Terms of Service: Map Ranks Pro, LLC

Last updated 03/19/2026

1. Definitions & Authority

  • 1.1 Definitions: * "Partner" refers to the Chamber of Commerce or organization licensing the territory.

    • "Member" refers to the individual business entities listed within the Engine.

    • "User" refers to any individual (staff, member, or visitor) accessing the platform.

    • "Assigned Territory" refers to the specific geographic service area defined in the Partner’s Order Form.

  • 1.2 Authority: By entering into this Agreement, you represent that you have the legal authority to bind your organization.

  • 1.3 Account Security: Users must provide accurate data and are solely responsible for maintaining the security of login credentials.

2. Partner Billing & Fees

  • 2.1 Monthly Maintenance: Services are billed in advance every thirty (30) days.

  • 2.2 The Revenue Gap: A minimum monthly system revenue of $995.00 is required. If the Map Ranks Pro share of member participation falls below this floor, the Partner is responsible for the difference (The Gap), billed in arrears.

  • 2.3 Territory Reservation Deposit: To secure an Exclusive Territorial License for the Assigned Territory, the Partner shall pay a one-time, non-refundable Reservation Deposit. This exclusivity is subject to the Partner’s continued compliance with this Agreement. This fee ensures Map Ranks Pro will not license the same geographic area to a competing organization while the Partner remains in good standing.

  • 2.4 Technical Labor: A one-time "Sync Reset Fee" of $495.00 applies for NAP (Name, Address, Phone) changes or re-synchronization requests. Work outside standard maintenance requires a separate Statement of Work (SOW).

  • 2.5 Usage Scaling: If Partner’s member volume or system usage exceeds the technical limits of the then-current Order Form, Map Ranks Pro, acting reasonably and in good faith, reserves the right to adjust the Monthly Maintenance Fee to the appropriate tier upon thirty (30) days' notice.

  • 2.6 Non-Payment & Late Fees: All payments are non-refundable. Past due balances will accrue interest at a rate of 1.5% per month. We reserve the right to suspend access if payment is more than fifteen (15) days past due.

3. Termination & Deactivation

  • 3.1 Notice Period: Either party may terminate for convenience with 90 days' written notice.

  • 3.2 Termination for Cause: Map Ranks Pro may terminate this Agreement immediately and without notice for material breaches, including but not limited to: (a) Fraud or misrepresentation; (b) Violation of the AUP; (c) Illegal activity; or (d) Failure to cure non-payment within 30 days.

  • 3.3 Service Continuity: To protect SEO rankings and "Verified" status, the infrastructure will not be decommissioned upon termination, except where required for legal, security, or technical reasons. The license for the Assigned Territory will be subject to Section 8.3 (Territory Reassignment).

4. Support & Disputes

  • 4.1 Support Buffer: The Partner is the sole point of contact for its members. Map Ranks Pro does not provide direct support to individual Members.

  • 4.2 Mediation: Any disputes regarding listings or "ranking" must be mediated by the Partner. Map Ranks Pro’s liability is limited strictly to the Partner.

5. Technical Disclaimers & Force Majeure

  • 5.1 Platform Dependency: Use is subject to third-party terms (Google, Apple, Bing). We are not liable for their algorithm changes or service interruptions.

  • 5.2 Force Majeure: Neither party is liable for delays or failures caused by acts of God, war, pandemics, or large-scale API/infrastructure failures beyond our control.

  • 5.3 Beta Features: Pre-release features are provided "AS-IS" for testing purposes only.

6. Acceptable Use Policy (AUP)

  • 6.1 Prohibited Conduct: Users shall not, including but not limited to: (a) Provide false or misleading business data; (b) Impersonate any person or entity; (c) Scrape or harvest data; (d) Reverse engineer the search logic; or (e) Attempt to game or manipulate ranking systems.

  • 6.2 Enforcement: AUP violations are grounds for immediate termination for cause under Section 3.2.

7. Liability & Warranties

  • 7.1 Cumulative Liability Cap: Total collective liability shall not exceed the amount actually paid by the Partner during the three (3) months immediately preceding the claim.

  • 7.2 Exclusion of Damages: We are not liable for indirect damages, including loss of profits, SEO rankings, or "Verified" status.

  • 7.3 NO WARRANTY: To the maximum extent permitted by law, the Service is provided "AS-IS" and "AS-AVAILABLE." Map Ranks Pro explicitly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or any guarantee of specific search rankings, traffic volume, or business performance.

  • 7.4 Indemnification: Partner agrees to indemnify Map Ranks Pro, LLC from third-party claims arising from: (a) Member content or data inaccuracies; (b) Territory reassignments; or (c) Violations of third-party platform policies by the Partner or its Members.

  • 7.5 Governing Law: This Agreement is governed by the laws of the State of Texas.

  • 7.6 Dispute Resolution: Disputes must be resolved via binding arbitration in Bexar County, Texas. This includes a Class Action Waiver.

8. Data Ownership & Continuity

  • 8.1 Partner Data: The Partner retains ownership of its original membership list.

