Terms of Use
Sep 16, 2025
Welcome to Outlier! These Terms of Use (the “Terms”) are a binding agreement between you and Smart Ecosystem, Inc., a Delaware corporation, and its affiliates, including Scale AI, Inc., and including its agents, employees, executives, officers, investors, shareholders, affiliates, successors, assigns, subsidiaries, and parent companies (“Outlier”), regarding your access to and use of https://outlier.ai/ and any other associated mobile or web services or applications made generally available by Outlier (collectively, the “Outlier Site”), and your provision of services related to Tasks (as defined in Section 1) for third-party Outlier clients. Outlier and its affiliates provide the Outlier Site to you subject to these Terms. These Terms consist of the terms and conditions below, and incorporate and include:
the Outlier Independent Contractor Agreement (“Independent Contractor Agreement”);
the Outlier Arbitration Agreement (“Arbitration Agreement”);
the Outlier Community Guidelines (“Community Guidelines”);
the Outlier Privacy Policy (“Privacy Policy”);
the Data Processing Addendum (“DPA”); and
any other policies, procedures, and other guidelines that Outlier posts on the Outlier Site or otherwise makes available to you, including the Working Location Policy.
By registering for or accessing the Outlier Site, you accept these Terms and warrant and represent that you are at least 18 years old or the age of legal majority in your jurisdiction and you have authority to bind yourself to these Terms. Please read these Terms, including the Arbitration Agreement in Section 10, carefully.
SECTION 10 (“APPLICABLE LAW; DISPUTES”) OF THESE TERMS (THE “ARBITRATION AGREEMENT”) PROVIDES THAT IF YOU RESIDE IN OR HAVE ESTABLISHMENT IN THE UNITED STATES, ANY CLAIMS THAT YOU AND OUTLIER HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS, WILL, WITH LIMITED EXCEPTIONS, BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST OUTLIER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
Outlier Site Account
In order to perform tasks for third-party Outlier clients or perform support services related to such tasks (collectively, “Tasks”), you agree to register for and maintain an active user account on the Outlier Site (your “Account”). You may only possess one Account, and if it is suspended or terminated in accordance with these Terms, you may not create another one unless you have explicit permission from Outlier to do so. The account registration requires you to submit certain personal information, such as your name, address, country of residence, mobile phone number, as well as valid payment information, social security number in some cases, and other unique identifiers, and Outlier will use such information in accordance with the Privacy Policy. You agree to maintain accurate, complete, and up-to-date information in your Account. Payment information must relate to financial accounts in your own name, and you may not permit any other person to provide your payment information to Outlier. In certain instances, you may be asked to provide proof of your identity to access or use the Outlier Site, and you agree that you may be denied access to or use of the Outlier Site if you refuse to provide such information.
The Outlier Site & Outlier Materials
The Outlier Site Access Grant. Subject to these Terms, Outlier grants you a non-exclusive, non-transferable, right to access and use the Outlier Site solely with supported browsers through the Internet or approved mobile application for the purpose of performing Tasks as an independent contractor for Outlier. All rights not expressly granted to you are reserved by Outlier, its clients, and its licensors.
Outlier Materials License. To the extent Outlier, its subsidiaries, affiliates, successors or assigns, licensors, or clients supply any materials, including but not limited to, text, images, video, audio recordings, scope of work, informational materials, third-party User Content (as defined in Section 3(d)(5)), devices, tools, equipment, records, data, notes, reports, proposals, lists, correspondence, specifications, other documents or property, or reproductions of any of the aforementioned items (collectively, “Outlier Materials”) to you, Outlier grants you a limited, revocable, non-exclusive, non-sub-licensable, non-transferable license to use the Outlier Materials solely in connection with performing the Tasks.
Ownership. Except as provided in this Section 2, you obtain no rights under these Terms from Outlier, its clients, or its licensors to the Outlier Systems (as defined below in Section 3(d)(1)) or Outlier Materials, including any related Intellectual Property Rights (defined below in Section 4(a)(1)). You acknowledge and agree that, as between the parties, Outlier, its clients, and its licensors own all right, title, and interest in and to the Outlier Systems and Outlier Materials, including all Intellectual Property Rights therein. All trademarks, service marks, logos, trade names, and any other source identifiers (“Marks”) of Outlier used on or in connection with the Outlier Systems, Outlier Materials, or User Content are trademarks or registered trademarks of Outlier in the United States and abroad. Marks used on or in connection with the Outlier Systems, Outlier Materials, or User Content are used for identification purposes only and may be the property of their respective owners.
