GEO Services Supplemental Terms of Use

In addition to our Terms of Use, which apply to all Services, these additional terms and policies apply to the particular service identified. The Terms of Use, additional terms, and published policies define our relationship and mutual expectations as you use these Services (together, the “Agreement”). Terms not defined herein shall have the meaning set forth in the Terms of Use.

You accept the Agreement by clicking a box indicating acceptance, by signing or accepting an Order Form that references these terms, or by accessing or using the Services. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not access or use the Services.

Additional Definitions applicable herein

Capitalized terms shall have the meanings ascribed to them in the Terms.

"Customer Content" means content, which generally is provided by permission to crawl Customer’s Properties, and any logos, prompts, brand or product information, and other materials that Customer or its Authorized Users are prompted by the Servies to submit via the Services.

"Order Form" means an ordering document, online subscription page, or order confirmation that incorporates these Terms.

Properties” means the website(s) or other URL address identified by Customer or its Authorized Users for use in connection with the Services.

"Results" means the work product generated for Customer by the Services, including all findings, reports, and recommendations.

"Subscription Term" means the period of subscription specified in an Order Form, including any renewal terms, or other documentation of the duration for Customer’s use of the Services.

"Trial Services" means a free or paid evaluation period offered at ProRata’s discretion.

The Services

Prorata operates a platform and service offering known as Gist GEO service to enable businesses to learn about their brands’ AI search visibility and to optimize the marketing and monetization of their platforms, products, or services in the generative AI environment (collectively, included in the “Services”). The Gist Geo Services will enable Users to surface a brand's coverage, gaps, and next best moves across generative AI platforms. Prorata provides the Services as a software-as-a-service to help monitor, optimize, and grow a presence across AI platforms (such as ChatGPT, Perplexity, Google AI, Claude, and Gemini) and traditional search engines. The Services include capabilities for AI agent analytics and generative engine optimization (GEO).

Access

Subject to this Agreement, and Customer's payment of fees, Prorata grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer's internal business purposes, and where Customer is an agency, for the benefit of clients identified in or contemplated by the Order Form, provided that Customer remains fully responsible for the acts and omissions of such clients and Users under this Agreement.

Subject to this Agreement, Customer Prorata grants Prorata a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and crawl Customer Content on the Properties and to copy, store and otherwise use such Customer Content for the purpose of providing the Services.

Prorata may add, modify, or discontinue features of the Services over time, provided that no change materially diminishes the core functionality contracted for during the Subscription Term. Services availability commitments and support obligations, where any are offered, are stated in the applicable Order Form. Prorata does not commit to any service-level or uptime obligations for the Services unless those commitments are expressly stated in the Order Form.

Retained Proprietary Rights; Restrictions on Your Use

Except for the limited license granted herein, We and our licensors retain all legal right, title, and interest in and to the Services, including all of the intellectual property associated with the Services, except to the extent it includes Customer Content or other intellectual property belonging to Customer.  This Agreement does not grant you or any other party any right, title, or interest in the Services, or in our or our licensors’ trademarks, logos, and other intellectual property.  We reserve all rights not expressly granted to you.

As between the parties, Customer owns all Customer Content and all intellectual property rights therein. ProRata receives only a limited, non-exclusive, non-transferable license to host, process and otherwise use Customer Content for the purpose of providing the Service to Customer for as long as Customer uses the Services. Prorata grants to Customer without further royalty or consideration, a license to, use, copy, and publish Results in Customer’s sole discretion.

Restrictions on Your Access and Use

You agree not to access or use the Services (or any part of them) other than as permitted by this Agreement.  You agree not to modify, create derivative works based on, decompile, reverse engineer or disassemble, or otherwise attempt to extract source code from, the Services (or any part of them).  In addition, you may not (a) copy, distribute, rent, lease, lend, sublicense, transfer or make the Services available to any third party; (b) attempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any protection mechanisms in the Services; (c) modify, remove, or obscure any proprietary notices or legends that appear on the Services or during the use and operation thereof; (d) sell, assign, license, disclose, or otherwise transfer or make available the Services, any copies of the Services, or any information derived from the Services in any form to any third parties; or (e) remove or alter any proprietary notices or marks on the Services.  

Data Privacy and Data Sharing

To the extent that any personal data (as defined under applicable data protection laws) is shared hereunder, the processing of such Personal Data shall be governed by the terms set forth in the Privacy Policy and any  Data Processing Agreement (the “DPA”) entered into between the parties, which are incorporated into and made a part of this Agreement. To the extent that any Personal Data (as defined under applicable data protection laws) is shared hereunder, You represent and warrant that you have adequate rights and have obtained all necessary permissions and consents required under applicable laws to disclose Personal Data to Prorata for purposes consistent with this Agreement.

No Training on Customer Content

Prorata does not use Customer Content to train any general-purpose, foundation, or large-language model, except where Customer has expressly opted into a separate training, feedback, or improvement program. Prorata may use de-identified, aggregated, anonymized information, that does not identify Customer or any individual, to operate, secure, debug, evaluate, and improve the Services, including the quality and safety of its features. Customer acknowledges that Prorata may generate and retain statistical and usage analytics relating to the operation and performance of the Services, provided such analytics do not identify Customer or any individual.

Service Warranty and Customer Representations

By the Company. Prorata covenants to Customer that: (a) it will provide the Services in a professional manner, consistent with current industry standards for this type of service offering, and (b) it will take reasonable precautions (e.g. malware scanning and detection functionality) designed to ensure no malicious code is introduced into Customer Sites via the Services.

By the Customer. Customer represents and warrants that: (i) you own each Property used in connection with the Services or that it has the legal authority and authorization to act on behalf of the owner of such Property for purposes of this Agreement; (ii) you have all necessary rights, power, and authority to enter into this Agreement and to perform the acts required hereunder; (iii) you have all necessary rights, licenses, consents, and permissions for Prorata to receive, use, share, and transfer Customer Content in connection with the Service as contemplated in this Agreement 

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION (WARRANTIES), THE SERVICES ARE PROVIDED “AS IS” and “AS AVAILABLE”. PRORATA, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. PRORATA DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PRORATA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER CONTENT WITHOUT LOSS. PRORATA IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE PRORATA’S CONTROL. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that: (a) the Services may include inaccurate or erroneous information and Customer is responsible for independently evaluating the Results and any other information Customer receives from the Services; and (b) due to the changing nature of AI Platforms and Third-Party Platforms, ProRata does not guarantee the Services will support or be compatible with specific AI platforms or offerings.

You acknowledge that due to the nature of generative artificial intelligence tools, Results may be incorrect, not current, or not unique. We encourage You to remain vigilant to evaluate whether Results are appropriate, including where human review is appropriate, before using or sharing Results. You acknowledge that factual assertions in Resultss should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

Indemnification

By Prorata. Prorata will defend Customer against any third-party claim to the extent alleging that the Services, as provided by Prorata and used in accordance with the Agreement, infringes a U.S. copyright, U.S. patent, U.S. trademark, or trade secret of the third party (a "Customer Claim"), and Prorata will pay damages and reasonable attorney's fees finally awarded against Customer or agreed in settlement of a Customer Claim.

This Section does not apply to claims arising from (a) Customer Content or use of Results, (b) Customer's combination of the Services with anything not provided or recommended by Prorata, (c) Customer's use of the Services in violation of the Agreement or applicable law, or (d) modifications to the Services not made by Prorata.

If Prorata believes the Services may infringe, Prorata may, at its option and expense: (i) modify the Services so it is non-infringing, (ii) procure rights for Customer to continue using the Services, or (iii) terminate the affected portion of the Services and refund any pre-paid, unused fees for that portion.

By Customer. Customer will defend Prorata, its Affiliates, and their personnel against any third-party claim arising out of or related to (a) Customer Content and Results distributed or relied upon by Customer, (b) Customer's use of the Services in violation of the Agreement or applicable law or of any third-party rights, (c) Customer's products, services, or business operations, or (d) breach of any representations and warranties by Customer, and Customer will pay damages and reasonable attorney's fees finally awarded against Prorata or agreed in settlement by Prorata in connection with such claims.

The indemnitee must (a) give the indemnitor prompt written notice of the claim, (b) give the indemnitor sole control of the defense and settlement (provided that no settlement requires admission of liability or non-monetary obligation by the indemnitee without consent), and (c) provide reasonable cooperation, at the indemnitor's expense.

This Section states Prorata's sole liability and Customer's exclusive remedy for any third-party intellectual-property claim concerning the Services.

Limitations of Liability

To the maximum extent permitted by law, in no event shall either party, nor its directors, employees, or agents, liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this agreement (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination). Each Party's aggregate liability arising out of or related to the Agreement will not exceed the lesser of (a) the total fees paid by Customer to Prorata for the Services under the applicable Order Form in the twelve (12) months preceding the event giving rise to the liability, and (b) the total fees actually paid by Customer to Prorata under the Agreement.

For Prorata's indemnification obligations Prorata's aggregate liability will not exceed two (2 ) times the cap set forth in the preceding paragraph.

Notwithstanding anything in the foregoing, the Company’s liability for Trial Services is excluded to the maximum extent permitted by law and the Customer's sole remedy for dissatisfaction or breach related to Trial Services is to terminate the Trial Services. The Customer assumes all risks and costs associated with its use of the Trial Services.

Return and Deletion of Data; Survival and Effect of Termination —

Upon termination of this Agreement, your account(s), or your access to and use of the Services, your right to use the Services, will cease. In addition to any deletion or return obligations set out in the Terms, and subject to (i) any retention required by applicable law or regulation and (ii) Prorata’s standard, automatically generated back-up copies, ProRata will, upon the earlier of completion of providing the Services, or Customer’s written request, promptly (and no later than its next maintenance cycle) delete Customer Content. In addition, upon termination or expiration of the Services under this Order Form, ProRata will, within ninety (90) days, delete or destroy all remaining Customer Content used in connection with the Services, subject to the same exceptions in this paragraph. In addition, all provisions of this Agreement which by their nature should survive, will survive, including without limitation, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Dated: August 31, 2026