Section 8: Indemnification

Effective Date: January 15, 2025 | Last Updated: January 15, 2025

8.1 Definitions

For purposes of this Section 8, the following terms shall have the meanings set forth below:

• "Indemnified Party" means RankForge, LLC, its subsidiaries, affiliates, officers, directors, employees, agents, and contractors.
• "Claim" means any actual or threatened third-party action, suit, proceeding, investigation, or demand, whether civil, criminal, administrative, or regulatory.
• "Damages" means all losses, liabilities, judgments, settlements, penalties, interest, costs, and expenses (including reasonable attorneys' fees and litigation expenses) arising from or related to a Claim.

8.2 Client Indemnification Obligations

The Client agrees to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all Claims and Damages arising out of or relating to:

1. Content & Materials: Any content, data, metadata, code, creative assets, or intellectual property provided by the Client for SEO optimization, publication, or implementation on Client's digital properties.
2. Third-Party Tools & Integrations: Use of client-supplied APIs, analytics platforms, tracking scripts, or third-party services integrated into RankForge's workflow or deployed on Client's behalf.
3. Compliance & Conduct: Any breach of applicable laws, regulations, or third-party rights by the Client, including but not limited to intellectual property infringement, privacy violations, or fraudulent activities.
4. Breach of Agreement: Failure to comply with any provision of the Master Services Agreement, including payment obligations, acceptable use policies, or confidentiality requirements.

8.3 RankForge Cooperation & Claim Procedure

To invoke the indemnification rights under this Section, the Indemnified Party must:

• Promptly notify the Client in writing of any Claim upon becoming aware thereof (failure to provide timely notice shall not relieve the Client of indemnification obligations except to the extent the Client is materially prejudiced).
• Grant RankForge the sole right to control the defense and settlement of the Claim, including the selection of legal counsel.
• Provide reasonable cooperation, documentation, and access to personnel as requested by RankForge in connection with the defense of the Claim.

RankForge shall not be obligated to indemnify the Client for any Claim unless the Client satisfies the procedural requirements outlined above.

8.4 Limitations & Exceptions

This indemnification provision shall not apply to, and shall expressly exclude:

• Damages arising from RankForge's gross negligence, willful misconduct, or material breach of this Agreement.
• Indirect, consequential, incidental, special, or punitive damages, except where expressly prohibited by applicable law.
• Claims resulting from services performed outside the scope of the authorized Statement of Work or without prior written approval from RankForge.

8.5 Mutual Indemnification (Optional Addendum)

Where expressly agreed upon in writing by both parties, the Client may request mutual indemnification obligations. In such cases, the provisions of Sections 8.1 through 8.4 shall apply symmetrically, subject to a liability cap equal to twelve (12) months of fees paid by the Client immediately preceding the Claim, except for obligations arising from indemnification, confidentiality breaches, or gross negligence.

8.6 Severability & Governing Law

If any provision of this Section 8 is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Section shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.