Independent Contractor Agreement
Worker Status. By signing up on the Outlier Site to complete Tasks, you understand and agree that you are an independent contractor of Outlier and that you assume all liability for proper classification as an independent contractor or consultant based on applicable legal guidelines. Nothing contained in these Terms is intended to constitute or create a contract of employment or agency relationship with Outlier, nor will it constitute or create the right or obligation to use or continue to use the Outlier Site or perform Tasks for any particular period of time. Outlier will have no right to, and will not, direct, control, or supervise you in connection with the Tasks you perform. You will not at any time during your affiliation with Outlier receive any benefits or other incidental perks of employment. Any payment made to you by Outlier is for Tasks completed by you or related thereto, as agreed between the parties, and such payments do not constitute regular salary or compensation for any other purpose. You further agree that Outlier is not restricting in any way your right or ability to perform services for others, including but not limited to, any employer, your own clients, or through any other crowdsourcing service or any other means. You will not represent yourself to clients or anyone else as an employee or agent of Outlier. At all times, you agree and acknowledge that you are an independent contractor of Outlier and will always represent yourself as such. You have no authority (and will not hold yourself out as having authority) to bind Outlier, and you will not make any agreements or representations on behalf of Outlier.
Payment for Tasks. Following completion of the Tasks you have selected, and verification that such Tasks have been accurately and otherwise adequately completed (in accordance with Section 3(d) below), Outlier will transmit payment to you for the amount specified and agreed to by you in relation to such Tasks.* Subject to applicable law, Outlier reserves the right to delay or suspend payment during any investigation into your compliance with these Terms, including the Community Guidelines. A violation of these Terms, in Outlier’s sole determination, may result in non-payment to you of some or all amounts accrued, as well as suspension or deactivation of your account. Any cross-border cash remittance made to you in connection with you performing Tasks must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide Outlier or such entity with certain information, including bank account information, for purposes of direct deposit and details regarding the transaction. It is your responsibility to ensure that you have a payment method approved by Outlier to receive payments in US Dollars or the specified currency. You understand that neither Outlier nor any related entity is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or any timing issue that may affect the value of payments made to you.
*For purposes of New York City Local Law 140, to the extent it is deemed to apply, the “value” of the services performed pursuant to these Terms is equal to the total amount paid to you for the Tasks that you perform pursuant to these Terms.Taxes and Tax-Related Items. Outlier will not deduct from any payments to you any amount for income tax withholding, Social Security or other social contributions, other taxes, or any other amount, except as provided by law. You agree to undertake any registration as a self-employed worker, independent contractor, sole proprietor, or similar designation available with the tax authorities in your jurisdiction to ensure the proper payment of any applicable taxes or other amounts as required by law.
You are also responsible for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship, or other form of business organization, including but not limited to obtaining any and all certificates, licenses and/or registrations that are required to operate as an independent contractor in your applicable jurisdiction.
You understand and agree that you are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. You further understand and agree you are solely responsible for filing any and all necessary tax filings and returns, and that you are obligated to pay federal, state and local income tax on any monies paid pursuant to these Terms.Performing Tasks.
Performance of Tasks. You agree to comply with these Terms, including the Community Guidelines at all times, and you agree to review them for detailed information on topics such as your Account, security on the Outlier Site, and prohibited activities. In order to perform certain Tasks, you may need to use (i) the Outlier Site, (ii) Software (as defined below in Section 3(d)(7)), (iii) Outlier clients’ websites, mobile applications, platforms, or devices, or (iv) other platforms to communicate about the Outlier Site or Tasks (collectively “Outlier Systems”), and you may need to register for and maintain user accounts on multiple Outlier Systems (all accounts, including your Outlier Site Account collectively, “Systems Accounts”). You are responsible for all activity that occurs under your Systems Accounts, and you agree to maintain the security and secrecy of your Systems Account username and password at all times. In order to comply with obligations from Outlier’s clients, you may not allow third parties to use your Systems Accounts, and you may not assign or otherwise transfer your Outlier Systems accounts to any other person or entity.
Accuracy of Tasks. You agree to perform the Tasks and any other deliverables you provide to Outlier or its clients accurately, adequately, and consistent with any scope of work or other specifications provided. You understand that your repeated failure to do so constitutes a breach of these Terms. Outlier reserves the right to confirm the accuracy of the Tasks and other deliverables, and, in addition to Outlier’s right to withhold payment in full or in part, to remove you from projects or deactivate your account based on your breach of this section.
