These “General Terms of Use” will apply to the use of Framme and technical services provided by Framme Group Oy Ab to its clients. Framme Group Oy Ab also operates under its brand names, trademarks and commercial sign Gravity, Gravity Nordic and Framme (hereinafter “Framme”).

Framme may also make available to its clients certain value-added services (“Additional Services”), which may be provided by Framme or by its strategic partners to the clients. In the event the Additional Services are subject to separate fee(s), the use of the Additional Services is subject to execution of additional Subscription Order/orders.

The Parties may also execute a partnership agreement for the strategic collaboration that relates to creative design, prototyping, sourcing, manufacturing, distribution of the materials and products. This agreement entitles the Clients to use Framme Store as a quotation channel for tangible products, related packaging (such as product labels) and creative services that are created under the partnership agreement and/or with third parties.

Definitions

• “Affiliate” means any person, organisations or other legal entity which controls, or is controlled by, or is under common control with Framme or the Customer.
• “Confidential Information” means trade secrets, technical data, process, technique, algorithm, program, design, drawing, strategy, business plan or financial data and shall include, but is not limited to discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagram, models, data, computer programs, marketing plans, customer names and intellectual property, that is marked as confidential or which should be understood to be confidential by its nature.
• “Customer” means the legal person that is party to this Agreement by execution.
• “Customer Data” means the data that Framme and its strategic partners possesses on behalf of the Customer for providing the services.
• “Customer Credentials” are the username and the password chosen by the Customer or other credentials granted to the Customer by Framme.
• “Customer Materials” means designs, fonts, typography, symbols, layout, logos and other designs, products, prototypes, collaterals and other material of the Customer.
• “Data Controller” means the entity that determines the purposes and means of the processing of data.
• “Data Processor” means any entity that processes the Personal Data on behalf of the Data Controller.
• “Data Protection Laws” means the data protection and privacy laws and regulation applicable to the processing of personal data under the agreement, including when applicable to EU Data Protection Laws.
• “EU Data Protection Laws” means i) prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council of protection of individuals with regard to processing of Personal Data and free movement of such data(“Directive”)and on after May 25, 2018 Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to processing of Personal Data and free movement of such data (“GPDR”), as may be amended, superseded or replaced.
• “Personal Data” means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.
• “Force Majeure” means causes beyond the reasonable control of the affected party and without fault of such party including (fires, earthquake, floods, embargoes, wars, acts of war, riots, strikes, lockouts, acts of God or acts, omissions, or delays in acting by any governmental authority).
• “Intellectual Property Rights” means any of the following rights existing in any part of the world; all patents, utility models, rights to inventions, copyright and neighbouring rights and related rights, rights in designs, trade and service marks, domain names, database rights, and all other intellectual property rights in each case whether registered or unregistered.
• “Programs” means the software programs, modules, tools, and other software products, and program documentation, which are subject to this Agreement. The programs are used in the management of the Customer specific projects in the variety of marketing campaigns, management of the collateral and other marketing material management, orders, logistics as set forth in this Agreement.  The specification of the Programs is attached to these terms of use as Appendix A, Programs specifications.
• “Store” means Framme technical platform that is owned and operated by Sam and the Brand and used by the Customer for the management of the Customer Materials and their delivery.
• “Technical Support Services” means any standard technical support (which is defined in the pricing list for each service package) and maintenance of the Programs and the use of the Store.

Rights granted, ownership and restrictions

Subject to Customer compliance with these terms of use, Framme gives Customer the right to use the Programs and receive Technical Services for Customers internal business operations. Customer may permit its agents and contractors to solely use the Portal and Services to provide services to the Customer and its Affiliates, provided that the Customer is responsible for their compliance with these terms of use.

Framme grants Customer a non-exclusive, non-assignable, royalty free license for the Programs provided under these terms of use to Customers internal business operations.

Framme retain all ownership and Intellectual Property Rights to the Programs and anything delivered as Technical Services.

The Customer may not modify any Program marking or Framme's proprietary rights, cause or permit reverse engineering, disassembly or recompilation of the Programs.

Customer retain all ownership and Intellectual Property Rights to the Customer Materials.

Use of the service
Framme has created [Store] which is used on a hosted software-as-a-service (SaaS) basis in the management of quotations after the user has created an account within Framme Store. This management operations include enquiries, quotations, order confirmations, approvals of production data, payments of the orders etc.

Framme may disclose this account information to its logistics partners provided however that all such personal information is treated as confidential information and in accordance with Section 7, Personal Data, Privacy and Data Protection and Section 11. Confidentiality below.

An account shall be created to the Customer for executing quotations including but not limited to additional orders for the production of Customer Materials. Upon request Framme shall delete all the personal and quotation information from Store and databases, excluding the information, which Framme is required to save e.g. for bookkeeping, or other legally required purposes.

The use of Framme Store for searching products, designs, etc. information without creating an account is entirely free. All the enquiries, quotations, orders, order confirmations etc. in such case are to be made through conventional channels like e-mail etc.

Framme may request identification information and proof of the Customer’s identification.

When giving the information, the Customer guarantees that the information is complete, up to date, accurate and truthful.

The Customer shall keep the Customer’s Credentials secret and shall not disclose them to unauthorised third parties.

