Outgrove Terms of Service

Outgrove provides business-to-business lead reactivation, lead generation, campaign strategy, marketing automation, customer outreach, appointment setting, sales-support and related services. Depending on the agreed scope, the Services may use email, text messaging, telephone calls, artificial intelligence, customer relationship management software, workflow automation and third-party platforms.

The exact Services, campaign channels, fees, performance compensation, deliverables, timelines and other commercial terms may be described in a proposal, statement of work, insertion order, service order, checkout page or other written agreement accepted by the parties (each, an “Order Form”).

If an Order Form conflicts with these Terms, the Order Form controls only for the conflicting commercial provision. These Terms otherwise remain in effect.

Outgrove may use employees, contractors, affiliates and third-party service providers to perform the Services.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

You represent and warrant that:

• all information you provide to Outgrove is accurate and complete;
• you are authorized to act for the Client and provide all Client Data supplied to us;
• entering into this agreement does not breach another agreement or legal obligation; and
• your business, products, services, offers and requested campaigns are lawful in every jurisdiction in which they are promoted.

The Services are intended primarily for businesses and professional users, not personal, household or family use.

You will provide the access, information, credentials, brand materials, offer details, pricing, disclosures, suppression lists, approvals and personnel reasonably required for Outgrove to perform the Services.

You are responsible for the accuracy, completeness and legality of all information, claims, pricing, products, services, warranties, testimonials, guarantees and promotional terms supplied or approved by you.

Campaign content may be approved through an Order Form, email, project-management platform, messaging platform or other written electronic communication. Once approved, Outgrove may rely on that approval. Changes requested after approval may affect timing, performance or fees.

You will review requests and deliver approvals within a commercially reasonable time. Outgrove is not responsible for delays, lost opportunities or reduced performance caused by missing access, inaccurate data, delayed responses, changed offers, insufficient inventory, scheduling limitations or other matters within your control.

Unless an Order Form expressly states otherwise, Outgrove does not have authority to enter into contracts, change your prices, make binding promises or accept payments on your behalf.

“Client Data” means information, content, contact records, lead lists, customer records, suppression lists, campaign history and other data supplied by or for you, or accessed by Outgrove from your systems.

You retain ownership of Client Data. You grant Outgrove a limited, non-exclusive right to host, copy, transmit, analyze, modify and otherwise process Client Data only as reasonably necessary to provide, secure, support and improve the Services, comply with law and enforce this agreement.

You represent and warrant that:

• you lawfully collected and maintain the Client Data;
• you have all rights, permissions, notices and consents required for Outgrove and its service providers to process the Client Data and conduct the approved campaigns;
• the Client Data is accurate to the extent reasonably required for the campaign;
• you have supplied all current opt-out, unsubscribe, do-not-call and other suppression records relevant to the campaign;
• your instructions will not cause Outgrove to violate applicable privacy, advertising or communications laws; and
• you will not provide highly sensitive information unless Outgrove has expressly agreed in writing to receive it.

Unless expressly approved in writing, you must not provide Social Security numbers, government identification numbers, financial-account credentials, full payment-card data, precise health information, information about known children, biometric identifiers or other highly sensitive data.

Purchased, rented, scraped or third-party contact lists may not be used without Outgrove’s prior written approval and evidence satisfactory to Outgrove that their collection and proposed use are lawful.

Each party will comply with the laws that independently apply to it. You acknowledge that the legal requirements for marketing communications vary by channel, technology, recipient, location, industry and the relationship between the recipient and the sender.

For every campaign, you are responsible for:

• identifying the jurisdictions and audiences being targeted;
• establishing and documenting the lawful basis, permission or consent required to contact each recipient;
• maintaining reasonably complete consent records;
• providing accurate sender identification and a valid physical postal address where required;
• honoring prior opt-outs and suppression requests;
• ensuring that your offers and campaign claims are truthful, substantiated and not misleading;
• promptly informing Outgrove of any complaint, demand, regulatory inquiry or consent revocation relating to a campaign; and
• ensuring that your sales, booking, fulfillment and customer-service practices comply with applicable law.

Where applicable, you authorize Outgrove to include unsubscribe instructions, sender identification, consent language and other compliance disclosures in campaign communications.

