Terms of Service

1. Relationship Between These Terms and a Signed Order

OutroCX is a sales-led platform. Customers typically execute a Statement of Work or Order Form ("SOW") that specifies pricing, term, scope, and other commercial details.

Where a signed SOW exists between OutroCX and Customer, that SOW governs the relationship in full and supersedes these Terms with respect to that Customer. These Terms apply to:

• Visitors to the outrocx.com website
• Individuals interacting with the Services in any pre-contract evaluation context
• Any use of the Services in the absence of a signed SOW

In the event of any conflict between these Terms and a signed SOW, the SOW controls.

2. Definitions

• "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer's account.
• "Customer Data" means data, content, files, recordings, transcripts, configurations, and other materials that Customer or its Authorized Users upload, submit, generate, or transmit through the Services.
• "Documentation" means the user guides, help center articles, and technical documentation made available by OutroCX for the Services.
• "Order Form" or "SOW" means a written ordering document signed by Customer and OutroCX that specifies the Services purchased, fees, term, and other commercial terms.
• "Services" means the OutroCX Studio platform, the outrocx.com website, and any related features, tools, content, and Documentation.
• "Sub-processor" means a third-party service provider engaged by OutroCX to process Customer Data in support of the Services.

3. Account Registration and Access

Access to the OutroCX Studio platform requires an authorized account provisioned by OutroCX following execution of an SOW. Customer is responsible for:

• Providing accurate, current, and complete account information
• Designating a primary platform administrator as Customer's point of contact
• Managing the creation, modification, and removal of Authorized User accounts within the licensed tier
• Maintaining the confidentiality of all account credentials
• All activity that occurs under Customer's account, including activity by Authorized Users

Customer must promptly notify OutroCX of any unauthorized access to or use of Customer's account.

4. The Services

OutroCX Studio is an AI-powered SaaS platform purpose-built for contact center and BPO operations. The platform's modules and capabilities are described in the applicable SOW and the Documentation.

OutroCX may modify, enhance, or discontinue features of the Services from time to time. We will not materially reduce the core functionality purchased under an active SOW during its term without Customer's consent. Routine updates, AI model improvements, and feature additions are included as part of the Services at no additional charge unless otherwise specified.

5. Subscription, Fees, and Payment

Fees, billing frequency, payment terms, and applicable taxes are set forth in the SOW. Unless otherwise specified in the SOW:

• Fees are invoiced monthly
• Invoices are due Net-15 from the invoice date
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
• OutroCX may suspend access if payment is more than 10 days past due, upon prior written notice
• All fees are non-refundable except as expressly provided in the SOW

6. Customer Responsibilities

Customer is responsible for:

• Providing call recording files in supported audio formats via designated ingestion methods
• Configuring QA rubrics, behavioral frameworks, program standards, and other platform settings
• Assigning and managing Authorized User accounts within the licensed tier
• Ensuring Authorized Users complete required onboarding training
• Compliance with all applicable laws governing the recording, storage, transmission, and analysis of customer calls — including obtaining all required consents from agents and end-customers under applicable two-party-consent recording laws, the Telephone Consumer Protection Act (TCPA), GDPR, CCPA, and similar regulations
• Compliance with all applicable employment, labor, and data protection laws in Customer's use of the Services
• Timely communication of configuration changes, program updates, or operational issues
• Backup of Customer Data exported from the Services for Customer's own records

7. Acceptable Use

Customer and Authorized Users may not, and may not permit any third party to:

• Use the Services in violation of any applicable law, regulation, or third-party right
• Upload or transmit Customer Data that infringes the intellectual property, privacy, publicity, or other rights of any third party
• Upload calls, recordings, or content obtained without all consents required under applicable recording, wiretap, or privacy laws
• Use the Services to harass, defame, discriminate against, or unlawfully surveil any individual
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying architecture of the Services, except to the extent expressly permitted by law
• Copy, modify, distribute, sell, lease, or sublicense any portion of the Services
• Build a competing product or service using the Services, OutroCX's confidential information, or AI outputs derived from the Services
• Circumvent, disable, or interfere with security, authentication, rate-limiting, or access-control features of the Services
• Upload viruses, malware, or other harmful code
• Use automated means (bots, scrapers, crawlers) to access the Services in a manner that exceeds normal use or degrades performance for other users
• Use the Services to develop, train, or improve any machine learning model or artificial intelligence system other than as a feature of the Services itself
• Resell, white-label, or provide the Services to third parties as a managed service without OutroCX's prior written consent

OutroCX may suspend access immediately, with or without notice, for any violation of this Section 7 that creates risk to the Services, other customers, OutroCX, or third parties.

8. Customer Data

8.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to OutroCX.

