PLEASE READ THIS DOCUMENT CAREFULLY. THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT (“AGREEMENT”), TOGETHER WITH ALL EXHIBITS AND SERVICE ORDERS (EACH AS DEFINED HEREAFTER), ALL OF WHICH ARE INCORPORATED INTO THE AGREEMENT BY THIS REFERENCE HEREIN, SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH FRAME ONE LLC, A CONNECTICUT LIMITED LIABILITY COMPANY, (“FRAME ONE”, “COMPANY” OR “WE”) GRANTS TO YOU (“CUSTOMER” OR “YOU”) THE RIGHT TO USE WWW.FRAMEONE.COM AND FRAME ONE’S OTHER OWNED AND OPERATED WEBSITES (THE “SITES”), ANY APPLICATIONS PROVIDED BY FRAME ONE (THE “APPLICATIONS”) AND ITS INFRASTRUCTURE, INCLUDING THE DATA STORAGE, REMOTE COMPUTERS, NETWORK AND INTERNET CONNECTIONS AND COLLABORATION SERVICES, FEATURES OR CONTENT OFFERED BY FRAME ONE THEREIN (THE “INFRASTRUCTURE” AND TOGETHER WITH THE SITES AND THE APPLICATIONS, THE “SERVICES”). BY SIGNING A SERVICE ORDER, ACCESSING, RECEIVING, AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
Services Subscription. Subject to the terms and conditions of this Agreement, Frame One grants to you a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Services during the Term (as set forth in Section 5.1 below) by the number of Permitted Users as specified in an applicable Service Order, solely for Customer’s internal business purposes.
Services Changes. Frame One may, at its sole discretion, change, remove, add, or enhance features of the Services from time to time. Frame One will notify you of any discontinuation of the Services.
Permitted Users. Customer may permit its employees, independent contractors, and consultants to use the Services on its behalf (“Permitted Users”). Frame One will assign a distinct username to each Permitted User upon registration. Subsequently, the Permitted User is required to select a unique password. Permitted Users are responsible for maintaining the confidentiality of their login credentials, including, without limitation, not sharing their login credentials with any third party. By creating an account, Permitted Users agree to abide by this Agreement and the terms and conditions outlined in the Acceptable Use Policy (“AUP”) linked hereto in Exhibit A.
Data Center Options. Customer will have the choice to select its preferred data center for storing and processing data for each Project (as defined below). Customer is solely responsible for the selection of a data center, and the Services do not provide any warranty or guarantee regarding the performance, security, or availability of any specific data center. Notwithstanding the foregoing, Frame One reserves the right to modify or change the available data center options. Customer will be notified of such changes and may need to update the data center selection accordingly.
Trial or Beta Services. From time to time, Frame One may make features or functionalities identified as beta functionality or trial services (“Beta Services”) available to you at no charge. Customer may choose to try such Beta Services or not in Customer’s sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms and conditions. The Beta Services are not considered “Services” under this Agreement; however, all restrictions, Frame One’s reservation of rights, and Customer’s obligations concerning the Services, and use of any related Third-Party Service (as defined below in Section 3), shall apply equally to Customer’s use of Beta Services. Frame One may discontinue Beta Services at any time in Frame One’s sole discretion. Frame One will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Support Requests; Training. In the event you encounter technical issues or require troubleshooting on the Services or would like guidance on service features and functions, you may contact Frame One support at [email protected] or by visiting help.frameone.com. Frame One reserves the right to record phone calls for quality assurance and training purposes.
Restrictions; Limitations. Customer shall not itself, or through any third party: (i) circumvent or attempt to circumvent any Frame One security measure or interfere with or attempt to interfere with the proper functioning or performance of the Services; (ii) share login information with, or otherwise grant access to the Services to any third party without the express written consent of Frame One; (iii) configure, copy or replicate all or any portion of the Services; (iv) modify, reverse engineer, decompile, disassemble, distribute, creative derivative works based on, copy or otherwise exploit all or any portion of the Services; (v) sell, sublicense, rent, lease, or otherwise exploit all or any portion of the Services; (vi) use the Services to operate in or as a time-sharing, outsourcing or service bureau environment or in any manner which supports the business of a third party; (vii) obscure, remove or alter any intellectual property rights notices or markings on the Services; (viii) access the Services for purposes of creating a competitive product; (ix) use the Services to transmit a virus, Trojan horse or other malware or programming routine intended to damage any system or data; (x) use any infringing Customer Material in connection with the Services; (xi) use the Services in a manner that violates any applicable law, regulation, or legal requirement or obligation; (xii) post, upload, transmit or provide any Customer Material that is, or Frame One reasonably deems to be, unlawful, harmful, abusive, libelous, defamatory, or otherwise objectionable; or (xiii) use the Services except as expressly permitted by this Agreement. During and after the Term, Customer will not assert, nor authorize, assist or encourage any third party to assert, against Frame One or its affiliates, any patent infringement or other intellectual property infringement claim regarding the Services that Customer, or any Permitted User has used.
