1. Acceptance of Terms

1. This website, application, platform and any service offered under the name “Wireframy” (“Platform”) is operated and owned by Raw Studio Co Pty Ltd (ACN 634 874 187) and its related entities or body corporates (“us”, “we” and “our”).
2. Your use of the Platform is strictly subject to these terms of use and any other policy displayed on the Platform (together the “Terms”). Every time you use this Platform, you indicate that you have read, understood, and accepted to be bound by these Terms. If you do not agree to be bound by these Terms, you must not use the Platform.
3. We may amend or modify the Platform and/or the Terms at our sole discretion and at any time.  Any amendments are effective 14 days after publication on the Platform. Your continued use of the Platform following such modifications will be deemed as acceptance of these modifications.
4. These Terms will prevail over any other terms or agreement between you and us.

2. Access

1. Access to and use of this Platform is subject to you being:

1. at least 18 years old and having the legal capacity to enter into a binding contract; and

2. if representing an entity, then disclosing all information to us as necessary and indicated on the Platform.

2. Accordingly, by accessing or using the Platform in any way, you warrant the above to us. If the above conditions are not satisfied, please cease using the Platform immediately.

3. Definitions

1. Unless the context expressly provides otherwise, in these Terms:

Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.

Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Components means the pre-designed/developed HTML source code snippets made available to a registered User on the Platform.

Copyright Act means the Copyright Act 1968.

End Product means design files (usually in the form of a JSON file) for a website, application or similar software which is created by a registered User using the Platform.

End User means user of an End Product.

Fee means the fee payable by you for using the Platform as per the subscription plan opted by you.

GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

Licence means your licence to use the Platform to create End Products, as set out in clause 7 and these Terms.

Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Platform means this website, app, platform and any service offered under the name “Wireframy”.

Privacy Policy means our Privacy Policy available here.

State means New South Wales, Australia.

Terms means these terms of use which include the Privacy Policy.

Uploaded Content means any content whatsoever which you upload to the Platform, including but not limited to, any text, graphics, photos, designs, trademarks, artwork, descriptions, reviews, usage data, feedback, comments, chats and media.

User means any person using or registering on the Platform whatsoever.

Visual Builder means the digital product made available to the registered Users on the Platform that may be used by them along with Components to create End Product(s).  

Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.

“We”, “us” and “our” means Raw Studio Co Pty Ltd (ACN 634 874 187) and its related entities or body corporates.

“You and your” means any person who uses or accesses the Platform, including any User.

4. Registration

2. While you may browse some parts of the Platform without creating an account, you will be required to register an account and pay the Fee in order to be granted a Licence to access the utility features of the Platform.

3. When you register and activate your account, you will provide us with personal information such as name, email address, the name of the legal entity you are representing and other details. You must ensure that this information is accurate and current. We will collect all personal information in accordance with our Privacy Policy.

4. You will create a username and password. You are responsible for keeping the username and password secure and are responsible for all use and activity carried out under this username. You must not share its account credentials with any third party. We do not authorise anyone to use the Platform on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
5. On registration, we may also ask for any other information which we may deem reasonably necessary to enable you to enjoy the benefits of the Platform. We may require you to provide evidence and documents confirming certain information.

6. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform.
7. You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended, and legal action may be taken against you.
8. You agree not to create an account or use the Platform if you have been previously removed or suspended by us from the use of the Platform.

5. Uploaded Content

1. Where the Platform allows you to upload any Uploaded Content, you:

1. represent and warrant to us that you have all right, title, interest and authority in the Uploaded Content;

2. represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms;

3. represent and warrant to us that the use or exploitation of Uploaded Content will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights); and

4. agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Platform;
5. must not upload any Uploaded Content that;

1. that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
2. that would bring us or the Platform into disrepute;
3. that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate;
4. that contains unsolicited or unauthorised advertising (including junk mail or spam); or
5. that contains computer or software viruses, files or programs that are designed to interfere with the ordinary functionality of the Platform, or obtain unauthorised access to any system, information, security device belonging to us or any third party;

6. agree that it is your responsibility to back up any of Uploaded Content to your own systems. We do not guarantee that the Platform will always be available at all times;

7. agree that we can store Uploaded Content in our servers; and

8. to the maximum extent permitted by law, release us and indemnify us from any claim or loss in relation to Uploaded Content being stored in our servers.

