Introduction

Please read these Terms carefully. They govern the legal relationship between you and Cornerstone Web Studio LLC (“Cornerstone,” “we,” “us,” or “our”).

We are Cornerstone Web Studio LLC, a company registered in Oregon under company number 603119-91. Our email address is hello@cornerstone.studio.

The legal terms and conditions on which we sell the Services (“Terms”) consist of: (1) this Introduction; (2) the general terms and conditions applicable to all Services (“General Terms”); (3) the terms and conditions specific to each Service (“Service Terms”); and (4) any other policies, documents, or pages referred to in the General Terms or Service Terms (“Additional Terms”).

Once you order Services and we confirm your order, both you (on your own behalf and, if applicable, on behalf of the business you represent) and Cornerstone must comply with these Terms. You must accept the Terms before ordering any Services.

Our Services and these Terms may change over time. We will notify you of changes; see Section 6 for details.

1. Definitions

When the following words with capital letters are used in the Terms, this is what they mean:

“Account in Good Standing” means there are no past-due, undisputed charges for Domain-Related Services (as defined below). Amounts owed for non-domain services (e.g., design, hosting, SEO, marketing) do not affect domain transfer approval under Section 12(l).

“Addition” means a complex addition to your Cornerstone Web Studio Website, which may include but are not limited to adding new pages, widgets, custom forms, sliders.

“Agreement” means the Service Description, the Service Pricing, the Confirmation of Order and the Terms.

“Amendment” means a complex change to your Cornerstone Web Studio Website (as determined by Cornerstone Web Studio), which may include but is not limited to complex content changes, complex menu changes, adding imagery and adding of widgets.

“Anniversary Date” refers to the date your Services can be seen live online.

“Buy-Out Option” applies to clients with “Flex” or “Express” budget websites and refers to the amount to purchase ownership of their website outright.

“Change” means a simple change to your Cornerstone Web Studio Website (as determined by Cornerstone Web Studio) which may include but are not limited to content changes (e.g., spelling mistakes, changing font and font color), simple menu changes, changing colors.

“Confirmation of Order” means the email, document, webpage or electronic communication that we issue to you to confirm our acceptance of your Order.

“Content” means any and all textual, graphical, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form.

“Domain Name” means an internet domain name that is registered through a Registry.

“Domain-Related Services” means domain registration, renewal, transfer, WHOIS privacy, DNS service fees, and domain-specific recovery or redemption fees.

“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.

“Fees” means the fees payable by you for the Services, which are described in the Service Pricing.

“Flex Budget” refers to a partial upfront payment for the design of a website resulting in a recurring monthly fee, ongoing until the Buy-Out Option is enacted.

“Flex Budget Design Fee” refers to the non-refundable up-front fee to design a website.

“Free Services” has the meaning given in Section 15(a).

“ICANN” means the Internet Corporation for Assigned Names and Numbers.

“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

“Cornerstone Websites Package” means a combination of Services which can be bought together from us including Cornerstone Websites, Design, and may also include a 30s Photomotion Video.

“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of governmental or regulatory bodies with authority existing anywhere in the world.

“Minimum Term” has the meaning given in Section 3(b).

“Monthly Budget” means the monthly budget for the Services that may be selected by you from time to time and which is described in the Service Pricing.

“Monthly Recurring Fees” means the fees payable by you on a recurring monthly basis for the Services, which are described in the Service Pricing.

“Order” means your order for the Services (including a request to use Trial Services or Free Services).

“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties.

“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Service Terms.

“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representatives of us or of our affiliates.

“Page” refers not only to internally linked content but also to the size of the content. The content provided/designed on a page will not exceed a legal-size printout (14″) or ~500 words unless otherwise agreed in writing by Cornerstone’s design team.

“Personal Data” means any data which is about a person who is or may, using reasonable measures, be identified from that data.

“Register” means a Domain Name register, which is managed by a Registry, which lists Domain Names along with registered owner details.

“Registry” means any of the Domain Name registries or registrars, which is run under the rules of ICANN. For the purposes of the Terms, any Registry shall be treated as one of Our Representatives.

“Service Description” means the description of a Service made available by us (including via our Websites) from time to time.

“Service Month” has the meaning given in Section 3(b).

“Service Pricing” means the pricing information for a Service made available by us (including via our Websites) from time to time.

“Standard Budget” refers to the fee to purchase full rights to a website outright.

“Start Date” has the meaning given under Section 3(a).

“Transaction Data” means the order and shipping information that we give or show you in connection with the sale of your own products and services and any other data or information we or Our Representatives give you or you get from us or Our Representatives in connection with the sale of your products or services or the submission of appointment requests for your services.

“Trial Services” has the meaning given in Section 13(a).

“You” and “you” means both the individual entering into the Agreement and the business (if any) on whose behalf the individual is entering into the Agreement and the terms “Your” and “your” shall be construed accordingly.

“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services.

“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data.

“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.

2. How the Contract is Made between You and Us

Your order, our acceptance, and what happens if we can’t supply a Service.

1. Please take the time to read and check your Order before you submit it to us.
2. Your Order is accepted when we issue a Sales Receipt. Once issued, the Agreement is made. You retain any cancellation right under Section 21(c).
3. If we cannot supply a Service, we will inform you by email and will not process your Order. If you have already paid, we will refund you as soon as possible.
4. Some Services allow upgrades/downgrades. We will try to make changes effective as soon as possible, but they may not occur until the start of a future Service Month.
5. Priority of documents: (i) Sales Receipt; (ii) Service Terms; (iii) General Terms; (iv) Additional Terms; (v) Service Description; (vi) Service Pricing.

3. Contract Term

When your Agreement begins and how long it runs.

1. The Agreement begins on the date we send the Sales Receipt (“Start Date”).
2. If a Minimum Term applies (set out in the Service Terms), it will be confirmed in the Agreement. Otherwise, the Agreement continues month-to-month from the Start Date (or from the end of the Minimum Term) until canceled. Each monthly period is a “Service Month.” Your first month will be prorated to the start of the following Service Month.

4. Our Services

What we do, how third parties fit in, and agency authority.

1. In return for the Fees, we will provide you with the use of the Services that you have bought.
2. We try to perform the Services as described in the corresponding Service Descriptions.
3. You agree we may change how Your Content looks, feels, or is formatted if needed to provide the Services.
4. Some Services rely on third parties (e.g., Google™, Facebook™). We do not control third-party services and they may change or stop; such events are treated as Events Outside Our Control.
5. Some Services let you use third-party tools or content; your use is subject to those third-party terms.
6. Where a Service involves setting up or administering accounts/pages on third-party websites, you authorize us to do so on your behalf and to display Content as needed.
7. Some Services involve us acting on your behalf as your agent, for example, to repoint or move your Domain Name from one hosting provider to another. You authorize us to act on your behalf, but you remain responsible for your accounts with third-party providers.
8. Some Services require Hosting Services provided by third parties. Cornerstone is not responsible if these services are down, fail, or cause downtime or revenue loss. We will work with providers to resolve issues as quickly as possible.
9. Accessibility. Unless expressly stated in a Service Description or SOW, Cornerstone does not warrant compliance with any specific accessibility standard (e.g., WCAG 2.2) and has no obligation to remediate third-party content, plugins, or client-provided assets.

5. Customer Contact

How you can reach us and how we’ll reach you.

1. Contact us via hello@cornerstone.studio, by phone at 503.660.8920, or by mail to the address in the Introduction. If needed, we may refer you to a third-party expert.
2. If we need to contact you, we will do so by email, telephone, or post.

6. Changes to the Services or the Terms

When and how we may change things.

1. We may make changes to the Terms from time to time and will notify you by email.
2. We may change or stop parts of the Services (e.g., due to legal or technological changes). If a change is likely to have a seriously detrimental effect, we will tell you by email.
3. Changes take effect no sooner than 14 days after notification. If you are not happy with the change, you may cancel under Section 21(a).

7. Use of our Websites

Conditions of use and fraud investigation.

1. Your use of our Websites is governed by the applicable Conditions of Use.
2. We may investigate your activities for click-fraud or other invalid activity. You must reasonably assist if asked.

8. Fees and Monthly Budgets

How Services are priced.

1. We charge via Fees or Monthly Budget as described in the Service Pricing. Recurring Fees and Monthly Budgets are chargeable from the Start Date.
2. Recurring Monthly Fees. 
   1. By purchasing any auto-renewing Service, you authorize recurring charges until canceled. We will provide at least 30 days’ notice of any increase to recurring Fees or renewal pricing (excluding taxes or third-party pass-throughs).
   2. Recurring Payment Terms. You agree to notify us in writing of account changes or termination of authorization at least 15 days before the next billing date. For ACH debits, funds may be withdrawn as soon as the periodic date. If an ACH is returned NSF, we may reattempt within 30 days and charge an additional $15 per NSF attempt. You may update or revoke authorization by emailing billing@cornerstone.studio.
   3. Fees may be one-off, recurring, transaction-based, or otherwise.
   4. Fees exclude applicable taxes, which are added.
3. Monthly Budget. 
   1. The Monthly Budget includes our charges for the applicable Services.
   2. We will try to provide Services up to—but not beyond—the Monthly Budget in any Service Month. Unused budget rolls over to the next Service Month.
   3. For CPC/CPM services, our statistics are definitive unless obviously mistaken.
   4. Monthly Budgets exclude applicable taxes, which are added.

9. How to Pay

Payment methods, timing, and consequences of late payment.

1. When you submit your Order, provide requested payment information (credit card, U.S. bank account, or PayPal).
2. Keep your payment details up to date. You authorize us to validate and charge/debit as needed for sums payable.
3. You must pay when required; we charge/debit the account you provided.
4. If you don’t pay when due: 
   1. We may charge interest at the lesser of 1.5% per month or the highest rate allowed by law. Interest accrues daily from due date until paid.
   2. We may suspend or cancel all or part of the Services and your access.
5. We may offset amounts you owe us against payments we make to you.
6. 9(f) Effect of Non-Payment. If any amount is past due, Cornerstone may suspend or terminate Services and withhold delivery of Service outputs (including website files, backups, creative assets, or non-domain credentials) until payment is received. Notwithstanding the foregoing, domain transfers are governed exclusively by Section 12(l).
7. 9(g) Chargebacks. You agree not to initiate a credit/debit card chargeback before giving Cornerstone a reasonable opportunity—not less than 10 business days—to investigate and resolve a billing dispute.
8. 9(h) Collections Costs. You will reimburse reasonable costs of collection (including attorneys’ fees) for undisputed past-due amounts.

10. Service Availability and Security

No guaranteed uptime; security responsibilities.

1. The Services may occasionally be unavailable or contain mistakes for many reasons.
2. We do not promise continuous, uninterrupted Services or guaranteed correction of errors; we are not liable for interruptions.
3. Please notify us of problems so we can try to fix them.
4. We may temporarily suspend Services for maintenance, security, inactivity, or if required by an authority.
5. No data transmitted or stored online is 100% secure. We are not responsible for security breaches.
6. You are responsible for securing and backing up Your Content and Your Data.
7. No SLA. Unless an express Service Level Agreement is attached to your Order or SOW, no uptime or performance SLA applies.

11. Your Use of the Services

Authorized use, compliance, limits, and promises.

1. You and your authorized personnel may use the Services for normal internal business activities; no reselling or transfer.
2. You are responsible for your internet access and equipment.
3. Provide Your Content and Your Data when requested.
4. Use the Services in compliance with applicable Laws; do not request third parties to act unlawfully on your behalf.
5. Comply with relevant third-party rules (e.g., Google™/Facebook™). Email features must comply with OpenSRS AUP for Email.
6. If use is excessive, we may ask you to reduce usage or may limit/suspend access.
7. Follow our written security/network access requirements; safeguard passwords and access codes.
8. Notify us immediately of any unauthorized use or breach affecting us or the Services.
9. You are responsible for Your Taxes.
10. We do not endorse your products or services.
11. Carry out required maintenance where Services require your action.
12. You are responsible for all use by you and your personnel.
13. We may provide public ratings/feedback tools to users of our Services unless you opt out by written request.
14. We may sign you out for extended inactivity and modify settings without notice.
15. Prohibited Uses. You will not: (i) tamper with or gain unauthorized access to our Services; (ii) use automated means to monitor or interfere; (iii) reverse engineer; (iv) transmit malware; (v) disrupt performance; (vi) test or breach security; (vii) copy or distribute Our Content; (viii) disable licensing or limits; (ix) remove ownership notices; (x) use the Services deceptively or unethically; (xi) use them in ways not allowed under the Agreement; (xii) access via unapproved means; (xiii) consume disproportionate resources; (xiv) harvest identifiers or information; (xv) use unauthorized internet accounts; (xvi) monitor data/traffic on any network; (xvii) distribute covert spyware; (xviii) sub-license, assign, rent or resell the Services.
16. Exceptions apply only where allowed by law, under these Terms, or where we authorize in writing.
17. Your Promises to Us. You confirm you have and will maintain all necessary permissions/licenses for Your Content and Your Data and that they: (i) are true/accurate; (ii) are in our approved format; (iii) do not infringe third-party rights; (iv) are not defamatory, fraudulent, obscene, harmful, threatening, harassing, discriminatory or otherwise unlawful; (v) are not altered to disguise origin; (vi) do not contain sexually explicit images or promote unlawful violence; (vii) are free of malware; (viii) do not create safety risks or interfere with law enforcement; and (ix) comply with our Advertising Policy.
18. We are not obligated to publish Your Content or Your Data. We may remove or change them if they do not comply with these Terms.
19. You are responsible for Your Content and Your Data and any use by third parties.
20. You will not disparage us, Our Representatives, our Services, or any user of our Services.
21. You will reimburse us and Our Representatives for losses arising from your breach of this Section 11.

