Master Services Agreement
NetRanks GEO Services
1. Service Overview and Scope
1.1 Services Description
NetRanks ("Provider") will deliver Generative Engine Optimization (GEO) services to measure and optimize the Customer's visibility in AI-powered search engine answers.
Services include, but are not limited to:
Setup and configuration of Visibility & Optimization Plans
Continuous tracking of Customer's AI Share-of-Voice across agreed prompts and topics
High-Resolution Model Usage for accurate visibility measurement
NetRanks Answer Impact Model (AIM) analysis and recommendations
Regular reporting and insights on AI answer performance
Dedicated NetRanks team support (marketing and engineering)
Additional services and/or options can be agreed through Offer, Order Form or SOW as set forth in the following section 1.2.
1.2 Specific Services via Offer / Order Form / SOW
All Services are ordered through a separate Offer, Order Form or Statement of Work (SOW) signed by both parties. Each Offer/Order Form/SOW specifies:
Number of Visibility Plans and topics to be tracked
Languages covered
Monthly service fees and pricing structure
Billing start date and invoicing schedule
Service start date
Term duration and renewal terms
1.3 No Unauthorized Services
NetRanks will deliver only the Services explicitly described in the executed Offer/Order Form/SOW. No additional services, support, or modifications will be provided unless documented in a separate Change Order or New Offer signed by both parties.
2. Fees, Billing, and Payment Terms
2.1 Service Fees
Customers will pay NetRanks the fees specified in the applicable Offer/Order Form/SOW. Pricing is based on the number of Visibility Plans, topics, languages tracked, and service duration.
2.2 Welcome Offers and Promotional Pricing
Promotional terms are documented in the Offer/Order Form/SOW and apply only during the specified promotion period. After the promotion expires, standard monthly pricing applies unless Customer and NetRanks mutually agree in writing to alternative terms.
2.3 Invoicing and Payment Schedule
Welcome Offers: Invoiced in advance upon agreement of the start date
Regular Service Plans: Invoiced monthly after month-end close, or as specified in the Order Form/Offer/SOW.
Payment Due Date: Net 30 days from invoice date
Payment Method: As specified in Offer/Order Form/SOW (bank transfer, credit card, etc.)
2.4 Taxes and Fees
All fees are exclusive of applicable sales, value-added, goods and services, and similar taxes ("Taxes"). Customer is responsible for paying all Taxes applicable to its purchase, except for Taxes on NetRanks' net income. If a customer is tax-exempt, appropriate documentation must be provided before the first invoice.
2.5 Late Payment and Suspension
Overdue invoices may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
If any undisputed payment remains overdue for more than 15 days after written notice and reminder, NetRanks may suspend access to the Services and platform until payment is received.
NetRanks will provide written notice and a 5-business-day cure period before suspension.
2.6 Price Adjustments
NetRanks may adjust pricing upon annual renewal with 60 days' advance written notice. Increases will not exceed 10% annually without mutual written consent.
3. Term, Renewal, and Termination
3.1 Initial Term
This Agreement begins on the Effective Date and continues through the term specified in the first executed Offer/Order Form/SOW ("Initial Term"). The Initial Term typically runs for 3 months (pilot programs) or 12 months (standard agreements), as stated in the Order Form.
3.2 Renewal and Continuation
Automatic Renewal: Unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term, this Agreement and any active Offer/ Order Forms/SOW will automatically renew for successive 12-month periods.
Renewal Terms: Upon renewal, Service fees may be adjusted according to Section 2.6 and must be documented in a new or amended Order Form. Renewed Services will continue on the same terms and conditions unless otherwise mutually agreed in writing.
Renewal Notification: Either party may prevent automatic renewal by providing written notice to the other party at least 60 days before the end of the current term.
3.3 Termination for Cause
Either party may terminate this Agreement immediately for material breach if:
The breaching party receives written notice specifying the breach in detail;
The breaching party fails to cure the breach within 30 days of receiving notice;
The breach remains uncured after the 30-day cure period.
Material breaches include:
Customer fails to pay undisputed fees for more than 15 days after invoice due date
Either party materially violates its confidentiality, IP, or data protection obligations
Either party engages in illegal activity or violates applicable laws
3.4 Immediate Termination for Cause
NetRanks may terminate immediately without cure period if:
Customer is insolvent, bankrupt, or enters receivership
Customer uses the Services for unlawful purposes or violates export control or sanctions laws
Customer breaches confidentiality or IP protections in a way that causes irreparable harm
3.5 Effects of Termination
Upon termination for any reason:
Customer must pay all invoiced fees and undisputed charges through the termination date
Customer must cease accessing the NetRanks platform and Deliverables
Both parties must return or destroy the other party's Confidential Information upon written request.
Surviving sections (Confidentiality, IP, Limitation of Liability, Governing Law) remain in effect
NetRanks will provide Customer with access to export historical data for 30 days after termination.
