Europe: +44 (0)20 3362 9852       US: +1 978-799-9440

US Terms & Conditions

IMPORTANT INFORMATION

The following sets out the terms of business of Aframe North America Inc. (“Aframe, we, us, our”), and comprises the following documents:

  1. our Website Terms and Conditions;
  2. our Terms of Use;
  3. our Service Level Agreement (SLA);
  4. our Acceptable Use Policy.

We also refer you to our Privacy Policy.

If you are looking for our UK Terms and Conditions, click here.

GENERAL

The website at aframe.com (the “Website”) is operated by Aframe North America Inc., a company registered in Delaware, USA under EIN number 33-1223469, and having its registered office at 7 Trailside Way, Westford, MA 01886.

“Content” means all pages, screens, layouts, information and materials included in or accessible through the Website (including any content available in any email or through any SMS services or in relation to the Services).

“Services” means any one or more of the online services available through our Website.

“You”, “your” and “yours” means you, the person accessing this Website and any party on whose behalf you are doing so.

You will see that the Website contains various options, corresponding to the various Services that you can subscribe to.

Please be aware that not all features of the Website are available until you sign in and you cannot sign in until you register and subscribe to any one or more of our Services.


WEBSITE TERMS AND CONDITIONS

Applicability

These Website Terms and Conditions (“Terms”) cover your use of the Website. Read these Terms carefully before you use this Website. Also, read our Acceptable Use Policy and our Privacy Policy. Contracts for the supply of Services formed through our site are governed by our Terms of Use. To the extent that the Terms of Use conflict with these Terms, then the Terms of Use will prevail.

By using our Website, you accept these Terms, our Acceptable Use Policy and our Privacy Policy, which together form a binding agreement between you and Aframe, and you agree to abide by them. You should print a copy of these Terms and all documents and materials mentioned in them for future reference. If you do not agree to these Terms, you should not use the Website.

If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable, then such part shall be severed from the rest of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

Minors

If you are resident in the United States of America you must be at least 18 years of age in order to use this Website and any Services.

Changes to the Terms

We may change these Terms at any time by updating these pages and you agree to review these Terms regularly so that you are aware of such changes. Your use of this Website will be subject to any such changes once they are made and your continued use of the Website after such changes are made constitutes your acceptance of these Terms as modified. If you do not agree to such changes, you should not use the Website.

Availability

Where you have breached these Terms, our Acceptable Use Policy, our Privacy Policy or our Terms of Use, we may without notice, suspend the provision of all or any part of the Website to you and/or to block your access to or use of this Website.

Other than as expressly stated in the Terms of Use and any applicable Service Level Agreement referred to in the Terms of Use, we may withdraw or amend any or the entire Website without notice. We may suspend access to the Website periodically to carry out maintenance (scheduled or otherwise) or for any other reason at any time.

Monitoring

To preserve the integrity of the Website and our Services, in the interests of security and to detect fraud and other crimes, we may monitor all communications, including web and email traffic, into and out of domains connected with the use of the Website and/or the Services. Such monitoring includes, but is not limited to, checks for viruses and other malignant code, criminal activity and traffic or content which breaches our policies. We may also not deliver any communication that breaches our policies.

Also, we may, in the interest of security and also to help us to improve our service to you, monitor and/or record communications (whether over the internet, telephone or otherwise) between you and us. All recordings are our sole property.

Users outside North America

The Website and the Services can be accessed by anyone in the world but are aimed at users in North America. If you are resident or located anywhere else, please be aware that it might not be legal in your jurisdiction for you to access or use the Website and/or the Services. Neither Aframe nor any of its directors, shareholders or staff will be liable for any breach of local law or regulation that you may commit as a result of accessing or using the Website and/or the Services. For the avoidance of doubt, the Website and the Services are not directed to any person in any jurisdiction where (by reason of that persons nationality, residence or otherwise) the publication or availability of the Website and/or the Services may be prohibited. Persons in respect of whom such prohibitions apply must not access either the Website or the Services.

Use of this Website is at your own risk

We will make reasonable efforts to ensure that all information provided by us on the Website is accurate at the time of its inclusion. However, we do not warrant or represent that all or any information contained on or accessed through this Website will be accurate, complete or up to date or meet your specific requirements.

Further, we do not provide any guarantee about the accuracy, functionality or performance of any third party software, content or equipment used in connection with this Website.

We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Website and to make any changes to the Website at any time.

Security

It is your sole responsibility to:

  1. undertake reasonable and appropriate precautions against any computer virus or other destructive materials or elements; and
  2. ensure that your computers and your access to this Website are adequately secured against any unauthorized users and that you keep user names, identification codes and passwords confidential.

Your use of this Website

You may not use this Website or permit others to use this Website:

  1. in any way (including via electronic means) and for any purpose which is unlawful, defamatory or libelous, offensive, abusive, indecent, menacing or threatening or in any way breaches any intellectual property rights, proprietary rights, any other third party rights or obligations of confidence; or
  2. to cause annoyance, inconvenience or needless anxiety to any other person or in any other way which is in violation of any applicable law or regulation in any jurisdiction in the world; or
  3. to introduce a virus or other disruptive material or element or otherwise disrupt or impair this Website or any communication service.

You shall defend, indemnify and hold harmless Aframe, its directors and employees against all claims, damages, costs, liabilities and expenses (including without limitation legal costs) arising out of or related to your breach of the Terms and/or the Acceptable Use Policy.

You are wholly responsible for the use of the Website by any person using your computer and you must ensure that any such person complies with the Terms and the Acceptable Use Policy.

We reserve the right to disable any user name, identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with these Terms.

When using this Website, you must, at all times, comply with the provisions of our Acceptable Use Policy.

Privacy Policy

Our collection and use of your personal information is described in our Privacy Policy, which is available here.

Links to our Website

Neither you nor any other party may use any part of this Website on any other website, or link any other website to this Website, without our prior written permission.

Neither you nor any other party may, without our prior written permission, deep link to, frame, spider, harvest or scrape the Content or otherwise access the Content for any purposes, or use any machine, electronic, web-based or similar device to read or extract the Content by machine based or automated means. From this Website we may provide information or hyperlinks to other websites or pages provided by other parties. Your use of other parties’ sites will be subject to their own terms and conditions. You should read them. If you decide to visit any third party site, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed in such websites. Links do not imply that we or this Website is/are affiliated or associated with such sites.

Intellectual property rights

Unless otherwise stated, we are the owner or the licensee of all intellectual property rights (including, without limitation, copyright, database rights, design rights, patents and trademarks) in the Content (other than content uploaded by you and our other customers). The Content is protected by copyright laws and treaties around the world, and other intellectual property rights. All such rights are reserved.

"Aframe", “Aframe North America Inc.”, "Excession Technologies Ltd T/A Aframe" and the names and logos that describe the Services are the registered or unregistered trademarks of the Excession Technologies Ltd T/A Aframe and all rights and benefits in them vest in us.

We also expressly reserve all rights in and to the domain name aframe.com and all other related service marks, trading names or other trademarks relating to our products and Services.

Other trademarks, products and company names mentioned on the Website may be trademarks of their respective owners or licensors and the rights in such marks are expressly reserved to the respective owners or licensors.

You may print, copy, download or temporarily store extracts from this Website for your personal, non-commercial, use or to help you to use our Services. You must not modify the paper or digital copies of any extract contained on or obtained from this Website in any form and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any other use is prohibited unless you first get our written permission. Without limiting the above, unless you first get our written consent, you may not reproduce, modify, adapt, transmit, publish, broadcast, create derivative works of, store, archive or in any way exploit any of the Content.

In particular, neither you nor any other party may do any of the following acts without prior written consent from us:

  1. create any database in electronic or structured manual form by systematically downloading and storing all or any of the Content; or
  2. redistribute any of the Content (including by using it as part of any syndication, content aggregation, archive or similar service); or
  3. remove the copyright or trademark notice from any copies of Content made in accordance with these Terms.

If you print off, copy or download any part of the Content in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Digital Millennium Copyright Act.

Aframe complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address:

Mark Overington
Aframe North America Inc.
Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600
Telephone: 978 799 9440
Email: mark@aframe.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of the material that you claim is infringing and where it is located on the Services;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:

  1. a physical or electronic signature of the subscriber;
  2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Aframe may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Law and Jurisdiction

These Terms are governed by and are to be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws, and the state and federal courts in Suffolk County, Massachusetts will have exclusive jurisdiction in respect of any dispute which may arise in connection with the Terms or your use of this Website.

Should you wish to contact us or any member of the Aframe team please refer to the “Contact us” button which can be found on the Contact Page of the Website.


Service Agreement

1. Definitions. In addition to the capitalized terms that are defined upon their first occurrence in this Agreement, the following defined terms shall have the following meanings:

1.1 “Authorized Service Provider” is a Subscriber that is authorized to use the Service on behalf of specific clients as for internal business purposes of such specific clients.

1.2 “Authorized Users” shall mean employees, officers, directors or contractors, agents and collaborators of Subscriber authorized to use the Service as permitted by this Agreement.

1.3 “Documentation” shall mean any technical manuals, user documentation and other written materials relating to the operation and functionality of the Service that Aframe may provide to Subscriber.

1.4 “Evaluation Purposes” shall mean the use of the Service solely for evaluation purposes in order to assess the performance and overall functionality of the Service and not for any commercial or other purpose whatsoever.

1.5 “Evaluation User Accounts” shall mean the number of Authorized Users granted access to the Service solely for Evaluation Purposes as set forth in the Order Attachment.

1.6 “Intellectual Property Rights” shall mean intellectual property and industrial rights of any kind, copyrights, patents, trademarks, service marks, database rights, trade secret rights, trade names, design rights, any applications for the protection or registration of these rights, and all renewals, reissues and extensions thereof.

1.7 “Internal Use” shall mean the use of the Service solely for the internal business purposes of Subscriber’s client or clients.

1.8 “Licensed Programs” shall refer only to the Software and any Updates.

1.9 “Order Attachment” shall refer to the document entitled Aframe Sales Order. This Agreement shall not be effective unless the Order Attachment is filled out and executed by the parties.

1.10 “Purchased User Accounts” shall mean the number of Authorized Users for whom Subscriber has paid to access the Service for Internal Use as defined in the Order Attachment.

1.11 “Service” shall mean Aframe’s software products, storage and maintenance (including applicable Licensed Programs).

1.12 “Software” shall mean the object code version of the suite and/or compilation of computer programs marketed by Aframe that are specified in the Order Attachment.

1.13 “Subscription Term” shall mean the period of time of Service grant and support specified in the Order Attachment, as may be extended or renewed by subsequent purchase orders.

1.14 “Updates” shall mean the object code version of any update, revision or new release of the Software, including, without limitation, any workarounds, patches, or bug fixes, provided to Subscriber.

2. License to the Service; Restrictions; Data.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Aframe hereby grants to Subscriber, during the Subscription Term only, a non-exclusive, non-transferable limited license to use the Service for Subscriber’s Internal Use and/or Evaluation Purposes as specified in the Order Attachment. Internal Use is limited to the number of Authorized Users with Purchased User Accounts. Evaluation Use is limited to the number of Authorized Users with Purchased User Accounts and Evaluation User Accounts. Internal Use may include use by Subscriber as an Authorized Service Provider, but only if specifically authorized in the Order Attachment.

2.2 Documentation. Subscriber may make a reasonable number of copies of the Documentation for use by Authorized Users solely in connection with Subscriber’s exercise of the licenses granted in this Section 2, provided, however, that Subscriber reproduces without alteration of any kind all copyright, confidentiality and other proprietary rights notices of any kind included on or embedded within any part of the Documentation.

2.3 Certain Restrictions on Use. The license to the Services granted under this Agreement are conditioned upon Subscriber’s compliance with all of the terms and conditions hereof, including, without limitation, each of the following:

2.3.1 Subscriber will require all authorized users to use their own username/password account and will not allow Authorized Users to share the same username/password account for ANY AUTHENTICATED access TO the software OR the service.

2.3.2 Unless specifically permitted in the Order Attachment, Subscriber shall not directly or indirectly sell, license, sublicense, rent, or otherwise make available for use, whether via a service bureau, outsourcing or other arrangement, the Service to any third party.

2.3.3 Subscriber shall protect and maintain in confidence the technical details of the Service and its Documentation by using reasonable degree of care to prevent the unauthorized use, dissemination, or disclosure of the Service and its operation.

