Terms of Service

1. Scope and Parties

1.1 These Terms of Service ("Terms") govern all use of the platform and related services ("Service") by business customers and commercial entities ("Customer"). The Service is intended exclusively for business use. Use of the Service by consumers for personal, household, or domestic purposes is excluded. The Customer may use the software solely within the scope of its own business operations and by its own personnel. Any further use, in particular by third parties or for the provision of services to third parties, shall not be permitted unless expressly agreed in writing with the Provider.

1.2 Genrank is operated by Genrank Ltd. ("Genrank", "Provider", "we" or "us"), a company incorporated and registered in England and Wales. The Provider and the Customer ("you") agree that only these Terms shall govern the contract. Any conflicting terms proposed by the Customer are expressly rejected.

1.3 Any deviating or supplemental terms of the Customer will not become part of the contract unless we have expressly agreed to them in writing.

2. Services Provided by Genrank

2.1 Core Service: We provide a Software as a Service ("SaaS") that offers AI search analytics for marketing teams. Genrank is designed to help companies assess and analyse their visibility in Large Language Models ("LLMs").

What Genrank does:

• monitor and track the frequency of specific keywords, names, or prompts (e.g., brand names) appearing in LLM-generated responses to user queries;
• observe positive and negative indicators in relation to a brand ("Sentiment");
• monitor and record the frequency with which specified content is incorporated into LLM-generated responses;
• monitor and collect data on the frequency with which specific sources or content are cited in LLM-generated responses;
• provide suggestions of prompts and keywords intended to support the monitoring and assessment of your brand's visibility.

What Genrank does not do:

• assess or analyse collected data beyond the functionalities expressly described above;
• promote or influence the visibility and/or Sentiment of your brand;
• provide solutions, strategic advice, or adaptations to your business model;
• ensure the suitability, accuracy, or effectiveness of your prompts or any suggested prompts.

The exact features of our service are described on our website.

2.2 Provision of Software: Genrank shall grant the Customer access to and use of the then-current version of the Software via the Internet. The Provider is only obliged to make available the most recent, operational version of the Software at any given time.

2.3 Service Modifications: Genrank may make reasonable changes to the Service (e.g. to improve performance or comply with laws) provided such changes do not eliminate core features of the Service. We will inform you of any material changes in a timely manner.

2.4 Third-Party Components: If our Service relies on third-party providers or data sources, availability of those external services is outside of Genrank's control; if a third-party ceases to provide a necessary component, we will inform you and strive to find a suitable alternative or solution. Without limiting the foregoing, Genrank expressly reserves the right, at its reasonable discretion, to modify or replace the list of LLMs used in connection with the provision of the Service.

2.5 No Guaranteed Results: Unless explicitly agreed, Genrank does not guarantee specific outputs or results from using the Service. The Customer may provide input (e.g. prompts, URL etc.) to the Services ("Input") and receive output from the Service based on the Input ("Output"). Input and Output are collectively "Content." The quality and accuracy of the Output therefore essentially depend on the quality of the respective Input. Genrank therefore does not warrant that the Output will meet the Customer's expectations.

3. Service Levels; Maintenance and Interruptions

3.1 Service Levels: The Provider aims to maintain a monthly availability of the Software of 99% at the delivery point (the network interface of the Provider's data centre). "Availability" means the Customer's ability to access and use the main functions of the Software. Periods of scheduled maintenance, force majeure, and interruptions caused by the Customer or third parties for whom the Provider is not responsible shall not be deemed downtime.

3.2 Maintenance: Genrank may regularly maintain the software and inform the Customer in due time of any usage restrictions associated therewith.

3.3 Other Interruptions: Genrank uses technology on LLMs to generate data that the Customer can analyse. We do not control access to LLMs and do not warrant that the Service will be completely error-free or uninterrupted, but we will use commercially reasonable efforts to promptly address any material service issues.

4. Use Requirements

4.1 Responsibilities: The Customer agrees to use Genrank's Service only for legitimate business purposes and in compliance with all applicable laws. You must keep confidential any login credentials and prevent unauthorised access to the Service. You are responsible for the Input (e.g. quality of the prompts, including choice and adaptation of the suggested prompts, provision of URLs etc.). You are further responsible for Content, including ensuring that the use of the Content does not violate any applicable law, governmental orders and third-party rights (e.g. no uploading of illicit or personal data without consent) or these Terms. You represent and warrant that you have all rights, licences, and permissions needed to provide Input to our Services.