4. Responsibilities and Cooperation
4.1 NetRanks Responsibilities
NetRanks will:
Perform all Services in a professional and workmanlike manner using qualified personnel
Configure and maintain the Visibility Plans as described in the Order Form/SOW
Track AI Share-of-Voice data across agreed prompts, topics, and languages
Provide regular reports, dashboards, and insights via the NetRanks platform
Respond to technical questions and provide support during business hours
Maintain the confidentiality and security of Customer data
4.2 Customer Responsibilities
Customer will:
Review and approve initial prompt sets and any language adaptations within 5 business days
Provide accurate, complete information necessary to configure and deliver Services
Grant NetRanks timely access to required information and personnel
Ensure that it has rights to provide any data, website content, or materials to NetRanks
Implement website and messaging changes recommended by NetRanks at its own cost (unless separately agreed)
Comply with all applicable laws in its use of the Services
4.3 Implementation of Recommendations
NetRanks provides advisory recommendations through the Answer Impact Model (AIM) and regular reports. Implementation of website changes, content updates, and messaging improvements is entirely Customer's responsibility and not included in standard Services.
4.4 Schedule Delays
If Customer causes delays in providing required information, access, or approvals, NetRanks will notify Customer promptly. NetRanks may extend the delivery schedule accordingly, and such extensions will not constitute a breach of this Agreement.
5. Intellectual Property Rights
5.1 NetRanks IP and Platform
NetRanks retains all right, title, and interest in:
The NetRanks platform, technology, and software
The Answer Impact Model (AIM) and all associated methodologies
Visibility tracking models, algorithms, and predictive analytics
Pre-existing templates, frameworks, and documentation
Any improvements, enhancements, or derivative works NetRanks develops during the engagement
NetRanks' trademarks, logos, and brand materials
5.2 Customer IP
Customer retains all rights to:
Customer's pre-existing materials, website content, and business information
Customer's trademarks, logos, and brand materials
Customer's confidential business methods and strategies
5.3 Deliverables License
Subject to full payment of fees, NetRanks grants Customer a limited, non-exclusive, worldwide, non-transferable license to use Deliverables (reports, dashboards, recommendations, and data) solely for Customer's internal business purposes. This license does not include rights to:
Sublicense, redistribute, or resell Deliverables
Reverse-engineer or extract the underlying NetRanks methodologies or models
Create derivative works based on Deliverables for external use
5.4 Feedback
Customer grants NetRanks a worldwide, perpetual, royalty-free license to use any feedback, suggestions, or improvements Customer provides regarding the Services or platform, without obligation or restriction.
5.5 No License to NetRanks IP
Nothing in this Agreement grants Customer any license or right to the NetRanks platform, models, or proprietary tools beyond the limited Deliverables license in Section 5.3.
6. Confidentiality and Data Protection
6.1 Confidential Information
Each party agrees to:
Protect the other party's confidential information using at least reasonable care
Use confidential information only to perform or receive Services under this Agreement
Limit access to personnel with a genuine need to know
Maintain confidentiality for at least 3 years after disclosure or as required by law
6.2 Exclusions from Confidential Information
Confidential Information excludes information that:
Is or becomes publicly available without breach of this Agreement
Is independently developed without reference to the other party's information
Is rightfully received from a third party without confidentiality obligations
Is approved in writing for public release by the disclosing party
6.3 Compelled Disclosure
If required by law, court order, or government agency to disclose confidential information, the disclosing party will:
Provide prompt written notice to the other party (unless legally prohibited)
Cooperate with the other party's efforts to seek protective orders or limited disclosure
Disclose only the information specifically required
6.4 Customer Data
The customer is responsible for ensuring it has all necessary rights to provide data to NetRanks and that its use complies with applicable data protection laws (GDPR, CCPA, etc.).
6.5 Data Processing Agreement
If the Services involve processing personal data, NetRanks will execute a Data Processing Agreement (DPA) as required by applicable law within 30 days of request. More information regarding how NetRanks processes personal data is available on NetRanks Privacy Policy.
6.6 Data Security
NetRanks will maintain reasonable administrative, physical, and technical safeguards appropriate to the nature and sensitivity of the data processed, including encryption, access controls, and secure storage.
7. Warranties and Disclaimers
7.1 NetRanks Performance Warranty
NetRanks warrants that it will perform all Services in a professional, workmanlike manner consistent with industry standards for similar optimization services.
7.2 Authority and Non-Infringement
Each party warrants that it has authority to enter into this Agreement and that it does not knowingly violate any third party's intellectual property rights in performing its obligations.
