Framework - Partner Terms and Conditions

1.1 - These Platform Terms set out how Founders Academy Limited, a company registered in England and Wales, with registered office address at 180 The Strand 2 Arundel Street, London, England, WC2R 3DA, and company number 11470924 ("Framework", "FA", "we", "our", "us") provides the Framework Services to Partners and their Members.

1.2 - Please read these Platform Terms carefully. By either: (a) accepting these Platform Terms (such as by ticking a box agreeing to the Platform Terms); (b) accessing or using the Framework Services; or (c) by signing an Order Form, you acknowledge and agree that you are either: (a) a Partner; (b) acting on behalf of a Partner and that you are authorised to act on the Partner's behalf (in which case "you" and "your" shall be understood to mean that Partner); or (c) a Member; and in each case, you agree to be bound by these Platform Terms, our Privacy Policy , and the Framework Community Guidelines .

1.3 - We reserve the right to change these Platform Terms, but we will make the most current version of our Platform Terms available on www.useframework.com ("Site"). Where material changes to these Platform Terms are made, we shall use reasonable endeavours to notify you of such change by email. You agree that your use of the Framework Services following such notice means that you agree to the updated Platform Terms.

2.1 - The Partner Agreement will be effective from and including the Effective Date and shall continue for the Subscription Period unless terminated earlier in accordance with Clause 11 (the "First Term").

2.2 - Unless terminated earlier in accordance with Clause 11, from and including the day immediately following the First Term, the Partner Agreement will automatically renew for successive terms, each successive term being equal in length to the then-expiring Subscription Period (each a "Renewal Term").

3.1 - The Framework Services are not intended for and may not be used by anyone under the age of 16. You confirm that you are, and Partner shall ensure that Members are 16 years and older.

3.2 - In consideration of the full payment of the Subscription Fees, Framework grants to Partner a non-exclusive, non-transferable, revocable licence, without the right to grant sublicenses, to permit Members to use the Framework Services during the Subscription Period and any applicable Renewal Term, solely and strictly for the Partner's internal business purposes, and subject to the terms and restrictions of the Partner Agreement.

3.2.1 - A Subscription cannot be transferred between Members.

3.3 - You shall not, and Partner shall procure that each Member, and its employees, agents and contractors shall not: (a) except as may be allowed by any Applicable Law which is incapable of exclusion by agreement and except to the extent expressly permitted under the Partner Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Framework Services in any form or media or by any means; (ii) attempt to decompile, reverse compile, dissemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Framework Services; (b) access all or any part of the Framework Services in order to build a product or service which competes with the Framework Services; (c) use the Framework Services to provide services to third parties, unless expressly agreed between us in writing prior to such use; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Framework Services available to any third party (except, in the case of Partner, their applicable Members); (e) share, loan or transfer your Account or the details for accessing or using the Account; (f) attempt to obtain, or assist third parties in obtaining, access to the Framework Services, other than as provided under this Clause 3.3; (g) create a false identity using the Framework Services, misrepresent Framework's identity, create a profile for anyone other than you (or, in the case where you are a Partner you and your Members) or use or attempt to use another's Account; (h) remove or alter any conditions of use, copyright notices and other identification disclaimers as they may appear on the Framework Services; (i) attempt to probe, scan or test the vulnerability of the Framework Services, breach the security or authentication measures of the Framework Services without proper authorisation or wilfully render any or part of the Framework Services unusable for any Member; (j) allow the Framework Services to become the subject of any charge, lien or encumbrance; (k) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all Applicable Laws and regulations or is otherwise objectionable or prohibited; (l) engage in any fraudulent activity or further any fraudulent purpose; (m) violate any Applicable Laws or regulations; (n) use the Framework Services to harm minors; or (n) interfere with others' use of the Framework Services.

3.4 - You shall and Partner shall procure that Members shall, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Framework Services and, in the event of any such unauthorised access or use, promptly notify Framework.

3.5 - Except for the limited license rights expressly granted under this Clause 3, nothing in the Partner Agreement operates to transfer to you or to grant to you any license or other rights to use any of Framework's Intellectual Property Rights, which shall at all times remain the sole and exclusive property of Framework.

3.6 - You acknowledge and agree that Framework has the exclusive right to decide how to develop the Framework Services. Framework may, in its sole discretion, remove or add features to the Framework Services at any time without any claims to compensation or any other remedies by you.

4.1 - Framework may from time to time make Events available to Members through the App. Events are provided on a first come first served basis only and spaces may be limited as determined by any entry rules provided by Framework for that Event ("Event Rules") or otherwise at Framework's sole discretion.

4.2 - In the event that you fail to arrive for an Event on time Framework may, at our sole discretion, allocate your place to someone else, and where this occurs we cannot guarantee that you will additionally be able to join the Event.

4.3 - If you participate in an Event, you shall and Partner shall procure that Members comply with the Event Rules or such other reasonable instruction provided by Framework. Framework may record Events ("Recordings") and Framework owns these Recordings and the Intellectual Property Rights in the same.

5.1 - You shall provide, and Partner procures that its Members shall provide accurate, current and complete information required to register with the Framework Service and at other points as may be required in the course of using the Framework Service. You further shall and Partner procures that its Members shall maintain and update information as required to keep it accurate, current and complete. We may terminate yours or your Members' rights to any or all of the Framework Services if any information you provide is false, inaccurate or incomplete.

5.2 - In respect of the Framework Services, you shall be responsible for all acts and omissions by you and by your Members (as applicable), including for ensuring the security and confidentiality of all Account passwords and other log-in details used in order to access or use the Framework Services ("Credentials").

5.3 - You shall, and Partner shall procure that each of its Members shall: (a) keep a secure password for their use of the Framework Services, that such password shall be changed regularly and that the password and any other Credentials shall be kept confidential; (b) act in accordance with good industry practice (through the use of up-to-date anti-virus software) to ensure that it does not transmit any Viruses or Vulnerability during the course of its use of the Framework Services; (c) read and comply with the Partner Agreement; (d) immediately notify us of any breaches of the Partner Agreement; (e) provide Framework with all necessary co-operation and information as may be required by Framework in order to provide the Framework Services; and (f) comply with all Applicable Laws and regulations with respect to its activities under or in connection with the Framework Services.

5.4 - Where Partner appoints an Administrator, Partner warrants and represent that the Administrator has the authority to act on behalf of the Partner.

5.5 - Partner shall keep complete and accurate records of Members and produce such records to Framework on reasonable request from time to time.

6.1 - The use and performance of the Framework Services may be dependent on device compatibility, internet access, software being up to date and other technical factors ("System Requirements"). You acknowledge and agree that you are responsible for such System Requirements.

6.2 - The content on our Site, and the Framework Services are provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site, or derived from the Framework Services.

6.3 - The Framework Services are provided "as is" and "as available". To the fullest extent permissible by law, we do not provide and expressly disclaim warranties of any kind, whether express or implied, including, but not limited to, implied warranties or merchantability, fitness for a particular purpose, non-infringement, or performance. You acknowledge and accept that that we do not warrant that the Framework Services will be uninterrupted, timely, secure, error-free, or free from Viruses or other malicious software, and no information or advice obtained by you from us or through the Framework Services shall create any warranty not expressly stated in the Partner Agreement. If you are dissatisfied with the Framework Services, your sole and exclusive remedy is to discontinue use of the Framework Services.

6.4 - Where the Framework Services link to other websites and resources provided by third parties, these links are provided for information only. Such links should not be interpreted as approval by us of those linked websites or any information you may obtain from them. We have no control over the contents of those websites or resources.

6.5 - You acknowledge and agree that, from time to time, Framework may need to carry out maintenance on the Framework Services, and generally, maintenance works relating to its equipment and systems, and it shall use its reasonable endeavours to ensure that, in doing so, reasonable notice is given to you and minimum disruption to the access to the Framework Services is caused. However, you acknowledge that Framework cannot guarantee that the Framework Services will be continuously available. For the avoidance of doubt, you shall in no circumstances be entitled to a discount or refund of Subscription Fees in respect of interruptions to the availability of the Framework Services arising from such maintenance works.

6.6 - We reserve the right to suspend or restrict access to the Framework Services if: (a) we reasonably believe that you or your Member are in breach of the Platform Terms or the Partner Agreement; or (b) we suspect or detect any Viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to yours or your Members' Accounts. We shall not be liable to you or to any third party for any such suspension.

7.1 - You shall have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of all your or your Members' Account Content.

7.2 - Portions of the Framework Services may utilise or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Platform and Platform Services, and yours and your Members use of such material is governed by their respective terms.

7.3 - Member and Partner each warrants, represents and undertakes (on its own behalf, and in the case of the Partner on behalf of each of its Members) that: (a) it has the right, power and capacity to agree to the Platform Terms and Partner Agreement (where applicable), and to assign, and/or grant the rights as set out in the Partner Agreement (including in respect of the Account Content); (b) the Account Content, is its or its Members' (as applicable) wholly original work and will not infringe the rights (including Intellectual Property Rights) of any third party, and that it shall obtain and grant any license, waivers or permissions as needed to give effect to any rights granted to Framework; and (c) it and the Account Content shall comply with the Framework Community Guidelines and all Applicable Laws.

7.4 - All Intellectual Property Rights in the Account Content shall remain your property or that of your licensors. You grant and Partner shall procure that Members grant to Framework a non-exclusive, royalty-free, perpetual, worldwide license to: (a) host, use, copy, store, collect, process, transmit, retain, publish and display the Account Content to the extent permitted in the Partner Agreement or as otherwise necessary to enable Framework to provide the Framework Services including to other third parties, and to enable Framework to perform its obligations in these Platform Terms and under any third party license, or otherwise required by law regulation or order; and (b) use the Account Content on an anonymous basis such that Framework may aggregate such anonymised Account Content with the anonymised data of other Members and users of its Framework Services. Ownership of such anonymised and aggregated data and all Intellectual Property Rights in that data will belong to Framework or shall immediately vest in Framework upon its creation.

7.5 - If you or your Members elect to provide Framework with any suggestions, comments, improvements, ideas or other feedback or materials related to the Framework Framework Services and Services, you hereby assign, and as applicable procure that your Members shall assign, and shall if requested in the future assign, all right, title and interest in and to such feedback to Framework, without any compensation or other duty to account to you or the Members (as applicable) and shall automatically waive any moral rights in such feedback. You and partner shall procure that its Members will promptly take such actions as Framework may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Framework's ownership rights.

7.6 - Framework respects the intellectual property of others and will do our best to monitor the Account Content for compliance with the Partner Agreement. If you believe that there has been a violation of copyright, please report this by submitting a copyright notice to as follows: support@useframework.com and include all of the following in your notice: (a) your name, and email address; (b) description of the copyrighted work that you claim has been infringed; (c) the URL or a description of where the alleged infringing material is located; and (d) the following statement: "I have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law. I represent that the information in this notice is accurate and, under penalty of perjury, that I am the owner of the copyright or authorized to act on the copyright owner's behalf."

7.7 - An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

8.1 - Partner shall pay the Subscription Fees to Framework as set out in the Order Form and in accordance with this Clause 8. Unless otherwise stated in the Order Form, the Subscription Fees for the Framework Services will be invoiced annually in advance to Partner at the beginning of any Subscription Period or any relevant Renewal Term. Partner shall pay the applicable invoice before the commencement of the Subscription Period or Renewal Term.

8.2 - Where Partner wishes to amend the number of Members under an Order Form, Partner shall submit a request in writing (email being sufficient) to Framework providing the name, email address, team, role and location of the Members to be added. Following receipt of this request, Framework shall respond as soon as reasonably practicable to request any clarifications, if, applicable, or to confirm the date the change to applicable Order Form becomes effective and any applicable changes to the Subscription Fees.

8.3 - Subscription Fees are defined in GBP (£) but may be paid in EUR, where this is the currency of the territory in which Partner is headquartered. In all other cases where EUR or GBP is not the applicable currency, Subscription Fees may be paid in USD. Accordingly, Partner recognises that the actual cost of the Subscription may be more or less than the cost anticipated at the date when the Subscription was requested, as a result of fluctuations in the rate of currency exchange. Partner acknowledges and agrees that Framework may charge Partner at the rate of currency exchange in operation on the date of the invoice for the Subscription Fees. In all cases the Subscription Fees are exclusive of applicable tax, duties, fees and levies imposed from time to time by any government or other authority, which will be payable by Partner in addition to the Subscription Fees and shall be added to the invoice(s) at the appropriate rate.

8.4 - Save as otherwise expressly provided in the Partner Agreement or required by law, all payments to be made by Partner to Framework under this Partner Agreement will be made in full and without any set-off, deduction or withholding, including, without limitation, on account of any counterclaim.

