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GEO Services Supplemental Terms of Use

Effective: April 20, 2026

In addition to our Terms of Use, which apply to all Services, these additional terms and policies apply to the particular service identified. The Terms of Use, additional terms, and published policies define our relationship and mutual expectations as you use these Services (together, the “Agreement”). Terms not defined herein shall have the meaning set forth in the Terms of Use.

The Service.

Prorata operates a platform and offers tools to enable business to optimize the marketing and monetization of their platforms, products, or services in the generative AI environment known as Gist GEO (collectively, included in the “Services”). The Gist Geo will enable users to surface your brand's coverage, gaps, and next best moves across generative AI platforms.

Your Use of the Platform and the Services

Your Access to and Use of Our Software — You may have access to software development kits (SDKs), applications programming interfaces (APIs), pixels or cookies, other integrations, documentation, tools and assemblies, libraries, scripts, code, and similar developer material made available by Prorata specifically for purposes of your access to and use of the Services (the “Software”).  This Agreement govern your use of the Software owned by Prorata and provided to you only for purposes of your access to and use of the Services.

Advertisers’ Use of the Platform and the Services — Advertisers, media buyers, ad agencies, demand-side platforms, e-Commerce platforms, channel partners, or merchants, or other providers of advertisements (collectively, “Advertisers” or an “Advertiser”) may provide content, including text links, logos, banners, videos, artwork, and graphics (“Ad Materials”), and Prorata may collect such Ad Materials in connection with the Services. You hereby grant Prorata a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to copy, adapt, reproduce, distribute, display, publicly perform, and otherwise use Ad Materials and other content, including any intellectual property contained on those materials, for the purpose of providing the Services.  You also grant Prorata a perpetual, irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to use and retain data and other information collected from you for purposes of improving or marketing the Services, including our AI-powered technologies. You agree that you will not contribute, submit, or make available through the Services, or use the Services in connection with any Ad Materials (including the associated products or services) or content that you do not have the right to disclose to Us.

Our Retained Proprietary Rights; Restrictions on Your Use

Except for the limited license granted herein, we and our licensors retain all legal right, title, and interest in and to the Services, including all of the intellectual property associated with the Services, the technologies, the advertisements created by Prorata except to the extent they include your intellectual property (the “Prorata Ads”), any improvements or derivative products or services, and all other aspects of the Platform and the Services.  We reserve all rights not expressly granted to you.

Restrictions on Your Access and Use — You agree not to access or use the Services (or any part of them) other than as permitted by this Agreement.  You agree not to modify, create derivative works based on, decompile, reverse engineer or disassemble, or otherwise attempt to extract source code from, the Services (or any part of them).  In addition, you may not (a) copy, distribute, rent, lease, lend, sublicense, transfer or make the Services available to any third party; (b) attempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services; (c) modify, remove, or obscure any proprietary notices or legends that appear on the Services or during the use and operation thereof; (d) sell, assign, license, disclose, or otherwise transfer or make available the Services, any copies of the Services, or any information derived from the Services in any form to any third parties; or (e) remove or alter any proprietary notices or marks on the Services.   This Agreement does not grant you or any other party any right, title, or interest in the Services, any content in the Services (including any Prorata Ads), or in our or our licensors’ trademarks, logos, and other intellectual property.  We reserve all rights not expressly granted to you.

Data Privacy and Data Sharing

To the extent that any Personal Data (as defined under applicable data protection laws) is shared hereunder, the processing of such Personal Data shall be governed by the terms set forth in the Privacy Policy and any Data Processing Agreement (the “DPA”) entered into between the parties, which are incorporated into and made a part of this Agreement. 

Data Sharing Representations and Warranties — You represent and warrant, as applicable, that:

  • You will comply with all applicable laws, rules, and regulations in connection with using the Services and relating to the collection, use, and sharing of information about any end user who interacts with the Services. 
  • You will ensure that you will have, at all times, a clearly labeled and easily accessible privacy policy that complies with all applicable laws and specifically provides end users with clear information aboutSDKs, pixels or cookies, device-specific information, location information, and other information stored on, accessed on, or collected from end users’ devices in connection with the Services.  
  • You will ensure (where required by law) that each end user consents to the storing or accessing of any pixels or cookies, device-specific information, or other information on the end user’s device by Prorata in connection with the Services prior to sharing such information with Prorata, and upon Prorata’s request, provide us with written evidence of such consent, including the date of the consent and the consent language presented to the end user. 
  • You will ensure that you have adequate rights and have obtained all necessary permissions and consents required under applicable laws to disclose Personal Data to Prorata for purposes consistent with this Agreement, including improving the Services.
  • You shall, at all times and in accordance with the requirements of applicable data protection laws, make available, maintain, and make operational on your properties: (i) a mechanism for obtaining such consent from end users; and (ii) a mechanism to honor end users’ data subject rights (opt-out of sale for interest-based advertising, deletion, access, etc.). You agree to implement processes to pass these signals to Prorata as required by applicable laws and this Agreement.

