Terms of
Service.

01 Engagement Framework

Scope. The Company will provide only those Services identified in the Order Form, on the terms set forth in the corresponding Service Addendum. Any additional or out-of-scope work must be documented in writing and accepted by both parties (including by deemed acceptance under Section 4.4) before the Company performs it. The Company may decline any additional work in its sole discretion.

Priority of Terms. The Order Form describes the scope of work and the operational tasks to be performed. Any marketing language, examples of potential results, performance illustrations, case studies, or outcome-based statements made in the Order Form, on sales or onboarding calls, in marketing materials, or in any written communication are provided for general informational purposes only and do not modify this Agreement. If there is any inconsistency between the Order Form and these General Terms, the Order Form controls as to the scope, fees, and Service-specific terms it addresses; these General Terms control as to all other matters, except as expressly modified by an applicable Service Addendum.

Statement Descriptor. Charges may appear on the Client’s card statement under the name of the Company’s billing entity or payment processor. This may include variations such as “Stryker Digital,” “Stryker Design,” or other approved processor descriptors.

No Management or Editorial Control. The Company may provide advice, research, and recommendations, but the Client is responsible for evaluating, approving, and implementing them and for the results of its own business decisions.

02 Company Responsibilities

The Company will:

• perform the Services in a professional, diligent, and workmanlike manner;
• devote the time and resources reasonably necessary to perform the Services for each billing period;
• communicate about scope changes, delays, or material issues affecting the Services; and
• for each billing period of a recurring Service, deliver at least one documented client-facing update as described in the applicable Service Addendum, which constitutes confirmation that Services were performed for that period.

03 Client Responsibilities

The Client agrees to:

• complete the onboarding form provided by the Company and provide accurate and complete business information, service details, pricing, and location data;
• provide the access, credentials, materials, and assets reasonably required for the applicable Service (as described in the corresponding Service Addendum) on a timely basis;
• attend, or promptly reschedule, onboarding and progress calls when requested;
• respond to communications, and review and approve requested materials (such as drafts or landing-page previews), within five (5) business days of receipt unless a different period is specified in the applicable Service Addendum; and
• maintain access to the Client’s dedicated Slack channel and a valid contact email address.

The Client acknowledges that the Company is not responsible for performance issues, delays, or limitations caused by the Client’s refusal or failure to provide necessary access, information, materials, or approvals. The Client will promptly notify the Company in writing if any information previously provided was or has become materially inaccurate.

Failure to Provide Materials or Access. If the Client does not provide required information, access, or assets within seven (7) days of the Company’s request, the Company may proceed using placeholder assets, industry-standard or Company-created content, reasonable assumptions based on available information, or publicly available data; may focus the billing period on strategy, research, planning, and written recommendations; and/or may recommend pausing or adjusting future billing until sufficient access is granted. Such substitutions and activities constitute valid Service delivery, and the Company will document them through the Client-facing update described in the applicable Service Addendum.

Impact of Client Delays. Delays or failures by the Client to provide information, access, materials, feedback, or approvals may affect timelines and results. Fees already paid for a given billing period are not refundable solely due to such delays, provided the Company remains ready and able to perform Services within that billing period. Client-caused delays do not constitute grounds for cancellation, refund, chargeback, or non-payment.

Material Quality. The Company is not responsible for the quality, accuracy, ownership, or legality of Client-provided materials, including images, videos, logos, text, or other content. The Client represents and warrants that all materials it provides are owned by or validly licensed to the Client and that their use in connection with the Services will not infringe the rights of any third party.

04 Communications, Approvals, and Electronic Notices

Channels. Routine communication occurs primarily within the Client’s dedicated Slack channel, by email, and through scheduled meetings. All project communication and direction must be transmitted via email or Slack to ensure accurate documentation; verbal discussions, including by telephone, do not constitute binding direction under this Agreement.

Binding Approvals. Any approval, confirmation, or direction provided by the Client or the Client’s designated representative via email or Slack is binding and final.

Deemed Delivery. Updates, reports, and drafts are considered delivered once posted to the Client’s Slack channel or sent to the email address on file, whether to the inbox or any filtered folder, and regardless of whether the Client opens, views, replies to, or acknowledges them. Formal notices required under Sections 5.6, 6, and 18.2 must be sent to the email address on file and are deemed delivered two (2) business days after sending, provided the sender does not receive a delivery-failure notification. The Client is responsible for maintaining a valid email address and for checking spam, junk, and promotions folders. Failure to locate or read a routine communication does not affect the validity of this Agreement, the billing schedule, or any timeline.

Deemed Acceptance of Out-of-Scope Work. An authorization for out-of-scope work, a change order, or a draft sent to the Client by email or Slack is deemed accepted if the Client does not object in writing within seven (7) days of receipt, except where the applicable Service Addendum specifies a different period. Amendments to these General Terms or any Service Addendum require affirmative written acceptance by both parties, except as provided in Section 18.2.

Service Concerns; Timely Notice. If the Client believes any aspect of the Services is unsatisfactory, not as described, or requires correction, the Client must notify the Company in writing (by email or Slack) within seven (7) days of receiving the relevant update or deliverable or becoming aware of the issue. If the Client does not provide written notice within this period, the Services delivered during that period are deemed accepted, and the Client waives any claim that such Services were unsatisfactory or not as described. The Company will make reasonable efforts to address concerns raised on timely notice.

Post-Acceptance Notices. Upon accepting the Order Form and submitting payment, the Client will receive, by email, a payment receipt, a service-enrollment confirmation that includes a summary of Services purchased and the billing and cancellation terms, and onboarding instructions.

05 Fees and Billing Authorization

Fees. The fees for each Service, including any monthly fee, setup fee, one-time project fee, and add-on pricing, are set forth in the Order Form and the applicable Service Addendum. All fees are non-refundable once the corresponding billing period has begun and the Company has commenced work, except as otherwise provided in this Agreement.

Billing Authorization. By accepting the Order Form and entering payment details, the individual submitting payment represents that they are the authorized cardholder (or are authorized to use the payment method) and expressly authorizes the Company and its payment processor to charge the payment method on file for (a) the initial payment, and (b) any automatically recurring fees described in the applicable Service Addendum, at the start of each billing cycle, until canceled in accordance with Section 6. The Client may submit payment via credit card, debit card, or ACH through the Company’s approved payment processor and agrees to maintain accurate, up-to-date billing information.

Recurring Billing Cycles. For recurring Services, billing periods recur approximately every thirty (30) days based on the date of the initial charge, and the specific calendar date of each charge may vary slightly from month to month. Recurring fees are billed in advance for the upcoming service period. One-time project fees are billed in full in advance as described in the applicable Service Addendum.

Scope of Each Billing Period. Each billing period of a recurring Service covers the Company’s allocation of time, expertise, and resources toward the Client’s strategy, implementation, monitoring, optimization, reporting, and communication for that period. Certain activities are externally observable (for example, content publication, campaign launches, or site changes) and others are performed internally (for example, analysis, research, planning, monitoring, and outreach). Research, analysis, monitoring, strategy development, and account oversight are integral, billable components of the Services and remain billable even when not all actions are immediately observable by the Client.

No Result-Contingent Fees. For the avoidance of doubt, the Client acknowledges and agrees that payment is not contingent on any specific ranking, traffic level, lead volume, conversion rate, sale, or revenue, as performance depends on factors outside the Company’s control.

Annual Adjustment. Recurring fees may increase as set forth in the applicable Service Addendum. Where an Addendum does not specify, recurring fees may increase by up to five percent (5%) every twelve (12) months, with at least thirty (30) days’ advance written notice of the new amount and effective date; the Client may cancel the affected Service before the effective date to avoid the new rate.

Refund Policy. Except as expressly stated in a Service Addendum, the Company does not provide refunds for Services already performed for a billing period that has started, and fees are non-refundable once work has begun. Any goodwill exception is granted at the Company’s sole discretion, processed to the original payment method within ten (10) business days, confirmed in writing, and does not modify this Agreement or establish precedent. This Section does not limit any rights the Client may have with its payment provider under applicable card-network rules.

Failed Payments; Suspension. Failed payments must be resolved within seven (7) days of notice. The Company may pause or suspend Services, delay delivery, or withhold deliverables while any amount is past due or any payment dispute, chargeback, or retrieval request is being investigated, and may resume once the account is in good standing. Any amount not paid when due bears interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date due until paid in full. Interest accrues without the need for notice or demand.

06 Term, Cancellation, and Termination

Term. Each recurring Service begins on the Effective Date (or the date the corresponding Service Addendum is added by amendment) and continues on a month-to-month basis until canceled in accordance with this Section, except where the applicable Service Addendum specifies a minimum commitment or a fixed term. One-time Services conclude upon delivery as described in the applicable Service Addendum.

Client Cancellation. The Client may cancel a recurring Service at any time by providing written notice to billing@stryker-digital.com or by posting a written message in the Client’s dedicated Slack channel. Unless the applicable Service Addendum provides otherwise, a cancellation submitted during a billing period becomes effective at the end of that billing period, and the Client retains access to the Service through the end of the paid period. No further recurring charges are processed after the cancellation effective date, other than any Early Termination Fee permitted under Section 6.3.

Early Termination Fee. Where the applicable Service Addendum provides for an Early Termination Fee (“ETF”), the ETF is disclosed at the time of acceptance and constitutes an agreed component of the pricing structure for that Service. The ETF compensates the Company for allocated staff time, pre-scheduled deliverables, and work already in progress or scheduled for delivery. Any ETF is charged before the cancellation effective date and is not a post-cancellation recurring charge.

Company Termination for Convenience. The Company may terminate any Service, with or without cause, upon written notice to the Client. In that case, no Early Termination Fee applies; for recurring Services, the Service continues through the end of the current paid billing period and no further recurring charges are processed.

Termination for Cause. The Company may suspend or terminate immediately if the Client materially breaches this Agreement, fails to pay any amount when due, makes a material misrepresentation, refuses to provide reasonably requested information or access, or acts in a manner that would require the Company to violate applicable law or its professional or ethical obligations. The Client may terminate this Agreement immediately upon written notice if the Company materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail. In that case, the Company will refund any prepaid fees for Services not yet performed as of the termination effective date.

No Retroactive Refunds; Confirmation. Cancellation is prospective only and does not entitle the Client to refunds or credits for prior billing periods or for Services already performed, subject to the refund provisions in Section 5.7.

Survival. Provisions that by their nature should survive, including Sections 5 through 17 and Section 19, survive termination.

07 Call Recordings, Data Logs, and Documentation

Recordings. The Company may record sales calls, onboarding calls, monthly or progress meetings, support calls, and other project-related communications (including audio, video, and automated transcripts) for documentation, accuracy, quality assurance, and training purposes. The Company will provide verbal or automated notice at the start of any recorded communication. By continuing the call after such notice, all participants consent to the recording. The Client is responsible for informing any of its personnel or representatives who participate in calls that the Company records its communications.

