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ACCEPT THE TERMS AND CONDITIONS TO CREATE AN ACCOUNT.

Last updated: Feb 7, 2023

Welcome to Outlier! These Terms of Use (the “Terms”) are a binding agreement
between you and Smart Ecosystem, Inc., a Delaware corporation (“Outlier”),
regarding your access to and use of www.tryoutlier.com and any other associated
mobile or web services or applications made generally available by Outlier
(collectively, the “Outlier Site”). Outlier and its affiliates provide the
Outlier Site to you subject to these Terms. These Terms consist of the terms and
conditions below, and incorporate and include:


- the Outlier Community Guidelines (“Community Guidelines”);

- the Outlier Privacy Policy (“Privacy Policy”);

- the Data Processing Addendum (“DPA”);

- any other policies, procedures, and other guidelines that Outlier posts on the
Outlier Site or otherwise makes available to you, including the Working Location
Policy.

By registering for or accessing the Outlier Site, you accept these Terms and
warrant and represent that you are at least 18 years old or the age of legal
majority in your jurisdiction and you have authority to bind yourself to these
Terms. Please read these Terms, including the arbitration agreement in Section
13, carefully.

1. Worker Status. By signing up on the Outlier Site to complete tasks for
third-party Outlier clients or perform support services related to such tasks
(collectively, “Tasks”), you understand and agree that you are an independent
contractor of Outlier and that you assume all liability for proper
classification as an independent contractor or consultant based on applicable
legal guidelines. Nothing contained in these Terms is intended to constitute or
create a contract of employment or agency relationship with Outlier, nor will it
constitute or create the right or obligation to use or continue to use the
Outlier Site or perform Tasks for any particular period of time. Outlier will
have no right to, and will not, direct, control, or supervise you in connection
with the Tasks you perform. You will not at any time during your affiliation
with Outlier receive any benefits or other incidental perks of employment. Any
payment made to you by Outlier is for Tasks completed by you or related thereto,
as agreed between the parties, and such payments do not constitute regular
salary or compensation for any other purpose. You further agree that Outlier is
not restricting in any way your right or ability to perform services for others,
including but not limited to, any employer, your own clients, or through any
other crowdsourcing service or any other means. You will not represent yourself
to clients or anyone else as an employee or agent of Outlier. At all times, you
agree and acknowledge that you are an independent contractor of Outlier and will
always represent yourself as such. You have no authority (and will not hold
yourself out as having authority) to bind Outlier, and you will not make any
agreements or representations on behalf of Outlier.

2. Outlier Site Account. In order to perform Tasks, you agree to register for
and maintain an active user account on the Outlier Site (your “Account”). You
may only possess one Account, and if it is suspended or terminated in accordance
with these Terms, you may not create another one unless you have explicit
permission from Outlier to do so. The account registration requires you to
submit certain personal information, such as your name, country of residence,
mobile phone number, as well as valid payment information, and Outlier will use
such information in accordance with the Privacy Policy. You agree to maintain
accurate, complete, and up-to-date information in your Account. Payment
information must relate to financial accounts in your own name, and you may not
permit any other person to provide your payment information to Outlier. In
certain instances, you may be asked to provide proof of your identity to access
or use the Outlier Site, and you agree that you may be denied access to or use
of the Outlier Site if you refuse to provide such information.

3. Payment for Tasks. Following completion of the Tasks you have selected, and
verification that such Tasks have been accurately and otherwise adequately
completed (in accordance with Section 6(b) below), Outlier will transmit payment
to you for the amount specified and agreed to by you in relation to such Tasks.*
Subject to applicable law, Outlier reserves the right to delay or suspend
payment during any investigation into your compliance with these Terms,
including the Community Guidelines. A violation of these Terms, in Outlier's
sole determination, may result in non-payment to you of some or all amounts
accrued, as well as suspension or deactivation of your account. Any cross-border
cash remittance made to you in connection with you performing Tasks must be made
through a locally authorized financial institution or registered foreign
exchange agency and may require you to provide Outlier or such entity with
certain information, including bank account information, for purposes of direct
deposit and details regarding the transaction. It is your responsibility to
ensure that you have a payment method approved by Outlier to receive payments in
US Dollars or the specified currency. You understand that neither Outlier nor
any related entity is responsible for any foreign exchange fluctuation between
local currency and the United States Dollar or any timing issue that may affect
the value of payments made to you.

* For purposes of New York City Local Law 140, to the extent it is deemed to
apply, the “value” of the services performed pursuant to these Terms is equal to
the total amount paid to you for the Tasks that you perform pursuant to these
Terms.

4. Taxes and Tax-Related Items. Outlier will not deduct from any payments to you
any amount for income tax withholding, Social Security or other social
contributions, other taxes, or any other amount, except as provided by law. You
agree to undertake any registration as a self-employed worker, independent
contractor, sole proprietor, or similar designation available with the tax
authorities in your jurisdiction to ensure the proper payment of any applicable
taxes or other amounts as required by law.

You are also responsible for compliance with all applicable labor and employment
requirements with respect to your self-employment, sole proprietorship, or other
form of business organization, including but not limited to obtaining any and
all certificates, licenses and/or registrations that are required to operate as
an independent contractor in your applicable jurisdiction.

You understand and agree that you are not entitled to unemployment insurance
benefits unless unemployment compensation coverage is provided by you or some
other entity. You further understand and agree you are solely responsible for
filing any and all necessary tax filings and returns, and that you are obligated
to pay federal, state and local income tax on any monies paid pursuant to these
Terms.

5. The Outlier Site & Outlier Materials.


a. The Outlier Site Access Grant. Subject to these Terms, Outlier grants you a
non exclusive, non-transferable, right to access and use the Outlier Site solely
with supported browsers through the Internet or approved mobile application for
the purpose of performing Tasks as an independent contractor for Outlier. All
rights not expressly granted to you are reserved by Outlier, its clients, and
its licensors.

b. Outlier Materials License. To the extent Outlier, its subsidiaries,
affiliates, successors or assigns, licensors, or clients supply any materials,
including but not limited to, text, images, video, audio recordings, scope of
work, informational materials, third-party User Content (as defined in Section
6(e) below), devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, other documents or property, or reproductions of
any of the aforementioned items (collectively, “Outlier Materials”) to you,
Outlier grants you a limited, revocable, non-exclusive, non-sublicensable,
non-transferable license to use the Outlier Materials solely in connection with
performing the Tasks.

c. Ownership. Except as provided in this Section 5, you obtain no rights under
these Terms from Outlier, its clients, or its licensors to the Outlier Systems
(as defined below in Section 6(a)) or Outlier Materials, including any related
Intellectual Property Rights (defined below in Section 7). You acknowledge and
agree that, as between the parties, Outlier, its clients, and its licensors own
all right, title, and interest in and to the Outlier Systems and Outlier
Materials, including all Intellectual Property Rights therein. All trademarks,
service marks, logos, trade names, and any other source identifiers (“Marks”) of
Outlier used on or in connection with the Outlier Systems, Outlier Materials, or
User Content are trademarks or registered trademarks of Outlier in the United
States and abroad. Marks used on or in connection with the Outlier Systems,
Outlier Materials, or User Content are used for identification purposes only and
may be the property of their respective owners.

6. Performing Tasks.


a. Performance of Tasks. You agree to comply with these Terms, including the
Community Guidelines at all times, and you agree to review them for detailed
information on topics such as your Account, security on the Outlier Site, and
prohibited activities. In order to perform certain Tasks, you may need to use
(i) the Outlier Site, (ii) Software (as defined below in Section 6(g)), (iii)
Outlier clients’ websites, mobile applications, platforms, or devices, or (iv)
other platforms to communicate about the Outlier Site or Tasks (collectively
“Outlier Systems”), and you may need to register for and maintain user accounts
on multiple Outlier Systems (all accounts, including your Outlier Site Account
collectively, “Systems Accounts”). You are responsible for all activity that
occurs under your Systems Accounts, and you agree to maintain the security and
secrecy of your Systems Account username and password at all times. In order to
comply with obligations from Outlier's clients, you may not allow third parties
to use your Systems Accounts, and you may not assign or otherwise transfer your
Outlier Systems accounts to any other person or entity.

