Terms of Service

These Terms of Service are the agreement for the Freewave.Tech support plan, for hourly and project work, for free assessments, and for this website. This version applies to everyone who accepts it under Section 1.2 on or after the day it is first posted on this page. If you accepted an earlier version, this version applies to you if you keep using the services more than 30 days after we email you about it; if you cancel before then, the earlier version continues to apply until your Plan ends. This version never applies to a dispute that arose before it applied to you.

Contents

1. This agreement
2. This website
3. The support plan
4. People, computers and servers
5. Fees, billing and taxes
6. Cancelling
7. Suspension and termination by us
8. When the services end
9. Your responsibilities
10. Authorization to access your systems
11. Security, backups and incidents
12. Your data and confidentiality
13. Regulated data
14. Third-party products and services
15. Warranty and disclaimer
16. Limitation of liability
17. Indemnity
18. Claims: notice and time limit
19. Disputes, arbitration and waivers
20. Non-solicitation
21. General terms
22. Contact

1. This agreement

1.1 Who we are. Freewave.Tech is a service of Carrot & Flower LLC, doing business as Freewave.Online. Carrot & Flower LLC is a Washington limited liability company and is the party you contract with (“we”, “us”, “our”). “You” and “your” mean the business that signs up for or uses our services. “services” means the support plan, hourly and project work, free assessments, and anything else we provide to you. The “account owner” is the person who signed up and anyone else with the owner role in the client portal; we may rely on instructions from any account owner.

1.2 How you accept. You accept these Terms when you tick the box agreeing to them at signup, when you confirm by email or online that you accept them, when you approve a Quote (Section 1.6) that refers to them, or when you use our services or let us work on your systems, whichever happens first. Before we start a free assessment, hourly work or any other work on your systems for a business that has not signed up online, we will send the person asking for it a link to these Terms and ask them to confirm, by email or online, that they accept them for the business and authorize our access. Ticking the box, clicking to continue, or confirming or approving by email is an electronic signature with the same effect as signing on paper. You can save or print this page at any time.

1.3 Authority. The person who accepts these Terms confirms that they are at least 18 and have authority to bind the business they accept them for. A person who accepts without that authority is personally bound by these Terms, including the obligation to pay.

1.4 Business use only. We sell our services to businesses, nonprofits and other organizations, including sole proprietors acting for their business, for business purposes only. They are not offered for personal, family or household use, and you confirm you are not buying them for that. If a law that cannot be waived treats you as a consumer anyway, any part of these Terms that law does not allow will not apply to you, and the rest will.

1.5 United States only. We serve businesses located in the United States, for people and systems in the United States. Remote support is available nationwide. Tell us before asking us to work on anything located outside the United States; we may decline.

1.6 Other documents. These Terms include our plans page as described in Section 3. Our Privacy Policy explains how we handle personal information; it is a notice and not part of this contract. A written quote, proposal or statement of work that we issue or sign for particular work (a “Quote”) also applies to that work. Section 21.5 says which document wins if they conflict.

2. This website

2.1 Information only. The content on freewave.tech is general information about what we do. Apart from the plan on our plans page, it is not an offer. Descriptions of services, industries, examples and outcomes are illustrations, not promises. Only these Terms (with the documents Section 1.6 includes), a Quote and any signed agreement listed in Section 21.5 set out what we have agreed to do.

2.2 Our content. This website, our names and logos, and the text, images and design on it belong to us or our licensors. You may view and share pages in the ordinary way. You may not copy the site or its content wholesale, reuse our branding, or present our content as your own.

2.3 Links. Links to other websites are for convenience. We don’t control those sites and are not responsible for them.

2.4 Using the site and portal. Do not misuse this website or the client portal. That includes trying to get into accounts or systems that are not yours, probing, overloading or disrupting them, scraping them aggressively, and sending automated or spam submissions through our forms.

3. The support plan

3.1 What the plan is. The Freewave.Tech support plan (the “Plan”) is the monthly support service described on our plans page on the day you sign up, for the people, computers and servers on your Plan. It currently includes, for the people on your Plan:

• unlimited remote help by phone and email;
• support for their computers, phones and printers, the servers on your Plan, and your Wi-Fi and network;
• day-to-day administration of your existing Microsoft 365 or Google Workspace organization: adding, changing and removing users, licenses, mailboxes and settings;
• everyday security: setting up and looking after antivirus (the protection built into your systems, or a product you license), multi-factor sign-in setup, and advice on suspicious emails; and
• dealing with your technology vendors on your behalf.