2.3.4 Subscriber shall not prepare or create derivative works based on the Service (including, without limitation, the Software, Licensed Programs, or Documentation).

2.3.5 Subscriber will not use the Service in a manner for which it was not intended.

2.3.6 Subscriber shall not directly or indirectly disassemble, decompile, reverse engineer or otherwise attempt to discover the whole or any part of the source code of the Service, whether to render the Service interoperable with other computer programs or equipment or to reproduce the functionality of the whole or any part of the Service, nor shall Subscriber assist any third party in doing any of the foregoing.

2.3.7 Without limiting the foregoing, Subscriber shall at all times abide by the Acceptable Use Policy attached as Exhibit A hereto.

2.4 Hardware and IT Requirements. Subscriber is responsible for provisioning appropriate hardware and information technology (IT) resources, including disk storage, CPU and memory resources, and network bandwidth.

2.5 Ownership; No Implied Licenses. As between Subscriber and Aframe, Aframe is the exclusive owner of all right, title and interest in and to the Service (including, without limitation, the Software, Licensed Programs, and Documentation) and all Intellectual Property Rights therein. Except for the limited license specifically granted pursuant to this Agreement, this Agreement grants no rights or licenses to Subscriber and Aframe reserves all rights to the Services and the Intellectual Property Rights therein.

2.6 Subscriber Data.Subscriber owns all right, title and interest in all data created by Subscriber, and in all data derived therefrom (“Subscriber Data”). As between Aframe and Subscriber, Subscriber is solely responsible for the contents of Subscriber Data (the “Subscriber Content”) and the use (other than by Aframe) of the Subscriber Data. To the extent within its control, Subscriber will ensure that Subscriber Data complies with applicable laws and regulations. As between Aframe and Subscriber, Subscriber retains ownership and possession of the Subscriber Data at all times, and retains control of the Subscriber Data at all times except to the extent that Subscriber specifically authorizes Aframe to exercise certain controls, as selected by Subscriber, over the Subscriber Data. Nothing in this Agreement shall be construed to grant Aframe any rights in Subscriber Data or Subscriber Content beyond those expressly provided herein. Subscriber grants Aframe the limited right to view, modify, collect and use meta-data derived from Subscriber Data (which may include, by way of example, file modification dates, audit trails, and the number of times a file has been accessed) (“Subscriber Meta-Data”), solely for the purpose of providing the Services to Subscriber. Notwithstanding the foregoing, Aframe may use anonymized statistical information derived from such Subscriber Meta-Data (but not from Subscriber Content) and aggregate it with statistical information from other customers (“Non-Identifiable Aggregated Data”) for Aframe’s business purposes, including without limitation for analyzing customer needs and improving its services, and Aframe shall own all right, title and interest in any such Non-Identifiable Aggregated Data.

3. Service Subscriptions.

3.1 Services. During the Subscription Term, subject to the license and restrictions granted pursuant to Section 2, Aframe will provide to Subscriber commercially reasonable access to an on-line, web-driven application through which Subscriber and Authorized Users may (a) access and use the Service, (b) upload, access and maintain data and data files of Subscriber, and (c) download files and data.

3.2 Data Transmission. Data transmission and data link between Aframe and Subscriber via a network are exclusively the Subscriber’s responsibility. Notwithstanding this, Aframe will use commercially reasonable efforts to provide encrypted access to its web-driven application.

3.3 Data Loss. Aframe does not guarantee against data loss of Subscriber Data owing to hardware failures or catastrophic events causing data loss on the Service. Notwithstanding this, Aframe will use commercially reasonable efforts to prevent the loss of or damage to data in its possession and will maintain commercially reasonable back-up procedures and copies to facilitate the re-construction of any such Subscriber Data.

3.4 Service Levels. The Services shall be subject to the Service Level Agreement attached as Exhibit B hereto, which is incorporated herein by reference.

3.5 No Viruses; No Improper Use.Subscriber will not knowingly upload any data containing worms, viruses or Trojan horse computer programs to the Service and shall utilize industry standard virus protection software to prevent any such occurrence. Subscriber will not make any attempt to overwhelm the server resources of the Service or otherwise induce a denial-of-service attack on the Service through some combination of search requests.