You must immediately provide Outgrove with any opt-out, unsubscribe, stop, revocation or do-not-call request received outside systems operated by Outgrove. Outgrove may suppress a contact or stop a campaign whenever it reasonably believes continued communication may be unlawful, deceptive, unsafe or harmful to sender reputation.

No campaign involving an artificial or prerecorded voice, including an AI-generated voice, may be launched without Outgrove’s prior written approval and adequate evidence of the consent required by applicable law.

Campaigns directed outside the United States require Outgrove’s prior written approval. You are responsible for identifying and satisfying any additional requirements that apply in the target country or region.

This section allocates responsibilities between the parties and does not remove any legal obligation that independently applies to Outgrove.

The Services may use artificial intelligence and automated systems to assist with research, segmentation, drafting, personalization, classification, routing, scheduling, quality control and communications.

AI-generated or AI-assisted material may be incomplete, inaccurate, repetitive or unsuitable for a particular recipient or context. Outgrove will use commercially reasonable processes appropriate to the agreed Services, but AI output should not be treated as legal, financial, medical or other professional advice.

You are responsible for reviewing material submitted for your approval and for promptly identifying any restricted claims, regulated content, brand requirements or factual issues that Outgrove could not reasonably know.

You may not use the Services to impersonate another person, deceive recipients about the identity of a caller or sender, fabricate consent, conceal the commercial purpose of a communication or deploy misleading synthetic media.

Outgrove may change the models, vendors, workflows and automation tools used to provide the Services, provided that doing so does not materially reduce the core Services purchased under an active Order Form.

You are responsible for safeguarding credentials associated with your accounts and systems. You must use reasonable security practices, limit access to authorized personnel and promptly notify Outgrove of suspected unauthorized access.

If you provide Outgrove with access to a customer relationship management system, advertising account, email account, telephone system, calendar, analytics platform or other service, you authorize Outgrove to use that access solely to perform the Services and related support.

You are responsible for maintaining appropriate backups of your systems and data. Outgrove is not responsible for loss caused by your instructions, your systems, unauthorized credential use, a third-party platform or your failure to maintain backups.

You will pay all setup fees, service fees, platform charges, usage fees, performance fees, commissions, approved expenses and other amounts stated in the applicable Order Form or invoice.

Unless an Order Form states otherwise:

• invoices are due within seven calendar days;
• fixed, setup and recurring fees are non-refundable once the applicable work or billing period begins;
• recurring Services renew for successive monthly periods until cancelled in accordance with the applicable Order Form;
• approved third-party costs and usage charges may be invoiced separately;
• overdue amounts may accrue interest at the lesser of 1.5% per month or the highest rate permitted by law; and
• Client must reimburse reasonable collection costs, including legal fees, incurred to recover undisputed overdue amounts.

You must dispute an invoice in writing within seven calendar days after receipt and identify the specific amount and basis of the dispute. Undisputed portions remain payable on time.

Fees exclude sales, use, excise, value-added and similar taxes. You are responsible for applicable taxes other than taxes based on Outgrove’s net income.

Outgrove may suspend Services for overdue amounts after giving reasonable notice.

If an Order Form includes commission-based, revenue-share, per-appointment, per-lead, per-sale or other results-based compensation, the attribution rules in that Order Form control.

Unless the Order Form provides different rules:

• an “Attributed Conversion” is a completed and paid transaction by a lead included in, contacted through or materially re-engaged by an Outgrove campaign, occurring within 90 days after that lead’s most recent tracked campaign interaction;
• “Attributed Revenue” means amounts actually received by Client from an Attributed Conversion, excluding separately stated sales taxes, refunded amounts, chargebacks and cancelled transactions;
• performance fees are calculated monthly and are due within seven calendar days after month-end or receipt of Outgrove’s invoice, whichever is later;
• later refunds or chargebacks may be credited against the next calculation, but do not entitle Client to a cash refund unless the parties agree otherwise; and
• performance fees remain payable for Attributed Conversions occurring during the applicable attribution period even if the Services have ended.

Client will maintain complete and accurate records reasonably necessary to verify attributed results. During the agreement and for 12 months afterward, Outgrove may, on reasonable notice and no more than twice per calendar year, review relevant records solely to verify performance compensation. Outgrove will protect reviewed information as Confidential Information.

