Terms Of Service

0. Services

0.1 Services Offered

Lorraine Sumner, owner and operator of Sumner Creative, LLC, is engaged by the Client as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, or joint venture relationship between Sumner Creative, LLC and the Client.

Sumner Creative, LLC shall be solely responsible for all tax filings and payments required by federal, state, or local law.

Sumner Creative, LLC reserves the sole right to determine the means, manner, and methods by which the contracted services are performed, including the schedule and location of work, and shall supply its own equipment, tools, and materials.

Sumner Creative, LLC agrees to perform the professional services (“Services”) that are specifically and individually outlined in the Client’s separate, signed Project Proposal, Service Agreement, or Invoice (the “Governing Agreement”).

The Governing Agreement, which may include details regarding the scope of work, deliverables, deadlines, and project timeline, is hereby incorporated by reference into these Terms of Service.

To begin work, a non-refundable deposit (agreed upon in the Governing Agreement) is due upon contract signing. This deposit is consideration for the reservation of Sumner Creative’s time and resources and is not refundable under any circumstances, including client-initiated termination or Sumner Creative-initiated termination due to client non-performance.

In the event of any conflict between the Governing Agreement and these Terms of Service, the terms of the Governing Agreement shall prevail regarding the specific scope, deliverables, and compensation of that particular project.

The services offered by Sumner Creative include, but are not limited to, the following:

0.2 Branding & Identity

Sumner Creative provides comprehensive brand development services designed to create a cohesive, recognizable, and strategically aligned identity for businesses. The following subsections outline the scope of branding services, deliverables, and associated terms.

0.2.1 Logo Design & Brand Marks

Sumner Creative offers custom logo design services that establish a strong visual identity for businesses. This includes, but is not limited to:

Primary Logo:

The main logo design representing the brand across all platforms.

Secondary Logo:

Variations of the primary logo for alternate uses, such as social media, packaging, or different-sized applications.

Brand Marks & Icons:

Simplified graphical elements derived from the primary logo for use in brand collateral, app icons, and promotional materials.

Clients will receive final logo files in industry-standard formats (e.g., PNG, JPG, SVG, PDF, AI) suitable for digital and print applications. Sumner Creative does not provide trademark registration or legal consultation regarding logo ownership.

0.2.2 Full Brand Identity Development

Sumner Creative develops a complete visual identity system to ensure consistency and professionalism across all brand touchpoints. This includes, but is not limited to:

Color Palette Selection:

Establishing primary, secondary, and accent colors with HEX, RGB, and CMYK values for digital and print use.

Typography & Font Pairing:

Selecting complementary fonts for headings, body text, and branding materials.

Brand Patterns, Textures & Graphical Elements:

Custom-designed assets that enhance the visual identity of the brand.

Brand Imagery Guidelines:

Recommendations on photography styles, image treatments, and overall aesthetic alignment.

All visual identity elements are designed to create a unified brand presence across websites, social media, advertising, and printed materials.

0.2.3 Brand Strategy & Messaging

In addition to visual branding, Sumner Creative offers strategic brand positioning and messaging development, which includes, but is not limited to:

Brand Positioning Statement:

A clear, concise summary of the brand’s unique value and market positioning.

Core Messaging & Brand Pillars:

Defining key themes, values, and selling points that guide brand communication.

Tagline & Slogan Development:

Crafting memorable, impactful taglines that align with brand identity.

Tone of Voice & Communication Style:

Establishing language guidelines for marketing materials, social media, and customer interactions.

Brand strategy and messaging development help businesses maintain consistency in how they communicate with their audience across various channels.

0.2.4 Business Card & Stationery Design

Sumner Creative provides customized business collateral design services to ensure brand consistency in professional communications. This includes, but is not limited to:

Business Cards:

Custom-designed cards featuring the Client’s logo, brand colors, and typography.

Letterhead & Envelope Design:

Branded templates for professional business correspondence.

Additional Stationery & Print Materials:

Design for notepads, folders, presentation templates, and other printed materials as requested.

Final design files will be delivered in print-ready formats (PDF, AI, or EPS). Sumner Creative does not provide printing services but may coordinate with third-party vendors upon request (see Section 0.7:

Service Limitations for details on printing services).

0.2.5 Brand Style Guide & Implementation

To ensure consistent brand application across all platforms and marketing materials, all branding projects include a comprehensive brand style guide.

This guide provides:

• Detailed usage instructions for logos, fonts, and color palettes.

• Examples of correct and incorrect logo applications.

• Brand voice and messaging guidelines.

• Social media, website, and print collateral recommendations.

The Client is responsible for implementing brand guidelines across their marketing materials. Sumner Creative is not responsible for misuse or improper application of branding elements by the Client or third-party vendors. Clients are strongly encouraged to adhere to these guidelines, but this is not a requirement, and Sumner Creative will not enforce adherence to these guidelines.

0.2.6 Ownership & Intellectual Property

Client Ownership:

Upon full payment, the Client receives the rights to the final branding assets as outlined in the agreement. Sumner Creative retains the right to showcase the work in its portfolio and marketing materials.

Third-Party Assets:

If stock images, fonts, or other licensed materials are used, the Client may be required to purchase the appropriate licenses. Sumner Creative will provide guidance on licensing requirements but is not responsible for legal compliance regarding third-party assets.

Design Modifications:

Once the project is completed, any future modifications or additional branding elements requested by the Client will be considered new work and may incur additional fees.

0.3 Graphic Design

Sumner Creative, LLC provides professional graphic design services to support businesses in developing visually appealing and high-quality marketing materials.

These services cover both print and digital formats, ensuring brand consistency and effective communication. The following subsections define the scope, deliverables, and conditions of Sumner Creative, LLC’s graphic design services.

0.3.1 Print Materials

Sumner Creative designs a variety of print marketing materials to enhance brand visibility and engagement. Print design services include, but are not limited to:

Flyers & Brochures:

Single-page and multi-page marketing materials designed to inform and engage customers.

Posters & Signage:

Large-format print designs for events, retail displays, and advertising.

Business Cards & Stationery:

Professionally designed business cards, letterheads, and branded office materials.

Postcards & Direct Mail:

Custom designs for promotional mailers and advertising campaigns.

Catalogs & Booklets:

Multi-page print layouts for product listings, company overviews, and editorial content.

Packaging Design:

Branded product packaging, including labels, boxes, and inserts.

0.3.1.1 Scope of Print Design:

Sumner Creative, LLC designs a variety of print marketing materials to enhance brand visibility and engagement. Print design services include, but are not limited to:

flyers, brochures, posters, signage, business cards, stationery, postcards, direct mail, catalogs, booklets, and packaging design.

Deliverables:

Final files for print will be delivered in standard print-ready digital formats (e.g., PDF, AI, EPS) with proper bleeds, crop marks, and color settings (e.g., CMYK) suitable for professional printing.

The Exclusive Limitation of Service (Design Only):

The Client explicitly acknowledges that Sumner Creative, LLC’s core service under this section is the creation of the design file only. Sumner Creative, LLC does not provide printing, physical production, manufacturing, or quality assurance of the final physical products. The delivery of print-ready files completes Sumner Creative, LLC’s obligation for the design portion of the service.

Client’s Sole Responsibility for Production:

The Client is solely responsible for selecting, contracting with, and managing a third-party printer, including securing quotes, proofing print samples, approving production quantities, and covering all printing and shipping costs.

Facilitation of Printing (Optional Service):

Sumner Creative, LLC may, at the Client’s explicit written request, facilitate the printing process by submitting files to a third-party vendor and managing communication. This facilitation is a separate, optional service that will incur additional fees as detailed in the Governing Agreement.

Waiver of Liability for Print Outcomes:

The Client agrees that Sumner Creative, LLC shall have no liability or responsibility for the final printed result, including, but not limited to, color matching inaccuracies, registration errors, paper stock quality, delivery delays, shipping damage, or quantity shortages caused by the Client’s chosen printer or a facilitated third-party vendor. The Client waives any and all claims against Sumner Creative, LLC related to the physical outcome of the print production process.

0.3.2 Digital Assets

Sumner Creative provides custom digital design services. These digital assets include, but are not limited to:

Social Media Graphics:

Branded images, templates, and promotional content for platforms such as Instagram, Facebook, LinkedIn, and Twitter.

Digital Advertisements:

Banner ads, carousel graphics, and paid media assets optimized for online advertising.

Infographics:

Visually engaging data presentations to communicate complex information effectively.

Website Banners & UI Elements:

Custom web assets designed to align with brand identity and enhance online presence.

Custom Digital Illustrations:

Unique artwork tailored for brand storytelling, marketing materials, and social media content.

0.3.2.1 Scope of Digital Design:

Sumner Creative, LLC provides custom digital design services, ensuring all assets are optimized for online platforms, web, and mobile use.

These digital assets include, but are not limited to:

• Social media graphics (Promotional content for platforms such as Instagram, Facebook, LinkedIn, etc.)

• Branded images

• Templates

• Digital advertisements (banner ads, carousel graphics, paid media assets, etc.)

• Infographics

• Website banners

• UI elements

• Custom digital illustrations.

Deliverables:

Digital design files will be provided in industry-standard formats (e.g., PNG, JPG, SVG, PDF) and optimized based on the specifications detailed in the Governing Agreement.

Deliverables:

Digital design files will be provided in industry-standard formats (e.g., PNG, JPG, SVG, PDF) and optimized based on the specifications detailed in the Governing Agreement.

Client’s Exclusive Responsibility for Implementation:

The Client acknowledges that Sumner Creative, LLC’s service under this section is strictly limited to the creation and delivery of the final digital files. The Client is solely and exclusively responsible for the proper integration, hosting, uploading, technical performance, and application of these assets across all digital platforms (including websites, social media accounts, and advertising networks).

Waiver of Liability for Performance and Technical Issues:

Sumner Creative, LLC is not liable for any errors, defects, or losses that arise from the Client’s improper implementation, integration, or misuse of the digital files. This waiver of liability includes, but is not limited to, issues such as display errors, broken links, hosting compatibility problems, search engine optimization (SEO) performance, or the outcomes of any marketing or advertising campaigns utilizing the assets.

Implementation as a Separate Service:

Should the Client require Sumner Creative, LLC to perform implementation, technical integration, or ongoing management of these digital assets, such work shall be considered a separate service (e.g., Web Design or Social Media Management) and must be explicitly contracted for in the Governing Agreement, subject to additional fees.

0.3.3 Merchandise & Promotional Design

Sumner Creative offers custom design and photography services for branded merchandise and promotional products. This includes, but is not limited to:

T-Shirt & Apparel Graphics:

Unique designs tailored for screen printing, embroidery, and other apparel applications.

Stickers & Decals:

Branded sticker designs for marketing giveaways, packaging, or promotional use.

Branded Promotional Products:

Custom designs for mugs, tote bags, notebooks, and other promotional merchandise.

Event & Trade Show Materials:

Banners, tablecloths, signage, and promotional handouts for brand representation at events.

Clients must ensure that final designs meet the production specifications of their chosen vendors. Sumner Creative is not responsible for manufacturing or printing errors caused by third-party vendors.

0.3.4 Custom Illustrations & Iconography

Sumner Creative provides custom illustration and icon design services to enhance branding, marketing, and editorial content. These services include, but are not limited to:

Hand-Drawn & Vector Illustrations:

Unique illustrations created for branding, storytelling, and promotional use.

Branded Iconography:

Custom icon sets designed for websites, infographics, and digital applications.

Editorial & Marketing Illustrations:

Custom artwork for blog posts, social media campaigns, and advertising.

Deliverables:

Illustrations will be delivered in scalable formats (AI, SVG, PNG, EPS) as applicable. The Client is granted rights to the final approved illustrations as outlined in Section 0.3.5 (Ownership & Usage Rights).

Scope of Design Service:

Sumner Creative, LLC offers custom design and photography services for branded merchandise and promotional products. This includes, but is not limited to:

T-Shirt & apparel graphics (for screen printing or embroidery), stickers & decals, branded promotional products (such as mugs, tote bags, or notebooks), and event & trade show materials (banners, signage, and handouts).

Exclusive Limitation of Service (File Delivery):

The Client explicitly understands and agrees that Sumner Creative, LLC’s service under this section is strictly limited to the creation and delivery of the final design files, mock-ups, or photographic assets. Sumner Creative, LLC does not provide any physical manufacturing, production, printing, inventory management, or fulfillment services for any merchandise or promotional item.

Client’s Sole Responsibility for Production:

The Client is solely responsible for engaging, contracting with, and managing third-party production vendors (e.g., screen printers, embroiderers, or promotional product manufacturers). This includes, but is not limited to, securing quotes, approving physical proofs, ensuring that final designs meet the vendor’s precise production specifications, and covering all manufacturing, shipping, and import costs.

Waiver of Liability for Merchandise:

The Client acknowledges that Sumner Creative, LLC shall have no liability or responsibility whatsoever for the quality, durability, functionality, final appearance, color accuracy (outside of standard color codes provided), manufacturing defects, quantity shortages, or delivery delays of the final physical merchandise product. The Client waives any and all claims against Sumner Creative, LLC related to the physical outcome of the production process.

Optional Facilitation:

Should the Client request Sumner Creative, LLC to coordinate or communicate with a production vendor, this will be considered a separate, billable service that must be added to the Governing Agreement. Even when facilitating, the liability exclusions detailed above remain fully in effect.

0.3.5 Ownership & Usage Rights

License of Final Design Copyright:

Upon full payment, Sumner Creative, LLC grants the Client a an exclusive, perpetual, worldwide license to use the final, approved Deliverables for their intended commercial purposes. The Client acknowledges and agrees that Sumner Creative retains the underlying copyright.

Retained Rights of Sumner Creative, LLC:

Notwithstanding the license of the final Deliverables , Sumner Creative, LLC retains a perpetual, royalty-free, irrevocable, and non-exclusive right to use, display, and publish all concepts, preliminary designs, and the final approved Deliverables for promotional purposes, including, but not limited to, portfolio display, case studies, social media, marketing materials, awards submissions, and business development.

Third-Party Assets, Licensing, and Compliance Indemnity:

If the final Deliverables  incorporate any licensed third-party materials (e.g., stock imagery, premium fonts, proprietary software elements), Sumner Creative, LLC will identify these elements and inform the Client on necessary licenses, where applicable.

Notwithstanding the foregoing, the Client shall have no obligation to indemnify Sumner Creative, LLC for claims or damages arising solely from the Gross Negligence or Willful Misconduct of Sumner Creative, LLC.

The Client is solely and exclusively responsible for purchasing, maintaining, and complying with all terms of all required third-party licenses for their intended use. The Client shall indemnify, defend, and hold harmless Sumner Creative, LLC, its owner, Lorraine Sumner, its members, agents, and all business and personal assets, against any and all claims, damages, liabilities, or expenses (including reasonable attorney’s fees) arising from the Client’s failure to acquire, maintain, or comply with any third-party license.

Client-Provided Content and Defamation Liability Shield:

The Client warrants that all content, materials, assets, text, trademarks, and imagery provided to Sumner Creative, LLC for use in the Services are either owned by the Client or that the Client has secured all necessary licenses, releases, or permissions for their intended use. The Client shall indemnify, defend, and hold harmless Sumner Creative, LLC, its owner, Lorraine Sumner, and all associated personal and business assets, from any and all claims, suits, liabilities, or expenses, including those related to copyright infringement, trademark violation, misappropriation, defamation, libel, slander, invasion of privacy or publicity rights, and any violation of any law whatsoever arising from the content supplied by the Client or the content’s subsequent use, publication, or distribution by the Client.

Modifications & Future Edits:

Any requests for modifications, alterations, or additional design work made after the Client provides final written approval of the Deliverables will be considered new work outside the original scope. Such work will require a new Governing Agreement (or Change Order) and will be subject to additional fees and project timelines.

0.3.6 File Formats & Deliverables

Final Deliverables Defined:

The final, approved deliverables  under the Governing Agreement consist exclusively of the final, approved files and formats specified in the Governing Agreement.

For the avoidance of doubt, the Final Deliverables explicitly exclude all preliminary concepts, sketches, unapproved mock-ups, rejected designs, and all native, working, or editable source files (such as PSD or INDD files, with the sole exception of the logo master file)..

0.3.6.1 File Formats:

All files will be provided in industry-standard formats, optimized for their intended purpose as follows:

Print-Ready Files:

High-resolution PDF (with press settings), Adobe Illustrator (AI), and/or Encapsulated PostScript (EPS) files, configured with CMYK color settings and proper bleeds/crop marks.

Digital Files:

Raster formats such as PNG (optimized for transparency), JPEG (JPG), and web-optimized PDF for screen and mobile use.

Scalable Vector Graphics:

Master files in Adobe Illustrator (AI) or EPS format will be supplied for core brand assets such as logos and illustrations to ensure scalability.

0.3.6.2 Deliverables

Exclusion of Source Files:

Unless stated otherwise in the governing agreement, the deliverables include all final, high-resolution formats necessary for the Client’s intended use (e.g., PNG, JPEG, PDF). However, the deliverables specifically exclude all native, working, or editable source files (e.g., Photoshop PSD files, InDesign INDD files), with the sole exception of logo and brand identity assets. For these core brand assets, Master files in Adobe Illustrator (.AI) or EPS format will be supplied to ensure scalability and future use.

