Terms of Service (International)

DATE OF LAST UPDATE: Aug 2, 2022

Thanks for using the Outcode Service! Please read these Outcode terms of service (“Terms of Service”) carefully.

The Outcode Terms of Service (the “Terms” or the “Agreement”) is a legally binding agreement between Powertask, Inc. (“Outcode,” “we,” “our,” or “us”) and you (“you”, “your”, or “User”). By accessing or using Outcode Platform or Outcode Services (together with “Service”) via our website at https://outcode.biz/ (the “Site”), you agree to follow and be bound by these Terms. These terms will be governed by this Agreement and our Privacy Policy and constitute your acceptance of this Agreement and to all the terms and conditions stated under this Agreement and the other agreements referenced in the paragraph.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at contact@powertask.biz.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A BINDING AND MANDATORY CUSTOMER ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

TO ACCESS OR USE SERVICES, YOU MUST BE LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT UNDER THE LAWS OF THE COUNTRY AND/OR STATE TO WHICH YOU ARE SUBJECT TO. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

BY ACCEPTING THIS AGREEMENT, BY ACCESSING AND USING THE SERVICES, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 (EIGHTEEN) YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT, AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR ACCESS THE SERVICES.

1. User Account Registration
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Outcode. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Outcode hereby grants to you the personal, non-transferable right and license to use the Service, solely for your internal business purposes, until such time as either you or Outcode elect to terminate such right in accordance with these Terms of Service.

(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S laws, laws of Republic of Korea or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.

(c) Credentials: Upon registration for a User Account, you will provide Outcode with a user ID and password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occurs through your account, whether or not authorized by you. You agree to immediately notify Outcode of any suspected or actual unauthorized use of your User Account. You agree that Outcode will not under any circumstances be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your password.

1. Fees; Term and Termination
(a) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on features and usage in accordance with our current pricing policy available in the Service or on the Site. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use the Service for the trial period expressly stated at the time you signed up for the trial period use of the Service (“Free Trial Period”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties.

(b) Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel it or Outcode cancels it. You may cancel your Subscription through your account setting page.

(c) Refunds, Upgrading and Downgrading: Refunds are processed according to our refund policy. Any changes in your Service usage that result in any new, increase or decrease in Fees as specified in our current pricing policy available in the Service or on the Site, will be charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Outcode does not accept any liability for such loss.

(d) Cancellation and Termination by You: You are solely responsible for properly canceling your User Account. An email or phone request to cancel your User Account is not considered cancellation. You can cancel your User Account at any time by clicking on the Setting at the Service screen. If you cancel your User Account before the end of your current subscription term, your cancellation will take effect immediately, and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle.

(e) Termination and Suspension by Outcode: Outcode may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service or the Privacy Policy.

(f) Effect of Termination: Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it.

1. Your Use of the Service and Restrictions
(a) Account and Use of Service: You may use your User Account for the Service and/or Site only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission, and posting of information, and are responsible for the consequences of their posting on or through the Service or Site.
(b) Prohibited Conduct: You shall not use or access the Service to: (i) advertise, promote materials or solicitation related to any product or service that is competitive with Outcode services, (ii) transmit or transfer (by any means) information or software derived from the Service to foreign countries or certain foreign nations in violation of US and the republic of Korea export control laws, (iii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service, (iv) access data not intended for users of the Service, or gaining unauthorized access to an account, server or any other computer system and (vi) engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol. and (vii) post, upload or transmit, or incorporate any data that is subject to heightened privacy and security requirements by law or regulations or applicable Third Party Services terms, including, without limitation, any financial or medical information of any nature, any sensitive personal information (e.g., government-issued numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials), or any special categories of personal data under GDPR. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Outcode’s system or network security, including, without limitation, the following:  attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures, and using software or programs which contain any harmful code.  You agree to use the Service and Software only for your internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service.
(c) Team Accounts: You may be invited to establish or join a team account (“Team Account”). Each Team Account will have administrator(s) who can accept or remove Team Account members. By agreeing to join a Team Account, you acknowledge that (i) your identity, including name, email address, will be disclosed to other Team Account members, (ii) the Team Account administrator(s) will also have access to your data, including software or web-based applications you create, (iii) the Team Account administrator(s) will have a right of removing or changing your permission in the Team Account.
(d) Your Responsibilities: You are responsible and liable for all uses of the Service under your User Account and associated Team Account credentials, including without limitation, compliance with all applicable laws and regulations and third party terms.
(e) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export, and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979,  the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States and the Republic of Korea have embargoed goods.

