This Master Subscription Agreement (the “Agreement”) is entered into between the Customer and FigrFast Systems Private Limited (“Figr”).By accepting this Agreement or by using or accessing the Platform, the Customer agrees to be bound by the following terms and conditions:
Affiliate: Any entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests.
Confidential Information: Any information disclosed by one party to the other, marked as confidential or that should reasonably be understood to be confidential, including business, technical, or financial information.
Credits: Units of platform usage that measure processing and output generation. Credit consumption varies based on task complexity. One Credit approximates one hour of a designer’s time for typical tasks. Detailed credit usage is available at docs.figr.design/account/credits-usage.
Customer Data: All data submitted by or on behalf of the Customer to Figr’s Services, including but not limited to design systems, screen recordings, product context, and uploaded files.
Design System Data: **Customer’s design tokens, components, styles, and related assets imported via the Figr Figma Plugin or other integration methods, which may be stored on Figr’s servers to enable the Services.
**Order Form: **The document specifying the Services to be provided, pricing, Credit allocation, and Subscription Term, executed by both parties.
**Platform: **The Figr AI-powered design platform accessible via web application, Chrome extension, and Figma Plugin.
**Services: **The proprietary software-as-a-service (SaaS) products made available by Figr to the Customer under this Agreement, including the AI-powered design platform, Chrome extension, Figma Plugin integration, and related outputs such as prototypes, PRDs, user flows, diagrams, and text-based deliverables.
**Subscription Term: **The period during which the Customer is granted access to the Services, as set forth in the applicable Order Form.
**Third-Party Software: **Any third-party software that interoperates with the Services upon Customer’s instruction, including but not limited to Figma.
**End User: **Any natural person authorized by Customer to use the Services under Customer’s account.
**Feedback: **Any suggestions, comments, or other feedback relating to the Services provided by Customer.
Grant of Rights: Figr grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes, subject to Credit availability.
Credit Allocation and Rollover: Customer shall receive Credits as specified in the Order Form. Unused Credits roll over to the following month, up to a maximum of the Customer’s monthly allocation amount. Credits exceeding this cap expire at month-end.
Access Credentials: Customer shall maintain the confidentiality of all access credentials and notify Figr immediately of any unauthorized use.
Usage Restrictions: Customer shall not:
Reverse engineer or create derivative works of the Services.
Use the Services to transmit unlawful or malicious content.
Allow third parties to access the Services except as authorized in writing by Figr.
Engage in spam activities or impersonation while using the Services.
Service Availability: Figr shall make the Services available 24/7, except for planned maintenance or events beyond Figr’s reasonable control (e.g., force majeure).
Support: Figr shall provide technical support as described in the applicable Service Level Agreement (SLA).
Compliance: Figr shall comply with all applicable laws, including data protection regulations.
Right to Modify Services: Figr may modify, enhance, or upgrade the Services. New features or modules may incur additional fees, and notifications will be provided in advance.
Benchmarking and Data Usage: Figr may collect anonymized and aggregated Customer Data for benchmarking and publishing performance studies, without identifying Customers or End Users.
Integration: Customer shall integrate any required software development kits (SDKs), APIs, browser extensions, or Figma Plugins as necessary to access the Services.
End-User Compliance: Customer shall ensure that its End Users comply with the terms of this Agreement.
Data Input: Customer voluntarily provides data including design systems, product context, and screen recordings to enhance the quality of outputs. Customer is responsible for ensuring it has the rights to share such data with Figr.
Prohibited Activities: Customer shall not:
Upload or share content that infringes intellectual property rights.
Use the Services to store or transmit malicious code.
Submit any restricted or sensitive information unless explicitly agreed upon in the Order Form.
Fees: Customer shall pay all fees specified in the Order Form. Fees are non-cancellable and non-refundable.
Payment Terms: Fees are due within 30 days of invoice. Late payments may incur interest based on the rate allowed by law.
Taxes: Fees exclude applicable taxes, which will be invoiced and paid by the Customer.
Fee Adjustments: Figr reserves the right to adjust fees in response to changes in third-party service costs, with a 30-day prior notice to the Customer.
Customer Data is provided voluntarily by Customer to refine and enhance the outputs generated by the Services. Figr stores Customer Data, including Design System Data imported via the Figma Plugin, on its servers to enable service functionality and for later reference.
No AI Training on Customer Data: Customer Data is strictly isolated and is NOT used to train Figr’s AI models. Customer Data remains confidential and is used solely to provide the Services to that Customer.
Data Processing: Figr shall process Customer Data in compliance with applicable data protection laws and the Data Protection Addendum (DPA), if applicable.
Security Measures: Figr shall implement administrative, physical, and technical safeguards to protect Customer Data.
Restricted Information: Customer shall not submit sensitive or restricted information such as health or payment data unless explicitly agreed upon in the Order Form.
Data Aggregation for Benchmarking: Figr may use anonymized and aggregated data to benchmark system performance and publish performance studies, without identifying individual Customers.
Indemnification by Figr: Figr shall defend and indemnify the Customer and its Affiliates against any third-party claims (a) that the use of the Platform by the Customer as per this Agreement infringes any of its valid patents or copyrights; (b) on breach of confidentiality obligation by Figr as per Section 9. Figr shall have the sole control over the defense and/or settlement of such claim and shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded. For infringement claims, Figr may, at its sole option and expense, (i) procure for the Customer the right to continue use of the Platform and/or (ii) modify the Platform or its source code so that they no longer infringe or (iii) obtain a license for Customer’s continued use of the Platform. If the above options are not possible, Figr shall terminate the Agreement and refund the Customer any prepaid fees for the remainder of the Term. This indemnity does not apply to any infringement or misappropriation claim that arises from (i) modifications to the Platform by anyone other than Figr, (ii) modifications to the Platform based upon specifications furnished by the Customer, (iii) Customer’s use of the Platform other than as specified in this Agreement, (iv) use of the Platform in conjunction with third-party software not approved by Figr, or (v) any combination of the foregoing.
Indemnification by Customer: The Customer shall defend, indemnify and hold Figr and its Affiliates harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including reasonable attorney’s fees) and expenses resulting from or arising out of (a) violation of any applicable law arising from Customer’s use of the Platform; (b) Customer Data infringing the Intellectual Property Rights of a third party; (c) a breach by the Customer of its confidentiality obligations under Section 9 hereof.
Notice and Cooperation: The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim. The indemnifying Party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any Claim. The indemnifying Party shall not settle any such Claim in a manner that does not unconditionally release the indemnified Party without the indemnified Party’s written consent.
Exclusive Remedy: THIS SECTION 8 SETS FORTH EACH PARTY’S ENTIRE LIABILITY AND OBLIGATION, AND EACH PARTY’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS.
Nondisclosure: Each Party (each a “Receiving Party”) agrees that it (i) shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes, (ii) shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a bona fide need to know for such purposes, and (iii) shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care.
Exceptions: Neither Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) was independently developed by the Receiving Party without use of the Confidential Information; or (iv) was required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object.
Resolution: Parties shall resolve disputes through good faith negotiations. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka, India.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.
Assignment: Neither party may assign this Agreement without the other’s written consent, except in connection with a merger or acquisition.
Entire Agreement: This Agreement, including all Order Forms and appendices, constitutes the entire agreement between the parties.
Force Majeure: Neither party shall be liable for failure or delay due to causes beyond their reasonable control, including natural disasters and cyberattacks.
Feedback Usage: Figr may use Customer’s Feedback to improve its Services without obligation to Customer.
Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
Waiver: No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.
