Terms of Service

Last Updated: January 26th 2022

Thank you for choosing Liv X Media  for your business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations. Certain capitalised words below are defined in Section 12 (Definitions).

Liv X Media ("LIV X MEDIA") provides media services in the form of branding, websites, photography, social media management, marketing plans, maintenance plans, hosting and design print.  (“Media Services”). 

These Terms of Service (“Agreement”) apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.

This Agreement is effective (“Effective Date”) on the day any Media Service offered by Liv X Media is instructed or commissioned by you.

1. General Terms

  • This is a legal agreement and you represent that you have authority to make these commitments on behalf of your organisation.

  • Agreement. This Agreement is a binding legal agreement between you and Liv X Media (“LIv X Media”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Liv X Media are also sometimes referred to in this Agreement individually as a “Party” “and collectively as the “Parties”.

  • Our Privacy Policy is also part of this Agreement.

  • Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms.

  • This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial. 

  • As we update our products and services, we may update this agreement. If those updates are significant, we'll notify you. 

  • Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement. 

  • If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services.  It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.

  • Additional terms apply to certain products that we provide.

2. Services

  • Branding Services (“branding’) you agree to the terms set forth on Liv X Media at the point of purchase and also agree to the terms and conditions as defined in this agreement.

  • Website Services (“website” “websites”)  you agree to be bound by the monthly recurring charge for any selected hosting, maintenance, mailbox plans. You agree to the terms set forth on Liv X Media at the point of purchase and also agree to the terms conditions as defined in this agreement.

  • Social Media Management (“socials”) you agree to the terms set forth on Liv X Media at the point of purchase and also agree to the terms and conditions as defined in this agreement.

  • Printing services (“prints”) you agree to the terms set forth on Liv X Media at the point of purchase and also agree to the terms and conditions as defined in this agreement.

  • Photography and Video (“visuals”)

  • The Marketing Services are used to drive new business to you. If you choose to participate, you agree to pay any related fees.

  • Marketing Services. As part of the Service, your business will be listed on the LIVXMEDIA.COM and on our partner websites. “Partner Network”). 

  • Branding Services will include upto 2 revisions.

  • Our Website services will include the following number of revisions: 5 or up to 5.

  • Bundles ('bundles""offers") you agree to the terms as set forth on livxmedia.com at the point of purchase. The bundles can be subject to change or be withdrawn at any point without notice.

 

3. Fees and Payment

  • Media Services fees. 

  • Unless otherwise stated, the fees/prices of services are set forth on the applicable website livxmedia.com You agree to pay the services amount due.

  • Website build - LIV X MEDIA will charge as agreed in any discussions prior to starting or at the set price as set forth on Livxmedia.com.  Full payment is required before publishing any website.

  • Packages & Plans monthly fees will be updated during any Renewal Term. If there is a Service you choose not to purchase, Liv X Media  may change the price of that Service.  Monthly Maintenance Subscriptions (see 4.) - In addition to the website design and build cost, a recurring monthly payment subscription has to be set up on completion of the website (and at least 1 payment made) before publishing.

  • The monthly payment must then be maintained for the website to stay published and maintained.

  • Basic Subscription

    • Includes Hosting, Domain Registry. Site administration for the purpose of functionality and renewal.  No changes or updates are included in this subscription.  

  • Standard Subscription - Includes Hosting and Domain Registry. Site administration for the purpose of functionality and renewal.

    • Up to and including x 2 *Small changes per month.

  • Premium Subscription - Includes Hosting and Domain Registry. Site administration for the purpose of functionality and renewal.

    • Up to and including x 2 *Small changes/updates to shop/booking system per month.

    • Up to and including x 2 *Medium changes/updates to design/ page structure per month.

  • Platinum Subscription - Includes Hosting and Domain Registry.  Site administration for the purpose of functionality and renewal.

    • Plus agreed order number of changes/updates per month.

  • Existing Site Changes/Updates - If any ‘Large’ changes are required a quote will be provided on application.

  • A ‘large change’ is defined as but not limited to - page additions, redesign of pages, extensive new copy for existing or new pages, installing apps or new elements.

  • Mailboxes - can be added to any subscription at an additional cost per mailbox per month. 

