Legal
Last updated: 04/27/2026
This Frame Payments, Inc. Platform Services Agreement (this "PSA") is entered into between Frame Payments, Inc., a Delaware corporation ("Frame"), and the customer identified in the applicable account registration or onboarding process ("Merchant") as of the date Merchant first accepts or uses the Platform Services (the "Effective Date").
This PSA includes any supplemental terms, addenda, or policies referenced herein or made available through the Platform Services (collectively, the "Agreement"). Frame and Merchant are sometimes referred to collectively as the "Parties" and individually as a "Party".
Section 1 — Definitions
Capitalized words used but not defined in this PSA have the following meanings:
"Account" means a single user electronic account permitting Merchant or Authorized Users to access and use the Platform Services.
"End User" means any individual or entity that Merchant onboards, verifies, or enables to access Merchant's services through the Platform Services, including Merchant's customers, account holders, or other users of Merchant's products or services.
"Frame APIs" means Frame's application programming interfaces, specifications, instructions and other documentation and materials made available by Frame from time to time to enable access to the Platform Services.
"Frame Marks" means any trademarks, service marks, service or trade names, logos, and other designations of Frame or its affiliates.
"Frame Parties" means Frame and its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents.
"Frame Technology" means any Technology owned by Frame prior to the performance of any Platform Services, or otherwise developed by Frame during the Term independently of the Platform Services, together with all modifications, changes, enhancements, and other derivative works based on any such Technology.
"Confidential Information" means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential. Confidential Information may be of a technical, business or other nature, including, but not limited to, information which relates to the Discloser's technology, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, business affairs, or Intellectual Property Rights.
"Merchant Data" means, except for Feedback, any data, content or information provided by Merchant or any Authorized User to Frame. This includes sensitive, confidential, or personally identifiable information that is transmitted by, processed in some way, or stored in electronic media. Merchant Data constitutes Merchant's Confidential Information.
"Merchant Marks" means any trademarks, service marks, service or trade names, logos, and other designations of Merchant or its affiliates.
"Merchant Parties" means Merchant and its affiliates, and each of their respective members, directors, officers, employees and agents.
"Merchant Software" means the applications or software owned (or licensed), used or hosted by Merchant to access the Platform Services.
"Discloser" means a Party that discloses any of its Confidential Information to the other Party.
"Documentation" means the documentation relating to the Frame API or Services furnished or made available by Frame to Merchant from time to time.
"Feedback" means information and feedback (including, without limitation, questions, comments, suggestions, or the like), whether given through the functionality of the Platform Services or otherwise, regarding the performance, accuracy, features, functionality and overall Merchant experience of the Platform Services, or with the Platform Services or Reports. Feedback also includes additional classifications requested by Merchant for the Reports.
"Intellectual Property Rights" means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise.
"Platform Services" means the API-based technology platform made available by Frame that enables Merchant to onboard, verify, and manage Merchant's end users and to facilitate interactions with Third-Party Service Providers relating to identity verification, compliance, financial account connectivity, payments, funds movement, and other financial infrastructure functionality. Frame does not itself provide financial services, payment processing, banking services, or money transmission unless expressly stated. Frame does not hold customer funds, transmit money, or operate as a financial institution.
"Recipient" means a Party that receives any Confidential Information of the other Party.
"Reports" means the reports and other classifications of Merchant Data generated in connection with Merchant's and its Authorized Users' use of the Platform Services.
"Technology" means all technology, equipment, software, documentation, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, templates, materials, specifications, processes, inventions, apparatus, creations, innovations, improvements, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, studies, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein.
"Third-Party Service Provider" means any third-party vendor, financial institution, payments processor, identity verification provider, compliance provider, or other service provider whose services are accessed through or integrated with the Platform Services.
"Unauthorized Use" means any use, reproduction, modification, distribution, disposition, possession, examination, inspection, viewing, disclosure or other activity involving the Platform Services or Documentation of Frame that is not expressly authorized under the Agreement or otherwise in writing by Frame.
Section 2 — Access to the Platform Services; Restrictions
2.1 Access to the Services
Frame is a technology platform provider and not a bank, money transmitter, or payment processor unless expressly stated in a separate written agreement. Merchant acknowledges that the Platform Services may enable Merchant to interact with Third-Party Service Providers that provide regulated financial services, and Merchant's access to those services may be subject to additional agreements with those Third-Party Service Providers. Frame provides technology infrastructure only and does not provide financial services, payment processing, banking services, or act as merchant of record unless expressly stated.
