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, an Oregon limited liability company (Business ID 603119-91), with its principal office at 718 N Main Ave, Gresham, OR 97030. Our email address is hello@cornerstone.studio.

The legal terms and conditions on which we provide and sell 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”).

Together, these documents form the complete agreement between you and Cornerstone (the “Agreement”).

Once you order Services and we accept 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. By signing a proposal, approving an order, paying an invoice, clicking to accept, or otherwise purchasing or using our Services, you agree to be bound by the Agreement.

Our Services and these Terms may change over time. We will notify you of material changes as described in Section 6.

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 website, which may include but is not limited to adding new pages, widgets, custom forms, or sliders.

“Agreement” means the applicable signed proposal, scope of work, order form, Service Description, Service Pricing, Confirmation of Order, Sales Receipt, these Terms, and any Additional Terms, in the order of priority stated in Section 2.

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

“Anniversary Date” refers to the date your Services can first be seen live online, if applicable to the Service.

“Buy-Out Option” applies to clients with Flex websites and refers to the amount required to purchase ownership of the website outright, as specified in the applicable proposal, invoice, or Service Terms.

“Change” means a simple change to your Cornerstone website (as determined by Cornerstone), which may include but is not limited to correcting spelling mistakes, changing font or font color, simple menu changes, or changing colors.

“Client Materials” means all Content, materials, assets, and information you provide to Cornerstone in connection with the Services, including but not limited to photographs, images, videos, logos, graphics, written content, music, trademarks, and any other media.

“Confirmation of Order” means the email, document, webpage, Sales Receipt, invoice confirmation, or other written or electronic communication that we issue to confirm our acceptance of your Order.

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

“Design System” means the visual design, layout, structure, page flow, user interface, user experience, conversion structure, and overall look and feel of a website or digital asset created by Cornerstone.

“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 but not limited to strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic, natural disaster, cyberattack, failure of public or private telecommunications networks, third-party platform outages, registrar or registry issues, or acts of government.

“Fees” means the fees payable by you for the Services, as described in the applicable Service Pricing, proposal, invoice, or order form.

“Flex Budget” means a website pricing structure in which Client pays an initial design fee and then maintains an active Website Maintenance plan in order for the website to remain live. Monthly maintenance fees do not apply toward ownership of the website. Ownership transfers only if the Buy-Out Option is completed.

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

“Laws” means all applicable laws, regulations, rules, orders, codes of practice, and other requirements of governmental or regulatory bodies with authority over the applicable matter.

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

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

“Monthly Recurring Fees” means the fees payable by you on a recurring monthly basis for the Services, as described in the applicable Service Pricing, proposal, or order form.

“Order” means your order for the Services, including any request to use Trial Services or Free Services.

“Our Content” means all Content that we create, publish, license, 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 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 our affiliates.

“Page” refers not only to internally linked content but also to the size of the content. Unless otherwise agreed in writing, the content designed or provided on a page will not exceed approximately one legal-size printout (14″) or about 500 words.

“Personal Data” means any data that relates to an identified or identifiable person.

“Registry” means any of the Domain Name registries or registrars 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 through our website, proposals, or marketing materials, as updated 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 through our website, proposals, invoices, or order forms, as updated from time to time.

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

“Standard Hourly Rate” means one hundred fifty dollars ($150) per hour, which is the standard hourly rate at which Cornerstone bills all work that is not otherwise included in a fixed-fee Service or a monthly allocation. All work outside the scope of a Service, or in excess of a monthly allocation, is billed at the Standard Hourly Rate unless a different rate is expressly stated in a signed proposal or scope of work.

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

“Transaction Data” means order, shipping, appointment, and related customer data that we give or show you in connection with the sale of your own products or services or the submission of appointment requests for your services.

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

“You” and “your” mean both the individual entering into the Agreement and the business, if any, on whose behalf that individual is entering into the Agreement.

“Your Content” means all Content that you or your employees, agents, contractors, or representatives 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, excluding Our Data.

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

2. How the Contract is Made between You and Us

Please take the time to read and check your Order before you submit it to us.

Your Order is accepted, and the Agreement is formed, when Cornerstone issues a Sales Receipt, signed proposal, confirmation email, invoice confirmation, or other written or electronic notice accepting your Order.

