Welcome to Outrider.
By using, accessing, or downloading any portions of our Site, you agree to be bound by the terms and conditions of these Terms. DO NOT ACCESS THE SERVICES OR USE THE SERVICES IN ANY WAY IF YOU DO NOT AGREE TO THESE TERMS.
IMPORTANT NOTICE: YOUR USE OF THE SITES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 6.2, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, UNLESS PROHIBITED BY LAW OR YOU EXPRESSLY OPT OUT OF ARBITRATION AS DESCRIBED IN THAT SECTION. Please carefully review Section 6.2 for more information.
1. OUR SITE
1.1 Authorization. So long as you comply with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use our Site. Your access to and use of our Site is subject to the provisions of these Terms, and any third-party licenses for third-party software that is included in our Site. If you do not comply with these Terms or any third-party licenses, we reserve the right to immediately suspend or terminate your access to and use of our Site. We reserve all rights not expressly granted to you in these Terms.
1.2 Modification. With or without prior notice to you, we may (1) discontinue or change any aspect of our Site, (2) restrict the time our Site is available to you and/or other users, (3) restrict the amount of use permitted on our Site, and (4) conduct routine maintenance or install bug fixes, updates, patches, and other upgrades to our Site. If you are not satisfied with any of these activities, your only remedy is to immediately discontinue use of our Site.
1.3 Removal of Access. Your access to our Site is provided on a temporary basis with no guarantee of future availability. You agree that we may immediately suspend or terminate your access to our Site or any part thereof. For example, and without limiting our rights, we may we may immediately suspend or terminate your access to our Site if: (1) you breach or violate any term in these Terms or other agreements or guidelines; (2) if we discontinue to provide or materially modify our Site; (3) we experience unexpected technical or security issues or problems; or (4) you engage in fraudulent or illegal activities.
1.4 Defects and Availability. We use commercially reasonable efforts to maintain our Site, but we are not responsible to you or any other party for any defects or failures associated with our Site, or any damages (direct or indirect) that may result from any defects or failures associated with our Site. Our Site may be inaccessible or inoperable for any reason, including, without limitation, for: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time-to-time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that our Site is provided over the Internet, so the quality and availability of our Site may be affected by factors outside of our control. Our Site is not intended to be available 100% of the time and we do not make any guarantees regarding the reliability or availability of our Site. We will not be liable to you or any third party for damages or losses related to our Site being unavailable.
1.5 Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, create any derivative work of, or otherwise commercially exploit or make available to any third party any portion of our Site in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Site is based; (3) use our Site or Outrider Content to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Site, servers, or networks connected to our Site or take any other action that interferes with any other person’s use of our Site; (5) decrypt, transfer, create Internet links to our Site, or “frame” or “mirror” our Site on any other server or wireless or Internet-based device; (6) use or merge our Site or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Site; (8) use our Site for unlawful purposes or in violation of these Terms; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Site; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Site for any reason; (11) access or attempt to access any other user’s account; (12) use any Outrider Content made available through our Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Site any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Site, or perform any such actions; (14) introduce into our Site any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Site, Outrider Content, or notices on our Site; (16) connect to or access any Outrider computer system or network other than our Site; or (17) impersonate any other person or entity to use or gain access to our Site. Although we do not generally monitor user activity occurring in connection with our Site, we reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
2. CONTENT ON OUR SERVICE
2.1 Outrider Content. Our Site may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Outrider Content”) that are protected by copyrights, trademark, or other intellectual property laws. You understand and agree that these rights in any Outrider Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Outrider Content. We cannot and do not assume any responsibility for your use or misuse of Outrider Content, or any other information transmitted, monitored, stored, or received while using our Site. We reserve the right to amend or delete any Outrider Content (along with the right to terminate or restrict use of or access to our Site) in our sole discretion.
2.2 Feedback. We welcome your comments, feedback, information, or materials regarding our Site or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section.
3. USER REPRESENTATIONS
4. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT OUR SITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SITE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SITE WILL BE CORRECTED, THAT OUR SITE AND ANY CONTENT OR INFORMATION FOUND ON OUR SITE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIALS UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THESE TERMS SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW.
5. INDEMNITY; LIMITATION OF LIABILITY
5.1 Indemnity. You agree to defend, indemnify, and hold harmless Outrider and its licensors, parents, or affiliates and their respective, our officers, employees, suppliers, contractors, agents, assignees or successors-in-interest (“Outrider Parties”) from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with: (1) your use of our Site, (2) your violation of these Terms, (3) your violation of any law or the rights of any third party, and (4) your negligence or willful misconduct.
