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Framework User Agreement

This User Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Framework, a division of Juvo Technologies, LLC ("Framework," "we", "us" or "our") and applies to your use of the Framework website and all services described herein (collectively, the "Framework Services").

Part 1: General Use.
By signing up to use the Framework Account through the Framework website located at framework.juvotec.com, the Framework API, and/or any associated Framework-hosted websites or mobile applications (collectively the "Framework Site"), you agree to comply with and be legally bound by this Agreement, as revised from time to time. If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any of the Framework Services and must cancel your Framework Account, free of charge, in the manner set forth below. You further agree that any disputes between you and Framework will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. We may amend or modify this Agreement by posting on the Framework Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. We may (a) modify or discontinue any portion of the Framework Services, and (b) suspend or terminate your access to the Framework Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Framework Services, or suspension or termination of your access to the Framework Services, except to the extent otherwise expressly set forth herein. To be eligible to use the Framework Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity). By accessing or using the Framework Services you represent and warrant that you are 18 or older.

1. BASIC FRAMEWORK SERVICES. Your Framework account ("Framework Account") encompasses the following basic Framework Services, among others:

  • Interactive Governance, Risk and Compliance software
Each of these Framework Services is described in detail below.

2. CREATING A FRAMEWORK ACCOUNT.
2.1. Registration of Framework Account. In order to use any of the Framework Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. Upon successful completion of the registration process, Framework will establish your Framework Account. Framework may, in our sole discretion, refuse to allow you to establish a Framework Account, or limit the number of Framework Accounts that a single user may establish and maintain at any time.

3. REFUND POLICY.
Refunds are not available and in certain circumstances we may offer credit for service lost or interrupted.

4. NOTIFICATION SERVICE AND OTHER TOOLS
4.1. Informational Purposes Only. The Notification Service as well as Other Tools offered by Framework are information services offered free of charge. We make no guarantee that the data provided by these services are accurate, up-to-date, or correct, and by using these services you agree not to hold Framework responsible for any costs or damages incurred. We reserve the right to discontinue any or all of these services at any time, and we reserve the right to restrict access to these services for any reason.

5. GENERAL USE, PROHIBITED USE, AND TERMINATION.
5.1. General Use.

    5.1.1 Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Framework Site, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by Framework from time to time. Any other use of the Framework Site or Content is expressly prohibited. All other rights in the Framework Site or Content are reserved by us and our licensors. We reserve all rights in the Framework Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Framework Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Framework Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Framework Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Framework Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "framework.juvotec.com", "Framework", and all logos related to the Framework Services or displayed on the Framework Site are either trademarks or registered marks of Framework or its licensors. You may not copy, imitate or use them without Framework's prior written consent.

    5.1.2. Website Accuracy. Although we intend to provide accurate and timely information on the Framework Site, the Framework Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Framework Site are your sole responsibility and we shall have no liability for such decisions.

    5.1.3. Third-Party Materials. From time to time, the Framework Site may contain references or links to third-party materials (including without limitation websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Framework Site, including without limitation content, property, goods or services available on the linked sites or services.

    5.1.4. Third-Party Applications. If, to the extent permitted by Framework from time to time, you grant express permission to a third party to access or connect to your Framework Account, either through the third party's product or service or through the Framework Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Framework Account credentials. Further, you acknowledge and agree that you will not hold Framework responsible for, and will indemnify Framework from, any liability arising out of or related to any act or omission of any third party using your Framework Account credentials. You may change or remove permissions granted by you to third parties with respect to your Framework Account at any time through the Account Settings (Integrations) page on the Framework Site.

    5.1.5. Application Programming Interface. Any person or entity who uses Framework's Application Programming Interface ("Framework API") must comply with the terms of this User Agreement and/or any other conditions as Framework may put into place in its sole discretion from time to time. The Framework API is owned by Framework and is licensed to Framework API users on a non-exclusive, non-sublicensable basis. Framework reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the Framework API.
5.2. Prohibited Use. In connection with your use of the Framework Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your Framework Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with Prohibited Use.

5.3. Suspension, Termination, and Cancellation. Framework may: (a) suspend, restrict, or terminate your access to any or all of the Framework Services, and/or (b) deactivate or cancel your Framework Account if:
  • We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
  • We reasonably suspect you of using your Framework Account in connection with Prohibited Use; or
  • Use of your Framework Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
  • Our service partners are unable to support your use; or
  • You take any action that Framework deems as circumventing Framework's controls, including, but not limited to, abusing promotions which Framework may offer from time to time.
You will not be charged for canceling your Framework Account and will only be required to pay for those Framework Services used that are subject to charges. If any transaction is in a pending state at the time your Framework Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your Framework Account to evade an investigation or avoid paying any amounts otherwise due to Framework. Upon cancellation of your Framework Account, you authorize Framework to cancel or suspend pending Data Service transactions and hold the funds associated with such transactions until Framework is certain that funding reversal windows are complete. In the event that you or Framework terminates this Agreement or your access to the Framework Services, or deactivates or cancels your Framework Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, Framework may temporarily suspend access to your Account until the problem is resolved.

