“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of such entity.

“Client” means you, whether an individual or entity, that has entered into these Terms, an Order (as defined below), or engaged the Services.

“Client Data” means data, information, content, materials, assets, media (including text, images, graphics, videos, photographs), or any other materials provided by Client or at Client’s direction for incorporation into Deliverables (as defined below) or submitted by or for Client through the Website or Services.

“Confidential Information” has the meaning set forth in Section 5 below.

“Deliverables” means all final creative and marketing deliverables (including original source files, branding materials, advertising campaigns, websites, images, videography and photography outputs, marketing collateral, or other creative assets) developed by Sun Locke specifically for Client under these Terms, as further described in an Order.

“Documentation” means any online or written user guides, documentation, policies, instructions, or training materials that Sun Locke provides to Client in connection with the Services.

“Fees” means any fees due and payable by Client to Sun Locke in consideration of the Services, as specified in an Order or otherwise mutually agreed in writing.

“Intellectual Property Rights” means any and all now known or hereafter existing worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, but not limited to, viruses, worms, Trojan horses, or other harmful software.

“Order” means an order form, statement of work, proposal, or other ordering document, including any addenda or supplements thereto, executed by Client and Sun Locke, which references and incorporates these Terms and sets forth the scope, Fees, and specific details of the Services to be provided.

“Services” means the marketing, creative, development, consulting, advertising, branding, strategy, analytics, and related services that Sun Locke provides to Client, including ongoing retainer services and project-based deliverables, as specified in an applicable Order.

“Sun Locke” means Sun Locke Media L.L.C. or the applicable entity providing the Services and entering into the Order with Client.

“Website” means Sun Locke’s website located at [www.sunlocke.com], and any subdomains or related web pages, or media form, channel, mobile site, or other application owned, operated, or controlled by Sun Locke.

2.1 License and Rights to Use Services. Subject to these Terms and Client’s timely payment of all Fees, Sun Locke grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Client’s internal business purposes. Except as expressly permitted by these Terms or under an applicable Order, Client shall not license, sublicense, sell, rent, lease, or otherwise commercially exploit the Services or the Website.

2.2 Orders and Scope. Each Order shall detail the specific Services to be provided, applicable Fees, timelines, Deliverables, and other relevant terms. In the event of any conflict between these Terms and an Order, the Order shall control solely with respect to the conflicting subject matter.

2.3 Restrictions. Client shall not: (a) access or use the Services in any manner that violates applicable laws, regulations, or these Terms; (b) reverse engineer, decompile, or disassemble any part of the Services; (c) use the Services or Deliverables in a manner that infringes upon any third-party Intellectual Property Rights or violates any third-party rights; (d) introduce Malicious Code into the Website or Services; or (e) impersonate or misrepresent Client’s affiliation with any person or entity.

2.4 Client Obligations. Client is responsible for all activities occurring under Client’s accounts. Client shall ensure that all information provided to Sun Locke is accurate, current, and complete, and that its use of the Services and the Deliverables does not violate any applicable law or infringe upon any third-party rights.

2.5 Third-Party Materials. Should any Deliverables incorporate third-party licensed materials, fonts, images, or software, Sun Locke will notify Client in writing. Unless otherwise agreed in writing, Client shall be responsible for obtaining any required licenses for such third-party materials. Sun Locke shall not be liable for any claims arising from Client’s failure to secure the proper licenses.

2.6 Acceptable Use. Client shall not use the Services to upload, store, display, or transmit any Client Data that: (a) is unlawful, defamatory, harassing, obscene, pornographic, or otherwise objectionable; (b) infringes or misappropriates a third party’s Intellectual Property Rights or any other proprietary right; or (c) contains confidential or personal information that violates privacy laws or rights without obtaining all necessary consents.

3.1 Pre-Existing IP of Sun Locke. As between the Parties, Sun Locke retains all rights, title, and interest in and to any and all Intellectual Property Rights that Sun Locke owned or developed prior to or independent of these Terms, including Content, software, methodologies, processes, tools, or know-how used in providing the Services (“Sun Locke IP”).

3.2 Ownership of Deliverables. Subject to Client’s payment in full of all Fees and compliance with these Terms, Sun Locke assigns all right, title, and interest in the Deliverables to Client. If applicable law would otherwise vest ownership of such Deliverables in Sun Locke, Sun Locke hereby irrevocably assigns, transfers, and conveys all such rights to Client. Notwithstanding the foregoing, Sun Locke reserves the right to retain and use for any purpose (including the development of future deliverables for other clients) any general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired or used in the course of performing the Services that are not Client’s Confidential Information.

3.3 Client Data. As between the Parties, Client owns all right, title, and interest in and to Client Data. Client grants Sun Locke a non-exclusive, royalty-free, worldwide license to use, process, modify, reproduce, distribute, and display Client Data solely as necessary to perform the Services.

3.4 Showcasing Work. Unless otherwise agreed in writing (such as in a separate nondisclosure agreement), Client acknowledges and agrees that Sun Locke may use the Deliverables for its promotional purposes, including displaying them in its portfolio, on the Website, social media, or in other marketing materials, solely to demonstrate Sun Locke’s capabilities.

3.5 Feedback. Any feedback, suggestions, or recommendations provided by Client regarding improvements or modifications to the Services or Deliverables shall become the sole property of Sun Locke. Sun Locke may implement and use such feedback without attribution or compensation to Client.

4.1 Fees. Client shall pay all Fees as specified in the Order or otherwise agreed in writing. Except as otherwise stated, Fees are due in advance and are non-refundable.

