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Terms of Service

Effective Date: August 13, 2025

These Terms of Service (“Terms”) govern your access to and use of contextproof.com (the “Site”) and any consulting, GEO/AEO advisory, or related deliverables we provide (the “Services”). By using the Site or engaging the Services, you agree to these Terms.

 

If you have a signed order form, SOW, or master services agreement with ContextProof (collectively, an “Order”), that Order controls to the extent it conflicts with these Terms.

 

1) Eligibility & Accounts

You must be able to form a binding contract and use the Services for business purposes. You are responsible for the security of your account credentials and all activity under your account.

2) Scope of Services

We provide AI-assisted marketing advisory and implementation including Generative/Answer Engine Optimization (GEO/AEO), knowledge base and citation work, measurement, and reporting. Specific scope, timelines, deliverables, and fees are set in an Order.

3) Client Responsibilities

You will: (a) provide timely access to information, systems, datasets, and decision-makers; (b) secure all necessary rights and consents to provide Client content and data; (c) review and approve deliverables before public use; and (d) comply with all laws and platform policies (e.g., Google, Meta). You are solely responsible for your public-facing statements and final publishing decisions.

4) AI & Third-Party Services

We may use third-party platforms, APIs, models, and datasets. We do not control third-party availability, output, or policies. AI outputs are probabilistic and may be incorrect or incomplete; you must independently review and validate before relying on them. We disclaim liability for third-party issues.

5) Fees, Invoicing & Taxes

Fees and payment terms are stated in your Order. Unless otherwise stated: invoices are due Net 15, late amounts accrue the lesser of 1.5% per month or the maximum allowed by law, and you are responsible for taxes (excluding our income taxes). All fees are non-refundable except as expressly set out in an Order or required by law.

6) Intellectual Property

  • Your Content. As between us, you own data, materials, and trademarks you provide (“Client Content”). You grant us a non-exclusive, worldwide license to use Client Content solely to provide the Services.

  • Deliverables. Upon full payment, you receive a non-exclusive, perpetual, worldwide license to use the Deliverables for your internal business and marketing. We retain all pre-existing IP, know-how, templates, frameworks, and tools.

  • Feedback. You grant us a royalty-free, worldwide, perpetual license to use feedback to improve our Services.

 

7) Confidentiality

“Confidential Information” means non-public information disclosed by either party that is marked or reasonably understood as confidential. Each party will use the other’s Confidential Information only to perform under these Terms or an Order and will protect it using reasonable measures. Exceptions include information that is public, independently developed, or rightfully obtained without restriction. Required disclosures by law are permitted with notice where lawful.

8) Publicity

We may reference your name and logo as a customer in marketing materials (site logos, case studies) unless you email us at hello@contextproof.com to opt out.

 

9) Warranties & Disclaimers

You represent and warrant that you have all rights needed to provide Client Content and that your use of the Services and Deliverables will comply with law.

THE SITE, SERVICES, DELIVERABLES, AND AI OUTPUTS ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RESULTS VARY; WE DO NOT GUARANTEE RANKINGS, CITATIONS, MENTIONS, CONVERSIONS, OR REVENUE.

10) Indemnification

You will defend and indemnify ContextProof, its affiliates, and personnel against claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising from: (a) Client Content; (b) your use of the Services or Deliverables in violation of these Terms, law, or third-party policies; or (c) your products, services, or marketing claims.

11) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE IS LIMITED TO THE AMOUNTS YOU PAID TO CONTEXTPROOF FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.

12) Term, Suspension & Termination

These Terms apply while you use the Site or Services. Either party may terminate an Order for material breach not cured within 10 days of written notice. We may suspend Services for non-payment, security risks, or misuse. Upon termination, you will pay for Services performed through the termination date.

13) Acceptable Use

You will not: (a) reverse engineer or misuse the Site; (b) introduce malware; (c) use the Services to violate rights or law; (d) attempt to access others’ data; or (e) use our brand without permission.

14) Dispute Resolution; Arbitration; Class-Action Waiver

Informal Resolution. Before filing a claim, a party must send a written notice and allow 30 days to resolve.

Arbitration. Except for small-claims court or injunctive relief for misuse of IP/confidentiality, any dispute arising out of or relating to these Terms will be resolved by binding arbitration under the Federal Arbitration Act, administered by the AAA under its Commercial Rules, by one arbitrator, in Pinellas County, Florida (or remote video at the arbitrator’s discretion).

Class-Action Waiver. Disputes are resolved only on an individual basis; class actions and class arbitrations are not permitted.

Opt-Out. You may opt out of arbitration/class waiver within 30 days of first accepting these Terms by emailing hello@contextproof.com with subject “Arbitration Opt-Out” and your company name and contact.

 

15) Governing Law & Venue

These Terms are governed by the laws of the State of Florida, without regard to conflicts principles. Subject to arbitration, the exclusive venue for permitted litigation is state or federal courts in Pinellas County, Florida, and the parties consent to jurisdiction there.

 

16) Export & Sanctions

You will comply with U.S. export, re-export, and sanctions laws and will not use the Services in embargoed countries or for prohibited end uses.

 

17) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., outages, labor issues, acts of God, war, changes in third-party platforms).

18) Changes to the Terms

We may update these Terms by posting a revised version with a new effective date. Material changes will be noted on the Site. Continued use after changes means you accept the updated Terms.

 

19) Entire Agreement; Assignment; Waiver; Severability

 

These Terms plus any Orders are the entire agreement and supersede prior discussions. You may not assign without our consent; we may assign to an affiliate or in a merger or sale. A failure to enforce is not a waiver. If any provision is unenforceable, the rest remains in effect.

 

20) Contact

Email: hello@contextproof.com

Mail: ContextProof LLC, 7901 4th St N STE 300, St. Petersburg, FL 33702