Terms of Use

Last updated: February 26, 2025 (the “Effective Date”)

Welcome to https://www.outstand.io/ (together with its subdomains, Content, Marks and services, each as defined below, the “Site”). This Agreement constitutes a binding legal agreement between you (“you”) and ONE CUT INC (“Onecut”, “we”, “our” or “us”) and govern (a) your access and use of the Site; and (b) your access and use of Onecut’s software-as-a-service (SaaS), which is a platform that provides business owners like you with tools to manage and improve the use of your social media (the “Platform”) (the Site together with the Platform shall be referred hereinafter as the “Services”). Please read the following Terms of Use (the "Agreement") carefully before using these Services so that you are aware of your legal rights and obligations with respect to One cut.

By accessing or using the Services you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this Agreement (the date of such acceptance, the "Effective Date"). If you are entering this Agreement on behalf of a company, organization, or other legal entity (collectively, "Company"), you represent and warrant that you have the authority to bind the Company to this Agreement. In such a case, the terms "you" and "your" will refer to both you as an individual and the Company. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Services on behalf of the Company. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not access or use the Services.

1. Modification. We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Services thereafter means that you accept those modifications.

2. Ability to Accept. The Services are only intended for individuals aged eighteen (18) years or older. If you are under 18 years, please do not visit or use the Site.

3. Services. For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Services solely for your own personal and non-commercial use, for the duration of the Beta, and provided that you comply with this Agreement. Except for the foregoing right, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights. All rights to the Services granted under this Agreement shall cease to exist following the termination of this Beta, and that you must enter into a new agreement with us in order to continue to receive access to the Services which may be subject to additional terms and fess. Onecut makes no warranties or representations that a Beta service, feature or version will ever be made generally available and reserves the right to discontinue or modify them at any time without notice. Beta services, features and versions are provided AS-IS and AS AVAILABLE, may contain bugs, errors or other defects, and your use of a Beta service, feature or version is at your sole risk.

4. Data Provision and Account Creation. To use some of the Services, you may have to provide some data (e.g. social media profiles) and/or create an account ("Account"). You agree to provide data and content that you have the lawful right to provide. You will not violate any applicable laws or infringe on third party rights when providing data to the Site and Platform. You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you hereby agree: (a) to keep your Account password secure; and (b) not to misappropriate the identity of individuals, groups, or organizations or use a fake identity when creating an Account. You must notify Onecut immediately of any breach of security or unauthorized use of your Account. As between you and Onecut, you are solely responsible and liable for the data and content you provide to the Site and Platform and for any activity that occurs in connection with your Account. If you wish to delete your Account, you may send an email request to Onecut at info@onecut.ai.

5. Restrictions. As a condition to your right to access and use the Services you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Platform; (b) sell, assign, lease, lend, rent, distribute, or make available the Platform to any third party, or otherwise offer or use the Platform in a time-sharing, outsourcing, or service bureau environment and/or otherwise use the Services for several organizations/projects under one Beta Account ; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Platform; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Services; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Services; (f) make a derivative work of the Platform, or use the Platform to develop any service or product that is the same as (or substantially similar to or competitive with) the Platform; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform; (i) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Site infrastructure, or otherwise interfere (or attempt to interfere), systematically abuse or disrupt the integrity or proper working of the Platform; (j) use the Services for competitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or products offered by Onecut, including but not limited to utilizing the Services to receive information, data, or insights for the development or enhancement of competing services or products; (k) engage in any activity that may excessively burden or disrupt the functioning of the Services or its supporting systems; (l) impersonate another person or entity or use a deceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) use the Services in any manner that is otherwise malicious, illegal or fraudulent; and/or (n) use the Services to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any laws, rules or regulations. You represent and warrant that your use of the Services shall comply at all times with all applicable laws and regulations (including, without limitation privacy, marketing and spam laws) and that you have obtained all required approvals, consents, permissions, licenses necessary in order to use the Services.

6. Linking. We permit you to link to the Site provided that: (i) you link to (but do not replicate) any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Onecut or present any false information about us, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Site does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website, comply with this Agreement and applicable law.

