Search Engine Marketing (“SEM” / “Google Ads”) Terms:

In addition to the terms and conditions in the General Terms and other applicable Schedules in the Agreement, the following additional terms and conditions apply to all SEM Services provided by Cornerstone Web Studio.

Contract Type: Six (6) month minimum term, followed by month-to-month.

Payment Method: One-time Setup Fee at the start of the engagement, followed by monthly recurring management fees.

Setup Fee: Client agrees to pay a one-time, non-refundable Setup Fee at the start of the engagement. The Setup Fee covers the initial account configuration and onboarding work, including but not limited to: Google Ads account creation (where applicable) or onboarding of an existing account, conversion tracking implementation, initial keyword research, campaign structure setup, ad creative development, audience setup, and integration with Client’s payment profile and analytics. The Setup Fee is separate from and in addition to the monthly management fee, and is non-refundable once initial setup work has commenced.

SEM Management Fees: Client agrees to pay Cornerstone Web Studio LLC a monthly management fee equal to the greater of: (a) $850 per month; or (b) 20% of the Client’s agreed-upon monthly advertising budget as defined in the proposal or scope of work. A minimum monthly ad spend of $1,000 is required for SEM Services.

The agreed-upon advertising budget must be approved in writing at the start of the engagement. Any changes to the advertising budget must be submitted in writing by the Client. Changes to the recurring monthly management fee based on budget adjustments will take effect at the start of the following billing cycle.

If Client increases the advertising budget during a billing period, Cornerstone Web Studio reserves the right to immediately invoice for the additional management fee proportional to the increased spend. If the increased budget continues into the following billing cycle, the recurring management fee will be adjusted accordingly.

If the Client reduces the budget without written approval, Cornerstone Web Studio reserves the right to continue billing based on the previously agreed-upon budget.

Billing & Late Payments: All fees are due at the beginning of each billing cycle and will be charged to the payment method on file. If a payment method fails, Cornerstone Web Studio will attempt to contact Client to resolve the issue. If sufficient advertising budget remains in the account, Cornerstone may, at its discretion, continue campaign operations temporarily while payment is resolved. If advertising funds are depleted or payment is not resolved promptly, campaigns may be paused immediately without notice.

Visibility & Performance Disclaimer: Cornerstone Web Studio does not guarantee position or improvement in Client’s sales or relevant website traffic. Cornerstone Web Studio LLC makes no guarantees that the Client’s website will be visible or rank in specific locations within search results placed on the chosen Search Engine(s).

Client expressly acknowledges that no guarantees are made regarding performance, including but not limited to impressions, clicks, traffic, leads, conversions, cost per acquisition, return on ad spend (ROAS), or return on investment (ROI). Client agrees that dissatisfaction with performance does not constitute grounds for refund, non-payment, or early termination.

Overview of the Service: The nature of optimizing Google Ads campaigns is competitive and based on an ever-changing auction marketplace. Cornerstone Web Studio reserves the right to modify campaign strategy, targeting, bidding, ad structure, and execution at its sole discretion in order to optimize performance. Cornerstone Web Studio does not control any publisher, including Google, and therefore makes no guarantees as to when, where, or how advertisements will be displayed.

Initial Term & Optimization Period: Client acknowledges that Google Ads campaigns require an initial optimization period of approximately 60–90 days during which performance may fluctuate as data is gathered and strategies are refined.

Limitation of Liability (SEM-Specific): SEM Services are provided on a best-efforts basis. In no event shall Cornerstone Web Studio be liable for any consequential, indirect, incidental, punitive, or special damages, including but not limited to loss of profits, business interruption, or loss of data, arising out of this Agreement or the actions of third parties, even if advised of such possibility. Notwithstanding Section 20(e) of the General Terms, Cornerstone’s total aggregate liability for claims arising out of or relating to SEM Services shall not exceed the total management fees (excluding ad spend passed through to Google or other publishers) paid by Client to Cornerstone in the three (3) months preceding the claim.

Indemnification: Client agrees to indemnify, defend, and hold harmless Cornerstone Web Studio from any claims, damages, liabilities, or expenses arising from Client-provided content, products, services, or any misleading, unlawful, or non-compliant advertising claims.

Platform Compliance: Cornerstone Web Studio will make reasonable efforts to resolve ad disapprovals, compliance issues, or platform restrictions. However, Client acknowledges that such matters are controlled by third-party platforms (including Google), and Cornerstone makes no guarantee that such issues can be resolved.

Keyword Research & Approval: Upon initiation of services, Cornerstone Web Studio will conduct keyword research using established methods and tools. A recommended keyword list will be provided to Client for review and approval. Client shall review and return an approved list. Client may suggest additional keywords; however, all keywords are subject to approval by Cornerstone Web Studio prior to implementation.

If no response is received within ten (10) days, Cornerstone Web Studio may proceed using the recommended keyword list. Campaign adjustments may require changes in ad spend to maintain performance.

Content Creation & Approval: Content created by Cornerstone Web Studio will follow best practices for SEM performance. Ads and content may be submitted for Client review with a ten (10) day approval window.

1. If revisions are requested, updates will be made and resubmitted with an additional ten (10) day approval period.
2. If no response is received within the approval window, content may be published without further approval.
3. Client may opt out of the approval process in writing, granting Cornerstone Web Studio limited authority to make campaign adjustments on Client’s behalf solely for performance optimization purposes.

Additional Website Pages: If Cornerstone Web Studio creates additional website pages, such pages may be published without prior approval to ensure timely performance improvements. Client may request up to two (2) rounds of revisions. Substantial changes beyond the original scope may require additional fees billed at the Standard Hourly Rate of $150 per hour.

Backups: Cornerstone Web Studio may create archival copies of Client’s website for backup and recovery purposes.

Reporting: Client will receive periodic performance reports summarizing campaign results and key metrics.

Scope of Services & Additional Work: SEM Services are limited to campaign strategy, management, and optimization. Website updates, landing page development, tracking implementation, or other technical work are not included and will be billed separately at the Standard Hourly Rate of $150 per hour.

As a benefit of being an active SEM client with a current Website Maintenance plan, Client may apply their one (1) hour of monthly maintenance time toward website updates that support campaign performance.

Account Ownership & Access:

1. Where Cornerstone Web Studio creates a new Google Ads account on behalf of Client, the account is established with Client’s payment profile so that Client is the legal payer to Google for all advertising costs. The Google Ads account belongs to Client.
2. Where Client provides an existing Google Ads account, Client retains full ownership of the account at all times.
3. During the engagement, Cornerstone’s manager account (MCC) maintains administrative access to the Google Ads account in order to operate, optimize, and report on campaigns on Client’s behalf.
4. By default, Cornerstone Web Studio does not provide direct day-to-day administrative access to the Google Ads account to Client unless otherwise agreed in writing prior to the start of services.
5. Cornerstone Web Studio will be granted appropriate administrative access to Client’s website and related platforms as necessary to perform Services, including making structural updates, publishing content, and optimizing performance.

Budget Integrity: Client acknowledges that campaign performance and management fees are directly tied to the agreed-upon advertising budget. Any material reduction in budget intended to reduce management fees without written agreement shall constitute a breach of this Agreement.

Access & Control: In the event of non-payment or breach of this Agreement, Cornerstone Web Studio reserves the right to suspend services, restrict access, or disable campaigns until the issue is resolved.

Cancellations: After the initial six (6) month term, this Agreement continues on a month-to-month basis. Either party may terminate with thirty (30) days’ written notice. Client is responsible for all fees incurred through the end of the notice period. No prorated refunds will be issued.

Termination during the initial six (6) month minimum term does not relieve Client of the obligation to pay management fees through the end of the minimum term, in addition to any outstanding balances. Termination does not relieve Client of any outstanding balances. Client is responsible for all collection costs, including reasonable attorneys’ fees and expenses.

Account Transition at Termination: Upon termination of SEM Services and confirmation that all outstanding balances are paid, Cornerstone Web Studio will, within ten (10) business days:

• Cooperate with the standard Google Ads “Change Who Pays” or account transfer process to transition the account to Client or to Client’s designated successor manager account;
• Grant Client (or Client’s designated successor) administrative access to the Google Ads account;
• Leave in place all campaign data, historical performance data, active campaigns, archived campaigns, and audience lists residing within Client’s Google Ads account; and
• Provide a final performance report covering the engagement period.

Cornerstone Web Studio will then unlink Client’s account from Cornerstone’s manager account. Client is responsible for any post-termination changes to the account.

Cornerstone Methodologies: Cornerstone Web Studio retains ownership of its proprietary processes, methodologies, internal manager account systems, internal documentation, and any campaign templates, scripts, or frameworks developed by Cornerstone for use across multiple client accounts (collectively, “Cornerstone Methodologies”). For the avoidance of doubt, Cornerstone Methodologies are distinct from the campaigns, ad creatives, audiences, and configurations residing within Client’s Google Ads account, all of which belong to Client as part of the account. Client agrees not to copy, reproduce, document, or reverse-engineer Cornerstone Methodologies for resale, redistribution, or use by any third party providing competing SEM services.

Non-Solicitation: Client agrees not to directly or indirectly solicit, hire, or engage any employee or contractor of Cornerstone Web Studio with whom Client had direct contact in connection with the Services, during the term of this Agreement and for a period of twelve (12) months thereafter. A general solicitation not targeted at Cornerstone personnel (such as a public job posting) does not violate this provision.

Refunds/Credit: All payments made to Cornerstone Web Studio for SEM Services, including the Setup Fee and monthly management fees, are non-refundable, except as provided in Section 9 of the General Terms for pre-start cancellations. No guarantees are made regarding performance, results, or outcomes of SEM Services.