8.2 License to OutroCX

Customer grants OutroCX a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, analyze, and otherwise use Customer Data solely as necessary to:

• Provide, maintain, and improve the Services
• Generate AI outputs (transcripts, scores, coaching, training content, and analytics) requested by Customer
• Comply with legal obligations
• Enforce these Terms

8.3 Customer Representations Regarding Customer Data

Customer represents and warrants that:

• Customer has all rights, consents, and authority necessary to upload Customer Data to the Services and to grant OutroCX the license in Section 8.2
• Customer Data does not violate any law, contract, or third-party right
• Customer has obtained all consents required under applicable recording and privacy laws

8.4 No Use for AI Model Training

OutroCX does not use Customer Data to train, improve, or fine-tune general-purpose AI models — neither models we operate ourselves nor models operated by our Sub-processors. Customer Data sent to AI Sub-processors for processing is used solely to return a result for that specific request, under contractual terms that prohibit retention or use of the data for model training.

9. Aggregated and De-Identified Data

OutroCX may collect, generate, and use aggregated and de-identified data derived from Customer Data and platform usage for purposes including:

• Improving the Services and developing new features
• Generating benchmarks, industry reports, and statistical analyses
• Internal research, analytics, and marketing
• Training and improving OutroCX's proprietary models, methodologies, and rubrics — provided that such training does not expose, reproduce, or enable reconstruction of any Customer's identifiable data

Aggregated and de-identified data is information that has been processed so that it cannot reasonably be used to identify Customer, any Authorized User, any agent, any end-customer, or any individual call. OutroCX's rights in aggregated and de-identified data survive termination of these Terms and any SOW.

10. AI-Generated Output

The Services use artificial intelligence to generate outputs including transcripts, QA scores, coaching feedback, training content, performance analyses, and recommendations ("AI Output").

10.1 Ownership of AI Output

As between the parties, Customer owns AI Output generated from Customer Data through Customer's use of the Services, subject to OutroCX's underlying intellectual property rights in the Services, models, methodologies, and rubrics that produced the output.

10.2 AI Output Disclaimer

AI Output is provided as a tool to support human judgment, not as a replacement for it. Customer acknowledges and agrees that:

• AI Output may contain errors, inaccuracies, omissions, or biases. AI systems can produce confident-sounding output that is incorrect.
• OutroCX does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI Output.
• Customer is solely responsible for reviewing AI Output before relying on it. Customer should not treat AI Output as authoritative without human verification.
• Customer is solely responsible for any decision made based on AI Output, including but not limited to employment decisions (hiring, termination, discipline, compensation, promotion, performance reviews), coaching decisions, training assignments, and customer-facing actions.
• Customer should establish appropriate human review processes before using AI Output as the basis for any consequential decision affecting an agent, end-customer, or other individual.

OutroCX is not liable for any decision Customer makes based on AI Output, regardless of accuracy.

11. OutroCX Intellectual Property

The Services, including the OutroCX Studio platform, all software, AI models, algorithms, methodologies, rubric structures, behavioral frameworks (as architectural patterns, not customer-specific instances), Documentation, branding, and trademarks, are the exclusive property of OutroCX and its licensors. Nothing in these Terms grants Customer any right, title, or interest in the Services other than the limited right to use the Services as expressly permitted herein.

OutroCX welcomes feedback, suggestions, and ideas regarding the Services. Customer grants OutroCX a perpetual, irrevocable, royalty-free license to use any feedback or suggestions Customer provides for any purpose, without obligation or compensation.

12. Confidentiality

Each party may receive confidential information of the other party in connection with these Terms. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Each party agrees to:

• Use the other party's Confidential Information only as necessary to perform under these Terms
• Protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care
• Not disclose the other party's Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in these Terms

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

A party may disclose Confidential Information as required by law, subpoena, or court order, provided it gives the disclosing party reasonable prior notice (where legally permitted) to seek a protective order.

13. Privacy and Security

OutroCX's collection, use, and protection of personal information is described in our Privacy Statement and Security page. Both are incorporated by reference into these Terms. Customer is the controller (or business, under CCPA) of Customer Data, and OutroCX acts as the processor (or service provider). Customer is responsible for ensuring it has all necessary legal bases and consents for OutroCX to process Customer Data on Customer's behalf.

14. Sub-Processors

OutroCX uses third-party Sub-processors to deliver the Services, including for cloud infrastructure, transcription, AI model inference, text-to-speech, video generation, email delivery, and payment processing. A current list of Sub-processors is available on request from support@outrocx.com. OutroCX requires Sub-processors to maintain appropriate security and confidentiality obligations. OutroCX remains responsible for the performance of its Sub-processors with respect to obligations under these Terms.

15. Term and Termination

15.1 Term

These Terms apply for as long as Customer accesses or uses the Services. The term of any subscription is set forth in the applicable SOW.

15.2 Termination for Convenience

Either party may terminate a subscription with 30 days' written notice, except as otherwise specified in an SOW.