Technical Data. The Client acknowledges that the Company and its payment processors may automatically collect, store, and use technical information during Order Form acceptance, payment submission, account access, and communications, including IP addresses, device information and fingerprints, browser type, approximate geolocation, access timestamps, and submission logs from hosting, content-management, payment, or security systems. Such information may be used for fraud prevention, identity and payment-authorization confirmation, security, internal documentation, and responding to card-network disputes (including Visa 10.4, Mastercard 4837, and American Express F29 fraud claims), audits, or legal process.

Confidentiality of Records. Recordings and technical logs are confidential, are used only for the purposes stated above unless required by law, and may be referenced internally.

08 Documentation as Proof of Service

For each billing period of a recurring Service, the monthly reports, account change history, optimization logs, documented recommendations, content delivered, and internal work records maintained by the Company collectively constitute evidence of Services provided. The Company will deliver at least one documented Client-facing update each billing period summarizing the principal activities performed during that period (such as a written summary, Slack message, recorded video, optimization overview, account-change review, or completed progress meeting), and delivery of such an update satisfies the Company’s obligation to provide proof of Services for that period for purposes of billing and payment-dispute resolution, regardless of whether the Client responds or acknowledges receipt. Additional documentation may be provided upon reasonable request.

09 Third-Party Tools and Outages

Use of Third-Party Tools. The Company may use and integrate third-party tools, platforms, and services as part of Service delivery (for example, advertising, analytics, SEO, hosting, CRM, scheduling, and communication tools).

No Liability for Third Parties. The Company is not responsible or liable for outages, service degradation, malfunctions, functionality changes or discontinuations, changes in terms or policies, or failures of any third-party service. The Company will use commercially reasonable efforts to adapt and continue providing Services, but any required replacement, reconfiguration, or troubleshooting caused by third-party issues may incur additional fees, and the Company is not liable for downtime, data loss, functionality loss, or business impact caused by third-party services.

10 No Performance Guarantees

No Guarantee of Results. The Company does not guarantee, warrant, or represent that the Services or any deliverable will achieve any specific outcome, including search rankings or visibility, organic or paid traffic, impressions, clicks, lead volume, cost per lead, conversion rates, sales, revenue, profitability, or any other marketing, advertising, or financial result. All performance varies based on market conditions, competition, budget, industry, seasonality, the Client’s own sales and lead-handling processes, third-party platforms and algorithms, and other factors outside the Company’s control.

Illustrations and Marketing Statements. Any examples, illustrations, sample layouts, mockups, performance ranges, charts, projections, or estimates shown or discussed in sales materials, proposals, calls, or marketing content are illustrative only and do not constitute a promise, guarantee, or commitment to achieve any result. The Client agrees that it is not relying on any verbal statement, example, case study, comparative result, performance projection, or marketing representation in entering into this Agreement, and such statements do not form part of the Services, deliverables, or performance obligations.

Reserved.

Disclaimer of Warranties. EXCEPT FOR THE EXPRESS COMMITMENTS IN SECTION 2, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS REPRESENTATIVES CREATES A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11 Limitation of Liability

No Indirect Damages. To the maximum extent permitted by law, the Company is not liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost revenue, lost business, loss of data, business interruption, or loss of goodwill, even if the possibility of such damages was communicated or foreseeable.

Cap on Liability. To the maximum extent permitted by law, the Company’s total aggregate liability for any claim arising out of or relating to this Agreement, the Services, or any deliverable, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed: (a) for a recurring Service, the fees paid by the Client to the Company for that Service during the most recent month of Services; or (b) for a one-time Service, the total amount paid by the Client for the specific project to which the claim relates.

Specific Exclusions of Liability. Without limiting the foregoing, the Company is not liable for: incorrect, inaccurate, or incomplete information supplied by the Client; platform algorithm, policy, or pricing changes; account suspensions, disapprovals, restrictions, or enforcement actions by Google or other platforms; website, landing-page, or hosting downtime, slow loading, or tracking failures outside the Company’s control; failures of third-party platforms, tools, integrations, or software; issues caused by Client edits, unauthorized modifications, or third-party access; or the Client’s internal sales processes, lead handling, follow-up, conversion, or revenue outcomes.

12 Indemnification

By Client. The Client will indemnify, defend, and hold harmless the Company and its members, officers, employees, contractors, and agents from any claim, loss, liability, cost, or expense (including reasonable attorneys’ fees) arising out of (a) the Client’s materials, content, data, business practices, or legal compliance; (b) any misrepresentation, omission, or provision of inaccurate or incomplete information to the Company; (c) the Client’s use of any deliverable for a purpose other than that contemplated by this Agreement; or (d) the Client’s breach of this Agreement.

By Company. The Company will indemnify the Client for direct damages caused by the Company’s gross negligence or willful misconduct, subject to the limitations set forth in Section 11.

13 Intellectual Property

Pre-Existing and Company IP. Each party retains all right, title, and interest in its pre-existing intellectual property. The Company’s templates, themes, methodologies, work product, checklists, software, and know-how remain the exclusive property of the Company, which may continue to use them for itself and other clients.

Client Deliverables. Subject to payment in full, the Client owns the final deliverables and content created specifically for the Client’s project, except for paid plugins, licensed tools, and Company-owned templates, which are licensed for use but not owned. Paid plugins or licensed tools required for specific functionality are the Client’s financial responsibility and must be purchased before implementation.

Account and File Access. Access credentials and the handover of files or accounts are addressed in the applicable Service Addendum. Any issues caused by the Client’s edits, unauthorized plugins, or third-party modifications after handover are the Client’s responsibility and may be billable.

14 Confidentiality and Proprietary Systems

Confidentiality. Each party will hold the other’s non-public business information, strategies, pricing, fee structures, the terms of any discount or promotional arrangement, and proprietary materials (collectively, “Confidential Information”) in confidence and use them only to perform this Agreement. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to or independently developed by the receiving party, is received from a third party without restriction, or is required to be disclosed by law or legal process (with prompt notice where lawful).

