General Terms and Conditions

Effective date: April 8th 2024

1. Purpose

These General Terms and Conditions (the "GTC"), including the Service Level Agreement (hereinafter “SLA”), the Privacy Policy, and the Acceptable Use Policy, govern the contractual relationship and constitute the entire agreement (hereinafter the “Agreement”) between Frontify AG a Swiss-registered Corporation with Commercial register number CHE-253.260.210, and its registered office at Unterstrasse 4, 9000 St. Gallen, Switzerland, (hereinafter: “Frontify”) and Client (altogether also referred to as “Parties”) in connection with the license for the use of the software solution “TwicPics” made available by Frontify (hereinafter the “Solution”) and the related services (hereinafter the “Services”).

The Solution is an image processing software solution for developers, web agencies, software firms, and/or companies, which enables them to have their Webmaster images (hereinafter: the “Master Images”) resized, optimized, and delivered to end-viewers in a device-adapted version. The Solution is made available by Frontify to Client for use via the Internet as a Software-as-a-Service (SaaS) and can be purchased through the website of TwicPics (hereinafter: the “Website”).

Any deviations and/or additional terms to these GTCs shall require the express written approval of Frontify. Such deviating provisions shall only apply to the Agreement and shall have no prejudicial effects on any other agreements between the Parties.

Any terms or provisions of Client not incorporated expressly in the Agreement or not mutually agreed upon in writing between the parties are herewith objected to. Their application to the contractual relationship between Frontify and Clients is excluded.

Should there be any conflicts in the Agreement between these GTCs and the provisions of any other document, the provisions of these GTCs shall take precedence.

2. Subscription to the Services

2.1 Subscription offers

The Client subscribes to the Solution and the Services in the form of a subscription (hereinafter referred to as the "Subscription") under one of the following offers (hereinafter referred to as the "Offers"):

(i) The Free Offer, under which the Client shall pay no fees, and does not benefit from any support and the availability Services of the SLA;

(ii) The Business Offers, whence the Client pays a monthly fee for a fixed volume of Gigabytes per month. Any over-usage of Gigabyte is subject to additional fees. The Client also benefits from support and availability Services, as provided in the SLA on the Website;

(iii) The Enterprise Offer, whence the Services provided by Frontify to Client are subject to an individually customized quotation based on Client’s needs and mutually agreed between the parties in writing. The fees might vary in accordance with the specific requirements of the Client.

2.2 Registration on the Website and acceptance of the GTC

In order to subscribe to one of the Offers, other than the Enterprise Offer, the Client shall first create an account on the Website(hereinafter: the “Account) by completing the registration form available on the Website and providing the correct information required. Any incomplete registration will not be validated by Frontify, thus preventing the Client from subscribing and using their Account. `` The Client acknowledges and warrants that all information provided in the registration form is exact, up to date and truthful and is in no way misleading or false. The Client agrees to update their information in the event of any change, in order to meet such criteria continuously. The Client is hereby informed and accepts that such information is valid as proof of their identity. Details entered by the Client shall be binding upon confirmation.

In order to use the Services, the Client must accept to be bound by these GTC. This can be done by clicking the opt-in button on the Website during the account phase creation. In this way, the Client accepts to be bound by these GTC and declares to have understood their content. This acceptance can only be full and complete. Any qualified acceptance is considered null and void. Any Client who does not accept to be bound by these General Terms and Conditions will not be able to contract with Frontify.

3. Term

Any Subscription takes effect upon the date of registration on the Website, subject to payment of the fees as set forth in the Agreement for an initial period of 1 (one) month or 1 (one) year, depending on the Offer purchased by Client (“Initial Period”). Any Subscription period started is due in full.

After the expiration of the Initial Period, the Subscription is automatically renewed for subsequent periods of the same duration as the initial period (each a “Renewal Period”), unless the parties agree otherwise in writing or unless written notice of cancellation is given either by Ftontify or the Client in writing (email sufficing) no later than: i) the last day of the then-current period for monthly subscriptions; or ii) sixty-days before the end of the current period for annual subscriptions. The cancellation of the Subscription is effective as of the last day of the then-current period.

