FRAME TIDE POST LLC - TERMS OF SERVICE (MASTER SERVICES AGREEMENT)

This document governs the provision of services by Frame Tide Post LLC (hereinafter, "The Provider") and the contracting entity (hereinafter, "The Client"). By subscribing to and accessing the Frame Tide Post LLC portal, the Client unconditionally accepts the following terms.


1. Nature of Service and Operational Capacity ("Lanes")


  • 1.1. Capacity Model: The monthly subscription fee ($2,299 USD or $3,799 USD) secures access to the Provider’s technological infrastructure and sequential production capacity in "Lanes". This fee does not guarantee a fixed or unlimited volume of monthly deliverables.

  • 1.2. Sequential Flow: Under the Growth Plan (1 Lane), the Provider will actively process one (1) project at a time. Under the Scale Plan (2 Lanes), up to two (2) projects will be processed simultaneously. Work on subsequent projects housed in the "Queue" will not commence until the current active project version has been delivered.

  • 1.3. Priority of Revisions: Any revision request by the Client will assume absolute priority in the corresponding Lane. Any new project that is active or in progress will be paused ("Standby" status) until the revision is completed and delivered.


2. Scope of Work and Technical Limitations


  • 2.1. Input Limits: Each individual project request is strictly limited to a maximum of twenty-five (25) total minutes of raw footage.

  • 2.2. File Limits: The maximum storage volume accepted per request shall not exceed fifty gigabytes (50 GB).

  • 2.3. Excluded Formats: Uncompressed RAW codec files (e.g., RED RAW, ARRI RAW) will be automatically rejected due to bandwidth and operational speed impacts.

  • 2.4. Resolution and Excluded Services: Maximum delivery resolutions are up to 4K. The service expressly excludes film-level color grading, complex 3D animations, and full motion graphics pieces.

  • 2.5. Excluded Categories: The Provider specializes exclusively in B2B and commercial content (e.g., Real Estate, Local Commerce, Personal Branding, Corporate Communications). Frame Tide Post LLC strictly prohibits and will not process briefs for the following content categories regardless of their raw footage length: wedding videos, feature films, long-form documentaries, and projects requiring heavy custom 3D/VFX work. Any brief submitted falling into these categories will be automatically rejected.


3. Service Level Agreements (SLA) and Turnaround Times (TAT)


  • 3.1. Initial Version: The Provider will deliver Version 1 (V1) of the project within a maximum timeframe of forty-eight (48) business hours.

  • 3.2. Revisions: Revision iterations will be delivered within a maximum timeframe of twenty-four (24) business hours following formal receipt.

  • 3.3. SLA Activation: The SLA time calculation strictly and exclusively begins the moment the project is classified as "In Production" within the Client portal.

  • 3.4. SLA Exemption: If the Client provides corrupted files, exceeds technical limits (Clause 2), or requests excluded services, delivery times are suspended until proper rectification is made.

  • 3.5. Business Hours and Holidays: For the purpose of SLA calculations, "Business Hours" are defined as 9:00 AM to 5:00 PM Eastern Time (ET), Monday through Friday. Weekends and US Federal Holidays are strictly excluded from SLA time calculations. Any project request, asset upload, or revision submitted outside of these Business Hours will be considered received at 9:00 AM ET on the following business day.


4. Operational Protocol and Client Obligations


  • 4.1. Exclusive Infrastructure: All project requests (Briefs), asset uploads, communication, and revision cycles must be imperatively executed through the designated infrastructure: The Client Portal (Softr) and the review platform (Frame.io).

  • 4.2. Asynchronous Operation: The service model is 100% asynchronous by nature. It does not include coordination calls, review meetings (Zoom/Meet), or project management via email or instant messaging applications.

  • 4.3. Official Communication Channels: In adherence to the Provider's asynchronous operational model, all administrative inquiries, strategic questions, and general support must be directed exclusively through the designated Support Module within the Client Portal. Frame Tide Post LLC does not provide customer support, project management, or status updates via direct messaging platforms (including but not limited to Slack, WhatsApp, SMS), personal social media channels, or unauthorized email threads.

  • 4.4. Support SLA: The Project Management team monitors the official Support Module strictly during established Business Hours (9:00 AM to 5:00 PM ET, Mon-Fri). The Provider commits to a standard response time of up to twenty-four (24) business hours for all inquiries submitted correctly through the official portal infrastructure.


5. Financial Terms, Pilot Week, and Cancellation


  • 5.1. Billing: Recurring subscriptions are automatically billed in advance every thirty (30) days.

  • 5.2. Pilot Week: The "Pilot Week" ($299 USD) constitutes a limited-access trial for one (1) video project including one (1) round of revision. It does not grant continuous access to the "Lanes" system capacity.

  • 5.3. Cancellation: The Client may cancel their subscription at any time prior to their next billing date. Cancellation effectively terminates the agreement and releases the allocated Lane capacity back to the Provider. No prorated refunds will be issued for contracted "Lanes" capacity not utilized during an active billing cycle.


6. Intellectual Property and Indemnification


  • 6.1. Ownership: Full intellectual property rights over the final rendered assets are transferred to the Client upon completion of payment for the corresponding cycle.

  • 6.2. Raw Material Liability: The Client warrants that they possess the necessary copyrights, distribution licenses, and image releases for all provided materials.

  • 6.3. Indemnification: The Client shall indemnify and hold Frame Tide Post LLC harmless against any litigation, claim, or legal cost arising from copyright infringement related to the provided source materials.


7. Confidentiality and Portfolio Use


  • 7.1. Confidentiality: Frame Tide Post LLC will maintain strict confidentiality regarding all raw materials and unpublished projects.

  • 7.2. Portfolio: Frame Tide Post LLC reserves the right to use segments of the completed work for exhibition in its corporate portfolio, unless the Client formally requests explicit exclusion in writing (Opt-out).


8. Relationship of the Parties


  • 8.1. Independent Contractor: Frame Tide Post LLC operates strictly as an Independent Contractor. This agreement does not establish an employment, partnership, or joint venture relationship.


9. Force Majeure and Technological Reliance


  • 9.1. Technological Exemption: Frame Tide Post LLC is exempt from strict SLA compliance in the event of delays caused by systemic failures in third-party infrastructures that support the service (including, but not limited to, Amazon Web Services, Softr, Airtable, N8N, Google Drive, Frame.io).


10. Jurisdiction and Governing Law


  • 10.1. Governing Law: This agreement shall be governed by, construed, and enforced in accordance with the state and federal laws of the State of Wyoming, United States, without giving effect to conflict of laws principles. Any legal dispute shall be resolved in the courts of said jurisdiction.


11. Non-Solicitation


  • 11.1. Anti-Poaching: The Client is strictly prohibited from attempting to hire, subcontract, or directly solicit services from any Project Manager, Senior Editor, or contractor affiliated with Frame Tide Post LLC. This restriction shall apply during the term of the subscription and for a period of twenty-four (24) months following its termination.


12. Cap on Liability


  • 12.1. Monetary Cap: In the event of operational failures, loss of data assets, or failure to meet delivery times, the maximum financial liability of Frame Tide Post LLC shall be absolutely limited to the equivalent of the monthly fee paid by the Client in the exact month of the incident.

  • 12.2. Waiver of Indirect Damages: Frame Tide Post LLC shall not be liable under any circumstances for indirect, punitive, or consequential damages, loss of profit, or loss of commercial revenue to the agency or its end clients.


13. Content Restrictions (Right of Refusal)


  • 13.1. Prohibited Content: Frame Tide Post LLC reserves the unilateral, immediate, and unappealable right to reject materials and cancel subscriptions without refund if the provided content is illegal, pornographic, promotes violence, hate speech, or violates any federal regulations of the United States.


14. Severability


  • 14.1. Remaining Validity: If a court of competent jurisdiction rules that any provision of this agreement is invalid, void, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall remain in full legal force and effect.


15. Disclaimer of Warranties


  • 15.1. "As-Is" Provision: While the Provider commits to meeting the stipulated technical parameters and turnaround times (TAT), the final service is provided "As-Is". Frame Tide Post LLC explicitly disclaims any warranty of commercial performance, Return on Investment (ROI), or fitness for a particular purpose derived from the use of the video.


16. Right to Subcontract


  • 16.1. Delegated Operation: The Client acknowledges and agrees that Frame Tide Post LLC reserves the absolute right to wholly or partially subcontract editing tasks, quality control, and operational management to independent contractors (Editors/PMs) previously vetted by the LLC and bound by confidentiality agreements of equal strictness to this document.


17. Amendments


  • 17.1. Updates: Frame Tide Post LLC reserves the right to modify these Terms, pricing, and service parameters at any time. The Client will be notified at least thirty (30) days in advance. Maintaining the subscription following notification shall constitute legal consent to the new terms.


18. Entire Agreement (Integration Clause)


  • 18.1. Integration Clause: This document constitutes the sole, complete, and exclusive agreement between the parties. It definitively supersedes and nullifies any preliminary proposal, verbal agreement, promise made in sales calls, or prior document (including copies on the website) that conflicts with the stipulations herein.

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