FRAME.IO GENERAL TERMS (2023v1) Page 1 of 13
Terms of Service
Published and Effective as of October 17, 2022
THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER (DISPUTE RESOLUTION; ARBITRATION
AGREEMENT; CLASS ACTION WAIVER) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF
YOU DO NOT AGREE WITH THE DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER IN THESE TERMS
OF SERVICE, PLEASE DO NOT USE THE SERVICES..
PLEASE READ THESE TERMS OF SERVICE (COLLECTIVELY WITH FRAME.IO'S PRIVACY POLICY, THE "TERMS OF SERVICE") FULLY
AND CAREFULLY BEFORE USING WWW.FRAME.IO (THE "SITE"), ANY MOBILE APPLICATIONS PROVIDED BY FRAME.IO (THE
"APPLICATIONS") AND THE MEDIA FILE STORAGE AND COLLABORATION SERVICES, FEATURES, CONTENT OR APPLICATIONS
OFFERED BY FRAME.IO, INC. ("FRAME.IO," "WE," "US," OR "OUR") (TOGETHER WITH THE SITE AND THE APPLICATIONS, THE
"SERVICES"). THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE
SITE, THE APPLICATIONS AND THE SERVICES.
YOUR RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. BY
CLICKING ON THE "ACCEPT" BUTTON AND USING THE SERVICES, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE
TERMS OF SERVICE. IF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE
TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS OF SERVICE, YOU MUST CLICK ON THE
"CANCEL" BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
Acceptance of Terms of Service
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site
and/or downloading the Applications, you agree to these Terms of Service and all other operating rules, policies and
procedures that may be published from time to time on the Site by us, each of which is incorporated by reference
and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use
of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of
Service by this reference.
These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of
content, information, and other materials or services, registered or otherwise.
In some countries, the law requires that we put a data protection agreement in place if customer information
includes Personal Data (as defined in the applicable agreement) as part of the Services. Such agreement is found at
https://www.adobe.com/legal/terms/enterprise-licensing/data-protection.html.
Eligibility
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any
circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or
entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in
compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these
Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with
any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any
third party.
Registration
To sign up for the Services, you must register for either a team leader account (each, a "Team Leader Account") or a team
member account (a "Team Member Account") on the Services (each, an "Account"). The user responsible for creating a Team
Leader Account (the " Team Leader") will be responsible for inviting team members (each, a "Team Member") to create Team
Member Accounts associated with such Team Leader Account. You must provide accurate and complete information and keep
your Account information updated. You shall not: (i) use the name of another person with the intent to impersonate that
person or (ii) use the name of a person other than you without appropriate authorization. You are solely responsible for the
activity that occurs on your Account, and for keeping your Account password secure. You may never use another person's user
account or registration information for the Services without permission. You must notify us immediately of any change in your
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eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security
or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You
shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
Content
Definition. For purposes of these Terms of Service, the term "Content" includes, without limitation, information,
videos, audio files, data, text, photographs, written posts and comments, software, scripts, graphics, and interactive
features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this
Agreement, "Content" also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users
(collectively " User Content"), whether publicly or privately transmitted, is the sole responsibility of the person who
originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date,
and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User
Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or
loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through
the Services is or will continue to be accurate.
Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and
such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights
and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any
Content accessed through the Services.
Use License. Subject to your compliance with these Terms of Service and applicable law, you may access and use the
Services (i.e., to download Content and display locally) that we make available, and that you license from us. Use,
reproduction, modification, distribution or storage of any Content for purposes other than using the Services is
expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or
exploit any Content for commercial use or in any way that violates any third party right. Your license to use and
access the Services and the Content is automatically revoked if you violate these Terms of Service, including in any
manner that violates our intellectual property rights. All rights not explicitly granted to you are reserved by us. You
may provide comments, suggestions, bug or crash reports, and recommendations to us with respect to the Services
(including without limitation with respect to modifications, enhancement, improvements, and other changes to the
Services) (collectively, the "Feedback"). In such event, then you grant us a non-exclusive, irrevocable, perpetual,
worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import,
export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
User Content License Grant. By submitting User Content through the Services, you hereby do and shall grant us a
worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable and transferable right and license to
access, use, adapt, convert, transcode, reproduce, distribute, display, perform, disclose, transmit, store and cache the
User Content solely to the extent necessary to provide the Services or as otherwise permitted by these Terms of
Service, which license shall terminate upon the deletion or removal of any such User Content from the Services. For
clarity, the foregoing license grants to us does not affect your other ownership or license rights in your User Content,
including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. We do not
claim ownership of User Content that is transmitted, stored, processed, or linked in your Account or through the
Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or
violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights,
trademarks, contract rights, or any other intellectual property or proprietary rights.
