These terms apply to each order form, statement of work, signed proposal, online checkout, invoice, or other ordering document accepted by NextAIForge, LLC for the NextAIForge services. The customer identified in the applicable order is the "Client." NextAIForge, LLC, a Delaware limited liability company, is the "Provider." Provider and Client may each be called a "party" and together the "parties."
Provider's registered office in Delaware is 131 Continental Dr, Suite 305, Newark, Delaware 19713, New Castle County. Provider's registered agent at that address is Legalinc Corporate Services Inc.
The effective date is the date the applicable order is accepted by Provider, unless the order states a different effective date.
Provider will provide the AI visibility / Answer Engine Optimization services described in the applicable order (the "Order"). If there is a conflict, the following order of precedence applies: the Data Processing Addendum solely for processing Client Personal Data, the Order, these terms, then any referenced methodology or policy. An Order overrides these terms only when it identifies the section being overridden.
Provider's services may include measurement of how a Client's company, brand, or public web properties appear in third-party AI assistant answers, entity and content recommendations, schema/content implementation support, reporting, and related consulting (the "Services"). Unless an Order expressly says otherwise, Services are business consulting services and not legal, financial, accounting, employment, consumer reporting, medical, or regulated professional services.
Measurements depend on third-party systems, search indexes, AI models, APIs, websites, and public sources outside Provider's control. Provider may make non-material methodology changes when reasonably necessary to preserve security, accuracy, or availability. Provider will disclose material changes and their comparability impact. A material change to an active Order's contracted engines, canonical question set, sampling depth, or scoring requires Client's written approval or a written change order, except an emergency change needed to address security, illegality, or third-party discontinuation. In that case Provider will notify Client promptly and offer a reasonably comparable substitute or a pro rata refund for materially unavailable future Services.
Provider does not control and does not guarantee rankings, citations, traffic, leads, conversions, revenue, model outputs, search results, third-party crawling, third-party availability, or any specific business outcome. Reports are snapshots based on the methodology and data available at the time measured.
Each Order states the product purchased, its contracted deliverables or service levels, and its acceptance criteria. The standard products and their remedies are:
(a) Executive AI Discovery Audit — delivery of the contracted audit artifacts within the window stated in the Order (standard: 10 business days after Client-approved inputs). If Provider misses the window for reasons within Provider's control, Provider will complete the outstanding artifacts at no additional professional fee. Client receives one factual-correction round.
(b) AI Discovery Implementation Sprint — delivery of the contracted artifact list within the window stated in the Order (standard: 60–90 days). If contracted artifacts are not delivered by the agreed deadline for reasons within Provider's control, Provider will complete the missing work without additional professional fees or, where the Order so states, apply a service credit stated in the Order.
(c) Continuous AI Discovery Intelligence — the service levels stated in the Order (standard: scheduled measurement within the contracted monthly window; critical factual-risk alerts within one business day of verified detection; monthly report by the fifth business day after the measurement window closes). Client's remedy for a missed service level in a given month is the service credit or no-fee completion stated in the Order.
The remedies in this Section are Client's sole and exclusive remedies for the covered failures. No remedy applies if delay or failure is caused by Client, third-party systems, force majeure, Client's breach, unpaid fees, unavailable access, delayed approvals, legal/compliance review, or changes in scope; days blocked by a recorded Client dependency are excluded from delivery windows. Provider never guarantees any third-party AI system's output, mention, ranking, citation, traffic, lead, or revenue outcome (see Section 2).
Unless an Order states otherwise, Client must identify any claimed failure with reasonable specificity within five business days after delivery. Provider has ten business days to cure a verified nonconformity. A deliverable is accepted when Client confirms acceptance, uses or publishes it, or the review period expires without a specific written rejection. This deemed-acceptance rule does not prevent later correction of a demonstrable factual or evidence-integrity error.
Client will provide timely access, accurate information, approvals, credentials, brand materials, publishing rights, billing details, and a point of contact. Client is responsible for the accuracy, legality, and rights clearance of materials it provides or approves, including claims about its products, services, industry, competitors, customers, endorsements, and regulated attributes.
Client will not provide Provider with sensitive personal data, consumer reports, health information, financial account data, children's data, social security numbers, government identifiers, or other regulated data unless expressly approved in a signed Order and covered by appropriate additional terms.
Fees, billing cadence, and payment terms are stated in the Order. Unless the Order states otherwise, recurring fees are billed monthly in advance and invoices are due net 30. Fees are non-refundable except as expressly stated in these terms or the Order.
Client is responsible for taxes, duties, and governmental charges other than taxes on Provider's net income. Provider may suspend Services for overdue undisputed amounts after giving at least 10 days' written notice.
The term is stated in the Order. If no term is stated, the Order is month-to-month and either party may cancel with 30 days' written notice. Any automatic renewal, free trial, promotional offer, or negative-option arrangement must be stated clearly in the Order before Client is charged.
If Client signs up or pays online, Provider will provide a reasonably simple online or email-based cancellation path. Cancellation does not relieve Client of fees accrued before the effective cancellation date.
Provider and its licensors retain all rights in Provider's platform, software, workflows, templates, know-how, methods, prompts, scoring logic, pre-existing materials, and derivative improvements ("Provider Materials"). Subject to full payment, Provider grants Client a perpetual, worldwide, non-exclusive license to use, reproduce, display, distribute, and adapt the final deliverables created specifically for Client for Client's internal business and public marketing purposes. Client may permit its affiliates, employees, contractors, and agencies to exercise that license solely for Client's benefit, but may not resell or commercialize Provider Materials as a standalone product.
Unless an Order expressly assigns ownership, Provider does not assign Provider Materials, generalized know-how, tools, templates, or reusable components. Client grants Provider a limited license to use Client materials solely to provide, secure, improve, and document the Services.
Provider may use aggregated, de-identified, or anonymized information for benchmarks, analytics, and service improvement if it does not identify Client or disclose Client confidential information. Provider may use Client's name, logo, or results in a named case study or public reference only with Client's prior written consent.
Nothing prevents Provider from independently measuring and reporting public business information outside a Client engagement, provided Provider does not use or disclose Client confidential information. Public benchmarks must follow Provider's then-current methodology, claims, evidence, correction, and right-of-reply policies. A Client's purchase or non-purchase will not affect its treatment in a benchmark.
Each party will protect the other's non-public information using at least reasonable care and will use it only for the Agreement. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known without restriction, independently developed without use of the disclosing party's confidential information, or lawfully received from a third party.
If legally compelled to disclose confidential information, the receiving party will give prompt notice when legally permitted and will reasonably cooperate to limit disclosure. Confidentiality obligations survive for three years after termination, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
Provider will process personal data as described in the Data Processing Addendum and Privacy Policy. The Services are intended to measure companies and public business information. Provider will not intentionally profile a natural person as the measurement subject unless the parties document a lawful basis, scope, retention period, and required assessment in writing first.
Client is responsible for giving all notices, obtaining all rights and consents, and satisfying all privacy, employment, marketing, and sector-specific laws that apply to Client's data, websites, accounts, and business practices.
Provider will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. Provider does not warrant that any system, website, model, API, or transmission method is error-free, uninterrupted, or immune from unauthorized access.
Each party will comply with laws applicable to its own business and performance. Client is responsible for substantiating Client's advertising and product claims. Provider is responsible for Provider's own marketing of the Services.
If Provider sends commercial email on Client's behalf, Client will provide accurate sender information, a valid physical mailing address, lawful recipient lists, and suppression lists, and Provider will include legally required unsubscribe mechanisms unless the message is solely transactional or relationship-based under applicable law.
Provider warrants that it will perform Services in a professional and workmanlike manner using commercially reasonable skill and care. Client's exclusive remedy for breach of this warranty is reperformance of the nonconforming Services, if Client gives written notice within 30 days after the issue is reasonably discoverable.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT ANY THIRD-PARTY AI SYSTEM, SEARCH ENGINE, API, HOSTING PROVIDER, PAYMENT PROVIDER, OR DATA SOURCE.
Client will defend and indemnify Provider against third-party claims arising from Client materials, Client instructions, Client websites, Client's products or services, Client's violation of law, or Provider's authorized use of Client materials.
Provider will defend and indemnify Client against third-party claims alleging that Provider-created final deliverables, as delivered and used as authorized, infringe U.S. copyrights or trademarks, excluding claims arising from Client materials, Client instructions, combinations not supplied by Provider, modified deliverables, or continued use after Provider provides a non-infringing replacement or workaround.
The indemnified party must promptly notify the indemnifying party, give reasonable cooperation, and allow the indemnifying party to control the defense and settlement, except no settlement may impose non-monetary obligations or admit fault on the indemnified party without consent.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ORDER, THESE TERMS, OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE AFFECTED ORDER DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF THAT PERIOD CONTAINS NO FEES, THE CAP IS THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER.
Provider's liability for its Section 14 IP indemnity and for breach of Sections 9–11 will not exceed two times the fees paid or payable under the affected Order during the twelve months before the event. No cap limits Client's payment obligations, either party's fraud or willful misconduct, or liability that cannot lawfully be limited. The parties intend these limitations to allocate risk and apply regardless of the legal theory or failure of an exclusive remedy.
Before filing a claim, the parties will try in good faith to resolve the dispute through executive-level discussions for at least 30 days after written notice.
Except for claims seeking temporary or preliminary injunctive relief, confidentiality or intellectual-property claims, or claims that may be brought in small-claims court, any dispute arising out of or relating to an Order, these terms, or the Services will be resolved by binding arbitration before one arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules and governed by the Federal Arbitration Act. The legal seat is Wilmington, Delaware; hearings will be remote unless the arbitrator finds an in-person hearing necessary. The arbitrator may award the same individual relief a court could award, subject to these terms.
EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. Claims must be brought only in an individual capacity, to the maximum extent permitted by law.
These terms and each Order are governed by Delaware law, without regard to conflict-of-law rules. For claims not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes by third-party AI systems, search engines, hosting providers, payment providers, APIs, cloud platforms, labor disputes, acts of government, war, terrorism, civil unrest, natural disasters, epidemics, power or internet failures, or cyberattacks, provided the affected party uses commercially reasonable efforts to mitigate.
Legal notices to Provider must be sent to privacy@nextaiforge.com and to: NextAIForge, LLC, 131 Continental Dr, Suite 305, Newark, Delaware 19713, New Castle County, Attention: Legal Notices. Notices to Client must be sent to the contact information in the applicable Order.
Email notices are effective when sent if no bounce or delivery failure is received, except notices of arbitration, lawsuit, breach, or termination must also be sent by courier, certified mail, or another trackable delivery method.
Neither party may assign an Order or these terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. These terms do not create a partnership, joint venture, fiduciary relationship, agency, or employment relationship. If any term is unenforceable, the rest remains in effect and the term will be modified to the minimum extent necessary to make it enforceable. Failure to enforce a term is not a waiver. The Order, these terms, the DPA, and referenced policies are the entire agreement and supersede prior discussions. Amendments must be in writing and signed or otherwise accepted by both parties. Electronic signatures, click acceptance, and electronic records have the same effect as originals, and counterparts together form one instrument. No purchase order or vendor-portal term modifies the Agreement unless Provider expressly accepts that modification in writing.