Proprietary Communication Systems. To protect internal processes and intellectual property, the Client agrees not to add outside agencies or consultants to Company-managed Slack channels or internal systems without the Company’s prior written approval.

Publicity. The Company may identify the Client by name and logo as a client in marketing or representative-client materials, unless the Client requests otherwise in writing.

15 Promotions, Payment Disputes, and Force Majeure

Special Offers and Promotional Guarantees. Any promotional pricing, discount, bonus, or guarantee must be documented in writing in the Order Form or a signed addendum, including all eligibility requirements, conditions, and timeframes; if it is not so documented, it does not apply. Promotions apply only to Clients who execute an Order Form during an active promotional period, satisfy all stated eligibility requirements, and are approved by the Company. Promotions do not apply retroactively and may be created, modified, or discontinued at any time in the Company’s sole discretion. The Company offers no performance, lead, revenue, cost-per-lead, or result-based guarantee unless expressly stated in a written addendum signed by both parties; no such guarantee is in effect as of the date of this Agreement.

Payment Concerns and Chargebacks. If the Client believes there is a billing error, the Client agrees to contact the Company in writing (by email or Slack) so the parties can review and resolve it in good faith within a reasonable time. The Company may temporarily pause Services during the investigation of any payment dispute, chargeback, or retrieval request. This Agreement does not restrict the Client’s rights with its payment provider under applicable card-network rules.

Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, government action, widespread outages, pandemic, labor disruption, or cyber-incidents. The affected party will use commercially reasonable efforts to resume performance promptly.

16 Dispute Resolution and Arbitration

Informal Resolution. The parties will first attempt in good faith to resolve any dispute informally.

Binding Arbitration. If a dispute is not resolved informally, it will be submitted to binding arbitration administered by the American Arbitration Association (AAA) in the State of Florida, before a single arbitrator, whose decision is final and binding. The parties waive any right to a trial by jury and any right to bring or participate in a class action.

Court Actions; Card-Network Rights. Court actions are permitted only to enforce an arbitration award or to seek injunctive relief, and the exclusive venue for any such action is the state or federal courts located in Florida. Nothing in this Section limits the Client’s ability to dispute charges with its card issuer where permitted by applicable card-network rules.

Attorneys’ Fees and Collection Costs. In any arbitration or permitted legal proceeding, the prevailing party is entitled to recover reasonable attorneys’ fees and costs. The Client agrees to pay all costs and expenses incurred by the Company in collecting past-due amounts, including reasonable attorneys’ fees, collection-agency fees, and related costs, whether or not a formal proceeding is commenced.

17 Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles. Subject to Section 16, the parties consent to the personal jurisdiction of, and venue in, the state and federal courts located in Florida for any dispute, claim, or legal action arising out of or relating to this Agreement.

18 Amendments

By Agreement. Except as provided in Section 18.2, any change to this Agreement must be made in writing and acknowledged by both parties. Amendments may be delivered electronically and are deemed accepted upon electronic signature, written confirmation, or continued use of the Services after receipt of the updated terms. Adding a new Service requires a written amendment to the Order Form or a new Order Form, which automatically incorporates the Service Addendum for that Service.

Updates to General Terms. The Company may update these General Terms by posting a revised version at the URL referenced in the Order Form. The revised version becomes effective thirty (30) days after posting unless the Client objects in writing within that period. If the Client objects within that period, the Client may cancel any affected Service before the effective date of the revised version to avoid the new terms; continued use of the Services after the effective date constitutes acceptance of the revised version.

19 Miscellaneous

Entire Agreement. The Order Form, these General Terms (as published at the referenced URL), and each applicable Service Addendum constitute the entire agreement of the parties regarding their subject matter and supersede all prior or contemporaneous discussions, proposals, or agreements. No verbal statement or prior discussion modifies this Agreement.

Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that the Company may assign to a successor in connection with a merger, reorganization, or sale of substantially all its assets.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to be enforceable.

Waiver. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any subsequent breach.

Subcontractors. The Company may engage qualified subcontractors to assist in performing the Services, provided they are bound by confidentiality obligations no less protective than Section 14. The Company remains responsible for the Services performed by its subcontractors.

Counterparts; Electronic Signatures. This Agreement may be accepted electronically and in counterparts, each of which is deemed an original and all of which together constitute one agreement.

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

01 Services Included

This Addendum governs ongoing Google Ads management. The specific mix, priorities, and level of effort each month align with the tier and scope described in the Order Form and may include combinations of:

• campaign setup, restructuring, or optimization;
• keyword research and targeting adjustments;
• ad copy creation, testing, and revisions;
• bid strategy configuration and optimization;
• audience targeting and refinement;
• conversion tracking setup, audits, or troubleshooting;
• landing page recommendations;
• ongoing campaign monitoring, budget pacing oversight, and adjustments; and
• reporting and communication related to the above.

The Order Form outlines the operational Services to be performed and does not constitute a guarantee of outcomes. The services listed above represent the scope of activities the Company may perform each billing period. The specific mix, frequency, and level of effort for each activity depend on account needs, available data, optimization cycles, market conditions, and the Client’s timely provision of access, information, and materials.

02 Service Start

Work begins on the Effective Date. Within twenty-four (24) hours of payment, the Company will allocate internal resources and begin campaign preparation, including market research, competitor analysis, keyword research, and strategic planning. The first written or video update is delivered after the Client completes the onboarding form and provides the necessary access, because the onboarding form is required to create the Client’s dedicated Slack channel and begin Client-facing communication. If the Client delays or fails to complete the onboarding form, the internal preparation work described above constitutes valid Service delivery for that billing period. The onboarding call serves to confirm targeting, budgets, landing-page requirements, and tracking needs but is not a condition precedent to the commencement of Services.

