Terms and Conditions of Service

In these Terms: "Account Contact" is the one individual Client designates under Section 8.1. "Business Day" is Monday to Friday excluding public holidays in California; a period in Business Days begins on the next Business Day after the trigger. "Data Health Score" is the completeness measure of Client's source and attribution fields computed by the Plan Builder. "Deliverable" is any work product TLWM creates for Client under a Module. "Lead" is an identifiable person who submits contact details through a channel TLWM operates under a Module. "Module" is a discrete service with its own specification and published price. "Order" has the meaning in Section 1.2. "Pass-Through Costs" has the meaning in Section 4.3. "Source of Record" is the field in Client's CRM that records where a contact originated. "Unworked Lead" has the meaning in Section 8.5.

1.1 One set of terms for everyone. Every Client and every Order is under these Terms. TLWM does not vary them for individual clients. A purchase order, vendor form, email, or any other document from Client does not add to, vary or replace these Terms, even if TLWM performs after receiving it.

1.2 What an Order is. An Order is Client's selection of one or more Modules in the Plan Builder, submitted by Client's Account Contact with the acceptance box checked. An Order states the Modules selected, the tier and quantity of each, the fee for each, and the total. An Order is a request until TLWM accepts it under Section 3.

1.3 The documents. The agreement between TLWM and Client for any Order consists of: these Terms, in the version Client accepted when placing that Order; the Module Specifications in force on the date of that Order; and the Order itself as accepted by TLWM. Where they conflict, the Order controls as to the Modules, tiers, quantities and fees; these Terms control as to everything else.

1.4 Module Specifications. Each Module has a written specification in the Plan Builder stating what it covers, what the fee includes, and what each side commits to. The specifications are part of these Terms. TLWM may improve a specification at any time. TLWM will not reduce what a Module includes during a month or project Client has already paid for.

1.5 Changes to these Terms. TLWM may publish a new version of these Terms at any time. The version Client accepted when placing an Order governs that Order. A new version governs Orders placed after it is published. Continuing to place Orders after a new version is published is acceptance of it.

1.6 Prior agreements. These Terms replace, from the date of Client's first Order under them, every prior agreement, proposal, arrangement or course of dealing between Client (or any affiliate of Client) and TLWM (or any person acting for TLWM) concerning marketing, content, creative, data, web, advertising or related services. No term of any prior agreement continues by conduct, custom or implication.

2.1 Consent to transact electronically. Client consents to conduct business with TLWM by electronic means under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the California Uniform Electronic Transactions Act (Civil Code § 1633.1 et seq.). Client's action of checking the acceptance box and submitting an Order is Client's electronic signature, is intended by Client to be its signature, and has the same effect as a handwritten signature on a paper contract.

2.2 Who may accept. Before the first Order, Client's principal (an owner, officer or person with authority to contract for Client) designates Client's Account Contact by written notice to TLWM, which may be by email. From that designation, the Account Contact has authority to place Orders and give approvals that bind Client, and Client is bound by every Order the Account Contact of record submits through Client's workspace. Client may change its Account Contact only by a further written notice from its principal.

2.3 The record. On each Order the Plan Builder records: the identity and account of the person submitting; the date and time; the network address and device information available to the application; the version and a cryptographic hash of these Terms as accepted; and the Modules, tiers, quantities and fees. That record is the record of the Order and of Client's acceptance. TLWM will send a copy to Client's Account Contact by email. Client will not contest the validity, admissibility or enforceability of an Order or of these Terms on the ground that they were accepted electronically or that no paper document was signed.

2.4 Withdrawal of consent. Client may withdraw consent to electronic transactions by written notice, in which case TLWM will accept no further Orders from Client. Withdrawal does not affect Orders already placed.

3.1 TLWM accepts or declines. TLWM will accept or decline each Order in writing (which includes through the Plan Builder) within three (3) Business Days. TLWM may decline an Order for any reason, including capacity, conflict, an unpaid balance on Client's account, or Client's conduct under Section 11. Declining an Order creates no liability.

3.2 When an Order binds. An Order binds both sides when TLWM has accepted it and Client has paid the first invoice for it under Section 5. Until both have happened, TLWM has no obligation to perform and Client has no obligation to pay, except that Client remains liable for any work Client asked TLWM to begin before payment.

3.3 Changing a live Order. Client may add, remove or change Modules at any time by placing a new Order in the Plan Builder. Additions and upgrades take effect when accepted and paid. A removal or downgrade of a recurring Module does not require TLWM's acceptance: it is Client's notice under Section 20.1 and takes effect at the end of the notice period; there is no refund of a month already begun. A change to a per-project Module after work has begun is governed by Section 5.6.

3.4 What TLWM will do. TLWM will perform each accepted and paid Module in accordance with its Module Specification, with the skill and care reasonably expected of a professional marketing services provider.

3.5 No Order, no work. TLWM performs only under an accepted and paid Order. Where a prior arrangement between the sides ends and no Order has been placed, TLWM's services end with it, and neither a payment Client sends, nor a request Client makes, nor work TLWM performs as a courtesy revives the prior arrangement or creates a new one on its terms.

3.6 What TLWM will not do. TLWM is not obliged to perform, and will not be treated as having failed to perform, any work that is not within a Module on an accepted and paid Order. TLWM may accommodate a request outside scope as a courtesy without waiving this Section, creating a course of dealing, or becoming obliged to do so again.

3.7 Volume caps and dependencies. Each Module states what its fee includes. Work beyond that is performed only under a further Order at the rate stated in the Module Specification. Unused volume does not roll forward. A Module that states it requires another Module cannot be ordered, and will be suspended, while the Module it requires is not active and paid.

3.8 Client's right to direct. Client may direct the priority and subject matter of work within a Module. Client may not, by direction, expand the volume, add a deliverable type, or change a Module's scope; those changes are made only by a new Order.

3.9 Subcontractors. TLWM may engage subcontractors to perform any part of a Module and remains responsible for their work as if it were TLWM's own. Where a third party is engaged directly by Client, that party's work and cost are Client's responsibility and are not TLWM's to warrant, direct or supervise except as a Module expressly says.

4.1 Same price for every Client. Module prices are the published prices in the Plan Builder on the date of the Order. They are the same for every Client and are not negotiated case by case. What is negotiable is which Modules Client orders.

4.2 Price changes. TLWM may change published prices on thirty (30) days' notice posted in the Plan Builder. A price change does not affect a month or project already paid for. It applies to the next recurring month and to Orders placed after the change takes effect.

4.3 Pass-Through Costs are not fees. Advertising spend, third-party software licences, platform fees, build labour of third parties Client engages, and any other third-party cost incurred for Client's benefit ("Pass-Through Costs") are contracted in Client's name, paid by Client directly to the third party, and are not part of any fee under these Terms. TLWM does not advance, finance, mark up or carry them. Where a Pass-Through Cost can only be incurred in TLWM's name — editing, production, licensing or another external service — it is invoiced to Client up front as a single payment before TLWM commits to it. Where TLWM administers a Client account for convenience it does so as Client's agent; Client remains the account holder and payer of record.

4.4 Image licensing. Licensed stock images are covered while the Deliverable they appear in is hosted by TLWM. Where Client hosts or reuses a licensed image elsewhere, licensing is ninety-nine dollars ($99) per image per year unless the Module Specification says otherwise.

5.1 Two kinds of fee. Recurring Modules are priced per month (or per line per month). Per-project Modules are priced per project, per event or per item and are one-time.

5.2 Recurring Modules: one invoice a month, in advance. Recurring Modules are invoiced once per calendar month, in advance, in a single invoice itemised by Module. The first invoice for a new recurring Module is issued on TLWM's acceptance of the Order and covers the first month (prorated for a partial first month only where TLWM elects to prorate). Each subsequent invoice is issued on or about the twentieth (20th) day of the preceding month and is due on the first (1st) day of the month it covers, so that payment precedes the month's work.

5.3 Per-project Modules: deposit, then balance. A per-project Module is invoiced fifty percent (50%) on TLWM's acceptance of the Order and fifty percent (50%) on delivery of the Deliverable for review. A per-project Module priced at or below one thousand dollars ($1,000), and any per-item or per-event Module, is invoiced in full on acceptance. A project delivered in phases is invoiced in advance for each phase. Final files, and the assignment in Section 12.2, follow the balance clearing.

5.4 Work starts when payment clears. TLWM begins work on a Module when the invoice for it — or, for a project, the deposit — is paid. For a recurring Module, TLWM performs in a month only where that month's invoice was paid by its due date; where it is paid late, TLWM performs from the date payment clears and the fee for that month is not prorated. This Section is the basis of the bargain: TLWM prices its Modules on the footing that it does not extend credit.