We may improve the Plan and change the tools and methods we use at any time. A change that materially reduces what the Plan includes is made under Section 21.8, with 30 days’ notice.

3.2 “Unlimited” and fair use. We don’t count tickets or hours for the remote support the Plan covers. “Unlimited” means that; it does not mean unlimited work of every kind, and it assumes ordinary everyday use by the people on your Plan. We may treat as quoted project work any request that is really a project (Section 3.3), that needs substantial research, planning or scheduled work beyond everyday support, or that comes from someone who is not on your Plan. If your volume of requests is consistently far above what is normal for a team your size, or appears aimed at getting project work for the Plan price, we will talk to you first. We may then require a different arrangement or end the Plan under Section 7.2.

3.3 Not included. The Plan does not include:

• new projects, such as migrations, setting up a new Microsoft 365 or Google Workspace organization, moving email or files into or between them, new office or network setups, security programs and compliance work;
• on-site visits;
• hardware, and the cost of software licenses and subscriptions;
• building, migrating, restoring or re-architecting servers and virtual machines, including those on your Plan, which get everyday remote help but not this work;
• specialist equipment, beyond everyday remote help with it;
• recovery from a major security incident, outage or data loss (Section 11.4);
• work for people, computers or servers that are not on your Plan; and
• anything else the plans page does not list.

We tell you the price and get your go-ahead before starting work that is not included.

3.4 Hourly and quoted work. Work the Plan does not include, including on-site visits, project work and anything else these Terms say is billed at our hourly rates, is billed at $75 an hour while you have an active Plan and $150 an hour otherwise, unless we have quoted a fixed price. On-site visits are available in San Juan County, Washington; elsewhere they are quoted. An estimate is not a fixed price unless the Quote says so. We may change our hourly rates for future work with 30 days’ notice.

3.5 Hours and response. Our support hours are Monday to Friday, 8am to 5pm Pacific time, except major US holidays. We handle emergencies outside those hours on a best-effort basis. We do not guarantee any response time, resolution time or availability. Any time we mention is a goal, not a commitment.

3.6 How to ask for help. Email [email protected] (each email becomes a ticket) or call (321) 222-0889. Requests should come from the people on your Plan or the contacts you name under Section 9. We may act on any request that reasonably appears to come from you or your people. We may, but don’t have to, check who is asking, and we may delay or refuse a request, such as a password reset or a change to administrator access, until we are satisfied it is genuine.

3.7 Requests we may decline. We may decline any request that we reasonably believe is unlawful, would infringe someone’s rights, would breach a software license or a vendor’s terms, would seriously weaken your security, is unsafe, or is outside the services we offer.

4. People, computers and servers

4.1 What counts. The Plan is priced per person, with one computer included for each person, and extra computers and servers charged for each one, at the prices on the plans page. A “person” is each individual who asks us for help or who has an account or device we look after under the Plan. A “computer” is a desktop or laptop computer; a computer shared by several people counts as an extra computer unless it is one person’s included computer. A “server” is a physical server or virtual machine that runs services for your business, such as file, print, directory, application or database services. Each server counts as one extra computer for pricing and is not anyone’s included computer. Each virtual machine counts as its own server, and so does the physical server it runs on. Network storage boxes (NAS), routers, firewalls, switches and similar network appliances are not servers; they get everyday remote help as part of your network.

4.2 Keeping it accurate. The account owner sets the number of people and extra computers or servers in the client portal and must keep it up to date. Changes are prorated through Stripe: an increase is charged for the rest of the billing month, and a decrease becomes a credit on future invoices, not a cash refund.

4.3 True-up. If the people, computers or servers we actually support are more than your Plan covers, we may tell you by email or in the client portal and then increase your Plan to match, billing the difference from the start of the billing month in which we told you. Until your Plan is updated, we may decline to help people, computers or servers that are not on it.

5. Fees, billing and taxes

5.1 Monthly billing. Plan fees are billed monthly in advance, by card, through Stripe. The first charge is on the day you sign up and the Plan renews on the same day each month. You authorize us and Stripe to charge your payment method on file for Plan fees each month until the Plan ends, and for hourly work, approved Quotes, pass-through costs and taxes as they fall due. You must keep a valid payment method on file.

5.2 Hourly and project invoices. Hourly and project work is invoiced as it is done, or as the Quote says, and is due on receipt unless the invoice says otherwise. We may charge it to your payment method on file. We may require a deposit before starting project work or ordering hardware for you.

5.3 Taxes. Our prices do not include taxes. You pay all sales, use and similar taxes on the services, including Washington sales tax where it applies, other than taxes on our income. If a tax authority later decides we should have collected tax from you, you will reimburse us.