If we cannot supply a Service, we will inform you and will not process your Order. If you have already paid for a Service we cannot supply, we will refund the amount paid for that Service as soon as reasonably possible.

Some Services allow upgrades or downgrades. We will try to make such changes effective as soon as reasonably possible, but they may not take effect until the start of a future Service Month or billing cycle.

Priority of Documents: If there is any conflict between parts of the Agreement, the following order of priority applies unless expressly stated otherwise in a signed proposal or scope of work:

1. Signed proposal, scope of work, or order form
2. Sales Receipt or Confirmation of Order
3. Service Terms
4. General Terms
5. Additional Terms
6. Service Description
7. Service Pricing

3. Contract Term

The Agreement begins on the date we send the Confirmation of Order, Sales Receipt, or other acceptance notice (“Start Date”).

If a Minimum Term applies, it will be stated in the applicable Service Terms, proposal, or order form. Otherwise, the Agreement continues on a month-to-month basis from the Start Date until canceled in accordance with the applicable Service Terms or these General Terms.

Each monthly billing period is a “Service Month.” Unless otherwise stated in the applicable Service Terms or proposal, recurring services begin on the Start Date, and the first invoice may be prorated for the partial month from the Start Date through the end of the then-current billing cycle.

4. Our Services

In return for the Fees, we will provide the Services you have purchased in substantial accordance with the applicable Service Description, proposal, or scope of work.

You agree that we may modify, format, or adjust the presentation, placement, or formatting of Your Content if reasonably necessary to provide the Services.

Some Services rely on third parties, including but not limited to Google, Meta, registrars, hosts, or software vendors. We do not control third-party services, and those services may change, restrict access, suspend functionality, or discontinue at any time. Such events are treated as Events Outside Our Control.

Some Services allow or require the use of third-party tools, software, content, or integrations. Your use of those items may be subject to separate third-party terms.

Where a Service involves setting up, administering, managing, or changing accounts, pages, sites, ads, listings, domains, hosting, DNS, integrations, or third-party tools, you authorize Cornerstone to act on your behalf as reasonably necessary to perform the Services. This authority includes making technical changes, publishing content, connecting services, adjusting settings, repointing domains, and communicating with third-party providers or platforms. Such authority is limited to actions reasonably necessary to perform the Services and does not relieve you of responsibility for your business, content, products, services, or third-party accounts.

Some Services require hosting services, registrar services, or other infrastructure provided by third parties. Cornerstone is not responsible for downtime, outages, disruptions, revenue loss, or failures caused by third-party providers, though we will use reasonable efforts to work with those providers to resolve issues.

Accessibility: Unless expressly stated in a signed proposal, Service Description, or scope of work, Cornerstone does not warrant compliance with any specific accessibility standard, including the Americans with Disabilities Act (“ADA”) or the Web Content Accessibility Guidelines (“WCAG”), and has no obligation to remediate third-party content, plugins, integrations, or Client Materials. Cornerstone recommends that Client separately engage accessibility compliance services. By purchasing Services without adding accessibility compliance services, Client expressly declines such services and acknowledges that website accessibility is Client’s sole responsibility.

5. Customer Contact

You may contact us at hello@cornerstone.studio, by phone at 503.660.8920, or by mail at the address listed in the Introduction.

If we need to contact you, we may do so by email, telephone, text message, mail, or any other contact information you provide to us.

6. Changes to the Services or the Terms

We may update these Terms from time to time and will notify you of material changes by email or other reasonable written notice.

We may change, suspend, or discontinue parts of the Services due to legal, regulatory, security, operational, technological, or third-party platform changes. If a change is likely to have a materially adverse effect on an ongoing paid Service, we will provide reasonable notice where practical.

Changes to these Terms will take effect no sooner than fourteen (14) days after notice unless immediate changes are required by law, regulation, security concerns, fraud prevention, or third-party platform requirements.

If you do not agree to a material change that adversely affects an ongoing Service, you may cancel that Service in accordance with Section 21 and any applicable Service Terms.

7. Use of our Websites

Your use of our websites is governed by any applicable website conditions of use or policies posted there.

We may investigate suspected click-fraud, invalid traffic, abuse, or misuse related to the Services. You agree to reasonably cooperate with any such investigation.

8. Fees and Monthly Budgets

We charge Fees and, where applicable, Monthly Budgets as described in the applicable Service Pricing, proposal, invoice, or order form. Recurring Fees and Monthly Budgets are chargeable from the Start Date unless otherwise stated in writing.

Standard Hourly Rate: Except where a different rate is expressly stated in a signed proposal or scope of work, all hourly work performed under the Agreement is billed at the Standard Hourly Rate of one hundred fifty dollars ($150) per hour, billed in fifteen (15) minute increments.

Auto-Renewal; Consumer Disclosures: Recurring Monthly Fees, Monthly Budgets, and any other subscription Services will automatically renew at the end of each Service Month at the then-current pricing until canceled by you in accordance with Section 21 and any applicable Service Terms. By purchasing any auto-renewing Service, you expressly authorize Cornerstone to charge your payment method on file on a recurring basis until you cancel. You may cancel auto-renewal at any time by giving notice in accordance with Section 21 and the applicable Service Terms. We will provide at least thirty (30) days’ written notice of any increase to recurring Fees, Monthly Budgets, or renewal pricing, excluding taxes and third-party pass-through costs unless otherwise stated in the applicable Service Terms.

Recurring Payment Terms: You agree to notify us in writing of any payment account changes or termination of authorization at least fifteen (15) days before the next billing date. For ACH debits, funds may be withdrawn on or after the applicable periodic billing date. If an ACH debit is returned for insufficient funds or otherwise fails, we may reattempt collection within thirty (30) days and may charge a returned payment fee of thirty-five dollars ($35) per failed attempt, to the extent permitted by law.

You are responsible for maintaining a current and valid payment method on file at all times. Failure of an automatic charge, ACH debit, or other authorized payment does not relieve you of your obligation to pay when due.

Fees may be one-time, recurring, transaction-based, usage-based, or otherwise structured as described in the applicable proposal, invoice, or Service Terms.

All Fees exclude applicable taxes unless expressly stated otherwise. Applicable taxes will be added where required.

Monthly Budget: Where a Service includes a Monthly Budget, that budget will be applied as described in the applicable Service Terms, proposal, or order form. Unless expressly stated otherwise, unused portions of a Monthly Budget do not create cash value and may not be refunded. For services based on clicks, impressions, or platform-reported activity, our internal reporting and platform reporting will be treated as definitive absent obvious error.

9. How to Pay

When you submit your Order, you must provide the requested payment information, which may include credit card, debit card, ACH, U.S. bank account, PayPal, or other approved payment methods.

You authorize us to validate, charge, debit, or otherwise process payment using the payment method you provide for all amounts payable under the Agreement.

You must pay all amounts when due. We may process payment using the payment method on file until all outstanding balances are paid.

If you do not pay when due:

1. We may charge interest on overdue amounts at the lesser of 1.5% per month or the highest rate allowed by law, accruing daily from the due date until paid.
2. We may suspend or terminate any or all Services and your access to them.
3. We may offset amounts you owe us against amounts we otherwise owe you, if any.

Effect of Non-Payment: If any amount is past due, Cornerstone may suspend or terminate Services and withhold access to or delivery of any Service outputs, including websites, files, backups, written copy, creative assets, campaign assets, credentials, administrative access, or other deliverables, until payment is received in full, except to the extent otherwise required under Section 12(l) regarding Domain Name transfers.

Chargebacks: You agree not to initiate a chargeback or payment dispute before giving Cornerstone a reasonable opportunity, not less than ten (10) business days, to investigate and attempt to resolve the matter.

Collections Costs: You will reimburse Cornerstone for reasonable costs of collection, including attorneys’ fees and costs, relating to undisputed past-due amounts.

Partial-Work Refunds for Pre-Start Cancellations: Notwithstanding any “non-refundable” language in the applicable Service Terms, if you cancel a Service in writing before Cornerstone has begun any substantive work on it, Cornerstone will refund amounts paid for that Service, less any reasonable non-refundable third-party costs incurred on your behalf (such as stock media licenses, platform fees, or domain registration fees). Once substantive work has begun, refunds and credits are governed exclusively by the applicable Service Terms.

