Definitions

Brand / Client: The company entering into the SOW with ELIVE.

Attributable GMV: Gross merchandise value of transactions generated from live shows and related assets within the agreed Attribution Window (e.g., 24–72h), net of cancellations/returns.

Attribution Window: The period post-live in which sales are counted as attributable, defined in the SOW.

Live Assets: Scripts, run-of-show, overlays, thumbnails, captions, cutdowns, and other creative produced for a show.

Pilot: The initial performance-first engagement described in the SOW.

Platform(s): Third-party platforms such as TikTok, Shopify, GA4, ad networks, and calendar/CRM tools.

Services

ELIVE plans, casts, produces, moderates, and analyzes live shopping shows and related content. Typical scope includes:

Strategy & calendar, host casting & training, run-of-show & scripts, live production & moderation, catalog sync & pinning, in-show promos & bundles, optional paid amplification, post-show highlights & reuse, and analytics with weekly insights.

Exact deliverables, show cadence, pricing, KPIs, and dates are defined in the SOW.

Eligibility & Accounts

You must have authority to bind the Brand, maintain accurate account details, and ensure your personnel comply with these Terms.

Fees, Pilot, and Payment

Performance-First Pilot. Unless otherwise stated in the SOW:

$0 net setup; no retainer during Pilot.

ELIVE earns a commission on Attributable GMV during the Pilot at the rate in the SOW.

If no sales occur, no commission is due; platform fees and Brand obligations still apply.

Post-Pilot. Ongoing engagements may be hybrid (retainer + performance commission) or performance-only, as defined in the SOW.

Invoices & Timing. Invoices are issued per SOW terms (e.g., monthly, net 7/14). Late amounts may accrue 1.5%/mo (or the maximum allowed by law) plus reasonable collection costs.

Taxes. Fees exclude taxes; Brand is responsible for applicable taxes (except ELIVE’s income taxes).

Chargebacks. Chargebacks unrelated to ELIVE’s breach do not reduce owed commission.

Brand Responsibilities

To enable ELIVE to perform:

Provide accurate product catalog, inventory, pricing/margins, brand assets, claims substantiation, and compliance guidance.

Grant scoped access to relevant Platform accounts (e.g., TikTok Shop/Business Center, pixels, ad accounts).

Approve run-of-show, offers, and creative prior to going live.

Ensure inventory and fulfillment readiness; manage customer support, returns, and legal product compliance.

Brand Safety, Compliance & Approvals

Nothing goes live without the Brand’s prior approval of run-of-show, offers, and key creative.

ELIVE trains hosts on brand voice, do/don’t language, claims, and FTC disclosures; we moderate chat using filters and escalation workflows.

If off-brand or non-compliant risks arise, ELIVE may pause or terminate a show (“Kill-Switch”) after reasonable good-faith attempts to align.

Brand is responsible for product-related claims and legal compliance; ELIVE will avoid unsubstantiated or restricted claims.

Attribution & Reporting

Attribution methodology, window, and eligible events are defined in the SOW.

ELIVE provides weekly or per-show reporting (e.g., GMV, CR, AOV, CPA, watch-time, experiment results).

The parties will cooperate in good faith to reconcile reporting discrepancies using Platform data and agreed measurement rules.

Content, Licenses & IP

Brand retains ownership of its trademarks, product content, and assets.

ELIVE retains ownership of its processes, templates, and internal tools.

Unless otherwise stated, Live Assets are licensed to the Brand for the Term and any usage rights specified in the SOW (e.g., paid ads, PDP, email). Broader usage or perpetual rights may require an additional license.

Portfolio Use.
ELIVE may display non-confidential work samples and aggregated results (not pricing or PII) for marketing unless the Brand opts out in writing.

Creator/Host Likeness.
Use of host likeness beyond the live and agreed cutdowns requires creator consent per the SOW.

SMS/Email & Communication Consent

If ELIVE helps manage transactional or marketing communications (e.g., reminders, confirmations, promotional updates), Brand agrees to:

Obtain and log all required consents (e.g., TCPA/CTIA for SMS), honor STOP/HELP, and provide compliant Terms & Privacy links.

Use compliant sender IDs and maintain suppression lists.
Brand is the sender of record for customer communications; ELIVE acts as Brand’s service provider.

Scheduling, Cancellations & Force Majeure

Rescheduling requires [48] hours’ notice; otherwise fees for confirmed resources (hosts, studio time, media) may apply per SOW.

Neither party is liable for delays due to causes beyond reasonable control (e.g., platform outages, strikes, acts of God).

Confidentiality & Data

Each party may access the other’s Confidential Information (non-public business, technical, or financial information). Use it only to perform under these Terms; protect it with reasonable care.

ELIVE uses least-privilege access, 2FA where available, and keeps audit logs for platform access.

ELIVE does not retain customer PII outside approved tools except as necessary to provide the Services.

Third-Party Platforms & Tools

The Services depend on Platforms (TikTok, Shopify, ad networks, etc.). ELIVE is not responsible for their availability, policy changes, or data limitations. Brand agrees to comply with Platform terms and maintain accounts in good standing.

Warranties & Disclaimers

Each party warrants it has the right to enter these Terms and will comply with applicable laws.

ELIVE does not guarantee specific results (e.g., GMV, CPA, ROAS). Outcomes depend on inventory, pricing, creative, Platform distribution, and other factors.

Except as expressly stated, the Services are provided “as is.” ELIVE disclaims implied warranties of merchantability, fitness, and non-infringement.

Limitation of Liability

To the maximum extent permitted by law:

Neither party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits or revenue).

Each party’s aggregate liability under these Terms will not exceed the fees paid or payable to ELIVE in the 3 months preceding the event giving rise to liability.
These limits do not apply to breach of confidentiality, IP infringement, payment obligations, or indemnity.

Indemnification

By ELIVE: ELIVE will defend and indemnify Brand from third-party claims alleging that ELIVE-created materials (excluding Brand content or instructions) infringe IP, provided Brand promptly notifies ELIVE and allows control of the defense.

By Brand: Brand will defend and indemnify ELIVE from claims arising from Brand products, claims, promotions, or instructions, or Brand’s breach of laws/Platform terms.

Term, Termination & Effect

Term. Starts on the Effective Date and continues through any active SOW(s).

Termination for Convenience. Either party may terminate an SOW with [14] days’ written notice after the Pilot; non-cancelable third-party costs may apply.

Termination for Cause. Either party may terminate for a material breach not cured within [10] days of notice.

Effect. Upon termination, Brand pays for Services delivered and committed third-party costs. Licenses to Live Assets follow the SOW. Each party returns or destroys Confidential Information upon request.

Non-Solicitation (Hosts & Staff)

During the engagement and 12 months after, Brand will not directly hire or contract with ELIVE employees/rostered hosts introduced by ELIVE without ELIVE’s written consent. If Brand hires despite this clause, a placement fee of 25% of first-year comp (or $25,000, whichever is higher) is due.

Publicity

Subject to Section 8.2, parties may use each other’s name and logo to identify the relationship. Any detailed press or case study requires mutual approval.

Notices

Send legal notices to:

To ELIVE: [email protected]

To Brand: As listed in the SOW.
Email notice is effective when sent, with a copy by mail/courier if required by law.

Dispute Resolution; Governing Law

Good-Faith Resolution. The parties will first attempt to resolve disputes informally within 30 days.

Governing Law: Laws of Florida, excluding conflict-of-law rules.

Changes to Terms

We may update these Terms for legal or operational reasons. Material changes will be posted on our site with a revised Effective Date. Continued use after changes constitutes acceptance. Signed SOWs will not be altered without mutual written agreement.

Miscellaneous

Independent Contractors. The parties are independent; no agency, partnership, or employment is created.

Assignment. Neither party may assign without consent, except to a successor in a merger or sale of substantially all assets.

Severability. If a provision is unenforceable, the remainder remains in effect.

No Waiver. Failure to enforce a right is not a waiver.

Entire Agreement. These Terms + SOW(s) are the entire agreement on the subject.

Appendix A — Acceptable Use (Live Content)

Do not feature or permit content that is illegal, infringing, deceptive, discriminatory, or unsafe; no medical/financial claims without substantiation; no hate speech, harassment, or adult content. Comply with Platform policies at all times. ELIVE may pause a show that risks violation.

Appendix B — Data & Privacy (High-Level)

We process limited personal data as a service provider/processor on your documented instructions.

We implement reasonable technical and organizational measures to protect data.

Where required, we will execute a Data Processing Addendum (DPA).

We do not sell personal data.

Appendix C — Communications Consent Language

For Brand-facing or customer-facing consent, use clear language such as:

“I agree to receive transactional messages (e.g., reminders, order updates). Message & data rates may apply. Frequency varies. Reply STOP to opt out, HELP for help.”

For marketing consent, obtain separate opt-in:

“I agree to receive marketing messages from ELIVE. Consent not required to buy. Rates may apply; frequency varies. STOP to opt out.”

Contact

Questions about these Terms? [email protected]