RANKWORKS INC.

1. DEFINITIONS

• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Customer Data means all data, content, and information submitted, uploaded, or otherwise provided by or on behalf of Customer.
• Documentation means RankWorks' published user guides, policies, and technical documentation.
• Order Form means a written or electronic ordering document referencing this Agreement and specifying Services, pricing, and term.
• Product Supplement means product‑specific terms incorporated into this Agreement.
• Services means software services, AI‑enabled platforms, professional services, managed services, or other offerings provided by RankWorks.

2. SCOPE OF SERVICES

RankWorks shall provide the Services as specified in an applicable Order Form, SOW, or Product Supplement. Services may include AI‑assisted software, analytics, recommendations, consulting, implementation, or operational support.

RankWorks does not guarantee outcomes, rankings, performance metrics, revenue, or business results unless expressly stated in a signed Order Form.

3. AI SERVICES – GENERAL DISCLOSURE

Customer acknowledges that certain Services utilize artificial intelligence and machine‑learning models that generate probabilistic, non‑deterministic outputs. Outputs may be inaccurate, incomplete, or contextually inappropriate.

Customer remains solely responsible for reviewing, validating, and approving outputs prior to use. RankWorks does not provide legal, compliance, financial, or professional advice.

4. CUSTOMER RESPONSIBILITIES

Customer is responsible for:

• the accuracy, legality, and integrity of Customer Data;
• configuration and deployment decisions;
• obtaining all required consents and permissions;
• compliance with applicable laws and regulations; and
• all actions taken based on Service outputs.

5. FEES AND PAYMENT

Fees are specified in applicable Order Forms or SOWs and are non‑refundable unless expressly stated. Payment obligations are non‑cancelable during the applicable term. All fees are exclusive of applicable taxes.

6. INTELLECTUAL PROPERTY

RankWorks retains all right, title, and interest in the Services, including all software, AI models, methodologies, workflows, templates, and Documentation.

Customer retains ownership of Customer Data. Customer grants RankWorks a limited, non‑exclusive license to process Customer Data to provide, maintain, secure, and improve the Services, including AI model training, unless otherwise agreed in writing.

7. CONFIDENTIALITY

Each party shall protect the other's Confidential Information using reasonable care and shall use such information solely for purposes of this Agreement.

8. DATA PROTECTION

Personal Data shall be processed in accordance with the RankWorks Data Processing Addendum (DPA), incorporated by reference.

9. INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless RankWorks and its Affiliates from any claims, damages, losses, or expenses arising from Customer Data, Customer's use of the Services, or Customer's violation of applicable law, except to the extent caused by RankWorks' gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, excluding liability that cannot be limited under Québec law, RankWorks' aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

In no event shall RankWorks be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or goodwill.

11. TERM AND TERMINATION

This Agreement remains in effect while any Order Form or SOW is active. RankWorks may suspend or terminate Services for material breach, misuse, or legal or security risk.

Survival

Sections relating to Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Export Controls, Governing Law, and any provisions which by their nature should survive, shall survive termination or expiration.

12. ASSIGNMENT

Customer may not assign this Agreement without RankWorks' prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound. RankWorks may assign this Agreement upon notice in connection with corporate reorganization or sale.

13. NO AGENCY OR FIDUCIARY RELATIONSHIP

Nothing in this Agreement creates an agency, partnership, joint venture, fiduciary, or employment relationship. RankWorks does not act as Customer's agent or representative and has no authority to bind Customer.

14. GOVERNING LAW, VENUE & LANGUAGE

This Agreement is governed by the laws of the Province of Québec and the applicable laws of Canada. The parties submit to the exclusive jurisdiction of the courts located in Montréal, Québec.

The parties expressly request that this Agreement be drawn up in the English language. Les parties confirment avoir expressément exigé que la présente convention soit rédigée en langue anglaise.

15. EXPORT CONTROLS & SANCTIONS

Customer represents and warrants that it is not, and is not owned or controlled by, any entity subject to trade sanctions or export restrictions imposed by Canada, the United States, the European Union, the United Kingdom, or other applicable authorities. Customer shall not use the Services in violation of applicable export control or sanctions laws.

RankWorks may suspend or terminate Services immediately to comply with such laws.

16. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, failures of utilities, networks, or third‑party platforms.

17. ENTIRE AGREEMENT

This Agreement, together with all Order Forms, SOWs, Product Supplements, and the DPA, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

1. Scope

The Visibility Platform provides AI‑assisted recommendations, insights, analytics, and automation related to online visibility, search presence, listings, and digital performance.

2. No Guarantees; Third‑Party Platforms

RankWorks does not guarantee rankings, traffic, visibility, leads, conversions, revenue, or ROI. Customer acknowledges that search engines, directories, social networks, and advertising platforms are independent third‑party systems that may change or restrict access.

3. AI Outputs; Customer Validation

AI outputs are probabilistic and may be inaccurate or incomplete. Customer is solely responsible for reviewing and approving outputs prior to use.

4. Compliance Responsibility

Customer is solely responsible for compliance with applicable advertising, privacy, and consumer‑protection laws.

5. Competitive Intelligence & Benchmarking

Customer shall not use the Visibility Platform for benchmarking, competitive analysis, performance testing, feature comparison, model extraction, or development of competing services without RankWorks' prior written consent. RankWorks may suspend access for violations.

6. Data Usage

Customer retains ownership of Customer Data. RankWorks may use Customer Data as permitted under the MSA, including in aggregated and anonymized form to improve the platform.

7. Security

RankWorks maintains commercially reasonable administrative, technical, and organizational safeguards consistent with its Security Schedule.

8. Precedence

If there is a conflict between this Supplement and the MSA, this Supplement controls solely with respect to the Visibility Platform.