Master Subscription Agreement

1. The Service

The Service is the AI Rankly platform: software that tracks how AI answer engines describe, cite and rank your brand, together with the audits, reports, integrations and agent features made available on your plan.

We may improve, change or discontinue individual features. If we discontinue a feature that is material to your use and you are on a paid plan, you may terminate the affected subscription and we will refund any prepaid fees covering the period after termination. That is the one circumstance in which we refund prepaid fees.

2. Plans, trials and orders

Plans, prices, engine coverage and usage limits are published on our pricing page and form part of this Agreement. Enterprise subscriptions are governed by a separate order form, which prevails over this Agreement where the two conflict.

We offer a seven day free trial. Trials are provided as-is, without any service level commitment and without warranty. We may withdraw or modify a trial at any time.

3. Fees, billing and taxes

You pay the fees for your plan in advance, monthly or annually, by the payment method on file. Fees are stated exclusive of taxes, and you are responsible for any sales, use, VAT or similar taxes other than taxes on our income.

If a payment fails we may retry it and may suspend the Service after reasonable notice. We may change published prices with at least thirty days' notice, effective at the start of your next billing period. Your existing annual term is not repriced mid-term.

4. Cancellation and refunds

You may cancel at any time from your account settings. Cancellation takes effect at the end of the current billing period, and you keep access until then.

Fees are non-refundable. We do not provide refunds or credits for partial periods, unused prompts, or downgrades taking effect mid-period. Annual subscriptions run to the end of their term. The seven day free trial exists so you can evaluate the Service before paying, and the exception in section 1 remains available where we discontinue a material feature.

Nothing here limits any non-waivable statutory refund right you may have under the law of your country of residence.

5. Your data

You own Customer Data, meaning the brands, prompts, competitors, content and other material you submit to the Service, together with the results generated for you. You grant us a non-exclusive licence to host, process, transmit and display Customer Data in order to provide and support the Service, and to create Aggregated Data as described in section 5.1.

We do not sell Customer Data. We do not use Customer Data to train third-party foundation models, and we do not permit any third party to do so. Where the Service queries an answer engine on your behalf, the prompt is sent to that engine's operator, which is inherent in what the product does.

Where we process personal data on your behalf, our Data Processing Agreement applies and forms part of this Agreement.

5.1 Aggregated Data and model training

We train and operate our own internal models to make the Service more accurate, for example to judge whether an answer really refers to your brand, to classify a citation source, or to score sentiment. We want to be exact about what those models are trained on, because it is a fair question to ask of any product in this category.

"Aggregated Data" means data derived from operating the Service that has been aggregated and de-identified so that it no longer identifies, and cannot reasonably be used to identify, you, your customers, any individual, or any specific brand. We train on Aggregated Data. We do not train our models on identifiable Customer Data.

We commit to the following, and you may hold us to them:

• we de-identify before the data reaches any training process, and we do not attempt to re-identify it afterwards
• no model output surfaces one customer's content, prompts, results or identity to another customer
• we do not use Aggregated Data to benchmark you by name against another customer, or to disclose your performance to anyone
• we do not sell Aggregated Data or license it to third parties as a data product

5.2 Opting out

Contributing Aggregated Data is part of how the self-serve plans are priced and improved, so Starter and Professional subscriptions contribute by default. Enterprise customers may opt out of contributing to model training in their order form, and the order form prevails over this section.

Opting out does not degrade the Service you receive. It means your data is excluded from the derivation of Aggregated Data used for training.

6. Acceptable use

You agree not to:

• use the Service to break the law, infringe intellectual property, or violate anyone's privacy rights
• resell, sublicense or provide the Service to a third party as a standalone service, except under an Enterprise or agency arrangement we have agreed in writing
• attempt to reverse engineer the Service, or copy any part of it other than as permitted by law
• probe, scan or interfere with the security or integrity of the Service, or exceed documented rate limits
• submit malicious code, or content that is unlawful, defamatory or harmful
• use the Service to generate deceptive content, impersonate another brand, or manipulate an answer engine through misrepresentation

7. Intellectual property

We own the Service, including all software, models, methodologies, and the Aggregated Data and internal models we derive from operating it. Nothing in this Agreement transfers ownership of the Service to you, and nothing in section 5.1 transfers ownership of Customer Data to us.

You may use outputs generated for you, including reports and drafted content, for your own business purposes, including with your clients if you are an agency.

If you send us feedback, we may use it without obligation to you.

8. Confidentiality

Each party may receive information the other treats as confidential. The receiving party will protect it with at least reasonable care, use it only to perform this Agreement, and disclose it only to people who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law provided the other party is given notice where legally permitted.

9. Warranties and disclaimers

Each party warrants it has authority to enter into this Agreement. We warrant that we will provide the Service with reasonable skill and care.

Beyond that, and to the maximum extent permitted by law, the Service is provided "as is". We disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

We want to be specific about one thing, because it is the substance of what we sell. AI answer engines are operated by third parties, change without notice, and produce answers that vary between runs. We do not warrant that the Service will improve your visibility in any engine, that any engine will cite or recommend you, or that results captured on one day will reproduce on another. We measure and report what those engines returned. We do not control what they return, and neither does anyone else.

10. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility.

Each party's total aggregate liability arising out of this Agreement is limited to the fees you paid or owed for the Service in the twelve months before the event giving rise to the claim.

These limits do not apply to your payment obligations, either party's indemnity obligations, or to liability that cannot be limited by law, including fraud, wilful misconduct, and death or personal injury caused by negligence.

11. Indemnities

We will defend you against a third-party claim that the Service infringes that party's intellectual property rights, and pay damages finally awarded, provided you notify us promptly, give us control of the defence, and reasonably cooperate. If the Service becomes subject to such a claim, we may procure the right to continue using it, modify it, or terminate the affected subscription and refund prepaid fees for the remaining term.

You will defend us against a third-party claim arising from Customer Data or your use of the Service in breach of section 6, on the same conditions.

12. Term, suspension and termination

This Agreement runs while you have an active subscription or account. Either party may terminate for material breach that is not cured within thirty days of written notice.

We may suspend the Service immediately where continued use poses a security risk, is unlawful, or is likely to cause material harm to us or another customer. We will restore access once the cause is resolved.

On termination your right to use the Service ends. You may export your data at any time while your account is active, and we will make it available for thirty days after termination on request. After that we delete or de-identify it in line with the Data Processing Agreement.

13. Changes to this Agreement

We may update this Agreement. For material changes we will give at least thirty days' notice by email or in-product, and the change takes effect at the start of your next billing period. If you do not accept a material change, your remedy is to cancel before it takes effect.

14. General

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws rules, and the state and federal courts located in Wyoming have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

AI Rankly is a brand and product name of Hoozi Enterprises LLC. Your contract is with Hoozi Enterprises LLC.

You may not assign this Agreement without our consent, except to a successor in a merger or sale of substantially all assets. We may assign it on the same basis.

If a provision is held unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it. This Agreement, together with the Supplemental Terms, the Data Processing Agreement, the Service Level Agreement and any order form, is the entire agreement between us on its subject matter.

Questions about this Agreement: legal@airankly.io.