All visitors (hereinafter, “User(s)”, “You” or “Your”) to our Platforms are subject to the terms, conditions and notices set forth in these Terms and Conditions (the “Terms & Conditions”).  Purchasers of Our products or subscribers to Our services may be subject to additional rules applicable to such transactions.  These Terms & Conditions may be amended from time-to-time.

By using Our Platforms, purchasing Our products (physical and/or digital) or subscribing to Our services, You accept these Terms & Conditions and agree to comply with all of its provisions.  

If You do not wish to accept these Terms & Conditions, DO NOT USE OUR PLATFORMS, PURCHASE OUR PRODUCTS OR SUBSCRIBE TO OUR SERVICES.

‍1.0 Services Rendered

STRATEGY & DESIGN

The livewell media provides a range of services including but not limited to: branding and design, video production, photography, social media management, SEO optimization, paid advertising, email marketing, and other marketing services.

For branding and design services, the livewell media will deliver a branding strategy, design a new logo only if agreed upon in advance with the Client, and provide a branding guidelines document upon completion. The Client will have two weeks to review the work and provide feedback. If the Client is dissatisfied with the direction of the work at any point, they must pay in full for all work produced up to that point before cancelling this contract with 30 days written notice as stated in Section 8.1.

Once services are provided, payments are non-refundable under any circumstances, including but not limited to dissatisfaction with the services or termination of the agreement.

ERRORS

The livewell media cannot guarantee error-free services. We are not liable to the Client or any third-party for damages including but not limited to lost profits, lost savings, or other incidental, consequential or special damages, regardless of whether we have been advised of the possibility of such damages.

2.0 Mutual Cooperation

The Client agrees to provide prompt information and cooperation to The Livewell Media to facilitate agreed upon services. The Client acknowledges success and satisfaction relies upon their full and timely cooperation. The Livewell Media cannot guarantee specific outcomes without Client's cooperation.

3.0 Fees

The total project budget is as agreed upon in advance. Requests above and beyond the budget may be considered out-of-scope and subject to additional fees as an amendment to the budget.

Image licensing outside of The Livewell Media’s hosting services will be charged at $99 per image per year.

Any additional third party costs such as editing fees, production costs, or other external services will be charged upfront as a single payment.

4.0 PAYMENT TERMS

4.1 BILLING SCHEDULE

Understanding the crucial role of prompt payments in small businesses, we highlight the necessity for The Client to adhere to the payment schedule. Our terms for all projects include a fifty percent (50%) deposit, with the remaining balance due upon project completion. For projects with multiple phases, payment is required in advance for each phase. The Livewell Media will issue an invoice at contract initiation, acting as the deposit. Balances must be cleared within 7 business days. Any additional costs, such as editing fees or licensing, demand an upfront single payment. The Client must provide all necessary purchase order numbers and information for invoicing purposes.

4.2 CLIENT AGREEMENT TO PAY

The Client is obligated to pay the initial invoice, which serves as the project deposit, upon receipt. Subsequent invoices are subject to a 7-day payment term. Overdue balances incur a late payment fee of 3% per overdue month, increasing to 3% per day after six months. Non-payment may result in suspension of work and access to cloud services by The Livewell Media.

4.3 COLLECTION COSTS

Should The Livewell Media incur legal fees or other costs in efforts to collect overdue invoices, The Client agrees to reimburse these expenses, including any interest on the unpaid balance.

4.4 RECURRING BUSINESS

Any services requested beyond the original agreement will attract additional charges, payable upon service completion.

4.5 NO REFUNDS

The Livewell Media operates on a fixed-fee basis. After services are rendered, all payments become non-refundable, irrespective of service satisfaction or contract termination.

5.0 Cancellation of Plans

The Client reserves the right to modify, reject, cancel, or stop any plans with 30 days written notice. However, The Client agrees to reimburse The Livewell Media for all costs and expenses incurred prior to the written notice of change in instructions.

6.0 Responsibilities of The Livewell Media and The Client

6.1 THE LIVEWELL MEDIA RESPONSIBILITY FOR RELEASES

The Livewell Media is responsible for obtaining necessary releases for third-party materials used in providing services (If applicable).

6.2 CLIENT RESPONSIBILITY FOR RELEASES

The Client guarantees that all elements of text, images, or other artwork provided are either owned by The Client, or that The Client has permission to use them. Then, when The Client's final payment has cleared, copyright will be automatically assigned as follows:

The Client will own the visual elements created for this project. The Livewell Media will provide The Client with source files and finished files, which should be kept safely as The Livewell Media clears data within 30 days of delivery and is not required to keep a copy.

