Terms of Service

TERMS OF SERVICE

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Our Customer Terms of Service is a contract that governs our customers’ use of the Outkeep services. It consists of the following documents:

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

We update these terms from time to time. If you have an active Outkeep subscription, we will let you know when we update the terms via email (if you subscribe to receive email updates).

GENERAL TERMS

1. DEFINITIONS

“Add-Ons” means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase and are listed in the ‘Add-Ons & Limit Increases’ and the ‘Technical Limits and Definitions’ sections of our Products and Services Catalog.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated. Throughout this Agreement, we link to knowledge base articles to help facilitate your use of our products and services and manage your Outkeep account; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.

“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

“Beta Service” means a program, service, or a feature of a service, that is designated, labeled, described, or presented to you or the user as beta, alpha, experimental, pilot, limited release, in development, developer preview, non-production, or evaluation, such that it is provided prior to general commercial release.

“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Current Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Current Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all confidential information disclosed by a party and its Affiliates (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

“Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Outkeep Content.

“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

“Contact” means a single individual (other than a User) whose information is stored by you in the Subscription Service.

“Data Broker Laws” means all applicable United States state laws regulating data brokers, including but not limited to California Civil Code Section 1798.99.80 et seq., Texas Business and Commerce Code Chapter 509, Oregon Revised Statutes Chapter 646A, and Vermont Statutes Title 9, Chapter 62A, as may be amended, superseded, or replaced.

“DPA” means the Outkeep Data Processing Agreement.

“Email Send Limit” means the number of emails that you may send in any given calendar month.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

“Jurisdiction-Specific Terms” means the additional terms that apply to your subscription, depending on your location. These terms form part of the Agreement and are available in the Jurisdiction Specific Terms Appendix included in this Agreement.

“Order” or “Order Form” means the Outkeep-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.

“Outkeep Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

“Overages” are additional fees incurred when you both (i) exceed your Outkeep Credits limit, and (ii) configure your account to incur Overages instead of automatically upgrading.

“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under Data Protection Laws, as defined in the DPA.

“Privacy Policy” means the Outkeep Privacy Policy, as updated by us from time to time.

“Product and Services Catalog” means Outkeep’s Product and Services Catalog, which is incorporated into this Agreement and as updated by us from time-to-time.

“Product Specific Terms” means the additional product-related terms that apply to your use of the Outkeep Subscription Services, our Consulting Services and Third-Party Products. These terms form part of the Agreement.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://Outkeep.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. Outkeep Payments may be excluded from Subscription Services and governed separately.

“Subscription Term” means, collectively, the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s) (the “Initial Term”); and each subsequent renewal period, if any (each a “Renewal Term”). Your “Current Term” is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Outkeep apps available from, for example, our directories and links as each may be made available through the Subscription Service and non-Outkeep services listed on services.Outkeep.com.

“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.

“Transfer Impact Assessment” or “TIA” means an assessment conducted to evaluate whether adequate protection can be ensured for Personal Data transferred to countries without adequate data protection laws, including evaluation of legal frameworks, government access risks, and necessary supplementary measures.

“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“Outkeep,” “we,” “us,” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

“You,” “your,” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. USE OF SERVICES

2.1 Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Free Services at any time by activating them in your Outkeep account. We might provide some or all elements of the Subscription Service through third party service providers.

2.1.1 User Access. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement. You must be 18 years of age or older to use the Subscription Service.

2.1.2 Unauthorized Access. You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions available on our website.

2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Outkeep account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Outkeep account.

2.3 Availability and Uptime. For details of Outkeep’s Service Uptime Commitment, please see our website for the latest technical product terms.

2.4 Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions; these limits may also be designated only from within the product itself (collectively “Limits”).

2.5 Downgrades. You are not permitted to downgrade your Subscription Service during your Current Term. You may downgrade your Subscription Services at your next renewal date upon completion of a new Order Form.