Client Responsibility for Storage and Archiving:

The Client is solely and exclusively responsible for securely downloading, storing, backing up, and maintaining all delivered files immediately upon receipt.

Data Retention Policy and Liability:

Sumner Creative, LLC is not a data storage or archiving service. Sumner Creative, LLC is not obligated to retain or store project files beyond a period of ninety (90) calendar days following the delivery of the final files or the termination of the project, whichever occurs first.

After this period, all project files may be permanently deleted. Sumner Creative, LLC shall have no liability for any loss, damage, corruption, or unavailability of files occurring after the completion of the project or the expiration of the ninety-day retention period.

Any request for file recovery after this period will be subject to an archiving fee and is not guaranteed.

0.4 Marketing Support

Sumner Creative, LLC provides professional marketing and strategic consulting services to help businesses build brand awareness, increase customer engagement, and execute effective promotional campaigns. These Services combine strategic planning, content development, and design to create a cohesive marketing approach tailored to the Client’s goals. The following subsections outline the scope, deliverables, and conditions of Sumner Creative, LLC’s marketing and strategy services.

Standard of Liability and Willful Misconduct:

The Client expressly agrees that the total aggregate liability of Sumner Creative, LLC, its owner (Lorraine Sumner), members, agents, and all business and personal assets, for any and all claims, damages, liabilities, or expenses arising out of or related to the Services shall be limited to the fees paid by the Client to Sumner Creative, LLC for the specific service giving rise to the claim. Furthermore, Sumner Creative, LLC shall not be liable for any damages or losses except in cases directly resulting from the proven and adjudicated Willful Misconduct or Gross Negligence of Sumner Creative, LLC. In no event shall Sumner Creative, LLC be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of revenue or profit.

Primary Scope Limitation:

The Client acknowledges that Sumner Creative, LLC operates primarily as a provider of graphic design and photography services, as detailed in Sections 0.3 and 0.5. Marketing Support services are strictly advisory, consultative, and supplemental in nature. The specific scope and extent of Sumner Creative, LLC’s involvement will be strictly defined in the Governing Agreement (Proposal/Contract).

Client Responsibility and Approval:

The Client acknowledges that the success of any strategy is contingent upon the Client’s prompt, effective, and fully-funded implementation, as well as the accuracy and legality of all information and assets provided to Sumner Creative, LLC. The Client retains sole and ultimate responsibility for approving all final strategies, budgets, and public-facing content before launch and for ensuring all claims, warranties, and representations made are factually accurate and legally compliant.

Explicit Disclaimer and Waiver of Performance Guarantee:

Sumner Creative, LLC provides its services on an “as is, as available” basis.

The Client acknowledges and expressly agrees that, due to the dynamic, competitive nature of the market and factors entirely outside of Sumner Creative, LLC’s control (including search engine algorithm changes, competitor actions, third-party platform policies, economic changes, and consumer behavior), Sumner Creative, LLC makes no guarantee, warranty, or representation whatsoever regarding specific results, outcomes, or performance metrics.

This includes, but is not limited to, guarantees of sales, revenue, profit levels, return on investment (ROI), increased traffic, higher rankings, or successful campaign performance. The Client assumes all risk associated with their marketing investment and its outcomes, and agrees that dissatisfaction with results does not constitute a breach of contract by Sumner Creative, LLC.

Waiver of Liability for Campaign Outcomes:

The Client agrees that Sumner Creative, LLC shall not be held liable for any damages, losses, expenses, or adverse consequences, including but not limited to business losses, loss of goodwill, regulatory fines, or third-party lawsuits, that result from the Client’s decision to implement, or failure to implement, any strategy or recommendation provided by Sumner Creative, LLC.

Limitation on Professional Advice:

The Client expressly acknowledges the limitation set forth in Section 0.7.4 (Exclusions and Service Limitations).

All advice, strategies, and recommendations provided by Sumner Creative, LLC are solely for marketing and business strategy purposes.

Sumner Creative, LLC is not a law firm or a licensed financial institution, and no communication shall be interpreted as, or relied upon as, legal, accounting, tax, or financial advice.

The Client must seek counsel from qualified legal and financial professionals before implementing any strategy that may affect their legal or financial standing.

0.4.1 Social Media Marketing Strategy & Content Planning

Sumner Creative offers strategic social media marketing services to enhance brand presence and audience engagement. These services include, but are not limited to:

Custom Content Calendar Development:

A structured content plan aligning with the Client’s brand voice, marketing goals, and posting frequency.

Social Media Strategy Consultation:

Guidance on platform selection, content themes, engagement tactics, and best practices for organic reach.

Brand-Aligned Social Media Strategies:

Custom recommendations for content creation, brand messaging, and social media aesthetics.

Hashtag & SEO Optimization:

Research and recommendations for optimal hashtags, captions, and keyword integration to improve visibility.

Web Design:

Graphics optimized for web use, front-end wire frames, and other front-end, coding-free tasks.

Web Development:

Sumner Creative uses WordPress to create and manage websites. This is the only platform Sumner Creative uses to provide management tasks related to web design.

Final deliverables  may include written strategy documents, content calendar templates, and brand-aligned content recommendations. Sumner Creative does not provide ongoing social media posting, engagement, or community management unless otherwise contracted under a brand management agreement (see Section 0.5: Consulting & Brand Management).

0.4.2 Campaign Development & Ad Design

Sumner Creative designs and develops marketing campaigns tailored to business objectives, whether for product launches, seasonal promotions, or brand awareness initiatives. Campaign services include, but are not limited to:

Targeted Campaign Planning:

Development of campaign themes, messaging, and creative direction aligned with the Client’s marketing goals.

Paid Advertisement Design:

Custom graphics and visuals for digital advertising, including social media ads, Google Display ads, and retargeting campaigns.

Promotional Graphics:

Branded assets such as banners, promotional posters, and digital flyers for campaign execution.

Landing Page or Email Campaign Visuals:

Custom-designed visuals to support digital advertising and lead generation campaigns.

Clients are responsible for managing and funding paid ad placements, tracking campaign performance, and handling ad platform logistics unless otherwise agreed upon in the project contract.

0.4.3 Email Marketing Design & Templates

Sumner Creative provides email marketing design services to help businesses communicate effectively with their audiences. These services include, but are not limited to:

Custom Email Templates:

Branded email templates designed for newsletters, promotional emails, and automated campaigns.

Email Newsletter Graphics:

Visually engaging headers, banners, and call-to-action elements designed for email marketing campaigns.

Email Layout & Structure Guidance:

Recommendations for structuring emails for readability, engagement, and conversion optimization.

Email Platform Compatibility:

Designs optimized for major email marketing platforms such as Mailchimp, Klaviyo, Constant Contact, and others.

Clients are responsible for email distribution, list management, and analytics tracking unless additional services are contracted separately.

0.4.4 Promotional Material & Merchandising Design

Sumner Creative offers design services for promotional materials and branded merchandise to support in-person and digital marketing efforts. These services include, but are not limited to:

Product Packaging Design:

Custom label, box, and packaging designs that align with brand identity and appeal to target customers.

Retail Signage & Display Graphics:

In-store signage, shelf talkers, window displays, and trade show banners for branding and promotions.

Event Marketing Materials:

Branded event flyers, invitations, sponsorship decks, and promotional handouts.

Merchandise Design:

T-shirt graphics, tote bags, stickers, and other branded promotional products for marketing campaigns.

Clients are responsible for coordinating production and printing unless otherwise stated in the service agreement. Sumner Creative can facilitate vendor recommendations but is not liable for third-party printing or production errors (see Section 0.8:

Third-Party Services & Collaborations).

0.4.5 Marketing Strategy Scope & Limitations

Marketing services provided by Sumner Creative are subject to the following conditions:

Consulting vs. Execution:

Sumner Creative provides strategy, design, and content planning but does not guarantee specific marketing results, such as sales conversions or audience growth.

Client-Managed Campaigns:

The Client is responsible for executing and managing their marketing efforts unless a separate management contract is in place.

Intellectual Property & Licensing:

Any third-party stock images, fonts, or digital assets used in marketing materials may require additional licensing, which is the responsibility of the Client.

Project Revisions & Additional Work:

Any revisions beyond the agreed-upon scope of work may result in additional fees and timeline extensions.

Final deliverables  will be outlined in the Client’s project contract, specifying the scope, timeline, and payment terms. Any additional requests must be approved in writing before work commences.

All consulting and brand management services are customized to fit the Client’s industry, business goals, and marketing objectives. However, the following limitations apply:

Sumner Creative does not guarantee specific financial or business outcomes. Consulting services are advisory in nature, and results depend on the Client’s implementation and market conditions.

Sumner Creative does not provide 24/7 support or on-demand consulting. Services will be delivered according to the agreed-upon schedule in the contract.

Third-party software, advertising costs, or additional materials required for implementation are not included. The Client is responsible for purchasing or subscribing to necessary platforms, ad placements, or production services.

Any additional services requested outside of the original agreement may be subject to additional fees and timeline adjustments, as outlined in Section 0.6 (Scope of Work & Additional Services).

0.5 Photography

Sumner Creative, LLC offers professional, stylized photography services for private, commercial, and editorial purposes. The specific scope, duration, and usage rights for any photography project will be exclusively detailed in the Governing Agreement.

Photography services include, but are not limited to:

• Lifestyle
• Engagement
• Couples
• Family
• Baby
• Parties
• Gatherings
• Events
• Headshots
• Senior Portraits
• Branding
• Product
• Real Estate
• Corporate

0.5.1 Creative Control and Artistic Discretion

Artistic Style and Final Edit:

The Client hires Sumner Creative, LLC based on the Photographer’s unique style and portfolio. The Photographer retains full artistic discretion and control over the final selection, cropping, color correction, and level of editing applied to the images. The Client acknowledges that photographic results are subjective and agrees to accept the Photographer’s professional judgment regarding artistic interpretation, locations, poses, and editing style.

Final Image Selection:

The Photographer is responsible for selecting the final images delivered to the Client. The selection process involves culling duplicate, unflattering, or technically flawed images. The Photographer’s decision on which images are edited and delivered is final.

0.5.2 File Deliverables and Post-Production

Post-Production Defined:

Editing included in the service fee is limited to standard post-production (e.g., color correction, exposure adjustment, cropping, and basic sharpening). Extensive or complex retouching (e.g., body modification, advanced blemish removal, background alteration) is not included and is subject to additional fees quoted via a Change Order.

Exclusion of Raw Files:

Only the final, edited, high-resolution files (typically JPEG or PNG) will be provided to the Client via a private online gallery or download link. Under no circumstances will Sumner Creative, LLC provide the raw, unedited, or proprietary camera files (e.g., RAW, CR2, NEF files). These raw files remain the sole and exclusive intellectual property of Sumner Creative, LLC.

Client Review and Final Acceptance:

The Client is responsible for reviewing the final images within seven (7) days of delivery. The Client’s failure to object in writing within this period constitutes full and final acceptance of the images and releases Sumner Creative, LLC from any further obligation regarding the aesthetic or technical quality of the deliverables.

0.5.3 Client Cooperation, Readiness, and Rescheduling

Client Readiness:

The Client is responsible for ensuring that all subjects, locations, necessary props, and permits are secured, prepared, and ready at the agreed-upon start time. Any delays caused by the Client or their representatives may result in a reduction of shooting time and may not be made up.

Automatic Grant of Release (Primary Client):

By executing the Governing Agreement (contract) and engaging Sumner Creative, LLC for photography Services, the Client and all principal subjects appearing in the photographs are hereby deemed to have granted Sumner Creative, LLC, its legal representatives, and assigns the irrevocable and perpetual right and permission to use, publish, exhibit, and reproduce the images, in whole or in part, for all legitimate business purposes.

This agreement includes but is not limited to:

• Portfolio display
• Advertising
• Self-promotion
• Website content
• Marketing materials, • Competitive award submissions
• Any other legal uses

This automatic release is effective immediately upon commissioning the service.

Client Warranty and Responsibility for External Releases:

The Client warrants, represents, and covenants that they have obtained or will obtain all necessary model releases from all subjects photographed (other than the Client themselves, if applicable), and all necessary property releases, location permits, and permissions required for Sumner Creative, LLC to legally photograph the subjects and property/locations specified by the Client.

Optional/Supplemental Releases:

Should the Client require additional, separate, or specific model release documentation for any subject or property, the Client must explicitly request such documentation in writing prior to the session. Sumner Creative, LLC is not obligated to provide or manage these external releases unless agreed upon in writing.

Absolute Indemnification for Failure to Obtain Permission:

The Client shall indemnify, defend, and hold harmless Sumner Creative, LLC, its owner, Lorraine Sumner, its members, agents, and all business and personal assets, from and against any and all claims, demands, liabilities, suits, costs, or expenses (including full, reasonable attorney’s fees) that arise from, are related to, or are a consequence of the Client’s failure to obtain and maintain any and all necessary model releases, property releases, trademarks, consents, or permissions for the photography Services.

This comprehensive indemnification survives the termination of the Governing Agreement.

0.5.3.1 Rescheduling, Cancellation, and Forfeiture

Governing Policy Precedence:

All policies regarding rescheduling, cancellation, and forfeiture of funds for photography services are explicitly detailed in this Section, and these terms shall prevail over any general cancellation policy found elsewhere in this Terms of Service or the Governing Agreement, to the extent of any conflict concerning photography Services.

Definitions for Notice:

For the purpose of this section, “Business Day” means Monday through Friday, 9:00 AM to 5:00 PM Pacific Time, excluding all U.S. federal and Washington State holidays.

“Notice” means the time at which a written email or communication is received by Sumner Creative, LLC (as confirmed by a time-stamped receipt) prior to the scheduled start time of the session. “Total Service Cost” means the full, executed contract value of the photography services, including any contracted package, a la carte services, and pre-agreed-upon add-ons, but excluding sales tax.

Retainer Forfeiture:

All initial payments, retainers, and booking fees are non-refundable and are earned upon receipt to secure the date and cover initial administrative and planning work. Should the Client cancel the photography session at any time, this initial payment or retainer shall be immediately forfeited by the Client and retained by Sumner Creative, LLC as liquidated damages.

Liquidation Damages Schedule for Photography Services

The Client must provide a minimum of five (5) full Business Days’ Notice for cancellation or rescheduling of any photography service. Failure to meet this minimum notice period will result in the assessment of a non-negotiable Liquidation Damages Fee based on the Total Service Cost.

The Liquidation Damages Fee will be calculated based on when the written notice is received by Sumner Creative, LLC:

Notice Received 5+ Business Days Before:

No Additional Fee (Retainer/Initial Payment is still forfeited).

Notice Received Between 120 Hours and 72 Hours Before:

15% of the Total Service Cost.

Notice Received Between 71 Hours and 36 Hours Before:

25% of the Total Service Cost.

Notice Received Between 35 Hours and 24 Hours Before:

50% of the Total Service Cost.

Notice Received Less Than 24 Hours Before (Including 0 Hours):

100% of the Total Service Cost PLUS a 50% penalty (Total charge is 150% of the Total Service Cost).

No-Show/Failure to Appear:

This is automatically deemed notice received at 0 hours and incurs the 150% total charge.

Enforcement of Damages:

The Client acknowledges and agrees that the Liquidated Damages Fee represents a fair, reasonable, and fixed estimate of the administrative costs, lost revenue, and lost opportunity costs incurred by Sumner Creative, LLC due to late cancellation, as the time slot cannot be reliably rebooked. The Client agrees that these fees are damages, not a penalty, and are immediately due upon cancellation or failure to appear.

Rescheduling Policy:

If the Client requests to reschedule outside the five (5) business days’ notice period, Sumner Creative, LLC will attempt to accommodate the request based on availability. Rescheduling is subject to a Rescheduling Fee (if any, as detailed in the Governing Agreement), and any rescheduled date must occur within sixty (60) days of the original booking date, otherwise it will be treated as a full cancellation and the above schedule of Liquidation Damages will apply.

0.5.4 Limitation of Liability (Technical & Force Majeure)

Waiver of Liability for Technical Failure:

In the unlikely event of technical malfunction of camera equipment, storage media failure, theft, accident, or other circumstances outside the direct control of Sumner Creative, LLC that result in the loss or destruction of all or part of the photographic images, the Client agrees that Sumner Creative, LLC’s liability shall be strictly limited to a refund of the fees paid for the specific session in question. No further liability, including liability for any resultant emotional distress or consequential damages, will be incurred.

Force Majeure and Environmental Conditions:

Sumner Creative, LLC is not liable for performance failures due to weather, natural disasters, utility outages, or other acts of Force Majeure. The Photographer is not responsible for environmental conditions (e.g., background elements, lighting, crowds) that may negatively impact the resulting images. The Photographer reserves the right to cease shooting if the Photographer, their equipment, or the subject is exposed to unsafe or hostile conditions.

Copyright and Usage Rights:

The ownership and usage rights of the final photographic images are governed by the terms set forth in Section 0.3.5 (Ownership & Usage Rights).

0.6 Scope of Work & Additional Services

Integration and Exclusivity:

The Governing Agreement (which may be a Project Proposal, Service Agreement, or Invoice, as executed by both parties) represents the exclusive and entire statement of the Services to be provided. This document supersedes all prior communications, proposals, or discussions, written or verbal. By executing the Governing Agreement, the Client acknowledges that the document forms an integration clause, making it the sole definition of the work.

