1) Who We Are and How These Terms Work

These Website Terms and Conditions (the "Terms") govern your access to and use of the website, applications, calculators, forms, content, and services made available by FRS Dealer Solutions, LLC ("FRS," "we," "us," or "our") through www.frsdealersolutions.com and related FRS-hosted services (collectively, the "Site" or "Services"). FRS Dealer Solutions, LLC is a California limited liability company with its principal business address at 516 N Sepulveda Blvd, Manhattan Beach, CA 90266.

By accessing or using the Site, creating an account, submitting information, requesting a demo, purchasing or using Services, or otherwise indicating acceptance, you agree to these Terms and our Privacy Policy (together, the "Agreement"). If you use the Site or Services on behalf of a dealership, employer, or other organization, you represent that you are authorized to bind that organization, and "you" includes that organization.

We may update these Terms from time to time. When we make material changes, we will post the updated version on this page and update the "Last updated" date. Your continued use of the Site or Services after updated Terms take effect means you accept the revised Terms.

2) Eligibility and Accounts

You must be at least 18 years old, or the age of majority where you live, and legally able to enter into a binding agreement to use the Site or Services. The Site is intended primarily for use in the United States. You may not use the Site or Services in violation of applicable law, including applicable sanctions, export-control, or trade-restriction laws.

If you create or use an account, you are responsible for maintaining the confidentiality of your credentials, restricting unauthorized access, and ensuring that information associated with your account remains accurate. You are responsible for activity under your account unless caused by our own failure to use reasonable security measures. Notify us promptly if you believe your account has been compromised.

3) Our Services and Third-Party Platforms

The Site includes public-facing content, calculators, contact and demo forms, account features, and operational workflows that support dealership-related services. Depending on the specific service, those workflows may involve title and registration support, temporary tag processing, document handling, order tracking, identity verification, remote online notarization coordination, insurance verification, shipping or logistics coordination, billing and invoicing, and related customer support.

FRS is not a government agency, court, DMV, law firm, accounting firm, tax advisor, insurer, or lender. We do not provide legal, tax, or accounting advice. Any notary, verification, payment, mapping, shipping, insurance, messaging, or other third-party-enabled functionality may rely on independent third-party providers. Those third parties may have their own terms, policies, and operating requirements, and we are not responsible for independent third-party acts, omissions, outages, or policy changes.

We may add, modify, suspend, or discontinue features, tools, and integrations at any time. Some features may be identified as preview, beta, or evaluation features and may be changed or removed without notice.

4) Estimates, Workflow Outputs, and Your Responsibilities

Any calculator, quote, estimate, or informational output available on the Site is provided for informational purposes only. Actual taxes, government fees, registration amounts, penalty amounts, timelines, outcomes, and third-party requirements may vary based on jurisdiction, timing, exemptions, vehicle data, customer information, regulatory changes, and other factors outside our control. Estimates may not include late penalties, interest, or similar charges imposed after the estimate is generated or after a transaction becomes delinquent. You are solely responsible for verifying official amounts and requirements with the relevant agencies or professional advisors.

You are also responsible for the accuracy, completeness, and legality of the information, documents, and instructions you provide to us. If you provide information about another person, you represent that you have the right and authority to do so and that you have provided any notices or obtained any consents required by law or by your agreement with that person.

If a title, registration, or related filing is delayed because required information, signatures, documents, funds, authorizations, or instructions were not provided to us on time, or were inaccurate, incomplete, or required correction, any resulting government penalties, interest, late fees, or similar assessed amounts are your responsibility to the extent the delay is attributable to you, your dealership, your users, or the transaction participant you are responsible for.

We do not guarantee that any agency, lender, insurer, notary, verification provider, shipping provider, or other third party will accept, process, complete, or approve any transaction within a particular time or at all.

5) Fees, Payments, and Refunds

Certain Services may require payment. Pricing, invoicing terms, and the scope of paid Services may be described on the Site, at checkout, in an invoice, or in a separate written order or agreement. By submitting payment information, you authorize us and our payment processors to charge the applicable fees using your selected payment method.

