Last Updated: February 04, 2025
A. ACCEPTANCE OF THE TERMS OF SERVICE
1. These Terms of Service (the “Terms of Service”) are entered into by and between each entity, government agency, or person requesting access to the Outway Inc. (“Outway,” “we,” “our” or “us”) website and mobile applications to access the paid services provided by Outway (each such user, “you” or “your”) as agreed by you and us or as specified in Exhibit A of these Terms of Service. The following terms and conditions, together with our Privacy Policy and Terms of Use and any other documents incorporated by reference (all collectively, our “Terms of Service”), govern our services provided to you in the manner, for the number of users, and at the level you have selected (the “Services(s)”) to access via Outway.io, any Outway mobile application or related administrative management or application program interfaces, (collectively, our “Platform”).
2. Please read these entire Terms of Service carefully before you start to use our Services. Please also read carefully our Privacy Policy and our Terms of Use. BY USING OUR PLATFORM OR SERVICE AND BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF SERVICE, IF THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE SERVICE AND PAYMENT TERMS, READ AND UNDERSTAND THE TERMS OF SERVICE, AND THAT YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE AND ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OUR PAID SERVICES, AND YOU MUST NOT USE OUR SERVICES.
B. CHANGES TO THE TERMS OF SERVICE
1. We may revise and update these Terms of Service or any documents incorporated by reference from time to time in our sole discretion, and when we do so, we will post the updated Terms of Service to our Platform. All changes are effective immediately when we post them to our Platform and will apply to all access to and use of our Services thereafter; if the revised Terms of Service or any documents incorporated by reference are not acceptable to you, your only recourse is to stop using our Services.
2. Your continued use of our Services following the posting of updated Terms of Service means that you accept and agree to all such changes. You are expected to check our Platform and these Terms of Service periodically so you are aware of any changes, as they are binding on you.
C. TERMS OF SERVICE
1. Authority to Enter into Contracts. By using our Services, you represent and warrant that you are of legal age to form a binding contract with Outway. If you accept or agree to these Terms of Service on behalf of another individual, or a company, government agency, or other legal entity, you also represent and warrant that you have the legal authority to do so, and in such event, the uses of “you” or “your” in these Terms of Service will refer and apply to such third party. If you do not meet all of these requirements, you must not access or use our Services.
2. Services. We will provide to you the Services you request on Exhibit A or as otherwise mutually agreed by you and us in a separate agreement, in the manner described in our Terms of Use, or otherwise as agreed in writing by you and Outway.
3. Outway Obligations. We will include functionality on our Platform that we determine to be sufficient, in our sole discretion, to be capable of supporting our Services.
4. Your Obligations. You agree as follows:
(a) You acknowledge and agree that part of Outway’s value proposition and benefit to you is our innovative Platform and technology, our ability to aggregate large amounts of information from multiple sources and locations, and our ability to assist you to input and track information, educate, create reports, and generate alerts. You expressly consent to us using data and information you provide to us while using our Services, pursuant to the Outway, or that we obtain from the Platform (collectively “Data”) to provide our Services to you and to provide services to third parties, create, improve and market our Platform and services and to include your Data in our database(s) and analytical processes. Outway will own all Data, databases and analytical tools, all products, solutions and services that we create using your Data, and all of the Intellectual Property Rights (as defined below) embodied in and related to our databases, analytical tools, and the services and functionality that we create.
(b) You agree to respond promptly to any reasonable requests from us or any of our authorized representatives) for instructions, information or approvals required by us as part of the Outwayor to provide our Services.
(c) You agree to cooperate with us in our provision of our Services.
(d) You agree to comply with (i) our Privacy Policy; (ii) these Terms of Service; and (iii) our Terms of Use.
5. Fees.
In consideration for Outway providing our Services to you, you agree to pay us the fees (including any future fees that we may establish from time to time), at the level and on the payment schedule for the Services you select in Exhibit A or in a separate agreement (such fees for the Services agreed, with any future changes, the “Fees”). You agree to pay all Fees, including recurring Fees via ACH transaction or payment card submitted through our payment processor. You hereby authorize Outway and/or its payment processor to initiate a recurring payment or charge for all Fees until such time as Services are terminated and initiate payments for any additional Fees that you may incur. You further represent and warrant that (i) the bank account or payment card information you supply is true, correct and complete, (ii) you are duly authorized to use such bank account or payment method to pay the Fees, including recurring Fees, (iii) payments made and charges incurred by you will be honored, and (iv) you will pay all Fees applicable at the time the payment is due. If we attempt to initiate a payment for Fees from your bank account or payment card information and the transaction is not honored, you must immediately provide us with valid payment information or we will terminate the Services to you.