2.6 Modifications. We may modify the Subscription Service during the Subscription Term, including by adding or removing features, functions, Limits, or Add-Ons that apply to your subscription. Any modifications we make will not materially degrade the overall functionality of the Subscription Service during the Current Term to which you subscribe except as follows: (i) modifications to Free Services; (ii) modifications resulting from changes outside of our control, such as a change to applicable law or Third-Party Products; or (iii) modifications to any Beta Services. If the modification materially degrades the overall functionality of the Subscription Service and Outkeep is unable to provide you with substantially similar functionality, your sole and exclusive remedy is termination of your Subscription Services and a pro-rated refund of unused fees.

2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to our website.

2.8 Acceptable Use. You will comply with our Acceptable Use Policy (“AUP”).

2.9 Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

2.9.1 Use Restrictions. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

2.9.2 Additional Restrictions. You may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children’s Online Privacy Protection Rule (COPPA), HIPAA, GLBA, FISMA, etc.).

2.9.3 Data Broker Compliance. You acknowledge that Outkeep is registered as a data broker in California, Texas, Oregon, and Vermont under applicable Data Broker Laws. When using our enrichment products or commercial dataset, you agree to:

(i) Provide clear notice in your privacy policy that data may be obtained from data broker sources, including specific reference to Outkeep as a data broker;

(ii) Include opt-out instructions directing individuals to email privacy@Outkeep.com with “Data Broker Opt-Out” in the subject line;

(iii) Honor opt-out requests within 15 business days and maintain records of compliance efforts;

(iv) Comply with all applicable Data Broker Laws including registration, disclosure, and consumer rights requirements;

(v) Indemnify Outkeep against any claims arising from your failure to comply with Data Broker Laws in connection with your use of our commercial dataset.

2.10 Sensitive Data. The Outkeep Sensitive Data Terms are incorporated into this Agreement if you enable the Sensitive Data functionality in your Outkeep Account. To the extent specifically permitted under the Outkeep Sensitive Data Terms and subject to those additional terms, you may use the Subscription Services to collect, store, manage, or otherwise process information considered sensitive information under various regulations.

2.11 Customer Responsibilities. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include planning of marketing programs; setting of a content creation calendar; creating blog posts, social media content, CTAs, downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top-level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.12 Free Trial. Should we choose to offer, and you subsequently register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial.

2.13 Legacy Products. If you have a legacy Subscription Service, some features and Limits may differ. We may move you to current products at any time. If you wish to upgrade to a current version, you must execute a new Order.

3. FEES

3.1 Subscription Fees. The Subscription Fee will not increase during the Current Term unless (i) you exceed Limits and incur Overages; (ii) you upgrade products or base packages; (iii) you purchase Add-Ons or additional products; or (v) otherwise agreed in your Order Form.

3.2 Fee Adjustments at Renewal. Upon renewal, we may adjust your fees with sixty (60) days’ notice. If you do not agree, you may decline to renew by providing written notice before the term ends.

3.3 Overages. If you exceed your Limits, we may upgrade your subscription or charge Overages at current rates. Overages will be invoiced monthly in arrears.

3.4 Taxes. You are responsible for all Taxes (except our income taxes). If we must collect Taxes, they will be invoiced to you unless you provide a valid tax exemption certificate.

3.5 Billing and Payment. You will provide a valid Authorized Payment Method and authorize us to charge it for all fees. All payments are in USD and non-refundable except as expressly stated.

3.6 Invoicing. We invoice in advance per Order Form; payment is due within thirty (30) days unless otherwise stated.

3.7 Overdue Charges. If payment is late, charges may accrue interest at 1.5 % per month (or the maximum rate permitted by law). We may suspend your access if over 30 days past due.

3.8 Disputes. Billing disputes must be submitted within sixty (60) days of the first billing statement where the issue appeared.

3.9 Free Services. Free Services are subject to additional limitations outlined in your Order or communicated by us.

4. PROPRIETARY RIGHTS

4.1 Subscription Service. We own all rights, title and interest in and to the Subscription Service and Outkeep Content. You agree not to remove or obscure any copyright or trademark notices.

4.2 Customer Data. You retain all rights to Customer Data. You grant us a non-exclusive, worldwide, royalty-free right to use Customer Data to provide the Subscription Service and as otherwise permitted by this Agreement.

4.3 Customer Materials. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use and display such Customer Materials in connection with the Subscription Service and our business.

