1. Scope of application
These general terms and conditions, including any other additional terms and conditions incorporated here by reference, ("Terms"), govern the contractual relationship between Frontify AG ("Frontify" or “We”) and You (collectively with Frontify the “Parties”) in connection with the purchase of the subscription for the use of the SaaS software solution of Frontify (“Frontify Platform”) and related services offered by Frontify (altogether “Frontify Services”). When subscribing to a Plan, You will be required to accept the Terms, meaning You acknowledge and agree to have read and understood them. By clicking the acceptance button, You agree to be bound by these Terms, which will form the agreement between You and Frontify (the “Agreement”).
To provide some clarity, the use of the term “You” refers to the individual who subscribed for the purchase of one of Frontify’s user plans (the “Plan”), while the word “User” means You and any other natural person authorized by You to use the Frontify Services and who has created an account and/or obtained the credentials to access the Frontify Platform. If You are purchasing the Plan on behalf of the company You represent, or any other third party organization or other legal entity (an "Entity"), You are agreeing to these Terms on behalf of that Entity and representing to Frontify that You have the power and authority to bind such Entity to these Terms, in which case the term "You" shall also refer to such Entity. You acknowledge and agree that exclusively these Terms will govern the relationship You establish with Frontify in connection with the Agreement.
You are fully responsible for your and the User’s compliance with these Terms in connection with the use of the Frontify Services.
2. Services provided by Frontify
2.1. Plan
For the entire duration of the Agreement, Frontify shall provide to Customer and its Affiliates a limited, non-exclusive, non-transferable right to access, use, and benefit from the portion of the Frontify Services in the Offer, in accordance with the provisions of the Agreement ("Right of Use"). Customer and its Affiliates 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 Frontify Platform shall be operated by Frontify using the infrastructure of a trusted cloud hosting provider. Customer shall be responsible for the internet connection to access and use the Frontify Services and ensure that the hardware and software required for this purpose are in place (e.g., PC, network connection, browser).
Subject to sections 5.2 (“Increase and Decrease of the Frontify Services”) and 5.3 (“Increase and Decrease of Monthly Active Users”), the Right of Use is limited to the amount of Usage Units, and the portion of the Frontify Services licensed to Customer in the Offer. Any sub-licensing or further licensing of the Frontify Platform is prohibited without Frontify's prior written consent.
Customer has no right to a copy and thus has no right to a backup copy of the source code of the Frontify Platform. All rights in the Frontify Services over and above the Right of Use defined under the Agreement remain entirely with Frontify.
2.2 Right of use
For the duration of this Agreement, You have a limited, non-exclusive, worldwide, and non-transferable right to access, use, and benefit from the Frontify Services that are part of your Plan through a browser and an internet connection (“Right of Use”).
The Right of Use does not include your right to make a copy and, thus, also, no right to a backup copy of the source code of the Frontify Platform. You are not entitled to further rights associated with the software, such as ownership, copyright, patent, trademark, or usage rights not explicitly granted to You under these Terms. All further rights in the Frontify Plattform over and above the Rights of Use remain entirely with Frontify.
2.3 Good Use Policy
Each User shall use the Frontify Services exclusively within the scope of the subscribed Plan for the exercise of your commercial or independent professional activity and strictly in accordance with the terms of the Agreement.
Each User is assigned unique login credentials that grant the User access to the Frontify Platform. It is explicitly prohibited for a User to share their login credentials with another individual for accessing the Frontify Platform. Each User account must correspond to only one individual.
Each User 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 Frontify Platform or any software, documentation or data related to the Frontify Services; (ii) access or use the Frontify Services for purposes of competitive analysis or development; (iii) copy, modify, translate, or create derivative works based on the specifications of the Frontify Platform (except to the extent expressly permitted by Frontify or authorized within the Frontify Services); (iv) remove, delete, alter, or obscure any proprietary notices or labels; (v) damage, disrupt, or impede the performance of the Frontify Services or of any Third-Party Products and Services in whole or in part; and (vi) attempt to probe, scan, penetrate, or test the vulnerability of the Frontify systems or networks, bypass or breach any security devices or cybersecurity measures implemented by Frontify in connection with the performance of the Frontify Services, whether by passive or intrusive techniques, or conduct any security or malware research on or using the Frontify Services without Frontify’s prior written consent. If a User wants to perform a penetration test, the authorization can be requested beforehand by emailing security@frontify.com, and Frontify will evaluate whether or not your request is accepted.
Each User shall be solely responsible for the accuracy, integrity, and legality of the data and the use of the Frontify Platform, including maintaining and updating the data uploaded and available on the Frontify Platform. In particular, the User will abstain from uploading, transmitting, supporting, storing, inciting, promoting, or otherwise making available on the Frontify Platform (i) any 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; (ii) any data that 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 Frontify Services; or (iii) any sensitive personal data.
If You or a User breaches the terms of this section, Frontify shall have the right to promptly (i) permanently remove the respective data; (ii) suspend your account; (iii) terminate the Agreement, and; (iv) take any action deemed necessary in Frontify’s own discretion to protect its internal systems and networks.
2.4 Operation
The Frontify Platform shall be operated by Frontify using the infrastructure of a trusted cloud hosting provider. Each User shall be responsible for the internet connection to access and use the Frontify Services and ensure that the hardware and software required for this purpose are in place (e.g., PC, network connection, browser).
Frontify shall take appropriate measures in accordance with the industry standards for similar products and services to make it possible for every User to use the Frontify Services as interruption-free as possible. Frontify cannot guarantee the availability of the Frontify Services at all times and the absence of any other disruptions and interruptions to the functioning of the Frontify Platform.
You shall notify Frontify of any disruptions to the Frontify Platform without delay and provide information and details regarding the circumstances of the issue by using the relevant support channels. After Frontify receives your notification, We reserve the right to investigate further and shall decide autonomously on the best course of action. If Frontify believes in its own discretion that any remediation is needed, We shall take reasonable steps to resolve it in accordance with our internal standards. Frontify is entitled to circumvent the disruption to the Frontify Platform by means of a workaround solution if the cause of the disruption itself is only to be remedied with inappropriate expenses and the usability of the Frontify Platform under this workaround solution is not significantly negatively affected.
Frontify may modify the Frontify Platform to adapt it to technical or commercial market changes, to include new or disable obsolete products, to improve the User’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 of technical standards); (iii) protection of system security; or (iv) further development of the Frontify Platform.
2.5 Feedback
You acknowledge and agree that in the course of the Agreement, Frontify may contact You to participate in research and development activities, including but not limited to using the feedback on current and future functionalities of the Frontify Services. You or your Users may provide feedback to Frontify about the Frontify Services (e.g., technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g., non-identifiable technical data and metadata from the usage of the Frontify Services). You always have the right to refuse to participate in such activities and to unsubscribe from further research activities. Frontify shall have the right to use any suggestion, enhancement request, recommendation, idea, or other feedback provided by You and compile statistical and other information related to the performance, operation, and use of the Frontify Services for (i) security and operations management; (ii) the improvement of the Frontify Services; (iii) research and development purposes, and (iv) marketing activities or other business purposes. You assign to Frontify all rights, titles, and interests to the feedback and any ideas or suggestions contained in it.
2.6 Support
To support the use and access of the Frontify Services, Frontify shall provide commercially reasonable general technical and product support to the Users. You can request assistance either through the in-app support service accessible within the Frontify Platform or by email at support@frontify.com.
Frontify shall provide the support services during working hours from Monday to Friday between 8:30 AM and 5:30 PM: (i) Central European Time (CET), excluding public holidays of St. Gallen, Switzerland; (ii) Eastern Standard Time (EST), excluding public holidays of New York, USA; and (iii) Greenwich Mean Time (GMT), excluding public holidays of London, United Kingdom, according to your timezone. Inquiries received outside of these support times shall be regarded as received on the following business day.
Support might also be performed by providing You access to help articles, support manuals, or other documents or materials. Support shall not include general know-how transfer, any training, configuration, or implementation services, provision of customer-specific documentation, or individualized modification of the Frontify Platform.
3. Involvement of third parties
Frontify is entitled to involve third parties for the purpose of meeting its contractual obligations towards You, including but not limited to hosting services. Frontify shall not accept any liability for the services of third parties involved to the extent legally permissible.
