Frontify Academy Terms and Conditions for Software-as-a-Service (SaaS)

Frontify AG, Version: Dec 2021

Frontify Academy Terms and Conditions

Frontify is the all-in-one brand management software for increasing brand consistency, efficiency, and design collaboration. Providing clarity in an otherwise complicated brand world, it’s where powerful brand experiences are created and shared – a single source of truth.

To enable its present and future customers, employees, and partners to learn about the Frontify services, acquire know-how, access and collect resources, and gain an understanding of the world of branding and brand management in general, Frontify has created the Frontify Academy (“Academy”). The Academy is a digital place where all its users (hereinafter “You”, ”User”, “Users”) are provided with the resources to familiarize themselves with Frontify, its services, and related topics. Frontify is committed to providing an engaging, consistent, valuable, and regularly updated learning experience through the content shared on the Academy (“Content”). The Content includes, but is not limited to, material used for training purposes, knowledge acquisition, and knowledge development in connection with the Frontify services. The Content is segmented into different categories, depending on the access rights and the status of the Users.

Accessing the Academy

The participation, access, and use of the Academy are governed by these Terms and Conditions, which the Users must read and accept, along with any other agreement entered between the Users and Frontify AG, including its affiliates (“We”, “Us”, “Frontify”), our privacy and cookie policies, and any other guidelines or policies referenced in these Terms and Conditions (the “Terms”). Thus, by joining the Academy and clicking on the relevant checkbox, the Users agree to be bound by these Terms. If the Users do not unconditionally accept the Terms in their entirety, the Users shall neither have access nor right to access the Academy.

If You (a) are an employee of Frontify, (b) already use the Frontify services, (c) participate in our Referral Partnership Program, (d) or are a Strategic Partner of Frontify, as these terms are defined in the respective agreements in place between You and Us, You are automatically entitled to access the Academy and its functionalities. Frontify may change or add the groups of people being granted access to the Academy at any time. Furthermore, access to the Academy will be granted and provided by Frontify at its sole discretion. Frontify reserves itself the right to revoke access to one or multiple Users at any time and without any prior warning.

Only individuals who are at least 18 (eighteen) years of age and are entitled to use the Academy according to their status are authorized to join the Academy and become a User. Thus, If You are under 18 (eighteen) years old or were not granted access to the Academy by Frontify, You cannot join the Academy.

Your Account

You are solely responsible for the legality and correctness of your account, your user profile, and anything that happens under your account or password. It is your responsibility to keep your account credentials, such as username and password, personal and confidential. Furthermore, You are responsible for notifying Us as soon as possible in the event You become aware or suspect that the confidentiality of your account credentials has been compromised. You agree that You will not misuse or share your username or password, misrepresent your identity or affiliation with an entity, or impersonate any person or entity.

You acknowledge that any personal information You consent to give us, other than your name and email address to create your account, is optional and that they might be processed by Us in accordance with our privacy policy. Any information in connection with your profile other than your username and additional information that You agree to make public will not be shared with any other User of the Academy but will be accessible by the employees of Frontify managing the Academy (“Academy Managers”).

Content and Intellectual Property

General

Frontify is committed to providing its Users a comprehensive learning experience. To do so, the Academy offers a virtual space where every User can familiarize with the Frontify services and related topics through the Content. Frontify may create slots in the Academy to test and track your learning status and the progress in the courses offered. The Academy is exclusively a consumption platform with educational purposes. The uploading of material of any kind is not permitted to its Users at any time or in any form and no direct interactions between Users will take place on the Academy unless Frontify explicitly consents to them.

You are granted a non-exclusive, non-transferable, revocable license to access the Academy and the Content strictly in accordance with these Terms. As a condition of your use of the Academy, you warrant to Frontify that you will not use the Content to pursue unlawful purposes or such purposes prohibited by these Terms, contrary to the rights and legitimate interests of Us and any other third party or that in any other manner may tamper, disrupt, overload, or otherwise damage the Academy or the site and services offered by Frontify.

External Content

The Content may include links to external websites or resources, which are not directly part of the Academy (“External Content”). You acknowledge and agree that Frontify is not responsible for the availability of such External Content and does not endorse and is not responsible or liable for any External Content available from such websites or resources. We shall have no obligation to review the External Content of said web pages or resources and the services or products that third parties may offer through them. Furthermore, the provision of External Content does not imply that We support, promote, endorse, sponsor, guarantee, or recommend it.

Frontify shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such External Content. It is up to You to take appropriate precautions to ensure that any website You visit is free of destructive items such as viruses. We encourage our Users to be aware when they access External Content and to read the terms and conditions for any other website they may visit.

