FRAMEWORK SUBSCRIBER DISCLAIMER & TERMS OF USE AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY BEFORE SUBSCRIBING.
By purchasing, subscribing, or otherwise using Framework’s services, drawings, renderings, feasibility studies, concept plans, or other deliverables (collectively, the “Deliverables”), you (“Subscriber,” “Client,” or “User”) acknowledge and agree to the following terms:

1. Conceptual Use Only

All Deliverables are provided strictly for conceptual, preliminary, and illustrative purposes only. Deliverables are not intended to be, nor shall they be construed as, construction documents, technical drawings, engineering plans, or final design documents.

2. No Building Code or Regulatory Compliance

Framework does not represent, warrant, or guarantee that any Deliverable complies with local, state, or federal building codes, including but not limited to the International Building Code (IBC), Americans with Disabilities Act (ADA), zoning codes, fire codes, energy codes, or other statutory or regulatory requirements. Subscriber is solely responsible for engaging licensed professionals to review, modify, and certify any designs for regulatory compliance.

3. No Construction or Engineering Use

Deliverables must not be used:

  • For actual construction;

  • To obtain permits;

  • As engineering, architectural, structural, mechanical, electrical, or plumbing plans;

  • Or as a substitute for services provided by licensed professionals.

Framework expressly disclaims any liability for use of Deliverables beyond their intended purpose of discussion, visualization, and exploration of conceptual design ideas.

4. Intellectual Property Ownership & Copyright

All Deliverables, including but not limited to sketches, feasibility studies, diagrams, renderings, models, images, text, concepts, software output, data, and related materials, are and shall remain the sole and exclusive intellectual property of Framework.

Deliverables are protected by United States Copyright Law (17 U.S.C. §101 et seq.) and international treaties.

Subscriber is granted a limited, non-exclusive, non-transferable license to use Deliverables solely for internal evaluation, feasibility review, investor or client presentations, and conceptual visualization.

Deliverables may not be:

  • Used for construction, permitting, or regulatory approval;

  • Reproduced, published, displayed, or distributed outside of the permitted uses above;

  • Modified or incorporated into derivative works for commercial exploitation;

  • Licensed, sublicensed, sold, assigned, or otherwise transferred.

Any unauthorized use of Deliverables, including representation as final architectural or engineering documents, constitutes copyright infringement and will be pursued under applicable law, including statutory damages and injunctive relief.

5. Proprietary Information & Trade Secrets

Subscriber acknowledges that Deliverables and any related information provided by Framework may contain proprietary methodologies, trade secrets, workflows, algorithms, data sets, and design approaches unique to Framework (“Proprietary Information”).

Subscriber agrees:

  • To treat all Proprietary Information as confidential;

  • Not to disclose Proprietary Information to any third party without Framework’s written consent;

  • Not to reverse-engineer, replicate, extract, or derive Framework’s methodologies or systems;

  • To use Proprietary Information only for Subscriber’s permitted internal purposes under this Agreement.

Any unauthorized disclosure or misappropriation of Proprietary Information constitutes a material breach of this Agreement and entitles Framework to immediate termination of subscription and pursuit of all available remedies.

6. Digital Millennium Copyright Act (DMCA) Enforcement

Framework reserves and enforces all rights under the Digital Millennium Copyright Act (17 U.S.C. §512). If Subscriber posts, publishes, or otherwise distributes Deliverables in any unauthorized manner, Framework may issue takedown notices to any third-party website, hosting provider, social media platform, or online marketplace where Deliverables appear.

Subscriber expressly waives any claim against Framework for enforcing such rights and acknowledges that repeated infringement may result in termination of subscription and liability for statutory damages under the DMCA (up to $150,000 per work infringed).

7. Refund & Cancellation Policy

All subscription fees are non-refundable, unless expressly stated otherwise in writing by Framework.

Subscriptions may be canceled by Subscriber at any time; however, no refunds shall be issued for partial billing periods, unused Deliverables, or failure to access the services.

8. Subscription Renewal & Billing Disclosure

Subscriptions renew automatically at the end of each billing cycle unless canceled by Subscriber. By subscribing, Subscriber authorizes Framework to charge the applicable subscription fees to Subscriber’s designated payment method on a recurring basis until canceled.

9. Termination & Suspension of Access

Framework may suspend or terminate Subscriber’s account and access to Deliverables immediately, without refund or liability, if Subscriber:

  • Violates any provision of this Agreement;

  • Misuses Deliverables for construction, permitting, or commercial exploitation;

  • Infringes Framework’s intellectual property rights.

Termination shall not limit Framework’s rights to seek damages, equitable relief, or enforcement of surviving provisions of this Agreement.