7. Intellectual Property Rights.

7. 1 Content and Marks. The (i) Services; (ii) content and information on the Services, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the "Content"); and (iii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein ("Marks"), are the sole property of Onecut (including Intellectual Property Rights) and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. “Onecut”, the Onecut logo, and other marks are Marks of Onecut or its affiliates. All other Marks used or appearing on the Services are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Services. This Agreement does not transfer any Intellectual Property Rights of Onecut and/or its licensors.

7.2 Feedback. If Onecut receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Services (collectively, "Feedback"), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Onecut and such shall be considered Onecut's Confidential Information. You hereby irrevocably and unconditionally transfer and assign to Onecut all Intellectual Property Rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Onecut at its sole discretion provided. Without derogating from the above Onecut in no way shall be obliged to make use of the Feedback.

7.3 Use of Content. Content on the Platform or when using the Services is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Content, please be in touch with us at info@onecut.ai in order to receive our written consent.

7.4 "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property, and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

8. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on, and/or when using, the Services is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

9. Third Party Content. The Site may present, or otherwise allow you to view, and/or interact with, Content from, and website links of, third parties and other sources that are not owned or controlled by us (such Content and website links together, "Third Party Content"). The Site may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policy of any third party that you interact with before you engage in any such activity.

10. Privacy. We will use any personal information that we may collect or obtain in connection with the Services in accordance with our privacy policy which is available on the Site. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy. As part of the Services, you allow us to access your information and social media content to perform the Services.

11. Copyrights. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act or other applicable laws at info@onecut.ai.

12. Warranty Disclaimers.

12.1 This section applies whether or not the Services provided via the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

12.2 THE SERVICES (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION CONTENT AND MARKS) IS PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

12.3 IN ADDITION, NEITHER ONECUT NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES; (B) THAT YOUR USE OF, OR RELIANCE UPON, THE SERVICES WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS; (C) THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.

12.4 ONECUT DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY REPORTS, INFORMATION, INSIGHTS, DELIVERABLES, RESULTS OR SOLUTIONS THAT YOU OBTAIN THROUGH USE OF THE SERVICES (COLLECTIVELY, THE “REPORTS”), OR THAT THE REPORTS ARE COMPLETE OR ERROR-FREE.

12.5 EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, ONECUT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

13. Limitation of Liability.

13.1 IN NO EVENT SHALL ONECUT OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

13.2 THE AGGREGATE LIABILITY OF ONECUT UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED TWO U.S. DOLLARS (US $2).

13.3 THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF ONECUT HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.

13.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply. Furthermore, nothing in this Agreement shall be deemed to exclude or limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

14. Indemnity. To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Onecut and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Services; or (ii) any breach of any provision of this Agreement.

15. Term and Termination.

15.1 This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

15.2 We reserve the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Platform (or any part thereof), for any reason whatsoever, at any time (including in case of a breach of this Agreement), and without notice or obligation to you, and you agree that Onecut shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. Upon termination or expiration of this Agreement: (i) the right granted to you under this Agreement shall expire, and you shall discontinue any further use and access thereof; and (ii) you shall immediately delete and dispose of all copies of the Content in your or your representatives’ possession or control. Without derogating from the foregoing, Onecut reserves the right to suspend your access to the Platform and its services temporarily until such breach is cured, or indefinitely if deemed to be permitted by Onecut. Suspension may occur without prior notice and is at the sole discretion of Onecut.

15.3 Consequences of Termination and Survival. Upon termination of this Agreement your right to access and use the Services will automatically terminate and be deemed revoke. Sections 4 (Data Provision and Account Creation) through 22 (Entire Agreement) inclusive shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

16. Independent Contractors. You and Onecut are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between you and Onecut. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Onecut.

17. Assignment. Onecut may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Onecut’s express prior written consent. Any prohibited assignment shall be null and void.

18. Governing Law and Place of Jurisdiction. This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of Delaware, United States, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. The competent courts of the State of Delaware, United States, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.

19. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

20. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

21. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Onecut, the writing must be duly signed by an authorized representative of Onecut), and shall be valid only in the specific instance in which given.

22. Entire Agreement. This Agreement represents the entire agreement between Onecut and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Onecut with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Site are for convenience only, and are not binding or a part of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. NOTHING IN THESE TERMS IS INTENDED OR SHOULD BE INTEPRETED AS LIMITING YOUR RIGHTS UNDER APPLICABLE LAWS THAT BY LAW CANNOT BE LIMITED OR EXCLUDED.