03 Required Access

To perform the Services, the Client agrees to provide timely access, as applicable, to: Google Ads (admin access); Google Tag Manager; Google Analytics; the website backend or landing-page builder; call-tracking software or phone numbers; and CRM (when required for implementation). If the Client does not provide minimum access to at least one primary platform (for example, the website or Google Ads admin access) within a reasonable time after the Effective Date, Section 3.1 of Part I applies.

04 Client-Induced Performance Limitations

The Company is not responsible for limitations to results caused by:

• unauthorized edits by the Client or third parties to the landing page or the Google Ads account;
• budget, campaign, or bid changes made in the Google Ads account by the Client or third parties;
• removal or modification of ad campaigns;
• restricted, revoked, or delayed access to necessary accounts; or
• the Client’s failure to implement recommendations clearly documented by the Company.

In these situations the Company will continue providing Services to the extent reasonably possible and may recommend pausing or terminating Services rather than continuing to bill if it cannot perform meaningful work in a future billing period.

05 Service Continuity

Ad management requires ongoing work over time. Billing periods are not paused or pro-rated once begun, except where both parties agree in writing due to extraordinary circumstances (for example, business closure or natural disaster). If external circumstances such as platform outages or algorithm updates affect performance, the Company will continue providing Services to the best of its ability, which may include shifting effort toward landing-page edits, new campaigns, or strategy. If the Company anticipates being unable to provide meaningful Services for a future billing period, the parties will discuss pausing, crediting, or adjusting Services.

06 Reporting

Reporting for this Service is delivered primarily through monthly progress calls and Slack communication rather than standardized PDF reports, and may address campaign performance, budget pacing, optimization actions, search-term insights, lead-flow trends, landing-page performance, and priorities for the upcoming billing period. At the end of each billing period the Company will send a scheduling link via Slack to arrange the monthly progress call; if the Client does not schedule or attend, the Company will deliver the required monthly update under Part I, Section 8.

07 Fees and Term

Fees. The monthly fee, any setup fee, and any add-on pricing are set forth in the Order Form. This Service is recurring and continues month-to-month under Part I, Section 6 until canceled.

Early Termination Fee. The Company may charge a one-time Early Termination Fee equal to one (1) month of Service if the Client cancels within the first sixty (60) days of Service, or before completion of any initial work period defined in the Order Form. The ETF covers allocated staff time, pre-scheduled deliverables, and work already in progress or scheduled for delivery, is disclosed at acceptance as part of the pricing structure, and is charged before the cancellation effective date in accordance with Part I, Section 6.3.

08 Media Spend and Budget Authorization

8.1 Payment to Platform. All advertising spend, media budget, and platform costs (collectively, “Ad Spend”) are paid by the Client directly to Google or the applicable advertising platform using the Client’s own payment method on file with that platform. Ad Spend is separate from, and in addition to, the Company’s management fees, which compensate the Company solely for the Services and do not include or fund Ad Spend. The Company does not receive, hold, control, or take possession of the Client’s Ad Spend, and the billing relationship for Ad Spend is solely between the Client and the platform.

8.2 Budget Authorization. The Company will configure and manage campaign budgets and bids at the spend level set forth in the Order Form or otherwise approved by the Client in writing. The Client authorizes the Company to create, set, adjust, and optimize budgets and bids within the approved spend level as part of the Services without obtaining separate approval for routine adjustments that remain within the approved level. The Client is responsible for maintaining a valid, funded payment method with the platform; the Company is not responsible for campaign pauses, account suspensions, or lost performance caused by the Client’s declined, expired, or insufficient platform payment method.

8.3 Platform Budget Pacing. The Client acknowledges that Google and other platforms control budget delivery and pacing and may spend more than a stated daily budget on a given day (for example, Google may deliver up to twice a daily budget) while pacing total spend over a calendar period under the platform’s own terms. Such pacing is platform behavior outside the Company’s control, and the Company is not liable for it.

8.4 No Liability for Ad Spend. To the maximum extent permitted by law, the Company is not liable for the amount of Ad Spend, the performance, return, or profitability of Ad Spend, Ad Spend that does not produce clicks, leads, calls, or sales, or Ad Spend consumed by invalid, fraudulent, accidental, competitor, or non-converting clicks or impressions. Credits, refunds, or adjustments for invalid or fraudulent traffic are governed solely by the platform’s policies, and the Company does not guarantee, advance, or reimburse any such amount. Any claim relating to Ad Spend remains subject to the limitation and cap on liability in Part I, Section 11, and for the avoidance of doubt, Ad Spend is not recoverable from the Company as direct damages.

01 Services Included

This Addendum governs website design and development. The full and exclusive description of deliverables is the Order Form, together with any approved change orders. For card-network purposes, a website is delivered as described if it includes the pages, sections, and functionality listed in the Order Form, implemented using standard WordPress themes, plugins, and embeddable tools. Services may include:

• a custom WordPress website with the number of pages specified in the Order Form;
• implementation of provided or created content;
• foundational on-page SEO setup;
• mobile responsiveness; and
• configuration of approved WordPress-compatible plugins or third-party embeddable tools.

The Company does not provide custom-coded applications, custom software development, API integrations (unless separately contracted), or features not achievable through plugins or embed codes. Advanced features must be implemented through approved plugins, embeddable tools, or compatible integrations; any feature requiring a licensed plugin, paid software, or subscription is the Client’s financial responsibility, and certain requested features may not be achievable within WordPress’s technical boundaries.

