Terms & Conditions

16.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

16.2 Good Faith Dispute Resolution: As a condition to either party initiating arbitration, both Native Rank and the Client agree to undertake good faith efforts to resolve any claim, dispute, or controversy arising out of or relating to this Agreement (a “Dispute”). To initiate the resolution process, the party seeking relief must provide the other party with a written statement (the “Dispute Notice”) that:

• Describes the nature of the Dispute;
• Identifies the specific provision(s) of the Agreement allegedly breached; and
• Requests a meet and confer meeting to attempt resolution within thirty (30) days of receipt of the Dispute Notice.

The purpose of this meeting is to arrive at a mutually agreeable resolution, including compromise or settlement. All statements made during this process, including proposed resolutions, are confidential and may not be used as evidence in any subsequent arbitration or litigation.

16.3 Arbitration: If the Dispute is not resolved through the good faith process described above within ninety (90) days (or a mutually agreed extended period), it will be resolved exclusively through confidential arbitration. Arbitration will be conducted pursuant to the Rules of the International Court of Arbitration of the International Chamber of Commerce. The seat and venue of arbitration will be Denver, Colorado, and the proceedings will be conducted in English. The arbitration will be determined by a sole arbitrator appointed under the applicable rules, and evidentiary questions will be governed by the International Bar Association Rules on the Taking of Evidence in International Arbitration.

16.4 Class Action Waiver: The Client agrees to waive any right to commence or participate in any class action or representative proceeding against Native Rank related to any Dispute. Additionally, the Client agrees to opt out of any such class or representative proceedings.

16.5 Injunctive and Equitable Relief: Notwithstanding the arbitration requirement, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets.

16.6 Collection of Outstanding Fees: Native Rank reserves the right to collect any outstanding amounts owed by the Client in a court of competent jurisdiction.

16.7 Attorneys’ Fees: The prevailing party in any action or arbitration under this Agreement shall be entitled to recover its reasonable attorneys’ fees, expert fees, and associated costs from the other party.

19.1 NIKAO AI Solution: Native Rank NIKAO AI Solution utilizes proprietary technology along with various other digital products, including a comprehensive website, website hosting and security, content, inventory manager, advanced SEO, Google Business Profile optimization, and location listings. In the event the Client provides a minimum 60-day cancellation notice, Native Rank will turn off the solution on the last day of the agreement. The Client will not retain ownership of the website, inventory manager, or any of Native Rank’s proprietary software, technology, or work. This may include all onsite SEO efforts.

19.2 Google My Business (GMB): The Client retains ownership of their GMB page. Native Rank must be granted Owner-level access to manage the account. If Native Rank is given Primary Owner access, the Client must reclaim this role before termination. Upon termination, Native Rank will remove all optimizations and is not liable for GMB-related issues as it is a Google-provided service.

19.3 Business Listings: Upon cancellation, Native Rank will terminate its management and remove all optimization of business listings. Native Rank reserves the right to utilize third-party vendors for business listing management and is not responsible for listing access or issues post-cancellation.

19.4 Inventory Management Software: Upon cancellation, Native Rank will remove the Inventory Manager software, integrations, targeting, and optimizations. All items within the inventory system will be destroyed and are non-recoverable. Native Rank is not liable for third-party data transmission errors or failures.

19.5 Approved Website Updates and Changes: Updates to business information, images, gallery, news, certifications, blog entries, and in-scope project updates are included. Additional work not listed may incur charges of $300/hour with a 2-hour minimum.

19.6 Third-Party Plugins: Native Rank integrates pre-approved third-party plugins at the Client’s expense. Native Rank is not responsible for plugin-related issues, and development for integration is charged at change.

21.1 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall remain unaffected. The parties agree to negotiate in good faith to replace the unenforceable provision with a valid provision that most closely reflects the intent of the original.

21.2 Notices: Unless otherwise required by applicable law, the Client shall address all notices, statements, and other communications related to this Agreement to:

Native Rank, Inc.
1055 Auraria Parkway
Denver, CO 80204
United States

With a mandatory copy to: legal@nativerank.com

22.1 Notices to the Client: Native Rank may provide any and all notices, statements, and other communications to the Client through one or more of the following methods: email, postings on its website, in-product messages, regular mail, or express delivery services. All such notices, statements, and communications will be deemed received by the Client on the date they are sent or posted.

22.2 Licensing of Client Trademarks: During the term of this Agreement, the Client grants Native Rank a non-exclusive, royalty-free license to use, reference, and display the Client’s name, logos, and trademarks in connection with the promotion, marketing, and public communication of Native Rank’s products and services. This includes but is not limited to publications, press releases, website content, social media posts, and marketing materials (collectively, the “Materials”). Native Rank will cease use of the Client’s trademarks in any new Materials within sixty (60) days of the termination of this Agreement. Pre-existing Materials, including archives, shall not be required to be amended.

22.3 Force Majeure: Neither party shall be held liable for any delay or failure in performance caused by events or circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, government orders, labor disputes, supply chain interruptions, failures in communication networks, or similar events. This does not apply to the Client’s obligation to make timely payments under this Agreement.

22.4 Entire Agreement: This Agreement, along with any applicable Scope of Work, Order Form, Privacy Policy, and other referenced agreements, constitutes the entire understanding between the parties regarding the subject matter herein. It supersedes any prior or contemporaneous written or oral communications, agreements, or understandings.

22.5 Priority of Documents: In the event of a conflict between the terms of this Agreement and any applicable Scope of Work or Order Form, the terms of the Scope of Work or Order Form shall prevail.

22.6 Amendments: Native Rank reserves the right to amend the terms of this Agreement upon providing the Client thirty (30) days’ written notice. Amendments may include changes to fees, scope of services, or other material terms. Such amendments may be made to ensure compliance with applicable laws, address security needs, reflect market conditions, or account for changes imposed by third-party providers.

22.7 Acknowledgment: The Client acknowledges that they have reviewed, understood, and accepted the terms set forth in this Agreement. The Client further confirms that they have had the opportunity to consult with legal counsel regarding this Agreement or have knowingly waived this right.

22.8 Language: The parties acknowledge that this Agreement is drafted in the English language, which shall be the binding version. Any translations provided are for informational purposes only.