4. Support. Subject to the payment by Subscriber of the applicable fees set forth in Order Attachment, Aframe shall provide to Subscriber the following maintenance and support services to include:

4.1 Helpdesk. A helpdesk facility is available seven days a week, twenty-four hours a day to provide email and phone support for reporting suspected Service outages and defects and to advise Subscriber of status of investigations and the resolution of problems notified by Subscriber. Email helpdesk services are available by sending email to: support@Aframe.com. Phone support is available by dialing (US: 1-866-630-8316).

4.2 Notifications. Notifications of updates and new versions of the Service (including Software, where applicable) including substitute computer programs containing new features and functionalities, updates to libraries, full set of standard documentation; and documentation of the enhancements and fixed nonconformities included.

5. New Services

5.1 New Services. During the term of this Agreement, Aframe may introduce new functionalities not currently available to Subscribers of the Service. Pricing for these may be included as part of the Service or priced separately at the sole discretion of Aframe. In addition, Aframe may offer Subscriber optional support or development services (for example, on-site support), which in all cases shall be subject to a separate agreement between the parties.

6. Limited Warranties; Remedies; Disclaimers.

6.1 Limited Warranty on Service. Aframe represents and warrants to Subscriber that the Service and associated Licensed Programs (if applicable), when installed and used in accordance with the Documentation, shall conform in all material respects to the Documentation for the term of the agreement or from the date of initiation of the Service or, in the case of any desktop installation, delivery of Licensed Programs (such period, the “Warranty Period”).

6.2 Remedies for Breach of Warranty. In the event of any alleged breach of the warranty set forth in Section 6.1, Subscriber shall provide Aframe with prompt written notice thereof and describe in reasonable detail the alleged material nonconformity in the Service or Software. Upon receipt of such notice during the Warranty Period, as Subscriber’s exclusive remedy for such breach and as Aframe’s sole obligation therefor, Aframe shall, at its sole option and cost, correct any material nonconformity in the Service (including, if applicable, repair or replacement of the Software) during the Warranty Period. The Warranty Period in relation to any such corrections or replacements shall be the portion of the Warranty Period remaining as of Aframe’s receipt of the requisite written notice from Subscriber. Aframe shall not be obligated under this Section 6.2 to correct the Service or replace the Software if the alleged material non-conformity results from any misuse of the Service, incorrect installation, operation or modification of the Software or any use of the Service other than in accordance with the Documentation. If Aframe is unable to correct the material nonconformity or replace the Software within thirty (30) days of receipt of the requisite written notice from Subscriber, then, at any time within thirty (30) days of the expiration of such period, Subscriber cease use of the Service and, if applicable, shall return the materially nonconforming Software and the Documentation to Aframe and receive a full refund of any subscription fees paid to Aframe for the Service. If Aframe reasonably demonstrates that the alleged material nonconformity is caused by any person other than Aframe, or that there is no material nonconformity, Subscriber shall pay Aframe for its time spent investigating the alleged nonconformity at Aframe’s then current rate for professional services.

6.3 Disclaimer of Warranties. THE WARRANTIES CONTAINED IN SECTION 6.1 ARE THE ONLY WARRANTIES MADE BY AFRAME WITH RESPECT TO THE SERVICE AND RIGHTS GRANTED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRAME HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND CONCERNING THE SERVICE, SOFTWARE, LICENSED PROGRAMS, DOCUMENTATION AND SUPPORT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.4 Acknowledgements By Subscriber. Subscriber acknowledges and agrees that (a) Aframe does not warrant in any way the contents, topicality and accuracy of information, output, timeliness and results obtained by the use of the Service, (b) the Service is inherently complex and Subscriber possesses the requisite technical expertise to evaluate any information, output and results obtained from the use of the Service and the assumptions underlying the same, and (c) Subscriber shall bear sole responsibility for the selection of the Service and for determining that the Service is appropriate for use in connection with the operation of Subscriber’s business.

