Terms of Service

Last updated December 26, 2023.

Frame Me Inc. and its subsidiaries (collectively, "Frame Me," "we," "us," "our") offer an online booking, payment, and matching marketplace that connects Video Service Providers with users seeking on-demand video services (collectively, the "Services"). These Services are provided to you through our website at www.frameme.io (the "Site") and through our mobile applications and related services (together, these services, including any new features and applications, and the Site, are referred to as the "Service(s)"). These services are governed by the following Terms of Service, which may be amended from time to time ("Terms of Service"). We reserve the right to change or modify parts of these Terms of Service at any time, at our sole discretion. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you through the Services user interface, an email notification, or other reasonable means. Any such changes will become effective no later than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective signifies your acceptance of the new Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY INCLUDE AN AGREEMENT TO ARBITRATE AND IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE ALLOWED TO PURSUE CLAIMS AGAINST FRAME ME ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Additionally, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at www.frameme.io/privacy. All such terms are hereby incorporated by reference into these Terms of Service.

THE SITE INCLUDES AN ONLINE MARKETPLACE THROUGH WHICH VIDEO SERVICE PROVIDERS (DEFINED BELOW) MAY OFFER VIDEOGRAPHY SERVICES (DEFINED BELOW) AND CLIENTS (DEFINED BELOW) MAY BOOK SUCH VIDEOGRAPHY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (1) FRAME ME IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN VIDEO SERVICE PROVIDERS AND CLIENTS, (2) FRAME ME ONLY PROVIDES MATCHING AND PAYMENT PROCESSING SERVICES, (3) CLIENTS CONTRACT FOR VIDEOGRAPHY SERVICES DIRECTLY WITH VIDEO SERVICE PROVIDERS (4) FRAME ME IS NOT A BROKER, AGENT (EXCEPT AS EXPRESSLY SET FORTH BELOW) OR INSURER, AND (5) FRAME ME HAS NO CONTROL OVER THE CONDUCT OF VIDEO SERVICE PROVIDERS, CLIENTS, OR ANY OTHER USERS OF THE SITE OR VIDEOGRAPHY SERVICES, AND FRAME ME DISCLAIMS ALL LIABILITY IN THIS REGARD. DIFFERENT SECTIONS OF THE SITE AND TERMS OF SERVICE AFFECT VIDEO SERVICE PROVIDERS AND CLIENTS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS CAREFULLY.

Key Terms "User," "you," or "your" refers to a person, organization, or entity using the Services, including Clients and Video Service Providers.

"Client" refers to a person who completes Frame Me's account registration process to book a Video Service Provider.

"Video Service Provider" refers to a Video Service Provider capable of providing the video services sought and who is accepted by Frame Me on the Site.

"Video Services" means videography-related services provided by Video Service Providers.

Access and Use of the Service

Services As stated above, Frame Me’s Services provide a marketplace with related technology for Clients and Video Service Providers to arrange for matching a Client with a Video Service Provider and booking of Video Services. Frame Me itself does not provide any videography-related services. Frame Me's responsibilities are limited to: (i) facilitating the availability of the Site, and (ii) serving as the limited agent of each Video Service Provider for the purpose of accepting payments from a Client on behalf of the Video Service Provider. There are risks involved when dealing with other Users (including those who may be acting under false pretenses). You agree that all these risks are borne by you, and not Frame Me. Frame Me does not control the behavior of Users or the quality of the Video Services. As a result, Frame Me does not guarantee or endorse the authenticity, quality, safety, or legality of the

Video Services.

Your Registration Obligations You may be required to register with Frame Me to access and use certain features of the Service. If you choose to register, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

User Account, Password, and Security You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any activities that occur under your password or account. You agree to (a) immediately notify Frame Me of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Frame Me will not be liable for any loss or damage arising from your failure to comply with this section.

Modifications to Service Frame Me reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Frame Me will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

General Practices Regarding Use and Storage You acknowledge that the Company may establish general practices and limits concerning the use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space allotted on the Company’s servers on your behalf. You agree that the Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that the Company reserves the right to terminate accounts that are inactive for an extended period. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services The Service includes certain services available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). Standard charges, data rates, and other fees may apply from your wireless service carrier. Additionally, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Frame Me and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Frame Me account information to ensure that your messages are not sent to the person who acquires your old number.

Matching Process Frame Me facilitates a client-centric matching process where the client has the primary role in selecting a suitable Video Service Provider. When a client requires video services, they are presented with a curated list of Video Service Providers, each potentially suitable based on the client's specified needs. The client then exercises their discretion to select the Video Service Provider they believe best fits their requirements for a particular project or event. This selection initiates a Booking process through the Site.