15.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or an SOW and fails to cure the breach within 30 days of written notice (10 days for non-payment)
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings
• Engages in conduct that creates material risk to the Services, OutroCX's other customers, or third parties

15.4 Effects of Termination

Upon termination:

• Customer's access to the Services ends at the end of the current billing period (for termination for convenience) or immediately (for termination for cause by OutroCX)
• Customer Data is available for export for 30 days following the final billing date, after which it may be permanently deleted
• All fees due and owing prior to termination remain payable
• Sections that by their nature should survive termination — including ownership, confidentiality, indemnification, limitation of liability, and governing law — survive

16. Suspension

OutroCX may suspend access to the Services, in whole or in part, upon prior written notice, if:

• Payment is more than 10 days past due (with at least 10 days' prior written notice of suspension)
• Customer or an Authorized User violates Section 7 (Acceptable Use)
• Customer's use of the Services creates a security risk, legal risk, or operational risk to OutroCX, other customers, or third parties
• Required by law, court order, or government request

OutroCX may suspend access immediately, with or without notice, where the issue creates risk to the Services, other customers, OutroCX, or third parties. OutroCX will use commercially reasonable efforts to restore access promptly once the underlying issue is resolved.

17. Warranties and Disclaimers

17.1 Limited Warranty

OutroCX warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to similar SaaS platforms.

17.2 Disclaimer

Except for the limited warranty in Section 17.1, the Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, OutroCX disclaims all warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. OutroCX does not warrant that the Services will be uninterrupted, error-free, secure, or free from harmful components, or that AI Output will be accurate, complete, or fit for any particular purpose.

OutroCX does not commit to any specific uptime or service level unless expressly set forth in a separately signed Service Level Addendum.

18. Indemnification

18.1 OutroCX Indemnification

OutroCX will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims arising out of: (a) any allegation that the Services infringe a third-party intellectual property right; or (b) OutroCX's gross negligence or willful misconduct.

OutroCX's obligations under this Section do not apply to claims arising from: (a) Customer's unauthorized modification or use of the Services; (b) Customer's combination of the Services with third-party products not provided by OutroCX; or (c) Customer Data, configurations, or AI Output used by Customer.

18.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless OutroCX and its officers, directors, employees, and agents from and against any third-party claims arising out of: (a) Customer's use of the Services in violation of applicable law or these Terms; (b) Customer Data, including any claim that Customer Data infringes third-party rights or was obtained without required consents; (c) Customer's breach of any obligation under these Terms; (d) any decision Customer made based on AI Output; or (e) any claim by an Authorized User, Customer's agent, or Customer's end-customer arising from Customer's configuration, administration, or use of the Services.

18.3 Indemnification Procedure

The party seeking indemnification must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense and settlement, provided no settlement may impose liability on the indemnified party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party's expense.

19. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will either party be liable for any indirect, incidental, special, consequential, cover, or punitive damages — including without limitation lost profits, lost revenue, loss of data, or business interruption — arising out of or relating to these Terms or the Services, regardless of the theory of liability and even if a party has been advised of the possibility of such damages.

OutroCX's total cumulative liability arising out of or related to these Terms will not exceed the total fees paid by Customer to OutroCX in the three (3) months immediately preceding the event giving rise to the claim. Where no fees have been paid, OutroCX's total liability will not exceed one hundred U.S. dollars ($100).

The limitations in this Section apply notwithstanding the failure of essential purpose of any limited remedy and represent an essential allocation of risk between the parties.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in Tulsa County, Oklahoma, and the parties consent to the personal jurisdiction of those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

21. Modifications to These Terms

OutroCX may update these Terms from time to time. The "Last Updated" date at the top reflects the most recent revision. Material changes will be communicated through the platform, by email to Customer's primary administrator, or by prominent notice on outrocx.com.

For Customers operating under a signed SOW, modifications to these Terms do not alter the terms of that SOW during its current term.

For Customers without a signed SOW, continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms.

22. General Provisions

• •Entire Agreement. These Terms, together with any applicable SOW, the Privacy Statement, and the Security page, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, proposals, and communications.
• •Amendments. Except as provided in Section 21, no amendment is valid unless made in writing and signed by both parties.
• •Severability. If any provision is found unenforceable, the remaining provisions continue in full force.
• •Waiver. Failure to enforce any right does not constitute a waiver of that right.
• •Assignment. Customer may not assign these Terms without OutroCX's prior written consent. OutroCX may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all of its assets.
• •Force Majeure. Neither party is liable for delays resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, internet or telecommunications failures, and pandemics.
• •Notices. Formal notices to OutroCX must be sent in writing to support@outrocx.com. Notices to Customer may be sent to the email address associated with Customer's account.
• •Independent Contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
• •No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not create any rights in any third party.
• •Headings. Section headings are for convenience only and do not affect interpretation.

23. Contact

Questions about these Terms should be directed to: