Terms and Conditions

01Who we are and these terms

The Service is provided by Virtual Framer SAS, a société par actions simplifiée registered in France under SIREN 890 113 608, with its registered office at 30 avenue Maréchal Foch, 69006 Lyon, France. In these terms we call ourselves "Virtual Framer", "we", "us" or "our".

"You" means the business or individual that registers for an account, together with anyone you allow to use the Service through that account. These terms form a binding agreement between you and us.

If you accept these terms on behalf of a company or other organization, you confirm that you have the authority to bind that organization, and "you" refers to that organization.

02Definitions

A few words have specific meanings in these terms.

03Eligibility and your account

The Service is built for the picture framing trade. To subscribe, you must offer picture framing services to your customers. You can subscribe whether you operate as a business or as an individual, and you do not need to have a registered business, but you must offer your framing services in a professional or trade capacity and not for personal or household purposes.

Subscribers access wholesale pricing through the Service. For that reason it is available only to those who provide picture framing, and not to businesses or individuals who do not, such as galleries, interior designers or artists that do not also offer a framing service.

You must be able to enter into a binding contract. Because you subscribe in connection with your framing trade, you act in a professional or trade capacity rather than as a consumer, and the Service is not intended for personal or household use.

By subscribing, you confirm that you are subscribing for your picture framing business or trade, that you use the Service to offer professional framing services, and not as a consumer for personal or household purposes. You must be at least 18 years old and have the legal capacity to enter into this agreement. You also confirm that you meet the eligibility requirements above, and you agree to tell us if you stop meeting them. We may ask you for reasonable evidence that you offer picture framing services, and we may refuse, suspend or end access where you are not eligible or no longer eligible, as set out in clause 23.

You are responsible for the information you provide when registering and for keeping it accurate. You are responsible for all activity under your account and for the actions of your Authorized Users. You are also responsible for who you grant Guest Accounts to and for managing that access, as set out in clause 9.

Keep your login credentials secure. Tell us promptly if you believe your account has been accessed without your permission. You may not share access with anyone outside your business, or allow more Authorized Users than your Subscription permits. This does not restrict Guest Accounts, which you may create for your clients as described in these terms, and which are not capped.

04The Service and your license

While your Subscription is active and you comply with these terms, we grant you a non exclusive, non transferable right to access and use the Service for your own framing business and the purposes the Service is designed for.

Each Subscription covers a single business location, that is one shop or place of business. If you operate from more than one location, you need a separate Subscription for each location.

Each Subscription for a location includes up to five Authorized Users, and we do not charge per user. If a single location needs more than five, we can add further Authorized Users at no charge on request. Guest Accounts are separate and are not counted toward this, as set out in clause 2.

The Service is provided as software that we host and operate. We may improve, update, add to or change features over time so that the Service keeps developing. We will not make changes that materially reduce the core functionality you pay for without letting you know in advance where it is reasonable to do so.

You may not copy, resell, sublicense, rent or make the Service available to third parties as a service of your own, except for the embedding, sharing and guest account features the Service expressly provides.

05Fees, billing and taxes

The fees for your Subscription are the prices shown when you subscribe or in a written order agreed with us. Unless stated otherwise, fees are billed in advance for each billing period.

Each Subscription covers one business location, as set out in clause 4. If you operate from more than one location, each location is a separate Subscription with its own fee. A Subscription includes up to five Authorized Users for that location, and we do not charge per user. If a single location needs more than five, we can add further Authorized Users at no charge on request.

Payments are processed by our payment provider, Stripe. By subscribing, you authorize us, through Stripe, to charge your chosen payment method for the fees due, including on each renewal, until you cancel.

You are responsible for keeping a valid payment method on file. If a payment fails, we may retry it and may suspend access until the amount due is paid. If it remains unpaid, we may cancel your account after contacting you. Because cancellation deletes your data, as described in clause 10, you should export anything you want to keep before that happens.

The price shown for the Service is the full amount you pay, unless you are based in France. If you are based in France, we add French VAT (TVA) at the applicable rate, currently 20%, on top of that price.

06Annual plans and free months

We do not offer free trials. The Service is provided on a paid basis. From time to time we may offer a promotional benefit instead, where if you pay in advance for a full year, you receive a number of additional months at no charge.

Any such offer, including the number of free months, is agreed with you before you subscribe and forms part of your Subscription. The free months are added to your subscription period.