10. Service Availability and Security

The Services may occasionally be unavailable, interrupted, delayed, or contain errors for many reasons, including Events Outside Our Control.

We do not guarantee continuous, uninterrupted, or error-free Services, nor do we guarantee that all errors will be corrected.

Please notify us promptly if you become aware of any issue so that we may attempt to address it.

We may temporarily suspend Services for maintenance, security, inactivity, fraud prevention, legal compliance, or as required by an authority or third-party provider.

No data transmitted or stored online is 100% secure. Except as expressly required by law, we are not responsible for security breaches, unauthorized access, or losses resulting from events beyond our reasonable control.

You are responsible for maintaining your own copies and backups of Your Content and Your Data unless the applicable Service Terms expressly state otherwise.

No SLA: Unless an express service level agreement is attached to your proposal, order form, or scope of work, no uptime, response time, or performance SLA applies.

11. Your Use of the Services

You and your authorized personnel may use the Services only for your normal internal business purposes and only as permitted by the Agreement. You may not resell, sublicense, assign, or transfer the Services unless we expressly agree in writing.

You are responsible for obtaining and maintaining your own internet access, equipment, and systems needed to use the Services.

You must provide Your Content and Your Data when reasonably requested for us to perform the Services.

You must use the Services in compliance with applicable Laws and must not ask us or any third party to act unlawfully on your behalf.

You must comply with relevant third-party rules, policies, and requirements, including those of advertising platforms, registrars, hosts, and software providers used in connection with the Services.

If your use is excessive or materially impacts our systems, staff, or service delivery, we may ask you to reduce usage or may limit or suspend access.

You must follow our reasonable written security and access requirements and safeguard all passwords, access codes, credentials, and authentication information.

You must notify us immediately of any unauthorized use, security incident, or breach affecting your use of the Services or our systems.

You are responsible for Your Taxes.

We do not endorse your products, services, statements, advertisements, or business practices.

You are responsible for completing any maintenance, approvals, renewals, or other actions that the Services require from you.

You are responsible for all use of the Services by you and your employees, agents, contractors, and representatives.

We may provide public ratings, feedback tools, or testimonials related to our Services unless you opt out in writing.

We may sign you out for extended inactivity and may modify settings or technical configurations without notice where reasonably necessary to operate or secure the Services.

Prohibited Uses: You will not:

1. Tamper with, probe, test, or gain unauthorized access to the Services or our systems;
2. Use automated means to scrape, monitor, or interfere with the Services without our written permission;
3. Reverse engineer, decompile, disassemble, or attempt to derive source code except where prohibited by law;
4. Transmit malware, malicious code, spyware, or harmful material;
5. Disrupt or degrade the performance or security of the Services;
6. Disable licensing, usage limits, or technical protections;
7. Copy, distribute, exploit, or create derivative works from Our Content except as expressly permitted;
8. Remove ownership notices or proprietary legends;
9. Use the Services deceptively, fraudulently, abusively, or unethically;
10. Use the Services in any manner not allowed under the Agreement;
11. Access the Services through unapproved means;
12. Consume disproportionate resources or interfere with other users or customers;
13. Harvest data, identifiers, or information without authorization;
14. Use unauthorized internet accounts or credentials;
15. Monitor data or traffic on any network without authorization;
16. Sub-license, assign, rent, or resell the Services.

Your Promises to Us: You represent and warrant that you have and will maintain all permissions, rights, licenses, and authority necessary for us to use Your Content and Your Data in connection with the Services and that Your Content and Your Data:

1. Are accurate and not misleading to the extent required for the Services;
2. Are in an approved or usable format where needed;
3. Do not infringe any third-party rights;
4. Are not defamatory, fraudulent, obscene, threatening, harassing, discriminatory, unlawful, or otherwise improper;
5. Are not altered to disguise origin in a deceptive or unlawful way;
6. Do not contain malware or harmful code;
7. Do not create safety risks or interfere with lawful investigations;
8. Comply with any applicable advertising, platform, or content policy.

Client-Provided Materials; Copyright and Licensing Responsibility: You are solely responsible for all Client Materials you provide to Cornerstone in connection with the Services.

You represent and warrant that you own or have obtained all necessary rights, licenses, permissions, and consents to use, reproduce, modify, display, publish, and distribute all Client Materials in connection with the Services and any resulting website, advertisement, or deliverable.