Intellectual Property

All the Content and the Academy are protected by copyright law and We and our suppliers retain all intellectual property rights, titles, and interest, in and to the Academy, any Content, and the services We offer through the Academy. We retain all rights to our branding, logos, claims, trademarks, and service marks. We can require You to stop using Content and Frontify’s Trademarks at any moment. You shall immediately cease the use and return all Content to Us if so requested.

Warranty Disclaimer

The Academy and all its Content is provided by Frontify “As Is”, with “All Faults” and “As Available”. The entire risk of use and performance remains solely with You. Frontify makes no warranties, express or implied. As a result, Frontify disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose of the Academy. We make no representations or warranties that the Academy will be provided or be available uninterruptedly, timely, securely, accurately, or reliably, or that it will be error-free or free from viruses, worms, or any other harmful or malicious components. We make no warranties for the behavior of other Users.

Indemnification

You agree to indemnify, defend, and hold Frontify, its officers, directors, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from and against any claim, loss, expense, liability, damage, or demand (including all reasonable attorney’s fees) arising out of, allegedly arising out of, or in any other way connected with your use of the Academy or the Content, the breach of these Terms, or any infringement, violation or misappropriation of Frontify’s or third parties’ intellectual property rights or other rights.

Liability

To the maximum extent permitted by applicable law, Frontify and its affiliates, including employees, officers, suppliers and representatives shall not be responsible or liable with respect to any subject matter of these Terms, or any other terms and conditions related thereto whether in contract, tort and negligence, or any other form of action, even if You have notified Us and advised of the possibility of such damages for: (a) error or interruption of use of the Academy or for loss or inaccuracy or corruption of data or content, (b) cost of procurement of substitute goods, services or technology or loss of business; (c) any action You take (or fail to take) based on the Content; (d) any viruses or harmful codes You entered in contact with in connection with the use of the Academy (e) any indirect, exemplary, incidental, special, punitive or consequential damages; (f) any matter beyond Frontify’s reasonable control; or (g) to the extent such limitations are not enforceable under applicable law for any amounts that, together with amounts associated with all other claims, exceed the agreed amount of 100 Swiss Francs.

Termination and Limitations

You acknowledge and agree that Frontify may, at its discretion and without prior notice immediately terminate, limit your access to, suspend or ban You from the Academy. Termination of your access to the Academy includes any or all of the following: (a) removal of access to all or part of the offerings within the Academy, (b) deletion of your password and all related information and content associated with your account (or any part thereof), and (c) banning from any further use of all or part of the Academy. Further, You agree that Frontify shall not be liable to You or any third party for any termination of your account, any associated email address, or access to the Academy. Neither will termination or suspension limit any other rights or remedies Frontify may have. The Academy is created and maintained by Frontify. Therefore, We reserve the right to change, add to or disable/decommission the Academy at any time, without prior notice or liability. In the event Frontify decides to disable/decommission the Academy, this agreement will automatically terminate. You may also leave the Academy at any time. To do so, You must delete your profile and ask Us to erase your account. You can request this by contacting the Academy Managers at academy@frontify.com or, if available, through your account directly. If You decide to leave the Academy, this constitutes a termination of these Terms. In any case, the following sections will survive any termination of these Terms and/or termination of the Academy: 3 (Content and Intellectual Property), 4 (Warranty Disclaimer), 5 (Indemnification), 6 (Liability), 7 (Termination and Limitations), 8 (Applicable Law and Jurisdiction), and 9 (Final Provisions).

Applicable Law and Jurisdiction

These Terms shall be governed by the laws of Switzerland without regard to the conflict of law provisions thereof and regard to the United Nations Convention on the International Sale of Goods or the Hague Convention on Purchases).

In the event of any differences of opinion in connection with these Terms, 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 the Customer, including their validity, invalidity, violation or dissolution, shall be St. Gallen, Switzerland. Irrespective thereof, Frontify is entitled to sue the Customer at its general place of jurisdiction.

Final Provisions

Changes

You acknowledge that these Terms can be subject to changes and updates at any time. It is your sole responsibility to review these terms for any changes and updates. Your continued use of the Academy after any amendment constitutes acceptance of the amended Terms.

Severability

The illegality, invalidity, nullity, or unenforceability of any of the sections of these Terms will not affect the validity of its other provisions, which shall remain in full force and effect. Such sections are to be replaced or integrated into others that, in accordance with the law, correspond to the intended objective of the substituted sections. If at any time and for any reason Frontify fails to respond to a breach of these Terms attributable to one or multiple Users, that failure will not waive Frontify’s right to act with respect to similar subsequent breaches. A waiver in this regard will not be valid nor binding for Frontify unless it is documented in writing and signed by one of our representatives.

Waiver

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Academy or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Assignment

These Terms, and any rights and licenses granted under these Terms, including any claim arising out of these Terms, may not be transferred or assigned by You to a third party without our prior written consent but may be transferred and assigned by Us without restriction.

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