If the review identifies an underpayment exceeding 5% for the reviewed period, Client will promptly pay the shortfall and reimburse Outgrove’s reasonable review costs.

Client may not intentionally redirect, conceal, delay, rename or restructure transactions to avoid attribution or performance fees.

The Services may depend on third-party platforms, including communication providers, customer relationship management systems, email providers, hosting providers, analytics tools, payment processors and AI services.

Your use of a third-party service may be governed by that provider’s terms and privacy practices. You are responsible for maintaining any third-party accounts, licenses and payment methods assigned to you.

Outgrove does not control and is not responsible for third-party outages, delivery failures, filtering, policy changes, account restrictions, suspensions, data loss, price changes or discontinuation. Outgrove may recommend or implement a reasonable alternative, and any material additional work or cost will require your approval.

Marketing results are affected by many factors outside Outgrove’s control, including the quality and age of Client Data, audience consent, sender reputation, offer strength, price, competition, seasonality, inventory, website performance, sales follow-up, platform rules and recipient behavior.

Outgrove does not guarantee any minimum number of replies, appointments, leads, sales, revenue, conversion rate, delivery rate, inbox placement or return on investment unless an Order Form expressly states a written guarantee and its conditions.

Email filtering, spam placement, blocked messages, unavailable telephone numbers and recipient non-response do not by themselves constitute a failure to provide the Services.

Each party retains ownership of the intellectual property it owned or developed independently of the Services.

Client retains ownership of Client Data, trademarks, logos, product information and other materials supplied by Client (“Client Materials”). Client grants Outgrove a limited license to use Client Materials to provide and promote the approved campaigns.

Outgrove retains ownership of its methods, processes, know-how, software, prompts, models, systems, automations, integrations, templates, scripts, campaign structures, reporting formats, documentation and other pre-existing or reusable materials (“Outgrove Materials”).

After full payment, Client may use campaign copy, designs and other deliverables created specifically for Client under an Order Form for Client’s internal business and marketing purposes. To the extent a deliverable contains Outgrove Materials, Outgrove grants Client a non-exclusive, perpetual license to use those embedded Outgrove Materials only as part of that deliverable. No ownership of Outgrove Materials is transferred.

Client may not resell, sublicense, reverse engineer, publish as a competing template, or use Outgrove Materials to build or train a competing service without Outgrove’s written permission.

Feedback and suggestions may be used by Outgrove without restriction or payment, provided Outgrove does not publicly identify Client without permission.

Outgrove may create and use aggregated or de-identified information derived from the Services for analytics, benchmarking, security, service improvement and business planning, provided that the information does not reasonably identify Client or an individual.

Outgrove will not publicly identify Client, publish a named case study or use Client’s logo as a customer reference without Client’s permission.

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential, including Client Data, business plans, pricing, credentials, campaign data, customer information, security information and proprietary methods.

The receiving party will:

• use Confidential Information only to perform or receive the Services and exercise its rights under this agreement;
• protect it using at least reasonable care;
• disclose it only to personnel and service providers who need it and are subject to confidentiality obligations; and
• not disclose it to any other person without permission.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, publicly available through no breach, or lawfully received from a third party without a duty of confidentiality.

If disclosure is legally required, the receiving party may disclose the required information and, where legally permitted, will provide prompt notice so the disclosing party may seek protection.

These confidentiality obligations continue for three years after disclosure, except that trade secrets and personal data will remain protected for as long as required by applicable law.

Each party will comply with applicable privacy and data-protection laws.

As between the parties, Client determines the purpose and means of processing Client Data for its campaigns, and Outgrove processes Client Data on Client’s documented instructions to provide the Services, except where Outgrove must process information for its own legal, security, billing or operational purposes.

Outgrove will:

• maintain reasonable administrative, technical and organizational safeguards appropriate to the nature of Client Data;
• limit access to personnel and service providers with a need to know;
• require relevant service providers to protect Client Data;
• notify Client without undue delay after confirming a security incident affecting Client Data; and
• upon termination, delete or return Client Data on reasonable request, subject to legal obligations, routine backups and legitimate recordkeeping needs.

