Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Outword website and any managed outbound services provided by Outword LLC ("Outword," "we," "us," or "our"). By engaging Outword or using this website, you ("you," "Client," or the "Client") agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you have the authority to bind that company.

1. Services

Outword provides managed, full-service outbound sales services. Depending on the scope agreed with you, these may include outbound strategy, ideal customer profile (ICP) definition, prospect data and list building, deliverability and authentication setup, copywriting, multichannel outreach (including email, phone, and professional networks), appointment setting, proposal support, and pipeline reporting (collectively, the "Services").

The specific Services, deliverables, timelines, and any service levels for a given engagement are defined in a written statement of work, order form, or proposal that references these Terms (each, an "SOW"). In the event of a conflict between an SOW and these Terms, the SOW controls for that engagement.

2. Engagement and Statements of Work

Each engagement begins when you and Outword execute an SOW. The SOW sets out the scope, term, fees, and any assumptions or dependencies. Changes to scope are handled through a written change order signed by both parties. Outword may decline or pause work that falls outside the agreed scope until a change order is in place.

• You are responsible for providing the access, information, approvals, and points of contact reasonably required for us to perform the Services.
• Outward will use commercially reasonable efforts to meet the timelines set out in an SOW. Timelines assume your timely cooperation and may shift if dependencies are delayed.
• Unless the SOW says otherwise, Outword performs the Services as an independent contractor, not as your employee, partner, or agent for any purpose other than the limited outbound activities described.

3. Fees and Payment

Fees for the Services are set out in the applicable SOW. Pricing structures may include a recurring retainer, a setup or onboarding fee, and performance components, as agreed. We do not publish standard prices on this website; pricing is scoped to each engagement.

• Unless the SOW states otherwise, invoices are due within the period stated on the invoice, and recurring fees are billed in advance of each service period.
• Fees are exclusive of applicable taxes. You are responsible for any sales, use, value-added, or similar taxes, excluding taxes on our net income.
• Late or unpaid amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend Services for non-payment after reasonable written notice.
• Except where required by law or stated in an SOW, fees are non-refundable once the corresponding service period has begun.

4. Client Responsibilities

To perform the Services effectively and responsibly, we rely on your cooperation. You agree to:

• Ensure that any data, content, target audiences, and instructions you provide are accurate and that you have the right to share them with us for the purpose of the Services.
• Comply with all laws applicable to your outreach, including anti-spam, privacy, and marketing laws, and the requirements of our Acceptable Use Policy.
• Maintain the sending domains, reply handling, and any approvals needed for outreach to be sent in your name and reviewed in a timely manner.
• Promptly honor opt-out and do-not-contact requests that you become aware of and pass relevant suppression information to us.

5. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms. The Acceptable Use Policy prohibits, among other things, sending to purchased or scraped lists, sending unsolicited bulk email, and ignoring opt-out requests. We may throttle, pause, or terminate Services that breach that policy in order to protect recipients and the wider email ecosystem.

6. Intellectual Property

As between the parties, you own your pre-existing materials, your brand, and the customer and prospect data you provide. Outword owns its pre-existing materials, methods, templates, and know-how. Subject to your payment of the applicable fees, Outword grants you a perpetual, non-exclusive license to use the specific campaign deliverables we create for you (such as approved copy and sequences) in your own outbound activities.

Outword may use anonymized, aggregated learnings from engagements to improve its Services, provided that such use does not identify you or disclose your confidential information.

7. Confidentiality

Each party may receive confidential information of the other in connection with the Services. Each party agrees to use the other party confidential information only to perform under these Terms and to protect it with at least the same care it uses for its own confidential information of a similar nature. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, was already known without a duty of confidentiality, is independently developed, or is required to be disclosed by law (with notice where permitted).

8. Data Protection

Where Outword processes personal data on your behalf in providing the Services, we do so in accordance with our Privacy Policy and, where applicable, a Data Processing Addendum executed as part of the engagement. You act as the controller of personal data you provide, and Outword acts as a processor with respect to that data.

9. Warranties and Disclaimers

Outword warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. You warrant that you have the right to provide any data and content you give us and that your outreach complies with applicable law.

Except for the express warranties in these Terms, the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Outword disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Outbound results depend on many factors outside our control, including your market, offer, and the actions of third-party mailbox and platform providers. Outword does not guarantee any specific number of meetings, replies, deliverability rate, or revenue outcome.

10. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility of such damages.

Except for liability arising from a party indemnification obligations, breach of confidentiality, or your payment obligations, each party total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Outword for the Services in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

You will defend and indemnify Outword against third-party claims to the extent they arise from your data, your content, your products, or your breach of these Terms or applicable law. Outword will defend and indemnify you against third-party claims to the extent they arise from Outword infringement of a third party intellectual property right through the deliverables it creates. The indemnifying party obligations are conditioned on prompt notice, reasonable cooperation, and sole control of the defense and settlement of the claim.

12. Term and Termination

These Terms apply for as long as you have an active engagement or use this website. Each engagement runs for the term stated in its SOW. Either party may terminate an engagement for material breach if the breach is not cured within thirty (30) days of written notice. Either party may terminate immediately if the other becomes insolvent or ceases business. On termination, you will pay for Services performed up to the effective date of termination, and each party will return or destroy the other confidential information on request.

13. Governing Law and Disputes

These Terms are governed by the laws of [JURISDICTION TO BE SPECIFIED], without regard to its conflict-of-laws rules. The parties agree to the exclusive jurisdiction of the courts located in [VENUE TO BE SPECIFIED] for any dispute that is not resolved informally, except that either party may seek injunctive relief to protect its intellectual property or confidential information in any court of competent jurisdiction.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on this page with a revised "updated" date. For active engagements, the version of the Terms referenced in your SOW continues to apply to that engagement unless the parties agree otherwise in writing. Your continued use of the website or the Services after an update takes effect constitutes acceptance of the updated Terms.

15. Contact

Questions about these Terms can be sent to legal@outword.io, or by mail to Outword LLC, [REGISTERED ADDRESS TO BE SPECIFIED].