TERMS OF USE
Effective Date:: June 8, 2024
Last Updated:: September 29, 2026
These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and PageHits, Inc., a Delaware corporation ("Company," "OutWin," "we," "us," or "our"), governing your access to and use of the OutWin cognitive workflow intelligence platform accessible at outwin.ai and all related services, features, content, and applications offered by Company (collectively, the "Service").
BY ACCESSING, BROWSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SERVICE.
1. ACCOUNT REGISTRATION AND MANAGEMENT
1.1 Eligibility Requirements
User represents and warrants that: (a) User is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement; (b) User's registration and use of the Service complies with all applicable laws and regulations; and (c) all information provided during account registration is true, accurate, current, and complete.
1.2 Account Information and Maintenance
User agrees to: (a) provide accurate, complete, and current registration information; (b) maintain and promptly update registration information to ensure it remains accurate, complete, and current; (c) maintain the security and confidentiality of account credentials; and (d) immediately notify Company of any unauthorized use of User's account or any other breach of security.
1.3 Account Responsibility and Liability
User acknowledges and agrees that: (a) User is solely responsible for all activities that occur under User's account; (b) Company is not liable for any loss or damage arising from unauthorized account access resulting from User's failure to maintain account security; and (c) User may be held liable for losses incurred by Company or other users due to unauthorized account use.
1.4 Account Termination Rights
Company reserves the right, in its sole discretion, to: (a) refuse registration of or cancel any account; (b) suspend or terminate User's account immediately and without notice for violation of these Terms; and (c) reclaim any username that appears to be inactive, abandoned, or in violation of these Terms. User may terminate their account at any time by following the account deletion procedures specified in the Service.
1.5 Non-Transferability
User accounts are personal to the registered User and may not be transferred, sold, assigned, or otherwise disposed of to any third party without Company's prior written consent.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 User Content Ownership
User retains all right, title, and interest in and to all content, data, workflows, templates, analyses, and materials created, uploaded, submitted, or transmitted through the Service ("User Content"). User represents and warrants that User owns or has obtained all necessary rights, licenses, consents, and permissions to use and authorize Company to use User Content as contemplated by these Terms.
2.2 Company Proprietary Rights
The Service, including but not limited to software, algorithms, user interfaces, visual designs, compilation of content, computer code, products, services, and all intellectual property rights therein, are and shall remain the exclusive property of Company and its licensors. User acknowledges that the Service contains proprietary and confidential information protected by applicable intellectual property and other laws.
2.3 Community Sharing License Grant
When User elects to share templates, workflows, or other content publicly through the Service's community features ("Community Content"), User hereby grants Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Community Content in connection with the Service and Company's business operations.
2.4 AI-Generated Content Rights
User retains ownership of outputs, results, and content generated by artificial intelligence models when such generation is initiated by User's inputs, prompts, or instructions through the Service ("AI Outputs"), subject to the terms and conditions governing the applicable third-party AI service providers.
2.5 Feedback and Suggestions
Any feedback, suggestions, ideas, or other information provided by User regarding the Service ("Feedback") shall be deemed non-confidential and Company shall have the perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate such Feedback into the Service without restriction or compensation to User.
3. ACCEPTABLE USE POLICY
3.1 Prohibited Activities
User agrees not to engage in any of the following prohibited activities:
- (a) Illegal Activities: Using the Service for any unlawful purpose or in violation of any applicable laws, regulations, or third-party rights;
- (b) Harmful Content: Creating, uploading, transmitting, or distributing content that is defamatory, obscene, threatening, harassing, or otherwise objectionable;
- (c) Intellectual Property Violations: Infringing upon or violating the intellectual property rights, privacy rights, or other proprietary rights of any third party;
- (d) Security Breaches: Attempting to gain unauthorized access to the Service, other user accounts, computer systems, or networks connected to the Service through hacking, password mining, or any other means;
- (e) Reverse Engineering: Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Service;
- (f) Automated Abuse: Using automated scripts, bots, or other automated means to access the Service in a manner that adversely affects Service performance or availability;
- (g) Competitive Intelligence: Using the Service to develop, support, or operate a competing product or service;
- (h) Data Mining: Systematically extracting data or content from the Service for commercial purposes without express written permission.
3.2 Compliance Obligations
User shall comply with all applicable federal, state, local, and international laws, regulations, and conventions in connection with User's use of the Service, including without limitation those related to data privacy, international communications, and exportation of technical or personal data.
3.3 Monitoring and Enforcement
Company reserves the right, but has no obligation, to monitor User's use of the Service and to investigate violations of these Terms. Company may take appropriate legal action for any illegal or unauthorized use of the Service.
4. ARTIFICIAL INTELLIGENCE INTEGRATION AND THIRD-PARTY SERVICES
4.1 Third-Party AI Service Integration
The Service may integrate with third-party artificial intelligence providers and services ("Third-Party AI Services"). User acknowledges and agrees that: (a) User is solely responsible for obtaining, maintaining, and paying for access to any Third-Party AI Services; (b) User's use of Third-Party AI Services is governed by the respective terms of service and privacy policies of such providers; and (c) Company makes no representations or warranties regarding Third-Party AI Services.