12. Domain Names

Registration, renewal, transfers, and ICANN guidance.

1. The Registry may reject applications for Domain Names. We do not guarantee that an application will be accepted.
2. If your preferred Domain Name is not available, we will offer an alternative or refund any amounts paid for that Domain Name.
3. We do not guarantee availability or registrability of preferred Domain Names. Actions you take before official registration are at your own risk.
4. You must promptly inform both us and the Registry of (i) changes to your registered details; and (ii) actual or potential claims connected to the Domain Name.
5. We will renew the Domain Name automatically each year unless you cancel the Domain Name or any Service that includes it, or you sell/transfer the Domain Name to a third party.
6. The Service Terms state who owns the Domain Name and who is responsible for renewal fees. Renewal pricing may change each year.
7. We are not liable for loss resulting from your failure to renew once you cancel the Domain Name or any Service that includes it, or if you sell/transfer the Domain Name.
8. When we register or renew a Domain Name for you, we act on your behalf as your representative. You must comply with the Registry’s terms, rules, and policies.
9. If a Domain Name is to be transferred from one Registry to another, you will provide any assistance required for the transfer.
10. When we provide a Domain Name, we act as a reseller of IONOS by 1&1. You must comply with the relevant Registry terms and the Master Domain Registration Agreement (“MDR”) for each Domain Name. We strongly recommend that you read the MDR (and related documents) carefully and seek independent legal advice if necessary.
11. We recommend that you read ICANN’s Registrants’ Rights and Responsibilities, Registrant Educational Materials, and ICANN Registrants’ Benefits and Responsibilities.
12. (l) Domain Transfers & Account Standing. We will provide the transfer authorization code (EPP/Auth-Info) and approve any transfer request for a Domain Name registered or managed by us once your Account is in Good Standing. If there are outstanding, undisputed amounts related to the Domain-Related Services, Cornerstone may decline or delay the transfer until those amounts are paid. We will not condition a Domain Name transfer on payment of amounts unrelated to the Domain-Related Services (such as website design, hosting, marketing, or other non-domain invoices). However, Cornerstone may suspend or withhold other deliverables (including websites, creative assets, backups, or credentials not necessary for the domain transfer) until unrelated overdue balances are settled. Upon verification that all Domain-Related past-due amounts are paid, Cornerstone will provide the EPP/Auth-Info code and approve transfer requests within five (5) business days. See also Sections 9(f), 21, and 22(e).

13. Trial Services

Use at your own risk; limitations apply.

1. “Trial Services” are Services we make available free or on a trial basis. Additional limitations may apply per Service Description.

14. Beta Services

Early access features may change or end.

1. We may invite you to test Services or features designated as beta, preview, or similar. Beta Services are provided as-is, may be suspended at any time, and are excluded from support commitments, credits, or warranties.

15. Free Services

What applies when Services are free (and not Trials/Beta).

1. Where we provide Services free of charge (not Trial or Beta), these are “Free Services.”
2. The Service Description may set additional terms.
3. Free Services are provided “as is.” We make no promises of any kind and are not liable for any loss or corruption of Your Data. You use Free Services at your own risk.
4. We may change or withdraw Free Services at any time.
5. Except as noted, these Terms apply to Free Services; Sections 4(b), 8, and 9 do not apply to Free Services.
6. In return for Free Services, you agree to participate in feedback/market research during the Free Services and for 6 months afterward. We may use your feedback in our marketing.

16. Intellectual Property Rights

Who owns what.

1. We own (or are legally entitled to use) all Intellectual Property Rights in the Services, including software and Our Content. We may collect information about your use of the Services; when aggregated and de-identified, we own that information.
2. Unless Section 21(e) applies, provided you paid for the Service in full in advance, on cancellation we grant you a non-exclusive, worldwide, perpetual right to use, copy, store, modify and publish any written copy we created for you as part of the Services.
3. You confirm you own or are entitled to use all Intellectual Property Rights in Your Content. We may notify third parties if we believe rights belong to them.
4. Limited IP Indemnity. Cornerstone will defend and indemnify you from third-party claims alleging that Our Content (excluding Your Content or third-party materials you require us to use) infringes a U.S. copyright or trademark, up to the cap in Section 20(e), provided you promptly notify us and allow us sole control of the defense. Remedies may include modification, replacement, or a refund of Fees paid for the impacted deliverable in the preceding 6 months. This is your exclusive remedy for such claims.

17. Rights Granted by You to Us

Licenses that let us deliver the Services.

1. You grant us a worldwide, non-exclusive, sub-licensable, permanent right to access, use, copy, store, modify and publish Your Content and Your Data for purposes connected with the Services, our marketing, research, promotional activities, and internal business purposes, subject to applicable law and these Terms. You may opt out of external marketing use of your name/logo by emailing legal@cornerstone.studio; this does not affect internal use or use necessary to provide the Services.
2. If you request a site scrape of your existing website, you confirm you have the rights necessary for us to scrape and reuse that content in connection with your Services. We are not liable for third-party claims arising from scraped content.
3. We may transfer the rights granted under this Section to another organization.

18. Data and Privacy

Ownership and compliance responsibilities.

1. You own Your Data and are solely responsible for its legality, integrity, accuracy, and quality.
2. You will ensure all use of the Services by you and your personnel complies with applicable data protection and privacy laws.
3. We own Our Data and may use it at our discretion, including after cancellation. You must not disclose or use Our Data inconsistently with our Privacy Policy or applicable laws.
4. Data Processing Addendum. If you provide Personal Data subject to laws such as the GDPR or CCPA/CPRA and Cornerstone acts as a processor/service provider, the parties agree to a Data Processing Addendum (“DPA”). If no signed DPA exists, Cornerstone’s standard DPA is incorporated by reference upon request.

19. Confidentiality

Keep our non-public information secret.

1. You may receive our Confidential Information; you must keep it secret and restrict access to those who need it for the Agreement.
2. This does not prevent sharing information already public or known to you outside the Agreement.
3. Notify us promptly of any unauthorized use or disclosure.

20. Our Liability to You

Limits on what we’re responsible for.

1. Nothing limits liability for fraud or for death/personal injury caused by negligence.
2. Except as in 20(a), neither we nor Our Representatives are responsible for: (i) loss of profits/sales/business/revenue; (ii) loss/corruption of data; (iii) loss of business opportunity; (iv) loss of expected savings; (v) loss of goodwill; or (vi) indirect/unforeseeable loss.
3. We are only responsible for losses that were foreseeable when the Agreement was formed and not for others arising from the use or unavailability of the Services, errors, malware, theft of information, or third-party content you transmit.
4. We are not liable for Trial Services, Beta Services, or Free Services (except as in 20(a)).
5. Except as in 20(a), our total liability related to a Service is limited to the total Fees or Monthly Budget you paid for that Service in the 6 months prior to the event.
6. Except as set out in these Terms, no other promises are made regarding the Services.

21. Your Cancellation and Refund/Credit Rights

How you can cancel and what happens.

1. Cancellation by You. You may cancel any Services at any time by emailing or writing to us. Unless within a Minimum Term, cancellation takes effect as soon as possible after we receive your request. For some Services (but not all) we may offer a pro-rated refund or credit if cancellation occurs mid-month; amounts and form (refund or credit) are at our discretion. If within a Minimum Term, you may cancel at the end of the Minimum Term.
2. Cancellation or Suspension by Us. We may cancel or suspend at any time for reasons including non-payment, unlawful or infringing use, complaints/claims, click-fraud, breach of Sections 11 or 23, other significant breach not cured within 30 days, or insolvency. If we cancel under this subsection, you are not entitled to a refund or credit.
3. If we suspend under (b), Services remain suspended until the cause is fixed or Services are canceled. We may refuse future use.
4. Domain transfers requested after cancellation remain subject to Section 12(l) and any outstanding domain-related balances.