4. License for the use of the Solution

4.1 Right of Use

For the entire duration of the Subscription, Frontify grants to Client and the members of its personnel who shall have access to the Solution (hereinafter: the “Users”) a limited, personal, non-transferable, non-sublicensable, non-exclusive, and revocable license to use the Solution, in its existing version as of the date of its purchase, as well as in its successive versions as and when they are created, for the sole purposes of the processing of the master images (hereinafter: the “Master Images”) and conditioned to the full payment of the fees by Client. The license is granted for the sole purpose of the use of the Solution, for the Client’s own business needs. Subject to the specific Subscription purchased by Client, the Right of Use is limited to the use of the Solution licensed to Client in accordance with the limits of the Services purchased. Any sub-licensing or further licensing of the Solution by the Client is prohibited.

The Client and the Users are not entitled to further rights associated with the Frontify Services, such as ownership, copyright, patent, trademark, or other usage rights not explicitly granted under the Agreement. The above-mentioned license is granted for the sole purpose of the use of the Solution, for the Client’s own business needs.

Client has no right to a copy and thus has no right to a backup copy of the source code of the Solution. All rights in the Solution and the Services over and above the Right of Use defined under this Agreement remain entirely with Frontify.

4.2 Restrictions

Client and Users shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to operate the Solution or any software, documentation or data related to the Solution and the Services; (ii) access or use the Solution for purposes of competitive analysis or development; (iii) copy, modify, translate, or create derivative works based on the specifications of the Solution; (iv) remove, delete, alter, or obscure any proprietary notices or labels; (v) damage, disrupt, or impede the performance of the Solution or of any third-party products and services in whole or in part; or (vi) bypass or breach any security devices or measures implemented by TWICPIS in connection with the performance of the Services.

Client and Users shall exclusively use the Solution and the Services for their internal business purposes. They shall be solely responsible for the accuracy, integrity, and legality of data and images uploaded within the Solution and its use user, including maintaining and updating any uploaded data and making it available within the Solution. In particular, Client shall be responsible that any user will (i) abstain from uploading, transmitting, supporting, storing, inciting, promoting, or otherwise making available on the Solution (a) any image or data that is or could reasonably be viewed as unlawful (including the infringement of third parties intellectual property rights), racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable, (b) any image or data which contains libelous material, harmful code, software viruses, worms, Trojan horses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of the Solution and the Services, or (c) any sensitive personal data and; and (ii) not share user’s login credentials, which must be used a single individual user only. If the Client or any user breaches the terms of this section, Frontify shall have the right to immediately remove the respective User’s Customer Data, suspend the User’s account or terminate the Subscription without liability and without refunding any unused prepaid fees.

4.3 Cache purge feature and mechanism

Client and its Users shall have the right to use the Frontify Cache purge feature and the Purge mechanism for up to a maximum fair use amount of 50 (fifty) Cache Purge requests per month. Frontify will monitor the use of the Cache Purge requests and mechanism, and will warn the Customer via a popup notification in the Solution when the Client is reaching the fair use limit. In that case, the Client shall have the right to increase the maximum available limit of usable Cache Purge requests by paying additional Fees or shall reduce its usage to remain within the agreed monthly limits.

4.4 Implementation of the license

Upon registration on the Website, Frontify shall provide to the Client in writing (email sufficing) a URL-based image processing API (hereinafter: the “API”), which the Client must integrate into their IT system in order to activate the Solution. Upon request, Frontify can assist the Client in proceeding with this integration.

For purposes of this integration, the Client must gain knowledge of the technical documentation of the API available on the Website.

The activation of the Solution automatically entails the opening of the Client's Account, giving access to its own personal space (hereinafter: the "Personal Space"), which shall enable it to use the Solution.

