1. Cost, Fees and Payment

The total cost for all Services ("Total Cost") is as set forth in the Proposal. Unless the Proposal specifies a different schedule, Client shall pay a retainer as specified in the Proposal upon signing this Agreement, with the remaining balance due upon delivery of the Services. All payments are final and non-refundable once made. Client agrees that the retainer fairly compensates Sweep Creative for committing to provide the Services and declining other potential projects and clients during the engagement.

2.    Purpose of the Agreement

Client wishes to hire Sweep Creative to provide services relating to Client's project as detailed in this Agreement and the accompanying proposal (the "Proposal"). Sweep Creative agrees to provide such services according to the terms of this Agreement. The Proposal, including its description of services, deliverables, fees, and contract term, is incorporated into and forms part of this Agreement.

3.    Copyright Ownership

In the event that any copyrighted work(s) are created as a result of the Services provided by Sweep Creative under this Agreement, Sweep Creative owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Sections 201 to 202 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling, this Agreement are expressly and solely owned by Sweep Creative and may be used in the reasonable course of Sweep Creative's business.

4.    Developed Content is licensed and not sold

Sweep Creative retains ownership of the Developed Content and all copyrights and other intellectual property rights in it. Subject to Client's compliance with this Agreement, upon payment of all applicable fees for the Developed Content, Sweep Creative grants Client a worldwide, non-exclusive, perpetual, fully paid and royalty-free, sub-licensable, and transferable license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter, and modify), and otherwise use the Developed Content.

5. Permitted Uses of Product(s).

Client warrants it owns or has rights to all raw footage and assets it provides to Sweep Creative. All edited work, including videos, static graphic design, voiceovers, color grading, and post-production, is created by and owned solely by Sweep Creative, subject to the license granted in Section 4. Sweep Creative owns all workflow documentation, briefs, strategy documents, and creative process materials created during the engagement.

Sweep Creative may use, publish, and repurpose final edited deliverables and its own process documentation (briefs, strategy documents, and similar materials) for its portfolio, case studies, and marketing materials. Sweep Creative will not publicly display Client-provided raw footage or raw assets without Client's separate written permission. Sweep Creative may identify Client as a client on its website, marketing materials, and case studies, and may use Client's logo solely for portfolio identification purposes.

6.    Artistic Release.

Client has spent a satisfactory amount of time reviewing Sweep Creative's work and has a reasonable expectation that Sweep Creative will perform the Services in a similar manner and style, unless otherwise specified in this Agreement.

7. Overage Licensing and Terms.

The Services include a set number of finished photographs and/or videos as specified in the Proposal ("Included Deliverables"). All Included Deliverables are fully edited and made available for download at no additional cost beyond the Total Cost. Client may request additional images or videos beyond the Included Deliverables ("Overage Assets") at any time during the contract term. Overage images are billed at $75 per image. Overage videos are priced on a per-asset basis as quoted by Sweep Creative at the time of the request. Where fulfillment of an Overage Asset is processed through Wavey (wavey.so), an additional 10% platform fee applies to that overage sale.

Overage Assets are in addition to, and do not reduce or replace, the Included Deliverables. Total downloads available to Client equal the Included Deliverables plus any Overage Assets purchased.

All Overage Assets are delivered as final, edited files with no additional edits or revisions included. Overage Assets are licensed to Client under the exact same license granted in Section 4: a worldwide, non-exclusive, perpetual, fully paid and royalty-free, sub-licensable, and transferable license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter, and modify), and otherwise use the asset. No additional license fee applies beyond the per-asset overage price stated above, and the license does not expire, does not carry usage limits (impressions, placements, media channels, or duration), and is not subject to renewal. Licensing for Overage Assets is granted at the time of payment, not at the time of download. Overage invoices are issued upon delivery. All overage sales are final and non-refundable.

Sweep Creative does not provide RAW files under any circumstances, without exception. All deliverables, including Overage Assets, are finished, edited files in the formats specified in the Proposal.

8.    Consistency.

Sweep Creative will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Sweep Creative's current portfolio, and will try to incorporate any reasonable suggestion made by Client. Client understands and agrees this is not a guarantee, as each creative project is unique and custom.

9. Change Orders and Additional Scope

Any request from Client for services, revisions, or deliverables beyond the scope described in the Proposal ("Additional Scope") must be agreed to in writing by both parties before work begins, including any additional fees and adjusted timeline. Sweep Creative is not obligated to perform Additional Scope work absent that written agreement.

10. Client-Caused Delay

If Client fails to provide raw footage, assets, approvals, feedback, or other materials necessary for Sweep Creative to perform the Services within a reasonable time after request, Sweep Creative's delivery timeline will be extended accordingly. Delays caused by Client do not relieve Client of any payment obligations under this Agreement and may result in additional fees to cover rescheduling or idle time, at Sweep Creative's discretion.

11. Limit of Liability

Client agrees that the maximum amount of damages it is entitled to in any claim relating to this Agreement or the Services will not exceed the Total Cost of Services provided by Sweep Creative. If any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Sweep Creative will refund Client a pro-rated portion of the Total Cost based on the amount of Services completed against the amount of Services agreed to be completed.

Client agrees to indemnify, defend, and hold harmless Sweep Creative and its affiliates, employees, agents, and independent contractors from any injury, property damage, liability, claim, or other cause of action arising out of or related to the Services and/or product(s) Sweep Creative provides to Client.

12. Cancellation

Services are billed for the duration of the contract term set forth in the Proposal. Either party may cancel this Agreement prior to the end of the contract term by providing at least 30 days' written notice under Section 14 (Notice). Client remains responsible for all fees incurred through the effective date of cancellation, and payments already made are non-refundable.

If Services cannot be fulfilled due to Client-related issues, including failure to provide assets, approvals, or access as described in Section 10, Sweep Creative is not obligated to rebook Services or issue refunds. At its sole discretion, Sweep Creative may waive a portion of outstanding fees if the time is successfully reallocated to another client.

13. Force Majeure

Notwithstanding the above, either party may be excused of further performance obligations if a disastrous occurrence outside the control of either party prevents performance, including but not limited to:

1. A natural disaster (fire, explosion, earthquake, hurricane, flooding, storm, or infestation); or
2. War, invasion, act of foreign enemies, embargo, or other hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either party, such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

14. General Provisions‍

Governing Law. The laws of the State of Oregon govern all matters arising out of or relating to this Agreement, including torts.

Severability. If any portion of this Agreement is deemed illegal or unenforceable, the remaining provisions remain in full force.

Notice. Either party may provide effective notice under this Agreement by email to the address on file for the other party, or by certified mail, return receipt requested, to the business address on file. Notice sent by email is effective on the date sent; notice sent by certified mail is effective upon receipt.

Entire Agreement. This Agreement constitutes the final, exclusive agreement between the parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment.
‍The parties may amend this Agreement only by written consent delivered via proper Notice under this Section.