5.4 No refunds. Fees are non-refundable, including for part months, unused support and months in which you did not use the services, except where Section 7.2 or 15.1 says otherwise or the law requires a refund.

5.5 Failed payments. If a charge fails, Stripe may retry it and we will email the primary email address on your account. If any amount is still unpaid 7 days after we email you about it, we may suspend the services under Section 7.1 or end them under Section 7.3. To restore suspended services you must pay everything overdue, and we may ask for a different payment method.

5.6 Overdue amounts. Overdue amounts accrue interest at the lesser of 1% a month or the highest rate the law allows, from the due date until paid. You will also pay our reasonable costs of collecting overdue amounts, including collection agency and attorneys’ fees, to the extent the law allows.

5.7 Questioning a charge. If you think a charge is wrong, tell us in writing at [email protected] within 30 days of the charge, with the details, and we will work with you in good faith to resolve it. Charges you do not question within 30 days are treated as accepted. You agree to raise any problem with a charge with us, and give us 30 days to resolve it, before disputing it with your card issuer or bank. If you open a chargeback without doing so, or for a charge that was valid, you will reimburse the chargeback fees and our reasonable costs, and we may suspend the services until it is resolved. You must pay any part of an invoice you do not question on time.

5.8 Price changes. We may change Plan prices by emailing an account owner at least 30 days before the change applies to you. If you don’t want to pay the new price, cancel before it takes effect.

6. Cancelling

6.1 Month to month. There is no minimum term and no setup fee. The Plan renews automatically every month until you cancel it or it ends under these Terms.

6.2 How to cancel. Cancel anytime from the client portal (Billing, then the Stripe billing portal), or by emailing [email protected] from an account owner’s email address. Cancellation takes effect at the end of the month you have paid for, and you won’t be charged again for the Plan. You still owe any unpaid hourly work, Quotes and pass-through costs.

6.3 Work in progress. Cancelling the Plan does not cancel a Quote in progress. A Quote ends as it says; if it doesn’t say, you may cancel it by notice and you pay for the work done and the costs we have committed to up to that point. Hourly work after the Plan ends is billed at the non-member rate.

7. Suspension and termination by us

7.1 Suspension. We may suspend all or part of the services, including remote access and monitoring:

• when Section 5.5 or 5.7 allows it;
• immediately, if we reasonably believe your systems or accounts are compromised, or pose a risk to us, our other clients or anyone else, or if suspension is needed to comply with the law; or
• immediately, if you or your people are abusive, harassing or threatening toward us.

We will tell you promptly and restore the services once the reason is resolved. Fees continue during a suspension. We are not responsible for the consequences of a suspension these Terms allow.

7.2 Termination for convenience. We may end the Plan or any services for any reason by giving you 30 days’ notice. If we do, we will refund any Plan fees you prepaid for the period after the services end, and any deposit or prepayment for work we have not done, less costs we have already committed to on your behalf.

7.3 Termination for cause. We may end the Plan and any services immediately, by notice, if:

• any amount is still unpaid 7 days after we email you about it;
• you materially breach these Terms and don’t fix the breach within 10 days after we tell you about it, or the breach cannot be fixed;
• you use, or ask us to use, the services for anything unlawful or fraudulent, or to access systems you are not authorized to access;
• your systems present a serious security risk that you do not fix after we tell you about it;
• you or your people are abusive, harassing or threatening toward us; or
• you become insolvent, stop doing business, or become the subject of a bankruptcy or similar proceeding.

On termination for cause, no fees are refunded and everything you owe becomes due immediately.

8. When the services end

8.1 Handover. When the Plan ends for any reason, or, if you have no Plan or a Quote is still in progress, when our last services to you end (in either case, the “end date”), or earlier if you ask, we will, within a reasonable time:

• give the administrator credentials and access details we hold for your systems, including the passwords or encryption keys for any backups we manage for you, and the documentation we keep about your setup, to an account owner or another person we have reasonably confirmed is authorized to receive them for your business;
• remove our remote access, monitoring and other agents from computers and servers we can still reach, or tell you how to remove them; and
• remove our administrator accounts and delegated access from your Microsoft 365, Google Workspace and other accounts, or tell you how to.

We do this whether or not you owe us money, and handing over access does not cancel anything you owe. Before handing over credentials we may confirm the request by phone or another contact method already on file. We are not responsible for handing over access to an account owner shown on your account, so keep your account owners current. After handover, you are responsible for changing passwords and removing any remaining access, and we are not responsible for access that remains because that was not done.