8.5 - Without prejudice to any other right or remedy Framework may have, if Partner fails to make any payment of Subscription Fees on the due date, Framework reserves the right to, on or after ten (10) calendar days after sending a written notice reminding Partner of its payment obligation (provided that Partner makes no payment or partial payment after receipt of such reminder), without breaching the Partner Agreement, fully or partially suspend Partner's and their applicable Members' access to the Framework Services and/or the performance of its obligations under the Partner Agreement, until payment of all overdue amounts is received in full.

8.6 - Without prejudice to any other right or remedy Framework may have, Framework may charge interest on any overdue Subscription Fees under the Partner Agreement after their due date calculated on the basis of eight percent eight (8%) a year above the base rate of the Bank of England, or such other maximum amount permitted by law from time to time, from the due date of payment and until payment is made in full.

8.7 - Partner acknowledges and agrees that, during the Subscription Period and any relevant Renewal Term, Framework may increase the Subscription Fees payable for Framework Services upon providing 30 days' notice (form of such notice at Framework's discretion) ("Fee Notice") to Partner before implementing such change. If Partner refuses the increase of the Subscription Fees, Partner shall have the right to terminate the Partner Agreement by giving notice in writing to Framework by no later than 15 days prior to the price increase taking effect.

8.8 - Except as expressly provided in the Partner Agreement, no refunds shall be made, including on termination of the Partner Agreement, unless terminated for Framework's material breach. If terminated for Framework's material breach, all Subscription Fees payable up to the point of termination shall become immediately payable, and any Subscription Fees paid in advance for the Framework Services at the date of termination shall be refunded.

9.1 - Framework collects and processes certain information from you including personal data (which has the meaning as set out in the Data Protection Laws), for the purposes of providing the Framework Services, as further set out in our Privacy Policy. You acknowledge and agree that your use of the Framework Services is subject to the Privacy Policy.

9.2 - You shall and Partner shall and shall procure that Members comply with the Data Protection Laws.

10.1 - Framework and you each undertake to maintain the confidentiality of the other's Confidential Information and to use no less adequate security measures with respect to the other party's Confidential Information than it uses in respect of its own. Neither Framework nor you shall at any time (including after the termination or expiration of the Partner Agreement) without the prior written approval of the other use disclose, exploit, reproduce or edit any of the other's Confidential Information, or permit any other party to do any of the foregoing, other than strictly to the extent as needed to exercise its rights and/or perform its obligations in connection with the Partner Agreement. Partner shall procure that Members comply with the provisions of this clause 10.

10.2 - Notwithstanding clause 10.1, Framework will be entitled to refer to the existence of the Partnership Agreement, and to use Partner's name and brand insignia for sales, marketing and other promotional purposes, in particular as a commercial reference in Framework's commercial documents, including on the Site, without obtaining Partner's prior written consent.

11.1 - During the period of 14 days from and including the Effective Date, Partner shall be entitled to terminate the Partner Agreement immediately on notice to Framework and shall be entitled to a full refund of the Subscription Fees applicable to the Subscription Period.

11.2 - Subject to 11.1, either Framework or Partner may for any reason terminate the Partner Agreement by giving the other at least 30 days written notice (email being sufficient) of its intention not to renew a Subscription prior to the expiration of the First Term or then-current Renewal Term as applicable, such notice not to expire until the end of the First Term or Renewal Term as applicable.

11.3 - Partner or Framework may terminate the Partner Agreement with immediate effect by giving written notice to the other party if the other party: (a) fails to cure any material breach of the Partner Agreement within fourteen (14) calendar days after receipt of written notice of such breach; (b) becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) fails to pay any amounts due under the Partner Agreement and remains in default not less than fourteen (14) days after being notified in writing to make such payment.

11.4 - Framework may terminate the Partner Agreement at any time without cause and without notice. In cases of immediate termination without cause by Framework, Framework will refund you the paid but unused portion of the Subscription Fees for the remainder of the Subscription Term or Renewal Term as the case may be.

11.5 - On termination of the Partner Agreement for any reason: (a) the applicable Subscription and all licenses granted under the Partner Agreement shall immediately terminate, and you and any applicable Members shall immediately cease all use of the Framework Services and use of any other Framework property including the Confidential Information and where requested by Framework (and to the extent permitted by Applicable Laws) return or destroy such Framework Confidential Information; (b) all Subscription Fees incurred prior to the termination date shall be paid by Partner in accordance with the payment terms in Clause 8, unless a refund under that clause applies; and (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Partner Agreement which existed at or before the date of termination shall not be affected or prejudiced.

