Terms of Service

Effective Date: 1 September 2020

AGREEMENT TO TERMS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) CAREFULLY, AS, TOGETHER WITH YOUR FRANKI AGREEMENT (TO THE EXTENT APPLICABLE), THEY CONSTITUTE A BINDING LEGAL AGREEMENT (the “AGREEMENT”) BETWEEN YOU AND US. BY ACTIVATING YOUR FRANKI AGREEMENT AND USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND ANY FUTURE MODIFICATIONS THEREOF. IF YOU DO NOT AGREE TO THESE TERMS , THEN PLEASE DO NOT USE THE HOSTED SERVICES.

ARBITRATION NOTICE: As stated above, these Terms together with your FRANKI Agreement (to the extent applicable) constitute a legally binding contract, as of the date of your franki Agreement, between franki GLOBAL, INC., a Delaware Corporation, and our Affiliates (businesses that are legally part of the same group of companies that franki is part of, or that become part of that group) (collectively, “franki,” “we,” “us”), and you, with respect to your use of our website (the “Site”), Applications (the “franki App”, including any features such as GiGs and others that may be included in future releases), software, and Service owned or operated by franki, and all products and services available from FRANKI (collectively, the “Service” or “Services”).

These Terms are incorporated by reference into each franki Agreement, pursuant to which you receive the right to access and use the Service. By accessing, browsing, and/or using the Service, you acknowledge that you have read, understand, and agree to be bound by these Terms and to comply with all Applicable laws and regulations, including U.S. export and re-export control laws and regulations. You may not use the Service and may not accept the Terms if: (a) you are not of legal age to form a binding contract with franki, and/or (b) you are a person barred from using or receiving the Service under the applicable laws of the United States or other countries, including the country in which you are resident, or from which you use the Service. Using the Service, you acknowledge that you have read, understood, and agree to be bound by, the Terms.

Please note that these Terms include a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to execute these Terms on behalf of such entity, its affiliates, and all “Users” (visitors, users and others who access the Service) who access our Service through your account to these Terms, in which case the terms “you” and “your” shall refer to such entity, its affiliates, and Users associated with it.

If you do not have such authority or do not agree to these Terms, do not use the Service; you may not use the “User Content” or “Content” (data, text, files, information, names, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials submitted, posted or displayed on or via the Service).

Changes to Services and Pricing. We reserve the right to modify, restrict access to, or discontinue the Service, temporarily or permanently, with or without notice to you, and are not obligated to support or update the Service, unless otherwise provided in your franki Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms.

Pricing for the Service, including but not limited to your franki Agreement plan fees for the Services, are subject to change upon 30 days’ notice. Such notice may be provided at any time by posting the changes to franki’s Website (www.befranki.com), during your franki Agreement renewal, the Service itself, or through email or other written contact method we have established with you.

franki shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Conflicts. In the event of any conflict between the provisions contained in your franki Agreement and these Terms, the provisions in these Terms shall control (provided, however, that the fact that a provision appears in your FRANKI Agreement but not these Terms, or in these Terms but not your franki Agreement , shall not be deemed to be a conflict for purposes of this sentence).

Grant of Limited License. Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service as made available by us from time to time and any documentation associated with the Service. Except for the foregoing license, no other rights in the Service or documentation are granted to you hereunder, and the Service and documentation are and will remain the sole and exclusive property of franki and its licensors, if any, whether the Service are separate or integrated with any other products, services or deliverables.

Provision of Service. object to the terms and conditions of these Terms and contingent upon performance by you of your obligations herein and in your franki Agreement, franki shall use commercially reasonable efforts to make the Service available to you, during the period of your franki Agreement, 24 hours a day, seven days a week, except for: (i) planned downtime (which we will schedule, to the extent practicable, during hours to minimize interruptions), and (ii) any unavailability caused by circumstances beyond our reasonable control. The Service includes support and maintenance as described in your franki Agreement.

franki shall have no liability whatsoever for the resulting unavailability of the Service, or any portion thereof, or for any loss of data or transactions caused by planned or unplanned system outages, corrupted data, or any other reason, or the resulting delay, incorrect delivery, or non-delivery of data or other information caused by such system outages, or any other reason including, but not limited to, bugs, corrupted data, third-party acts or any other outages of Web hosting providers or the Internet infrastructure and network external to the Service. In order to allow franki to mitigate any issues you may experience, you agree to immediately notify us of any outages or concerns.

