Terms of Use

TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDTIONS OF USE CAREFULLY BEFORE USING THIS SITE.

By using this site, you signify your assent to these Terms and Conditions of Use.  If you do not agree to all of these Terms and Conditions of Use, do not use this site!

Frey Capital Solutions, LLC (“FCS”) may revise and update these Terms and Conditions of Use at any time.  Your continued use of the FCS website (the “FCS Website” or the “Site”) will mean you accept those changes.

You may print or save a copy of these Terms and Conditions of Use for your records.

1. License Grant. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the FCS Website conditioned on your continued acceptance of, and compliance with, these Terms and Conditions of Use (“Terms of Use”). You may use the FCS Website and the FCS Content (as defined below) for your noncommercial personal use and for no other purpose. FCS reserves the right to bar, restrict or suspend any user's access to the FCS Website, and/or to terminate this license at any time for any reason. FCS reserves any rights not explicitly granted in these Terms of Use.

2. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive FCS's prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the FCS Website, any FCS Content (as defined below), or any portion thereof. Further, you may not (i) use the FCS Website for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the FCS Website, including FCS Content; (ii) interfere with the proper working of the FCS Website including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, or other limiting routine, instruction or design; (iii) interfere with any other person's use and enjoyment of the FCS Website; or (iv) upload any kind of content that contains expressions of hate, abuse, offensive images or conduct, obscenity, or any material that would give rise to any civil or criminal activity under applicable law or regulations or that otherwise would be in conflict with these Terms of Use or the FCS Privacy Policy (the terms of which are also included by reference within these Terms of Use).

3. Your Acceptance; Revisions to Terms of Use. The FCS Website is available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and FCS regarding your use and access to the FCS Website. 

By using the FCS Website, you agree to the Terms of Use.

FCS reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to the FCS Website. Your use of the FCS Website signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to the FCS Website. No revision to these Terms of Use, including to the Arbitration provision set forth in Section 23, shall apply to a controversy or claim of which FCS had actual notice on or before the date of any such revision.

4. FCS Policies; Additional Terms and Conditions. FCS's Privacy Policy, as well as other additional terms and conditions applicable to certain portions of the FCS Website (collectively "Additional Terms and Conditions") are incorporated herein by reference. To the extent that there is a conflict between these Terms of Use and any Additional Terms and Conditions for the activity in which you choose to participate, the Additional Terms and Conditions shall govern.

5. Click-Through Agreements. Before using certain areas of the FCS Website, you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked “I Accept” “I Agree” “Okay” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms of Use and any Click-Through Agreement for the activity in which you choose to participate, the Click Through Agreement will govern.

6. Personal Login Information. Certain features and areas of the FCS Website are available only with registration, login and/or a paid subscription. If you are required to register and select a unique login and password ("Personal Login Information"), you must keep your Personal Login Information confidential. Your Personal Login Information is personal to you and you may not allow any third party to use it under any circumstances. FCS is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must contact FCS at the contact information set out herein below immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.

7. Privacy Policy. For information about FCS's data protection practices and FCS's use and protection of your personal information, please read FCS's Privacy Policy which is incorporated into and made a part of these Terms of Use.

8. User Obligations. You warrant that you will abide by all applicable local, state, national and international laws and regulations with respect to your use of the FCS Website and not interfere with the use and enjoyment of the FCS Website by other users or with FCS's operation and management of the FCS Website. You will, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on the FCS Website, including, without limitation, information required to be provided through an FCS registration form. If any false, inaccurate, untrue, unauthorized or incomplete information is submitted by you, FCS reserves the right to terminate your access and use of the FCS Website. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using the FCS Website, or defame or otherwise harm any party, including FCS, through your use of the FCS Website.