A promotional offer applies only to the prepaid year for which it was agreed. At the end of that period, your Subscription continues on a monthly basis at our standard monthly fee, as set out in clause 7, without the promotional free months, unless we agree otherwise. We may change or withdraw a promotional offer at any time for future subscribers, and doing so does not affect an offer already agreed with you.

07Renewal, cancellation and refunds

Unless you cancel before the current period ends, your Subscription renews automatically so that your access continues. A monthly Subscription renews each month, and a yearly Subscription renews each year, in each case at the applicable fee. There is one exception. Where you paid for a year in advance under a promotional offer that included free months, your Subscription does not renew as another year. At the end of that period it continues automatically on a monthly basis at our standard monthly fee, renewing each month, unless you cancel.

You can cancel at any time from your account or by contacting us. Cancellation takes effect at the end of your current billing period. You keep access until then, and you will not be charged for the period that follows.

Except where the law requires otherwise, fees already paid are not refundable, and canceling partway through a billing period does not entitle you to a refund for the remainder of that period. Not using the Service, or using it less than you expected, does not entitle you to a refund or an extension of your Subscription.

These refund rules are written for business customers. Where the law gives you rights that cannot be given up, this clause does not remove them.

08Changes to fees

We may change our fees. If we change the fees that apply to your Subscription, we will give you reasonable advance notice before the change takes effect, and the new fees will apply from your next renewal.

Where we have agreed that your fees will stay fixed for a set period, for example as part of a special deal, we will honour that. Any fee change will take effect only after that period ends.

If you do not agree to a fee change, you may cancel before it takes effect. Continuing to use the Service after the change takes effect means you accept the new fees.

09Acceptable use

You agree to use the Service lawfully and only for legitimate framing business purposes. You agree not to:

• break any law or infringe anyone's rights, including intellectual property and privacy rights, when using the Service or uploading content;
• upload content that is unlawful, infringing, harmful or that you do not have the right to use;
• attempt to gain unauthorized access to the Service, other accounts or our systems;
• interfere with, disrupt, overload or probe the Service or its security;
• copy, scrape, reverse engineer or extract the Service or its underlying software, except to the extent the law expressly allows;
• use the Service to build or train a competing product, or to send unlawful or unsolicited messages.

You are responsible for Your Content and for the conduct of your Authorized Users.

You may use the framed images you generate in the Service on your own website and in your communications. Where you do, you are responsible for making sure you have the right to use the artwork shown inside those images. We do not expect you to verify the rights in artwork your End Customers bring to you for framing, but you must not knowingly use the Service for material that is clearly unlawful.

The permission above covers the finished framed images you generate. It does not allow you, or anyone acting through you, to extract, copy or reuse the underlying components we create that construct a frame around artwork images. Using those to build, train or offer any framing visualization or competing service is prohibited, as set out in clause 15.

You must not give, share or otherwise enable access to the Service to any competitor of ours, or to anyone seeking to copy, benchmark, reproduce or compete with the Service. If you give access to the Service to anyone other than as permitted by these terms, you are responsible for what they do with it as if it were your own use, and you bear the consequences of any misuse by them, including any legal liability that results.

You are responsible for your own use of the Service and for the conduct of your Authorized Users, who are your staff.

If you use the Service in breach of this clause, we may suspend or end your access, as set out in clause 23, without refund of any fees you have paid. We may also take legal action where the breach causes us harm or infringes our rights.

10Your content and your data

So that the Service can work for you, you grant us a limited license to host, store, process, back up and display Your Content, and to share it with the people and End Customers you choose to share it with. This license exists only to operate and support the Service and ends when your data is deleted or exported, except for backups kept for a limited time and anything we must retain by law.

You are responsible for keeping your own records as your business requires. We maintain backups as part of operating the Service, but you should not rely on them as your only copy of important records.

11Embedded and white label components

The Service includes components that you can embed in, or display on, your own website and other digital properties, so that your End Customers can use them. Where you do this, the following applies.

You are responsible for your website and digital properties, for the way you present an embedded component, and for your relationship with your End Customers, including any notices, terms and privacy information they need.

You must not present an embedded component in a way that is misleading or that suggests we are responsible for your business. The component remains part of the Service and these terms continue to apply to it.

An embedded component depends on the Service being available. If your Subscription ends, embedded components will stop working.

12Public listings and discovery

The Service may include, now or in the future, directories, listings, knowledge resources or discovery features that display information about your business, such as your name, location, capabilities, the suppliers and brands you work with, and your profile, to other users or to the public. The purpose of these features is to promote your business and help potential customers find you, not to benefit us.

Where a feature like this is available, we will make clear how it works and how to opt out. Some of these features may be switched on by default, and you can opt out at any time. You are responsible for the accuracy of the information shown about you, and you grant us the right to display and distribute that information for the purpose of operating the feature.

You can ask us to remove your public listing at any time. We may also decline to list, or remove, information that is inaccurate, unlawful or contrary to these terms.

13Referrals and introductions

The Service includes features that introduce, refer or connect you with potential customers or other business opportunities, and we may add more over time.

Where a feature like this is available, taking part may be optional, and we will make the conditions clear. We do not guarantee any particular number of introductions, leads, inquiries or sales, and any introduction is an opportunity, not a commitment of business.

You are responsible for how you respond to and serve any End Customer who reaches you through such a feature, including your own pricing, quality and obligations to them.

14AI assisted features

The Service includes features that use artificial intelligence to generate outputs, and we may add further such features over time.

These outputs are provided to assist you and your customers. They may be inaccurate, incomplete or unsuitable for a particular purpose. We aim to design our AI features so that their outputs can always be reviewed and corrected by you or your customer before they are relied on, and you remain responsible for doing so.

You must not use AI assisted features to produce unlawful or infringing content. We do not warrant that any output is original, accurate or fit for a particular purpose.

15Our intellectual property

The Service, including its software, design, content, branding and underlying technology, belongs to us or our licensors and is protected by intellectual property laws. Nothing in these terms transfers any of those rights to you, other than the limited right to use the Service described above.

Our visualization tools show images of mouldings, frames and other framing materials. Where our team has created, edited or processed these images, our work in producing them is our intellectual property and forms part of the Service, even though the underlying moulding, product or original image may belong to a manufacturer or other third party. You may not copy, extract, reuse or redistribute these images outside the Service.

The tags, descriptions, classifications and other content we generate to describe frames, mouldings and materials are our intellectual property and part of the Service, including the way we organize and label them. You may not copy, extract, reuse or redistribute this content outside the Service.

The Virtual Framer name, logo and other brand features are ours. You may not use them without our prior written permission.

Any unauthorized use of our intellectual property is a breach of these terms. It may lead to suspension or termination of your access, as set out in clause 23, and to legal action to protect our rights.

We welcome your ideas, wish lists and feedback about the Service, and you are free to share them with us at any time. We cannot promise to act on or implement every suggestion. Where we do use an idea, or create something along similar lines, this gives you no ownership or stake in the Service or in any change we make, and is not treated as a contribution to its development.

16Privacy and data protection

We handle personal data in accordance with applicable data protection law, including the General Data Protection Regulation (GDPR), the European Union data protection law. Our Privacy Policy explains what personal data we collect and how we use it.

Where we process personal data contained in Your Content on your behalf, we act as a processor and you act as the controller. We process that data only to provide and support the Service and on your instructions, as set out in our data processing terms.

You are responsible for having a lawful basis to upload personal data about your End Customers and for giving them any privacy information they are entitled to.

We apply the standards of the GDPR to every customer, wherever they are, and we also respect the additional privacy rights available to you under the data protection laws that apply to you, such as the California Consumer Privacy Act (CCPA) for California residents. Our Privacy Policy has the details.

17Third party services

The Service relies on third party providers to operate, such as hosting and payment processing, and may connect to other third party tools you choose to use. These providers act under their own terms and, where they handle data for us, under appropriate confidentiality and data protection obligations.

We are not responsible for third party services that you choose to connect to the Service. Your use of them is governed by their own terms.

18Availability and support

We work to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted or error free. Access may be affected by maintenance, updates or events outside our control.

We may carry out planned maintenance and will try to schedule it to limit disruption. We may also need to perform urgent maintenance at short notice.

We provide support for the Service as described in your plan or on our website. Support is provided in good faith and on a reasonable efforts basis.

19Confidentiality

Each of us may receive information from the other that is confidential. Each of us agrees to keep the other's confidential information protected, to use it only in connection with these terms, and not to disclose it except to people who need it and who are bound by similar obligations.

This does not apply to information that is or becomes public through no fault of the receiving party, that was already known without a duty of confidence, or that must be disclosed by law.

