Terms of Service

Last updated August 14, 2026

These Terms of Service (the "Terms") constitute a legally binding agreement between you (whether an individual or an entity, "you" or "Client") and Algomizer ("Algomizer", "Company", "we", "us", or "our"), and govern your access to and use of the Algomizer website located at algomizer.com and any related subdomains, applications, tools, content, and services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, EXECUTING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THESE TERMS, OR OTHERWISE INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.

THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY, DISCLAIM WARRANTIES, REQUIRE INDEMNIFICATION, AND, WHERE PERMITTED, GOVERN THE RESOLUTION OF DISPUTES. THESE PROVISIONS ARE A MATERIAL PART OF THE BARGAIN BETWEEN YOU AND US.

1. Definitions

Certain capitalized terms are defined where they first appear. In addition, the following definitions apply throughout these Terms:

• "Order Form" or "Statement of Work" (SOW) means any ordering document, proposal, or engagement letter executed by the parties that references these Terms.
• "Deliverables" means any reports, analyses, content, recommendations, strategies, code, configurations, or other materials that we provide to you in connection with the Services.
• "Client Materials" means any content, data, credentials, brand assets, or other materials you provide to us for use in performing the Services.
• "AI Systems" means third-party large language models, generative engines, AI search products, and similar systems, including but not limited to those operated by OpenAI, Anthropic, Google, Perplexity, Microsoft, and their successors.
• "Confidential Information" has the meaning set out in Section 12.

2. Eligibility and authority

You represent and warrant that you are at least the age of majority in your jurisdiction and that you have the full right, power, and authority to enter into and perform your obligations under these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and references to "you" and "Client" refer to that entity.

3. The Services; nature of engagement

Algomizer provides AI search optimization, generative engine optimization (GEO), answer engine optimization (AEO), monitoring, consulting, content, and related professional services designed to influence how AI Systems represent, cite, and recommend brands.

You expressly acknowledge and agree that the Services are provided on a reasonable-efforts basis. The specific scope, fees, and terms of any engagement are governed by the applicable Order Form or SOW. In the event of a conflict between an Order Form and these Terms, the Order Form controls solely with respect to the subject matter expressly addressed therein.

4. No guarantee of results

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE OUTPUTS, RANKINGS, CITATIONS, RECOMMENDATIONS, AND BEHAVIOR OF AI SYSTEMS ARE CONTROLLED ENTIRELY BY INDEPENDENT THIRD PARTIES AND ARE INHERENTLY PROBABILISTIC, NON-DETERMINISTIC, AND SUBJECT TO CHANGE WITHOUT NOTICE.

We do not own, operate, or control any AI System, search engine, or third-party platform. Accordingly, and to the maximum extent permitted by law, we make no representation, warranty, or guarantee that:

• any particular ranking, visibility, citation, mention, placement, sentiment, or result will be achieved, maintained, or sustained;
• any result will occur within any particular timeframe;
• any AI System will represent your brand accurately, favorably, or at all;
• the Services will generate any specific increase in traffic, leads, revenue, conversions, or other business outcomes; or
• the algorithms, policies, or availability of any third-party AI System will remain stable or compatible with our methods.

Any performance figures, benchmarks, case studies, illustrations, or projections presented on our website or in our materials are for illustrative purposes only, may reflect anonymized or modified data, and are not a promise or guarantee of future performance. Past performance is not indicative of future results.

5. Client obligations

You agree to cooperate in good faith and to provide, in a timely manner, all Client Materials, access, approvals, and information reasonably necessary for us to perform the Services. You are solely responsible for the accuracy, legality, and quality of all Client Materials.

You represent and warrant that you own or have all necessary rights, licenses, and permissions to provide the Client Materials and to authorize us to use them for the purposes of the Services, and that our use of the Client Materials as contemplated will not infringe or misappropriate the rights of any third party or violate any applicable law.

You agree not to:

• use the Services for any unlawful, fraudulent, deceptive, or malicious purpose;
• publish, promote, or optimize content that is defamatory, misleading, infringing, or that violates the policies or terms of service of any AI System or third-party platform;
• attempt to gain unauthorized access to, interfere with, or disrupt the Services or any systems or networks connected to them;
• reverse engineer, decompile, or attempt to derive the underlying methods, models, or trade secrets embodied in the Services or Deliverables, except to the extent such restriction is prohibited by applicable law; or
• resell, sublicense, or otherwise commercially exploit the Services or Deliverables without our prior written consent.

6. Fees, payment, and taxes

You agree to pay all fees specified in the applicable Order Form or SOW. Except as expressly stated otherwise, all fees are non-refundable and are payable in the currency stated on the invoice.

Unless otherwise agreed in writing, invoices are due upon receipt. Overdue amounts may accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, and you agree to reimburse us for reasonable costs of collection, including legal fees.

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes (excluding taxes based on our net income). We reserve the right to suspend the Services for non-payment following reasonable notice.

7. Intellectual property

As between the parties, we retain all right, title, and interest in and to the Services and all underlying methodologies, frameworks, know-how, software, tools, templates, and pre-existing or independently developed materials, together with all intellectual property rights therein (collectively, our "Background IP").

Subject to full payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable license to use the Deliverables solely for your internal business purposes. We retain ownership of all Background IP incorporated into the Deliverables.

You retain all right, title, and interest in and to the Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials as reasonably necessary to perform the Services.

We may collect and use aggregated, anonymized, and de-identified data and learnings derived from the Services to develop, improve, and operate our products and services, provided such data does not identify you or any individual.

8. Third-party platforms and services

The Services depend on, interoperate with, or reference third-party platforms, AI Systems, and services that we do not control. We are not responsible or liable for the acts, omissions, availability, policies, algorithmic changes, or content of any third party.

Your use of any third-party platform is governed solely by that third party's terms, and you are responsible for complying with them. We disclaim all liability arising from or relating to any third-party platform or AI System.

9. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALGOMIZER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALGOMIZER ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN.

11. Indemnification

You agree to defend, indemnify, and hold harmless Algomizer and its officers, directors, employees, contractors, agents, affiliates, and licensors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms or any representation, warranty, or covenant herein;
• the Client Materials or your products, services, or business;
• your use of the Services or Deliverables in violation of any applicable law or third-party terms or rights; or
• your negligence, willful misconduct, or fraud.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims.

12. Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business strategies, methodologies, pricing, and Client Materials.

The Recipient shall (a) use the Confidential Information solely to perform its obligations or exercise its rights under these Terms, and (b) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidential Information excludes information that is or becomes public through no fault of the Recipient, was rightfully known prior to disclosure, or is independently developed.

13. Term, suspension, and termination

These Terms remain in effect for as long as you access or use the Services or have an active Order Form. Either party may terminate an engagement as set out in the applicable Order Form or, absent such terms, upon thirty (30) days' written notice.

We may suspend or terminate your access to the Services immediately and without liability if you materially breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe may harm us, other clients, or any third party.

Upon termination, all amounts owed become immediately due. Sections that by their nature should survive termination (including Sections 4, 6, 7, 9, 10, 11, 12, 14, and 15) shall survive.

14. Governing law and dispute resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Subject to any non-waivable rights under applicable consumer-protection law, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada for the resolution of any dispute, and waive any objection to venue in such courts.

The parties agree that any dispute shall be resolved on an individual basis and, to the maximum extent permitted by law, waive any right to participate in a class, collective, or representative action. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. General provisions

• Entire agreement. These Terms, together with any applicable Order Form and policies referenced herein, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings.
• Amendments. We may modify these Terms from time to time by posting a revised version with an updated effective date. Your continued use of the Services after such changes constitutes acceptance.
• Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.
• Waiver. No failure or delay in exercising any right shall constitute a waiver of that right.
• Assignment. You may not assign these Terms without our prior written consent; we may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, changes to third-party AI Systems, outages, or governmental action.
• Relationship. The parties are independent contractors; nothing herein creates a partnership, joint venture, agency, or employment relationship.
• Notices. Legal notices to us must be sent in writing to the contact details below.

16. Contact

Questions about these Terms may be directed to legal@algomizer.com, or by mail to Algomizer, 5307 Victoria Drive #997, Vancouver, British Columbia V5P 3V6, Canada.