02 Project Start, Timeline, and Client Materials

Start. Work begins upon payment. Within twenty-four (24) hours, the Company allocates resources, briefs the development team, and begins research and preparation.

Client Materials. The Client will provide a completed onboarding form, a high-resolution logo and any branded assets it wishes included, written content, timely review of drafts, and one consolidated set of feedback through a single point of contact. If the Client does not provide a logo, images, or written content, the Company may proceed using industry-standard placeholder content, stock imagery, or Company-created content based on the services and locations provided, which is acceptable for project completion and launch; the Client is responsible for reviewing all text for accuracy during the revision process.

Timeline. The project timeline begins only after all required materials are received. A commercially reasonable timeframe for a standard project is up to ninety (90) days after receipt of all required materials, assuming timely Client responsiveness. Timelines discussed during sales or onboarding are estimates only and do not constitute guarantees. Client-caused delays extend the project timeframe proportionally and do not constitute grounds for cancellation, refund, or non-payment.

03 Revisions and Change Control

Included Revisions. The Client is entitled to two (2) rounds of revisions during the design phase. A “revision round” is a single written submission of requested edits delivered within a twenty-four (24) hour window; multiple submissions within the same twenty-four (24) hour window are treated as one revision round, and submissions made after the window closes are treated as a new revision round. Revision requests must be submitted within five (5) business days of receiving a draft and may be submitted as written descriptions, annotated screenshots, or video walkthroughs.

Stages. Revisions occur in sequence: Stage 1 (homepage), then Stage 2 (secondary pages). Once the Client approves the homepage, structural or layout changes requested afterward are classified as new work.

Out-of-Scope Revisions. Revisions are limited to adjustments of existing text, images, colors, and layout elements. Structural layout changes, redesigns or alternative concepts, new templates, additional pages or sections, and new functionality not specified in the Order Form are not revisions and require additional payment.

Functional Errors. A “functional error” is a defect that prevents normal viewing or use of the website on current versions of major browsers (Chrome, Safari, Edge). The Company will correct functional errors caused solely by the Company at no additional cost if reported within thirty (30) days of launch. Requests based on subjective design preferences, or that modify layout, styling, content, structure, or functionality not included in the Order Form, are new work and require additional payment.

04 Approval, Launch, and Post-Launch

Approval. Approval occurs when the Client or its designated representative provides written confirmation via email or Slack that the website, homepage, or a specific page is approved for publication. If the Client does not provide approval or revision requests within five (5) business days of receiving a draft, the draft is deemed approved for project progression and launch preparation.

Launch. After approval (express or implied), the Company will connect the website to the Client’s domain, configure DNS, install SSL and perform technical setup, publish the site, conduct a final quality check, and confirm by email that the website is live. Launch preparation begins immediately upon approval and cannot be reversed. Approval is final and constitutes authorization to proceed with launch.

Delivery. For card-network purposes, the website design Service is delivered in full on the date the Company launches the website on the Client’s domain and sends written confirmation with the live URL. If the project is deemed abandoned under Section 4.5 of this Addendum, delivery occurs on the date the Company delivers the completed website files and administrative login credentials to the Client by email.

Post-Launch. After the website is live, no revisions, edits, or design changes of any kind are included, and all post-launch requests require additional payment, except that the Company will correct functional errors caused solely by the Company. The Company is not responsible for issues caused by the Client, third-party tools, plugin updates, hosting environments, or unauthorized edits.

Unresponsiveness and Abandonment. If the Client becomes unresponsive, the project is placed on hold after fourteen (14) consecutive days of non-responsiveness. After thirty (30) consecutive days of non-responsiveness, the project is deemed abandoned and complete, all remaining revision rights are forfeited, the project is considered delivered in full, and no refunds or credits are issued. Restarting an abandoned project requires a new project fee.

05 Payment Terms

Full upfront payment is required before any work begins; submission of payment authorizes the Company to allocate resources and initiate the project. Payments are non-refundable once work has begun, including the internal preparation that commences within twenty-four (24) hours of payment. Any additional services outside the Order Form scope require prior written approval and a separate invoice or change order, and any unpaid balance for add-on work, additional revisions, plugin licenses, or third-party costs must be paid before those items are delivered.

06 Website Access and Ownership

Upon full payment, the Client owns the website files and content created specifically for the project, except for paid plugins, licensed tools, and Company-owned templates, which are licensed but not owned, consistent with Part I, Section 13. Once launched, the Client receives administrative login credentials to the WordPress dashboard and may make edits, add content, or manage the site. Any issues caused by Client edits, unauthorized plugins, or third-party modifications are billable.

07 Website Hosting

Hosting Subscription. If the Client affirmatively selects hosting in the Order Form, the Client authorizes the Company and its payment processor to charge the payment method on file the monthly hosting amount specified in the Order Form (the “Hosting Fee”) on a recurring monthly basis until canceled. The Order Form will clearly and conspicuously disclose the Hosting Fee amount and recurring nature before the Client submits payment. The first Hosting Fee is charged upon Order Form acceptance and renews on or about the same calendar day each month.

Hosting Services. Hosting includes a 99.9% uptime environment, monthly backups, SSL installation, and advanced security monitoring.

Price Increase. The Hosting Fee may increase by up to five percent (5%) every twelve (12) months on at least thirty (30) days’ written notice; the Client may cancel hosting before the effective date to avoid the new rate.

