Last Updated: September 13, 2022

1. Introduction

These are the Terms of Use (“Terms of Use” or “Agreement”) for your use of services or features on the website(s) owned or controlled by Framework Co. (“Company”), including www.frameworkco.com (the “Website”). We may add additional websites from time to time, and these Terms of Use will govern those new websites when added. You may be accessing the Website from a computer or mobile phone device (through an iPhone application, for example) and these Terms of Use govern your use of the Website and your conduct, regardless of the means of access. Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.

Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country/region where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country/region. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website, or use other services made available through the Site.

BY USING THE WEBSITE, YOU AGREE TO THESE TERMS OF USE, OUR PRIVACY POLICY AND OUR GUIDELINES AND RULES. IF YOU DO NOT AGREE WITH ANY OF THESE, YOU SHOULD NOT USE THE WEBSITE.

2. Intellectual Property Rights

The content on the Website (“Company Content”) and the trademarks, service marks and logos on the Website (“Marks”) are owned by or licensed to Company or its affiliates, and are subject to copyright, trademark and other intellectual property rights under United States, and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company.

COMPANY CONTENT ON THE SITE IS PROVIDED TO YOU “AS IS” FOR YOUR INFORMATION AND PERSONAL USE ONLY AND MAY NOT BE USED, COPIED, REPRODUCED, AGGREGATED, DISTRIBUTED, TRANSMITTED, BROADCAST, DISPLAYED, SOLD, LICENSED, OR OTHERWISE EXPLOITED FOR ANY OTHER PURPOSES WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY. PROVIDED THAT YOU ARE ELIGIBLE TO USE THE WEBSITE, YOU ARE GRANTED A LIMITED LICENSE TO ACCESS AND USE THE SITE AND THE COMPANY CONTENT AND TO DOWNLOAD OR PRINT A COPY OF ANY PORTION OF THE COMPANY CONTENT TO WHICH YOU HAVE PROPERLY GAINED ACCESS SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL USE. COMPANY RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN AND TO THE WEBSITE AND COMPANY CONTENT AND MARKS.

3. Mobile Services

If you access the Website via your mobile phone or tablet device (through an iPhone application, for example), we do not currently charge for this access. Please be aware that if you access the Website via your mobile phone or provide a mobile phone number to us in order to be contacted by voice or text message, your carrier’s normal rates and fees, such as text messaging fees or data charges, will still apply.

4. Third Party Content and Third Party Sites

We also like to interact with you on third party websites where we post content or invite your feedback, such as Facebook, Instagram, Twitter and YouTube (“Third Party Sites”). Our Terms of Use and other areas of our Website may provide guidelines (“Guidelines”) and rules and regulations (“Rules”) in connection with services that involve Third Party Sites, but Company does not control those Third Party Sites, and these Terms of Use, our Guidelines and our Rules do not apply to companies that Company does not own or control, or to the actions of people that Company does not employ or manage. You should always check the terms of use posted on Third Party Sites. Company may also provide content of third parties (“Third Party Content”) or links to Third Party Sites as a service to those interested in this information. Company does not monitor, approve or have any control over any Third Party Content or the Third Party Sites and the inclusion of links to Third Party Content or Third Party Sites does not imply any association or relationship between Company and such third party. Company does not guarantee, endorse or adopt the accuracy or completeness of any Third Party Content or any Third Party Site. Company is not responsible for updating or reviewing Third Party Content or Third Party Sites. You use Third Party Content and Third Party Sites at your own risk. Third Party Content, including comments from third party users submitted to Company, do not necessarily reflect the views of Company.

5. User Representations

Regarding your Registration

By registering an account on the Website, you represent and warrant that:

· all registration information you submit is truthful and accurate;

· you will maintain the accuracy of such information;

· you will keep your password confidential and will be responsible for all use of your password and account;

· you are not a minor in the jurisdiction in which you reside; and

· your use of the Website does not violate any applicable law or regulation.

Regardless of whether you register an account on the Website, if you provide any information on the Website that is untrue, inaccurate, not current or incomplete, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and/or refuse you any and all current or future use of the Website (or any portion thereof). We reserve the right to remove or reclaim or change a user name you select if we determine in our discretion that it is inappropriate, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user’s actual name.

