termination), and 20 (Miscellaneous) will survive such termination. Within 10 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 Service and Documentation and any other materials embodying or reflecting the Service 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 the remaining balance (if any) for the remainder of the subscription term. Any outstanding Fees will become immediately due and payable, regardless of whether they have already been invoiced on the termination date or not.
Sanctions
19.1 The Customer ensures that it shall comply with all applicable sanctions laws and regulations issued or imposed by the United Nations Security Council the United States ("US"), European Union ("EU"), United Kingdom ("UK"), and Switzerland, or other competent governmental authority including but not limited to the US Department of Treasury's Office of Foreign Assets Control ("OFAC"). Subsequently, the Customer and its Users may not use the Service if Customer and/or a User is a resident of a country embargoed by the US, EU, UK or Switzerland, or is a foreign person or entity blocked or denied by the US, EU, UK or Switzerland. By using the Service, Customer represents and warrants that Customer and Customer's Users (i) are not located or residing in any country or territory subject to comprehensive US, EU, UK or Swiss sanctions; (ii) are not listed on any US, EU, UK or Swiss list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US, EU, UK or Swiss sanctions that would prohibit Customer’s access to or use of the Service; and (iii) shall not use or allow access by any of Customer’s Users or End Users to the Service in any manner that may cause Framer to violate US, EU, UK or Swiss export controls and sanctions. Framer reserves the right to restrict or block Customer's access, or access by any of Customer's Users and/or End Users, to the Service and/or to terminate the Agreement at any time without notice if Framer determines, at its sole discretion, that such access may cause a violation or create unacceptable risk to Framer under export control regulations or sanctions.
Miscellaneous
20.1 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. Customer and Framer waive their rights to rescind or annul this Agreement. This Agreement shall supersede the terms of any Customer’s purchase order or other business form. If accepted by Framer, Customer’s purchase order shall be binding only as to the following terms: the Service ordered and the appropriately calculated Fees due. Other terms shall be void.
20.2 Construction; Interpretation. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, (i) that provision of the Agreement will be enforced to the maximum extent permissible, (ii) Framer shall be entitled to replace the unenforceable provision with a new provision that is enforceable and aligns with the Parties’ original intent, and (iii) the remainder of this Agreement will remain unaffected and 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.
20.3 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.
20.4 Amendment of the Agreement. Framer reserves the right to modify, update, or amend this Agreement at any time at its sole discretion. Any such modifications will be effective upon posting the updated Agreement on Framer's website or on providing written notice to the Customer. Continued use of the Service after the effective date of such amendment constitutes acceptance of the amended Agreement. If Customer does not agree to an amendment and such amendment is materially affecting the rights of Customer negatively under this Agreement, the Customer shall have the right to terminate the Agreement within three (3) months after Framer has posted the updated Agreement on its website or provided written notice to the Customer, whichever occurs sooner.
20.5 Service modifications and Updates. Framer reserves the right to modify, enhance, discontinue, or otherwise change the Service, including adding or removing functionalities, features, or modules, at any time at its sole discretion. Framer may also introduce new subscription plans, modify existing plans, or reallocate features across different subscription plans. Such changes may be communicated through Framer's website or through written notice to the Customer. If a modification materially reduces the core functionality of the Service subscribed to by the Customer, the Customer shall have the right to terminate the Agreement within one (1) month after Framer has posted the updated Agreement on its website or provided written notice to the Customer, whichever is sooner.
20.6 Governing Law and Jurisdiction. This Agreement will be governed by and interpreted in accordance with Dutch law without regard to international law regulations or principles of law leading to the application of laws of other jurisdictions. The competent courts of Amsterdam, the Netherlands, will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
20.7 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.
20.8 Notices. All notices, requests, and other communications to the other Party hereunder must be in writing to Framer at legal@framer.com and to Customer at the email address used for registration.
20.9 Assignment. This Agreement may not be assigned by either Party without the other Party’s prior written consent (not to be unreasonably withheld or delayed), whether by operation of law or otherwise, except that either Party may assign this Agreement to one of its Affiliates or to its successor in the event of a merger, acquisition, or sale of all or substantially all of the assets of such Party (provided that such consent shall be required where the proposed assignee is a direct competitor of the other party). Any other purported assignment shall be void.
20.10 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.
Definitions
"Access Protocols" has the meaning ascribed to it in section 2.2.
"Affiliate" 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.
"Authorized Devices" means those mobile, desktop, or other devices with which the Service can be accessed and used.
“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.
"Effective Date" is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration, or order process or (b) the effective date of the first Order Form.
"Feedback" means comments, ideas, or feedback about the Service, including without limitation about how to improve the Service or other Framer’s products or services submitted by Customer to Framer.
“Fees” means all amounts payable by Customer for access to and use of the Service, as set forth in the Order Form (or on Framer's pricing page, where applicable), including subscription fees, fees for additional editors, usage- or overage-based charges, and any other applicable amounts.
“Framer Community” means the online community operated by Framer and accessible at https://www.framer.community/, through which third-party creators and Framer make available Templates, plugins, and components for use within the Service.
“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, whether registered or unregistered, as may now exist or hereafter come into existence, and all applications thereof and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
“Non-Framer Resources” means applications and materials that are developed or otherwise provided by a party other than Framer, including design files, plugins, component libraries, services, products, Templates, integrations, platforms, and code components.
“Order Form” means a document signed by both Parties identifying the Service to be made available by Framer pursuant to this Agreement.
“Platform” means Framer’s SaaS product, including web design software, tools, along with downloadable desktop and mobile apps.
“Service” means the Platform and all related products and services provided by Framer. For avoidance of doubt, “Service” excludes integrations available on the Framer Community, third-party marketplaces, Framer APIs, and the Non-Framer Resources.
“Template” means pre-designed, customizable website or page designs created by Framer or users of the Service and made available to other users through the Platform.
"Term" means the entire duration of this Agreement pursuant to section 18.
“Usage Data” means information and metadata collected about how Users interact with the Service (e.g. production performance, use of features, etc.).
“User” means an employee, contractor or other individual associated with Customer who has been provisioned by Customer with access to the Service.
