Cornerstone Master Service Terms

Version 1.2 — October 14, 2026

These Master Service Terms govern business services provided by CORNERSTONE INTELLIGENCE CO. LLC ("Cornerstone," "we," or "us"), to the business identified in an accepted Service Order ("Customer" or "you"). They apply only when that Service Order expressly incorporates this version. The Service Order and these Terms together are the "Agreement."

1. Agreement and authority

1.1 Acceptance. The Agreement becomes effective when both parties sign the Service Order or otherwise expressly accept that identified Service Order and this version in a recorded electronic process. Cornerstone must sign or otherwise record its acceptance of the completed Order before presenting it for Customer signature and initial payment. We will make a retainable copy available before acceptance. Service performance and the initial-term clock are subject to the signed-and-paid requirements in Sections 4.2 and 12.2; acceptance is not backdated. Merely visiting a website, asking a question, or receiving a proposal does not accept these Terms or authorize recurring charges.

1.2 Business customers and representatives. The services are for business use. Each person accepting for an organization represents that they have authority to bind it. The contracting parties are Cornerstone and the named Customer. A person signing solely as an authorized representative does not give a personal guarantee. This provision does not eliminate responsibilities that applicable law independently imposes on a person.

1.3 Order of precedence. Mandatory law controls. A separately signed data-protection or security addendum controls its subject matter. Next come a mutually accepted amendment, the applicable Service Order, and these Terms. An Order or amendment overrides these Terms only where it identifies the affected provision and expressly states the change. The advance-payment condition in Section 4.2 and recording safeguards in Section 6.3 are mandatory service policies and cannot be waived through an Order. Third-party terms govern the relevant third-party product but do not silently change the obligations between Customer and Cornerstone. Marketing copy, a purchase-order form, and an unaccepted proposal do not amend the Agreement.

1.4 Existing agreements. These Terms do not replace, amend, reprice, renew, or otherwise change a previously signed agreement unless both parties expressly agree in a written amendment identifying that agreement. A new Order for additional work does not amend existing services unless it expressly says so.

1.5 Version control. Website updates do not change an accepted Agreement. A new version applies only after both parties expressly agree to use it for an identified Order or renewal. Save the accepted Order, Terms, addenda, and any later amendments together.

1.6 Acceptance of new business. Subject to applicable law, Cornerstone may decide whether to offer or accept proposed new work based on legitimate business considerations, including available capacity, scope, technical feasibility, agreed payment arrangements, and the ability to work through the agreed service process. An inquiry or proposal does not require us to enter an Agreement. This provision does not undo a binding acceptance or authorize withdrawal from an existing Agreement outside its terms. We will not refuse service for an unlawful discriminatory or retaliatory reason. Any decision concerning an existing service remains subject to Sections 12–14 and applicable law.

2. Services and scope

2.1 Ordered services only. We provide the services and deliverables selected in the Service Order. These may include managed business phones, CRM implementation and management, AI-assisted reception or workflows, Google Business Profile management, paid advertising management, websites, workshops, training, business advisory work, and fractional general-management services. Nothing is included merely because it appears in our service catalog.

2.2 Written operating details. The Order identifies the scope, deliverables, accounts and numbers, implementation responsibilities, prices, billing dates, included support, usage rates or allowances, material third-party dependencies, and any service-specific limitations. It also identifies the agreed retention and offboarding arrangements. An unlimited allowance, continuous monitoring, guaranteed response time, guaranteed uptime, backup service, or particular retention period exists only if expressly written in the Order. References to monitoring describe the stated review activity and do not promise uninterrupted surveillance.

2.3 Changes. Either party may request a change. We will identify the changed scope, price, dependencies, and timing. No additional chargeable work or changed recurring fee is authorized until the Customer's designated approver accepts it in writing. Routine corrections within agreed scope do not require a change order. Support is defined by the tasks, quantities, and frequency written in the Order, not by an implied monthly bank of hours. Work outside those tasks requires an approved scope and price. Necessary short-term protective actions under Section 13 do not authorize new fees.

2.4 Schedule and customer dependencies. We will perform with reasonable care and skill. Dates depend on timely Customer access, content, approvals, lawful instructions, and third-party cooperation. We will communicate material delays and revised delivery estimates. Customer-caused delays in access, materials, or approvals do not pause or reset the signed-and-paid initial term, suspend its scheduled fees, or authorize unquoted charges. This does not excuse a delay or defect caused by Cornerstone or reduce Customer's express breach, correction, or refund rights. A change to the contractual term requires an express written amendment; revised delivery estimates alone do not change it.

2.5 Delivery and correction. The Order identifies any acceptance criteria and review period. Customer should promptly describe a material failure to meet them. We will investigate and correct our in-scope setup or configuration mistakes as warranty work, without an additional fee or deduction from the Customer's agreed support-task allowance. This correction obligation does not turn a new feature, Customer-requested redesign, or a third-party change into included work; scope and cause must be assessed fairly. Silence alone does not accept an unapproved scope change or waive a defect. If we cannot correct a material failure within a reasonable period after notice, Customer may use the termination rights in Section 13. New preferences or new work are handled under Section 2.3.

2.6 Support channels and availability. The Order identifies the available support channels, support hours and time zone, authorized Customer contacts, and escalation route. Customer will submit routine requests through those channels and include the affected service, issue, business impact, and reasonably available supporting information. Unless expressly included in the Order, the services do not include on-demand access to a particular individual, unscheduled calls or meetings, personal-number support, or continuous availability. Telephone support, appointments, and callbacks are provided as stated in the Order or separately arranged. If a designated channel is unavailable, Customer may report the issue to info@cornerintel.com. We will provide reasonable communication accommodations required by law. These procedures do not reduce included support or change cancellation, dispute, or legal-notice rights under Sections 4.6, 12.6, 17, and 18.1.

