Terms of Service

Effective date: November 11, 2026

1. Agreement

1.1 Parties. These Terms of Service ("Terms") are an agreement between Freestand LLC, a California limited liability company ("Freestand," "we," "us"), and the business that signs a Statement of Work or otherwise engages our services ("Client," "you").

1.2 What these Terms cover. These Terms govern every engagement between you and Freestand, and your use of our websites at www.freestandgroup.com and agency.freestandgroup.com (together, the "Site"). Sections 10 and 11 also apply to anyone who visits the Site or submits a form on it, whether or not they become a Client.

1.3 Statements of Work. Each engagement is described in a Statement of Work ("SOW") that sets the scope, deliverables, timeline, and fees. An SOW becomes part of this agreement when both parties sign it.

1.4 Order of precedence. If an SOW and these Terms conflict, the SOW controls, except for sections 8 (Ownership), 9 (AI Agents), 13 (Liability), 14 (Indemnification), and 15 (Disputes), where these Terms control unless the SOW expressly names the section it changes.

1.5 Authority. The person accepting these Terms represents that they are authorized to bind the Client.

2. Definitions

• Build means the one-time foundation described in an SOW, which may include a website, CRM and automation backend, email and SMS workflows, conversation agents, and reputation management setup.
• Programs means the ongoing services described in an SOW, which may include system management and optimization, social media marketing, email marketing, go-to-market campaigns, advertising management, and reporting.
• Platform means the marketing software (CRM, automation, messaging, calendars, and telephony) that we license from a third-party provider and operate under the Freestand brand.
• Agents means the AI conversation agents we configure for you: question-and-answer, booking, and phone answering.
• Client Materials means everything you give us to do the work, including brand assets, service and pricing information, customer and contact data, and account access.
• Deliverables means the work product identified as a deliverable in an SOW.
• Ad Spend means the media budget paid to an advertising platform such as Google or Meta.

3. Services

3.1 Scope. We will provide the Build and the Programs described in each SOW. Anything not listed in an SOW is out of scope and requires a written change signed by both parties, which may change fees and timeline.

3.2 How we work. We build and operate the system for you. We do not sell hourly consulting, and fees are tied to deliverables and Programs, not hours.

3.3 Platform. The Build runs on the Platform and on other third-party tools we select, such as website hosting and AI model providers. You contract with Freestand, not with those providers, and we manage them on your behalf. We choose and may change those underlying tools, provided the change does not materially reduce the services in your SOW.

3.4 Third-party services. Parts of the services depend on providers we do not control, including advertising platforms, search engines, review sites, phone carriers, email and SMS providers, AI model providers, and any field service or accounting software you ask us to connect. Their availability, policies, pricing, and decisions (including ad disapprovals, account suspensions, carrier filtering, and review removals) are outside our control, and we are not liable for them.

3.5 Ad Spend. Ad Spend is your budget and is paid by you directly to the advertising platform, on your own payment method. It is never part of our fees, never passes through Freestand, and is not marked up. We manage and report on Ad Spend only if advertising management is included in your SOW.

3.6 Timelines. Timelines in an SOW are good-faith estimates that depend on you meeting your responsibilities in section 4. Delays in Client Materials, access, or approvals extend the timeline by at least the length of the delay.

3.7 Acceptance. The Build is delivered when the foundation described in the SOW is live. You have 10 business days after delivery to report in writing anything that does not match the SOW, and we will correct it. If you do not report anything in that period, the Build is accepted.

3.8 No guaranteed results. We do not guarantee any number of leads, appointments, reviews, rankings, sales, or revenue. Results depend on factors outside our control, including your market, your pricing, your responsiveness, and your service quality.

4. Client Responsibilities

4.1 Materials and access. You will provide the Client Materials, system access, and approvals we reasonably request, promptly and accurately. This includes services and coverage area, pricing approach, booking rules, common customer questions and objections, and brand assets.

4.2 Decision-maker. You will name one person with authority to approve work and make decisions, and keep them reasonably available.

4.3 Accuracy. You are responsible for the accuracy of what you tell us about your business, including pricing, licensing, service claims, guarantees, and offers. We build the system to say what you tell us is true.

4.4 Rights. You confirm that you have the right to give us the Client Materials and to have us use them to provide the services.

4.5 Following up. The system produces leads, conversations, and bookings. You are responsible for answering calls and messages routed to you, attending booked appointments, and performing the work you sell.

