1) Who we are and how these Terms work

1.1. Legal Entity. These Website Terms and Conditions (the "Terms") govern your access to and use of the website, web apps, calculators, content, and services available at [https://www.frsdealersolutions.com] (the "Site") operated by [FRS Dealer Solutions, LLC], a [California] limited liability company with its principal place of business at 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505 ("FRS," "we," "us," "our").

1.2. Binding Agreement. By accessing or using the Site, creating an account, clicking "I agree," or otherwise indicating acceptance, you agree to be bound by these Terms and our [Privacy Policy] (collectively, the "Agreement"). If you are using the Site on behalf of an organization (e.g., a dealership), you represent that you have authority to bind that organization, and "you" refers to that organization.

1.3. Updates. We may update these Terms from time to time. If we make material changes, we will provide notice (e.g., by posting a notice on the Site or emailing the address on your account). Your continued use of the Site after the effective date of changes constitutes acceptance.

2) Eligibility and accounts

2.1. Eligibility. You must be at least 18 years old (or the age of majority where you live) and capable of forming a binding contract. The Site is intended for U.S. use. You may not use the Site if you are on a U.S. or other applicable sanctions list or in a jurisdiction where use is prohibited by law.

2.2. Accounts. You are responsible for your account credentials and for all activity under your account. Keep your password secure and notify us immediately of any unauthorized use.

2.3. Organizational Users. If you are a dealership or enterprise customer, additional or superseding terms in an order form, master services agreement, or data processing addendum (each, an "Order") may apply. In case of conflict, the Order controls for the applicable purchased services.

3) Our services and third-party platforms

3.1. Description. The Site provides informational tools and workflows for out-of-state titling and registration support, including calculators that estimate potential DMV fees and taxes, identity/verification flows, scheduling for notary sessions, and related content (collectively, the "Services").

3.2. Not a government or law firm. We are not a government agency, law firm, accounting firm, or tax advisor. We do not provide legal, tax, or accounting advice. You are responsible for obtaining advice from qualified professionals and for confirming official amounts owed to government authorities.

3.3. Third-party services. Parts of the Services integrate or interoperate with third-party platforms (e.g., payment processors, identity verification, remote notary providers, mapping/geocoding, or DMV data providers) ("Third-Party Services"). Your use of Third-Party Services may be subject to their separate terms. We are not responsible for Third-Party Services.

3.4. Beta features. We may designate some features as beta, preview, or evaluation. Such features are provided as-is and may be modified, suspended, or discontinued at any time.

4) Estimates, calculators, and content

4.1. Informational estimates. Calculators and estimates on the Site are for informational purposes only and may rely on third-party data, rules, and assumptions that change over time. Actual fees/taxes may vary by jurisdiction, vehicle characteristics, timing, exemptions, and other factors. You are solely responsible for verifying amounts with the appropriate agencies.

4.2. No guarantee. We use reasonable efforts to keep information current but do not warrant that any estimate or content is accurate, complete, current, or free from errors.

4.3. User input. Estimates may depend on data you provide. You are responsible for the accuracy and completeness of your inputs.

5) Fees, payment, and refunds

5.1. Fees. We may charge fees for certain Services, which are described at checkout or in an Order. Fees are stated before you incur them.

5.2. Payment processors. We use third-party payment processors (e.g., for card or ACH transactions). By submitting payment information, you authorize charges to your selected payment method and agree to the processor's terms.

5.3. Taxes. Our fees are exclusive of applicable sales, use, or similar taxes. You are responsible for any such taxes imposed on your purchase.

5.4. Refunds. Unless otherwise specified in an Order or required by law, all fees are non-refundable. If a notary session or other scheduled service is canceled, our posted cancellation policy at the time of purchase applies.

6) Scheduling, notifications, and communications

6.1. Scheduling. The Site may allow scheduling of sessions (e.g., remote notarization). All times are shown in the stated time zone. You are responsible for verifying times and joining with the correct links.

6.2. Notifications. You may opt in to receive email/SMS/app notifications (e.g., reminders, status updates). Message and data rates may apply. You can opt out by following the instructions in the message.

6.3. Electronic Communications; E-Sign. You consent to receive notices and disclosures electronically and agree that electronic signatures and records satisfy legal requirements under the U.S. E-SIGN Act and UETA.

7) Acceptable use

You agree not to, and not to allow others to:

• Violate any law or rights of others;
• Access or use the Site in a way that could damage, disable, overburden, or impair it;
• Attempt to probe, scan, or test the vulnerability of the Site, or circumvent any security or authentication measures;
• Use any scraping, harvesting, or data-extraction methods without our prior written consent;
• Misrepresent identity or authorization, or submit false, misleading, or incomplete information;
• Upload or transmit malware or other harmful code;
• Reverse engineer or create derivative works of the Services except to the extent permitted by law;
• Resell, sublicense, or provide the Services to third parties without an Order authorizing such use.