  • 8.2 Member Ownership: Once a listing is "Claimed," the data becomes the property of the Member. Claimed listings will not be removed regardless of Partner status, except where required by law, court order, or platform compliance.

  • 8.3 Territory Reassignment: To protect the continuity of the local business community's SEO rankings and "Verified" status, the technical infrastructure is intended to remain permanent. If a Partner discontinues services or this Agreement is terminated, the technical ChamberSearch™ License for the Assigned Territory will be reassigned to the nearest active Participating Chamber or a suitable local organization at the Company's sole discretion.

  • 8.4 License to Display: Partner and Members grant Map Ranks Pro a royalty-free license to host and display content solely for the purpose of providing the Service.

9. Territorial Integrity

  • 9.1 Hard Border Restrictions: Each Participating Chamber is assigned a Hard Border territory. The Partner is strictly prohibited from onboarding or displaying businesses whose physical headquarters are located within the Assigned Territory of another active Participating Chamber. Any attempt to circumvent these borders constitutes a material breach of this Agreement.

10. General Provisions

  • 10.1 Entire Agreement: These Terms, the Privacy Policy, and any SOW constitute the entire agreement between the parties. Use of the Service is also subject to our Privacy Policy.

  • 10.2 No Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

  • 10.3 Severability: If any part of this Agreement is found invalid, the remainder remains in full force.

  • 10.4 Survival: Sections 1.1, 2, 6, 7, 8, 11, 13, and 15 shall survive the termination or expiration of this Agreement. 10.5 Modifications: Continued use of the platform after updates to these terms constitutes acceptance. 10.6 Assignment: Map Ranks Pro may assign its rights in the event of a merger or acquisition.

GENERAL COMMERCIAL PROVISIONS

11. Confidentiality

  • 11.1 Definition: "Confidential Information" includes all non-public information, whether written or oral, relating to the business, technology, or financial affairs of either party, whether disclosed before or after the Effective Date of this Agreement. For Map Ranks Pro, this explicitly includes proprietary search logic, neighborhood "Verified" algorithms, and "Sync Engine" architecture.

  • 11.2 Obligation: Each party agrees to protect the other’s Confidential Information with at least the same degree of care it uses for its own. Confidential Information may only be disclosed to employees or contractors who "need to know" and are bound by similar confidentiality obligations.

  • 11.3 Survival: This obligation survives the termination of this Agreement for a period of three (3) years.

12. Usage Audits & Scaling

  • 12.1 Right to Monitor: Map Ranks Pro reserves the right to monitor the volume of Member data and API calls within the Partner’s territory to ensure compliance with the subscribed tier and system integrity.

  • 12.2 Scaling: If Partner’s member volume or system usage exceeds the technical limits of the then-current Order Form, Map Ranks Pro, acting reasonably and in good faith, reserves the right to adjust the Monthly Maintenance Fee to the appropriate tier upon thirty (30) days' notice.

13. Work Product & Improvements

  • 13.1 Ownership of Deliverables: All code, interfaces, custom reports, or technical developments created by Map Ranks Pro during the performance of services (including "Sync Resets" or custom Statement of Work tasks) remain the exclusive property of Map Ranks Pro, LLC. 13.2 Feedback License: Any suggestions or feedback provided by the Partner regarding improvements to the Engine are granted to Map Ranks Pro as a royalty-free, perpetual, and irrevocable license to implement globally without compensation to the Partner.

14. Access Integrity & Non-Competition

  • 14.1 Warranty: The Partner represents and warrants that it is not accessing the Service for the purpose of competitive analysis, benchmarking, or reverse-engineering our search infrastructure.

  • 14.2 Prohibited Use: Any use of the Service for the purpose of creating or improving a competing product or service is strictly prohibited and constitutes a material breach of this Agreement, providing grounds for immediate termination for cause under Section 3.2.

15. Equitable Relief

  • 15.1 Irreparable Harm: Partner acknowledges that a breach of Section 6 (AUP), Section 8 (Data Ownership), Section 11 (Confidentiality), or Section 14 (Access Integrity) would cause Map Ranks Pro irreparable harm for which monetary damages alone are an inadequate remedy.

  • 15.2 Injunctive Power: Notwithstanding the arbitration requirements in Section 7.6, Map Ranks Pro shall be entitled to seek an immediate injunction or other equitable relief in any court of competent jurisdiction (including Bexar County, Texas) to prevent such breaches.

16. Taxes & Reimbursements

  • 16.1 Tax Responsibility: All fees are exclusive of sales, use, or value-added taxes. Partner is responsible for paying all applicable taxes associated with the Service, excluding taxes based on Map Ranks Pro’s net income.

  • 16.2 Reimbursable Expenses: Any out-of-pocket expenses required for on-site training or custom deployments must be approved in writing by the Partner and will be invoiced at cost.

Map Ranks Pro, LLC
D.B.A.ChamberSearch™
21750 Hardy Oak Blvd
Suite 102-285
San Antonio, TX 78258
Phone: (830) 282-1745
Email: info@maprankspro.com