b. Accuracy of Tasks. You agree to perform the Tasks and any other deliverables
you provide to Outlier or its clients accurately, adequately, and consistent
with any scope of work or other specifications provided. You understand that
your repeated failure to do so constitutes a breach of these Terms. Outlier
reserves the right to confirm the accuracy of the Tasks and other deliverables,
and, in addition to Outlier's right to withhold payment in full or in part, to
remove you from projects or deactivate your account based on your breach of this
section.

c. You Choose Your Work. You are responsible for determining which Tasks you
choose to perform and participate in, and when, where, and how you do so. The
frequency of your use of the Outlier Site, Tasks performed, and your method of
completing specified client Tasks remain at all times at your discretion. You
are not required to use the Outlier Site or perform Tasks at any specified time
or day.

d. Equipment & Expenses. You are responsible for providing all necessary tools
or equipment that you need to perform the Tasks. You are responsible for
obtaining the data network access necessary to use the Outlier Systems. Your
mobile network’s data and messaging rates and fees may apply if you access or
use the Outlier Systems from your mobile device. Outlier does not guarantee that
the Outlier Systems, or any portion thereof, will function on any particular
hardware or devices. In addition, the Outlier Systems may be subject to
malfunctions and delays inherent in the use of the Internet and electronic
communications. Outlier will not reimburse you for any expenses incurred in
performing your selected Tasks.

e. User Content. Outlier may permit you from time to time to submit, upload,
publish or otherwise make available to Outlier, clients, and other users,
through the Outlier Systems, text, audio, and/or visual content and information,
including commentary, questions, and feedback related to the Outlier Systems,
Tasks, support requests, and submission of entries for competitions and
promotions (collectively, “User Content”). All User Content must conform to the
Outlier Community Guidelines. Outlier has no obligation, but reserves the right,
to filter and block any User Content or activity in violation of these Terms,
including the Outlier Community Guidelines.

f. Third-Party Services. Outlier Systems may contain links to third-party
websites or resources (“Third-Party Services”). Such Third-Party Services may be
subject to different terms and conditions and privacy practices. Outlier is not
responsible or liable for the availability or accuracy of such Third-Party
Services, or the content, products, or services available from such Third-Party
Services. Links to such Third-Party Services are not an endorsement by Outlier
of such Third-Party Services.

g. Software. Outlier may allow you to download software and browser extensions
(“Software”) which may update automatically. While you work with Outlier, and
subject to these Terms, Outlier grants you a limited, non-exclusive,
non-transferable, revocable license to use the Software for the purpose of
performing Tasks or using the Outlier Systems. To the extent any component of
the Software may be offered under an open source license, we’ll make that
license available to you and the provisions of that license may override some of
these Terms. Unless the following restrictions are prohibited by law, you agree
not to reverse engineer or decompile the Software, attempt to do so, or assist
anyone in doing so. As some of the Software is intended to test the robustness
of your computer equipment, you acknowledge that you use the Software at your
own risk.

7. Work Product.


a. Definitions.


i . “Intellectual Property Rights” means all past, present, and future rights of
the following types, which may exist or be created under the laws of any
jurisdiction in the world: (1) rights associated with works of authorship,
including exclusive exploitation rights, copyrights, attribution, paternity,
integrity, modification, disclosure and withdrawal, mask work rights, and any
other rights throughout the world that may be known or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral
Rights”); (2) trademark and trade name rights and similar rights; (3) trade
secret rights and contractual rights of nondisclosure; (4) patent and industrial
property rights; (5) other proprietary rights of every kind and nature; and (6)
rights in or relating to registrations, renewals, extensions, combinations,
divisions, and reissues of, and applications for, any of the rights referred to
in clauses (1) through (5) of this sentence.