4.6 Accounts. You are responsible for activity under any login we issue to you and for keeping credentials secure.

5. Fees and Payment

5.1 Three separate parts. Your SOW states (a) a one-time Build fee, (b) a monthly retainer for the Programs, and (c) how Ad Spend is handled under section 3.5. These are quoted and billed separately.

5.2 Build fee. Unless the SOW says otherwise, 50% of the Build fee is due on signing the SOW and 50% on delivery of the Build. Work begins when the first payment is received.

5.3 Retainer. The retainer is invoiced monthly in advance for the period it covers, beginning on delivery of the Build unless the SOW sets a different start date.

5.4 Due date. Invoices are due 15 days from the invoice date.

5.5 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum the law allows. If an invoice is more than 15 days overdue, we may suspend the services and withhold Deliverables until it is paid. You are responsible for our reasonable costs of collection, including attorneys' fees.

5.6 Usage costs. Telephony minutes, phone numbers, SMS segments, and AI model usage are included in the retainer up to the monthly usage ceiling stated in the SOW. Usage above the ceiling is billed at cost, in arrears, as a separate line on the next invoice. We will notify you when usage reaches 80% of the ceiling.

5.7 Expenses. Out-of-pocket costs over $500, such as travel, third-party software, or specialist vendors, require your written approval in advance and are billed at cost.

5.8 Price changes. We may change retainer pricing with at least 30 days' written notice. A change does not take effect during a committed term. If you do not accept a change, you may cancel under section 6.3 before it takes effect.

5.9 Refunds. Fees are non-refundable once paid, except where the SOW says otherwise or the law requires it.

5.10 Currency and taxes. Fees are in US dollars and exclude taxes. You are responsible for all taxes on the services other than taxes on Freestand's income.

6. Term and Termination

6.1 Term of these Terms. These Terms begin on the date of your first SOW and continue while any SOW is in effect.

6.2 Retainer term. The retainer runs month to month unless the SOW states a committed term (for example, 6 or 12 months) at a discounted rate. When a committed term ends, the retainer continues month to month at the committed rate until either party changes or ends it under these Terms.

6.3 Termination for convenience. Either party may end an SOW or the retainer with 30 days' written notice. You pay for services through the end of the notice period.

6.4 Ending before the Build is delivered. If you terminate for convenience before the Build is delivered, you owe an early termination fee of 25% of the remaining unpaid Build fee, in addition to amounts already due.

6.5 Ending a committed term early. If you terminate a committed term for convenience before it ends, you owe the difference between the month-to-month rate and the discounted rate for the months already billed in that term.

6.6 Termination for cause. Either party may terminate immediately by written notice if the other materially breaches this agreement and does not cure within 15 days of written notice describing the breach.

6.7 Effect of termination. On termination, all unpaid fees for work performed become due, each party returns or destroys the other's confidential information on request, and section 8.5 (what you keep) applies. Sections 5, 8, 12, 13, 14, 15, and 16 survive.

7. Messaging and Marketing Compliance

7.1 You are the sender. Emails, texts, calls, and ads we send or run for your business are sent in your name to your customers and prospects. You are the sender and advertiser of record.

7.2 Consent. You are responsible for having the consent the law requires to contact each person in the lists and data you give us, including under the Telephone Consumer Protection Act, the CAN-SPAM Act, and state equivalents. We will configure consent capture, opt-out handling, and quiet hours in the system, and we will not send to lists you cannot confirm were lawfully collected.

7.3 Carrier registration. Business texting requires registration of your brand and messaging use case with phone carriers. You will provide accurate business information for that registration. Approval and timing are controlled by the carriers.

7.4 Reviews. Review requests go to all customers. We will not filter requests by satisfaction, write reviews, or offer incentives that violate a review platform's policies or the law.

7.5 Claims and offers. You are responsible for the truth and legality of the claims, prices, guarantees, and offers in your marketing, and for any licenses your trade requires you to display.

8. Ownership and What You Keep

8.1 Client Materials. You own the Client Materials. You grant us a license to use them to provide the services during the term.

8.2 Your data. You own your customer, contact, and lead data, including the conversation history the system records against each contact. We use it only to provide the services and as section 12 allows.

8.3 Deliverables. On full payment of the fees for a Deliverable, you own that Deliverable, subject to section 8.4. This includes your website (design, content, and files), the copy and creative we produce for your campaigns and message sequences, and your reports.