22. Consequences of Cancellation

Access ends; back up your data.

1. After cancellation, you will no longer be able to access or use canceled Services; we may deactivate or delete your account.
2. We are not responsible for storing Your Data or Your Content following cancellation. Back up what you need before canceling.
3. We are not liable for any loss resulting from termination of any Service.
4. Reinstatement of Services canceled under Section 21(b) is subject to a then-current reinstatement Fee plus any unpaid balance at cancellation.
5. 22(e) Domain Transfers After Cancellation. Following cancellation, you may request a transfer of any Domain Name we manage for you. Transfers will be processed in accordance with Section 12(l) and after payment of any outstanding Domain-Related charges.

23. Ethical Standards

Anti-corruption compliance.

1. You and your personnel must comply with all applicable anti-corruption laws and not offer or give any improper advantage. Notify us immediately if you become aware of a potential breach. We may suspend and investigate; if a breach is confirmed, we may cancel the Agreement and you must reimburse us for related losses.

24. Contractual Authority

Who can agree to this.

1. You confirm that (i) you have authority to enter into the Agreement on your own behalf and on behalf of the business you represent (if any); and (ii) you are over eighteen (18) years of age.

25. Disputes (Arbitration)

Good-faith negotiation; binding arbitration in Oregon.

We will attempt in good faith to resolve disagreements by negotiation. If unresolved within ten (10) days, any controversy or claim shall be submitted by either party to binding arbitration in Multnomah County, Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. One arbitrator, a licensed attorney with at least ten (10) years’ practice and five (5) years’ technology contract/dispute experience, will decide the matter. The arbitrator may enter any award a judge of the Oregon state courts could enter sitting without a jury, except the arbitrator may not award punitive/treble or other non-compensatory damages. A written decision must issue within thirty (30) days of submission and is final and binding and enforceable in any court having jurisdiction. This Section does not preclude either party from seeking temporary, provisional, or injunctive relief in court.

26. Other Important Terms

Severability, assignment, notices, entire agreement, waivers, governing law, and more.

1. Each paragraph of the Terms operates separately. If any are unlawful or unenforceable, the remaining provisions remain in full force.
2. We may transfer our rights and promises under the Agreement to another organization and will notify you if this happens.
3. The Agreement is between you (and the business you represent, if any) and us. No other person has rights to enforce it.
4. By entering into the Agreement, you personally undertake and assume, jointly and severally with the business you represent (if any), the full performance of the Agreement including payment of amounts due.
5. If we do not enforce our rights or delay in doing so, that does not waive our rights.
6. “Written” or “writing” includes email unless stated otherwise.
7. The Agreement contains the whole agreement and replaces other communications. You acknowledge not relying on statements outside the Agreement. This does not limit liability for fraudulent statements.
8. We are not in a partnership, employment, or joint venture with you. Nothing authorizes you to act as our agent.
9. Both parties waive any rights to participate in class/group/representative proceedings and waive any right to a jury trial.
10. 26(j) Governing Law; Venue for Limited Court Proceedings. This Agreement is governed by Oregon law. Courts located in Oregon have exclusive jurisdiction to (i) enforce arbitral awards, (ii) grant temporary, provisional, or injunctive relief in aid of arbitration, or (iii) decide claims that are expressly non-arbitrable under applicable law. For all other disputes, Section 25 (Arbitration) controls.
11. 26(k) Export Compliance. You represent that you are not located in, and will not use the Services in, any embargoed country and are not a denied or restricted party under U.S. or other applicable sanctions/export laws.
12. 26(l) Survival. Sections 9(f)–(h), 11, 12, 16–20, 22, 23, 25, and 26 survive termination.
13. 26(m) Headings. Headings are for convenience only and do not affect interpretation.

Service Terms Index

Links to specific Service Terms (when published on your site):

• General Terms & Definitions (this page)
• Monthly SEO Terms
• Video Terms
• Website Terms (Standard, Flex, Express)
• Google Ad Terms
• Photography Terms
• Website Maintenance Terms
• Managed Local Listings Terms
• Social Media Management Terms