Restrictions on Use of Service. You may not copy, duplicate, reproduce, modify or otherwise adapt, reverse engineer, decompile, disassemble, trade, sell or resell the Service for any purpose (except to the extent specifically permitted by applicable law, or, with respect to intellectual property owned by franki, allowed by written agreement with franki).

No Improper Uses. You will not use the Service in any manner which exceeds the scope of your license, or which violates your obligations, as set forth in these Terms, or for illegal activities, “spam” or distribution to any person who has not been given specific permission to be included in such a process. You may not frame any part of our Service. You may not use, or attempt to use, the Service through any means not explicitly and intentionally made available, provided or intended with respect to the Service. You may not download and/or use information about Users of the Service for any purpose competitive with the franki system or Service. You may not use the Service in any manner that could damage, disable, overburden, or impair the Service or that harms franki, its service providers, suppliers, other users, or any other person (all the foregoing “Improper Uses”).

If you use our Service for any Improper Uses, we may immediately suspend or terminate your access to the Service. You are still responsible for full payment of all fees provided for in your franki Agreement, which are non-refundable, even if your access to the Service is terminated for Improper or other Uses.

You shall not do the following in connection with the Service: (1) introduce any “malware,” such as, but not limited to, viruses, worms, and Trojan horses; (2) use deep-links, page scrapes, web crawlers, web robots, spiders, wanderers, web scutters, ants, automatic indexers, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things; (3) send or store, post, transmit or link from, infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (4) damage, disable, undermine, overburden, interfere with, disrupt, or impair the Service or the servers on which they run or interfere with any other party’s use of the Service; (5) obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service; (6) use any of the logos, trademarks, service marks, or other indicators of origin appearing on the Service, except as otherwise set forth in your franki Agreement; (7) attempt to gain access to the Service or its related systems or networks in a manner not set forth in your FRANKI Agreement or Terms; or (8) permit access to the Service by any third party hardware or software not authorized by us.

Responsibilities of Parties. franki will assign ID(s) and password(s) that will enable you to access the Service. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such ID(s) and password(s), and you are solely responsible for any losses arising from another party’s use of such ID(s) and password(s), either with or without your permission and/or knowledge. You agree that you will use the Service only for lawful purposes, in accordance with these Terms, and not for any malicious, willful or wanton purposes. We will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that franki is not responsible for compliance with laws or regulations applicable to your industry that are not also generally applicable to information technology service providers.

You represent and warrant that all data, materials and content (“Customer Data”) you provide for use with the Service are owned by you or you have the right to provide such Customer Data to franki for use with the Service. You also represent and warrant that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and you shall defend, indemnify and hold franki harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by franki or which are agreed by franki to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by you. You shall not be entitled to settle or compromise any such claim made against FRANKI without franki’s prior written consent, such consent not to be unreasonably withheld. We shall have exclusive ownership of all right, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback provided by you or any users relating to the operation, features or functionality of the Service without compensation to you.

You further represent and warrant that the information provided by you to FRANKI and entered by you into your account is complete and accurate, that franki may rely upon its accuracy, and that you will take reasonable efforts to regularly validate such information by identifying and correcting all errors and updating the information as necessary. In the event of conflicting information, the information entered by you into your account shall control. It is solely your responsibility to maintain accurate information in your account.