2.7 Case handling and priority. Requests may be logged and managed as support cases. Customer should keep updates for the same issue in the existing case when reasonably possible. We may consolidate duplicate requests without disregarding new information or restarting an expressly agreed response period. Routine work is scheduled with regard to receipt time, business impact, urgency, dependencies, available resources, and the commitments in the Order; strict first-in-first-out handling is not guaranteed. Suspected security incidents and material service outages may receive priority over routine changes. Repeated calls, messages, or duplicate submissions do not by themselves increase priority. Customer should promptly report a material change in impact through the stated escalation route. A receipt acknowledgment is not a commitment to a particular response or resolution time. All expressly agreed service commitments remain in effect, and these procedures do not excuse unreasonable delay or failure to perform the agreed work.

2.8 Automated intake where available. If made available for the agreed support process, automated or AI-assisted tools may help receive, summarize, classify, acknowledge, or route requests. This provision does not represent that such a system is currently installed or promise its availability. Automated outputs may be inaccurate; Customer may request human review through the identified support or escalation contact. An automated acknowledgment or classification does not approve additional fees, change the Agreement, or promise a particular outcome or completion time. Applicable recording safeguards, AI-use controls, confidentiality, data-protection requirements, provider disclosures, and required approvals under Sections 6.3, 8, and 10 continue to apply. This provision does not authorize optional model training with Customer Data or the submission of restricted data outside an approved secure process.

2.9 Non-exclusivity. Services are non-exclusive. Cornerstone may serve other businesses, including Customer's competitors, while continuing to protect each customer's confidential information and Customer Data under Section 10. Working for another business does not authorize disclosure or misuse of Customer's information. No service package, quote, or ordinary Service Order grants market exclusivity.

Any future exception requires a separate written agreement signed by both parties and subject to applicable law. It must precisely identify the covered service; the geographic area and its boundaries or radius measurement; the business category and definition of a same-trade competitor in that area; whether coverage depends on business location, service area, advertising targets, or another defined connection; the effective start and duration tied to the identified active Order; and any expressly accepted exceptions. Before accepting such an agreement, Cornerstone must review existing customer commitments and disclose any conflict or necessary exception for Customer's express written acceptance without disclosing another customer's protected information. No exception silently requires terminating another customer's agreement.

Any expressly agreed exception ends when the identified Order or covered service actually ends, whichever occurs first. A notice of future cancellation does not end it before that effective end date. Confidentiality obligations continue as the Agreement requires. This clause does not offer an exclusivity product, establish an add-on price, or authorize an exclusivity quote.

3. Customer cooperation and permitted use

Customer will designate an authorized contact; provide accurate business information and materials it has the right to use; maintain access to the systems and accounts it controls; approve customer-facing content and configurations; and protect its users' credentials. Customer remains responsible for its business decisions, employee supervision, customer relationships, and the lawfulness of its instructions and supplied data.

Neither party may use the services for fraud, unlawful surveillance, impersonation, spam, unlawful discrimination, malicious activity, or violations of others' rights. Customer must not introduce payment-card security codes, passwords, government identifiers, protected health information, children's information, or other specially regulated data into an ordinary workflow unless the parties first approve the necessary secure process and legally required agreements. This restriction does not prohibit ordinary business contact information used lawfully within scope.

Each party remains responsible for its own conduct. Customer's responsibilities do not excuse our failure to follow approved settings or perform our obligations.

Professional conduct and communication boundaries. Each party will require its personnel and representatives acting under this Agreement to communicate without threats of violence, discriminatory or sexual harassment, intimidation, or sustained personally abusive conduct that materially interferes with the work. Repeated unwanted contact through personal or nondesignated channels after a written request to use a reasonably available designated channel may also violate this requirement when it materially disrupts service or personnel. The requirement concerns actual conduct, not a protected characteristic, a need for reasonable accommodation, or a mere disagreement about performance.

To address such conduct, we may end an abusive interaction and reasonably require a designated contact, written communications, scheduled calls, or another proportionate arrangement that preserves a usable support and escalation route and any legally required accommodation. Where practical, we will explain the conduct at issue and the requested correction in writing. Correctable material breaches remain subject to Section 13.1; protective suspension and immediate termination remain limited to the grounds in Sections 13.2 and 13.3. Ending one interaction does not itself end the services or authorize deleting data, releasing a number, or withholding an account. We may instead use the orderly convenience-termination procedure in Section 12.7 where lawful.

Protected complaints and rights. A good-faith complaint or billing dispute, an honest review, reasonable follow-up about an unresolved issue, a request for accommodation, a report to a regulator, or the lawful exercise of a contractual or statutory right does not by itself constitute abuse or a breach. We will not use client-selection, communication, suspension, or termination provisions to penalize or retaliate for those activities. These protections do not authorize threats, unlawful conduct, or an independently established material breach. Nothing in these provisions waives a nonwaivable right or permits unlawful discrimination.

4. Fees and payment

4.1 Prices and currency. Only the prices in the accepted Order or change order apply. All amounts are in US dollars unless the Order states another currency. Website prices are not an amendment to an existing account. Each purchased service is individually priced in the Order, and the combined monthly service total is the sum of the agreed monthly line items. Combining services does not create a bundle discount. Setup and other one-time fees are shown separately. Recurring management, third-party subscriptions, telecommunications usage, messaging registration, advertising spend, and other pass-through costs must be separately identified as applicable. Customer-direct advertising spend follows Section 9.6 and is not part of our management fee.

4.2 Initial payment and billing. No setup, implementation, or managed-service work begins until Customer has signed the completed Order and Cornerstone has successfully received the full agreed setup fee, net of any expressly approved written discount or waiver, and every management installment payable for the initial service period. An attempted payment, invoice, saved card, or uncompleted authorization is not payment. This advance-payment condition is mandatory. Where the agreed AI plan has a $0 management fee for its first 30-day period, no $297 management installment is collected early merely to satisfy this condition; its full agreed setup fee and any other selected product's applicable first installment must be paid. For a one-time project without a setup fee or recurring installment, the Order must state an initial project payment that must be received before work begins; a blank field does not authorize unpaid work.

