Terms of Service — OutsideAnalytics

Outside Analytics Terms of Service

Effective Date: June 25, 2018

This Terms of Service (“Agreement”) between Outside Analytics, Inc.{" "} (“Outside Analytics,” “us,” “our,” or “we”) and you (“you“ or “User”) is a contract that sets forth the terms and conditions which govern your use of the Outside Analytics’ digital properties such as the OUTLY technology platform which includes related web applications, mobile applications, websites, (e.g. outly.io, outly.co, outly.app, outsideanalytics.com, outsideanalytics.net) (the “ Site”) and all affiliated websites, mobile and website applications, owned and operated by us, our predecessors or successors in interest, or our affiliates (collectively, the “ Services”) and all applications and products that are accessible through the Site and all Outside Analytics mobile applications that link to or reference this Agreement (“ Services”) provided by Outside Analytics as defined below.

The purpose of the Site and the Services is to offer users passionate about the outdoors a tool to collaborate, plan outings, discover new places and activities and explore the outdoors. Outside Analytics is a platform (“OUTLY Platform”) that helps people explore the outdoors and plan various back country activities such as fishing, camping, hunting, mountaineering, and locating trails, roads, campsites, and other geographic points of interest. You understand and acknowledge that all of your plans and activities based on or related to information derived from this Site or our Services are at your own risk and Outside Analytics does not guarantee any particular outcomes or results. These Terms of Service are limited to the Services defined in the introductory paragraph above.

Using our Services
1. This Agreement includes and hereby incorporates by reference the following: these Terms of Service;{" "} Privacy Policy ;{" "} Cookie Policy , as such agreements may be in effect and modified by Outside Analytics from time to time (collectively, with this Agreement, the “Terms of Service”). Subject to the conditions set forth herein, Outside Analytics may, in its sole discretion, amend this Terms of Service at any time by posting a revised version on the Site. Any revisions to the Terms of Service will take effect on the effective date noted above (the “Effective Date”).
2. Our Services are very diverse, and may be offered directly or indirectly through Outside Analytics or our designated affiliates, so sometimes additional or different terms or requirements may apply. Outside Analytics strives to ensure that any additional or different terms are made available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
  You must follow any guidelines or policies made available to you within the Services. You may use our Services as an individual or on behalf of an entity. If you are using our Services on behalf of a business entity, that entity accepts these terms in their entirety and to the fullest extent possible.
3. Don’t misuse our Services. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, or if we are investigating suspected misconduct. Misuse of our Services also includes attempting to circumvent or interfere with the manner, instructions and interface by which we, or our designated affiliates, offer our Services to you.
Outside Analytics Accounts
1. Account Eligibility. To use the Site and certain Services, you must register for an Account. To register for an Account, you must be, and hereby represent that you are an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; responsible for your use of the Site and the purchase or delivery of the Services. Outside Analytics reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in the sole discretion of Outside Analytics. Furthermore, you are responsible for any and all activities and conduct, whether by you or anyone else that are conducted through your account. You agree to notify Outside Analytics immediately of any unauthorized use of your account or any other breach of security. Outside Analytics is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
2. Account Registration; Profile. By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3. Identity Verification. When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Outside Analytics, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law.
4. Usernames and Password. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account and your username and password. You authorize Outside Analytics to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use any username, or password of another User of the Site that you are not authorized to use.
Charges and Service Fees.
1. Currently, most of our Services are free to access and use, but we reserve the right to change that at any point in time upon notice to you, and to add fees or other charges for any elements of our Services, for select customizations, for programs with business partners, associations or other community groups, and/or for additional items. All Service Fees set will be subject to change by us at any time on a prospective basis. If applicable, you agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases.
  Also, please be aware that (i) you are responsible for any charges related to your own Internet access, including any additional fees or costs that may be triggered by installations or otherwise interacting with our Services, (ii) if you use our Services on a mobile device, your carrier's normal rates and fees, such as text messaging and data charges, will apply, and (iii) if you use the products or services of third parties, they may require fees or charges for such use and those are your responsibility and not that of Outside Analytics.
  
  We reserve the right to sell or feature advertising and other commercial or sponsored content within the Services and/or as part of any Services-related messaging. Based on your account usage, we may specifically target advertising that we believe to be more relevant to you and in continuing to use our Services, you consent to receive any such advertising or promotion by using the Services.
Provision of Services, Use Rights and Restrictions
1. Use and Restrictions. You will not (a) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services or Third Party Applications to store or transmit malicious code or code intended to do harm, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (e) attempt to gain unauthorized access to the Site or the Services or its related systems or networks, (f) access the Services to build a competitive product or service.
2. Suspension of Service. Outside Analytics may, subject to giving you reasonable notice where practicable, suspend the Services if: (a) any use of the Services in breach of this Terms of Service that in our judgment, threaten the security, integrity or availability of the Services may result in the immediate suspension of the Services by Outside Analytics; (c) Outside Analytics has reason to believe that use of the Services violates the Terms of Service; or (d) as otherwise expressly provided in this Agreement. If Outside Analytics exercises its right to suspend the Services, it may resume the Services at its discretion.
Data Analysis and Use.
1. Privacy. Your privacy is important to us and we have developed our{" "} Privacy Policy {" "} and practices to inform you of the measures we take regarding the protection of your information. We will use any personal or non-personal data that we collect from you in accordance with the terms and conditions of our Privacy Policy.
2. Feedback. By sending us any ideas, suggestions, documents, or proposals about our Services or otherwise, including any that may be included as part of the Services ("Feedback"), you agree that:
  - Your Feedback does not contain the confidential or proprietary information of third parties and that you have the right to disclose the Feedback to us;
  - We are under no obligation of confidentiality, express or implied, with respect to the Feedback;
  - You grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute, and sublicense the Feedback, including any intellectual property rights therein;
  - You will indemnify and hold harmless and defend Outside Analytics from and against any claims, losses, expenses, and liabilities arising from breach by you of the foregoing representation and warranty.
    Any Feedback and ideas for improvements you provide shall be owned by Outside Analytics due to their integral nature in the Services. Outside Analytics shall not be obligated to use any Feedback provided. Outside Analytics shall have the right to collect, analyze, store and maintain data and other information relating to the use and performance of the Site and/or the Services. Outside Analytics will be free to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Outside Analytics offerings. Outside Analytics reserves the right to disclose such data solely in aggregate or other de-identified form in connection with its business. Outside Analytics may promptly remove any User Data or portion of it from the Services at its sole discretion for any reason. Likewise, in some instances, Outside Analytics may maintain information and/or data obtained from or through third parties in the course of providing the Services including after you terminate your use of the Services or for as long as Outside Analytics may use such data for the purposes described in this paragraph.
3. User Data. Users may choose to share User Data via the Site or Services (e.g. links to a meeting point or trail head, favorite activities, desirable routes or sites, experience with specific activities or locations, etc.) to facilitate their own use experience on the OUTLY platform. While Outside Analytics will not publicly display the User Data you submit, Users may, at their own discretion and risk, share their User Data or post it for public display. Outside Analytics has no responsibility or control over Users sharing their User Data and shall not be liable for same.
Ownership of Intellectual Property Rights
Intellectual Property Rights. Outside Analytics retains all right, title, and interest to the Services, including without limitation, all software used to provide the Services and all logos and trademarks reproduced through the Services. This Agreement does not grant User any of Outside Analytics’s or of Outside Analytics’s licensors or Outside Analytics suppliers’ intellectual property rights in the Services. User agrees to comply with all copyright and other intellectual property notices accessed through the Services.
Warranty Disclaimer
YOU AGREE NOT TO RELY ON THE SITE, THE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. OUTSIDE ANALYTICS EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, OUTDATED, OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, OR THAT OUTSIDE ANALYTICS WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT OUTSIDE ANALYTICS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. YOU FURTHER ACKNOWLEDGE THAT OUTSIDE ANALYTICS DOES NOT CONTROL THE CONTENT, QUALITY, ACCURACY OR USEFULNESS OF DATA OR INFORMATION OBTAINED FROM THIRD PARTIES.

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Limitation of Liability
1. Outside Analytics is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
2. ADDITIONALLY, IN NO EVENT WILL OUTSIDE ANALYTICS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF OUTSIDE ANALYTICS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $300 OR (B) ANY FEES RETAINED BY OUTSIDE ANALYTICS WITH RESPECT TO THE SERVICE PROVIDED TO THE SPECIFIC USER MAKING THE CLAIM FOR THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ON WHICH THE FACT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU
Indemnification by User.
You will indemnify Outside Analytics, our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all reasonable related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Services by you or your agents or failure to comply with the Terms of Service by you or your agents.
Term and Termination.
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Services. Outside Analytics may suspend or revoke your access to the Site and refuse to provide the Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, or our Users, to us or may be contrary to our interests. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Outside Analytics’s prior written consent. If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site or as part of the Services. If practicable or required by law, Outside Analytics will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Outside Analytics will have no liability whatsoever.
Third Party Interactions
1. Dealings with Other Third Parties. Your participation, correspondence or business dealings with any third party or any other terms, conditions, representations or warranties associated with a third party found on or through the Site or by using the Services, are solely between you and such third party and you agree that Outside Analytics shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings. Outside Analytics is not responsible for any interactions between Users of the Site or the Services or otherwise.{" "}
2. Links. The links on this Site and/or Services will let you leave the particular Site or service you are accessing in order to access a linked site (the " Linked Sites"). Outside Analytics provides these links as a convenience, but does not control or endorse these Linked Sites, nor has Outside Analytics reviewed or approved the content which appears on the Linked Sites. You acknowledge and agree that Outside Analytics shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.
3. Disclosures by Third Parties. In the course of use of the Site or the Services, third parties or other Users may disclose, share, copy, transmit or otherwise use the User Data, information, personal information or other data that you share or that identifies you (“Third Party Disclosures”). You acknowledge and agree that Outside Analytics is not responsible for and in no case shall be liable for any Third Party Disclosures whatsoever. Any opinions, suggestions or recommendations expressed in any groups, chats, forums or interactive features that may exist in the Services and do not reflect the opinions or advice of Outside Analytics, its employees or any of its affiliates. Outside Analytics expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor is it responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages.
4. Prohibited Activities. In connection with your use of this Site and/or the Services, you acknowledge and agree that you will not:
  - Transmit any information that you know to be false or misleading;
  - Target or harm minors in any way;
  - Transmit any information which may invade another's right of privacy;
  - Impersonate any person or entity, including but not limited to: a User or employee or representative;
  - Post or transmit any material that contains a virus or corrupted data with the intent to damage or otherwise disrupt another computer;
  - Use this Site or the Services in a manner that adversely affects the availability of its resources to other users. This includes, but is not limited to: use of all caps; flooding continuous postings of repetitive text; harassing other members; attempting to solicit personally identifying information of another member;
  - Post or transmit any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation without written consent of Outside Analytics;
  - Post, transmit, or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
  - Post, transmit, or otherwise make available any material that infringes trademark, trade secret, copyright or other proprietary rights of any party;
  - Copy, reproduce, publish or otherwise repost information obtained on this Site;
  - Attempt to disrupt or damage this Site or the Services in any fashion or otherwise intentionally attempt to impair Outside Analytics's servers or computers;
  - Attempt to gain unauthorized access to this Site or the Services), accounts, computer systems or networks connected to Outside Analytics through hacking, password mining, scripts, "bots" or any other means;
  - Attempt to steal, mimic, etc. the look and feel, features, or intellectual property of Outside Analytics or any Users;
  - Attempt to obtain any materials or information through any means not intentionally made available through this Site or the Services, including indexing any content of the Site for commercial or non-commercial purposes;
  - Attempt to manipulate identifiers in order to disguise the origin of any post or transmitted material;
  - Violate any local, state, national or international laws;
  - Post, transmit, or otherwise make available any material that unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
  - Interfere with any other user's use and quiet enjoyment of this Site, the Services; and/or
  - Collect or store User Data or other information about other Users in connection with the prohibited conduct and activities set forth in the paragraphs above.
General.
1. Survival. After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect.
2. Governing Law and Disputes. These Terms of Service and any dispute that may arise between you and Outside Analytics, will be governed exclusively by the laws of the State of Colorado without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). We make no representation that our Service is appropriate, legal or available for use outside of the United States. The state and federal courts located in Denver, Colorado will serve as the exclusive jurisdiction and venue for any actions brought, or claims made, arising out of your use of our Site, and you hereby consent to such jurisdiction.
3. Entire Agreement. Except as expressly provided in a particular "legal notice" on the Site, these Terms of Use and Privacy Policy constitute the entire agreement between you and Outside Analytics with respect to the use of the Site and Services.
  For any questions or comments, or to report violations of this agreement, let us know, or contact us at: support@outsideanalytics.com or at Outside Analytics, Inc., 10901 West 120th Ave. Ste 140, Broomfield, CO 80021
Definitions.
“Account” means a User account to sue the Services offered via the Site that are authorized by Outside Analytics.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

"Personal Information" In the course of using the Site Service, the Site Service may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you; examples of Personal Information include your name, email address, data of birth, phone number, and location.

“Third Party Application(s)” means any software application functionality that is provided by a third party and interoperates with the Services.

“User” means an individual acting in her/his own accord or an individual to use the Services and who has supplied a user identification and password.

“User Data” means any data including Personal Information as defined in the Privacy Policy, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Outside Analytics via the Services or any Third Party Applications.