1. Agreement to these Terms
These Terms of Service govern your access to and use of the websites, pricing audits, reports, recommendation workflows, software previews, pilots, and related services provided by Outprice LLC ("Outprice," "we," "us," or "our"). By accessing or using the services, requesting an audit, sending data, or otherwise engaging with Outprice, you agree to these Terms.
2. Company information
Outprice LLC is based in Las Vegas, Nevada. Our mailing address is:
Outprice LLC
732 S 6th St, Ste N
Las Vegas, NV 89101
Contact: team@outprice.io
3. Services
Outprice provides pricing software and related services for HVAC distributors, including catalog audits, market comparisons, pricing recommendations, approval workflows, price file exports, pilots, and related analysis.
Unless we separately agree in writing, Outprice services are designed to provide recommendations and decision support only. Outprice does not make final pricing decisions for your business. You are responsible for reviewing, approving, modifying, rejecting, exporting, importing, and implementing any price changes.
4. Read-only audits and pilots
Initial audits and pilots may operate in read-only or export-only mode. During these phases, Outprice may analyze catalog, cost, order, and market data and produce reports, queues, or files for your review. No price change should be considered approved or implemented unless your authorized personnel approve and implement it.
5. No guaranteed results
Outprice does not guarantee increased revenue, increased gross profit, margin improvement, conversion rate improvement, demand behavior, customer retention, price acceptance, or any other business outcome. Pricing recommendations depend on the quality, freshness, completeness, and accuracy of your data and available market signals.
6. Customer responsibilities
You are responsible for:
- Confirming that you have the right to provide all data you send to Outprice.
- Reviewing all recommendations, reports, exports, and outputs before use.
- Setting and validating cost floors, margin rules, product constraints, and approval authority.
- Complying with your agreements, supplier rules, resale policies, MAP policies, tax obligations, consumer protection laws, and other legal or business requirements.
- Maintaining backups of your catalog, prices, ERP data, ecommerce data, and other business systems.
7. Customer data
"Customer Data" means data you provide to Outprice or authorize Outprice to access, including catalog records, product descriptions, SKU data, costs, prices, order history, inventory information, ERP exports, ecommerce exports, notes, and communications.
You retain ownership of Customer Data. You grant Outprice a limited license to use Customer Data to provide, maintain, secure, troubleshoot, and improve the services, prepare audits and recommendations, communicate with you, and comply with legal obligations.
8. Sensitive data
Do not send Outprice Social Security numbers, payment card numbers, bank account numbers, protected health information, consumer credit information, passwords, private keys, or other highly sensitive personal information unless we have expressly agreed in writing that the service is designed to handle that data. Outprice is not intended to process regulated consumer financial, health, or payment card data.
9. Third-party and market data
Outprice may use public, customer-provided, licensed, or third-party data sources to compare market pricing. Third-party and market data may be incomplete, inaccurate, delayed, stale, unavailable, or mismatched. You are responsible for reviewing recommendations before relying on them.
10. Acceptable use
You may not misuse the services, interfere with their operation, attempt unauthorized access, reverse engineer non-public software, submit malicious code, use the services to violate law or third-party rights, or use outputs in a way that is deceptive, unlawful, or harmful.
11. Fees
Fees, payment terms, audit scope, pilot scope, and subscription terms may be set out in an order form, statement of work, invoice, email confirmation, or other written agreement. Unless stated otherwise in writing, fees are non-refundable once work begins.
12. Intellectual property
Outprice and its licensors own the services, software, models, workflows, designs, documentation, templates, reports formats, methods, and other Outprice materials, excluding Customer Data. You may use Outprice outputs for your internal business operations, subject to these Terms and any applicable agreement.
13. Confidentiality
Each party may receive non-public business, technical, pricing, operational, or financial information from the other party. Each party will use reasonable care to protect the other party's confidential information and will use it only for purposes related to the services, except where disclosure is required by law.
14. Disclaimers
The services and all recommendations, reports, data, analyses, and outputs are provided "as is" and "as available." To the fullest extent permitted by law, Outprice disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Outprice is not providing legal, tax, accounting, financial, or professional pricing advice. You are responsible for final business decisions and for consulting qualified advisors where appropriate.
15. Limitation of liability
To the fullest extent permitted by law, Outprice will not be liable for lost profits, lost revenue, lost savings, loss of goodwill, business interruption, loss or corruption of data, pricing errors, procurement errors, indirect damages, incidental damages, special damages, consequential damages, exemplary damages, or punitive damages.
To the fullest extent permitted by law, Outprice's total aggregate liability for all claims relating to the services will not exceed the greater of (a) the fees you paid to Outprice for the services giving rise to the claim during the three months before the event giving rise to liability, or (b) $100 if you used free or unpaid services.
16. Indemnification
You will defend, indemnify, and hold harmless Outprice from and against claims, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your data, your products, your pricing decisions, your implementation of recommendations, your violation of these Terms, or your violation of law or third-party rights.
17. Suspension and termination
We may suspend or terminate access to the services if you violate these Terms, fail to pay fees, create security or legal risk, or use the services in a way that may harm Outprice, customers, or third parties. You may stop using the services at any time, subject to any payment obligations in a separate agreement.
18. Governing law and venue
These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-laws rules. The state and federal courts located in Clark County, Nevada will have exclusive jurisdiction over disputes arising from or relating to these Terms or the services, unless applicable law requires otherwise.
19. Changes to these Terms
We may update these Terms from time to time. The updated version will be posted with a new effective date. Your continued use of the services after an update means you accept the updated Terms.
20. Contact
Questions about these Terms may be sent to team@outprice.io or mailed to Outprice LLC, 732 S 6th St, Ste N, Las Vegas, NV 89101.