The Order states the required initial amount, installment service periods, later invoice and due dates, and monthly renewal date. Initial payments must be received before work starts even though other invoices have payment terms. Unless the Order states another schedule, later invoiced amounts are due 15 calendar days after the invoice date. We will provide an itemized invoice or equivalent billing record identifying service periods, recurring fees, one-time charges, metered usage periods and charges, credits, taxes, and any lawful late charges. An initial payment earns fees only as provided in the Agreement; advance payment does not make unperformed work automatically nonrefundable.

4.3 Usage and spending authority. Metered services require an agreed rate, allowance or pricing formula and an agreed approval process before activation. We will not infer authority for unrestricted variable spending. An estimate or alert is not a technical hard cap; the Order must identify any enforceable cap, reporting delay, and what happens when a threshold is reached. Unless expressly included, provider usage, carrier charges, messaging fees, taxes, and similar costs are additional only as described and authorized in the Order.

4.4 Payment authorization. A payment method on file is not blanket permission to charge it. Any automatic-payment authorization must identify the payment method by a non-sensitive reference, covered charges, amount or agreed formula and limit, schedule, and how to revoke authorization. Variable charges, catch-up balances, and new services may be automatically charged only if the authorization expressly covers them. Otherwise we invoice them for payment. Revoking automatic payment does not cancel the services or erase valid charges; Customer may use the agreed cancellation process and arrange another payment method.

4.5 Taxes. Customer is responsible for sales, use, telecommunications, and similar transaction taxes that are properly chargeable on its services, excluding taxes on our net income. We will separately identify taxes and regulatory charges where required and will not label our own administrative fee as a government charge. Tax treatment depends on the actual service, location, and applicable law; no general vendor statement establishes an exemption for every Customer or service.

4.6 Billing disputes. Tell us promptly, preferably within 30 calendar days after the billing record, which charge is disputed and why. We will investigate in good faith and provide available supporting detail. Customer must pay undisputed amounts when due. We will not suspend service solely for a specifically identified charge disputed in good faith while the parties reasonably cooperate to resolve it. This process does not waive a statutory right or make a billing error valid merely because 30 days passed.

4.7 Late charges. A valid amount remaining unpaid after its due date is subject to a late charge at the lower of the agreed rate or the maximum permitted by applicable law. The stated business rate is 1.5% per month, implemented as an 18% nominal annual simple-interest rate with daily proration using the actual overdue days and 365 days in a common year or 366 in a leap year. Because days per month vary, a daily-calculated calendar month's charge will not always equal exactly 1.5% of the balance. The lawful lower limit controls the actual charge.

Charges are noncompounding and assessed only on overdue principal. We will not charge interest on prior late charges or use another fee to exceed an applicable aggregate interest or charge limit. Any excess or charge attributable to an incorrect principal amount will be credited or refunded. The invoice will identify the balance, accrual dates, applicable rate, and amount. Accrual begins the day after the payment due date; it is separate from the 10-day written-notice cure required before ordinary payment suspension. Applicable law may require a lower rate or bar a charge despite this stated business default.

4.8 Payment methods and property. No debit-card or prepaid-card surcharge applies. This Agreement creates no payment-processing surcharge; any proposed eligible-credit-card fee requires a separately accepted, legally compliant arrangement before it may be charged. This Agreement grants no lien, security interest, or right to encumber Customer property, and Cornerstone will not file a property lien as a collection method for these service fees. Lawful unpaid charges remain an ordinary contractual payment obligation, subject to the billing-dispute and suspension provisions.

5. Third-party services and accounts

We may configure or manage products supplied by carriers, hosting companies, CRM vendors, AI providers, Google, and other third parties. The Order will identify material providers, the account owner, who pays them, and relevant product terms or links. Where a separate account or new legal acceptance is needed, the authorized account holder must approve it. We will not knowingly accept a materially different paid commitment or permission expansion on Customer's behalf without authorization.

Providers may change features, prices, policies, availability, or approval requirements. We do not control those decisions. We will communicate a material change we learn about, explain reasonably available options, and seek approval before changing Customer's paid scope. Third-party failure is not a blanket excuse for our own configuration, security, support, or transition obligations. If a material ordered function becomes unavailable, the parties will seek an acceptable alternative; if none is agreed, either may end the affected service without a new early-termination fee, with the financial adjustment in Section 13.4.

Customer should hold owner-level access to its business accounts where the platform permits it. We receive only the access reasonably needed to provide the ordered services. Password sharing is not required where supported delegated access is available.

6. Business phone services

6.1 Configuration. The Order identifies whether the service forwards an existing line, provides a managed number, migrates a number, or carries out a separate porting project. It identifies the provider, number list, authorized owner, routing, business hours, human fallback, outbound capability, and emergency-calling status. A forwarding setup, a managed-phone move, and a standalone number-porting project are distinct items; none automatically includes the others.

6.2 Included features. Where ordered, managed phone service can include call recording, transcription, per-call email notifications, a daily rollup, a selected weekly reporting option, and the stated monitoring and support. Activation is subject to consent and technical requirements. The Order states which features are active, the recipients, the usage arrangement, and the storage period. There is no implied unlimited calling, messaging, support, or retention.

6.3 Mandatory recording safeguards. Recording disclosure is a nonnegotiable condition of recording service. No recording, transcription, or other covered capture or processing will be enabled unless an approved lawful notice flow and all required participant consent have been implemented and tested. Customer cannot waive disclosure through the Order, disable required controls, or direct us to record without them. Before enabling or materially changing a feature, Customer will identify its operating locations and foreseeable participant locations and approve appropriate wording and handling instructions. We will implement the agreed controls within our scope. Each party remains responsible for the notice and consent duties applicable to its own conduct.

Signing this Agreement is not a caller's or another participant's consent. Where a Washington recording announcement is relied upon, it must be reasonably effective for all participants before covered processing, and the announcement itself must be recorded as required by law. Adding a participant may require renewed disclosure or consent. If the approved lawful notice and consent conditions are unavailable or a participant declines required consent, the affected recording or processing must not proceed.

We will offer a non-recorded service route, such as forwarding or a human contact method, with its available features and limitations written in the Order. Recorded-call playback, transcripts, transcript-based summaries, and functions that depend on that capture will be unavailable unless separately operated through a lawful approved process. A route must not be described as non-recorded if it still stores call audio or transcripts. Any separate AI processing still requires the notices and legal basis applicable to that processing. Disabling unlawful capture is not permission to promise features the alternative cannot provide.

6.4 Emergency calling. Forwarding, AI reception, transcripts, email alerts, and CRM workflows are not emergency-response services. Do not use those functions to request or monitor emergency assistance. Whether a supplied phone service supports 911 or other emergency calling depends on its actual configuration and provider. Before activation of any service that requires emergency-calling capability, the parties must verify the responsible provider, required emergency routing and registered-location process, and provide any legally required advisory and affirmative acknowledgment. We will not activate such a service in an unverified state. Internet or power failures, location errors, and certain equipment changes may affect service; the applicable provider's specific limitations must be disclosed. Nothing in this Agreement waives an emergency-calling obligation imposed by law. Customer must keep required location information current and maintain a suitable way to place emergency calls.

6.5 Ports and old carriers. Customer must have authority over a number it asks us to port and supply the records reasonably needed for a valid request. Port timing and eligibility depend on the providers. We will not promise a completion date that the receiving and losing providers have not confirmed. Customer should keep the old service active until the transfer is verified. We will not cancel an old carrier or release a number without Customer's explicit authorization.

6.6 Port-out cooperation. Upon an authorized request, we will reasonably and promptly provide available account information and cooperate with a lawful port to another provider, subject to identity verification and applicable procedures. We will not condition lawful port-out cooperation or number release on payment of an outstanding balance or impose a contractual restriction contrary to portability law. We will not cancel a listed number while a timely, valid port request is pending. Customer remains responsible for valid outstanding charges. Do not cancel the number before a completed port is confirmed. Any optional migration labor fee must be separately agreed; it does not permit withholding required port cooperation.

7. Messaging and outbound communications

Carrier registration, including A2P registration, does not itself authorize a text or call, establish recipient consent, or guarantee delivery. Customer will identify the campaign purpose and audience, approve the messages, and supply a lawful basis and evidence of required consent. An inquiry or a missed call does not automatically authorize marketing messages or AI-voice calls.

Before launch, the parties will agree on sender identification, consent collection and records, permitted contact hours, suppression lists, opt-out handling, and any required disclosures. Customer must not upload purchased or unrelated contact lists without confirming that the planned use is lawful. We will implement the agreed controls within our scope, process opt-outs as required, and not knowingly send outside approved instructions. Neither party may override an opt-out merely because a contact remains in a CRM.

Missed-call texts, automated replies, marketing texts, live calls, and artificial-voice calls may have different requirements. Only the specifically approved workflow may be activated. The Order must identify whether outbound AI voice or marketing is included. Carrier filtering, registration approval, and delivery remain outside our control, but we remain responsible for our agreed implementation work.

8. AI services and human review

AI can misunderstand speech, omit information, produce inaccurate content, and take an incorrect action. Transcripts, summaries, classifications, and generated answers are assistance tools and must be reviewed to the degree appropriate to their use. They are not a substitute for qualified medical, legal, financial, or emergency advice.

The Order identifies the approved knowledge sources, allowed actions, prohibited claims, escalation triggers, human contact, and what the AI does when that person is unavailable. AI may not make a binding offer, quote an unapproved price, promise an outcome, or perform a sensitive transaction unless the specific action and safeguards are expressly authorized. Appropriate AI identity disclosure and legally required notices must be configured. Customer will promptly report a material error or outdated instruction; we will make agreed in-scope corrections. We may pause an unsafe workflow while the parties correct it.

For an ordered AI receptionist setup that includes 90-day setup support, the included 90 days run from documented actual go-live and provide weekly monitoring, reports, and corrections within the original scope. That clock is separate from the signed-and-paid contractual clock in Section 12. The Order records both date ranges. Neither a later go-live nor a Customer-caused delay silently extends the contractual initial term or removes the promised monitoring.

If Customer ends recurring management at Day 90 while included monitoring remains, the unexpired monitoring continues as a limited monitoring-only service through its promised end, without another Cornerstone management or monitoring fee. It consists only of the already-included weekly monitoring, reports, and in-scope corrections; it is not a free extension of all management, hosting, or carrier services. Customer must supply the lawful, technically necessary access. Any necessary ongoing third-party service or usage must be specifically disclosed and separately authorized; no free vendor usage is promised and no continued management subscription is required merely to obtain the included monitoring.

Before Customer accepts the Order or pays the setup fee, the completed Order identifies the portion of that existing fee allocated to the included monitoring and a method to reconcile an undelivered portion. This allocation is not an added charge. If closure or loss of necessary access makes the remaining monitoring impossible, the undelivered allocated amount will be reconciled and refunded under Section 13.4 rather than silently forfeited or replaced with a forced renewal. This limited reconciliation does not reduce Customer's additional correction, termination, or refund rights when Cornerstone caused a delay or failed to perform. Any service beyond the agreed monitoring or management scope requires a separate approved scope and price.

9. CRM Google advertising websites workshops and advisory

9.1 CRM. CRM access, user seats, imports, integrations, workflows, support, data cleanup, and ongoing management are limited to the Order. AI or phone service does not automatically include a full CRM implementation. Importing a list does not establish consent to contact it.

9.2 Google Business Profile. Google's Business Profile product is available without a Google profile listing fee. Our fees pay for the ordered management services and will be identified as such on invoices. We will provide Google's required third-party disclosure notice to new and renewing management customers and make the notice available as Google's policies require. Customer retains ownership or co-ownership of its profile at all times. We will obtain the necessary authorization before edits and explicit written or digital authorization before posting review responses. We will not create fake or deceptive reviews, unlawfully incentivize reviews, or engage in deceptive review suppression. We do not guarantee verification, reinstatement, ranking, review removal, or a particular search position. On notice ending our management, we will follow Google's applicable exit requirements, including relinquishing our access and enabling Customer's exclusive control within seven business days where required. Customer's profile must not be held hostage to a payment dispute.