20Warranties and disclaimers

We provide the Service with reasonable care and skill. Beyond that, and to the fullest extent permitted by law, the Service is provided on an "as is" and "as available" basis, and we exclude all other warranties, whether express or implied, including any implied warranties of fitness for a particular purpose, satisfactory quality and non infringement.

We do not warrant that the Service will meet every requirement you may have, or that its outputs, including AI assisted outputs, will be accurate or suitable for a particular purpose.

This clause does not exclude or limit anything that cannot be excluded or limited under the law that applies to you.

21Limitation of liability

Nothing in these terms limits liability that cannot be limited by law, including liability for fraud, for death or personal injury caused by negligence, or for any other liability that the law does not allow us to exclude.

You are responsible for the prices, quotes and figures you give to your own customers, and for the commercial decisions you make using the Service. The Service helps you calculate prices, costs, sizes and similar figures, but you must keep a critical eye on the numbers it produces and check them before you rely on them. We are not responsible if you sell a product or service at the wrong price, or on the wrong terms, even where the figure came from an error in the Service.

Our visualizations and previews are a guide to how framing may look. They are an approximation, not an exact representation, and colors, proportions and materials can differ from the finished result. You are responsible for confirming materials, sizes and appearance before you order, produce or commit to anything. We are not responsible for loss of business, wasted materials or other loss arising from a difference between a visualization and the finished work.

We are not responsible for loss of business, lost sales, lost profits or similar loss caused by any interruption, downtime or unavailability of the Service.

Subject to that, we are not liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data to the extent it results from your failure to keep your own records.

Subject to the first paragraph of this clause, our total liability to you arising out of or in connection with these terms and the Service, in any twelve month period, is limited to the total fees you paid us for the Service in the twelve months before the event giving rise to the claim, and in any event will not exceed 5,000 US dollars.

22Indemnity

You agree to cover us against reasonable losses, damages and costs we suffer as a result of a third party claim that arises from Your Content, from your use of the Service in breach of these terms, or from your dealings with your End Customers, except to the extent the claim results from our own breach or negligence.

23Suspension and termination

You may stop using the Service and cancel your Subscription as described above. These terms continue to apply while you have an account or use the Service.

We may suspend or limit your access if you breach these terms, if you are not or are no longer eligible to use the Service, if your payment fails, or if we reasonably believe your use poses a risk to the Service, to other users or to anyone's rights. Where it is reasonable to do so, we will give you notice and an opportunity to put things right.

Either of us may end this agreement if the other commits a serious breach and does not fix it within a reasonable time after being asked. We may also end this agreement on reasonable notice if we stop offering the Service.

When this agreement ends, your right to use the Service stops. If you ask us before your account is canceled, we will help you export Your Content as described in clause 10. Once your account is canceled we delete Your Content, subject to backups that age out over a limited time and any records we must keep by law. Clauses that by their nature should survive termination, including those on your data, intellectual property, liability and governing law, will continue to apply.

24Changes to these terms

We may update these terms from time to time, for example to reflect changes to the Service or to legal requirements. If we make a material change, we will give you reasonable notice, for example by email or through the Service, before it takes effect.

If you continue to use the Service after a change takes effect, you accept the updated terms. If you do not agree to a material change, you may cancel before it takes effect.

25Governing law and jurisdiction

These terms and any dispute arising out of or in connection with them are governed by French law.

You and we agree that the courts of Lyon, France, have exclusive jurisdiction to settle any dispute, except where the law that applies to you requires otherwise.

Before starting court proceedings, each of us agrees to first try in good faith to resolve any dispute by discussion. The party raising the dispute will notify the other in writing, and both will attempt to resolve it within 30 days before going to court. This does not prevent either of us from seeking urgent court relief where necessary, for example to protect confidential information or intellectual property.

Any claim arising out of or relating to these terms or the Service must be started within one year after the cause of action arises. If it is not, it is permanently barred, except where the law that applies to you does not allow such a limit.

To the extent permitted by the law that applies to you, any dispute will be resolved on an individual basis only. You and we each waive any right to bring or take part in a class action, collective action, or any other representative proceeding, and each waive any right to a jury trial. Nothing here prevents either of us from bringing an individual claim.

26General

27How to contact us

If you have any questions about these terms or the Service, please contact us at info@virtualframer.com, or by post at Virtual Framer SAS, 30 avenue Maréchal Foch, Bureau 3, 69006 Lyon, France.