ii. “Work Product” means all deliverables provided to Outlier or its clients in
connection with your use of Outlier Systems and performance of Tasks, including
but not limited to, all (1) User Content, responses to client questions, and
completed Tasks; (2) any discoveries, developments, concepts, designs, ideas,
know how, improvements, inventions, trade secrets and/or original works of
authorship, whether or not patentable, copyrightable or otherwise legally
protectable, created or discovered by you in connection with your use of Outlier
Systems or performance of Tasks; and (3) any new product, machine, method,
procedure, process, technique, use, equipment, device, apparatus, system, design
or configuration of any kind, or any improvement thereon, created or discovered
by you in connection with your use of the Outlier Systems or performance of
Tasks.

b. Ownership and Assignment of Work Product. In consideration of your
performance of Tasks and Outlier compensating you for your performance such
Tasks, you irrevocably assign all right title and interest throughout the world,
including Intellectual Property Rights, in and to the Work Product to Outlier.

c. Waiver and License of Other Rights. If any Intellectual Property Rights,
including Moral Rights, in the Work Product cannot (as a matter of law) be
assigned by you to Outlier as provided in Section 7(b), then: (i) you
unconditionally and irrevocably waive the enforcement of such rights and all
claims and causes of action of any kind against Outlier with respect to such
rights; and (ii) regardless of whether you are permitted (as a matter of law) to
make such waiver, you unconditionally grant to Outlier an exclusive, perpetual,
irrevocable, worldwide, fully-paid license, with the right to sublicense through
multiple levels of sublicensees, under any and all such rights (1) to reproduce,
create derivative works of, distribute, publicly perform, publicly display,
digitally transmit, and otherwise use the Work Product in any medium or format,
whether now known or hereafter discovered; (2) to use, make, have made, sell,
offer to sell, import, and otherwise exploit any product or service based on,
embodying, incorporating, or derived from the Work Product; and (3) to exercise
any and all other present or future rights in the Work Product.

d. Further Assurance. At Outlier's request from time to time, you will: (i)
cooperate with and assist Outlier or its designee, both during and after the
term of these Terms, in perfecting, maintaining, protecting, and enforcing
Outlier's or its designee’s Intellectual Property Rights and other rights in the
Work Product in any and all countries, and (ii) promptly execute and deliver to
Outlier or its designee any documents deemed necessary or appropriate by Outlier
or its designee in its discretion to perfect, maintain, protect, or enforce
Outlier's rights in the Work Product or otherwise carry out the purpose of these
Terms. Without limiting the generality of the foregoing, if you have made an
invention in the Work Product, you will execute applications, declarations and
assignments as requested by Outlier or its designee for the purpose of applying
for a patent on such invention in any countries of Outlier's choice, including
assignments of any continuation, continuation-in-part, divisional, reissue,
re-exam, PCT or other applications based on such applications.

e. Power of Attorney. You hereby irrevocably designate and appoint Outlier and
its duly authorized officers and agents as your agent and attorney-in-fact to
act for and on your behalf and stead to execute and file any such instruments
and papers and to do all other lawfully permitted acts to further the
application for, prosecution, issuance, maintenance or transfer of letters
patent, copyright, mask work and other registrations related to such Work
Product.

8. Confidentiality.


a. Confidentiality of Outlier Materials. You understand that Outlier Materials,
User Content, and the Work Product (collectively, “Confidential Information”)
include information and physical material not generally known or available
outside of Outlier, and information and physical material entrusted to Outlier
in confidence by third parties. You agree to (i) hold Confidential Information
in the strictest confidence; (ii) not to use Confidential Information, except
for the benefit of Outlier or its clients to the extent necessary to perform
Tasks; and (iii) not to disclose to any person, firm, corporation or other
entity, without written authorization from Outlier in each instance, any
Confidential Information that you obtain, access or create via Outlier Systems
or in performing Tasks. You further agree not to make copies of Confidential
Information except as authorized by Outlier. Your agreement to this Section 8 is
intended to be for the benefit of Outlier and any third party that has entrusted
information or physical material to Outlier in confidence. These Terms are
intended to supplement, and not to supersede, any rights Outlier may have in law
or equity with respect to the protection of trade secrets or confidential or
proprietary information.