6. Limited Warranty and Limitation of Liability.
(a) OUTWAY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION OR DATA ON THE PLATFORM. OUTWAY MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN OUR TERMS OF USE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
7. Term, Termination, and Survival.
(a) Our Services will commence when agreed by the parties and will continue thereafter until terminated by either party pursuant to this Section.
(b) You may terminate our Services completely at the end of your current subscription cycle by sending us sixty (60) days’ prior written notice that you are terminating your Outway account. If your subscription includes multiple team member users, individual users may be added or deleted upon providing us notice and paying the applicable user Fees. The Fee for the terminated Services will cease at the end of the subscription cycle for such terminated user or Services. No Fees are refundable. If you would like a copy of your Data after you terminate, send your written request to support@outway.io. We will provide you a copy of your Data within sixty (60) days of your request in CSV, JSON or similar file format.
(c) Outway may terminate our Services and your access to our Platform, if you (i) breach these Terms of Service; or (ii) fail to pay any Fees when due; or (iii) have misused our Services, Platform or our Intellectual Property Rights; or (iv) have violated our Privacy Policy or Terms of Use.
(d) The rights and obligations of the parties which, by their nature, should survive termination of our Services, will survive any such termination.
8. Limitation of Liability.
(a) IN NO EVENT WILL OUTWAY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT OUTWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT WILL OUTWAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO OUR SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY YOU TO OUTWAY IN THE SIX (6)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
9. Severability. If any term or provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify these Terms of Service to effect the original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
10. Waiver. No failure by us to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
11. Successors and Assigns. These Terms of Service are binding on and inure to the benefit of you, us and any of our respective permitted successors and assigns.
12. Choice of Law; Venue. These Terms of Service and all related documents are governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action or proceeding arising out of or related to our Services will be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Denver, Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. The prevailing or non-dismissing party in any dispute, litigation, or cause of action related to these Terms of Service will be entitled to reimbursement of all reasonable expenses, including without limitation court or arbitration or mediation costs and attorney fees incurred in good faith.
13. Disputes. If a dispute arises between you and us regarding the respective rights or obligations under these Terms of Service, the parties agree to first attempt to settle each such dispute by direct discussions. If such dispute cannot be settled by direct discussions, any unresolved dispute or breach will be resolved as provided above and by law.
14. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Service, for any failure or delay in providing any Services when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control including, without limitation, interruption of internet services, acts of God, pandemic or epidemic, flood, fire, earthquake, governmental actions, war, terrorist threats or acts, riot, or other civil unrest, national emergency, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of sixty (60) days, you will be entitled to give notice to us to terminate our Services, provided that you permanently discontinue your use of such Services.
Outway Terms of Service
SERVICES AND FEES
You agree that you wish to receive one of the following subscription service sets ("Services") for the number of users specified and will comply with and pay the applicable Fees in accordance with Outway’s Terms of Service and any other agreements you may have with Outway or resellers of Outway Services ("Resellers"):
Basic Services (Standard):
Basic Services include the Standard Features listed below, including the map, team data management, discrete permissions, and controls on the visibility of data within your user team, across the network of subscribers, and to the broader community of Outway users.
Subscription Pricing ("Fees"): $416/month for 5 users plus $90/month per each additional user. Additional users can be added and deleted on a monthly basis. New users will be charged beginning the date the user is added.
Term and Termination: The Subscription period is twelve months. The annual subscription for Services will automatically renew each year unless one party sends the other party sixty (60) days’ advanced written notice that it does not wish to renew the subscription Services.
You can elect to pay Fees monthly or annually by ACH, credit card or other payment method mutually agreed in advance of payment being due. The payment method must be set for auto-payment on the same Fee payment schedule chosen.
Enterprise Serivces:
Enterprise Services include all Basic Services as well as additional support, onboarding services, data ingestion services, and other agreed Outway services to ensure success for your enterprise across all your user team. Specific Enterprise Services are described in a separate enterprise services agreement ("Enterprise Contract") between the parties describing the agreed Enterprise Services, features, development, service levels, pricing, discounts, and other details.
The Enterprise Services Subscription term and termination, Fees, discounts, payment terms, and payment methods will be described in the Enterprise Contract, which will apply to all Enterprise Services along with Outway's Terms of Service.
To enquire about entering into an Enterprise Contract or to ask if an Enterprise Contract is already in place, please contact your Reseller or support@outway.io.
Standard Features:
