Terms of Service
Effective: October 4, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE (‘AGREEMENT,’ ‘TERMS,’ or ‘TERMS OF SERVICE’) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND OUTSKALR, INC. AS DEFINED BELOW.
1. Scope and Application of this Agreement
This Agreement governs your access to and use of the Outskalr Platform and Services and is between you and Outskalr, Inc., a Delaware corporation (‘Outskalr,’ ‘we,’ ‘us,’ or ‘our’). This Agreement also applies to any subsidiaries or affiliates of Outskalr, Inc. involved in providing the Services. These Terms of Service constitute a legal agreement between you and Outskalr, Inc. (and, where applicable, its subsidiaries and affiliates involved in providing the Services).
Certain provisions of this Agreement may apply differently depending on the country or region where you reside, register an account, or access and use the Platform. For clarity:
“United States User” means a User whose primary residence or principal place of business is located within the United States, including its territories and possessions such as Puerto Rico.
Outskalr may adjust, supplement, or localize certain terms, policies, or features of the Services to comply with local laws and regulations or to better serve Users in different jurisdictions. Where applicable, those localized terms will be clearly identified and will supersede any conflicting provisions of this Agreement for Users in the relevant jurisdiction.
2. Acceptance of this Agreement
Outskalr, Inc. (“Outskalr,” “we,” “our,” or “us”) operates an online marketplace and connection Platform designed to facilitate sales opportunities between independent sales representatives (“Skalrs”) and businesses offering products or services (“Buildrs”). Through the Outskalr Platform, Skalrs can discover and engage with Buildrs seeking sales representation, while Buildrs can expand their market reach through independent sales channels. In some cases, end Users or prospects (“Dealrs”) may also interact with the Platform to evaluate, inquire about, or complete purchases from Buildrs through Skalrs.
Outskalr’s technology (the “Platform” or “Services”) enables users to:
(a) create profiles, list or promote products and services, and connect with compatible partners;
(b) manage communications, leads, transactions, and commission-based arrangements; and
(c) access related tools, analytics, and informational content provided by Outskalr.
Outskalr is not a party to any transaction between Skalrs, Buildrs, or Dealrs, and does not buy, sell, manufacture, or guarantee any products or services offered on the Platform. Outskalr’s role is limited to providing the technology and infrastructure that allow users to connect, communicate, and complete independent commercial arrangements.
By accessing or using the Platform, you agree to be bound by these Terms of Service and all incorporated policies, including the Privacy Policy. If you do not agree, you may not access or use the Platform.
If you access our websites located at www.outskalr.com install or use the Outskalr. mobile application, install or use any other technology supplied by Outskalr. (collectively, the “Technology”), access or use any information, function, feature, or service made available or enabled by Outskalr. (collectively, the “Services,” which includes the Technology), click or tap a button or take similar action to signify your affirmative acceptance of this Agreement, or complete the Outskalr. account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at www.outskalr.com or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Outskalr.; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for whom you have created an account or been named as the User during the Outskalr. account registration process and to bind such organizations to the Agreement.
The specific Services or information available to you may vary based on your account type, user role, geographic location, and the features or integrations you choose to use. A certain function, feature, or Service (y) available to one User may not be available to all Users or at all times, and (z) may only be available in the latest version of the Outskalr. mobile application. “User” means any individual or other person who accesses or uses the Services with or without an account (whether directly or through tools, services, or other means), including, without limitation, any organization that registers an account or otherwise accesses or uses the Services through its respective employees, agents, or representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.
3. User Roles
“Skalrs” are independent sales representatives using the Platform to discover and manage opportunities. “Buildrs” are businesses offering products or services seeking sales representation. “Dealrs” are end Users or prospects who may evaluate, inquire about, or purchase from Buildrs through Skalrs. Collectively, all parties are referred to as “Users.”
4. Account Eligibility and Registration
To use certain features of the Platform, you must register for an account and provide accurate, current, and complete information. By creating an account or otherwise using the Services, you represent and warrant that:
You are at least 18 years old (or the age of majority in your jurisdiction);
You have the legal capacity to enter into binding contracts;
If you are registering on behalf of a company or organization, you have authority to bind that entity to this Agreement; and
You will maintain and promptly update your account information to ensure it remains accurate and complete.
Outskalr may, in its sole discretion, refuse to create an account, suspend access, or terminate your use of the Services if it determines that you have violated these Terms, provided false information, or otherwise pose a risk to the integrity of the Platform.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you believe your account has been compromised, you must notify Outskalr immediately at team@outskalr.com.
5. Modifications
Outskalr reserves the right to modify the Terms of Service of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at www.outskalr.com or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Platform, Technology, or Services.
6. Additional Terms and Policies
By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Outskalr’s Privacy Policy. You also agree to abide by any additional Outskalr terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional Terms of Service, which, to the extent permitted by applicable law, are incorporated herein by reference.
7. Rules and Prohibitions
Without limiting other rules and prohibitions in this Agreement, by using or accessing the Services (whether or not you have created an account or are logged into an account), you agree that:
(a) You will only use or access the Services for lawful purposes and you will not use or attempt to use the Services under false pretenses or for sending or storing any unlawful material or for deceptive or fraudulent purposes.
(b) You will only use or access the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.
(c) You will only use or access the Services using means explicitly authorized by Outskalr. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Technology for your device. We reserve the right to terminate your use of the Technology and/or Services if you are using the Technology or Services with an incompatible or unauthorized device.
(d) You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.
(e) You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.
(f) You will not use or attempt to use the Services, or any content accessible through the Services (including content accessible without being logged into your account), for any commercial purpose, including but not limited to contacting, soliciting, or spamming any Skalr, Buildr, Dealr, or User outside the intended use of the Platform.
(g) You will not use or attempt to use the Services or content accessible through the Services without Outskalr’s prior written consent in connection with the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or providing archived or cached data sets containing content accessible through the Services to another person or entity.
(h) You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services, including any reviews or Merchants’ menu content or catalogs, for republication in any format or media.
(i) You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.
(j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
(k) You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.
(l) You will use the Platform, Technology, and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed through the Services (including content accessible without being logged into your account) to a third party.
(m) You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any Outskalr server or the networks connected to any Outskalr server.
(n) You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any Outskalr server.
(o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Outskalr may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.
(p) You will not use, access, or collect content, data, information, or materials published or available on the Services—including, but not limited to, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations—using automated means unless Outskalr has given you prior permission to do so in writing.
(q) You will not deep-link to our websites or access our websites manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, and/or device to scrape, copy, index, frame, or monitor any portion of our Services or websites or any content on or available through our Services or websites, and you will not attempt any of the foregoing.
(r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services (including content accessible without being logged into your account), and you will not attempt any of the foregoing.
(s) You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Skalrs, Buildrs, Dealrs, Outskalr, Outskalr employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.
(t) You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that Outskalr deems inappropriate when using the Services.
(u) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.
(v) You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.
(w) Your participation in using and access to the Services is for your sole, personal, or internal business use.
(x) You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered and you will return any order mistakenly delivered to you if requested by Outskalr or a Buildr.
(y) You will not, in connection with your use of the Services and/or the Outskalr Platform: (i) ask a Skalr to purchase or deliver any goods or perform any services not ordered through the Outskalr Platform; or (ii) give or offer to give any goods to a Skalr related to your Outskalr order.
In the event that we believe or determine that you have breached any of the aforementioned or any other provision of these Terms, we reserve the right to suspend and/or permanently deactivate your account or take other appropriate action at our sole discretion. Where required by law, we will provide you with written notice of the suspension or deactivation of your account, including the reasons which led us to take such action. Engaging in any prohibited use of the Services may result in criminal, civil, and/or administrative penalties, fines, or sanctions against the User and those assisting the User.
8. Skalrs and Buildrs Are Independent
You acknowledge and agree that Outskalr operates solely as a technology Platform that facilitates connections and communications between independent sales representatives (“Skalrs”) and independent businesses (“Buildrs”). Skalrs use the Platform to discover and manage sales opportunities, while Buildrs use the Platform to promote their products or services and engage with Skalrs to expand their sales reach. Outskalr does not buy, sell, manufacture, distribute, or take ownership of any product or service offered by Buildrs, nor does it act as an agent, broker, or representative of any Skalr or Buildr. Each Skalr and Buildr operates as an independent entity or contractor, and no relationship of employment, partnership, joint venture, or agency exists between Outskalr and any User. Outskalr does not control or guarantee any aspect of the transactions, engagements, or communications between Skalrs, Buildrs, or Dealrs. Outskalr does not evaluate or endorse the quality, legality, performance, or suitability of any product, service, or business opportunity listed on the Platform, nor does it verify the qualifications, representations, or compliance of any User with applicable laws or industry standards. Outskalr is not in the delivery business, does not provide delivery services, and is not a common carrier. Any delivery, pickup, or preparation times displayed through the Services are purely estimates and do not represent a promise, commitment, or guarantee by Outskalr. Information, listings, and materials (including descriptions, images, or promotional content) provided through the Platform are supplied by Users, not by Outskalr. Outskalr does not verify or guarantee the accuracy of such content and assumes no liability for errors, omissions, or misrepresentations made by Users. Outskalr does not take possession, control, or title to any product, service, or intellectual property involved in any transaction between Users. Any agreements, commissions, payments, or contractual terms between Skalrs and Buildrs are the sole responsibility of those parties. Outskalr is not a party to those agreements and will not be liable for any disputes, losses, or damages arising from them. Outskalr does not, and shall not be deemed to, direct, supervise, or control any Skalr or Buildr in connection with their activities or relationships on the Platform. Each User determines its own terms, and methods of operation.
9. User Account
You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account or through your device. You agree that you shall accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Accounts are intended for business or professional use only. Should you suspect that any unauthorized party may be using your password or account, you will notify Outskalr immediately. Outskalr will not be liable, and you may be liable for losses, damages, liability, expenses, and fees incurred by Outskalr or a third party arising from someone else using your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Outskalr has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Outskalr has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed from the Outskalr Platform by Outskalr or if you have been previously banned from use of the Services.
10. User Content
(a) User Content. Outskalr may provide you with interactive opportunities through the Services, including, by way of example, the ability to post content on the Outskalr Platform or otherwise provide to Outskalr Ratings and Reviews (each as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on Outskalr, including Outskalr’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, Outskalr, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that Outskalr may publish from time to time. You hereby grant Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use the User Content in connection with Outskalr’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant Outskalr a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You acknowledge, however, that Outskalr has no obligation to attribute any User Content to you in connection with any Use. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Outskalr herein shall survive termination of the Services or your account. Outskalr reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Outskalr may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at Outskalr’s sole discretion. Outskalr may also access, read, preserve, and disclose any information as Outskalr reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Skalr, or Buildr support requests; or protect the rights, property, or safety of Outskalr, our Users, and the public. We may aggregate your publicly viewable User Content and certain other information about you onto a User profile viewable by anyone, which you can choose to make public (meaning your publicly viewable User Content will be displayed on your profile) or restricted (meaning only certain information about you and your User Content will be displayed on your profile, such as the number of Reviews and photos you’ve submitted but not their contents).
(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Outskalr through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that Outskalr has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent that you rate or post reviews of Users, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by Outskalr and do not represent the views of Outskalr or its affiliates. Outskalr shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) you will base any Rating or Review on first-hand experience with the Skalr or Buildr; (ii) you will not provide a Rating or Review for any Skalr, Buildr, or Dealr with whom you have a financial interest, ownership stake, employment, partnership, or other relationship that could reasonably be seen as creating a conflict of interest, including any direct competitor of that User; (iii) you will not submit a Rating or Review in exchange for payment, Reciprocal or coordinated reviews between Users, Posting false or exaggerated statements about sales performance or business opportunities, or other benefits from a Skalr or Buildr; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; (v) your Rating or Review will comply with the terms of this Agreement; (vi) we may decide to not publish, display, or otherwise make available your Rating or Review for any reason in our sole discretion; (vii) any Rating or Review you submit will comply with our Content Guidelines; (viii) a Rating, Review, or photo displayed in connection with a transaction, engagement, or business experience may reflect an in-person dining experience; and (ix) a Rating, Review, or photo may not have originally been submitted on the Outskalr Platform and/or may not have been submitted by a Outskalr User. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in Outskalr’s sole discretion, as we deem necessary or appropriate.
If you believe that any User Content infringes your intellectual property rights, please contact us at team@outskalr.com with sufficient details for review. Outskalr may remove or disable access to allegedly infringing material in accordance with applicable law.
11. Communications with Outskalr
By creating an Outskalr account or using the Technology or Services, you agree to: (a) accept and receive communications from or on behalf of Outskalr, Skalrs, Buildrs, Dealrs, and/or third parties providing services to you or Outskalr, including via email, text message, direct message, chat, and calls, to the contact information you provide to Outskalr when registering an account or using the Technology or Services; and (b) receive communications via push notification or in-app messages in the Outskalr mobile application. Further, you understand and agree that you may receive communications (including calls, text messages, emails, or other electronic notifications) that may be generated by an automatic telephone dialing system and/or contain prerecorded or automated messages, sent by or on behalf of Outskalr or other Users for purposes related to your use of the Platform. Such communications may include, without limitation, notifications about new opportunities, deal updates, account activity, security alerts, Platform announcements, or other information related to your participation in the Services. Message and data rates may apply, and message frequency may vary based on your interaction with the Platform and communication preferences. You may opt out of non-essential automated communications by following the unsubscribe or opt-out instructions provided in the message, though certain service-related or security communications may still be required to maintain your account. The communications in this Section 11 may include, without limitation, commercial or marketing messages, transactional or relationship messages (e.g., messages about the availability of our services (e.g., interruptions in service), security and/or fraud (e.g., password reset messages), safety, responses to communications initiated by you, updates to policies/legal agreements (e.g., privacy policies, terms of service)), newsletters, and messages relating to research, political advocacy, or customer support (those initiated by you and by us). You acknowledge that receiving commercial or marketing messages or calls is not a requirement or condition for you to use the Services. For purposes of clarity, any message (including text message) or call you may receive from us, a Skalr, Buildr, or Dealr regarding a sales opportunity, engagement, or transaction is a transactional message, not a commercial, marketing, or promotional message or call. If there are changes to your contact information (e.g., email address, phone number), you agree to update your account to help prevent or limit Outskalr inadvertently communicating with someone else.
The opt-out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent). Please see the following for more information:
For email communications that permit opting out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For transactional or relationship email messages, the only opt-out option is to delete your account.
For push notifications, you can toggle or slide off these notifications in the mobile application.
To opt out of all communications, the only option is to delete your account.
Review the Outskalr Privacy Policy for more information about Outskalr’s privacy practices, contact information, and opt-out options.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Outskalr or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.
12. Electronic Records
By creating an Outskalr account or using the Technology or Services, you consent to the use of electronic records and signatures. You agree that all Terms of Service, agreements, notices, disclosures, and other communications that Outskalr provides electronically satisfy any legal requirement that such communications be in writing. This consent applies to all communications and records that we are legally required to provide to you in connection with your use of the Platform and Services.
You may withdraw your consent to receive electronic records by contacting Outskalr at team@outskalr.com. If you withdraw consent, we may terminate or limit your ability to use the Services to the extent we are unable to provide them without electronic records.
To view and retain a copy of this Agreement, you will need (a) a device such as a computer or mobile phone with a web browser and Internet access, and (b) either a printer or storage space on such device. You agree to keep your contact information, including your email address, current. This paragraph does not affect your statutory rights.
13. Intellectual Property Ownership
Outskalr alone (and its licensors, where applicable) owns all right, title, and interest, including all related intellectual property rights, in and to the Technology, Platform, and Services. This Agreement is not a sale and does not convey to you any ownership rights in or related to the Technology, Platform, or Services, or any intellectual property rights owned by Outskalr.
Subject to your compliance with this Agreement, Outskalr grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services for their intended business purposes.
Outskalr names, logos, and product names associated with the Platform, Technology, or Services are trademarks of Outskalr or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.
You agree that Outskalr may use any feedback, ideas, or suggestions you provide regarding the Services without restriction or compensation.
14. Pricing, Commissions and Fees
(a) Prices, Commissions and Charges. You understand and agree that: (i) The prices, commissions, or rates displayed through the Outskalr Platform are determined by the participating Buildrs and may differ from those offered or published by such Buildrs through other channels, third-party platforms, or direct sales. Prices, commissions, and promotional rates shown on the Platform may change at any time without prior notice. Outskalr does not guarantee that the prices or commission rates listed on the Platform represent the lowest available or prevailing rates in the market.
(ii) Outskalr does not set, control, or guarantee the pricing, discounts, or commission structures offered by Buildrs or agreed to by Skalrs. Unless otherwise expressly stated in writing, Outskalr has no obligation to itemize its Platform, service, or transaction fees or disclose its margins.
(iii) For certain transactions, the estimated totals shown during checkout, proposal review, or commission calculation may differ from the final amount due once the transaction is completed, verified, or adjusted. You authorize Outskalr and its payment processors to temporarily place a hold or authorization on your payment method for an estimated amount that may exceed the final total, and to settle the final amount once all applicable fees, commissions, and adjustments have been confirmed.
(iv) You are solely responsible for all applicable taxes, including sales tax, value-added tax (VAT), use tax, or other transaction-based taxes imposed in connection with your use of the Services. Outskalr may, when required by law, collect and remit such taxes on behalf of Users and adjust charges accordingly. Outskalr’s service fees and other amounts payable are exclusive of any applicable taxes, which may be added to your total charge.
(v) All payments on the Outskalr Platform are processed by Outskalr and/or its designated third-party payment processors using the payment method associated with your account. If your payment method fails or your details change, Outskalr may use updated information provided by your bank, card issuer, or payment provider to complete transactions and prevent interruption of Services. You agree to maintain accurate and current billing and payment information at all times.
(vi) Any commissions, bonuses, or performance-based payments between Skalrs and Buildrs are governed by the commercial terms agreed upon between those parties. Outskalr facilitates the processing and reporting of such transactions but is not a party to or guarantor of any underlying commercial agreement, commission entitlement, or payment obligation between Users.
(b) Strikethrough Pricing. Outskalr may use strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). Outskalr does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. Outskalr may also rely on Buildrs or a third party to provide information about the regular or former price of items offered by those Buildrs or a third party, and Outskalr’s strikethrough price therefore may represent the price that Outskalr, a Buildr, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time.
(c) Refunds
(i) United States. Fees, commissions, or other charges paid to or through Outskalr for completed deals, introductions, or transactions facilitated on the Platform are final and non-refundable, except as otherwise required by law.
Outskalr is not obligated to issue refunds or credits for any reason. However, Outskalr may, at its sole discretion, issue a courtesy credit or adjustment (for example, in the event of a verified technical error, payment processing issue, or confirmed duplicate transaction). Any such credit is discretionary, has no cash value, and may be revoked or expire at Outskalr’s discretion.
If a Skalr or Buildr fails to complete an agreed action necessary to process or verify a transaction (for example, confirming a deal, submitting required information, or validating delivery of results), Outskalr may classify the transaction as undeliverable or incomplete, and associated fees may remain non-refundable. In such cases, Outskalr may, at its discretion, assess an Administrative Fee or withhold payment to cover associated costs of verification, dispute handling, or Platform misuse.
Users acknowledge that Outskalr’s fees compensate for access to the Platform, network facilitation, and related administrative services not for guaranteed deal performance or sales outcomes.
(d) Promotional Offers. Outskalr, at its sole discretion, may make promotional offers or provide discounts, credits, or other benefits with different features and different pricing to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended recipient, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by Outskalr; (iii) are subject to the specific terms that Outskalr establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer. Outskalr reserves the right to withhold or deduct credits or benefits obtained through a promotion, or to charge additional amounts that would have applied to the transaction had the promotion not applied, in the event that Outskalr determines or believes on reasonable grounds that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Where required by law, we will provide you with written notice of any such withholding or deduction, including the reasons which led us to take such action. Outskalr reserves the right to modify or cancel an offer at any time.
(f) Platform and Services Fees. Outskalr may charge fees to Users for access to or use of the Platform, including but not limited to service fees, transaction commissions, subscription fees, or administrative fees (collectively, “Fees”). These Fees may vary based on factors such as the User type (Skalr or Buildr), deal volume, account tier, geographic location, or usage level. Outskalr reserves the right to change, introduce, or discontinue any Fee at any time, in its sole discretion, as necessary or appropriate for our business operations or to comply with applicable law. Updated Fee terms will take effect upon posting to the Platform or upon direct notification to affected Users. For Buildrs: Outskalr may charge commissions or other service fees on completed transactions or confirmed deals facilitated through the Platform. For Skalrs: Outskalr may deduct a service or processing fee from amounts payable for completed deals or other transactions processed through the Platform. All Fees are non-refundable, except where required by law or expressly stated otherwise in writing by Outskalr. Fees charged by Outskalr are for the use of the Platform and related facilitation services, not for any right to access, install, or license specific software or technology. Outskalr may, where legally required, charge or collect applicable taxes, processing fees, or regulatory surcharges associated with use of the Platform. Users are responsible for any additional taxes or reporting obligations arising from their individual earnings or transactions.
(g) Checkout Partners. Outskalr may provide certain checkout or payment-related services to third-party partners or Buildrs outside of the Outskalr Platform to facilitate or verify the completion of transactions (“Checkout Partners”). If you complete a transaction directly with a Checkout Partner and we determine that you are a registered Outskalr User, we may share limited information about you such as payment credentials, business identifiers, or transaction references with that Checkout Partner to process the transaction, confirm payment, or verify related commissions. Outskalr will share only the minimum amount of information necessary to complete or validate the transaction and will do so in accordance with its Privacy Policy. Any transaction conducted with a Checkout Partner is governed by that partner’s own terms of service and privacy policy. Outskalr is not a party to such transactions and is not responsible for the Checkout Partner’s handling or processing of your information. Questions or disputes regarding such transactions should be directed to the Checkout Partner or your payment provider.
15. Subscriptions (U.S. Only)
(a) Overview. Outskalr may offer optional, auto-renewing subscription plans for Skalrs and/or Buildrs (each, a “Subscription”). Subscriptions grant access to designated features or benefits as described at purchase (the “Subscription Benefits”).
(b) Billing & Auto-Renewal. Subscriptions are billed in advance on a recurring monthly, quarterly, or annual basis until canceled. BY SUBSCRIBING, YOU AUTHORIZE OUTSKALR TO CHARGE THE THEN-CURRENT SUBSCRIPTION PRICE AND APPLICABLE TAXES TO YOUR SAVED PAYMENT METHOD AT EACH RENEWAL UNTIL YOU CANCEL. Prices and available plans may change as set out in Section (g).
(c) Free Trials & Promotions. From time to time, Outskalr may offer some Users trial or other promotional subscriptions. Such trial or promotional subscriptions are available only for Users who have not previously subscribed. If Outskalr offers a free trial or promotional subscription, it will run for the period stated at sign-up and will automatically convert to a paid subscription at the then-current rate for the plan you selected, unless you cancel before the trial ends. By enrolling in a trial, you authorize Outskalr to charge your saved payment method for the applicable subscription fee and any taxes once the trial period expires, unless you cancel beforehand. Only one trial or promotional offer is available per User or account unless expressly stated otherwise. If you cancel before the trial period ends, you will not be charged. Once converted to a paid plan, standard billing and renewal terms will apply. Outskalr reserves the right to limit, modify, or revoke any free trial or promotional offer at any time.
(d) Cancellation. You can cancel at any time through your account settings. Cancellation takes effect at the end of your current billing period; no refunds or credits for partial periods unless required by law or expressly stated otherwise.
(e) Taxes; Third-Party Fees. We may collect applicable taxes and pass-through payment processing charges where required. You are responsible for any additional taxes arising from your own use of the Services.
(f) No Transfers. Subscriptions are non-transferable and may be used only by the account
holder.
(g) Changes to Plans or Pricing. We may modify Subscription features or pricing prospectively. We’ll provide notice of price increases or material changes and give you an opportunity to cancel before they take effect. Your continued use after the effective date constitutes acceptance.
(h) Compliance with Auto-Renewal Laws. Outskalr will provide clear pre-purchase disclosures, obtain affirmative consent to auto-renew, send a post-purchase confirmation, and maintain an easy-to-use online cancellation method, in accordance with applicable U.S. auto-renewal laws.
16. Arbitration Agreement
THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
Please read this Section 16 carefully. It requires that any and all disputes or claims between you and Outskalr be resolved by binding arbitration or in small claims court, rather than in traditional court proceedings. This means that you and Outskalr each waive the right to a jury trial and agree that disputes will be decided by a neutral arbitrator, not a judge or jury. You also agree that you will not participate in a class action, collective action, or similar representative proceeding against Outskalr in any forum. All claims must be brought individually, in your own name, and not on behalf of others. This Section applies to all Users located in the United States and governs all disputes or claims arising out of or relating to your use of the Outskalr Platform, your relationship with Outskalr, or this Agreement—whether based in contract, tort, statute, or any other legal theory. Before beginning arbitration, both you and Outskalr agree to attempt to resolve disputes through good-faith informal discussions as described in Section 16(b). Arbitration under this Section is governed by the Federal Arbitration Act (FAA) and administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement.
(a) Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be resolved by binding arbitration, rather than in court, except as otherwise required by law—such as individual claims for sexual assault or sexual harassment arising from use of the Services by United States Users—or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Outskalr may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Outskalr may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court or tribunal if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND OUTSKALR AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
IF YOU AGREE TO ARBITRATION WITH OUTSKALR, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST OUTSKALR IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
(b) Informal Resolution. You and Outskalr agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Outskalr therefore agree that, before either you or Outskalr demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (you and Outskalr) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Outskalr that you intend to initiate an informal dispute resolution conference, email team@outskalr.com, providing your name, telephone number associated with your Outskalr account (if any), the email address associated with your Outskalr account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.
(c) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (FAA). Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement. The arbitration may be conducted by video conference, phone, or in person in the county where you live. Outskalr will pay any portion of the arbitration filing or administrative fees that exceed what you would otherwise pay to file a case in court, consistent with AAA’s Consumer Rules. If the arbitrator finds that you cannot afford your share of the fees, Outskalr will pay them. All arbitration proceedings, including filings and awards, will remain confidential to the fullest extent permitted by law. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.
(d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to Section 16(f) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court.
The arbitration will decide the rights and liabilities, if any, of you and Outskalr. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. The arbitrator may reasonably limit discovery to ensure the process remains efficient and proportionate. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Outskalr.
(e) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Outskalr are instead electing to have all disputes resolved by binding arbitration, except as specified in Section 16(a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(f) Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 16(a) OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 16(f) is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Outskalr from settling claims on a class, collective, or representative basis. To the extent permitted by law (after taking into account FAA preemption), the parties waive the right to seek public injunctive relief. If the right to seek public injunctive relief cannot be waived, and a party seeks public injunctive relief in any form, then that request for public injunctive relief (and only that request for public injunctive relief) shall be severed from the rest of any claim (including any other relief or remedies associated with that claim) and any other claims in the action. The severed request for public injunctive relief shall be resolved in court after the arbitration of the remainder of the claim associated with that request for public injunctive relief and any other claims in the action.
(g) Survival. This Arbitration Agreement will survive any termination of your relationship with Outskalr.
(h) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Outskalr makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Outskalr.
(i) Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.
17. Third-Party Interactions
(a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications"), and advertisements ("Third-Party Advertisements") (collectively, "Third-Party Websites and Advertisements"). When you access these Third-Party Websites and Advertisements, you acknowledge that you are leaving Outskalr’s Platform and will be subject to the terms, conditions, and privacy policies of the respective third parties. Outskalr does not control, endorse, review, or assume responsibility for any Third-Party Websites and Advertisements or their content, products, or services. Third-party advertising partners may collect information directly from you through cookies, pixels, or similar technologies when you interact with their content. Outskalr does not control these technologies or data collection practices.Your use of any Third-Party Websites and Advertisements is at your own risk. You are responsible for reviewing applicable terms, privacy policies, and data collection practices before engaging with any third-party service. Outskalr is not responsible for, and expressly disclaims all liability arising from, any transactions, communications, or disputes between you and any third party outside the Outskalr Platform, even if introduced or facilitated through the Services.
(b) App Stores. The availability of the Platform, Technology, or Services is dependent on third-party platforms, such as Apple’s App Store or Google Play (each, an “App Store”). This Agreement is between you and Outskalr, not the App Store. Outskalr is solely responsible for the Platform, Technology, or Services, including its content, maintenance, support, and compliance with applicable laws. The App Store has no responsibility for the Technology or Services. To use the Platform, Technology, or Services, you must have access to a wireless network and are responsible for any associated fees. Any additional charges imposed by an App Store are determined by that third party, and Outskalr is not responsible for such fees. Your use of the Platform, Technology, or Service is also subject to compliance with the applicable App Store’s terms and policies. You represent and warrant that you are not (i) located in a country subject to U.S., Canadian, or other applicable government embargoes or sanctions, and (ii) identified on any U.S. or Canadian government list of restricted or prohibited parties. You acknowledge that each App Store and its affiliates are third-party beneficiaries of this Agreement and have the right to enforce its terms. You acknowledge that Apple (and Apple’s subsidiaries) or Google (and its affiliates) have no obligation whatsoever to furnish any maintenance or support services with respect to the Technology or Services.
18. Transactions Involving Alcohol and Other Age-Restricted Products
Outskalr operates solely as a technology Platform that enables independent sales representatives (“Skalrs”) to connect with businesses (“Buildrs”) offering products and services, and buyers (“Dealrs”) who may purchase those offerings. Some Buildrs may sell products that are subject to federal, state, or local laws governing the sale, marketing, distribution, or consumption of alcohol or other age-restricted goods.
For example, a Buildr such as a local brewery may list its craft beer products on the Platform, a Skalr may promote and sell those beers to a local bar (the Dealr), and the bar may place an order directly with the brewery. In this scenario, the brewery (Buildr) remains solely responsible for complying with all applicable alcohol manufacturing, distribution, and sales laws—including licensing, labeling, delivery, and age verification requirements. Outskalr does not: Buy, sell, manufacture, store, transport, or deliver alcohol or any age-restricted products. Verify or guarantee any User’s compliance with state or local licensing laws, franchise or distribution restrictions, or supplier agreements. Act as a broker, wholesaler, or importer of record for any alcohol-related or age-restricted transaction.