You Choose Your Work. You are responsible for determining which Tasks you choose to perform and participate in, and when, where, and how you do so. The frequency of your use of the Outlier Site, Tasks performed, and your method of completing specified client Tasks remain at all times at your discretion. You are not required to use the Outlier Site or perform Tasks at any specified time or day.
Equipment & Expenses. You are responsible for providing all necessary tools or equipment that you need to perform the Tasks. You are responsible for obtaining the data network access necessary to use the Outlier Systems. Your mobile network’s data and messaging rates and fees may apply if you access or use the Outlier Systems from your mobile device. Outlier does not guarantee that the Outlier Systems, or any portion thereof, will function on any particular hardware or devices. In addition, the Outlier Systems may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Outlier will not reimburse you for any expenses incurred in performing your selected Tasks. For off-platform Tasks, Outlier will supply you with any client-owned devices, tools, or equipment necessary to complete Tasks for third-party Outlier clients. Such tools or equipment are Outlier Materials under Section 2(b). As outlined in Section 2, ownership rights shall remain with Outlier’s clients. You agree to operate such off-platform devices in line with Outlier’s limited use license outlined in Section 2(b). You will be solely responsible for any damages incurred from the use of off-platform devices that are not in line with these Terms or instructions provided by Outlier.
User Content. Outlier may permit you from time to time to submit, upload, publish or otherwise make available to Outlier, clients, and other users, through the Outlier Systems, text, audio, and/or visual content and information, including commentary, questions, and feedback related to the Outlier Systems, Tasks, support requests, and submission of entries for competitions and promotions (collectively, “User Content”). All User Content must conform to the Outlier Community Guidelines. Outlier has no obligation, but reserves the right, to filter and block any User Content or activity in violation of these Terms, including the Outlier Community Guidelines.
Third-Party Services. Outlier Systems may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Outlier is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Outlier of such Third-Party Services.
Software. Outlier may allow you to download software and browser extensions (“Software”) which may update automatically. While you work with Outlier, and subject to these Terms, Outlier grants you a limited, non-exclusive, non-transferable, revocable license to use the Software for the purpose of performing Tasks or using the Outlier Systems. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Software, attempt to do so, or assist anyone in doing so. As some of the Software is intended to test the robustness of your computer equipment, you acknowledge that you use the Software at your own risk.
Work Product
Definitions
“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (1) rights associated with works of authorship, including exclusive exploitation rights, copyrights, attribution, paternity, integrity, modification, disclosure and withdrawal, mask work rights, and any other rights throughout the world that may be known or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”); (2) trademark and trade name rights and similar rights; (3) trade secret rights and contractual rights of nondisclosure; (4) patent and industrial property rights; (5) other proprietary rights of every kind and nature; and (6) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (1) through (5) of this sentence.
“Work Product” means all deliverables provided to Outlier or its clients in connection with your use of Outlier Systems and performance of Tasks, including but not limited to, all (1) User Content, responses to client questions, and completed Tasks; (2) any discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable, created or discovered by you in connection with your use of Outlier Systems or performance of Tasks; and (3) any new product, machine, method, procedure, process, technique, use, equipment, device, apparatus, system, design or configuration of any kind, or any improvement thereon, created or discovered by you in connection with your use of the Outlier Systems or performance of Tasks.
Ownership and Assignment of Work Product. In consideration of your performance of Tasks and Outlier compensating you for your performance of such Tasks, you irrevocably assign all right title and interest throughout the world, including Intellectual Property Rights, in and to the Work Product to Outlier.
Waiver and License of Other Rights. If any Intellectual Property Rights, including Moral Rights, in the Work Product cannot (as a matter of law) be assigned by you to Outlier as provided in Section 4(b), then: (i) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against Outlier with respect to such rights; and (ii) regardless of whether you are permitted (as a matter of law) to make such waiver, you unconditionally grant to Outlier an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (1) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered; (2) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product; and (3) to exercise any and all other present or future rights in the Work Product.
Further Assurance. At Outlier’s request from time to time, you will: (i) cooperate with and assist Outlier or its designee, both during and after the term of these Terms, in perfecting, maintaining, protecting, and enforcing Outlier’s or its designee’s Intellectual Property Rights and other rights in the Work Product in any and all countries, and (ii) promptly execute and deliver to Outlier or its designee any documents deemed necessary or appropriate by Outlier or its designee in its discretion to perfect, maintain, protect, or enforce Outlier’s rights in the Work Product or otherwise carry out the purpose of these Terms. Without limiting the generality of the foregoing, if you have made an invention in the Work Product, you will execute applications, declarations and assignments as requested by Outlier or its designee for the purpose of applying for a patent on such invention in any countries of Outlier’s choice, including assignments of any continuation, continuation-in-part, divisional, reissue, re-exam, PCT or other applications based on such applications.
Power of Attorney. You hereby irrevocably designate and appoint Outlier and its duly authorized officers and agents as your agent and attorney-in-fact to act for and on your behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Work Product.
Confidentiality
Confidentiality of Outlier Materials. You understand that Outlier Materials, User Content, and the Work Product (collectively, “Confidential Information”) include information and physical material not generally known or available outside of Outlier, and information and physical material entrusted to Outlier in confidence by third parties. You agree to (i) hold Confidential Information in the strictest confidence; (ii) not to use Confidential Information, except for the benefit of Outlier or its clients to the extent necessary to perform Tasks; and (iii) not to disclose to any person, firm, corporation or other entity, without written authorization from Outlier in each instance, any Confidential Information that you obtain, access or create via Outlier Systems or in performing Tasks. You further agree not to make copies of Confidential Information except as authorized by Outlier. Your agreement to this Section 5 is intended to be for the benefit of Outlier and any third party that has entrusted information or physical material to Outlier in confidence. These Terms are intended to supplement, and not to supersede, any rights Outlier may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Return of Confidential Information. Upon the expiration or termination of these Terms, or upon request from Outlier, you will return to Outlier all Confidential Information and related documentation, and permanently delete any retained copies or derivations (to the extent such copies or derivations exist), whether local or cloud based.
Compliance
Outlier Systems may only be used for lawful purposes and in a lawful manner consistent with these Terms, including the Outlier Community Guidelines. In connection with your use of Outlier Systems, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You represent and warrant that (a) neither you nor your financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals List and Foreign Sanctions Evaders List, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (b) you are not located in and do not perform any Tasks in in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country. You may not export, re-export, or transmit any Confidential Information to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.Warranties; Disclaimer
User Warranty. You represent and warrant that: (i) you are the sole and exclusive owner of all User Content you submit; and (ii) neither your User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Outlier’s use of the User Content as permitted in these Terms will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Outlier Warranty Disclaimer. THE OUTLIER SYSTEMS AND OUTLIER MATERIALS ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THE OUTLIER SYSTEMS AND OUTLIER MATERIALS ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTLIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE OUTLIER SYSTEMS OR OUTLIER MATERIALS, AND DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE OUTLIER SYSTEMS OR OUTLIER MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, RELIABLE, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; (C) ANY WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS, OR SUBMISSIONS INCLUDED ON THE OUTLIER SYSTEMS WILL BE AS REPRESENTED BY OUTLIER’S CLIENTS OR OTHER USERS, OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The foregoing disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
Indemnification
You will indemnify, defend and hold harmless Outlier and its affiliates (and their respective officers, directors, employees, directors, agents and representatives) from and against any and all losses, costs, expenses, damages or other liabilities (including attorneys’ fees and related legal expenses) incurred by Outlier arising directly or indirectly from or related to any cause of action, claim, suit, proceeding, investigation, demand or action brought by a third party against Outlier in connection with or resulting from: (i) your failure to comply with these Terms, (ii) your use of Outlier Systems or Confidential Information in violation of applicable law or these Terms; (ii) any grossly negligent or intentional wrongdoing by you in your use of Outlier Systems or Outlier Materials; (iii) any violation of a third party’s rights, including Intellectual Property Rights, resulting in whole or in part from your use of Outlier Systems, Outlier Materials, and any other deliverable provided by you to Outlier; and (iv) a dispute between you and any other Outlier Systems user.Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTLIER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE OUTLIER SYSTEMS, OR OUTLIER MATERIALS, EVEN IF OUTLIER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUTLIER’S AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE OUTLIER SYSTEMS, OR OUTLIER MATERIALS EXCEED THE TOTAL AMOUNT OF FEES EARNED BY YOU IN CONNECTION WITH OUTLIER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR ONE THOUSAND U.S. DOLLARS, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. OUTLIER’S CLIENTS, LICENSORS, AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND UNDER THESE TERMS.If you reside outside the U.S., these limitations may not apply to you because some jurisdictions do not allow limitations on implied warranties, liability for consequential or incidental damages, or other liability.