5.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL OUTRIDER PARTIES BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE OUR SITE. IF YOU ARE DISSATISFIED WITH OUR SITE, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SITE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS FOR THE USE OF ANY OR ALL PARTS OF OUR SITE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUTRIDER PARTIES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5.3 Release. You agree to release Outrider Parties from any and all liability and obligations whatsoever in connection with or arising from your use of our Site or Outrider Content. If at any time you are not satisfied with the Site or object to any Outrider Content or other material within or on the Site, your sole and exclusive remedy is to immediately stop using and otherwise accessing the Site. If you are a California resident or could otherwise claim the protections of California law, you further expressly waive the provisions of Section 1542 of the California civil code, which reads as follows: “A general release does not extend to the claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.” You acknowledge that you have read and understand Section 1542 of the California civil code, and you hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any claims you may have against Outrider Parties.
6. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS
6.1 Governing Law. These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Colorado without reference to its conflicts or choice of law principles. Notwithstanding the provision in the preceding sentence with respect to applicable substantive Law, any arbitration conducted pursuant to the terms of these Terms will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). Any arbitration or court proceeding will take place in Golden, Colorado and you hereby consent to the exclusive jurisdiction and venue of the state or federal courts in or serving Golden, Colorado. You irrevocably submit and consent to the personal jurisdiction of such courts.
6.2 Dispute Resolution. To the extent feasible, the parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access to our Site or Outrider Materials, these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of these Terms to arbitration (a “Dispute”) through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If we are not able to resolve any Dispute ourselves, you and Outrider agree to resolve such Dispute through arbitration in the State of Colorado before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration will be commenced by the claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither party nor the arbitrator may disclose the existence, content or results of any arbitration under these Terms without the prior written consent of both parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based. The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the parties, and may award attorneys’ fees. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect, or consequential damages (including damages for lost profits, lost earnings or loss of use) or any punitive or exemplary damages. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE ARBITRATOR’S POWER TO RULE ON HIS OR HER OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THESE TERMS TO ARBITRATE, THE ARBITRATOR HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THESE TERMS TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION WILL REMAIN IN FORCE.
7.1 Ownership of Intellectual Property. Images, trademarks, service marks, logos and icons displayed on our Site, are the property of Outrider and its licensors and may not be used without our prior written consent. Our Site, including our systems, databases, information, data, documents, materials, works, Outrider Content, and all intellectual property rights in and to the foregoing (collectively, the “Outrider Materials”) shall at all times remain the exclusive property of Outrider and its third-party licensors. You are not acquiring any rights in or to the Outrider Materials other than a non-exclusive right to access and use our Site solely in accordance with the terms of these Terms. Our Outrider Materials are our intellectual property and may not be reproduced, recreated, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of these Terms. Any unauthorized use of any Outrider Materials, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Any third-party software included in our Outrider Materials is licensed subject to the additional terms of the applicable third-party license. Trademarks owned by third parties are the property of those respective third parties.
7.2 Term. You may terminate these Terms at any time by immediately discontinuing all access to our Site. Termination or cancellation of these Terms will not affect any right or relief to which we may be entitled at law or in equity. We reserve the right to terminate these Terms at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to our Site or any part thereof.
7.3 Independent Contractors. You understand and expressly agree that you and Outrider are independent contractors and not agents or employees of the other party. Neither you nor Outrider has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
7.4 Equitable Relief. You agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of these Terms.
7.5 Entire Agreement. These Terms constitute the entire agreement between you and Outrider with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. We may revise and update these Terms from time to time, and will post the updated Terms to our Site. UNLESS OTHERWISE STATED IN THE AMENDED VERSION , ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to these Terms will not apply retroactively to events that occurred prior to such changes. Your continued use of our Site will constitute your agreement to any new provisions within the revised Terms.
7.6 Waiver; Severability. Our failure to enforce any provision of these Terms will not be deemed to be a waiver of our right to enforce them. If any term or provision of these Terms will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms.
7.7 Consent to Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these Terms and in performing our obligations and exercising our rights under these Terms. Neither you nor Outrider will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
7.8 Contact Us. With questions, email email@example.com.