Team Leader Accounts. If you are a Team Leader, you have the authority to create and manage projects (each, a
"Project"), invite Team Members to access and work on any Projects associated with the Team Leader Account, and
invite outside collaborators (each, a "Collaborator") to view a designated Project. If you terminate your Team Leader
Account, all Projects associated with that Team Leader Account will be removed from the Services in conformance
with Frame.io’s then current data retention policies and procedures, and all links to such Projects that were sent to
Collaborators will be disabled. We respect the privacy and confidentiality of your Projects, so we agree never to
disclose your Projects to anyone unless you instruct us to do so or any law, court order, regulatory authority,
governmental authority, or other legal requirement compels disclosure of such Projects, as provided in our Privacy
Policy.
Sharing of Content. When you add, create, upload, submit, distribute or post User Content to a Project, such User
Content is accessible by any and all Team Members associated with the applicable Team Leader Account. You hereby
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do and shall grant each such Team Member with whom you share User Content through a Project the ability to
access, use, import, edit, modify, truncate, aggregate, adapt, reproduce, distribute, display, publish, disclose,
transmit, prepare derivative works of, store, cache and perform such User Content, including after termination of
your Team Member Account or the Services. When you send a link to a Project to a Collaborator, you understand that
each such Collaborator has the ability to view, access and display such Project, including after termination of your
Team Member Account or the Services. In addition, when you send a link to a Project to a Collaborator, you may
choose to grant the applicable Collaborator any or all of the following additional rights: download the Project, publish
such link to such Project, and/or invite third parties to view, access and display such Project. Through its use of
Frame.io, if you initiate or are invited by another individual or organization that is using Frame.io products and
services under a separate agreement with Frame.io (“Third-Party Account Holder”) to Share (as defined below) or
edit User Content in a document, space, library, canvas or other collaboration environment controlled by the Third-
Party Account Holder (each a “Collaboration Space”), you acknowledge and agree that the Third-Party Account
Holder is solely responsible for implementing the settings, including commenting, editing, access, publication and
ownership settings, for all content, including User Content, in the Collaboration Space. The Third-Party Account
Holder will be able to restrict or terminate your access to the Collaboration Space at any time. If you do not want the
Third-Party Account Holder to control your User Content, you should not Share or edit your User Content in a
Collaboration Space and should maintain back-up copies of User Content. Frame.io has no responsibility or liability
for any loss, use or misuse of User Content in a Collaboration Space. You acknowledge and agree that (A) Frame.io
will not be a party to any disputes between you and any Third-Party Account Holder; (B) you will not seek to make
Frame.io a party to any such dispute, and (C) Frame.io will have no liability or obligation to either you or a Third-Party
Account Holder for any content, including User Content, subject to such a dispute. “Share” means to email, post,
transmit, stream, upload, or otherwise make User Content available to a Third-Party Account Holder or other third
party through your use of the Services.
Content Deletion. Any User Content made available through a Project will continue to be available on such Project
unless and until the applicable Team Leader Account is terminated from the Services or the applicable User Content is
deleted from the Services, at which point such User Content will be removed from the Services in conformance with
Frame.io’s then current data retention policies and procedures. User Content can be removed by the Team Leader
responsible for the applicable Project or any applicable Team Member.
Warranties. You hereby represent and warrant that (i) your User Content and the availability thereof through the
Services does not and will not infringe or violate the rights of any third party, including without limitation any
intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information, (ii)
you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in
any User Content in order to include their name, voice, performance or likeness in any User Content and to publish
the same on the Services, and (iii) the storage, use or transmission of any User Content does not violate any law or
these Terms of Service.