8.4 Freestand property. We own the Platform and our methodology: frameworks, templates, workflow architecture, automation logic, prompt libraries, Agent configurations, and know-how, including improvements made while working for you. During the term you have a non-exclusive license to use them as part of the services, for your own business, and not to build or offer a competing product or service.

8.5 What you keep when you leave. When an engagement ends, for any reason, and all fees due are paid:

• (a) You keep your website. We will transfer the files and, if we registered it, the domain. Hosting after the transfer is your responsibility.
• (b) You keep your data. We will provide a complete export of your contacts, pipeline records, and conversation history in a standard format.
• (c) You keep your accounts. Advertising accounts, your Google Business Profile, and any other accounts in your name remain yours, with their history.
• (d) You keep your phone numbers. We will release the numbers used for your business for porting to a carrier of your choice, subject to carrier rules.
• (e) You keep the words. We will provide the text of your email and SMS sequences and campaign copy.
• (f) The Platform, workflow automations, and Agent configurations do not transfer. Your access to them ends on the termination date. On request, we will quote a one-time fee to license the workflow and Agent configurations for your continued use, or to assist a transition to another provider.

8.6 Export window. We will keep your data available for export for 30 days after termination. After that we may delete it, except where the law requires us to keep it.

8.7 Portfolio. We may identify you as a client and describe the work in general terms. We will not publish results, testimonials, or a case study without your written approval.

9. AI Agents

9.1 What the Agents are. The Agents are automated software that converses with your customers and prospects by chat, text, and phone using AI models provided by third parties. They are built from the Client Materials you provide and are tested against real scenarios before launch.

9.2 Limits. AI can produce inaccurate, incomplete, or inappropriate responses, and can misunderstand what a person says. We do not guarantee that Agent output will be error-free or that an Agent will handle every conversation correctly.

9.3 What Agents will and will not do. At launch we will document what each Agent is configured to answer, what it will decline, and when it hands a conversation to a person. Agents are not configured to give legal, medical, financial, or safety advice, or to quote binding prices unless you instruct us in writing.

9.4 Your review. You are responsible for reviewing Agent conversations made available to you, for telling us promptly about incorrect information, and for the commitments your business makes to customers. Emergency or safety situations must always have a path to a person at your business.

9.5 Disclosure and recording. Where the law requires, the Agents will disclose that the customer is communicating with an automated system. Calls and conversations may be recorded and transcribed to operate and improve the services. You are responsible for any notice or consent your own staff require, and we will configure caller notices as required by law.

9.6 Model training. We do not use your customer conversations to train AI models for other clients.

10. Use of the Site

10.1 Permitted use. You may use the Site to learn about Freestand and to contact us. You may not misuse it: no unlawful use, no attempts to gain unauthorized access, no scraping or automated use that burdens it, and no false or misleading submissions.

10.2 Site content. The Site and its content belong to Freestand or its licensors. Freestand and its logo are trademarks of Freestand LLC. Nothing on the Site is an offer; pricing and scope are set only in a signed SOW.

10.3 Estimates and tools. Calculators, examples, and figures on the Site are illustrations, not promises of results.

10.4 Privacy. Our Privacy Policy at www.freestandgroup.com/privacy explains how we handle information collected through the Site.

11. Communications and Text Messaging

11.1 Program. If you give us your phone number and consent to texts, Freestand will send you text messages about your inquiry, appointment scheduling and reminders, your engagement, and occasional updates about our services. Messages may be sent using automated technology.

11.2 Consent is not a condition of purchase. You do not have to agree to receive texts to buy anything from us.

11.3 Frequency and cost. Message frequency varies. Message and data rates may apply.

11.4 Opt out and help. Reply STOP to any text to stop receiving messages. Reply HELP for help, or contact us at matt@freestandgroup.com.

11.5 Carriers. Mobile carriers are not liable for delayed or undelivered messages.

11.6 Sharing. We do not sell or share mobile numbers or text messaging consent with third parties for their marketing purposes.

11.7 Calls and email. By contacting us you agree that we may respond by phone, email, or (with consent) text, and that calls may be recorded with notice. You can unsubscribe from marketing email using the link in any message.

12. Confidentiality and Data

12.1 Confidentiality. Each party will keep the other's non-public business information confidential, use it only to perform this agreement, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from someone else. If the parties have signed a separate non-disclosure agreement, it applies in addition to this section.

12.2 Required disclosure. A party may disclose confidential information where the law requires, after giving the other party notice where the law allows.