  • Copy - Copy for the website is not included in the build of any website.  Copy requirements and charges can be arranged and any cost will be discussed in advance and added to the total cost of the website. 

  • You agree to pay the fees required for the Media Services you are getting through this Agreement and give us permission to process those payments.

  • Payment Terms. You agree to pay the plan fees and any other applicable fees stated in this Agreement. YOU ARE RESPONSIBLE FOR ALL PLAN FEES FOR THE ENTIRE TERM. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide LIV X MEDIA with valid and updated credit card information or another form of payment acceptable to LIV X MEDIA. If you provide credit card information, you represent that you are authorised to use the card and you authorise LIV X MEDIA to charge the card for all payments hereunder. By submitting payment information, you authorise LIV X MEDIA to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by LIV X MEDIA for purposes of acknowledging or completing any payment.

  • You agree that there will be additional charges if you change the project terms.

  • Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at the lesser of either (a) 1.5% of the outstanding balance per month, or (b) the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by LIV X MEDIA within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and LIV X MEDIA will be entitled to either suspend the Services or terminate the Agreement.

  • You will let us know within 30 days if there has been a payment error.

  • Payment Errors. If you believe a payment has been processed in error, you must provide written notice to LIV X MEDIA within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute ("Payment Error Notice"). If the Payment Error Notice is not received by LIV X MEDIA within such thirty (30) day period, the payment will be deemed final.

  • Fees for the Services do not include taxes – you are responsible for paying those.

  • Payment methods and charges for payment methods are set by an external provider. LIV X MEDIA has no authority as to what is charged or payment processing times. 

4. Data Ownership and Use

  • You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners.

  • Your Data. As between you and LIV X MEDIA, you own all right, title and interest in Your Data. You hereby grant to LIV X MEDIA a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing LIV X MEDIA or its affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to LIV X MEDIA that you have all rights necessary to grant the licenses and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.

  • LIV X MEDIA  reserves all rights to Aggregated Data.

  • Aggregated Data. You agree LIV X MEDIA owns all Aggregated Data. You also agree that nothing in this Agreement will prohibit LIV X MEDIA or its affiliates from utilising Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.

  • Our Privacy Policy covers how we collect and use personal information.

  • Personal Information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree to that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that LIV X MEDIA may process Your Data for the purpose of providing the Services and related functions, such as billing and customer or End User support, as well as to send direct marketing communications to your representatives’ or End Users, data science and product or service improvement and reporting. You represent and warrant that You are authorised to process Your Data and make such data available to LIV X MEDIA for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as End Users, to our Privacy Policy (notwithstanding LIV X MEDIA ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).

  • We are not responsible for resolving or intervening in any dispute over Your Data.

  • Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that LIV X MEDIA has no obligation whatsoever to resolve or intervene in such disputes.

 

5. Confidential Information

  • You and LIV X MEDIA will protect each other’s Confidential Information and only use it to fulfill obligations stated in this Agreement.

  • A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 5 will restrict LIV X MEDIA with respect to LIV X MEDIA Data or Aggregated Data.

 

6. Term, Termination and Suspension

  • Term. Unless otherwise specified in an Order Form or for media services that include hosting (hosting has an initial term of 12 months) the initial term of this Agreement is ninety (90) days (“Initial Term”). The Initial Term begins on the Effective Date and, unless otherwise specified in an Order Form, automatically renews in successive and consecutive thirty (30) day periods (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) until this Agreement is properly terminated. Either Party may terminate this Agreement for any reason or no reason, by giving the other Party at least thirty (30) days’ notice before the end of the relevant Subscription Term. If you elect to terminate this Agreement early, you will remain responsible for payment of all fees owed for the entire Subscription Term and will continue to be charged each month for the remainder of the Subscription Term.

  • We have the right to end the Agreement immediately if you breach it.

  • Termination for Cause. LIV X MEDIA may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.2, in addition to other amounts you may owe LIV X MEDIA, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to LIV X MEDIA for the period prior to the effective date of termination.

  • This describes what will occur and the rights that apply when the Agreement is terminated.

  • Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, LIV X MEDIA will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.

