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Standard Terms & Conditions

Live Free Digital LLC

Last Updated: 1/9/2025

These Standard Terms & Conditions (the “Agreement”) govern the relationship between Live Free Digital LLC (“we,” “us,” “our,” or “Service Provider”) and the undersigned client (“Client,” “you,” “your”). By signing electronically or by paying the initial invoice, you agree to be bound by the following terms:

 

1. Services & Scope of Work

1.1 Services Provided
Live Free Digital provides a variety of digital marketing and software implementation services, which may include (but are not limited to) website design, website management, SEO, and related digital marketing support.

1.2 Scope
Unless otherwise specified in the Service Order or Proposal, each monthly website management plan includes up to 2 hours of simple edits per month.

  • We reserve the right to determine if additional tasks requested by Client are outside the “simple edits” scope, and if so, to provide a separate quote or invoice.

  • We also reserve the right to provide more than 2 hours of simple edits per month without needing to invoice our client - this provision is more to protect us from abuse (for example, 10 hours of edits several months in a row, or building whole additional websites) 

  • Changes are generally completed within 3 business days, but we reserve the right to take additional time as needed.

 

2. Subscription Term & Early Termination

2.1 Month-to-Month Subscription
All Services are provided on a month-to-month basis, with a 30-day written cancellation notice required to end Services.

2.2 12-Month Website Management Fee Commitment
If you have been paying a monthly website management fee for fewer than 12 months and wish to:

  • Take ownership of your website and move it to your own or another provider’s account, or

  • Reduce your monthly website management plan to a lower fee, including a hosting/minimal support-only plan,

you must pay a one-time fee equal to the remaining monthly management fees for the balance of the initial 12-month period, in addition to a one-time transfer or website service downgrade fee of $500

Example: If you have been on a $150/month plan for 6 months, you owe 6 months at your $150 per month rate, or $900 ($150 * 6)  as a one-time payment to either transfer or reduce your plan.

2.3 Waiver or Modification of Managed Service Termination Fee
Live Free Digital reserves the right, at its sole discretion, to waive or modify the required termination fee if both parties mutually agree on a new scope of work.

2.4 Notice Period for Transfer
You must provide 30 days’ written notice if you wish to transfer your website or other project assets to your own or another party’s account.

 

3. Billing & Payment Terms

3.1 Billing Date & Schedule
Your monthly billing date will be the same calendar day each month that your subscription began.

3.2 Payment Methods
Accepted forms of payment for subscriptions are:

  • ACH/Electronic Bank Transfer

  • Credit/Debit Card

Checks are permitted for one-time payments. A $40 fee will be assessed for any bounced or returned checks.

3.3 Late Payments & Grace Period

  • A 5 business day grace period applies from each monthly due date.

  • After this 5-day window, a 2% late fee will be added to the outstanding balance every 30 days.

  • If an invoice remains unpaid for 60 days without a formal cancellation letter, services may be paused until payment is received or until the account is brought current.

 

4. Intellectual Property (IP) Ownership

4.1 Ownership Transfer
All website designs, creative assets, or other deliverables developed by Live Free Digital remain our sole property until all associated fees—including any early termination fees—have been paid in full.

4.2 Third-Party Licenses
We may use third-party plugins, themes, or code. Where needed, we will either maintain the license on your behalf under our managed service, or if you transition away, you are responsible for securing your own licenses.

4.3 Software Implementation & Licensing
If we set up or configure any third-party software on your behalf, we will either:

  • Transfer the software account and billing to you if you choose to take it over, or

  • Reduce your subscription fees to reflect a hosting/software-only minimal-support plan, if you elect that option.

 

5. Confidentiality & Data Protection

5.1 Confidential Information
You acknowledge that we handle sensitive data and take commercially reasonable steps to protect client information.

5.2 GDPR/Privacy Compliance
To the extent that we collect or process any personal data governed by privacy regulations (such as GDPR), we will take appropriate measures. You may request a Data Processing Agreement if required by applicable law.