7. LIMITATION OF LIABILITY.

SUBSCRIBER UNDERSTANDS AND AGREES THAT IN NO EVENT WILL AFRAME OR ITS LICENSORS, SUPPLIERS OR SUB-CONTRACTORS) BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY (INCLUDING ANY PERMITTED CLIENT OF SUBSCRIBER) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF ANTICIPATED PROFITS, REVENUES, DATA OR BENEFITS, EVEN IF AFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXCEPT FOR THE REFUND WHICH MAY BE AVAILABLE PURSUANT TO SECTION 6.2 OF THIS AGREEMENT (WHICH IS LIMITED TO THE AMOUNT ACTUALLY PAID BY SUBSCRIBER FOR THE SERVICE), SUBSCRIBER AGREES THAT IN NO EVENT SHALL AFRAME’S LIABILITY FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW EXCEED THE PRO-RATED PORTION OF THE SUBSCRIPTION FEE PAID HEREUNDER, BASED UPON THE SUBSCRIPTION TERM HAVING A COMMENCEMENT DATE DEFINED IN THE ORDER ATTACHMENT.

8. Term and Termination.

8.1 Term. This Agreement shall take effect as of the Effective Date and shall continue in full force and effect as defined in Subscription Term set forth in Order Attachment or until terminated as provided herein. Upon any termination of this Agreement, the rights and licenses granted to Subscriber hereunder shall immediately terminate, and Subscriber shall immediately destroy, or return to Aframe all Software, Licensed Programs, and Documentation.

8.2 Termination.

8.2.1 Aframe shall have the right to terminate this Agreement effective immediately upon written notice to Subscriber in the event of any breach of any of the provisions of Section 2.3.

8.2.2 Each party shall have the right to terminate this Agreement by written notice to the other party if the other party breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receipt by the breaching party of notice specifying the breach.

8.2.3 Survival. The provisions of Sections 1, 2.3, 2.5, 5.1, 5.3, 6.3, 6.4, 7, 8.1, 8.2.3, 10 and 11 shall survive any termination of this Agreement.

8.3 Subscriber Data. Notwithstanding anything to the contrary herein, Subscriber acknowledges that Subscriber is solely and exclusively responsible for exporting prior to termination any Subscriber data to which Subscriber desires continued access after termination, and that from and after any such termination, Aframe shall have no obligation to maintain or retain, or any liability in connection with the maintenance or retention of or otherwise in relation to, any Subscriber data.

9. Indemnification.

Aframe shall indemnify and hold harmless Subscriber from and against all liability (including reasonable attorneys’ fees) resulting from any third party claim that the Service infringes any patent, trademark, copyright, or other intellectual property right of any third party. In the event of any such third party claim, Aframe shall have the right, in its sole discretion, to (a) replace or modify Service so as to avoid infringement, (b) procure for Subscriber the right to continue using such Service in accordance with the terms of this Agreement, or (c) if Aframe in good faith determines that neither of the foregoing alternatives is commercially practicable, terminate this Agreement and the Services granted hereunder effective immediately and, as Aframe’s sole liability, refund to Subscriber the pro-rated portion of the subscription fee paid hereunder, based upon the Subscription Term having a commencement data defined in the Order Attachment. Aframe’s obligations under this Section are expressly conditioned upon Subscriber providing Aframe with prompt written notice of any claim for which indemnity is sought, granting Aframe the sole and absolute authority to control the defense and settlement of such claim, and fully cooperating with Aframe in the defense of such claim.

10. Miscellaneous.

10.1 No Assignment. The rights and Services granted to Subscriber hereunder are personal to Subscriber and may not be sublicensed, assigned or otherwise transferred, whether by operation of law, change of control or in any other manner, without the prior written consent of Aframe, except Subscriber may assign this Agreement, without Aframe’s consent, to an entity that acquires all or substantially all of the business or assets of Subscriber, whether by merger, reorganization, acquisition, sale, or otherwise, provided that (a) such entity is not a competitor of Aframe and (b) such entity agrees in writing to be bound by the terms hereof. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the parties’ permitted successors and assigns.

10.2 Force Majeure. Aframe shall not be in default if failure to perform any obligation is caused solely by supervening conditions beyond its control, including acts of God, civil commotions, strikes, labor disputes, and governmental demands or requirements.

10.3 Governing Law; Venue. This Agreement is governed by the laws of The Commonwealth of Massachusetts, U.S.A. without reference to its choice of law principles. The parties agree that exclusive venue for all matters pertaining to this Agreement shall be in the state and/or federal courts located in the Commonwealth of Massachusetts.

11. Entire Agreement.

This Agreement, including the Order Attachment, constitutes the entire agreement between the Subscriber and Aframe relating to the Service and supersedes all prior oral or written communications, proposals, and representations with respect to the Service. In the event of any inconsistency between this Agreement and the Order Attachment, the Order Attachment shall control.


DEFINITIONS

1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Acceptable Use Policy

means our Acceptable Use Policy from time to time produced, amended and updated by us and notified to you which sets out the terms under which you may access and use the Services and our Website;

Administration Charge

has the meaning given to it in Clause 4.13;

Affiliate

means, in relation to any company or other corporate entity, any other entity that controls, is controlled by, or is under common control with such company or other corporate entity. For purposes of this definition, the word “control” means the power, directly or indirectly, to cause the direction or management of such entity, whether by contract or otherwise.

Agreement

means a contract for the supply, by us to you, of the Services, incorporating these Terms of Use and any other terms and conditions referenced in them, the Website Terms and Conditions, our Acceptable Use Policy and our Privacy Policy;

Business Day

means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in Boston MA;

Business Hours

means 9.00am to 5.30pm local time in Boston MA, on a Business Day;

Business User

means a legal entity or person who buys or agrees to buy the Service other than for private use;

Confidential Information

means any non-public information, know how, trade secrets or data in any form which is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances or business of a party (and/or, if either party is bound to protect the confidentiality of any Third Party’s information, of a Third Party);

Consumer

means an individual who Subscribes to the Service for private use;

Control Panel

means the configurable control panel enabling you to control your Services Account;

Customer Data

means data input or uploaded by you in using the Service, including but not limited to additional content information and data;

Customer

means you, a subscriber to the Services;

Order

means an offer to us to Subscribe to any one or more of the Services and “Ordered” shall be construed accordingly;

Other Content

means content which is stored by, or which is accessible to Third Party customers who are using the Service;

Privacy Policy

means our privacy policy from time to time a copy of which can be found on our website which sets out the basis on which any personal data we collect from you or that you provide to us, will be processed by us;

Processing Fee

has the meaning given to it in Clause 4.12;

Service(s)

means any one or more of the online services available through our Website;

Service Data

means metadata and other data derived from your and other customers’ use of the Service;

Service Level Agreement (or SLA)

means the document setting out the service levels relating to the particular Service(s) subscribed to and forming part of the Terms of Use;

Services Account

means the online account containing, amongst other things, your details and the Services that you have Subscribed to;

Subscribe

means to pay a Subscription and “Subscribed”, “Subscribing” and “Subscriber” shall be construed accordingly;

Subscription

means the relevant fee(s) (plus applicable taxes) payable to us by you, a Customer, to access one or more of the Services;

Support

means the telephone and other support and maintenance services provided by us in connection with the Service;

Term

means the duration of this Agreement;

Third Party

means any legal person other than you and us;

Website

means aframe.com or any alternative website we identify;

you/your/yours

means you, the Customer;

2. The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.

3. Unless the context otherwise so requires:

  1. references to statutory provisions include those statutory provisions as amended or re-enacted; and
  2. references to any gender include all genders.
  3. Words in the singular include the plural and in the plural include the singular.

SERVICE LEVEL AGREEMENT

We’ve put together this Service Level Agreement (SLA) to ensure you know exactly what we promise to deliver as part of Aframe’s Services.

Aframe aims to ensure its Services are Available 99.9% of the time within any calendar month. If we fail to achieve such Availability, we’ll offer you credit on your fees, as set out below.

Availability  SLA Reparation
99.9%-99.4%  5% of Monthly Service Fees
99.4%-98.9%  10% of Monthly Service Fees
98.4%-97.9%  15% of Monthly Service Fees
<97.9%  20% of Monthly Service Fees

Aframe reserves the right to change our SLAs at anytime, effective on posting to this website.

Exclusions

Aframe will not be liable to pay credit on your fees where Availability is affected as a result of: (a) your network or system, or any part of it; (b) a fault in, or any problem associated with, equipment connected on your side; (c) your acts or omissions; (d) your failure or delay in complying with our reasonable instructions; (e) any refusal to allow us, our employees, agents or subcontractors to enter into the relevant sites; (f) reasons beyond our reasonable control (a force majeure event); (g) failure of the world wide web; or (h) a planned outage.

Planned Outages

Except in an emergency or in circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving your employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within our possession or reasonable control (each of the foregoing, a “Force Majeure Event”), we will give you notice of any maintenance or upgrade work on our network which will affect the Availability of our Services at least twenty-four (24) hours in advance by posting a notice on the Website and sending you an email. If any Force Majeure Event continues for twenty (20) or more days, you may terminate this Agreement and we shall promptly refund to you all amounts which you had previously paid for the Services from the date the Force Majeure Event began.

Technical Support

Seven days by twenty-four (7x24) hours per week technical support for reporting outages is included in this agreement, by calling 1-866-630-8316.

Reporting Faults

Please call us on 1-866-630-8316. If an on-site visit reveals that there is no fault with the service or the fault is an excused outage, we may charge you an engineer call-out fee at our standard charges at that time.


aframe.com (the "Website") and any party on whose behalf you are doing so.

The Website is operated in North America by Aframe North America Inc., a company registered in Delaware, USA under EIN number 33-1223469, and having its registered office at 238 Littleton Road, Sutie 104, Westford, MA 001886.

General

This Acceptable Use Policy (together with the documents and materials referred to in it) sets out the terms under which you may access and use our Services (as defined in the glossary of the Terms of Use), the Website and/or Content. “Content” for the purposes of this policy means all pages, screens, layouts, information and materials included in or accessible through our Website including any content available in any email or through any SMS services or in relation to the online services we provide.

Your action in accessing and/or using the Website means that you accept and agree to abide by, all the terms in this Acceptable Use Policy, which supplements our Website Terms and Conditions. Please carefully read these terms. You should print a copy of them and all documents and materials mentioned in them for future reference.

This Acceptable Use Policy applies to all users of and visitors to the Website.

Prohibited Actions

You may access and use the Website and/or Content only for lawful purposes. You may not access or use our Services, the Website and/or Content:

  1. in any way that breaches any applicable local, national or international law or regulation;
  2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; or
  3. for the purpose of harming or attempting to harm minors in any way.

You shall not:

  1. send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below;
  2. transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
  3. knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  1. not to access without authority, interfere with, damage or disrupt:
    1. the Website or any part of it;
    2. the Content or any part of it;
    3. any equipment or network on which Content is stored;
    4. any software used in the provision of Content and/or the Website; or
    5. any equipment or network or software owned or used by any third party.

Content Standards

These content standards apply to any and all material which you contribute or upload to the Website and by using the Services, including data (“Contributions”).

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.

We may, at our sole discretion, run manual or automatic systems to determine compliance with this Acceptable Use Policy (e.g. scanning and logging of email and scanning and logging of web traffic). By subscribing to the Services we provide, you are deemed to have granted permission for such monitoring. All information accessed by us in connection therewith shall be deemed to be Confidential Information.

Contributions must:

  1. Comply with applicable law in the USA and in any country from which they are posted.

Contributions must not:

  1. contain any material which is defamatory of any person or body corporate;
  2. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  3. infringe any copyright, database right, trade mark, patent or other intellectual property right of any other person or body corporate;
  4. be likely to deceive any person;
  5. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidentiality;
  6. promote any illegal activity;
  7. be threatening, abusive or invade another's privacy;
  8. be used to misrepresent your identity or affiliation with any person;
  9. give the impression that they emanate from us, if this is not the case; or
  10. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Suspension and Termination

We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of our Services, the Website and/or Content. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this Acceptable Use Policy may constitute a material breach of the Website Terms and Conditions and/or the Terms of Use and may result in our taking all or any of the following actions:

  1. immediate, temporary or permanent withdrawal of your right to use the Website and/or Content and/or the Services we provide to you;
  2. immediate, temporary or permanent removal of any posting or material uploaded by you;
  3. issue of a warning to you;
  4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
  5. further legal action against you; or
  6. disclosure of such information to law enforcement authorities that we consider (in our reasonable discretion) necessary.

We exclude liability for actions taken in response to breaches of this Acceptable Use Policy to the fullest extent permitted by law.

The responses described in this policy are not limited, and we may take any other action we deem appropriate.