9.3 Websites. The Order states pages or features, content responsibilities, revision rounds, hosting, domain ownership, licenses, accessibility work, maintenance, backups, and handover. Domain registration, accessibility audits, legal-policy drafting, e-commerce, and ongoing security maintenance are not included unless listed. Excluding an optional service does not waive applicable legal duties or excuse a failure to meet an expressly agreed requirement.

9.4 Workshops training and advisory. The Order states the session count or duration, format, participants, materials, deliverables, and any rescheduling rules. Recommendations depend on information available at the time. Customer decides whether and how to implement them. We do not guarantee sales, profits, cost savings, financing, regulatory approval, or other business results.

9.5 Fractional general-management services. A fractional general-management retainer buys a defined level of operating leadership, not unlimited access, custom development, or every software service. The Order defines meeting cadence, access between meetings, remote versus on-site delivery, decisions reserved to the Customer owner, initial priorities and deliverables, and change-order triggers. It separately identifies Cornerstone leadership time, team implementation work, and software fees. Only the management, coordination, implementation, or advisory work expressly included in that Order is purchased. The service title alone does not appoint Cornerstone or its personnel as a statutory manager, officer, employee, or authorized bank signer of Customer. Every fractional-GM Order must include a written authority matrix accepted by both parties, even when no authority is delegated. It must state spending and budget limits, contract-signing limits, personnel and payroll limits, decisions reserved to the Customer owner, required approvers, and the process for changing or revoking authority. A power not expressly granted is not authorized; an empty field is not a grant. Any specific authority to act for Customer must be clearly granted in that matrix or an expressly incorporated written authorization, with its limits and approver identified. No authority to sign contracts, spend Customer funds, hire or dismiss personnel, change payroll, or make regulated decisions is inferred from the retainer's name. Duties that applicable law imposes on actual authorized conduct are preserved.

9.6 Paid advertising management. Paid advertising management is purchased only when expressly included in the Order. Its scope and price are separately quoted; purchasing Google Business Profile management does not include paid-ad management. Cornerstone invoices its setup and management fees separately from advertising spend charged by an advertising platform. Customer owns and retains administrator control of its advertising account and pays the platform directly using Customer's own payment method entered directly with that platform. Customer gives Cornerstone only the delegated access reasonably needed for the agreed work; Customer must not share card details, passwords, or other payment credentials with us.

Before launch, the Order or an accepted campaign schedule identifies the platform and account, approved campaign and creative scope, budget and currency, spending period, Customer approver, reporting, and pause or escalation rules. It distinguishes an actual enforceable spending cap from an estimate or alert and identifies known reporting delays, platform overdelivery practices, and any specifically authorized tolerance. We will implement and reasonably monitor the approved settings within our scope. We will not increase the approved budget, extend its spending period, or launch an unapproved campaign without Customer's written approval. An alert, platform recommendation, or saved payment method is not that approval. Any platform behavior that can incur spend beyond a stated limit must be disclosed and addressed in the approved plan; it is not permission for unrestricted spending.

The Order identifies who will pause, hand over, or continue each managed campaign at termination and the applicable dates. Unless Customer expressly authorizes continuation under its own or a successor's control, we will pause the campaigns we manage by the effective end date, confirm their known status, and cooperate in transferring the available account access, reports, and agreed deliverables. We will explain any platform processing delay, pending authorized charge, or inability to verify a pause promptly and identify the next required action. We will not intentionally leave campaigns spending without the agreed continuing authorization or withhold Customer's account over a billing dispute. Customer remains responsible for its own and other users' later changes and for properly authorized platform charges.

Platform credits, unused media balances, and refunds are governed by the platform's applicable terms and are separate from reconciliation of Cornerstone's setup or management fees. We will reasonably assist with available billing records or a platform claim within scope, but do not guarantee a platform refund. Direct payment to the platform or its refund policy does not excuse unauthorized spending attributable to our conduct, failure to follow approved controls, or our other obligations under this Agreement. Applicable remedies and Section 16 remain in effect. No advertising-performance or satisfaction guarantee is created.

10. Customer data confidentiality and security

10.1 Customer Data. Between the parties, Customer retains its rights in its business records, contacts, messages, recordings, supplied content, and other data provided to or collected through the services for Customer ("Customer Data"). Customer gives us a limited right to process that data only to provide, secure, support, and administer the ordered services, meet lawful obligations, and follow Customer's documented instructions. This is not permission to sell Customer Data or use it in unrelated marketing.

10.2 Providers and processing terms. We may use the providers reasonably needed for the ordered services and will require appropriate confidentiality and data-protection obligations for service providers under our control. The Order or applicable addendum identifies material processing providers and any agreed data-location or regulated-data restrictions. We will disclose relevant AI-provider data-use settings and terms before activation and obtain approval for an optional use of Customer Data to train generally available models. We will not intentionally enable that optional use without written permission. A required data-processing agreement or business associate agreement must be completed before the covered processing begins; this Agreement alone is not such a specialized agreement.

10.3 Confidential information. Each party will protect the other's nonpublic business, technical, personal, and commercial information with reasonable care, use it only for this Agreement, and disclose it only to people who need it and are subject to appropriate duties. This does not cover information that the receiving party can demonstrate was lawfully known without restriction, became public without breach, was independently developed, or was lawfully received from another source. A party may make a legally compelled disclosure, giving notice and reasonable cooperation where legally permitted. Confidentiality continues for three years after termination, and for personal data and trade secrets for as long as applicable law requires protection.

10.4 Safeguards and incidents. We will use reasonable administrative, technical, and organizational safeguards appropriate to the services and the data entrusted to us, including access restriction and supported security controls. No system is risk-free. We will investigate suspected unauthorized access within our scope and notify Customer without undue delay when we become aware of a material security incident affecting Customer Data in systems under our control or at a service provider processing that data for the ordered services. Where Washington law requires a data maintainer to notify the owner or licensee immediately following discovery of a qualifying breach, we will do so without waiting for a completed investigation. We will meet any earlier applicable notice duty, share reasonably available information, and cooperate in containment and legally required response. Each party remains responsible for security in the accounts and systems it controls. We do not promise an unverified certification or security standard.