Where appropriate, it is the Client’s responsibility to select the members of its personnel who shall have access to the Solution (hereinafter: the “Users”) and to provide them with connection IDs and passwords.

It is also the sole responsibility of the Client to ensure that the Users do not share their login credentials with any third party to access the Solution on their behalf. The Client remains fully liable for the consequences of all actions that occur through their Users' accounts. The Client expressly acknowledges that any use of the Solution under one of these connection IDs shall be deemed to have been made by the relevant User.

4.5 Warranties

Frontify warrants to the Client that (i) it has all rights and permissions needed to grant Client the license of use of the Solution, as set forth above, (ii) the Solution contains nothing that could fall under the laws and regulations relating to counterfeiting, unfair competition, and more generally, infringe the intellectual property rights of third parties and (iii) it has not granted and shall not grant to any third party any assignment or license of use on the Solution that may prevent or hinder the performance of this Agreement.

Except as set forth above, the Solution is provided “as is.” Frontify makes no other warranties, expressed or implied, and hereby disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose, as well as any warranty of the Solution with specific hardware, software, and browser compatibility, and that the Solution will remain free of any virus, worm, back door, Trojan horse, time bombs, software locks, or similar harmful, destructive, or disruptive.

5. Maintenance and support services

5.1 Corrective maintenance and technical support

Depending on the Client’s Subscription, Frontify can provide corrective maintenance and technical support, pursuant to the provisions set forth in the SLA available on the Website.

5.2 Updates and Beta Services

Frontify may modify the Solution at any time to adapt it to technical or commercial market changes, to include new or disable obsolete products, to improve Client’s experience, and for good cause. In particular, such good cause shall be deemed to exist if the modification is required due to: (i) a necessary adaptation to a new legal situation or case law; (ii) changed technical framework conditions (e.g., new browser versions); (iii) the protection of system security; or (iv) further development of the Solution.

During the term of the Subscription, Frontify shall make the Client benefit from: (i) all improvements of the functionalities of the Solution and all revisions aimed at implementing minor extensions of the Solution (hereinafter referred to as: the “Updates”); (ii) all changes of the Solution and the attached documentation by adding new functionalities (hereinafter referred to as: the “New Versions”).

The nature and the frequency of Updates and New Versions is at Frontify's own discretion. The Client expressly acknowledges and agrees that Frontify has the right to implement any Updates automatically, without the Client's prior notice and consent. Frontify shall make commercially reasonable efforts to communicate to the Client in writing (email sufficing) the release of any New Version of the Solution before it becomes available for use.

Any Update and New Version shall not substantially negatively impair the functionality of the Solution. If any modification has such a negative and substantial material impact, Frontify will make commercially reasonable efforts to communicate such changes to the Client in due time through one of its communication channels (email sufficing).

From time to time, Frontify may provide Clients with access to "alpha," "beta," or other "early-stage" Services, (collectively, "Beta Services"), which are optional for Clients to use. The Beta Services are not generally available and may contain bugs, errors, defects, or harmful components. Frontify does not provide any indemnities, security commitments, service level commitments, or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation to the Beta Services. Frontify shall have no liability for any harm or damage arising out of or in connection with the Beta Services. Beta Services may be subject to additional terms which may supplement, but not supersede the terms in this Agreement. Client or Frontify may terminate Client’s access to Beta Services at any time. The Beta Services, including without limitation Client’s assessment or feedback of any Beta Services, are the proprietary and confidential information of Frontify.

6. Hosting of the Solution

Frontify shall host the Solution and the data related to the Client’s Master Images (hereinafter: the “Client Data”) in compliance with trade practices and industry standards, through a professional hosting provider conducting its business activity in compliance with trade practices and industry standards.

Frontify shall provide the Client with processing capacity for its use of the Solution and implement all necessary technical means, compliant with the state of the art, to ensure the security of access to the Solution.

