Terms of Service

1. Who we are and what this covers

These Terms of Service (the "Terms") are a binding agreement between you and [LEGAL ENTITY NAME], a Nevada limited liability company doing business as DropFrame and Momentous ("DropFrame," "we," "us"). They govern your access to and use of dropframe.ai, the DropFrame skills and workflows (the "Drops"), the hosted DropFrame server and connection that delivers rendering, rate cards, benchmarks, job records and related tools to AI clients (the "DropFrame Connection"), The Lab community, and any related content, documentation and services (together, the "Service").

By creating an account, purchasing a membership, installing a Drop, connecting the DropFrame Connection to any AI client, or otherwise using the Service, you agree to these Terms, our Privacy Policy, Refund & Guarantee Policy, Acceptable Use Policy and Disclaimers, each of which is incorporated by reference. If you do not agree, do not use the Service.

2. Eligibility

The Service is a business tool for professionals and companies. You may use it only if you are at least 18 years old and able to form a binding contract. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" means both you and the entity. The Service is not directed to children and we do not knowingly collect information from anyone under 18.

3. Accounts and membership

Membership is purchased and managed through our community platform (currently Heartbeat) and billed through its payment processor (currently Stripe). Your membership tier (Solo, Pro, Studio, Agency or any successor tier) determines which Drops, seats and community spaces you can access. The email address on your membership is the key that the DropFrame Connection uses to verify your entitlement; you are responsible for keeping it current and for all activity under your account and seats. Keep your credentials confidential and notify us promptly at hello@dropframe.ai of any unauthorized use.

Seats on Studio and Agency plans may be assigned only to people who work for or with your organization. You are responsible for the conduct of every seat holder under your plan. Seats may be reassigned, but not shared concurrently by more than one person.

4. Subscriptions, billing and automatic renewal

4.1 Recurring charges

Memberships are sold as recurring subscriptions. By subscribing, you authorize us (through our payment processor) to charge your payment method the then-current price for your plan at the start of each billing period (monthly or annual) until you cancel. Your subscription renews automatically at the end of each period unless you cancel before the renewal date.

4.2 How to cancel

You can cancel at any time from your membership settings in the community platform, or by emailing hello@dropframe.ai from the email address on the account. Cancellation takes effect at the end of the current billing period; you keep access until then. We do not prorate partial periods except where required by law or stated in the Refund & Guarantee Policy.

4.3 Founding rate

If you joined at a founding or promotional rate, that rate continues for as long as your subscription remains continuously active on the same plan. Cancelling, lapsing for non-payment, or downgrading ends the founding rate, and re-subscribing later will be at then-current pricing.

4.4 Price changes

We may change prices for new subscribers at any time. For existing subscribers, we will give at least 30 days' notice by email before a price change takes effect on your next renewal. If you do not agree, cancel before the renewal date.

4.5 Taxes, failed payments and chargebacks

Prices exclude taxes; you are responsible for any sales, use, VAT, GST or similar taxes, which we may collect where required. If a payment fails, we may retry it, suspend access until it succeeds, and cancel the subscription after repeated failures. If you initiate a chargeback instead of contacting us, we may suspend the account while it is investigated and recover any amounts owed.

4.6 Free offerings

Free Drops, trials and the public skill are provided without charge, may be limited in features, and may be changed or withdrawn at any time.

5. Cancellation and what happens to your data

When your subscription ends, the DropFrame Connection stops responding to your account, and community access for your tier ends. Files you already rendered and downloaded are yours and are unaffected. You may export your job records for 30 days after cancellation; after that we may delete them in accordance with our Privacy Policy. We may also suspend or terminate your access immediately for material breach of these Terms or the Acceptable Use Policy, for non-payment, or where required by law.

6. Refunds and the Send-It Guarantee

Except as expressly stated in the Refund & Guarantee Policy or required by applicable law, all fees are non-refundable. The Send-It Guarantee is the only money-back guarantee we offer, and its conditions are set out in that policy.

7. Your content

7.1 You own it

You retain all rights in the briefs, treatments, rate cards, crew lists, bids, client information, voice samples, uploads and other material you submit to the Service ("Your Content"), and in the outputs the Drops generate from it to the extent they are protectable ("Outputs"). As between you and us, Outputs are yours, subject to the rights of third parties and the limits in Section 8.

7.2 The license you give us

So that we can operate the Service, you grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, render, display and create derivative works of Your Content solely to provide, maintain, secure and improve the Service for you and as described in the Privacy Policy. This license ends when you delete the content or your account, except for backups retained for a limited period and copies we must keep by law.

7.3 No training on your content

We do not use Your Content or your Outputs to train machine-learning models, and we do not sell them. Benchmarks and category-level statistics we publish or use inside the Service are aggregated and de-identified so they cannot be traced to you or your clients.

7.4 Your responsibilities

You are responsible for Your Content and for having the rights and permissions needed to submit it, including any client or talent information, music, imagery and confidential material. You must not submit content that violates the Acceptable Use Policy or any third party's rights.

7.5 Confidentiality of your job records

We treat Your Content and job records as your confidential information. We will not disclose them to third parties except to our subprocessors under written confidentiality obligations, as required by law, or with your permission.

8. AI-generated outputs: verify before you rely

The Drops produce drafts and calculations with the help of artificial intelligence, operating through an AI client you supply (for example Claude, ChatGPT, Cursor or Grok). AI systems can be wrong, incomplete, out of date or inconsistent. Treatments, bids, budgets, call sheets, onboarding documents, diagnoses and every other Output are starting points that require your professional review. You are solely responsible for reviewing, editing and approving Outputs before sending them to a client, crew or anyone else, and for every price, commitment, schedule, safety instruction and legal term they contain. Outputs are not legal, financial, tax, accounting, insurance or safety advice. See the Disclaimers.

Because similar prompts can produce similar results, Outputs may not be unique to you and we make no promise that any Output is free of third-party rights.

9. Third-party platforms and your own AI subscription

The Service works alongside products we do not control, including AI clients (Claude, ChatGPT, Cursor, Grok, Claude Code and others that support the Model Context Protocol), our community platform, our payment processor, and any tools you connect for data or export. Your use of those products is governed by their own terms and privacy policies, and you are responsible for maintaining your own accounts and subscriptions with them. We are not responsible for their availability, output, pricing, data handling or changes, and a change by a third party that affects the Service is not a breach of these Terms. Product names are trademarks of their respective owners and their use does not imply endorsement.

10. License to the Service and restrictions

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Drops and access the DropFrame Connection for your internal business purposes during your subscription. The Drops, the DropFrame Connection, our prompts, templates, benchmarks, instructions, documentation, designs, curriculum and the structure of the Service are our proprietary material and are protected by copyright, trade-secret and other laws.

You may build on the Service, for example by writing your own skills or workflows that call the DropFrame Connection, for use by you and your seat holders. You may not: (a) copy, redistribute, publish, resell, sublicense, rent or lease the Drops, prompts, templates, curriculum or any part of the Service; (b) extract, scrape or systematically retrieve our prompts, instructions, benchmarks or data; (c) reverse engineer or attempt to derive the source, prompts or logic of the Service except where the law expressly permits; (d) use the Service to build or train a competing product; (e) circumvent entitlement checks, rate limits, seat limits or security; (f) share one seat among multiple people; or (g) remove proprietary notices. Rights not expressly granted are reserved.

11. The Lab community

The Lab is hosted on a third-party community platform and is included with certain tiers. Content you post there is visible to other members. You grant us and other members a license to view and, within the community, share what you post. Keep what other members share in confidence; do not screenshot, republish or repost members' work, rate cards, client names or discussions outside the community without their permission. The community platform's own terms also apply. We may moderate, remove content, and remove members who breach these Terms or the Acceptable Use Policy. Curriculum, office-hour recordings and member-only material are licensed to you for personal use during your membership only.

12. Drops, roadmap and changes to the Service

We release new Drops on a regular cadence and let members vote on priorities. Roadmaps, votes, "coming soon" labels and release months are statements of intent, not commitments, and are not part of the basis on which you purchase. We may add, change, pause or retire features and Drops, change supported AI clients, and update the Service at any time. We will try to give reasonable notice before removing a feature that materially reduces the value of a paid tier, and you may always cancel under Section 4.2. Some features may be labeled beta or preview and are provided without warranty of any kind.

13. Feedback

If you send ideas, suggestions, votes or feedback, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation. We are under no obligation to use them or keep them confidential.

14. Disclaimer of warranties

THE SERVICE, THE DROPS, THE DROPFRAME CONNECTION, THE LAB AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT OUTPUTS WILL BE ACCURATE OR SUITABLE, OR THAT YOU WILL WIN ANY BID, CLIENT OR REVENUE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE MAY NOT APPLY TO YOU.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL DROPFRAME, ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR CLIENTS, LOSS OF DATA, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD OR WILLFUL MISCONDUCT.