10. No Warranty

Framework makes no warranties, express or implied, regarding the accuracy, completeness, suitability, or fitness of Deliverables for any particular purpose. All Deliverables are provided “AS IS” and “AS AVAILABLE.”

11. Limitation of Liability

To the fullest extent permitted by law, Framework, its officers, employees, contractors, and affiliates shall not be liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of profits, delays, design errors, construction defects, regulatory rejections, or claims by third parties arising out of or in connection with the use of Deliverables.

In no event shall Framework’s total liability exceed the amount actually paid by the Subscriber for the subscription during the twelve (12) months immediately preceding the claim.

12. Subscriber Responsibility

Subscriber acknowledges and agrees that it is their sole responsibility to:

  • Retain licensed architects, engineers, and consultants for detailed design and construction services;

  • Verify all dimensions, quantities, site conditions, and regulatory requirements;

  • Ensure that any project based in part on Deliverables is compliant with all applicable laws and regulations.

13. Indemnification

Subscriber agrees to defend, indemnify, and hold harmless Framework and its affiliates from and against all claims, liabilities, damages, costs, and expenses (including attorneys’ fees) arising out of or related to:

  • Misuse of Deliverables;

  • Reliance on Deliverables for construction or regulatory submissions;

  • Any claim by a third party alleging damages resulting from Subscriber’s use of Deliverables.

14. No Professional Relationship

The provision of Deliverables does not create, and shall not be construed to create, a professional architect-client, engineer-client, or consultant-client relationship. Framework is not acting as the Architect of Record, Engineer of Record, or licensed design professional for any Subscriber.

15. Age & Authority to Contract

Subscriber represents and warrants that they are at least 18 years of age (or the age of majority in their jurisdiction) and have the legal authority to enter into this Agreement.

16. Arbitration & Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall take place in Phoenix, Arizona, before a single arbitrator, and the decision shall be final and binding.

Subscriber waives any right to bring or participate in a class action, collective action, or representative action against Framework. Claims must be brought in an individual capacity only.

17. Governing Law & Venue

This Agreement shall be governed by the laws of the State of Arizona, without regard to its conflict of laws principles. To the extent arbitration is deemed unenforceable, any action shall be brought exclusively in the state or federal courts located within Phoenix, Arizona.

18. Force Majeure

Framework shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, supply chain disruptions, government actions, or failures of internet or communication networks.

19. Assignment

Subscriber may not assign, transfer, or sublicense this Agreement without Framework’s prior written consent. Any attempted assignment in violation of this section shall be null and void.

20. Survival

Sections relating to Intellectual Property, Proprietary Information, Copyright, Limitation of Liability, Indemnification, Arbitration, Governing Law, and Force Majeure shall survive termination or cancellation of this Agreement.

21. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

22. Modifications to Agreement

Framework reserves the right to modify, update, or amend this Agreement at any time, with notice provided via email or by posting the updated version on Framework’s website. Continued use of Deliverables after notice of modifications constitutes acceptance of the updated Agreement.

23. Disclaimer of Third-Party Reliance

Deliverables are provided solely for Subscriber’s internal use. Framework disclaims all liability to any third party who may receive or rely upon Deliverables without Framework’s prior written consent.

24. Export Control & Sanctions Compliance

Subscriber represents and warrants that they are not located in, under the control of, or a national or resident of any country subject to U.S. sanctions, and that they will not use Deliverables in violation of U.S. export control laws.

25. Data Privacy & Use of Subscriber Data

Framework may collect and process Subscriber data for the purpose of providing services. Framework does not sell Subscriber data to third parties. By subscribing, Subscriber consents to such data use in accordance with Framework’s Privacy Policy.

26. Disclaimer of Results

Framework makes no guarantee of specific outcomes, project approvals, financial performance, or investment results. Deliverables are tools for conceptual exploration only, and Subscriber assumes full responsibility for project success or failure.

27. Choice of Language

This Agreement is written in English and shall be interpreted solely in English. Any translations provided are for convenience only and shall not alter or affect the meaning of the original English version.

28. Electronic Signature & Consent

By clicking “I Agree,” checking a box, or otherwise providing electronic consent, Subscriber acknowledges and agrees that such action constitutes an electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), with the same legal effect as a handwritten signature.

29. Confidentiality

All client information and project materials submitted to ZFramework™ are considered confidential and will not be disclosed to third parties. ZFramework™ retains the right to use project deliverables, in whole or in part, for marketing and promotional purposes on its website, social media channels, and other media. Any such use will be presented in a generalized format, excluding identifiable details such as street names, parcel numbers, or other sensitive location data, to maintain client confidentiality.

30. Entire Agreement

This Agreement constitutes the entire understanding between Framework and Subscriber regarding Deliverables and supersedes all prior agreements, understandings, or representations.