Subject to Merchant's compliance with the Agreement, Frame hereby grants to Merchant a limited, nonexclusive, nontransferable, sublicensable (solely to its Authorized Users), revocable right during the Term to:
access and use of the Platform Services and Reports made available through the Platform Services in connection with the Merchant Software;
use the Frame APIs to develop the Merchant Software and customize and configure Merchant's systems, services, and networks as necessary to interface with the Platform Services;
access the Platform Services for the purpose of sending, receiving and processing Merchant Data; and
invite and enable up to the additional number of Merchant employees and contractors authorized by Merchant to access the Platform Services ("Authorized Users").
The rights granted in the foregoing clauses may not be sublicensed or transferred without Frame's prior written consent.
2.2 Restrictions; Limitations
Except to the extent otherwise expressly permitted in writing by Frame, Merchant's access and use of the Frame API and Platform Services is limited to the sole purpose of developing, testing and using the Merchant Software in order to access and provide access to the Platform Services. Merchant may not use the Services in any manner or for any purpose other than as expressly permitted by the Agreement. Frame may utilize technical measures to prevent over usage and may stop usage of the Platform Services by Merchant after any usage limitations are exceeded.
Without limiting the foregoing, the rights granted under this Section 2 do not include or authorize, and the following are expressly prohibited: (i) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Frame API or any Platform Services or using or accessing the Frame API or Services to build a competitive product or service; (ii) using any data mining, robots or similar data gathering or extraction methods except as provided by the Services; (iii) performing or disclosing any benchmarking or performance testing of the Services; (iv) selling, licensing, renting, leasing, assigning, distributing, displaying, hosting, disclosing, outsourcing or otherwise exploiting the Services except as necessary to provide Merchant Software to Authorized Users; or (v) using the Services other than for their intended use.
Merchant will treat all Frame APIs as Confidential Information and will be solely responsible for all authorized and unauthorized use of the Platform Services made using Merchant's and Authorized Users' credentials. Merchant will promptly notify Frame if it discovers or otherwise suspects any security breaches related to the Services, including any unauthorized use or disclosure of the Frame API or any other access credentials of a third party.
2.3 Changes to Services
Frame may modify the features or functionality of the Platform Services from time to time. Frame will use commercially reasonable efforts to provide advance notice of material changes that materially reduce the functionality of the Platform Services.
2.4 Suspension of Services
Frame may, in its sole discretion, immediately suspend access to or use of the Services by Merchant or any Authorized User if Merchant or any Authorized User violates a material restriction or obligation of Merchant or Authorized Users in the Agreement, or if in Frame's reasonable judgment, the Services or any components thereof are about to suffer a significant threat to security or functionality. Frame may, but is not required to, provide advance notice to Merchant of any such suspension based on the nature of the circumstances giving rise to the suspension.
Frame will use reasonable efforts to reestablish the affected Services promptly after Frame determines that the situation giving rise to the suspension has been cured. Frame may terminate access to the Services if any of the foregoing causes of suspension are not cured within 30 days after Frame's initial notice thereof. Any suspension or termination by Frame under this Section will not excuse Merchant from its obligation to make payment(s) under the Agreement provided that the circumstances giving rise to the suspension or termination were caused by the acts or omissions of Merchant or any Authorized User.
2.5 No Representation of Frame
Merchant will not represent to any third party that Frame provides financial services, payment processing, banking services, or any other regulated financial activity unless expressly authorized in writing by Frame. Merchant may not represent itself as an agent, partner, or representative of Frame.
2.6 Acceptable Use
Merchant will not use the Platform Services to enable activities that are illegal, fraudulent, or prohibited under applicable law or the policies of Frame or any Third-Party Service Provider. Frame may suspend or terminate access to the Services if Merchant or its End Users engage in prohibited activities or activities that pose regulatory, financial, or reputational risk to Frame.
Frame may use aggregated and anonymized data derived from Merchant's use of the Services to improve the Platform Services, develop new products, and generate analytics.
Merchant is solely responsible for ensuring that its products, services, and activities conducted through the Platform Services comply with all applicable laws, rules, and regulations in each jurisdiction in which Merchant operates. Merchant will not use the Platform Services to facilitate or enable any activity that is illegal, fraudulent, deceptive, or otherwise prohibited under applicable law or by any Third-Party Service Provider. Without limiting the foregoing, Merchant will not use the Platform Services in connection with any prohibited businesses or activities identified by Frame or its Third-Party Service Providers, including activities involving unlawful gambling, sanctions violations, money laundering, fraud, or other restricted financial activities.
Frame may suspend or terminate Merchant's access to the Platform Services immediately if Frame reasonably determines that Merchant's activities pose legal, regulatory, financial, or reputational risk to Frame, any financial institution, or any Third-Party Service Provider.
Section 3 — Eligibility; Registration; Data Practices; Responsibilities
3.1 Eligibility
Merchant represents and warrants that it and the Authorized Users are not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions; (b) on the United States Treasury Department's list of Specifically Designated Nationals; (c) on the United States Department of Commerce's Denied Persons List or Entity List; or (d) on any other United States export control list.
Registration
Merchant may need to register for an Account with Frame. Merchant will: (a) provide accurate, current and complete information when creating an Account; (b) maintain and promptly update all Account information; (c) not share passwords with others and restrict access to the Account and its and its Authorized Users' computers or mobile devices; (d) promptly notify Frame if Merchant discovers, has received notice of, or otherwise suspects any security breaches related to Merchant's or any Authorized User's Accounts; and (e) accept responsibility for all Unauthorized Use and activities that occur under Merchant's Account.
3.2 Violations
Merchant is responsible for all activity that occurs under its and Authorized Users' Accounts, its and Authorized Users' compliance with the Agreement and any use, misuse or Unauthorized Use (including by third parties) of Accounts. Frame will notify Merchant of any known Unauthorized Use and Merchant will have three business days from the date of such notice to cure such Unauthorized Use. If Merchant does not cure such Unauthorized Use within such three-business-day period, Frame reserves the right to terminate the Account of Merchant or any Authorized User. The acts or omissions of any Authorized User or third party under Merchant's Account are considered the Merchant's acts or omissions.
3.3 Additional Frame Responsibilities
Frame may perform actions through APIs or vendor integrations on behalf of Merchant when instructed by Merchant through the platform. Merchant acknowledges that Merchant Data are hosted and processed on a distributed network owned and maintained by a Third-Party Service Provider that is responsible for securing the network. Frame will not make any substantive changes to the Third-Party Service Provider's applicable services that would be reasonably anticipated to result in any material loss of security, functionality or performance of the Services. Frame will notify Merchant without undue delay after becoming aware of any confirmed security incident affecting Merchant Data.
Frame will implement and maintain during the Term commercially reasonable administrative, physical and technical safeguards designed to protect Merchant Data from unauthorized access, use and disclosure, including the following:
use of Third-Party Service Providers to provide secure hosting services;
physical controls designed to secure its facilities used to protect Merchant Data from unauthorized access;
user authentication and access controls that are designed to ensure that access to Merchant Data is limited to individuals with a need to know for purposes of performing Services under the Agreement;
screening procedures for employees who may have access to Merchant Data;
procedures designed to ensure that persons authorized to process personal data have committed in writing to maintain the confidentiality of personal data or are under an appropriate statutory obligation of confidentiality;
measures for logging and monitoring of the details of all processing of Merchant Data;
measures designed to ensure that all Merchant Data is compartmentalized or otherwise logically distinct from other information of Frame; and
controls designed to protect the Frame networks, devices and systems from malware and unauthorized software.
3.4 Merchant Responsibilities
Merchant is solely responsible for determining whether its products, services, and activities comply with all applicable financial services, gaming, wagering, commodities, securities, or other regulatory requirements in any jurisdiction in which Merchant operates. Frame does not provide legal, regulatory, or compliance advice regarding Merchant's activities.
Merchant will comply with and will ensure its employees and subcontractors comply with, the terms of the Agreement and any additional use terms or policies provided with the Services. Merchant will be liable for any use of the Services that is not in accordance with the terms and instructions provided by Frame.
Merchant will provide Frame with all information needed by Frame to configure and operate the Services. Merchant is fully responsible for the accuracy and completeness of any information provided to Frame.
