NewFrame

NewFrame Terms of Use

Effective Date: May 7, 2025

1. Introduction & Acceptance of Terms

Welcome to NewFrame! These Terms of Use ("Terms") govern your access to and use of the NewFrame website(s) (including newframe.ai and app.newframe.ai), our generative-AI ad studio, and all related tools, applications, software, and services (collectively, the "Services") provided by DreamBox Research Inc., a Delaware C-Corp ("NewFrame," "we," "us," or "our").

By accessing, browsing, registering for, or using our Services in any manner, you, whether as an individual or on behalf of an entity you represent ("you" or "your"), acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "you" or "your" shall refer to such entity.

2. Changes to These Terms

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. NewFrame reserves the right, in its sole discretion, to modify or replace these Terms at any time. If we make material changes, we will provide you with notice, such as by sending an email to the address associated with your account, posting a notice on our website, or providing an in-app notification, at least thirty (30) days before the changes become effective. We will also update the "Effective Date" at the top of these Terms.

Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. It is your responsibility to review these Terms periodically for updates.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

3. Privacy Policy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, share, and protect your personal information in connection with your use of the Services. By using the Services, you agree to the collection and use of information in accordance with our Privacy Policy, which is an integral part of these Terms. Please review it carefully.

4. The NewFrame Services

NewFrame provides a generative-AI powered ad studio designed to help brands and creators generate static and video advertising assets, and other creative content, efficiently. The Services include a suite of web-based tools and features, which may evolve over time, such as:

  • Generation of static ads, video ads, and carousel ads.

  • Brand analysis capabilities, including analysis based on your provided URLs.

  • Creation of "Brand Characters" – synthetic spokespersons based on parameters you define or assets you provide.

  • Product knowledge ingestion ("Add Your Product") to inform AI generation.

  • Moodboard creation and in-browser editing tools.

  • Insights into competitor advertising (utilizing legitimate third-party APIs).

  • Creative rewriting and repurposing functionalities.

  • Access to "Madison," our LLM-powered agent designed to assist with and automate creative pipeline tasks.

The Services offer different user experiences, including a "Tools-First" approach where you manually combine features, and an "Agent-Led" approach where our AI agent, Madison, may manage parts of the creative process. The Services are driven by artificial intelligence and machine learning technologies, which are constantly evolving. As such, the features, functionalities, and appearance of the Services may change over time, at our discretion.

5. Account Registration & Security

To access and use most features of the Services, you must register for an account ("Account"). When you create an Account, you agree to:

  • Provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data").

  • Maintain and promptly update your Registration Data to keep it true, accurate, current, and complete.

  • Not select or use as your NewFrame credentials (e.g., username) a name that you do not have the right to use, or another person's name with the intent to impersonate that person.

  • Not transfer your Account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract. If you are not of legal age to form a binding contract (in many jurisdictions, this is 18 years old), you may only use the Services if you have received permission from your parent or legal guardian, and your parent or legal guardian has agreed to these Terms on your behalf. Our Services are not directed to children under the age of 13, and we do not knowingly collect personal information from children under 13. If you are under 13 years of age, you are not authorized to use the Services.

You are solely responsible for maintaining the confidentiality of your Account credentials (including your username and password) and for all activities that occur under your Account. You agree to notify us immediately at team@newframe.ai of any unauthorized use of your Account or any other breach of security. NewFrame will not be liable for any loss or damage arising from your failure to comply with these security obligations.

6. Your Use of the Services

Subject to your compliance with these Terms, NewFrame grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for your personal or internal business purposes, as permitted by the features of the Services and your subscription tier.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all your activity in connection with the Services. You agree not to (and will not permit any third party to):

  • Use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • Use the Services in any manner that violates the terms of service or policies of any third-party platform or service integrated with or used in conjunction with NewFrame, including but not limited to social media advertising platforms (e.g., Facebook, Google, TikTok, X) when using any auto-publishing or integration features.

  • Engage in any activity or upload, post, share, store, generate, or otherwise provide through the Services any content or material (including "User Submissions" and AI-generated "Outputs," as further defined herein) that:

    • Is illegal, fraudulent, deceptive, or misleading.