16. Indemnification

You will defend, indemnify and hold harmless DropFrame and its affiliates, owners, officers, employees and contractors from and against any claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content; (b) your use of Outputs, including any bid, contract, schedule, safety instruction or client deliverable based on them; (c) your breach of these Terms or any policy; (d) your violation of law or of any third party's rights; or (e) the acts of your seat holders. We may assume the exclusive defense of any matter subject to indemnification, in which case you will cooperate with us.

17. Dispute resolution: informal resolution, arbitration and class waiver

17.1 Talk to us first

Before starting any formal proceeding, you agree to send a written notice of dispute to legal@dropframe.ai describing the issue and the relief you want, and we will do the same to your account email. The parties will try in good faith to resolve the dispute within 60 days of the notice. Any limitation period is tolled during this period.

17.2 Binding arbitration

If the dispute is not resolved informally, you and DropFrame agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, if applicable), rather than in court, except as stated in 17.4. The Federal Arbitration Act governs this section. The arbitrator will apply Nevada law, may award any relief a court could award to the individual party, and will issue a reasoned written decision. The seat of arbitration is Clark County, Nevada; hearings may be conducted by video, and for claims under US$25,000 either party may elect a documents-only arbitration. Each party bears its own fees except as the AAA rules or applicable law provide otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class action and jury trial waiver

YOU AND DROPFRAME EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims of different parties or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court under Section 18 and be severed from any claims that remain in arbitration.

17.4 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual property or prevent unauthorized access to or misuse of the Service.

17.5 30-day opt-out

You may opt out of this arbitration agreement by emailing legal@dropframe.ai with the subject line "Arbitration opt-out," your name and the account email, within 30 days after you first accept these Terms. Opting out does not affect any other provision.

17.6 Mass arbitration

If 25 or more similar demands are filed by or with the assistance of the same counsel, the parties agree to the AAA's mass-arbitration procedures, including bellwether proceedings, and any limitation period is tolled while they are pending.

18. Governing law and venue

These Terms and any dispute are governed by the laws of the State of Nevada and applicable U.S. federal law, without regard to conflict-of-laws rules. Subject to Section 17, the state and federal courts located in Clark County, Nevada have exclusive jurisdiction, and you consent to personal jurisdiction there. Nothing in this section deprives you of mandatory consumer protections of the jurisdiction where you live, if any apply.

19. Copyright complaints (DMCA)

We respect intellectual property and respond to notices that comply with the Digital Millennium Copyright Act. Send notices to our designated agent at legal@dropframe.ai or by mail to [LEGAL ENTITY NAME], Attn: Copyright Agent, [MAILING ADDRESS], Las Vegas, Nevada [ZIP], including: identification of the work and the infringing material with enough detail to locate it; your contact information; a statement of good-faith belief that the use is unauthorized; a statement under penalty of perjury that the notice is accurate and you are authorized to act; and your physical or electronic signature. We may remove material, forward notices to the poster, and terminate repeat infringers. Counter-notices may be sent to the same address.

20. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least 14 days' notice by email or an in-Service notice before they take effect; other changes are effective when posted with a new "Last updated" date. Your continued use after the effective date is acceptance. If you do not agree, cancel before then. Changes to Section 17 do not apply to disputes for which either party has already given notice.

21. General

• Entire agreement. These Terms and the incorporated policies are the complete agreement between you and DropFrame about the Service and supersede prior agreements. Terms on your purchase order or elsewhere do not apply.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets.
• Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.
• No waiver. Our failure to enforce a provision is not a waiver.
• Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, including outages at third-party AI, hosting, community or payment providers.
• Export and sanctions. You may not use the Service where prohibited by U.S. export or sanctions laws, and you represent you are not on any restricted-party list.
• Notices. We may notify you by email to your account address or through the Service. Notices to us go to legal@dropframe.ai or [LEGAL ENTITY NAME], [MAILING ADDRESS], Las Vegas, Nevada [ZIP].
• Survival. Sections 5 to 8, 10, 13 to 19 and 21 survive termination.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.
• Headings and language. Headings are for convenience. These Terms are written in English, which controls over any translation.

22. Contact

[LEGAL ENTITY NAME] (DropFrame / Momentous)
[MAILING ADDRESS], Las Vegas, Nevada [ZIP]
General: hello@dropframe.ai · Legal: legal@dropframe.ai · Privacy: privacy@dropframe.ai