Applicable Law; Disputes (the “Arbitration Agreement”)
U.S. Residents/U.S Establishment or U.S. Claims.
MUTUAL ARBITRATION AGREEMENT—PLEASE READ. It’s in both of our interests to resolve disputes in the quickest and most cost-effective way. If your country of residence or establishment is the United States, you and Outlier mutually agree, subject to the exceptions in Section 10(a)(3), that any dispute arising out of or relating in any way to these Terms or Outlier, will be resolved by binding arbitration, rather than in court. Binding arbitration is a procedure where a dispute is submitted to an arbitrator who makes a binding decision on the dispute. In choosing binding arbitration, you and Outlier are opting for a private dispute resolution procedure where you agree to accept the arbitrator’s decision as final instead of going to court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.
This arbitration agreement applies to:any dispute, past, present or future, regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms.
any dispute regarding these Terms, the Outlier Systems, or Outlier Materials, your relationship with Outlier, or any relationship with any of Outlier’s agents, employees, executives, officers, investors, shareholders, affiliates, successors, assigns, subsidiaries, or parent companies (each of which may enforce this Arbitration Agreement as third-party beneficiaries), and termination of that relationship.
The Federal Arbitration Act and federal arbitration law will govern this arbitration provision. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of these Terms.
Informal Dispute Resolution. Good-faith efforts to resolve disputes informally can often result in a prompt, low-cost, and mutually beneficial outcome. You and Outlier therefore agree that, before an arbitration demand is submitted, whoever is bringing the dispute will first attempt to informally resolve the dispute in good faith over a period of 60 days. During this time, any applicable statute of limitations will be tolled. As part of these informal negotiations, you and Outlier will have at least one phone call or in-person meeting. That meeting must be for you only; we cannot combine multiple people bringing claims into a single conference. You and Outlier agree to hold a separate conference each time either party intends to commence individual arbitration. If either party is represented by counsel, that counsel may participate in the informal dispute resolution conference, but the party also must appear at and participate in the conference. The parties must have the conference before commencing individual arbitration, and the arbitration provider must dismiss any arbitration commenced by a party that has not fulfilled this requirement.
Limitations on How this Arbitration Agreement Applies.
Notwithstanding any other provision of this Arbitration Agreement: (1) You may assert claims in small claims court on an individual basis if your claims qualify; (2) either of us can apply to a court of competent jurisdiction for emergency, temporary, or preliminary injunctive relief (i) based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber-attack); or (ii) on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual; and (3) either party may bring suit in court to enjoin actual or threatened infringement or other misuse of Intellectual Property Rights.
Impact on Pending Litigation. This Arbitration Agreement does not change your standing with respect to any litigation against us brought by you or on your behalf that is pending in court or arbitration as of the date you received this Arbitration Agreement (“pending litigation”). Therefore:
If at the time you received this Agreement you were a current or former contributor authorized to use our platform and were not bound by an existing arbitration agreement with us, you are eligible to participate in any pending litigation to which you were a party or putative class, collective or representative action member regardless of whether you opt out of this Arbitration Agreement.
If, at the time you received this Agreement, you were bound by an existing arbitration agreement with us, that arbitration agreement will continue to apply to any accrued claims and pending litigation, even if you opt out of this Arbitration Agreement; however, if you opt out, the Arbitration Agreement will not apply to new claims (meaning, to any claims that accrue or litigation that is filed after the date you opt out).
If, at the time you received this Agreement, you were not previously a contributor authorized to use our platform, then this Arbitration Agreement will apply to covered claims and any pending litigation unless you opt out of this Arbitration Agreement as provided below.
Delegation Provision. Only an arbitrator can resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable. But there is an exception: Only a court of competent jurisdiction can resolve any and all disputes arising out of or relating to the Class Action Waiver, Collective Action Waiver, or California Private Attorneys General Act Individual Action Requirement—including any claim that all or part of those provisions are unenforceable, unconscionable, illegal, void, or voidable, or that a breach of any of these provisions has occurred.
Class and Collective Action Waivers. Any and all disputes between you and Outlier will be resolved only in individual arbitration. Except as provided in Section 10(a)(ix), the arbitrator may award relief only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. You and Outlier mutually agree to bring any claims individually and not on a class or collective action basis. No arbitrator or arbitration provider shall have authority to hear, arbitrate, or administer any class, collective, coordinated, or consolidated action, or to award relief to anyone but the individual in arbitration. Accordingly:
There will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action and the arbitrator will have no authority to hear or preside over any such claim (“Class Action Waiver”).
There will be no right or authority for any dispute to be brought, heard, or arbitrated as a collective or representative action and the arbitrator will have no authority to hear or preside over any such claim (“Collective Action Waiver”).
If a court decides that applicable law precludes enforcement of the Class Action Waiver or Collective Action Waiver as to a particular portion of any claim for relief or remedy (such as declaratory or injunctive relief), then (1) that portion of the claim or remedy must be severed from the arbitration and must be brought in a court of competent jurisdiction, and will be stayed in court pending completion of any individual arbitration; (2) the remaining portions of any claims and remedies (such as individual liability, damages, or restitution) will be resolved through binding arbitration; and (3) the severance of any claims or unenforceable portion(s) of the Class Action Waiver or Collective Action Waiver shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims or requested relief asserted by you or Outlier, and any portion that is enforceable shall be enforced in arbitration.
Notwithstanding any other provision of this Arbitration Agreement or the applicable arbitration provider’s rules, the Class Action Waiver and Collective Action Waiver do not prevent you or us from participating in a classwide, collective, coordinated, or consolidated settlement of claims, and cannot be construed to preclude the mass arbitration dispute process set forth above.
California Private Attorneys General Act (“PAGA”) Individual Action Requirement. You and Outlier agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim under PAGA to recover unpaid wages or other individual relief must be arbitrated under this arbitration agreement. The arbitrator has no authority to preside over any PAGA claim by one person on behalf of any other person or joined by or consolidated with another person’s PAGA claim. This PAGA Individual Action Requirement clause must be severed from this arbitration agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In that case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.
Process. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Arbitration Rules and Mass Arbitration Rules. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.
To initiate arbitration following the conclusion of the informal dispute resolution process required by Section 10(a)(2), the party bringing the claim must file the written demand for arbitration with the applicable arbitration provider and serve a copy of the demand for arbitration on the opposing party or parties as specified in the arbitration provider’s rules. By filing the arbitration demand with the applicable arbitration provider, the party bringing the claim in arbitration certifies that the demand complies with Rule 11 of the Federal Rules of Civil Procedure and any applicable state law equivalent. All claims in arbitration are subject to the same statutes of limitation that would apply in court.
To the extent you and Outlier have related arbitrable and non-arbitrable disputes, the arbitrable disputes shall proceed first in arbitration and the non-arbitrable disputes shall be stayed, and any applicable statutes of limitations tolled, pending completion of the arbitration.
If, for any reason, AAA will not administer the arbitration and you and Outlier cannot mutually agree on a neutral arbitration provider, either one of us may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in California. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration in accordance with this Arbitration Agreement and solely on an individualized basis. Once an arbitration provider is appointed under 9 U.S.C. § 5, or you and Outlier mutually agree upon a neutral arbitration provider, the ensuing arbitration shall commence according to the rules of the designated arbitration provider.
The Arbitration Hearing and Award. Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator. The arbitrator will apply applicable controlling law and issue a decision or award in writing, stating the essential findings of fact and conclusions of law.
Under no circumstances is the arbitrator bound by decisions reached in separate arbitrations. The arbitrator’s decision, including any decision by a Special Master (as applicable), shall be binding only upon the parties to the arbitration that are the subject of the decision.
The arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) that applies to the case. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law equivalent. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The arbitrator’s findings of fact and conclusions of law shall not be binding or have any preclusive effect on any other arbitration, except as specified in and limited by Section 10(a)(9).
