Master Services Agreement

RankWorks Inc. — Master Services Agreement (AI-Capable Parent)

This Master Services Agreement ("Agreement" or "MSA") is entered into between RankWorks Inc., a corporation organized under the laws of the Province of Québec, Canada, with its principal place of business in Québec, Canada ("RankWorks"), and the entity or individual accepting this Agreement ("Customer").

This Agreement governs Customer's access to and use of RankWorks software platforms, AI-enabled services, professional services, and managed services, unless superseded by an expressly applicable Order Form, Statement of Work ("SOW"), or Product Supplement.

1. Definitions

Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Customer Data

All data, content, and information submitted, uploaded, or otherwise provided by or on behalf of Customer.

Documentation

RankWorks' published user guides, policies, and technical documentation.

Order Form

A written or electronic ordering document referencing this Agreement and specifying Services, pricing, and term.

Product Supplement

Product-specific terms incorporated into this Agreement.

Services

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.

2A. Platform License

Subject to this Agreement and payment of all applicable fees, RankWorks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Customer's internal business purposes during the applicable subscription term.

• Customer acquires no ownership rights in the Platform.
• The Platform is licensed, not sold.
• All rights not expressly granted remain reserved by RankWorks.

2B. Website Builder

The RankWorks Website Builder is a proprietary feature of the Platform. Customer acknowledges that:

• websites are created using proprietary RankWorks software;
• websites are rendered and hosted exclusively within the RankWorks Platform;
• websites operate using proprietary Platform infrastructure;
• the Website Builder is licensed as part of the Platform subscription and is not sold separately.

The Customer is subscribing to access Platform functionality and is not purchasing website software, source code, templates, rendering technology, or website publishing infrastructure.

Websites created using the Website Builder cannot be exported or transferred to third-party hosting providers as functioning websites.

Upon expiration, cancellation, or suspension of the subscription, access to Website Builder functionality and website publishing may cease. Customer retains ownership of Customer Content uploaded to the Platform.

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, Billing and Payment

• Customer agrees to pay all fees specified in the applicable Order Form.
• Subscription fees are billed in advance unless otherwise agreed.
• Invoices are payable immediately upon issuance unless alternative payment terms are expressly stated in writing.
• Customer authorizes RankWorks to charge the payment method on file for all recurring subscription fees, usage charges, applicable taxes, renewal charges, and any other amounts due under this Agreement.

Late balances may accrue interest at the lesser of:

• 2.8% per month; or
• the maximum amount permitted by law.

Except where prohibited by law, all payments are non-refundable.

Payment obligations are non-cancelable during any committed subscription term.

5A. Default, Suspension and Restoration

Customer shall be considered in default if:

• any invoice remains unpaid more than ten (10) calendar days after its due date;
• any payment method is declined and not corrected within five (5) business days following written notice; or
• Customer otherwise materially breaches this Agreement.

If Customer is in default, RankWorks may suspend some or all Services, including: website hosting, website publishing, Website Builder, AI services, CRM, dashboards, reporting, APIs, marketing automation, SEO services, advertising management, integrations, and technical support.

• Suspension does not terminate this Agreement.
• Customer remains responsible for all fees that accrue during the suspension period.
• RankWorks may restore Services after all outstanding amounts have been paid or a written payment arrangement has been accepted.
• RankWorks will use commercially reasonable efforts to restore Services within two (2) business days after the account is brought current.
• Failure by RankWorks to suspend Services immediately following a payment default shall not constitute a waiver of its rights.

6. Intellectual Property

6.1 RankWorks Intellectual Property

RankWorks and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and the Platform, including all current and future improvements, enhancements, modifications, updates, derivative works, and related technology.

Without limitation, RankWorks retains exclusive ownership of:

• the RankWorks Platform and the Website Builder and website publishing technology;
• all software, source code, object code, and compiled code;
• artificial intelligence models, AI agents, and machine learning systems;
• prompt libraries, prompt engineering, and AI workflows;
• templates, themes, layouts, and design systems;
• user interface components and rendering engines;
• APIs, SDKs, connectors, and integrations;
• automation workflows, business logic, and orchestration systems;
• dashboards, analytics engines, reporting systems, and algorithms;
• databases, infrastructure, hosting architecture, deployment systems, and cloud services;
• proprietary methodologies, documentation, know-how, and trade secrets;
• trademarks, service marks, logos, branding, and other proprietary materials; and
• all upgrades, enhancements, bug fixes, optimizations, new features, future developments, and derivative works.

No ownership rights are transferred to Customer under this Agreement. The Services are licensed, not sold.

6.2 Customer Content

As between the parties, Customer retains all ownership rights in Customer Content uploaded to or provided through the Platform, including company names, trademarks, logos, written content, photographs, videos, graphics, product information, pricing information, customer lists, contact information, marketing materials, and business records.

Customer grants RankWorks a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, modify, transmit, display, publish, analyze, and otherwise use Customer Content solely for the purpose of providing, securing, supporting, improving, and operating the Services in accordance with this Agreement.

Unless otherwise agreed in writing, RankWorks may use Customer Data only in aggregated and anonymized form for analytics, benchmarking, service improvements, AI model improvement, security monitoring, and product development.

6.3 Website Builder

The RankWorks Website Builder is a proprietary feature of the Platform. Customer is not purchasing website software, source code, publishing software, templates, rendering technology, platform infrastructure, design systems, or any other RankWorks intellectual property. The Website Builder is licensed solely for use during an active subscription.

6.4 Feedback

If Customer provides suggestions, enhancement requests, recommendations, feature requests, corrections, or other feedback relating to the Services, Customer grants RankWorks a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, commercialize, and otherwise exploit such feedback without restriction or compensation.

6.5 Reservation of Rights

Except for the limited rights expressly granted under this Agreement, no licenses or rights are granted by implication, estoppel, or otherwise. All rights not expressly granted remain reserved by RankWorks.

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.

11A. Effect of Termination

Upon expiration or termination of this Agreement, regardless of the reason:

Platform Access

• Customer's right to access and use the Platform immediately terminates unless otherwise agreed in writing.
• RankWorks may disable Customer accounts, administrative access, APIs, integrations, and Platform functionality.

Website Builder

Access to the RankWorks Website Builder immediately terminates. Because the Website Builder is a proprietary component of the Platform, websites created using it:

• operate exclusively on the RankWorks Platform;
• are hosted exclusively by RankWorks;
• utilize proprietary software and infrastructure; and
• are licensed as part of the subscription service.

Accordingly, websites created using the Website Builder cannot be exported, migrated, transferred, or hosted by third-party providers as functioning websites unless RankWorks expressly offers such functionality as part of a separate commercial product.

Hosting

Website hosting and other hosted services terminate upon expiration or termination of the applicable subscription unless otherwise agreed in writing. Following termination, websites, landing pages, and other hosted resources may become inaccessible.

Customer Content

Customer retains ownership of all Customer Content. Subject to the Data Retention provisions, Customer may request a commercially reasonable export of Customer-owned content and data in a format determined by RankWorks, excluding any proprietary Platform software, templates, workflows, or intellectual property.

For clarity, Customer Content does not include Platform software, templates, rendering systems, Website Builder technology, automation workflows, or any other RankWorks intellectual property.

RankWorks Intellectual Property

Termination of this Agreement does not transfer ownership of any RankWorks intellectual property. All Platform software, Website Builder technology, templates, workflows, AI systems, prompt libraries, source code, APIs, infrastructure, documentation, and related technology remain the exclusive property of RankWorks. Any licenses granted to Customer automatically terminate upon expiration or termination of the subscription.

Outstanding Fees

Termination or suspension of Services does not relieve Customer of any obligation to pay fees, charges, taxes, or other amounts that accrued prior to termination.

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 and 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 and 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.