The Client owns all elements of text, images, and data provided, unless someone else owns them. The Livewell Media will own the unique combination of these elements that constitutes a complete design and will license that to The Client, exclusively and in perpetuity for this project only, unless otherwise agreed. A separate estimate can be provided for other uses.

6.3 CLIENT RESPONSIBILITY FOR ACCURACY

The Client shall be responsible for the accuracy, completeness, and propriety of information concerning their products and services which are furnished to The Livewell Media verbally or in writing in connection with the performance of this Agreement.

7.0 Confidentiality

‍The Livewell Media acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by The Livewell Media on behalf of the Client or disclosed by the Client to The Livewell Media.

8.0 Term and Termination

8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION

‍This section states that the Terms and Conditions become effective when an invoice is paid and continue until terminated by either party. To terminate, either party must provide 30 days' written notice as stated previously.

8.2 TERMINATION FOR CAUSE

‍Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. Additionally, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent, has a petition brought by or against it under the insolvency laws of any jurisdiction, makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of The Client, if The Client materially breaches its obligations to make payment pursuant to this Agreement.

8.3 PAYMENT FOR NON-CANCELABLE MATERIALS

‍Any non-cancelable materials, services, etc., that The Livewell Media has properly committed to purchase for The Client's account (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by The Client, in accordance with the provisions of this Agreement. The Livewell Media agrees to use its best efforts to minimize such liabilities immediately upon written notification from The Client. The Livewell Media will provide written proof, upon request of The Client, that any such materials and services are non-cancelable. In the instance of termination of this Agreement prior to the completion of the Term, The Livewell Media reserves the right to charge The Client 50 (fifty) percent of the payment due for the remaining duration of the Term.

8.4 CLOUD STORAGE

‍Upon termination of this Agreement for any reason, The Client's access to any cloud storage, file sharing, or collaboration services provided by The Livewell Media as part of this Agreement, including but not limited to Dropbox, Adobe Creative Cloud, Google Drive, and Milanote, will be revoked after a 90-day grace period to allow The Client time to retrieve files, except in cases where The Client has failed to make payment owed to The Livewell Media.

For Clients who fail to make timely payments as required under this Agreement, their access to these cloud services will be revoked after 7 days of non-payment. Access will be immediately and permanently revoked for Clients with overdue payments, without notice, after the 7-day grace period.

After access revocation, The Client will no longer have the ability to access, modify, share, or collaborate on files stored in these services. This measure is taken to protect the intellectual property and confidential information of The Livewell Media. The Client is solely responsible for downloading or backing up any files or data stored in these cloud services prior to access revocation. The Livewell Media has no obligation to provide further access after the grace period for file retrieval has ended.

8.5 MATERIALS UNPAID FOR

‍If upon termination of the Agreement, any materials furnished by The Livewell Media or any services performed by The Livewell Media have not been paid for in full by The Client, The Client agrees not to use any such materials, in whole or in part, or the product of such services, until full payment is made.

8.6 TRANSFER OF MATERIALS

‍Upon termination of this Agreement, provided that there is no outstanding indebtedness owed by The Client to The Livewell Media, The Livewell Media shall transfer, assign, and make available to The Client all property and materials in its possession or control belonging to The Client. The Client agrees to pay for all costs associated with the transfer of materials.

9.0 General Provisions

9.1 GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of Orange County, California, United States

9.2 REPRESENTATIONS AND WARRANTIES

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.3 ENTIRE AGREEMENT

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

9.4 SEVERABILITY

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Acme Widgets, that any such materials and services, are non cancelable.

Website Maintenance Minor Update Listing (What’s included)

• Small text changes (paragraphs, not including changing an entire page of text)

• Adding or modifying a link
• Adding or changing a photo/image (image must be provided by the client)
• Adding or modifying a menu item
• Adding or modifying meta data (keywords, descriptions, title, etc. on a page)
• Changing page URL's
• Changing a banner (image must be provided by the client)

• Adding or modifying a product in a catalog or e-commerce system
• Adding or modifying a calendar event
• Modifying code (only if the code was input by TLWM and is causing a fault when displayed)
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These services are NOT included in any package and carry an additional fee on top of your monthly maintenance fee.

Non-Minor Updates & Additional Monthly Maintenance Services.

• Add a Blog
• Add a calendar
• Create a “pop-out” menu
• Add a frontpage slideshow
• Add Google Analytics/Sitemaps
• Add Captcha by Google
• Add a new page
• Add CMS
• Additional pages
• New template
• Add an online form or typeform
• Add a “Map & Directions” page
• Update Google ID, My Business, or any other codes external to website code
• Add a product to catalog
• Add an online shopping cart*
• Add an online payment method*

* For all other services, please go to our Services Section