FRSA Terms & Conditions: 4 Critical Legal Risks and How to Fix Them | Erayaha

## When Legal Loopholes Cost Millions: A Case Study of FRSA’s Terms & Conditions

When we examined the Florida Roofing and Sheet Metal Contractors Association (FRSA)’s Terms & Conditions, our analysis revealed several high-impact legal risks that could expose the organization to regulatory fines, costly litigation, and business disruption. In today’s regulatory climate, even a single ambiguous clause or missing safeguard can result in penalties exceeding $100,000 under statutes like the GDPR, CCPA, or Florida’s Deceptive and Unfair Trade Practices Act. Below, we break down four of the most significant issues and provide actionable improvements to strengthen FRSA’s legal framework.

1. Overbroad Limitation of Liability: Risk of Unenforceability and Massive Damages FRSA’s limitation of liability clause attempts to exclude all damages, including those that cannot be legally waived under Florida law. This overreach could render the entire clause unenforceable, exposing FRSA to uncapped damages in the event of a data breach or service failure. For example, a single data breach could result in statutory damages of $750 per user under CCPA, quickly escalating to six-figure liabilities.

Legal Analysis

critical Risk

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Added

IN NO EVENT WILL THE FRSA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITYEXCEPT TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OREXTENT SUCH OTHER WEBSITESLIABILITY CANNOT BE EXCLUDED OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITESLIMITED UNDER APPLICABLE LAW, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR PERSONAL INJURY, PAIN AND SUFFERINGFRAUD, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDINGGROSS NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLEWILLFUL MISCONDUCT. THE FOREGOINGTHIS LIMITATION DOES NOT AFFECT ANY LIABILITY WHICHAPPLY TO STATUTORY RIGHTS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWWAIVED.

Legal Explanation

The original clause attempts to exclude all liability, including types that cannot be legally waived under Florida law or federal statutes. Courts may strike down the entire clause as unconscionable, leaving FRSA exposed to unlimited damages. The revision preserves enforceability by carving out non-waivable liabilities and clarifying the scope of limitation.

2. Unilateral Termination Rights: Exposure to Wrongful Termination Claims The Terms grant FRSA sole discretion to terminate user access “for any or no reason,” without notice or opportunity to cure. This lack of process can be challenged as unconscionable or in bad faith, leading to wrongful termination claims and potential damages, especially if users have paid for memberships or event access. Litigation costs in such cases routinely exceed $50,000.

Legal Analysis

high Risk

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We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time [in our sole discretionupon reasonable notice and for any or no reason, including] if, in our opinion, you have violated any provisionmaterial breach of these Terms of Use, provided that you are given an opportunity to cure any alleged breach within a reasonable period, except where immediate action is required by law or to protect the security of the Website.

Legal Explanation

Unilateral termination without notice or opportunity to cure is likely to be deemed unconscionable or in bad faith, especially for paid users. The revision introduces due process, reducing risk of wrongful termination claims and enhancing enforceability.

3. Ambiguous Acceptance of Offers and Refund Policy: Payment Disputes and Chargeback Risk FRSA’s payment terms state that receipt of funds does not constitute acceptance, but do not specify clear timelines or refund mechanisms. This ambiguity creates confusion for users and increases the risk of payment disputes, chargebacks, and regulatory scrutiny under consumer protection laws. The cost of defending a single chargeback can exceed $500, not including potential regulatory fines.

Legal Analysis

high Risk

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Added

FRSA’s receptionreceipt of funds through its automated Portal shall NOT be construed as FRSAconstitutes acknowledgment of the user’s acceptance of any offer made by a Website user. Upon receipt of any offer, as described in 7(c),not acceptance. FRSA shall havewill notify the opportunity to,user of acceptance or rejection within fourteen (14) days, either: accept. If the offer by electronically transmitting its acceptance to the email address provided by the useris rejected, or reject the offer by electronically transmitting its rejection to the email address provided by the user and initiatingFRSA will initiate a refund of any funds received from the user in connection with offer. It shall be the Website user’s responsibilitywithin five (5) business days to ensure that the original payment method used to make payments through. Users will be notified of the Portal has reception capabilitiesrefund status and provided with a clear contact point for direct account refundspayment disputes.

Legal Explanation

The original clause lacks a clear refund timeline and dispute process, increasing the risk of chargebacks and regulatory scrutiny. The revision adds specific timelines and communication requirements, reducing ambiguity and potential financial exposure.

4. Incomplete Data Privacy Commitments: Regulatory Fines and Litigation Exposure The Terms lack specific commitments to comply with privacy regulations such as GDPR or CCPA, and do not define the purposes or legal bases for data collection. This omission exposes FRSA to regulatory investigations and fines, which can reach up to $20 million or 4% of annual revenue under GDPR.

Legal Analysis

high Risk

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Added

We may collect and use your personal information as we deem necessarysolely for businessthe specific purposes outlined in this section, in accordance with applicable privacy laws including GDPR and CCPA, and only with appropriate legal basis such as consent or legitimate business interest.

Legal Explanation

The original clause is overly broad and fails to meet privacy law requirements for specific, lawful purposes. The revision provides clear limitations, regulatory compliance, and establishes proper legal basis for data processing.

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Conclusion: Proactive Legal Protection is Essential Our analysis shows that FRSA’s current Terms & Conditions contain critical legal and logical errors that could result in substantial financial liabilities and reputational harm. Addressing these issues with precise, enforceable language and regulatory compliance is not just best practice—it’s essential risk management.

Are your contracts exposing your organization to preventable risks? What would a six-figure lawsuit mean for your business? How often do you review your legal framework for compliance gaps?

This analysis is for educational purposes only and does not constitute legal advice. For actual legal guidance, consult with a licensed attorney. This assessment is based on publicly available information and professional legal analysis. See erayaha.ai’s terms of service for liability limitations.