All Users engaging in transactions involving alcohol or other age-restricted goods are solely responsible for ensuring compliance with applicable federal, state, and local laws, including but not limited to the following: Buildrs must hold all required licenses or permits to produce, distribute, or sell alcohol or restricted products and must comply with all labeling, packaging, and sale restrictions. Skalrs must comply with any rules governing promotional activity, solicitation, or commission-based sales of alcohol or restricted products, and must not engage in activities requiring a license they do not possess. Dealers must ensure that all purchases, possession, and resale (if applicable) comply with local laws, including verifying the legal drinking or consumption age of any end user, employee, or patron.
Outskalr does not verify, monitor, or assume liability for any User’s licensing status, business practices, or compliance with alcohol control or age-restriction laws. Users engaging in such transactions do so at their own risk and responsibility.
If Outskalr becomes aware that a User has violated applicable laws or Platform policies concerning alcohol or other age-restricted goods, Outskalr may, in its sole discretion, suspend or terminate access to the Platform or remove related listings without notice.
19. Indemnification
To the extent permitted by law, you agree to indemnify and hold harmless Outskalr and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation, legal and/or attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to, or resulting from (a) your User Content; (b) your misuse of the Technology or Services; (c) your breach of this Agreement or any representation, warranty, condition, or covenant in this Agreement; or (d) your violation of any applicable laws, rules, or regulations through or related to the use of the Technology or Services. In the event of any claim, allegation, suit, or proceeding alleging any matter potentially covered by the agreements in this Section 19, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and/or attorneys’ fees incurred by the Indemnified Party. Outskalr reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Outskalr in asserting any available defenses. This Section 19 does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Technology or Services. You agree that the provisions of this Section 19 will survive any termination of your account, this Agreement, or your access to the Technology and/or Services.
20. Disclaimer of Warranties
UNITED STATES FEDERAL LAW AND SOME STATES, AND OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 20 MAY NOT APPLY TO YOU. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE OUTSKALR PLATFORM, TECHNOLOGY, AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, TECHNOLOGY, AND SERVICES (INCLUDING ALL CONTENT, DATA, MATERIALS, AND FUNCTIONALITY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, OR NON-INFRINGEMENT.
OUTSKALR MAKES NO WARRANTY THAT: (a) THE PLATFORM, TECHNOLOGY, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY RESULTS OR BUSINESS OUTCOMES OBTAINED FROM THE USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS OR OBJECTIVES; (c) ANY INFORMATION OR CONTENT (INCLUDING USER-GENERATED CONTENT) PROVIDED THROUGH THE PLATFORM IS ACCURATE, RELIABLE, OR COMPLETE; OR (d) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
OUTSKALR DOES NOT CONTROL OR ENDORSE, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY USER-GENERATED CONTENT, PRODUCTS, SERVICES, INFORMATION, OR MATERIALS PROVIDED BY SKALRS, BUILDRS, DEALRS, OR OTHER THIRD PARTIES THROUGH THE PLATFORM. ANY TRANSACTIONS, COMMUNICATIONS, OR RELIANCE ON SUCH CONTENT ARE SOLELY BETWEEN THE RELEVANT USERS.
OUTSKALR DOES NOT WARRANT THAT THE PLATFORM, TECHNOLOGY, OR SERVICES ARE FREE OF VIRUSES, MALWARE, SECURITY BREACHES, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARDS TO PROTECT YOUR SYSTEMS AND DATA.
OUTSKALR MAY, AT ANY TIME AND WITHOUT NOTICE, MODIFY, SUSPEND, OR DISCONTINUE THE PLATFORM OR ANY PART OF THE SERVICES, AND SHALL NOT BE LIABLE FOR ANY RESULTING LOSS OF DATA, REVENUE, BUSINESS, OR OPPORTUNITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTSKALR DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO DATA LOSS, SERVICE INTERRUPTION, UNAUTHORIZED ACCESS, OR THIRD-PARTY CONDUCT.
21. Internet Delays
The Platform, Technology, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law and subject to the Non-Excludable Provisions, Outskalr is not responsible for any delays, delivery failures, damage, loss, injury, or other economic damage resulting from such problems.
22. Limitation of Liability
This Section 22 applies to the fullest extent permitted by applicable law. Certain provisions may not apply in jurisdictions that do not allow the exclusion or limitation of certain liabilities.
(a) United States Users
You acknowledge that Outskalr provides the Platform, Technology, and Services as a neutral marketplace to facilitate connections and transactions between independent Users (including Buildrs, Skalrs, and Dealrs). Outskalr does not control, direct, or guarantee any User’s conduct, product, service, or compliance with law. Accordingly, the limitations in this Section 22 allocate risk in a manner that enables Outskalr to provide the Services at low cost and broad availability.
(i) Cap on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, AGGREGATE LIABILITY OF OUTSKALR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE—SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO OUTSKALR DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS LIMIT IS CUMULATIVE AND NOT PER INCIDENT. THIS CAP ON LIABILITY SHALL APPLY FULLY TO RESIDENTS OF THE STATE OF NEW JERSEY IN THE UNITED STATES.
(ii) Disclaimer of Certain Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTSKALR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, DATA LOSS, REPUTATIONAL HARM, OR COMMERCIAL OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF OUTSKALR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, Outskalr shall have no liability for any (a) disputes, communications, or transactions between Users (including between Buildrs, Skalrs, and Dealrs); (b) errors or omissions in any User-provided information, listings, or representations; or (c) violations of law, licensing, or regulatory requirements by any User or third party.
THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY OUTSKALR’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY IN THE UNITED STATES.
(iii) Additional Allocation of Risk
The limitations and disclaimers in this Section 22 are a fundamental element of the basis of the bargain between you and Outskalr. The Services would not be provided without such limitations. You agree that these limitations apply even if any limited remedy fails for its essential purpose.
23. Governing Law and Exclusive Venue
(a) United States Users. If you are a United States User, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Outskalr agree that all claims and disputes arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising, Platform communications, agreements, or transactions regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be litigated in the United States District Court for the District in which you reside.
24. Termination
If you violate this Agreement, Outskalr may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.
In addition, at its sole discretion, Outskalr may modify or discontinue the Technology or Services, or may modify, suspend, or terminate your access to the Technology or the Services, for any reason (e.g., breach, fraud, inactivity, regulatory violation, or misuse.), with or without notice to you and without liability to you or any third party. Where required by law, we will provide you with written notice of the suspension or termination of your access to the Technology or the Services, including of the reasons which led us to take such action. You may terminate your account at any time. In addition to suspending or terminating your access to the Technology or the Services, Outskalr reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
25. Procedure for Making Claims of Copyright Infringement
It is Outskalr’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Outskalr by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the specific location on the Services of the material that you claim is infringing, including enough information to allow Outskalr to locate the material; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. This notice of a copyright infringement claim should be sent to Outskalr’s Customer Service email team@outskalr.com.
26. User Marketing Text Messages (United States Users Only)
This Section 26 applies only to Users located in the United States who voluntarily request, agree, sign up for, or otherwise consent to receive marketing or promotional communications (“Opt-In”).
By opting in, you authorize Outskalr to send you marketing communications, which may include text messages (SMS/MMS), emails, push notifications, or other electronic messages, including those sent using an automatic telephone dialing system, to the contact information you provide. These messages may include information about new Platform features, promotional opportunities, business resources, educational content for Skalrs and Buildrs, event invitations, partnership announcements, or special offers relevant to your role on the Outskalr Platform.
You are not required to Opt-In as a condition of registering for or using the Platform, and you may withdraw your consent at any time. You confirm that you are the subscriber or customary user of the phone number or email address provided and that you are authorized to give this consent. If your contact information changes (for example, if you change or deactivate your phone number), you agree to update your Outskalr account to help prevent messages from being inadvertently sent to others.
To stop receiving marketing text messages, reply to any such message with “STOP” or text “STOP” to the number from which you received the message. You may receive one additional text message confirming that your opt-out has been processed.
If you need help regarding marketing messages, reply “HELP” to any such message or contact Outskalr Support at team@outskalr.com.
Message and data rates may apply, and message frequency may vary based on your interactions with the Platform. Outskalr may suspend or discontinue marketing communications at any time, with or without notice.
For information on how Outskalr collects, uses, and protects your information, please review the Outskalr Privacy Policy. Carriers are not liable for delayed or undelivered messages.
27. General
(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Outskalr, and any third-party provider as a result of this Agreement or use of the Technology or Services.
(b) Choice of Law. This Agreement and any dispute arising from or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws principles and consistent with the Federal Arbitration Act.
(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
(d) No Waiver. Unless otherwise required by law, any delay or failure of either party to enforce or insist upon strict compliance with any provision of this Agreement or assert or exercise any right, power, or privilege under any provision of this Agreement shall not be construed as a waiver of such provision nor prevent that party thereafter from enforcing such provision or any other provision of this Agreement.
(e) User Complaints. If you have a complaint about the Services, please email us at team@outskalr.com.
(f) Notice. You agree that Outskalr may provide required notices or communications electronically, including by email, in-app messages, or postings within your account. You are responsible for keeping your contact information current. Notices you send to Outskalr must be submitted to team@outskalr.com.
(g) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Outskalr without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and ensures to the benefit of each party and the party’s successors and permitted assigns.
(h) Currency. Unless otherwise indicated, all monetary values displayed through the Platform or Services are in U.S. dollars (USD).
(i) Use Only Where Legally Allowed. You shall not access or use any portion of the
Services if you are not legally allowed to do so where you are located.
(j) Subcontracting. Outskalr may subcontract portions of its Services or Technology operation obligations under this Agreement without your prior written consent.
(k) Variation of Websites, Platform or Technology. We may from time to time vary, modify, or discontinue, temporarily or permanently, any or all of our websites or the Technology.
(l) Language Versions. You acknowledge and agree that the official language of these Terms is English for all other Users, and any other language version that we may make available is being provided only as a courtesy.
(m) Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement supersedes, amends, or modifies the terms of any separate written agreement between you and Outskalr relating to your services as an independent contractor, partner business, or other formal relationship.
28. Contact Information
Outskalr welcomes your questions or comments regarding this Agreement. Please email us at team@outskalr.com.
Terms of Service
Effective: October 4, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE (‘AGREEMENT,’ ‘TERMS,’ or ‘TERMS OF SERVICE’) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND OUTSKALR, INC. AS DEFINED BELOW.
1. Scope and Application of this Agreement
This Agreement governs your access to and use of the Outskalr Platform and Services and is between you and Outskalr, Inc., a Delaware corporation (‘Outskalr,’ ‘we,’ ‘us,’ or ‘our’). This Agreement also applies to any subsidiaries or affiliates of Outskalr, Inc. involved in providing the Services. These Terms of Service constitute a legal agreement between you and Outskalr, Inc. (and, where applicable, its subsidiaries and affiliates involved in providing the Services).
Certain provisions of this Agreement may apply differently depending on the country or region where you reside, register an account, or access and use the Platform. For clarity:
“United States User” means a User whose primary residence or principal place of business is located within the United States, including its territories and possessions such as Puerto Rico.
Outskalr may adjust, supplement, or localize certain terms, policies, or features of the Services to comply with local laws and regulations or to better serve Users in different jurisdictions. Where applicable, those localized terms will be clearly identified and will supersede any conflicting provisions of this Agreement for Users in the relevant jurisdiction.
2. Acceptance of this Agreement
Outskalr, Inc. (“Outskalr,” “we,” “our,” or “us”) operates an online marketplace and connection Platform designed to facilitate sales opportunities between independent sales representatives (“Skalrs”) and businesses offering products or services (“Buildrs”). Through the Outskalr Platform, Skalrs can discover and engage with Buildrs seeking sales representation, while Buildrs can expand their market reach through independent sales channels. In some cases, end Users or prospects (“Dealrs”) may also interact with the Platform to evaluate, inquire about, or complete purchases from Buildrs through Skalrs.
Outskalr’s technology (the “Platform” or “Services”) enables users to:
(a) create profiles, list or promote products and services, and connect with compatible partners;
(b) manage communications, leads, transactions, and commission-based arrangements; and
(c) access related tools, analytics, and informational content provided by Outskalr.
Outskalr is not a party to any transaction between Skalrs, Buildrs, or Dealrs, and does not buy, sell, manufacture, or guarantee any products or services offered on the Platform. Outskalr’s role is limited to providing the technology and infrastructure that allow users to connect, communicate, and complete independent commercial arrangements.
By accessing or using the Platform, you agree to be bound by these Terms of Service and all incorporated policies, including the Privacy Policy. If you do not agree, you may not access or use the Platform.
If you access our websites located at www.outskalr.com install or use the Outskalr. mobile application, install or use any other technology supplied by Outskalr. (collectively, the “Technology”), access or use any information, function, feature, or service made available or enabled by Outskalr. (collectively, the “Services,” which includes the Technology), click or tap a button or take similar action to signify your affirmative acceptance of this Agreement, or complete the Outskalr. account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at www.outskalr.com or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Outskalr.; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for whom you have created an account or been named as the User during the Outskalr. account registration process and to bind such organizations to the Agreement.
The specific Services or information available to you may vary based on your account type, user role, geographic location, and the features or integrations you choose to use. A certain function, feature, or Service (y) available to one User may not be available to all Users or at all times, and (z) may only be available in the latest version of the Outskalr. mobile application. “User” means any individual or other person who accesses or uses the Services with or without an account (whether directly or through tools, services, or other means), including, without limitation, any organization that registers an account or otherwise accesses or uses the Services through its respective employees, agents, or representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.
3. User Roles
“Skalrs” are independent sales representatives using the Platform to discover and manage opportunities. “Buildrs” are businesses offering products or services seeking sales representation. “Dealrs” are end Users or prospects who may evaluate, inquire about, or purchase from Buildrs through Skalrs. Collectively, all parties are referred to as “Users.”
4. Account Eligibility and Registration
To use certain features of the Platform, you must register for an account and provide accurate, current, and complete information. By creating an account or otherwise using the Services, you represent and warrant that:
You are at least 18 years old (or the age of majority in your jurisdiction);
You have the legal capacity to enter into binding contracts;
If you are registering on behalf of a company or organization, you have authority to bind that entity to this Agreement; and
You will maintain and promptly update your account information to ensure it remains accurate and complete.
Outskalr may, in its sole discretion, refuse to create an account, suspend access, or terminate your use of the Services if it determines that you have violated these Terms, provided false information, or otherwise pose a risk to the integrity of the Platform.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you believe your account has been compromised, you must notify Outskalr immediately at team@outskalr.com.
5. Modifications
Outskalr reserves the right to modify the Terms of Service of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at www.outskalr.com or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Platform, Technology, or Services.
6. Additional Terms and Policies
By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Outskalr’s Privacy Policy. You also agree to abide by any additional Outskalr terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional Terms of Service, which, to the extent permitted by applicable law, are incorporated herein by reference.
7. Rules and Prohibitions
Without limiting other rules and prohibitions in this Agreement, by using or accessing the Services (whether or not you have created an account or are logged into an account), you agree that:
(a) You will only use or access the Services for lawful purposes and you will not use or attempt to use the Services under false pretenses or for sending or storing any unlawful material or for deceptive or fraudulent purposes.
(b) You will only use or access the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.
(c) You will only use or access the Services using means explicitly authorized by Outskalr. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Technology for your device. We reserve the right to terminate your use of the Technology and/or Services if you are using the Technology or Services with an incompatible or unauthorized device.
(d) You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.
(e) You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.
(f) You will not use or attempt to use the Services, or any content accessible through the Services (including content accessible without being logged into your account), for any commercial purpose, including but not limited to contacting, soliciting, or spamming any Skalr, Buildr, Dealr, or User outside the intended use of the Platform.
(g) You will not use or attempt to use the Services or content accessible through the Services without Outskalr’s prior written consent in connection with the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or providing archived or cached data sets containing content accessible through the Services to another person or entity.
(h) You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services, including any reviews or Merchants’ menu content or catalogs, for republication in any format or media.
(i) You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.
(j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
(k) You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.
(l) You will use the Platform, Technology, and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed through the Services (including content accessible without being logged into your account) to a third party.
(m) You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any Outskalr server or the networks connected to any Outskalr server.
(n) You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any Outskalr server.
(o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Outskalr may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.
(p) You will not use, access, or collect content, data, information, or materials published or available on the Services—including, but not limited to, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations—using automated means unless Outskalr has given you prior permission to do so in writing.
(q) You will not deep-link to our websites or access our websites manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, and/or device to scrape, copy, index, frame, or monitor any portion of our Services or websites or any content on or available through our Services or websites, and you will not attempt any of the foregoing.
(r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services (including content accessible without being logged into your account), and you will not attempt any of the foregoing.
(s) You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Skalrs, Buildrs, Dealrs, Outskalr, Outskalr employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.
(t) You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that Outskalr deems inappropriate when using the Services.
(u) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.
(v) You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.
(w) Your participation in using and access to the Services is for your sole, personal, or internal business use.
(x) You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered and you will return any order mistakenly delivered to you if requested by Outskalr or a Buildr.
(y) You will not, in connection with your use of the Services and/or the Outskalr Platform: (i) ask a Skalr to purchase or deliver any goods or perform any services not ordered through the Outskalr Platform; or (ii) give or offer to give any goods to a Skalr related to your Outskalr order.
In the event that we believe or determine that you have breached any of the aforementioned or any other provision of these Terms, we reserve the right to suspend and/or permanently deactivate your account or take other appropriate action at our sole discretion. Where required by law, we will provide you with written notice of the suspension or deactivation of your account, including the reasons which led us to take such action. Engaging in any prohibited use of the Services may result in criminal, civil, and/or administrative penalties, fines, or sanctions against the User and those assisting the User.
8. Skalrs and Buildrs Are Independent
You acknowledge and agree that Outskalr operates solely as a technology Platform that facilitates connections and communications between independent sales representatives (“Skalrs”) and independent businesses (“Buildrs”). Skalrs use the Platform to discover and manage sales opportunities, while Buildrs use the Platform to promote their products or services and engage with Skalrs to expand their sales reach. Outskalr does not buy, sell, manufacture, distribute, or take ownership of any product or service offered by Buildrs, nor does it act as an agent, broker, or representative of any Skalr or Buildr. Each Skalr and Buildr operates as an independent entity or contractor, and no relationship of employment, partnership, joint venture, or agency exists between Outskalr and any User. Outskalr does not control or guarantee any aspect of the transactions, engagements, or communications between Skalrs, Buildrs, or Dealrs. Outskalr does not evaluate or endorse the quality, legality, performance, or suitability of any product, service, or business opportunity listed on the Platform, nor does it verify the qualifications, representations, or compliance of any User with applicable laws or industry standards. Outskalr is not in the delivery business, does not provide delivery services, and is not a common carrier. Any delivery, pickup, or preparation times displayed through the Services are purely estimates and do not represent a promise, commitment, or guarantee by Outskalr. Information, listings, and materials (including descriptions, images, or promotional content) provided through the Platform are supplied by Users, not by Outskalr. Outskalr does not verify or guarantee the accuracy of such content and assumes no liability for errors, omissions, or misrepresentations made by Users. Outskalr does not take possession, control, or title to any product, service, or intellectual property involved in any transaction between Users. Any agreements, commissions, payments, or contractual terms between Skalrs and Buildrs are the sole responsibility of those parties. Outskalr is not a party to those agreements and will not be liable for any disputes, losses, or damages arising from them. Outskalr does not, and shall not be deemed to, direct, supervise, or control any Skalr or Buildr in connection with their activities or relationships on the Platform. Each User determines its own terms, and methods of operation.
9. User Account
You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account or through your device. You agree that you shall accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Accounts are intended for business or professional use only. Should you suspect that any unauthorized party may be using your password or account, you will notify Outskalr immediately. Outskalr will not be liable, and you may be liable for losses, damages, liability, expenses, and fees incurred by Outskalr or a third party arising from someone else using your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Outskalr has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Outskalr has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed from the Outskalr Platform by Outskalr or if you have been previously banned from use of the Services.
10. User Content
(a) User Content. Outskalr may provide you with interactive opportunities through the Services, including, by way of example, the ability to post content on the Outskalr Platform or otherwise provide to Outskalr Ratings and Reviews (each as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on Outskalr, including Outskalr’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, Outskalr, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that Outskalr may publish from time to time. You hereby grant Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use the User Content in connection with Outskalr’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant Outskalr a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You acknowledge, however, that Outskalr has no obligation to attribute any User Content to you in connection with any Use. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Outskalr herein shall survive termination of the Services or your account. Outskalr reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Outskalr may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at Outskalr’s sole discretion. Outskalr may also access, read, preserve, and disclose any information as Outskalr reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Skalr, or Buildr support requests; or protect the rights, property, or safety of Outskalr, our Users, and the public. We may aggregate your publicly viewable User Content and certain other information about you onto a User profile viewable by anyone, which you can choose to make public (meaning your publicly viewable User Content will be displayed on your profile) or restricted (meaning only certain information about you and your User Content will be displayed on your profile, such as the number of Reviews and photos you’ve submitted but not their contents).
(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Outskalr through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that Outskalr has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent that you rate or post reviews of Users, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by Outskalr and do not represent the views of Outskalr or its affiliates. Outskalr shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) you will base any Rating or Review on first-hand experience with the Skalr or Buildr; (ii) you will not provide a Rating or Review for any Skalr, Buildr, or Dealr with whom you have a financial interest, ownership stake, employment, partnership, or other relationship that could reasonably be seen as creating a conflict of interest, including any direct competitor of that User; (iii) you will not submit a Rating or Review in exchange for payment, Reciprocal or coordinated reviews between Users, Posting false or exaggerated statements about sales performance or business opportunities, or other benefits from a Skalr or Buildr; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; (v) your Rating or Review will comply with the terms of this Agreement; (vi) we may decide to not publish, display, or otherwise make available your Rating or Review for any reason in our sole discretion; (vii) any Rating or Review you submit will comply with our Content Guidelines; (viii) a Rating, Review, or photo displayed in connection with a transaction, engagement, or business experience may reflect an in-person dining experience; and (ix) a Rating, Review, or photo may not have originally been submitted on the Outskalr Platform and/or may not have been submitted by a Outskalr User. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in Outskalr’s sole discretion, as we deem necessary or appropriate.
If you believe that any User Content infringes your intellectual property rights, please contact us at team@outskalr.com with sufficient details for review. Outskalr may remove or disable access to allegedly infringing material in accordance with applicable law.
11. Communications with Outskalr
By creating an Outskalr account or using the Technology or Services, you agree to: (a) accept and receive communications from or on behalf of Outskalr, Skalrs, Buildrs, Dealrs, and/or third parties providing services to you or Outskalr, including via email, text message, direct message, chat, and calls, to the contact information you provide to Outskalr when registering an account or using the Technology or Services; and (b) receive communications via push notification or in-app messages in the Outskalr mobile application. Further, you understand and agree that you may receive communications (including calls, text messages, emails, or other electronic notifications) that may be generated by an automatic telephone dialing system and/or contain prerecorded or automated messages, sent by or on behalf of Outskalr or other Users for purposes related to your use of the Platform. Such communications may include, without limitation, notifications about new opportunities, deal updates, account activity, security alerts, Platform announcements, or other information related to your participation in the Services. Message and data rates may apply, and message frequency may vary based on your interaction with the Platform and communication preferences. You may opt out of non-essential automated communications by following the unsubscribe or opt-out instructions provided in the message, though certain service-related or security communications may still be required to maintain your account. The communications in this Section 11 may include, without limitation, commercial or marketing messages, transactional or relationship messages (e.g., messages about the availability of our services (e.g., interruptions in service), security and/or fraud (e.g., password reset messages), safety, responses to communications initiated by you, updates to policies/legal agreements (e.g., privacy policies, terms of service)), newsletters, and messages relating to research, political advocacy, or customer support (those initiated by you and by us). You acknowledge that receiving commercial or marketing messages or calls is not a requirement or condition for you to use the Services. For purposes of clarity, any message (including text message) or call you may receive from us, a Skalr, Buildr, or Dealr regarding a sales opportunity, engagement, or transaction is a transactional message, not a commercial, marketing, or promotional message or call. If there are changes to your contact information (e.g., email address, phone number), you agree to update your account to help prevent or limit Outskalr inadvertently communicating with someone else.
The opt-out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent). Please see the following for more information:
For email communications that permit opting out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For transactional or relationship email messages, the only opt-out option is to delete your account.
For push notifications, you can toggle or slide off these notifications in the mobile application.
To opt out of all communications, the only option is to delete your account.
Review the Outskalr Privacy Policy for more information about Outskalr’s privacy practices, contact information, and opt-out options.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Outskalr or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.
12. Electronic Records
By creating an Outskalr account or using the Technology or Services, you consent to the use of electronic records and signatures. You agree that all Terms of Service, agreements, notices, disclosures, and other communications that Outskalr provides electronically satisfy any legal requirement that such communications be in writing. This consent applies to all communications and records that we are legally required to provide to you in connection with your use of the Platform and Services.
You may withdraw your consent to receive electronic records by contacting Outskalr at team@outskalr.com. If you withdraw consent, we may terminate or limit your ability to use the Services to the extent we are unable to provide them without electronic records.
To view and retain a copy of this Agreement, you will need (a) a device such as a computer or mobile phone with a web browser and Internet access, and (b) either a printer or storage space on such device. You agree to keep your contact information, including your email address, current. This paragraph does not affect your statutory rights.
13. Intellectual Property Ownership
Outskalr alone (and its licensors, where applicable) owns all right, title, and interest, including all related intellectual property rights, in and to the Technology, Platform, and Services. This Agreement is not a sale and does not convey to you any ownership rights in or related to the Technology, Platform, or Services, or any intellectual property rights owned by Outskalr.
Subject to your compliance with this Agreement, Outskalr grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services for their intended business purposes.
Outskalr names, logos, and product names associated with the Platform, Technology, or Services are trademarks of Outskalr or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.
You agree that Outskalr may use any feedback, ideas, or suggestions you provide regarding the Services without restriction or compensation.
14. Pricing, Commissions and Fees
(a) Prices, Commissions and Charges. You understand and agree that: (i) The prices, commissions, or rates displayed through the Outskalr Platform are determined by the participating Buildrs and may differ from those offered or published by such Buildrs through other channels, third-party platforms, or direct sales. Prices, commissions, and promotional rates shown on the Platform may change at any time without prior notice. Outskalr does not guarantee that the prices or commission rates listed on the Platform represent the lowest available or prevailing rates in the market.
(ii) Outskalr does not set, control, or guarantee the pricing, discounts, or commission structures offered by Buildrs or agreed to by Skalrs. Unless otherwise expressly stated in writing, Outskalr has no obligation to itemize its Platform, service, or transaction fees or disclose its margins.
(iii) For certain transactions, the estimated totals shown during checkout, proposal review, or commission calculation may differ from the final amount due once the transaction is completed, verified, or adjusted. You authorize Outskalr and its payment processors to temporarily place a hold or authorization on your payment method for an estimated amount that may exceed the final total, and to settle the final amount once all applicable fees, commissions, and adjustments have been confirmed.
(iv) You are solely responsible for all applicable taxes, including sales tax, value-added tax (VAT), use tax, or other transaction-based taxes imposed in connection with your use of the Services. Outskalr may, when required by law, collect and remit such taxes on behalf of Users and adjust charges accordingly. Outskalr’s service fees and other amounts payable are exclusive of any applicable taxes, which may be added to your total charge.
(v) All payments on the Outskalr Platform are processed by Outskalr and/or its designated third-party payment processors using the payment method associated with your account. If your payment method fails or your details change, Outskalr may use updated information provided by your bank, card issuer, or payment provider to complete transactions and prevent interruption of Services. You agree to maintain accurate and current billing and payment information at all times.
(vi) Any commissions, bonuses, or performance-based payments between Skalrs and Buildrs are governed by the commercial terms agreed upon between those parties. Outskalr facilitates the processing and reporting of such transactions but is not a party to or guarantor of any underlying commercial agreement, commission entitlement, or payment obligation between Users.
(b) Strikethrough Pricing. Outskalr may use strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). Outskalr does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. Outskalr may also rely on Buildrs or a third party to provide information about the regular or former price of items offered by those Buildrs or a third party, and Outskalr’s strikethrough price therefore may represent the price that Outskalr, a Buildr, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time.
(c) Refunds
(i) United States. Fees, commissions, or other charges paid to or through Outskalr for completed deals, introductions, or transactions facilitated on the Platform are final and non-refundable, except as otherwise required by law.
Outskalr is not obligated to issue refunds or credits for any reason. However, Outskalr may, at its sole discretion, issue a courtesy credit or adjustment (for example, in the event of a verified technical error, payment processing issue, or confirmed duplicate transaction). Any such credit is discretionary, has no cash value, and may be revoked or expire at Outskalr’s discretion.
If a Skalr or Buildr fails to complete an agreed action necessary to process or verify a transaction (for example, confirming a deal, submitting required information, or validating delivery of results), Outskalr may classify the transaction as undeliverable or incomplete, and associated fees may remain non-refundable. In such cases, Outskalr may, at its discretion, assess an Administrative Fee or withhold payment to cover associated costs of verification, dispute handling, or Platform misuse.
Users acknowledge that Outskalr’s fees compensate for access to the Platform, network facilitation, and related administrative services not for guaranteed deal performance or sales outcomes.
(d) Promotional Offers. Outskalr, at its sole discretion, may make promotional offers or provide discounts, credits, or other benefits with different features and different pricing to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended recipient, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by Outskalr; (iii) are subject to the specific terms that Outskalr establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer. Outskalr reserves the right to withhold or deduct credits or benefits obtained through a promotion, or to charge additional amounts that would have applied to the transaction had the promotion not applied, in the event that Outskalr determines or believes on reasonable grounds that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Where required by law, we will provide you with written notice of any such withholding or deduction, including the reasons which led us to take such action. Outskalr reserves the right to modify or cancel an offer at any time.
(f) Platform and Services Fees. Outskalr may charge fees to Users for access to or use of the Platform, including but not limited to service fees, transaction commissions, subscription fees, or administrative fees (collectively, “Fees”). These Fees may vary based on factors such as the User type (Skalr or Buildr), deal volume, account tier, geographic location, or usage level. Outskalr reserves the right to change, introduce, or discontinue any Fee at any time, in its sole discretion, as necessary or appropriate for our business operations or to comply with applicable law. Updated Fee terms will take effect upon posting to the Platform or upon direct notification to affected Users. For Buildrs: Outskalr may charge commissions or other service fees on completed transactions or confirmed deals facilitated through the Platform. For Skalrs: Outskalr may deduct a service or processing fee from amounts payable for completed deals or other transactions processed through the Platform. All Fees are non-refundable, except where required by law or expressly stated otherwise in writing by Outskalr. Fees charged by Outskalr are for the use of the Platform and related facilitation services, not for any right to access, install, or license specific software or technology. Outskalr may, where legally required, charge or collect applicable taxes, processing fees, or regulatory surcharges associated with use of the Platform. Users are responsible for any additional taxes or reporting obligations arising from their individual earnings or transactions.
(g) Checkout Partners. Outskalr may provide certain checkout or payment-related services to third-party partners or Buildrs outside of the Outskalr Platform to facilitate or verify the completion of transactions (“Checkout Partners”). If you complete a transaction directly with a Checkout Partner and we determine that you are a registered Outskalr User, we may share limited information about you such as payment credentials, business identifiers, or transaction references with that Checkout Partner to process the transaction, confirm payment, or verify related commissions. Outskalr will share only the minimum amount of information necessary to complete or validate the transaction and will do so in accordance with its Privacy Policy. Any transaction conducted with a Checkout Partner is governed by that partner’s own terms of service and privacy policy. Outskalr is not a party to such transactions and is not responsible for the Checkout Partner’s handling or processing of your information. Questions or disputes regarding such transactions should be directed to the Checkout Partner or your payment provider.
15. Subscriptions (U.S. Only)
(a) Overview. Outskalr may offer optional, auto-renewing subscription plans for Skalrs and/or Buildrs (each, a “Subscription”). Subscriptions grant access to designated features or benefits as described at purchase (the “Subscription Benefits”).
(b) Billing & Auto-Renewal. Subscriptions are billed in advance on a recurring monthly, quarterly, or annual basis until canceled. BY SUBSCRIBING, YOU AUTHORIZE OUTSKALR TO CHARGE THE THEN-CURRENT SUBSCRIPTION PRICE AND APPLICABLE TAXES TO YOUR SAVED PAYMENT METHOD AT EACH RENEWAL UNTIL YOU CANCEL. Prices and available plans may change as set out in Section (g).
(c) Free Trials & Promotions. From time to time, Outskalr may offer some Users trial or other promotional subscriptions. Such trial or promotional subscriptions are available only for Users who have not previously subscribed. If Outskalr offers a free trial or promotional subscription, it will run for the period stated at sign-up and will automatically convert to a paid subscription at the then-current rate for the plan you selected, unless you cancel before the trial ends. By enrolling in a trial, you authorize Outskalr to charge your saved payment method for the applicable subscription fee and any taxes once the trial period expires, unless you cancel beforehand. Only one trial or promotional offer is available per User or account unless expressly stated otherwise. If you cancel before the trial period ends, you will not be charged. Once converted to a paid plan, standard billing and renewal terms will apply. Outskalr reserves the right to limit, modify, or revoke any free trial or promotional offer at any time.
(d) Cancellation. You can cancel at any time through your account settings. Cancellation takes effect at the end of your current billing period; no refunds or credits for partial periods unless required by law or expressly stated otherwise.
(e) Taxes; Third-Party Fees. We may collect applicable taxes and pass-through payment processing charges where required. You are responsible for any additional taxes arising from your own use of the Services.
(f) No Transfers. Subscriptions are non-transferable and may be used only by the account
holder.
(g) Changes to Plans or Pricing. We may modify Subscription features or pricing prospectively. We’ll provide notice of price increases or material changes and give you an opportunity to cancel before they take effect. Your continued use after the effective date constitutes acceptance.
(h) Compliance with Auto-Renewal Laws. Outskalr will provide clear pre-purchase disclosures, obtain affirmative consent to auto-renew, send a post-purchase confirmation, and maintain an easy-to-use online cancellation method, in accordance with applicable U.S. auto-renewal laws.
16. Arbitration Agreement
THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
Please read this Section 16 carefully. It requires that any and all disputes or claims between you and Outskalr be resolved by binding arbitration or in small claims court, rather than in traditional court proceedings. This means that you and Outskalr each waive the right to a jury trial and agree that disputes will be decided by a neutral arbitrator, not a judge or jury. You also agree that you will not participate in a class action, collective action, or similar representative proceeding against Outskalr in any forum. All claims must be brought individually, in your own name, and not on behalf of others. This Section applies to all Users located in the United States and governs all disputes or claims arising out of or relating to your use of the Outskalr Platform, your relationship with Outskalr, or this Agreement—whether based in contract, tort, statute, or any other legal theory. Before beginning arbitration, both you and Outskalr agree to attempt to resolve disputes through good-faith informal discussions as described in Section 16(b). Arbitration under this Section is governed by the Federal Arbitration Act (FAA) and administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement.
(a) Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be resolved by binding arbitration, rather than in court, except as otherwise required by law—such as individual claims for sexual assault or sexual harassment arising from use of the Services by United States Users—or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Outskalr may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Outskalr may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court or tribunal if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND OUTSKALR AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
IF YOU AGREE TO ARBITRATION WITH OUTSKALR, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST OUTSKALR IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
(b) Informal Resolution. You and Outskalr agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Outskalr therefore agree that, before either you or Outskalr demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (you and Outskalr) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Outskalr that you intend to initiate an informal dispute resolution conference, email team@outskalr.com, providing your name, telephone number associated with your Outskalr account (if any), the email address associated with your Outskalr account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.
(c) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (FAA). Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement. The arbitration may be conducted by video conference, phone, or in person in the county where you live. Outskalr will pay any portion of the arbitration filing or administrative fees that exceed what you would otherwise pay to file a case in court, consistent with AAA’s Consumer Rules. If the arbitrator finds that you cannot afford your share of the fees, Outskalr will pay them. All arbitration proceedings, including filings and awards, will remain confidential to the fullest extent permitted by law. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.
(d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to Section 16(f) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court.
The arbitration will decide the rights and liabilities, if any, of you and Outskalr. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. The arbitrator may reasonably limit discovery to ensure the process remains efficient and proportionate. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Outskalr.
(e) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Outskalr are instead electing to have all disputes resolved by binding arbitration, except as specified in Section 16(a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(f) Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 16(a) OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 16(f) is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Outskalr from settling claims on a class, collective, or representative basis. To the extent permitted by law (after taking into account FAA preemption), the parties waive the right to seek public injunctive relief. If the right to seek public injunctive relief cannot be waived, and a party seeks public injunctive relief in any form, then that request for public injunctive relief (and only that request for public injunctive relief) shall be severed from the rest of any claim (including any other relief or remedies associated with that claim) and any other claims in the action. The severed request for public injunctive relief shall be resolved in court after the arbitration of the remainder of the claim associated with that request for public injunctive relief and any other claims in the action.
(g) Survival. This Arbitration Agreement will survive any termination of your relationship with Outskalr.
(h) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Outskalr makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Outskalr.
(i) Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.
17. Third-Party Interactions
(a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications"), and advertisements ("Third-Party Advertisements") (collectively, "Third-Party Websites and Advertisements"). When you access these Third-Party Websites and Advertisements, you acknowledge that you are leaving Outskalr’s Platform and will be subject to the terms, conditions, and privacy policies of the respective third parties. Outskalr does not control, endorse, review, or assume responsibility for any Third-Party Websites and Advertisements or their content, products, or services. Third-party advertising partners may collect information directly from you through cookies, pixels, or similar technologies when you interact with their content. Outskalr does not control these technologies or data collection practices.Your use of any Third-Party Websites and Advertisements is at your own risk. You are responsible for reviewing applicable terms, privacy policies, and data collection practices before engaging with any third-party service. Outskalr is not responsible for, and expressly disclaims all liability arising from, any transactions, communications, or disputes between you and any third party outside the Outskalr Platform, even if introduced or facilitated through the Services.
(b) App Stores. The availability of the Platform, Technology, or Services is dependent on third-party platforms, such as Apple’s App Store or Google Play (each, an “App Store”). This Agreement is between you and Outskalr, not the App Store. Outskalr is solely responsible for the Platform, Technology, or Services, including its content, maintenance, support, and compliance with applicable laws. The App Store has no responsibility for the Technology or Services. To use the Platform, Technology, or Services, you must have access to a wireless network and are responsible for any associated fees. Any additional charges imposed by an App Store are determined by that third party, and Outskalr is not responsible for such fees. Your use of the Platform, Technology, or Service is also subject to compliance with the applicable App Store’s terms and policies. You represent and warrant that you are not (i) located in a country subject to U.S., Canadian, or other applicable government embargoes or sanctions, and (ii) identified on any U.S. or Canadian government list of restricted or prohibited parties. You acknowledge that each App Store and its affiliates are third-party beneficiaries of this Agreement and have the right to enforce its terms. You acknowledge that Apple (and Apple’s subsidiaries) or Google (and its affiliates) have no obligation whatsoever to furnish any maintenance or support services with respect to the Technology or Services.
18. Transactions Involving Alcohol and Other Age-Restricted Products
Outskalr operates solely as a technology Platform that enables independent sales representatives (“Skalrs”) to connect with businesses (“Buildrs”) offering products and services, and buyers (“Dealrs”) who may purchase those offerings. Some Buildrs may sell products that are subject to federal, state, or local laws governing the sale, marketing, distribution, or consumption of alcohol or other age-restricted goods.
For example, a Buildr such as a local brewery may list its craft beer products on the Platform, a Skalr may promote and sell those beers to a local bar (the Dealr), and the bar may place an order directly with the brewery. In this scenario, the brewery (Buildr) remains solely responsible for complying with all applicable alcohol manufacturing, distribution, and sales laws—including licensing, labeling, delivery, and age verification requirements. Outskalr does not: Buy, sell, manufacture, store, transport, or deliver alcohol or any age-restricted products. Verify or guarantee any User’s compliance with state or local licensing laws, franchise or distribution restrictions, or supplier agreements. Act as a broker, wholesaler, or importer of record for any alcohol-related or age-restricted transaction.
All Users engaging in transactions involving alcohol or other age-restricted goods are solely responsible for ensuring compliance with applicable federal, state, and local laws, including but not limited to the following: Buildrs must hold all required licenses or permits to produce, distribute, or sell alcohol or restricted products and must comply with all labeling, packaging, and sale restrictions. Skalrs must comply with any rules governing promotional activity, solicitation, or commission-based sales of alcohol or restricted products, and must not engage in activities requiring a license they do not possess. Dealers must ensure that all purchases, possession, and resale (if applicable) comply with local laws, including verifying the legal drinking or consumption age of any end user, employee, or patron.
Outskalr does not verify, monitor, or assume liability for any User’s licensing status, business practices, or compliance with alcohol control or age-restriction laws. Users engaging in such transactions do so at their own risk and responsibility.
If Outskalr becomes aware that a User has violated applicable laws or Platform policies concerning alcohol or other age-restricted goods, Outskalr may, in its sole discretion, suspend or terminate access to the Platform or remove related listings without notice.
19. Indemnification
To the extent permitted by law, you agree to indemnify and hold harmless Outskalr and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation, legal and/or attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to, or resulting from (a) your User Content; (b) your misuse of the Technology or Services; (c) your breach of this Agreement or any representation, warranty, condition, or covenant in this Agreement; or (d) your violation of any applicable laws, rules, or regulations through or related to the use of the Technology or Services. In the event of any claim, allegation, suit, or proceeding alleging any matter potentially covered by the agreements in this Section 19, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and/or attorneys’ fees incurred by the Indemnified Party. Outskalr reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Outskalr in asserting any available defenses. This Section 19 does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Technology or Services. You agree that the provisions of this Section 19 will survive any termination of your account, this Agreement, or your access to the Technology and/or Services.
20. Disclaimer of Warranties
UNITED STATES FEDERAL LAW AND SOME STATES, AND OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 20 MAY NOT APPLY TO YOU. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE OUTSKALR PLATFORM, TECHNOLOGY, AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, TECHNOLOGY, AND SERVICES (INCLUDING ALL CONTENT, DATA, MATERIALS, AND FUNCTIONALITY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, OR NON-INFRINGEMENT.
OUTSKALR MAKES NO WARRANTY THAT: (a) THE PLATFORM, TECHNOLOGY, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY RESULTS OR BUSINESS OUTCOMES OBTAINED FROM THE USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS OR OBJECTIVES; (c) ANY INFORMATION OR CONTENT (INCLUDING USER-GENERATED CONTENT) PROVIDED THROUGH THE PLATFORM IS ACCURATE, RELIABLE, OR COMPLETE; OR (d) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
OUTSKALR DOES NOT CONTROL OR ENDORSE, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY USER-GENERATED CONTENT, PRODUCTS, SERVICES, INFORMATION, OR MATERIALS PROVIDED BY SKALRS, BUILDRS, DEALRS, OR OTHER THIRD PARTIES THROUGH THE PLATFORM. ANY TRANSACTIONS, COMMUNICATIONS, OR RELIANCE ON SUCH CONTENT ARE SOLELY BETWEEN THE RELEVANT USERS.
OUTSKALR DOES NOT WARRANT THAT THE PLATFORM, TECHNOLOGY, OR SERVICES ARE FREE OF VIRUSES, MALWARE, SECURITY BREACHES, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARDS TO PROTECT YOUR SYSTEMS AND DATA.
OUTSKALR MAY, AT ANY TIME AND WITHOUT NOTICE, MODIFY, SUSPEND, OR DISCONTINUE THE PLATFORM OR ANY PART OF THE SERVICES, AND SHALL NOT BE LIABLE FOR ANY RESULTING LOSS OF DATA, REVENUE, BUSINESS, OR OPPORTUNITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTSKALR DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO DATA LOSS, SERVICE INTERRUPTION, UNAUTHORIZED ACCESS, OR THIRD-PARTY CONDUCT.
21. Internet Delays
The Platform, Technology, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law and subject to the Non-Excludable Provisions, Outskalr is not responsible for any delays, delivery failures, damage, loss, injury, or other economic damage resulting from such problems.
22. Limitation of Liability
This Section 22 applies to the fullest extent permitted by applicable law. Certain provisions may not apply in jurisdictions that do not allow the exclusion or limitation of certain liabilities.
(a) United States Users
You acknowledge that Outskalr provides the Platform, Technology, and Services as a neutral marketplace to facilitate connections and transactions between independent Users (including Buildrs, Skalrs, and Dealrs). Outskalr does not control, direct, or guarantee any User’s conduct, product, service, or compliance with law. Accordingly, the limitations in this Section 22 allocate risk in a manner that enables Outskalr to provide the Services at low cost and broad availability.
(i) Cap on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, AGGREGATE LIABILITY OF OUTSKALR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE—SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO OUTSKALR DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS LIMIT IS CUMULATIVE AND NOT PER INCIDENT. THIS CAP ON LIABILITY SHALL APPLY FULLY TO RESIDENTS OF THE STATE OF NEW JERSEY IN THE UNITED STATES.
(ii) Disclaimer of Certain Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTSKALR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, DATA LOSS, REPUTATIONAL HARM, OR COMMERCIAL OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF OUTSKALR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, Outskalr shall have no liability for any (a) disputes, communications, or transactions between Users (including between Buildrs, Skalrs, and Dealrs); (b) errors or omissions in any User-provided information, listings, or representations; or (c) violations of law, licensing, or regulatory requirements by any User or third party.
THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY OUTSKALR’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY IN THE UNITED STATES.
(iii) Additional Allocation of Risk
The limitations and disclaimers in this Section 22 are a fundamental element of the basis of the bargain between you and Outskalr. The Services would not be provided without such limitations. You agree that these limitations apply even if any limited remedy fails for its essential purpose.
23. Governing Law and Exclusive Venue
(a) United States Users. If you are a United States User, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Outskalr agree that all claims and disputes arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising, Platform communications, agreements, or transactions regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be litigated in the United States District Court for the District in which you reside.
24. Termination
If you violate this Agreement, Outskalr may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.
In addition, at its sole discretion, Outskalr may modify or discontinue the Technology or Services, or may modify, suspend, or terminate your access to the Technology or the Services, for any reason (e.g., breach, fraud, inactivity, regulatory violation, or misuse.), with or without notice to you and without liability to you or any third party. Where required by law, we will provide you with written notice of the suspension or termination of your access to the Technology or the Services, including of the reasons which led us to take such action. You may terminate your account at any time. In addition to suspending or terminating your access to the Technology or the Services, Outskalr reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
25. Procedure for Making Claims of Copyright Infringement
It is Outskalr’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Outskalr by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the specific location on the Services of the material that you claim is infringing, including enough information to allow Outskalr to locate the material; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. This notice of a copyright infringement claim should be sent to Outskalr’s Customer Service email team@outskalr.com.
26. User Marketing Text Messages (United States Users Only)
This Section 26 applies only to Users located in the United States who voluntarily request, agree, sign up for, or otherwise consent to receive marketing or promotional communications (“Opt-In”).
By opting in, you authorize Outskalr to send you marketing communications, which may include text messages (SMS/MMS), emails, push notifications, or other electronic messages, including those sent using an automatic telephone dialing system, to the contact information you provide. These messages may include information about new Platform features, promotional opportunities, business resources, educational content for Skalrs and Buildrs, event invitations, partnership announcements, or special offers relevant to your role on the Outskalr Platform.
You are not required to Opt-In as a condition of registering for or using the Platform, and you may withdraw your consent at any time. You confirm that you are the subscriber or customary user of the phone number or email address provided and that you are authorized to give this consent. If your contact information changes (for example, if you change or deactivate your phone number), you agree to update your Outskalr account to help prevent messages from being inadvertently sent to others.
To stop receiving marketing text messages, reply to any such message with “STOP” or text “STOP” to the number from which you received the message. You may receive one additional text message confirming that your opt-out has been processed.
If you need help regarding marketing messages, reply “HELP” to any such message or contact Outskalr Support at team@outskalr.com.
Message and data rates may apply, and message frequency may vary based on your interactions with the Platform. Outskalr may suspend or discontinue marketing communications at any time, with or without notice.
For information on how Outskalr collects, uses, and protects your information, please review the Outskalr Privacy Policy. Carriers are not liable for delayed or undelivered messages.
27. General
(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Outskalr, and any third-party provider as a result of this Agreement or use of the Technology or Services.
(b) Choice of Law. This Agreement and any dispute arising from or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws principles and consistent with the Federal Arbitration Act.
(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
(d) No Waiver. Unless otherwise required by law, any delay or failure of either party to enforce or insist upon strict compliance with any provision of this Agreement or assert or exercise any right, power, or privilege under any provision of this Agreement shall not be construed as a waiver of such provision nor prevent that party thereafter from enforcing such provision or any other provision of this Agreement.
(e) User Complaints. If you have a complaint about the Services, please email us at team@outskalr.com.
(f) Notice. You agree that Outskalr may provide required notices or communications electronically, including by email, in-app messages, or postings within your account. You are responsible for keeping your contact information current. Notices you send to Outskalr must be submitted to team@outskalr.com.
(g) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Outskalr without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and ensures to the benefit of each party and the party’s successors and permitted assigns.
(h) Currency. Unless otherwise indicated, all monetary values displayed through the Platform or Services are in U.S. dollars (USD).
(i) Use Only Where Legally Allowed. You shall not access or use any portion of the
Services if you are not legally allowed to do so where you are located.
(j) Subcontracting. Outskalr may subcontract portions of its Services or Technology operation obligations under this Agreement without your prior written consent.
(k) Variation of Websites, Platform or Technology. We may from time to time vary, modify, or discontinue, temporarily or permanently, any or all of our websites or the Technology.
(l) Language Versions. You acknowledge and agree that the official language of these Terms is English for all other Users, and any other language version that we may make available is being provided only as a courtesy.
(m) Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement supersedes, amends, or modifies the terms of any separate written agreement between you and Outskalr relating to your services as an independent contractor, partner business, or other formal relationship.
28. Contact Information
Outskalr welcomes your questions or comments regarding this Agreement. Please email us at team@outskalr.com.
Terms of Service
Effective: October 4, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE (‘AGREEMENT,’ ‘TERMS,’ or ‘TERMS OF SERVICE’) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND OUTSKALR, INC. AS DEFINED BELOW.
1. Scope and Application of this Agreement
This Agreement governs your access to and use of the Outskalr Platform and Services and is between you and Outskalr, Inc., a Delaware corporation (‘Outskalr,’ ‘we,’ ‘us,’ or ‘our’). This Agreement also applies to any subsidiaries or affiliates of Outskalr, Inc. involved in providing the Services. These Terms of Service constitute a legal agreement between you and Outskalr, Inc. (and, where applicable, its subsidiaries and affiliates involved in providing the Services).
Certain provisions of this Agreement may apply differently depending on the country or region where you reside, register an account, or access and use the Platform. For clarity:
“United States User” means a User whose primary residence or principal place of business is located within the United States, including its territories and possessions such as Puerto Rico.
Outskalr may adjust, supplement, or localize certain terms, policies, or features of the Services to comply with local laws and regulations or to better serve Users in different jurisdictions. Where applicable, those localized terms will be clearly identified and will supersede any conflicting provisions of this Agreement for Users in the relevant jurisdiction.
2. Acceptance of this Agreement
Outskalr, Inc. (“Outskalr,” “we,” “our,” or “us”) operates an online marketplace and connection Platform designed to facilitate sales opportunities between independent sales representatives (“Skalrs”) and businesses offering products or services (“Buildrs”). Through the Outskalr Platform, Skalrs can discover and engage with Buildrs seeking sales representation, while Buildrs can expand their market reach through independent sales channels. In some cases, end Users or prospects (“Dealrs”) may also interact with the Platform to evaluate, inquire about, or complete purchases from Buildrs through Skalrs.
Outskalr’s technology (the “Platform” or “Services”) enables users to:
(a) create profiles, list or promote products and services, and connect with compatible partners;
(b) manage communications, leads, transactions, and commission-based arrangements; and
(c) access related tools, analytics, and informational content provided by Outskalr.
Outskalr is not a party to any transaction between Skalrs, Buildrs, or Dealrs, and does not buy, sell, manufacture, or guarantee any products or services offered on the Platform. Outskalr’s role is limited to providing the technology and infrastructure that allow users to connect, communicate, and complete independent commercial arrangements.
By accessing or using the Platform, you agree to be bound by these Terms of Service and all incorporated policies, including the Privacy Policy. If you do not agree, you may not access or use the Platform.
If you access our websites located at www.outskalr.com install or use the Outskalr. mobile application, install or use any other technology supplied by Outskalr. (collectively, the “Technology”), access or use any information, function, feature, or service made available or enabled by Outskalr. (collectively, the “Services,” which includes the Technology), click or tap a button or take similar action to signify your affirmative acceptance of this Agreement, or complete the Outskalr. account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at www.outskalr.com or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Outskalr.; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for whom you have created an account or been named as the User during the Outskalr. account registration process and to bind such organizations to the Agreement.
The specific Services or information available to you may vary based on your account type, user role, geographic location, and the features or integrations you choose to use. A certain function, feature, or Service (y) available to one User may not be available to all Users or at all times, and (z) may only be available in the latest version of the Outskalr. mobile application. “User” means any individual or other person who accesses or uses the Services with or without an account (whether directly or through tools, services, or other means), including, without limitation, any organization that registers an account or otherwise accesses or uses the Services through its respective employees, agents, or representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.
3. User Roles
“Skalrs” are independent sales representatives using the Platform to discover and manage opportunities. “Buildrs” are businesses offering products or services seeking sales representation. “Dealrs” are end Users or prospects who may evaluate, inquire about, or purchase from Buildrs through Skalrs. Collectively, all parties are referred to as “Users.”
4. Account Eligibility and Registration
To use certain features of the Platform, you must register for an account and provide accurate, current, and complete information. By creating an account or otherwise using the Services, you represent and warrant that:
You are at least 18 years old (or the age of majority in your jurisdiction);
You have the legal capacity to enter into binding contracts;
If you are registering on behalf of a company or organization, you have authority to bind that entity to this Agreement; and
You will maintain and promptly update your account information to ensure it remains accurate and complete.
Outskalr may, in its sole discretion, refuse to create an account, suspend access, or terminate your use of the Services if it determines that you have violated these Terms, provided false information, or otherwise pose a risk to the integrity of the Platform.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you believe your account has been compromised, you must notify Outskalr immediately at team@outskalr.com.
5. Modifications
Outskalr reserves the right to modify the Terms of Service of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at www.outskalr.com or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Platform, Technology, or Services.
6. Additional Terms and Policies
By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Outskalr’s Privacy Policy. You also agree to abide by any additional Outskalr terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional Terms of Service, which, to the extent permitted by applicable law, are incorporated herein by reference.
7. Rules and Prohibitions
Without limiting other rules and prohibitions in this Agreement, by using or accessing the Services (whether or not you have created an account or are logged into an account), you agree that:
(a) You will only use or access the Services for lawful purposes and you will not use or attempt to use the Services under false pretenses or for sending or storing any unlawful material or for deceptive or fraudulent purposes.
(b) You will only use or access the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.
(c) You will only use or access the Services using means explicitly authorized by Outskalr. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Technology for your device. We reserve the right to terminate your use of the Technology and/or Services if you are using the Technology or Services with an incompatible or unauthorized device.
(d) You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.
(e) You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.
(f) You will not use or attempt to use the Services, or any content accessible through the Services (including content accessible without being logged into your account), for any commercial purpose, including but not limited to contacting, soliciting, or spamming any Skalr, Buildr, Dealr, or User outside the intended use of the Platform.
(g) You will not use or attempt to use the Services or content accessible through the Services without Outskalr’s prior written consent in connection with the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or providing archived or cached data sets containing content accessible through the Services to another person or entity.
(h) You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services, including any reviews or Merchants’ menu content or catalogs, for republication in any format or media.
(i) You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.
(j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
(k) You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.
(l) You will use the Platform, Technology, and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed through the Services (including content accessible without being logged into your account) to a third party.
(m) You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any Outskalr server or the networks connected to any Outskalr server.
(n) You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any Outskalr server.
(o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Outskalr may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.
(p) You will not use, access, or collect content, data, information, or materials published or available on the Services—including, but not limited to, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations—using automated means unless Outskalr has given you prior permission to do so in writing.
(q) You will not deep-link to our websites or access our websites manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, and/or device to scrape, copy, index, frame, or monitor any portion of our Services or websites or any content on or available through our Services or websites, and you will not attempt any of the foregoing.
(r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services (including content accessible without being logged into your account), and you will not attempt any of the foregoing.
(s) You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Skalrs, Buildrs, Dealrs, Outskalr, Outskalr employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.
(t) You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that Outskalr deems inappropriate when using the Services.
(u) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.
(v) You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.
(w) Your participation in using and access to the Services is for your sole, personal, or internal business use.
(x) You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered and you will return any order mistakenly delivered to you if requested by Outskalr or a Buildr.
(y) You will not, in connection with your use of the Services and/or the Outskalr Platform: (i) ask a Skalr to purchase or deliver any goods or perform any services not ordered through the Outskalr Platform; or (ii) give or offer to give any goods to a Skalr related to your Outskalr order.
In the event that we believe or determine that you have breached any of the aforementioned or any other provision of these Terms, we reserve the right to suspend and/or permanently deactivate your account or take other appropriate action at our sole discretion. Where required by law, we will provide you with written notice of the suspension or deactivation of your account, including the reasons which led us to take such action. Engaging in any prohibited use of the Services may result in criminal, civil, and/or administrative penalties, fines, or sanctions against the User and those assisting the User.
8. Skalrs and Buildrs Are Independent
You acknowledge and agree that Outskalr operates solely as a technology Platform that facilitates connections and communications between independent sales representatives (“Skalrs”) and independent businesses (“Buildrs”). Skalrs use the Platform to discover and manage sales opportunities, while Buildrs use the Platform to promote their products or services and engage with Skalrs to expand their sales reach. Outskalr does not buy, sell, manufacture, distribute, or take ownership of any product or service offered by Buildrs, nor does it act as an agent, broker, or representative of any Skalr or Buildr. Each Skalr and Buildr operates as an independent entity or contractor, and no relationship of employment, partnership, joint venture, or agency exists between Outskalr and any User. Outskalr does not control or guarantee any aspect of the transactions, engagements, or communications between Skalrs, Buildrs, or Dealrs. Outskalr does not evaluate or endorse the quality, legality, performance, or suitability of any product, service, or business opportunity listed on the Platform, nor does it verify the qualifications, representations, or compliance of any User with applicable laws or industry standards. Outskalr is not in the delivery business, does not provide delivery services, and is not a common carrier. Any delivery, pickup, or preparation times displayed through the Services are purely estimates and do not represent a promise, commitment, or guarantee by Outskalr. Information, listings, and materials (including descriptions, images, or promotional content) provided through the Platform are supplied by Users, not by Outskalr. Outskalr does not verify or guarantee the accuracy of such content and assumes no liability for errors, omissions, or misrepresentations made by Users. Outskalr does not take possession, control, or title to any product, service, or intellectual property involved in any transaction between Users. Any agreements, commissions, payments, or contractual terms between Skalrs and Buildrs are the sole responsibility of those parties. Outskalr is not a party to those agreements and will not be liable for any disputes, losses, or damages arising from them. Outskalr does not, and shall not be deemed to, direct, supervise, or control any Skalr or Buildr in connection with their activities or relationships on the Platform. Each User determines its own terms, and methods of operation.
9. User Account
You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account or through your device. You agree that you shall accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Accounts are intended for business or professional use only. Should you suspect that any unauthorized party may be using your password or account, you will notify Outskalr immediately. Outskalr will not be liable, and you may be liable for losses, damages, liability, expenses, and fees incurred by Outskalr or a third party arising from someone else using your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Outskalr has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Outskalr has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed from the Outskalr Platform by Outskalr or if you have been previously banned from use of the Services.
10. User Content
(a) User Content. Outskalr may provide you with interactive opportunities through the Services, including, by way of example, the ability to post content on the Outskalr Platform or otherwise provide to Outskalr Ratings and Reviews (each as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on Outskalr, including Outskalr’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, Outskalr, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that Outskalr may publish from time to time. You hereby grant Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use the User Content in connection with Outskalr’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant Outskalr a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You acknowledge, however, that Outskalr has no obligation to attribute any User Content to you in connection with any Use. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Outskalr herein shall survive termination of the Services or your account. Outskalr reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Outskalr may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at Outskalr’s sole discretion. Outskalr may also access, read, preserve, and disclose any information as Outskalr reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Skalr, or Buildr support requests; or protect the rights, property, or safety of Outskalr, our Users, and the public. We may aggregate your publicly viewable User Content and certain other information about you onto a User profile viewable by anyone, which you can choose to make public (meaning your publicly viewable User Content will be displayed on your profile) or restricted (meaning only certain information about you and your User Content will be displayed on your profile, such as the number of Reviews and photos you’ve submitted but not their contents).
(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Outskalr through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that Outskalr has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Outskalr (including Outskalr’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent that you rate or post reviews of Users, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by Outskalr and do not represent the views of Outskalr or its affiliates. Outskalr shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) you will base any Rating or Review on first-hand experience with the Skalr or Buildr; (ii) you will not provide a Rating or Review for any Skalr, Buildr, or Dealr with whom you have a financial interest, ownership stake, employment, partnership, or other relationship that could reasonably be seen as creating a conflict of interest, including any direct competitor of that User; (iii) you will not submit a Rating or Review in exchange for payment, Reciprocal or coordinated reviews between Users, Posting false or exaggerated statements about sales performance or business opportunities, or other benefits from a Skalr or Buildr; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; (v) your Rating or Review will comply with the terms of this Agreement; (vi) we may decide to not publish, display, or otherwise make available your Rating or Review for any reason in our sole discretion; (vii) any Rating or Review you submit will comply with our Content Guidelines; (viii) a Rating, Review, or photo displayed in connection with a transaction, engagement, or business experience may reflect an in-person dining experience; and (ix) a Rating, Review, or photo may not have originally been submitted on the Outskalr Platform and/or may not have been submitted by a Outskalr User. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in Outskalr’s sole discretion, as we deem necessary or appropriate.
If you believe that any User Content infringes your intellectual property rights, please contact us at team@outskalr.com with sufficient details for review. Outskalr may remove or disable access to allegedly infringing material in accordance with applicable law.
11. Communications with Outskalr
By creating an Outskalr account or using the Technology or Services, you agree to: (a) accept and receive communications from or on behalf of Outskalr, Skalrs, Buildrs, Dealrs, and/or third parties providing services to you or Outskalr, including via email, text message, direct message, chat, and calls, to the contact information you provide to Outskalr when registering an account or using the Technology or Services; and (b) receive communications via push notification or in-app messages in the Outskalr mobile application. Further, you understand and agree that you may receive communications (including calls, text messages, emails, or other electronic notifications) that may be generated by an automatic telephone dialing system and/or contain prerecorded or automated messages, sent by or on behalf of Outskalr or other Users for purposes related to your use of the Platform. Such communications may include, without limitation, notifications about new opportunities, deal updates, account activity, security alerts, Platform announcements, or other information related to your participation in the Services. Message and data rates may apply, and message frequency may vary based on your interaction with the Platform and communication preferences. You may opt out of non-essential automated communications by following the unsubscribe or opt-out instructions provided in the message, though certain service-related or security communications may still be required to maintain your account. The communications in this Section 11 may include, without limitation, commercial or marketing messages, transactional or relationship messages (e.g., messages about the availability of our services (e.g., interruptions in service), security and/or fraud (e.g., password reset messages), safety, responses to communications initiated by you, updates to policies/legal agreements (e.g., privacy policies, terms of service)), newsletters, and messages relating to research, political advocacy, or customer support (those initiated by you and by us). You acknowledge that receiving commercial or marketing messages or calls is not a requirement or condition for you to use the Services. For purposes of clarity, any message (including text message) or call you may receive from us, a Skalr, Buildr, or Dealr regarding a sales opportunity, engagement, or transaction is a transactional message, not a commercial, marketing, or promotional message or call. If there are changes to your contact information (e.g., email address, phone number), you agree to update your account to help prevent or limit Outskalr inadvertently communicating with someone else.
The opt-out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent). Please see the following for more information:
For email communications that permit opting out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For transactional or relationship email messages, the only opt-out option is to delete your account.
For push notifications, you can toggle or slide off these notifications in the mobile application.
To opt out of all communications, the only option is to delete your account.
Review the Outskalr Privacy Policy for more information about Outskalr’s privacy practices, contact information, and opt-out options.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Outskalr or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.
12. Electronic Records
By creating an Outskalr account or using the Technology or Services, you consent to the use of electronic records and signatures. You agree that all Terms of Service, agreements, notices, disclosures, and other communications that Outskalr provides electronically satisfy any legal requirement that such communications be in writing. This consent applies to all communications and records that we are legally required to provide to you in connection with your use of the Platform and Services.
You may withdraw your consent to receive electronic records by contacting Outskalr at team@outskalr.com. If you withdraw consent, we may terminate or limit your ability to use the Services to the extent we are unable to provide them without electronic records.
To view and retain a copy of this Agreement, you will need (a) a device such as a computer or mobile phone with a web browser and Internet access, and (b) either a printer or storage space on such device. You agree to keep your contact information, including your email address, current. This paragraph does not affect your statutory rights.
13. Intellectual Property Ownership
Outskalr alone (and its licensors, where applicable) owns all right, title, and interest, including all related intellectual property rights, in and to the Technology, Platform, and Services. This Agreement is not a sale and does not convey to you any ownership rights in or related to the Technology, Platform, or Services, or any intellectual property rights owned by Outskalr.
Subject to your compliance with this Agreement, Outskalr grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services for their intended business purposes.
Outskalr names, logos, and product names associated with the Platform, Technology, or Services are trademarks of Outskalr or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.
You agree that Outskalr may use any feedback, ideas, or suggestions you provide regarding the Services without restriction or compensation.
14. Pricing, Commissions and Fees
(a) Prices, Commissions and Charges. You understand and agree that: (i) The prices, commissions, or rates displayed through the Outskalr Platform are determined by the participating Buildrs and may differ from those offered or published by such Buildrs through other channels, third-party platforms, or direct sales. Prices, commissions, and promotional rates shown on the Platform may change at any time without prior notice. Outskalr does not guarantee that the prices or commission rates listed on the Platform represent the lowest available or prevailing rates in the market.
(ii) Outskalr does not set, control, or guarantee the pricing, discounts, or commission structures offered by Buildrs or agreed to by Skalrs. Unless otherwise expressly stated in writing, Outskalr has no obligation to itemize its Platform, service, or transaction fees or disclose its margins.
(iii) For certain transactions, the estimated totals shown during checkout, proposal review, or commission calculation may differ from the final amount due once the transaction is completed, verified, or adjusted. You authorize Outskalr and its payment processors to temporarily place a hold or authorization on your payment method for an estimated amount that may exceed the final total, and to settle the final amount once all applicable fees, commissions, and adjustments have been confirmed.
(iv) You are solely responsible for all applicable taxes, including sales tax, value-added tax (VAT), use tax, or other transaction-based taxes imposed in connection with your use of the Services. Outskalr may, when required by law, collect and remit such taxes on behalf of Users and adjust charges accordingly. Outskalr’s service fees and other amounts payable are exclusive of any applicable taxes, which may be added to your total charge.
(v) All payments on the Outskalr Platform are processed by Outskalr and/or its designated third-party payment processors using the payment method associated with your account. If your payment method fails or your details change, Outskalr may use updated information provided by your bank, card issuer, or payment provider to complete transactions and prevent interruption of Services. You agree to maintain accurate and current billing and payment information at all times.
(vi) Any commissions, bonuses, or performance-based payments between Skalrs and Buildrs are governed by the commercial terms agreed upon between those parties. Outskalr facilitates the processing and reporting of such transactions but is not a party to or guarantor of any underlying commercial agreement, commission entitlement, or payment obligation between Users.
(b) Strikethrough Pricing. Outskalr may use strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). Outskalr does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. Outskalr may also rely on Buildrs or a third party to provide information about the regular or former price of items offered by those Buildrs or a third party, and Outskalr’s strikethrough price therefore may represent the price that Outskalr, a Buildr, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time.
(c) Refunds
(i) United States. Fees, commissions, or other charges paid to or through Outskalr for completed deals, introductions, or transactions facilitated on the Platform are final and non-refundable, except as otherwise required by law.
Outskalr is not obligated to issue refunds or credits for any reason. However, Outskalr may, at its sole discretion, issue a courtesy credit or adjustment (for example, in the event of a verified technical error, payment processing issue, or confirmed duplicate transaction). Any such credit is discretionary, has no cash value, and may be revoked or expire at Outskalr’s discretion.
If a Skalr or Buildr fails to complete an agreed action necessary to process or verify a transaction (for example, confirming a deal, submitting required information, or validating delivery of results), Outskalr may classify the transaction as undeliverable or incomplete, and associated fees may remain non-refundable. In such cases, Outskalr may, at its discretion, assess an Administrative Fee or withhold payment to cover associated costs of verification, dispute handling, or Platform misuse.
Users acknowledge that Outskalr’s fees compensate for access to the Platform, network facilitation, and related administrative services not for guaranteed deal performance or sales outcomes.
(d) Promotional Offers. Outskalr, at its sole discretion, may make promotional offers or provide discounts, credits, or other benefits with different features and different pricing to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended recipient, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by Outskalr; (iii) are subject to the specific terms that Outskalr establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer. Outskalr reserves the right to withhold or deduct credits or benefits obtained through a promotion, or to charge additional amounts that would have applied to the transaction had the promotion not applied, in the event that Outskalr determines or believes on reasonable grounds that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Where required by law, we will provide you with written notice of any such withholding or deduction, including the reasons which led us to take such action. Outskalr reserves the right to modify or cancel an offer at any time.
(f) Platform and Services Fees. Outskalr may charge fees to Users for access to or use of the Platform, including but not limited to service fees, transaction commissions, subscription fees, or administrative fees (collectively, “Fees”). These Fees may vary based on factors such as the User type (Skalr or Buildr), deal volume, account tier, geographic location, or usage level. Outskalr reserves the right to change, introduce, or discontinue any Fee at any time, in its sole discretion, as necessary or appropriate for our business operations or to comply with applicable law. Updated Fee terms will take effect upon posting to the Platform or upon direct notification to affected Users. For Buildrs: Outskalr may charge commissions or other service fees on completed transactions or confirmed deals facilitated through the Platform. For Skalrs: Outskalr may deduct a service or processing fee from amounts payable for completed deals or other transactions processed through the Platform. All Fees are non-refundable, except where required by law or expressly stated otherwise in writing by Outskalr. Fees charged by Outskalr are for the use of the Platform and related facilitation services, not for any right to access, install, or license specific software or technology. Outskalr may, where legally required, charge or collect applicable taxes, processing fees, or regulatory surcharges associated with use of the Platform. Users are responsible for any additional taxes or reporting obligations arising from their individual earnings or transactions.
(g) Checkout Partners. Outskalr may provide certain checkout or payment-related services to third-party partners or Buildrs outside of the Outskalr Platform to facilitate or verify the completion of transactions (“Checkout Partners”). If you complete a transaction directly with a Checkout Partner and we determine that you are a registered Outskalr User, we may share limited information about you such as payment credentials, business identifiers, or transaction references with that Checkout Partner to process the transaction, confirm payment, or verify related commissions. Outskalr will share only the minimum amount of information necessary to complete or validate the transaction and will do so in accordance with its Privacy Policy. Any transaction conducted with a Checkout Partner is governed by that partner’s own terms of service and privacy policy. Outskalr is not a party to such transactions and is not responsible for the Checkout Partner’s handling or processing of your information. Questions or disputes regarding such transactions should be directed to the Checkout Partner or your payment provider.
15. Subscriptions (U.S. Only)
(a) Overview. Outskalr may offer optional, auto-renewing subscription plans for Skalrs and/or Buildrs (each, a “Subscription”). Subscriptions grant access to designated features or benefits as described at purchase (the “Subscription Benefits”).
(b) Billing & Auto-Renewal. Subscriptions are billed in advance on a recurring monthly, quarterly, or annual basis until canceled. BY SUBSCRIBING, YOU AUTHORIZE OUTSKALR TO CHARGE THE THEN-CURRENT SUBSCRIPTION PRICE AND APPLICABLE TAXES TO YOUR SAVED PAYMENT METHOD AT EACH RENEWAL UNTIL YOU CANCEL. Prices and available plans may change as set out in Section (g).
(c) Free Trials & Promotions. From time to time, Outskalr may offer some Users trial or other promotional subscriptions. Such trial or promotional subscriptions are available only for Users who have not previously subscribed. If Outskalr offers a free trial or promotional subscription, it will run for the period stated at sign-up and will automatically convert to a paid subscription at the then-current rate for the plan you selected, unless you cancel before the trial ends. By enrolling in a trial, you authorize Outskalr to charge your saved payment method for the applicable subscription fee and any taxes once the trial period expires, unless you cancel beforehand. Only one trial or promotional offer is available per User or account unless expressly stated otherwise. If you cancel before the trial period ends, you will not be charged. Once converted to a paid plan, standard billing and renewal terms will apply. Outskalr reserves the right to limit, modify, or revoke any free trial or promotional offer at any time.
(d) Cancellation. You can cancel at any time through your account settings. Cancellation takes effect at the end of your current billing period; no refunds or credits for partial periods unless required by law or expressly stated otherwise.
(e) Taxes; Third-Party Fees. We may collect applicable taxes and pass-through payment processing charges where required. You are responsible for any additional taxes arising from your own use of the Services.
(f) No Transfers. Subscriptions are non-transferable and may be used only by the account
holder.
(g) Changes to Plans or Pricing. We may modify Subscription features or pricing prospectively. We’ll provide notice of price increases or material changes and give you an opportunity to cancel before they take effect. Your continued use after the effective date constitutes acceptance.
(h) Compliance with Auto-Renewal Laws. Outskalr will provide clear pre-purchase disclosures, obtain affirmative consent to auto-renew, send a post-purchase confirmation, and maintain an easy-to-use online cancellation method, in accordance with applicable U.S. auto-renewal laws.
16. Arbitration Agreement
THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
Please read this Section 16 carefully. It requires that any and all disputes or claims between you and Outskalr be resolved by binding arbitration or in small claims court, rather than in traditional court proceedings. This means that you and Outskalr each waive the right to a jury trial and agree that disputes will be decided by a neutral arbitrator, not a judge or jury. You also agree that you will not participate in a class action, collective action, or similar representative proceeding against Outskalr in any forum. All claims must be brought individually, in your own name, and not on behalf of others. This Section applies to all Users located in the United States and governs all disputes or claims arising out of or relating to your use of the Outskalr Platform, your relationship with Outskalr, or this Agreement—whether based in contract, tort, statute, or any other legal theory. Before beginning arbitration, both you and Outskalr agree to attempt to resolve disputes through good-faith informal discussions as described in Section 16(b). Arbitration under this Section is governed by the Federal Arbitration Act (FAA) and administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement.
(a) Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be resolved by binding arbitration, rather than in court, except as otherwise required by law—such as individual claims for sexual assault or sexual harassment arising from use of the Services by United States Users—or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Outskalr may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Outskalr may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court or tribunal if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND OUTSKALR AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
IF YOU AGREE TO ARBITRATION WITH OUTSKALR, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST OUTSKALR IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
(b) Informal Resolution. You and Outskalr agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Outskalr therefore agree that, before either you or Outskalr demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (you and Outskalr) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Outskalr that you intend to initiate an informal dispute resolution conference, email team@outskalr.com, providing your name, telephone number associated with your Outskalr account (if any), the email address associated with your Outskalr account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.
(c) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (FAA). Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by this Agreement. The arbitration may be conducted by video conference, phone, or in person in the county where you live. Outskalr will pay any portion of the arbitration filing or administrative fees that exceed what you would otherwise pay to file a case in court, consistent with AAA’s Consumer Rules. If the arbitrator finds that you cannot afford your share of the fees, Outskalr will pay them. All arbitration proceedings, including filings and awards, will remain confidential to the fullest extent permitted by law. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.
(d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to Section 16(f) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court.
The arbitration will decide the rights and liabilities, if any, of you and Outskalr. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. The arbitrator may reasonably limit discovery to ensure the process remains efficient and proportionate. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Outskalr.
(e) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Outskalr are instead electing to have all disputes resolved by binding arbitration, except as specified in Section 16(a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(f) Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 16(a) OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OUTSKALR AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 16(f) is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Outskalr from settling claims on a class, collective, or representative basis. To the extent permitted by law (after taking into account FAA preemption), the parties waive the right to seek public injunctive relief. If the right to seek public injunctive relief cannot be waived, and a party seeks public injunctive relief in any form, then that request for public injunctive relief (and only that request for public injunctive relief) shall be severed from the rest of any claim (including any other relief or remedies associated with that claim) and any other claims in the action. The severed request for public injunctive relief shall be resolved in court after the arbitration of the remainder of the claim associated with that request for public injunctive relief and any other claims in the action.
(g) Survival. This Arbitration Agreement will survive any termination of your relationship with Outskalr.
(h) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Outskalr makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Outskalr.
(i) Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.
17. Third-Party Interactions
(a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications"), and advertisements ("Third-Party Advertisements") (collectively, "Third-Party Websites and Advertisements"). When you access these Third-Party Websites and Advertisements, you acknowledge that you are leaving Outskalr’s Platform and will be subject to the terms, conditions, and privacy policies of the respective third parties. Outskalr does not control, endorse, review, or assume responsibility for any Third-Party Websites and Advertisements or their content, products, or services. Third-party advertising partners may collect information directly from you through cookies, pixels, or similar technologies when you interact with their content. Outskalr does not control these technologies or data collection practices.Your use of any Third-Party Websites and Advertisements is at your own risk. You are responsible for reviewing applicable terms, privacy policies, and data collection practices before engaging with any third-party service. Outskalr is not responsible for, and expressly disclaims all liability arising from, any transactions, communications, or disputes between you and any third party outside the Outskalr Platform, even if introduced or facilitated through the Services.
(b) App Stores. The availability of the Platform, Technology, or Services is dependent on third-party platforms, such as Apple’s App Store or Google Play (each, an “App Store”). This Agreement is between you and Outskalr, not the App Store. Outskalr is solely responsible for the Platform, Technology, or Services, including its content, maintenance, support, and compliance with applicable laws. The App Store has no responsibility for the Technology or Services. To use the Platform, Technology, or Services, you must have access to a wireless network and are responsible for any associated fees. Any additional charges imposed by an App Store are determined by that third party, and Outskalr is not responsible for such fees. Your use of the Platform, Technology, or Service is also subject to compliance with the applicable App Store’s terms and policies. You represent and warrant that you are not (i) located in a country subject to U.S., Canadian, or other applicable government embargoes or sanctions, and (ii) identified on any U.S. or Canadian government list of restricted or prohibited parties. You acknowledge that each App Store and its affiliates are third-party beneficiaries of this Agreement and have the right to enforce its terms. You acknowledge that Apple (and Apple’s subsidiaries) or Google (and its affiliates) have no obligation whatsoever to furnish any maintenance or support services with respect to the Technology or Services.
18. Transactions Involving Alcohol and Other Age-Restricted Products
Outskalr operates solely as a technology Platform that enables independent sales representatives (“Skalrs”) to connect with businesses (“Buildrs”) offering products and services, and buyers (“Dealrs”) who may purchase those offerings. Some Buildrs may sell products that are subject to federal, state, or local laws governing the sale, marketing, distribution, or consumption of alcohol or other age-restricted goods.
For example, a Buildr such as a local brewery may list its craft beer products on the Platform, a Skalr may promote and sell those beers to a local bar (the Dealr), and the bar may place an order directly with the brewery. In this scenario, the brewery (Buildr) remains solely responsible for complying with all applicable alcohol manufacturing, distribution, and sales laws—including licensing, labeling, delivery, and age verification requirements. Outskalr does not: Buy, sell, manufacture, store, transport, or deliver alcohol or any age-restricted products. Verify or guarantee any User’s compliance with state or local licensing laws, franchise or distribution restrictions, or supplier agreements. Act as a broker, wholesaler, or importer of record for any alcohol-related or age-restricted transaction.
All Users engaging in transactions involving alcohol or other age-restricted goods are solely responsible for ensuring compliance with applicable federal, state, and local laws, including but not limited to the following: Buildrs must hold all required licenses or permits to produce, distribute, or sell alcohol or restricted products and must comply with all labeling, packaging, and sale restrictions. Skalrs must comply with any rules governing promotional activity, solicitation, or commission-based sales of alcohol or restricted products, and must not engage in activities requiring a license they do not possess. Dealers must ensure that all purchases, possession, and resale (if applicable) comply with local laws, including verifying the legal drinking or consumption age of any end user, employee, or patron.
Outskalr does not verify, monitor, or assume liability for any User’s licensing status, business practices, or compliance with alcohol control or age-restriction laws. Users engaging in such transactions do so at their own risk and responsibility.
If Outskalr becomes aware that a User has violated applicable laws or Platform policies concerning alcohol or other age-restricted goods, Outskalr may, in its sole discretion, suspend or terminate access to the Platform or remove related listings without notice.
19. Indemnification
To the extent permitted by law, you agree to indemnify and hold harmless Outskalr and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation, legal and/or attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to, or resulting from (a) your User Content; (b) your misuse of the Technology or Services; (c) your breach of this Agreement or any representation, warranty, condition, or covenant in this Agreement; or (d) your violation of any applicable laws, rules, or regulations through or related to the use of the Technology or Services. In the event of any claim, allegation, suit, or proceeding alleging any matter potentially covered by the agreements in this Section 19, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and/or attorneys’ fees incurred by the Indemnified Party. Outskalr reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Outskalr in asserting any available defenses. This Section 19 does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Technology or Services. You agree that the provisions of this Section 19 will survive any termination of your account, this Agreement, or your access to the Technology and/or Services.
20. Disclaimer of Warranties
UNITED STATES FEDERAL LAW AND SOME STATES, AND OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 20 MAY NOT APPLY TO YOU. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE OUTSKALR PLATFORM, TECHNOLOGY, AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, TECHNOLOGY, AND SERVICES (INCLUDING ALL CONTENT, DATA, MATERIALS, AND FUNCTIONALITY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, OR NON-INFRINGEMENT.
OUTSKALR MAKES NO WARRANTY THAT: (a) THE PLATFORM, TECHNOLOGY, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY RESULTS OR BUSINESS OUTCOMES OBTAINED FROM THE USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS OR OBJECTIVES; (c) ANY INFORMATION OR CONTENT (INCLUDING USER-GENERATED CONTENT) PROVIDED THROUGH THE PLATFORM IS ACCURATE, RELIABLE, OR COMPLETE; OR (d) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
OUTSKALR DOES NOT CONTROL OR ENDORSE, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY USER-GENERATED CONTENT, PRODUCTS, SERVICES, INFORMATION, OR MATERIALS PROVIDED BY SKALRS, BUILDRS, DEALRS, OR OTHER THIRD PARTIES THROUGH THE PLATFORM. ANY TRANSACTIONS, COMMUNICATIONS, OR RELIANCE ON SUCH CONTENT ARE SOLELY BETWEEN THE RELEVANT USERS.
OUTSKALR DOES NOT WARRANT THAT THE PLATFORM, TECHNOLOGY, OR SERVICES ARE FREE OF VIRUSES, MALWARE, SECURITY BREACHES, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARDS TO PROTECT YOUR SYSTEMS AND DATA.
OUTSKALR MAY, AT ANY TIME AND WITHOUT NOTICE, MODIFY, SUSPEND, OR DISCONTINUE THE PLATFORM OR ANY PART OF THE SERVICES, AND SHALL NOT BE LIABLE FOR ANY RESULTING LOSS OF DATA, REVENUE, BUSINESS, OR OPPORTUNITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTSKALR DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO DATA LOSS, SERVICE INTERRUPTION, UNAUTHORIZED ACCESS, OR THIRD-PARTY CONDUCT.
21. Internet Delays
The Platform, Technology, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law and subject to the Non-Excludable Provisions, Outskalr is not responsible for any delays, delivery failures, damage, loss, injury, or other economic damage resulting from such problems.
22. Limitation of Liability
This Section 22 applies to the fullest extent permitted by applicable law. Certain provisions may not apply in jurisdictions that do not allow the exclusion or limitation of certain liabilities.
(a) United States Users
You acknowledge that Outskalr provides the Platform, Technology, and Services as a neutral marketplace to facilitate connections and transactions between independent Users (including Buildrs, Skalrs, and Dealrs). Outskalr does not control, direct, or guarantee any User’s conduct, product, service, or compliance with law. Accordingly, the limitations in this Section 22 allocate risk in a manner that enables Outskalr to provide the Services at low cost and broad availability.
(i) Cap on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, AGGREGATE LIABILITY OF OUTSKALR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE—SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO OUTSKALR DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS LIMIT IS CUMULATIVE AND NOT PER INCIDENT. THIS CAP ON LIABILITY SHALL APPLY FULLY TO RESIDENTS OF THE STATE OF NEW JERSEY IN THE UNITED STATES.
(ii) Disclaimer of Certain Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTSKALR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, DATA LOSS, REPUTATIONAL HARM, OR COMMERCIAL OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF OUTSKALR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, Outskalr shall have no liability for any (a) disputes, communications, or transactions between Users (including between Buildrs, Skalrs, and Dealrs); (b) errors or omissions in any User-provided information, listings, or representations; or (c) violations of law, licensing, or regulatory requirements by any User or third party.
THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY OUTSKALR’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY IN THE UNITED STATES.
(iii) Additional Allocation of Risk
The limitations and disclaimers in this Section 22 are a fundamental element of the basis of the bargain between you and Outskalr. The Services would not be provided without such limitations. You agree that these limitations apply even if any limited remedy fails for its essential purpose.
23. Governing Law and Exclusive Venue
(a) United States Users. If you are a United States User, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Outskalr agree that all claims and disputes arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising, Platform communications, agreements, or transactions regarding Outskalr or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Outskalr as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be litigated in the United States District Court for the District in which you reside.
24. Termination
If you violate this Agreement, Outskalr may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.
In addition, at its sole discretion, Outskalr may modify or discontinue the Technology or Services, or may modify, suspend, or terminate your access to the Technology or the Services, for any reason (e.g., breach, fraud, inactivity, regulatory violation, or misuse.), with or without notice to you and without liability to you or any third party. Where required by law, we will provide you with written notice of the suspension or termination of your access to the Technology or the Services, including of the reasons which led us to take such action. You may terminate your account at any time. In addition to suspending or terminating your access to the Technology or the Services, Outskalr reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
25. Procedure for Making Claims of Copyright Infringement
It is Outskalr’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Outskalr by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the specific location on the Services of the material that you claim is infringing, including enough information to allow Outskalr to locate the material; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. This notice of a copyright infringement claim should be sent to Outskalr’s Customer Service email team@outskalr.com.
26. User Marketing Text Messages (United States Users Only)
This Section 26 applies only to Users located in the United States who voluntarily request, agree, sign up for, or otherwise consent to receive marketing or promotional communications (“Opt-In”).
By opting in, you authorize Outskalr to send you marketing communications, which may include text messages (SMS/MMS), emails, push notifications, or other electronic messages, including those sent using an automatic telephone dialing system, to the contact information you provide. These messages may include information about new Platform features, promotional opportunities, business resources, educational content for Skalrs and Buildrs, event invitations, partnership announcements, or special offers relevant to your role on the Outskalr Platform.
You are not required to Opt-In as a condition of registering for or using the Platform, and you may withdraw your consent at any time. You confirm that you are the subscriber or customary user of the phone number or email address provided and that you are authorized to give this consent. If your contact information changes (for example, if you change or deactivate your phone number), you agree to update your Outskalr account to help prevent messages from being inadvertently sent to others.
To stop receiving marketing text messages, reply to any such message with “STOP” or text “STOP” to the number from which you received the message. You may receive one additional text message confirming that your opt-out has been processed.
If you need help regarding marketing messages, reply “HELP” to any such message or contact Outskalr Support at team@outskalr.com.
Message and data rates may apply, and message frequency may vary based on your interactions with the Platform. Outskalr may suspend or discontinue marketing communications at any time, with or without notice.
For information on how Outskalr collects, uses, and protects your information, please review the Outskalr Privacy Policy. Carriers are not liable for delayed or undelivered messages.
27. General
(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Outskalr, and any third-party provider as a result of this Agreement or use of the Technology or Services.
(b) Choice of Law. This Agreement and any dispute arising from or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws principles and consistent with the Federal Arbitration Act.
(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
(d) No Waiver. Unless otherwise required by law, any delay or failure of either party to enforce or insist upon strict compliance with any provision of this Agreement or assert or exercise any right, power, or privilege under any provision of this Agreement shall not be construed as a waiver of such provision nor prevent that party thereafter from enforcing such provision or any other provision of this Agreement.
(e) User Complaints. If you have a complaint about the Services, please email us at team@outskalr.com.
(f) Notice. You agree that Outskalr may provide required notices or communications electronically, including by email, in-app messages, or postings within your account. You are responsible for keeping your contact information current. Notices you send to Outskalr must be submitted to team@outskalr.com.
(g) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Outskalr without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and ensures to the benefit of each party and the party’s successors and permitted assigns.
(h) Currency. Unless otherwise indicated, all monetary values displayed through the Platform or Services are in U.S. dollars (USD).
(i) Use Only Where Legally Allowed. You shall not access or use any portion of the
Services if you are not legally allowed to do so where you are located.
(j) Subcontracting. Outskalr may subcontract portions of its Services or Technology operation obligations under this Agreement without your prior written consent.
(k) Variation of Websites, Platform or Technology. We may from time to time vary, modify, or discontinue, temporarily or permanently, any or all of our websites or the Technology.
(l) Language Versions. You acknowledge and agree that the official language of these Terms is English for all other Users, and any other language version that we may make available is being provided only as a courtesy.
(m) Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement supersedes, amends, or modifies the terms of any separate written agreement between you and Outskalr relating to your services as an independent contractor, partner business, or other formal relationship.
28. Contact Information
Outskalr welcomes your questions or comments regarding this Agreement. Please email us at team@outskalr.com.