Free Memberships, Offers, or Trials. Frame.io may offer free memberships, offers, and trial memberships in its sole
discretion. If access to the Services is provided to you for free or for trial purposes, such access is governed by these
Terms of Service. At any time prior to or during the free or trial period, Frame.io may, in its sole discretion, terminate
the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable
law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires,
you may continue using the Services only by enrolling in a paid subscription, if available, or as otherwise permitted by
Frame.io. During the free or trial period, no express or implied warranties shall apply to the Services, all Services are
provided “as-is” with all defects, and no technical or other support is included.
NFR Version. Frame.io may also designate the Services as “trial, “evaluation,” “not for resale,” or other similar
designation (“NFR Version”). You may install and use the NFR Version only for the period and purposes stated when
we provide the NFR Version. You must not use any materials you produce with the NFR Version for any commercial
purposes.
Prelease or Beta Version. We may designate the Services, or a feature of the Services, as a prerelease or beta version
(“Beta Version”). A Beta Version does not represent the final product and may contain bugs that may cause system or
other failure and data loss. We may choose not to release a commercial version of the Beta Version. You must
promptly cease using the Beta Version and destroy all copies of the Beta Version if we request you to do so. In
exchange for your use of a Beta Version, you agree that Frame.io may collect data regarding your use of the Beta
Version to improve our products and personalize your experience, regardless of whether or not you have opted-out
of data collection for non-Beta Versions. If you do not wish to have your usage tracked, you must discontinue your
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use of the Beta Version by uninstalling such Beta Version or utilizing a non-Beta Version of the Services. Any separate
agreement we enter into with you governing the Beta Version will supersede these provisions.
Availability of Content. We do not guarantee that any Content will be made available on the Site or through the
Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole
discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims
or allegations from third parties or authorities relating to such Content or if we are concerned that you may have
violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
Unauthorized Use. You must immediately notify us in writing of any unauthorized use of any (i) Content (including
User Content), (ii) Account or (iii) the Services that comes to your attention. In the event of any such unauthorized
use by any third party that obtained access through you, please refer to the Intellectual Property Removal Policy. You
will take all steps necessary to terminate such unauthorized use. You will provide us with such cooperation and
assistance related to any such unauthorized use as we may reasonably request. You acknowledge that if you wish to
protect your transmission of User Content to us, it is your responsibility to use a secure encrypted connection to
communicate with the Services.
Business Entitlements
Business Users. If you received an “Entitlement” (which is defined as the right to use, access, and consume the
Services) from an organization or group, including but not limited to a business or any other commercial entity,
including a non-profit organization, or educational institution (each, a “Business”) under one of Frame.io’s business
plans, then (A) you are a “Business User” of such Business; (B) your Frame.io profile associated with such Entitlement
is a “Business Profile”; and (C) all references to “you” in these Terms of Service will mean such Business. If you are a
Business User, you agree that, due to your receipt of Entitlements from such Business, (1) Frame.io may provide such
Business with the ability to access, use, remove, retain, and control your Business Profile and all Content therein
whether uploaded or imported before or after the date these Terms of Service were last updated; (2) your use of the
Services is governed by such Business’s agreement with Frame.io; and (3) Frame.io may provide your personal
information to such Business. If you are a Business User with Entitlements from multiple Businesses, you may have
separate Business Profiles associated with each Business. As a Business User, you may have different agreements
with or obligations to a Business, which may affect your Business Profile or your Content. Frame.io is not responsible
for any violation by you of such agreements or obligations. If you did not receive Entitlements from a Business (e.g.,
you purchased an individual plan and received Entitlements through this plan), then (a) you are a “Personal User”; (b)
your Frame.io profile is a personal profile; (c) you maintain sole access and control over all User Content in your
personal account or personal profile (except as otherwise indicated in the Privacy Policy); and (d) all references to
“you” in these Terms of Service will mean you as an individual. If you received Entitlements through a personal plan
and from a Business, then you are both a Personal User and a Business User. You are a Personal User when you utilize
the Entitlements you obtained through your personal plan, and you are a Business User when you utilize your
Entitlements provided by a Business.
