Outset Ops Terms of Use

SCOPE AND APPLICABILITY

Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using our website, services, or platform website (collectively, the “Services”) operated by OUTSET OPS, INC. (“Outset”, “us”, “we”, or “our”).

Your access to and use of our Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, customers, users, platform subscribers, and others who wish to access or use our Services (“You” or “Your”). The term “partners” refers to companies that partner with us to offer our Services and platform to You.

By accessing or using our Services, You agree to be bound by these Terms. If You disagree with, or refuse to abide by, any part of these Terms, then you do not have permission to access our Services. These Terms are a binding contract between You and OUTSET.

ACCOUNT REPRESENTATIONS

When You create an account with us, You represent that You are over the age of 18, and that the information you provide to us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Services. To create an account, You will be asked to include information specific to the Services You are requesting, such as Your business name, description of services your business provides, qualifications, and credentials. If you choose not to provide the requested information, certain features of our Services may not be accessible or available to You.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Services or a third-party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

ACCESS TO SERVICES

We reserve the right at all times, in our sole discretion and without notice to you, to deny your access to and use of our Services.

USE OF OUR SERVICES

You agree and acknowledge that you have the sole responsibility and liability for your use of our Services and for providing or obtaining, and for maintaining, all of the hardware, software, electrical power, telecommunications, internet services, and other products or services necessary or desirable for you to access and use our Services.

PRIVACY

Please review our Privacy Policy. By using our Services, You consent to the practices described in our Privacy Policy and agree to have your personal data transferred to and processed in the United States. We may listen to and record phone calls between you and our representatives.

When using our Services, You may be asked to provide certain personal information. You can decline. If you choose not to provide the requested information, certain features of our Services may not be accessible or available to You.

USER ID’S AND PASSWORDS

Our Services are restricted to users and subscribers have obtained a user identification and password by completing the registration process described on this website.

You agree to notify OUTSET’s Customer Success, Compliance, and/or Legal teams immediately if You believe Your user, password or other identifying information has been lost, stolen or otherwise compromised. You agree not to provide your user identification or password to any other person.

You also acknowledge and agree that you are solely responsible for all damages or claims that may arise from any access to or use of our Services by any person to whom You have provided Your user identification, password or other identifying information, or by any person who has obtained such information from You, including, but not limited to, any access to or use of the Service that may occur after You have notified us that Your user identification, password or other identifying information has been lost, stolen or otherwise compromised.

AVAILABILITY, ERRORS, AND INACCURACIES

We are constantly updating our products and Services. We may experience delays in updating information on our Services and in our advertising on other websites. The information found on our Services may contain errors or inaccuracies and may not be complete or current.

Our Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

SUBSCRIPTIONS

Some parts of our Services are billed on a subscription basis (“Subscription(s)”) subject to an Order Form, Master Services Agreement ,“ Payment Schedule” or as determined by our third-party suppliers. Subscribers may be billed in advance or on a recurring and periodic basis (“Billing Cycle”).

USE AND SUBSCRIPTION LIMITATIONS

Your Subscription to use our Services and leverage our content is limited to these Terms and in some cases, the terms and conditions prescribed in our Master Services Agreement. Any type of use beyond those terms and anticipated scope is impermissible including the following unauthorized access, use and limitations:

  • use of any unauthorized automated means to access our platform or collect any information from the platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
  • frame the platform, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over this platform’s pages, or otherwise affect the display of this platforms’ pages;
  • engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any OUTSET, OUTSET affiliate, OUTSET users or third party;
  • use data provided by OUTSET, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from us in the past to compete with the products or services offered by OUTSET;
  • use this platform or our Services in any manner that violates applicable law or that could damage, disable, overburden, or impair our platform or interfere with any other party’s use and enjoyment of our platform;
  • use of our platform in a manner that is deceptive, fraudulent, harassing, obscene or objectionable; or
  • copying or storing any portion of the content on our platform.

PAYMENT

Subscription Fee. You will pay the Fee(s) specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (i) the Fee is based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable and payments are non-refundable, and (iii) Services cannot be downgraded in any way during the relevant Subscription Term.

Invoicing and Payments. The Rate shall be paid in advance of the commencement of the Subscription Term or the Renewal by You, either annually or in accordance with any different billing frequency stated in the applicable Order Form. For payments by credit card, You will provide Us with valid and updated credit card information. If You provide credit card information to Us, You authorize Us to charge such credit card for the Subscription Rate listed in the Order Form for the Subscription Term or Renewal. If the Order Form specifies that payment will be by a method other than a credit card, Company will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due 30 days from the invoice date (“Due Date”). Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

Taxes. The Subscription Rate is exclusive of all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessed by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all applicable Taxes associated with the use of the Services. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessed against it based on its income, property and employees.

Overdue Payments. If any undisputed invoiced amount is not received by Us by the Due Date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified originally(Invoicing and Payment).

Suspension of Service and Acceleration. If after thirty (30) days from receipt of written notice from Us that any undisputed invoiced amount owed by You under this agreement for Services is thirty (30) or more days overdue, Company may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Services to You until such amounts are paid in full. Company will give Customer at least fifteen (15 business days’ prior written notice before suspending Services to You pursuant to the foregoing.

CREDIT CARD PURCHASES

If you wish to purchase our Services (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

Our Services may employ the use of third-parties for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

TERM, RENEWALS AND TERMINATION.

Subscription Term and Auto Renewals. Your subscription to the Services will automatically renew for an additional one year term. Unless otherwise provided for in an Order Form, and the Subscription Rate applicable to the renewed subscription to the Services shall be the same as the Subscription Rate specified in the Order Form for the Subscription Term. Company reserves the right to change the Subscription Rate upon renewal and will notify Customer in advance of the renewal coming into effect. Notwithstanding the foregoing, any renewal in which the subscription volume or subscription term for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

Cancellations. Either Party may elect to terminate Your subscription to the Services at the end of the Subscription Term by providing written notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term. You may also request to cancel their subscription to the Services at any time prior to the end of the current Subscription Term provided Customer agrees that no refunds or credits for any part of the Subscription Rate will be made and any outstanding amount of the Subscription Rate will become due and payable within fifteen (15) days of the cancellation request.

Termination for Cause. Either Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of sixty (60) days from the date of the breaching Party’s receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Termination for Cause, Company will refund Customer any part of the pre-paid Subscription Rate covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Company in accordance with Termination for Cause, Customer will pay Company any unpaid amount of the Subscription Rate for the remainder of the Subscription Term as specified in the applicable Order Form. In no event will termination relieve Customer of the obligation to pay any part of the Subscription Rate payable to Company for the period prior to the effective date of termination.

Deletion and Export of Customer Data. Provided that Customer has an active Salesforce org account, for fourteen (14) days after the effective date of termination of this Agreement, and upon Customer’s written request, Company will make Customer data available to Customer for export or download. Thereafter, Company will have no obligation to maintain or provide any Customer data and will, unless prohibited by law or legal order, delete Customer’s Service Data within the Services.

Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.

FEE CHANGES

We will provide You with reasonable prior notice of any change in fees for our Services to give you an opportunity to terminate your order before such change becomes effective.

Your continued use of our Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.

REFUNDS

Except when required by law, paid Subscription fees, fees for Services already rendered, and fees charged by and or advanced by us for third-party services are non-refundable.

LINKS TO OTHER WEB SITES

Our Services may contain links to third party web sites or services that are not owned or controlled by us, but made available to users and subscribers. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services that may be featured on our Services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites or services.

Outset and our partners do not permit third-party advertising on our Services. Except with written permission or as stated in a Master Services Agreement, you agree that you will not create links from any website or web page to this website or any web page within this website.