4.2 Prohibited Uses: You shall not reverse-engineer, decompile, or otherwise misuse the Service. In the event of a breach of these obligations, Genrank is entitled to temporarily suspend or restrict your access to the Service, after reasonable notice if feasible, and/or terminate the contract for material breach pursuant to Section 10.4 below.

5. Intellectual Property and Data

5.1 Service IP: All intellectual property rights in the Genrank Service (including the software, algorithms, models, and documentation) are and remain the exclusive property of Genrank. Genrank merely grants the Customer a limited, non-exclusive, non-transferable right to use the Service during the term of the contract for the Customer's internal business operations, in accordance with these Terms.

5.2 Customer Data: The Customer retains all rights to the data, content, and materials that you upload or provide to Genrank ("Customer Data"). By providing Customer Data, you grant Genrank a licence to process and use that data only to the extent necessary to perform the Service and fulfil our contractual obligations. Genrank will handle Customer Data in compliance with applicable data protection laws (including the UK GDPR and Data Protection Act 2018) and our Privacy Policy. We will not use or share your Customer Data for any other purposes without your consent. Upon termination of the contract, and upon your request, we will delete or return your Customer Data that remains stored with us, except to the extent we are legally required to retain it.

6. Fees, Payment Terms, and Set-off

6.1 Fees: The Customer shall pay the fees for the Service as agreed in the order or contract form (e.g. per the pricing models laid out on our website). All prices are exclusive of VAT, which will be added at the applicable rate where required by law.

6.2 Invoicing, Payment, and Suspension of Service: Genrank will invoice fees per the agreed billing cycle (e.g. monthly or annually in advance). Invoices will be provided via Stripe – a payment service provider – or directly by us, depending on what was agreed upon. Payments are due within 14 days of the invoice date, unless a different period is specified in writing. Payment shall be made via the payment method agreed (e.g. bank transfer to the stated account or credit card). If the Customer fails to pay on time, Genrank may charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate). Genrank also reserves the right, after giving a reminder and reasonable grace period, to suspend Service access until overdue amounts are paid.

6.3 No Set-off Except for Uncontested Claims: The Customer may only set off counterclaims against Genrank's payment claims if those counterclaims are undisputed by Genrank or finally adjudicated by a court. In other words, you cannot withhold or reduce payments by offsetting any claims you have against us, unless such claims have been acknowledged by Genrank or confirmed by a final court judgment. These restrictions are in place to ensure that payment obligations are met timely; they do not limit your right to claim damages or other remedies separately.

7. Free Trial Period

7.1 Trial Access: From time to time, Genrank may offer the Customer access to the Service on a trial basis, free of charge, for a limited period as determined by Genrank ("Trial Period").

7.2 Scope: During the Trial Period, the Service is provided solely for the purpose of evaluating the Service and may be subject to limitations on features, functionality, or usage as determined by Genrank at its discretion.

7.3 Termination: Genrank reserves the right to suspend or terminate the Trial Period at any time, with or without notice. At the end of the Trial Period, continued use of the Service will be subject to the applicable subscription plan and fees.

8. Warranties and Disclaimers

8.1 Service Standards: Genrank warrants that the Service will be provided with reasonable care and skill in accordance with generally accepted industry standards. The provisions of the Supply of Goods and Services Act 1982 shall apply to the extent not excluded by these Terms.

8.2 Notification of Defects: The Customer shall notify Genrank without undue delay of any defects or disruptions of the Service upon their discovery and describe them in a comprehensible manner. If the Customer fails to provide timely notification, the Customer may not claim reduction of fees or damages to the extent that Genrank could not remedy the issue due to the delayed notification.

8.3 Exclusions: Subject to Section 9.1, Genrank does not warrant that the Service will be uninterrupted, error-free, or meet the Customer's specific requirements. All other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

9. Limitation of Liability

9.1 Unlimited Liability: Nothing in these Terms shall limit or exclude Genrank's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be limited or excluded by applicable law, including liability under the Consumer Protection Act 1987.

9.2 Limited Liability: Subject to Section 9.1, Genrank's total aggregate liability to the Customer under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Customer to Genrank in the twelve (12) months preceding the claim.

9.3 Excluded Losses: Subject to Section 9.1, Genrank shall not be liable for any: (a) loss of profits, revenue, business, or anticipated savings; (b) loss of data or corruption of data; (c) loss of goodwill or reputation; (d) indirect, special, or consequential loss or damage, even if Genrank was advised of the possibility of such loss.

9.4 Further Liability Limitations: To the extent Genrank's liability is limited or excluded under the provisions above, the same limitations or exclusions apply to the personal liability of Genrank's officers, employees, agents, and subcontractors.

9.5 Indemnification by Customer: The Customer shall indemnify and hold Genrank harmless from any third-party claims arising out of the Customer's unlawful use of the Service or breach of these Terms, to the extent the Customer is responsible for such breach.

10. Term and Termination

10.1 Contract Term: The contract for use of the Genrank Service begins when the Customer accepts these Terms and registers an account or otherwise enters into an agreement for the Service. The term of the contract is as specified in your order (e.g. a monthly or a 12-month subscription) or, if no specific term is agreed, it is for an indefinite period.

10.2 Ordinary Termination: Either party may terminate:

• a monthly subscription at any time, effective at the end of the current payment cycle;
• a 12-month subscription by giving thirty (30) days' notice, effective at the end of the 12-month cycle;
• an indefinite-term contract for convenience by giving thirty (30) days' notice to the end of a calendar month (unless a different notice period is agreed elsewhere in writing).

Absent timely notice of non-renewal (if renewal is agreed), the contract may renew as per the agreed terms. Notice of termination must be given in writing (including by email).

10.3 Termination After Switching: If the contract ends due to switching to another data processing service per clause 11, then for any prepaid 12-month subscription the Customer's refund (if any) equals the annual fee paid minus the charges that would have applied under the Provider's standard month-to-month plan for the period from the start of the annual term to the termination effective date (any partial month counts as a full month), but never below zero.

10.4 Termination for Material Breach: Either party may terminate the contract with immediate effect by written notice if the other party commits a material breach of these Terms and (where such breach is capable of remedy) fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach. Material breach by the Customer includes, for example, serious breach of these Terms (such as misuse of the Service or persistent non-payment) or insolvency of the Customer. In case of termination for material breach by the Customer, Genrank may immediately suspend access to the Service.

10.5 Effects of Termination: Upon termination or expiration of the contract, Genrank will deactivate the Customer's account and cease providing the Service to the Customer. Genrank may delete Customer Data associated with the account after a reasonable retention period, except for data we must retain by law. Any fees paid in advance for periods after termination will be refunded pro rata only if the termination was due to Genrank's material breach; otherwise, there is no automatic refund for early termination of a fixed term. Any clauses that by their nature are meant to continue (such as confidentiality, liability, governing law, etc.) shall remain in effect despite termination.

11. Data Migration / Compliance With the UK Data Act

To the extent applicable under UK law (including any UK implementation of data portability requirements), Customers may switch to another data processing service or to on-premise solutions by giving no more than two (2) months' prior written notice. Genrank shall provide the Customer, without undue delay and in a commonly used, machine-readable format, with access to all exportable data (including relevant metadata) and shall provide reasonable assistance to enable switching. Upon the successful completion of the switching process, this Contract shall be considered terminated. Genrank may charge reasonable, cost-based fees for such assistance. Any contractual terms inconsistent with mandatory data portability rights under applicable law shall be deemed replaced by such mandatory provisions.

12. Governing Law and Jurisdiction

12.1 Governing Law: These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

12.2 Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms. This jurisdiction clause does not limit either party's right to seek interim injunctive relief in any appropriate jurisdiction if necessary.

13. Reference Use

Genrank may publicly refer to the Customer as a client for marketing and promotional purposes. In particular, Genrank is entitled to use the Customer's name, logo, and general branding in reference lists, on its website, in presentations, and in other marketing materials (both online and offline), provided this is done in a factual and appropriate manner. This right shall survive the termination of the contract, unless the Customer objects to such use in writing for legitimate reasons. Genrank will not disclose any confidential information of the Customer in this context.

14. General Provisions

14.1 Changes to Terms: Genrank reserves the right to modify or update these Terms. For existing contracts, Genrank will notify the Customer in writing (including by email) of proposed changes at least six (6) weeks in advance. The changes shall be deemed accepted if the Customer does not object in writing within the notice period. Genrank will specifically inform the Customer of this consequence in the change notice. If the Customer objects to the changes, each party has the right to terminate the contract by notice before the changes take effect.

14.2 Entire Agreement: These Terms, together with any individual order or contract document referencing them, constitute the entire agreement between Genrank and the Customer regarding the Service and supersede all prior agreements, understandings, and representations. Any amendments or additions to this contract must be made in writing (including by email).

14.3 Severability: If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original commercial intent.

14.4 No Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Third Party Rights: A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.6 Contact: Genrank Ltd., 128 City Road, London EC1V 2NX, United Kingdom, is the provider of the Service. For any questions or communications regarding these Terms, you may contact us at support@genrank.co. Our Privacy Policy can be found on our website.