9. User-Generated Content. In some instances, FCS may allow posting of third-party content, including without limitation user content or content which you may create.  FCS does not claim ownership of content that you post on or through the FCS Website, such as comments or posts that you submit on forums, blogs, or other websites (“User-Generated Content”). When submitting User-Generated Content, you will abide by any terms set by FCS with respect to such submission, all of which terms are incorporated herein by reference. You also acknowledge that you alone are fully responsible for the User-Generated Content you submit and that you own or have the rights to use the User-Generated Content. You agree that by submitting the User-Generated Content, you hereby grant to FCS a perpetual, non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, download, duplicate, display, distribute, modify and creative derivative works of the User-Generated Content, subject to FCS’s Privacy Policy.  You agree to post or submit User-Generated Content for non-commercial purposes only, submit all materials in the English language, provide that all submissions are topic or article relevant, and that all content will be legible and comprehensible.  With respect to content from the Site that you download under these Terms of Use, the authorization given herein is for a single copy of the material on the FCS Site for your personal, non-commercial use, and only if you include the following copyright notice:  “© 2021 Frey Capital Solutions, LLC, All Rights Reserved” and any other copyright and proprietary notices that are contained in the content.  You agree that you will not upload any including any personally identifiable information (such as name, phone number, email address, social security number, etc.) or other private personal information to the Site and you agree that any upload is non-confidential for all purposes, and you release FCS from any liability with respect to invasion of privacy, rights of publicity, or other similar right or tort action with respect to subsequent disclosure of such content (except for the rights you may have under the Privacy Policy.  

10. Proprietary Rights. The content of the FCS Website includes, without limitation, (i) FCS's trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively "FCS Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the FCS Website (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as "FCS Content"). FCS Content is the property of FCS, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any FCS Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from FCS or the owner of such content if FCS is not the owner. Any use of FCS Marks without FCS's express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in FCS Content, including any such notices appearing on any FCS Content you are permitted to download, transmit, display, print, or reproduce from the FCS Website.

11. Responsibility for Use of the Internet and the FCS Website. Use of the Internet and the FCS Website is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. FCS does not guarantee the confidentiality or security of any communication or other material transmitted to or from the FCS Website over the Internet or other communication network. FCS shall not be obligated to correct or update the FCS Website, FCS Content or the User-Generated Content and FCS shall not be liable for omissions, typographical errors, or out-of-date information which may appear on the FCS Website.  You understand and agree that with using the Site, information will be transmitted over a medium (the Internet) that may be beyond the control and jurisdiction of FCS.  Accordingly, FCS assumes no liability for or relating to the delay, failure, interruption, or corruption of data or other information transmitted in connection with the use of the Site.

12. Disclaimer. FCS Content is provided for informational purposes only and is not intended as advice.  FCS does not recommend or endorse any specific products, opinions, or any other information that may be mentioned at the Site.  Reliance on any information at the Site is solely at your own risk.  

13. User Information. The FCS Website, including any public forums which you may access via the FCS Website, may contain confidential or personal information of users ("User Information"). State and federal laws may impose obligations with respect to confidentiality that may limit your ability to receive, disclose, or make use of User Information, including transmitting User Information to others. You warrant that you will comply with all laws that may directly or indirectly govern your retrieval, use, transmission, processing, receipt, reporting, disclosure, or storage of User Information. You are solely responsible for obtaining and maintaining any consents or permissions required by law or advisable with respect to your retrieval, use, transmission, processing, receipt, reporting, disclosure or storage of User Information. You shall be solely responsible for your retrieval, use or misuse, transmission, processing, receipt, reporting, disclosure or storage of User Information.

14. Third Party Information. The FCS Website may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, User-Generated Content or other information made available by third parties such as content providers and other users of the FCS Website are those of the respective third party and not of FCS or its affiliates. FCS makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third-party materials, information, services or products.

15. Advertisers. The FCS Website may contain advertisements of third parties. The inclusion of advertisements on the FCS Website does not imply endorsement of the advertised products or services by FCS. FCS shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the FCS Website. Further, FCS shall not be responsible or liable for the statements or conduct of any third-party advertisers appearing on the FCS Website. You shall be solely responsible for any correspondence or transactions you have with any third-party advertisers.

16. Links to Third Party websites. The FCS Website may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which FCS exercises no control. The appearance of any such third-party links (provided by FCS or by a third party) is not intended to endorse any particular company or product. If you decide to access any of the third-party sites linked to the FCS Website, you do so entirely at your own risk.

17. Links to FCS Website and FCS Content. Links posted by third parties to the FCS Website and/or FCS Content may not use FCS trademark or logo and shall not suggest that FCS promotes or otherwise endorses any third-party products, business relationships, services, causes, campaigns, websites, content, or information. Any links to any portion of the FCS Website shall be the responsibility of the linking party. FCS reserves the right to require any linking party to disable or remove any link that violates FCS's rights or causes interruption or deterioration of FCS Content.

18. Warranties Disclaimed. THE FCS WEBSITE AND FCS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER FCS, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY "FCS PARTIES") PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE FCS WEBSITE OR FCS CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE FCS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE FCS WEBSITE WILL MEET YOUR EXPECTATIONS; OR (iv) FCS CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE FCS WEBSITE. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

19. Limitation of Liability. FCS PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE FCS WEBSITE AND/OR ANY FCS CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE FCS WEBSITE AND/OR FCS CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES PURCHASED OR OBTAINED FROM THE FCS WEBSITE, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE FCS WEBSITE; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE FCS WEBSITE; (vii) FROM ANY DELAY OR FAILURE OF THE FCS WEBSITE ARISING OUT OF CAUSES BEYOND FCS'S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, FCS CONTENT; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE FCS WEBSITE (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE FCS WEBSITE OR FCS CONTENT.

In the event you are dissatisfied with, or dispute, these Terms of Use, the FCS Website and/or FCS Content, your sole right and exclusive remedy is to terminate your use of the FCS Website, even if that right or remedy is deemed to fail of its essential purpose. You confirm that FCS has no other obligation, liability or responsibility to you or any other party.

20. Exclusions permitted by law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 18 AND 19 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND FCS'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless FCS Parties from and against all claims arising from or in any way related to your use of the FCS Website and/or FCS Content, a violation by you of these Terms of Use, or any other actions connected with your use of the FCS Website and/or FCS Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees. FCS will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to FCS Parties other than under this Section.

22. Term and Termination. These Terms of Use will take effect at the time you begin using the FCS Website. FCS reserves the right, with or without notice, at any time and for any reason to deny you access to the FCS Website or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with the terms set forth herein. You may terminate these Terms of Use at any time by ceasing to use FCS website, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of the FCS Website, including any FCS Content, in your possession.

23. Arbitration; Venue. Any controversy or claim (“Claim”) you have arising out of or relating to these Terms of Use shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in Nashville, Tennessee. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of Tennessee and/or the United States District Court for the Middle District of Tennessee shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. FCS reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms of Use.

Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue class action or classwide arbitration shall be brought only in the United States District Court for the Middle District of Tennessee or any State of Tennessee court located in Davidson County, Tennessee.

24. Governing Law. These Terms of Use and all matters regarding your use of the FCS Website shall be governed by, construed in accordance with, and enforced under the laws of the United States of American and the State of Tennessee applicable to contracts made and executed and wholly performed in the State of Tennessee, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.

25. Waiver and Severability. The failure of FCS to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.

26. Complete Agreement. These Terms of Use, together with any revisions, any Additional Terms or Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and FCS relating to the FCS Website and its use by you, and supersedes any previous written or oral communication regarding use of the FCS Website.

27. Contact Information. If you have any questions or concerns regarding these Terms of Use or the FCS Website, please visit our "Contact Us" page.

28. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the FCS Website must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

29. Use of FCS Website and FCS Content outside of the United States. FCS makes no claims regarding access or use of the FCS Website or FCS Content outside of the United States. If you use or access the FCS Website or FCS Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.

30.  Notice and Takedown Procedures/Copyright Agent.  If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by contacting FCS's copyright agent (identified below) and providing the following information:

a)  Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

b)  Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

c)  Your name, address, telephone number and (if available) e-mail address.

d)  A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

e)   A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.

f)   A signature or the electronic equivalent from the copyright holder or authorized representative.

g)  FCS's agent for copyright issues relating to this web site is as follows:

Frey Capital Solutions, LLC

Attn: Office of Privacy – Kelly Frey

5000 Northfield Lane

Spring Hill, TN 37174

Or email: p.frey@freycapitalsolutions.com

In an effort to protect the rights of copyright owners, FCS maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Site who are repeat infringers.

We thank you for your cooperation and agreement.  We hope you find the FCS Site helpful and convenient to use.  Questions or comments regarding this Site, including reports of non-functioning links, may be submitted using our contact us form or via email at p.frey@freycapitalsolutions.com

Revised January 2021