8) Intellectual property; license

8.1. Ownership. We and our licensors own all rights, title, and interest in and to the Site, Services, software, algorithms, templates, designs, trademarks, and content ("FRS Materials"). Except for the limited rights expressly granted, we reserve all rights.

8.2. License. Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal business purposes (or personal use, as applicable).

8.3. Feedback. If you provide feedback or suggestions, we may use them without restriction or obligation to you.

9) User content

9.1. Your content. You may upload or input content (e.g., documents, data, comments) ("User Content"). You retain ownership of your User Content. You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, display, and use User Content as reasonably necessary to provide and improve the Services.

9.2. Responsibility. You are solely responsible for your User Content and for ensuring you have all necessary rights to provide it to us.

9.3. DMCA. If you believe content on the Site infringes your copyright, please send a notice to our DMCA Agent at [legal@frsdealersolutions.com] with the information required by 17 U.S.C. §512(c)(3). We may remove content and terminate repeat infringers.

10) Privacy and data protection

10.1. Privacy Policy. Our [Privacy Policy] describes how we collect, use, and share information about you. By using the Site, you consent to our data practices as described there.

10.2. Data processing. For enterprise/dealership customers, a separate Data Processing Addendum (DPA) may apply where required by law.

10.3. Security. We implement reasonable administrative, technical, and physical safeguards. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

11) Compliance; export; sanctions

You represent and warrant that you (and your end users) are not located in, under the control of, or a national or resident of any country or person on any U.S. government sanctions list, and that you will comply with all applicable export control and sanctions laws.

12) No legal, tax, or accounting advice

Information on the Site is provided for general informational purposes only and is not legal, tax, or accounting advice. You should consult your own professional advisors before acting on any information.

13) Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ESTIMATES WILL BE ACCURATE OR CURRENT.

14) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE; OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) $500. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY; IN SUCH CASES, THE FOREGOING LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

15) Indemnification

You will defend, indemnify, and hold harmless FRS and our affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services; (b) your User Content; (c) your violation of the Agreement; or (d) your violation of any law or third-party right.

16) Term, suspension, and termination

We may suspend or terminate your access to the Site (in whole or part) at any time with or without cause, with or without notice. Upon termination, your right to use the Site ceases, but sections that by their nature should survive (e.g., ownership, disclaimers, limitations of liability, indemnification, dispute resolution) will survive.

17) Governing law; venue; arbitration; class-action waiver

17.1. Governing law. The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules.

17.2. Venue. Except as provided below for arbitration, the exclusive jurisdiction and venue for disputes that are not subject to arbitration will be the state and federal courts located in Los Angeles County, California.

17.3. Arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement or the 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 will be English. Judgment on the award may be entered in any court of competent jurisdiction.

17.4. Class-action & jury waiver. YOU AND FRS AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU WAIVE ANY RIGHT TO A JURY TRIAL.

17.5. Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by sending a written notice to [legal@frsdealersolutions.com] with the subject line "Arbitration Opt-Out."

18) Changes to the Services

We may modify, suspend, or discontinue any part of the Site or Services at any time without liability. If we discontinue a paid Service before the end of your paid period, we will provide a pro-rated refund for the discontinued portion unless the discontinuation is due to your breach or legal/regulatory reasons.

19) Miscellaneous

19.1. Entire Agreement. The Agreement is the entire agreement between you and us regarding the Site and Services and supersedes all prior or contemporaneous agreements on that subject.

19.2. Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement without restriction.

19.3. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

19.4. Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

19.5. Force Majeure. We will not be liable for delays or failures due to events beyond our reasonable control.

19.6. Notices. Notices to you may be given by posting to the Site or emailing the address associated with your account. Legal notices to us must be sent to [FRS Dealer Solutions, LLC, Attn: Legal, 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505; legal@frsdealersolutions.com].

20) Service-specific terms (dealership/enterprise)

If you purchase paid Services via an Order, the following apply unless your Order states otherwise:

• Scope & access. Access is limited to your employees and contractors acting on your behalf.
• Usage limits. We may impose fair-use, concurrency, or API-rate limits.
• Confidentiality. Each party will protect the other's confidential information using reasonable measures and use it only to perform under the Agreement.
• Data retention. Unless otherwise set in an Order, we may delete non-active workspace data after [180] days.
• Support & uptime. Standard web-support during business hours [9am–5pm PT, Mon–Fri]; no uptime SLA unless expressly stated in the Order.
• DPA. Where applicable, a mutually executed DPA governs processing of personal data.

21) Contact

Questions about these Terms? Contact [support@frsdealersolutions.com] or mail [FRS Dealer Solutions, LLC, 2785 Pacific Coast HWY STE E 717, Torrance, CA 90505].