Government charges, taxes, registration fees, notary fees, shipping charges, late penalties, interest, or other third-party charges are separate from FRS service fees unless we expressly state otherwise. If we incur, advance, or pay a government penalty, interest charge, or similar amount in order to complete or continue a transaction on your behalf, we may invoice and collect that amount from you in addition to previously quoted or billed amounts, to the extent the underlying delay or deficiency was attributable to you, your dealership, your users, or the transaction participant you are responsible for. Unless otherwise stated in a separate written agreement or required by law, fees paid to FRS are non-refundable. Rescheduling, cancellation, no-show, or partially completed service requests may be subject to the cancellation or refund terms presented at the time of purchase or in the applicable written agreement.

6) Electronic Communications and Notifications

You consent to receive communications from us electronically, including by email, in-product notice, and, where enabled, SMS or similar messages. These communications may include security alerts, service updates, transactional notices, reminders, billing notices, support communications, and legally required disclosures.

If you opt in to SMS or similar notifications, message and data rates may apply. You may opt out of non-essential communications using the instructions in the message, but you may still receive transactional or service-related communications necessary to operate your account or complete a requested workflow.

Where legally permitted, you agree that electronic records, notices, and signatures satisfy any legal requirement that such communications be in writing.

7) Acceptable Use

You may not, and may not allow others to:

• Use the Site or Services in violation of law, regulation, or the rights of another person or entity.
• Submit false, misleading, fraudulent, incomplete, or unauthorized information or documents.
• Access or attempt to access accounts, systems, or data that you are not authorized to use.
• Probe, scan, test, disable, interfere with, or circumvent the security or operation of the Site or Services.
• Scrape, harvest, mirror, copy, or extract content or data from the Site using automated means without our prior written consent.
• Upload, transmit, or distribute malware, malicious code, or other harmful material.
• Reverse engineer, decompile, or create derivative works from the Site or Services except where prohibited from restricting that activity by applicable law.
• Resell, sublicense, or provide the Services to third parties except as expressly authorized by a written agreement with us.

8) Intellectual Property and Limited License

We and our licensors own all rights, title, and interest in and to the Site, Services, software, workflows, templates, text, graphics, branding, trademarks, and other FRS-provided materials (collectively, the "FRS Materials"). Subject to your compliance with the Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for your internal business purposes or other permitted use of the Services.

You may not remove proprietary notices, copy protected materials except as permitted through normal use of the Services, or use FRS Materials outside the scope of the license granted in these Terms. If you provide feedback or suggestions, we may use them without restriction and without any obligation to you.

9) User Content and Submitted Information

You may upload, transmit, or submit documents, data, messages, comments, images, and other content (collectively, "User Content"). You retain ownership of User Content, but you grant us and our service providers a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, modify as technically necessary, and otherwise use User Content as needed to provide, secure, improve, support, and document the Services.

You are solely responsible for your User Content and represent that you have all rights, permissions, authorities, and consents necessary to submit it and permit the uses described in these Terms. We may remove or refuse User Content that we reasonably believe violates the Agreement, applicable law, or the rights of others.

If you believe content made available through the Site infringes your copyright, send a notice with sufficient detail to support@frsdealersolutions.com and, if requested, by mail to FRS Dealer Solutions, LLC, Attn: Copyright, 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505.

10) Privacy and Security

Our Privacy Policy explains how we collect, use, and disclose personal information in connection with the Site and Services. By using the Site or Services, you acknowledge that our handling of personal information will be governed by that Privacy Policy, except where a separate written agreement states otherwise.

We use reasonable administrative, technical, and physical safeguards designed for the Services we provide. However, no method of transmission, storage, or security control is perfect, and we cannot guarantee absolute security. For business customers, a separate data processing addendum or written agreement may apply if required by law and agreed by the parties.

11) Disclaimers and No Professional Advice

Information and outputs provided through the Site are for general informational and operational purposes only. They are not legal, tax, accounting, or other professional advice, and they do not replace independent review by the appropriate agency, notary, professional advisor, or other authorized party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, SERVICES, AND FRS MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH YOUR SYSTEMS, OR THAT ANY CALCULATION, ESTIMATE, RESULT, STATUS, OR THIRD-PARTY WORKFLOW WILL BE ACCURATE, CURRENT, COMPLETE, OR AVAILABLE.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THE SITE, SERVICES, OR AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO FRS FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) $500. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13) Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless FRS and its affiliates, officers, directors, employees, agents, contractors, and licensors from and against claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Site or Services, your User Content, your violation of the Agreement, or your violation of applicable law or the rights of another person or entity.

14) Suspension and Termination

We may suspend, restrict, or terminate access to all or part of the Site or Services if we reasonably believe it is necessary to protect the Site, comply with law, address security or fraud concerns, respond to misuse, enforce the Agreement, or if you materially breach the Agreement. We may also discontinue the Site or Services, in whole or part, at any time.

Upon termination, your right to access and use the Site and Services will stop immediately, except to the extent we expressly allow limited post-termination access. Provisions that by their nature should survive termination will survive, including provisions relating to payment, ownership, licenses, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms.

15) Governing Law, Venue, and Arbitration

The Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. For any dispute not subject to arbitration, the exclusive venue and jurisdiction will be the state and federal courts located in Los Angeles County, California, and you consent to personal jurisdiction in those courts.

Except where prohibited by law, any dispute, claim, or controversy arising out of or relating to the Agreement or Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. The seat of arbitration will be Los Angeles, California, the language of arbitration will be English, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND FRS AGREE THAT EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ALSO WAIVE ANY RIGHT TO A JURY TRIAL.

You may opt out of arbitration within 30 days after first accepting these Terms by sending a written notice with the subject line "Arbitration Opt-Out" to support@frsdealersolutions.com or by mail to FRS Dealer Solutions, LLC, Attn: Legal, 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505.

16) Changes to the Site and Services

We may modify, suspend, or discontinue any part of the Site or Services at any time. If we discontinue a paid Service before the end of a prepaid period and the discontinuation is not due to your breach, nonpayment, or legal or regulatory reasons, we may provide a prorated refund or comparable service credit at our discretion or as required by law.

17) Miscellaneous

The Agreement is the entire agreement between you and FRS regarding the Site and Services, except for any separate written agreement that expressly applies. If there is a conflict between these Terms and a separate written agreement signed by FRS and you or your organization, the separate written agreement controls for the purchased services it covers.

You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement without restriction in connection with a merger, acquisition, financing, reorganization, or sale of assets, or by operation of law.

If any provision of the Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of future enforcement. We are not liable for delays or failures caused by circumstances beyond our reasonable control.

Notices to you may be provided through the Site, by email, or by other reasonable means. Legal notices to us must be sent to FRS Dealer Solutions, LLC, Attn: Legal, 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505, with a copy to support@frsdealersolutions.com.

18) Dealership and Enterprise Customer Terms

If you purchase or use Services on behalf of a dealership, lender, enterprise customer, or other business, the following additional terms apply unless a separate written agreement states otherwise:

• Access may be limited to your employees, contractors, and authorized users acting on your behalf.
• You are responsible for your users, for the information and documents they provide, and for obtaining any required notices, permissions, or consents from your customers or transaction participants.
• You are responsible for government penalty amounts, late fees, interest, or similar pass-through charges assessed because a transaction was started late or was delayed by missing, inaccurate, incomplete, or corrected information, documents, signatures, funding, or instructions attributable to your dealership, your users, or your transaction participants.
• We may apply reasonable usage limits, concurrency limits, or API or rate limits to protect the Services.
• Any support commitments, confidentiality terms, uptime targets, data retention terms, service levels, or data-processing terms beyond these website Terms must be set out in a separate written agreement or Order.

19) Contact

Questions about these Terms can be sent to support@frsdealersolutions.com.

FRS Dealer Solutions, LLC
2785 Pacific Coast HWY STE E 717
Torrance, CA 90505