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Terms of Use

In these Terms of Service:

“Fraim”, "we", "us" or the "Company" are references to Fraim Pty Ltd (ABN 19 661 995 517).
“You” and “your” are references to the person using the Sites, Services and/or Additional Services, and includes the Customer (as defined below).

These Terms of Service ("Terms") govern your access to and use of:

a) The Fraim website https://fraim.com/ and any related websites owned or operated by us (the "Sites").
b) The Fraim services offered through the Sites, cloud, mobile app, or any other means (the "Services").
c) Any additional services or products provided by Fraim in connection with the Services (the "Additional Services").

These Terms constitute a legal agreement between you and Fraim.

Who can use these services?

a) Individuals: You can use the Services on your own behalf.

b) Businesses: If you're using the Services in the course of your employment or for the benefit of another entity, you confirm that:

i) You have the authority to bind your employer or that entity to these Terms.

ii) You agree to the Terms on their behalf, and the Terms will apply to them.

How do we know you're an authorised representative?

We may consider you an authorised representative of your employer or another entity if:

a) You use their email address to register for the service.

b) You have admin privileges (defined later in these Terms).

By using the Services, you agree to these Terms. Please read these Terms carefully before using the Services. We may update these Terms from time to time. We'll let you know if any changes are made. Your continued use of the Sites, Services and/or Additional Services after being notified of the changes signifies your acceptance of the updated Terms.

  1. Our Services

    1.1. Our Services

    The Fraim cloud-based services encompass our platforms, products, applications, application programming interface (API), tools, and any additional or supplementary Fraim products and services (including upgrades, as defined later). We offer these Services online and through a mobile application.

    1.2. Changes to Services

    We may add, modify, or discontinue any feature, functionality, or tool within the Services or Sites. However, if we make a significant change that has a material negative impact on the core functionality of the Services, we'll notify you by posting an announcement on the Sites, through the Services, or by email.

    1.3. Future Updates and Improvements

    Your purchase of the Services or Third-Party Services (defined later) is not contingent upon us delivering any future releases of functionalities, features, or services. This includes, but is not limited to:

    a) Continuing certain Services or Additional Services (defined later) beyond your current subscription term.

    b) The continued availability of Third-Party Services.

    c) Any public comments we make, written or verbal, regarding future functionalities, features, or services.

    1.4. Age Requirement

    To access and use the Sites and/or Services, you represent and warrant that you are at least sixteen (16) years old. The Sites and/or Services are intended for individuals aged sixteen (16) or older. We reserve the right to request proof of age at any time to verify compliance with this requirement.

    1.5. Technical Support and Uptime (Enterprise Tier Only)

    If you purchased an eligible enterprise tier subscription, you'll be entitled to priority support and an uptime commitment from Fraim in relation to the Services, as outlined in the Service Level Agreement (SLA), which may be updated periodically.

  2. Your Use of the Services

    2.1. Grant of Use

    Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, limited right to access and use the Services for your personal or internal business use only.

    2.2. Restrictions on Use

    You agree not to:

    (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or any other proprietary information from the Services (except to the limited extent permitted by applicable law);

    (b) modify, translate, or create derivative works of the Services;

    (c) remove, obscure, or alter any trademarks or logos of Fraim (or our licensors) from the Services;

    (d) use the Services for any illegal or unauthorised purpose;

    (e) interfere with or disrupt the security of the Services or any server, network, or computer system related thereto;

    (f) use the Services to send spam, unsolicited marketing emails, or other promotional materials;

    (g) collect, use, or disclose any personal data of other users of the Services in violation of our Privacy Policy;

    (h) use the Services in a manner that could damage, disable, overburden, or impair the Services or any server, network, or computer system related thereto; or

    (i) sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any part of the Services or Sites to any third party, or use the Services in any service bureau arrangement.

    2.3. User Content

    You are solely responsible for any content or data you upload, transmit, or store through the Services ("User Content"). You retain all ownership rights to your User Content. By uploading or transmitting User Content to the Services, you grant Fraim a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, publish, and distribute your User Content solely for the purpose of providing the Services to you.

    2.4. Third-Party Services

    The Services may contain links to or integrations with third-party websites, services, or applications ("Third-Party Services"). We do not endorse or control Third-Party Services, and we are not responsible for the content, functionality, or security of any Third-Party Services. Your use of Third-Party Services is at your own risk.

    2.5. Termination

    We may terminate your access to and use of the Services at any time, for any reason, or no reason, with or without notice.

  3. Account Registration and Administration

    3.1. Creating Your Account

    To access the Services for the first time, you'll need to create an account ("Account"). By registering and creating an Account, you (or your employer/entity, if applicable) become a Fraim customer ("Customer"). The first user who creates an Account automatically becomes the Account administrator ("Admin"). See Section 3.4 for more details on Admin roles.

    3.2. Registration Information

    When creating your Account or adding a user profile ("User Profile") to an existing Account, you agree to:

    a) Provide accurate, complete, and current information.

    b) Keep your password confidential and secure.

    c) Take full responsibility for payment of all applicable Fees, and all activities that occur under your Account, User Profile, and password, including integrations and use of third-party products or services.

    d) Notify us promptly if you become aware of any unauthorised access or use of your Account, User Profile, or a breach of these Terms.

    We may assume that any communication received under your User Profile originates from you. You are solely responsible for any losses, damages, or expenses incurred by us or a third party due to unauthorised use of your Account.

    3.3. User Verification

    You understand and agree that we may require verification information to confirm your identity and ensure the security of your Account and User Profile. In case you or an Admin loses access or requests information about an Account, we reserve the right to request verification or information (including a release) before restoring access or providing information.

    3.4. Account Administrators (Admins)

    Admins are authorised representatives of the Customer. Any decision or action taken by an Admin is deemed a decision or action of the Customer. Here's what Admins can do on behalf of the relevant Customer:

    • Control use of the Account.

    • Purchase, upgrade, or downgrade Services.

    • Create, monitor, or modify User actions and permissions.

    • Manage access to, control, remove, share, or modify Customer Data (defined later).

    • Assign certain privileges to other Users.

    • Integrate or disable integration with Third-Party Services.

    3.5. Account Users

    There are various user types that may be assigned within an Account, including users, managers, senior managers, and others. These, along with Admin(s), are collectively referred to as "Users." The features, functionalities, and privileges available to Users depend on their user role, the Services, offering, and Subscription Plan governing the Account. Admins are responsible for assigning Users the appropriate type. Assigning Users incorrectly may result in Fraim reassigning user types, imposing additional restrictions, or charging extra fees.

    3.6. Customer Responsibility for Users

    The Customer is solely responsible for understanding the settings, privileges, information access and controls for the Services and managing access to services and information. This includes determining who can be a User, their settings and privileges, and their ability to invite or add other Users (paid or unpaid), incur charges on the Account, access, modify, or share information, etc. The Customer is responsible for the activities of all Users, including Order Forms they may place and how Users use Customer Data, even if those Users are not from the Customer's organisation or domain. Additionally, the Customer acknowledges that any action taken by a User of their Account is considered authorised by the Customer.

  4. Customer Data

    4.1. Customer Data

    Customer Data refers to any data, files, text, images, reports, personal data, or other content uploaded, submitted, transmitted, or otherwise made available through the Services by you or any User. This includes data processed by us on the Customer's behalf. It's important to note that Anonymous Information is not considered Customer Data.

    4.2. Ownership and Use of Customer Data

    The Customer retains all ownership rights, titles, and control over Customer Data submitted to the Services via the Account. Subject to these Terms, the Customer grants us a limited, worldwide, royalty-free licence to store, access, use, process, copy, distribute, perform, export, and display Customer Data. This includes the right to make modifications and derivative works, but only to the extent necessary for displaying the data within the Services.

    This licence is granted solely for the following purposes:

    • Maintaining and providing the Services.

    • Preventing or addressing technical, security, or fraud issues, and resolving support requests.

    • Investigating potential violations of these Terms based on a good faith belief or a complaint.

    • Complying with legal requirements and/or lawful requests.

    • As expressly permitted by the Customer in writing.

    4.3. Responsibility for Customer Data Compliance

    You represent and warrant that:

    a) You have obtained all necessary rights, licences, consents, and permissions to grant us the rights mentioned above for any Customer Data you submit through the Services, and that we may lawfully receive, store and use the Customer Data for the purposes outlined above.

    b) The Customer Data complies with our Acceptable Use Policy.

    c) Your submission, use, and our use of the Customer Data, as outlined in these Terms, will not:

    i) Infringe on any intellectual property, privacy, data protection, or publicity rights of any third party.

    ii) Violate any applicable local, state, federal, or international laws, regulations, or conventions, including those related to data privacy and transfer.

    iii) Violate any of your or a third party's policies governing the Customer Data.

    4.4. Responsibility and Liability

    Beyond our security and data protection obligations outlined in Section 6, we assume no responsibility or liability for Customer Data. You are solely responsible for your Customer Data and the consequences of using, disclosing, storing, or transmitting it. We do not monitor or moderate Customer Data, and you cannot hold us liable for not doing so.

  5. Intellectual Property Rights

    5.1. Our Ownership

    The Services and Sites, including materials like software, APIs, app frameworks, designs, text, documentation, photographs, audio/video clips, artwork, and logos (excluding Customer Data), along with any underlying technology, know-how, and intellectual property (collectively, “Fraim Materials”), are the property of Fraim and its licensors. These are protected by applicable copyright and intellectual property laws and treaties. As between you and Fraim, Fraim retains all rights, titles, and interests, including all intellectual property rights, in and to the Fraim Materials.

    5.2. Customer Reference

    You acknowledge and accept that Fraim has the right to use your company name and logo to identify you as a customer or User on Fraim's Sites, marketing materials, or public announcements (including earnings statements, shareholder materials, marketing collateral etc.).

    5.3. Feedback

    As a User, you may provide suggestions, comments, feature requests, or other feedback on the Fraim Materials, Services, API, and/or Sites ("Feedback"). This Feedback is considered an integral part of the Fraim Materials and becomes the sole property of Fraim without restrictions on use. Fraim may choose to implement or reject your Feedback. You represent and warrant that the Feedback is accurate, complete, and does not infringe on any third-party rights. You irrevocably assign any right, title, and interest you may have in the Feedback to Fraim and waive any and all claims relating to any past, present, or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.

  6. Privacy and Security

    6.1. Security Measures

    Fraim will use reasonable efforts to implement security measures and procedures to help protect your Customer Data. You can learn more about these measures on our Security Page, which is updated periodically.

    6.2. Privacy Policy

    When you access or use the Services and Sites, we may collect, access, use, and share certain Personal Data (as defined in our Privacy Policy) from or about you. Please read our Privacy Policy, for a detailed explanation of our data collection and use practices.

    6.3. Analytics Data

    We may collect, use, and publish Analytics Data (defined below) related to or generated by your use of the Services and/or Sites. This information may be disclosed for various purposes, including:

    a) Providing, operating, improving, and publicising our products and services, including the Sites and Services.

    b) Pursuing other business objectives.

    "Analytics Data" refers to information generated by Fraim relating to how the Sites and Services are used, including such data aggregated from multiple customer accounts. Analytics Date does not include any information that can be used to identify an individual. Fraim owns all Analytics Data.

  7. Third-Party Services and Links

    7.1. Using Third-Party Services

    The Services allow you to connect with and use certain third-party services, products, apps, and tools ("Third-Party Services"). These may include third-party applications, widgets offered through our integrations, or services you choose to connect through our API.

    7.2. Independent Relationships

    You acknowledge that we act as a platform connecting you with Third-Party Services. We do not endorse them and are not responsible for their actions. Your relationship with these services, including payment, use, data collection, and processing, is governed by a separate agreement between you and the Third-Party Service provider ("Third-Party Agreement"). We are not a party to this agreement and are not responsible for your or the provider's compliance with it.

    7.3. Data Integration and Your Customer Data

    You may enable integrations between your Account and Third-Party Services. This allows data exchange, transmission, modification, or removal, including your Customer Data. The scope of this data exchange is determined by the specific integration settings. You acknowledge that any access, collection, transmission, processing, storage, or other use of data, including Customer Data, by a Third-Party Service is governed by the Third-Party Agreement and their privacy policy. We are not responsible for any such actions by Third-Party Services or their privacy and security practices.

    By integrating or using Third-Party Services, you agree to:

    a) Be solely responsible for complying with applicable privacy restrictions, laws, and regulations regarding your use of Third-Party Services and your data activities.

    b) Understand that activities and data use by you or other Users within the Account may result in data modification or removal, both in your Account (Customer Data) and the integrated Third-Party Services. We have no obligation for any such changes.

    7.4. Use Conditions and Limitations

    Both we and Third-Party Services may impose additional conditions or limitations on your access and use of certain Third-Party Services. These limitations may include quotas on the number of actions or other uses. These conditions will be indicated within the Services, the Third-Party Services, or otherwise notified to you or other relevant Users.

    7.5. Payment for Third-Party Services

    Third-Party Services may be offered for free or for a fee charged by the Third-Party Service or by us. We will clearly indicate any fees associated with Third-Party Services, unless they are included in your Fees.

    7.6. Payment Processing

    • If we charge you on behalf of a Third-Party Service, we act as an intermediary for collecting fees and taxes. Payment-related issues, including fees, renewals, and refunds, are governed by the Third-Party Agreement.

    • If we charge you for Services and Third-Party Services are included, payment terms, including fees, renewals, and refunds, are governed by these Terms.

    7.7. Changes in Fees

    Both we and Third-Party Services may change fees associated with their services, including imposing new charges on previously free services.

    7.8. Discontinuation of Third-Party Services

    Both we and Third-Party Services reserve the right to discontinue or suspend the availability of any Third-Party Services for any reason and without obligation to provide any explanation or notice. This may result in the inability to utilise certain features and actions of the Third-Party Services along with our Services.

    7.9. Links to Third-Party Websites

    The Sites, Services, and/or Third-Party Services may contain links to websites not owned or controlled by us ("Links"). We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. You are solely responsible for your use of and linking to third-party websites and any content you may send or post to them. We encourage you to read the terms and conditions and privacy policy of each third-party website you visit.

    7.10. Limitations of Liability

    We are not responsible for any links or Third-Party Services, including their operability, interoperability with our Services, security, accuracy, reliability, data protection practices, or the quality of their offerings. We are also not responsible for any acts or omissions by third parties. By accessing and/or using Third-Party Services, you acknowledge that you do so at your own risk and are solely responsible for ensuring they meet your needs.

  8. Subscription, Fees, Upgrades and Renewals

    8.1. Order Form

    You can purchase the Services through an order form, such as a sales order or a purchase document. This form, completed and placed online, in-product, offline, or as otherwise designated by us ("Order Form"), will list details like the Services ordered, associated fees, subscription plan and term ("Subscription Term" and "Subscription Plan," respectively). If you provide us with a purchase order related to an Order Form, it's considered to incorporate these Terms. Any terms in your purchase order regarding the Services will have no effect.

    8.2. Subscriptions

    Unless stated otherwise in an Order Form, the Services are provided on a subscription basis for the term specified in the Order Form, based on the chosen Subscription Plan ("Subscription").

    8.3. Fees

    In exchange for the Services (excluding Trial Services), you will pay us the applicable fees set forth in the Order Form ("Fees"). Unless otherwise stated, Fees are in Australian dollars. You authorise us (directly or through our payment processor or affiliates) to charge these Fees using your selected payment method on the due date, or you can remit payment to us directly. Fees are non-cancelable and non-refundable unless expressly stated herein. We reserve the right to change the Fees at any time, with notification if it affects your existing subscriptions upon renewal. If we fail to collect Fees owed, we may (but are not obligated to) retry collection later or suspend/cancel your Account.

    8.4. Taxes

    The Fees, unless expressly stated otherwise, exclude any taxes (including GST, VAT, sales tax, use tax, excise, etc.), levies, or duties imposed regarding these Terms and the purchase or sale of Services ("Taxes"). If your jurisdiction requires you to deduct or withhold Taxes from any amounts due to us, you should notify us promptly in writing. We will work together to avoid or reduce Tax withholding. However, you are solely responsible for paying such Taxes, which are considered on top of the Fees payable by you.

    8.5. Upgrades

    You can upgrade or enhance your Services by:

    a) Adding Users.

    b) Upgrading to a higher Subscription Plan.

    c) Adding additional services, products, features, or functionalities.

    d) Upgrading to a longer Subscription Term.

    Some upgrades may be considered new purchases, restarting the Subscription Term for all or some of the Services, while others may not. This will be indicated within the Services and/or the Order Form. Upon upgrade, you will be billed for the applicable additional Fees at our then-current rates (unless indicated otherwise in an Order Form). This can be:

    a) Prorated for the remainder of the current Subscription Term.

    b) For restarts of the Subscription Term, the Fees already paid will be deducted from the new upgraded Fees, with the difference due upon Upgrade.

    8.6. Adding Users

    Any changes to the number of Users may restart the Subscription Term for all or some of the Services. You will be billed for the additional Fees at our then-current rates, with the Fees already paid deducted from the new Fees, unless otherwise agreed in an Order Form (in which case Users will be added for the remainder of the Subscription Term on a prorated basis). We will bill you upon the Users increase, unless otherwise agreed.

    8.7. Excessive Usage

    If we reasonably believe that you or your Users have misused the Services or used them excessively compared to the anticipated standard use, we may set restrictions on your use of the Services. These may include restrictions on:

    a) Third-Party Services.

    b) Network traffic and bandwidth.

    c) Size and/or length of content.

    d) Content quality and/or format.

    e) Content sources.

    f) Download volume, time, etc.

    8.8. Billing

    As part of registering or submitting billing information to the Services, you agree to provide us with updated, accurate, and complete billing information. You authorise us (directly or through our affiliates or other third parties) to charge, request, and collect payment (or otherwise charge, refund, or take any other billing actions) from your designated payment method or banking account. We may make inquiries to validate your designated payment account or financial information to ensure prompt payment, including receiving updated payment details from your credit card company or banking account.

    8.9. Subscription Auto-Renewal

    To ensure uninterrupted service, your Subscription includes automatic renewal by default. Unless you cancel your Subscription before it expires (with at least 30 days' notice for annual Subscriptions, unless otherwise permitted by Fraim), your Subscription will automatically renew at the end of the current Subscription Term for a renewal period equal to the original term and at the same price (excluding any discounts or promotions offered for the first term, and subject to applicable tax changes). We will attempt to automatically charge you the applicable Fees upon or immediately before the expiration of the Subscription Term. To avoid automatic renewal, cancel your Subscription before it expires through your Account settings or by contacting our Customer Success team. Cancelling during a Subscription Term will prevent renewal for an additional period, but you will not receive a refund or credit for any unused portion of the current Subscription Term.

    8.10. Discounts and Promotions

    Unless a separate agreement states otherwise, if you received a discount or other promotional offer, be aware that upon renewal, your Subscription will be renewed at the full applicable Fee at the time of renewal.

    8.11. Credits

    Any credits applied to your Account for the Services ("Credits") will expire upon the earlier of:

    a) The expiration or termination of the applicable Subscription under which the Credits were given.

    b) 90 days after the Credits were accrued for a Trial Services Account that was not upgraded to a Subscription Plan.

    Credits can only be used for the respective Services, not for Third-Party Services or other payments. When fees are due, accrued Credits will be applied first, with the remaining balance charged to your payment method. Credits have no monetary value (except for purchasing Services under these Terms) and cannot be exchanged, transferred, or refunded.

    8.12. Payment through Partner

    If you purchased Services from a Fraim authorised reseller, distributor, or approved intermediary ("Partner"), and there's a conflict between these Terms and your agreement with the Partner (including any purchase order), these Terms will prevail between you and Fraim. Any rights granted to you or your Users in your agreement with the Partner that are not included in these Terms apply only between you and the Partner. You must seek enforcement of such rights solely with the Partner, not Fraim. Your access to the Services is subject to our receipt of payment from the Partner. We reserve the right to bill you directly for the Fees at any time.

  9. Refunds and Chargebacks

    9.1. Refunds

    If you are not satisfied with your first purchase of the Services (your "Initial Purchase"), you may terminate it within 30 days of the purchase by providing us written notice within this "Refund Period." Upon termination within the Refund Period, we will refund you the prorated portion of any unused and unexpired Fees pre-paid for the terminated Services, in the same currency we were originally paid ("Refund"). This applies only to the Initial Purchase and not to additional purchases, upgrades, modifications, or renewals (even if made during the Refund Period). Please note:

    a) We are not responsible for refunding any differences caused by currency exchange rates or fees charged by third parties (e.g., wire transfer fees). b) We reserve the right to reject your Refund request if we reasonably believe that the cancellation notice was given in bad faith or to avoid payment for Services used. Subject to the above, upon termination by you under this Section 9.1, all outstanding payment obligations for used Services become immediately due. You will promptly remit any fees owed to us under these Terms.

    9.2. Chargebacks

    If we experience a decline, chargeback, or other rejection of a payment for Fees due ("Chargeback"), this will be a breach of your payment obligations under these Terms. We may then suspend, disable, or terminate your access to the Services, in accordance with these Terms.

  10. Trial Services and Pre-Released Services

    10.1. Trial Services and Free Versions

    We may occasionally offer a free trial of all or part of our Services, or a free Subscription Plan with limited functionality and duration ("Trial Services"). The Trial Services' term will be communicated within the Services themselves, in an Order Form, or through a separate written notice from us. Either you or we can terminate the Trial Services at any time, for any reason or no reason. We reserve the right to modify, cancel, and/or limit Trial Services at any time, with or without notice, and without any liability or explanation. We may also change the account web address associated with Trial Services upon termination, without prior notice.

    10.2. Pre-Released Services

    We may sometimes offer Services or parts of Services as Alpha or Beta versions ("Pre-Released Services"). We will do our best to clearly identify these Pre-Released Services. Pre-Released Services are still under development and may be incomplete, contain bugs, experience disruptions, or not function as intended.

    10.3. Governing Terms of Trial Services and Pre-Released Services

    These Terms, including any relevant Specific Services Terms, govern Trial Services and Pre-Released Services. However, there are some exceptions for Trial Services and Pre-Released Services:

    a) They are licensed as "As-Is," "With All Faults," and "As Available," with no warranties of any kind, expressed or implied.

    b) The indemnity undertaking in Section 15 does not apply.

    c) Our maximum total aggregate liability (and the liability of our affiliates and third-party service providers) under these Terms (including the Sites, Services, and Third-Party Services) is capped at US$100 for Trial Services and Pre-Released Services. We make no promises that Trial Services or Pre-Released Services will be available to you or generally available.

  11. Term, Termination and Suspension

    11.1. Term

    These Terms become effective on the "Effective Date" and remain in effect until the end of all your Subscriptions to the Services (paid or unpaid) associated with your Account, unless terminated earlier as permitted under these Terms.

    11.2. Termination for Cause

    Either you or we may terminate the Services and these Terms for cause by providing written notice to the other party. Here are the reasons for termination for cause:

    a) A material breach of these Terms that is not cured within a reasonable period (at least 10 days) after written notice from the non-breaching party. However, termination by you only applies to the specific Services where the breach occurred.

    b) The other party ceases business operations or becomes subject to insolvency proceedings that are not dismissed within 45 days.

    11.3. Termination by You

    You may terminate your Subscription to the Services at any time by cancelling the Services or deleting your Account. However, this termination will not relieve you of your obligation to pay any applicable Fees incurred prior to termination, except for terminations made within the Refund Period (as defined in Section 9). Following Section 9, unless we agree otherwise in writing, termination of your Subscription will take effect at the end of the then-current Subscription Term.

    11.4. Effect of Termination of Services

    Upon termination or expiration of these Terms, your Subscription and all rights granted to you hereunder will terminate. We may also change the associated Account web address. You are solely responsible for exporting your Customer Data before termination or expiration. If you don't delete your Customer Data from your Account, we may continue to store and host it until we or you (at our sole discretion) delete it. During this time, you may have limited access to the Services in "Read-Only Mode" to export your Customer Data. However, we are under no obligation to maintain this Read-Only Mode period, and we may terminate it at any time, with or without notice. Following termination of Read-Only Mode, your Customer Data will be deleted. You acknowledge your responsibility to export and/or delete your Customer Data before termination or expiration. We will not be liable to you, any User, or any third party for any related issues.

    11.5. Survival

    The following sections, and any others intended to survive by their nature, will continue to be in full force and effect after the termination or expiration of these Terms:

    a) 3.6 (Customer Responsibility for Users).

    b) 4 (Customer Data).

    c) 6 (Privacy and Security).

    d) 7 (Third-Party Services and Links).

    e) 8 (Subscription, Fees, Upgrades and Renewals).

    f) 10.3 (Governing Terms of Trial Services and Pre-Released Services).

    g) 11 (Term, Termination and Suspension).

    h) 12 (Confidentiality).

    i) 13 (Warranty Disclaimer).

    j) 14 (Limitations of Liability).

    k) 15 (Indemnification).

    l) 18 (Governing Law and Jurisdiction).

    m) 19 (General Provisions).

    11.6. Suspension

    In addition to our termination rights, we may also temporarily suspend your Account, User Profiles (including access), and/or the Services in the following situations:

    a) We reasonably believe that you or a third party are using the Services in a way that could create a security risk, harm us or a third party, or cause us or a third party any legal liability.

    b) We reasonably believe that you or a third party are using the Services in violation of these Terms or applicable law.

    c) Your payment obligations under these Terms are overdue.

    d) You or one of your Users violate the Acceptable Use Policy.

    These suspension rights are in addition to any other remedies available to us under these Terms or applicable law. We will provide as much notice as we reasonably can prior to exercising our rights under this clause.