Your experience of the Frontify Platform can also be enhanced by enabling Third-Party Products and Services, defined as independent third-party products and services not licensed directly by Frontify, including but not limited to web-based, mobile, offline, integrations or other software functionalities that interoperate with the Frontify Services, which are provided by You or a third party, and that You can enable to extend the experience and functionality of the Frontify Services. A list of current Third-Party Products and Services is available on our integrations page
Your use of Third-Party Products and Services shall be governed solely by the terms and conditions of the relevant provider or as agreed to in a separate contract between You and the Third-Party Products and Service provider. Frontify does not warrant, endorse, or support is not responsible for, and disclaims all liability with respect to Third-Party Products and Services, including the privacy practices, data security processes, and other policies related to Third-Party Products and Services. You agree to waive any claim against Frontify with respect to any Third-Party Products and Services.
You may enable integrations between the Frontify Services and Third-Party Products and Services. By enabling an integration, You are instructing Frontify to share any information or data provided to Frontify by or on behalf of You in connection with the Frontify Services, which is necessary to facilitate the operability of the integration. You are responsible for providing all instructions to any Third-Party Products and Service provider relating to your data or information. Third-party products and Service providers are not Frontify's sub-contractors.
4. Fees and payment terms
4.1 Fees and invoicing Subscription
For the use of the Frontify Services included in your Plan, during the contractual term, You shall owe Frontify the applicable fees to be paid in accordance with the payment terms You chose.
If you signed up for a free trial account, you will be contacted by Frontify to discuss your options regarding the purchase of an enterprise plan at the end of the free period.
If You have purchased a paid Plan, You shall include the details of a valid credit card and choose if You want to pay monthly, semi-annually, or yearly in advance. You shall owe Frontify the fees according to the respecting Plan. The payment is due upfront for the relevant term of the Plan. For any problems pertaining to the processing of your credit card information, please contact support or email billing@frontify.com.
All fees are non-refundable, and no refunds shall be issued for your partial use or non-use of the Frontify Services. Frontify reserves the right to adjust the prices of the applicable fees at the beginning of each Extension Period.
4.2 Payment, upgrading, and downgrading
The fees for your Plan are billed before the beginning of the Basic Period and each subsequent Extension Period in accordance with the invoicing conditions of your Plan, unless your Plan and/or this Agreement is terminated in accordance with these Terms.
You can upgrade or downgrade anytime. Any upgrade of your Plan will begin right after You confirm the purchase and Frontify will invoice You the fees on a pro-rata basis automatically on your credit card. Any downgrade of your current Plan will only begin on the first date of the new applicable Extension Period. You are aware and agree that a downgrade of your Plan may cause the loss of content, features, or capacity, and You waive any responsibility of Frontify for such loss. There will be no refunds or credits for partial months of the unused Plan, upgrade/downgrade refunds, or refunds for months unused with an open account.
4.3 Net prices
The fees do not include any taxes, such as local, state, provincial, federal, or foreign taxes, withholding taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes, or similar taxes (collectively “Taxes”). If applicable, You are responsible for all Taxes other than any taxes imposed on Frontify’s income.
If You are based in Switzerland, the value-added tax will be paid by Frontify directly to the competent authority. Therefore, in such a case, You shall pay the amount corresponding to the value-added tax to Frontify. If You are based outside Switzerland, and if applicable, the reverse charge mechanism shall apply with regard to the value-added tax.
4.4 Measures in the event of payment default
If You default on the payment of fees, after a warning by email or letter, Frontify is entitled to suspend your access to the Frontify Platform or extraordinarily terminate the contractual relationship. Moreover, Frontify is entitled to apply a default interest rate in the amount of five percent (5 %) p.a. calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. Frontify shall promptly restore access once the reason for default ceases. The non-payment of the fees constitutes a material breach of the Agreement; thus, the remedial measures outlined in this section shall not be interpreted as constituting a limitation of your liability under the Agreement.
5. Intellectual Property
5.1 Intellectual Property of You
You shall own and retain all rights, title, and interest in and to Your Data uploaded into the Frontify Platform, as well as any other of Your Data created or developed in connection with the use of the Frontify Platform by You. Your Data is defined as all data and content that is uploaded by the Users to the Frontify Services and/or created using the Frontify Platform. If You’re not the owner of some of Your Data, You warrant Frontify that You own the right to upload and use it without infringing any third-party rights.