1. Terms that Apply to Your Data
(a) Your Data: You will retain ownership of any data, information or material originated by you that you transmit through the Service ("User Content"). You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.
(b) Your Posts: The Site and Service include functionality that permits users to post content, images, audio files, text, logos, sample code or other materials or works in a manner that is intended to be viewed by other users (“Your Posts”), including for reviews and in forums. By submitting Your Posts to the Site and/or Service, you hereby grant to Outcode a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. Outcode may exercise all copyright, publicity and moral rights, in any media, with respect to Your Posts. In addition, you hereby irrevocably represent and warrant to Outcode that (i) you have all necessary power, authority, right, title and/or licenses to grant to Outcode the foregoing right and license and (ii) the posting, submission and display by you of Your Posts on the Site or Service, and the exercise by Outcode of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of Your Posts (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.
(c) Enforcement: Outcode reserves the right, but does not undertake the obligation, to monitor the Service and to investigate and take appropriate legal action against any party that uses the Service in violation of applicable law, these Terms of Service or the Privacy Policy. Outcode reserves the right to accept, reject or modify any User Content or Your Posts but assumes no liability based on its acceptance, rejection, modification or failure to modify any User Content or Your Posts.

1. Proprietary Rights and Improving the Service
(a)  Outcode Service:  We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms of Service are hereby retained.
(b) Suggestions: You hereby grant to Outcode a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Outcode offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to us that is related to the Site and/or the Service.
(c) Improving the Service: Notwithstanding anything to the contrary set forth herein or otherwise, Outcode will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Account and data derived therefrom), and to aggregate and/or anonymize all such data and information. Outcode will be free at any time to: (i) use such information and data to improve and enhance Outcode's offerings; and (ii) disclose such data in aggregate or other de-identified forms in connection with its business.
(d) Trademarks: OUTCODE, the Outcode Logo and all Outcode product names are trademarks and services marks of Outcode (collectively “Outcode Trademarks”), and nothing in these Terms or the Service shall be construed as granting any license or right to use the Outcode Trademarks without OutcodeOUTs prior written consent. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Outcode or third parties, and you may not use such Marks without the express, prior written consent of Outcode or the applicable third party.

1. Linked Third Party Services
The Service may contain links to and integrations with third party websites and services ("Third Party Services"), and you agree that Outcode provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services and that Outcode does not endorse such websites or services (or any products or other services associated therewith). Access to any other internet site linked to the Site and/or Service is at your own risk, and Outcode is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Your use of such websites and services will be subject to the terms applicable to each such website and service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms of Service or any terms applicable to such Third Party Services.

1. LIMITATION OF LIABILITY
‍(a) Warranty Disclaimer: THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OUTCODE MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, OUTCODE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU. OUTCODE AND ITS SUPPLIERS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SITE OR SERVICE. OUTCODE MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

(b) Your Indemnification Obligations: You hereby irrevocably agree to indemnify, defend and hold Outcode, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.
(c) Outcode's Indemnification Obligations: If you are a paying subscriber to the Service, Outcode will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the intellectual property rights of a third party, and Outcode shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to Outcode; (ii) give Outcode sole control of the defense and settlement of the claim; and (iii) provide to Outcode all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service or Privacy Policy, (ii) User Content or Your Posts, or (iii) a combination of the Service with any content or other technology not provided by Outcode.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUTCODE SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF OUTCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO OUTCODE HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

‍Privacy Policy
‍You acknowledge that you have read, understand and agree to Outcode's' Privacy Policy located at https://www.outcode.biz/privacy, which is hereby incorporated into and made a part of these Terms of Service by this reference.

1. Location of the Service and Your Use
Outcode operates or controls the operation of this Site and the Service from offices in the Republic of Korea. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Outcode may be located, at various locations in and outside of the Republic of Korea. Outcode makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the Republic of Korea, or that they are permitted to be accessed outside of the Republic of Korea. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

1. NoticesOutcode may give notice applicable to Outcodes general Service customer base by means of a general notice on the Service portal, and notices specific to you by electronic mail to your e-mail address on record in your User Account. If you have a dispute with Outcode, wish to provide a notice under these Terms of Service, or become subject to insolvency or other similar legal proceedings, you must promptly send an email notice to Outcode at contact@powertask.biz or at Powertask, Inc., 38, Dduksum-ro 13, Sungdong-gu, Seoul, Republic of Korea 04785; Attn: Legal.

1. Modifications to Terms of Service
Outcode expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If you object to the updated Terms of Service, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. In all other cases, any continued use by you of the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service.

1. General
These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. Neither party may assign these Terms of Service without the prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with an assignment to an affiliate or to a successor to substantially all of such party’s assets or business related to these Terms of Service. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Outcode relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an authorized representative of both parties. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of Outcode and you and do not create any right in favor of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the Republic of Korea, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Seoul, the Republic of Korea, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.