Terms of Service

Frame & Ledger designs and licenses Shopify infrastructure for hybrid (B2B2C) custom manufacturers. The Website exists to describe what we build, present case studies and methodology, and allow qualified business audiences to request a consultation.

The Website is informational and promotional. It does not, by itself, create a service relationship between F&L and any visitor, and it does not constitute an offer to enter into one.

This is important. Frame & Ledger performs professional services only under separately executed written agreements with the client entity engaged. Those agreements typically include some combination of:

• a Master Service Agreement (MSA) or Service Agreement,
• an Application License Agreement (ALA) governing any licensed proprietary application,
• one or more Statements of Work (SOWs),
• an Ad Pricing Schedule (APS), where applicable, and
• any addenda, amendments, or change orders executed by the parties.

These Terms govern your use of the Website. They do not govern the substance of any client engagement. To the extent a person or entity is engaged with F&L under an executed engagement agreement, that engagement agreement controls the parties’ rights and obligations with respect to the services, deliverables, intellectual property, confidentiality, payment, liability, indemnification, dispute resolution, and all related matters. Nothing on the Website — including these Terms, marketing copy, case studies, blog posts, or screenshots — modifies, supersedes, or limits any executed engagement agreement.

If there is any conflict between these Terms and an executed engagement agreement, the executed engagement agreement controls with respect to the matters it addresses.

You may use the Website only if you are at least eighteen (18) years of age, are acting in a business or professional capacity, and have the legal capacity to enter into these Terms. By using the Website, you represent that you meet these requirements.

The Website is intended for business audiences. It is not directed at consumers or children, and it is not offered for personal, family, or household purposes.

Subject to your compliance with these Terms, Frame & Ledger grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your own lawful internal business purposes — for example, to learn about F&L, evaluate whether to engage us, and reference our publicly available materials.

This license does not include the right to:

1. copy, reproduce, republish, mirror, frame, scrape, or systematically extract any portion of the Website;
2. sell, lease, license, sublicense, or otherwise commercialize any portion of the Website or its content;
3. modify, translate, adapt, or create derivative works of the Website or its content;
4. reverse engineer, decompile, or attempt to derive source code or the structure, organization, or methodology underlying any application, dashboard, or system referenced on the Website;
5. remove or alter any copyright, trademark, or other proprietary notice;
6. use the Website to train, fine-tune, evaluate, or otherwise develop any machine-learning model, large language model, or other artificial-intelligence system, except as expressly permitted by us in writing; or
7. use the Website in a manner inconsistent with these Terms or with applicable law.

All rights not expressly granted to you are reserved by Frame & Ledger.

The Website and all content, software, design, layout, source code, written materials, graphics, photography, video, audio, illustrations, diagrams, architecture descriptions, methodology, case studies, performance figures, screenshots, recreated visualizations, branding (including the Frame & Ledger name and marks, the F&L monogram, the tagline “Measure Twice. Scale Once.”, and any associated trade dress), and the proprietary infrastructure referenced on the Website (including custom Shopify applications, the Native Shopify CRM module, the Ledger Dashboard, Hydrogen storefront patterns, and integration code and schemas) are owned by or licensed to Frame & Ledger and are protected by copyright, trademark, trade-secret, and other intellectual-property laws.

Frame & Ledger retains all right, title, and interest in and to the foregoing. Nothing on the Website grants you, by implication, estoppel, or otherwise, any license or right to use any F&L intellectual property except as expressly stated in these Terms or in an executed engagement agreement that grants such a license.

Third-party marks, names, and logos referenced on the Website (for example, Shopify, Klaviyo, HubSpot, Sanity, Hydrogen, and any client business names referenced in case studies) are the property of their respective owners. Reference to a third-party platform or business does not imply endorsement by or affiliation with that platform or business beyond what is stated.

When you submit information through the Website — for example, by completing the Request Consultation form, sending us an email, or attaching documents to a message — you represent that the information is accurate, that you have the authority to share it, and that doing so does not violate any third-party right or any obligation owed by you or your organization.

You retain ownership of any business information you provide. By submitting it, you grant Frame & Ledger a limited, royalty-free license to receive, review, store, and use the information for the purposes of evaluating fit, responding to your inquiry, scoping a potential engagement, and operating our business — in each case consistent with the Privacy Policy. We will not disclose information you mark as confidential except as permitted by the Privacy Policy or as required by law.

If you send Frame & Ledger feedback, suggestions, ideas, or other unsolicited input about our work, our positioning, or our infrastructure (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and incorporate the Feedback for any lawful purpose, without obligation or attribution to you, except where the Feedback constitutes confidential information of an existing client subject to a separate written agreement.

You should not submit, and the Website is not designed to receive, sensitive personal information (for example, financial-account credentials, health information, or government identifiers). Do not submit information you do not want stored or reviewed in the ordinary course.

You agree not to use the Website, and not to permit any other person to use the Website, to:

1. violate any law, regulation, or third-party right;
2. infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person;
3. impersonate any person or entity, or misrepresent your affiliation with any person or entity;
4. submit content that is unlawful, defamatory, harassing, threatening, obscene, or otherwise objectionable;
5. transmit any virus, worm, malicious code, or other harmful component;
6. interfere with, disrupt, probe, scan, or test the security or integrity of the Website or any infrastructure supporting it;
7. attempt to gain unauthorized access to the Website, any account, or any associated systems;
8. use any robot, spider, scraper, or other automated means to access the Website except for indexing by recognized search engines in accordance with our robots configuration;
9. overload, flood, or otherwise impair the operation of the Website; or
10. engage in any conduct that, in our reasonable judgment, exposes Frame & Ledger, its clients, its personnel, or other Website users to liability or harm.

We reserve the right to investigate and take appropriate action against any violation of this Section, including blocking access, removing content, and pursuing legal remedies.

The Website is provided for informational purposes. It is not legal, accounting, tax, investment, regulatory, or other professional advice, and it is not a substitute for the advice of a qualified professional engaged to assess your specific situation. Reliance on information on the Website is at your own risk.

Case-study figures and performance metrics presented on the Website — including any revenue, profit, conversion-lag, or ROAS figures attributed to a client engagement — describe outcomes observed in a specific engagement under specific conditions. They are not promises, guarantees, or projections of results in any other engagement. Frame & Ledger makes no representation that any other client will achieve similar results.

Without limiting the foregoing, Frame & Ledger does not represent or warrant that any system referenced on the Website, or any service Frame & Ledger may provide, is compliant with any specific regulation, standard, or certification framework — including HIPAA, PCI-DSS, COPPA, GDPR-specific certifications, SOC 2, ISO 27001, ADA / WCAG, or industry-specific regimes — unless and except as expressly committed in a signed agreement that scopes and prices such commitments.

The Website may contain links to third-party websites, services, or content (for example, LinkedIn profiles, video hosts, partner platforms, or referenced client websites). Those resources are not controlled by Frame & Ledger, and we are not responsible for their content, accuracy, availability, security, or practices. The presence of a link or reference does not imply endorsement. Your use of any third-party resource is at your own risk and is governed by the terms and policies of that resource.

Except as expressly stated in a signed agreement between you and Frame & Ledger, the Website and all content, materials, and information on or accessible through it are provided “as is” and “as available,” with all faults and without warranty of any kind.

To the fullest extent permitted by applicable law, Frame & Ledger and its members, officers, employees, contractors, agents, and licensors (collectively, the “F&L Parties”) disclaim all warranties, express, implied, and statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, availability, title, and any warranties arising from course of dealing, course of performance, or usage of trade.

The F&L Parties do not warrant that the Website or its content will be uninterrupted, error-free, accurate, complete, secure, or free of viruses or other harmful components, or that defects will be corrected. Any material downloaded or otherwise obtained through the Website is accessed at your own risk, and you are solely responsible for any damage to your system or loss of data resulting from such access.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions above may not apply to you. In that case, the exclusions apply to the maximum extent permitted by law.

To the fullest extent permitted by applicable law, in no event will any of the F&L Parties be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or opportunity, arising out of or relating to your access to or use of the Website or these Terms, even if advised of the possibility of such damages and regardless of the theory of liability (contract, tort, strict liability, or otherwise).

Without limiting the foregoing, the aggregate liability of the F&L Parties to you for all claims arising out of or relating to your access to or use of the Website or these Terms will not exceed one hundred U.S. dollars (USD $100.00).

If you are engaged with Frame & Ledger under an executed engagement agreement, the limitation of liability provisions of that engagement agreement govern that engagement and are not affected by this Section. Conversely, nothing in your engagement agreement modifies the limitations in this Section as applied to your use of the Website.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you. In that case, liability is limited to the greatest extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless the F&L Parties from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Website; (b) your breach of these Terms; (c) your violation of any law or third-party right in connection with your use of the Website; or (d) any content or information you submit through the Website.

Frame & Ledger may, at its option, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will reasonably cooperate with our defense. You will not settle any claim affecting the F&L Parties without our prior written consent.

Frame & Ledger may modify, update, suspend, or discontinue any part of the Website at any time, with or without notice. We may also update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of these Terms and, where changes are material, take reasonable additional steps to notify users. Your continued use of the Website after an update constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Website.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Website that is not resolved through the good-faith discussions described in Section 15 will be brought exclusively in the state or federal courts located in Florida. You consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

Before initiating any formal proceeding arising out of or relating to these Terms or the Website, the parties will first attempt in good faith to resolve the matter through informal discussion. Either party may initiate this process by sending written notice describing the dispute and the relief sought to the other party (in our case, to legal@frameandledger.com). If the dispute is not resolved within thirty (30) days after such notice, either party may pursue any remedies available at law or in equity, subject to Section 14.

Each party irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Website.

You and Frame & Ledger agree that any claim arising out of or relating to these Terms or the Website must be brought in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Nothing in this Section limits either party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or other rights for which monetary damages would be inadequate.

We may suspend or terminate your access to the Website at any time, with or without notice, for any reason — including suspected violation of these Terms or any conduct we determine, in our sole discretion, is harmful to Frame & Ledger, its clients, or other users. Upon termination, the licenses granted to you under these Terms cease, and any Sections of these Terms that by their nature should survive termination will survive (including Sections 2, 5, 6, 8, 10, 11, 12, 14, 15, 17, and 18).

No agency. 

Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between you and Frame & Ledger. Neither party has authority to bind the other.

Assignment. 

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Frame & Ledger may assign or transfer these Terms without restriction. Any attempted assignment in violation of this provision is null and void.

Severability. 

If any provision of these Terms is held to be unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

No waiver. 

Our failure to enforce any provision of these Terms is not a waiver of that or any other provision.

Force majeure. 

Frame & Ledger will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

Notices. 

We may give notices under these Terms by posting on the Website, by email to an address you provide, or by other reasonable means. You may give notices to us at legal@frameandledger.com.

Headings. 

Section headings are for convenience and do not affect interpretation.

These Terms, together with the Privacy Policy and any other terms expressly incorporated by reference, constitute the entire agreement between you and Frame & Ledger with respect to your use of the Website, and supersede all prior or contemporaneous communications and proposals concerning that subject matter.

For the avoidance of doubt: these Terms govern your use of the Website. They are separate from, and do not modify, any executed engagement agreement between Frame & Ledger and a client entity. The engagement agreement controls the substance and conduct of the client engagement.

Questions, notices, and concerns about these Terms can be directed to: