This Maintenance Agreement (this “Agreement”) governs the hosting, maintenance, and support services that Cornershop Creative, LLC, a Michigan limited liability company whose mailing address is PO Box 1058, Olney, MD 20830 (“Cornershop”), provides to the customer identified in the applicable Statement of Work (“Customer”). This Agreement is incorporated by reference into each Statement of Work that refers to it and takes effect on the effective date stated in that Statement of Work. By signing a Statement of Work, or by continuing to use the Services after receiving notice of an update under the Modification section, Customer agrees to this Agreement as it then reads.

  1. SERVICES: 

Cornershop shall provide to Customer the services (the “Services”) set out in one or more statements of work to be issued by Cornershop and accepted by Customer (each, a “Statement of Work”).

  1. CUSTOMER RESPONSIBILITIES
  • Customer Dedication and Accessibility. Customer personnel will be sufficiently dedicated to the Services so as to make achieving assigned tasks feasible and reasonable within the constraints of the Services. Customer personnel will be responsible for responding to tickets and requests in a timely manner.
  • Access to Customer Systems. Customer will provide necessary credentials for access to Customer’s server, database, domain registrar, analytics, and other tools necessary for website maintenance and troubleshooting.
  • Customer Responsibilities. Customer shall cooperate and comply with the reasonable requests by Cornershop that are required for the hosting, maintenance or support of the website to access information, materials, personnel, and equipment in a timely fashion. To the extent that the services require Cornershop to access or use any content or software provided by Customer (whether owned or licensed by Customer), Customer warrants that Customer shall have all rights and licenses of third parties, if any, necessary or appropriate for Cornershop to access or use such content and software and agrees to produce evidence of such rights and licenses upon the reasonable request of Cornershop. For third-party systems used by Cornershop, Cornershop also agrees to have all rights and licenses for those systems.
  • Customer Access to Hosting Environment. If Cornershop provides Customer with administrative or elevated access to any Hosting Environment, server, control panel (including but not limited to Kinsta), or related infrastructure (collectively, the “Hosting Environment”), the following terms shall apply:
    • Customer acknowledges that such access is provided as a convenience and does not transfer ownership of, or any rights to, Cornershop Property, including any code, configurations, systems, or reusable components as defined in this Agreement. All such Cornershop Property remains the sole and exclusive property of Cornershop.
    • Customer shall ensure that all access credentials are issued only to identifiable individual users. Shared, generic, or role-based email accounts are not permitted. Customer shall be solely responsible for all actions taken by any user granted access under its authority.
    • Customer shall not grant access to any third party, including contractors or vendors, without Cornershop’s prior written consent. Customer remains fully responsible for any actions taken by approved third parties.
    • Customer acknowledges that administrative access carries inherent risk and that actions taken within the Hosting Environment may materially impact website performance, security, and availability. Customer agrees to use such access in a commercially reasonable manner and to coordinate with Cornershop prior to making any material changes, including but not limited to changes involving code, plugins, infrastructure, configurations, or integrations.
    • Customer further agrees that any testing, development, or experimentation will be performed in a non-production environment unless otherwise approved in writing by Cornershop.
    • Customer shall be solely responsible for any damage, outages, data loss, security vulnerabilities, or other issues arising from (i) Customer’s use of the Hosting Environment, or (ii) the actions of any party accessing the Hosting Environment through Customer-provided credentials. Any services required to diagnose, remediate, or restore such issues shall be considered out-of-scope services and billed at Cornershop’s then-current rates, including any applicable expedited or emergency service rates.
    • Provision of access to the Hosting Environment does not modify, limit, or expand either party’s rights or obligations under this Agreement or any applicable SOW. Cornershop shall have no liability for any issues caused by Customer or third-party modifications to the Hosting Environment or Deliverables.
    • Cornershop reserves the right, at its sole discretion, to suspend or revoke access to the Hosting Environment if it reasonably determines that such access presents a risk to the stability, security, or integrity of the website or related systems.
  • Unlicensed Materials & Compliance with Hosting Policies. Customer is solely responsible for ensuring that all content uploaded, displayed, or made available on any website managed by Cornershop is properly licensed. If Cornershop becomes aware, through a third-party notification (including but not limited to hosting providers, copyright holders, or regulatory authorities), that any unlicensed or infringing material is present on the website, Cornershop may, at its sole discretion, remove or disable access to such content. Cornershop shall make reasonable efforts to notify Customer before taking action, except where immediate removal is required to comply with legal or third-party hosting requirements.
  • Licensed Materials and Fees. Customer will provide all logos, fonts, and imagery to be used on the site and will have secured all necessary rights to these materials. Any stock imagery, audio and video clips, special fonts, themes, or premium plugins that are selected for the site by Cornershop will, with Customer approval, be invoiced in addition to Cornershop professional service fees.

3. HOSTING PLATFORM & FEES

  • Staging Environment. Cornershop’s staging environment is used internally by Cornershop to test updates before pushing them live and is not included as a Customer-accessible feature under this Agreement. Customer may add a Premium Staging Environment for an additional fee of $25/month.
  • Unauthorized Migration of Hosting. The Services and fees under this Agreement are based on Cornershop hosting, maintaining, and supporting the website on Cornershop’s Hosting Environment. If Customer, or any third party acting on Customer’s behalf, moves, migrates, points DNS away from, or otherwise transfers the website to a Hosting Environment other than Cornershop’s, without Cornershop’s prior written consent, such action shall be deemed a voluntary termination of this Agreement by Customer, effective as of the date such migration occurs. In that event, (a) Customer shall remain responsible for all fees owed through the effective date of termination, (b) Cornershop shall have no further obligation to provide hosting, maintenance, or support services under this Agreement, and (c) all provisions applicable to termination for convenience by Customer, rather than termination for cause, shall apply. This provision does not limit Cornershop’s separate right to terminate this Agreement or suspend services under the Term and Termination section.
  • Urgent Security Vulnerability Patching. Notwithstanding the Required Theme Security Improvements provision below, if Cornershop identifies or becomes aware of a security vulnerability that poses an active or imminent risk to the security, integrity, or availability of the website or Cornershop’s Hosting Environment, Cornershop may, in its sole discretion, immediately apply security patches, updates, or other remedial measures necessary to address the vulnerability, without obtaining Customer’s prior approval. Cornershop will notify Customer of the vulnerability and the action taken as soon as reasonably practicable after implementation.

    Customer acknowledges that emergency security patches are applied on an expedited basis and may, in some instances, affect the functionality, design, or appearance of the website. While Cornershop uses commercially reasonable efforts to identify and prevent such issues before applying a patch, some issues may not become apparent until after the patch is live. Should this happen, Cornershop will work to identify and resolve the issue as promptly as reasonably possible; however, Customer acknowledges that resolving any such issue may take additional time separate from the patch itself, and that the vulnerability being secured does not guarantee the website will be free of other issues during that window. Cornershop shall not be liable for any resulting downtime, functionality loss, or design changes arising from urgent security patching, except to the extent caused by Cornershop’s gross negligence or willful misconduct.
  • Required Theme Security Improvements on Cornershop Server. While rare, there may be periodic security updates necessary for the ongoing security and performance of Customer’s site. If these security features are related to the theme, it may require additional approved scope. In this situation, the Cornershop support team will provide an estimate for updating the theme, and request approval. If the Customer denies approval, Cornershop will create an offboarding plan to remove the site from our server with the Customer. If the Customer does not approve or deny the additional scope within 10 business days, Cornershop will inform the Customer that Cornershop will implement the features and charge the Customer for the work, given that it could impact the security and performance of Customer’s site and the Cornershop server.

4. ACCEPTABLE USE, CONTENT, AND SUSPENSION

5. FEES AND PAYMENT

  • Invoicing and Payment. For monthly billing, Cornershop will bill up-front the first month’s fee amount, and then monthly thereafter for the services over a 12-month term. For annual billing, Cornershop will bill up-front the entire annual fee amount, and annually thereafter for the services over the 12-month term(s). All fees are earned when invoiced and are nonrefundable, except as provided herein. Customer shall make payment within thirty (30) days of receipt of Cornershop’s invoice at the remittance address or payment portal stated on the invoice. If Customer is more than 60 days late, Cornershop has the right to stop providing the service and charge interest at the rate of 1.5% per month, or the highest rate permitted by law, if less. All Fees and other amounts payable by Customer under a SOW are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Cornershop’s income. All amounts payable to Cornershop under a SOW shall be paid by Customer to Cornershop in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. Aside from fees associated with excess disk space and bandwidth detailed below, Cornershop may increase Fees no more than once annually for any contract year after the first contract year, by providing written notice to Customer at least 30 days prior to the commencement of such renewal term.
  • Excess Bandwidth or Disk Space Fee. If hosting on the Cornershop hosting account with Kinsta, Customer is limited to bandwidth and disk space limits in the table below. If the Customer exceeds these limits, Cornershop may charge the Customer excess fees related to overages at the rate of $2 per additional 1GB of bandwidth or $2 per additional 1GB of additional disk space.
SmallMediumLarge
Monthly Bandwidth Limit10 GB20 GB40 GB
Monthly Disk Space Limit 5 GB12 GB20 GB
  • Plan Level Change. Cornershop may upgrade Customer’s plan on 30 days’ notice due to a need for higher usage limits. If Customer declines to pay the higher fee or reduce usage, Cornershop may terminate on written notice.

6. TERM AND TERMINATION

  • Term and Termination. Customer may terminate this Agreement or any SOW at any time without cause by providing at least 30 days’ prior written notice to Cornershop. Either party may terminate this Agreement, effective upon written notice to the other party, if the other party materially breaches this Agreement, and (a) such breach is incapable of cure; or (b) such breach is capable of cure but remains uncured 15 days after the non-breaching party gives the breaching party written notice thereof. In addition, Cornershop may terminate this Agreement or any SOW, effective upon written notice to Customer, if Customer fails to pay any amount due under this Agreement, or any other SOW between Cornershop and Customer, on the due date for payment and such default remains uncured five business days after Cornershop gives Customer written notice thereof, or if Customer fails to pay any amount due two or more times in any six-month period (regardless of whether such defaults in nonpayment are cured). Notwithstanding the foregoing, if Customer’s action results in Cornershop losing access to the website, Hosting Environment, or related systems necessary to perform the Services, including without limitation any unauthorized migration described in the Unauthorized Migration of Hosting provision, such circumstance shall be deemed a material breach incapable of cure for purposes of this Section, and Cornershop may terminate this Agreement immediately upon written notice to Customer, without any obligation to provide the 15-day cure period described above. Upon the termination of this Agreement by the Customer for convenience and without cause or by Cornershop for cause, all applicable fees owed by Customer through the end of the current term shall immediately become due and payable. Upon termination of this Agreement by Customer with cause or Cornershop without cause, Cornershop will, on a pro rata basis, refund any pre-paid fees to Customer for the balance of the term. Cornershop will not provide any refunds for early cancellation without cause. Upon termination of this Agreement for any reason, Customer shall immediately cease using the Hosting Environment and each party shall promptly return to the other all Confidential Information of the other party that it may have in its possession or control. Provided Customer is not in material breach of this Agreement, Cornershop shall provide Customer with reasonable assistance in transitioning Customer’s website to another service provider.

7. OWNERSHIP & LICENSES

  • Customer Property. Except as provided below and unless otherwise provided in this Agreement, Customer shall own all rights to the “Customer Property”, which shall mean: (a) pre-existing source materials to be furnished by the Customer, such as text, graphics (including trademarks and logos), audio and video (“Customer Materials”); (b) any materials that are written or created at Customer’s sole expense and unique to Customer and provided to Customer under this Agreement; and (c) customer assets, including, without limitation, data and information generated during the use and operation of the Hosting Environment (such as membership registrations, orders and donor information) (“Customer Assets”). Customer shall not own property created under subsection (b) above unless and until such time as full payment is made to Cornershop. Customer hereby irrevocably grants all such rights and permissions in or relating to the use of Customer Materials and Customer Assets as are necessary or useful to Cornershop, its subcontractors, personnel, and licensors to enforce this Agreement and exercise Cornershop’s rights and perform its obligations hereunder.
  • Cornershop Property. All right, title, and interest in and to the Hosting Environment, including all intellectual property rights therein, are and will remain with Cornershop and, with respect to third-party materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third-party materials. Customer has no right, license, or authorization with respect to any of the Hosting Environment except as expressly set forth in this Agreement or the applicable third-party license. All other rights in and to the Hosting Environment are expressly reserved by Cornershop. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Cornershop an assignment of all right, title, and interest in and to the Hosting Environment, including all intellectual property rights relating thereto, which Customer may acquire.

8. CONFIDENTIALITY

  • Confidentiality and Nondisclosure. “Confidential Information” means (a) any business or technical nonpublic information of Customer or Cornershop, including but not limited to any information relating to either party’s products, services, prices, marketing plans, business opportunities, system credentials, or personnel, (b) any other information of Customer or Cornershop that is specifically designated by the disclosing party as confidential or proprietary, and (c) the terms and conditions of this Agreement. Confidential Information shall not include information that (i) is in or enters the public domain without breach of this Agreement through no fault of the receiving party, (ii) the receiving party was demonstrably in possession of prior to first receiving it from the disclosing party, (iii) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party’s Confidential Information, or (iv) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Each party shall maintain the Confidential Information of the other party in strict confidence during the term of this Agreement and in perpetuity thereafter. Each party shall use the Confidential Information of the other party only during the term of this Agreement, and shall disclose such Confidential Information only to its employees, hosting providers, professional advisors, and independent contractors as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). In addition, the receiving party may disclose Confidential Information of the disclosing party pursuant to a valid order or requirement of a court or government agency, provided that the receiving party first gives reasonable notice to the disclosing party to contest such order or requirement. Any such disclosure by the receiving party of the Confidential Information of the disclosing party, shall, in no way, be deemed to change, affect or diminish the confidential status of such Confidential Information.

9. AI TOOLS

  • Customer Acknowledgement. Customer acknowledges that AI-generated content may inadvertently reflect or reproduce content from third-party sources used in training the underlying AI models, and that the risk of such inadvertent reproduction is inherent in the use of AI Tools. Customer agrees that Cornershop shall not be liable for any claim of infringement arising from such inadvertent reproduction, provided that Cornershop has utilized commercially reasonable quality assurance measures to identify and remove potentially infringing content. 
  • Use of Artificial Intelligence Tools. Customer acknowledges and agrees that Cornershop may, in its sole discretion, utilize artificial intelligence technologies, including but not limited to large language models and generative AI platforms (collectively, “AI Tools”), in connection with the performance of the Services and creation of Deliverables under this Agreement. Such permitted uses include, without limitation, code generation, content creation, project planning, documentation, and strategic analysis. Notwithstanding the foregoing, Cornershop shall provide written notice to Customer prior to incorporating any AI-generated images or visual content into any Deliverable. Such notice shall be provided in the applicable Statement of Work or via email to Customer’s designated representative, and Customer shall have the opportunity to object to such use within five (5) business days of receipt of notice. Except for AI-generated images or visual content incorporated into a Deliverable, Cornershop shall not be required to provide notice to, or obtain consent from, Customer prior to utilizing AI Tools in connection with the performance of Services or creation of Deliverables. Cornershop shall review all AI-generated outputs incorporated into any Deliverable to ensure such outputs conform to the specifications set forth in the applicable Statement of Work and meet professional standards of quality consistent with human-authored work product.
  • Obligations Relating to AI Tools. When utilizing AI Tools in connection with the Services, Cornershop shall use commercially reasonable efforts to protect Customer’s Confidential Information from unauthorized disclosure or misuse, including, where available, utilizing premium, paid enterprise-tier subscriptions to AI Tools that offer enhanced privacy and data security features, including, where available, options to opt out of model training using user inputs. Cornershop acknowledges that certain AI Tools may process, analyze, or store data inputted by users, and Cornershop agrees to exercise reasonable care in determining what Customer Confidential Information, if any, is submitted to AI Tools. Customer acknowledges that no method of electronic transmission or storage is completely secure, and Cornershop does not guarantee that Customer Confidential Information submitted to AI Tools will be entirely free from unauthorized access, disclosure, or use by third parties, including the providers of AI Tools. When submitting information to AI Tools for purposes of performing the Services, Cornershop shall use reasonable efforts to limit the scope of Customer Confidential Information submitted to that which is reasonably necessary to accomplish the applicable task, and shall anonymize, de-identify, or redact Customer Confidential Information where practicable without materially impairing the quality of the Services.

10. COMPLIANCE, WARRANTIES, LIABILITY, AND INDEMNITY

  • PCI Compliance. Customer has been advised that Cornershop makes no representation or warranty, and disclaims any and all liability related to the compliance of the Deliverables with the latest Payment Card Industry Data Security Standards (“PCI DSS”). PCI DSS includes requirements to maintain materials or records that contain payment card or transaction data in a safe and secure manner with access limited to authorized personnel. Customer acknowledges that it is solely responsible for determining its PCI DSS level, completing the applicable Self-Assessment Questionnaire (“SAQ”), and ensuring any required vulnerability scanning or assessments are performed by an approved scanning vendor (“ASV”). Cornershop does not advise on which SAQ applies, provide guidance on PCI compliance requirements, perform or arrange PCI scans, or monitor changes to scripts or third-party integrations that may affect compliance. Customer further acknowledges that to the extent it is responsible for the security of any credit, debit, or other cardholder payment information it processes, in connection with the Deliverables or otherwise, it is Customer’s sole responsibility to ensure the Deliverables are implemented and maintained in compliance with the most current PCI DSS requirements. Customer is also solely responsible for monitoring the PCI DSS compliance of all associated third parties to whom it grants access to cardholder data.
  • Limitation of Liability. Neither party shall be liable for any indirect, special, punitive, or consequential damages of any kind or nature, suffered by the other party, including, without limitation, lost profits, business interruptions or other economic loss arising out of or related to this Agreement or any use of or failure to be able to use the Hosting Environment. Cornershop shall not be liable for any damages arising out of or related to (i) transactions performed using the Hosting Environment or (ii) modifications to the Hosting Environment by Customer, whether modified by Customer or any third party. Cornershop’s total aggregate liability for any damages arising out of or related to this Agreement and the services and Hosting Environment will not exceed the Fees paid by Customer for the Agreement that is the subject of the action for the six (6) months immediately preceding the date in which the damages are claimed, regardless of the number of claims. No claim, suit, or action regardless of form, arising from or relating to Cornershop’s acts or omissions in the performance of this Agreement may be brought or asserted more than one (1) year after the cause of action has occurred.
  • WARRANTIES AND DISCLAIMERS. Unless explicitly set forth in a SOW, to the extent permitted by law, Cornershop makes no warranty, express or implied and hereby expressly disclaims all implied warranties, conditions and other terms, whether statutory, arising from course of dealing, or otherwise, including without limitation terms as to quality, merchantability, fitness for a particular purpose, value, and non-infringement. Without limiting the generality of the foregoing, Cornershop makes no representation or warranty that AI-generated content will be free from errors, omissions, or inaccuracies. Customer acknowledges that AI Tools may produce outputs that contain factual errors, biases, or other deficiencies, and that Cornershop’s quality assurance review, while commercially reasonable, may not identify all such deficiencies. Cornershop further disclaims any liability for the acts or omissions of third-party AI platform providers, including without limitation any breach of privacy, data security incident, or intellectual property claim arising from the conduct of such third-party providers.
  • Indemnification. Customer shall indemnify, defend, and hold harmless Cornershop and its officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any action by a third party arising out of or resulting from, or are alleged to arise out of or result from: (a) Customer Materials or Customer Assets; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer, including Cornershop’s compliance with any specifications or directions provided by or on behalf of Customer to the extent prepared without any contribution by Cornershop; (c) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, or any third party on behalf of Customer, in connection with this Agreement. 