For the entire duration of the Agreement, You grant Frontify a non-exclusive, worldwide, royalty-free, non-transferable, irrevocable right to use Your Data as necessary or useful to enforce its rights under the Agreement and to perform the Frontify Services and all related obligations, including but not limited to (i) delivering, monitoring, enhancing, and improving the Frontify 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.
5.2. Intellectual property of Frontify
Frontify shall own and retain all rights, title, and interest, including, any intellectual property rights, without limitation, in and to (i) the Frontify Services; (ii) any software, applications, inventions, or other technology developed in connection with Frontify Services; (iii) the name, logo or other marks of Frontify (“Frontify Marks”); (iv) all Documentation; 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 of Your Data.
You agree that You will not use or register any mark, business name, domain name, or social media account name which incorporates in whole or in part the Frontify Marks.
This section shall survive any termination or expiration of the Agreement.
6. Data protection
Both parties acknowledge and commit that the use and processing of Your Data that contain personal data (“Your Personal Data”) are in accordance with any relevant applicable data protection law, including but not limited to the Federal Act on Data Protection (“FADP”) and the EU General Data Protection Regulation (“GDPR”).
Frontify shall process Your Personal Data solely on behalf of and according to the instructions of You exclusively to fulfill its contractual obligations to provide the Frontify Services and shall not sell any Your Personal Data to third parties. Your Personal Data is handled in accordance with Frontify's Privacy Policy and the applicable Data Processing Agreement (“DPA”). You remain responsible for the lawfulness of the collection, processing, and use of Your Personal Data in accordance with any applicable data protection law.
7. Publicity
For the entire duration of the Agreement, You grant Frontify permission to use your name and logo for marketing and sales purposes, including but not limited to being referenced as a customer of Frontify on our website and in other relevant sales and marketing documentation.
Frontify shall only use your name and logo for its own marketing and sales activities and will under no circumstances sell Your Data to third parties for their marketing purposes.
8. Indemnification
You shall defend, indemnify, and hold harmless Frontify, its affiliates, employees, and sub-contractors against any and all damages, losses, liabilities, settlements, and expenses (including without limitation legal expenses and attorneys’ fees) suffered or incurred in connection with any third-party claim or action against You or a User that might arise from (i) the use of the Frontify Services; (ii) any actual or alleged breach of your representations and warranties set forth in these Terms; (iii) any actual or alleged breach of intellectual property rights, data protection rights and confidentiality; or (iv) any actual or alleged breach of these Terms, including but not limited to the Good Use Policy, and any applicable law by You or your affiliates.
In the assertion of relevant third-party claims associated with any of the above mentioned indemnification obligations (“Claims”), Frontify shall notify You in writing without delay and shall give You reasonable assistance and the opportunity to assume sole control over defense and settlement of the same. In the event that Frontify determines or reasonably suspects that a Claim may be well grounded, Frontify is entitled, in its sole discretion, to suspend access to the Frontify Platform for You and/or any User, and to extraordinary terminate the Agreement without a refund of any prepaid unused fees. Frontify will restore access to the Frontify Platform after the Claim has been resolved or the grounds for suspicion have ceased to exist. Any compensation claims against and liability of Frontify asserted by You as a result of the suspension of the Frontify Platform are excluded.
9. Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EACH PARTY, THEIR 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 (I) FOR ERROR OR INTERRUPTION OF USE OR FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (II) FOR 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 FORCE MAJEURE; OR (IV) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGREED AMOUNT OF THE FEE PAID OR PAYABLE BY YOU IN THE PREVIOUS TWELVE (12) MONTHS SINCE THE FIRST CLAIM AROSE, IN EACH CASE, WHETHER OR NOT THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FORCE MAJEURE MEANS AN UNFORESEEABLE EVENT BEYOND THE CONTROL OF EITHER PARTY THAT CANNOT BE REMEDIED OR AVOIDED BY THE EXERCISE OF REASONABLE DILIGENCE, INCLUDING WITHOUT LIMITATION: (I) ACTS OF GOD; (II) ACTS OF GOVERNMENT; (III) EARTHQUAKES; (IV) PANDEMICS; (V) CIVIL UNREST; (VI) ACTS OF TERROR; (VII) STRIKES; (VIII) COMPUTER, TELECOMMUNICATIONS, INTERNET SERVICE PROVIDER, OR HOSTING FACILITY FAILURES; (IX) DELAYS INVOLVING HARDWARE, SOFTWARE, OR POWER SYSTEMS NOT WITHIN THE PARTY’S POSSESSION OR REASONABLE CONTROL; AND (X) DENIAL OF SERVICE ATTACKS.
THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY TO ANY CLAIM, DAMAGES, OR OTHER LIABILITIES ARISING OUT OF OR RELATED TO (I) THE DEATH AND/OR PERSONAL INJURY OF A PERSON; (II) FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT; (III) THE PAYMENT OF THE FEES BY YOU; AND (IV) YOUR BREACH OF INDEMNIFICATION OBLIGATIONS, WARRANTIES, CONFIDENTIALITY, THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND THE GOOD USE POLICY.
10. Warranties
Except as represented in this Agreement, the Frontify Platform is provided “as is”. Other than as provided in this Agreement, Frontify makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose, as well as any warranty of the Frontify Platform with specific hardware, software, and browser compatibility, and that the Frontify Platform will remain free of any virus, worm, back door, Trojan horse, time bombs, software locks, or similar harmful destructive, or disruptive code, or will run interruption or error-free. The Frontify Services do not replace the need for You to maintain regular data backups or redundant data archives. Frontify also makes no representation or warranties of any kind for Third-Party Products and Services.
You warrant that: (i) You have the right and authority to enter into and perform your obligations under the Agreement; (ii) during the entire duration of the Agreement, You will comply with the obligations under the Agreement and will not use the Frontify Services in violation of the Good Use Policy; (iii) Your Data uploaded into the Frontify Platform does not and will not misappropriate, or otherwise violate any intellectual property right, data protection right or other rights of any third party; and (iv) at the time of entering into the Agreement, You are not insolvent and know of no circumstance which would entitle any creditor to appoint a receiver (or other insolvency practitioners), petition for winding-up, or exercise any other rights over or against its asset.
11. Insurance
During the term of the Agreement, Frontify shall maintain sufficient insurance coverage to meet its obligations towards You and the governing law. Frontify will maintain the insurance policy at its sole cost and expense. This insurance coverage shall at least encompass a worker’s compensation liability coverage, comprehensive general liability coverage, including contractual liability for bodily injury, including death and property damage, professional liability coverage, and cyber liability coverage.
Neither the existence of nor the assent by You to the types or limits of insurance carried by Frontify shall be deemed as a waiver or release of Frontify’s liability or obligations under the Agreement.
12. Term and termination
12.1 Term
The Plan is concluded for a particular term (monthly, semi-yearly, or yearly) depending on your subscription ("Basic Period") and shall thereafter extend automatically by the same period ("Extension Period") if the contractual relationship is not ordinarily or extraordinarily terminated by one of the contractual parties pursuant to these Terms.
12.2 Termination
a) Ordinary termination: Depending on the billing cycle of your Plan, the contractual relationship may be terminated by any of the contractual parties at the end of the Basic Period or an Extension Period. If You have purchased a monthly Plan, the notice of termination must be provided to the counterparty no less than the day before the beginning of the relevant Extension Period. If You have purchased a semi-yearly or yearly Plan, the notice of termination must be provided to the counterparty no less than thirty (30) days before the expiration of the Basic or Extension Period. The termination shall become effective on the first calendar day following the expiration of the Basic Period or an Extension Period.
b) Extraordinary termination: Each Party may extraordinarily terminate the contractual relationship for good cause at any time and with immediate effect. Good cause entitling each Party to extraordinary termination shall include, in particular: (i) if the breaching Party violates your contractual obligations insofar as this breach was not cured within 20 days by the breaching Party; (ii) if You default on the payment of fees; or (iii) if insolvency proceedings are instituted against either Party.
12.3 Your data after termination
After expiration of the Agreement and upon your written request, Frontify shall provide to You a copy of Your Data on a customary data carrier or by electronic transfer.