b. U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend
Trade Secrets Act of 2016 (“DTSA”) provides that an individual will not be held
criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made (i) in confidence to a federal, state,
or local government official, either directly or indirectly, or to an attorney;
and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (iii) in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal.

c. Return of Confidential Information. Upon the expiration or termination of
these Terms, or upon request from Outlier, you will return to Outlier all
Confidential Information and related documentation, and permanently delete any
retained copies or derivations (to the extent such copies or derivations exist),
whether local or cloud based.

9. Compliance. Outlier Systems may only be used for lawful purposes and in a
lawful manner consistent with these Terms, including the Outlier Community
Guidelines. In connection with your use of Outlier Systems, you will comply with
all applicable laws, ordinances, rules, regulations, orders, licenses, permits,
judgments, decisions, and other requirements of any governmental authority that
has jurisdiction over you. You represent and warrant that (a) neither you nor
your financial institution(s) are subject to sanctions or otherwise designated
on any list of prohibited or restricted parties, or owned or controlled by such
a party, including but not limited to the lists maintained by the United Nations
Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s
Specially Designated Nationals List and Foreign Sanctions Evaders List, and the
U.S. Department of Commerce’s Entity List), the European Union or its member
states, or other applicable government authority; and (b) you are not located in
and do not perform any Tasks in in a country that is subject to a U.S.
government embargo, or that has been designated by the U.S. government as a
“terrorist supporting” country. You may not export, re-export, or transmit any
Confidential Information to any country, individual, corporation, organization,
or entity to which such export, re-export, or transmission is restricted or
prohibited, including any country, individual, corporation, organization, or
entity under sanctions or embargoes administered by the United Nations, U.S.
Departments of State, Treasury or Commerce, the European Union, or any other
applicable government authority.

10. Warranties; Disclaimer.


a. User Warranty. You represent and warrant that: (i) you are the sole and
exclusive owner of all User Content you submit; and (ii) neither your User
Content, nor your submission, uploading, publishing or otherwise making
available of such User Content, nor Outlier's use of the User Content as
permitted in these Terms will infringe, misappropriate or violate a third
party’s Intellectual Property Rights, or rights of publicity or privacy, or
result in the violation of any applicable law or regulation.

b. Outlier Warranty Disclaimer. THE OUTLIER SYSTEMS AND OUTLIER MATERIALS ARE
PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOU
EXPRESSLY AGREE THAT USE OF THE OUTLIER SYSTEMS AND OUTLIER MATERIALS ARE AT
YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUTLIER MAKES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE
OPERATION OF THE OUTLIER SYSTEMS OR OUTLIER MATERIALS, AND DISCLAIM ANY AND ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE
OUTLIER SYSTEMS OR OUTLIER MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE
AVAILABLE, ACCESSIBLE, UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, RELIABLE,
TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES
OR FUNCTIONALITY; (C) ANY WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS, OR
SUBMISSIONS INCLUDED ON THE OUTLIER SYSTEMS WILL BE AS REPRESENTED BY OUTLIER’S
CLIENTS OR OTHER USERS, OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE.

The foregoing disclaimers apply to the maximum extent permitted by applicable
law. You may have other statutory rights. However, the duration of statutorily
required warranties, if any, will be limited to the maximum extent permitted by
law.