4.4 Feedback. You assign to us all rights in any Feedback you provide. We may use it freely without restriction or obligation to you.

4.5 Restrictions. You will not sublicense, resell, or make the Service available to third parties; use it to send spam or store unlawful material; transmit Malicious Code; interfere with performance; or copy any part of the Service.

4.5.1 AI Processing Restrictions. When using Outkeep’s AI features, you agree that:

(i) You are responsible for legal basis for AI processing;

(ii) You will provide notice to Data Subjects about AI processing;

(iii) You will review AI-generated content for accuracy;

(iv) You will not use AI features to generate misleading or unlawful content;

(v) You will ensure AI-generated content does not infringe third-party rights;

(vi) You will honor opt-out requests for AI processing.

5. CONFIDENTIALITY

5.1 Confidentiality. Each party (“Receiving Party”) understands that the other (“Disclosing Party”) has disclosed Confidential Information. The Receiving Party will protect such information and not use or disclose it except as authorized. Exceptions apply for information publicly known, previously known without restriction, rightfully received from third parties, independently developed, or required by law.

5.2 Compelled Disclosure. If required by law, the Receiving Party will notify the Disclosing Party (if legally permitted) and assist in contesting disclosure at the Disclosing Party’s expense.

5.3 Transfer Impact Assessment Confidentiality. Information shared for TIAs, including legal analysis, supplementary measures, assessment documentation, and monitoring reports, will be treated as Confidential Information.

6. WARRANTIES AND DISCLAIMERS

6.1 Mutual Warranties. Each party represents it has the legal power to enter this Agreement and will comply with applicable laws.

6.2 Customer Warranties. You represent that: (i) you have authority to enter into this Agreement; (ii) you are responsible for User conduct; (iii) you will use the Service in compliance with this Agreement; and (iv) your registration data is accurate.

6.3 Disclaimers. THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

7. INDEMNIFICATION

7.1 Outkeep Indemnification. We will defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Subscription Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and will indemnify you for any damages finally awarded against you as a result of, and for your reasonable attorney’s fees incurred in connection with, any such Claim; provided that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided we may not settle any Claim unless it unconditionally releases you of all liability); and (c) provide us all reasonable assistance, at our expense. These obligations do not apply if the Claim arises from (i) Customer Data or Customer Materials; (ii) modification of the Subscription Service by anyone other than us; (iii) your use of the Subscription Service in a manner not authorized by this Agreement; (iv) your use of the Subscription Service with data, software, or technology not provided by us; or (v) your use of a superseded or deprecated version.

7.2 Customer Indemnification. You will defend us against any Claim arising from or relating to (i) Customer Data, Customer Materials, or their combination with the Service; (ii) modification of the Service by anyone other than us; (iii) your use of the Service in violation of this Agreement, the AUP, or law; or (iv) your use of the Service with other data or technology not provided by us, and will indemnify us for damages finally awarded and reasonable attorney’s fees, provided we (a) promptly notify you; (b) give you sole control of the defense and settlement; and (c) provide reasonable assistance at your expense.

7.2.1 Data Broker Indemnification. You will defend and indemnify us against any Claims arising from (i) your failure to comply with Data Broker Laws when using our commercial dataset or enrichment products; (ii) your failure to provide required data-broker notices or opt-out mechanisms; (iii) misuse of commercial-dataset information; (iv) claims by individuals regarding unauthorized use of their information; and (v) regulatory actions related to your data-broker compliance failures.

7.2.2 AI Processing Indemnification. You will defend and indemnify us against any Claims arising from (i) your use of AI-generated content that violates laws or third-party rights; (ii) your failure to provide required notices about AI processing; (iii) automated decisions made using Outkeep AI features that harm individuals; (iv) your failure to establish legal basis for AI processing; or (v) discrimination or bias resulting from your AI use.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR LOST PROFITS, REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions. These limitations apply under all legal theories to the extent permitted by law, but do not exclude liability for fraud, gross negligence, or death/personal injury caused by negligence.

9. TERM AND TERMINATION

9.1 Term of Agreement. This Agreement commences when you accept it and remains in effect until terminated.

9.2 Term of Subscriptions. Each subscription term is in your Order Form. Unless otherwise specified, subscriptions auto-renew for an equal or shorter term unless either party gives thirty (30) days’ written non-renewal notice.