8.2 Transition help. Help beyond Section 8.1, such as briefing a new provider, moving data or tools, or removing agents from devices we can’t reach remotely, is billed at the hourly rates in Section 3.4.

8.3 Your data after the end. Make sure you have copies of everything you need before the end date. We keep the data of yours that we hold for 30 days after the end date so you can ask for a copy (billed under Section 8.2), and then delete it, except records we keep for billing, tax, legal and dispute purposes, copies in routine backups until they expire, and data the law requires us to keep. If we manage backup storage for you, tell us before the end date whether to transfer that storage to you or delete it; if you don’t, we may delete it 30 days after the end date.

9. Your responsibilities

You agree to:

• Give accurate information. Give us complete and accurate information, and keep your contact, billing and team details up to date.
• Name a contact. Name at least one person who can make decisions and approve work for your business. By default that is each account owner, and we may rely on their decisions.
• Keep your contacts’ email secure. Protect the email accounts of the people listed as contacts on your account with strong passwords and multi-factor sign-in. We treat a request or approval that comes from a contact’s email address as coming from your business, unless you have told us that address may be compromised or the message is plainly not from them.
• Cooperate. Give us timely access to the people, systems, accounts, premises and information we reasonably need, and a safe place to work on site. We are not responsible for delays you cause.
• Use licensed software lawfully. Use only properly licensed software and content, hold enough licenses for your use, and use your systems lawfully.
• Keep systems supported. Keep hardware, operating systems and software on versions their makers still support with security updates. We may decline to support, or support only on a best-effort basis, systems that are out of support or cannot reasonably be secured.
• Keep your own administrator access. Keep at least one administrator account of your own, with sign-in details we do not hold, for each of your key systems, including your Microsoft 365 or Google Workspace organization, your domain registrar and DNS, and your firewall or router. We will help you set this up. If you choose not to, or ask us to be your only administrator, you accept the risk that you cannot reach those systems when we cannot be reached, and we are not responsible for the losses that follow.
• Share passwords safely. Don’t send passwords, recovery codes or other secrets by email, ticket or text unless we ask you to; use the method we give you. If you send one another way, we may delete it and ask you to change it, and you bear the risk of its exposure before it reached us.
• Keep your own backups. Back up your own data unless we have agreed in writing to manage backups for you, and even then tell us what must be included.
• Act on security advice. Consider our security recommendations and act on them. If you decline, delay or don’t act on a recommendation, you accept the risks that follow, and we are not responsible for losses it was meant to prevent. We may ask you to confirm a declined recommendation in writing (email is fine).
• Report incidents. Tell us promptly if you suspect a security incident, unauthorized access, or a lost or stolen device, and follow our reasonable instructions.
• Manage your vendors. Keep your agreements with your own vendors, such as your internet provider and software and cloud providers, in place and follow their terms.
• Be responsible for your people. Make sure your employees, contractors and anyone else you let use your systems (“your people”) follow these Terms. You are responsible for what they do and for the requests they make of us.
• Meet your own legal obligations. You are responsible for your own legal, regulatory, insurance and industry obligations, including privacy, data breach notification, record keeping and employee monitoring laws. Our work does not make you compliant with any law or standard.

10. Authorization to access your systems

10.1 Your authorization. You authorize us, our people and our subcontractors to access, monitor, configure, maintain, repair, update and otherwise work on the computers, devices, networks, accounts, cloud services, software and data that you ask us to support, or that we reasonably need to access to provide the services (“your systems”). This includes authority to:

• install and run remote access, monitoring and management, security, inventory and backup software (“agents”) on your systems;
• connect to your systems remotely, including when no one is at the device, to maintain and fix them;
• hold administrator credentials and administrator or delegated administrator access to your Microsoft 365, Google Workspace and other accounts;
• create, change and remove user accounts, passwords, permissions, settings and software as needed to do the work;
• see and handle data on your systems as needed to do the work;
• take reasonable emergency action, such as isolating a device, disabling an account or blocking access, when we reasonably believe it is needed to contain a security threat, even if we can’t reach you first; and
• deal with your technology vendors on your behalf about support matters.

This authorization applies for all purposes, including the federal Computer Fraud and Abuse Act and state computer trespass and similar laws. It lasts until the services end and our access is removed under Section 8. You may limit it earlier by telling us in writing, and we are not responsible for what we cannot do because of that limit.

10.2 Your promises about access. You promise that you own or control your systems, or have the right to authorize our access to them; that you have authority to give this authorization for your business and for any device or account belonging to one of your people that you ask us to support; and that you have given your people any notice, and obtained any consent, that the law or your own policies require for us to access and monitor the devices and accounts they use. For a device or account that belongs to one of your people rather than to your business, you will make sure that person agrees to our access before we connect, and we may ask them to confirm it directly, for example by installing our agent themselves or approving a remote session.

10.3 How we use access. We access your systems only to provide the services to your business, within what you have asked for or what is reasonably needed to do it. Where we can, we make disruptive changes at a time that suits you, except when urgent action is needed to protect your systems.

10.4 Our tools. We use third-party and open-source software to deliver the services, including remote access, monitoring and backup tools, and we may use our own software. We choose, change and replace our tools at our discretion. Third-party and open-source tools come under their own licenses, and we give no warranty for them beyond Section 15.1. Our tools, scripts, templates, configurations and know-how remain ours. You may keep using anything of ours left in your systems for your own internal business use, but you may not resell it. We may use automation and AI-assisted tools to help us with the work, and we remain responsible for our work under these Terms.

10.5 Automated support and approvals. We may use automated systems, including AI agents, to read and sort your support requests, look up information about your account and systems, draft and send replies, and, once an action is approved, carry out changes on your systems through the access in Section 10.1. You authorize these systems to act for us within these Terms. Before we make a change on your systems we will describe it and ask for approval, except for urgent action under Section 10.3 or routine work your plan already covers. You can approve by replying “yes” from a contact’s email address on your account, or in your client portal, and we may rely on that approval as your instruction. For higher-risk requests, such as resetting someone else’s password, adding an administrator or changing security settings for your whole organization, we may ask for approval from an account owner or confirm it another way before acting. Automated replies can be wrong or incomplete: check any instructions before you follow them, and reply to ask for a person at any time.

11. Security, backups and incidents

11.1 No guarantee of security. No system, service or practice is completely secure. We do not guarantee, and cannot guarantee, that your systems or data will be free from breaches, intrusions, malware, ransomware, phishing, fraud, data loss or corruption, outages or downtime, or that any tool will detect or stop every threat. The everyday security in the Plan reduces risk. It does not remove it.

11.2 Your decisions. We advise; you decide. You make the final decisions about your technology, security, spending and risk, and you are responsible for them.

11.3 Backups. Unless we have agreed in writing to manage backups for you, backing up your data is your responsibility. When we do manage backups, they use third-party software and storage, which you pay for at our cost; they cover only the data and devices we agree in writing; and we do not guarantee that every backup will complete or that every file can be restored. You should ask us to test a restore of anything critical.

11.4 Incidents. If a security incident, major outage or data loss happens, the Plan includes everyday first response, such as resetting a compromised password or cleaning up a single infected computer. Larger incident response, investigation, recovery and rebuilding is billed at the hourly rates in Section 3.4 unless we agree otherwise. Decisions about notifying authorities, affected people, regulators and your insurer, about hiring lawyers or forensic specialists, and about any ransom demand are yours. We will not pay a ransom and may decline to communicate with attackers.

11.5 Fraudulent requests. We are not responsible for payments, transfers or disclosures that you or your people make in response to fraudulent emails, calls, invoices or messages, including business email compromise, even if we have advised you on email security.

11.6 Insurance. Whether to carry cyber and other insurance is your decision, and we recommend cyber insurance. We do not sell insurance or advise on coverage, and you are responsible for meeting your policy’s requirements and notifying your insurer. If we help you answer an insurance, customer or vendor security questionnaire, the answers are your statements: we give information as we understand it at the time, and you must check them before you submit them. To the extent your policies allow, you waive, and will have your insurers waive, all rights of recovery and subrogation against us and our members, managers, employees and contractors for any loss covered by your insurance.

11.7 Monitoring and alerts. Where we use monitoring or alerting tools, they help us notice problems; they are not a round-the-clock watch. We look at alerts during our support hours as part of everyday support, not in real time. We are not responsible for an alert a tool does not raise, or for acting on an alert before we have seen it in the ordinary course, including one that arrives outside support hours. Around-the-clock monitoring or response is available only under a Quote.

12. Your data and confidentiality

12.1 Your data. “Your data” means the data and content on your systems or that you give us. You own your data. You permit us to access, use, copy, store and transmit it only as needed to provide the services, to comply with the law, and to protect our rights and systems. We do not sell your data.

12.2 Confidentiality. Each of us will keep the other’s confidential information confidential and use it only for the purposes of these Terms. Confidential information is non-public information that is marked confidential or would reasonably be understood to be confidential, including your data, your credentials, and our Quotes, tools and methods. It does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed by it, or is received from someone else without a duty of confidence. Either of us may share confidential information with our own people and service providers who need it for these Terms and are bound to keep it confidential, and may disclose it when the law or legal process requires, giving the other notice first where lawful. These duties last while the services continue and for 3 years afterwards, and for credentials, your data and trade secrets, for as long as they are held or remain secret.