4.2 AI Output Disclaimers
User acknowledges and agrees that: (a) AI-generated outputs may contain errors, inaccuracies, or biases; (b) Company does not warrant the accuracy, completeness, reliability, or appropriateness of any AI outputs; (c) User is solely responsible for evaluating and verifying the accuracy of AI outputs before relying upon them; and (d) Company disclaims all liability for decisions made or actions taken based on AI outputs.
4.3 Export Control Compliance
User represents, warrants, and covenants that User's use of AI services through the Service complies with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).
4.4 Data Processing and API Usage
User acknowledges that when using Third-Party AI Services through the Service: (a) User data may be transmitted to and processed by third-party providers; (b) User is responsible for ensuring such data transmission complies with applicable privacy laws and User's own privacy obligations; and (c) API usage costs and limitations are User's sole responsibility.
5. PRIVACY AND DATA PROTECTION
5.1 Privacy Policy Incorporation
Company's collection, use, and disclosure of personal information is governed by Company's Privacy Policy, which is incorporated into these Terms by reference. User acknowledges having read and understood the Privacy Policy.
5.2 Data Ownership and Control
User retains ownership of all personal data and User Content submitted to the Service. Company processes such data solely to provide the Service and in accordance with the Privacy Policy and applicable data protection laws.
5.3 Data Portability and Deletion Rights
User has the right to: (a) export User data in a machine-readable format; (b) request deletion of User's account and associated personal data; and (c) modify or correct personal data maintained by Company, subject to applicable legal requirements and Service functionality limitations.
5.4 Data Security Measures
Company implements appropriate technical and organizational measures to protect User data against unauthorized access, alteration, disclosure, or destruction, though Company cannot guarantee absolute security of data transmitted over the internet.
6. PAYMENT TERMS AND BILLING
6.1 Subscription Plans and Billing
The Service is offered on paid subscription plans only. Company does not offer a free plan or a free trial, and running workflows requires an active subscription. Each subscription is held by a workspace and is billed in advance, once per month, on one of two terms selected by User at the time of purchase: (a) a monthly term with no minimum commitment ("Monthly Term"); or (b) a twelve (12) month commitment at a discounted monthly fee ("Yearly Commitment"). All fees are stated in United States dollars and are non-refundable except as expressly provided in these Terms.
6.2 Payment Authorization and Processing
By providing payment information, User: (a) authorizes Company to charge the applicable fees to the designated payment method; (b) represents that payment information is accurate and current; and (c) agrees to maintain valid payment information throughout the subscription period.
6.3 Yearly Commitment
A Yearly Commitment runs for twelve (12) consecutive months from the date of purchase ("Commitment Period"). In consideration of the discounted fee, User agrees to pay the monthly fee for each month of the Commitment Period. USER MAY CANCEL A YEARLY COMMITMENT AT ANY TIME, BUT CANCELLATION TAKES EFFECT ONLY AT THE END OF THE COMMITMENT PERIOD, AND USER REMAINS OBLIGATED TO PAY THE MONTHLY FEE FOR EACH REMAINING MONTH OF THE COMMITMENT PERIOD. User retains access to the Service for the remainder of the Commitment Period. A reduction in the number of seats or a change to a lower-priced plan requested during a Commitment Period takes effect at the end of that Commitment Period.
6.4 Seats
Team plans are billed per seat and require a minimum of three (3) seats. Each workspace member with the role of owner, admin, or member occupies one seat. Members with the viewer role do not occupy a seat, and a workspace may have up to three (3) viewers for each paid seat. Seats added during a billing month take effect immediately and are charged on a prorated basis for the remainder of that billing month. Seats removed take effect at the next renewal, or at the end of the Commitment Period for a Yearly Commitment, and do not give rise to any refund or credit.
6.5 Credits
Each plan includes a monthly allowance of usage credits. Credits included in a plan that are not used by the end of a billing month expire and do not carry over. Credits purchased separately from a plan carry over from month to month and expire twelve (12) months after the date of purchase. Credits have no cash value, are not transferable, and are not refundable. When a workspace's credits are exhausted, new workflow runs are not started until credits are renewed or additional credits are obtained. Company does not charge for usage beyond the credits User has chosen to purchase.
6.6 Non-Refund Policy
ALL FEES PAID ARE NON-REFUNDABLE. User on a Monthly Term may cancel at any time to avoid future charges; cancellation of a Yearly Commitment is governed by Section 6.3. Company will not provide refunds or credits for partial subscription periods, unused services, unused credits, removed seats, or services terminated by Company for breach of these Terms.
6.7 Price Modifications
Company reserves the right to modify subscription pricing with thirty (30) days' advance written notice to User. For a Monthly Term, price changes will take effect at the next billing cycle following the notice period. For a Yearly Commitment, the monthly fee is fixed for the duration of the Commitment Period, and price changes will take effect only at the start of the next Commitment Period following the notice period. Continued use of the Service after price changes take effect constitutes acceptance of the new pricing.