5.5 Due date. A per-project invoice, a balance invoice and a first recurring invoice are due within seven (7) days of their date. A subsequent recurring invoice is due on the first (1st) day of the month it covers. Invoices are sent to Client's Account Contact and any billing contact Client names in the Plan Builder.

5.6 No refunds; cancelled projects. TLWM works on a fixed-fee basis. Once services are rendered, payments are non-refundable, whether or not Client is satisfied with them or later ends the relationship. Where Client cancels a per-project Module after work has begun, it may do so only by written notice, and the fee earned is the greater of (a) the value of work performed to the date of notice at the Module's rate, and (b) fifty percent (50%) of the Module fee, plus every cost TLWM incurred for the project before the notice; a Module priced at or below one thousand dollars ($1,000) is earned in full once begun. Where Client does not cancel but fails to supply materials, access or approvals under Section 8 for thirty (30) days, the Module is treated as cancelled by Client on the thirtieth day. Where Client has committed in an Order to a stated number of months and ends early, fifty percent (50%) of the fees for the remaining months is due. Where TLWM has entered a non-cancellable commitment with a third party for Client's Order, Client pays it in full. The sides agree these amounts are a reasonable estimate of TLWM's loss, which is difficult to fix in advance, and not a penalty.

5.7 Payment methods. ACH, wire and Zelle are accepted at no additional charge. Payment by credit or debit card carries a processing surcharge of three percent (3%). Invoices state the accepted methods and carry the links or codes for each.

5.8 Late payment. An amount not paid when due bears a late charge of three percent (3%) per month, or the maximum rate permitted by law if lower, from the due date until paid, and Client will reimburse TLWM's reasonable costs of collection including attorneys' fees. TLWM may suspend performance of any or all Modules, and Client's access to any cloud storage, workspace or tool TLWM provides, on notice by email to the Account Contact, while any invoice is more than ten (10) days past due. Suspension does not relieve Client of fees for a month already begun. TLWM will resume within two (2) Business Days of payment clearing, but is not obliged to make up time lost during suspension.

5.9 Chargebacks. A chargeback, dispute or reversal initiated by Client on a payment for work TLWM has begun or delivered is a material breach. Client remains liable for the amount reversed, the processor's fees, interest under Section 5.8 and TLWM's costs of recovery.

5.10 No set-off; disputed invoices. Client will pay all amounts due without set-off or deduction. Client may dispute an invoice in good faith by written notice to grow@thelivewellmedia.com within seven (7) days of its date stating the amount and reason; Client will pay the undisputed part when due and the disputed part within seven (7) days of resolution. An invoice not disputed within that period is accepted.

5.11 Taxes. Fees are exclusive of sales, use and similar taxes, which are Client's responsibility other than taxes on TLWM's income.

5.12 Nothing here is wages. Each invoice is a charge for Modules ordered. Nothing in these Terms creates an employment, wage or payroll relationship. Section 15 governs the relationship between TLWM and Client.

6.1 Minimum advertising spend. Where a Module states a minimum advertising spend and Client's spend falls below it, TLWM may suspend that Module on notice, and any performance measure dependent on that spend is suspended for the affected period. The Module fee remains payable for a month already begun.

6.2 Third-party platforms. TLWM's performance depends on platforms neither side controls. TLWM is not responsible for a platform's availability, policy, algorithm, pricing, review decision, account action or outage, and a failure or delay caused by one is not a failure by TLWM.

TLWM commits to the following, in addition to any service level in a Module Specification:

(a) Respond to Client's Account Contact within one (1) Business Day. (b) Deliver each Deliverable for review no later than five (5) Business Days before its scheduled publication date, where a publication date has been agreed. (c) Where a reporting Module is active, deliver the monthly performance report by the fifth (5th) Business Day of the following month. (d) Notify Client's Account Contact within one (1) Business Day of becoming aware of any event likely to cause a material delay.

7.1 Remedy. Where TLWM materially fails a service level and does not cure within ten (10) Business Days of written notice, Client may, as its sole remedy for that failure, receive a credit against the next invoice equal to the pro-rata monthly fee for the affected Module for the period of failure. A service level is not failed where the cause is an act or omission of Client under Section 8, a Pass-Through Cost or platform matter under Sections 4.3 or 6.2, or non-payment.