11. Indemnification. You will indemnify, defend and hold harmless Outlier and
its affiliates (and their respective officers, directors, employees, directors,
agents and representatives) from and against any and all losses, costs,
expenses, damages or other liabilities (including attorneys’ fees and related
legal expenses) incurred by Outlier arising directly or indirectly from or
related to any cause of action, claim, suit, proceeding, investigation, demand
or action brought by a third party against Outlier in connection with or
resulting from: (i) your failure to comply with these Terms, (ii) your use of
Outlier Systems or Confidential Information in violation of applicable law or
these Terms; (ii) any grossly negligent or intentional wrongdoing by you in your
use of Outlier Systems; (iii) any violation of a third party’s rights, including
Intellectual Property Rights, resulting in whole or in part from your use of
Outlier Systems and any other deliverable provided by you to Outlier; and (iv) a
dispute between you and any other Outlier Systems user.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
OUTLIER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR
DATA) ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE OUTLIER SYSTEMS, OR
OUTLIER MATERIALS, EVEN IF OUTLIER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
WILL OUTLIER’S AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THESE
TERMS, THE OUTLIER SYSTEMS, OR OUTLIER MATERIALS EXCEED THE TOTAL AMOUNT OF FEES
EARNED BY YOU IN CONNECTION WITH OUTLIER DURING THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR ONE
THOUSAND U.S. DOLLARS, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.
OUTLIER’S CLIENTS, LICENSORS, AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND
UNDER THESE TERMS.

If you reside outside the U.S., these limitations may not apply to you because
some jurisdictions do not allow limitations on implied warranties, liability for
consequential or incidental damages, or other liability.

13. Applicable Law; Disputes.


a. U.S. Residents/U.S Establishment or U.S. Claims.


i. ARBITRATION-PLEASE READ. If your country of residence or establishment is the
United States, the parties mutually agree that any dispute relating in any way
to these Terms, the Outlier Systems, or Outlier Materials will be resolved by
binding arbitration, rather than in court, except that you may assert claims in
small claims court if your claims qualify. Except as specifically set forth in
this Section 13, if there is a dispute about whether this arbitration agreement
can be enforced or applies, the parties agree that the arbitrator will decide
that issue. The Federal Arbitration Act and federal arbitration law will govern
this arbitration provision. The United Nations Convention on Contracts for the
International Sale of Goods will not apply to the interpretation or enforcement
of these Terms.

There is no judge or jury in arbitration, and court review of an arbitration
award is limited. However, an arbitrator can award on an individual basis the
same damages and relief as a court (including injunctive and declaratory relief
or statutory damages), and must follow the terms of these Terms as a court
would. Notwithstanding any other clause or language in these Terms or any rules
or procedures that might otherwise apply by virtue of these Terms (including
without limitation the AAA Rules) or any amendments or modifications to those
rules, any claim that the all or part of the Class And Collective Action Waivers
or California Private Attorneys General Act Individual Action Requirement is
unenforceable, inapplicable, unconscionable, or void or voidable, will be
determined only by a court of competent jurisdiction and not by an arbitrator.

ii. Process. The arbitration will be conducted by the American Arbitration
Association (“AAA”) under its rules. The AAA’s rules are available at
www.adr.org or by calling 1-800-778-7879. To initiate arbitration, a claim must
be filed with the AAA and the written Demand for Arbitration (available at
www.adr.org) provided to the other party, as specified in the AAA rules. The
parties will follow the AAA Rules applicable to initial filing fees, but you
will not be responsible for any portion of those fees over the filing or initial
appearance fees applicable to court actions in the jurisdiction where the
arbitration will be conducted. After you pay your portion of any initial filing
fee, Outlier will pay any remaining portion of the initial fee and will also pay
all costs and expenses unique to arbitration, including without limitation the
arbitrator’s fees. Each party will pay for its own costs and attorneys’ fees, if
any, but if any party prevails on a claim which affords the prevailing party
attorneys’ fees, the arbitrator may award reasonable fees to the prevailing
party as provided by law. The arbitrator will resolve any disputes regarding
costs or fees associated with arbitration. The arbitrator’s decision will
include the essential findings and conclusions upon which the arbitrator based
the award. Judgment on the arbitration award may be entered in any court with
proper jurisdiction. The arbitrator may award declaratory or injunctive relief
only on an individual basis and only to the extent necessary to provide relief
warranted by the claimant’s individual claim.