Merchant is, and will remain, solely and exclusively responsible for all financial risks associated with providing its own services to its customers, users, and program partners.
Merchant will make available to Frame appropriate management and technical personnel who will work with Frame and will perform, on a timely basis, any activities or responsibilities of the Merchant and as assigned by Frame.
Merchant is solely responsible for determining the identity, eligibility, and legal compliance of any End User of Merchant's services. Merchant will ensure that all onboarding, compliance, and regulatory obligations relating to its End Users — including but not limited to KYC, KYB, AML, sanctions screening, and fraud prevention — are satisfied in accordance with applicable law. Frame provides technology tools that may assist Merchant in fulfilling these obligations but does not assume responsibility for Merchant's compliance obligations.
Merchant acknowledges that it has certain regulatory obligations and notice requirements relative to its users and customers and Merchant is responsible for ensuring its users and customers are provided with any terms or notices required by applicable law. Merchant further acknowledges and agrees that it will comply with all applicable laws, rules and regulations in connection with its receipt and use of the Services.
Merchant will be responsible for the security and performance of any of Merchant's services or functionality that are not provided to Merchant by Frame.
Merchant will not use the Frame APIs in a manner that exceeds reasonable request limits, interferes with the operation of the Platform Services, or circumvents technical controls.
Merchant accepts responsibility for maintaining all accounts and subaccounts offered by Merchant to Merchant's customers, users, or program partners. Merchant will review all reports furnished by Frame for accuracy and will work with Frame to reconcile any out of balance conditions or discrepancies. As applicable, Merchant will be responsible for balancing its accounts each business day, ledgering its accounts and associated transactions accurately, notifying Frame promptly of any errors or discrepancies, and retaining records related to all accounts and subaccounts.
Merchant is solely responsible for its relationship with End Users, including providing customer support, disclosures, and legally required terms. End Users are not customers of Frame solely by virtue of their use of Merchant's services.
Merchant is solely responsible for determining whether its products or services, including any wagering, prediction market, gaming, or financial activity offered to End Users, comply with applicable law in all jurisdictions in which Merchant operates.
Merchant acknowledges that End Users are customers of Merchant and not customers of Frame. Frame has no relationship with End Users solely by virtue of Merchant's use of the Platform Services.
3.5 Third-Party Provider Responsibilities
The Platform Services may enable Merchant to access services provided by Third-Party Service Providers. Merchant's use of any Third-Party Service Provider may require Merchant to agree to additional terms imposed by such provider.
Frame does not control, operate, or assume responsibility for any Third-Party Service Provider services. Thus, Frame is not responsible for any interruption, failure, delay, or error caused by any Third-Party Service Provider.
Merchant acknowledges that Frame may share Merchant Data and End User information with Third-Party Service Providers as necessary to facilitate the requested services.
Frame does not guarantee the availability, performance, or continued operation of any Third-Party Service Provider or any services provided by such providers. Frame may add, remove, or replace Third-Party Service Providers from time to time. Merchant acknowledges that the availability of certain features or functionality of the Platform Services may depend on Third-Party Service Providers and that interruptions or failures of such providers may affect the Platform Services.
Section 4 — Performance of Services
4.1 Performance
Frame will make the Platform Services available to Merchant in accordance with this Agreement.
4.2 End User Support
Merchant will provide all support for End Users, unless Frame expressly agrees in writing to provide such support.
Section 5 — Fees, Payments and Taxes
5.1 Fees
Merchant agrees to pay the Fees as set forth in Frame's pricing schedule or other fee disclosures made available through the Platform Services or Frame website (the "Fees").
5.2 Fee Collection
Merchant authorizes Frame to collect Fees by debiting Merchant's account, settlement proceeds, payment accounts, or other payment methods designated by Merchant.
5.3 Third-Party Fees
Merchant acknowledges that use of certain Platform Services may involve services provided by Third-Party Service Providers. Merchant is responsible for any fees charged by such Third-Party Service Providers.
5.4 Pricing Changes
Frame may modify the Fees for the Platform Services upon prior notice to Merchant, including by posting updated pricing on the Platform or Frame website.
5.5 Taxes
Merchant is responsible for all applicable taxes, duties, or governmental charges associated with Merchant's use of the Platform Services, excluding taxes based on Frame's net income.
