1. Definitions

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1 “Authorized Devices​” means those mobile, desktop, or other devices with which the Framer Application can be accessed and used.

1.2 “​Content​” means code, content, fonts, graphics, designs, documents, or materials created using theApplication by Customer and its Users or imported into the Framer Application by Customer and its Users.

1.3 “Documentation” ​means the technical materials made available by Framer to Customer and/or its Users in hard copy or electronic form describing the use and operation of the Framer Application.

2. License and Use Rights

2.1 Framer Application.

Framer hereby grants Customer a non-exclusive, non-transferable license during the Term (as defined in Section 11.1) to: (a) use the Framer Application and to download and install desktop or mobile applications as applicable on the number and type of Authorized Devices solely for Customer’s internal business purposes in accordance with the Documentation, and (b) use hosted systems provided to Customer as part of Customer’s Framer Application subscription. The Framer Application is delivered electronically.

2.2 Provisioning the Framer Application.

Framer will provide to Customer the necessary passwords, security protocols, policies, network links or connections (“Access Protocols”) to allow Customer and its Users to access the Framer Application as described herein; no other access to the website or servers from which the Framer Application is delivered is permitted. Customer shall permit Users to access and use the features and functions of the Framer Application through the Access Protocols. Customer may select one or more Users to act as administrators and control, manage and use the Framer Application on Customer’s behalf. Customer shall be responsible for all acts and omissions of its Users.

2.3 Software Restrictions.

Customer will not, and will not authorize any User to: (a) copy or duplicate the Framer Application; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Framer Application is compiled or interpreted; (c) modify the Framer Application or the Documentation, or create any derivative work from any of the foregoing, except with the prior written consent of Framer; (d) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1 and 2.2 ; (e) build a similar or competitive product or service; (f) damage, interfere with or disrupt the integrity, performance or use of the Framer Application; or (g) use the Framer Application for any purposes prohibited by law, including without limitation, the development, design, manufacture or production of nuclear missiles or chemical or biological weapons. Customer will not conceal, remove, obscure or alter (i) any proprietary notice or legend regarding Framer’s proprietary rights in the Framer Application; or (ii) trademarks or logos displayed as part of the Framer Application. Customer will ensure that its use of the Framer Application complies with all applicable laws, statutes, regulations or rules.

3. Ownership Rights

3.1 No IP Rights Transfer​.

Other than the licenses described herein, no intellectual property rights are transferred by either Party to the other pursuant to this Agreement.

3.2 What Framer Owns​.

As between the Parties, Framer shall own all rights, including, but not limited to, all copyright rights, in the Framer Application, including any content or trademarks contained therein or thereon ​but specifically ​excluding rights in Packages. Except for the rights expressly granted herein, Customer acquires no rights, title or interest in the Framer Application.

3.3 What Customer Owns​.

As between the Parties, Customer shall own all rights in and Framer disclaims any rights in Customer’s Content.

3.4 Packages​.

Packages are owned by the persons or entities who create them.

4. Miscellaneous

4.1 Integration

This Agreement is the entire agreement between the Parties related to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions. You and Framer B.V. waive their rights to rescind or annul these Terms. Articles 3:44, 6:228 and 6:265 of the Dutch Civil Code are excluded. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Framer, Customer’s purchase order shall be binding only as to the following terms: the Framer Application ordered and the appropriately calculated fees due. Other terms shall be void.

4.2 Notices

All notices, requests, and other communications to the other Party hereunder must be in writing to support@bica.com

4.3 Counterparts

This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.