iii. Exceptions. Notwithstanding anything to the contrary in these Terms, either
party may bring suit in court (1) to enjoin actual or threatened infringement or
other misuse of Intellectual Property Rights; and (2) for claims seeking
emergency injunctive relief based on exigent circumstances (e.g. imminent danger
or commission of a crime, hacking, cyber-attack).

iv. Jury Trial Waiver. The parties waive the right to a trial by jury as to all
arbitrable disputes.

v. Changes. Notwithstanding the provision of Section 16 (Modifications to these
Terms), if Outlier changes this Section 13a (Applicable Law; Disputes) after the
date you last accepted these Terms (or accepted any subsequent changes to these
Terms), you may reject any such change to this Section 13 by sending Outlier
written notice (including by email) within thirty (30) days of the date such
change became effective, as indicated in the “Last Updated” date above or in the
date of Outlier's email to you notifying you of such change. Rejecting a new
change, however, does not revoke or alter your prior consent to any earlier
agreements to arbitrate any dispute between you and Outlier (or your prior
consent to any subsequent changes thereto), which will remain in effect and
enforceable as to any dispute between you and Outlier.

b. Class and Collective Action Waivers. The parties agree to bring any claims
individually and not on a class or collective action basis. Accordingly:


i. There will be no right or authority for any dispute to be brought, heard, or
arbitrated as a class action and the arbitrator will have no authority to hear
or preside over any such claim (“Class Action Waiver”). The Class Action Waiver
will be severable from this arbitration agreement if there is a final judicial
determination that the Class Action Waiver is invalid, unenforceable,
unconscionable, void or voidable. In such instances, the class action must be
litigated in a civil court of competent jurisdiction—not in arbitration.

ii. There will be no right or authority for any dispute to be brought, heard, or
arbitrated as a collective action and the arbitrator will have no authority to
hear or preside over any such claim (“Collective Action Waiver”). The Collective
Action Waiver will be severable from this arbitration agreement if there is
final judicial determination that the Collective Action Waiver is invalid,
unenforceable, unconscionable, void or voidable. In such instances, the
collective action must be litigated in a civil court of competent
jurisdiction—not in arbitration.

Regardless of anything else in these Terms, the AAA Rules, or any amendments or
modifications to those rules, any claim that all or part of the Class Action
Waiver or Collective Action Waiver, including, but not limited to, any claim
that all or part of the Class Action Waiver or Collective Action Waiver is
invalid, unenforceable, unconscionable, void or voidable, may be determined only
by a court of competent jurisdiction and not by an arbitrator.

c. California Private Attorneys General Act (“PAGA”) Individual Action
Requirement. The parties agree to arbitrate PAGA claims on an individual basis
only. Therefore, any claim under PAGA to recover unpaid wages or other
individual relief must be arbitrated under this arbitration agreement. The
arbitrator is without authority to preside over any PAGA claim by one person on
behalf of any other person or joined by or consolidated with another person’s
PAGA claim. This PAGA Individual Action Requirement clause will be severable
from this arbitration agreement if there is a final judicial determination that
it is invalid, unenforceable, unconscionable, void or voidable. In such case,
the PAGA action must be litigated in a civil court of competent jurisdiction—not
in arbitration—but the portion of the PAGA Individual Action Requirement that is
enforceable will be enforced in arbitration.

d. Rest of the World. To the extent permitted by applicable law, any judicial
proceedings relating to Outlier Systems or Outlier Materials (other than small
claims actions) that are excluded from arbitration under Section 13(a) and 13(b)
will be governed by the laws of the State of California without regard to its
conflict of law provisions and subject to the exclusive venue and jurisdiction
of the state or federal courts located in San Francisco County, California. Each
party waives any objection (on the grounds of lack of jurisdiction, forum non
conveniens or otherwise) to the exercise of such jurisdiction over it by any
such courts. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to the interpretation or enforcement of these
Terms.

e. Severability. Except as provided in Section 13(b) (Class And Collective
Action Waivers), and 13(c) (PAGA Individual Action Requirement), in the event
that any portion of this Section 13 is deemed illegal or unenforceable, such
provision will be severed and the remainder of Section 13 will be given full
force and effect.

f. Survival. This Section 13 will survive any expiration or termination of these
Terms and will continue to apply even if you stop using Outlier Systems or
deactivate your account.

