Agree to the terms of ProRata.ai's online partnership agreement, then receive your API key and begin integrating Gist Answers.
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Questions? Contact partnerships@prorata.ai.
This agreement (this “Agreement”), permits publishers that opt in (“Partner”) to participate in a collaborative, nonexclusive, licensing arrangement under which the Partner, in exchange for good and valuable consideration, authorizes and licenses access to and use of their protected content (“Partner Content” as defined below) on certain Partner websites, apps or other online channels (“Partner Channel(s)”) by ProrataAI, Inc. (“ProRata”) to develop, maintain and operate the ProRata Offerings (as defined below).
By agreeing to these terms via an online portal or signing up via any letter agreement, order form, purchase order, or similar document, and/or providing any Partner Content for use as contemplated herein, and/or accessing or using any of our Services or downloading any of our APIs, widgets or code, Partner agrees to the terms of this Agreement and to be bound hereby.
ProRata is the owner and developer of a proprietary (i) attribution and reporting technology (“Attribution Engine”) that enables recordation and allocation of compensation for content owners when generative artificial intelligence technology utilizes content owners’ content or assets; (ii) AI-based answer technology (“Answer Engine”) and, together with the Attribution Engine, the “AE Platform” that is inclusive of retrieval-augmented generation, natural language processing methods, and other response improvement systems, in order to process high quality content to offer Answers to Queries (as such terms are defined below) with attribution of contributing content sources; (iii) API and other technical resources permitting integration of the AE Platform into certain Partner websites, apps or other online channels (“Distributed AI Search”) by including one or more Query Widgets and one or more Answer Widgets, each as defined in Section 8; and (iv) an advertising technology that enables dynamic generative ads (“AI Ads”).
ProRata has developed the AE Platform to enable users (“End Users”) to submit questions or prompts (“Queries”), including via a Query Widget, and obtain responses (“Answers”), including via an Answer Widget, generated by the Answer Engine with attribution of the sources for such Answers provided by the Attribution Engine.
The AE Platform, the Distributed AI Search, and AI Ads, including all associated code, services, methodology, know-how and technology; and all related mobile applications and web-based services, are collectively referred to as the “ProRata Offerings”. The Answer Widget (as defined in Section 8) is considered part of the ProRata Offerings. The Query Widget (as defined in Section 8) is not a part of the ProRata Offerings, but Queries initiated through the Query Widget would then launch the Answer Widget, which is a part of the ProRata Offerings.
This Agreement shall commence when entered by the parties and remain valid for two (2) years thereafter (the “Initial Term”) and will automatically renew for additional one (1) year terms on each anniversary of the Initial Term (collectively, the “Term”), unless and until terminated as follows. Either Party may terminate this Agreement for any reason (or no reason) by providing at least 60 days’ written notice to the other Party at any time, including during the Initial Term or any renewal term. Upon expiration or any termination of this Agreement (the “End Date”), ProRata will cease to use the Partner Content for generation of Answers or attribution within 2 business days of the End Date and will remove the Partner Content from its systems no more than 90 days thereafter. ProRata will provide final reporting and compensation due (if any) which reflect the period until removal. ProRata will remove all code and access to Partner Content accordingly.
Partner shall remain the exclusive owner of all rights, title and interests, including all intellectual property rights and goodwill, in and to the Partner websites or apps, Licensed Marks and the Partner Content (defined below). ProRata shall be the exclusive owner of all rights, title and interests, including all rights in and to the ProRata Offerings. If Partner provides ProRata with any feedback on ProRata’s products and services (excluding Confidential Information of Partner, such as business plans and general business ideas, to the extent regarding ProRata Offerings), Partner hereby grants to ProRata a non-exclusive, perpetual, irrevocable, worldwide license to exploit such feedback in any manner without restriction without compensation to Partner.
Partner owns and/or holds a valid and transferrable license to certain valuable content and assets (including e.g., text, photographs, graphics, sound, video, metadata, etc., in whatever form or media content), and Partner wishes to license certain content (“Partner Content”) to ProRata, and ProRata wishes to license such Partner Content, subject to the terms in this Agreement. Partner grants ProRata a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to access, use, reproduce, process, adapt, display, surface and synthesize Partner Content for the purposes of:
Partner grants ProRata a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use certain mutually agreed trademarks (the “Licensed Marks”) to attribute content to Partner in Answers; and to publicize Partner’s contribution of content to support the ProRata Offerings.
Maximum Excerpt Length. ProRata will not include any entire verbatim excerpt of Partner Content exceeding 100 words in any single Answer.
Derivative Substitutes. ProRata will use reasonable and industry standard efforts to avoid generating substantially derivative copies of Partner Content, such as (i) an “original” news story or feature materially based on Partner Content; or (ii) an exhaustive summary of Partner Content that could reasonably be expected to act as a market substitute for such Partner Content.
Deepfakes. ProRata will not knowingly use Partner Content to provide any response reasonably expected to misappropriate or violate any individual author’s publicity rights or misappropriate Partner’s name or marks, including without limitation using reasonable and industry standard efforts to avoid any response that (i) purports to be or suggests that it is written in the voice or style of Partner or of any individual Partner author; or (ii) could reasonably be considered to be a “deepfake” of any Partner Content or of any individual Partner author.
ProRata will deliver to Partner (including by making available to partner a web-based access to the information) a statement of Partner Revenue Share for the preceding month along with the following details supporting the associated calculations:
For a period of one (1) year after a payment of Partner Revenue Shares, ProRata shall keep and maintain at its principal place of business complete and accurate books and records of its performance under this section, including records of the information used to calculate Partner Revenue Shares (the “Records”). Partner may request to have an independent third party confidentially inspect the Records if it reasonably disputes Revenue Share paid under this Agreement.
Partner may also, at its option, elect to make available Distributed AI Search (which includes advertising within), for use on those mutually agreed Partner websites or apps via (i) an API and/or (ii) one or more content widgets served by ProRata and/or (iii) via another mutually agreed integration and delivery method, to appear within the Partner websites or apps (collectively, the “Widgets”), in accordance with the terms and conditions herein. If Partner so elects, then the terms of this Section 8 will apply. The Widgets will consist of one or more widgets for initiating Queries (the “Query Widget”) and one or more widgets for providing Answers (the “Answer Widget”). Queries initiated via the Query Widget would then launch the Answer Widget in order to provide applicable Answers via the AE Platform. For clarity, the Query Widget is not part of the AE Platform (and does not contain any content from any third parties), but the Answer Widget is powered by the AE Platform, and can include both Partner Content, and content from other third parties.
In no event will either Party be liable for any indirect or consequential losses or damages that may be suffered by the other Party, whether the same arise in contract, tort (including negligence) or otherwise howsoever, including without limitation those that fall within any of the following categories: (i) special damages even if the relevant Party was aware of the circumstances in which such special damages could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; or (vi) loss or corruption of data. Subject to this section, a Party’s total liability toward the other Party under this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall be limited to the greater of $10,000 or the amount of payments paid by either Party under this Agreement in the twelve (12) months prior to the incident on which the claim is based. The exclusions and limitations set forth in this Agreement will apply to the fullest extent permissible by law, but, notwithstanding anything to the contrary, neither Party will exclude or limit liability for: (i) fraud or fraudulent misrepresentation, gross negligence, or willful misconduct; (i) payment obligations under this Agreement; (iii) a breach of confidentiality obligations; (iv) either party’s breach of the other party’s Intellectual Property Rights; or (v) either Party’s express Indemnification or defense obligations in this Agreement.
ProRata will implement and maintain industry standard technical, administrative, and physical measures to protect the Partner Content against unauthorized access, use, or disclosure. Neither party will use or disclose to any third party the other party’s Confidential Information (as defined in this paragraph below) except as necessary for the performance of this Agreement or to disclose as needed to their business, legal, accounting or other representatives who are bound by a duty of confidentiality no less strict than that included herein. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order from a court of competent jurisdiction, provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required. As used herein, “Confidential Information” consists of (a) any technical information as necessary to operate the ProRata Offerings in connection with Partner websites or apps; (b) any other information disclosed by one party to the other party that is marked as confidential or which a reasonable person would or should understand to be confidential; and (c) the content of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party who/that has no duty of Confidentiality to the disclosing party.
Entire Agreement. This Agreement sets forth the entire understanding and agreement of the Parties and supersedes all prior or contemporaneous communication and proposals (whether oral, written, or electronic) between ProRata and Partner with respect to the subject matter hereof.
Amendment. ProRata reserves the right to modify this Agreement from time to time, by updating these terms as posted online and/or in the applicable ProRata Offerings. Any such changes will become effective when notice is received or when so posted, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement. Continued use of the ProRata Offerings, products or services following such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.
Notices. All notices to be given pursuant to this Agreement must be made in writing and (i) delivered in person; (ii) sent by regular overnight delivery service; (iii) sent via certified mail, return receipt requested addressed to the Party at the address set forth below or to such other address as such Party may have given to the other in such manner. A notice shall be deemed made or given when received. Notices shall be sent to the addresses on the signature line.
Nonexclusive. The rights and licenses that each Party grants to the other Party under this Agreement are nonexclusive.
Independent Contractor. The Parties are independent contractors with respect to one another under this Agreement. This Agreement does not create a partnership, agency relationship, or joint venture between the Parties. Neither Party shall have the power or authority to bind the other or to create any obligation or responsibility on behalf of the other.
Assignment. Neither party shall assign this Agreement without the other party’s prior written consent, except to successors in interest or otherwise via change in control, merger, or sale of its assets or stock. Any attempt to do other than as so permitted so shall be null and void.
Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement for events beyond Party’s reasonable control and occurring without a Party’s fault, including but not limited to, acts of God, acts of government, flood, fire, civil unrest or war, acts of terror, labor strikes (other than those involving the Party’s employees), imposition of sanctions or export restrictions, acts or omissions of independent third parties, materials from unaffiliated third parties, unauthorized acts by End Users, cyber-attacks or malicious acts, or failures of service of any telecommunications or internet service providers (each a “Force Majeure Event”). The Party affected by the Force Majeure Event will use reasonable efforts to notify the other Party in writing of the Force Majeure Event including the likely or potential duration, if known.
Privacy. Each Party shall be considered an independent “controller” or “business” with respect to any “personal information,” “personal data,” or the equivalent, as the foregoing terms are defined under applicable privacy or data protection laws (“Privacy Laws”). Each Party shall be independently responsible for its compliance with Privacy Laws. If Party receives any personal information from the other Party, it shall ensure that it fully complies with any provisions of applicable data protection laws and regulation and only deals with the data to fulfil its obligations under this Agreement. If required by law, the Parties will enter into separate Data Processing Agreements or similar agreements.
Regulatory Inquiries. In the event that a Party (the “Recipient Party”) receives any regulatory inquiry or correspondence regarding the ProRata Offerings in which the other Party (the “Affected Party”) is named, (an “Inquiry”), the Recipient Party shall, to the extent not prohibited by applicable law or any regulatory authority: (a) notify the Affected Party of such Inquiry in writing within three (3) calendar days of receiving such Inquiry; (b) provide the Affected Party with all copies of documents and correspondence relating to the Inquiry without undue delay after receipt or delivery of such documents or correspondence; (c) provide the Affected Party with a written certification at the conclusion of the Inquiry that the action required by the Privacy Laws has been taken in response to such Inquiry; and (d) not disclose any Confidential Information of the Affected Party to the applicable authority without the Affected Party’s prior written consent.
Governing Law and Venue. This Agreement will be governed by the laws of California without regard to it conflict of law principles. The federal and state courts located in Los Angeles County will have sole and exclusive jurisdiction over any disputes arising hereunder, and the Parties hereby irrevocably submit to the personal jurisdiction of such courts.
No Third-Party Beneficiaries. Except as otherwise set forth herein, no third party is intended to be, nor will be, a third-party beneficiary of any provision under this Agreement, and Partner and ProRata will be the only parties entitled to enforce the rights and terms and conditions set out in this Agreement.
Survival. The following provisions will survive any termination or expiration of this Agreement: Sections 3, 8(e), 8(g), 9(d), 9(e), 9(f), and 10-13 of this Agreement, and any indemnifications or intellectual property rights as outlined herein, together with any provisions expressly stated to survive or which by their nature should survive.
Last updated October 27, 2026
We've received your acceptance of the ProRata.ai Partnership Agreement. A copy has been sent to your email, and you'll receive your onboarding email, including your API key, within 2 business days upon approval of your submission.
Questions? Contact partnerships@prorata.ai.