Customer’s Responsibility for Permitted Users. For purposes of this Agreement, the acts or omissions of any third party under a Permitted User account is considered the Permitted User’s acts or omissions. Customer is responsible for any access or use of the Services under each Permitted User’s account, including by any third parties that use any Permitted User account. In addition, Customer is responsible for ensuring that Customer and each Permitted User complies with the AUP. A Permitted User’s violation of the AUP will be deemed as a breach of the Agreement by Customer.
Suspension of Services. Frame One reserves the right to temporarily suspend access to the Services if Customer or any Permitted User violates the terms outlined in the sections of this Agreement titled “Services Subscription”, “Customer Restrictions and Responsibilities”, “Fees and Payment Terms” or “Ownership of Intellectual Property Rights” or if there is a reasonable belief that the Services or any of their components face a threat to security or functionality. Frame One will endeavor to provide advance notice to you based on the circumstances leading to the suspension. Frame One will use commercially reasonable efforts to restore the affected Services promptly after resolving the issue causing the suspension. However, if the situation persists beyond thirty (30) days after initial notice, Frame One reserves the right to terminate access under the Service Order. Any suspension or termination by Frame One under this Section 2.3 will not excuse Customer from its obligations to make payment(s) under this Agreement. Furthermore, in the event of a Permitted User’s breach of this Agreement or any related policies, including the AUP, Frame One retains the discretion to suspend their access to the Services. This suspension will remain in place until the breach is resolved, if possible.
Customer Responsibilities. Customer is responsible for appointing a representative (the “Company Administrator”) who will be primarily responsible for overseeing and coordinating Customer’s obligations in this Agreement. In addition, the Company Administrator is responsible for informing Frame One in writing regarding the number of resources (each, a “Project Resource”) required to house individual projects (each, a “Project”). The Company Administrator will appoint a representative (each, a “Project Administrator”) to oversee each Project. The Project Administrator is responsible for informing Frame One in writing regarding the designated Permitted Users who are authorized to access a Project so that Frame One may restrict access to any specific Project accordingly. In addition, the Project Administrator is responsible for any requests made to Frame One, including ensuring compliance with any security prerequisites mandated by Company partners, and Frame One shall not be liable for such requests. Permitted Users who have been granted access to a Project are responsible for their activity on a Project Resource, and Frame One will not be responsible or liable for any such Permitted User’s activity on such Project Resource.
Customer Systems. At its discretion, Customer may authorize Frame One to gain authenticated, supervised access to a Customer application, network, or system (“Customer System”) for the purpose of performing troubleshooting. Prior to any such troubleshooting being performed, Customer must communicate in writing with Frame One any specific security protocols or access standards related to the Customer System.
The Services may permit you to link to or access other websites, services, applications or resources on the Internet, and other websites, services, applications or resources may contain links to the Services (each, a “Third Party Service”). Additional terms may apply to Customer’s and a Permitted User’s use of a Third Party Service, including those set forth in the Third Party Service Acknowledgment. In the event additional terms do apply, such terms are set forth between Customer and the Third Party Service provider. Customer acknowledges and agrees that: (i) Customer acquires no right, title or interest in or to any intellectual property rights underlying a Third Party Service, except for the express rights granted to Customer under this Agreement; (ii) FRAME ONE MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR SERVICE LEVEL COMMITMENTS OF ANY KIND REGARDING ANY THIRD PARTY SERVICE, AND (iii) FRAME ONE OFFERS AND ASSUMES NO INDEMNITY OBLIGATIONS OR OTHER LIABILITIES OF ANY KIND REGARDING EACH THIRD PARTY SERVICE.
Fees; Invoices. Customer shall compensate Frame One in such amount(s) and at such time(s) as specified in an applicable Service Order (the “Fees”). All Fees will be payable no later than thirty (30) days after Customer’s receipt of an invoice therefor. All payments made under this Agreement shall be in United States Dollars (USD).
Taxes. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (Federal or State) taxes based solely on Frame One’s income.
Interest; Delayed Payments. In the event Customer fails to make a payment due to Frame One under this Agreement by the payment due date set forth in the applicable Service Order, then, without limiting Frame One’s other remedies under this Agreement, Customer shall (unless otherwise set forth in the Service Order) pay interest on the overdue sum at the maximum rate permitted under applicable law, calculated from the date the payment was originally due until the date of actual payment. Customer shall also pay to Frame One immediately upon demand all fees, costs and expenses (including reasonable attorneys’ fees) that Frame One incurs in connection with collecting the amounts due under the invoice.