Section 6 — Term and Termination
6.1 Term
This Agreement begins on the Effective Date and continues until terminated by either Party (the "Term").
6.2 Termination; Suspension
Merchant may terminate this Agreement by ceasing use of the Platform Services and closing its Frame account. Frame may suspend or terminate Merchant's access to the Platform Services at any time, including if Frame determines that Merchant's use of the Platform Services poses legal, regulatory, financial, or reputational risk. Frame may suspend Merchant's access to the Platform Services immediately if required to comply with applicable law, regulatory obligations, or the requirements of any Third-Party Service Provider.
6.3 Effect of Termination
In the event of any termination: (a) Merchant's access to the Platform Services will cease; (b) Merchant remains responsible for all Fees and obligations incurred prior to termination; and (c) any provisions that by their nature should survive termination will survive.
6.4 Data Retrieval
Upon termination of this Agreement, Merchant may request a copy of Merchant Data available through the Platform Services for a limited period following termination, subject to Frame's data retention policies.
Section 7 — Indemnification
7.1 By Merchant
Merchant will defend, indemnify, and hold harmless the Frame Parties from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of any third party (including Authorized Users') claim that alleges: (a) Merchant's use of the Platform Services; (b) Merchant's products, services, or relationship with its customers or End Users; (c) Merchant Data or content provided by Merchant or its End Users; (d) Merchant's violation of applicable law or regulation; (e) Merchant's use of Third-Party Service Providers; (f) Merchant's breach of this Agreement; (g) any infringement, misappropriation, or other violation of any intellectual property rights of any third party; or (h) any negligence, willful misconduct, or fraud of Merchant, or Merchant's directors, officers, employees, agents, or representatives.
7.2 Procedure
For any claims under this Section 7, the Merchant will: (a) give the Frame Parties prompt written notice of the claim; (b) provide such assistance in connection with the defense and settlement of the claim as the Frame Parties may reasonably request; (c) obtain the Frame Parties' written consent prior to (i) selecting and retaining counsel to defend against any claim under this Section 7 and (ii) agreeing to any settlement; and (d) comply with any settlement or court order made in connection with the claim.
Section 8 — Intellectual Property; Data Rights
8.1 Frame Technology
As between Frame and Merchant, Frame owns all right, title, and interest in and to Frame Technology, together with all Intellectual Property Rights therein. Except as otherwise specified in Section 2.1, Merchant does not obtain any rights under the Agreement to Frame Technology, or the Services, including any related Intellectual Property Rights.
8.2 Feedback
Merchant and Authorized Users may voluntarily provide Frame with Feedback and may make designees available to Frame on a reasonable basis for this purpose. Frame may use the Feedback for any purpose (including commercialization or other exploitation of Frame's products and services) without restriction, obligation or liability of any kind to Merchant and its Authorized Users and without vesting any rights in the party that provided the Feedback; provided that Frame shall not identify Merchant as the source of the feedback.
8.3 Trademarks
As between Frame and Merchant, Frame owns all right, title and interest in and to the Frame Marks and any goodwill arising out of the use of the Frame Marks will remain with and belong to Frame and its licensors. The Frame Marks may not be copied, imitated or used without the prior written consent of Frame or the applicable trademark holder.
Frame may use Merchant Marks and other content Merchant furnishes to Frame to be used in connection with the Services ("Merchant Content"); provided that Frame's use complies with any reasonable usage guidelines provided to Frame in writing by Merchant. Merchant will obtain all necessary third-party permissions and licenses required for Frame's use of Merchant Marks and Merchant Content.
8.4 Merchant Data
In connection with the Services, Frame will collect and process Merchant Data and End User Data. "End User Data" means data relating to Merchant's customers, users, or other individuals that Merchant submits to the Platform Services. Merchant will own all Merchant Data and End User Data and hereby instructs and authorizes Frame to provide the Services and to communicate with Authorized Users or individuals designated by Merchant about the Accounts and Frame products and services (the "Purpose"). As between Frame and Merchant, Merchant retains all right, title, and interest in and to any Merchant Data and End User Data.
Merchant acknowledges that the Platform Services integrate with Third-Party Service Providers that provide identity verification, financial account connectivity, payment processing, compliance screening, fraud prevention, and other financial infrastructure services. Merchant authorizes Frame to transmit Merchant Data and End User Data to such Third-Party Service Providers as necessary to provide the Platform Services. Frame is not responsible for the acts or omissions of any Third-Party Service Provider, including such provider's services, data practices, security practices, or compliance with applicable law.
Frame may: (i) disclose Merchant Data and End User Data to its service providers and Third-Party Service Providers solely to the extent necessary to provide the Services or as required by applicable law or court order; (ii) process Merchant Data in order to create de-identified or anonymized data ("Anonymized Data"); and (iii) copy, modify, distribute, display, disclose, and otherwise process Anonymized Data in connection with its business services and offerings, including for operational analytics, machine learning, internal reporting, audit functions, and improvement of the Services. Frame retains all rights in de-identified or aggregated usage data relating to Merchant's or its Authorized Users' use of the Services ("Usage Data"). Usage Data will not include personally identifiable information and will not be considered Merchant Data.
By using the Services, Merchant consents, on behalf of Merchant and its Authorized Users (as applicable), to Merchant Data and End User Data (including personal information) being transferred to and processed in the United States or other jurisdictions where Frame or its service providers operate, where Merchant or Authorized Users may have fewer rights than under local law.
Merchant will obtain and maintain all rights, permissions, and consents necessary for Frame to collect, use, process, disclose, and transmit Merchant Data and End User Data (including personal information) to Third-Party Service Providers as contemplated by the Agreement and the Platform Services. Merchant will provide all legally required notices and maintain a privacy policy that accurately describes how Merchant collects, uses, and shares data with Frame and the Third-Party Service Providers integrated through the Platform Services.
Section 9 — Limited Warranties
9.1 Warranties
Merchant represents and warrants that:
Merchant is a corporate entity, Merchant is validly existing, in good standing, and free to enter into this Agreement.
The signatory executing this Agreement has been duly authorized to do so by all required corporate action.
Merchant has the full right, power, and authority to enter into, and perform the obligations and grant the rights under, this Agreement.
When executed and delivered by Merchant, this Agreement is legally binding upon and enforceable against Merchant and does not conflict with any agreement, instrument, or understanding, oral or written, to which Merchant is a party or by which Merchant is bound.
There are no proceedings pending or, to Merchant's knowledge, threatened or reasonably anticipated that would challenge or that may have a material adverse effect on Merchant's performance under this Agreement.
Merchant has obtained and maintains all consents, authorizations, permissions, and approvals necessary for Frame to exercise its rights and perform its obligations in connection with this Agreement.
Merchant is accessing and using the Services in compliance with all Applicable Law, Network Rules, and terms imposed by Third-Party Service Providers, and with this Agreement.
With respect to any information or data provided or otherwise made available to Frame in connection with the Services: (a) such information and data is accurate, complete, authentic, valid, and timely; (b) such information and data has been provided in the form, format, and method required under Applicable Law, Network Rules, and terms imposed by Third-Party Service Providers; (c) Merchant has obtained all consents, authorizations, permissions, and approvals necessary to provide or otherwise make available such information and data to Frame; and (d) Merchant may access, use, and disclose such information and data as necessary to exercise its rights and perform its obligations in connection with this Agreement.
9.2 Disclaimer
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND REPORTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND FRAME HEREBY DISCLAIMS, AND MERCHANT HEREBY WAIVES AND RELEASES FRAME FROM, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR RESULTS OF THE SERVICES INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR MERCHANT DATA PROVIDED BY MERCHANT OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND EXCEPT TO THE EXTENT PROHIBITED BY LAW, FRAME AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE PRACTICE.
Section 10 — Limitations of Liability
10.1 Force Majeure
Neither Party will be liable for, or be considered to be in, breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond such Party's reasonable control (including, without limitation, any act or failure to act by the other Party) (a "Force Majeure Event"). This paragraph will not apply to any payment obligation of either Party. In the event of such Force Majeure Event, Frame will use commercially reasonable efforts to restore affected services.
10.2 Limitation of Liability
IN NO EVENT WILL ANY OF THE FRAME PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY (A) THE USE OF OR INABILITY TO USE THE SERVICES OR THE REPORTS, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, (B) THE MERCHANT'S USE OF THE REPORTS TO TAKE ACTION WITH RESPECT TO ANY AUTHORIZED USER OR (C) THE PERFORMANCE OF SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE AGREEMENT EXCEED THE COMPENSATION PAID BY MERCHANT TO FRAME IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY.
