Version 1.1 | Effective Date: February 17, 2026
These Terms of Service (the “Agreement”) are a legally binding Master Services Agreement between Outworks Ventures LLC (“Outworks,” “we,” or “us”) and the purchaser of Services (“Client” or “you”).
Outworks: Outworks Ventures LLC, with a principal place of business at 2256 West Grand Avenue, Studio 2, Chicago IL 60612.
Client: The individual or legal entity purchasing Services through an Order Form.
If you are purchasing on behalf of a company or other legal entity, you represent and warrant you have authority to bind that entity.
By completing checkout, clicking “I agree,” authorizing payment, activating a subscription, or otherwise purchasing Services (including via Stripe or other payment processors), Client accepts and agrees to be bound by this Agreement.
If Client does not agree, Client must not purchase Services.
This Agreement, the applicable Service Schedule(s), and the applicable Order Form(s) together form the entire contract between the parties for purchased Services.
If there is a conflict: (1) this Agreement controls; (2) then the applicable Service Schedule; (3) then the Order Form.
Each successful payment authorization (including subscription activation) creates a binding Order Form governed by this Agreement.
The Service Schedule(s) corresponding to the Services purchased under the Order Form apply automatically.
If an Order Form specifies an Initial Term, Client agrees to maintain the Service for that Initial Term. If no Initial Term is specified, Services are month-to-month.
Services commence on the date payment is successfully processed unless otherwise stated on the Order Form.
After any Initial Term, subscription Services automatically renew month-to-month unless cancelled in accordance with this Section.
Client may cancel a subscription Service by providing at least thirty (30) days’ prior written notice in accordance with Section 17 (Notices).
Effective Cancellation Date: Cancellation becomes effective on the later of (a) thirty (30) days after proper notice is received, or (b) the end of the then-current billing period. Client remains responsible for all Fees due through the Effective Cancellation Date.
If Client receives a Term Incentive in exchange for agreeing to an Initial Term:
Order Form Clarity: If a Term Incentive applies, the Order Form will state (or the invoice will reflect) the standard rate, the Term Incentive amount, and the net billed rate.
If Client cancels before completing the Initial Term (other than due to Outworks’ uncured material breach under Section 12.2), Client shall repay the total Term Incentives actually applied on invoices from the start of Service through the Effective Cancellation Date (“Term Incentive Repayment”).
Outworks may invoice the Term Incentive Repayment upon cancellation, and Client authorizes Outworks to charge the payment method on file for such amount.
Except for (a) Fees due through the Effective Cancellation Date and (b) Term Incentive Repayment, Client will not be charged subscription Fees after the Effective Cancellation Date.
Client acknowledges the Term Incentive reflects pricing granted in reliance on Client’s Initial Term commitment and that Term Incentive Repayment is reasonable and not a penalty.
Client will pay the Fees stated on the applicable Order Form.
Unless otherwise specified on the Order Form:
Client authorizes Outworks and its payment processor (including Stripe) to charge the payment method on file for:
Fees are non-refundable once billed, except as required by law.
If payment is declined or overdue, Outworks may suspend Services until payment is received. Suspension does not relieve Client of payment obligations.
Client is responsible for applicable sales, use, VAT, or similar taxes (excluding taxes on Outworks’ net income).
Client may add Services at any time via checkout or subscription update.
Any material scope modification may be confirmed in writing (including email). No additional signature is required.
Client will provide timely access, information, and approvals necessary to perform the Services.
Client must provide consolidated written feedback, revision requests, or rejection within ten (10) business days after delivery of a deliverable.
If Client does not respond within ten (10) business days, the deliverable will be deemed accepted and approved.
Approved or deemed-approved deliverables are final. Additional revisions or changes may be out of scope and subject to additional Fees.
Client is responsible for the accuracy and legality of Client Materials and any claims or statements Client approves for publication.
Client retains ownership of Client Materials and grants Outworks a non-exclusive license to use Client Materials solely to perform the Services.
Client represents it has all necessary rights to provide Client Materials.
Upon full payment of all amounts due, Client owns the Work Product.
Outworks retains all rights to Background IP. No Background IP is transferred to Client.
To the extent Background IP is embedded in Work Product, Outworks grants Client a non-exclusive, worldwide, royalty-free license to use such embedded Background IP solely as necessary for Client to use the Work Product for its internal business purposes.
Outworks may reference Client’s name and use non-confidential portions of Work Product for marketing and portfolio purposes unless Client opts out by written notice. Outworks will not disclose Client Confidential Information in portfolio materials.
Either party may terminate an Order Form or this Agreement for material breach if the breaching party does not cure within fifteen (15) days after receiving written notice describing the breach.
Outworks may terminate immediately upon written notice if Client: (a) fails to pay undisputed amounts after notice; (b) uses Services for unlawful purposes; (c) infringes Outworks’ IP; or (d) harasses or threatens Outworks personnel.
If Client terminates due to Outworks’ uncured material breach under 12.1, Term Incentive Repayment will not apply.
“Confidential Information” means non-public information disclosed by either party that a reasonable person would understand to be confidential, including business plans, strategies, pricing, systems, and proprietary methods.
The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it using reasonable care; and (c) disclose it only to personnel with a need to know who are bound by confidentiality obligations.
Confidential Information does not include information that: (a) becomes public without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is rightfully received from a third party without confidentiality duty.
If legally required to disclose Confidential Information, the receiving party will provide notice (if legally permitted) and disclose only what is required.
Confidentiality obligations survive for three (3) years after termination; trade secrets remain protected as long as they qualify as trade secrets.
During the Term and for twelve (12) months thereafter, Client will not directly solicit for employment or engagement any Outworks employee or contractor who materially participated in providing Services to Client. This does not apply to general job postings not targeted at Outworks personnel.
Outworks does not guarantee results, including follower growth, engagement, leads, revenue, or platform visibility. Client acknowledges results depend on factors outside Outworks’ control, including platform changes and algorithms.
Client will defend, indemnify, and hold harmless Outworks from third-party claims arising from: (a) Client Materials; (b) Client’s products/services; (c) claims or statements approved by Client; or (d) Client’s breach of this Agreement.
Outworks will indemnify Client from third-party claims that Work Product (excluding Client Materials) infringes a third party’s IP rights. Outworks may, at its option: (a) procure rights, (b) modify to be non-infringing, or (c) refund the portion of Fees attributable to the infringing Work Product as Client’s exclusive remedy.
The indemnified party must promptly notify the indemnifying party and reasonably cooperate. The indemnifying party controls the defense and settlement (no settlement admitting liability without consent).
Outworks’ total liability arising out of or relating to this Agreement will not exceed the Fees actually paid by Client to Outworks in the three (3) months preceding the event giving rise to the claim.
Neither party will be liable for indirect, incidental, special, consequential, or lost profits damages.
Client’s payment obligations (including Fees through the Effective Cancellation Date and Term Incentive Repayment) are not limited by this Section.
Formal notices (including cancellation) must be sent by email to:
To Outworks: legal@outworks.co
To Client: the email address used at checkout (or any updated notice email provided in writing).
A notice is deemed received on the next business day after sending provided it is not returned as undeliverable.
Operational communications may occur through the assigned account manager; however, formal cancellation and legal notices must follow this Section.
This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law rules.
Any legal action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Cook County, Illinois, and the parties consent to personal jurisdiction there.