Review & Start Your Google Ads Program

BLUE RISE HUB CORP. — GOOGLE ADS MANAGEMENT AGREEMENT
Google Ads setup, management, and optimization services.

This Google Ads Management Agreement (the “Agreement”) is effective as of the date of the last electronic signature below and is entered into between Blue Rise Hub Corp. (the “Company”) and the business identified as the Client in the signature section below (the “Client”). The Company and the Client are collectively referred to as the “Parties.”

1. Purpose of the Agreement

The Client is engaging the Company to set up, launch, manage, and optimize a Google Ads marketing program intended to connect the Client with people actively searching for services offered by the Client. This Agreement applies only to the Google Ads marketing program. Website design, website development, hosting, domain registration, and other website services are outside the scope of this Agreement unless separately agreed in writing.

2. Services Included

The Company will provide initial setup services that may include:

• Reviewing the Client’s offer and advertising objectives;
• Setting up or configuring the Client’s Google Ads account as necessary;
• Reviewing the Client’s Google Business Profile where relevant to the advertising campaign;
• Conducting keyword, search-intent, market, and targeting research;
• Developing the initial campaign structure and advertisements;
• Configuring reasonable conversion tracking where technically available; and
• Preparing and launching the initial campaign.

After launch, ongoing management may include search-term review, keyword and negative-keyword adjustments, advertisement testing, bid and budget optimization, geographic targeting adjustments, conversion-performance review, cost-per-lead monitoring, lead-quality analysis when the Client provides sufficient feedback, and other reasonable campaign optimizations based on available data.

3. Campaign Setup Timeline

The Company’s target is to have the initial Google Ads campaign built and ready for launch within 14 business days after all onboarding requirements have been completed. The 14-business-day period begins only after the Company has received all information, approvals, account access, business details, targeting information, website or landing-page information, and verification information reasonably required to perform the services.

Delays caused by incomplete information, delayed approvals, Google account reviews, advertiser verification, technical issues, or circumstances outside the Company’s reasonable control may extend the setup period.

4. Client Responsibilities

The Client agrees to cooperate reasonably with the Company and to:

• Provide complete and accurate business, service, pricing, offer, and promotional information;
• Provide the account access and approvals reasonably required to perform the services;
• Maintain a valid payment method with Google and fund the Google advertising budget;
• Ensure its services, claims, promotions, and business practices comply with applicable laws and Google policies;
• Respond to incoming leads in a reasonable manner; and
• Provide reasonable feedback regarding lead quality when requested.

The Client remains responsible for its business operations, sales process, customer service, pricing, service delivery, and closing of leads. The Company is not responsible for delays or reduced performance caused by missing information, delayed approvals, insufficient advertising budget, Client sales processes, unanswered leads, or other circumstances outside the Company’s reasonable control.

5. Management Fee

The Client agrees to pay the Company a management fee of $499 CAD per month. There is no separate Google Ads setup fee under this Agreement. The first $499 payment is due before onboarding and campaign setup begin and covers the initial campaign setup and the first period of management.

The Client commits to a minimum of three monthly management payments, for a minimum management commitment of $1,497 CAD, unless the Company agrees otherwise in writing. If the Client separately authorizes recurring billing, the Company may charge the authorized payment method according to the agreed billing schedule. Otherwise, the Client will pay invoices when due.

The Company is not currently adding GST/HST to the stated management fee. If the Company later becomes legally required to collect applicable taxes, those taxes may be added prospectively to future invoices.

Fee Adjustments. The management fee stated in this Agreement will remain unchanged during the initial three-month term. After the initial term, the Company may change its management fee by providing the Client with at least thirty (30) days’ written notice before the new pricing takes effect. Any price change will apply only to future billing periods and will not affect fees already paid or amounts already due. If the Client does not wish to continue under the revised pricing, the Client may terminate the month-to-month service by providing written notice before the new pricing takes effect.

6. Google Advertising Spend

The Google advertising budget is separate from the Company’s management fee. The Client will pay Google directly for all advertising charges through the Client’s Google Ads payments profile.

The Client remains responsible for approving and funding its advertising budget. The Company will not intentionally increase the Client’s approved monthly advertising budget without authorization from the Client.