Cornerstone does not independently verify ownership, licensing, or usage rights of Client Materials and relies entirely on your representations. You acknowledge that any Client Materials you provide may be subject to copyright, trademark, or other intellectual property protections, and you accept full responsibility for ensuring compliance with all applicable laws and licensing requirements.

Cornerstone has no obligation to remove, replace, or remediate Client Materials unless separately agreed in writing, and any such work may be subject to additional Fees billed at the Standard Hourly Rate.

To the fullest extent permitted by law, Cornerstone will not be liable for any claims, damages, losses, penalties, or expenses arising out of or related to Client Materials, including but not limited to claims of copyright infringement, trademark infringement, licensing violations, or unauthorized use.

You will defend, indemnify, and hold harmless Cornerstone and its Representatives from and against any third-party claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Client Materials or your failure to obtain proper rights or licenses.

We are not obligated to publish, display, or continue publishing any Your Content or Your Data. We may remove, reject, suspend, or modify it if we reasonably believe it violates the Agreement, any third-party rule, or applicable law.

You are solely responsible for Your Content, Your Data, and your products, services, claims, offers, and business practices.

You will not knowingly make false or misleading statements about Cornerstone, Our Representatives, or the Services.

Indemnification by You: You will defend, indemnify, and hold harmless Cornerstone and Our Representatives from and against any third-party claims, damages, liabilities, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (i) Your Content or Your Data; (ii) your products, services, advertisements, or business practices; (iii) your violation of applicable law; or (iv) your breach of this Agreement.

12. Domain Names

The Registry may reject applications for Domain Names. We do not guarantee that an application will be accepted.

If your preferred Domain Name is not available, we may offer an alternative or refund amounts paid specifically for that unavailable Domain Name.

We do not guarantee the availability or registrability of any preferred Domain Name. Actions you take before official registration are at your own risk.

You must promptly inform both us and the applicable Registry of any changes to your registered details or any actual or potential claims connected to the Domain Name.

We may automatically renew a Domain Name each year unless you cancel the Domain Name or the Service that includes it, or unless the Domain Name is sold or transferred.

The applicable Service Terms or proposal will state who owns the Domain Name and who is responsible for renewal fees. Renewal pricing may change from time to time.

We are not liable for any loss resulting from your failure to renew a Domain Name after cancellation, sale, transfer, non-payment, or expiration.

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.

If a Domain Name is to be transferred from one Registry, registrar, or provider to another, you will provide any assistance reasonably required for the transfer.

When we provide a Domain Name, we may act as a reseller of a third-party registrar or provider. You must comply with all applicable registrar, Registry, and ICANN requirements.

We recommend that you review ICANN’s registrant rights and responsibilities and related educational materials.

(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 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 Domain-Related Services, such as website design, hosting, maintenance, marketing, or other non-domain invoices. However, Cornerstone may suspend or withhold other deliverables, including websites, backups, files, creative assets, 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.

13. Trial Services

“Trial Services” are Services we make available free of charge or on a trial basis. Additional limitations may apply as described in the applicable Service Description.

Trial Services are provided at your own risk and may be modified or discontinued at any time.

14. Beta Services

We may invite you to test Services or features designated as beta, preview, pilot, early access, or similar. Beta Services are provided “as is,” may be suspended or discontinued at any time, and are excluded from support commitments, warranties, service levels, credits, and guarantees.

15. Free Services

Where we provide Services free of charge, other than Trial Services or Beta Services, those Services are “Free Services.”

The applicable Service Description may set additional terms for Free Services.

Free Services are provided “as is.” We make no warranties of any kind and are not liable for any loss, corruption, or unavailability of Your Data or Your Content in connection with Free Services. You use them at your own risk.

We may change or withdraw Free Services at any time.

Except as otherwise stated, these Terms apply to Free Services, except that Sections 4(b), 8, and 9 do not apply to Free Services.

Feedback: In exchange for Free Services, you agree to reasonably participate in feedback requests, case studies, or brief market research during the Free Service period. Cornerstone may use your feedback in its marketing with your prior written approval (which may be provided by email).

16. Intellectual Property Rights

Cornerstone owns, or is legally entitled to use, all Intellectual Property Rights in the Services, including software, systems, methods, processes, templates, and Our Content. We may collect information about your use of the Services, and when aggregated or de-identified, that information belongs to Cornerstone.

Ownership, transfer, and usage rights for any deliverables created by Cornerstone, including websites, advertising campaigns, written copy, creative assets, and related materials, are governed by the applicable Service Terms and any signed proposal or scope of work. Unless expressly transferred in writing after full payment of all applicable Fees, Cornerstone retains all Intellectual Property Rights in such deliverables.

You represent that you own or are entitled to use all Intellectual Property Rights in Your Content. We may notify third parties if we reasonably believe rights in Your Content belong to them.

Limited IP Indemnity by Cornerstone: Cornerstone will defend and indemnify you from third-party claims alleging that Our Content, excluding Your Content, Client Materials, and any third-party materials you request or require us to use, infringes a U.S. copyright or trademark, up to the liability cap in Section 20(e), provided that you promptly notify us and allow us sole control of the defense and settlement. Our remedies may include modification, replacement, removal, or a refund of Fees paid for the impacted deliverable in the six (6) months preceding the claim. This is your exclusive remedy for such claims.

17. Rights Granted by You to Us

You grant us a worldwide, non-exclusive, sublicensable license to access, use, copy, store, modify, publish, display, and transmit Your Content and Your Data as reasonably necessary to provide the Services, operate our business, enforce this Agreement, and, unless you opt out in writing, showcase completed work in our portfolio, case studies, marketing, and promotional materials.

If you request that we scrape, reuse, migrate, or import content from your existing website or systems, you represent that you have all rights and permissions necessary for us to do so. We are not liable for third-party claims arising from scraped, imported, or reused content you instruct us to use.

We may transfer or assign the rights granted under this Section to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of our business or assets.

18. Data and Privacy

You own Your Data and are solely responsible for its legality, integrity, accuracy, quality, and lawful collection and use.

You will ensure that all use of the Services by you and your personnel complies with applicable privacy, data protection, and consumer protection laws.

We own Our Data and may use it in accordance with our Privacy Policy and applicable law, including after cancellation.

Data Processing Addendum: If you provide Personal Data subject to laws such as the GDPR, CCPA, CPRA, or similar applicable data protection laws, and Cornerstone acts as a processor or service provider, the parties will enter into Cornerstone’s standard Data Processing Addendum (“DPA”), which is available on request at hello@cornerstone.studio and is incorporated into this Agreement by reference where applicable. If the parties sign a separate DPA, that DPA will control over any conflicting terms in this Agreement with respect to the processing of Personal Data.

19. Confidentiality

You may receive non-public, confidential, or proprietary information from us in connection with the Services (“Confidential Information”). You must keep that information confidential and restrict access to those who need it to perform obligations under the Agreement.

This does not apply to information that is publicly available without breach, already lawfully known to you, or lawfully obtained from another source without confidentiality restrictions.

You must promptly notify us of any unauthorized use or disclosure of our Confidential Information.

20. Our Liability to You

Nothing in the Agreement limits or excludes liability for fraud, willful misconduct, or death or personal injury caused by negligence where such liability cannot lawfully be excluded.

Except as stated above, neither Cornerstone nor Our Representatives will be liable for: (i) loss of profits, sales, revenue, or business; (ii) loss or corruption of data; (iii) loss of business opportunity; (iv) loss of expected savings; (v) loss of goodwill; or (vi) any indirect, incidental, special, consequential, punitive, or unforeseeable damages.

We are liable only for losses that were reasonably foreseeable at the time the Agreement was formed and only to the extent directly caused by our breach of the Agreement.

We are not liable for Trial Services, Beta Services, or Free Services except to the extent liability cannot legally be excluded.

Liability Cap: Except as provided in this Section 20, Cornerstone’s total aggregate liability arising out of or relating to a specific Service will not exceed the total amount paid by you to Cornerstone for that specific Service during the six (6) months immediately preceding the event giving rise to the claim. Where an applicable Service Terms schedule expressly states a different aggregate liability cap for a specific Service, that Service-specific cap will control for claims arising out of that Service.

Except as expressly set out in the Agreement, no other warranties, representations, guarantees, service levels, or promises are made regarding the Services.

