Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at fivesunsdigital.com (the "Site") and any services provided by Five Suns Digital LLC ("Five Suns Digital," "we," "our," or "us"), a limited liability company organized under the laws of the State of Colorado.

By visiting our Site, submitting an inquiry, or entering into a project agreement with us, you ("Client" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please discontinue use of the Site and do not engage our services.

01

Agreement to Terms

These Terms constitute a legally binding agreement between you and Five Suns Digital LLC. Your use of this Site and engagement of our services signifies your acceptance of these Terms, our Privacy Policy, and any other policies referenced herein.

These Terms apply to all visitors, prospective clients, and current clients. Where a separate written project agreement, proposal, or statement of work ("SOW") exists between you and Five Suns Digital, the terms of that SOW will govern the specific project, and these Terms will apply to all matters not addressed by the SOW. In the event of a conflict, the SOW controls.

We reserve the right to update these Terms at any time. Continued use of our Site or services after changes are posted constitutes your acceptance of the revised Terms.

02

Description of Services

Five Suns Digital is a Colorado-based digital agency providing web design, web development, branding, and related digital services to businesses and organizations. Our services may include, but are not limited to:

• Custom website design and development
• Landing page design and conversion optimization
• E-commerce website design and development
• Website redesign and modernization
• Brand identity design (logos, color systems, typography)
• Search engine optimization (SEO) strategy and implementation
• Website maintenance, hosting coordination, and support
• Digital strategy consulting

The specific scope, deliverables, timeline, and pricing for any engagement will be set forth in a written proposal or SOW provided to you prior to commencement of work. No services will begin without your written acceptance of a proposal or SOW and receipt of any required deposit.

03

Eligibility

By using this Site or engaging our services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent
• Your use of our Site and services complies with all applicable laws and regulations
• All information you provide to us is accurate, complete, and current

We reserve the right to refuse service to anyone at our sole discretion, including but not limited to requests that conflict with our values, involve unlawful activity, or fall outside our service capabilities.

04

Intellectual Property

Our Website & Brand. All content on fivesunsdigital.com — including text, graphics, logos, design elements, code, and media — is the exclusive property of Five Suns Digital LLC or its licensors and is protected by applicable copyright, trademark, and intellectual property laws. You may not reproduce, distribute, or create derivative works from any portion of this Site without our express written permission.

Deliverables — Transfer of Ownership. Upon receipt of full payment for a project, Five Suns Digital assigns to the Client all rights, title, and interest in the custom deliverables created specifically for that project (such as custom website design files, original graphics, and written copy authored by us on your behalf), except as noted below.

Retained Rights. Five Suns Digital retains ownership of the following, even after project completion and final payment:

• Proprietary frameworks, code libraries, templates, tools, and methodologies developed by Five Suns Digital prior to or independently of the project
• Any general processes, techniques, or know-how used in delivering services
• Third-party assets (stock photography, fonts, icon libraries, plugins) which remain subject to their respective licenses

Portfolio License. Unless you notify us in writing prior to project launch, you grant Five Suns Digital a perpetual, royalty-free license to display the completed work in our portfolio, case studies, social media, and marketing materials. We will never disclose confidential business information in such displays.

No Transfer Before Full Payment. Intellectual property ownership does not transfer until all outstanding invoices related to the project have been paid in full. During any payment dispute, Five Suns Digital retains all rights to the work.

05

Client Content & Materials

You are responsible for all content, materials, images, trademarks, copy, and other assets you provide to Five Suns Digital for use in your project ("Client Materials"). By providing Client Materials, you represent and warrant that:

• You own or have the necessary rights and licenses to use and authorize us to use all Client Materials
• Client Materials do not infringe on the intellectual property, privacy, or other rights of any third party
• Client Materials do not contain unlawful, defamatory, obscene, or otherwise harmful content
• Any third-party content included in Client Materials is used in compliance with applicable licenses

You grant Five Suns Digital a limited, non-exclusive license to use, reproduce, and modify Client Materials solely for the purpose of delivering the agreed-upon services. This license terminates upon project completion.

Five Suns Digital shall not be liable for any claim arising from Client Materials. You agree to indemnify and hold us harmless from any loss, liability, or expense (including attorney's fees) arising from any breach of the warranties in this section.

06

Payment Terms

Specific fees, payment schedules, and accepted payment methods will be outlined in your project proposal or SOW. The following general terms apply to all engagements unless otherwise stated in writing:

• Deposit: A non-refundable deposit (typically 50% of the total project fee) is required before any work commences. The deposit secures your place in our project queue.
• Final Payment: The remaining balance is due upon project completion and prior to final file delivery, website launch, or transfer of ownership.
• Invoicing: Invoices are due within 14 days of the invoice date unless otherwise specified.
• Late Payments: Invoices unpaid after 14 days may accrue a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum permitted by applicable law, whichever is less.
• Project Suspension: Five Suns Digital reserves the right to pause or suspend work on any project where payment is more than 14 days overdue, without liability for any resulting delays.
• Currency: All fees are in United States Dollars (USD) unless otherwise agreed in writing.

For recurring services (e.g., maintenance plans or SEO retainers), payment terms and cancellation notice requirements will be specified in your service agreement. You may cancel recurring services with 30 days' written notice unless a different notice period is stated in your agreement.

07

Project Workflow & Approvals

Our projects follow a structured workflow to ensure quality outcomes and clear communication. The typical phases include discovery, design concepts, development, review and revision, and launch. Exact phases and milestones will be defined in your SOW.

Client Responsibilities. Successful project delivery depends on your active participation. You agree to:

• Provide all required content, materials, and feedback in a timely manner
• Designate a single point of contact with authority to make decisions on behalf of your organization
• Respond to requests for feedback, approvals, or materials within the timeframes specified in the SOW (typically 5–7 business days)
• Review deliverables thoroughly before providing approval

Deemed Approval. If you do not provide feedback or written objection within the review period specified in the SOW (or within 7 business days if not specified), the deliverable in question will be considered approved and the project will proceed to the next phase.

Timeline Extensions. Project timelines are estimates contingent on timely receipt of Client Materials and approvals. Five Suns Digital is not responsible for delays caused by the Client's failure to meet feedback deadlines, provide required materials, or respond to communications. Significant delays on the Client's part may result in a project restart fee.

08

Revisions & Change Orders

Each project proposal includes a defined number of revision rounds per phase. A "revision" is a reasonable modification to an approved deliverable within the originally defined scope. Revisions do not include requests that constitute new work, scope changes, or changes in strategic direction.

Additional Revisions. Revisions beyond the included rounds will be billed at our current hourly rate, which will be communicated to you before additional work begins. We will always obtain your written approval before proceeding with billable revisions.

Scope Changes. Any request that adds to, modifies, or expands the originally agreed-upon scope of work constitutes a "Change Order." Change Orders require a written amendment to the SOW, may affect the project timeline, and will be billed at the rates specified in the original proposal or as separately agreed in writing. No change order work will commence without your written approval.

We encourage open communication about evolving needs. If your goals or requirements shift during a project, please notify us as early as possible so we can discuss adjustments collaboratively.

09

Warranties & Disclaimers

Our Work. Five Suns Digital warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. We will correct any material defects in our deliverables reported in writing within 30 days of project delivery, at no additional charge, provided such defects are not caused by Client modifications, third-party interference, or factors outside our control.

Website Performance. While we strive to build fast, accessible, and well-optimized websites, we cannot guarantee specific search engine rankings, traffic levels, conversion rates, or business results. Performance outcomes depend on many factors beyond our control, including search engine algorithm changes, market conditions, and the quality and frequency of content updates you make post-launch.

Nothing in these Terms limits any warranties that cannot be excluded or limited under applicable law.

10

Limitation of Liability

To the fullest extent permitted by applicable law, Five Suns Digital LLC, its members, managers, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or business interruption — arising out of or related to your use of our Site or services, even if we have been advised of the possibility of such damages.

In no event shall our total cumulative liability to you for any and all claims arising out of or relating to a specific project or engagement exceed the total fees paid by you to Five Suns Digital for that specific project during the twelve (12) months immediately preceding the claim.

This limitation of liability reflects a reasonable allocation of risk between the parties and is a fundamental element of the basis of the bargain between us. Some jurisdictions do not allow certain limitations of liability; in such jurisdictions, our liability will be limited to the greatest extent permitted by law.

11

Indemnification

You agree to defend, indemnify, and hold harmless Five Suns Digital LLC and its members, managers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any applicable SOW
• Client Materials that infringe upon the intellectual property or other rights of any third party
• Your violation of any applicable law, rule, or regulation
• Your negligence, willful misconduct, or fraud
• Any claim brought by a third party arising from the content, products, or services displayed on or offered through any website we build for you

Five Suns Digital reserves the right to assume the exclusive defense of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

12

Confidentiality

Each party may have access to confidential, proprietary, or non-public information of the other party during the course of a project ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, technical data, financial information, client lists, pricing, project details, and any information marked or reasonably understood to be confidential.

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Use Confidential Information only for the purpose of fulfilling obligations under the applicable project agreement
• Disclose Confidential Information only to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as these Terms
• Promptly notify the other party of any unauthorized use or disclosure of Confidential Information

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided reasonable prior notice is given to the disclosing party.

Confidentiality obligations survive the termination or expiration of any project agreement for a period of three (3) years.

13

Third-Party Services & Tools

To deliver our services, we may recommend, integrate, or utilize third-party platforms, software, plugins, hosting providers, payment processors, or other services ("Third-Party Services"). These may include, but are not limited to, content management systems, website builders, domain registrars, cloud hosting platforms, analytics tools, and email marketing providers.

Your use of any Third-Party Service is governed solely by that service's own terms of service and privacy policy. Five Suns Digital:

• Does not endorse, control, or assume responsibility for any Third-Party Service
• Is not liable for the availability, functionality, security, or accuracy of any Third-Party Service
• Is not responsible for any costs, fees, or charges imposed by Third-Party Services, including subscription fees, transaction fees, or renewal costs
• Is not liable for any changes to a Third-Party Service that affect your website or project after launch

Unless otherwise agreed, any accounts created with Third-Party Services on your behalf (domain registrars, hosting providers, CMS platforms, etc.) should be registered in your name with your own payment information. You are responsible for maintaining those accounts and paying associated costs independently.

Our Site may contain links to third-party websites. These links are provided for your convenience only. We have no control over the content of linked sites and accept no responsibility for them.

14

Governing Law & Dispute Resolution

Governing Law. These Terms and any dispute arising out of or related to them or our services shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

Informal Resolution. Before pursuing formal dispute resolution, both parties agree to attempt to resolve any dispute informally. Either party may initiate this process by sending written notice of the dispute. The parties agree to negotiate in good faith for a period of 30 days following such notice.

Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or our services — including questions of arbitrability — shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings conducted in Colorado. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including in matters relating to intellectual property infringement or unauthorized disclosure of Confidential Information.

Class Action Waiver. You agree to resolve disputes with Five Suns Digital on an individual basis only. You waive any right to participate in any class action lawsuit or class-wide arbitration against Five Suns Digital.

Venue. For any matters not subject to arbitration, you consent to exclusive jurisdiction and venue in the state and federal courts located in Colorado.

15

Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page. We may also provide additional notice (such as an email notification) for significant changes.

Your continued use of the Site or engagement of our services after any changes are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically. If you do not agree with the revised Terms, you should discontinue use of the Site and notify us in writing if you are currently engaged in an active project.

Changes to these Terms do not affect project agreements already in progress, which shall continue to be governed by the Terms in effect at the time the SOW was executed, unless both parties agree in writing to apply the updated Terms.

16

Contact Us

If you have any questions, concerns, or requests regarding these Terms of Service or our services, please reach out to us: