Last updated June 20, 2024

Welcome to Outworks!

This Outworks Services Agreement includes the terms (“Agreement”) and forms a legal agreement between Outworks Ventures, LLC. (“Outworks”) and the entity or sole proprietor on whose behalf an Outworks Subscription is created (“you” and “your”). This Agreement states the terms and conditions that apply to your use of the Services.

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Outworks terminates it.

1. Introduction. You desire to engage Outworks as an independent contractor to perform and deliver certain marketing services on the terms and conditions set forth herein.
2. Services Provided. Outworks agrees to provide You with marketing activities such as copywriting, graphic design, video editing, lead generation services, and any additional services agreed to by both you and Outworks (the “Services”).
3. Payment. You shall pay Outworks the subscription amount set forth in the pricing table or checkout page ("Subscription"). A minimum of 3 months’ duration is required. After three months, You may cancel at any time with 30 days’ written notice to Outworks. Payments are due prior to the start of Services, unless otherwise agreed upon in writing. All amounts paid are non-refundable, except as specifically provided for in this Agreement. In the event that You fail to timely make such payment, this Agreement shall be considered null and void, and Outworks will have no further obligation to provide Services.
4. Term and Termination. This Agreement shall take effect upon the date you first create your Subscription (“Effective Date”) and shall remain in force until terminated by either party upon thirty (30) days written notice to the other party.
5. Client Cooperation and Responsibilities. Outworks depends on Your timely feedback and provision of necessary content to effectively perform the Services. In the event that You become unavailable or fail to provide the required feedback and content, Outworks will not be responsible for any resulting delays or deficiencies in the Services.
6. Approval of Deliverables. All deliverables provided by Outworks shall be deemed accepted by You five (5) days after delivery, unless You provide written notice of any deficiencies or non-conformance with the agreed-upon specifications within that period. If such notice is provided, Outworks will use commercially reasonable efforts to correct the deficiencies or bring the deliverables into conformance. If no notice is given within the five-day period, the deliverables shall be considered approved and accepted.
7. Representations and Warranties. Both parties represent and warrant that they have full power and authority to enter into this Agreement and to perform the obligations set forth herein.
8. Indemnification. Each party shall indemnify, defend, and hold harmless the other against any claims of loss or damage arising from a breach of this Agreement, negligence or willful misconduct by either party in connection with their performance hereunder.
9. Confidentiality. Each party agrees to keep confidential and not to reveal any information or materials pertaining to the other, their business, employees, customers and/or services (collectively “Proprietary Information”) that it may learn or obtain during the execution or performance of this Agreement. Proprietary Information includes, without limitation, all written, oral, graphic, electronically stored or transmitted information that is not generally known to third parties.
10. Limitation of Liability. Outworks shall not be liable to You for any indirect, incidental, consequential, punitive or special damages whatsoever (including without limitation, any damages claimed for business interruption, loss of income, loss of data, loss of use or performance of any products, revenue, or profits or for loss of goodwill) arising from or related to services provided pursuant to this agreement. Furthermore, Outworks shall not be liable for an amount greater than the total amount paid by You to Outworks under this Agreement, with regard to any claim or action arising from or related to the services provided in accordance with this agreement.
11. Marketing Materials Use. You grant Outworks the non-exclusive, non-transferable right to use your logo and other marketing materials in support of Outworks's advertising and marketing services related to this Agreement.
12. Changes to Agreement. Any changes to the terms of this Agreement must be made in writing and agreed to by both parties.
13. Notices. Any notices, requests, demands or other communications required or permitted to be given hereunder shall be in writing and sent by email to hello@outworks.io.
14. Dispute Resolution. All disputes arising out of or in connection with this Agreement shall be submitted to mediation before either party may initiate any legal action. The parties agree to negotiate in good faith and use their best efforts to settle any dispute amicably. If the parties fail to reach an agreement, any remaining disputes shall be settled under the applicable laws.
15. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without consideration or application of choice of law principles. Any disputes arising out of or relating to this Agreement, including interpretation of this Agreement, shall be filed in the Circuit Court of Cook County in Chicago, Illinois.
16. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, and governmental actions.
17. Independent Contractor. The relationship between You and Outworks is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.
18. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
19. Entire Agreement. This Agreement contains the entire agreement between Outworks and You with respect to the subject matter of this Agreement, and supersedes all prior understandings and agreements, both written and oral, with respect to such subject matter.