FrameX

1. Definitions

The following terms have specific meanings throughout this Agreement:

• "Company," "FrameX," "we," "us," or "our" refers to Establish Properties LLC, a Tennessee limited liability company doing business as FrameX.
• "Customer," "Client," "you," or "your" refers to the individual or entity that creates an account on the FrameX platform and places orders for Services.
• "Services" refers to all photography, photo editing, virtual tours, listing media, and related deliverables provided through the FrameX platform.
• "Deliverables" refers to all photographs, images, edited photos, watermarked photos, virtual tours, and any derivative works produced by FrameX or its contractors in connection with an Order.
• "Order" refers to a specific request for Services placed by a Customer through the FrameX platform for a particular Property.
• "Property" refers to the real estate property for which Services are ordered.
• "Listing Period" refers to the period beginning on the date of the Order and ending when the Property is sold, withdrawn from market, or the listing expires on the applicable MLS or marketing platform.
• "Photographer" refers to the independent contractor assigned by FrameX to perform on-site photography for an Order.
• "Editor" refers to the independent contractor assigned by FrameX to perform post-production editing of photographs.

2. Services & Orders

FrameX provides professional real estate photography and media services through its online platform. By placing an Order, you agree to the following:

• Orders are placed through the FrameX platform and are subject to photographer availability and scheduling.
• FrameX reserves the right to assign and reassign photographers and editors at its sole discretion.
• You are responsible for ensuring property access at the scheduled time, including providing accurate lockbox codes, gate codes, or arranging to meet the Photographer on-site.
• You warrant and represent that you have proper authorization to grant access to the Property for the purpose of photography. If you are not the property owner, you represent that you have obtained the owner's consent.
• You are responsible for ensuring the Property is in the desired condition prior to the scheduled shoot. FrameX photographs the Property as-is upon arrival.
• Delivery timelines are estimated and not guaranteed. FrameX targets delivery of edited photos within 24–48 hours of the shoot but makes no binding commitment to specific turnaround times.

3. Pricing & Payment

Pricing is determined at the time of Order based on the selected package, add-on services, property square footage, and mileage from the assigned Photographer's home base.

• A deposit may be required at the time of Order placement. The remaining balance is due upon delivery of edited Deliverables.
• All prices are quoted in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.
• Payment is processed through our secure payment platform. By providing payment information, you authorize FrameX to charge the applicable fees.
• Deliverables are watermarked until full payment is received. The license granted under Section 5 does not take effect until payment is complete.
• If you fail to pay the balance within thirty (30) days of delivery, FrameX reserves the right to withhold all Deliverables, suspend your account, revoke access to any previously delivered files, and pursue collection of the outstanding amount including reasonable collection costs.

4. Cancellation Policy

FrameX strives to be flexible with scheduling changes. Our cancellation policy is as follows:

• Advance cancellations: Cancellations made before the day of the scheduled shoot will not incur any charge.
• Same-day cancellations: Cancellations made on the day of the scheduled shoot may result in the full order amount being charged, at FrameX's discretion.
• No-shows: If the Photographer arrives at the Property and is unable to gain access due to the Customer's failure to provide working access information, this is treated as a same-day cancellation.
• FrameX-initiated cancellations: FrameX reserves the right to cancel or reschedule a shoot due to inclement weather, safety concerns, or photographer availability. No charge will be applied in these cases.
• Rescheduling: Rescheduling requests are accommodated whenever possible at no additional charge, subject to photographer availability.

5. Photo Licensing Agreement

5.1 Copyright Ownership

All Deliverables produced in connection with your Order are and shall remain the exclusive copyrighted property of Establish Properties LLC (d/b/a FrameX). No transfer of copyright occurs at any point. Your Order grants you a license to use the Deliverables as described in this Section 5, not ownership of the underlying intellectual property.

5.2 License Grant

Upon receipt of full payment for an Order, FrameX grants you a:

• Non-exclusive — FrameX retains the right to use and license the same Deliverables
• Non-transferable — the license is personal to you and may not be assigned or given to any other party
• Non-sublicensable — you may not grant any third party the right to use the Deliverables
• Revocable (for cause) — FrameX may revoke this license if you violate these terms

license to use the Deliverables solely as described in Section 5.3 below.