Such measures shall involve protecting and supervising Frontify's infrastructures, controlling physical and/or virtual access to said infrastructures, and implementing detection, prevention, and recovery measures to protect servers from malevolent acts in accordance with Frontify's internal policies.

Frontify shall also take all appropriate precautions, considering the nature of Client Data and the risks incurred by automatic data processing required for the use of the Solution, to prevent the security of the Client Data, including to prevent them from being deformed or damaged and to prevent their access by unauthorized third parties.

Client shall be solely responsible for the internet connection to access and use the Solution and ensure that the hardware and software required for this purpose are in place (e.g., PC, network connection, browser).

7. Service levels

Frontify shall make commercially reasonable efforts to ensure the quality, permanence, and continuity of access to and use of the Solution.

In that respect, Frontify shall make reasonable efforts to guarantee the availability of the Solution pursuant to the provisions set forth in the SLA available on the Website and taking into account the complexity of the internet, the disparity in the capacity of the various subnetworks, the fluctuations in the number of users of the Solution at peak times, and the other external factors over which Frontify has no direct control (e.g. hosting servers unavailability).

Frontify reserves the right to carry out maintenance of the Solution. Such scheduled maintenance shall not disproportionately interrupt the Services, but the Client acknowledges and agrees that it may result in the limitation or the suspension of the back-office administration of the Services. In this event, Frontify shall inform the Client of these maintenance operations within a reasonable time in advance, and in any event no later than 3 (three) days in advance, by any appropriate means, including the publication of a message on the Website’s front-page. Frontify shall make its best efforts to keep the Services interrupt-free during any scheduled maintenance.

In the event of hardware or software malfunction in its equipment, Frontify shall devote all necessary means to restore access to the Solution in a timely manner and at its own expense.

The Client hereby acknowledges and accepts that this service level guarantee does not cover any failure or interruption of the Solution, the cause of which originates from telecommunications operators or Internet service providers.

In any event, it is hereby expressly agreed between Frontify and the Client that any failure to respect any undertaking set forth in this article shall not be considered as a breach of these GTC and that Frontify's liability shall be limited under the conditions provided for in these GTC.

8. Other Services upon request

Upon request of the Client, Frontify reserves the right in its own discretion to provide additional services (hereinafter “Additional Services”), including but not limited to:

Assistance to the Client for the integration of the API in the Client’s IT system;
On-site intervention at the Client’s premises for tuning, maintenance or support, and/or training purposes.

The Client acknowledges and agrees that such Additional Services are subject to supplementary fees embedded in separate quotations, to be validated by the Client through the Website.

9. Financial Conditions

9.1 Prices

For the use of the Services, the Client shall owe Frontify the fees depending on the purchased Offer and in accordance with the terms of these GTC’s.

Unless otherwise specified, all the prices are indicated in euros and exclusive of any sales tax.

All Fees are non-refundable, and no refunds shall be issued for the Client’s partial use or non-use of the Frontify Services. Any license period started is due in full.

9.2 Price revision

Frontify has the right to revise the prices at any time and in its sole discretion, unless otherwise agreed with the Client in writing. New prices will only apply upon the renewal of the Subscription.

Frontify shall inform Client in writing (email sufficing) of any price change no later than thirty (30) days before the new prices enter into force.

The new prices will apply automatically to the new billing period of the Subscription, and the sole remedy of the Client shall be their right to cancel the Subscription in accordance with the provisions of the Agreement. The Client continuing to use the Services after the new prices enter into force shall be deemed to have accepted them.

9.3 Invoicing and payment

Depending on the Offer purchased by Client, the fees shall be invoiced monthly, quarterly, or yearly and shall be sent to client via a standard electronic communication (email sufficing) before the beginning of the new billing period.

Frontify's invoices shall be paid within a maximum of 30 (thirty) days from the date of invoicing. Frontify reserves the right to automatically invoice Client for any usage of the Solution and the Services beyond the limits purchased in the applicable Offer.

The Client warrants to Frontify that they have all the necessary authorizations to use the chosen payment mode.