6. OUR RELATIONSHIP WITH YOU.

6.1. Relationship of the Parties. Framework is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Framework to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Framework to be treated as the agent of the other.

6.2. Service Providers. From time to time, Framework may engage third parties to assist Framework in providing certain aspects of the Framework Services (each, a "Service Provider"). Service Providers may include, but are not limited to, Framework's technology or engineering service providers.

6.3. Your Privacy. Protecting your privacy is very important to Framework. Please review our Privacy Policy, which is hereby incorporated by reference into this Agreement, in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

6.4. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Framework Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Framework Account by third-parties and the loss or theft of information from your Framework account. You are responsible for keeping your email address and phone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Framework Account information has been compromised, contact Framework Support immediately at framework@juvotec.com.

6.5. Consent to Electronic Records. By using the Framework Services, you agree that Framework may provide you with any notices or other communications about your Framework Account and the Framework Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Framework Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Framework Account and your Framework Account will be cancelled. 6.6. Notices to Framework. We prefer receiving notices to Framework electronically through our support system at framework@juvotec.com.

7. CUSTOMER FEEDBACK, QUERIES, AND COMPLAINTS

7.1. Contact Framework. If you have any feedback, questions, or complaints, contact us via our email at framework@juvotec.com. When you contact us please provide us with your name, email address, and any other information we may need to identify you, your email address associated with your Framework Account, and the issue with which you have feedback, questions, or complaints.

7.2. Arbitration; Waiver of Class Action. If you have a dispute with Framework, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in arbitration, on an individual basis in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Framework hereby expressly waive trial by jury. The arbitration shall take place in Hattiesburg, Mississippi, in the English language and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.

7.3. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Framework must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

8. GENERAL PROVISIONS.

8.1. Limitations of Liability. IN NO EVENT SHALL Framework, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE Framework SITE, THE Framework SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LIABILITY OF Framework, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO Framework BY YOU IN THE PRECEDING THREE (3) MONTHS.

8.2. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Framework. Always log into your Framework Account through the Framework Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

8.3. Release of Framework. If you have a dispute with one or more users of the Framework services, you release Framework, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, in entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California civil code §1542), that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

8.4. No Warranty. THE Framework SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. Framework SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Framework DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF Framework SERVICES, AND OPERATION OF THE Framework SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

8.5. Indemnification. You agree to indemnify and hold Framework, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Framework Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

8.6. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Framework as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Framework.

8.7. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Framework without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Framework Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

8.8. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

8.9. Change of Control. In the event that Framework is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

8.10. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Framework Account cancellation, debts owed to Framework, general use of the Framework Site, disputes with Framework, and general provisions, shall survive the termination or expiration of this Agreement.

8.11. Governing Law. You agree that the laws of the YOUR_STATE, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Framework, except to the extent governed by federal law.

8.12. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

8.13. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

8.14. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

8.15. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

Appendix 1: Prohibited Use
You may not use your Framework Account to engage in the following categories of activity ("Prohibited Use"). By opening a Framework Account, you confirm that you will not use your Account to do any of the following:
  1. Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections);
  2. Partake in a transaction which involves the proceeds of any unlawful activity;
  3. Partake in any transaction involving online gambling except where permitted by Framework;
  4. Defraud or attempt to defraud Framework or other Framework users;
  5. Infringe upon Framework's or any third party's copyright, patent, trademark, or intellectual property rights;
  6. Provide false, inaccurate or misleading information;
  7. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
  8. Interfere with another individual's or entity's access to or use of any of the Framework Services;
  9. Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
  10. Publish, distribute or disseminate any unlawful material or information;
  11. Transmit or upload any material to the Framework Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  12. Harvest or otherwise collect information from the Framework Site about others, including without limitation email addresses, without proper consent;
  13. Act as a payment intermediary or aggregator or otherwise resell any of the Framework Services, unless expressly authorized by Framework in writing;
  14. Transfer any rights granted to you under this Agreement;
  15. Use the Framework Account information of another party to access or use the Framework Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Framework Account and information;
  16. Otherwise attempt to gain unauthorized access to the Framework Site, other Framework Accounts, computer systems or networks connected to the Framework Site, through password mining or any other means; or
  17. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law.