Ninety (90) days after the effective date of the expiration of the Agreement or upon your request already prior to this date, Frontify shall delete all Your Data except as otherwise required under statutory retention obligations.
Frontify is not obligated to provide Your Data to You in deviation from these provisions (in particular relating to time, format, or migration). Any deviating provision of Your Data shall require the prior written consent of Frontify as well as separate remuneration by You.
13. Confidentiality
As used herein, “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information shall include, but is not limited to, Your Data, the Frontify Services, the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, business processes, and any other information expressly referenced as confidential in these Terms. However, Confidential Information shall not include any information that (i) was publicly available at the time of disclosure or that becomes publicly available other than by a breach of this provision by Receiving Party; (ii) was previously known by Receiving Party without access to the Confidential Information; (iii) Receiving Party rightfully obtains from a third party without restrictions on use and disclosure; (iv) is independently developed by Receiving Party without the use of the Confidential Information; or (v) is released from confidentiality by prior written consent of Disclosing Party.
Receiving Party shall maintain the confidential nature of the Confidential Information by taking at least the same degree of care that it uses to protect the confidentiality of its own Confidential Information from unauthorized use, access, and disclosure, but in no event less than reasonable care. Receiving Party may disclose the Confidential Information to its own employees or the employees of its affiliates, independent contractors, or sub-contractors only on a need-to-know basis and only to the extent they are under confidentiality obligations no less stringent than those contained in this section. If Receiving Party is compelled by law, or a judicial, government, or agency order to disclose Confidential Information, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and shall comply with any applicable protective order or equivalent that applies to such disclosure.
Receiving Party shall be liable to Disclosing Party for any breach of Receiving Party’s confidentiality obligations and for any breach by any person or entity to whom Receiving Party is permitted to disclose the Confidential Information. The Parties agree that remedies at law might be inadequate to protect Disclosing Party in the event of any actual or threatened breach of the provisions of this Agreement and that Disclosing Party shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance (in each case, without the proof of actual damages), in addition to all other remedies available to Disclosing Party at law or in equity as a remedy for any such breach or threatened breach.
This section replaces and supersedes any confidentiality agreement entered into and between the Parties previously to the signature of the Agreement. The confidentiality obligations in this section shall continue to endure even after termination of the contractual relationship to the extent there is justified interest therein.
14. Final Provisions
14.1 Miscellaneous
You recognize the respective valid version of these Terms as an integral part of all existing and/or future contractual arrangements between You and Frontify in connection with the provision of the Frontify Services in your Plan.
You acknowledge and agree that Frontify might, from time to time, update these Terms. Frontify will make reasonable efforts to notify You of any amendments to these Terms. Any updated version of the Terms shall replace the prior version and be binding upon the Parties from the beginning.
Any terms or provisions not incorporated expressly in the Agreement or not mutually agreed upon in writing between the Parties are herewith objected to. General Terms and Conditions of You are here with expressly objected to. Their application to the contractual relationship between Frontify and You is excluded.
14.2 Offsetting and assignment of claims
The offsetting of any claims of Frontify against counterclaims of You shall require the prior written consent of Frontify. Any deduction or set-off of any payment of the fees by You is expressly prohibited.
You are not entitled to assign any of your rights, obligations, or claims from the contractual relationship with Frontify to third parties, in whole or in part, including to any affiliate or subsidiary companies.
14.3 Place of performance
The place of performance shall be the registered offices of Frontify St. Gallen, Switzerland.
14.4 Severability clause
Should single provisions of these Terms be invalid or incomplete or should performance be impossible, this shall not negatively affect the validity of the remaining provisions of these Terms. Invalid provisions shall be replaced by an admissible, valid provision that is as close as possible to the content of the original in terms of its intent.
14.5 Date of contract conclusion
The contract is deemed concluded by the receipt of a confirmation email after subscribing.
15. Applicable law and place of jurisdiction
The contractual relationship between Frontify and You, including the Agreement, is governed by the laws of Switzerland, 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 You 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 You, including its validity, invalidity, violation, or dissolution, shall exclusively by the courts of St. Gallen, Switzerland. Irrespective thereof, Frontify is entitled to sue You at its general place of jurisdiction.