7.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY STATED IN SECTIONS 7.1 AND 7.2, NETRANKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
7.4 AI Search Dynamics and No Guaranteed Outcomes
Customer acknowledges that:
AI search engine algorithms and outputs change frequently and are beyond NetRanks' control
NetRanks cannot and does not guarantee specific visibility improvements, ranking positions, or answer inclusion rates
Results depend on numerous factors including competitive activity, algorithm changes, and customer implementation of recommendations
NetRanks' role is to provide transparent measurement, analysis, and recommendations; Customer is responsible for strategy execution
8. Limitation of Liability
8.1 Liability Cap
EXCEPT FOR EXCLUDED CLAIMS (SECTION 8.2), EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM/SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
8.2 Excluded Claims
The liability cap in Section 8.1 does not apply to:
Breach of Confidentiality obligations (Sections 6.1–6.3)
Infringement of the other party's intellectual property rights
Gross negligence, willful misconduct, or criminal conduct
Violation of applicable law
8.3 Consequential Damages
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Compliance and Legal Obligations
9.1 Compliance with Law
Each party will comply with all applicable laws, regulations, and industry standards in performing its obligations. Customer warrants that it will not use the Services:
For unlawful purposes or illegal activities
In violation of export control or sanctions laws and regulations
To create content that violates third party rights or applicable law
To circumvent security measures or access unauthorized systems
9.2 Sanctions and Export Controls
Customers will not use the Services if it is subject to or located in any country or region subject to U.S. or applicable international sanctions. Customer will not access the Services if Customer is listed on any government restricted parties list.
10. Changes to Services and Scope
10.1 Change Orders
Any changes to the scope of Services, Deliverables, number of Plans, languages, features, or fees must be documented in a written Change Order or New Offer signed by authorized representatives of both parties. NetRanks will not implement scope changes without a signed Change Order or New Offer.
10.2 Revised Timeline
If a Change Order increases scope, NetRanks may adjust delivery timelines accordingly with written notice to Customer.
10.3 Pricing for Changes
Additional Services requested via Change Order or New Offer will be billed at the rates specified in the Change Order or New Offer.
11. Subcontractors and Third-Party Services
NetRanks may engage qualified subcontractors to deliver portions of the Services. NetRanks remains fully responsible for the subcontractors' performance and compliance with this Agreement. NetRanks will not disclose confidential customer information to subcontractors without Customer's consent, except as necessary to deliver Services under appropriate confidentiality obligations.
12. Indemnification
Each party will defend, indemnify, and hold harmless the other party from claims, damages, and costs (including reasonable attorneys' fees) arising from:
The indemnifying party's breach of this Agreement
The indemnifying party's violation of applicable law
Third-party claims that the indemnifying party's materials or data infringe third-party IP rights
The indemnified party must provide prompt notice, reasonable cooperation, and control of defense to the indemnifying party.
13. Publicity and References
NetRanks may list Customer's name and logo as a client reference in NetRanks' marketing materials, case studies, and customer lists only with Customer's prior written consent. Customers may withdraw such consent with 30 days' notice, after which NetRanks will cease using Customer's name or logo in new materials.
14. Relationship Between Parties
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind or obligate the other party except as expressly stated in this Agreement.
15. Miscellaneous
15.1 Assignment
Neither party may assign or transfer this Agreement to any third party without the other party's prior written consent, except that NetRanks may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided NetRanks remains liable for its obligations. Any unauthorized assignment is void.
15.2 Entire Agreement
This Agreement, including all Offers, Order Forms, SOWs, and executed addenda (particularly any Data Processing Agreement), constitutes the entire agreement regarding its subject matter and supersedes all prior proposals, negotiations, and understandings.
15.3 Order of Precedence
In case of conflict between documents, the order of precedence is:
Signed Offer/ Order Form or SOW (specific to the engagement)
Data Processing Agreement (if applicable)
This Master Services Agreement
15.4 Amendments
No amendment, waiver, or modification of this Agreement is valid unless in writing and signed by authorized representatives of both parties.
15.5 Severability
If any provision is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, or if not possible, severed. The remainder of the Agreement continues in full force and effect.
15.6 Force Majeure
Neither party is liable for delays or failures to perform caused by events beyond reasonable control, including natural disasters, war, pandemics, strikes, or government action. The affected party must provide prompt notice and use reasonable efforts to resume performance.
15.7 Notices
All notices, requests, and demands must be in writing and delivered to the addresses specified in the Agreement Header or as updated in writing by either party. Notices are effective upon receipt.
15.8 Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of customer's jurisdiction, excluding its conflict-of-laws principles. Both parties submit to the exclusive jurisdiction of the courts located in [Primary Jurisdiction] for any disputes.
15.9 Dispute Resolution
Before pursuing litigation, the parties will attempt to resolve disputes through good-faith negotiation between senior executives. If unresolved within 30 days, the parties may pursue mediation or binding arbitration as provided in any separate Dispute Resolution Addendum.
15.10 Waiver
No waiver of any right or obligation under this Agreement is effective unless in writing. Waiver of one breach does not constitute waiver of any other breach or right.
15.11 Counterparts
This Agreement may be executed in counterparts (including electronic signatures), each of which constitutes an original and all of which together constitute one binding agreement.
