These terms govern your use of our website and the professional technology services we provide. Please read them carefully before engaging with Franklin House SRR, LLC.
Important: These Terms of Service constitute a legally binding agreement between you and Franklin House SRR, LLC. By accessing our website or using our services, you agree to be bound by these terms. If you do not agree, do not use our website or services.
By accessing or using the website located at www.frankli.shop (the "Website") or engaging Franklin House SRR, LLC ("Franklin House," "Company," "we," "our," or "us") for professional services, you ("Client," "User," or "you") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional agreements or statements posted on the Website.
These Terms apply to all visitors, users, and clients. If you are entering into these Terms on behalf of an organization or entity, you represent and warrant that you have authority to bind that entity, and "you" shall refer to both you individually and such entity.
We reserve the right to modify these Terms at any time. Material changes will be communicated as described in Section 15. Continued use of the Website or our services after changes constitutes acceptance of the revised Terms.
Franklin House provides professional technology services as described on our Website and as further specified in individual Statements of Work or service agreements. The specific scope, deliverables, timeline, and fees for each engagement shall be set forth in a written SOW executed by both parties.
Franklin House shall perform all Services in a professional and workmanlike manner consistent with industry standards applicable to the type of Services rendered. We will assign qualified personnel with appropriate skills and experience to each engagement.
You agree to:
Franklin House shall not be liable for delays or failures caused by your failure to fulfill these responsibilities.
Any changes to the scope of Services must be agreed upon in writing through a formal change order process. Franklin House reserves the right to adjust timelines and fees proportionally for any approved scope changes.
Franklin House may engage qualified subcontractors to assist in delivering Services. Franklin House remains responsible for all Services performed by subcontractors and ensures they are bound by appropriate confidentiality and data protection obligations.
You may use the Website for lawful purposes related to evaluating and engaging Franklin House's professional services. You agree not to:
We strive to maintain continuous Website availability but do not guarantee uninterrupted access. We may modify, suspend, or discontinue Website features at any time without notice or liability. Scheduled and emergency maintenance may periodically affect availability.
The information on our Website is provided for general informational purposes only and does not constitute professional advice. While we strive for accuracy, we make no warranties regarding the completeness, accuracy, or timeliness of Website content.
If you are provided access to a client portal or account, you are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must:
Franklin House reserves the right to suspend or terminate accounts that we believe have been compromised or are being misused.
Fees for Services are specified in the applicable SOW or service agreement. Unless otherwise stated, all fees are in United States Dollars (USD).
Unless otherwise agreed in writing:
Undisputed invoices not paid by the due date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Franklin House reserves the right to suspend Services for accounts with outstanding balances more than thirty (30) days overdue, after providing written notice.
If you dispute any portion of an invoice in good faith, you must notify Franklin House in writing within ten (10) business days of the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed portions of invoices must be paid by the due date.
All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, or similar taxes imposed on the Services, excluding taxes on Franklin House's income.
Franklin House will seek prior written approval for any out-of-pocket expenses exceeding $500. Approved expenses will be invoiced at cost with supporting documentation.
Franklin House retains all right, title, and interest in and to its pre-existing intellectual property, tools, methodologies, frameworks, know-how, and any general improvements developed during engagements that are not specific to your deliverables ("Franklin House IP"). No license to Franklin House IP is granted beyond what is necessary to use the Deliverables as intended.
Upon full payment of all fees, Franklin House assigns to you all right, title, and interest in the custom Deliverables created specifically for your engagement, excluding any Franklin House IP incorporated therein. Franklin House grants you a perpetual, non-exclusive license to use any incorporated Franklin House IP solely as part of the Deliverables.
You retain all rights to Client Data. You grant Franklin House a limited license to access and use Client Data solely as necessary to perform the Services. Franklin House will not use Client Data for any other purpose.
All content on the Website, including text, graphics, logos, and code, is the property of Franklin House SRR, LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works without our express written permission.
If you provide feedback, suggestions, or ideas regarding our Website or Services, you grant Franklin House a royalty-free, irrevocable license to use such feedback for any purpose without obligation to you.
Both parties agree to hold the other party's Confidential Information in strict confidence, to use it only for the purposes of the applicable engagement, and to disclose it only to employees, contractors, or advisors who have a legitimate need to know and are bound by equivalent confidentiality obligations.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving party provides prompt notice where legally permissible.