    • Is hateful, defamatory, discriminatory, threatening, harassing, abusive, obscene, pornographic, or otherwise objectionable.

    • Infringes, violates, or misappropriates any third party's intellectual property rights (including copyrights, trademarks, patents, trade secrets) or other proprietary rights (including rights of publicity or privacy).

    • Exploits or harms minors in any way.

    • Promotes or facilitates the generation or dissemination of misinformation, disinformation, or "fake news."

    • Impersonates any person or entity, including any of our employees or representatives, or creates synthetic representations of real individuals ("deepfakes") without their explicit, verifiable consent, particularly in the context of creating Brand Characters or training models on personal images.

    • Involves uploading, training models on, or processing prohibited data types, including but not limited to government-issued facial identification datasets, sensitive medical imagery without explicit consent and legal compliance, personal biometric data (unless explicitly provided by you for a specific, consented feature and in compliance with applicable laws), or imagery of children in violation of applicable laws (such as COPPA).

  • Violate the security of any computer network, or crack any passwords or security encryption codes; run Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure).

  • "Crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means), except as expressly permitted through APIs or features provided by NewFrame.

  • Decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code, underlying ideas, algorithms, structure, or organization of or relating to the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.

  • Copy, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any part of the Services or Content not owned by you, except as expressly permitted by these Terms or the functionality of the Services.

NewFrame has the right, but not the obligation, to monitor your use of the Services and to investigate any alleged violations of these Terms. We reserve the right, in our sole discretion, to suspend or terminate your access to the Services, remove any content, or take other appropriate action if we believe you have violated these Terms or any applicable law or regulation, or if your use of the Services poses a risk to us, our users, or third parties.

7. Content & Intellectual Property Rights

7.1. Your Content (User Uploads)

As between you and NewFrame, you retain ownership of all intellectual property rights in the pre-existing materials you upload, post, share, store, or otherwise provide to the Services, such as your brand logos, product photos, brand style documents, mood boards, and any other text, images, videos, or data ("User Submissions").

To enable us to operate and provide the Services, you grant NewFrame a worldwide, non-exclusive, royalty-free, sublicensable (solely to our service providers as necessary), and transferable license to use, host, store, reproduce, modify (e.g., for formatting or technical adaptation), process, create derivative works (solely as necessary to provide the Services to you, such as generating AI outputs based on your inputs), display, perform, and distribute your User Submissions. This license is solely for the limited purposes of:

  • Operating, providing, maintaining, and improving the Services for you;

  • Enabling features you choose to use (e.g., training AI models specifically for your Account based on your User Submissions, generating ads based on your product information);

  • Personalizing your experience within the Services; and

  • Complying with legal obligations or enforcing these Terms.

This license terminates when you delete your User Submissions or your Account, except to the extent your User Submissions have been shared with others and they have not deleted them, or for our internal archival, backup, or legal compliance purposes where deletion is not immediately feasible (in which case, they will be deleted in due course according to our data retention policies).

You represent and warrant that: (i) you own all rights in and to your User Submissions or, alternatively, you have obtained all necessary rights, licenses, consents, and permissions to grant NewFrame the license described above and to submit your User Submissions to the Services without infringing, violating, or misappropriating any third-party rights (including intellectual property rights, privacy rights, or publicity rights); and (ii) your User Submissions and NewFrame's use of your User Submissions as contemplated by these Terms will not violate any law or regulation. You are solely responsible for all your User Submissions.

7.2. AI-Generated Content (Outputs)

The Services allow you to generate new content, such as images, videos, text, and other advertising assets, using our AI-powered tools ("Outputs"). Subject to your compliance with these Terms and any applicable subscription limitations, and acknowledging the nature of generative AI, NewFrame assigns to you any rights it may have in the specific Outputs you generate and download through the Services.

You acknowledge and agree to the following regarding Outputs:

  • Nature of Generative AI: Outputs are generated by AI models which are trained on vast amounts of data. While the specific Output you generate is unique to your prompt and inputs, similar Outputs may be generated for other users or by other AI systems if they use similar prompts or inputs.