Subject to the parameters and restrictions set forth in our Privacy Policy, franki is under no obligation to refrain from reproducing, publishing, or otherwise using communications you send to or receive from the Site or otherwise send to or receive from franki by electronic mail or other electronic means, including any ideas, inventions, concepts, techniques, or know-how disclosed therein, for any purpose, including business collaboration, networking, the developing, manufacturing, and/or marketing of products or services incorporating such information. You hereby give franki your consent to use your personal data consistent with franki’s Privacy Policy.

You agree you will not disclose your password(s) to anyone and you will notify us immediately of any unauthorized use(s) of your account. You are responsible for all activities that occur in your account, even if you do not know about them.

You are responsible for any use of the Service, including without limitation for any data, materials and content uploaded to or transmitted using the Services by you or your employees or agents. You are responsible for the updating and backup of your data used in conjunction with the Service.

Links from the Service. The Service may contain links to third-party websites, account websites or industry websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party website, and you access and use these third-party websites solely at your own risk. These links are provided for your reference and convenience only and do not imply any endorsement, sponsorship or recommendation of the material on these third-party websites or any association with their operators. BY USING THE HOSTED SERVICE, YOU EXPRESSLY RELEASE US, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SHAREHOLDERS, LICENSORS, LICENSEES, SUPPLIERS AND SERVICE PROVIDERS FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITES AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Service; franki is not responsible for the data collection policies of these sites. Consult the Terms of Use, Acceptable Use Policies, or other agreements of each Web site you visit.

By using any third-party website or Application Programming Interface (“API”), you agree to be bound by their respective Terms of Service.

Ownership and Use of Data. You hereby grant franki a limited, non-exclusive, right to use Customer Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third-party service providers, if any, in connection with franki’s provision of the Service.

You retain any and all rights you may possess to Customer Data provided by you to franki though the Service or collected from others by franki on your behalf. Such Customer Data will only be used by franki as reasonably required for providing Service as contemplated hereunder and in accordance with the Confidentiality obligations set forth in these Terms. Unless we have your permission, franki will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, for the purposes of providing you the Service, or by a successor in connection with a change of control of franki or our business). franki may retain copies of Customer Data for a reasonable period following expiration or termination of any  Agreement. In the event of expiration, we will keep the associated Customer Data for at least sixty (60) days before purging. In the event of termination, we will keep Customer Data for not more than sixty (60) days prior to purging it from your account, which will result in the Customer Data not being recoverable by you.

In the event you desire to maintain Customer Data for multiple geographical areas in one location, franki will work with you to embed part of its process on your website as part of your franki Agreement fee, assuming your site utilizes standard industry technology.

Confidentiality. Any party receiving Confidential Information hereunder (“Recipient”) agrees that (a) it will treat all Confidential Information of another party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party (“Discloser”), except for the purpose of providing or utilizing the Services and for any other purpose Discloser may authorize. For purposes of these Terms, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. Both a Customer’s request for Customer Data and the terms and conditions of any proposal for franki’s products or Services shall be deemed to be Confidential Information. All documentation, other than what is publicly available, that franki provides in association with the Service is exclusively our Confidential Information.

Additionally, all information you receive from an authorized franki user/account, that is in response to your request, shall be treated as Confidential Information as between the requestor and you, the recipient, of the information.

Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.

Proprietary Rights. The Service, including all material and information, and the selection, arrangement and composition of such information are proprietary property of franki and its licensors and suppliers and are protected by United States’ and international intellectual property laws, including trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notices incorporated in or accompanying the Service for any purpose, including, without limitation, your internal use.

You acknowledge that franki or its licensors retain all ownership of, and copyright, trademark, trade secret, patent and other proprietary and intellectual property rights in, the Service, and any or all modifications to the Service, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in these Terms will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Service, or any intellectual property rights relating thereto.

You agree that you shall not disclose to anyone any proprietary or confidential information of franki which you may receive through the Service or which you may have access to on the Site, franki App or alternative sources, and that you will not use any such information to compete against or otherwise harm the business interests of franki or reverse engineer our product offerings. No competitors or future competitors are permitted access to the Site, franki App or Service, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or franki App or which you receive through the Service. In addition, you agree to pay all reasonable attorney’s fees and costs incurred in enforcing these provisions.