6. Prohibited Activities

You may not access or use the Website for any purpose other than that for which Company makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:

· attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;

· attempting to impersonate another user or person or using the username of another user;

· criminal or tortious activity;

· deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;

· deleting the copyright or other proprietary rights notice from any Website content;

· except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software on the Website;

· harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any services to you;

· interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;

· making any unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;

· selling or otherwise transferring your user profile;

· systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;

· tricking, defrauding or misleading Company and/or other users, especially in any attempt to learn sensitive account information such as passwords;

· using any information obtained from the Website in order to harass, abuse, or harm another person;

· using the Website or data or other content from the Website as part of any effort to compete with Company or to provide services; and

· using the Website in a manner inconsistent with any and all applicable laws and regulations.

Website Management Company reserves the right but does not have the obligation to:

· monitor the Website for violations of these Terms of Use and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;

· in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;

· in Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems; and

· otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

7. Privacy Policy
Please review Company’s Privacy Policy. By using the Website or registering an account with Company, you are consenting to have your personal data transferred to and processed in the United States. By using the Website, you are consenting to the terms of our Privacy Policy.

8. Reservation of Rights

Company reserves the right, at any time, without notice and in its sole discretion, to terminate your license to use the Website and to block or prevent your future access to and use of the Website. Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Use, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company (and its employees), its users and the public.

9. Dispute Resolution

If a dispute should arise between you and Company, we want to provide you with a resolution that is efficient and cost effective. Almost all disputes can be resolved to your satisfaction by sending an email to jpincu@frameworkco.com.

If your dispute cannot be resolved in this way, then these Terms describe how we shall proceed with the resolution of the dispute.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. The preceding sentence does not apply to New Jersey residents.

10. Agreement To Arbitrate Disputes

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

WE BOTH AGREE TO ARBITRATE: You and Company agree to resolve any claims relating to this Agreement through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Company may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Website, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. You and Company may also litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

WHAT IS ARBITRATION: Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. If there is a conflict between JAMS Rules and the rules set forth in this Agreement to Arbitrate, the rules set forth in this Agreement to Arbitrate will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or Company must do the following things:

(1) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.

(2) Send three copies of the Demand for Arbitration, plus the appropriate filing fee to your local JAMS office or to JAMS, 9255 W. Sunset Blvd., 2nd Floor

Los Angeles, CA 90069.

(3) Send one copy of the Demand for Arbitration to the other party.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and Company will pay all other administrative costs and fees. In addition, for claims of less than $1,000, Company will reimburse you for the $25 fee if the arbitrator rules in your favor. Arbitration under this agreement shall be held in the United States county where you live or work, California, or any other location we mutually agree to, subject to California law. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

AUTHORITY OF ARBITRATOR: The arbitrator will decide the rights and liabilities, if any, of you and Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.

NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. The preceding sentence does not apply to New Jersey residents. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

OPT-OUT OF AGREEMENT TO ARBITRATE: You can decline this agreement to arbitrate by emailing jpincu@frameworkco.com and providing the requested information as follows: (1) Your Name; (2) the URL of this Agreement; (3) Your Address; (4) Your Phone Number; (5) and clear statement that you wish to opt out of this arbitration provision in the Agreement. The Opt-Out Notice must be emailed no later than 30 days after the date you first accept this Agreement by using the Website.

10. Choice of Law/Forum Selection

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. For any action where the Arbitration Agreement permits the parties to litigate in court, you further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in Los Angeles County, California.

11. Disclaimer of Warranties

COMPANY IS PROVIDING THE WEBSITE AND ITS CONTENTS ON AN “AS-IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, OR MATERIALS, INCLUDED ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT. Please note that some jurisdictions may not allow the exclusion of implied warranties and conditions, so some of the above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable laws. Price and availability information is subject to change without notice.

12. Disclaimer of Liability

COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. This provision does not apply to New Jersey residents.

13. Indemnity

You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Contributions, your use of the Website, your breach of this Agreement and/or your breach of your representations and warranties set forth above.

14. English Language

It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

15. Severability

The provisions of these Terms of Use are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by Company, or alternatively, by disposition of an arbitrator or a court of law. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from the Terms of Use without affecting the validity, legality or enforceability of any of the remaining provisions