  • Upon request by you within thirty (30) days following the termination date of this Agreement, and provided that; (a) you have paid LIV X MEDIA all amounts owed under this Agreement; and (b) the Parties have an agreed upon a SOW LIV X MEDIA will make Your Data in its possession or control available to you through a Platform and transfer. After such a thirty (30) day period, LIV X MEDIA will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Service Term you require LIV X MEDIA assistance in retrieving Your Data, additional fees may apply.
    We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account.

  • Right to Terminate or Suspend Services. We may suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to LIV X MEDIA or any third party, (b) that we are required to do so by law, or (c) where the Parties do not agree on the use of a sub-processor.

 

7. Warranties & Disclaimer

  • You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes.

  • Accuracy of Your Account Information. You agree to provide LIV X MEDIA with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested by LIV X MEDIA (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify LIV X MEDIA in writing if any Account Information changes. You agree that LIV X MEDIA has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.

  • This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

  • DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIV X MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. LIV X MEDIA DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.  THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH LIV X MEDIA AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “LIV X MEDIA PARTIES”).

 

8. Indemnification

  • If we are sued by another party as a result of something you’ve done, you’ll cover the costs.

  • LIV X MEDIA will not be held responsible in any way for domain data loss due to hacking, fraud or owner negligence.

  • You agree to indemnify, defend, and hold harmless the LIV X MEDIA Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.

9. Limitations and Exclusions of Liability

  • These are the limits of legal liability we may have to you.

  • LIV X MEDIA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY LIV X MEDIA. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LIV X MEDIA PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES OR OTHER PAYMENTS ACTUALLY PAID BY YOU. IN NO EVENT WILL ANY LIV X MEDIA PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF MINDBODY, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
    THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  • Limitation of Liability 

  • Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement. 

10. Intellectual Property Policy

  • Any information and data submitted to the Services must not violate the intellectual property rights of third parties and will adhere to our Intellectual Property Policy.

  • LIV X MEDIA respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted.

11. Miscellaneous

  • Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the United Kingdom without regard to conflicts of laws principles. 

  • In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process.

  • Mandatory Informal Dispute Resolution. If you have any dispute with LIV X MEDIA arising out of or relating to this Agreement, you agree to notify LIV X MEDIA in writing with a brief, written description of the dispute and your contact information, and LIV X MEDIA will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.

  • If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court.

 

This Agreement controls our relationship.

 

EXTRA SPECIAL TERMS AND CONDITIONS for  "MEDIA SERVICES" WEBSITES, DESIGN & BRANDING, PRINTS, VISUALS, SOCIALS

 

You agree to setup a maintenance (as set forth on livxmedia.com) subscription prior to publishing of the website. You agree to a minimum hosting term of 12 months. Unless otherwise stated and agreed.  A three month notice to terminate hosting can be given from the earliest date month 9 plus 1 day  from the hosting subscription start date.  On termination of this agreement the website will be transferred to an account set up by you prior to any transfer. The account you set up must support the transfer of the website.   LIV X MEDIA will no longer maintain hosting or domain registry and will not be responsible for any changes you make or data lost by you in any form or in the transfer.  This agreement will terminate on the transfer date of any said website and domain.   

 

You accept that if your domain is registered with a third party, LIV X MEDIA is not responsible in any way for the renewal and maintenance of any such domain.

 

You accept that if any delay or problem occurs with a domain already registered before instruction of LIV X MEDIA then LIV X MEDIA will not be held responsible in any way.

 

You accept the first subscription payment that needs to be paid for the website to be published/maintained. 

 

You accept that the monthly subscription has to be paid every month for the maintenance of the site to continue.

 

You accept if the payments are not adhered to the website may be unpublished.

You accept the maintenance packages can change in price or description at any time with a 3 month notice period given to me or my representatives. (This clause is to in part protect LIV X MEDIA  from cost rises that they do not control or are decided by a third party).

 

You accept that any website designed and developed by LIV X MEDIA does not guarantee any sales of any kind.

 

You accept requested small changes/updates to the site as part of the any maintenance package will be updated and live within a 7 day period of submitting to LIV X MEDIA using email team@livxmedia.com

You accept there could be a delay in updating a site if the instructions are not clear and concise.

 

You accept a small update is defined as either or, photo changes up to 5, copy changes up to 50 words supplied by you.

 

You accept medium design changes to be defined as either or, photo changes up to 10, copy changes up to 100 words supplied by you, page structure changes to include promotions.

 

You accept you have to provide all the copy unless an undertaking is agreed with LIV X MEDIA.

 

You accept your website privacy policy and terms are your responsibility to write and request LIV X MEDIA to add to the website.

 

You accept that if you become a contributor to the website and for any reason you ‘break’ the site LIV X MEDIA will not be responsible for any such ‘break’ or data loss.  

 

You accept that if you ‘break’ the site you may be charged by LIV X MEDIA to fix any errors.

 

You accept that you will be contacted by LIV X MEDIA or any of its employees or subsidiaries by email, phone, or message to be notified of changes, new services, or any updates in current services.

You accept for printing design services only 2 revisions are allowed and all content must be provided by you, UK delivery only.

For branding you accept  (after a brief has been submitted by you)  at least 7 days for initial draft designs.  2 further revisions are included in this package. 

You accept social content creation is limited to a set number of revisions before publishing.  

 

The full month’s content will be presented to you. At this point there will be the opportunity for 1 round of revisions which includes 5 single edits per month (1 edit = a picture change / a colour change / word change) Requested changes will be made and the final content transferred to you. Any extra edits or services outside of the package will be at an added charge following discussion with LIV X MEDIA.

 

You also agree to providing Liv X Media with any content you want included in any publishing within the set times/dates scales.   You agree to the terms and conditions at the point of purchase as set out on livxmedia.com.  Payment in advance is needed to maintain subscriptions and 1 month notice to cancel subscription is required on the anniversary date.

You accept Liv X Media will charge extra for stock photos/ videos.  You also accept Liv X Media will not be held responsible in any way for any copyright issues if you (the client) provide the photos/ videos

Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and LIV X MEDIA with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between LIV X MEDIA, on the one hand, and you or any Affiliate, on the other hand.

If any part of this Agreement can’t be enforced, the rest of the Agreement stands.

Waiver and Severability. No waiver of any provision of this Agreement by LIV X MEDIA will be effective unless in writing and signed by LIV X MEDIA. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

We are entering this Agreement with you and you agree you won’t transfer it to anyone else. In an effort to make sure we meet our obligations to you, we can bring in other parties to fulfill the duties promised in this Agreement.

 

Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without LIV X MEDIA prior written consent. 

You give us permission to contact you through the Services or via email for any Notices under this Agreement and agree to send any Notice to LIV X MEDIA at the address listed in this Section.

.We are not liable for things that are not in our control, like natural disasters.

Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving LIV X MEDIA or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

You agree that we can communicate with you electronically.

Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

We are providing you Services for your business and this Agreement does not create a partnership or any other legal relationship.

Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and LIV X MEDIA.

12. Definitions

For the purposes of this Agreement, the following capitalised terms will have the meanings set forth for each of them below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.

“Aggregated Data” means anonymized, de-identified, or aggregated data derived by or through the operation of the Services that is created by or on behalf of LIV X MEDIA in compliance with applicable laws and that does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.

“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.

“Card Updater” means the Software Service feature that facilitates automatic updates to outdated credit card information for participating payment cards.

"Confidential Information" means (a) any software utilized by Mindbody in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.

“Documentation" means online user guides, documentation, and help and training materials, as may be updated by Mindbody from time to time, accessible at the applicable Website(s), and any other materials provided by LIV X MEDIA as part of the Services.

“End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorise to use the Services in connection with your business.

“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.

“Franchise Fees Tool” means the Service which enables you to collect funds from a Franchisee and/or Affiliate.

“Franchisee” means any party that is bound by a franchise agreement with you, and that you have designated to receive Services under this Agreement. Franchisees are bound by the terms of this Agreement as if they were an original party hereto.

“Marketing Services” means LIV X MEDIA online marketing platform.

“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable Software Fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.

“PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time.

“Privacy Policy” means the LIV X MEDIA Privacy Policy accessible at /legal/privacy-policy (or such other URL as specified by Mindbody), as may be updated by LIV X MEDIA from time to time.

“Services” means the Software Services, website build, Website development, design print, branding, visuals, socials,  and other services. “Services” excludes Third Party Offerings.

“Software Service” is defined in the Introduction.

“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.

“Website” means livxmedia.com as may be updated by LIV X MEDIA from time to time and any other websites through which LIV X MEDIA makes the Services available.

“Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services.