Governing Document Precedence:

In the event of any contradiction, conflict, or inconsistency between the terms outlined in the Governing Agreement and the general terms stated within this Terms of Service (TOS), the terms of the Governing Agreement shall take absolute precedence and govern regarding the specific scope, deliverables, pricing, and timelines of that particular project.

Mandatory Scope Elements:

Each project will be governed by the written agreement that explicitly outlines:

Services to Be Performed: A detailed, itemized list of branding, design, photography, and marketing services included.

Project Deliverables: Specific assets, files, or reports the Client will receive upon project completion.

Timelines & Deadlines: Estimated project duration, milestone deadlines, and final delivery dates.

Revisions & Approval Process: The exact number of revision rounds included in the agreement and the required process for Client feedback and approval.

Payment Schedule & Terms: Agreed-upon pricing, deposit requirements, installment payments (if applicable), and final payment due dates.

Client Acknowledgment and Waiver:

The Client must carefully review and approve the agreed-upon scope before signing the Governing Agreement.

The Client waives any claim that Sumner Creative, LLC is obligated to perform any service, provide any deliverable, or adhere to any timeline that is not expressly and specifically detailed within the four corners of the executed

Governing Agreement.0.6.2 Additional Services & Scope Adjustments

If the Client requests modifications or services beyond the original agreement, the following terms apply:

Additional Fees:

Work outside the contract’s original scope may incur additional charges based on the complexity and time required.

Timeline Adjustments:

Expanded work may require modifications to the original timeline, including potential delays in final delivery.Written Estimate Requirement:

Sumner Creative will provide a formal, written estimate outlining costs, timeline changes, and any other relevant conditions for additional work.

Client Approval:

No additional work will commence until the Client provides written approval (via email or signed agreement) accepting the revised scope and associated costs.

0.6.3 Impact of Additional Requests on Project Timelines

The Client acknowledges that new or expanded requests made after project commencement may:

Require additional processing time, delaying milestones or final delivery.

Affect previously established deadlines due to increased workload.

Necessitate reprioritization of existing tasks within Sumner Creative’s workflow.

Sumner Creative will communicate any anticipated delays resulting from scope adjustments and work with the Client to establish a revised timeline where necessary.

0.6.4 Exclusions from Scope of Work (Exhaustive List)

Unless explicitly, individually itemized, defined, and priced within the executed Governing Agreement, the following services, tasks, costs, and deliverables are strictly and unequivocally excluded from the standard scope of work and do not constitute an obligation of Sumner Creative, LLC:

0.6.4.1 Technical, Engineering, and IT Services

Custom Coding & Back-End Development

Any work involving custom coding, programming, database management, server configuration, complex software engineering, or development on non-WordPress platforms (as specified in Section 0.4.4).

Hosting & Domain Management:

Providing, managing, or troubleshooting website hosting, server maintenance, security patching, SSL certificates, or domain name registration/renewal.

Technical Support:

Ongoing technical support, debugging, or troubleshooting of existing Client websites, software, email systems, or third-party platforms.

0.6.4.2. Financial, Legal, and Compliance Exclusions

Legal & Regulatory Advice:

Providing legal, accounting, tax, or financial advice. This explicitly includes performing or filing trademark, copyright, or patent applications, or providing advice regarding GDPR, CCPA, ADA accessibility, or any local, state, or federal regulatory compliance.

Intellectual Property Licensing Management:

Securing, purchasing, or managing any third-party stock images, fonts, software, or digital asset licenses used in marketing materials. This responsibility lies solely with the Client.

Audits & Certifications:

Performing security audits, accessibility audits, or obtaining technical certifications.

Sales Tax & Licensing:

Calculating, collecting, or remitting any sales tax, business licenses, or permits required for the Client’s business operations.

0.6.4.3 Execution, Management, and Media Exclusions

Media Spend & Execution:

Managing or funding paid advertising placements or media budgets (e.g., Google Ads, social media ad buys).

The Client is solely responsible for all ad spend payments and logistics.

Ongoing Management:

Ongoing social media posting, community engagement, daily moderation, or long-term content scheduling beyond the delivery of a content calendar template.

Client Campaign Execution:

Executing, launching, or managing the day-to-day operations of the Client’s marketing campaigns and strategies, as this is the Client’s responsibility unless a separate management contract is in place.

Public Relations (PR):

Media outreach, press release distribution, crisis communication management, or direct contact with journalists and news outlets.

Physical Production & Fulfillment:

Printing costs, physical manufacturing, product sourcing, warehousing, shipping, or fulfillment.

0.6.4.4. Administrative and Operational Exclusions

Support Availability:

Providing 24/7 support or on-demand consulting; services are delivered according to the agreed-upon schedule in the contract.

Meetings & Training:

Training Client staff on software or systems, or attending meetings beyond those explicitly scheduled and included in the Governing Agreement.

Data Entry & Content Population:

Manual data entry, website population, or content migration beyond the initial agreed-upon setup.

File Retention:

Permanent archival or retention of project files beyond the 90-day retention period outlined in Section 0.3.6.

0.6.4.5. Performance Guarantee Exclusions (Marketing Disclaimer)

Guarantee of Results:

Sumner Creative, LLC does not guarantee or warrant specific marketing results, including, but not limited to, sales conversions, audience growth, revenue increases, profit levels, return on investment (ROI), or specific traffic/ranking goals.

Third-Party Costs Assumption:

All costs associated with third-party software, advertising campaigns, subscription fees, or other materials required for the Client’s implementation are the Client’s responsibility and are not covered, assumed, or reimbursed by Sumner Creative, LLC.

0.6.4.6. General Catch-All Exclusion

Anything Not Explicitly Paid For:

Any service, deliverable, or task that is not expressly and individually listed and for which a specific fee is not allocated within the executed Governing Agreement is deemed excluded from the scope of work.

Client Acknowledgment and Assumption of Risk:

The Client assumes all responsibility for costs, risks, and liabilities associated with the above exclusions. If the Client requires services beyond this defined scope, Sumner Creative, LLC may provide referrals as a courtesy, but it expressly disclaims all liability and warranty regarding the quality, costs, timelines, or performance of any external service provider or resource. The Client waives any right to claim that any of the excluded services were implicitly included in the contract price.

0.7 Service Limitations, Legal Disclaimers, and Liability Shield

Sumner Creative, LLC specializes in branding, design, and photography services. This section clarifies key limitations to ensure transparency, proper expectation management, and provides the ultimate legal shield against external claims and implementation failures.

0.7.1 Ultimate Disclaimer of Professional Advice

Not a Licensed Professional Service:

Sumner Creative, LLC is a creative and marketing service provider, not a law firm, certified public accounting firm, or licensed financial institution. The Client expressly acknowledges that Sumner Creative, LLC does not offer, and the Client will not rely on, advice concerning:

Legal Compliance:

Laws and Regulations, including data privacy (GDPR, CCPA), accessibility (ADA), or advertising laws.

Financial & Tax Advice:

Accounting, bookkeeping, or any advice related to federal, state, or local tax obligations.

Intellectual Property Filings: Trademark registration, copyright filings, or patent applications.

Mandatory Legal Counsel:

The Client is mandatorily required to engage licensed legal counsel or qualified financial professionals to review all deliverables and ensure all business operations and materials comply with all applicable Washington State, Federal, and local laws. The Client assumes sole liability for any failure to comply with these laws.

0.7.2 Limitations on Technical Execution and Production

Coding and Development Exemption:

Sumner Creative, LLC’s services in web design are limited to visual layouts, branding elements, and user interface (UI) designs (as detailed in 0.4.4). Sumner Creative, LLC provides no web coding, back-end development, server-side maintenance, or security services. The Client assumes full and complete responsibility for securing and managing developers and technical staff to implement the provided design assets.

Physical Production Exemption (Printing and Manufacturing):

Sumner Creative, LLC delivers only design files and is not a printing service, manufacturer, or logistics company.

Client Liability for Production:

Even when Sumner Creative, LLC coordinates printing with third-party vendors for an additional fee (Managed Printing Services), this coordination is a courtesy.

Sumner Creative, LLC is not responsible or liable for print quality, color variations, production errors, delivery delays, shipping damage, or manufacturing defects once the Client approves the final proof or design file.

Cost Responsibility:

Any reprints, modifications, or corrections due to printing or production issues are the sole financial responsibility of the Client.

0.7.3 Ultimate Disclaimer of Liability (Governing Shield)

Reference to Exclusions:

All services not specifically included in the Governing Agreement are subject to the absolute exclusions listed in Section 0.6.4.

Client Responsibility for Implementation:

The Client assumes all responsibility for costs, risks, and liabilities associated with the implementation and performance of any design or strategy provided by Sumner Creative, LLC.

Referral Disclaimer:

While Sumner Creative, LLC may offer referrals or recommendations for external vendors or consultants as a professional courtesy, it acts purely as a third-party referrer and assumes no liability or responsibility whatsoever for the performance, actions, omissions, quality of work, or fees of any external service providers selected by the Client. The Client waives any and all claims against Sumner Creative, LLC related to these third parties.

Survival of Protection:

The limitations, disclaimers, and waivers set forth in this Section 0.7 are intended to survive the termination or expiration of the Governing Agreement.0.8 Third-Party Services & Collaborations

0.8.1 Use of Third-Party Services

Sumner Creative may, at its discretion, recommend or engage third-party vendors, contractors, or service providers to fulfill specific aspects of a project, including but not limited to printing, web hosting, copywriting, photography, videography, and specialized marketing services.

These third-party services are utilized to enhance the Client’s project and ensure the highest possible quality of deliverables.

However, Sumner Creative does not directly control these external entities and, therefore, cannot be held liable for their performance, timelines, pricing, or quality standards.0.8.2 Financial Responsibility for Third-Party Services

The Client acknowledges and agrees that all fees, costs, charges, subscriptions, and required licenses associated with third-party services, vendors, platforms, or resources necessary for the project (such as, but not limited to, stock photography licenses, website hosting fees, domain registration, font licenses, social media advertising spend, or premium plugin subscriptions) are the Client’s sole and exclusive financial responsibility.

0.8.2.1 Payment and Estimates

Direct Payment Obligation:

The Client shall make all necessary payments directly to the respective third-party provider. Sumner Creative, LLC is not obligated to act as a payment agent, intermediary, or financial guarantor for the Client’s third-party expenses.

Informational Estimates:

Any cost estimates or pricing provided by Sumner Creative, LLC for third-party services are purely for informational purposes and budget planning. Sumner Creative, LLC makes no warranty, guarantee, or representation regarding the final cost, availability, or terms of any third-party service, as these are subject to change by the provider.

0.8.2.2 Legal and Financial Protection (Indemnity)

No Financial Liability:

Sumner Creative, LLC shall not be liable or responsible for any failure by the Client to pay third-party vendors, nor for any service disruption or damages resulting from the Client’s failure to maintain third-party services (e.g., website hosting, license renewals).

Indemnification from Claims:

The Client agrees to indemnify, defend, and hold harmless Sumner Creative, LLC, its owner, and agents from and against any and all claims, demands, liabilities, suits, costs, or expenses (including reasonable attorney’s fees) that are asserted by any third-party vendor seeking payment, damages, or remedies related to services or materials contracted for by the Client.

This protection survives the termination of the Governing Agreement.

0.8.3 Approval of Third-Party Work

Client Acceptance:

Before the finalization, production, publication, or deployment of any work product, service, or deliverable provided by or facilitated through third-party vendors (including, but not limited to, printers, developers, or content licensing providers), the Client is required to perform a thorough review and must provide explicit written approval of the third-party deliverables.

Waiver of Liability:

The Client’s written approval constitutes a complete and unconditional acceptance of the third-party work.

Sumner Creative, LLC shall be entirely released and discharged from any and all liability for any errors, defects, inconsistencies, damages, costs, dissatisfaction, or Sumner Creative’s own negligence or error, related to the third-party services or products once the Client has granted such approval.

Notwithstanding the foregoing, the Client shall have no obligation to indemnify Sumner Creative, LLC for claims or damages arising solely from the Gross Negligence or Willful Misconduct of Sumner Creative, LLC.

Revisions After Approval:

Any necessary revisions, corrections, or rework requested by the Client after the granting of written approval may be subject to additional fees from both the third-party vendor and Sumner Creative, LLC, which will be the Client’s sole financial responsibility.

0.8.4 Third-Party Delays & Liability

No Responsibility for Delays:

Sumner Creative, LLC is not responsible or liable for any delays, interruptions, losses, or project non-performance caused by third-party vendors, suppliers, subcontractors, or factors outside of the direct control of Sumner Creative, LLC.

Mitigation Efforts:

While Sumner Creative, LLC will employ reasonable efforts to coordinate with and communicate third-party deadlines to the Client, any disruptions, missed deadlines, or service failures on the part of an external provider do not constitute a breach of contract by Sumner Creative, LLC, nor do they relieve the Client of any payment obligations.

Limitation of Consequential Damages:

The Client waives any claim against Sumner Creative, LLC for any consequential damages (including, but not limited to, lost revenue, lost profits, or business disruption) arising from the actions, delays, or failures of any third-party provider, regardless of whether that provider was recommended by Sumner Creative, LLC.0.8.5 Collaboration with External Agencies & Designers

Notification and Assessment:

If the Client engages additional independent contractors, agencies, designers, or marketers (collectively, “External Collaborators”) to work on projects related to or overlapping with the Services provided by Sumner Creative, LLC, the Client must provide immediate written notice to Sumner Creative, LLC. Sumner Creative, LLC reserves the right, in its sole discretion, to assess how the External Collaborators’ involvement may impact the existing project scope, timeline, and deliverables.

Exemption from Liability:

Any conflicts, inconsistencies, errors, scope creep, or delays arising directly or indirectly from the involvement, instructions, or work product of External Collaborators are not the responsibility of Sumner Creative, LLC.

Right to Adjust Scope:

If the involvement of External Collaborators requires Sumner Creative, LLC to perform additional work, incur delays, or alter its agreed-upon scope, Sumner Creative, LLC reserves the right to issue a new change order and invoice for additional fees and time, to be approved and paid by the Client.

0.8.6 General Indemnification for Third-Party and External Actions

The Client shall indemnify, defend, and hold harmless Sumner Creative, LLC, its owner, agents, and successors, from and against any and all claims, disputes, demands, liabilities, suits, costs, or expenses (including reasonable attorney’s fees) that are asserted by any third party or External Collaborator.

This agreement applies to anything that should arise from, are related to, or are a consequence of:

• The Client’s use or modification of the deliverables provided by any third party.

• Disputes over payment, intellectual property infringement, or contractual obligations related to any third-party vendor or External Collaborator.

Any conflicts, inconsistencies, or delays arising from the work, instructions, or actions of External Collaborators.

The Client’s failure to maintain any necessary third-party accounts, licenses, or subscriptions.

0.9 Client Responsibilities

To ensure the successful execution of services provided by Sumner Creative, the Client agrees to fulfill certain responsibilities as outlined in this section. Failure to meet these obligations may impact project timelines, deliverable quality, and overall service effectiveness.

0.9.1 Client Obligations

The Client agrees to:

Provide all necessary materials, assets, and information required for the project in a timely manner.

Respond to feedback requests, approvals, and revisions within the agreed-upon timeframe.

Adhere to payment schedules as outlined in the contract (see Section 2:

Payment).

Notify Sumner Creative of any major changes to the project scope as soon as possible.

Failure to provide timely feedback, approvals, or required materials may result in delays to the project timeline, and Sumner Creative will not be held responsible for missed deadlines due to Client inaction.

0.9.2 Client’s Legal Responsibility for Final Deliverables

By engaging in services with Sumner Creative, the Client acknowledges and agrees that they assume full legal responsibility for all final deliverables .

The Client is solely responsible for:

Ensuring that all content, branding, marketing materials, and designs comply with industry regulations and legal requirements.

Conducting any necessary legal or compliance reviews, trademark checks, and copyright verifications before usage.

Ensuring that all branding and marketing materials align with applicable laws, advertising standards, and ethical guidelines relevant to their industry.

0.9.3 Release of Liability Upon Approval

Once the Client has provided final approval for any deliverable, Sumner Creative is fully released from any and all liability, claims, damages, or legal actions related to its use or Sumner Creative’s own negligence or error.

The Client expressly waives the right to:

File any claims or take legal action against Sumner Creative for any losses, damages, or disputes arising from their use of the approved materials.

Hold Sumner Creative responsible for the success, effectiveness, or unintended consequences of the deliverables once they have been approved and delivered.

0.9.4 Indemnification

Sumner Creative will not be held liable for any claims, including but not limited to:

Trademark or copyright infringement resulting from the Client’s use of branding or marketing materials.

Regulatory non-compliance, including violations of industry-specific advertising laws or consumer protection regulations.

Misrepresentation,

reputational harm, or financial loss resulting from the Client’s marketing campaigns, branding decisions, or public messaging.

Any other legal consequences that arise from the Client’s application or distribution of the provided materials.

0.9.5 Limitation of Liability

The Client expressly agrees to indemnify and hold Sumner Creative harmless against any legal claims, disputes, damages, or financial liabilities incurred as a result of using the deliverables, including but not limited to:

Attorney’s fees and legal costs arising from any lawsuit or regulatory action.