7. Google Promotional Credits

The Client may qualify for promotional advertising credits offered directly by Google. The Company may assist with applying an available promotional offer when appropriate. Eligibility, spending requirements, deadlines, approval, value, and availability are determined entirely by Google. The Company does not guarantee that the Client will receive any Google promotional credit.

8. Initial Optimization Period

After the campaign is launched, the Company will perform an initial three-month optimization period. The purpose of this period is to collect advertising data, identify opportunities, and progressively optimize the campaign. The Parties acknowledge that Google Ads campaigns require sufficient time, traffic, and data before meaningful optimization decisions can be made. Setup work performed before campaign launch is included in the program and does not result in an additional setup fee.

9. After the Initial Three Months

At the end of the initial three-month optimization period, the Client may either continue having the Company manage the Google Ads campaign for $499 CAD per month on a month-to-month basis, subject to any properly noticed fee adjustment under Section 5, or take over management of the Google Ads campaign internally.

If the Client chooses to take over the campaign, the Company will provide a reasonable handover of the existing campaign and explain its basic structure and current settings. The Client should notify the Company before the end of the initial optimization period if it does not wish to continue into month-to-month management. After the initial period, either Party may terminate ongoing month-to-month management with 30 days’ written notice.

10. Early Cancellation During Initial Commitment

The Client may request that the Company stop services before completion of the initial three-month commitment. However, because the program includes initial setup, research, campaign development, and front-loaded optimization work, the remaining management fees within the minimum three-payment commitment will remain payable unless the Company agrees otherwise in writing. Fees already earned or relating to work already commenced are non-refundable except where required by applicable law.

11. Late or Failed Payments

If a payment to the Company becomes overdue, the Company may suspend campaign management until the outstanding amount is paid. Where reasonably necessary to prevent advertising from continuing without active management, the Company may also temporarily pause campaigns under its management. Suspension for non-payment does not remove amounts already due under this Agreement. Google advertising charges are billed separately by Google and are governed by Google’s billing policies.

12. Google Ads Account Ownership

Where reasonably possible, the Google Ads account will be created in or transferred to an account belonging to the Client. The Client retains ownership or administrative control of the Client’s Google Ads account, Google Business Profile, campaign performance data contained in the Client’s account, customer and lead information, and billing relationship with Google.

The Client authorizes the Company to link the Client’s Google Ads account to a manager account or otherwise receive the access necessary to manage the account during the term of this Agreement. The Company may remove its manager access when services end.

13. Company Intellectual Property

The Company retains ownership of its general marketing strategies, internal processes, templates, checklists, frameworks, know-how, research methods, reporting methods, internal tools, and reusable systems. This does not prevent the Client from retaining the campaigns, advertisements, keywords, settings, and performance data contained within the Client’s own Google Ads account after all outstanding fees have been paid.

14. No Guarantee of Results

The Company will use commercially reasonable efforts to professionally build, manage, and optimize the Client’s advertising campaigns. However, the Company does not guarantee any particular number or quality of leads, phone calls, appointments, customers, sales, revenue, profit, cost per lead, conversion rate, return on advertising spend, search position, or other specific business result.

Google Ads performance can be affected by competition, customer demand, geographic area, advertising budget, seasonality, the Client’s offer, pricing, website performance, sales process, Google platform decisions, and other factors outside the Company’s control. Examples or results from other businesses do not constitute a promise or guarantee that the Client will obtain similar results.

15. Google and Other Third-Party Platforms

Google and other platforms used in connection with the services are independent third parties and are not controlled by the Company. The Company is not responsible for third-party policy or algorithm changes, advertising approvals or disapprovals, account suspensions, verification requirements, billing decisions, platform outages, promotional-credit decisions, changes in advertising costs, or other actions outside the Company’s reasonable control. The Client remains responsible for complying with applicable platform policies and terms.

16. Services Outside the Scope

Only the services expressly described in this Agreement are included in the management fee. Any service not expressly included in this Agreement is outside the scope of the Google Ads Management Program and may require a separate agreement or additional fee. The Company will not charge the Client for additional services without the Client’s prior approval.

17. Client-Provided Content and Claims

The Client represents that it has the right to use any logos, photographs, trademarks, testimonials, business information, or other materials it provides to the Company. The Client is responsible for the accuracy and legality of claims regarding its products, services, pricing, licences, qualifications, guarantees, discounts, and promotions. The Company may refuse to publish content that it reasonably believes violates applicable law, Google policy, or third-party rights.