5.3 Permitted Uses

You may use the Deliverables for the following purposes:

• Marketing and selling the specific Property photographed in the Order
• MLS listings for that Property
• Social media posts related to that Property or your real estate business
• Your personal or brokerage website in connection with that Property
• Print marketing materials (flyers, postcards, brochures, mailers) related to that Property
• After the Listing Period ends: personal and professional self-promotion, including portfolio displays, "past sales" or "sold" showcases, professional branding, and marketing of your real estate services generally
• You may crop, resize, add text overlays, apply filters, or otherwise modify the Deliverables for the above permitted uses

5.4 Prohibited Uses

• No transfers: You may not transfer, share, trade, give away, sell, assign, or otherwise provide the Deliverables to any other real estate agent, broker, brokerage, team member (unless on the same FrameX account), or any third party for any reason.
• No sublicensing or resale: You may not sublicense, resell, relicense, or distribute the Deliverables to any person or entity.
• No cross-property use: You may not use Deliverables from one Property to market, advertise, or list a different property. Each Order's Deliverables are licensed exclusively for the Property identified in that Order.
• No relisting: After the Listing Period ends, you may not use the Deliverables to relist the same Property or list it on a new MLS entry without placing a new Order.
• No watermark removal: You may not remove, obscure, crop out, or alter any FrameX watermark applied to pre-payment preview images.
• No false ownership claims: You may not claim copyright ownership of the Deliverables or register them with any copyright office.
• No unlawful use: You may not use the Deliverables in any manner that is defamatory, fraudulent, misleading, or otherwise unlawful.

5.5 FrameX Rights to Deliverables

FrameX retains full copyright and all rights not explicitly granted to you in this Agreement.

• During the Listing Period: FrameX will not license or provide the Deliverables to any third party for use in marketing competing listings of the same Property. FrameX may, however, use the Deliverables in its own portfolio, website, social media, and marketing materials to promote FrameX's services.
• After the Listing Period ends (Property sold, withdrawn, or listing expired): FrameX may use, license, sublicense, sell, or distribute the Deliverables without restriction, including but not limited to licensing to other real estate agents, brokerages, or third parties.
• Training and internal use: FrameX may use anonymized or de-identified Deliverables for internal training, quality assurance, and process improvement purposes at any time.

5.6 License Duration

• The license takes effect upon receipt of full payment for the Order.
• During the Listing Period, the full scope of permitted uses under Section 5.3 applies.
• After the Listing Period ends, the license narrows to personal and professional self-promotion only (portfolio, past sales, professional branding). Active marketing of the Property is no longer permitted.
• The narrowed self-promotion license continues indefinitely unless revoked for cause under Section 5.7.

5.7 Revocation

FrameX may revoke the license granted under this Section 5 if you materially breach any term of this Agreement, including but not limited to unauthorized transfer, sharing, or resale of Deliverables. Upon revocation:

• You must immediately cease all use of the Deliverables.
• You must delete or destroy all copies of the Deliverables in your possession or control.
• You must remove the Deliverables from all websites, social media, MLS listings, and marketing materials.
• Revocation does not entitle you to any refund of amounts paid.

5.8 Enforcement

Unauthorized use of Deliverables — including but not limited to transferring, sharing, reselling, or relisting — constitutes copyright infringement under the United States Copyright Act (17 U.S.C. § 101 et seq.). FrameX reserves the right to pursue all available legal remedies, including statutory damages, injunctive relief, and recovery of reasonable attorney's fees and costs in any successful enforcement action.

6. “Love It or It’s Free” Guarantee

FrameX stands behind the quality of its work. If you are a licensed real estate agent in the State of Tennessee and are not satisfied with the quality of the Deliverables, FrameX will, at its sole discretion, either:

1. Re-shoot the Property at no additional charge; or
2. Refund the Order in full.

This guarantee does NOT apply to:

• For Sale By Owner (FSBO) sellers
• Real estate wholesalers
• Out-of-state clients or agents not licensed in Tennessee
• Any non-licensed-agent customer

To invoke this guarantee, you must notify FrameX within seven (7) days of delivery of the Deliverables. This guarantee constitutes FrameX's sole and exclusive remedy for dissatisfaction with Deliverable quality. It does not apply to disputes arising from scheduling, access, cancellation, or other non-quality matters.

7. Liability & Warranties

7.1 Property Damage

Photographers engaged by FrameX are independent contractors, not employees. FrameX does not carry general liability insurance for on-site photography activities. FrameX is not liable for any property damage that may occur during a photography shoot. Customers and property owners should ensure their own property, homeowner's, or renter's insurance is current and adequate.

7.2 Photo Accuracy

Deliverables are a professional representation of the Property as it existed at the time of the shoot. FrameX does not warrant that Deliverables represent the current condition of the Property after the shoot date. Standard post-production editing — including color correction, brightness adjustment, sky replacement, lens distortion correction, and object removal at the Customer's request — is not considered misrepresentation of the Property.

7.3 Delivery Timeline

FrameX targets delivery within 24–48 hours of the shoot. This is an estimate, not a guarantee. FrameX shall not be liable for any damages, lost listings, or missed deadlines arising from delays in delivery.

7.4 Limitation of Liability

To the maximum extent permitted by law, FrameX's total aggregate liability for any and all claims arising out of or related to an Order shall not exceed the total amount paid by the Customer for that specific Order.

7.5 Exclusion of Consequential Damages

In no event shall FrameX be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost sales, lost commissions, missed listing opportunities, damage to reputation, or loss of data, regardless of the cause of action or the theory of liability, even if FrameX has been advised of the possibility of such damages.

7.6 Disclaimer of Warranties

Services and Deliverables are provided "as is" and "as available." Except for the satisfaction guarantee described in Section 6, FrameX makes no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Account & Data

• Your FrameX account is protected by a password that you create. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
• You agree to notify FrameX immediately of any unauthorized use of your account.
• FrameX collects and processes personal data (name, email, phone number, brokerage affiliation, property addresses) solely for the purpose of providing Services and communicating with you about your Orders.
• Deliverables are stored on FrameX's secure cloud infrastructure. While FrameX takes reasonable precautions to protect stored data, FrameX is not responsible for your failure to download and maintain your own backup copies of Deliverables.
• FrameX may send you transactional communications (order confirmations, delivery notifications, payment receipts) and occasional marketing communications. You may opt out of marketing communications at any time.

9. Prohibited Conduct

In addition to the prohibited uses described in Section 5.4, you agree that you will not:

• Solicit FrameX contractors: You shall not directly hire, solicit, engage, or contract with any FrameX photographer or editor for photography, editing, or related services outside the FrameX platform. This restriction applies during the term of your account and for twenty-four (24) months after the contractor's last shoot or editing assignment completed through FrameX. Violation of this provision entitles FrameX to liquidated damages equal to the greater of $5,000 or the total fees that would have been charged through the FrameX platform for the diverted work.
• Abuse the platform: You shall not reverse-engineer, decompile, scrape, data-mine, or attempt to extract source code or data from the FrameX platform.
• Misrepresent identity: You shall not create accounts under false identities, impersonate another person, or provide inaccurate account information.
• Interfere with operations: You shall not take any action that interferes with, disrupts, or places an unreasonable burden on the FrameX platform or its infrastructure.
• Unlawful use: You shall not use the FrameX platform or Deliverables for any purpose that violates applicable local, state, or federal law.

10. Termination

• Either party may terminate the customer relationship at any time by providing written notice (email is sufficient).
• FrameX may immediately suspend or terminate your account without notice if you violate any provision of this Agreement, including unauthorized transfer or resale of Deliverables.
• Upon termination, any outstanding balances remain due and payable.
• Termination does not affect licenses already granted for fully paid Orders. Those licenses continue as described in Section 5.6.
• The following sections survive termination: Section 5 (Photo Licensing Agreement), Section 7 (Liability & Warranties), Section 9 (Prohibited Conduct, including the non-solicitation period), Section 11 (Governing Law & Disputes), and Section 12 (Miscellaneous).

11. Governing Law & Disputes

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-law principles.

11.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If a dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration.

11.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the State of Tennessee under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Attorney's Fees

In any arbitration or legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party.

11.5 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class action, collective action, or representative action.

12. Miscellaneous

12.1 Entire Agreement

This Agreement, together with any Order-specific terms presented at the time of purchase, constitutes the entire agreement between you and FrameX with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

12.2 Amendments

FrameX reserves the right to modify these Terms & Conditions at any time. Updated terms will be posted on this page with a revised "Last Updated" date. Your continued use of the FrameX platform after any such changes constitutes your acceptance of the new terms. For material changes, FrameX will make reasonable efforts to notify you via email or platform notification.

12.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

12.4 No Waiver

The failure of FrameX to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by FrameX.

12.5 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without FrameX's prior written consent. FrameX may assign this Agreement freely, including in connection with a merger, acquisition, sale of assets, or by operation of law.

12.6 Force Majeure

FrameX shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, pandemic, government orders, power outages, internet service disruptions, or labor disputes.

12.7 Independent Contractors

Photographers and editors engaged by FrameX are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between you and any FrameX contractor.

12.8 Contact Information

For questions about these Terms & Conditions, please contact us:

• Establish Properties LLC (d/b/a FrameX)
• Email: support@framex.media
• Website: framex.media