  12. Confidentiality

    12.1. Confidential Information

    In connection with these Terms and your use of the Services (including any evaluation period), each party (“Disclosing Party”) may share non-public business, product, technology, and marketing information with the other party (“Receiving Party”). This “Confidential Information” includes, but is not limited to, customer lists and information, know-how, software, and any other non-public information that is either identified as confidential or should be considered confidential given the nature of the information and the disclosure situation. This applies to information disclosed before or after the Effective Date.

    To clarify:

    a) Your Customer Data is considered your Confidential Information.

    b) Our website, Services (including Trial and Pre-Released versions), underlying technology, performance information, any data, reports, and materials we provide to you related to your evaluation or use of the Services, are considered our Confidential Information.

    Exclusions from Confidential Information:

    a) Information that becomes public knowledge without a breach of any obligation to the Disclosing Party.

    b) Information known to the Receiving Party before disclosure by the Disclosing Party, without a breach of any obligation.

    c) Information received from a third party without a breach of any obligation to the Disclosing Party.

    d) Information independently developed by the Receiving Party without using or referencing the Confidential Information.

    12.2. Confidentiality Obligations of the Receiving Party

    The Receiving Party agrees to:

    a) Take reasonable measures to prevent unauthorised disclosure or use of Confidential Information.

    b) Limit access to Confidential Information to employees, affiliates, service providers, and agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this section.

    c) Not use or disclose any Confidential Information to any third party except as necessary to perform under these Terms, or as required to be disclosed to legal or financial advisors of the Receiving Party, or in connection with a due diligence process. In these cases, any such disclosure must be governed by confidentiality obligations at least as restrictive as those in this section.

    12.3. Compelled Disclosure

    Confidential Information may be disclosed pursuant to a court order, administrative agency, or other governmental body. However, if legally permissible, the Receiving Party will make its best effort to provide prompt written notice of such an order or requirement to the Disclosing Party. This allows the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

  13. Warranty Disclaimer

    Nothing in these Terms has the effect or excluding or limiting any right you may have under the Australian Consumer Law.

    13.1. No Warranties for the Sites and Services

    Subject to your rights under the Australian Consumer Law, the Sites and Services are provided "as is," "with all faults," and "as available", and we do not warrant that the Sites or the Services will be suitable for your intended use or achieve any particular outcome.

    13.2. No Warranties for Uptime, Security, or Errors

    Subject to your rights under the Australian Consumer Law, we do not warrant that the Services and Sites, including access and use thereof, will always be available, be uninterrupted, timely, secure, error-free, or that data will not be lost, defects will be corrected, or that the Sites and/or Services are free of viruses or other harmful code.

    13.3. No Warranties for Completeness, Accuracy, or Compatibility

    Subject to your rights under the Australian Consumer Law, we do not warrant that the Services and Sites (or any portion thereof) are complete, accurate, of any certain quality, reliable, suitable for, or compatible with any of your contemplated activities, devices, operating systems, browsers, software, or tools (or that it will remain so at any time), or comply with any laws applicable to you.

  14. Limitation of Liability

    14.1. Limited Liability for Damages

    Notwithstanding anything else in these terms or anywhere else, and to the fullest extent permitted by law, neither party will be liable under these Terms or for any related claim for:

    a) Indirect, exemplary, special, consequential, incidental, or punitive damages.

    b) Lost profits, costs, or anticipated savings.

    c) Loss of or damage to data, use, business, reputation, revenue, or goodwill.

    d) Failure of security measures or protections, or.

    e) Events outside of the party’s reasonable control.

    14.2. Maximum Liability

    Except for the indemnity obligations in Section 15 (Indemnification), your payment obligations under these Terms, or a breach of our Acceptable Use Policy by you or one of your Users, the total liability of a party under these Terms is limited to the total amount of Fees you actually paid (if any) during the 12 consecutive months preceding the event that caused the liability. This limitation of liability is cumulative and applies to all incidents, not just individual ones.

  15. Indemnification

    15.1. Indemnification by Customer

    You agree to indemnify, defend, and hold harmless Fraim, its affiliates, officers, directors, employees, and agents from any and all claims, damages, obligations, liabilities, losses, reasonable expenses, or costs (collectively, "Losses") arising from:

    a) A third-party claim based on your or your Users' violation of these Terms or applicable law; or

    b) Your Customer Data, including its use by Fraim or its subcontractors, infringing or violating any third-party rights, such as intellectual property, privacy, or publicity rights.

    15.2. Indemnification by Fraim

    Fraim agrees to defend you, your affiliates, officers, directors, and employees against any third-party claim alleging that your authorised use of the Services infringes on a copyright, trademark, or registered patent (an "IP Claim"). We will indemnify you and hold you harmless against any damages and costs awarded by a court or agreed to in a settlement we approve, including reasonable attorneys' fees. Our indemnification obligations under this Section 15 do not apply to:

    a) Services (or any part) modified by you, your Users, or a third party, if the modification caused the IP Claim.

    b) Services used in combination with other services, devices, software, or products (including Third-Party Services), if the combination caused the IP Claim.

    c) IP Claims arising from your Customer Data or events giving rise to your indemnity obligations under Section 5.1.

    If we believe the Services may infringe, we may, in our sole discretion:

    a) Obtain the right for you to continue using the Services (at no additional cost).

    b) Replace or modify the infringing part of the Services to be non-infringing while maintaining substantially equivalent performance.

    c) If the above remedies are unavailable, require you to stop using the (allegedly) infringing Services (or part thereof). In this case, you will receive a prorated refund of any Fees paid for the unused portion of the Subscription Term.

  16. Open Source Software

    Our Services may include code and libraries from third-party open-source projects ("Open Source Code"). These components are licensed under their own terms ("Open Source Terms"). Open Source Terms may supersede these Terms. In some cases, the Open Source Terms may take precedence over conflicting terms in these Terms, including the licence terms. We make our best effort to identify all Open Source Code used in the Services. We use our best efforts to select Open Source Code that does not impose additional obligations on you or affect your Customer Data or related intellectual property beyond what is stated in the Open Source Terms and these Terms. This applies to typical use of the Services, which does not involve modification, distribution, or independent use of the Open Source Code. We make no warranties for Open Source Code. We do not provide any warranties or indemnities related to Open Source Code used in the Services.

  17. Updates to these Terms

    We may occasionally update these Terms for legitimate reasons, such as:

    a) Adding new features or functionality to the Services.

    b) Making technical adjustments.

    c) Fixing typos or errors.

    d) Complying with legal or regulatory requirements.

    e) Addressing any other issue we deem necessary.

    For significant changes we will notify you in a way that is appropriate to the circumstances. This may involve a prominent notice within the Services or an email notification. Your continued use of the Services after the changes are implemented signifies your acceptance of the revised Terms.

  18. Governing Law and Jurisdiction

    These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Victoria, Australia. Courts located in Victoria, Australia, shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms, and you consent to the jurisdiction of those courts.

  19. General Provisions

    19.1. Interpretations

    Headings, captions, and section titles are for convenience only. They don't change the meaning of these Terms and are not legally binding.

    19.2. Force Majeure

    Neither party will be liable for delays or failures caused by events outside their reasonable control. This may include denial-of-service attacks, internet or utility outages, third-party hosting failures, strikes, shortages, riots, fires, natural disasters, war, terrorism, or government action.

    19.3. Independent Contractors; No Third-Party Beneficiaries

    We are independent contractors. These Terms and the Services do not create a partnership, franchise, joint venture, agency, fiduciary relationship, or employment relationship. There are no third-party beneficiaries to these Terms.

    19.4. Notices

    We will use your contact information on file to send you notices as required by these Terms. Our contact information for notices is listed below. You acknowledge that we may provide notices electronically through the Services (website posts, account posts), text messages, in-app notifications, email, phone calls, or mailed deliveries. Electronic notices satisfy any legal notification requirements. Notices to you are deemed received upon the earlier of (i) receipt or (ii) 24 hours after delivery. Notices to us must be sent to Fraim Pty Ltd., Attn: Legal, at info@fraim.ai, or to the following address: level 2, 351 Elizabeth St, Melbourne, VIC, 3000.

    19.5. Assignment

    You may not assign your rights under these Terms without our written approval, which we will not unreasonably withhold.

    19.6. Severability

    If any provision of these Terms is found to be illegal, that provision will be modified by a court to achieve the original intent as much as possible, and the remaining provisions will remain in effect.

    19.7. No Waiver

    A party's failure to exercise a right under these Terms does not constitute a waiver of that right. Any waiver must be in writing and signed by an authorised representative of the party granting the waiver.


hello@fraim.ai

351 Elizabeth St, Melbourne, AUS

© Fraim 2024. All Rights Reserved.

hello@fraim.ai

351 Elizabeth St, Melbourne, AUS

© Fraim 2024. All Rights Reserved.

hello@fraim.ai

351 Elizabeth St, Melbourne, AUS

© Fraim 2024. All Rights Reserved.