18. Confidentiality

Each Party will keep confidential any non-public business, customer, financial, technical, account, login, advertising, or strategic information received from the other Party. Confidential information may be used only as reasonably required to perform or receive services under this Agreement. The Company may share necessary information with employees or contractors involved in providing the services, provided they are subject to appropriate confidentiality obligations. This section survives termination of the Agreement.

19. Privacy and Data

Each Party is responsible for complying with applicable privacy requirements concerning personal information under its control. The Company may access advertising, analytics, conversion, and lead-related information only to the extent reasonably required to provide the services. The Company does not acquire ownership of the Client’s customer information.

20. Client Results, Testimonials and Case Studies

The Company will not publicly use the Client’s name, logo, identifiable testimonial, or identifiable advertising results as a public case study without the Client’s prior permission. The Company may use non-identifiable and aggregated information for internal analysis and improvement of its services.

21. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party will be liable to the other for indirect, incidental, special, punitive, or consequential losses, including lost profits or lost business opportunities arising from this Agreement.

Except for fraud, wilful misconduct, breaches of confidentiality, amounts owed under this Agreement, or liability that cannot legally be limited, the Company’s aggregate liability arising from this Agreement will not exceed the management fees actually paid to the Company during the three months immediately preceding the event giving rise to the claim. The Company is not responsible for losses resulting from incorrect or incomplete information supplied by the Client or circumstances reasonably outside the Company’s control.

22. Indemnification for Client Business and Content

The Client agrees to be responsible for claims arising from the Client’s products or services, unlawful business practices, Client-provided advertising claims, Client-provided intellectual property, or information supplied by the Client that infringes the rights of another person. This section does not apply to a claim caused by the Company’s fraud or wilful misconduct.

23. Suspension or Termination by the Company

The Company may suspend or terminate services if the Client fails to make required payments, materially breaches this Agreement, requests unlawful or deceptive advertising, provides materially false information, engages in conduct that creates a material legal or platform-policy risk, or prevents the Company from reasonably performing the agreed services. Where practical, the Company will provide notice and a reasonable opportunity to correct the issue before termination.

24. Events Outside Either Party’s Control

Neither Party will be considered in breach of this Agreement for delays caused by circumstances outside its reasonable control, including platform outages, government actions, widespread internet failures, natural disasters, or major failures of third-party services. Payment obligations relating to services already performed are not excused by this section.

25. Non-Exclusivity

Unless the Parties separately agree otherwise in writing, this Agreement does not create geographic, industry, or competitor exclusivity. The Company may provide marketing services to other businesses, provided that it does not disclose or misuse the Client’s confidential information.

26. Independent Contractor

The Company is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency between the Parties.

27. Notices

Formal notices under this Agreement may be delivered electronically to the email addresses designated by the Parties in the signature section or through the Company’s e-signature process. A Party must notify the other Party if its designated email address changes.

28. Changes to This Agreement

Any material change to the scope of services, pricing, or obligations under this Agreement must be agreed to in writing by both Parties. Email confirmation may constitute written agreement where the Parties clearly intend to approve the change.

29. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the Google Ads services described in it and replaces prior discussions, proposals, emails, or representations concerning the same services, except where this Agreement expressly incorporates them.

30. Severability and Waiver

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in effect to the extent permitted by law. A Party’s failure to immediately enforce a provision of this Agreement does not waive its right to enforce that provision later.

31. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The Parties agree to first attempt in good faith to resolve any dispute directly before beginning formal legal proceedings. Any unresolved dispute may be brought before a court of competent jurisdiction in Ontario.

32. Electronic Signature & Acceptance

The Parties agree that this Agreement may be entered into electronically. By completing the Customer Information fields, checking both acceptance boxes below, and clicking “Agree & Pay,” the Client is electronically signing this Agreement and confirms that doing so has the same legal effect as a handwritten signature. The Company will record the Client’s full legal name, business name, email address, the exact date and time of acceptance, the version of this Agreement accepted, and technical details of the acceptance (such as IP address and browser information) as proof of electronic signature. The individual completing this process represents that they have the authority to bind the Client named above to this Agreement. This Agreement is effective as of the date and time of that electronic acceptance.