12.3 Our service providers. We use service providers to run our business and deliver the services, including Stripe for payments, Cloudflare for our website, email routing and security, our hosting and email delivery providers, storage and backup providers, and the makers of the tools described in Section 10.4. They may process your data or personal information on our behalf. Their services are third-party services under Section 14.

12.4 Personal information. Our Privacy Policy explains how we handle personal information about you and your people as our client. For personal information within your data, you are responsible for it and for having the right to share it with us, and we handle it on your behalf and on your instructions.

12.5 Breach notice. If we learn of unauthorized access to your data while it is in our systems, we will tell you without unreasonable delay and as the law requires.

12.6 Service data. We may use information about how our services are used, such as ticket volumes, device counts and security event trends, in de-identified and aggregated form that does not identify you or your people, to run and improve our services.

12.7 Legal requests. If we receive a subpoena, court order, government or regulator request or other legal process relating to you, your people or your systems, or you ask us to preserve, collect or produce data, or to give evidence, for an investigation, audit, insurance claim or legal matter, you will pay for our time at the hourly rates in Section 3.4 and our reasonable costs, including reasonable attorneys’ fees for reviewing and responding. This does not apply to a dispute between you and us, which Section 19 covers. Where the law allows, we will tell you about a request so you can object to it at your own cost.

13. Regulated data

13.1 No regulated-data obligations unless agreed in writing. We are not your HIPAA business associate, and we do not take on obligations under any law or standard that governs specially regulated data, unless we both sign a separate written agreement that says so, such as a business associate agreement. Regulated data includes protected health information, payment card data, Social Security and other government ID numbers, nonpublic personal financial information, and any other data that a law or standard requires your IT provider to protect under a written contract.

13.2 Tell us first. If you signed up online you confirmed, and in any case you promise, that, unless you told us in writing before we started work, you are not a HIPAA covered entity or business associate and your systems do not hold regulated data that requires such an agreement with your IT provider. If that changes, tell us in writing before giving us access to regulated data. We may then decline the work, require a separate agreement at additional cost, or end the Plan under Section 7.2, and until then we may decline to access systems or data covered by this section.

13.3 Keep it out of tickets. Do not send regulated data to us by email, ticket, phone, chat or the client portal unless we have agreed a secure method in writing. If you do, we may delete it.

13.4 Compliance. Even when we help with compliance work, we do not certify, audit or guarantee your compliance with HIPAA, PCI DSS, SOC 2 or any other law or standard. Compliance remains your responsibility.

14. Third-party products and services

14.1 Their terms, their responsibility. Much of what we support comes from other companies: Microsoft, Google, internet providers, hardware makers, software vendors and cloud services. Their products and services are governed by their own terms, between you and them. We don’t control them and are not responsible for their performance, outages, security, data handling, pricing or changes, even when we recommended, set up or manage them.

14.2 Accounts in your name. Licenses, subscriptions, domains and accounts we set up for you are in your business’s name and belong to you. You authorize us to accept a provider’s standard terms on your behalf where that is needed to set up something you asked for, and you are bound by those terms.

14.3 Pass-through costs. You pay for third-party services, hardware and licenses, either directly or at the price we quote or invoice for them, plus any taxes and shipping. Backup storage we manage for you is passed through at our cost. If we buy a license or subscription for you that has a fixed term or can’t be cancelled, such as an annual Microsoft 365 commitment, you pay for its whole term even if the Plan ends first, unless the provider lets us cancel or transfer it.

14.4 Hardware. The manufacturer’s warranty is the only warranty for hardware we obtain for you, and we pass it on to you where we can. Risk of loss passes to you on delivery; ownership passes when you have paid for it in full. Returns follow the seller’s policy, including any restocking fees.

15. Warranty and disclaimer

15.1 Our warranty. We will perform the services in a professional and workmanlike manner. If we don’t, tell us in writing within 30 days after the work, describing the problem. We will then re-perform the work at no extra charge or, if we cannot reasonably do that, refund the fees you paid for it: for the Plan, the Plan fee for the month in which the problem occurred; for hourly or project work, the fees for that work. That is our only obligation, and your only remedy, for breach of this warranty.

16. Limitation of liability

16.4 Why these limits exist. These limits apply even if a limited remedy fails of its essential purpose. They are an agreed allocation of risk and part of the basis of our prices, which would be much higher without them.