Mass Arbitration Dispute Process. If 20 or more arbitration demands of a substantially similar nature are initiated against you or Outlier within a 180-day period by the same law firm or collection of law firms that represents the other party (“mass arbitration demands”), the following procedure shall apply. At the request of either party, an arbitrator shall be selected pursuant to the applicable arbitrator provider’s rules to act as a special master to resolve threshold disputes regarding the propriety of some or all the mass arbitration demands, including but not limited to any dispute falling within the arbitration provider’s rules providing for the resolution of threshold disputes in a mass arbitration. These threshold disputes may include, but are not limited to:
any dispute regarding filing fees owed with respect to the mass arbitration demands, including whether claimants have submitted valid fee waivers;
any dispute regarding whether the applicable arbitration provider has complied with the Arbitration Agreement with respect to processing and administering the mass arbitration demands;
any dispute regarding whether the mass arbitration demands meet the requirements set forth above;
any dispute regarding whether the demands have complied with all conditions precedent to commencing arbitration, including compliance with the informal dispute resolution process described in Section 10(a)(ii) above;
any dispute regarding whether claimants are barred from proceeding with their claims based on a prior settlement agreement or expiration of the statute of limitations;
any dispute relating to representation of the same claimant by multiple law firms;
any dispute regarding whether the mass arbitration demands were filed with the correct arbitration provider;
any dispute regarding whether claimants have ever been contributors authorized to use the Outlier platform;
any dispute regarding whether the mass arbitration demands violate Rule 11 of the Federal Rules of Civil Procedure and/or any applicable state law equivalent;
any dispute or issue regarding the equitable and efficient initial case management of the mass arbitration demands, including, but not limited to, the timing and/or sequence of payment of any remaining filing or administrative fees or costs related to the mass arbitration demands; and
any other dispute falling within the arbitration provider’s rules providing for the resolution of threshold disputes in a mass arbitration.
Except as provided below, during the 15-day period following the filing and service of any arbitration demand that qualifies as part of the same group of mass arbitration demands—or upon the request of a party to appoint a special master—the arbitration provider shall refrain from further processing of any demands that are part of the same group of mass arbitration demands, and no further payment (i.e., other than amounts required to be paid by the party initiating arbitration at the time the arbitration demand is filed) for filing fees, administrative fees or costs, or arbitrator fees shall be deemed due with respect to those demands. A party’s decision not to invoke this procedure in response to a particular arbitration demand shall not constitute a waiver of any defense to any arbitration demand. Likewise, a party’s decision not to invoke this procedure in response to a particular demand will not preclude the same party from later invoking this procedure in response to any other arbitration demand, including one that qualifies as part of the same group of mass arbitration demands as an earlier-filed demand. But Outlier agrees to pay the applicable arbitration provider’s and special master’s fees and costs related to the proceedings before the special master.
A special master appointed pursuant to this procedure may award any party any appropriate remedy to which that party is entitled under applicable law with respect to the issues presented to and decided by the special master, but shall have no authority to consolidate cases or decide issues outside of those specified above. After proceedings before the special master have concluded, to the extent any of the mass arbitration demands are permitted to proceed, all such demands shall proceed on an individual basis only, and the arbitration provider must administer them individually in accordance with the provider’s rules (including any rules relating to mass arbitrations) and this Arbitration Agreement. However, you and Outlier mutually agree that, to make arbitration more cost-effective and efficient, the applicable arbitration provider may assign up to 50 claims within a mass arbitration to the same arbitrator. Multiple claims assigned to the same arbitrator shall each be resolved on an individual basis by the arbitrator, and the arbitrator’s decision in each proceeding shall be binding only upon the parties to each individual arbitration.
Jury Trial Waiver. The parties waive the right to a trial by jury as to all arbitrable disputes.
Arbitration Fees and Costs.
Except in the case of offers of judgment (such as under Federal Rule of Civil Procedure 68 or any applicable state law equivalents, which apply to arbitrations under this Arbitration Agreement as set forth in Section 10(c)(4) below), each party will pay the fees for its, his, or her own attorneys and any costs that are common to both court and arbitration proceedings (such as court reporter costs and transcript fees), subject to any remedies to which that party may later be entitled under applicable law.
Each party shall follow the applicable arbitration provider’s rules about initial arbitration filing fees, except that your portion of any initial arbitration filing fee shall not exceed the amount you would be required to pay to initiate a lawsuit in federal court in the jurisdiction where the arbitration will be conducted. To the extent a fee waiver is sought, it must include all information and be submitted in the appropriate form required by applicable law. Except as specified in the mass arbitration dispute procedure set forth in Section 10(a)(ix), after (and only after) you have paid your portion of any initial arbitration filing fee, we will make up the difference, if any, between the fee you have paid and the amount required by the applicable arbitration provider’s rules.
In all cases where required by applicable law not preempted by the FAA, we will pay the arbitrator’s fees, as well as all fees and costs uniquely associated with arbitration (such as room rental). Otherwise, such fee(s) will be apportioned between the parties in accordance with said applicable law and this Arbitration Agreement, and any disputes in that regard will be resolved by the arbitrator (which includes the special master, as applicable). You agree to not oppose any negotiations between the applicable arbitration provider and Outlier relating only to our fees.