Business Email Domains. As a Personal User or a Business User, you may create a Frame.io account using an email
address provided or assigned to you by a Business (such as your work email address). If the Business establishes a
direct relationship with us, they may want to add your account to such relationship. If this happens, the Business
may, with prior notice, roll your account into the Business’s account. This means the Business may (A) access the
account; (B) take control over the account and any Content therein whether stored, uploaded, or imported before or
after the date these Terms of Service were last updated; and (C) recommend any non-Business Content associated
with such account to be moved to a new account that utilizes an email address not associated with such Business.
You, as an individual or a Business User, also acknowledge that Frame.io may provide your personal information to
such Business, such as your name or email address. If you do not want a Business to access, use, remove, retain, or
control an account or profile, then do not use a Business email address with that account.
Rules of Conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of
Service or applicable law. You are responsible for all of your activity in connection with the Services, including without
limitation your conduct, your User Content, and your communications with others.
You shall promptly handle and resolve any notices and claims relating to your Content, including any notices sent to
you by any person claiming that any of your Content violates any person's rights.
You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit
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or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation
any User Content, that:
fails to comply with these Terms of Service;
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity
or violates any law or contractual duty (see our Intellectual Property Removal Policy);
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy,
tortious, obscene, vulgar, offensive or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt,
damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or
to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third
party;
impersonates any person or entity, including any of our employees or representatives; or
includes anyone's identification documents or sensitive financial information.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an
unreasonable or disproportionately large load on our (or our third party providers' ("Third Party Providers"))
infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities
conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to
prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the
Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software,
devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the
Services; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to
derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any
Applications), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate,
or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise
transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and
international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is
necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms
of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud,
security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us,
our users and the public.
Trade Sanctions and Export Control Compliance. The Services, and your use of them, are subject to laws, restrictions,
and regulations of the United States and other jurisdictions that (A) govern the import, export, and use of the
Services; and (B) may prohibit us from providing the Services to you without notice. By using the Services, you agree
to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving
the Services by the laws of any jurisdiction. Additionally, you agree not to upload to or transmit over any Services any
content that is controlled for export from the United States (including technical data controlled under the US
International Traffic in Arms Regulations and technology controlled under the US Export Administration Regulations)
without prior written approval from Frame.io.
Ownership
Ownership of User Content. You (as a Business or an individual, as applicable) retain all rights and ownership of your
User Content. We do not claim any ownership rights to your User Content.
Frame.io Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the
Services. Except as stated in the Terms of Service, we do not grant you any rights to patents, copyrights, trade
secrets, trademarks, or any other rights in respect to the items in the Services. We reserve all rights not granted
under the Terms of Service.
Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or
resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk.
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These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content,
functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link
does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that
we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or services available on or through any such website or
resource.
Apple Device and Application Terms
If you are accessing the Services via an application on a device provided by Apple, Inc. ("Apple") or an application obtained
through the Apple App Store, the following shall apply:
Both you and Frame.io acknowledge that these Terms of Service are concluded between you and Frame.io only, and
not with Apple, and that Apple is not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be
used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and
conditions of these Terms of Service as they are applicable to the Services;
You will only use the Application in connection with an Apple device that you own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support
services with respect to the Application;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law,
you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to
you the purchase price, if any, of the Application;
You acknowledge and agree that Frame.io, and not Apple, is responsible for addressing any claims you or any third
party may have in relation to the Application;
You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use
of the Application infringes that third party's intellectual property rights, Frame.io, and not Apple, will be responsible
for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S.
Government list of prohibited or restricted parties;
Both you and Frame.io acknowledge and agree that, in your use of the Application, you will comply with any
applicable third party terms of agreement which may affect or be affected by such use; and
Both you and Frame.io acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of
these Terms of Service, and that upon your acceptance of these Terms of Service, Apple will have the right (and will
be deemed to have accepted the right) to enforce these Terms of Service against you as the third party beneficiary
hereof.
In App Purchases
Through the Applications, you may purchase ("In App Purchase") certain goods designed to enhance the performance of the
Services (" Goods"). When you purchase Goods, you are doing so through either Apple iTunes service or the Google Play
service and you are agreeing to their respective Terms and Conditions. ( http://www.apple.com/legal/internet-
services/itunes/us/terms.html; ). We are not a party to any In App Purchase.
Payments and Billing
Paid Services. Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please
note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed
part of this Agreement.
Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example,
telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, VAT, foreign exchange
fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with
questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection
costs and expenses. If you are located in a different country from the applicable Frame.io entity with which you are
transacting, your payments will be made to a foreign entity.
Billing. We use a third-party payment processor, Stripe, (the " Payment Processor") to bill you through a payment
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account linked to your Account on the Services (your "Billing Account") for use of the Paid Services. The processing of
payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this
Agreement, available at https://stripe.com/us/legal. We are not responsible for error by the Payment Processor. By
choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in
effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us,
through the Payment Processor, to charge your chosen payment provider (your " Payment Method"). You agree to
make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it
makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by
agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment
Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due
on your Billing Account upon demand. You authorize us to store any payment method you provide and use it in
connection with your use of the Services. If your primary payment method fails or if the full amount fails to be
charged, you authorize us to charge any other payment method in your account for the payment amount owed,
including partial or incremental payment amounts. If you have not provided us with a backup payment method(s) and
you fail to provide full payment, or if all payment methods in your account fail, we may suspend your access to the
Services.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge,
followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge
that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges
prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION
FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE
TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT
CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE
YOUR PAYMENT METHOD, GO TO https://app.frame.io/account.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR
BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT,
COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD
EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT
METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY,
SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH
INFORMATION CAN BE MADE AT https://app.frame.io/account. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING
INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR
BILLING ACCOUNT AND THAT WE MAY PARTICIPATE IN PROGRAMS TO TRY TO UPDATE YOUR PAYMENT
INFORMATION IN ORDER TO CHARGE YOU FOR AMOUNTS OWED UNLESS YOU HAVE TERMINATED YOUR PAID
SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you
preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to
receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled
date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment
Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges
during or at the end of each billing cycle.
Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, which can be done through your
Account Settings https://app.frame.io/account, any Subscription Services you have signed up for will be automatically
extended for successive renewal periods of the same duration as the subscription term originally selected, at the
then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account
Settings. If you terminate a Subscription Service, you may use your subscription until the end of your then-current
term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for
a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are
authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you
will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges
may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the
Paid Service.
FRAME.IO GENERAL TERMS (2023v1) Page 8 of 13
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be
used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in
order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are
inadvertently charged for a Paid Service, please contact us via Support.
Referral Programs
Frame.io may, in its sole discretion, create referral and/or promotional codes as a standalone code or as appended to a
personalized referral URL ("Promo Codes") that may be redeemed for discounts on future Services and/or a Third Party
Provider's services, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any
additional terms that Frame.io establishes as part of a referral program. You agree that Promo Codes: (i) must be used for the
intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or
made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Frame.io;
(iii) may be disabled by Frame.io at any time for any reason without liability to Frame.io; (iv) may only be used pursuant to the
specific terms that Frame.io establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use.
Frame.io reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral
system or Promo Codes by you or any other user in the event that Frame.io determines or believes that the use of the referral
system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Frame.io's
Terms. If you choose to use our referral program via Promo Codes or other means to tell a friend about our products and
services, you represent that you have their consent to provide us your friend's name and/or email address. We will send your
friend one or more emails on your behalf and as requested by you for the sole purpose of inviting him or her to visit the
Frame.io website and use the Frame.io products and services. Unless we are authorized by your friend, we will only use your
friend's name and/or email address for the purposes of sending invitation emails on your behalf as requested by you and
maintaining an activity log of our referral program.
Termination
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice,
effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.
If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any
fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive
termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty
disclaimers, indemnity and limitations of liability.
Warranty Disclaimer
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action
regarding:
which users gain access to the Services;
what Content you access via the Services; or
how you may interpret or use the Content.
We strongly encourage and recommend that you maintain appropriate security, protection and backup copies of your
Content, which may include your use of additional encryption technology to protect Content (including User Content) from
unauthorized access. You acknowledge and agree that we will have no liability of any kind as a result of the deletion of,
correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no
representations concerning any Content contained in or accessed through the Services, and we will not be responsible or
liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF
TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS
AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR
TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR
THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THAT THE CONTENT WILL BE SECURE
OR NOT OTHERWISE LOST OR DAMAGED; (V) THAT THE SERVICES WILL NOT HARM YOUR COMPUTER SYSTEM; OR (VI) THE
FRAME.IO GENERAL TERMS (2023v1) Page 9 of 13
RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN
RISK. WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF USERS SUBSCRIBING TO OUR SERVICES, NOR DO WE
HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY USERS. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT
OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
Indemnification
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors,
directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that
arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content,
violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of
any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in
asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT
PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR
EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REVENUE,
GOODWILL, USE OR CONTENT) (HOWEVER ARISING), EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH
DAMAGES, (II) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES, INCLUDING FOR ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT
DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES
DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
These limitations and exclusions in this section (Limitation of Liability) apply to the maximum extent permitted by law even if
(A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) we knew or should have
known about the possibility of damages.
These Terms of Service set forth the entire liability of Frame.io and its affiliates as well as your exclusive remedy with respect
to access and use of the Services.
Governing Law
If you reside in North America (inclusive of United States, Canada, Mexico, United States territories and possessions, and
United States military bases wherever located), the Terms of Service shall be governed by and construed in accordance with
the laws of the State of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules. If you
reside outside of North America, the Terms of Service are governed by the law of Ireland. You may have additional rights
under your local law. We do not seek to limit those rights where it is prohibited to do so by law.
Dispute Resolution; Arbitration Agreement; Class Action Waiver
Notice of Claim and Required Information Dispute Resolution Process. If you have any concern or dispute that Frame.io
Support is unable to resolve (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us
and providing a written Notice of Claim to the address provided below in the Contact Section. The Notice of Claim must
provide Frame.io with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are
seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim
for other individuals. If any dispute related to your Claim is not resolved within sixty (60) days of receipt, any resulting legal
actions must be resolved through either small claims court or final and binding arbitration, including any dispute about
whether arbitration is required for the dispute, subject to the exceptions set forth below. Neither party shall initiate legal
action until 60 days after the Notice of Claim is received. This agreement to arbitrate shall apply, without limitation, to all
claims that arose or were asserted before the effective date of the Terms. The arbitrator, and not any federal, state, or local
court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or
enforceability of the Terms of Service or formation of the Terms of Service, including whether any dispute between us is
subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms
of Service are void or voidable. Claims related to the Terms of Service or Services are permanently barred if not brought within
one (1) year of the event resulting in the Claim.
FRAME.IO GENERAL TERMS (2023v1) Page 10 of 13
Arbitration Rules. If you reside in the Americas, JAMS will administer the arbitration in Santa Clara County, California,
pursuant to its Streamlined Arbitration Rules and Procedures. If you reside in Australia, New Zealand, Japan, mainland China,
Hong Kong, Macau, Taiwan, South Korea, India, Sri Lanka, Bangladesh, Nepal, or a member state of the Association of
Southeast Asian Nations (ASEAN), then the Singapore International Arbitration Centre (SIAC) will administer the arbitration in
Singapore under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. Otherwise,
the London Court of International Arbitration (LCIA) will administer the arbitration in London, UK under the LCIA Arbitration
Rules. There will be one arbitrator that you and Frame.io mutually select. The arbitration will be conducted in the English
language, but any witness whose native language is not English may give testimony in the witness’ native language, with
simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered
may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us. In the event
of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees
and costs of arbitration, the Terms will govern.