4.2 Payment Terms. Unless otherwise stated in the Order, all Fees shall be payable within thirty (30) days of the invoice date. Client authorizes Sun Locke to charge any credit card or Payment Method on file for all amounts due. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Disputed Amounts. If Client in good faith disputes any Fees, Client shall promptly notify Sun Locke in writing. The Parties shall endeavor to resolve any dispute expeditiously. Client’s withholding of undisputed amounts shall be a material breach of these Terms.

4.4 Taxes. Fees do not include any applicable taxes, levies, or duties imposed by any governmental authority. Client shall be responsible for all such taxes except for those based solely on Sun Locke’s net income.

4.5 No Contingent on Future Functionality. Client acknowledges that its decision to enter into an Order and pay Fees is not contingent upon the delivery of any future features or enhancements to the Services.

5.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Client Data, business plans, product plans, technology, and pricing. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of these Terms by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2 Protection of Confidential Information. The Receiving Party shall not disclose, use, or permit the disclosure or use of any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under these Terms. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

5.3 Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice (to the extent permitted by law) and reasonable assistance, at the Disclosing Party’s expense, to seek a protective order or other remedy.

5.4 Privacy Policy. Client’s use of the Website and Services is subject to Sun Locke’s Privacy Policy, incorporated herein by reference. By using the Services, Client consents to the collection and processing of its data in accordance with the Privacy Policy and applicable law.

6.1 Term. These Terms commence on the date Client accepts them and shall remain in effect until terminated as provided herein. Each Order shall have a term as set forth therein, which may automatically renew as set forth in the Order or by mutual agreement.
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6.2 Termination for Breach. Either Party may terminate these Terms or any Order if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.

6.3 Termination for Convenience. Unless otherwise stated in the Order, either Party may terminate these Terms or any Order for convenience upon thirty (30) days’ written notice. No refunds of Fees shall be provided in the event of termination for convenience by Client.

6.4 Effect of Termination. Upon termination or expiration of these Terms or an Order: (a) Client’s right to access or use the Services shall immediately cease; (b) all Fees due and payable prior to termination remain due; and (c) Sun Locke shall, within a commercially reasonable time, deliver to Client all Deliverables prepared and paid for through the termination date. Sun Locke shall not be obligated to maintain any Client Data after termination and may delete such data unless prohibited by law.

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into these Terms, and that the individual signing or otherwise accepting these Terms has the authority to bind such Party.
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7.2 Client Representations. Client represents and warrants that: (a) it owns or has obtained all necessary rights to the Client Data; (b) the Client Data does not infringe any third-party rights; and (c) Client will use the Services in compliance with all applicable laws and regulations.
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7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUN LOCKE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUN LOCKE DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DELIVERABLES WILL BE ERROR-FREE OR ACCURATE.

8.1 By Sun Locke. Sun Locke shall defend, indemnify, and hold harmless Client and its Affiliates from and against any third-party claims alleging that the Deliverables, as provided by Sun Locke and used by Client in accordance with these Terms, infringe such third party’s Intellectual Property Rights. In the event of such a claim, Sun Locke may, at its sole option and expense, procure for Client the right to continue using such Deliverables, replace or modify them so they become non-infringing, or terminate these Terms and provide a pro-rata refund of any prepaid Fees.
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8.2 By Client. Client shall defend, indemnify, and hold harmless Sun Locke and its Affiliates from and against any third-party claims arising out of or relating to Client Data or Client’s violation of these Terms, including infringement of a third party’s Intellectual Property Rights or violation of applicable law.
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8.3 Conditions. The indemnified Party must promptly notify the indemnifying Party of any claim, provide reasonable cooperation (at the indemnifying Party’s expense), and grant the indemnifying Party control of the defense and settlement. The indemnified Party may participate in the defense at its own expense.

These Terms and any action related thereto shall be governed by and construed in accordance with the laws of the state in which Sun Locke is headquartered, without giving effect to any conflicts of law principles. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction, and each Party irrevocably waives any objection to such venue.

11.1 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including acts of God, war, terrorism, riots, epidemics, fire, flood, or government action.

11.2 Relationship of the Parties. The Parties are independent contractors, and these Terms do not create any joint venture, partnership, agency, or employment relationship.
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11.3 Assignment. Client may not assign these Terms or any Order without Sun Locke’s prior written consent. Sun Locke may assign these Terms and any Order to an Affiliate or in connection with a merger, sale, or other corporate reorganization.
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11.4 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor to replace the invalid or unenforceable provision with a valid and enforceable one that best reflects the original intent.

11.5 No Waiver. No waiver of any breach or default by either Party shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default.

11.6 Entire Agreement. These Terms, together with all Orders and Documentation incorporated herein by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, communications, or agreements, written or oral. No amendment to these Terms shall be effective unless in writing and signed by both Parties.
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11.7 Notices. Each Party shall deliver notices for legal service or material breach in writing and by courier service or recorded delivery: for Sun Locke, to its registered office address as set out on an Order; for Client, to its address as set out in an Order. Any notices for any other matter may be delivered in accordance with the previous sentence or by email. If sent by email, Client will send the notice to legalnotices@sunlocke.com with Client’s account manager in copy, and Sun Locke will send the notice to Client via an email address listed in any Order. Notice sent by recorded delivery is deemed received three (3) business days after posting; email notice is deemed received twenty-four (24) hours after it is sent.

11.8 Accrued Rights and Survival. Termination or expiration of these Terms does not affect a Party’s accrued rights and liabilities. At termination or expiration, all licenses granted by either Party shall terminate. The following Sections survive termination of these Terms: 1, 3.2, 4, 5, 6, 7, and 9.

By continuing to access or use the Website or Services, or by executing an Order referencing these Terms, Client acknowledges and agrees to be bound by these Terms & Conditions.For any questions or concerns related to these Terms, please contact Sun Locke at: legalnotices@sunlocke.com