At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by the respondent is not accepted by the claimant, and the claimant fails to obtain a more favorable award, the claimant shall not recover its post-offer costs and shall pay the respondent’s costs from the time of the offer.
Rest of the World. To the extent permitted by applicable law, any judicial proceedings relating to Outlier Systems or Outlier Materials (other than small claims actions) that are excluded from arbitration under Sections 10(a) through 10(c) will be governed by the laws of the State of California without regard to its conflict of law provisions and subject to the exclusive venue and jurisdiction of the state or federal courts located in San Francisco County, California. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of these Terms.
Your Right to Opt Out of This Arbitration Agreement. Agreeing to this Arbitration Agreement is not a mandatory condition of your contractual relationship with Outlier. If you do not want to be subject to this Arbitration Agreement, you may opt out. To do so, within 30 days of the date that you electronically accept the Terms of Use, you must personally send an email from the email address associated with your Outlier account to legal@outlier.com, stating your intent to opt out of this Arbitration Agreement and your full name and the city in which you reside.
Changes. Notwithstanding the provision of Section 13 (Modifications to these Terms), if Outlier changes this Section 10 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change to this Section 10 by sending Outlier written notice by email to legal@outlier.com within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Outlier’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any dispute between you and Outlier (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any dispute between you and Outlier.
Severability. Except as provided in Section 10(a)(5) (Class and Collective Action Waivers), and 10(a)(6) (PAGA Individual Action Requirement), in the event that any portion of this Section 10 is deemed illegal or unenforceable, such provision will be severed and the remainder of Section 10 will be given full force and effect.
Survival. This Section 10 will survive any expiration or termination of these Terms or your relationship with Outlier, and will continue to apply even if you stop using Outlier Systems or deactivate your account.
Text Messaging and Telephone Calls
You agree that Outlier may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an Outlier account, including for marketing purposes. You also understand that you may opt out of receiving text messages from Outlier at any time, either by texting the word “STOP” or other instruction to the Outlier text you receive using the mobile device that is receiving the messages, or by contacting privacy@outlier.com.Termination; Access Restriction
These Terms are effective until terminated pursuant to this Section 12. You may deactivate your account and terminate these Terms at any time. Outlier may terminate these Terms, deactivate or suspend your account and access to the Outlier Systems, or remove any Task listings at any time, immediately without prior notice for any reason. Upon any account termination or suspension, or the termination of these Terms, your right to use the Outlier Systems will cease, and you will not be able to retrieve any information related to your account. Outlier will issue a final payment for Tasks already completed. Sections 2(c), 3(c), 3(d)(4), and 4-14 will survive any expiration or termination of these Terms.Modifications to the Terms
Outlier may modify these Terms periodically. If we make a change to the Terms, we will make the most current version available at the Terms of Use link. If we make a material change to the Terms, we will notify you prior to the update’s effective date. If you disagree with the revised Terms, you may terminate these Terms with immediate effect by deactivating your account. Continued use of the Outlier Systems will constitute your acceptance of the modified terms.General Provisions
Entire Agreement. These Terms are the entire agreement between you and Outlier regarding the subject matter of these Terms, except where Outlier expressly states that separate terms (and not these) apply. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Outlier, whether written or verbal, regarding the subject matter of these Terms. Outlier will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of these Terms, including when submitted by you in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.
Assignment. You may not assign or transfer any rights, obligations or privileges that you have under these Terms without Outlier’s prior written consent. Outlier may assign these Terms, in whole or in part, at any time without notice. Subject to the foregoing, these Terms will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this Section will be deemed null and void. Your right to terminate these Terms at any time remains unaffected.
Severability; Interpreting the Terms. Except as expressly stated in Section 10, if any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. The word “including” will be interpreted without limitation when used in these Terms.
No Waiver. The failure by Outlier to enforce any provision of these Terms will not constitute a present or future waiver of that provision nor limit Outlier’s right to enforce that provision at a later time. All waivers by Outlier must be in writing and signed by Outlier to be effective. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
Notices. All notices relating to these Terms will be sent by e-mail or will be posted on the Outlier Site. You consent to Outlier sending you emails relating to the Outlier Systems from time to time. Outlier will send notices to you at the e-mail address maintained in Outlier’s records for you. You must send notices to Outlier at legal@outlier.com. E-mail notices or notices posted on the Outlier Site are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received when sent.
Contacting Outlier. If you have any questions or concerns about Outlier Systems or these Terms, you may contact Outlier at: support@outlier.com.