11.6 - Provisions of the Partner Agreement which are either expressed to or by their nature, including provisions regarding the assignment or grant of rights to Framework, survive termination shall remain in full force and effect notwithstanding termination of the Partner Agreement.

12.1 - Nothing in the Partner Agreement limits or excludes: (a) your liability to pay the Subscription Fees; or (b) the liability of either you or Framework or either party's Affiliates, employees, principals or corporate officers for: (i) death or personal injury resulting from negligence; (ii) for its fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; or (iii) any other form of liability that may not be limited by law.

12.2 - You shall indemnify Framework against all liabilities, costs, expenses, and damages, and losses (included reasonable legal fees) suffered or incurred by Framework arising out of or in connection with any claims against Framework arising out of: (a) infringement of any third party Intellectual Property Rights relating to Account Content provided by you or your Members; (b) yours or your Members' breach of 7.3 or Applicable Laws

12.3 - Subject to 12.1, Framework shall have no liability to you, in each case whether direct, indirect, foreseeable or consequential, for any: (a) loss of profit; (b) loss of revenue, loss of production or loss of business; (c) loss of goodwill, loss of reputation or loss of opportunity; (d) loss of anticipated savings or loss of margin; (e) loss of bargain; (f) loss of use or value of any data or software; (g) wasted management, operational or other time; and (g) loss or damage or injury (as the case may) caused by the use of the Framework Services or by delays or interruptions of the Framework Services from whatever cause.

12.4 - Subject to 12.1 and 12.2, Framework's maximum aggregate liability arising out of or relating to the Partner Agreement (whether based in contract, tort (including negligence) or any other legal or equitable theory), will be limited to the Subscription Fees paid by you to Framework for the Framework Services giving rise to the claim during the first twelve (12) month period preceding the first event giving rise to the claim.

13.1 - Any notice or other communication given under or in connection with the Partner Agreement will be in writing, in the English language (or any other language expressly agreed between the parties), marked for the attention of the specified representative of the party to be given the notice and must be: (a) sent to that party's address by pre-paid mail delivery service providing guaranteed next Business Day delivery and proof of delivery; or (b) sent by e-mail to that party's e-mail address as set out in the Order Form.

13.2 - Any notice given in accordance with this Clause 13 will be deemed to have been served: (a) if given as set out in Clause 13.1(a) at 9.00am on the second Business Day after the date of posting; and (b) if given as set out in Clause 13.1(b) at the time of sending the e-mail.

14.1 - Framework shall have no liability to you under the Partner Agreement nor shall it be in breach of the Partner Agreement if it is prevented from or delayed in performing its obligations under the Partner Agreement or from carrying on its business due to a Force Majeure Event. In such circumstances, Framework shall be entitled to a reasonable extension of time for performance of its obligations and Partner shall continue to pay the Subscription Fees in respect of the Framework Services which Framework continues to supply notwithstanding the occurrence of a Force Majeure Event. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate the Partner Agreement by giving fifteen (15) calendar days' written notice to the affected party.

15.1 - In performing its obligations and exercising its rights under this Partner Agreement, each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

15.2 - If there is an inconsistency between any of the provisions of the Platform Terms and the Order Form, the provisions in the Order Form shall prevail.

15.3 - No variation of the Partner Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.4 - No failure or delay by a party to exercise any right or remedy provided under the Partner Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any right or remedy.

15.5 - If any provision or part-provision of the Partner Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Partner Agreement. If any provision or part-provision of the Partner Agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6 - The Partner Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and undertakings between them, whether written or oral, relating to its subject matter. Except for express provisions in the Partner Agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations, whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law.

15.7 - Each party agrees that in entering to the Partner Agreement, it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether a party to the Partner Agreement or not and, in each case, whether contractual or non-contractual) which is not expressly set out in the Partner Agreement.

15.8 - You shall not, without the prior written consent of Framework assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Partner Agreement. Framework may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Partner Agreement.

15.9 - Nothing in the Partner Agreement and no action taken by the parties in connection with it will create a partnership or joint venture or relationship of employer and employee between the parties, or save as expressly provided otherwise in the Partner Agreement, give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

15.10 - The Partner Agreement does not confer any rights on any person or party (other than the parties to the Partner Agreement and, where applicable, their successors and permits assignees) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.11 - This Partner Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes or claims) shall be governed and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Partner Agreement or its subject matter or formation (including any non-contractual disputes or claims). Notwithstanding the foregoing, Framework shall, in addition to any other remedies available, be entitled to seek injunctive or other appropriate equitable relief in any court of competent jurisdiction for any actual or threatened misuse of its Intellectual Property Rights or Confidential Information.

16.1 Definition of terms:

• Account means an account that a Member is authorised to set up on the Framework App to use the Framework Services.
• Account Content means any content uploaded, posted or embedded through the Framework Services by a Member, including but not limited to names, biographical information, account information, usernames, pseudonyms, text, graphics, logos, marks, images, photographs, code, videos, clips, GIFs, moving images, chat rooms, audio, links, data and any other form of media, as created from time to time and made available through the Framework Services.
• Administrator means a Member appointed by Partner as its representative in respect of managing the Partner's Subscription and the Members under that Partner's Subscription.
• Affiliates means with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party. For purposes of these Platform Terms, "control" means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
• Applicable Law means any (a) statute, statutory instrument, bye-law, order, directive, treaty, decree or law (including any common law, judgement, demand, order or decision of any court, regulator or tribunal); (b) any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (c) any legally binding industry code of conduct or guideline, which relates to the Partner Agreement, and the Framework Services.
• Business Day means a day that is not a Saturday, Sunday or public or bank holiday in London, United Kingdom.
• Confidential Information means any document marked "confidential", or any information which a recipient has been informed is confidential or which it ought to reasonably consider the other party to consider confidential, including but not limited to any information regarding the Framework Services, the business of Framework, and any other information which might have commercial, public interest, publicity, or other value to third parties.
• Data Protection Law means any applicable laws, rules, regulations, regulatory guidance, self-regulatory guidelines, industry standards, implementing legislation, or third-party terms relating to privacy, security, data protection, including, as applicable the: (i) UK Data Protection Act 2018 and the GDPR as it forms part of UK law by virtue of section 3 of the European (Withdrawal) Act 2018; and (ii) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; and (iii) EU e-Privacy Directive (Directive 2002/58/EC); in each case as may be amended, superseded or replaced from time to time.
• Effective Date means the earlier of (a) the date on which the Framework Services are first used; (b) the first date on which Members included under the Order Form are onboarded; or (c) the Effective Date in the Order Form.
• Events means live streamed events that are run by Framework but conducted outside of the Framework App and platform.
• Force Majeure Event means any event or occurrence not within a party's reasonable control, including without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, impositions of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electrical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.
• Framework App: means the mobile application though which Framework's on-demand business school learning platform known as Framework is made available.
• Framework Services means Framework's on-demand business school learning platform known as Framework, and includes the Framework App, website located at www.useframework.com, and any of the services, features, and functionalities linked to Framework.
• Intellectual Property Rights means (a) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (b) unregistered trademarks, copyright, topography rights, database rights, moral rights, know-how (meaning: formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions), rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (c) trade, business and company names, domain names and e-mail addresses; (d) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (e) the goodwill attaching to any of the aforementioned rights; and (f) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.
• Member means an employee of the Partner who has been authorised by Partner to use the Framework Services through a Subscription.
• Order Form means a document setting out the details of the Framework Services to be provided by Framework to a Partner, including the details of the Subscription and Members.
• Partner means the sole trader or the corporate entity or organisation identified in an Order Form
• Partner Agreement means the agreement consisting of the Platform Terms and where applicable an Order Form, and which governs the provision of the Subscription to a Partner.
• Subscription Period means the period of 12 months from and including the Effective Date.
• Subscription means the provision of the Framework Services on a subscription basis the details of which, including the Subscription Period and applicable Subscription Fees, are more particularly set out in an Order Form.
• Virus means any thing or device (including any software, code, file or programme) which may (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); and (c) adversely affect the user experience, including words, trojan horses, viruses and other similar things or devices.
• Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability and the term "Vulnerabilities" shall be construed accordingly.

16.2 - Unless the context otherwise requires: (a) references to the singular include the plural and vice versa and references to any gender include every gender; (b) references to a "person" include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality); (c) A reference to "in writing" or "written" includes email; (d) References to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; (d) Any words following the words "include", "includes", "including", "in particular" or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them; and (e) Any reference to time of day is to British time (GMT) and day is to a period of twenty-four (24) hours running from midnight to midnight.