14. Text Messaging and Telephone Calls. You agree that Outlier may contact you
by telephone or text messages (including by an automatic telephone dialing
system) at any of the phone numbers provided by you or on your behalf in
connection with an Outlier account, including for marketing purposes. You also
understand that you may opt out of receiving text messages from Outlier at any
time, either by texting the word “STOP” or other instruction to the Outlier text
you receive using the mobile device that is receiving the messages, or by
contacting privacy@tryoutlier.com.

15. Termination; Access Restriction. These Terms are effective until terminated
pursuant to this Section 15. You may deactivate your account and terminate these
Terms at any time. Outlier may terminate these Terms, deactivate or suspend your
account and access to the Outlier Systems, or remove any Task listings at any
time, immediately without prior notice for any reason. Upon any account
termination or suspension, or the termination of these Terms, your right to use
the Outlier Systems will cease, and you will not be able to retrieve any
information related to your account. Outlier will issue a final payment for
Tasks already completed. Sections 4, 5(c), 6(d), and 7-17 will survive any
expiration or termination of these Terms.

16. Modifications to these Terms. Outlier may modify these Terms periodically.
If we make a change to the Terms, we will make the most current version
available at the Terms of Use link. If we make a material change to the Terms,
we will notify you prior to the update’s effective date. If you disagree with
the revised Terms, you may terminate these Terms with immediate effect by
deactivating your account. Continued use of the Outlier Systems will constitute
your acceptance of the modified terms.

17. General Provisions.


a. Entire Agreement. These Terms are the entire agreement between you and
Outlier regarding the subject matter of these Terms, except where Outlier
expressly states that separate terms (and not these) apply. These Terms
supersede all prior or contemporaneous representations, understandings,
agreements, or communications between you and Outlier, whether written or
verbal, regarding the subject matter of these Terms. Outlier will not be bound
by, and specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of these Terms, including when
submitted by you in any order, invoice, bill, receipt, acceptance, confirmation,
correspondence or other document.

b. Assignment. You may not assign or transfer any rights, obligations or
privileges that you have under these Terms without Outlier’s prior written
consent. Outlier may assign these Terms, in whole or in part, at any time
without notice. Subject to the foregoing, these Terms will be binding on each
party’s successors and permitted assigns. Any assignment or transfer in
violation of this Section will be deemed null and void. Your right to terminate
these Terms at any time remains unaffected.

c. Severability; Interpreting these Terms. Except as expressly stated in Section
13, if any part of these Terms is determined to be invalid or unenforceable
pursuant to applicable law, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of these Terms will
continue in effect. The word “including” will be interpreted without limitation
when used in these Terms.

d. No Waiver. The failure by Outlier to enforce any provision of these Terms
will not constitute a present or future waiver of that provision nor limit
Outlier’s right to enforce that provision at a later time. All waivers by
Outlier must be in writing and signed by Outlier to be effective. Except as
expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies under
these Terms or otherwise permitted under law.

e. No Third-Party Beneficiaries. These Terms do not and are not intended to
confer any rights or remedies upon any person other than the parties.

f. Notices. All notices relating to these Terms will be sent by e-mail or will
be posted on the Outlier Site. You consent to Outlier sending you emails
relating to the Outlier Systems from time to time. Outlier will send notices to
you at the e-mail address maintained in Outlier’s records for you. You must send
notices to Outlier at legal@tryoutlier.com. E-mail notices or notices posted on
the Outlier Site are deemed written notices for all purposes for which written
notices may be required. E-mail notices are deemed received when sent.

g. Contacting Outlier. If you have any questions or concerns about Outlier
Systems or these Terms, you may contact Outlier at: support@tryoutlier.com


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