The obligations in this Section are conditions of TLWM's performance. Where Client does not meet them, TLWM's corresponding obligations and any dependent performance measure are suspended for the affected period, the fee remains payable, and TLWM is not in breach.

8.1 One Account Contact. Client designates one individual in the Plan Builder as its Account Contact. All direction, feedback, escalation, approval and Orders flow through that person. Where Client's principal is not the Account Contact, the principal communicates with TLWM through the Account Contact; direct contact between Client's principal and TLWM personnel occurs only by mutual arrangement. Client may change its Account Contact by written notice; an Order or approval given by the Account Contact of record at the time binds Client.

8.2 Approvals; deemed approval. Client will provide feedback or approval on each Deliverable within three (3) Business Days of receipt — ten (10) Business Days for a brand identity, logo or guidelines Deliverable. A Deliverable that does not require compliance review under Section 8.3 and is not responded to within that period is deemed approved and may be published. A Deliverable that requires compliance review is never deemed approved: it is held until Client's compliance reviewer responds, every dependent date moves by the delay, and the fee remains payable. Approval, actual or deemed, transfers responsibility for the approved content to Client.

8.3 Compliance review. Client will return compliance review on each submitted item within five (5) Business Days, through the compliance reviewer Client names. Compliance review is Client's obligation as the regulated party and is not delegated to TLWM.

8.4 Access and materials. Client will provide and maintain the platform access, brand assets, content, data and information TLWM needs for a Module within five (5) Business Days of request. Time TLWM loses to late or incomplete access or materials extends every dependent date by the same period and is not a failure by TLWM.

8.5 Lead follow-up. Client will contact each Lead within twenty-four (24) hours of delivery. A Lead not contacted within that period is an Unworked Lead. Unworked Leads are reported separately, are excluded from every conversion, close and cost-per-acquisition measure, are recorded as lost by follow-up failure, and are not treated as a marketing failure or reclassified as unqualified after the fact.

8.6 Data maintenance. Client will ensure a Source of Record value is populated on each new contact within five (5) Business Days of creation, and will not overwrite or delete attribution fields maintained under a Module.

8.7 Recording days: rescheduling and cancellation. Where a Module requires Client's principal or personnel to record, present or appear, Client will make that person available for the recording block agreed in the production schedule. The first reschedule of a recording block is complimentary when Client gives at least seven (7) calendar days' written notice. A second reschedule carries a fee of thirty percent (30%) of the fee for the Module or project the recording serves. A third reschedule, or any reschedule or cancellation with less than seven (7) calendar days' notice, is a cancellation: one hundred percent (100%) of that fee is due, and a new recording is a new Order.

8.8 Lawful instructions. Client will not instruct TLWM to publish, send or do anything that is unlawful, infringes a third party's rights, or breaches a platform's terms, and TLWM may decline any such instruction without liability.

9.1 What is measured. Where a reporting or attribution Module is active, TLWM reports the measures its Module Specification states. Absent a stated measure, TLWM reports leads generated, Unworked Leads, first appointments booked and held, and cost per booked appointment.

9.2 Attribution method. Attribution is determined first by the booking or tracking link actually used, then by the Source of Record, then by other recorded evidence on the contact record. A tag alone is treated as evidence of source only where no other evidence exists on the record.

9.3 Data dependency. Attribution and conversion measures depend on data Client maintains. Where the Data Health Score falls below ninety percent (90%) in a reporting period, the affected measures are reported as suspended for that period rather than at a value adverse to TLWM, and no fee, credit or remedy is calculated from them.

9.4 No guarantee of outcome. TLWM performs the Modules and reports the measures. TLWM does not guarantee any volume of leads, appointments, clients, revenue, ranking, reach, engagement or return. Conversion of an appointment into a client is Client's sales process, and outcomes depend on factors outside TLWM's control including Client's follow-up, pricing, staffing, offer and market conditions. No statement in a proposal, case study, report, meeting or message is a guarantee.

10.1 Client is the regulated party. Client is solely responsible for compliance with every law and rule applicable to its business, including where applicable the Investment Advisers Act of 1940 and rules under it, the marketing and advertising rules of any regulator or self-regulatory body having authority over Client, and all books-and-records obligations.