  • No Guarantee of Copyright Exclusivity: Due to the nature of AI-generated content, NewFrame cannot and does not guarantee that your Outputs will be eligible for copyright protection or that they will be unique or free from similarity to content created by others (including other NewFrame users or third-party AI services). The registrability and enforceability of copyright in AI-generated content can vary by jurisdiction and is subject to evolving legal interpretations.

  • Underlying Model Constraints: Your rights in Outputs may be subject to the terms and conditions of the underlying AI models or technologies used to generate them, which may be provided by third parties (e.g., OpenAI). NewFrame will endeavor to inform you of any material restrictions passed down from such third-party providers that affect your use of Outputs, but it is your responsibility to ensure your use complies with all applicable constraints. The system may automatically reject prompts or refuse to generate content that violates known restrictions of underlying models.

  • Responsibility for Use: You are solely responsible for your use of Outputs, including ensuring that such use does not infringe upon the intellectual property rights, publicity rights, privacy rights, or any other rights of any third party, and complies with all applicable laws and regulations. This includes, for example, ensuring that any "Brand Character" you create or use does not unlawfully use the likeness of a real person without their explicit consent.

  • No Infringement by NewFrame: You agree that NewFrame has no liability for any claims arising from your use of Outputs, including claims of infringement, defamation, or violation of publicity or privacy rights.

  • Commercial Use: Subject to these Terms and any specific restrictions, you are generally permitted to use Outputs for commercial purposes. However, you bear full responsibility for such commercial use.

7.3. NewFrame's Intellectual Property

Except for your User Submissions and the rights assigned to you in Outputs as described above, NewFrame and its licensors exclusively own all right, title, and interest in and to the Services, including all associated software, code, algorithms, user interface designs, graphics, text, documentation, our "Madison" AI agent concept and persona, the NewFrame name, trademarks, logos, and any and all underlying AI models, system prompts, and proprietary methodologies developed or used by NewFrame (collectively, "NewFrame IP"). The NewFrame IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You agree not to copy, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the NewFrame IP except as expressly permitted by these Terms or the functionality of the Services.

7.4. Feedback

We welcome and encourage you to provide feedback, comments, suggestions, and ideas for improvements to the Services ("Feedback"). You may submit Feedback by emailing us at team@newframe.ai or through other channels we may make available. If you provide us with any Feedback, you hereby grant NewFrame a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, incorporate, modify, commercialize, and otherwise exploit the Feedback in any way and for any purpose, including in connection with the Services and our other products and services, without any obligation or compensation to you.

8. Fees, Payments, and Subscriptions

8.1. Paid Services

Access to certain features of the Services may be free, while others may require payment ("Paid Services"). We offer a freemium trial, various subscription tiers (which may be billed on a monthly or annual basis), and a system of credits that may be consumed for certain generation activities (e.g., video rendering minutes). Details of current subscription plans, features, and pricing are available on our pricing page (Available on app.newframe.ai) or as otherwise communicated to you within the Services.

8.2. Billing

We use third-party payment processors, such as Stripe and/or PayPal ("Payment Processors"), to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. By submitting your payment information, you authorize us, through our Payment Processor, to charge all sums due for your chosen Paid Services to your designated payment method. We are not responsible for errors by the Payment Processor.

8.3. Automatic Renewal

Unless you cancel your subscription before the end of the then-current subscription period, your subscription for Paid Services will automatically renew for successive periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. You authorize us to charge your payment method for the renewal term. You can manage or cancel your subscription through your Account settings or by contacting us at team@newframe.ai. If you cancel your subscription, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires.

8.4. Refunds

We offer a 14-day money-back guarantee on your first subscription purchase. If you are not satisfied with the Paid Services, you may request a full refund within 14 days of your initial purchase by contacting team@newframe.ai. After this 14-day period, or for subsequent renewals, payments are generally non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused credits, except as required by applicable law or as otherwise determined by us in our sole discretion.

8.5. Price Changes

NewFrame reserves the right to change the fees for its Paid Services at any time. We will provide you with reasonable prior notice of any price changes, typically at least 30 days, by posting the new prices on our website or sending you an email notification. If you do not agree to the price change, you must cancel your subscription before the change takes effect. Your continued use of the Paid Services after the price change becomes effective constitutes your agreement to pay the changed amount.