Settlement fees or financial penalties imposed due to non-compliance.

Compensation for damages claimed by third parties due to the use of the deliverables.

By engaging in services with Sumner Creative, the Client accepts full responsibility for all marketing and branding decisions and acknowledges that Sumner Creative’s role is strictly limited to creative development and consultation.

1 Scope of Services

The scope of services provided by Sumner Creative is defined in a separate Service Agreement, Proposal, or Project Brief, which outlines the specific deliverables, timelines, and expectations agreed upon by both Sumner Creative and the Client.

By engaging Sumner Creative for services, the Client acknowledges that all work performed is governed by the terms outlined in this document. Any changes to the agreed-upon scope must adhere to the procedures specified in Section 1.1: Scope Changes.

1.1 Scope Changes

If either Sumner Creative or the Client seeks to introduce modifications, amendments, or alterations to the originally agreed-upon scope of services, such changes must be formally documented in writing.

All scope modifications are considered contract modifications and must be reviewed and approved by both parties before implementation. Scope changes may affect project timelines, deliverables, and costs, which will be renegotiated as necessary.

Scope modifications must adhere to the conditions outlined in Section 8:

Contract Modification of this Agreement.

1.1.1 Proposing a Scope Change

Any party requesting a scope change must submit a written request outlining:

Rationale for the requested change:

Explanation of why the change is necessary or beneficial.

Potential impact on the project timeline:

Estimated delays or adjustments required for project completion.

Revised deliverables:

A list of new, modified, or removed services or assets.

Additional costs (if applicable):

A breakdown of any added expenses due to the change.

Upon receiving the request, the receiving party will review and provide a written response within a reasonable timeframe with one of the following:

Approval of the change and confirmation of revised project terms.

Denial of the request with an explanation.

Counterproposal for alternative scope adjustments or further discussion.

No additional work will commence until both parties agree in writing to the new scope and its corresponding changes to the project timeline and pricing.

1.2 Scope Creep

Scope Creep is defined as any unauthorized or unplanned modifications to the agreed-upon scope of work that exceed the original contract terms. Sumner Creative reserves the right to temporarily halt work on affected deliverables until a formal agreement on the revised scope is reached.

1.2.1 Identifying Scope Creep

Scope Creep refers to when a project gradually grows beyond its original plan or agreed-upon tasks. Scope creep can lead to delays, extra costs, or stretched resources.

Scope Creep may include, but is not limited to:

• Additional revisions beyond the first three (3) complimentary revisions. If the Service Agreement specifies a greater number, then the greater number applies.

• Requests for new deliverables, features, or services not included in the original contract.

• Fundamental changes to the project direction after work has commenced.

• Expedited requests that significantly alter project timelines or resource allocation.

If Sumner Creative identifies a Scope Creep situation, the Client will be notified immediately, and work will pause on the affected portion of the project until a resolution is reached.

1.2.2 Preventing Scope Creep

To avoid unplanned changes and ensure smooth project execution, both Sumner Creative and the Client agree to:

Maintain clear communication throughout the project.

Promptly document and approve any scope adjustments before implementation.

Ensure mutual understanding of project deliverables before work begins.

Suspend work on affected deliverables until modifications are formally approved.

1.3 Temporary Work Suspension Due to Scope Creep

If Sumner Creative determines that a request constitutes Scope Creep, all work related to the affected deliverables will be temporarily suspended until a revised agreement is reached.

During this suspension, the Client will receive:

A formal scope adjustment proposal outlining the changes, revised timeline, and cost impact.

A Scope Creep Fee (if applicable), as detailed in Section 1.4: Scope Creep Fee.

An updated Service Agreement for approval before work resumes.

If the Client declines the revised scope and associated costs, Sumner Creative reserves the right to terminate the project under the conditions set forth in Section 9: Termination of Services.

1.4 Scope Creep Fee

To cover the administrative and operational costs associated with unauthorized scope expansions, a Scope Creep Fee of $20 per instance will be applied.

This fee is intended to compensate for the time and resources required to assess, document, and address Scope Creep.

1.4.1 Payment Responsibility

The Client is responsible for paying the Scope Creep Fee if they introduce unauthorized changes that alter the project scope.

The fee will be added to the final invoice or billed separately, depending on when the Scope Creep occurs.

If the Scope Creep Fee is not paid, Sumner Creative reserves the right to withhold final project deliverables.

1.5 Revised Timeline & Cost Adjustments for Approved Scope Changes

If both parties approve a scope change, the project timeline and pricing will be adjusted accordingly.

1.5.1 Revised Timeline

Sumner Creative will provide a revised project schedule reflecting the approved changes.

Any modifications to delivery dates will be communicated and agreed upon before implementation.

The Client acknowledges that new requests or revisions may extend the original project completion date.

1.5.2 Cost Adjustments

If additional work incurs extra costs, a revised estimate will be provided.

Any request for additional work (a Change Order) must be documented in a written change order document, physically or digitally signed by both the Client and Sumner Creative, LLC, and must explicitly detail the new scope, adjusted fee, and revised timeline before any additional work is commenced.

No work beyond the original Governing Agreement scope shall be performed or billed without an executed Change Order.

Payment for the adjusted scope will follow the updated payment schedule, as detailed in Section 7: Payment Terms.

2 Payment

Unless stated otherwise in a contract or service agreement, Sumner Creative requires all Clients to adhere to the following payment terms to ensure timely compensation, smooth project execution, and fairness to both parties. By engaging Sumner Creative, the Client agrees to the conditions outlined in this section.

2.1 Compensation & Payment Terms & Discounts

Sumner Creative provides flat-rate services and does not charge by the hour.

Compensation for services will be determined based on:

The pricing listed on the Sumner Creative website, unless a custom agreement has been made, such as discounts and special pricing offers.

The scope and complexity of the project, as detailed in the Service Agreement or Proposal.

Any additional work, revisions, or scope modifications requested by the Client

(see Section 8:

Contract Modification).

The agreed-upon payment schedule, as outlined in the Service Agreement.

Work will commence only after receiving the required deposit (see Section 2.5:

Deposits). Final deliverables  will only be released upon full payment of the remaining balance (see Section 3: Deliverables).

2.1.1 Interest-Free Payment Plans

Sumner Creative offers interest-free payment plans, meaning Clients will not incur additional interest or financing fees if all payments are made on time and in accordance with the agreed-upon payment schedule. However, late payments, contract breaches, or other applicable non-interest-related fees may still apply. These details, including any penalties for missed or delayed payments, are outlined in the Client’s service agreement. Clients are encouraged to review their service agreement in full before agreeing to a payment plan. For questions regarding payment terms, Clients should contact Sumner Creative before entering into an agreement.

2.1.3 Loyalty Savings

Loyalty savings require a minimum three-month service commitment. If a Client discontinues services before completing the required commitment period, Sumner Creative reserves the right to revoke any applied discounts. In such cases, standard pricing will apply retroactively, and the Client will be responsible for any outstanding balance resulting from the discount reversal. Clients should consider the long-term commitment before opting into a loyalty-based discount program.

2.1.5 Payment Obligations

Clients are required to make all payments in full and on time according to the terms specified in their service agreement. Participation in a payment plan or receipt of a discount does not modify the payment deadlines outlined in the agreement. Failure to comply with payment terms may result in:

The imposition of late fees.

The suspension of ongoing services.

Potential legal action or collection efforts if balances remain unpaid beyond the designated grace period.

Clients are strongly encouraged to notify Sumner Creative immediately if they anticipate difficulties in meeting payment obligations to explore potential accommodations.

2.1.6 Custom Bundle Discounts

Clients who create custom service bundles may be eligible for additional discounts, including income-based and exclusive savings. All discount eligibility is assessed and determined during the consultation process. Custom bundles and associated discounts are finalized before work begins. Once agreed upon, adjustments to a bundle may require additional costs.

2.1.7 Ongoing Support Services

Ongoing support refers to continuous marketing assistance provided beyond the initial scope of a project. Unless explicitly stated in the Client’s service agreement, ongoing support is not included with individual services or standalone deliverables. Clients requiring extended assistance may need to enter a separate service agreement or pay additional fees.

2.1.8 Project Packages

Project packages consist of a predefined scope of work agreed upon before the project commences.

Any revisions, additional services, or modifications outside the initial agreement:

• Must be formally requested in writing.

• May result in additional fees based on the extent of the requested changes.

• Will not be completed until payment terms for additional services are agreed upon.

Clients are encouraged to review the package details carefully before proceeding to avoid unexpected costs.

2.1.9 Custom Bundles & Service Selection

Custom bundles offer Clients flexibility in selecting services prior to the start of a project. Once the service selection is finalized and work has begun, any requested modifications may require additional fees. Clients should ensure their service selection aligns with their needs before confirming their bundle.

2.1.10 Individual Services

Individual services purchased separately are treated as standalone deliverables.

They do not include, but are not limited to:

• Ongoing consultation.

• Strategic planning.

• Long-term marketing support unless explicitly stated in the service agreement.

Clients seeking continued assistance beyond an individual service may need to purchase additional services or enter an extended agreement.

2.1.11 Retroactive Bundle Conversions

Clients who purchase individual services separately may not retroactively convert those purchases into a bundle or package to obtain a discount. Bundles and packages must be established before work begins to qualify for associated savings.

2.2 Total Cost of Services

The total cost of services will be determined based on the agreed-upon Service Agreement, Proposal, or Contract and may include, but are not limited to:

Base pricing as listed on the website or custom pricing agreed upon by both parties.

Additional costs for extra services, modifications, or third-party fees.

Revisions and modifications, which may incur additional charges (see Section 8:

Contract Modification).

Final pricing must be confirmed in writing before work begins, and any adjustments to cost must follow proper change request procedures.

2.4 Refund Policy and Non-Refundable Payments

Sumner Creative, LLC maintains a strict, no-refund policy for all deposits. Partial refunds may be issued for payments (excluding deposits and retainers) under qualifying circumstances (see section 2.5.2).

Clients acknowledge that the services provided are custom, creative, and time-intensive. Once a project is commissioned and time, labor, or resources have been dedicated, full refunds will not be issued, except in the limited instance where Sumner Creative, LLC terminates the agreement (see Section 2.5.2).

As stated in section 2.5.2, clients have a 72-hour grace period after signing a contract during which they may cancel without incurring additional cancellation fees.

Forfeiture of Retainers and Deposits:

All initial payments, retainers, and booking fees are non-refundable, non-transferable, and non-negotiable. These funds are considered immediately and fully earned by Sumner Creative, LLC upon receipt to secure the project slot, cover initial administrative costs, perform project planning/onboarding, and compensate for lost business opportunities due to scheduling.

2.4.1 Detailed Non-Refundable Situations

The Client irrevocably agrees and waives all rights to a refund, chargeback, or dispute in the following situations, among others:

Work Commenced:

If Sumner Creative, LLC has already started work on the project, including research, internal strategy development, brief creation, resource allocation, or internal communications, even if the Client has not yet received any deliverables.

Subjective Disappointment:

If the Client changes their mind, decides to stop pursuing the project, or is dissatisfied with a subjective outcome (e.g., design aesthetics, color palette, or non-guaranteed marketing results).

External Factors:

If the project is delayed, stopped, or unsuccessful due to reasons entirely outside of Sumner Creative, LLC’s direct control, including changes in the Client’s market, third-party vendor failure, or acts of nature (Force Majeure).

Incomplete Use:

If any portion of the service has been completed or delivered (e.g., a logo concept or social media strategy), even if the Client chooses not to use, implement, or utilize the materials.

Client Inaction:

If the project is delayed, halted, or terminated due to the Client’s failure to provide necessary materials, timely feedback, required approvals, or complete payment obligations.

2.4.2 Strict Photography Refund and Cancellation Policy (Governing Precedence)

This clause serves as an absolute, non-contradictory provision:

Non-Refundable Fee:

All fees for photography services are strictly and absolutely non-refundable upon booking. The fee covers the reservation of the Photographer’s time, resources, and opportunity cost, regardless of external factors or the Client’s subsequent decision not to proceed.

Delivery Status Irrelevant:

No refunds will be issued for photography services, even if the final, edited photographs have not yet been delivered.

Sole Governing Provision:

All Client-initiated cancellations for photography services are governed exclusively by the forfeiture of the retainer and the application of the Liquidated Damages Schedule in Section 0.5.6, which takes absolute precedence over any other policy in this Agreement.2.6 Deposits

Unless otherwise stated in writing, deposit is required before work begins on any project. Deposit amounts vary based on the total cost of services and the payment method used. Deposits secure the Client’s commitment and allow Sumner Creative to allocate resources accordingly.

2.5 Client-Initiated Cancellations and Liquidated Damages

Cancellation is defined as the Client’s termination of the Services prior to completion. All cancellations require valid, written notice.

2.5.1 General Cancellation Policy (Non-Photography Services)

This policy applies exclusively to branding, design, and marketing/consulting services. It is non-contradictory to, and separate from, the photography policies in Section 0.5.6 and 2.4.2.

Immediate Payment Obligation:

If the Client cancels a non-photography Service after signing a contract, the Total Service Cost remains immediately due and payable, subject to the following Contract Termination Fee Schedule, which waives a portion of the fee based on timely notice.

Definitions for Clarity:

“Notice Received” is the time-stamped receipt of the Client’s written email communication by Sumner Creative, LLC.

“Total Service Cost” is the full, executed value of the Services as stated in the Governing Agreement, before any payments were applied.

2.5.2 Contract Termination Fee Schedule (Non-Photography Services)

This section applies only to design and marketing contracts. Photography services are governed by a separate cancellation policy outlined in Section 0.5.3.1.

Grace Period

Clients have a 72-hour grace period, measured from the exact date and time the contract is signed, during which the project may be cancelled without incurring additional cancellation fees.

If cancellation occurs within this period, the client is entitled to a partial refund (excluding deposits and retainers, as specified in Section 2.4.)

2.5.3 Cancellation Fee Schedule

The following fees apply based on the elapsed time from contract signing, not the project start date or deadline:

Cancellation within 72 hours of signing:

• No additional cancellation fee is charged.

• The non-refundable retainer or initial payment is retained by Sumner Creative.

Cancellation after 72 hours but before 5 calendar days:

• 25% of the total project cost is due.

Cancellation after 5 calendar days but before 7 calendar days:

• 50% of the total project cost is due.

Cancellation after 7 calendar days:

• 100% of the total project cost is due.

Acknowledgment

By signing the contract, the client acknowledges and agrees that these fees represent a reasonable estimate of losses and administrative costs incurred by Sumner Creative due to project cancellation and are binding and enforceable. Enforcement of Contract Termination Fee:

The Client acknowledges and irrevocably agrees that this Contract Termination Fee constitutes a reasonable and fixed charge covering the unmitigated losses, administrative burden, and lost business opportunity costs incurred by Sumner Creative, LLC due to the cancellation.

The Client expressly waives any right to challenge this fixed charge and agrees to the immediate payment obligation upon cancellation. The Client remains responsible for this fee regardless of whether they have used or received any services or deliverables.

2.7 Payment Methods & Processing

To ensure secure and reliable transactions, Sumner Creative provides limited but efficient payment options. Clients are expected to adhere to the payment methods and processing guidelines outlined below.

2.7.1 Accepted Payment Methods

Sumner Creative, LLC accepts the following secure and verifiable payment methods. The Client acknowledges that payment for all Services must be remitted in U.S. Dollars (USD) according to the payment schedule and terms defined in the Governing Agreement.

Fee Obligation (4% Surcharge):

The Client is solely responsible for all third-party processing fees associated with PayPal  and Venmo transactions. A non-negotiable four percent (4%) processing fee will be applied to the total payment amount for all payments made via PayPal or Venmo and will be added to the invoice total. By selecting PayPal or Venmo as the payment method, the Client expressly agrees to pay this non-refundable 4% surcharge.

Cash

Cash payments are accepted and do not incur any service fees. Cash is accepted only for in-person transactions and must be for the exact amount due.

Sumner Creative, LLC will provide a dated and signed receipt upon successful acceptance of the cash payment.

The Client assumes all risk for loss if cash is mailed or delivered by any means other than direct, in-person exchange.

Check

Checks are accepted on a case-by-case basis. Refer to the governing agreement for check eligibility.

PayPal

Payments may be remitted via the Client’s PayPal balance, linked bank account, or credit/debit card through the secure PayPal gateway. This is the preferred method for all digital transactions.

Venmo

Venmo is accepted for digital transactions when PayPal is not available.

Digital Payments

Payments must be sent directly to the designated Sumner Creative, LLC PayPal or Venmo account. Payments made via PayPal or Venmo must be funded by a verified bank account or PayPal/Venmo balance to avoid transfer limits or reversals, and the Client remains liable for any fees resulting from reversals.

2.7.2 General Payment Enforcement and Liability

Reversed/Declined Payments:

The Client is solely responsible for any and all fees, charges, or penalties incurred by Sumner Creative, LLC due to a reversed, declined, or disputed payment (e.g., bank fees, chargeback fees, or legal costs). Services will be immediately suspended until all reversed payments and associated fees are reconciled and funds are cleared.

Payment Completion:

Payments are considered complete only upon successful clearing and final confirmation of the funds in Sumner Creative, LLC’s designated bank account. Any hold placed on funds by a payment processor does not constitute final payment.