Client is responsible for responding to privacy-rights requests relating to Client Data. Outgrove will provide reasonable assistance where required by law, and material assistance outside the ordinary Services may be charged at an agreed rate.

If applicable law requires additional processor, service-provider, international-transfer or industry-specific terms, the parties will enter into a reasonable data processing addendum before the affected processing begins.

You may not use or direct the Services to:

• violate any law, regulation, court order, platform rule or third-party right;
• send unlawful spam, robocalls, robotexts or deceptive communications;
• contact a person after a valid opt-out, consent revocation or do-not-contact request;
• harass, threaten, discriminate against, defraud or exploit any person;
• promote unlawful products, services or conduct;
• make false, unsubstantiated or misleading claims;
• infringe intellectual-property, privacy, publicity or other rights;
• distribute malware, obtain credentials through deception or interfere with any system;
• conceal the identity of the actual seller, advertiser or caller where disclosure is required;
• fabricate leads, engagement, transactions, consent or attribution records;
• access or attempt to access systems or data without authorization; or
• create material risk to Outgrove, its providers, its sender reputation or other clients.

Outgrove may reject content, recipients, data, instructions or campaigns that it reasonably believes violate these Terms or create legal, security, reputational or deliverability risk.

Outgrove may immediately suspend any part of the Services if:

• Client fails to pay an undisputed amount when due;
• Client breaches these Terms or an Order Form;
• Outgrove reasonably suspects unlawful, deceptive, abusive or unauthorized activity;
• continued performance could harm recipients, systems, sender reputation, Outgrove or a third party;
• a service provider, regulator or authority requires suspension; or
• suspension is reasonably necessary to investigate a security or compliance concern.

Where practical and lawful, Outgrove will notify Client and provide a reasonable opportunity to cure. Suspension does not waive Client’s payment obligations for Services already provided, committed costs or earned performance fees.

These Terms begin when you first accept them or use the Services and continue while you access the website or receive Services.

Either party may terminate an Order Form as stated in that Order Form. If no termination provision is stated for recurring Services, either party may terminate on 30 days’ written notice.

Either party may terminate an Order Form immediately if the other party materially breaches this agreement and does not cure the breach within 10 days after written notice. No cure period is required for unlawful conduct, misuse of data, fraud, intentional deception, serious security risk, repeated non-payment or a breach that cannot reasonably be cured.

Upon termination:

• Client must pay all fees, committed third-party costs and performance compensation accrued through the effective termination date;
• attribution and payment obligations that by their nature apply after termination will continue;
• each party will stop using the other party’s Confidential Information except as legally permitted;
• Client’s access to Outgrove-controlled systems may end; and
• Outgrove may retain records required for legal, tax, security, dispute and backup purposes.

Sections that by their nature should survive termination will survive, including payment, attribution, intellectual property, confidentiality, disclaimers, indemnification, liability limits and dispute-resolution provisions.

Outgrove warrants that it will perform the Services in a professional and commercially reasonable manner. Client’s exclusive remedy for breach of this warranty is re-performance of the materially nonconforming Services, provided Client gives written notice within 14 days after performance.

Except for the express warranty above, the website and services are provided “as is” and “as available.” To the maximum extent permitted by law, Outgrove disclaims all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability and results.

Outgrove does not warrant that the services will be uninterrupted, error-free, completely secure or compatible with every system, or that any campaign will produce a particular business outcome.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

Client will defend, indemnify and hold harmless Outgrove and its owners, personnel, contractors and affiliates from third-party claims, investigations, proceedings, damages, penalties, judgments, settlements, losses and reasonable legal fees arising from or relating to:

• Client Data, Client Materials or contact lists supplied or authorized by Client;
• the collection, consent status or use of Client Data;
• Client’s products, services, offers, fulfillment, warranties, claims or business practices;
• content, instructions or representations supplied or approved by Client;
• Client’s breach of these Terms or an Order Form;
• Client’s violation of law or third-party rights; or
• communications sent in accordance with Client’s instructions where the alleged violation results from Client’s failure to provide accurate consent, suppression, offer or audience information.