10.2 TLWM's role. TLWM will submit material for Client's compliance review before publication where Client requires it, will implement the routing and retention steps Client specifies, and will not publish material Client's compliance reviewer has declined. TLWM does not provide legal, regulatory, compliance, tax, investment or financial advice, and nothing TLWM produces is a substitute for Client's own review.

10.3 Recordkeeping. Retention of Client's regulatory books and records is Client's obligation. TLWM will provide copies of material it produced on request while a Module is active and for ninety (90) days after Client's last active Module ends.

10.4 Consent and contactability. Where a Module involves email, text messaging or calling, Client is responsible for the lawful basis on which each recipient is contacted, including consent capture, opt-out handling and suppression, under the Telephone Consumer Protection Act, the CAN-SPAM Act, and any equivalent state law.

11.1 Standard. Each side will conduct all communication under these Terms professionally. Neither side, nor any person acting for it, will direct at the other side's personnel: remarks that demean or belittle a person's age, experience, competence or professional standing; characterisations of a person made to a third party that would be inappropriate said directly to that person; or any remark bearing on a characteristic protected under federal or California law.

11.2 Raising a concern. A side that believes this Section has been breached will state it in writing to the other side's Account Contact within ten (10) Business Days of the conduct, describing what occurred and when. The receiving side will respond in writing within five (5) Business Days. Raising a concern under this Section is not a breach of any other term, and neither side will retaliate against a person for raising one.

11.3 Consequence. A second substantiated breach of Section 11.1 following written notice of a first entitles the side not in breach to end all active Modules immediately on written notice under Section 20.2, with fees for months and projects already begun remaining due and no further obligation running in either direction.

11.4 Reciprocity. This Section binds both sides equally.

12.1 Client materials and releases. Client retains all right, title and interest in materials it provides, including its trademarks, brand assets, client data, and the likeness and recorded voice of its personnel. Client grants TLWM a licence to use them to perform the Modules and as Section 12.4 permits. TLWM obtains the releases needed for third-party materials it sources; Client obtains the releases for materials, people and premises it supplies.

12.2 Assignment of Deliverables on payment. On receipt of payment in full for the Order under which a Deliverable was produced, TLWM assigns to Client all right, title and interest in that Deliverable, including copyright, and will execute any document reasonably required to give effect to the assignment. Until payment in full is received, TLWM owns the Deliverable, Client's use of it is not licensed, and Client will on request remove any unpaid Deliverable from every channel where it has been published.

12.3 TLWM background materials. TLWM retains all right, title and interest in everything it owned or developed independently of Client, including its methods, frameworks, templates, prompts, scripts, code, tooling, the Plan Builder, any platform TLWM operates, and the enhancements and general learnings that come from performing the Modules. Nothing in these Terms assigns them. Where a Deliverable incorporates them, TLWM grants Client a perpetual, non-exclusive, royalty-free licence to use them as part of that Deliverable once paid for.

12.4 Portfolio licence. Client grants TLWM a perpetual, non-exclusive, royalty-free licence to reproduce and display the Deliverables, and to identify Client by name and mark, in TLWM's portfolio, case studies, proposals and marketing. TLWM will not disclose Client's Confidential Information or any figure Client designates in writing as not for publication, and will withdraw a specific item from future use on Client's written request.

12.5 Accounts and access. Where TLWM created a property for Client under a Module — a landing page, funnel, automation, campaign structure, or workspace — it is Client's on payment in full for the Order under which it was created, and TLWM will transfer administrative control within five (5) Business Days of that payment. Until then TLWM may retain administrative control of that property only. This Section never applies to, and TLWM will never withhold, Client's pre-existing accounts, channels, domains, customer data or credentials, which remain Client's at all times.

13.1 Obligation. Each side will keep the other's Confidential Information in confidence, use it only to perform under these Terms, and disclose it only to those of its personnel and subcontractors who need it and are bound by equivalent obligations. Confidential Information means non-public information disclosed by a side that a reasonable person would understand to be confidential, and includes Client's customer data and TLWM's pricing, methods, and the contents of the Plan Builder.

13.2 Exclusions and compelled disclosure. The obligation does not apply to information that is or becomes public without breach, was known without obligation before disclosure, is independently developed, or is lawfully received from a third party. A side compelled by law to disclose may do so, having given the other such notice as the law permits.

13.3 Survival. This Section survives for three (3) years after Client's last active Module ends, and indefinitely as to personal data and trade secrets.