2.7.2 Restrictions on Alternative Payment Methods

No other forms of payment, including but not limited to cash, money orders, cryptocurrency, or third-party transfers, will be accepted unless explicitly agreed upon in writing by Sumner Creative. Any requests to use an alternative payment method must be made in advance and approved at Sumner Creative’s sole discretion.

2.7.2.1 Payment Processing & Timeline

To prevent delays in project commencement and completion, Clients are responsible for ensuring timely payment processing.

2.7.2.2 PayPal Processing

PayPal payments must be submitted in full before work begins unless the Client is on a pre-approved payment plan (see Section 2.6:

Deposits & Payment Plans).

Clients may utilize PayPal’s “Pay in 4” installment plan for purchases over $100, subject to PayPal’s terms and approval.

If a PayPal payment is declined, the Client must resolve the issue within 48 hours or risk project delays and potential cancellation.

The second and all subsequent declined PayPal payments are subject to a $50 declined payment fee.

2.7.2.3 Check Processing & Clearance

Checks must be received and cleared before Sumner Creative begins work on any project. Clearance times may vary based on the Client’s financial institution.

If a check is returned due to insufficient funds or other banking issues, the Client must:

Cover a $75 returned check fee in addition to the outstanding balance.

Submit a replacement payment within three (3) business days of receiving notice of the returned check.

Provide an alternative form of payment (such as PayPal) if check payment issues persist.

Failure to resolve returned check issues within the specified timeframe may result in additional penalties, including project cancellation and legal action (see Section 2.8:

Late Payment Fees & Collections).

2.7.3 Payment Verification & Fraud Prevention

To protect against fraud and unauthorized transactions, Sumner Creative may reserve the right to:

Request identity verification for payments exceeding $500.

Decline payments flagged for suspicious activity by financial institutions.

Suspend or terminate services if fraudulent payment attempts are detected.

If a fraudulent transaction is suspected, Sumner Creative will notify the Client and may require alternative payment arrangements before proceeding with any work.

2.7.4 Payment Processing & Timeline

PayPal deposits must be received and processed before work commences.

Check deposits must clear before Sumner Creative begins services unless an alternative arrangement has been agreed upon.

Any all declined checks and PayPal payments, aside from the first PayPal grace payment (see 2.7.2.2) are subject to a $50 processing fee, in addition to any outstanding balance owed.

2.8 Late Payment Fees & Collections

To ensure fair and timely compensation for services rendered, Sumner Creative enforces strict policies regarding late payments. The Client is responsible for submitting all payments by the agreed-upon due date outlined in the invoice, contract, or payment plan agreement.

2.8.1 Up Front Late Fees

The following applies only to Up Front payments, this late fee schedule is separate and non-conflicting with late-installments. See 2.15.3.2 for late-installment fees.

If final payment is not received within sixty (60) days of the due date, the following penalties will apply:

• A 0.5% late fee will be added every five (5) business days.

• If payment is not received seventy (70) days after the due date, a 1% late fee will be added every business day.

• If payment is not received ninety (90) days after the due date, a 2% late fee will be added every calendar day.

• If payment is not received by 180 days post due date, a 10% late fee will be applied, and the client’s debt will be sent to a collections agency.

Late fees apply to the full service cost plus any addition fee (see Section 2.8.2: Non-Payment & Legal Action).

Unless otherwise agreed upon (see 2.13 for payment plans), partial payments do not exempt the Client from late fees, which will be calculated based on the remaining unpaid balance.

Late fees are non-negotiable and will be enforced without exception unless Sumner Creative has approved an alternative written agreement.

2.8.2 Collections & Legal Action for Non-Payment

If the Client’s outstanding balance remains unpaid for 30 days or more, Sumner Creative may escalate collection efforts, which may include, but are not limited to:

Service Suspension or Termination:

Sumner Creative reserves the right to suspend or permanently terminate services and revoke access to any ongoing projects, digital files, or other deliverables until the balance is paid (see Section 2.9.2: Withholding of Deliverables).

Third-Party Collections:

The Client’s outstanding debt may be referred to a licensed collections agency, at which point the Client will be responsible for any additional fees imposed by the collections agency.

In addition to all other remedies, the Client shall pay a flat-rate administrative collection fee of $500 if Sumner Creative engages a collection agency or commences legal proceedings for unpaid fees.

Legal Action & Small Claims Court:

Sumner Creative may initiate legal proceedings to recover the outstanding balance.

If legal action is required, the Client agrees to be responsible for:

• The full unpaid amount, including any accrued late fees.

• All legal fees, court costs, and administrative expenses associated with the debt collection process.

• Any additional damages that may apply under state or federal law.

Sumner Creative retains the right to report non-payment to credit bureaus, industry blacklists, or professional networks as necessary. The Client acknowledges that failure to meet payment obligations may negatively impact their business reputation and credit standing.

2.8.3 Payment Disputes & Resolution

This section details the client’s requirements for disputes.

If the Client disputes an outstanding balance, they must:

• Submit a written dispute request to Sumner Creative within seven (7) calendar days of receiving notice of late fees or collections.

• Provide detailed reasoning and any supporting documentation for the dispute.

Sumner Creative will review the dispute in good faith. However, filing a dispute does not exempt the Client from late fees or prevent collections from proceeding unless a formal resolution is reached in writing.

2.8.4 Waivers & Exceptions

This section details waivers and exceptions made by Sumner Creative.

Sumner Creative may, at its sole discretion, waive or modify late fees in cases of:

• Documented financial hardship, provided the Client communicates their situation before the payment due date and an alternative arrangement is agreed upon in writing.

• Banking errors or processing delays, provided the Client provides supporting documentation from their financial institution.

• Other extenuating circumstances, which must be reviewed and approved by Sumner Creative on a case-by-case basis.

Any waivers or modifications must be documented in writing and do not set a precedent for future late payments.

2.8.2 Non-Payment & Legal Action

Failure to remit payment in full within the agreed-upon timeline constitutes a breach of contract. In such cases, Sumner Creative retains the right to take any necessary action to recover outstanding debts, including but not limited to collections efforts, legal proceedings, and the enforcement of penalties.

2.8.2.1 Collections Agency Involvement

This section reviews the penalties for missed payments.

If an invoice remains unpaid for more than 180 calendar days, Sumner Creative may:

• Engage a third-party collections agency to recover the full outstanding balance, including accrued late fees.

• Report the unpaid debt to relevant credit bureaus or industry blacklists, which may negatively impact the Client’s credit rating and professional standing.

• Revoke any rights, licenses, or access to materials, files, or services associated with the unpaid work (see Section 2.9.2: Withholding of Deliverables).

Once a debt is transferred to a collections agency, the Client will be responsible for:

• All additional costs and fees imposed by the collections agency.

• Any interest or penalties that may accrue under applicable laws.

Sumner Creative will make reasonable efforts to notify the Client before escalating the matter to collections. However, lack of response does not exempt the Client from this process.

2.8.2.2 Legal Action & Court Proceedings

If a balance remains unpaid for 270 calendar days or more, or if the Client refuses to cooperate with payment arrangements, Sumner Creative may initiate legal action to recover the debt.

This may include, but are not limited to:

• Filing a claim in Small Claims Court or another appropriate legal venue to recover unpaid amounts.

• Seeking damages beyond the unpaid balance, including:

• Accrued late fees (see Section 2.8.1:

Late Fees).

• Legal and administrative costs include attorney’s, court filing, and processing fees.

• Interest on the outstanding amount, as permitted by state or federal law.

The Client acknowledges that by engaging Sumner Creative’s services, they agree to comply with the outlined payment terms.

Any legal action taken against the Client may result in:

• A judgment against the Client, which may affect their creditworthiness and business reputation.

• Garnishment of wages or assets, as permitted by applicable laws.

• Lien placement on business assets, where applicable.

2.8.2.3 Jurisdiction & Governing Law

All disputes related to non-payment will be governed by the state laws in which Sumner Creative operates. The Client agrees that any legal proceedings will occur in this jurisdiction’s appropriate courts.

By engaging Sumner Creative, the Client waives any right to transfer proceedings to another jurisdiction unless otherwise agreed upon in writing.

2.8.2.4 Alternative Dispute Resolution

Before initiating legal action, Sumner Creative may, at its sole discretion, offer the Client an opportunity for mediation or arbitration to resolve disputes amicably. However, such an offer does not constitute a waiver of Sumner Creative’s right to pursue formal legal remedies if necessary.

If the Client wishes to engage in dispute resolution, they must submit a written request within 14 days of being notified of the intent to escalate the matter legally. Participation in mediation does not exempt the Client from late fees or debt collection efforts unless a mutually agreed settlement is reached.

The Client is responsible for all costs incurred by Sumner Creative in recovering unpaid invoices, including legal fees, court costs, and collections agency fees.

2.9 Final Payment & Deliverable Release

2.9.1 Payment Before Deliverables Are Released

The Client must pay the full outstanding balance before receiving any final deliverables .

Until final payment is made, Sumner Creative retains full rights to the work, including copyright and licensing rights.

Sumner Creative reserves the right to withhold all materials, including drafts and concepts, until the full Final Payment (as defined by the Termination clause) is received.

2.9.2 Withholding of Deliverables

This section reviews late payment penalties involving deliverables. The Client acknowledges that Sumner Creative reserves the right to withhold all materials, including drafts and concepts, until the full Final Payment (as defined by the Termination clause) is received.

If the final payment is not received within the agreed-upon timeframe, Sumner Creative reserves the right to:

• Withhold the deliverables until payment is made in full.

• Modify, repurpose, or resell the work at its sole discretion.

• Charge additional storage or administrative fees for delayed payment.

2.9.3 Ownership Transfer Upon Final Payment

Once the final payment has been received, ownership of deliverables will be transferred to the Client, subject to the conditions outlined in Section 6:

Ownership & Intellectual Property. Any usage rights granted to the Client are contingent upon full payment.

2.10 Commencement of Work

2.10.1 Deposit Requirement

Work will not commence until the required deposit is paid in full (see Section 2.6:

Deposits). Sumner Creative is not responsible for any delays in project timelines due to a Client’s failure to submit the deposit in a timely manner.

2.10.2 Impact of Delayed Deposits on Deadlines

If a deposit is not received on time, the project timeline may be adjusted accordingly. In such cases, any missed deadline deductions, refunds, or discounts related to the delay will not be applicable (see Section 4.5.3:

Missed Deadline Deductions). The Client is responsible for ensuring prompt payment to avoid timeline disruptions.

2.11 Missed Deadlines Due to Deposit Delays

Sumner Creative operates on a structured schedule to ensure timely project completion. A deposit is required before work begins (see Section 2.6:

Deposits), and any delay in payment may result in missed deadlines. The Client acknowledges that project timelines are contingent upon timely deposit payments and that failure to pay promptly may impact the overall schedule.

2.12.1 Responsibility for Delays

The Client is solely responsible for ensuring that the required deposit is submitted in a timely manner.

Sumner Creative is not liable for any missed deadlines, delays, or disruptions resulting from a Client’s failure to pay the deposit by the due date.

If a deposit is delayed, Sumner Creative reserves the right to reschedule the project timeline, and any new deadlines will be determined at its sole discretion.

Sumner Creative is not obligated to prioritize or expedite delayed projects to compensate for lost time (see Section 2.9.2:

Withholding of Deliverables).

2.12.2 No Refunds or Discounts for Missed Deadlines

If a project deadline is missed due to a late deposit, the Client will not be eligible for:

Refunds or partial refunds for missed deadlines.

Discounts or fee reductions due to project delays.

Expedited services or rush processing at no additional cost.

Any modifications to the project timeline due to a late deposit will be communicated to the Client. However, Sumner Creative retains full discretion in determining revised schedules and is under no obligation to accommodate expedited timelines if the Client caused the delay.

Additionally, if a project is significantly delayed due to non-payment of a deposit (typically exceeding 30 calendar days), Sumner Creative reserves the right to:

Cancel the project without refunding any prior payments.

Require a new deposit or full prepayment before rescheduling the project.

Charge additional fees for reactivating a paused or delayed project.

By engaging Sumner Creative’s services, the Client agrees to these terms and acknowledges that timely payment is essential for project completion.

2.13 Payment Terms

Sumner Creative offers two options for payment: Up Front and Installments. Up Front Payments are one to two payments, not including the deposit. See section 2.8.1 for Up Front Late Fees.

Payment in Full:

The total project cost is paid up front before work begins.

Partial Payment:

An agreed upon percentage of the total payment is paid up front (in addition to the deposit). The remaining percentage will be paid upon completion of the project.

It is important to not that this payment structure does not qualify as installments.

2.13.2 Payment Installments

For the convenience of The Client, Sumner Creative offers multiple interest free payment options. These options are referred to as Payment Installments, and are separate from

Bi-weekly Payments:

The project total is divided into equal payments due every two weeks.

Monthly Payments

The project total is divided into equal payments due on a monthly basis. Monthly payments are eligible for payment by check and PayPal.

2.14 Payment Plan Restrictions

Projects under $200 are not eligible for payment plans.

Any failure to meet payment deadlines in a bi-weekly or monthly plan may result in project delays, late fees, service suspension, or cancellation at Sumner Creative’s discretion (see Section 2.8:

Late Payment Fees & Collections).

Payment plans do not affect deposit requirements, and the Client must still provide the initial deposit before work begins.2.15 Installment Grace Periods

Sumner Creative understands that unforeseen circumstances may occasionally impact a Client’s ability to meet payment deadlines. To accommodate this, a five (5) business day grace period is provided for each scheduled payment.

During this grace period, no late fees will be applied, and the Client has the opportunity to settle their outstanding balance without penalty.

This five (5) day grace period only applies to payment plans. See 2.8.1 for late fees regarding final Up Front payments.

2.15.1 Grace Period Terms

Each payment installation is granted a five (5) business day grace period following the due date.

If the Client submits full payment within this period, no late fees or penalties will apply.

Payments must be successfully processed and cleared within the grace period to avoid penalties.

2.15.2 Consequences of Missing the Grace Period

Sumner Creative is committed to working with Clients to avoid delinquency whenever possible.

Before an account enters delinquency, Sumner Creative will take the following steps to assist Clients in making timely payments:

• Payment reminders will be sent before the due date and during the grace period.

• Flexible payment solutions may be discussed upon request, at Sumner Creative’s sole discretion.

• Direct outreach will be made via email or phone to notify the Client of the overdue balance.

If the Client fails to settle their account within the five (5) business day grace period, the following actions will be taken:

• The account will move into Phase 1 of delinquency (see Section 2.15.3.2: Delinquency Phases).

• Sumner Creative reserves the right to suspend or terminate services (see Section 2.14: Consequences of Non-Payment).

• The Client will be responsible for any collection costs, including legal fees (see Section 2.8.2: Non-Payment & Legal Action).

While Sumner Creative makes efforts to assist Clients in avoiding missed payments, it is ultimately the Client’s responsibility to adhere to the agreed-upon payment terms.

2.15.3 Late-Installment Fees & Delinquency Overview

Sumner Creative enforces a strict late-installment payment policy to ensure fair business practices and financial accountability. Clients are responsible for making payment installments on time. Failure to do so will result in progressively increasing late fees.

All late fees apply to the total outstanding balance (not the installment), including any previously accrued late fees.

Late fees are cumulative and stack at each phase, increasing the overall amount owed.

Sumner Creative does not waive late fees unless explicitly stated in writing.

If payment is not made within thirty (30) calendar days past the installment due date, the account will be sent to collections, and/or legal action will be taken.

Clients agree to these terms even if they do not read them (see Section 2.15.3.3:

Client Agreement & Acknowledgment).

The delinquency phases ensure clients have multiple opportunities to resolve their balance before legal action is pursued.

2.15.3.1 Late Fees & Accrual

Sumner Creative provides a five (5) business day grace period after the payment installation is due. If the installment is not received within this time frame, late fees will be applied in phases.

Each late fee is applied on top of the total balance due (not the installment), including any previously accrued late fees.Late Installment Timeline & Fees

Phase 1 (5 Calendar Days Past Grace Period):

A 3% one-time late fee is applied to the total balance.

Phase 2 (10 Calendar Days Past Grace Period):

An additional 6% one-time late fee is applied to the new total.

Phase 3 (15 Calendar Days Past Grace Period):

An additional 15% one-time late fee is applied to the new total.

Phase 4 (20 Calendar Days Past Installment Due Date):

An additional 20% one-time late fee is applied to the new total.

Phase 5 (25 Calendar Days Past Grace Period):

A 10% daily late fee is applied to the new total for every additional day the balance remains unpaid.

Phase 6 (30 Calendar Days Past Grace Period):

The account is sent to collections, and/or legal action is taken to recover the full balance, including all accrued late fees, legal fees, and collection costs.

2.15.3.3 Client Agreement & Acknowledgment

By signing a contract with Sumner Creative, the Client agrees to these late payment terms, even if they do not read them.

These terms are published on the Sumner Creative website.

These terms are included in every contract signed by the Client.

These terms are discussed before contract signing.

Even if a Client does not read the contract or the posted terms, they are still legally bound by these policies. By using Sumner Creative services, the Client automatically agrees to all payment and delinquency terms.

To avoid unnecessary fees and legal action, the Client must ensure payments are made on or before the due date.

2.16 Payment Grace Period & Late Fees

Sumner Creative understands that unexpected circumstances may arise, which is why all payment plans, including bi-weekly and monthly options, include a five (5) business day grace period after the invoice due date. During this grace period, no late fees will be applied, and the Client will have the opportunity to make their payment without penalty.

However, if the Client fails to submit payment in full within the grace period, late fees will automatically apply as outlined in Section 2.15:

Late Payment Fees.

The outstanding balance will be subject to the escalating delinquency phases detailed in that section, and failure to resolve the balance within the designated timeline may result in additional consequences, including project suspension, collections proceedings, and legal action.

By engaging Sumner Creative’s services, the Client acknowledges their responsibility to adhere to payment deadlines and the terms outlined in this agreement.

2.16.1 Payment Reminders

To assist Clients in managing their payment schedules, Sumner Creative provides timely payment reminders before each due date. These reminders serve as a courtesy and may be sent via email, text message, or other agreed-upon communication channels.

However, the Client is solely responsible for tracking their due dates and ensuring that payments are made on time. Failure to receive a reminder does not exempt the Client from their financial obligations, nor does it alter the enforcement of late fees or other penalties for non-payment.

2.16.2 Exception to Late Repayment Fees

Sumner Creative strives to maintain clear communication regarding payment deadlines.

If Sumner Creative fails to send a payment reminder before the scheduled due date, and this failure directly results in a missed payment, late fees may be waived at Sumner Creative’s sole discretion.

This exception is determined on a case-by-case basis and does not apply in the following situations:

• The Client has a history of late or missed payments.

• The Client was already aware of the payment due date through previous communications.

• The Client failed to update their contact information, resulting in missed reminders.

• The Client disregarded the terms outlined in this agreement.

Clients are encouraged to maintain open communication with Sumner Creative regarding any payment concerns or unforeseen financial difficulties.

In cases where financial hardship is anticipated, Sumner Creative may offer limited accommodations at its discretion. However, such accommodations must be formally agreed upon in writing before the payment due date.

3 Deliverables

Sumner Creative is committed to delivering high-quality work as specified in the Client’s contract. The following terms outline the Client’s rights regarding intellectual property, post-approval corrections, working files, and final file formats.

3.1 Intellectual Property & Usage Rights

Upon full payment of all invoices related to the Project, Sumner Creative grants the Client an exclusive, perpetual, worldwide, sublicensable license to use the final, approved Deliverables for their intended business purposes. Sumner Creative retains all underlying copyright.

3.1.1 License & Ownership

The Client is granted an exclusive, perpetual, worldwide license to use the final, approved Deliverables for their intended commercial purposes without paying ongoing royalties.

This license applies only to the final, approved versions of the deliverables.

3.1.3 Ownership of Pre-Final Work

Preliminary concepts, drafts, sketches, and working files remain the sole property of Sumner Creative.

The Client has no right to use or claim ownership of any unused design concepts, mockups, or alternate versions that were not selected as the final deliverables .

By using Sumner Creative’s services, the Client acknowledges and agrees to these intellectual property terms.

3.2 Post-Approval Error Remediation

Once the Project has been approved by the Client, the contract is considered fulfilled, and Sumner Creative is no longer responsible for further modifications.

Sumner Creative may correct unintentional errors (e.g., typos, formatting issues, misprints) at no additional cost .

No-Charge correction must meet the following criteria:

• The request is made within 14 calendar days of the Client receiving the final deliverables .

• The requested corrections are strictly limited to unintended errors and do not alter the original approved scope.3.2.1 Distinction Between Error Remediation & Future Modifications

Post-Approval Error Remediation applies only to fixing unintended mistakes.

Future Modifications (e.g., new branding, color changes, layout adjustments) are not considered error remediation and will be billed as a separate project. (See Section 4.4: Future Modifications & Revisions.)

Final Determination:

Sumner Creative retains the right to determine whether a requested change qualifies as an error remediation or a new modification.

3.3 Working Files & Source Files

Sumner Creative retains full ownership of all working files, source files, and project assets, which are not included in the final deliverables  unless explicitly agreed upon in writing.

3.3.1 Access to Working Files

If the Client wishes to obtain original working files (such as .PSD, .AI, .INDD, or .SVG files), they may request them for a $400 (four hundred dollar) release fee.

3.3.2 Conditions of Working File Release

The release fee must be paid in full before files are transferred.

The Client may not resell, redistribute, or claim authorship of any proprietary design elements created by Sumner Creative.

Sumner Creative is not responsible for formatting issues, software compatibility conflicts, or technical difficulties that arise from Client-side use of working files.

3.3.3 Exceptions

If a contract explicitly states that working files will be provided, this clause does not apply.

Any release of working files must be documented in writing and agreed upon before project completion.

3.4 File Format & Final Deliverables

Sumner Creative ensures that all final deliverables  are provided in industry-standard file formats suited to the Client’s intended use.

3.4.1 Standard File Formats

The following formats will be provided based on the Client’s needs and project specifications:

.JPG:

High-resolution, optimized for web and print.

.PNG:

Transparent background, optimized for web use.

.PDF:

Vector-based, scalable for professional printing.

3.4.2 Color Spaces & Resolution

RGB Files:

Used for digital and web-based applications.

CMYK Files:

Used for professional printing.

Resolution and dimensions will be adjusted based on project requirements to ensure the highest quality output.

3.4.3 Additional File Requests

Once files are delivered and approved:

Any requests for additional formats, sizes, or alternate specifications may be subject to additional fees.

If the Client requires specific formats beyond those outlined above, they must communicate this before project completion.

3.5 Delivery of Final Files

3.5.1 Method of Delivery

Final deliverables  will be provided via secure digital transfer.

File delivery methods include, but are not limited to:

• Email delivery (if file size allows).

• Cloud-based file sharing (Google Drive, Dropbox, or a Client-provided file-sharing service).

Sumner Creative does not provide physical copies or USB transfers unless explicitly agreed upon in writing.

3.5.2 File Storage & Retention Policy

Sumner Creative retains project files for 90 calendar days after delivery.

After 90 days, files may be deleted, and retrieval may not be possible.

If a Client requests file retrieval after 90 days, a file recovery fee may apply, and recovery is not guaranteed.

3.6 Client Acknowledgment & Agreement

By engaging Sumner Creative’s services, the Client acknowledges and agrees to the following:

They have read and understood the terms regarding ownership, licensing, and deliverables.

They accept that working files remain the property of Sumner Creative unless a separate agreement is made.

They understand that once final files are delivered and approved, any additional changes may incur fees.

4 Finalization

Finalization refers to the approval, revision, and completion processes of the Client’s Project. The following terms define how deliverables are reviewed, revised, modified, and completed, as well as the responsibilities of both Parties in meeting deadlines.

4.1 Feedback & Client Responsibilities

Upon receiving the deliverables, the Client must provide feedback or approval within five (5) business days.

If the Client fails to provide written feedback or approval of any Deliverable within five (5) business days of submission, that Deliverable shall be deemed approved and accepted by the Client (‘Deemed Acceptance’). Any changes requested after Deemed Acceptance will be considered out-of-scope and subject to additional fees.

4.1.1 Feedback Timeframe

The standard feedback period shall be five (5) business days from the date of delivery.

Failure to provide feedback within this period may result in delays, and any missed deadlines caused by Client delays will not qualify for the $25 missed deadline deduction as outlined in Section 4.6.1.

4.1.2 Responsibility for Timely Responses

The Client must ensure timely communication to avoid project stagnation.

If a Client remains unresponsive for more than ten (10) business days, Sumner Creative reserves the right to:

Pause or terminate the project at its discretion.

Charge a reactivation fee if the Client wishes to continue after an extended delay.

4.2 Revisions

Sumner Creative provides the Client with up to three (3) complimentary revisions (proofs) per concept. See section 9 for more information.

4.2.1 Scope of Revisions

Revisions are limited to minor adjustments, such as color changes, font refinements, or small layout tweaks.

Revisions do not include major redesigns, concept overhauls, or brand direction changes.

4.2.2 Additional Revisions

Any revisions beyond the three (3) complimentary proofs will be billed at Sumner Creative’s $20 per revision.

The Client will be informed of additional costs before any extra revisions are completed.

4.3 Client Approval Process

The Client must review and approve the final deliverables  before the project can be completed.

4.3.1 Written Approval Requirement

The Client must provide written confirmation (via email or designated communication platform) stating that they approve the final design.

Once written approval is received, the project is deemed complete, and Sumner Creative is no longer responsible for additional modifications unless covered under Section 4.4:

Future Modifications.

4.3.2 Approval Delays & Deadline Implications

If a deadline is missed due to delayed Client approval, the project is not eligible for the $25 missed deadline deduction as outlined in Section 4.6.1.

Once approval is given, any errors or overlooked issues become the Client’s responsibility unless covered under Section 3.2:

Post-Approval Error Remediation.

4.4 Future Modifications & Revisions

After project completion, the Client may request future modifications, updates, or additional services.

4.4.1 Returning for Additional Modifications

Minor modifications may be completed without requiring a new contract, at Sumner Creative’s discretion.

Major modifications (e.g., rebranding, extensive layout changes) require a separate contract and will be billed accordingly.

4.4.2 Discounted Rate for Future Modifications

Returning Clients receive a 10% discount on future modifications directly related to the original project.

If the requested modification extends beyond the project’s original scope, the discount does not apply.4.4.3 Requesting Future Modifications

The Client must submit a formal revision request through Sumner Creative’s designated process.

Upon receiving the request, Sumner Creative will provide:

A detailed breakdown of the requested modifications.

A cost estimate, including any applicable discounts.

Unauthorized modifications made by the Client or a third party without Sumner Creative’s written permission will be considered copyright infringement and intellectual property abuse, subject to legal action as detailed in Section 5.5: Copyright & Legal Compliance.

4.4.4 Release of Revised Deliverables

Once payment for future modifications is received, Sumner Creative will initiate the revision process and deliver the revised files.

The updated files will be provided in the same formats and specifications as the original deliverables, unless otherwise specified.

4.4.5 Intellectual Property & Copyright Compliance

No third party may alter or modify Sumner Creative’s work without explicit written permission.

Unauthorized modifications, redistributions, or repurposing of the revised deliverables may result in legal consequences at the Client’s sole expense.

The Client acknowledges that any unauthorized changes violate intellectual property law, and Sumner Creative reserves the right to enforce its legal rights, as detailed in Section 5.5:

Copyright & Legal Compliance.

4.5 Deadlines & Timelines

Sumner Creative and the Client must adhere to agreed-upon deadlines to ensure successful project completion.

4.5.1 Minimum Deadline Requirement

The earliest possible deadline is three (3) business days after contract signing.

Expedited services (completion before this period) require a $100 rush fee.

4.5.2 Notice of Delay

If Sumner Creative anticipates a delay, it must provide at least 72 hours’ notice before the original deadline.

4.5.3 Deadline Delay Clause

If Sumner Creative fails to meet the original deadline without providing advance notice, the Client is eligible for a $25 penalty deduction from the final cost.

The penalty deduction does not apply if the delay is caused by:

Late payments from the Client.

Delayed approvals or feedback from the Client.

Client-side miscommunication or oversight.

4.6 Missed Deadlines & Consequences

A missed deadline occurs when either Party fails to meet a required milestone, potentially disrupting the Project’s progress.

4.6.1 Penalty Deduction for Sumner Creative

If Sumner Creative misses a deadline without providing advance notice, the Client is entitled to a $25 deduction from the final invoice.

4.6.2 Exemptions from Penalty Deduction

The penalty does not apply if the delay is due to:

Late payments from the Client.

Failure to provide timely feedback or approvals.

Revisions or additional requests that extend beyond the original scope.

4.7 Client Acknowledgment & Agreement

By engaging Sumner Creative’s services, the Client acknowledges and agrees to the following:

They are responsible for timely feedback, approvals, and communication to prevent unnecessary delays.

All revisions beyond the agreed scope will be subject to additional costs.

Failure to adhere to deadlines may result in project delays, extra costs, or cancellation.

5 Privacy & Ownership

5.1 Confidentiality & Non-Disclosure

In the course of working together, Sumner Creative may have access to sensitive business information, trade secrets, proprietary data, and other confidential materials belonging to the Client. Maintaining the security and privacy of this information is essential to fostering trust and ensuring the integrity of the business relationship.

This section outlines the obligations and restrictions regarding the handling, disclosure, and protection of confidential information. It establishes clear boundaries to prevent unauthorized use or distribution while allowing Sumner Creative to effectively fulfill its services.

5.1.1 Non-Disclosure Agreement (NDA)

Sumner Creative acknowledges that it may be necessary for the Client to disclose certain confidential and proprietary information to perform duties under this Agreement. Sumner Creative agrees that any disclosure to a third party or misuse of such proprietary or confidential information would cause irreparable harm to the Client.

5.1.2 Permitted Disclosures

Confidential information may be disclosed only under the following circumstances:

When required by law, regulation, or court order.

To employees, contractors, or agents of Sumner Creative who need to know such information to fulfill contractual obligations, provided that these individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

5.2 Proprietary or Confidential Information

In the course of providing marketing, branding, and design services, Sumner Creative may have access to confidential or proprietary information belonging to the Client. This information is crucial to the Client’s business operations and competitive positioning. Sumner Creative recognizes the sensitive nature of such information and commits to handling it with the highest degree of confidentiality and security. The following provisions define what constitutes proprietary or confidential information and outline the measures in place to protect it.

5.2.1 Definition

Confidential or proprietary information means any non-public information disclosed by either party (client or Sumner Creative) during the course of a project, whether in written, verbal, or electronic form, that is designated as confidential or that a reasonable person would understand to be confidential.

Confidential or proprietary information includes, but is not limited to:

• Any written, printed, graphic, or electronically recorded materials furnished by the Client, whether in digital or physical format.

• Any written or tangible information stamped “confidential,” “proprietary,” or with a similar designation, or any information the Client makes reasonable efforts to maintain the secrecy of.

• Business strategies, marketing plans, customer databases, financial records, operational procedures, trade secrets, branding assets, proprietary design elements, creative concepts, advertising strategies, and any other strategic business information.

• Design formulas, know-how, processes, discoveries, improvements, sales projections, pricing models, or intellectual property related to the Client’s business, products, or services.

• Any discussions, proposals, drafts, or preliminary concepts shared during the course of the engagement, even if they do not result in final deliverables .

• Any other information that is reasonably understood to be confidential due to its nature and the circumstances of disclosure, regardless of whether it is explicitly marked as confidential.

5.3 Completion of Services

At the conclusion of the contractual relationship between Sumner Creative and the Client, it is essential to establish clear expectations regarding the return, retention, and use of materials exchanged during the course of the engagement. The following provisions ensure that the Client’s confidential and proprietary information remains protected while also allowing Sumner Creative to retain necessary records for portfolio use, internal reference, and professional record-keeping.

5.3.1 Return of Materials

Upon termination of Sumner Creative’s services to the Client or at the Client’s written request, Sumner Creative shall return all physical and digital materials in its possession that relate to the Client’s business, including but not limited to confidential documents, branding assets, design files, business strategies, and proprietary information. All returned materials shall be in their original or agreed-upon format unless otherwise specified in writing.

5.3.2 Retention of Work Files

Sumner Creative reserves the right to retain copies of final deliverables , working files, and project-related materials for internal record-keeping, quality assurance, and portfolio use unless explicitly restricted in writing by the Client before the commencement of services. Such retention does not grant Sumner Creative ownership over the Client’s final design(s) but ensures Sumner Creative has access to work files for future reference, proof of work, and portfolio inclusion where applicable.

5.4 Breach of Confidentiality

Confidentiality is a fundamental aspect of Sumner Creative’s commitment to professional integrity and client trust. Any unauthorized disclosure or misuse of proprietary or confidential information may result in significant harm to the Client’s business, reputation, and competitive advantage. To ensure accountability and protection against potential breaches, the following provisions outline what constitutes a breach, when legal action is justified, and how Sumner Creative is protected in the event of a cybersecurity incident.

5.4.1 Definition of a Breach & Legal Action Parameters

A breach of confidentiality occurs when Sumner Creative, its employees, contractors, or representatives improperly disclose, misuse, or fail to reasonably protect the Client’s confidential information in a way that results in harm to the Client.

A breach may include, but is not limited to:

Unauthorized Disclosure:

Sharing confidential information with a third party without the Client’s prior written consent, except as permitted in Section 5.1.3 (Permitted Disclosures).

Unauthorized Use:

Using confidential information for any purpose outside the scope of this Agreement without the Client’s written permission.

Failure to Implement Reasonable Security Measures:

Negligently failing to take commercially reasonable steps to protect confidential information, leading to unauthorized access or use.

A breach does not include, but are not limited to:

Legally Required Disclosures:

If Sumner Creative is compelled to disclose information by law, regulation, subpoena, or court order, provided that the Client is notified (if legally permitted).

Cybersecurity Incidents Beyond Sumner Creative’s Control:

If confidential information is compromised due to hacking, phishing, malware, ransomware, or other third-party cybersecurity attacks, despite Sumner Creative maintaining industry-standard data security practices.

Unintentional Disclosures That Do Not Result in Harm:

If confidential information is inadvertently disclosed but no measurable harm, financial loss, or competitive disadvantage occurs to the Client.

