{ Frameless }

FRAMELESS LICENSE AGREEMENT

THIS IS A LEGAL DOCUMENT BETWEEN YOU AND FRAMELESS B.V. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING FRAMELESS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS FRAMELESS LICENSE AGREEMENT WHETHER OR NOT YOU DECIDE TO PURCHASE THE SOFTWARE. IF YOU DO NOT AGREE, YOU ARE NOT LICENSED TO USE THE SOFTWARE, AND YOU MUST DESTROY ANY COPIES OF FRAMELESS SOFTWARE IN YOUR POSSESSION OR CONTROL. FRAMELESS THANKS YOU FOR TAKING THE TIME TO READ AND UNDERSTAND THIS LICENSE AGREEMENT.

This Frameless License Agreement is a legal document between You and Frameless BV, a private limited liability company under Dutch law, with its principal place of business at Graaf Adolflaan 52, 3818 DD Amersfoort, the Netherlands (“Frameless”). The Frameless License Agreement applies to Frameless Software, upgrades and support services.

1. Evaluation License

Before purchasing Frameless Software, You are invited to install and execute Frameless Software free of charge (for a period of 30 days from the date of Download) for evaluation testing and demonstration purposes and for determining whether Frameless Software meets Your requirements and whether You desire to continue using Frameless Software.

On or before expiry of the thirty days period you may choose to:

  • continue to use Frameless Software for production purpose and pay the appropriate Yearly Subscription Fee for Developer License, as described in Section 3, and/or
  • continue to use Frameless Software under the license for Personal and Non-Commercial use as described in Section 2, or
  • terminate the license in accordance with Section 10.

Any version of Frameless Software labeled “Pre-release” or “Beta” are provided to you under Section 1 Evaluation License.

If you provide any feedback to Frameless regarding the evaluation or testing of Frameless Software, you grant to Frameless the irrevocable right to use, copy and distribute such feedback.

Evaluation License is provided “As is” without any warranty or support of any kind.

2. Personal and Non-Commercial License

You may, without paying a yearly subscription fee, use Frameless Software for the purpose(s) of developing, testing, prototyping and/or demonstrating website(s) for your personal and non-commercial use. In such case, Frameless Software is made available “As Is” without warranty or support of any kind.

You may not use Frameless Software for creating websites or developing and/or distributing applications as part of commercial or revenue-generating business activities or other work-related use of the Software. If you intend to do so, You must pay the appropriate subscription fees and comply with the term of this Frameless License Agreement.

3. Developer License

Subject to the payment of the appropriate yearly subscription fee for Developer License, You may during the subscription term:

a) install and use Frameless Software for the number of named developers paid for as described in the Order Form. A named developer is a distinct person who can be an employee, an independent contractor or another temporary worker you authorized to use Frameless Software while performing his duties within the scope of their employment or assignment.

and

b) copy and distribute Frameless Software solely as part of a website You have created under the conditions provided below:

  • website must be content which is transferred over http or https protocol;
  • before installing and using Frameless Software, the recipient of the website must agree to license terms that protect Frameless Software at least as much as this Frameless License Agreement and in particular not to use Frameless Software other than as part of the website provided.
  • you will remain solely responsible to the website recipient for support, service, you will remain solely responsible to the website recipient for support, service, upgrades, or technical or other assistance.

4. Acknowledgment of Frameless Intellectual Property Rights

Frameless Software is licensed, not sold. All right, title, and interest in and to Frameless Software shall remain with Frameless or its licensors. Frameless Software is protected by applicable copyright and other intellectual property laws and treaties.

5. Copy and Back-Up

You may copy the Frameless Software solely for back-up and archival purposes.

6. Prohibited Use

Any use of Frameless Software other than explicitly permitted in this Frameless License Agreement is prohibited.