12.3 Security. We use reasonable administrative, technical, and physical safeguards to protect your data. No system is perfectly secure, and we will notify you without undue delay if we learn of unauthorized access to your data.

12.4 Our role with your customer data. We process your customers' personal information on your behalf and under your instructions, as your service provider. You are responsible for your own privacy notices to your customers.

12.5 Subprocessors. We use third-party providers to host and process data as part of the Platform, and we remain responsible for their handling of your data under this agreement. A list of our principal providers is available on request.

12.6 Aggregate data. We may use de-identified, aggregated data about how the services perform to operate and improve them. It will not identify you or your customers.

13. Warranties and Limits on Liability

13.1 Our warranty. We will perform the services in a professional manner consistent with the SOW. If we do not, and you tell us in writing within 30 days of the work, we will re-perform the affected services. This is your sole remedy for a breach of this warranty.

13.2 Disclaimer. Except as stated in section 13.1, the services, the Platform, the Agents, and the Site are provided "as is." To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

13.3 No indirect damages. To the fullest extent the law allows, neither party is liable to the other for lost profits, lost revenue, lost business, or any indirect, incidental, special, consequential, or punitive damages, even if told they were possible.

13.4 Cap. To the fullest extent the law allows, each party's total liability arising out of this agreement is limited to the fees you paid us under the applicable SOW in the 12 months before the claim arose.

13.5 Exceptions. Sections 13.3 and 13.4 do not limit your obligation to pay fees, either party's indemnification obligations under section 14, or liability that the law does not allow to be limited.

14. Indemnification

14.1 By you. You will defend and indemnify Freestand against third-party claims, and related costs and reasonable attorneys' fees, arising from (a) the Client Materials, (b) your products, services, pricing, claims, and offers, (c) your contact lists and the consent you represent you have, or (d) your breach of sections 4 or 7.

14.2 By us. We will defend and indemnify you against third-party claims, and related costs and reasonable attorneys' fees, alleging that the Deliverables we created, as delivered and used under this agreement, infringe a third party's intellectual property rights. This does not cover Client Materials, third-party tools, or changes made by anyone other than us.

14.3 Process. The party seeking indemnification must give prompt written notice, allow the other party to control the defense and settlement, and cooperate reasonably. A settlement that admits fault or imposes obligations on the indemnified party requires its consent.

15. Disputes

15.1 Governing law. California law governs this agreement, without regard to its conflict-of-laws rules.

15.2 Talk first. Before starting any proceeding, the parties will try in good faith to resolve a dispute by direct discussion between decision-makers for 30 days after written notice.

15.3 Mediation. If discussion does not resolve it, the parties will attempt mediation in Santa Clara County, California, sharing the mediator's fees equally.

15.4 Arbitration. Any dispute not resolved by mediation will be decided by binding arbitration administered by JAMS under its applicable rules, before one arbitrator, in Santa Clara County, California. Judgment on the award may be entered in any court with jurisdiction.

15.5 Exceptions. Either party may seek injunctive relief in court to protect its confidential information or intellectual property, and we may bring a collection action for unpaid fees in small claims or any court in Santa Clara County.

15.6 No class actions. Disputes will be resolved individually, not as part of a class or representative action.

15.7 Fees. The prevailing party in any proceeding is entitled to its reasonable attorneys' fees and costs.

16. General

16.1 Independent contractor. We are an independent contractor. Nothing here creates a partnership, employment, or agency relationship, except that we act on your behalf with third-party platforms as the SOW describes.

16.2 Non-solicitation. During the term and for 12 months after, neither party will solicit for hire the other's employees or contractors who worked on the engagement. General job postings do not count.

16.3 Changes to these Terms. We may update these Terms. For existing Clients, a material change takes effect 30 days after written notice, and does not change a signed SOW during its committed term. The version posted on the Site applies to Site visitors from the date posted.

16.4 Assignment. Neither party may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its business.

16.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or policy changes at third-party providers. This does not excuse payment of fees due.

16.6 Notices. Notices must be in writing and sent by email to the contacts named in the SOW, with a copy to matt@freestandgroup.com. Notice of termination or breach is effective when sent to the correct address.

16.7 Entire agreement. These Terms, each SOW, and any signed non-disclosure agreement are the entire agreement between the parties on this subject and replace all earlier discussions and proposals.

16.8 Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.

16.9 Electronic signatures. SOWs and notices may be signed and delivered electronically.

Contact

Freestand LLC 1305 Rainbow Crow Lane Morgan Hill, CA 95037 matt@freestandgroup.com