Froala Design Framework License Agreement


Last modified date: November 16, 2015


This agreement (hereinafter referred to as "Agreement") is made between Froala Labs SRL (hereinafter referred to as "Froala", "we", "us" or "our") and Licensee (hereinafter referred to as "Licensee", "you" or "your"). By purchasing a Froala Design Framework License, you agree to be bound by the terms and conditions of this license. Froala reserves the right to alter this agreement at any time, for any reason and without notice.

WHEREAS, Froala is the owner of software product developed by Froala Labs

WHEREAS, Licensee is a company, person or organization that wishes to utilize this software product bundled or integrated with their own software products.

NOW THEREFORE, in consideration of the mutual covenants herein, Froala and Licensee hereby agree to be legally bound as follows:


1 Definitions

Agreement shall mean the standard terms and conditions in this document;

Affiliates shall mean any party company that is involved in the process of making the Licensee's product available to end users;

Bug shall mean a behavior in the Software's functionality that we do not consider intended;

Confidential Information shall mean any and all written, verbal or demonstrated information provided by a Disclosing Party in connection with this Agreement;

Confidential information includes, without limitation, information relating to inventions, trade secrets, know-how, methods, processes, creations, conceptions, technologies, algorithms, other intellectual property, products, improvements, product formulae, services, finances, business plans, marketing plans, legal affairs, supplier lists, customers, customer lists and related data, potential customers, business prospects, business opportunities and the like, which relate in any manner to a Party's actual or anticipated business, its affiliates, subsidiaries, or divisions, or to it's actual or anticipated areas of research and development;

Disclosing Party shall mean a Party that discloses information to a Receiving Party;

Froala shall mean Froala Labs SRL, a Romanian company with VAT number RO 33504454;

Froala's Website shall mean https://www.froala.com/;

License shall mean the license granted by Froala according to this Agreement;

Licensee shall mean the company, person or organization holding a license and contracting party to this Agreement;

License Fee shall mean the fee payable to Froala for utilization of the Software in accordance with the License;

Party shall mean Licensee or Froala individually;

Parties shall mean Licensee and Froala jointly;

Receiving Party shall mean a Party that receives information from a Disclosing Party;

Open Source shall mean computer software with its source code made available and licensed with a license in which the copyright holder provides the rights to study, change and distribute the software to anyone and for any purpose;

Software shall mean the Froala Design Framework marketed by Froala on https://www.froala.com/design-framework;

Third Party or Third Parties shall mean any other party than the Parties;

Website shall mean traditional website, web application and mobile application that serves and is operated by one single entity or Licensee.

Working Days shall mean any day on which legal business can be conducted, other than Saturday, Sunday or legal holiday;


The Software is the property of Froala and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.


3 Grant of License

  1. The Software is licensed, not sold, only in accordance with these terms.
  2. Subject to this Agreement, Licensee is granted a perpetual, non-exclusive and non-transferable License to utilize the Software.
  3. Licensee and its Affiliates may produce copies of the Software necessary for lawful backup and archival purposes. Any copy of the Software made by Licensee or its affiliates in accordance with the License shall contain all the proprietary notices contained in the original copy.
  4. Licensee and its affiliates may not transfer, rent, lease, lend, sell, copy, redistribute or sublicense the Software to Third Parties. Any attempt to do so is a considered a substantial breach of this Agreement. Any works developed or derived from the Software, to Third Parties as a consultant job or as a SaaS, Intranet or Web Applications are allowed.
  5. Redistribution of the Software to Third Parties through software products or Open Source projects is not allowed.
  6. Licensee may download the source code from Froala Design Framework's Website, make own edits and keep its own private repositories with the modified source code.
  7. Licensee undertakes not to declare or give the impression that the Software in any way endorses Licensee's own work, and not to use any titles, trademarks, labels, or logos found in the Software in Licensee's own titles, products names, service names, or domain names.
  8. Froala reserves all rights not expressly granted to Licensee in this Agreement. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that: (i) except as specifically set forth in this Agreement, Froala retains all rights, title and interest in and to the Software and Licensee does not acquire any right, title, or interest to the Software except as set forth herein; (ii) any configuration or deployment of the Software shall not affect or diminish Froala's rights, title, and interest in and to the Software. Nothing in this Agreement shall limit in any way Froala's right to develop, use, license, create derivative works of, or otherwise exploit the Software, or to permit Third Parties to do so.

4 Restrictions

During the term of this Agreement and after termination, you must not:

  1. sell the Software as is;
  2. sell parts of the Software;
  3. sell templates or themes created with the Software;
  4. use the Software to create a website builder;
  5. remove the Froala copyright notice from the source code of the Software;
  6. use the Software in any way that would compete with the Software;
  7. redistribute the Software within your software products.

5 Marketing

Licensee may use Licensee's own descriptions of the functionality provided by the Software for the purposes of marketing Licensee Product(s) insofar the descriptions are not misleading.

Licensee shall not do anything that might misrepresent the ownership of the Software.


6 License Types

Licensee may opt between the following types of licenses:

6.1 Basic License

A Basic License allows Licensee to use the Software freely within the frames of one Website. It includes 3 months of Technical Support starting with the purchase date. It does not include the LESS stylesheet files.

6.2 Advanced License

An Advanced License allows Licensee to use the Software freely within the frames of three Websites. It includes 6 months of Technical Support starting with the purchase date and the LESS stylesheet files.

6.3 Professional License

A Professional License allows Licensee to use the Software freely on unlimited Websites. It includes 1 year of Premium Support starting with the purchase date and the LESS stylesheet files.


7 License Fee

The License Fee is one time payment and it is non-refundable. The License Fee shall be calculated based on Froala's then current price list. The fees listed on the Froala's Website do not include taxes. If Froala is required to pay any sales, use, property, excise, value added, gross receipts, withholding or other taxes levied on the Software under this Agreement or on Licensee's use thereof, then such taxes shall be billed to and paid by Licensee. This Section does not apply to taxes based on Froala’s net income, franchise taxes or Froala’s employer contributions and taxes.

Therefore, you understand that for customers within EU, additional VAT charges may apply during the checkout process to the listed price. You must pay any applicable taxes, and any applicable third-party fees (including, for example data plan charges, credit card fees or foreign exchange fees). We are not responsible for these fees.

You understand that Froala is using third-party payment processors and until payments are not verified by the payment processor, BraintreePayments, and received by Us, this License Agreement is not valid.

Licensee may opt to upgrade the license he owns by paying the difference between the License Fee already paid by Licensee and the License Fee for the new License Type. If the License Fee for the License Type owned by Licensee has changed, the upgrade will be calculated using the License Fee paid by Licensee, and not using the new License Fee. The support period start date will not be affected by the license upgrade, and it will remain the same with the first purchase date.


8 Purchase

Before purchasing a License you will be asked to supply (i) billing address, (ii) email address, (iii) credit card number and (iv) the expiration date of your credit card.

You represent and warrant that the information supplied to us is true, correct and complete and that you have the legal right to use any credit card(s) or other payment method(s) in connection with the purchase.

Froala will invoice Licensee and create him an account on Froala's Website as soon as the transaction is completed. The invoice will be available for download in Licensee's account. Licensee shall contact Froala if he did not receive an email from Froala with information about the new account within 24h.


9 Term and Termination

The term of the License is perpetual.

Without prejudice to any other rights either party may terminate this agreement in the event of a material breach with the terms and conditions of this agreement.

On termination of this agreement each Party must remove, delete or otherwise destroy any of other Party's material that it has received, copied or otherwise obtained.


10 Delivery

The Software is made available for download via Froala's Website.

Froala may stop improving the Software and even shut down Froala's Website at any time, for any reason and without notice.


11 Maintenance and Support

During the term of this agreement, Licensee has full access to Froala's online support services via email, which means that Licensee will get answers to technical questions within one (1) week. If Licensee benefits of Premium Support then he will get answers within three (3) business days and issues reported by him will have higher priority.

Support shall refer only to Software's source code and integration questions related to the Software's usage and documentation clarification. Support does not include questions related to other programming languages or frameworks.

Under no circumstances is Froala compelled to fix Software's bugs or to write code for the Licensee.

If Licensee's support period has ended, Licensee may opt to extend the support period either by (i) renewing the license (purchasing the same type of license), in which case Licensee receives a 25% discount, or by (ii) purchasing a different license that includes support, in which case the discount is not applicable.


12 Eligibility

You may only use the Software if you are (a) over 13 years old and (b) allowed by law to enter into a binding contract.

We reserve the right to refuse any purchase without giving reason. Upon cancellation of a purchase we will make all reasonable attempts to contact you using the details provided. All received money will be refunded using the method received.


13 Warranty

THIS SOFTWARE IS PROVIDED BY FROALA ''AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL FROALA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Froala does not warrant that (i) the Software will meet your specific requirements, (ii) the Software will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Software will be accurate or reliable and (iv) any errors in the Software will be corrected.


14 Limitation of Liability

Froala shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Froala has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Software; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Software; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Software; (v) or any other matter relating to the Software.

Froala's liability for damages to the Licensee for any cause whatsoever related to this Agreement, shall be limited to the License Fees paid for the Software in question.


15 Intellectual Property Infringement

Froala will defend, indemnify and hold the Licensee harmless against any claim stating that the Software is violating any Third Party copyright provided that:

  1. The Licensee promptly notifies Froala of the claim;
  2. A hardcopy of the notices of copyright infringement is sent to: Froala Labs SRL, str. Tina Petre, nr. 5, bl. L41, sc. A, ap. 23, Bucharest, Romania;
  3. An electronic copyright infringement is emailed to us;
  4. The Licensee uses best effort to stop any claim that is unfound;
  5. Notwithstanding the above Froala shall have sole control of the defense and all related settlement negotiation in the case of legal proceedings;
  6. The Licensee provides Froala with all necessary assistance, information and authority to perform the above.

If the Software is held by a final court ruling to be infringing any Third Party intellectual property rights Froala will at its option: (i) obtain the right for Licensee to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or solely in the event that (i) and (ii) are not feasible, (iii) refund any and all invoiced amounts to Licensee and all of Froala's obligations under this Agreement shall terminate upon written notice.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, and you believe in good faith your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please contact us.


16 Applicable Law and Legal Venue

This Agreement shall be governed by and construed in accordance with the laws of Romania. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, the Parties shall seek to solve amicably through negotiations. If the Parties do not reach an amicable solution within two (2) weeks, any dispute, controversy or claim shall be finally settled by arbitration in Romania. Arbitration shall be conducted in Bucharest, Romania, before one arbitrator appointed in accordance with the Romanian Laws. All arbitration shall be conducted in Romanian language. Judgment upon any arbitral award rendered in any such arbitration is confidential and may be entered in any court having jurisdiction thereof or application may be made to such court for a judicial acceptance of award and an order of enforcement, as the case may be.


17 Privacy

The Privacy Policy at https://www.froala.com/privacy governs any personal information you provide to us. By using the Services or Software you agree to the terms of the Privacy Policy.