INTELLECTUAL PROPERTY

Our Services and their original content, features and functionality are and will remain the exclusive property of Outset and its licensors. Our Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

Except as expressly set forth in a Master Services Agreement, Outset (and its licensors, where applicable) shall own (i) our Services, and all improvements, enhancements, or modifications made thereto, and (ii) all intellectual property rights related to any of the foregoing (the “Company IP”). You acknowledge and agree that any suggestions, ideas, enhancement requests, recommendations or other feedback provided by you, the subscriber and any third party relating to our Services (“Feedback”) shall be owned by Outset and to the extent you own any right, title or interest in or to such Feedback, you hereby assign and agree to assign to Outset all such right, title and interest in and to the Feedback without cost or expectation of remuneration.

REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users, subscribers and all entities or natural persons who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Services and/or terminate the Subscriptions of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

COMMUNICATIONS POLICY

Outset will communicate with You, our lenders, users, subscribers and partners, non-affiliated third-parties, and third-party service providers in a variety of different ways including but not limited to email, telephone, fax, voicemail, letters sent by post, text and SMS messaging and in person. Some communications occur through multiple channels. Such communications are confidential. By using our Services, You acknowledge the following communications-related practices.

All transactions conducted on our Services, our affiliate websites, chat or via email, must be confirmed in writing by us to be accepted by and binding upon us. Our communications regarding matters regulated by applicable federal and state laws will always be formal and notated as such.

Recording & Monitoring of Communications: As described herein, your communications with us via our Services, chat, email, and telephone may be recorded and/or monitored by us and our vendors. By using such communication methods, You are consenting to the recording and/or monitoring of the same.

E-Signature: General communications through this Platform and affiliate websites, chat or via email are not intended by us to constitute either an electronic record or an electronic signature, or to constitute any agreement by the sender to conduct a transaction by electronic means, unless a specific statement to the contrary is included in the message and specific e-signature procedures are employed. However, Your assent to a “click to accept” button or feature affirming Your own acceptance, is binding upon You.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), You provide to us are non-confidential and shall become the sole property of Outset. We will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You.

TERMINATION

We may terminate or suspend Your account and limit access to our Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

INDEMNIFICATION

To the fullest extent allowed by applicable law, You agree to defend, indemnify and hold harmless Outset and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) Your use and access of our Services, by You or any person using Your account and password, or b) a breach of these Terms.

LIMITATION OF LIABILITY

In no event shall Outset, nor its directors, employees, partners, agents, suppliers, or partners, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, work stoppage, accuracy of results, computer failure or other intangible losses or any amount in excess of the total amount paid or payable by Customer and its Affiliates for the subscription services in the six month period preceding the event giving rise to a claim, resulting from (i) Your access to or use of or inability to access or use our Services; (ii) any conduct or content of any third party on our Services; (iii) any content obtained from our Services; and (iv) unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

DISCLAIMER

Your use of our Services is at Your sole risk. Our Services are provided on an “AS IS” and “AS AVAILABLE” basis. Our Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Outset its subsidiaries, partners, and its licensors do not warrant that a) our Services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) our Services are free of viruses or other harmful components; or d) the results of using our Services will meet Your requirements.

EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You.

GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements, (with the exception of any written Order Form or Master Service Agreement) we might have had between us regarding the Service.

ARBITRATION CLAUSE / CLASS ACTION WAIVER

THE FOLLOWING ARBITRATION PROVISIONS SIGNIFICANTLY AFFECT YOUR RIGHTS IN ANY DISPUTE WITH US. PLEASE READ THE FOLLOWING DISCLOSURES AND THE ARBITRATION PROVISION THAT FOLLOWS CAREFULLY BEFORE YOU USE OUR SERVICES AND/OR WEBSITE.

  1. If either You or we choose, any dispute between You and us will be decided by arbitration and not in court.
  2. If such dispute is arbitrated, You and we will give up the right to a trial by a court or a jury trial.
  3. You agree to give up any right You may have to bring a class action lawsuit or class arbitration, or to participate in either as a claimant, and You agree to give up any right You may have to consolidate Your arbitration with the arbitration of others.
  4. The information that can be obtained in discovery from each other or from third persons in arbitration is generally more limited than in a lawsuit.
  5. Other rights that You and/or we would have in court may not be available in arbitration.

Any claim or dispute, whether in contract, tort, statute, or otherwise (including any dispute over the interpretation, scope, or validity of this provision, arbitration section or the arbitrability of any issue), between You and Outset or any of our shareholders, employees, agents, contractors, webhosts, web designers, administrators, successors, or assigns (each a “Third Party Beneficiary”), which arises out of or relates to our Services, this website, mobile application, the data provided to us, the data held by us, alleged improper data exfiltration or sharing, Subscriptions, or any resulting transaction or relationship arising out of Your access to our website (including any such relationship with third parties who do not agree to this contract) shall, at the election of either You, us, or a Third Party Beneficiary, be resolved by a neutral, binding arbitration and not by a court action. Notwithstanding the above, this arbitration clause does not require arbitration of a claim or dispute for public injunctive relief under California law. Any claim or dispute is to be arbitrated on an individual basis and not as a class action. The arbitrator may not preside over a consolidated, representative, class, collective, public injunctive relief, or private attorney general action. You expressly waive any right you may have to arbitrate a consolidated, representative, class, collective, public injunctive relief, or private attorney general action. The arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules, or by any other organization that You may choose, subject to our or a Third Party Beneficiary’s approval. You may get a copy of the rules of the American Arbitration Association by visiting its website at www.adr.org.

The arbitrator shall be an attorney or retired judge and shall be selected in accordance with the applicable rules. The arbitrator shall apply the law in deciding the dispute. The arbitration hearing shall be conducted in the federal district in which You reside in California or, if You do not reside in California, in the federal district for the United States District Court for the Central District of California. If You demand arbitration first, You will pay the claimant’s initial arbitration filing fees or case management fees required by the applicable rules up to $125, and we will pay any additional initial filing fee or case management fee. We will pay the whole filing fee or case management fee if we demand arbitration first. We will pay the arbitration costs and fees for the first day of arbitration, up to a maximum of eight hours, unless the chosen arbitration provider’s rules require we pay more. The arbitrator shall decide who shall pay any additional costs and fees. Nothing in this paragraph shall prevent You from requesting that the applicable arbitration entity reduce or waive Your fees, or that we or a Third Party Beneficiary voluntarily pay an additional share of said fees, based upon Your financial circumstances or the nature of Your claim.

Your access to our Services, website, Subscriptions, and providing of data to us in connection with same evidences a transaction involving interstate commerce. Any arbitration under this agreement shall be governed by the Federal Arbitration Act (9 USC 1, et seq.). Judgment upon the award rendered may be entered in any court having jurisdiction.

If any clause within this arbitration section, other than clause 3 or any similar provision dealing with class action, class arbitration or consolidation, is found to be illegal or unenforceable, that clause will be severed from this arbitration section, and the remainder of this arbitration section will be given full force and effect. If any part of clause 3 or any similar provision dealing with class action, class arbitration or consolidation is found to be illegal or unenforceable, then this entire arbitration section will be severed and the remaining provisions of this agreement shall be given full force and effect as if the arbitration section of this agreement had not been included in these Terms. In no event shall an arbitrator be authorized to resolve a claim or dispute or make awards or grant relief exceeding the limitations in clause 3 or any similar provision on class actions, class arbitrations, or consolidation.

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide notice about new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use our Services.

ASSIGNMENT

You may not assign or transfer these Terms or Your rights or obligations hereunder or Your account in any manner whatsoever without OUTSET’s prior written consent. OUTSET may assign or transfer these Terms without Your consent.