To the best of franki’s knowledge, all material published by franki on its web pages and other media properties, are done in full agreement with the original copyright owners (be that franki or another party). If you come across a situation where you suspect that this may not be the case, we ask that you contact: [email protected]

You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the franki website or franki App or otherwise made available through the Service may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable franki third party licensor, and that, provided there is no material reduction of functionality in the Service, removal or alteration of Third Party Content shall not constitute a material breach of the Terms or your frankiAgreement.

Service Mark and Trademark Rights “franki, any franki Logo, and any other marks designated with “®” are registered service marks or trademarks, and those designated with ™ or “SM” are pending and/or common law service marks or trademarks of franki in the United States and/or other countries (collectively, “franki Marks”). Unless franki has consented to your use in writing in accordance with the terms of your franki Agreement, you may not use any of the franki Marks, trade names, logos, icons, images, domain names and other distinctive brand features.

The look and feel of the Service are copyrighted as follows: “©2021 franki Global, Inc. All Rights Reserved.” You may not copy, duplicate or reuse any portion of the visual design elements or concepts without franki’s express prior written consent.

General Disclaimer. Any written materials published by franki (the “Materials”) have been compiled by franki from internal and external sources. However, while FRANKI has attempted to provide accuracy in the provision of the Service, including on its Site or in the franki App, no representation is made, or warranty given as to the completeness or accuracy of the Materials. You should be aware that the Materials may be incomplete, may contain errors, or may have become out of date. You should therefore verify information obtained from the Site or franki App before you take any action upon it, and you agree that any copy of the Materials (or any portion of the Materials) that you make shall retain all copyright and other proprietary notices contained herein or therein.

No advice or information, whether oral or written, obtained by a User from FRANKI shall create a warranty not expressly made herein.

Warranty Disclaimer. THE SERVICE AND INFORMATION ON THE SITE AND IN THE FRANKI APP ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, FRANKI, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SHAREHOLDERS, LICENSORS, LICENSEES, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “FRANKI PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICE AND YOUR USE OF, OR TRANSACTIONS WITH, THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON- INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. FRANKI DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER(S) USED FOR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability. FRANKI’s liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys’ fees or costs arising under the Agreement shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total amount paid to franki for use of the franki Applicable Services in the preceding twelve-month period calculated from the time of the incident giving rise to liability. If no fee is paid to franki, franki does not retain any liability.

IN NO EVENT WILL FRANKI OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICE OR OTHER MATERIALS PROVIDED UNDER THE AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE, THE FRANKI APP, OR SERVICE PERFORMED OR INFORMATION PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF FRANKI OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in the Agreement.

Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE FRANKI PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, LOSSES, OBLIGATIONS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES, COSTS, AND ATTORNEY’S FEES DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICE, (2) YOUR USE OF, OR TRANSACTIONS WITH, THIRD PARTIES, AND (3) YOUR VIOLATION OF ANY OF THESE TERMS. FRANKI RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH FRANKI IN ASSERTING ANY AVAILABLE DEFENSES.

GiG Terms and Conditions A GiG is a promotional feature offered as part of the Services that will allow You to run a contest within your venue to help you promote your venue to app users run as a contest(“GiG” or “Contest”). If you choose to participate in GiGs, you agree to become the Contest Sponsor and comply with federal, state, and local laws and regulations relating to Contests and Sweepstakes.

franki will provide access to the GiG management portal and give You the ability to input the information needed to ensure You comply, including:

1. Start and end date of the GiG;
2. Clear GiG rules around entry requirements and how the entries will be judged;
3. Statement on when winners will be awarded;

franki will use best endeavors to ensure conditions covering generic Contest Terms and Conditions are covered within the user’s terms of use.

General.

Assignment. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with franki’s prior written consent, but may be assigned by franki without restriction and without notice to you.

Export Control. Software and the transmission of applicable technical data, if any, in connection with the Service may be subject to export and/or import controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported to and from the United States or the country in which you reside.

Governing Law, Jurisdiction, Venue and Arbitration. The Agreement will be governed by, construed under and enforced in accordance with the laws of the State of Delaware without reference to its choice of law principles or the United Nations Convention on the International Sale of Goods; and (ii) in the event any party brings a civil action or initiates judicial proceedings of any kind related to this Policy (except for actions to enter or collect on judgments), you consent to the exclusive personal jurisdiction and venue of the federal and state courts located in the State of California.

Any dispute, controversy or claim arising out of, or in relation to, the Service, these Terms, your franki Agreement or any relationship between us, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Rules of the American Arbitration Association in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one; the seat of the arbitration shall be Los Angeles, California, unless otherwise agreed by the Parties; and, the arbitral proceedings shall be conducted in English.

Entire Agreement, Severability. These Terms, together with your franki Agreement, constitute the entire agreement between you and franki concerning the Service and supersede all prior or contemporaneous communications of any kind between you and franki with respect to the Service. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and franki’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Updates to Terms. The Materials published on the Site or on the franki App may include technical inaccuracies or typographical errors. Changes – including, but not limited to, quoted prices – may be made periodically to the Materials. franki may also make improvements and/or changes in the Service described in the Materials at any time without notice. franki shall have the right to revise these Terms at any time by updating this posting. By linking, accessing, browsing, and/or using the Site or franki App, you agree to be bound by any such revisions and should therefore periodically visit the Site or franki App to determine the then-current Terms to which you are bound.

Term and Termination. Each license commences on the start date specified in your franki Agreement and continues for the term specified therein. Except as otherwise specified in the your franki Agreement, all licenses shall automatically expire at end of the relevant term.

On termination or non-renewal of your franki Agreement, the agreement between us under these Terms shall automatically terminate. You also expressly understand that if your account is terminated by franki, you may not establish a different account without franki’s written agreement, who reserves the right to immediately terminate any such account at its sole discretion.

We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Service, in whole or in part, and to block or prevent future access to and use of the Service.

Effect of Termination. On termination of the Agreement between us under these Terms, without limiting either party’s rights or remedies at law or in equity, but subject to any exclusive remedies herein:

(a)termination for any reason shall not affect any past sums due hereunder and under your franki Agreement;

(b)if termination is by you for cause due to a material breach by us, which we do not cure within thirty (30) days of written notice from you detailing such breach, then no additional future sums shall be due for the license hereunder. For all other terminations, on termination of the Agreement, no refunds shall be given and all fees that would have become due during the applicable term shall be accelerated and shall become due on termination;

(c)except for the license to franki regarding Customer Data, all licenses hereunder shall immediately terminate, and you shall, and shall ensure that all your users shall, immediately cease use of the Service; and

(d)each party shall promptly return to the other party any Confidential Information of the other party in whatever form or media originally provided.

Surviving Provisions. All provisions of these Terms relating to ownership of assets and intellectual property, confidential information, limited warranties, disclaimers, releases and limitation of liability, and effects of termination and dispute resolution, and any terms stated to survive in your franki Agreement, shall survive any expiration or termination of the agreement between us under these Terms.

Third Party Beneficiaries. These Terms do not create any right of action on the part of any third party, except for the FRANKI Parties, licensors and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.

Attorney Fees. If the FRANKI Parties take legal action against you as a result of your violation of these Terms, the FRANKI Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the franki Parties.

Contact Us. If you have questions, please contact us by email at:

• General Inquiries (Information, Requests to be Contacted, etc.): [email protected]
• Technical Support (Platform Technical Support, Functionality, Improvement Suggestions etc.): [email protected]
• Legal (Media Properties, Use of Confidential Information, Copyright Concerns, Improper Use Issues, etc.): [email protected]
• Content Errors (Notice that Content is not Accurate or is Misleading): [email protected]