Publicly Available Information:

If information that was previously considered confidential becomes publicly available through no fault or action of Sumner Creative.

5.4.2 Legal Action Parameters

Legal action for breach of confidentiality may be pursued only if:

Willful Misconduct or Gross Negligence Occurred:

If Sumner Creative intentionally or recklessly discloses, misuses, or fails to protect the Client’s confidential information.

Breach Results in Measurable Harm:

The Client must demonstrate actual financial loss, reputational damage, or other material consequences as a direct result of the breach.

Legal action may not be pursued under the following conditions:

Cybersecurity Breaches Not Caused by Sumner Creative’s Negligence:

If confidential information is compromised due to external cyberattacks, cloud storage provider breaches, or other third-party vulnerabilities, and Sumner Creative had appropriate security measures in place.

Accidental or Incidental Disclosures Without Consequence:

If confidential information is inadvertently shared but does not result in competitive disadvantage, financial loss, or harm to the Client.

The Client Fails to Maintain Their Own Security:

If a breach occurs due to the Client’s inadequate security measures (e.g., weak passwords, failure to update access permissions, or improper data handling on their end).

5.4.3 Provisions for Data Security Breaches

Sumner Creative takes commercially reasonable precautions to protect confidential information, but no system is entirely immune to cyber threats. In the event of a suspected or confirmed data security breach, Sumner Creative shall:

Investigate & Mitigate:

Promptly conduct an internal investigation and take corrective action to contain and prevent further unauthorized access.

Notify the Client:

If the breach involves the Client’s confidential information, Sumner Creative will notify the Client in a timely manner, providing relevant details about the nature and scope of the breach.

Cooperate in Good Faith:

Work with the Client to mitigate potential damage and provide reasonable assistance in addressing security concerns.

5.5Legal Action Agreement

By entering into this Agreement, the Client acknowledges that while Sumner Creative will take all reasonable steps to protect confidential information, it cannot be held liable for damages resulting from cybersecurity breaches outside of its direct control, provided that Sumner Creative adhered to industry-standard security protocols.

5.6 Royalties & Usage Rights

Sumner Creative recognizes the Client’s need for full commercial use of creative assets while maintaining the integrity of Sumner Creative’s work. The following provisions outline the rights, restrictions, and permitted uses regarding royalty-based content and marketing materials.

5.6.1 License of Rights

Upon full payment for services rendered, Sumner Creative grants the Client an exclusive, perpetual, worldwide, sublicensable license to use the  photographic images, videos, audio recordings, or other creative works specifically created for the Client during the course of the Services, including:

Exclusive Rights:

The Client is granted an exclusive, perpetual, worldwide license to use the final, approved Deliverables for their intended commercial purposes. The client acknowledges that Sumner Creative retains underlying copyright.

Royalties, Proceeds & Benefits:

The Client is entitled to all financial gains derived from the use, licensing, or resale of the final creative works. Unless stated and agreed upon otherwise in writing, Sumner Creative will not collect any royalties.

Transferability:

The Client may transfer or sublicense their rights to a third party.

Sumner Creative retains no claim to future royalties, licensing fees, or financial benefits derived from the Client’s use of the deliverables, unless otherwise agreed upon in writing prior to project commencement.

5.6.2 Usage & Modification Restrictions

While the Client holds ownership of the deliverables, the following usage and modification restrictions apply:

5.6.2.1 Adherence to Individual Contract

The Client must adhere to the specific terms outlined in their individual contract, which may include additional customized restrictions, licensing terms, or usage limitations specific to their project. In the event of any conflict between this Agreement and the Client’s individual contract, the terms of the individual contract shall govern.

5.6.3 Portfolio Use

To maintain a comprehensive professional portfolio, Sumner Creative reserves the right to showcase completed projects, including final designs, as part of its portfolio, website, social media, marketing materials, and promotional content.

5.6.3.1 Opt-Out Process

If the Client wishes to restrict Sumner Creative from showcasing the final project, they must provide written notice prior to project commencement.

If the Client requests portfolio restrictions after project completion, a non-disclosure fee may apply due to the potential loss of marketing opportunities for Sumner Creative.

5.6.3.2 Industry Best Practices & Usage Limitations

Sumner Creative will adhere to industry best practices regarding portfolio use, including:

Respecting Confidentiality:

Any work containing sensitive, proprietary, or confidential information (such as unpublished product launches or private strategic plans) will only be displayed with the Client’s written consent.

Attribution & Representation:

Portfolio materials will accurately represent the scope of work completed and will not be altered in a misleading way.

Use of Client Trademarks:

Any use of Client trademarks, logos, or brand elements in portfolio displays will be for informational and marketing purposes only, and Sumner Creative does not claim ownership over the Client’s brand assets.

5.6.3.3. Legal Disclaimer & Indemnification

By engaging Sumner Creative, the Client acknowledges and agrees that portfolio use is a standard industry practice and that Sumner Creative shall not be liable for any perceived reputational or competitive harm arising from the inclusion of completed work in its portfolio.

The Client agrees to indemnify and hold harmless Sumner Creative against any legal claims, damages, or disputes related to the lawful and agreed-upon display of completed projects.

6 Agreement Conditions

This section outlines the conditions under which this Agreement may be terminated, the consequences of such termination, and the rights and obligations of both parties. It also addresses the governing legal framework and the procedures for modifying this Agreement.

6.1 Termination

With reasonable cause, either the Client or Sumner Creative may terminate this Agreement, effective immediately upon written notice. Depending on the cause, the Client may or may not be subject to early termination fees and penalties as outlined in Section 6.2. Sumner Creative may or may not be required to refund the Client’s deposit and waive fees. If the contract is terminated early, the Client must pay for all work completed up until termination, and no files shall be released unless explicitly agreed otherwise.

The Client’s failure to remit any payment when due constitutes a material breach of this Agreement, for which no cure period shall apply, and Sumner Creative may immediately suspend services and terminate this Agreement.

6.2 Termination Clauses

Please see section 2.5 for more details on rescheduling and cancellation. Unless otherwise stated in the Agreement, if the Client terminates this Agreement before project completion, the following terms apply:

6.2.1 Non-Refundable Deposit

All deposits made by the Client are strictly non-refundable. The deposit secures the Client’s spot in Sumner Creative’s workflow and compensates for preliminary work, consultation, and time allocated to the project.

6.2.2 Payment for Work Completed

The Client is responsible Upon termination, the Client shall pay for all work completed up to the termination date, calculated as the greater of: (a) the total billable hours recorded by Sumner Creative at its standard hourly rate (even if the project was priced at a flat rate); OR (b) the percentage of total deliverables formally approved by the Client.

6.2.3 No Release of Files

Upon termination, no designs, concepts, drafts, source files, or final deliverables  will be released to the Client. Sumner Creative retains full ownership of all materials unless explicitly agreed upon in writing.

6.3 Copyright Infringement

Sumner Creative retains full ownership of all intellectual property, including but not limited to designs, branding materials, marketing collateral, and any work produced under this Agreement, unless otherwise explicitly transferred in writing.

Unauthorized use, reproduction, modification, or distribution of any files, drafts, or final deliverables  after termination constitutes a breach of contract and copyright infringement.

This includes but is not limited to:

• Using any unpaid or unlicensed design work for marketing, branding, or commercial purposes.

• Modifying or altering any design elements without permission.

• Allowing third parties to use or distribute Sumner Creative’s work without authorization.

Sumner Creative reserves the right to take legal action, including but not limited to:

• Issuing a cease and desist order.

• Pursuing financial damages for unauthorized use.

• Filing a DMCA takedown notice if copyrighted materials are used online.

• Seeking additional legal remedies as permitted by law.

The Client agrees to immediately cease use and remove any infringing materials upon written notice from Sumner Creative.

6.4 Reasonable Cause for Termination

Either party may terminate this Agreement if circumstances arise that make it unreasonable or impractical to continue the project. Reasonable termination is not considered a breach of contract, but it does not waive the Client’s obligation to compensate Sumner Creative for work completed up to the termination date.

6.4.1 Obligation to Compensate for Work Completed

Termination under this clause does not release the Client from financial obligations.

The Client remains responsible for:

• Payment for all work completed up to the termination date, based on the agreed pricing structure.

• Any non-refundable deposits as outlined in the Agreement.

• Reimbursement of costs incurred by Sumner Creative that were necessary for the project’s execution (e.g., licensing fees, third-party expenses).

6.4.2 Initiating Termination Under Reasonable Cause

If the termination is mutually agreed upon, both parties may negotiate fair exit terms to ensure an orderly conclusion

If either party wishes to terminate the Agreement under this clause, they must:

• Provide written notice to the other party, including a clear explanation of the reason for termination.

• Allow for reasonable discussion if adjustments or solutions may prevent termination.

6.4.3 Limitations of Reasonable Termination

To maintain fair business practices and protect Sumner Creative, limits apply to termination under reasonable cause. These limitations are explained here.

Termination under reasonable cause is not applicable if:

• The termination is due to a material breach by one party (covered under 6.5).

• The Client seeks to terminate after substantial project completion to avoid final payment.

• The Client wishes to terminate while still using any Sumner Creative deliverables, which would require a licensing agreement or full project payment.

6.4.4 Effect on Intellectual Property Rights

This section reviews effects on intellectual property rights in the event of a termination.

Upon termination under this clause:

• Sumner Creative retains all rights to work completed unless full payment has been made.

• The Client cannot use, modify, or distribute any incomplete work or drafts.

• Any approved work that has been fully paid for remains the Client’s property, subject to licensing agreements if applicable.

6.5 Material Breach

A material breach occurs when either party fails to uphold the terms of this Agreement in a way that significantly impacts the project’s completion or the business relationship. If the breach is not remedied within seven (7) days of written notice, the non-breaching party may terminate the Agreement.

6.5.1 Non-Payment

Failure to make payments on time and in full constitutes a material breach.

If payment is not received within seven (7) days of the due date, Sumner Creative may:

• Suspend all work until payment is made.

• Terminate the Agreement and invoice for work completed.

• Apply late fees or pursue collections if necessary.

6.5.2 Failure to Provide Required Information

The Client is responsible for providing necessary materials, feedback, and approvals in a timely manner.

Delays caused by missing assets or lack of communication may result in:

• Project timeline extensions.

• Additional fees for rescheduling or re-prioritization.

• Termination if delays exceed thirty (30) days.

6.5.3 Violation of Intellectual Property

The Client may not use, alter, or claim ownership of Sumner Creative’s work without explicit written permission. Any unauthorized use, copying, or redistribution of designs, branding assets, or proprietary concepts constitutes a breach of contract and may result in legal action.

6.5.4 Misrepresentation

Providing false, misleading, or fraudulent information that affects project execution, deliverables, or payment obligations is a material breach.

This includes, but is not limited to:

• Misrepresenting the intended use of deliverables.

• Providing false business credentials or financial information.

6.5.5 Change of Project Scope

Significant deviations from the original project scope require mutual agreement and may involve additional costs.

If the Client unilaterally demands changes beyond the agreed scope without compensation or contract amendment, Sumner Creative may:

• Decline the changes.

• Issue a revised quote.

• Terminate the Agreement if the scope shift makes the project unfeasible.

6.5.6 Unprofessional Conduct

Sumner Creative maintains a zero-tolerance policy for abusive, unethical, or unprofessional behavior.

Grounds for termination include but are not limited to:

• Harassment, discrimination, or inappropriate conduct.

• Excessive revisions or unreasonable demands beyond the agreed scope.

• Failure to communicate respectfully and professionally.

• If the Client engages in such behavior, Sumner Creative reserves the right to immediately terminate the Agreement, retain all payments made, and decline future work.

6.6 Force Majeure

Neither party shall be held liable for delays or failure to fulfill contractual obligations due to unforeseen and uncontrollable events. In such cases, both parties agree to communicate promptly and seek a reasonable resolution.

6.6.1 Bankruptcy or Insolvency

If either party becomes financially incapable of fulfilling contractual obligations, they must notify the other party as soon as reasonably possible. The agreement may be terminated without penalty, except for payment due for work already completed.

6.6.2 Legal Compliance

If the fulfillment of this Agreement becomes illegal due to changes in laws, regulations, or government orders, either party may terminate the contract. Any work completed up to the termination date must be paid for in full.

6.6.3 Personal Safety

If fulfilling the contract poses a direct and substantial risk to the personal safety or well-being of either party, the affected party may terminate the agreement with written notice. Payment for work completed up to the termination date remains due.

6.6.4 Health-Related Termination

If either party experiences a health-related issue that significantly impairs their ability to fulfill contractual obligations, they must notify the other party as soon as reasonably possible. In such cases, the following provisions apply:

6.6.4.1 Sumner Creative’s Inability to Continue

If Sumner Creative is unable to complete the project due to a health-related issue:

Pro-Rated Refunds:

The Client will receive a refund for any incomplete work already paid for, calculated based on the percentage of work completed.

Alternative Solutions:

Sumner Creative may, at its discretion, offer rescheduling, temporary pauses, or referrals to other providers. Any referrals are recommendations only and do not create liability for Sumner Creative regarding the outcome of third-party work.

No Further Liability:

Beyond refunds for uncompleted work, Sumner Creative shall bear no additional liability, including but not limited to delays, inconvenience, or third-party costs incurred by the Client.

Limited Liability for Delays:

If the health-related issue causes a temporary delay rather than full termination, the Client agrees to allow a reasonable extension of deadlines.

6.6.4.2 Client’s Inability to Continue

If the Client is unable to continue due to a health-related issue, all work completed prior to termination remains payable, and non-refundable deposits still apply. No cancellation fees will be issued in the event of a medically necessary cancellation.

Rescheduling Options:

At its discretion, Sumner Creative may allow rescheduling or pausing of the project without penalty, provided both parties agree on new deadlines and terms.

Transferability Clause:

If applicable, the Client may request to transfer their contract to a third party (e.g., a business partner, colleague, or designated representative) with written approval from Sumner Creative.

Fair Resolution:

The Client may request a good-faith resolution, such as partial credit toward future work, at Sumner Creative’s sole discretion.

6.6.4.3 Mutual Agreement to Terminate Due to Health

If a health-related issue affects the feasibility of continuing the project for either party, both parties may agree in writing to terminate the contract under mutually agreed terms. Any resolution, including refunds or payment adjustments, shall be documented in writing to ensure clarity for both parties.

6.6.4.4 Confidentiality & Non-Discrimination

Confidentiality:

Any disclosures regarding health-related issues shall be treated as confidential and not shared with third parties without consent.

Non-Discrimination:

Neither party shall be penalized, denied services, or held liable in a manner that constitutes discrimination based on health-related conditions, disabilities, or medical circumstances.

6.6.5 Personal or Ethical Conflicts

If fulfilling the contract conflicts with the deeply held moral, ethical, or religious beliefs of either party, they may request contract termination. To ensure fairness and minimize disruptions, the following provisions apply:

6.6.5.1 Request for Termination Due to Ethical or Personal Conflicts

Either party must submit a written request explaining the nature of the conflict.

Sumner Creative will review the request in good faith to determine whether an alternative resolution (such as modifying project scope or reassignment) is possible.

If no resolution is possible, termination shall proceed under the terms outlined below.

6.6.5.2 Payment & Work Completed

Work completed remains payable. The Client is responsible for any work completed before termination, and non-refundable deposits still apply.

If the Client terminates, fees for completed work remain due, and the Client may not use or claim ownership of unfinished deliverables.

If Sumner Creative terminates, the Client will receive all completed work up to the termination date, provided full payment has been made.

6.6.5.3 Intellectual Property Rights & Deliverables

Any unauthorized use of partially completed or unpaid work by the Client constitutes copyright infringement and may result in legal action.

If a third party is hired to complete the project, Sumner Creative’s work may not be altered, edited, or incorporated into new designs without written permission.

6.6.5.4 Good-Faith Resolutions

Where possible, Sumner Creative may offer alternative solutions to resolve ethical or personal conflicts, such as project modifications or referrals to other providers.

If Sumner Creative declines to proceed with a project due to ethical concerns, it may provide a partial refund or a credit toward future services at its sole discretion.

7 Arbitration & Dispute Resolution

7.1 Good-Faith Negotiation Requirement

Before initiating formal dispute resolution, both parties agree to make a good-faith effort to resolve any dispute through direct negotiation. See section 8.1 for the dispute and resolution process.

7.2 Binding Arbitration

If a dispute cannot be resolved through negotiation, the parties agree to partake in mediation first before submitting the dispute to binding arbitration in the State of Washington.

The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration provider.

A neutral arbitrator shall be selected according to the arbitration provider’s procedures.

Both parties shall have an equal opportunity to present evidence, arguments, and witnesses.

The arbitrator’s decision shall be final and legally binding, with limited rights to appeal under Washington law.

The arbitrator shall issue a written decision explaining the basis for the ruling.

7.3 Arbitration Fees & Legal Costs

Each party shall initially be responsible for its own arbitration-related costs, including attorney fees, filing fees, and other legal expenses. However, the arbitrator may award fees, costs, or damages as permitted by law or this Agreement.

If the arbitrator rules in favor of Sumner Creative, the Client shall be required to reimburse all reasonable legal expenses.

