FRAMEY
TERMS OF USE

18 February 2021

The following terms (“Terms of Use” or “Terms”) describe the terms and conditions governing your access to and use of the Framey mobile application (“FrameyApp”) made available by Framey Technologies Limited, with registered office at 2/ F, 156 Wellington Street, Central, Hong Kong, registered with Companies Registry under number 2920925, duly represented by Robert-Costel PREOTEASA, as Director (“Framey”, “We”, “Us”).

Please read these Terms of Use carefully before accessing and/ or using FrameyApp and if you do not agree to these Terms, do not access and/ or use FrameyApp.
Before accessing and/ or using FrameyApp, you must be legally permitted to accept the Terms of Use.

We may amend these Terms from time to time and if we make changes to these Terms, we will provide notice of such changes, such as sending a notification to you through FrameyApp or updating the date above.

If you do not agree to the amended Terms, you must stop using FrameyApp.

1. SCOPE

1.1. These Terms govern your access to and use of FrameyApp and constitute a binding agreement between you and Framey.
1.2. By accessing and/ or using FrameyApp, you acknowledge to the collection, use and disclosure of your personal information in accordance with our Privacy Notice, available at framey.io/privacy/.
1.3. Additional terms may also be posted in specific areas of FrameyApp and such terms will govern your access to and/ or use of FrameyApp as if they are incorporated into these Terms of Use.

2. FRAMEY SERVICES AND LICENSE
2.1. You acknowledge and agree that We may provide some or all elements of FrameyApp through third party service providers.
2.2. We are constantly in search for ways to improve the quality of FrameyApp, and for this purpose technical configurations, applications, features, functionalities, infrastructure, security etc. related to FrameyApp may suffer changes or be updated from time to time. These changes may be made without prior notice to you. If you do not agree to these changes, you must stop using FrameyApp.
2.3. By using your FrameyApp, you may be able to:
2.3.1. Share and discover beautiful destinations and attractions around the world;
2.3.2. Navigate easily to the exact location of any photo uploaded on FrameyApp;
2.3.3. Save information into your Account for the purpose of planning trips;
2.3.4. Comment and react on shared Content;
2.3.5. Find and follow other users of FrameyApp;
2.3.6. Receive push and in-app notifications, such as follows by other users, notifications about other users’ posts, comments on user’s posts;
2.3.7. Enjoy other features as made available to you by Us through FrameyApp.
2.4. Subject to these Terms of Use, We grant you a limited, non-exclusive, non-transferable, non-sub-licensable, and revocable license for your personal and non-commercial use of FrameyApp on any compatible device that you own or control (“License”).
2.5. Subject to these Terms of Use, the License granted to you does not allow you to sub-license, copy, modify, distribute, duplicate, sell, lease or transfer in any way all or any portion of FrameyApp.
2.6. You hereby agree and acknowledge that you solely hold any and all rights in the Content that you post on or through the FrameyApp. You agree to grant Framey a perpetual, irrevocable, royalty-free, worldwide, sub-licensable permission to reproduce, transfer, modify, adapt and/or edit your username, profile pictures, videos, sounds, musical works, photos, posts, texts or any other materials and any information about your actions or relationships with other users of FrameyApp (“Content”) by displaying or publishing the Content on or through the FrameyApp. You hereby agree and acknowledge that We can display the Content next to or in connection with accounts, ads, offers, and any sponsored content that you follow, without any compensation to you.
3. FRAMEYAPP ACCESS AND USE
3.1. In order to access and use FrameyApp with all features, you must open an account (“Account”) by registering on FrameyApp.
3.2. For accessing and/ or using FrameyApp, you may be required to provide Us with certain information including (but not limited to) the username, password, your name, e-mail address, phone number, a brief description about yourself, and you may also be required to provide Us with a photo (a profile picture). Details about how we process this personal information you can find in Framey Privacy Notice.
3.3. Your Account in FrameyApp can be at your choice:
3.3.1. Public (everyone can follow and find your profile);
3.3.2. Private (invites only for followers, everyone can find your profile);
3.4. You may also access and use certain limited features and functionalities of FrameyApp without having an Account. In such case, you acknowledge and agree that these Terms of Use are also governing your access to and/ or use of FrameyApp.
3.5. You agree that you are solely responsible for all aspects involved by your usage of FrameyApp and for keeping your username, account information and other personal data you might share in application confidential.
3.6. In order to be able to adopt the best protection measures for your personal data, you shall immediately notify Us if you became aware that the security of your username or password has been breached.
3.7. You agree that you are solely responsible for carrying out any and all actions related to your Account and you acknowledge and agree that We may, at our unfettered discretion, remove or take down any Content that you upload or submit to FrameyApp for any reason, including violation of these Terms or any other policies.
3.8. We reserve the right to limit, suspend or block immediately, in whole or in part, Your access to or use of FrameyApp if We are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency, or if there are reasonable grounds to believe that You breach any provisions of these Terms or access or use FrameyApp in a manner that is unlawful, fraudulent, abusive, or that otherwise violates the applicable laws, or creates legal risk for Us or present a threat to the security of FrameyApp.

