Legal
Terms of Service
1. Acceptance of Terms
By accessing or using the website at frontlinedigital.io (the "Site") or by engaging Frontline Digital Solutions ("Company," "we," "us," or "our") for consulting services, you ("Client" or "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Site or engage our services.
These Terms apply to your use of the Site and to any consulting services described herein. Specific client engagements are governed by separate written agreements (Statements of Work, Master Service Agreements, or similar instruments), which supplement and, in the event of a conflict, may supersede these Terms with respect to that engagement.
2. Services Description
Frontline Digital Solutions provides technology consulting services to business clients, including but not limited to:
- Custom software and web application development
- Native and cross-platform mobile application development (iOS, Android)
- Program management and product management consulting
- Cybersecurity advisory and implementation services
- IT staffing and staff augmentation
- Digital transformation strategy and advisory
The Site is a marketing and informational resource only. No services are purchased or contracted through the Site. All service engagements require a separately executed written agreement.
3. Engagement & Payment Terms
Specific fees, payment schedules, scope, milestones, and deliverable specifications are defined in the written engagement agreement executed between the parties for each project. The following general terms apply unless otherwise specified in that agreement:
- Project-Based Engagements: Fees are agreed upon in writing prior to commencement of work. Changes in scope may result in adjustments to fees and timelines, documented in a written change order.
- Payment: Invoices are due within the timeframe specified in the applicable engagement agreement. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less.
- Expenses: Client shall reimburse pre-approved, reasonable and documented out-of-pocket expenses incurred by Company in connection with delivering services.
- Suspension: Company reserves the right to suspend work if Client fails to make timely payments after written notice and a reasonable cure period.
4. Intellectual Property
Client Deliverables: Upon receipt of full payment for a completed engagement, and subject to the terms of the applicable written agreement, Company assigns to Client all right, title, and interest in custom deliverables specifically created for Client under that engagement. Company retains no ownership rights in such deliverables once payment is complete.
Company Pre-existing IP & Tools: Company retains all right, title, and interest in its pre-existing intellectual property, proprietary methodologies, tools, frameworks, libraries, know-how, and general skills and experience developed before or independently of any Client engagement. To the extent Company incorporates pre-existing IP into deliverables, Company grants Client a non-exclusive, perpetual, royalty-free license to use such components solely as incorporated into the deliverables.
Third-Party Components: Deliverables may incorporate open-source or third-party licensed components. Client's use of such components is subject to the applicable third-party license terms. Company will make reasonable efforts to identify material third-party components and their license terms.
Site Content: All content on this Site — including text, graphics, logos, and other materials — is the property of Frontline Digital Solutions or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our prior written consent.
5. Confidentiality
Each party agrees to hold the other's Confidential Information in confidence using at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and to use such information solely to fulfill obligations or exercise rights under the applicable engagement. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party receives prompt written notice to the extent permitted by law.
6. Disclaimer of Warranties
THE SITE AND ALL CONTENT ON IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY 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, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ITS CONSULTING SERVICES BEYOND THOSE EXPRESSLY SET FORTH IN THE APPLICABLE WRITTEN ENGAGEMENT AGREEMENT. NO ORAL OR WRITTEN STATEMENT BY ANY EMPLOYEE OR REPRESENTATIVE OF COMPANY CREATES ANY WARRANTY NOT EXPRESSLY CONTAINED IN A SIGNED WRITTEN AGREEMENT.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
Some jurisdictions do not allow exclusion or limitation of certain damages. In such jurisdictions, Company's liability shall be limited to the maximum extent permitted by law.
8. Indemnification
You agree to indemnify, defend, and hold harmless Frontline Digital Solutions and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Site; (b) your breach of these Terms; (c) your violation of any applicable law or third-party right; or (d) any materials or information you provide to Company in connection with an engagement.
Company reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Company's defense of such claim.
9. Governing Law
These Terms and any disputes arising out of or relating to them or the Site shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law provisions. Subject to the arbitration clause below, you consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any disputes not subject to arbitration.
10. Dispute Resolution & Arbitration
Mandatory Arbitration: Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any court of competent jurisdiction), any dispute, claim, or controversy arising out of or relating to these Terms or any engagement with Company shall be resolved exclusively by binding arbitration administered by JAMS under its applicable rules, in California. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
Class Action Waiver: All arbitrations shall be conducted on an individual basis. You waive any right to participate in class action lawsuits or class-wide arbitration against Company.
Small Claims: Notwithstanding the foregoing, either party may bring an individual claim in small claims court if the claim qualifies under applicable court rules.
11. Modifications to Terms
Company reserves the right to modify these Terms at any time. When we do, we will update the "Last Updated" date above. Your continued use of the Site after such changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically. Changes do not apply retroactively to executed engagement agreements.
12. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms, and the remaining provisions shall continue in full force and effect.
13. Entire Agreement
For Site use, these Terms constitute the entire agreement between you and Company regarding the subject matter herein. For consulting engagements, these Terms are supplemented by the applicable written engagement agreement. No waiver by Company of any breach constitutes a waiver of any subsequent breach.
14. Contact
Questions about these Terms of Service should be directed to:
Frontline Digital Solutions
Email: info@frontlinedigital.io
Website: frontlinedigital.io