Arbitration Fees and Costs. Payment of all filing, administration, and arbitrator fees and costs of arbitration will be governed
by the rules of the arbitration provider, except that to the extent that you bring a Claim as part of a Coordinated Action, we
agree that the parties will equally share all of the fees and costs of arbitration (to the extent that allocation is not already
required under applicable rules). For purposes of this section, a “Coordinated Action” is any action in which you are
represented by a law firm or collection of law firms that has filed numerous coordinated individual arbitration demands of the
same or similar nature against Frame.io within a short time. Notwithstanding the above, if you are unable to afford fees or
costs of arbitration, Frame.io will pay them. If the arbitrator finds that either the substance of a Claim or the relief sought in
arbitration was frivolous, or a Claim was brought for an improper purpose, the parties may seek to re-allocate the fees and
costs of arbitration, according to the rules of the arbitration provider.
Exceptions to Arbitration Small Claims and Injunctive Relief. Notwithstanding the foregoing, either party may elect to have
any Claim that is subject to the jurisdiction of small claims court decided in small claims court in Santa Clara County, California,
USA, or the county of your residence. If either party files a Claim in arbitration that could have been brought in small claims
court, the other party may provide notice that it wants the case decided in small claims court before the appointment of an
arbitrator, and the arbitrator shall administratively close the case before assessing any fees, and the party bringing the Claim
must proceed in small claims court in lieu of arbitration. Any dispute about whether a Claim qualifies for small claims court
shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain
closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. Additionally, either
party shall be entitled to apply for preliminary injunctive remedies (or an equivalent type of urgent legal relief) in any
jurisdiction, such as in the event of your or others’ unauthorized access to or use of the Services in violation of the Terms of
Service. If a party has a dispute in which they seek to obtain both preliminary injunctive relief and other forms of relief, the
party may go to court to seek preliminary injunctive relief, but must arbitrate its claims or seek relief in small claims court for
all other forms of relief.
Acceptance of Arbitration and Right to Opt Out. Within the first thirty (30) days of your use of the Services or the date of the
last update to this Section of the Terms of the Service, whichever is later, you have the right to opt out of the arbitration and
class action waiver provisions of this Section by sending us written notice of your decisions at the address set forth in the
Contact Section. If you opt out of these provisions, Frame.io will also not be bound by them.
No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff
or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is
deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from
the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to
arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
Modification
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or
discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by
posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of
electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of
FRAME.IO GENERAL TERMS (2023v1) Page 11 of 13
the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to
check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes
to these Terms of Service constitutes acceptance of those changes.
Miscellaneous
Audits. If you are a Business, then we may, no more than once every twelve (12) months, upon at least seven (7) days’ prior
notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality, to
inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your
installation and use of Services comply with our Terms of Service. Additionally, you will provide us with all records and
information reasonably requested by us within thirty (30) days of our request in order for us to verify that the installation and
use of any and all Services is in conformity with your valid licenses. If the verification discloses a shortfall in conformity with
the licenses for the Services, you will immediately acquire any necessary licenses in order to remedy any such non-
conformity(ies).
Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the
Services, including use of the Site and any Applications, and supersede all prior or contemporaneous communications and
proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these
Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent
necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either
party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any
cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or
degradation.
Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except
with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without
consent.
Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and
neither party has any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing, sent to
the address listed in the Contact Section below, and will be deemed to have been duly given when received, if personally
delivered or sent by certified or registered mail, return receipt requested or the day after it is sent, if sent for next day delivery
by recognized overnight delivery service. We may notify you by your email or postal mail associated with your account,
postings within the Services, or other legally accepted means. It is your responsibility to keep your account information
current to receive notifications.
No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce
that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will
waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must
provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their
interpretation
Contact. You may contact us at the following address: Frame.io, 345 Park Avenue, San Jose, California, 95110-2704, USA,
Attention: General Counsel; and outside of North America: Frame.io, 4-6 Riverwalk, City West Business Campus, Saggart,
Dublin 24, Ireland.
The prior version of the Terms of Service, effective through April 10, 2022, is available at
https://cdn.sanity.io/files/s6lu43cv/production/a5610b189fbcd7ea5d75b247548a327e4ee181bc.pdf