‍1.0 Services Rendered

STRATEGY & DESIGN

We’ll deliver a branding strategy and design a new logo. After the strategy and design is approved we’ll deliver a branding guidelines document.

You’ll have two weeks opportunity to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that that point and then cancel this contract.

ERRORS

We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.

3.0 Charges for Services Performed

Requests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended.

IMAGE LICENSING

All images on clients websites are free of copyright only when hosting on Squarespace under “The Livewell media” circle of customers. The cost per image outside of our hosting services will be of $99/year per image.

4.0 Terms of Payment

4.1 BILLING SCHEDULE

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

The total budget for this project: {as agreed}

Our payment terms for branding and website projects are fifty (50) percent deposit and fifty (50) percent due upon the completion of the project. For projects with multiple phases, the same payment terms will apply to each phase. This means that phase one (1) would require a deposit and balance as would phase two (2) and so on. “the livewell media” will invoice the Client at the time of contract, invoice, or agreement which will act as the deposit.
The remaining balances will be billed at the conclusion of each phase. Any balances should be cover in no more than 7 business days.

Any additional costs (such as external supplier editing fees, editing services, lose services, and licensing deals) will be a upfront single payment.

The client will supply “the livewell media” with all necessary purchase order numbers and other internal information required for invoice processing at the time of requesting Service.

will be invoiced monthly and are due within 7 days.

4.2 CLIENT AGREEMENT TO PAY

You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 7 day payment terms. In the event payment is not made within 7 days, “the livewell media” will charge a late payment fee of 3% per overdue day on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs “the livewell media” pays for carrying overdue invoices from Client. In addition, “the livewell media” reserves the right to stop work until payment is received.

4.3 COLLECTION COSTS

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

4.4 RECURRING BUSINESS Any requested services outside of the original agreement and/or invoice will develop an extra charge by the completion of the service.

5.0 Cancellation of Plans

You have the right to modify, reject, cancel or stop any and all plans of work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.

6.0 Responsibilities of  the livewell media and Client

6.1 THE LIVEWELL MEDIA RESPONSIBILITY FOR RELEASES

We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).

6.2 CLIENT RESPONSIBILITY FOR RELEASES

You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then, when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we clear data within 30 days of delivery, we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for other uses.

6.3 CLIENT RESPONSIBILITY FOR ACCURACY

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us 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 Client or disclosed by Client to “the livewell media”.

8.0 Term and Termination

8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION

This Agreement shall become effective as of verbal agreement and/or date signed and shall continue until terminated by either party upon not less than 60 days’ notice in email and/or writing given by either party to the other.

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.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party 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., 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 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 payable for the remaining duration of the Term.

8.4 MATERIALS UNPAID FOR

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

8.5 TRANSFER OF MATERIALS

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to “the livewell media”, “the livewell media” shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. 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 Terms and Conditions

1.0 Length

Website maintenance services by the Livewell media are annual (12 month) agreements.

1.1 PAYMENT METHODS

• Monthly Website Maintenance fees require credit card for payment. No checks will be accepted for monthly website maintenance payments.
• Annual Website Maintenance fees will be automatically charged to clients card through auto pay on the 1st or 15th day of every month, depending on clients preference.

1.2 PRORATED FEES
Website maintenance Fees will be prorated for new clients that sign up in the middle of a given month.

2.0 Termination and Fees

Clients may terminate this agreement at any time with 30 days written notice, additional fees may apply for early termination.

• A fee of $250 will be charged to the clients account for terminating this agreement between the 1st month and the 6th month of the agreement term.
• A fee of $125 will be charged to the clients account for terminating this agreement between the 6th month and the 12th month of the agreement term.
• After the initial 12 months, the client may terminate this agreement without paying any additional fees with 30 days written notice.

The Livewell media may terminate this agreement at anytime with written notice to the client.

2.1 FEES

• An administrative fee of $25 will be charged to the clients account for any late payments or declined credit card charges.
• There are absolutely no refunds for any fees related to website maintenance services.
• When adding new text and/or content to a page the client is responsible for providing all text (in digital format) and images/photos.
• Minor updates are limited to 5 incidents per week depending on availability. More minor updates may be able to be completed each week depending on the Livewell media’s master project schedule. The client may submit a support ticket to find out if more updates may be allowed in a given week.
• There is no roll-over for any website maintenance plan services.
• “Update turnaround time” is based on standard minor updates. Advanced programming may result in longer turnaround times.
• Urgent and/or Rush updates, modifications, or edits will be completed within 24 hours.
• A fee of $50 will be charged if updates and/or modifications or edits are required to be completed on Saturday or Sunday.

Monthly Maintenance Minor Update Listing (What’s included)

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

• Adding or modifying a link
• Adding or changing a photo/image
• Adding or modifying a menu item
• Adding or modifying meta data (keywords, descriptions, title, etc. on a page)
• Changing page URL's (only applies to sites and websites developed by the Livewell media)
• Changing a banner
• Adding or modifying a product in a catalog or e-commerce system
• Adding or modifying a calendar event
• Modifying code
• PHP
• MySQL
• DHTML
• XHTML
• Javascript
• XML
• Template

Non-Minor Updates & Additional Monthly Maintenance Services.

Please note:

These services are NOT included in any package and carry an additional fee on top of your monthly maintenance fee.

• 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
• Additional minor updates not mentioned on included list
• Add a CMS
• Additional pages
• New template
• Add an online form
• Add a “Map & Directions” page
• Add an online product catalog
• Add an online shopping cart*
• Add an online payment gateway*

* E-commerce and/or payment gateways require additional services that require additional fees.
* For all other services, please go to our Services Section

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