Terms of Service - FRT LYNNWOOD, LLC

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you and FRT LYNNWOOD, LLC (we, us, or our), a company developed by FRT Lynnwood, organized and existing under the laws of the State of Utah, with its principal office located at 2641 Washington Blvd, Ogden, UT 84401-3626, United States.

By accessing our website at frtlynnwood.lol, engaging our services, or otherwise interacting with our platform, you agree to be bound by these Terms of Service, our Privacy Policy, and any additional guidelines, policies, or rules referenced herein. If you do not agree with all of these terms, you must not access or use our website or services.

We reserve the right to modify these terms at any time. Material changes will be communicated by posting the updated terms on our website and updating the Last Updated date. Your continued use following modifications constitutes acceptance of the revised terms.

2. Definitions

For the purposes of these Terms of Service, the following definitions apply:

Services means all computer systems design, system integration, custom software development, IT consulting, security and compliance, and performance optimization services offered by FRT LYNNWOOD, LLC.
User or You means any individual or entity that accesses or uses our website or services.
Content means all text, graphics, images, software, audio, video, information, or other materials.
User Content means any content that you submit, post, upload, or transmit through our website or communications.
Deliverables means the work products, code, documentation, designs, and other outputs produced as part of our services.
Agreement means these Terms of Service together with any applicable service agreements, statements of work, or proposals.

3. Eligibility

To use our website and services, you must be at least 18 years of age and have the legal capacity to enter into binding agreements. By using our services, you represent and warrant that you meet these requirements and that any information you provide is accurate and complete.

If you are entering into these terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.

4. Scope of Services

FRT LYNNWOOD, LLC provides professional computer systems design and integration services. The specific scope, timeline, deliverables, and fees for each engagement shall be defined in a separate statement of work or service agreement executed by both parties.

Our services may include but are not limited to:

Computer integrated systems design and architecture
Software application development and deployment
Systems integration and data migration
IT infrastructure assessment and consulting
Cybersecurity implementation and compliance advisory
Performance analysis and optimization

5. Client Responsibilities

As a client or user of our services, you agree to:

Provide accurate, complete, and timely information necessary for service delivery
Designate an authorized representative for project communications and decision-making
Provide timely access to systems, data, facilities, and personnel as reasonably required
Review and provide feedback on deliverables within agreed timeframes
Comply with all applicable laws and regulations in connection with your use of our services
Maintain adequate backups of data before any system modifications or migrations
Obtain all necessary third-party consents, licenses, and permissions required for the project

Delays in providing information, access, or approvals may impact project timelines and costs.

6. Fees and Payment

Fees for our services shall be as set forth in the applicable statement of work or service agreement. Unless otherwise specified:

All fees are quoted in United States Dollars (USD)
Invoices are net thirty (30) days from the date of invoice unless otherwise agreed
Late payments are subject to interest at the rate of 1.5% per month or the maximum permitted by law, whichever is less
You are responsible for all applicable taxes, duties, and levies (excluding taxes on our net income)
Expenses incurred in connection with service delivery, including travel, software licenses, and third-party services, will be billed at cost or as specified in the agreement

7. Intellectual Property

7.1 Our Intellectual Property

We retain all right, title, and interest in and to our pre-existing intellectual property, including proprietary tools, frameworks, methodologies, code libraries, and know-how developed independently of any client engagement. Nothing in these terms transfers ownership of our pre-existing intellectual property to you.

7.2 Client Materials

You retain all right, title, and interest in and to your pre-existing intellectual property, data, and materials provided to us in connection with services. You grant us a limited, non-exclusive license to use such materials solely for the purpose of performing our services.

7.3 Work Product

Subject to full payment of all fees and upon execution of a services agreement, deliverables specifically created for you under that agreement shall be owned by you, excluding any of our pre-existing intellectual property incorporated therein. For any pre-existing intellectual property included in deliverables, you receive a perpetual, non-exclusive, non-transferable license to use such intellectual property solely as part of the deliverables.