 

6. Performance, Results & Disclaimer

6.1 No Guaranteed Results
We do not guarantee specific results or outcomes for SEO, marketing, or other services. Performance can vary based on factors such as changes in search engine algorithms and market conditions.

6.2 KPIs
If Key Performance Indicators (KPIs) are provided, they will be defined in the Service Order or Proposal. KPIs are for reference only and not performance guarantees.

 

7. Warranties & Limitations of Liability

7.1 Services “As Is”
All services are provided on an “as is” basis, without warranties of any kind, whether express or implied.

7.2 Limitation of Liability
Our total liability for any claims related to this Agreement or the Services shall not exceed the fees actually paid by the Client to Live Free Digital under this Agreement. We shall not be liable for indirect, consequential, or special damages, including but not limited to lost profits or business interruption.

 

8. Indemnification

8.1 Mutual Indemnification

  • Live Free Digital agrees to defend, indemnify, and hold you harmless against any third-party claims alleging that the services provided infringe upon another party’s intellectual property rights, provided that you promptly notify us in writing and allow us to control the defense.

  • Client agrees to defend, indemnify, and hold Live Free Digital harmless against any claims arising out of content, materials, or instructions provided by the Client, including infringement or misuse of intellectual property.

 

9. Client Responsibilities

9.1 Content & Approvals
If a project (e.g., website design) has a defined launch date or milestone, you agree to provide all requested information or feedback within 5 business days of our request. Failure to do so may result in production delays.

9.2 Access & Credentials
You agree to supply all necessary login credentials, administrative or hosting access, and relevant passwords in a timely manner. Delays in providing these credentials may postpone completion of certain tasks.

 

10. Termination & Renewal

10.1 Termination for Cause
We reserve the right to terminate this Agreement immediately if your use of our services violates any state or federal laws or if you engage in activities that could harm our reputation or operations. You may be held liable for damages.

10.2 Renewal
All billing renews on a month-to-month basis unless otherwise noted in writing. Services continue indefinitely until canceled or modified in accordance with Section 2 above.

10.3 Offboarding & Transfer
If you elect to transfer your website, domain, or other assets upon cancellation:

  • We will transfer the requested assets within 5 business days of your final written decision and payment of any outstanding fees, including termination fees.

  • If you decline to transition into a hosting/software-only minimal support subscription, you must fulfill all payment obligations as noted in Section 2.2 before asset transfer can occur.

 

11. Governing Law & Dispute Resolution

11.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles.

11.2 Arbitration
Any disputes arising under or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA) or a similar organization. The arbitration will be held in or near Concord, NH.

 

12. Miscellaneous Provisions

12.1 Force Majeure
Neither party shall be liable for failure to perform any obligation due to events beyond its reasonable control, including natural disasters, war, pandemic, or internet outages.

12.2 Assignment

  • Client may not assign this Agreement or transfer any rights or obligations hereunder to another party without our prior written consent, except if your business is acquired (in which case, the contract transfers automatically to the new owners).

  • If Live Free Digital is acquired, all current contracts transfer automatically to the acquiring entity.

12.3 Entire Agreement & Amendments
This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings. Any changes or amendments must be made in writing and signed (physically or electronically) by both parties.

12.4 Notices
All notices required under this Agreement shall be delivered via email to the addresses provided by each party. Notice is deemed received on the date the email is sent unless a delivery error message is received.

12.5 Non-Solicitation
Client agrees not to directly solicit, recruit, or hire any employee or subcontractor of Live Free Digital during the term of this Agreement and for 6 months thereafter.

 

13. Acceptance & Signatures

13.1 Electronic Signature
Both parties agree that electronic signatures and acknowledgments (including acceptance by email or payment of the first invoice) are valid and enforceable.

13.2 Acceptance
By signing this Agreement electronically or paying the initial invoice, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

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