Terms & Conditions

NetRanks GEO Services

Version 1.1 | Effective: 15 September 2026

1. Service Overview and Scope

1.1 Services Description

These Terms and Conditions (the “Terms”) govern the provision of NetRanks’ AI visibility measurement, analysis, optimization, and related services (the “Services”) by NetRanks Pte. Ltd. (“NetRanks”) to the customer identified in the applicable Offer, Order Form, or SOW (“Customer”).

1.2 Specific Services via Offer, Order Form, or SOW

The specific Services to be provided to Customer, including the applicable scope, fees, term, and other commercial terms, will be set out in the applicable Offer, Order Form, or SOW.

1.3 Changes to Services

NetRanks will provide only the Services described in the applicable Offer, Order Form, or SOW. Any changes to the scope, fees, or other commercial terms must be agreed by the parties in writing and may result in corresponding changes to fees and delivery timelines.

2. Fees, Billing, and Payment Terms

2.1 Service Fees

Customer will pay NetRanks the fees specified in the applicable Offer, Order Form, or SOW.

2.2 Invoicing and Payment Schedule

Fees will be invoiced in advance of the applicable service period and are due within 30 days of the invoice date, unless otherwise specified in the applicable Offer, Order Form, or SOW.

2.3 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 Customer is tax-exempt, Customer must provide appropriate documentation before the first invoice.

2.4 Late Payment and Suspension

Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. NetRanks may suspend the Services if any undisputed amount remains unpaid for more than 15 days after its due date, following written notice to Customer.

3. Term, Renewal, and Termination

3.1 Term and Renewal

The term and any renewal of the Services will be as specified in the applicable Offer, Order Form, or SOW.

3.2 Termination for Cause

Either party may terminate the applicable Offer, Order Form, or SOW if the other party materially breaches the Agreement and fails to cure the breach within 30 days after written notice. NetRanks may terminate immediately if Customer becomes insolvent or uses the Services unlawfully.

3.3 Effects of Termination

Upon termination or expiry:

• Customer must pay all amounts due under this Agreement
• Customer must cease accessing the NetRanks platform
• Each party must return or destroy the other party's Confidential Information upon written request
• Sections relating to Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law will survive termination or expiry

4. Responsibilities and Cooperation

4.1 NetRanks Responsibilities

NetRanks will provide the Services described in the applicable Offer, Order Form, or SOW in a professional and workmanlike manner.

4.2 Customer Responsibilities

Customer will provide, in a timely manner, the information, access, materials, approvals, decisions, and cooperation reasonably required for NetRanks to provide the Services, and will ensure that it has all necessary rights to provide any materials or data made available to NetRanks. NetRanks will not be responsible for any delay or failure to perform the Services to the extent caused by Customer’s delay or failure to meet these obligations. Any applicable delivery dates, timelines, or performance periods will be extended as reasonably necessary to account for such delay, including where this results in Services being delivered after the applicable term.

4.3 Implementation of Recommendations

Unless otherwise agreed in writing, Customer is responsible for implementing any recommendations provided by NetRanks, including any website, content, or messaging changes.

4.4 Schedule Delays

Any delivery dates will be extended as reasonably necessary where delays result from Customer's failure to provide required information, access, approvals, or cooperation.

5. Intellectual Property (IP) Rights

5.1 NetRanks IP and Platform

NetRanks retains all right, title, and interest in and to the Services, platform, software, technology, methodologies, models, tools, and other intellectual property developed or owned by NetRanks, including any improvements or enhancements to them.

5.2 Customer IP

Customer retains all right, title, and interest in its materials, data, trademarks, and other intellectual property provided to NetRanks.

5.3 Use of Service Outputs

Subject to full payment of fees, Customer may use reports, recommendations, analyses, and other outputs provided by NetRanks through the Services for Customer’s internal business purposes. Customer may not:

• Sublicense, redistribute, or resell such outputs;
• Reverse-engineer or extract NetRanks’ underlying methodologies, models, or technology; or
• Use such outputs to create competing products or services

5.4 Feedback

NetRanks may use any feedback or suggestions provided by Customer regarding the Services without restriction or obligation.

5.5 No License to NetRanks IP

Except for the limited license expressly granted in Section 5.3, Customer receives no right, title, or interest in NetRanks’ platform, software, technology, methodologies, models, tools, or other intellectual property.

6. Confidentiality and Data Protection

6.1 Confidential Information

Each party will protect the other party’s non-public confidential or proprietary information (“Confidential Information”), use it only for purposes of the Agreement, and disclose it only to personnel and service providers who need to know it and are subject to appropriate confidentiality obligations. Confidential Information does not include information that is publicly available through no breach of the Agreement, independently developed without use of the other party’s Confidential Information, or lawfully obtained from a third party without confidentiality obligations.

6.2 Compelled Disclosure

A party may disclose Confidential Information where required by law, provided it gives prior notice where legally permitted and discloses only what is required.

6.3 Customer Data

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 (such as GDPR and CCPA).

6.4 Data Processing Agreement

If the Services involve processing personal data, NetRanks will enter into a Data Processing Agreement (DPA) where required by applicable law. More information regarding how NetRanks processes personal data is available on NetRanks Privacy Policy.

6.5 Data Security

NetRanks will maintain reasonable administrative, physical, and technical safeguards appropriate to the nature and sensitivity of the data processed.

7. Warranties and Disclaimers

7.1 Authority and Performance Warranty

Each party warrants that it has authority to enter into the Agreement. NetRanks warrants that it will perform the Services in a professional and workmanlike manner.

7.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NETRANKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 No Guaranteed Outcomes

Customer acknowledges that AI search algorithms and outputs are outside NetRanks’ control and may change frequently. NetRanks does not guarantee any specific visibility improvement, ranking, inclusion, or other outcome from the Services.

8. Limitation of Liability

8.1 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE OFFER, ORDER FORM, OR SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO CLAIM.

8.2 Excluded Claims

The liability cap in Section 8.1 does not apply to:

• Breach of Confidentiality obligations (Sections 6.1-6.2)
• Infringement of the other party's intellectual property rights
• Gross negligence, willful misconduct, or criminal conduct

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 with Law

Each party will comply with applicable laws in connection with the Agreement. Customer will not use the Services for any unlawful purpose, to infringe third-party rights, or in violation of applicable sanctions or export control laws.

10. Subcontractors and Third-Party Services

NetRanks may use subcontractors and third-party service providers in providing the Services, provided that NetRanks remains responsible for its obligations under the Agreement. NetRanks will ensure that any such providers with access to Customer Confidential Information are subject to appropriate confidentiality obligations.

11. Indemnification

Each party will defend, indemnify, and hold harmless the other party from third-party claims, damages, and costs (including reasonable attorneys' fees) arising from materials or data provided by the indemnifying party that infringe third-party IP rights.

Customer will also defend, indemnify, and hold harmless NetRanks from third-party claims, damages, and costs arising from Customer's unlawful use of the Services.

The indemnified party will provide prompt notice and reasonable cooperation and allow the indemnifying party to control the defense and settlement of the claim.

12. Publicity and References

NetRanks may use Customer’s name and logo in customer lists, case studies, and marketing materials with Customer’s prior written consent. Customer may withdraw such consent at any time, after which NetRanks will cease new uses of Customer’s name and logo.

13. Relationship Between Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other.

14. Miscellaneous

14.1 Assignment

Neither party may assign 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, reorganization, change of control, or sale of substantially all assets.

14.2 Entire Agreement

The applicable Offer, Order Form, or SOW, together with these Terms and any applicable addenda, constitutes the entire agreement between the parties regarding the Services (the “Agreement”) and supersedes all prior agreements, proposals, representations, and understandings relating to the same subject matter.

14.3 Order of Precedence

In the event of a conflict, the applicable Offer, Order Form, or SOW will prevail over these Terms. Any applicable Data Processing Agreement will prevail with respect to the processing of personal data.

14.4 Amendments

NetRanks may update these Terms from time to time. Updated Terms will apply to new engagements and to existing Customers upon any renewal or continuation of the Services. Any other amendment or waiver must be agreed in writing by both parties.

14.5 Severability

If any provision of the Agreement is found invalid or unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14.6 Force Majeure

Neither party will be liable for any delay or failure to perform caused by events beyond reasonable control, including natural disasters, war, pandemics, strikes, or government action. The affected party will use reasonable efforts to resume performance as soon as practicable.

14.7 Notices

Any notice under the Agreement must be in writing and sent to the contact details specified in the applicable Offer, Order Form, or SOW, or to any updated contact details notified in writing by either party.

14.8 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of Singapore, excluding its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Singapore for any disputes.

14.9 Waiver

No waiver of any right or obligation under the Agreement is effective unless in writing. Waiver of one breach does not constitute waiver of any other breach.