Photographer Master Agreement

Version 1.0 | Effective from the date you accept this agreement at signup

This Photographer Master Agreement (the "Agreement") is the contract between you, the photographer, and KLB Solutions FZCO ("Framis", "we", "us"), the operator of the Framis service at framis.app. By accepting this Agreement at signup (or on first access after a material update), you confirm you have read, understood, and agree to be bound by its terms.

This Agreement establishes the agency relationship between you and Framis at the level of your entire account. It complements three other legal documents that govern more specific aspects of the service:

(a) the Framis **Terms of Service** at framis.app/legal/terms, which governs platform use, your warranties about uploaded images, and the commission split;

(b) our **Privacy Policy** at framis.app/legal/privacy, which governs how we process your personal data and the personal data of identified infringers;

(c) the **Recovery Terms** at framis.app/legal/recovery-terms (currently v1.1), which you accept each time you approve Framis to pursue recovery on a specific match.

These four documents form the complete agreement between you and Framis. If there is any conflict between this Agreement and the Recovery Terms in respect of a specific match, the Recovery Terms apply for that match.

**1. Parties and capacity**

1.1 The parties to this Agreement are you (the photographer named on the Framis account) and KLB Solutions FZCO, a UAE Free Zone Company registered at Unit 21089-001, IFZA Business Park, DDP, Dubai, United Arab Emirates (registration DSO-FZCO-19439, trade licence 21089, TRN 104237237300003).

1.2 You warrant that you are at least 18 years old, that you have legal capacity to enter contracts, and that you are the sole copyright owner of every image you upload to Framis or that you hold a separate written authorisation from the copyright owner to upload the image and to instruct Framis to enforce on it.

1.3 Framis is the licensing operator under this Agreement. You remain the copyright owner of your work at all times.

**2. Grant of authority — what you authorise Framis to do**

By accepting this Agreement, you authorise Framis to do each of the following on your behalf, for as long as your account is active:

2.1 **Detection.** Crawl, scan, hash, embed, and index your uploaded images so that we can detect potential unauthorised use of them across the open web. Detection is automated and continuous and is the primary purpose for which we process your image data.

2.2 **Assessment.** Identify potential infringers from public sources, assemble evidence packs for each match (URL of the use, SHA-256 hash of the infringing copy at time of discovery, timestamps, and where applicable an OpenTimestamps blockchain anchor), and surface those matches to you for approval.

2.3 **Outreach as licensing operator.** Initiate, draft, dispatch, schedule, and manage all correspondence with potential infringers in respect of approved matches. Framis is the named counterparty in all outreach correspondence: emails are sent from a framis.app address, identify Framis as the licensing operator acting in your name, and present the matter as Framis pursuing a licence on your behalf. You will not be CC'd on outreach by default and Framis will not disclose your direct contact details to infringers without your explicit instruction.

2.4 **Negotiation.** Negotiate retroactive licence terms (price, scope, duration) with potential infringers within the price band set by the rate card you have configured on /photographer/settings/pricing and within the maximum settlement discount cap you have configured on /photographer/settings/recovery-tactics. Framis will not agree a licence price below your configured floor or apply a discount greater than your configured maximum without coming back to you for separate approval.

2.5 **Licence issuance.** Issue retroactive licence agreements in your name as Licensor. Each issued licence is generated as a PDF carrying the standard Framis licence terms (currently v1.0) and is logged in the public Framis licence registry at framis.app/licenses/[id].

2.6 **Payment as merchant of record.** Collect licence payments from infringers via Stripe Checkout sessions on which Framis is the merchant of record. Framis is the named counterparty on the infringer's payment receipt. Your 60% share is transferred to your Stripe Connect Express account at the moment Stripe processes the charge (as a destination charge — Framis never custodies your money). Framis retains 40% as the commission, from which Stripe's processing fees are deducted.

2.7 **Takedown notices.** Where you have separately enabled the DMCA / takedown option in your Recovery Tactics settings, file takedown notices on your behalf with the infringer's hosting provider at Stage 5 of the outreach sequence (day +35), under the applicable statutory regime (US DMCA §512, UK CDPA §97A, EU DSA notice-and-action).

**3. What you retain — your rights, ownership, and Framis's licence (none)**

3.1 You retain full copyright, moral rights, and ownership of every image you upload. Framis acquires no licence to use, display, publish, sublicense, or republish your images for any purpose other than carrying out the authorities granted in clause 2.

3.2 Framis stores your image data (originals, derived thumbnails, perceptual hashes, and embeddings) solely for detection, evidence, and licence-issuance purposes. We do not sell your image data, license it to third parties, or use it to train third-party models. We do not display your images on a public gallery without your separate opt-in.

3.3 You can delete an image from your library at any time. Deletion stops further detection on that image. Evidence already gathered in connection with active or recently-resolved matches is retained for the period required by our recordkeeping obligations (clause 9).

**4. Your warranties to Framis**

You warrant, on each upload and continuously while your account is active, that:

4.1 You are the sole copyright owner of the uploaded image, or you hold a separate written authorisation from the copyright owner that is sufficient to authorise Framis to detect, present matches for, send retroactive-licence outreach for, issue licences for, and collect payments for the image as set out in this Agreement.

4.2 Your uploads do not infringe any third-party intellectual property right, do not violate any model release or publicity right, and are not subject to an exclusive licence held by a third party that would conflict with Framis issuing retroactive licences on your behalf.

4.3 You will indemnify Framis against any third-party claim, loss, damage, cost, or expense arising directly from a breach of the warranties in clauses 4.1 and 4.2. This indemnity is uncapped only in respect of fraudulent uploads or fraudulent warranties; for honest-mistake breaches it is capped at the gross commission Framis has earned from your account in the 12 months preceding the claim.

**5. Term, termination, and at-will exit**

5.1 This Agreement is at-will and runs for as long as your Framis account is active.

5.2 You can terminate at any time by closing your account from your settings or by emailing legal@framis.app. We will close the account within 14 days.

5.3 Framis can terminate this Agreement on 14 days' written notice without cause, or immediately for cause (including but not limited to: verified ownership disputes about your uploaded images, breach of the warranties in clause 4, breach of the anti-arbitrage clause in the Terms of Service, or any conduct that exposes Framis to material legal or reputational risk).

5.4 On termination of this Agreement, the commission entitlement under the Recovery Terms continues to apply for any matches you have already approved — the Recovery Terms' Commission Period (24 months from each Approval Date) survives termination of this Agreement, as does the anti-arbitrage clause in the Terms of Service §5A.

**6. Versioning and re-acceptance**

6.1 This is version 1.0 of the Photographer Master Agreement.

6.2 Material updates to this Agreement (including any change to the scope of authority granted in clause 2, the warranties in clause 4, or the governing-law clause in clause 8) require fresh acceptance from you. You will be presented with the new version on your next access to the photographer dashboard and you must accept it before you can continue using the service.

6.3 Non-material updates (typo corrections, clarifications that do not change meaning, contact-email changes) are notice-only and do not require fresh acceptance. We will note any such change in a changelog at the bottom of the published Agreement page.

6.4 The same re-acceptance rule applies to material updates to the Terms of Service, Privacy Policy, or Recovery Terms — you will be presented with whichever document has been materially updated and asked to accept the new version before continuing.

**7. Relationship to other agreements**

7.1 This Agreement establishes the agency relationship at signup. The Recovery Terms govern per-match consent. The Terms of Service govern platform use, image warranties, and the commission split. The Privacy Policy governs data handling. The four documents are intended to be read together and to be consistent with each other.

7.2 Where this Agreement says "Framis acts in your name as licensing operator", it is describing the same arrangement that the Terms of Service describes as the commission-split agreement and that the Recovery Terms operationalises at the per-match level. None of the four documents creates a partnership, joint venture, employment relationship, or fiduciary relationship between you and Framis — Framis is your service provider, paid on the commission described in the Terms of Service §4.

**8. Governing law and jurisdiction**

8.1 This Agreement is governed by the laws of the United Arab Emirates. The courts of Dubai shall have exclusive jurisdiction over any dispute, save that Framis may bring proceedings in any jurisdiction where you reside or have assets to enforce a judgment.

8.2 This governing-law clause is consistent with §11 of the Terms of Service and §12 of the Recovery Terms.

**9. Recordkeeping**

The acceptance event for this Agreement (your account ID, the version accepted, the timestamp, your IP address, and your browser user-agent string at acceptance) is recorded in the Framis system and retained for seven years from the close of the relevant financial year, in accordance with UAE corporate tax recordkeeping requirements.

**10. Contact**

Legal and commercial enquiries: legal@framis.app. Privacy enquiries: privacy@framis.app.

Version 1.0 · Effective from acceptance · This is the initial release.