In particular, you may not attempt to (or permit others to):

  • distribute, incorporate or combine with other software in particular in any manner that would subject Frameless Software to the terms of a free software or open source license; and
  • create any derivative work of Frameless Software or any software product that directly or indirectly competes with Frameless Software by utilizing or incorporating Frameless Software.
  • lend, rent, lease, sublicense, transfer your right, distribute, outsource or otherwise transfer Frameless Software, or any portions of Frameless Software to anyone except to the limited extent specified in Section 3; and
  • reverse-engineer, decompile, disassemble, modify, incorporate or combine with other software, translate, make any attempt to discover the source code of Frameless Software.

7. Support

As part of the paid Yearly Subscription Fee, You will be entitled to receive support for Frameless Software in accordance with the support policy available online.

Frameless will retain at any time the right to amend the terms and conditions of Support.

8. Download

Frameless Software and any upgrade is made available by download at http://frameless.io/

9. Subscription Fees and Payment

Yearly Subscription Fees are for one year and based on the number of named developer specified in the applicable order form.

Named Developer cannot be replaced during a subscription term. Any additional named developers added during a subscription term will be charged for the monthly period remaining in the current subscription term set for in the order form.

Except as otherwise set forth in an order form, the Subscription term shall automatically renew for additional one year term, unless either parties gives the other written notice of non renewal at least 30 days prior to the end of the subscription term. All renewal subscription fees will be due annually on the applicable anniversary date and any pricing for subscription changes will be reflected on the invoice. Frameless reserves the right to modify the fees set forth in an order form in connection with subscription renewal of such order form by noticing you at least 60 days prior to the end of the subscription term.

Subscription fees are excluding of VAT and all withholding and other taxes.

Invoices shall be due and payable in full within thirty (30) days from date of invoice.

If you fail to pay the fees due within the period agreed to, legal trade interest shall be due on the outstanding amounts from the date of invoice.

10. Term/Termination

The term of this license is dependent upon the number of subscription years you purchase. The term commences on the date of your order and terminates one or more calendar years thereafter, subject to compliance with the terms of this Frameless License Agreement.

If You fail to comply with the terms and conditions of this Frameless License Agreement, this Agreement and your right and license to use Frameless Software will terminate immediately.

Upon the termination of this Frameless License Agreement, You must cease using Frameless Software and destroy any copy of Frameless Software in your possession.

Section 4, 6, 12, 13, 14 and the obligation to make a payment of any outstanding, unpaid fees shall survive termination or expiration of this Frameless License Agreement.

All licenses you have granted under Section 3 to Your website recipient, provided they are in accordance with the terms of this agreement shall continue in effect.

11. Usage Report/Audit

You agree to immediately notify Frameless if the number of named developers increase and pay any relevant additional fees in accordance with Section 9.

12. Limited Warranty

Frameless Software is a tool intended to be used by trained developers.

TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, THE SOFTWARE AND ANY RELEASE OR UPGRADES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. FRAMELESS DOES NOT WARRANT THAT FRAMELESS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ARE RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF FRAMELESS SOFTWARE.

13. Disclaimer of Damages and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FRAMELESS BE LIABLE FOR ANY LOST REVENUES OR PROFITS OR ANTICIPATED SAVINGS, GOODWILL, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY), EVEN IF FRAMELESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In particular, it is Your responsibility to test Frameless Software including upgrades and to establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.

In any event the maximum liability of Frameless for any DIRECT DAMAGE arising from, or relating to, this Frameless License Agreement shall not exceed the yearly subscription fee paid for the current subscription term.

This limitation applies to Frameless Software, upgrades and support services.

14. General

You may not assign or transfer this agreement without Frameless prior consent.

These provisions shall be governed by the laws of The Netherlands within the jurisdiction of the appropriate court of Utrecht. You acknowledge and agree that notwithstanding the foregoing Frameless may decide upon its total discretion that a claim or action under this license may be brought and shall be subject to the relevant local law or local competent courts which may have jurisdiction over You. The United Nations Convention on Contracts for the International Sales of Goods is hereby excluded from the application of this Agreement.

Should you have any question, exceptions or modifications request with respect to this Frameless License Agreement contact us directly at support@frameless.io