10.5 Retention and exports. Before activation, the Order must identify the applicable retention setting or provider policy for recordings, transcripts, messages, and other material data; who maintains backups; and the closure/export process. There is no promise of indefinite storage or a recoverable backup unless expressly included. Customer should retain its own records as needed. Section 14 governs exit. A lawful preservation obligation may require restricted retention despite a normal deletion schedule. We will reasonably assist with lawful access, correction, deletion, and other data-subject requests concerning Customer Data under our control; any extraordinary chargeable assistance requires advance approval and may not obstruct a nonwaivable legal duty.

11. Intellectual property

Customer keeps its pre-existing materials, brand assets, and Customer Data. Upon payment of the applicable deliverable fees, Customer owns the rights that we can transfer in original, specifically commissioned final deliverables identified in the Order. We will provide those deliverables in the agreed form.

We retain our pre-existing and generally reusable methods, templates, software, automations, know-how, and improvements that do not contain Customer's confidential information ("Background Tools"). To the extent a Background Tool is embedded in a paid final deliverable, we grant Customer a perpetual, worldwide, nonexclusive license to use, maintain, and modify that embedded portion as reasonably needed to use the deliverable for its business, including through a replacement maintainer acting for Customer under appropriate confidentiality duties. This permits necessary maintenance, not standalone resale or distribution of our Background Tools. This does not grant a separate license to our hosted services or ongoing third-party subscriptions.

Third-party materials and open-source components remain subject to their own licenses. AI-generated output may not be unique or eligible for exclusive intellectual-property rights. We will identify material handover or licensing restrictions in the Order and will not promise ownership that we do not have. Public use of Customer's name, logo, results, or testimonial requires separate written permission.

12. Initial term renewal and cancellation

12.1 First 90 days for new managed services. A new ongoing managed service begins with an initial commitment of 90 consecutive calendar days, followed by month-to-month renewal. Ninety days is not necessarily three calendar months. This default applies to the new ongoing services identified in the Order, not to a one-time project or to services already governed by a signed agreement. A different initial term must be expressly stated in the Order as a change to this Section 12.

12.2 Signed-and-paid start and exact dates. Day 1 is the later of (a) the date Customer signs the completed Service Order already accepted by Cornerstone and (b) the date Cornerstone successfully receives all required initial payments under Section 4.2. The applicable time zone is recorded in the Order. A signature without required payment, or payment without Customer's signature, does not start the clock. Cornerstone will pre-accept the Order before requesting Customer signature and payment; the service term will not be backdated before a binding Agreement exists.

Day 1 is included in the initial term. Day 90 is 89 calendar days after Day 1; monthly renewal begins on Day 91, 90 calendar days after Day 1. The Order records the signature date, payment-confirmation date, resulting Day 1, final included day, and first monthly renewal date. Where the actual dates are not yet known at signing, the agreed formula controls and we will promptly confirm the resulting dates in writing after payment; that confirmation does not restart the clock.

Customer-caused access, material, or approval delays do not pause, reset, or extend the initial term or its payment schedule. Go-live and completion of a review do not replace the signed-and-paid start. This does not excuse Cornerstone's own delay, setup error, or failure to perform, or eliminate any correction, termination, or refund right. The separate go-live-based AI monitoring promise is preserved by Section 8. Adding a service or number does not reset an existing commitment; a distinct new Order or expressly agreed amendment must identify any new scope, term, and price.

12.3 Initial price and installments. Before acceptance, the Order must state the total management fees for the exact 90-day term and the three 30-day installment periods: Days 1–30, 31–60, and 61–90. For a service carrying its full stated monthly management fee from Day 1, the initial management total is three times that fee, billed in three equal installments at the start of those periods. These are 30-day initial service periods, not three calendar-month renewals. Setup, authorized usage, and properly chargeable taxes remain separate. The initial setup and applicable first-period installment must be paid under Section 4.2 before work starts. Later invoice due dates and any automatic collection follow the Order and Section 4; an installment date does not itself authorize an automatic charge.

If an agreed product starts management billing in month 2, the first 30-day period carries no management fee for that product. Its initial management total consists of the two agreed installments on Days 31 and 61, as expressly entered in the Order. Other discounts, deferred starts, or different prices require an explicit product-specific schedule. There is no fourth initial-term management installment and no monthly billing period that extends this initial commitment beyond Day 90.

12.4 Expectations and review. The Order identifies the initial objectives, starting baseline where available, Customer inputs, implementation and testing milestones, review measures, reporting cadence, and a review near the end of the initial term. The purpose is to allow time to build, test, and improve the agreed service and assess the work together. Measures should distinguish work delivered from business outcomes affected by factors outside either party's control. The review does not guarantee results, automatically change prices, restart the initial term, or require purchase of more services.

12.5 Monthly renewal. After Day 90, the service renews for one calendar month at a time at the agreed recurring price. The Order identifies the first monthly period and its next renewal date. Unless the Order expressly changes this convention, renewal uses the Day 91 date's numbered day of the month; a shorter month uses its last day without permanently changing that original numbered-day anchor. A monthly renewal must not duplicate an initial installment. No new 90-day commitment arises merely from renewal or the initial-period review.

12.6 Customer nonrenewal and early termination. Customer may give written notice at any time during the initial term to stop the Day 91 renewal. We will retain and honor that notice without requiring resubmission near Day 90. Completing the initial-period review is not a condition of nonrenewal. An ordinary convenience cancellation during that term takes effect at the end of Day 90; services and the agreed scheduled installment obligations continue through that date. Choosing not to use available services does not itself shorten the agreed term. Notice does not accelerate unpaid installments or add an early-exit penalty. The parties may separately agree to an earlier release in writing. Customer's rights to end affected services early for our material breach, a materially unavailable service, or another express termination right in this Agreement remain fully available, together with the applicable refund rights.

After the initial term, Customer may prevent the next monthly renewal by giving written notice before that renewal; ordinary cancellation is effective at the end of the current paid monthly period. Send notice to info@cornerintel.com, or use another cancellation method expressly offered in the Order. No special phrase or explanation is required; the request must reasonably identify the account and service. We will acknowledge the notice and confirm the end date. Our failure to acknowledge does not invalidate a timely notice actually received.

12.7 Cornerstone nonrenewal, convenience termination, and changes. Cornerstone may decline renewal or end some or all ongoing services for a lawful business reason, including capacity or service-fit considerations, without alleging Customer breach, by giving at least 30 calendar days’ written notice under Section 18.1. This right may be used during the initial 90-day term or a later monthly period, and the effective end date need not be a billing-period end. The notice will identify the affected services, effective end date, and transition contact. During the notice period, we will continue the agreed services, subject only to protective measures otherwise permitted by Section 13. Customer’s ordinary initial commitment under Section 12.6 continues unless and until an applicable early-termination right actually ends the service. Payment, proration, and refunds follow Section 13.4; we will not charge management fees for periods after our effective termination date. Sections 6, 8, 9, and 14 continue to govern applicable number, monitoring, account, and data-transition obligations. A longer notice period or other procedure required by mandatory law controls, and this provision does not independently authorize disconnection of regulated telephone service. Neither party’s other express termination rights are reduced.

A price or material scope change for a future period requires an expressly accepted amendment or new Order; website publication, silence, continued payment of an old amount, or continued use alone is not acceptance of the change. If no new agreement is reached, either party may use the applicable nonrenewal right. These Terms create no additional early-termination fee or acceleration of future management fees.

13. Suspension and termination for cause

13.1 Material breach. Either party may terminate affected services for a material breach that remains uncured 30 calendar days after written notice describing it. For an undisputed overdue payment, the cure period is 10 calendar days after written notice. If a breach other than overdue payment cannot reasonably be cured within 30 days, a short written extension may be agreed while meaningful corrective work continues.

13.2 Protective suspension. We may promptly suspend only the affected function when reasonably necessary to address unlawful use, a material security risk, an immediate risk of harm, or a binding legal or provider requirement. We will give advance notice when practical, otherwise prompt notice where legally permitted; explain the reason and next steps; and restore service when the basis is resolved. A suspension is not permission to delete Customer Data, release a number, or take ownership of a Customer account. Ordinary payment suspension follows the notice and dispute process above.

13.3 Serious or uncorrectable breach. Either party may terminate affected services immediately for a material breach that cannot reasonably be cured, including intentional fraud or ongoing unlawful use, with a written explanation where legally permitted. Credible threats of violence or other serious abusive conduct may justify immediate termination under this paragraph when they constitute such an uncorrectable material breach. We will use proportionate protective measures; an abusive interaction alone does not automatically justify ending all services. The protected complaints and rights in Section 3 remain protected.

13.4 Final accounting. Customer owes properly incurred charges through the effective end date and specifically authorized, noncancelable third-party commitments disclosed in advance. For ordinary nonrenewal at the end of the initial 90-day term or a paid monthly renewal period, that completed term or period is not prorated. Initial-term nonrenewal notice does not change the scheduled installment due dates. For early termination because of our uncured material breach, an unavailable material service under Section 5, or our convenience, we will refund prepaid fees allocable to the undelivered affected services and any unearned setup portion. For other early termination, the parties will reconcile completed work and authorized costs; setup fees are earned for work actually performed rather than automatically forfeited. We will not accelerate future management installments. When an express early-termination right under this Agreement ends a service before the initial term expires, management fees for periods after that effective termination date are not due. An ordinary notice that only prevents renewal leaves the agreed initial term and its regular installment schedule in place. This section does not eliminate other rights expressly preserved by the Agreement or law.

For an early termination under Section 12.7 that ends service partway through a billing period, affected recurring fees will be prorated by calendar days in that applicable period: the relevant initial 30-day service period or later calendar-month renewal period. Amounts earned for properly completed, documented work and specifically authorized noncancelable third-party commitments remain payable, subject to applicable correction, refund, and other remedy rights. There is no separate change-of-mind, satisfaction, or business-results refund guarantee. This does not excuse our failure to deliver agreed services or eliminate any express refund or nonwaivable legal right.

Before acceptance, the Order will allocate any setup fee among identifiable, reasonably valued work stages or deliverables, state the amounts or reasonable allocation method, and identify any included ongoing support or monitoring component. Those amounts are earned as the identified work is actually performed, not merely because payment was collected, work began, or Customer gave cancellation notice. The allocation must reflect the work and may not duplicate the monitoring allocation required by Section 8. At early termination, we will provide an itemized reconciliation of completed work, authorized costs, credits, and any prepaid unearned balance. Any undelivered monitoring amount remains subject to Section 8. This reconciliation does not accelerate future installments or create an additional termination charge.

14. Offboarding and continuity

Before account closure, we will coordinate with Customer on an orderly transition, identify the closure date, and provide a reasonable opportunity to request a standard export of Customer Data then available to us. One ordinary export using existing platform functions is included unless the Order clearly states an alternative arrangement. The Order identifies the available format, destination, request deadline, access end date, and any agreed post-termination retrieval window. Custom migrations, reconstruction, and third-party fees require separate approval.

We will return or relinquish Customer-controlled accounts and credentials within our control, follow the number-porting requirements in Section 6 and Google requirements in Section 9, and remove our access when the transition is complete. We will not use control of an account, number, or available standard export to pressure Customer over a good-faith billing dispute. Valid payment obligations survive the transition.

After the agreed export opportunity and closure date, data may be deleted under the documented provider or service policy, subject to legal preservation duties and routine restricted backups. No later recovery is promised unless the Order states it. Customer is responsible for securing its exported copy and new provider. We will not intentionally delete data earlier than the agreed closure process allows.

15. Service commitments and limitations

We promise to perform the ordered services with reasonable care and skill and substantially in accordance with the written scope. Tell us promptly about a material failure so we can investigate and correct it. Subject to those express commitments and nonwaivable law, we do not provide additional implied warranties to the extent their exclusion is lawful.

We do not guarantee uninterrupted or error-free third-party systems, accurate AI output, carrier approval or delivery, search ranking, customer conversion, revenue, profit, or any other business outcome. These limitations do not excuse fraud, a failure to perform an express obligation, or a responsibility the law does not allow us to exclude.

16. Liability and third-party claims

16.1 Ordinary liability. To the maximum extent permitted by law, each party's aggregate liability arising out of the Agreement is limited to the greater of $1,000 or the fees paid or payable to Cornerstone for the affected services during the 12 months before the event giving rise to the claim. Separately itemized taxes and amounts passed through at cost to third parties are excluded from that fee calculation. Related events count as one event. If multiple services are affected, their applicable fees are combined rather than counted separately for each claim.

16.2 Protected information. For a party's breach of its confidentiality or data-security obligations, the limit is twice the amount calculated under Section 16.1. This higher limit includes reasonable direct response and restoration costs, to the extent legally recoverable.

16.3 Excluded loss and exceptions. Neither party is liable for indirect, special, punitive, or consequential loss, including lost profits or business opportunity, to the extent lawful. These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot legally be limited. They do not reduce Customer's obligation to pay valid agreed charges or our obligation to return amounts expressly refundable under the Agreement. The character of a loss is determined by applicable law, not merely by its label.

16.4 Third-party claims. Each party will defend the other against a third-party claim, and pay damages finally awarded or a settlement it approves, to the extent the claim arises from (a) infringement of intellectual-property rights by materials that party supplied for use as authorized under the Agreement, or (b) that party's unlawful instructions, unauthorized communications, or unlawful use of personal data. The duty does not cover the other party's own negligence, breach, or misconduct, or an unauthorized modification or combination that caused the claim. For unmodified third-party products identified as such, the provider's stated intellectual-property protection applies, if any; we will reasonably assist with an available claim. These obligations remain subject to the limits and exceptions in this Section 16.

16.5 Claim procedure. The party seeking protection must promptly notify the other, provide reasonable cooperation at the defending party's expense, and allow the defending party to control the defense with competent counsel. Late notice relieves a duty only to the extent it materially prejudices the defense. No settlement may admit fault, impose a nonmonetary duty, or leave an uncovered payment obligation for the protected party without that party's written consent, not unreasonably withheld. Each party may participate with its own counsel at its own expense.

16.6 Authorized personnel; one shared cap. For claims by Customer arising from authorized work under this Agreement, the contractual limitations, exclusions, and defenses available to Cornerstone also apply, to the extent permitted by law, to Ted Lopez and Cornerstone's other members, managers, employees, and individual contractors or agents acting within the scope of their authorized work (collectively, "Covered Personnel"; each a "Covered Person"). Cornerstone and Covered Personnel share one applicable aggregate liability limit under Sections 16.1–16.3; no separate cap arises for each person, defendant, or legal theory. Ordinary capped claims remain subject to Section 16.1, and where Section 16.2 applies, the combined recoveries on capped claims against Cornerstone and Covered Personnel cannot exceed that higher applicable limit; the two limits are not added together. The same exceptions in Section 16.3 apply to every Covered Person, and uncapped liability remains uncapped.

This clause does not confer immunity for a person's own wrongful acts, excuse unauthorized conduct, waive a nonwaivable duty, create a personal guarantee, or enlarge Customer's indemnity or defense-payment obligations. It does not bind a nonparty claimant. Covered Personnel are intended third-party beneficiaries solely to the extent needed to invoke this clause and the contractual protections it extends. Cornerstone remains responsible for its own contractual obligations.

17. Disputes and applicable law

The parties will first try in good faith to resolve a dispute through their designated contacts. A party may send a written dispute notice describing the issue and requested resolution. Representatives with authority to resolve it will confer within 15 calendar days when reasonably possible. Either party may seek urgent court relief or act before a legal deadline without completing that process.

Washington law governs this Agreement, subject to nonwaivable applicable law. The parties consent to the nonexclusive jurisdiction of courts with proper jurisdiction in Washington. No exclusive county is selected, and this clause does not displace a mandatory forum or a court's applicable conflict-of-laws rules. No mandatory arbitration agreement, class-action waiver, jury-trial waiver, or shortened statutory claim period is created by these Terms. Each party bears its own legal costs except where applicable law or a separate written settlement provides otherwise.

18. Notices and general terms

18.1 Notices. Send notices to Cornerstone at info@cornerintel.com and to Customer at the notice email in the Order. Either party may update its notice email by written notice. Email notice is effective when received; an automated delivery failure means that delivery attempt was unsuccessful. Routine operational messages may go to the designated service contacts. Court papers and notices subject to mandatory delivery rules must use the legally required method. The Order may provide a business mailing address without requiring publication of a personal address.

18.2 Independent businesses. The parties are independent contractors. Neither may bind the other except as expressly authorized for a particular task. This Agreement alone creates no partnership, employment relationship, fiduciary relationship, or personal guarantee. Duties imposed by law on an expressly authorized agency or on either party's actual conduct are preserved.

18.3 Assignment. Neither party may assign the Agreement without the other's written consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all related business assets that assumes the Agreement and does not materially reduce the other party's protections. The assigning party will give prompt notice. Delegating performance does not release a party from its obligations.

18.4 Events beyond reasonable control. A party is not responsible for delay caused by an event beyond its reasonable control if it uses reasonable measures to limit the effect and notifies the other. This does not excuse charges already validly incurred, data-security obligations within its control, or reasonable transition cooperation. If the event prevents a material service for more than 30 consecutive days, either party may end that service; prepaid undelivered service fees will be refunded.

18.5 Complete agreement and survival. The Agreement is the complete agreement for the identified services. Any amendment must be expressly accepted by both parties. A failure to enforce a provision once is not a continuing waiver. An unenforceable provision will be limited or removed only as necessary, with the remaining provisions continuing where lawful. Accrued payment obligations, confidentiality, ownership and licenses, lawful data preservation, offboarding duties, liability limits, dispute provisions, and provisions intended by their nature to continue survive termination. Electronic signatures and counterparts are permitted to the extent lawful.