9.4 Payment delays and incidents

Any payment delay of all or part of an amount at its due term shall automatically entail, without prejudice to the provisions set out in article “Termination for breach”, and from the day following the payment date indicated in the invoices:

(i) Forfeiture of the term of all amounts payable by the Client, regardless of the terms of payment that had previously been agreed, (ii) Immediate suspension of the Client’s access to the Services until complete payment of all amounts due by the Client is received, (iii) Invoicing by Frontify of a late payment interest at the rate of 3 (three) times the legal interest rate, calculated on the total of all due amounts that were not paid on time, as well as a lump sum of 40 (forty) euros for costs recovery, without prejudice of any further compensation in the event effective recovery fees should be higher than this amount.

This rate shall be calculated based on periods of one calendar month. Any month started shall be counted as a whole month.

10. Obligations and warranties

The Parties shall fulfil their respective obligations arising out of these Agreement in good faith, with the diligence of care and in compliance with trade practices, and it is understood and agreed that the obligations of Frontify do not entail any obligation of result, this being expressly acknowledged and agreed by the Client.

10.1 Frontify Obligations and Warranties

Without prejudice to other obligations provided for in these General Terms and Conditions, Frontify warrants that:

it has the right and authority to enter into and to carry out the obligations contemplated in this Agreement.
either owns or has all rights, title, and interest to the Services and the Solution.
will not knowingly introduce any virus, worm, back door, Trojan horse, time bombs, software locks, or similar harmful, destructive, or disruptive code and follow industry standards to prevent the introduction of the aforementioned into the Solution
holds sufficient insurance coverage to cover its obligations under this agreement. Frontify agrees to maintain this insurance policy in force for as long as any of its obligations under these General Terms and Conditions are applicable.

Frontify shall provide adequate personnel and assume a commitment toward the Client to advise, inform, recommend, and warn about the Services and the specifications of the Solution. In particular, Frontify undertakes to inform the Client of any difficulty that may occur with regard to the implementation or the use of the Solution.

Frontify shall set up adequate procedures in accordance with best industry standards applicable to the Services to strengthen the security of the functioning of the Solution and to prevent any failure, intrusion, or intrusion attempt by a malicious third party. However, Frontify shall not be held responsible for any lack of vigilance or security by the Users in the preservation of their connection ID. The Client expressly acknowledges having reviewed said measures and considering they are sufficient to enable Frontify to fulfill its abovementioned obligations of security and confidentiality.

10.2 Client’s Obligations and Warranties

Without prejudice to other obligations provided for in these General Terms and Conditions, the Client warrants and undertakes to: .

provide Frontify with all documents, data, and information necessary for the appropriate fulfillment of Frontify's obligations under these General Terms and Conditions. More generally, the Client undertakes to actively cooperate with Frontify for the proper performance of the Services and to keep Frontify informed of any difficulty in such performance.
have read on the Website and understood the scope, characteristics, and limitations of the Solution and the Services, in order to ensure that these fulfill the Client’s needs and expectations.
to comply with all applicable laws and regulations in force in its country, in particular with regard to the collection and distribution of data as pertaining to its industry, and not to violate public order or infringe the rights of any third party. The Client is solely responsible for successfully complying with all necessary administrative, tax, and/or social duties, as well as for the payment of contributions and relevant applicable taxes that could result from the use of the Solution. Frontify shall in no case be held liable in this respect.
have understood that the implementation of the Solution, as well as any communication with Frontify including in the context of remote maintenance and support services, require internet connection to run; thus Client also acknowledges and warrants to have implemented and maintain an appropriate internet connection in order to and ensure that the hardware and software required for this purpose are in place (e.g., PC, network connection, browser). The Client is solely responsible for such connection.
be held solely responsible for their use of the Solution, including any relation with their clients and/or users in the context of the use of the Solution. Therefore, the Client shall be solely responsible for:

the respect of its contractual commitments towards third parties, in particular for any difficulties or disputes with said third parties with regard to its use of the Solution and the Services.
the Master Images that are processed through the Solution. The Client warrants Frontify that it has all the necessary rights and authorizations for the processing of Master Images through the Solution and that the Master Images are legal, do not disrupt public order, are not contrary to accepted standards of public decency, do not infringe any third-party rights, in particular intellectual property rights, or legal provision and/or regulation, and, more generally, are in no way likely to expose Frontify's to civil or criminal liability.
The use of the Solution and the Services by its Users. The Client warrants that the Users shall not use the Solution for any illicit, non-compliant or unauthorised purposes, including against all laws and regulations in force. The Client is therefore solely responsible for setting up procedures aimed at preventing and redressing the commission of such acts.The Client shall also ensure that the Users read, understand and comply with the Acceptable Use Policy available on the Website and use the Services in compliance with such policy. Frontify shall never be held responsible for the Clien’ts and/or the User’s breach of the Acceptable Use Policy. Any breach of the Acceptable Use Policy shall be considered a material breach of the Agreement.

the Users shall not use the Solution for any illicit, non-compliant or unauthorised purposed, including against all laws and regulations in force. The Client is therefore solely responsible for setting up procedures aimed at preventing and redressing the commission of such acts.
not to use any Content Diffusion Network or any other tools that may reduce the volume of delivered images, nor to use any means that may result in such volume reduction. Therefore, the Client undertakes not to interfere, either directly or indirectly, on the calculation of the volume of delivered images or the attached fees.

The Client must ensure that the management of Users, access privileges and more generally, system settings shall be conducted professionally and by “persons skilled in the art” who will be placed under the Client’s sole responsibility.

The Client is solely responsible for keeping the Users’ connection ID and password confidential and for not share Users’ credentials with third parties.

The Client undertakes to contact Frontify without delay by email, in case they notice that the Users’ accounts have been used without their knowledge. The Client acknowledges that in this case, Frontify shall have the right to take all measures it deems appropriate.

The Client agrees to defend, indemnify and hold Frontify harmless from and against any claims, demands, actions and/or grievances whatsoever, that Frontify could incur as a result of a breach by the Client of any one of its obligations or guarantees under these General Terms and Conditions.

11. Liability

Notwithstanding anything to the contrary, neither Party its Affiliates, and sub-contractors shall not be responsible or liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability, or other theory for (i) any indirect, exemplary, incidental, punitive, special or consequential damages, including but not limited to cost of procurement of substitute goods, services or technology or loss of business; (iii) for damages caused by an unforeseeable event beyond the control of a Party that cannot be remedied or avoided by the exercise of reasonable diligence, including without limitation: (a) acts of God; (b) acts of government; (c) earthquakes; (d) pandemics; (e) civil unrest; (f) acts of terror; (g) strikes; (h) computer, telecommunications, internet service provider, or hosting facility failures; (i) delays involving hardware, software, or power systems not within Frontify's possession or reasonable control; and (l) denial of service attacks (“Force Majeure”).

Frontify shall also not be held liable for (i) any delay arising from late or defective transmission by the Client of data and information necessary for the implementation of the Solution or (ii) any damage which is not incurred by a malfunction of the Solution and more generally, all defects for which Frontify is not directly responsible.

In accordance with section 10 of these GTC, Frontify shall not be held liable for (i) access speed to its servers, (ii) slowdowns that are external to its servers and (iii) faulty transmissions caused by technical malfunctions or failures of these networks.

Each Party’s liability in respect to any any subject matter of the Agreement under any contract, negligence, strict liability, or other theory shall be limited to any amounts that, together with amounts associated with all other claims, exceed the agreed amount of the fee paid or payable by Client to Frontify in the previous twelve (12) months since the first claim arose, in each case, whether or not the other Party has been advised of the possibility of such damages.Even so, each Party shall be held liable only in case the other Party issues a claim by sending a registered letter with acknowledgement of receipt within one month of such event. The exclusions and limitations set forth above shall not apply to any claim, damages, or other liabilities arising out of or related to the death and/or personal injury of a person, fraud, gross negligence, and/or willful misconduct, and intellectual property rights infringement of a Party or of a third Party.