Prohibition on Using the Services in Connection with “Children” or Apps Exclusively Targeted to “Children“

Whether you are a publisher or advertiser, you may not provide Prorata with children data or cause that information to be provided via a third party. You may not initialize or use any Services or technology in any way or otherwise use any aspect of the Services in connection with an end user who qualifies as a “child” under applicable laws. In addition, you acknowledge and agree that you will not use the Services in connection with any Property or Advertisement exclusively designed for or exclusively directed to “children” (as defined and required by applicable laws), or for any end user or Advertisement that could implicate the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. 6501, et seq. (“COPPA”), similar laws that govern the privacy of “children” in any applicable jurisdiction, and similar applicable app store (or other platform) policies.

Please note that jurisdictions, regulatory requirements, and other age-related restrictions define the term “child” differently. These definitions and age-related requirements more broadly may change over time. You shall be solely responsible for (1) determining whether an end user of your Property or Advertisement qualifies as a “child” under applicable laws; (2) taking the steps necessary to ensure that you do not initialize or use any Prorata Software or technology in any way or otherwise use any aspect of the Services in connection with a “child” under applicable laws; and (3) ensuring that any Property or Ad Materials comply with all age-related laws, regulatory requirements, and applicable app store (or other platform) policies, including COPPA, laws of similar effect in any applicable jurisdiction, and other laws that may be enacted in the future.

As explained above, in the  Privacy Policy , children may not use this Service and Prorata does not knowingly collect personal information from children or serve advertisements to children.

If you believe we served an advertisement to a child or might have personal information from or about a child, or if you believe a User may be exclusively designed for or exclusively directed to children, or may be knowingly passing personal information from children to us, please contact us via email at privacy@prorata.ai.

Report Ad Materials, Properties, or Content; Trademark & DMCA Policy

Report Properties, Ad Materials, or Content — If someone may have violated this Agreement, misused the Services, used the Services for inappropriate or unlawful Properties, Ad Materials (including the associated products or services), or content, or engaged in other inappropriate or unlawful activity, or if you have any other issue you would like to raise with us, please submit your questions and requests to info@prorata.ai.

Trademark & DMCA/Copyright Policy — We respect the intellectual property rights of others and ask that you do the same.  We respond to notices of alleged trademark or copyright infringement, consistent with the US Digital Millennium Copyright Act or laws of similar effect.  For more information, please review our Copyright Page.  We reserve the right, in our sole discretion and without notice, to terminate your access to the Platform and the Services if we determine that you may be a “repeat infringer.”

 Your Indemnification of Us

You will indemnify and hold Prorata, its officers, managers, directors, employees, affiliates, and subsidiaries, and each of their respective legal representatives, successors, and assigns, harmless (and, at Prorata’s request, defend Prorata) against any and all claims, demands, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) your use of the Platform or the Services, (b) your violation of any term of this Agreement, including your representations and warranties, (c) your violation of any third-party rights, or (d) your violation of any applicable laws, rules, or regulations, including those concerning privacy and data protection. 

Ending Your Relationship with the Services (and vice versa)

Termination by Us — We may suspend or terminate this Agreement, your account(s), or your access to and use of the Platform, the Services, and the Software (or any portion of them) at any time, for any reason or no reason, and without notice or explanation to you.  In addition, we reserve the right to remove your account information or data from the Platform, the Services, the Software, and any other records at any time, for any reason or no reason, and without notice or explanation to you.

Termination by You — You may terminate this Agreement at any time by following the instructions on the Platform or in other documentation, or by sending a notice of cancellation to info@prorata.ai.

Survival and Effect of Termination — Upon suspension or termination of this Agreement, your account(s), or your access to and use of the Platform, the Services, and the Software (or any portion of them), your right to use the Platform, the Services, and the Software will immediately cease and you must promptly remove all Software and pay any amounts owed to Prorata pursuant to the applicable invoices.  In addition, all provisions of this Agreement which by their nature should survive will survive, including, without limitation, confidentiality provisions, fees and payments, indemnification, warranty disclaimers, limitations of our liability, and dispute resolution provisions.

Your Representations and Warranties to Prorata

Representations and Warranties by Publishers — If you access and use the Services, you represent and warrant that: (i) you own each Property that you use in connection with the Services or that you have the legal authority and authorization to act on behalf of the owner of such Property for purposes of this Agreement; (ii) you have all necessary rights, power, and authority to enter into this Agreement and to perform the acts required hereunder; (iii) any data supplied or disclosed to Prorata under or in connection with the Services shall be controlled, collected, and transferred in accordance with any applicable data protection laws and regulations; (iv) any data supplied or disclosed to Prorata includes all necessary rights, licenses, consents, and permissions for Prorata to receive, use, share, and transfer such data as set forth in this Agreement; and (v) you and each of your Properties will comply with the Terms of Use 

In addition, you represent and warrant that each of your Properties and any material displayed on those Properties: (a) comply with all applicable laws, statutes, ordinances, and regulations, including consumer protection, commerce, advertising, and product laws; (b) do not breach and have not breached any third-party rights, including intellectual property rights, rights of publicity or privacy, or rights, duties, or obligations under consumer protection, commerce, product liability, advertising, tort, or contract theories; and (c) comply with the Terms of Use.

In addition, you represent and warrant that each of your Ad Materials and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances, and regulation, including consumer protection, commerce, advertising, and product laws; (b) do not breach and have not breached any third-party rights, including intellectual property rights, rights of publicity or privacy, or rights, duties, or obligations under consumer protection, commerce, product liability, advertising, tort, or contract theories; (c) do not include viruses and any other form of contaminants of any nature; and (d) comply with the Terms of Use.

 Informal Dispute Resolution Process; Agreement to Arbitration; Consolidated, Class Action, and Representative Action Waiver

Notice of Dispute and Required Informal Dispute Resolution Process

Except as provided below, if any dispute arises between us concerning or relating to this Agreement, the Services, the Software, or our relationship, we agree to work in good faith to resolve the dispute informally by providing a written notice of dispute (the “Notice of Dispute”) to the applicable Party.  Any Notices of Dispute should be submitted to info@prorata.ai.

Agreement to Arbitration; Exceptions to Agreement to Arbitration 

As set forth in the table below, the specific details of this Agreement to Arbitration, including the Governing Law, the Alternative Dispute Resolution Provider, the Applicable Rules, and the Designated Venue for any arbitral proceedings, each as defined in the tables below, depend upon your principal place of business and whether you are a Publisher or Advertiser.

If the Parties cannot informally resolve the dispute within sixty (60) days from receipt of the Notice of Dispute, the Parties agree to submit the dispute arising between them, including any claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope, applicability, or enforceability of this Agreement to Arbitration, for determination through binding arbitration administered by the Alternative Dispute Resolution Provider pursuant to the Applicable Rules (each as defined in the tables below).  

The Parties agree that all arbitration proceedings, including witness interviews, written statements or other submissions, hearings, and the arbitration decision, shall be conducted or rendered in English.  At the beginning of any arbitration process under this Agreement, the Parties will select an arbitrator, fluent in English, by mutual agreement.  Such an arbitrator shall be a retired judge or justice or another qualified and impartial person that the Parties decide upon, and any such arbitrator shall be subject to disqualification on the same grounds as would apply to a judge or justice in a court proceeding.  If the Parties cannot agree on the selection of an arbitrator, the Parties will request a list of an odd number of potential arbitrators from the Alternative Dispute Resolution Provider and alternatively strike potential arbitrators, with Prorata going first, until one potential arbitrator remains.  The Parties agree that the arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules or principles of conflicts of law.  To the extent that the Applicable Rules conflict with California law, California law shall take precedence. The Parties agree that any arbitration under this Agreement shall be conducted exclusively in the Designated Venue.  The Parties agree that the decision of the arbitrator shall be rendered within twelve (12) months of the commencement of the arbitration (unless extended by the arbitrator for good cause), and that the decision shall be in a reasoned written opinion based solely upon the law governing the claims and defenses pleaded. The arbitrator’s decision regarding the claims shall be final and binding upon the Parties and shall be enforceable in any court having appropriate jurisdiction within the Designated Venue. The Parties will split equally the arbitrator’s fees and other costs imposed by the Alternative Dispute Resolution Provider, but each Party shall be responsible for paying such Party’s own attorneys’ fees and costs related to the arbitration.   

Exceptions to Agreement to Arbitration

This Section does not apply to the following types of claims or disputes, which you or we may bring in court in accordance with this Agreement: 

  • Your payment obligations under this Agreement or our right to hold, net, offset, or pursue past due accounts through collections or other means;
  • Claims of infringement or other misuse of intellectual property rights;
  • Claims for violation of any applicable confidentiality provisions;
  • Claims for preliminary injunctive relief for any violations of this Agreement;
  • Claims to request enforcement or recognition of any award or order in any appropriate jurisdiction; and
  • Our right to suspend or terminate access to the Platform

For disputes arising between us and you, or any other User, you and we agree that we can only bring a claim against each other on an individual basis.  EXCEPT AS PROVIDED HEREIN WITH RESPECT TO MATTERS QUALIFYING AS A MASS ARBITRATION, NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CLASS-WIDE ARBITRATION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.  EXCEPT AS PROVIDED HEREIN WITH RESPECT TO MATTERS QUALIFYING AS A MASS ARBITRATION, THE ARBITRATOR CANNOT COMBINE MORE THAN ONE PERSON’S CLAIM INTO A SINGLE CASE, AND CANNOT PRESIDE OVER ANY CONSOLIDATED, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING, UNLESS WE BOTH AGREE OTHERWISE IN WRITING.  NONETHELESS, IF ANY PORTION OF THIS CONSOLIDATED, CLASS ACTION, OR REPRESENTATIVE ACTION WAIVER IS DEEMED UNENFORCEABLE OR INVALID, THE ARBITRATOR SHALL HAVE AUTHORITY TO ISSUE ANY AND ALL REMEDIES AUTHORIZED BY LAW. YOU UNDERSTAND THAT, ABSENT THIS AGREEMENT TO ARBITRATION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CONSOLIDATED, CLASS, OR REPRESENTATIVE ACTION.  HOWEVER, YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.

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