7.4 Portfolio Rights

You grant us the right to display and reference our work for you in our portfolio, marketing materials, and case studies, unless expressly prohibited in the services agreement.

8. Confidentiality

Each party acknowledges that, in connection with these terms and any services engagement, it may receive confidential or proprietary information of the other party. Confidential information includes, without limitation, trade secrets, technical data, business plans, financial information, customer lists, pricing, source code, system designs, and any information marked as confidential or that a reasonable person would understand to be confidential.

The recipient of confidential information agrees to:

Hold all confidential information in strict confidence
Not disclose confidential information to third parties without prior written consent
Use confidential information solely for the purposes contemplated by these terms
Protect confidential information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care

These confidentiality obligations survive termination of these terms for a period of five (5) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

9. Data Protection

We are committed to protecting the security and privacy of your data. Our data collection and use practices are governed by our Privacy Policy, which is incorporated into these terms by reference. When processing personal data on your behalf, we shall process such data only in accordance with your documented instructions and applicable data protection laws.

Both parties agree to comply with all applicable data protection regulations in connection with the services provided.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, your exclusive remedy shall be re-performance of the deficient services or, if re-performance is not commercially reasonable, refund of fees paid for the deficient portion of services.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, WE MAKE NO WARRANTIES REGARDING OUR WEBSITE OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR AVAILABILITY. WE DO NOT WARRANT THAT OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FRT LYNNWOOD, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total aggregate liability arising out of or related to these terms or services shall not exceed the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim. These limitations shall apply to the fullest extent permitted by law in the applicable jurisdiction.

12. Indemnification

You agree to indemnify, defend, and hold harmless FRT LYNNWOOD, LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or related to:

Your breach of these terms or any representation or warranty made herein
Your violation of any applicable law, regulation, or third-party rights
Your user content or data that infringes the intellectual property or other rights of any third party
Your negligent or willful misconduct in connection with the use of our services

13. Term and Termination

13.1 Term

These terms are effective upon your first use of our website or services and remain in effect until terminated by either party.

13.2 Termination for Convenience

Either party may terminate these terms at any time by providing written notice to the other party. For ongoing service engagements, termination terms shall be governed by the applicable services agreement.

13.3 Termination for Cause

Either party may terminate these terms immediately if the other party materially breaches these terms and fails to cure such breach within thirty (30) days of receiving written notice describing the breach.

13.4 Effect of Termination

Upon termination, all rights and licenses granted under these terms shall cease. You shall pay all fees and expenses for services performed through the date of termination. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and any other provisions that by their nature should survive termination shall survive.

14. Dispute Resolution

Any dispute arising out of or relating to these terms or our services shall first be addressed through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue binding arbitration or litigation as set forth below.

These terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions. Any legal action arising out of these terms shall be commenced in the state or federal courts located in Weber County, Utah.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information systems, or governmental action.

16. General Provisions

16.1 Entire Agreement

These terms, together with our Privacy Policy and any applicable services agreements, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior agreements, understandings, and communications.

16.2 Severability

If any provision of these terms is held 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 valid and enforceable.

16.3 Waiver

No waiver of any provision of these terms shall be effective unless in writing. A failure to enforce any provision shall not constitute a waiver of the right to enforce that provision or any other provision in the future.

16.4 Assignment

You may not assign or transfer these terms or any rights hereunder without our prior written consent. We may assign these terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

16.5 Notices

All notices under these terms shall be in writing and sent to the addresses set forth in these terms (or as updated by the relevant party). Notices sent by email shall be deemed received on the next business day following transmission.

16.6 Headings

Section headings are for convenience only and shall not affect the interpretation of these terms.

17. Contact

For questions concerning these Terms of Service, please contact us:

FRT LYNNWOOD, LLC
2641 Washington Blvd, Ogden, UT 84401-3626, United States
Email: talk@frtlynnwood.lol
Phone: +1 (318) 894-0248
Website: frtlynnwood.lol