1. Applicability and authority
This Schedule supplements the Master Terms for an organization purchasing Frameleaf Services for its business or institutional purposes under an Order that expressly incorporates it. Frameleaf, Inc., a Wyoming corporation, is the supplier unless the Order expressly identifies another entity before acceptance. Frameleaf Canada Inc. is not a co-obligor merely because it supplies administrative assistance.
An authorized representative may purchase and configure the service for the organization. The organization is responsible for authorized-user administration, lawful instructions and permissions, but not for an unrelated individual’s misuse merely because that individual claims to work for it. A reseller, service bureau or multi-tenant managed offering requires a specifically authorized Order. This does not restrict lawful independent use of AGPL Library software.
2. Orders, entitlements and changes
An Order identifies services, term, commencement conditions, prices, currency, limits, billing, contacts and any additional obligations. It must state that Frameleaf does not currently host the customer’s operational Library. Backup, relay and cloud processing entitlements do not imply managed application hosting, a specific restore time, immutable records or a compliance certification.
An Order changes the standard terms only where it expressly identifies the changed provision and is accepted by both parties. Customer purchase-order boilerplate does not amend the Agreement. Changes to capacity, region, retention, support or key-recovery arrangements must be recorded with their price, effective date and effect on existing protected data. A support conversation is not a commitment to an unpriced bespoke disaster-recovery service.
3. Administration and allocation of responsibility
Customer will maintain accurate administrative, billing, privacy and incident contacts and assign appropriately limited permissions. Administrators may provision or remove users and control organization data only within their lawful authority. Removing a user does not establish that every photograph that user contributed belongs to the organization. The parties will handle disputed ownership or authority using reasonable verification and applicable law.
Customer maintains its server, device, network, lawful backups and customer-held keys unless an Order expressly allocates an additional task to Frameleaf. Frameleaf maintains its commercial infrastructure and the express security, retention and processing obligations in the Agreement. A shared-responsibility statement does not transfer responsibility for Frameleaf’s own systems to Customer.
4. Confidentiality
Each party will protect non-public information disclosed by the other that is marked confidential or reasonably understood to be confidential, including private customer content, security information, non-public commercial terms and proprietary technical materials. It will use that information only to perform or enforce the Agreement and disclose it only to people or advisers with a legitimate need and suitable confidentiality duties.
Confidential information excludes information independently developed without misuse, lawfully received without restriction, already lawfully known or made public without breach. Open-source code and legally required source disclosures are not made confidential by this Schedule. A compelled disclosure is limited to the required scope and subject to notice and reasonable protective cooperation where lawful. On request or termination, confidential material is returned or deleted subject to the agreed retention and legal-preservation rules. Trade-secret obligations survive while the information remains a trade secret; other obligations survive for five years after disclosure, and personal-data and private-content protection continues for as long as those data are retained.
5. Business payment terms
Payment terms, committed capacity and any minimum billable duration must be stated in the Order. Absent a different accepted invoice term, invoices are payable within 30 days of issue. Frameleaf will provide reasonable detail for usage charges. Customer must notify Frameleaf promptly of a good-faith dispute and pay undisputed amounts; a requested reporting period does not waive a mandatory right.
No minimum storage commitment or early-deletion fee arises solely from a supplier’s pricing. Any approved charge must explain that a billable minimum is not a promise of recoverability. Unless the Order expressly states otherwise, no automatic acceleration of future contract charges, late interest or collection surcharge is imposed by this Schedule. Applicable taxes and third-party marketplace handling follow the Billing Terms.
Ordinary nonpayment restrictions and retrieval periods follow the Backup and Billing documents. A negotiated credit arrangement may alter payment timing but cannot silently alter protected-data deletion dates. Frameleaf does not take a possessory lien over private content to obtain an undisclosed exit payment.
6. Data protection, regulated data and locations
The DPA applies to processing on Customer’s behalf. Customer must identify material regulated uses before activation. No business associate agreement, professional records-retention service, public-sector authorization or country-exclusive processing obligation is created by a generic business purchase. Any such requirement must be separately agreed and technically supported.
The Order must specify any binding storage-region commitment, distinguish payload location from account or support processing, and identify any permitted cross-border access. The subprocessor register and necessary transfer records must be completed. A provider’s certification is not represented as a Frameleaf certification.
7. Service support and projects
Ordinary support covers the purchased service within published scope. Migration assistance, bespoke connector work, custom development, forensic recovery, training and physical-media delivery require an accepted statement of work stating deliverables, dependencies, fees and acceptance criteria. Customer content remains Customer’s; intellectual-property ownership of bespoke deliverables must be expressly agreed rather than assumed.