2. This clause 5 will survive termination of these Terms.

6. Your conduct

1. In using the Platform, you must:

1. Act politely and courteously when dealing with us and our customer support;
2. strictly comply with any policy displayed on the website;
3. obey all laws whatsoever which may apply in respect of your use of the Platform;
4. not take any action that is likely to impose upon the website or us (or our third-party suppliers) a disproportionately large load;
5. not conduct vulnerability tests or scans on the Platform or attempt to make unauthorised modifications to the Platform;  
6. not interfere with the proper working of the Platform or any activities conducted via the Platform, including by using any automated or manual software or process to "crawl", "spider" or engage in similar conduct in relation to the Platform;
7. not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
8. except to the extent the Copyright Act allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the Platform.

7. Licence

1. After you register on the Platform and pay the applicable Fee, we grant you a non-exclusive and revocable licence to use the Platform to select from our range of Components and use the Visual Builder to create designs and styles which may then be exported by you out of the Platform to create End Products for your End Users. The Components and the features of the Visual Builder made available by the Licence may vary depending upon the subscription package opted by you.
2. Permitted Activities: the Licence allows you to:

1. use the Components along with the Visual Builder to create such number of End Products as permitted under your subscription package];
2. sell the End Products created by you to an End User for consideration or putting the End Product to your personal use; and
3. modify the Components to create derivative components using the Visual Builder. Such derivative material will also be subject to these Terms.

3. Restricted Activities: the Licence prohibits you from doing any of the following:

1. sell, transfer, sublicense, lease or rent your Licence or account details with or to any third party or allow any person to access the Platform on your behalf (other than your officers and employees where you are a legal entity). The Platform must be strictly used only by you;
2. use the Platform to create End Products that allows the End Users to build their own end products using the Components or derivatives of the Components;
3. use the Platform for creating any competing platform that allows its users to build their own end products, including without limitation any websites, software or applications;
4. re-distribute the Components or derivatives of the Components separately from an End Product;
5. alter, edit or adapt or create derivative works the Platform or the Visual Builder;
6. decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Platform or Visual Builder;
7. publish any information or blogs about the Components, Visual Builder and/or other features made available on the Platform without our prior written consent;
8. create templates or themes using the Platform which may be used by the End Users for a charge or for free.

8. Fee

1. Your Licence is conditional on you paying us the Fee. The Fee will depend on the subscription package chosen by you on the Platform.
2. We may change the subscription packages for the Platform and the associated Fee from time to time and the same will apply subsequently from the date they are notified on the Platform. To the extent permitted by law, any Fee paid to us is non-refundable and we do not provide refunds or credits should you cancel your account. We may decide, in our sole discretion and on a case by case basis, to refund some or all the Fee if we decide that Platform or End Product was faulty due to our fault. We are also not liable to offer you a better price or grant any other benefit or offer that may have been made applicable from a later date if you have already subscribed for a package.  
3. Unless otherwise stated, the Fee is exclusive of GST and is payable in United States Dollars. All Fee must be paid without set-off or deduction.
4. Payment for the Fee will be processed through the Platform through our selected payment provider, which we may amend from time to time. You authorise us to charge the payment method associated with your account for payment of the Fee. We will issue an invoice to you.
5. You agree to keep any card used for payment current until the payment of the Fee is complete and quickly resolve any issues that may arise while we process your payment. You agree not to use any expired cards, cancel any card while a payment is outstanding (without nominating a current replacement card) or commence any payment reversals or chargebacks in relation to the Fee.
6. You are responsible for any fee, cost or other charges applicable on the payment of the Fee by your banking institution or any payment processor. You must abide by the terms and conditions of the payment processor associated with your account.
7. You remain responsible for any uncollected Fee. If payment is not successfully settled, because the payment method is declined, due to expiration, insufficient funds, or otherwise and you do not cancel your account, we may suspend your access to the subscription features of the Platform until we have successfully charged a valid payment method.

9. Third party sites

1. The Platform may contain links to websites that are owned and operated by third parties over whom we have no control. These external websites are governed by independent terms and conditions and privacy policies which you must review prior to using such websites.
2. You acknowledge and agree that when you access a third-party website available via a link contained on this website:

1. you do so at your own risk and that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of such third-party website; and
2. we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website.

