These terms govern your use of the FRS Holdings, LLC website and the professional technology services we provide. Please read them carefully.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Client") and FRS Holdings, LLC, a limited liability company organized under the laws of the State of Colorado, with its principal office at 239 US Highway 24 N, Buena Vista, CO 81211 ("FRS Holdings," "we," "us," or "our").
These Terms govern your access to and use of our website at www.frsho.shop (the "Site") and our professional technology services (collectively, the "Services"). By accessing our Site or engaging our Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and these Terms apply to that organization.
If you do not agree to these Terms, you must not use our Site or Services.
FRS Holdings, LLC provides professional technology services including, without limitation: computer integrated systems design, cloud infrastructure architecture and deployment, cybersecurity and compliance services, artificial intelligence and data analytics solutions, IT consulting and strategy advisory services, and managed IT operations services.
The specific scope, deliverables, timelines, fees, and terms applicable to any professional services engagement will be set forth in a separate Statement of Work (SOW), Master Services Agreement (MSA), or other written service agreement executed between FRS Holdings and the Client (collectively, "Service Agreements"). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific services described therein.
Subject to these Terms, FRS Holdings grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal and internal business purposes. You may browse, read, and share content from the Site for lawful purposes consistent with these Terms.
You agree not to:
The Site and all content, features, and functionality thereof — including but not limited to text, graphics, logos, icons, images, audio clips, software, code, data compilations, and the design, selection, and arrangement thereof — are the exclusive property of FRS Holdings, LLC or its licensors and are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws of the United States and international conventions.
The FRS Holdings name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of FRS Holdings, LLC. You must not use such marks without our prior written permission.
You retain all intellectual property rights in materials, data, and content you provide to FRS Holdings in connection with our Services ("Client Materials"). By providing Client Materials, you grant FRS Holdings a limited, non-exclusive license to use such materials solely as necessary to provide the contracted Services.
Ownership of intellectual property in deliverables and work product created under a service engagement shall be governed by the applicable Service Agreement. Unless otherwise specified in a Service Agreement, work product specifically created for a client and delivered as part of the engagement shall be owned by the client upon full payment of all applicable fees, excluding any FRS Holdings pre-existing intellectual property, tools, frameworks, or methodologies incorporated therein, which remain the property of FRS Holdings.
Each party acknowledges that in the course of an engagement they may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to: (i) hold all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party without the disclosing party's prior written consent; and (iii) use Confidential Information solely for the purposes of the engagement. This obligation survives termination of the engagement for a period of three (3) years. Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.
Payment terms for professional services engagements shall be set forth in the applicable Service Agreement. Unless otherwise agreed in writing:
FRS Holdings represents and warrants that: (i) it has full power and authority to enter into service agreements and perform services; (ii) services will be performed in a professional and workmanlike manner consistent with industry standards; and (iii) FRS Holdings personnel assigned to engagements have the skills and qualifications represented.
You represent and warrant that: (i) you have full power and authority to enter into these Terms and any service agreement; (ii) your use of the Site and Services complies with all applicable laws and regulations; (iii) any information you provide is accurate and complete to the best of your knowledge; and (iv) you have obtained all necessary rights and permissions in any materials you provide to FRS Holdings.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. FRS HOLDINGS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FRS HOLDINGS DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRS HOLDINGS, ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF FRS HOLDINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL FRS HOLDINGS'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO FRS HOLDINGS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, FRS Holdings's liability shall be limited to the fullest extent permitted by applicable law.
You agree to indemnify, defend, and hold harmless FRS Holdings and its members, officers, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Site or Services in violation of these Terms; (ii) your violation of any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right; or (iv) any content you submit, post, or transmit through the Site.
These Terms remain in effect for as long as you use our Site or engage our Services. FRS Holdings may, in its sole discretion, terminate or suspend your access to the Site at any time, with or without cause or notice. Termination of professional service engagements shall be governed by the applicable Service Agreement.
Upon termination: (i) your license to use the Site immediately terminates; (ii) you must cease all use of the Site; and (iii) provisions of these Terms that by their nature should survive termination shall survive, including without limitation: Sections 3 (Intellectual Property), 4 (Confidentiality), 6.3 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), and 10 (Governing Law).
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be subject to good-faith negotiation between the parties. If such negotiation fails to resolve the dispute within thirty (30) days, the parties agree to submit to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Chaffee County, Colorado. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including with respect to intellectual property or confidentiality obligations.
The Site may contain links to third-party websites, tools, or resources. FRS Holdings provides these links for convenience only and does not endorse, control, or assume responsibility for the content, privacy policies, practices, or availability of any third-party sites. Your access to and use of third-party sites is at your own risk and subject to those parties' terms and conditions.
FRS Holdings reserves the right to modify these Terms at any time. When we make changes, we will update the "Last Updated" date at the top of this page. If we make material changes, we will provide reasonable notice through the Site or by other means. Your continued use of the Site or Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site and Services.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable. FRS Holdings's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.
These Terms, together with any applicable Service Agreements and our Privacy Policy (incorporated herein by reference), constitute the entire agreement between you and FRS Holdings with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter.
For questions, concerns, or notices regarding these Terms of Service, please contact us: