Version 4
Terms of Service for Corporate Framework

1. Definitions

• "The Framework"
  Refers to the proprietary software platform "Corporate Framework," including all underlying source code, APIs, components, modules, and associated technical documentation.
• "The Solution"
  Refers to a specific and defined application that has been developed using the Framework for a Customer's specific purpose.
• "Runtime License"
  The license that grants a Customer the non-exclusive, non-transferable right to operate and allow its users to utilize one specific Solution.
• "Certified Developer"
  An individual who has completed and passed Corporate's then-current certification program and is in possession of a valid, personal certificate.
• "Developer Hub"
  The access-restricted online portal for Certified Developers.
• "Partner"
  Any company that has entered into a formal partner agreement with Corporate, including Agency Partners, Integration Partners and Security Partners.

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2. Scope and Acceptance

2.1. Scope of Agreement

These Terms govern all aspects of access to and use of the Framework, including the operation of Solutions and development on the platform.

2.2. Acceptance

You accept these Terms by paying a license invoice, applying for certification, or by otherwise putting the Framework or a Solution into use.

If you cannot accept these Terms, you may not use the Framework or any Solution built upon it.

2.3. Special Terms

These Terms incorporate by reference the Service Level Agreement (SLA), the Acceptable Use Policy (AUP), the Terms for Certified Developers, the Terms for Agency Partners, the Terms for Integration Partners, and the Terms for Security Partners.

By accepting these Terms, you also agree to the then-current terms for these programs, should you apply for or participate in them.

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3. License and Rights of Use

3.1. Runtime License

A valid Runtime License grants the Customer the right to use one Solution.

This right is strictly limited to allowing end-users to interact with the Solution's functionality via its intended user interface.

The Runtime License expressly does NOT grant the right to access, copy, or view the Framework's source code, nor to perform any technical change, modification, or development.

3.2. Requirement for a Certified Developer

Any and all development, maintenance, configuration, bug-fixing, or other technical modification of a Solution or the Framework may ONLY be performed by a Certified Developer holding a valid Developer License.

Any attempt to circumvent this requirement constitutes a material breach of this agreement.

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4. Acceptable Use

You may not use the Framework, its API, or any Solution to:

1. Engage in or promote illegal activities.
2. Infringe upon any third party's intellectual property, privacy, or other rights.
3. Transmit unsolicited mass communications (spam).
4. Distribute malware, viruses, or other malicious code.
5. Overload, disrupt, or place unreasonable demands on our infrastructure beyond specified rate limits.

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5. Payment and Duration

5.1. License Fee

All Runtime Licenses are billed annually in advance for a 12-month period, unless otherwise agreed in writing.

Payment terms are specified on the invoice.

5.2. Non-Payment

In the event of late payment, Corporate reserves the right, without further notice, to suspend and ultimately permanently terminate the operation of the associated Solution.

5.3. Termination

Corporate may terminate a license with immediate effect upon the Customer's material breach of these Terms.

The Customer may terminate their license in writing with 30 days notice to the end of a license period.

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6. Data Processing and Security

6.1. Data Processing and Applicable Laws

If you, as the Customer, use a Solution to process personal data, you are the Data Controller and Corporate acts as the Data Processor.

It is your responsibility to ensure that your use of the Solution complies with all applicable data protection laws and regulations. This includes, but is not limited to, the EU's General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA/CPRA), Canada's PIPEDA, and other relevant national and regional laws.

If such processing requires a Data Processing Agreement (DPA), it is the Customer's responsibility to execute Corporate's standard Data Processing Agreement.

6.2. Security

We implement reasonable technical and organizational measures to protect the Framework.

The Customer is responsible for the security of their own Solution, including proper configuration of user access and adherence to best practices as guided by their Certified Developer.

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7. Intellectual Property Rights (IPR)

All rights, title, and interest in and to the Framework, including copyright and other intellectual property rights, belong exclusively to Corporate.

These Terms grant you no ownership rights, only a limited right of use as defined herein.

The Customer owns the data entered and processed by the Customer in the Solution.

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8. Disclaimer and Limitation of Liability

8.1. Disclaimer of Warranties

The Framework and any Solution are provided "as is" and "as available".

We disclaim all warranties, whether express or implied, including warranties of merchantability and fitness for a particular purpose.

8.2. Limitation of Liability

To the maximum extent permitted by law, Corporate's total liability to you for any claim arising out of this agreement shall not exceed the total amount you have paid in license fees to Corporate during the 12 months preceding the event giving rise to the claim.

We are not liable for any indirect, incidental, or consequential damages, including loss of profits, data, or business interruption.

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9. General Provisions

9.1. Force Majeure

Neither party shall be held liable for any failure to perform its obligations hereunder if such failure is due to a cause beyond the party's reasonable control.

9.2. Entire Agreement

These Terms, together with the documents they reference, including the Service Level Agreement (SLA), the Acceptable Use Policy (AUP), the Terms for Certified Developers, the Terms for Agency Partners, the Terms for Integration Partners, the Terms for Security Partners, and any Data Processing Agreement, constitute the entire and complete agreement between the parties and supersede all prior agreements.

9.3. Changes to Terms

We reserve the right to modify these Terms with 30 days' notice.

Material changes will be communicated in writing via email.

Your continued use of the Framework after the effective date constitutes your acceptance of the new terms.

9.4. Governing Law and Jurisdiction

These Terms are governed by and shall be construed in accordance with the laws of the country where Corporate has its headquarter, without regard to principles of conflict of laws.

Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts at the location where Corporate has its headquarter at any given time.