11. GENERAL TERMS

  • Restrictive Covenants. During the term of this Agreement, and for the period of six (6) months thereafter, the Customer and Cornershop agree that neither party shall directly recruit or solicit for employment, any technical or professional employees of the other assigned to work on the projects under this Agreement without the prior written consent of the other party. A general, public solicitation not specifically directed at the other party’s employees shall not be deemed a violation of this provision.
  • Choice of Law, Jurisdiction, and Venue. This Agreement shall be governed by Michigan law, without regard to its choice of law provisions. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of a Michigan state court in Washtenaw County or the federal court for the Eastern District of Michigan. The parties agree that any breach of a party’s confidentiality obligations set forth in this Agreement and any SOW will result in irreparable injury to the other party for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations, the non-breaching party will be entitled to seek equitable relief in addition to its other available legal remedies.
  • Relationship of Parties. The relationship of Cornershop and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to (i) give either Party the power to supervise, direct or control the day-to-day activities of the other or (ii) to constitute the Parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.
  • Notice. All notices required to be sent under the Agreement shall be in writing and shall be deemed to have been given when (i) personally served upon the receiving party; (ii) transmitted via email; or (iii) sent through the U.S. Postal Service or mail services.
  • Modification. Cornershop may periodically update the terms of this Agreement at https://cornershopcreative.com/maintenance-agreement/. Cornershop will provide the Customer written notification of all modifications to this agreement via email communication. Customer will have 15 days to reject the changes before they are irrevocably accepted by the Customer.  No waiver, alteration, or modification of this Agreement will be binding or effective unless provided in writing, including email notice.
  • Assignment. Without the prior written consent of Cornershop, Customer shall not assign or transfer this Agreement or any SOW (in whole or in part) to any person. Notwithstanding the foregoing, Cornershop may provide the Services through its agents and subcontractors.
  • Excusable Delays. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly by reason of illness, disease, injury, fire, flood, earthquake, explosion or other casualty, strikes or labor disputes, disruptions of telecommunication systems, inability to obtain supplies or power, war, zombie apocalypse, or other violence, outages of third-party hosts, CDNs, and DNS providers and cyberattacks, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control, fault or negligence of the affected party; provided the party so affected shall resume performance with dispatch whenever such causes are removed.
  • Order of Precedence. This Agreement is incorporated by reference into each SOW that refers to it. If this Agreement conflicts with the MSA or any other agreement between the parties, this Agreement controls with respect to the Services. The MSA continues to govern project work under separate SOWs. If an SOW expressly states that it modifies a specific provision of this Agreement, that SOW controls to that extent for that SOW only. Otherwise, this Agreement controls over any SOW.
  • Entire Agreement. This Agreement, together with each SOW, is the entire agreement between the parties about the Services and supersedes all prior and contemporaneous oral or written agreements, communications, and understandings on that subject. Any purchase order, vendor form, or other terms submitted by Customer are rejected and have no effect. This Agreement and each SOW may be executed in counterparts, including by electronic signature, each of which is an original and all of which together are one instrument.