6.8 Automatic Renewal and Cancellation
A Monthly Term automatically renews for successive periods of one (1) month unless User cancels prior to the renewal date. A Yearly Commitment automatically renews for successive Commitment Periods of twelve (12) months unless, prior to the end of the then-current Commitment Period, User cancels or elects to continue on a Monthly Term. Upon cancellation of a Monthly Term, access continues until the end of the billing month already paid. User may cancel subscriptions through the workspace billing settings or by contacting Company's customer support.
6.9 Failed Payments and Suspension
If a payment is not successfully processed, Company will notify the workspace owner and administrators and may retry the charge. If the payment remains unpaid three (3) days after the first failed attempt, Company may suspend the workspace's ability to start new workflow runs, including scheduled and triggered runs, until payment is received. If payment is not received after further attempts, Company may cancel the subscription. Suspension or cancellation for non-payment does not delete User data and does not release User from any payment obligation under Section 6.3.
6.10 Taxes and Additional Fees
Fees are stated exclusive of taxes. User is responsible for all applicable taxes, duties, and assessments related to subscription fees, which Company may collect at the time of payment. Company may charge additional fees for payment processing, currency conversion, or failed payment attempts.
7. DISCLAIMERS AND LIMITATIONS OF LIABILITY
7.1 Service Availability Disclaimer
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
7.2 Professional Advice Disclaimer
THE SERVICE, INCLUDING ALL AI OUTPUTS AND WORKFLOW RESULTS, IS NOT INTENDED TO PROVIDE AND DOES NOT CONSTITUTE FINANCIAL, LEGAL, MEDICAL, INVESTMENT, TAX, OR OTHER PROFESSIONAL ADVICE. USER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE AND ACTIONS TAKEN BASED ON INFORMATION OBTAINED THROUGH THE SERVICE.
7.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY TO USER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.4 Exclusion of Consequential Damages
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.5 Force Majeure
Company shall not be liable for any failure or delay in performance under these Terms that is due to fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, rebellions, or other acts beyond Company's reasonable control.
8. INDEMNIFICATION
8.1 User Indemnification Obligations
User agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from or relating to:
- (a) User's use of the Service or violation of these Terms;
- (b) User Content or any content submitted, posted, or transmitted through User's account;
- (c) User's violation of any third-party rights, including intellectual property, privacy, or publicity rights;
- (d) User's use of Third-Party AI Services or violation of third-party terms of service;
- (e) Any negligent acts, omissions, or willful misconduct by User.
8.2 Indemnification Procedures
Company will provide User with prompt written notice of any claim subject to indemnification and will cooperate with User in the defense of such claim. User shall have the right to control the defense and settlement of any indemnified claim, provided that User may not settle any claim that imposes obligations on Company without Company's prior written consent.
9. EXPORT CONTROLS AND SANCTIONS COMPLIANCE
9.1 Export Control Representations
User represents, warrants, and covenants that: (a) User is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions; (b) User is not identified on any U.S. government restricted party list; and (c) User will not use the Service in violation of any applicable export control laws or regulations.
9.2 Sanctions Compliance
User agrees to comply with all applicable U.S. and international economic sanctions laws and regulations, including those administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, and the U.S. Department of State.
9.3 Technology Transfer Restrictions
User acknowledges that the Service may contain technology subject to U.S. export controls and agrees not to export, re-export, or transfer such technology except in compliance with applicable export control laws and regulations.
10. DISPUTE RESOLUTION AND GOVERNING LAW
10.1 Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware.
10.2 Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction.
10.3 Class Action Waiver
USER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
10.4 Exceptions to Arbitration
Notwithstanding the arbitration requirement, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
11. GENERAL PROVISIONS
11.1 Entire Agreement
These Terms, together with the Privacy Policy and any additional terms or policies referenced herein, constitute the entire agreement between User and Company regarding the Service and supersede all prior or contemporaneous communications and proposals.
11.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
11.3 Assignment
User may not assign or transfer these Terms or any rights hereunder without Company's prior written consent. Company may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be void.
11.4 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.5 Modification of Terms
Company reserves the right to modify these Terms at any time by posting the modified Terms on the Service. Material changes will be communicated to Users through email notification or prominent notice on the Service. User's continued use of the Service after such modifications constitutes acceptance of the modified Terms.
11.6 Survival
Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, indemnification obligations, disclaimers, limitations of liability, and dispute resolution provisions.
11.7 Electronic Communications
User consents to receive communications from Company electronically, including notices, agreements, and other information required or permitted to be provided in writing. Electronic communications shall have the same legal effect as written communications.
12. CONTACT INFORMATION
For questions regarding these Terms or the Service, please contact:
PageHits, Inc.
Email: legal@outwin.ai
Subject Line: Terms of Use Inquiry
Last Updated: September 29, 2026
PageHits, Inc. - Cognitive Workflow Intelligence Platform