Framme shall have the right, without prior notice, to lock a Customer’s Credentials and thus prevent the Customer’s access to its account if there is a reason to suspect an unauthorised use for example if the Customer:

• has not kept Customer’s Credentials secret;
• has shared with a third party the Customer’s Credentials in breach of these terms of service, or
• the customer has neglected the obligation, without undue delay, to inform about a loss of or an unauthorised party having a possession of or other unauthorised use of the Customer’s Credentials.
• the customer has not complied with these terms of use while working in Sam and the Brand´s environment

The price and product information shown in the Store are just referential and do not create any binding commitment between any of the parties using Framme Store. The quotation given by the tenderer to the Customer through Framme Store, e-mail or other specific channel first will include the binding price, product specification, delivery time etc.

Warranties, exclusive remedy and disclaimers

Framme on behalf of itself and its third-party service providers does not guarantee that the Programs will perform error-free, uninterrupted or would fit for the intended purpose of the Customer. Framme guarantees that the Programs will perform in all material respect as defined in the documentation for the use of the Programs.

The Store and service is provided “AS IS” and “AS AVAILABLE”

Technical Services and consultancy services are provided in a professional manner consistent with industry standards.

For any breach of the above warranties, Framme's entire liability and Customer exclusive remedy shall be

• correct the Program by using commercially reasonable efforts or;
  
• rectify the error or unavailability of the Technical Service or consultancy service;
  

Customer guarantees that it owns all right, title and interest in the Customer Materials and Quotations and other content that it has uploaded to the Store.

Customer agrees not to upload such content that may be in violation of third party’s copyright, trademarks, trade secrets or any other Intellectual Property Rights.

Framme is anytime entitled to require the Customer to certify its right to use the uploaded content or the right use any specifically branded material.

Indemnification
If third party makes a claim against Customer (for the use of the Store or the Services provided) or Framme (on the basis of Customer Materials), that any information, design, specification, documentation, software, data, or material in the Programs or the Service or Customer Materials infringes its intellectual property rights, the party will support the other Party against the claim provided that the other party;

• promptly notifies the other party in writing, not less than 14 days after the claim
  gives the other party the information, assistance needed to defend against and settle the claim gives such party the sole control of the defence.

Framme may choose either to modify or replace the Programs, Service, materials and Customer Materials to be non-infringing or to obtain a license for the continued use or may terminate and delete the user account.

For all such violations of third parties Intellectual Property Rights the customer takes the full liability for the possible indemnifications to the third party.

Limitation and liability
Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data or data use.

Without prejudice to any of the provisions of these terms of use and to the extent permitted by the applicable neither Party, makes no representation or warranties of any kind, express or implied, with respect to the Programs including but not limited to product liability, fitness for a particular purpose, merchantability or that the use of the Programs will not infringe any patent, copyright, trademark, or other rights of any third party.

In no event shall party be liable for any indirect, consequential, incidental, indirect, special, punitive or exemplary damages (including loss of revenue, profits, loss of business or goodwill whether based on breach of contract, breach of warranty or tort, including negligence) suffered or incurred whether based upon claim or action of contract, warranty, negligence or tort or otherwise arising out of these terms of use.

Neither party is not liable for any damages caused by events of Force Majeure.

Personal data, privacy and data protection
Framme is the Data Processor of the Personal Data and agrees that it will comply with its obligations as Data Processor under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Framme.

Framme shall only process the personal data as Data Processor for the purposes of supplying the Portal, Technical Services and consultancy services in accordance with good industry practices, Customers written instructions and applicable data protection laws.

Framme has the right to share customer’s data to the third-party service providers who provide certain parts of Portal business operations, including payment processing, delivery of branded merchandise fraud prevention, validation of user credentials, secure data storage and other similar services.

Framme shall adopt, maintain and enforce appropriate security policies as well as safeguarding arrangements for the lawful protection of personal data, communications and systems. By starting to use Framme the Customer has approved Framme's Privacy policy.

Framme only operate in strategic partnership with companies, corporations, governments, persons, etc, who have approved or whom Framme consider to act according to its Code of conduct.

Confidentiality
Each Party agrees to keep in confidence Confidential Information received from the other party such as Quotation or Customer Material information, and not to disclose it to any third party and may only use it for the purposes of this Agreement. To make a quotation and/or to fulfil its obligations to the Customer Framme is entitled to disclose Customer and Customer material information in the necessary extent to its strategic partners.

Framme and its strategic partners shall treat Confidential Information with the same degree of care and confidentiality it maintains or protects its own confidential information, but in any event, not less than a reasonable degree of care.

Notwithstanding the foregoing the parties may disclose the Confidential Information:

• to those who need to know such information as necessary for the exercise of its rights and/or performance of its obligations hereunder, provided that such recipients are legally bound by non-disclosure agreements;
• to its professional advisors, consultants and service provider;
• to any potential third-party investor, including any government, public foundation and/or private foundation in connection with seeking potential funding;
• to extend required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided that such party shall promptly notify the other party thereof in order to enable Framme to seek an appropriate protective or other reliable assurance.

Neither Party shall issue any press release or other public releases regarding the collaboration without the prior written approval of the other Party. By default, Framme shall be entitled to reference Customer and its productions completed by Framme on its portfolio and marketing activities.

The confidentiality obligation shall, however, not apply to material or information; a) which is generally available or otherwise public; b) received from a third party without any obligation of confidentiality; c) independently developed by the receiving Party and d) which the receiving Party is required to provide due to law or regulation by the authorities.

The rights and responsibilities under this Section 11, Confidentiality will survive the termination and expiration and cancellation of these terms of use.