Non-Use; Grace Period. Failure to use or access the website or hosting is not cancellation, and charges continue until a valid cancellation is submitted. If a hosting payment fails, the Company sends notice; if unpaid after seven (7) days, a second notice is sent; if still unpaid after an additional three (3) days, hosting may be suspended after the Company delivers the website files so the Client may migrate. No further hosting charges are processed after suspension unless the Client reactivates.

Hosting Cancellation. Hosting may be canceled at any time by written notice to billing@stryker-digital.com or via the Client’s dedicated Slack channel. Cancellation becomes effective at the end of the current billing period that begins at least thirty (30) days after the Company receives the request. No refunds are issued for partial hosting months.

Hosting Access and Migration. The Client does not receive backend hosting or server-level access; the Company will make DNS or hosting-level adjustments upon request. If the Client requires server access, the Company will provide the website files for independent hosting at no additional cost. Company-assisted migration to a new hosting provider after thirty (30) days of Company-provided hosting requires a $500 migration fee.

08 Term

The website design Service concludes upon delivery under Section 4.3, subject to the post-launch and abandonment provisions above. Any hosting subscription continues month-to-month under this Addendum and Part I until canceled. No Early Termination Fee applies to this Addendum.

01 Services Included

This Addendum governs ongoing search engine optimization. SEO deliverables vary by package; the specific mix and, where applicable, expected quantity or level of effort for each month align with the Order Form and may include combinations of:

• website content creation or optimization;
• link building and citations;
• Google Business Profile optimization and local SEO activities;
• technical SEO updates and fixes;
• reputation management efforts;
• ongoing monitoring, analysis, and strategy adjustments; and
• reporting and communication related to the above.

Research, planning, analysis, monitoring, and strategy are integral, billable parts of SEO even when not all actions are immediately visible on public assets.

02 Service Start

Work begins on the Effective Date. Initial activities may include research, audits, strategy development, content planning, and technical review. The onboarding call serves to clarify goals but is not a condition precedent to the commencement of Services.

03 Required Access

To perform the Services, the Client agrees to provide timely access, as applicable, to: the website backend / CMS; Google Business Profile; Google Search Console; Google Analytics / GA4; the domain registrar or DNS settings (when required); and any additional platforms reasonably required for the agreed scope. If the Client does not provide minimum access to at least one primary platform within a reasonable time after the Effective Date, Section 3.1 of Part I applies.

04 Client-Induced Performance Limitations

The Company is not responsible for limitations to results caused by:

• unauthorized edits by the Client or third parties;
• removal or modification of content, backlinks, or citations;
• restricted, revoked, or delayed access to necessary accounts;
• suspension or restriction of the Client’s Google Business Profile or other platforms; or
• the Client’s failure to implement recommendations clearly documented by the Company.

05 Service Continuity

Billing periods are not paused or pro-rated once begun, except where both parties agree in writing due to extraordinary circumstances. If external circumstances such as platform outages or algorithm updates affect performance, the Company will continue providing Services to the best of its ability, which may include shifting effort toward content, technical improvements, link building, or strategy.

06 Google Business Profile Verification (If Applicable)

Google Business Profile (“GBP”) verification assistance may be offered as an add-on, with pricing and scope defined in the Order Form or a separate written addendum. Such assistance may include guidance, documentation, and reasonable attempts to assist with verification. The Company does not control Google’s decisions and does not guarantee that Google will approve or maintain a GBP listing.

07 Reporting

The Company will provide a monthly report summarizing key metrics and significant actions taken during the prior billing period, which may include content created, technical changes, link-building activity, local SEO work, and strategy updates. Reports are delivered via the Client’s dedicated Slack channel and/or email and are considered delivered when successfully sent to any of these channels.

08 Fees and Term

Fees. The monthly fee, any setup fee, and any add-on pricing are set forth in the Order Form. This Service is recurring and billed monthly in advance.

Minimum Commitment. The minimum service commitment for SEO is as specified in the Order Form, or if not specified, one (1) billing cycle. Cancellation during a billing cycle takes effect at the end of that cycle in accordance with Part I, Section 6.2.

Early Termination Fee. If the Client cancels within the first ninety (90) days of Service, the Company may charge a one-time Early Termination Fee equal to one (1) month of Service, covering allocated staff time, pre-scheduled deliverables, and work already in progress or scheduled for delivery. The ETF is disclosed at acceptance as part of the pricing structure and is charged before the cancellation effective date in accordance with Part I, Section 6.3. No Early Termination Fee applies to cancellations made after the first ninety (90) days of Service.

01 Service Description

This Addendum governs the one-time creation and verification of the Client’s Google Business Profile (“GBP”). Services include profile creation, guidance through the verification process, submission of business documentation provided by the Client to Google, and escalation of support tickets with Google if required. Upon successful verification, full ownership of the profile will be transferred to the Client, and the Company will remove itself from the profile entirely.

02 Scope

Services under this Addendum include:

• (a) full setup of the Google Business Profile;
• (b) step-by-step verification guidance;
• (c) submission of business documentation and proofs to Google, as provided by the Client;
• (d) escalation of support tickets with Google if required; and
• (e) transfer of profile ownership to the Client upon successful verification.

The Company does not provide, and is not responsible for, any ongoing marketing, ranking, optimization, lead generation, or search engine performance outcomes in connection with this Service.

03 Client Obligations

The Client agrees to:

• (a) provide accurate and legally valid business documentation (such as a business license, utility bill, and photos of business signage) promptly upon request;
• (b) communicate with the Company promptly during the verification process;
• (c) be available within Google’s limited verification windows, which are restricted to standard business hours on weekdays; and
• (d) follow all instructions provided by the Company throughout the process.

The Client represents and warrants that all documentation it provides is accurate, truthful, and legally obtained. The Client is solely responsible for the accuracy and legality of all documentation submitted, and agrees to indemnify and hold the Company harmless from any claim, loss, or liability arising from false, misleading, incomplete, or fraudulent documentation provided by the Client.

04 Timeline

The Company does not guarantee a specific completion timeline, as verification depends on Google’s review process. Most verifications complete within fourteen (14) to thirty (30) days, but this period may be extended by Google’s internal delays, Client response delays, or requirements for additional documentation. Google’s verification operations are limited to standard business hours on weekdays.

05 Client Google Policy Compliance

Compliance with all Google Business Profile guidelines and policies is solely the responsibility of the Client. The Company is not responsible for any past, current, or future violations of Google policies associated with the Client’s business, including address eligibility, business category accuracy, signage requirements, or the Client’s external business history.

06 No Guarantee Against Future Suspension

Verification does not guarantee protection from future suspension, restriction, removal, or denial of reinstatement by Google. Google retains full discretion over enforcement, audits, reinstatement decisions, and ongoing eligibility. The Company has no control over such outcomes, and the Client acknowledges that Google may review, suspend, or disable a verified GBP at any time, including weeks or months after successful verification, for reasons unrelated to the Company’s work.

07 Post-Verification Requirements

Once the profile is verified, the Client must not make any edits or changes to the GBP for seven (7) consecutive days, including adding or responding to Google reviews, editing business information, or uploading new photos or posts. If the Client violates this requirement and the profile is suspended, the Company is not liable and shall be held harmless by the Client.

08 Post-Verification Liability

Once verification is complete and ownership has been transferred, ongoing compliance and profile maintenance are solely the Client’s responsibility. The Company is not responsible or liable for any suspension, removal, restriction, or enforcement action placed on the profile after transfer of ownership.

09 Completion and Delivery

The Service concludes once the GBP is verified and full ownership is transferred to the Client. Any additional verification attempts, reinstatement assistance, second-profile requests, or post-completion support beyond the scope of this one-time Service will require a separate written agreement and may involve additional fees.

10 Fees

The one-time fee for this Service is set forth in the Order Form and is payable in full before work begins. No Early Termination Fee applies to this Addendum.

01 Package Selection

The Client selects either Maps Growth or Maps Attack in the Order Form. Both packages deliver the same category of Services described below; the selected package and its specific parameters (geographic radius, targeted keywords, and intensity) are set forth in the Order Form.

02 Services Included

Under the selected package, the Company will provide:

• (a) Google Business Profile / Google Maps ranking improvement efforts within the geographic radius set in the Order Form;
• (b) keyword targeting for the local search terms specified in the Order Form;
• (c) generation of local engagement, interaction, and proximity-based activity signals intended to influence Maps ranking for the targeted terms and area; and
• (d) delivery of the Services without requiring access to the Client’s Google Business Profile.

The Company does not guarantee any specific ranking position, level of visibility, lead volume, or duration of any ranking improvement. Rankings are controlled by Google and may change at any time.

03 Method Disclosure and Assumption of Risk

THE CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT THESE SERVICES RELY ON THIRD-PARTY-GENERATED LOCAL ENGAGEMENT AND LOCATION-BASED ACTIVITY SIGNALS. THESE METHODS ARE NOT ENDORSED, SANCTIONED, OR SUPPORTED BY GOOGLE, AND MAY BE INCONSISTENT WITH GOOGLE’S BUSINESS PROFILE AND GOOGLE MAPS GUIDELINES. BY SELECTING THIS SERVICE, THE CLIENT ACKNOWLEDGES AND AGREES THAT:

• (a) RESULTS ARE NOT GUARANTEED, AND RANKINGS MAY FLUCTUATE OR DECLINE;
• (b) POSSIBLE OUTCOMES INCLUDE DE-RANKING, LOSS OF VISIBILITY, OR SUSPENSION OR REMOVAL OF THE CLIENT’S GOOGLE BUSINESS PROFILE;
• (c) THE CLIENT VOLUNTARILY ACCEPTS THESE RISKS AND ELECTS TO PROCEED WITH THE SERVICES; AND
• (d) THE CLIENT HAS HAD THE OPPORTUNITY TO SEEK INDEPENDENT ADVICE BEFORE ACCEPTING THESE RISKS.

04 No Liability for Platform Action

To the maximum extent permitted by law, the Company is not liable for any ranking loss, ranking volatility, loss of visibility, or any suspension, restriction, or removal of the Client’s Google Business Profile arising from or related to the Services provided under this Addendum.

05 Client Indemnification

In addition to the indemnification obligations in Part I, Section 12.1, the Client agrees to indemnify, defend, and hold harmless the Company and its members, officers, employees, contractors, and agents from any claim, loss, liability, cost, or expense (including reasonable attorneys’ fees) arising out of or related to any adverse action taken by Google or any third-party platform against the Client’s Google Business Profile in connection with the Services.

06 Third-Party Service Providers

The Company may deliver some or all of these Services through qualified third-party service providers. The Company is not responsible for the specific technical methods employed by such providers beyond what is disclosed in Section 3. Section 19.5 of Part I applies.

07 Fees and Term

The monthly fee and any add-on pricing are set forth in the Order Form. This Service is recurring and continues month-to-month under Part I, Section 6 until canceled. Part I, Section 5.6 governs annual adjustments.

08 Cancellation

The Client may cancel this Service at any time in accordance with Part I, Section 6.2. No Early Termination Fee applies to this Addendum. Cancellation does not reverse, undo, or mitigate any effects the Services may have had on the Client’s Google Business Profile, and the Company is not liable for any consequences that manifest or continue after cancellation.

For questions about these Terms of Service, contact andy@stryker-digital.com.