Once a client has chosen a Video Service Provider, the chosen Video Service Provider receives a notification and has the opportunity to either accept or decline the Booking based on their availability, expertise, or any other professional criteria they deem relevant. This approach ensures that both parties have a say in the final arrangement, promoting a mutually beneficial and agreeable collaboration.

Video Service Provider Terms

No Off-Platform Activity As a Video Service Provider, you may not induce Clients to receive services similar to the Video Service Provider Services off the Site. You acknowledge and agree that a substantial portion of the compensation Frame Me receives for making the Site available to you is collected through the Frame Me Fee described in Payment Terms. Frame Me only receives this Fee when a Client and a Video Service Provider pay and receive payment through the Site. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the "Non-Circumvention Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party.

If you breach this obligation with respect to each Client-Video Service Provider relationship during the Non-Circumvention Period, you agree that one or both of the Client or Video Service Provider shall pay Frame Me for each such off-platform relationship by paying an "Off-Platform Activity Penalty" totaling $10,000 USD per off relationship. To fulfill the Off-Platform Activity Penalty, you must request payment instructions by contacting Frame Me using the provided contact details. In addition to the Off-Platform Activity Penalty, engaging in such prohibited activities may result in immediate termination of your account and access to the Service, along with potential legal action for breach of contract.

Background Checks Before a Video Service Provider can offer services through Frame Me, they are required to consent to a background check. This screening process is designed to identify any criminal history that could pose a safety risk to Frame Me or its Clients. A Video Service Provider's account will not be activated if the background check reveals any history suggesting a safety risk, including but not limited to violent crimes, felonies, drug-related offenses, sexual offenses, theft, or property damage offenses. Frame Me reserves the right to disqualify or refuse service to any Video Service Provider for any reason, as permitted by law.

By agreeing to these Terms of Service as a Video Service Provider, you consent to the preparation of background reports by a third-party service and the release of such reports to Frame Me and its designated representatives. This helps Frame Me determine your eligibility to use the Services and evaluate ongoing compliance with these Terms of Service. You authorize all necessary parties to provide such information to Frame Me and/or its agents.

Confidentiality As a Video Service Provider, you may be privy to confidential information, including but not limited to, client details, proprietary processes, technical data, business strategies, and other sensitive information that constitute "Proprietary Information." You agree to maintain the confidentiality of this information and not disclose or use it except in performing the Services. You are also required to prevent unauthorized disclosure using at least the same degree of care you use to protect your own sensitive information, not less than a reasonable degree of care. However, this confidentiality obligation does not extend to information that becomes publicly available through no fault of yours. Upon termination or as requested by Frame Me, you must promptly return all materials containing Proprietary Information.

Other Video Service Provider Obligations Video Service Providers are required to provide Frame Me with necessary information, such as background, skills, sample videos, contact details, and availability, to facilitate matching with Clients. Frame Me reserves the right to accept or reject any potential Video Service Provider and to remove any Video Service Provider from the marketplace for any reason. Video Service Providers may be subject to background checks, and failure to obtain necessary permits, licenses, or permissions or to comply with applicable laws and regulations is the sole responsibility of the Video Service Provider. Video Service Providers operate as independent contractors, not as agents, employees, or representatives of Frame Me, and are responsible for all tax obligations arising from compensation received. Payment Terms

General Clients agree to pay all applicable fees for Video Services or edits before the completion of the Video Services ("Videography Fees"). All fees are payable in the currency specified on the Site at the time of Booking. Variations to the agreed-upon services, such as changes in time, location, or service type, may incur additional fees payable before acceptance.

Frame Me may charge a Service Fee to Clients, equivalent to a percentage of the Video Service Provider Fees. Frame Me reserves the right to change this fee, providing notice of any change before it takes effect. Changes to the Service Fee will not affect Bookings made prior to the fee change.

Clients and Video Service Providers are responsible for any taxes associated with the Services, excluding U.S. taxes based on Frame Me's net income. Payments are final and non-refundable, except as expressly set forth in these Terms or as approved by Frame Me in writing.

Video Service Provider Payment Upon completing a project, Frame Me initiates the payment process to the Video Service Provider. The payment is issued once all deliverables are executed and confirmed by the client. Frame Me calculates the total fees due to the Video Service Provider for the rendered services, subtracting the Frame Me Fee from this amount. If a client expresses dissatisfaction with the service provided, Frame Me reserves the right to withhold payment pending a review of the situation. Each case is assessed individually, and Frame Me may opt to refund the client if the service is deemed inadequate.

Limited Payment Collections Agent Each Video Service Provider appoints Frame Me as their limited payment collection agent solely to accept Video Service Provider Fees from Clients. Payment to Frame Me, as the Video Service Provider's agent, is considered equivalent to direct payment to the Video Service Provider. Frame Me, as the limited payment collection agent, agrees to facilitate payment of any Video Service Provider Fees for services provided, on a case-by-case basis unless otherwise agreed between Frame Me and the Video Service Provider. In the event of non-remittance, the Video Service Provider's recourse is against Frame Me.

Continued Use and Storage of Content Frame Me may establish practices regarding the use and storage of content on the Service, including data retention periods and maximum storage space on Frame Me servers allocated to users. Frame Me is not liable for any deletion or failure to store data or content maintained or uploaded by the Service. Frame Me reserves the right to terminate inactive accounts and to change these general practices and limits at any time, at its sole discretion, with or without notice.

Mobile Services The Service includes features accessible via mobile devices, such as uploading content, browsing the Site, and accessing certain features through mobile applications (collectively, the "Mobile Services"). Standard charges, data rates, and other fees from your wireless carrier may apply when using Mobile Services. Certain Mobile Services may be restricted or unavailable depending on your carrier or mobile device. By using the Mobile Services, you agree to communication from Frame Me via SMS, MMS, text message, or other electronic means to your mobile device, and acknowledge that certain information about your use of the Mobile Services may be communicated to us. Should you change or deactivate your mobile telephone number, you agree to promptly update your Frame Me account information.

User Conduct and Content You are solely responsible for all content you upload, post, email, or otherwise use via the Service. Frame Me prohibits certain types of content and use, including but not limited to content that infringes intellectual property rights, poses security risks, is unlawfully obtained, or is deemed objectionable by Frame Me. Violations may result in removal of content, account suspension, or termination, and may be reported to law enforcement authorities. You agree not to misuse the Service, including by violating any local, state, national, or international laws, impersonating any person or entity, or engaging in harmful, threatening, abusive, or otherwise objectionable conduct.

Intellectual Property Rights Service Content, Software, and Trademarks The Service, including its content, features, underlying technology, and software, are protected by copyright, patent, trademark, trade secret, and other proprietary rights. You are prohibited from modifying, copying, distributing, creating derivative works, selling, or exploiting the Service Content or Software, except for your own legally uploaded User Content. The Frame Me name, logos, and related marks are trademarks of Frame Me. Other trademarks appearing on the Service may belong to their respective owners. Use of Frame Me Trademarks without prior written permission is prohibited, and all rights not expressly granted are reserved.

Video Services Video Service Providers assign all intellectual property rights in their videography content to Frame Me. Upon completion of a Booking and receipt of all applicable fees, Frame Me transfers the rights in purchased content to the Client. Clients grant Frame Me a nonexclusive, worldwide, royalty-free license to use their videography content for marketing and advertising purposes, subject to reasonable objections from the Clients. Video Service Providers may request a limited license for portfolio use or other purposes, subject to written consent from Frame Me and the relevant Client.

Third-Party Material and User Content Frame Me is not liable for third-party content, including errors, omissions, or loss or damage incurred as a result of such content. Users must evaluate and bear all risks associated with third-party content. By uploading User Content, you grant Frame Me a worldwide, royalty-free license to use your User Content in connection with the Service.

Indemnity and Release You agree to indemnify and hold Frame Me and its affiliates, officers, employees, and agents harmless from any losses, damages, expenses, including reasonable attorneys’ fees, claims, actions, and injury arising out of your use of the Service or violation of these Terms of Service. This does not apply to any liability, losses, damages, or expenses incurred due to actions or inactions of Frame Me.

Disclaimer of Warranties and Limitation of Liability Frame Me provides the Service on an "as is" and "as available" basis without warranties of any kind. Frame Me is not liable for any indirect, incidental, special, consequential, or punitive damages arising from the use or inability to use the Service. The total liability of Frame Me to you for all damages, losses, and causes of action shall not exceed the amount paid by you to Frame Me in the last six months or one hundred dollars ($100), whichever is greater.

Dispute Resolution and Arbitration Disputes between you and Frame Me will be resolved through binding arbitration, except for individual claims in small claims court. This includes waiving the right to participate in class action lawsuits and class-wide arbitration. The arbitration will follow the American Arbitration Association’s rules and procedures.

Termination Frame Me may suspend or terminate your account or use of the Service for any reason, including lack of use or violation of these Terms of Service. Termination may result in the deletion of your account and related content, and Frame Me will not be liable for such termination.

General Provisions These Terms of Service constitute the entire agreement between you and Frame Me regarding the use of the Service. These Terms are governed by the laws of the State of Georgia, and any disputes not subject to arbitration will be subject to the jurisdiction of courts in Georgia. Frame Me may notify you of changes to these Terms via email or regular mail, and the Service may provide notices of changes via the Service itself.

For questions or reports of violations, please contact Frame Me through the provided contact details.