21. Your Cancellation and Refund/Credit Rights

Cancellation by You: Cancellation rights, notice periods, buyout rights, and any applicable refund or credit rights are governed first by the applicable Service Terms and any signed proposal or scope of work. If no Service Terms specify otherwise, either party may cancel a month-to-month Service on thirty (30) days’ written notice.

If a Service is subject to a Minimum Term, you may cancel effective at the end of that Minimum Term unless the Service Terms or proposal expressly permit earlier cancellation.

Cancellation or Suspension by Us: We may cancel or suspend any Service at any time for reasons including non-payment, unlawful or infringing use, complaints or claims, click-fraud, breach of Sections 11 or 23, any other material breach not cured within thirty (30) days after notice where cure is possible, insolvency, fraud risk, or conduct that creates legal, reputational, operational, or security risk for Cornerstone or others. If we cancel under this subsection, you are not entitled to a refund or credit unless required by applicable law or expressly stated in the Service Terms.

If we suspend a Service, it may remain suspended until the cause is corrected, the Service is canceled, or we determine reinstatement is not appropriate.

Extended Force Majeure: If an Event Outside Our Control materially prevents performance of a Service for more than sixty (60) consecutive days, either party may terminate that affected Service on written notice, and Cornerstone will refund any pre-paid Fees for Services that were not performed as a result of the Event Outside Our Control.

Domain transfers requested after cancellation remain subject to Section 12(l) and any outstanding Domain-Related balances.

22. Consequences of Cancellation

After cancellation, you will no longer be able to access or use the canceled Services, and we may deactivate, disable, or delete your account or related Service components.

Data Retention After Cancellation: Unless a longer retention period is expressly stated in the applicable Service Terms, Cornerstone will retain a copy of website files, creative assets, campaigns, and related backups for ninety (90) days following cancellation, after which those items may be permanently deleted without further notice. Retention after ninety (90) days is not guaranteed and is subject to availability. You are responsible for backing up or copying anything you wish to retain before cancellation.

Transition Deliverables: Upon cancellation and confirmation that your Account is in Good Standing and all undisputed balances are paid, Cornerstone will, upon written request: (i) provide a single website backup file in the standard backup format generated by Cornerstone’s then-current hosting provider; (ii) provide copies of final logo files and final written copy documents created specifically for Client; and (iii) facilitate transfer of Domain Names subject to Section 12(l). Cornerstone is not required to provide website exports in any other format (including but not limited to standalone WordPress exports, database dumps, source code archives, dev environments, or staging copies), nor is Cornerstone required to provide working files, source files, design files, intermediate drafts, proprietary systems, internal processes, templates, or any deliverables for which ownership has not transferred under the applicable Service Terms.

Removal of Cornerstone Access: Following cancellation, Client is solely responsible for removing Cornerstone’s administrative access from all third-party platforms, accounts, or services owned by Client, including but not limited to hosting accounts, content management systems, domain registrars, Google Workspace, Google Ads, Google Business Profile, Meta/Facebook, analytics platforms, social media accounts, and any other platforms or services to which Cornerstone was granted access during the Services. Cornerstone has no obligation to remove its own access from such platforms and is not responsible for any consequences arising from Client’s failure to do so. Upon written request, Cornerstone may, at its discretion, identify accounts where it retains administrative access; however, the obligation to remove that access remains with Client.

We are not liable for any loss resulting from cancellation, suspension, expiration, deactivation, deletion, or termination of any Service.

Reinstatement of Services canceled or suspended due to your breach or non-payment is subject to then-current reinstatement terms, any unpaid balances, and any applicable restoration or repair fees billed at the Standard Hourly Rate.

Domain Transfers After Cancellation: Following cancellation, you may request transfer of any Domain Name we manage for you. Transfers will be processed in accordance with Section 12(l) after payment of any outstanding Domain-Related charges.

23. Ethical Standards

You and your personnel must comply with all applicable anti-corruption, anti-bribery, and similar laws. You must not offer, promise, authorize, or provide any improper payment, kickback, or thing of value in connection with the Services.

You must notify us immediately if you become aware of a potential breach of this Section.