9.3 Termination for Cause. Either party may terminate for cause after 30 days’ notice of material breach if uncured, or immediately upon insolvency events.

9.4 Refunds. We will refund prepaid fees for the unused remainder after termination unless your breach caused termination.

9.5 Surviving Provisions. Sections on Customer Data, Fees, Proprietary Rights, Confidentiality, Disclaimers, Limitation of Liability, Term and Termination, and General Provisions survive termination.

9.6 Customer Data. After termination, you have 90 days to download your Customer Data; afterward, we may delete it unless prohibited by law.

10. GENERAL PROVISIONS

10.1 Contracting Entity and Applicable Law. This Agreement is with Outkeep LLC, North Carolina, and governed by North Carolina law without regard to conflicts rules.

10.2 Disputes. Disputes will be resolved by binding arbitration under AAA rules in Charlotte, NC (English). Either party may seek equitable relief for IP matters.

10.3 Export Compliance. You will not access or use the Service from a U.S.-embargoed country and will comply with export laws.

10.4 Force Majeure. Neither party is liable for failure caused by events beyond its reasonable control (e.g., natural disasters, war, terrorism).

10.5 Relationship of the Parties. The parties are independent contractors; no agency or partnership is created.

10.6 Third-Party Beneficiaries. None.

10.7 Waiver. No delay or failure to exercise rights constitutes a waiver.

10.8 Severability. If any provision is invalid, it will be modified to achieve intent; the rest remain in effect.

10.9 Assignment. Neither party may assign without consent (except to an Affiliate or in merger/acquisition). This Agreement binds successors and assigns.

10.10 Notices. Notices must be in writing by email – from us to your registered address or from you to legal@Outkeep.com. Notice is deemed received on delivery.

10.11 Entire Agreement. This Agreement (including linked materials) constitutes the entire agreement and supersedes prior communications. In case of conflict, these terms control.

10.12 Modifications. We may modify this Agreement and linked documents with advance notice. Continued use after effective date means acceptance.

10.13 Data Broker and AI Processing Compliance. This Agreement incorporates by reference: (i) Data Broker Laws and opt-out mechanisms; (ii) AI processing transparency and individual rights; (iii) Transfer Impact Assessment procedures for international data transfers; and (iv) enhanced security measures for commercial-dataset and AI processing. Failure to comply may result in suspension or termination and regulatory liability.

PRODUCT SPECIFIC TERMS

AI Features and Functionality

Legal Basis and Transparency: Outkeep processes Customer Data for AI training and improvement based on legitimate business interest balanced against privacy rights. Transparency measures include:

(i) Purpose Specification – AI processing is used solely to improve Outkeep products and services;

(ii) Safeguards – AI training data is protected like Customer Data;

(iii) Human Oversight – AI insights include human review;

(iv) No Automated Decision-Making – no solely automated decisions with significant effects;

(v) Opt-Out Rights – individuals may email privacy@Outkeep.com with “AI Processing Opt-Out” in the subject line.

Customer Obligations for AI Use:

Enrichment Products

Data Broker Compliance: When using Outkeep enrichment products or commercial datasets, you must:

(i) Provide clear disclosure in privacy policies that data may be obtained from data-broker sources;

(ii) Include opt-out instructions directing individuals to email privacy@Outkeep.com with “Data Broker Opt-Out” in the subject line;

(iii) Maintain records of data-broker compliance and honor opt-outs within 15 business days;

(iv) Ensure use complies with state data-broker registration and disclosure requirements.

International Data Transfers

Transfer Impact Assessment Requirements: For customers engaging in international data transfers through Outkeep Services:

(i) Customers must conduct TIAs where required by law;

(ii) Outkeep will provide TIA documentation and supplementary-measure information upon reasonable request;

(iii) Outkeep implements enhanced encryption, contractual restrictions, and monitoring for transfers;

(iv) Customers must ensure legal basis and provide required notices to Data Subjects;

(v) Both parties will monitor legal developments and adjust safeguards as necessary.

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