16.5 What these limits don’t cover. Nothing in these Terms limits or excludes liability that the law does not allow to be limited or excluded, such as liability for fraud, or for gross negligence or willful misconduct where Washington law does not allow it to be limited. Section 16 does not limit your obligation to pay fees or your obligations under Section 17.

17. Indemnity

17.1 Your indemnity. You will defend, indemnify and hold harmless Carrot & Flower LLC and its members, managers, employees, contractors and agents against all third-party claims, and all resulting losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ and experts’ fees), arising out of or relating to:

• your data or your systems, including any security incident affecting them;
• your instructions, or our following them;
• a breach of these Terms, or a violation of any law or of anyone’s rights, by you or your people;
• software, content or services used on your systems without a valid license or right;
• claims by your people, customers or vendors, including claims about our access to or monitoring of devices and accounts under Section 10;
• regulated data you gave us access to without the written agreement Section 13 requires;
• third-party products and services you use; and
• any dispute between you and your people, customers or vendors.

17.2 How it works. We will tell you promptly about a claim; a delay reduces your obligations only to the extent it harms your defense. You may control the defense with counsel reasonably acceptable to us, and we will cooperate at your expense. You may not settle a claim in a way that admits fault on our part or puts any obligation on us without our written consent. We may take part with our own counsel at our own expense.

18. Claims: notice and time limit

18.1 Notice and a chance to fix it. Before starting an arbitration or court case (other than a request for urgent relief under Section 19.4), the party with the claim must send the other a written notice describing the claim, the facts behind it and the relief wanted, and allow 30 days for the two of us to resolve it. During those 30 days we will each try in good faith to settle it, including by talking directly if either of us asks.

18.2 One-year time limit. To the extent the law allows, any claim arising out of or relating to these Terms or the services must be started, by an arbitration demand or court filing, within one (1) year after the party bringing it knew, or reasonably should have known, of the facts giving rise to it, or it is permanently barred. This limit does not shorten the time to bring a claim under the Washington Consumer Protection Act or any other statute whose limitation period cannot be shortened by agreement. For a claim for indemnity, the year starts when the third-party claim is made. If the 30-day notice period in Section 18.1 would take a claim past this limit, the limit is extended by 30 days.

19. Disputes, arbitration and waivers

19.1 Governing law. Washington law governs these Terms and any dispute between us, without regard to conflict-of-law rules. The Federal Arbitration Act governs Sections 19.3 to 19.5, including their interpretation and enforcement.

19.2 Talk first. Most problems are fixed with a phone call. Section 18.1 applies before any formal claim.

19.3 Binding individual arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, the services, this website or our relationship (a “dispute”) that is not resolved under Section 18.1 will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, including its expedited procedures where they apply. The arbitration will be seated in San Juan County, Washington, and hearings will be held by video unless the arbitrator decides an in-person hearing is needed. The arbitrator decides all questions about whether a dispute must be arbitrated, including the scope, validity and enforceability of this Section 19.3, except that a court decides any question about Section 19.5. The arbitrator may award any individual relief a court could award, and judgment on the award may be entered in any court with jurisdiction. Fees of the arbitration provider and arbitrator are paid as its rules provide, subject to Section 19.8. If you show that those fees would be prohibitively expensive for you compared with a court case, we will pay as much of them as the arbitrator decides is needed to keep the arbitration from being cost-prohibitive.

19.4 Exceptions. Either of us may bring an individual claim in the small claims court for San Juan County, Washington, or for the county where the other party has its principal place of business, if the claim qualifies there and stays there. Either of us may also ask a court for urgent relief, such as an injunction, to protect confidential information or intellectual property, or to stop unauthorized access to systems, while an arbitration is pending or before it starts.

19.6 Courts. For any dispute that is allowed to go to court, the exclusive venue is the state courts located in San Juan County, Washington, or the United States District Court for the Western District of Washington, and each of us consents to the jurisdiction of those courts. Section 19.4 says where a small claims case may be filed.

19.8 Attorneys’ fees. In any arbitration or court case arising out of or relating to these Terms, the party that prevails may recover its reasonable attorneys’ fees, expert fees and costs, including on appeal and in enforcing a judgment or award. This section does not apply to a claim brought under a statute, such as the Washington Consumer Protection Act, that sets its own rule for awarding fees; that statute’s rule applies to that claim instead.

19.9 Changes to this section. A change we make to Sections 18 or 19 does not apply to a dispute that arose before the change took effect.