12. Intellectual Property of Frontify

12.1 Intellectual Property Rights of Frontify

Frontify shall own and retain all rights, title, and interest, including, any intellectual property rights, without limitation, in and to (i) the Services and the Solution; (ii) any software, applications, inventions, or other technology developed in connection with the Services and the Solution; (iii) the name, logo or other marks of Frontify ("Frontify Marks"); (iv) all documentation produced by Frontify for Client; and (v) all modifications, enhancements, improvements, derivative works, and upgrades related to any of the foregoing. For the avoidance of doubt, the intellectual property of Frontify shall not include any Client Data.

The Services do not confer to the Client any intellectual property rights relating to the Solution, which remains entirely and exclusively the property of Frontify. The Client only has a license of use within the limits set forth in this Agreement.

Under no circumstances is the Client allowed to claim any intellectual property rights regarding any systems, software, structures, infrastructure, databases and content used by Frontify in the Solution.

This section shall survive any termination or expiration of the Agreement.

12.2 Intellectual Property Rights of Client

Client shall own and retain all right, title, and interest in and to all data and content of Client that are uploaded by the Users to the Solution and Services and/or created using them and/or developed in connection with the use of the Solution by Client and their Users (“Client Data”).

For the entire duration of the Agreement, Client grants Frontify a non-exclusive, worldwide, royalty-free, non-transferable, irrevocable right to use Client Data as necessary or useful to enforce its rights under the Agreement and to perform the Services and all related obligations, including but not limited to (i) delivering, monitoring, enhancing, and improving the Services in accordance with this Agreement or where required or authorized by law, and (ii) delivering and providing customer support services.

This section shall survive any termination or expiration of the Agreement.

13. Confidentiality

Each party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, technical or financial nature sent by the other party during the provision of the Services. Frontify also undertakes to use all documents, data and information provided by the Client under this agreement for the sole purposes of performance of this agreement. It undertakes not to disclose or share these documents, data, and information with any third party, unless expressly requested or authorized by the Client. Frontify undertakes to keep strictly confidential all data collected through the Solution, including the Master Images, and to take all appropriate measures to ensure their security and confidentiality. This obligation shall not include documents and information:

(i) that the party who receives them already had previous knowledge of, (ii) that are already in the public sphere at the moment they are sent between parties or that enter the public sphere without breaching these General Terms and Conditions, (iii) that were lawfully received from a third party, (iv) whose disclosure is required by legal authorities, through the application of laws and regulations or with a view to establishing the rights of a party under these General Terms and Conditions.

This confidentiality requirement covers all employees of both parties as well as their affiliates, and contractors.

The obligations arising out of such clause shall remain in effect for 5 (five) years following the termination of this Agreement between the parties.

14. Personal Data

Both Parties acknowledge and commit that the use and processing of Client Data that contain personal data ("Client Personal Data") are in accordance with any relevant applicable data protection law, including but not limited to the EU General Data Protection Regulation ("GDPR").

Frontify shall process Client Personal Data solely on behalf of and according to the instructions of Client exclusively to fulfill its contractual obligations to provide the Solution and the Services and shall not sell any Client Personal Data to third parties. The details of the processing is detailed in TWICPIC’s Privacy Policy and Client have the opportunity to enter into a Data Processing Agreement ("DPA") with Frontify. Client remains responsible for the lawfulness of the collection, processing, and use of Client Personal Data in accordance with any applicable data protection law.

Frontify shall comply with all applicable tax and social security legislation in force, including its obligations pertaining to payments of social security contributions. Upon Client’s request, Frontify shall provide evidence of compliance with such applicable requirements, and shall share with Client the following documents: . :

(i) an identification card proving registration in the trade register or a certificate of registration in the Trade and Companies Register ("extrait K" or "KBIS", company registration) or equivalent for a foreign company, (ii) proof of delivery of social security declarations, issued by the social security agency responsible for collecting social contributions, (iii) a sworn statement in which Frontify certifies that it has filed with the tax authorities on the date of the statement, all required tax returns, and that the work shall be conducted with employees that are legally employed with regard to the French Labour Code.

16. Customer reference

The Client expressly authorizes Frontify to use its name, its trademark and/or its logo as a customer reference, in any form and on any medium whatsoever, for the term of this agreement and beyond, for a period of 3 (three) years.

17. Subcontracting

The Client expressly acknowledges and accepts that Frontify may engage third-party subcontractors that are necessary for the fulfillment of its obligations under this agreement, including but not limited to hosting services. Frontify shall be liable for the conduct of their subcontractors as far as legally permissible, but only to the extent that Frontify would be liable for its own conduct in accordance with the terms of this Agreement.

18. Termination, Effects of Termination and Reversibility

The Client might terminate any subscription without cause in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties can also terminate this Agreement for good cause, at any time, with immediate effect, and without any liability to the other party, if:

a party materially breaches its contractual obligations insofar as the breach was not cured by the breaching party within thirty (30) days following the prior written warning by the other party;
if insolvency proceedings are instituted against the other party; or
for Frontify, if Customer defaults on the payment of Prices and the Prices are not paid within thirty (30) days after written notice by Frontify.

Upon termination of the Services for any reason whatsoever, the Client shall promptly cease to use the Solution.

It is the Client’s sole responsibility to recover all Client Data in relation to their use of the Solution and the Services, including the Master Images.

Upon request of Client, Frontify may proceed to the recovery of these Client Data in a standard format, easily readable in a similar environment, in order to enable the Client or any provider it may select, to resume the Services under normal operating conditions that ensure the continuity of said Services on the system that the Client will have selected (hereinafter referred to as the “Reversibility Service”).

The Reversibility Service shall be subject to a quotation from Frontify within a maximum of 10 (ten) days from the Client’s request.

Frontify shall provide the Reversibility Service within a maximum of 15 (fifteen) days from the acceptance of the quotation by the Client.

The Client undertakes to actively cooperate with Frontify in order to facilitate the recovery of the Client Data.

The Client expressly agrees that Frontify shall not be subject to any obligation of Client Data’s reversibility if the Client fails to pay all invoices issued by Frontify for the provision of the Services.

Frontify shall respond to any request for assistance from the Client or the provider it has selected within a maximum of 2 (two) business days after the termination of the Services.

Frontify shall proceed to the destruction of Client Data and not to retain any copy.

19. Amendments

Frontify reserves the right to amend these General Terms and Conditions at any time. In this case, the amended General Terms and Conditions shall apply from the renewal of the Client’s Subscription.

The Client shall be informed of these amendments through any pertinent communication channel. If the Client does not agree with the amended General Terms and Conditions, they have the right to unsubscribe from the Services in accordance with the provisions set out in section 3, “Term”.

20. Law and Jurisdiction

The contractual relationship between Frontify and Client, including the Agreement, is governed by the French law, under the exclusion of its conflict of law provisions and any national or international treaties or agreements legally valid at the time of entry into force of the Agreement or a dispute (e.g., United Nations Convention on Contracts for the International Sale of Goods (CISG) or the Hague Convention on Purchases).

In the event of any differences of opinion in connection with the contractual relationship between Client and Frontify, including the Agreement, the Parties agree to make efforts to settle the dispute by amicable means in good faith. If despite the joint efforts of the Parties, no agreement can be made by amicable means, the place of jurisdiction for all disputes, differences of opinion, or claims arising from or in connection with the contractual relationship between Frontify and Client, including its validity, invalidity, violation, or dissolution, shall exclusively be the courts of Paris, France. Irrespective thereof, Frontify is entitled to sue Customer at its general place of jurisdiction.