Outgrove will defend Client from a third-party claim that a deliverable created solely by Outgrove specifically for Client infringes a United States copyright or trademark. Outgrove may modify or replace the affected deliverable, obtain the necessary right, or terminate the affected Services and refund the prepaid unused portion of the specific fee for that deliverable. This obligation does not apply to Client Materials, Client instructions, combinations not created by Outgrove, modifications made by others or continued use after notice of a claim.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation and allow the indemnifying party to control the defense and settlement. A delay in notice reduces the obligation only to the extent it causes material prejudice. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its consent.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill or loss of data, even if advised that such damages were possible.

To the maximum extent permitted by law, Outgrove’s total aggregate liability arising from or relating to the website, services, these Terms and all Order Forms will not exceed the greater of: (a) the fees paid to Outgrove under the affected Order Form during the three months before the event giving rise to the claim; or (b) US$1,000.

The limitations above do not limit Client’s payment obligations, Client’s indemnification obligations, Client’s misuse of Outgrove intellectual property, or liability that cannot lawfully be limited.

The parties agree that these limitations are a reasonable allocation of risk and are an essential basis of the agreement.

Please read this section carefully. It requires most disputes to be resolved through individual binding arbitration and limits the manner in which relief may be sought.

Before filing a formal claim, the complaining party must send written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute for at least 30 days.

Except for eligible small-claims matters or requests for temporary or injunctive relief involving unauthorized system access, misuse of data, confidentiality or intellectual property, any dispute arising from or relating to these Terms, an Order Form or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will be conducted by one arbitrator. It may take place by video conference, written submissions or in Travis County, Texas. The Federal Arbitration Act governs this section. The arbitrator may award any individual remedy available in court and will issue a reasoned written decision.

Each party waives the right to a jury trial. Each party may bring claims only in its individual capacity and not as a plaintiff, class member or representative in a class, consolidated, collective or representative proceeding. The arbitrator may not consolidate claims without the written consent of all parties.

You may opt out of arbitration by emailing services@outgrove.co within 30 days after first accepting these Terms. The notice must identify the Client and state that the Client opts out of arbitration. Opting out does not affect the remaining Terms.

If any part of this section is found unenforceable, the remaining parts will remain effective to the fullest extent permitted by law.

These Terms and all Order Forms are governed by the laws of the State of Texas, without regard to conflict-of-law rules.

For disputes not subject to arbitration, each party submits to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and waives objections to personal jurisdiction or venue.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, epidemics, government action, utility failure, internet or telecommunications failure, cyberattacks not caused by a failure to use reasonable safeguards, or third-party platform outages.

This section does not excuse Client’s obligation to pay amounts already due.

You consent to receive agreements, notices, approvals, invoices and other communications electronically. Electronic acceptance, signatures and records have the same effect as paper documents and handwritten signatures to the extent permitted by law.

Operational and transactional communications relating to the Services are not promotional messages. You are responsible for keeping your contact information current.

Formal legal notices to Outgrove must be sent to services@outgrove.co with the subject line “Legal Notice” and by recognized courier to the address below. Notices to Client may be sent to the email or business address in the applicable Order Form.

Outgrove may update these Terms from time to time. The updated version will state a new effective date.

For material changes affecting an active paid Service, Outgrove will provide reasonable notice by email, through the Service or by another appropriate method. Changes will apply prospectively. Continued use after the stated effective date constitutes acceptance, except where applicable law requires another form of consent.

If you do not agree to a material change, you may stop using the website and terminate affected recurring Services in accordance with the applicable Order Form before the change takes effect.

Neither party may assign an Order Form or these Terms without the other party’s consent, except that Outgrove may assign them in connection with a merger, reorganization, financing, sale of substantially all assets or transfer to an affiliate. Any prohibited assignment is void.

The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, employment, agency or joint-venture relationship.

Client may not use Outgrove’s name, trademarks or branding without written permission. Outgrove may not use Client’s name, trademarks or branding as a public endorsement without written permission.

No waiver is effective unless in writing. A failure to enforce a provision is not a waiver.

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

These Terms, together with each applicable Order Form, approved data processing addendum and expressly incorporated policy, constitute the entire agreement concerning the Services and supersede prior discussions relating to the same subject.

Headings are for convenience only. “Including” means “including without limitation.” Electronic copies and counterparts are treated as originals.