We may suspend Services and investigate suspected breaches. If a breach is confirmed, we may terminate the Agreement, and you will reimburse us for resulting losses, liabilities, costs, and expenses.

24. Contractual Authority

You represent and warrant that: (i) you have authority to enter into the Agreement on your own behalf and on behalf of any business you represent; and (ii) you are at least eighteen (18) years old.

25. Disputes (Arbitration)

The parties will first attempt in good faith to resolve any dispute by informal negotiation.

If a dispute is not resolved within ten (10) days after written notice of the dispute, either party may submit the matter to binding arbitration in Multnomah County, Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

The arbitration will be decided by one arbitrator who is a licensed attorney with at least five (5) years of relevant experience in commercial, technology, or contract disputes. If the parties cannot agree on an arbitrator within thirty (30) days of the demand for arbitration, the AAA will appoint one in accordance with its Commercial Arbitration Rules.

The arbitrator may grant any remedy that a judge of an Oregon state court could grant sitting without a jury, except that the arbitrator may not award punitive, treble, or other non-compensatory damages unless such damages cannot lawfully be waived.

The arbitrator’s written decision will be final and binding and may be entered in any court of competent jurisdiction.

This Section does not prevent either party from seeking temporary, provisional, or injunctive relief in court, including relief to protect confidential information, intellectual property, or other rights pending arbitration.

The prevailing party in any arbitration or court proceeding arising out of or relating to the Agreement will be entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by law.

26. Other Important Terms

Each provision of the Agreement operates separately. If any provision is unlawful or unenforceable, the remaining provisions remain in full force and effect.

We may transfer or assign our rights and obligations under the Agreement to another person or entity, including in connection with a merger, acquisition, reorganization, or sale of assets, and we will provide notice where required by law.

The Agreement is between you and Cornerstone only. No other person or entity has any right to enforce it, except as expressly stated otherwise.

By entering into the Agreement, you personally undertake and assume, jointly and severally with any business you represent, the full performance of the Agreement, including payment of all amounts due.

If we do not enforce a right immediately, or delay in enforcing it, that does not waive the right.

“Written” or “writing” includes email and other electronic communications unless the Agreement expressly states otherwise.

The Agreement contains the entire agreement between the parties and supersedes all prior or contemporaneous proposals, understandings, representations, and communications on the same subject matter, except for any fraud or fraudulent misrepresentation.

Nothing in the Agreement creates a partnership, employment, franchise, fiduciary, or joint venture relationship between you and Cornerstone. Except as expressly stated, nothing authorizes either party to act as agent for the other.

To the fullest extent permitted by law, both parties waive any right to participate in any class, collective, group, or representative action and waive any right to a jury trial for any dispute arising out of or relating to the Agreement.

Governing Law; Venue for Limited Court Proceedings: The Agreement is governed by the laws of the State of Oregon, without regard to conflict of laws principles. Courts located in Oregon will 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.

Export Compliance: You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed country and are not a denied or restricted party under applicable sanctions or export control laws.

Third-Party Licenses and Costs: Certain Services may require third-party licenses, subscriptions, or paid assets (e.g., premium plugins, themes, fonts, stock media, software subscriptions, hosting fees, or platform fees). Unless expressly included in a signed proposal, all such third-party costs are the responsibility of Client and, if paid by Cornerstone on Client’s behalf, will be passed through at cost plus any reasonable handling fee disclosed in writing. Third-party licenses held in Cornerstone’s name are not transferable unless the third party’s terms permit transfer; where transfer is not permitted, Client is responsible for obtaining its own license following cancellation or buy-out.

Survival: Sections 9, 11, 12, 16 through 20, 22, 23, 25, and 26 survive expiration or termination of the Agreement, together with any other provisions that by their nature should survive.

Electronic Acceptance: Electronic signatures, electronic acceptances, email approvals, and payment of an invoice referencing the Agreement will be treated as valid and binding acceptance of the Agreement to the same extent as a physical signature.

Headings: Headings are for convenience only and do not affect interpretation.

Service Terms Index

• General Terms & Definitions (this page)
• SEO Terms
• Video Terms
• Website Terms (Standard and Flex)
• Google Ads Terms
• Photography Terms
• Website Maintenance Terms
• Managed Local Listings Terms
• Social Media Management Terms