8.6. Taxes

All fees are exclusive of applicable national, provincial, state, local or other taxes, unless otherwise stated. You are responsible for paying all such taxes or duties associated with your purchase of Paid Services. If we are obligated to collect or pay taxes, the taxes will be invoiced to you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

9. Third-Party Services and APIs

The Services may integrate with or allow you to access and use services, websites, AI models (e.g., OpenAI API), APIs (e.g., Facebook Ads API, Google Ads API in the future), and content from third parties ("Third-Party Services"). Your use of any Third-Party Services is subject to the terms and conditions and privacy policies of the applicable third-party provider.

NewFrame does not control, endorse, or assume any responsibility for any Third-Party Services, their content, functionality, security, or practices. You acknowledge and agree that NewFrame will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Services. We encourage you to be aware when you leave our Services and to read the terms and conditions and privacy policy of each Third-Party Service that you visit or utilize.

10. Copyright Policy (DMCA)

NewFrame respects the intellectual property rights of others and expects its users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), we will respond expeditiously to claims of copyright infringement committed using the NewFrame Services that are reported to our Designated Copyright Agent, identified below.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent. Upon receipt of the Notice as described below, NewFrame will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

DMCA Notice of Alleged Infringement ("Notice")

  1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.

  2. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Services where such material may be found.

  3. Provide your mailing address, telephone number, and, if available, email address.

  4. Include both of the following statements in the body of the Notice:

    • "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."

    • "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

  5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to NewFrame's Designated Copyright Agent:

Legal Department (Copyright Agent)
DreamBox Research Inc.
8 The Green, Suite B
Dover, DE 19901, USA
Email: team@newframe.ai (with subject line "DMCA Takedown Request")

Counter-Notice Procedure

If you believe that your material that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material, you may send a counter-notice containing the following information to the Copyright Agent:

  1. Your physical or electronic signature.

  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled.

  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material.

  4. Your name, address, telephone number, and e-mail address, and a statement that you consent to the jurisdiction of the federal court in Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, NewFrame may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NewFrame's sole discretion.

11. Term and Termination

Term: These Terms commence on the date you first accept them (e.g., by creating an Account or using the Services) and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this section.

Termination by You: You are free to stop using the Services at any time. You may terminate your Account and these Terms by contacting us at team@newframe.ai or through your Account settings, if such functionality is available. Please refer to our Privacy Policy and Section 7 (Content & Intellectual Property Rights) regarding how we treat your information after you have stopped using our Services.

Termination or Suspension by NewFrame: NewFrame may, in its sole discretion, suspend or terminate your access to or use of the Services or your Account, and terminate these Terms, at any time and for any reason, including, but not limited to:

  • If you breach any provision of these Terms.

  • If you fail to make timely payment for any Paid Services.

  • If we are required to do so by law (e.g., where the provision of the Services to you is, or becomes, unlawful).

  • If our provision of the Services to you is no longer commercially viable.

  • For conduct that we determine, in our sole discretion, is harmful to other users, NewFrame, or third parties, or for any other reason we deem necessary.

We will endeavor to provide you with notice of termination or suspension where practicable, but we reserve the right to do so without prior notice if circumstances warrant.

Effect of Termination: Upon termination of these Terms or your Account for any reason:

  • Your right to access and use the Services will immediately cease.

  • We may delete your Account and all associated User Submissions and Outputs from our live databases, subject to our data retention policies and legal obligations. NewFrame will not have any liability whatsoever to you for any suspension or termination, including for deletion of your User Submissions or Outputs.

  • Any provisions of these Terms that, by their nature, should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

  • If you have a subscription, you will not be entitled to any refund for any prepaid fees, except as expressly stated in our refund policy (Section 8.4) or as required by applicable law.

12. Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEWFRAME AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE "NEWFRAME PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE NEWFRAME PARTIES MAKE NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OR OUTPUTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OUTPUTS, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

ANY MATERIAL OR OUTPUTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEWFRAME OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ACKNOWLEDGE THAT THE SERVICES RELY ON COMPLEX AI MODELS AND ALGORITHMS, AND THE OUTPUTS ARE GENERATIVE IN NATURE. THEREFORE, NEWFRAME DOES NOT GUARANTEE THE UNIQUENESS, ORIGINALITY, OR LEGAL PROTECTABILITY (E.G., COPYRIGHT) OF ANY OUTPUTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NEWFRAME PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE NEWFRAME PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES OR OUTPUTS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER SUBMISSIONS, OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (V) YOUR RELIANCE ON CONTENT OR OUTPUTS MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NEWFRAME PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO NEWFRAME FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEWFRAME AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE NEWFRAME PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to indemnify, defend, and hold harmless NewFrame, its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with: (a) your access to or use of the Services or Outputs; (b) your User Submissions or any Outputs you generate or use; (c) your violation of these Terms; (d) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (e) your violation of any applicable laws, rules, or regulations.

NewFrame reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in such case, you agree to cooperate with NewFrame's defense of that claim. You agree not to settle any matter without the prior written consent of NewFrame.

15. Dispute Resolution and Governing Law

15.1. Governing Law:

These Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

15.2. Informal Dispute Resolution:

We want to address your concerns without needing a formal legal case. Before filing a claim against NewFrame, you agree to try to resolve the dispute informally by contacting team@newframe.ai. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within sixty (60) days after submission, you or NewFrame may bring a formal proceeding.

15.3. Arbitration Agreement:

You and NewFrame agree to resolve any claims relating to these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under "Exceptions to Agreement to Arbitrate" below. This includes disputes arising out of or relating to interpretation or applicability of this "Arbitration Agreement," including its enforceability, revocability, or validity. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Arbitration Rules, if applicable) then in effect. The arbitration will be held in Wilmington, Delaware, USA, or any other location we agree to.

15.4. Class Action Waiver:

YOU AND NEWFRAME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and NewFrame agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

15.5. Opt-Out Provision for Arbitration:

You can opt-out of this Arbitration Agreement. If you do so, neither you nor NewFrame can force the other to arbitrate. To opt-out, you must notify NewFrame in writing within thirty (30) days of the date that you first became subject to this arbitration provision. Your notice must include your name and residence, the email address you use for your NewFrame account, and a clear statement that you want to opt-out of this arbitration agreement. Send your opt-out notice to: DreamBox Research Inc., Attn: Arbitration Opt-Out, 8 The Green, Suite B, Dover, DE 19901, USA.

15.6. Exceptions to Agreement to Arbitrate:

Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Wilmington, Delaware, USA to resolve your claim.

15.7. Venue for Court Proceedings:

Subject to the Arbitration Agreement, if any lawsuit is permitted under these Terms, you and NewFrame agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Wilmington, Delaware, USA.

16. Miscellaneous Provisions

16.1. Entire Agreement:

These Terms, together with our Privacy Policy and any other legal notices or terms published by NewFrame on the Services or in connection with specific features or subscriptions, constitute the entire agreement between you and NewFrame concerning your use of the Services. They supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, with respect to the Services.

16.2. Assignment:

You may not assign or transfer these Terms or your rights or obligations hereunder, by operation of law or otherwise, without NewFrame's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. NewFrame may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

16.3. Severability:

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

16.4. Waiver:

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and NewFrame's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.5. Notices:

Any notices or other communications provided by NewFrame under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You may give notice to NewFrame by email to team@newframe.ai or by postal mail to DreamBox Research Inc., 8 The Green, Suite B, Dover, DE 19901, USA.

16.6. Force Majeure:

NewFrame shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond NewFrame's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.

16.7. Export Controls & Sanctions:

The Services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions. You agree to comply with all applicable export and re-export control laws and regulations. You represent and warrant that you are not (a) located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and (b) listed on any U.S. government list of prohibited or restricted parties. You may not use the Services if you are a resident of an embargoed country or a sanctioned person or entity.

16.8. Contact Information:

If you have any questions about these Terms, please contact us at:
DreamBox Research Inc.

Email: team@newframe.ai

Postal Address (Legal Domicile):
DreamBox Research Inc.
8 The Green, Suite B
Dover, DE 19901
USA