20. Non-solicitation

While we provide services to you and for 12 months after the end date in Section 8.1, you will not, without our written consent, directly or indirectly solicit for employment or engagement, or hire or engage, any individual who is, or in the previous 6 months was, our employee, or an individual contractor who works mainly for us, and who performed services for you. General job advertisements not aimed at our people, and hiring someone who responds to one, do not count. This section does not stop you hiring a business that offers its services to the public, even if we have used it as a subcontractor. Because our loss from a breach would be hard to calculate, if you breach this section you will pay us, as liquidated damages and not as a penalty, 25% of the compensation that person is paid by you or on your behalf in their first 12 months.

21. General terms

21.1 Independent contractor. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or fiduciary relationship, or makes either of us the other’s agent, except for the limited authority in Section 10.1 to deal with your vendors and in Section 14.2 to accept providers’ standard terms on your behalf. We decide how, when and by whom the work is done, within these Terms.

21.2 Subcontractors. We may use subcontractors to perform services. They are bound by confidentiality duties, and we are responsible for their work to the same extent as our own under these Terms.

21.3 Events beyond our control. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of the internet, telecommunications, power or cloud services; failures, security incidents or cyberattacks affecting third-party providers, software vendors or the internet generally; widespread malware; government action; storms, fires, floods, earthquakes and other natural disasters; epidemics; war, terrorism and civil unrest; labor disputes; ferry and other transportation disruptions; and the sudden illness, incapacity or death of the person doing your work. This does not excuse any obligation to pay.

21.4 Assignment. You may not assign or transfer these Terms without our written consent, and any attempt to do so is void. We may assign these Terms, in whole or in part, to an affiliate or to a successor in a merger, acquisition, reorganization or sale of all or part of our business or assets, by notice to you.

21.5 Which document wins. If documents conflict, this order applies: (1) a signed business associate agreement or other signed agreement about regulated data, for its subject; (2) a Quote, for the scope, price, schedule and deliverables of the work it covers; (3) these Terms; (4) the plans page. A Quote changes Sections 15 to 20 only if it names the section it changes and we issue or sign it in writing. Terms in your purchase orders, vendor forms or online terms you ask us to accept do not apply, even if we sign or accept them in order to be paid, unless a document we sign expressly says it overrides these Terms.

21.6 Entire agreement. These Terms, with the documents they include, are the entire agreement between us about their subject. They replace all earlier agreements, proposals, statements and understandings about it, except Quotes and the signed agreements listed in Section 21.5, including statements on our website and in marketing materials, and you are not relying on any statement that is not in them.

21.7 Notices. We give notices by email to the primary email address on your account or to any account owner, or in the client portal. An email notice is received when sent and a portal notice when posted, so keep your email address current. You give notices to us by email to [email protected]. A notice you send us about a claim, a dispute or termination must say “Legal notice” in the subject line.

21.8 Changes to these Terms. We may change these Terms by posting a new version with a new date on this page and telling an account owner by email or in the client portal. Changes that are materially adverse to you, including price increases, reductions in what the Plan includes, and changes to Sections 15 to 20, take effect 30 days after we email an account owner about them. Other changes take effect when posted. If you don’t agree to a materially adverse change, cancel before it takes effect and the change will not apply to you for the rest of your Plan. Otherwise, continuing to use the services after a change takes effect means you accept it. A change does not apply to a dispute that arose before it took effect.

21.9 Severability. If any part of these Terms is found unenforceable, it will be enforced to the greatest extent allowed and changed only as much as needed to make it enforceable, and the rest of these Terms stay in effect.

21.10 No waiver. Not enforcing a right is not a waiver of it. A waiver must be in writing.

21.11 Survival. Any part of these Terms that by its nature should continue after the services end will continue, including Sections 3.5, 5 (for amounts owed), 8, 9 (for risks you accepted and your obligations about your systems), 10.2, 10.4, 11 to 20 and this Section 21.

21.12 Electronic records. You agree to receive these Terms, notices, invoices and other records electronically. Electronic signatures and records have the same effect as paper ones, under the federal E-SIGN Act and Washington’s Uniform Electronic Transactions Act.

21.13 Reading these Terms. Headings and the summary at the top of this page are for convenience and do not affect meaning. “Including” means “including without limitation”. These Terms will not be read against either of us because we wrote them.

21.14 No third-party beneficiaries. No one other than you and us has rights under these Terms, except the people protected by Sections 11.6, 16 and 17.

22. Contact

Carrot & Flower LLC, doing business as Freewave.Online, provides Freewave.Tech. Questions about these Terms: [email protected]. Support: [email protected] or (321) 222-0889.

We review these Terms from time to time and change the date at the top of this page when we update them.