4. USER REPRESENTATIONS AND WARRANTIES
4.1. By accessing and/ or using FrameyApp, you represent, warrant and undertake to Us that each of the following representations and warranties is true, accurate and not misleading:
4.1.1. You are legally permitted to accept these Terms of Use;
4.1.2. You have read, understood and accepted these Terms and any other terms applicable to FrameyApp;
4.1.3. You have read and understood Framey Privacy Notice – framey.io/privacy/
4.1.4. You appreciate the risks and implications of using FrameyApp, especially by sharing inappropriate personal data, and have the knowledge of managing them, and You are solely responsible for any evaluations based on such knowledge;
4.1.5. You understand that it is your responsibility to provide the mobile device, wireless service/ data plan and software needed, in order to install and use FrameyApp.
4.2. You acknowledge and agree that:
4.2.1. You are solely responsible for the accuracy, content and legality of the information and data provided to Us in order to access and use FrameyApp;
4.2.2. You will not use FrameyApp for any illegal purpose;
4.2.3. You will not abuse FrameyApp by creating multiple or duplicate accounts or exploiting any errors in FrameyApp to gain access to unintended benefits;
4.2.4. You will keep secure and confidential any identification credentials which allows access and/ or use of FrameyApp;
4.2.5. You will not access FrameyApp, using the Account information of someone other than you, without being permitted to do so by the Account holder;
4.2.6. You will not resell the use of FrameyApp to a third party;
4.2.7. You are the sole owner of the Content posted by you on or through the FrameyApp and have the right to grant the license referred to in Clause 2.3 above;
4.2.8. the posting and use of your Content on or through the FrameyApp do not infringe the privacy rights, copyrights or any related rights, contract rights, intellectual property rights or any other rights of any third party, and
4.2.9. the posting of your Content on or through the FrameyApp is not able to breach in any way the agreements you are engaged in with a third party. You agree that you are fully responsible for the use of the Content and you agree to pay for all royalties, fees, indemnification, penalties and any other monies owing any person by reason of Content you post on or through the FrameyApp.

5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
5.1. Access to and/ or use of FrameyApp are exclusively at your own risk without any express or implied representations and/ or warranties of any kind by Us and our affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, and representatives.
5.2. We do not warrant, guarantee, or assume responsibility for any product or service advertised and/ or offered by a third party through FrameyApp.
5.3. We and our affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives hereby disclaim all warranties, either express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, durability, title and non-infringement. Neither Framey nor any of our affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives make any representation or warranty with respect to the completeness, security, reliability, quality, accuracy or availability of FrameyApp or its content. Without limiting the foregoing, neither Framey nor any of our affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives represents or warrants that FrameyApp or its content will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the sites or the server that makes FrameyApp available are free of viruses or other harmful components or that FrameyApp or its content will otherwise meet your needs or expectations.
5.4. To the maximum extent permitted under applicable law, in no event Framey or its affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives will be liable for any claims, damages, liabilities, losses, costs or expenses of any kind, regardless of whether Framey or its affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives have been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out or in connection with, but not limited to: the access to and/ or use of FrameyApp; any conduct or content of any third party; any unlawful access to and/ or use of FrameyApp; the performance of FrameyApp and any fault, delays, interruptions or lack of availability of FrameyApp, or of any product provided in connection with FrameyApp. Without prejudice to the generality of the provisions of this Section 5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, Framey does not warrant that the geographical locations tied to the photos uploaded on FrameyApp will be accurate or error-free.
5.5 To the maximum extent permitted under applicable law, Framey and its affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives are not be liable for any defamatory, offensive, illegal or other conduct of any third party content or service provider, advertiser, or other user of FrameyApp. Framey’s maximum total liability, and of its affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives to you for any claim related to FrameyApp is of five hundred Hong Kong Dollar (HKD 500).

6. INDEMNIFICATION
To the maximum extent permitted under applicable law, You shall indemnify, defend and hold harmless and reimburse Us and our affiliates, business partners, consultants, content providers, directors, shareholders, partners, employees, agents, subsidiaries and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts and expenses (including attorneys’ fees and costs) arising out of or relating to: (i) the access to or use of FrameyApp by you or on your behalf; (ii) your violation of these Terms and/or the Privacy Policy and/or any other applicable terms and conditions; and/or (iii) your violation of any rights of any other person or entity, including without limitation any copyright, property, or privacy right; and/or (iv) any claim that your use of FrameyApp caused damage to a third party.

7. INTELLECTUAL PROPERTY RIGHTS
Framey and its licensors own FrameyApp and its contents, including patent, copyright, trade secret, trademark, show-how, know-how and any other English or international intellectual property rights therein.

8. FORCE MAJEURE
We shall not be liable to You or to any other third party for failure to offer to you FrameyApp or its content in connection with any force majeure event, including, but not limited to, electrical, telecommunications, hardware, software or other utility failures, software bugs or weaknesses, earthquakes, storms, floods, fire or other nature-related events, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, pandemics and epidemics. Our rights under this section are without prejudice to any other rights that we might have under the applicable law with respect to force majeure events and their consequences.

9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. These Terms will be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
9.2. You and Framey shall cooperate in good faith to resolve any dispute arising out of or in connection with these Terms of Use, including any question regarding their existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with them (“Disputes”). If you and Framey are unable to resolve a Dispute within 60 days of notice of such Dispute, the jurisdiction and venue for actions shall be the competent courts located in England and Wales and you and Framey hereby submit to the personal jurisdiction of such courts.

10. TERMINATION
10.1. These Terms enter into force on the date you access and/or use FrameyApp and, unless otherwise stated in these Terms, and the Terms and/or the License are effective until either the date you stop using FrameyApp or you fail to comply with any term of these Terms or the date Framey terminates the License, whichever is earliest.
10.2. We reserve the right to modify, suspend, or discontinue at any time, without notice, FrameyApp, including but not limited to FrameyApp’s features and functional elements and related services.
10.3. Upon termination, you shall immediately cease any and all access to and/or use of FrameyApp and to the extent not prohibited by applicable law, all of your rights under these Terms of Use immediately terminate.
10.4. To the maximum extent permitted under applicable law, Section 4. USER REPRESENTATIONS AND WARRANTIES, Section 5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, Section 6. INDEMNIFICATION, Section 9. GOVERNING LAW AND DISPUTE RESOLUTION, Section 10. TERMINATION shall continue to apply in accordance with their terms.

11. GENERAL
11.1. These Terms, and other documents that might be published from time to time on FrameyApp constitute the entire agreement between you and Framey relating to access to and use of FrameyApp.
11.2. Whether these Terms conflict with any other document published from time to time on FrameyApp, these Terms prevail.
11.3. In the event that any provision of these Terms is held to be void, invalid, unlawful or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.
11.4. You cannot transfer your rights or obligations under these Terms of Use without our consent.
11.5. Our rights and obligations can be assigned to others, with or without notice to you.
11.6. Framey’s failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
11.7. Except as otherwise provided herein, these Terms do not give rights to any third parties.
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