14.1 Roles. Client is the controller of the personal data it makes available. TLWM processes that data only to perform the Modules and on Client's documented instructions.

14.2 Security. TLWM will maintain reasonable administrative, technical and physical safeguards appropriate to the data, and will notify Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of unauthorised access to Client personal data in TLWM's possession.

14.3 Return or deletion. When Client's last active Module ends, TLWM will, at Client's written election made within thirty (30) days, return or delete Client personal data in its possession, except copies retained in routine backup, which remain subject to Section 13.

15.1 Relationship. TLWM is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture or agency relationship. TLWM determines the manner and means by which the Modules are performed, supplies its own equipment and personnel, is free to provide services to others, and is responsible for its own taxes, insurance and benefits. Neither side may bind the other.

15.2 No control over method. Client directs the objectives and priorities of the work. Client does not direct the hours, location, sequence or method by which TLWM performs it. TLWM is not required to attend Client's meetings, work from Client's premises, or be available on any schedule other than the service levels in Section 7 and the Module Specifications.

16.1 Personnel. While any Module is active and for twelve (12) months after, neither side will solicit for employment or engagement any individual who performed under these Terms for the other, without that side's written consent. A general advertisement not directed at that individual is not a solicitation.

17.1 Mutual. Each side warrants that it has authority to enter these Terms and that doing so does not breach any other obligation.

17.2 TLWM. TLWM warrants that it will perform the Modules in a professional and workmanlike manner consistent with generally accepted industry standards, and that the Deliverables will be its original work or properly licensed.

17.3 Client. Client warrants that materials it provides do not infringe any third party's rights and that it owns them or has permission to use them; that it holds the rights necessary to grant the licences in Section 12.1; that information it supplies about its products, services, people and figures is accurate, complete and proper; and that its instructions do not require TLWM to act unlawfully.

17.4 Disclaimer. Except as expressly stated in this Section 17, TLWM disclaims all other warranties, express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. TLWM makes no warranty as to the performance, availability, pricing or policy of any third-party platform, or as to any result.

18.1 Excluded damages. Neither side is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity or loss of goodwill, however caused and on any theory of liability, even if advised of the possibility.

18.2 Cap. Each side's total aggregate liability arising out of or relating to these Terms and every Order, whether in contract, tort including negligence, statute or otherwise, is limited to the total fees Client paid TLWM in the three (3) months immediately preceding the event giving rise to the claim, and in no event less than one thousand dollars ($1,000).

18.3 Exclusions from the cap. Sections 18.1 and 18.2 do not apply to: a side's indemnity obligations under Section 19; breach of Section 13; a side's gross negligence, wilful misconduct or fraud; or Client's obligation to pay fees due.

18.4 Matters outside TLWM's control. TLWM is not liable for any loss arising from advertising performance, an act or omission of a third-party platform or vendor, a change in a platform's policy, algorithm or pricing, Client's delay in approval or compliance review, Client's failure to work Leads, Client's failure to supply access or materials, or the accuracy of data Client maintains.

18.5 Time to claim. A claim against TLWM must be brought within one (1) year after the event giving rise to it, or it is waived.

18.6 Basis of the bargain. The fees reflect the allocation of risk in this Section, and these limits are an essential basis of the bargain.

19.1 By Client. Client will defend, indemnify and hold TLWM and its members, personnel and subcontractors harmless from any third-party claim, and any regulatory inquiry, arising from: materials or instructions Client provided; content Client approved, actually or by deemed approval; Client's breach of Sections 8.8, 10 or 17.3; or Client's violation of any law applicable to its business.

19.2 By TLWM. TLWM will defend, indemnify and hold Client harmless from any third-party claim that a Deliverable, other than a part supplied or directed by Client, infringes that party's intellectual property rights, or arising from TLWM's gross negligence or wilful misconduct.

19.3 Procedure. The indemnified side will notify the other promptly, allow it to control the defence, and cooperate reasonably. The indemnifying side will not settle in a way that imposes any obligation or admission on the indemnified side without consent.

20.1 No fixed term. There is no minimum term. A recurring Module continues month to month for as long as Client keeps paying for it. Either side may end a recurring Module on thirty (30) days' written notice; the month in which the notice period ends is payable in full. Client ends a recurring Module by removing it in the Plan Builder, which is notice. A per-project Module ends on delivery of the Deliverable or under Section 5.6.

20.2 Ending for cause. Either side may end all active Modules immediately on written notice if the other: materially breaches and fails to cure within ten (10) Business Days of notice; commits a second substantiated breach of Section 11.1 after written notice of a first; fails to pay an invoice within thirty (30) days of its due date; initiates a chargeback under Section 5.9; or becomes insolvent or subject to an insolvency proceeding.

20.3 Effect of ending. When Client's last active Module ends: fees for months and projects already begun remain due; TLWM will deliver Deliverables completed and paid for, and will organise Client's deliverable files in a location Client nominates; Client's access to any cloud storage, workspace or tool TLWM provides ends ninety (90) days later, or immediately where fees are unpaid; Client will remove TLWM's access to its platforms; and any email account Client provided to TLWM personnel may be archived by Client. Neither side owes the other any transition, training, documentation, handover or "keep-running" service beyond this Section, unless Client has ordered and paid for it as a Module.

20.4 Survival. Sections 1.6, 2, 4.3, 5 as to amounts accrued, 10.3, 12, 13, 14.3, 16, 17.4, 18, 19, 20.3, 20.4, 24 and 25 survive.

Neither side is liable for a failure or delay caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, civil disturbance, labour dispute, failure of a utility or telecommunications provider, or failure or material change of a third-party platform. The affected side will notify the other promptly and will resume as soon as reasonably practicable. This Section does not excuse an obligation to pay amounts already due.

Client may not assign or transfer its rights or obligations under these Terms or any Order without TLWM's written consent, except to a successor in a merger, reorganisation or sale of substantially all its assets, on written notice. TLWM may assign these Terms and any Order to a successor or affiliate on written notice. Any other purported assignment is void.

Notices under these Terms must be in writing and are effective: on delivery if delivered by hand or courier; on the next Business Day if sent by email to the Account Contact's address of record (for TLWM, info@thelivewellmedia.com; billing correspondence to grow@thelivewellmedia.com) with confirmation of receipt; or three (3) Business Days after mailing if sent by certified mail. A message within the Plan Builder is not notice under Sections 11, 19 or 20 unless also sent by one of those methods.

24.1 Governing law. These Terms and every Order are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

24.2 Escalation. Before commencing proceedings, the sides will attempt in good faith to resolve the dispute by direct discussion between their Account Contacts within ten (10) Business Days, and then between their principals within a further ten (10) Business Days.

24.3 Mediation. A dispute not resolved by escalation will be submitted to non-binding mediation in Orange County, California, before a mediator agreed by the sides, with the mediator's fees shared equally. Neither side will commence proceedings until mediation has concluded or forty-five (45) days have passed since the request, whichever is earlier. This Section does not apply to TLWM's action to collect unpaid fees.

24.4 Forum. The state and federal courts located in Orange County, California have exclusive jurisdiction. Each side waives any objection to that venue.

24.5 Fees. In any proceeding to enforce these Terms or collect an amount due, the prevailing side is entitled to recover its reasonable attorneys' fees and costs.

24.6 Injunctive relief. Either side may seek injunctive relief for breach of Section 12 or 13 without first exhausting Sections 24.2 and 24.3.

25.1 Entire agreement. These Terms, the Module Specifications and each accepted Order are the entire agreement between TLWM and Client on their subject matter and supersede all prior agreements, proposals and representations, written or oral, as Section 1.6 states.

25.2 No variation by Client. No term proposed by Client, and no course of dealing, custom or practice, varies these Terms. TLWM's acceptance of an Order, performance, or acceptance of payment is not acceptance of any term Client proposed.

25.3 Waiver. A failure to enforce a term is not a waiver of it. A waiver is effective only if in writing and signed by the waiving side, and applies only to the instance stated.

25.4 Severability. If a term is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the rest remains in force.

25.5 Interpretation. Headings are for convenience only. "Including" means including without limitation. "Business Day" means Monday to Friday excluding public holidays in California; a period stated in Business Days begins on the next Business Day after the triggering event. Terms defined in a Module Specification have the same meaning here.

25.6 Contact. The Livewell Media LLC, 27131 Calle Arroyo, Suite 1722, San Juan Capistrano, CA 92675. Billing and administration: grow@thelivewellmedia.com, +1 (657) 549-2043. All other matters: info@thelivewellmedia.com.