Confidentiality obligations survive termination of the engagement for a period of five (5) years with respect to general Confidential Information, and indefinitely with respect to trade secrets.
Franklin House warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) it has the right to enter into these Terms and perform the Services; and (c) to the best of its knowledge, the Deliverables will not infringe any third-party intellectual property rights.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FRANKLIN HOUSE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
Technology solutions involve inherent risks. Franklin House does not warrant that any system, software, or infrastructure solution will be completely free of bugs, vulnerabilities, or performance issues. We commit to addressing material defects in Deliverables within agreed warranty periods specified in individual SOWs.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FRANKLIN HOUSE, ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FRANKLIN HOUSE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FRANKLIN HOUSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section reflect an allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. Franklin House would not provide Services at the agreed fees without these limitations.
The foregoing limitations do not apply to: (a) a party's fraud or willful misconduct; (b) death or personal injury caused by negligence; (c) violations of applicable law that cannot be contractually limited; or (d) breaches of confidentiality obligations under Section 8.
You agree to defend, indemnify, and hold harmless Franklin House and its members, officers, employees, and agents from and against any claims, liabilities, damages, judgments, and costs (including reasonable attorneys' fees) arising out of or related to:
Franklin House will notify you promptly of any such claim and will provide reasonable cooperation in your defense. You may not settle any claim that imposes obligations on Franklin House without our prior written consent.
Either party may terminate a services engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable SOW and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) commences or has commenced against it bankruptcy or similar proceedings.
Either party may terminate a services engagement for convenience upon thirty (30) days prior written notice, unless a different notice period is specified in the applicable SOW. Upon termination for convenience by you, you shall pay Franklin House for all Services performed through the termination date plus any non-cancelable third-party costs incurred.
Franklin House reserves the right to restrict or terminate your access to the Website at any time, with or without cause, and without liability.
Upon termination: (a) all payment obligations for Services rendered survive; (b) each party will return or destroy the other's Confidential Information upon request; (c) Franklin House will provide a transition plan and cooperate in the orderly wind-down of Services; and (d) provisions intended to survive termination (including Sections 6–11, 13–15) shall continue in effect.
The parties agree to first attempt to resolve any dispute through good-faith negotiation between senior representatives of each party. Either party may initiate this process by providing written notice describing the dispute in reasonable detail. The parties shall have thirty (30) days to resolve the dispute informally before proceeding to formal dispute resolution.
If informal resolution fails, any dispute arising out of or related to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as otherwise provided herein. The arbitration shall be conducted in Boulder County, Colorado, or remotely by mutual agreement. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration, including for breaches of confidentiality. Claims for amounts under $10,000 may be brought in small claims court.
You waive any right to participate in a class action lawsuit or class-wide arbitration against Franklin House. All disputes must be brought in your individual capacity only.
These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. For any dispute not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Boulder County, Colorado, and waive any objection to such jurisdiction or venue.
These Terms, together with our Privacy Policy and any applicable SOW or service agreement, constitute the entire agreement between you and Franklin House regarding the subject matter herein and supersede all prior agreements, representations, and understandings.
Franklin House may update these Terms at any time. For material changes, we will provide at least thirty (30) days' notice via email or prominent Website notice. Your continued use of the Website or Services after the effective date constitutes acceptance of the updated Terms.
If any provision of these Terms is found unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.
You may not assign or transfer these Terms or any rights or obligations hereunder without Franklin House's prior written consent. Franklin House may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.
Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, government actions, natural disasters, pandemics, terrorism, labor disputes, or widespread internet outages, provided the affected party provides prompt written notice and takes reasonable steps to mitigate the impact.
All legal notices under these Terms must be in writing and delivered by: (a) email to support@frankli.shop with confirmation of receipt; or (b) certified mail to Franklin House SRR, LLC, 780 Copper Ln APT 100, Louisville, CO 80027. Notices are effective upon confirmed delivery.
The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms shall create or imply any rights or remedies in any third party.
For questions, concerns, or notices regarding these Terms, please contact us:
Franklin House SRR, LLC
Legal Department
780 Copper Ln APT 100
Louisville, CO 80027
United States
Email: support@frankli.shop
Phone: +1(779)277-7294
Website: www.frankli.shop
Our business hours are Monday through Friday, 8:00 AM to 6:00 PM Mountain Time. We aim to respond to all legal inquiries within three (3) business days.