Section 11 — Confidential Information
Each Party reserves any and all right, title and interest (including any Intellectual Property Rights) that it may have in or to any Confidential Information that it may disclose to the other Party under the Agreement. The Recipient will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser.
This Section will not be interpreted or construed to prohibit any use or disclosure of information: (a) that was known to Recipient prior to receiving the same from the Discloser in connection with the Agreement; (b) that is independently developed by the Recipient; (c) that is acquired by the Recipient from another source without restriction as to use or disclosure; (d) that is necessary or appropriate for Recipient to perform its obligations or exercise its rights under the Agreement; (e) to the extent required by applicable law, provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof; or (f) that is made with the written consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations.
Upon expiration of the Term or termination of the Agreement for any reason, the Recipient will, upon request of the Discloser, return to the Discloser, or destroy (with written certification of the same), all copies of the Discloser's Confidential Information, except for archival and back-up copies on back-up tapes and back-ups on cloud-based solutions that are unduly burdensome to destroy and if, and to the extent, the Recipient is required to retain such material under applicable laws or regulations.
Section 12 — Miscellaneous
12.1 Independent Contractors
Each Party is an independent contractor and not a partner or agent of the other. The Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party. Frame is solely responsible for the payment of its personnel, including all fees, expenses, and compensation to, by, or on behalf of any Frame personnel and, if applicable, the withholding of income taxes and payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.
12.2 Reference Program
Merchant hereby grants Frame the right to use Merchant's name, logo, and a description of its use case to refer to Merchant on Frame's website, earnings releases and calls, marketing or promotional materials, subject to Merchant's standard trademark usage guidelines. Merchant may opt out of the foregoing right upon 30 days' written notice to Frame. Merchant may voluntarily consult with Frame and work in good faith to agree on quotes and statements about Merchant's experience with the Services. If Merchant or an Authorized User volunteers such quotes or statements, Frame may use such quotes and statements in connection with its sales and marketing activities.
12.3 No Third-Party Beneficiaries
The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to the Agreement.
12.4 Assignment
Neither Party may assign the Agreement or any right, interest or benefit under the Agreement without prior written consent of the other Party; provided that either party may assign the Agreement or any right, interest or benefit under the Agreement without such prior written consent to an entity that acquires all or substantially all of the business or assets of such party to which the Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.
12.5 Platform Technology
Frame and its licensors retain all right, title, and interest in and to the Platform Services, including all software, APIs, documentation, technology, and related intellectual property rights. No rights are granted to Merchant other than the limited license expressly set forth in this Agreement.
12.6 Nonwaiver
The failure of either Party to insist upon or enforce performance by the other Party of any provision of the Agreement, or to exercise any right or remedy under the Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect.
12.7 Dispute Resolution
Except for any claim for injunctive relief, Merchant and Frame each waive their respective rights to a jury trial and to have any dispute arising out of or related to the Agreement, Frame API or the Platform Services resolved in court. Instead, all disputes arising out of or relating to the Agreement, Frame API or the Services will be resolved through confidential, binding arbitration held in Seattle, Washington before and in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website. The arbitrator may only conduct an individual arbitration and may not consolidate more than one party's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one party.
Merchant and Frame agree that the state or federal courts located in Seattle, Washington have exclusive jurisdiction over any appeals over or the enforcement of an arbitration award and over any claims for injunctive relief, and Merchant hereby consents to jurisdiction and venue in such courts.
12.8 Severability
If any provision of the Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provisions.
12.9 Applicable Law
The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement.
12.10 Entire Agreement
The Agreement, together with any addenda, exhibits, or supplemental terms incorporated by reference or made available through the Platform Services, constitutes the complete and exclusive statement of the Parties' agreement with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of a conflict between the contents of the Agreement and any other documents or terms that form part of the Agreement, the following order of precedence governs: first, any supplemental terms governing a specific category of Services; second, this PSA; third, any policies or documentation incorporated by reference or made available through the Platform Services.
12.11 US Government Rights
Each of the software components that constitute the Services and the Documentation is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Merchant is an agency of the US government or any contractor therefor, Merchant receives only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US government customers and their contractors.