The Optional Service Level Agreement applies only where selected in a signed Order and only to its named components. Availability measures do not create durability or restoration guarantees. An unresolved support ticket does not suspend retention expiry automatically; a required extension or preservation measure must be recorded before scheduled deletion, and Frameleaf remains responsible for remedies arising from its own service failure.
8. Frameleaf intellectual-property defense
Frameleaf will defend Customer against a third-party claim that Customer’s authorized use of Frameleaf’s proprietary Application or proprietary Service infringes that party’s patent, copyright, trademark or trade secret, and pay damages finally awarded or a settlement approved under this Section. This undertaking applies to the product supplied by Frameleaf, not ownership disputes concerning Customer Content or a claim arising solely from Customer’s requested AI output, modification, unauthorized use or combination that causes the infringement and was not supplied or required by Frameleaf.
For a potentially infringing feature, Frameleaf may obtain continued rights or modify or replace it with materially equivalent lawful functionality. If neither is reasonably available, Frameleaf may end the affected feature, provide the applicable data-export opportunity and refund unused prepaid fees. It may not delete unrelated lawful backups merely because one feature is withdrawn. This Section does not replace non-excludable marketplace or consumer obligations and does not deny applicable open-source rights.
9. Customer third-party claim defense
Customer will defend Frameleaf against a third-party claim arising from Customer’s unlawful content submission, a material violation of its content-authority warranties, or its intentional misuse of the Services, and pay damages finally awarded or an approved settlement. This obligation applies only to the extent the claim is attributable to Customer’s breach or wrongful act. It does not apply to Frameleaf’s unauthorized processing, security failure, negligence or other conduct for which Frameleaf is responsible.
This is a business-only allocation, not an indemnity imposed on individual consumers. It does not require a customer to indemnify a regulator for exercising its powers or reimburse a penalty where doing so would be unlawful.
10. Defense procedure and caps
The party seeking a defense must give prompt notice, reasonable cooperation at the defending party’s expense, and control of the defense subject to appropriate protection of the other party’s interests. Delayed notice reduces the obligation only to the extent materially prejudicial. The protected party may participate with its own counsel at its own expense, except where a material conflict reasonably requires separate counsel at the responsible party’s expense.
No settlement may admit the other party’s wrongdoing, impose a non-monetary obligation, fail to release it from the relevant claim or require payment from it without its prior written consent, not unreasonably withheld for a fully protective settlement. A defending party’s failure to act permits reasonable protective action by the other party.
Unless an expressly negotiated Order states otherwise, each party’s aggregate obligations under Sections 8 and 9 are subject to a separate bilateral indemnity cap of the greater of USD 10,000 or twice the fees paid or payable for the affected Services in the twelve months before the first claim event. The Master Terms’ non-excludable matters remain outside any cap. Direct contractual claims follow the Master Terms’ ordinary or elevated cap; there is no double recovery for the same loss. The parties must not use this cap to reduce a data subject’s mandatory transfer-clause rights.
11. Termination and transition
The term, renewal and termination rules follow the Master Terms and accepted Order. At termination, the parties will cooperate reasonably with the supported export process. Additional custom transition services may be separately priced; ordinary contracted retrieval is not retroactively charged as consulting. Confidentiality, accrued payment, claim-defense, data protection, deletion and other appropriate surviving obligations remain in force.
Annex — Business Order Form
Order identifier: ____________________. Date: ____________________.
Supplier: Frameleaf, Inc., a Wyoming corporation, 14 Wall Street, Suite 2000, New York, NY 10005, United States, unless a different supplier is expressly identified and accepted here: ____________________. Telephone: +1 (332) 287-1911.
Customer legal name and jurisdiction: ____________________. Billing address: ____________________. Authorized signatory: ____________________.
Administrative contact: ____________________. Billing contact: ____________________. Privacy contact: ____________________. Incident contact: ____________________.
Services and quantities: ____________________. No operational Library hosting is included. Start date and prerequisites: ____________________. Initial term: ____________________. Renewal: ____________________.
Fees, currency and taxes: ____________________. Invoice timing and payment terms: ____________________. Authorized overage or minimum billing: ____________________.
Backup configuration: ____________________. Processing-location and subprocessor register version: ____________________. Required transfer instrument: ____________________.
Support level: ____________________. Optional SLA activated: ____________________. Additional regulated-data agreement: ____________________.
Express variations to identified standard sections: ____________________. Additional statement of work: ____________________. Uncompleted optional fields confer no additional entitlement; mandatory service and privacy details must be completed before activation.
By signing, each representative confirms authority and acceptance of the Master Terms and identified schedules made available with this Order. Frameleaf signatory: ____________________, title ____________________, date ____________________. Customer signatory: ____________________, title ____________________, date ____________________. Electronic signatures and counterparts may be used to the extent permitted by law.