These expenses include, but are not limited to:

• Filing fees, arbitrator fees, and administrative costs.

• Attorney fees and legal representation costs.

• Lost revenue, damages, and enforcement costs.

If the arbitrator rules in favor of the Client, Sumner Creative shall bear its own legal costs unless the arbitrator determines otherwise.

7.4 Exclusion from Arbitration:

Small Claims & Injunctive Relief

If a dispute qualifies for small claims court under Washington State law, either party may elect to resolve the issue in small claims court instead of arbitration.

Sumner Creative reserves the right to seek injunctive relief in a court of law to prevent the Client’s unauthorized use of intellectual property, trade secrets, or confidential information.

7.5 Prevailing Party Clause

In any dispute, the prevailing party shall be entitled to recover all reasonable legal costs.

These costs include, but are not limited to:

• Attorney fees before, during, and after arbitration or litigation, including appeals.

• Arbitration fees, mediator costs, and expert witness expenses.

• Court filing fees, administrative costs, and enforcement expenses.

• Collection costs for unpaid balances, damages, or penalties owed under this Agreement.

The “prevailing party” is defined as the party that substantially succeeds in obtaining the relief sought, whether through negotiation, arbitration, litigation, or any other dispute resolution process.

7.6 Limitation on Frivolous Claims

To discourage abuse of legal processes, if either party initiates a claim or defense that is deemed frivolous, made in bad faith, or without substantial merit, the opposing party shall be entitled to recover damages.

These damages include, but are not limited to:

• All legal fees and arbitration costs incurred in responding to the frivolous claim.

• Punitive damages or sanctions as determined by the arbitrator or court.

• The arbitrator shall have full discretion to determine whether a claim or defense is frivolous based on legal merit, evidence, and applicable laws.

8. Disputes & Legal Protections

This section establishes the formal procedures for resolving contract-related disputes.

This includes, but is not limited to, negotiation, mandatory mediation, arbitration, and legal responsibilities.

It also outlines the process for recovering legal costs and damages in the event of a dispute, breach, or legal claim against Sumner Creative.

8.1 Contract Disputes & Resolution Process

If a dispute arises between the Client and Sumner Creative concerning this Agreement, both parties agree to resolve the matter through the following structured process:

Negotiation (Required First Step):

Both parties shall attempt to resolve the dispute through good-faith negotiation within 30 calendar days of the dispute arising.

Mediation (Required Before Litigation):

If negotiation fails, the parties must participate in mandatory mediation before initiating litigation, as detailed in 8.1.1.

Binding Arbitration or Litigation:

If mediation does not result in a resolution, the dispute shall proceed to binding arbitration unless an exception under 8.1.2 applies.

8.1.1 Mandatory Mediation Before Litigation

Excluding events of non-payment, before either party may file a lawsuit, they must first participate in good-faith mediation with a neutral third-party mediator agreed upon by both parties.

Mediation shall take place within 60 days of the initial dispute notice unless both parties agree to an extension.

Mediation costs shall be shared equally between the parties unless otherwise agreed in writing.

If mediation results in a settlement, the agreement shall be legally binding and enforceable under Washington State law.

If mediation does not resolve the dispute, the parties may proceed to binding arbitration or litigation, as outlined in this Agreement.

8.1.2 Exceptions to the Mediation Requirement

Mediation is not required before legal action in the following cases:

Intellectual Property Infringement:

If the Client unlawfully uses, modifies, or distributes Sumner Creative’s work, Sumner Creative may pursue immediate legal enforcement.

Non-Payment Disputes:

If the Client fails to pay invoices, Sumner Creative may proceed directly to collections, arbitration, or litigation.

Emergency Legal Relief:

If immediate legal action is necessary to prevent irreparable harm, a party may seek injunctive relief without mediation.

8.1.3 Binding Arbitration for Unresolved Disputes

If mediation does not result in a resolution, disputes shall be resolved through binding arbitration in Washington State.

Arbitration shall be conducted under the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider.

A neutral arbitrator shall oversee the case, and both parties shall have the opportunity to present evidence and arguments.

The arbitrator’s decision shall be final and legally binding, with limited rights to appeal.

8.1.4 Arbitration Location & Jurisdiction

All arbitration proceedings shall be conducted in Washington State, regardless of the Client’s location.

Washington State law shall govern the arbitration process.

Any ruling shall be enforceable under Washington State and federal law.

8.2 Legal Costs & Prevailing Party Clause

To ensure fairness and compliance with public policy, the party that loses the dispute (“non-prevailing party”) shall be responsible for covering the reasonable legal fees and costs of the prevailing party.

8.2.1 Responsibility for Legal Costs

Each party shall initially bear their own legal costs during negotiation, mediation, and arbitration.

If the dispute escalates to arbitration or litigation, the losing party shall be responsible for reimbursing the prevailing party for all reasonable legal expenses.

These expenses include, but are not limited to:

• Attorney fees and legal consultation expenses.

• Arbitration filing fees and administrative costs.

• Court costs, if applicable.

• Collection costs for unpaid balances, damages, or fines.

• Enforcement costs for post-arbitration legal actions.

8.2.2 Definition of “Prevailing Party”

The prevailing party is defined as the party that substantially succeeds in obtaining the relief sought, whether through negotiation, mediation, arbitration, or litigation.

If neither party is clearly the prevailing party, the arbitrator or court shall determine how legal costs should be allocated in a fair manner.

8.2.3 Protection Against Frivolous Claims

If a party initiates a claim or defense in bad faith, without merit, or for harassment, the arbitrator or court may impose sanctions, penalties, or punitive damages.

8.3 Damages for Breach of Contract

If the Client breaches this Agreement, they shall be liable for damages, including but not limited to:

8.3.1 Recoverable Damages

Financial Damages:

Compensation for lost revenue, unpaid fees, or project delays caused by the breach.

Intellectual Property Damages:

Penalties for unauthorized use, modification, or distribution of Sumner Creative’s designs.

Enforcement Costs:

Legal fees, arbitration costs, and other expenses incurred in enforcing contract terms.

Reputational Damages:

If the Client’s actions result in reputational harm to Sumner Creative, additional compensation may be sought.

8.4 Indemnification & Liability Protections

The Client agrees to indemnify, defend, and hold harmless Sumner Creative, its owners, employees, contractors, and affiliates from any claims, damages, or legal actions.

This includes, but is not limited to:

• The Client’s misuse, misrepresentation, or unlawful use of the final designs.

• Third-party claims alleging infringement, liability, or damages related to the Client’s business operations.

• The Client’s failure to secure proper licensing, copyrights, or legal permissions for assets they provide to Sumner Creative.

8.4.1 Limitation of Liability

The client understands that there are risks and possibilities for disappointment with any business venture, advertisement, marketing campaign, photo shoot, and custom design, and other services.

Sumner Creative shall not be liable for:

• Indirect, incidental, consequential, or punitive damages resulting from this Agreement.

• Losses arising from business decisions, marketing strategies, or brand management implemented by the Client.

• Delays caused by unforeseen circumstances, including Force Majeure events outlined in Section 6.6.

8.5 Governing Law & Jurisdiction

This Agreement shall be governed and interpreted under the laws of Washington State, except where superseded by federal law or mandatory provisions of the Client’s jurisdiction. In the event of any conflict between Washington State law and federal law, federal law shall prevail.

If any provision of this Agreement is deemed unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

8.5.1 Exclusive Venue for Legal Actions

Any legal proceedings, including arbitration and enforcement actions, shall be conducted in Washington State courts, except where another jurisdiction is required by law or where enforcing this provision would violate the mandatory consumer protection laws of the Client’s jurisdiction.

The Client consents to the jurisdiction of Washington State courts for all contract-related disputes, to the fullest extent permitted by law.

However, this provision does not preclude either party from enforcing a judgment or seeking injunctive relief in any appropriate jurisdiction.

8.5.2 Compliance with State & Federal Laws

Both parties agree to comply with all applicable Washington State and federal laws related to contract enforcement, intellectual property, and dispute resolution. If any changes in law affect the enforceability of any provision in this Agreement, the affected provision shall be modified only to the extent necessary to ensure compliance, while maintaining the original intent of the Agreement as closely as possible.

8.6 Payment Instructions

It is preferred that the client issues payment to Sumner Creative, LLC. Payments may also be issued to Lorraine Sumner.

Regardless of the payee name, all payments shall be deemed made to the LLC and will be recorded as business income for accounting and tax purposes.

The Client’s payment obligation is not satisfied until the Contractor confirms receipt and proper allocation of the funds to the LLC’s records..

9. Modifications

This section outlines the procedures, limitations, and financial obligations related to changes made to this Agreement after signing.

It establishes when modifications are permitted, how they must be handled, and the consequences of unilateral changes or contract severance.

9.1 Contract Modifications & Scope Changes

Any requested modifications to this Agreement after signing are considered a Scope Change (See Section 1.1) and may require additional fees, timeline adjustments, or a new contract.

Sumner Creative retains sole discretion to accept, decline, or negotiate any modification request. There is no obligation to agree to changes once the contract is signed.

All contract modification requests must:

Be submitted in writing via email or another documented communication method.

Clearly outline the requested change(s) and any anticipated impact on the project.

Be subject to Sumner Creative’s approval before any changes take effect.

If the requested modification substantially alters the original project scope, deliverables, or pricing, Sumner Creative may:

• Require a formal amendment to this Agreement, signed by both parties.

• Treat the request as a new project, requiring a separate contract and payment.

• Decline the request if it is deemed unreasonable, impractical, or outside Sumner Creative’s service offerings.

9.2 Severing the Contract & Early Termination

To alter contract terms after signing, the Client must formally terminate the existing contract and enter a new agreement, if applicable.

Terminating the contract before project completion is subject to early termination fees (See Section 6.2), which the Client agrees to pay in full before severance is finalized.

9.2.1 Exceptions to Early Termination Fees:

If both parties mutually agree to sever the contract without financial penalty, a written release must be signed by both parties.

If the contract is terminated due to a breach by Sumner Creative, the Client is not responsible for early termination fees.

If a Force Majeure event (See Section 6.6) renders performance impossible, both parties may negotiate a fair resolution.

9.3 Early Severance Warning

Unilateral contract severance without a replacement agreement may result in full liability for termination fees.

If the Client terminates the contract early without entering into a mutually agreed replacement contract, they remain responsible for all unpaid balances for work completed up to the termination date.

Termination fees, as outlined in Section 6.2.

Any additional costs incurred by Sumner Creative due to the Client’s premature termination (e.g., lost revenue, reassigned resources).

9.3.1 Encouragement to Resolve Concerns Before Termination

Clients are strongly encouraged to discuss any concerns before severing the contract to explore potential solutions, timeline adjustments, or alternative agreements.

9.3.1.1 Unilateral Termination by Client

If the Client unilaterally terminates the contract without prior discussion, they will be fully liable for all outstanding payments.

This includes, but is not limited to:

• Any unpaid balances for work completed up to the termination date.

• Early termination fees, as outlined in Section 6.2.

Any additional costs incurred by Sumner Creative due to the premature termination, including but not limited to:

• Reallocation of resources.

• Administrative costs.

• Loss of potential business.

9.3.1.2 Failure to Pay Termination Fees or Outstanding Invoices

Failure to pay termination fees or outstanding invoices within the agreed-upon timeframe will result in penalties.

These penalties may include, but are not limited to:

• Legal action to recover unpaid amounts, including any applicable interest, collection costs, and attorney fees.

• Reporting unpaid balances to collections agencies or credit reporting agencies, as permitted by law.

• A formal breach of contract claim, which may affect the Client’s ability to engage in future agreements with Sumner Creative or other service providers.

9.4 Requesting Modifications & Approval Process

9.4.1 Scope of Modifications

In certain scenarios, clients may request modifications to their contract, scope, design, layout, campaign, or photo shoot.

The following requests can be made:

• The contract terms, including deadlines, deliverables, and pricing structure.

• The project scope, such as expanding services beyond the original agreement.

• Service expectations, including specific communication or workflow preferences.

• Modification requests under this section do not apply to design revisions, which are separately governed by Section 4.2 (Revisions).

Clients requesting design changes must adhere to the revision limitations, allowances, and additional fees as outlined in Section 4.2.

9.4.2 Submission & Review Process

All modification requests must be submitted in writing via email or another mutually agreed-upon method.

Clients must clearly outline the requested changes, provide a rationale, and specify any potential impacts on the project.

Sumner Creative will review modification requests in good faith and respond within a reasonable timeframe, typically 5–10 business days, depending on the complexity of the request.

Approval of modifications is at Sumner Creative’s sole discretion, considering feasibility, resource allocation, and impact on existing commitments.

9.4.3 Effect of Modification Requests

A modification request does not automatically grant approval or obligate Sumner Creative to implement the requested changes.

If a request significantly alters the original scope, pricing, or timeline, it will be classified as a Scope Change under Section 1.3, and additional costs or deadline adjustments may apply.

Sumner Creative will provide written notice outlining any pricing adjustments, timeline extensions, or revised contract terms before approving and implementing the requested modifications.

9.4.4 Separation of Contract Modifications & Design Revisions

Modification requests under this section must not be used to bypass the formal revision process outlined in Section 4.2.

Clients requesting design-related changes must adhere to the following:

• Revisions are limited to minor adjustments, including color changes, font refinements, and small layout tweaks (See Section 4.2.1).

• Major redesigns, concept overhauls, or brand direction changes are not considered revisions and will be treated as a new project or expanded scope of work (See Section 4.2.1).

• Clients are entitled to three (3) complimentary revisions per concept, with additional revisions billed at $10 per revision (See Section 4.2.2).

Sumner Creative will inform the Client of any additional costs before completing extra revisions (See Section 4.2.2).

If a modification request fundamentally alters the design beyond what is allowed in Section 4.2, it will be classified as a Scope Change (See Section 1.3) and may result in additional fees or timeline adjustments.

9.4.5 Fees & Waivers for Modifications

There is no penalty for submitting a modification request, and Sumner Creative will evaluate all requests in good faith.

If a modification increases project scope, complexity, or time investment, Sumner Creative may require additional compensation or contract adjustments before proceeding.

If a modification is necessary due to unforeseen external factors (e.g., compliance with new legal requirements, industry regulation changes), Sumner Creative may, at its discretion, waive additional fees or work with the Client to find a reasonable solution.

9.4.6 Consequences of Unilateral Contract Severance for Modification Purposes

If the Client severs the contract solely to renegotiate terms or avoid additional fees, all termination fees outlined in Section 6.2 will apply.

Sumner Creative strongly advises Clients to negotiate modifications before contract severance to avoid unnecessary financial consequences.

10. Final Provisions

10.1 Terms & Conditions and Individual Contracts

These Terms & Conditions govern all engagements with Sumner Creative. Clients must comply with both their individual contract and these Terms & Conditions, unless explicitly stated otherwise in writing by Sumner Creative. If there is a discrepancy between the contract and terms of service, the contract will take precedence over terms of service.

10.2 Agreement by Use of Services

By accessing, requesting, or using any services provided by Sumner Creative, including but not limited to inquiries, consultations, purchases, or payments, the Client agrees to be bound by these Terms & Conditions. Failure to read these Terms & Conditions does not exempt the Client from compliance.

10.3 Entire Agreement & No Oral Modifications

These Terms & Conditions, along with any individual contract issued to the Client, constitute the entire agreement between Sumner Creative and the Client. They supersede all prior agreements, discussions, or negotiations, whether written or oral. Oral agreements are not valid or enforceable. Any modifications must be made in writing and confirmed by Sumner Creative.

10.4 No Waiver of Rights

Failure by Sumner Creative to enforce any provision of these Terms & Conditions shall not be considered a waiver of its rights. Sumner Creative retains the right to enforce any term within three years of service. Sumner Creative is not obligated to give prior warning of enforcement.

10.5 Severability Clause

If any part of these Terms & Conditions is found to be unenforceable, unlawful, or invalid under Washington State or federal law, the remainder of the Terms & Conditions shall remain fully enforceable. The invalid portion shall be revised to the minimum extent necessary to comply with applicable law while maintaining its original intent.

10.6 Governing Law & Jurisdiction

These Terms & Conditions shall be governed by and interpreted in accordance with the laws of Washington State, except where superseded by federal law. Any disputes shall be handled as outlined in Section 8 (Dispute Resolution). The Client agrees that any legal claims arising from these Terms & Conditions shall be resolved in Washington State courts, except where mandatory law requires otherwise.

10.7 Consumer Protection & Fairness Compliance

Nothing in these Terms & Conditions shall be interpreted to waive or limit any rights afforded to the Client under Washington State consumer protection laws or applicable federal laws. These Terms & Conditions shall be applied and enforced in a manner that is fair, reasonable, and consistent with public policy.

10.8 Acknowledgment of Terms

By using Sumner Creative’s services and website, the Client acknowledges and agrees to these Terms & Conditions in full. If the Client does not agree, they must refrain from using Sumner Creative’s services.

10.9 Survival

The provisions of this Agreement relating to  Intellectual Property (Section 0.3.5, 3.1, 5.6.1) , Confidentiality (Section 5.4), Indemnification (Section 8.4) , Limitation of Liability (Section 7.4) , Prevailing Party Clause (Section 7.5, 8.2.2), and  Governing Law (Section 10.6) shall survive the expiration or termination of this Agreement for any reason.