10. Intellectual Property

1. All Intellectual Property Rights in the Platform, Components, Visual Builder and other features made available on the Platform are and will remain our property. You must not dispute that ownership. You are only granted Licence under the terms of clause 7 and these Terms.
2. You will own title to, and all Intellectual Property Rights in, the End Product and the Uploaded Content (as between the parties). To the extent necessary in relation to operating the Platform and making the features available on the Platform, you hereby grant us, a non-exclusive, royalty-free, transferable and world-wide licence to the End Product and the Uploaded Content.  
3. You acknowledge that we will suffer real and substantial damage as a result of a breach of this clause 10 and may seek injunctive relief for any actual or perceived breach and damages alone are not an adequate remedy.
4. Nothing in these Terms will operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.
5. This clause 10 will survive termination of these Terms.

11. Term and Termination

1. Your Licence will commence on the day you pay the Fee and continue for the relevant billing cycle set out in the subscription package you chose. If there is no billing cycle, the Licence will continue indefinitely until terminated by us or you.
2. You may terminate the Licence at any time by using the cancellation function on the Platform. The termination will take place at the end of the relevant billing cycle. If there is no billing cycle, the Licence will terminate immediately.
3. You acknowledge and agree that we may terminate the Licence and access to your account immediately by notice to you in writing if you are deemed to be in breach of these Terms or associated policies in any way.
4. Upon the termination of the Licence, you must immediately stop using the Platform to create End Products. However, you agree that the rest of the provisions of these Terms of Use will continue to have effect, including without limitation clauses 5, 9, 10, 11, 12, 13, 14 and 15.
5. Except to the extent that these Terms expressly provide otherwise, the termination of the Licence will not affect the accrued rights of either party.

12. Disclaimer and limitation of liability

1. To the maximum extent permitted by law, we exclude all liability and all Warranties of any kind, whether express or implied, statutory or otherwise relating to the Platform, the quality or suitability of the digital products made available on the Platform, the results and End Products that may be obtained using the Platform and the digital products, or any third party content or any software or hardware obtained from third parties.
2. Your use of the Platform, the Components, the Visual Builder and the End Products is solely at your own risk. We disclaim all liability for any loss or claims suffered by you, including without limitation for any bugs, errors or malfunction.
3. To the maximum extent permitted by law, our liability and the liability of our employees or agents for a breach of any Warranty or liability which by law cannot be excluded, restricted or modified, or under any express Warranty, is limited, at our option, to:

1. the supplying of the related services again; or
2. the payment of the cost of having the services supplied again.

4. Our liability arising in connection with the use by you of the Platform is limited as follows:

1. we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;

2. our total maximum liability arising in connection with these Terms is capped to the total amount of any Fees paid to us by you in the 12 months preceding the event;

3. our liability is excluded to the extent that you contributed to the liability;

4. we exclude all liability for anything you have been aware of for longer than three months and you have not commenced a claim in a court of competent jurisdiction; and

5. our liability is subject to your duty to mitigate your loss.

5. The Platform has been made available to you on an “as is” and on an “as available” basis without any Warranties arising out of any course of dealing or usage of trade. We disclaim all Warranties that the Platform will be error-free, available continuously, uninterruptedly or be free of harmful components, or that the Platform and any Uploaded Content will be secure or not otherwise lost or altered. All updates of the Platform will be done at our sole discretion and without any Warranty as to the suitability of the update to your needs. You acknowledge that we may suspend the access to the Platform temporarily if we have reason to do so (including but not limited to maintenance or upgrades).

13. Release and Indemnity

6. To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

7. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.

8. In this clause:

1. Claim means claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
2. Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
3. Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.

4. Relevant Matter means anything in connection with:

6. any damage to person, property, personal injury or death;

7. your breach of these Terms;
8. any matter for which we have purported to disclaim liability for under these Terms;

9. your misuse or abuse of the Platform; and

10. your breach or failure to observe any applicable law.

14. Force Majeure

1. We are not liable for any failure to comply with these Terms or make one or more features of the Platform available to you, if the failure (directly or indirectly) arises out of the circumstances which are not within our reasonable control. If such circumstances occur, we may suspend the availability of the Platform or any part of the Platform, without any cost to us.

15. General

1. All notices must be in writing and must be made by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day.
2. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms. We may assign our rights under these Terms at our sole discretion.
3. No breach of any provision of these Terms will be waived except with the express written consent of the party not in breach.
4. Any provision of these Terms which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these Terms enforceable, unless this would materially change the intended effect of the Terms.
5. These Terms are made for the benefit of the parties, and are not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms are not subject to the consent of any third party.
6. These Terms will constitute the entire agreement between the parties in relation to the subject matter of these Terms, and will supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7. These Terms will be governed by and construed in accordance with the law of the State and Australia. The courts of the State and Australia will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms.

‍