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Outlier Terms of Service

Last modified:  July 17, 2018

These Terms of Service (the “Agreement” or the “Terms”) are a contract between Outlier AI, Inc. (“Outlier” or “us”) and “You” or “you” as defined below and govern the use and access to any services, products, content or software made available by Outlier AI, Inc., including but not limited to Outlier’s website (the “Site”) currently located at outlier.ai (collectively, the “Outlier Platform” or “Service”).

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we make a material change to the Terms, we will provide you with reasonable notice prior to the changes by emailing the email address associated with your account, by posting a notice on the Site, or by other reasonable means.  The revised Terms will become effective on the date set forth in our notice, and if you use the Outlier Platform after that date, your use will constitute acceptance of the revised Terms.  If any change to the Terms is not acceptable to you, your only remedy is to cancel your account and stop using the Outlier Platform.

You acknowledge that you have read, understood, and agree to be bound by these Terms.  If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with these Terms, you may not use the Outlier Platform.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Outlier Platform from time to time, including, without limitation, the Privacy Policy (“Privacy Policy”). All such terms are hereby incorporated by reference into these Terms.

These Terms constitute the entire and only agreement between you and Outlier, and supersede all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter of these Terms.

1. OUTLIER PLATFORM

The Outlier Platform also includes Apps and Content.  “Content” means all data, text, images, sounds, videos, and other content made available or developed via your use of the Outlier Platform.  “Apps” means any downloadable software applications, including but not limited to mobile applications, made available by Outlier.  Any new features added to the Outlier Platform are also subject to this Agreement.

2. ACCESS AND USE OF THE OUTLIER PLATFORM

2.1           In order to use the Outlier Platform (other than to view the Site) You are required to establish an account with Outlier (“Account”).  You are responsible for maintaining the confidentiality of Your login credentials, including but not limited to your password, and to other portions of your Account.  You are fully responsible for any and all activities that occur under Your Account

2.2           Subject to this Agreement, Outlier hereby grants You a non-exclusive, non-transferable, limited, revocable license to access and use the Outlier Platform only for Your internal business operations and only during the period of time for which You have paid Outlier or for which Outlier has provided you a free trial license (“License Period”).  In addition, your use of the Apps is limited to use solely in conjunction with Your authorized use of the rest of the Outlier Platform.  Subject only to your limited rights to access and use the Service as expressly stated herein, all rights, title and interest in and to the Outlier Platform and its components, including all related intellectual property rights, remain with Outlier.

2.3           You agree not to do or attempt to do any of the following:  (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Outlier Platform available to any third party, other than as expressly permitted by these Terms; (b) use the Outlier Platform to process data on behalf of any third party, (c) modify, adapt or “hack” the Outlier Platform to attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Outlier Platform in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Outlier Platform in any manner that interferes with or disrupts the integrity or performance of the Outlier Platform; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Outlier Platform; (g) use the Outlier Platform post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software or (h) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Outlier.

2.4           You are responsible for all data, text, messages or other materials that You or a third party on your behalf submits to the Outlier Platform in connection with your use of the Service (“Your Content”).  You are solely responsible for ensuring that the use of Your Content in connection with the Service is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with your customers/end users.  You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes.  You hereby grant to Outlier a non-exclusive license to use, modify and create derivative works based on Your Content as necessary to make the Outlier Platform available and to modify, improve and analyze the use of the Outlier Platform.  All rights, title and interest in and to any such derivative works, for example, benchmarks incorporating data from Your Content in aggregate and anonymized form, shall be owned by Outlier.  Notwithstanding the foregoing, we will not use your end user’s personally identifiable information to modify, improve and analyze the use of the Outlier Platform.

3. FEES AND PAYMENT TERMS

3.1           You agree that Outlier may bill You for all applicable fees You may incur with Outlier in connection with your access to and use of the Outlier Platform (“Fees”).  Fees will be as specified on the Site or as otherwise provided to you in writing by Outlier.  Fees do not include taxes, if applicable, and You will be responsible for paying any taxes imposed on You.

3.2           Fees will be invoiced to You and payable net 30 days from the invoice date or will be billed to the credit card account You provide in accordance with the billing terms in effect at the time the Fees are due and payable.  If payment is not received or cannot be charged to your credit card account for any reason, Outlier reserves the right to either suspend or terminate your access to the Outlier Platform and terminate this Agreement.  Please note that during any such suspension, Outlier may continue to access Your Content.

3.3.         Unless expressly agreed otherwise between You and Outlier in a signed writing, Your use of and access to the Outlier Platform will be on a monthly basis (each a “Monthly Subscription Period” during the License Period).  You acknowledge and agree that Outlier may automatically charge your credit card on record upon the commencement of each Monthly Subscription Period, however, even if Outlier does not charge your credit card, You shall remain responsible for all Fees for each Monthly Subscription Period.

3.4           Each Monthly Subscription Period will automatically renew for additional monthly periods at Outlier’s then-current rates, unless You or Outlier gives the other party written notice of non-renewal at least thirty (30) days before the end of the relevant Monthly Subscription Period.

3.5           All purchases are non-cancellable and all Fees are non-refundable except as expressly set forth herein.

4. CONFIDENTIALITY

Subject to the express permissions of these Terms, each party agrees not to disclose the other party’s Confidential Information without the other partyʼs prior written consent. “Confidential Information” includes without limitation: (a) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Outlier Platform, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Outlier Platform; (c) any other information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that either party may use the other party’s name and logo on such party’s website and in publicity that announces the parties are working together.

5. FEEDBACK

You hereby grant to Outlier, a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Outlier Platform or otherwise use for any purpose any suggestions, enhancement requests, recommendations or other feedback Outlier receives from You (collectively, “Feedback”).

6. OUTLIER TRADEMARKS

Outlier and any of Outlier’s product or service names and logos used or displayed on the Outlier Platform (collectively, the “Marks”) are trademarks or service marks of Outlier.  You may only use the Marks with the express, prior written permission of Outlier and in accordance with any trademark usage guidelines provided by Outlier to You from time to time.  You shall not do or attempt to do any of the following:  (a) claim any rights in the Marks, (b) dilute or otherwise degrade the Marks, or use the Marks to disparage or misrepresent Outlier, its services or products.  Any goodwill arising out of Your usage of the Marks shall inure to the benefit of Outlier.

7. THIRD PARTY SERVICES

The Outlier Platform may reference, contain links to, or otherwise allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third Party Services”).  Please note that Your access and use of any Third Party Service is governed solely by the terms and conditions of such Third Party Service.  Outlier does not endorse, is not responsible for, and makes no representations as to any Third Party Service, including but not limited to the content of such Third Party Service or the manner in which the Third Party Service collects, uses or discloses Your data.  You agree that Outlier is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any Third Party Services, or Your reliance on the privacy practices or other policies of any Third Party Service.

8. NO WARRANTIES AND DISCLAIMER

Solely during the License Period, Outlier represents and warrants to You only that the Outlier Platform when used for its intended purpose and in accordance with this Agreement and any published documentation, will materially conform to Outlier’s published specifications for a period of thirty (30) calendar days from the date You are first permitted to access and use the Outlier Platform. Your sole and exclusive remedy, and Outlier’s sole and exclusive liability for any breach of this warranty will be, for You to terminate these Terms and Your Subscription Period on thirty (30) days written notice to Outlier if such breach is not cured at the end of such thirty (30) day period.

The foregoing warranty shall not apply with respect to any free trial or other unpaid use of the Outlier Platform or any portion thereof.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE OUTLIER PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW.  OUTLIER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT OUTLIER DOES NOT WARRANT THAT THE OUTLIER PLATFORM OR ANY PORTION THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM OUTLIER OR THROUGH THE OUTLIER PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE ONLINE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY USE OF THE SERVICE, SHALL IN NO EVENT EXCEED THE FEES FOR SUCH SERVICE PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.

10. INDEMNIFICATION

You agree to defend, hold harmless and indemnify Outlier and its affiliated companies, and each of their officers, directors, employees, agents, licensees from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from your breach of this Agreement.

11. COMPLIANCE WITH LAWS

You agree to comply with all applicable laws and regulations, including but not limited to privacy and export control laws and regulations, in connection with Your access and use of the Outlier Platform.

12. TERM AND TERMINATION

These Terms will continue in full effect unless and until your Account or these Terms are terminated as described herein.  Outlier may delete your Account or this Agreement at any time for any reason, or for no reason, with or without notice.  You have the right to delete your Account at any time upon thirty (30) days written notice to us.  You will not receive any refund of prepaid Fees.  Upon any termination of this Agreement You will cease using the Outlier Platform.  We will have no obligation to maintain or provide Your Content and reserve the right to delete or destroy Your Content.  The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder; such provisions include Sections 2.3, 4, 5, 6,  9-13 and 15.

Outlier reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.  You agree that Outlier will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. NOTICES

You consent to receiving electronic communications from Outlier, which may include notices about applicable fees and charges, transactional information and other information concerning or related to the Outlier Platform.  You agree that any notices or other communications that we send to You electronically satisfy any legal communication requirements, including that such communications be in writing.

14. GENERAL PROVISIONS

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.  Any claims, legal proceeding or litigation arising in connection with the Agreement will be brought solely in San Francisco County, California, and You consent to the jurisdiction of such courts.  The word “including” shall also mean “including but not limited to.”  Neither partyʼs waiver of any default is a waiver of any subsequent default.  Unenforceable provisions will be modified to reflect the partiesʼ intention, and remaining provisions of the Agreement will remain in full effect.  You may not assign any of Your rights hereunder and any such attempt is void.  Outlier and You are independent contractors and not legal partners or agents.