Welcome to Outercite! By using our AI Search visibility platform and related services ("Services"), you agree to these Terms of Service ("Terms"). Please read them carefully.

1. Agreement to terms

These Terms of Service (“Terms”) form a binding agreement between you (“you”, “Customer”) and Outercite Pty Ltd (“Outercite”, “we”, “us”, or “our”). By creating an account, accessing or using the Services, or clicking “I accept” (or similar), you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity.

2. Definitions

• “Services” — the Outercite platform, web application, APIs, browser extension, branded sub-products (CitePulse™, Vericite™, Citezens™, Citescout™, Nextcite™, Citerank™, Recite™), documentation, and any related offerings.

• “Account” — your registered user or organisation account.

• “Customer Content” — data, text, images, logos, URLs, keywords, prompts, competitor lists, branding assets, feedback, and anything else you submit to the Services.

• “Output” — citation reports, predictions, insights, content briefs, reputation scores, and any other analysis generated by the Services for you.

• “Subscription Fees” — the recurring fees payable for a paid plan, as displayed on our pricing page or agreed in writing.

• “Agency Customer” — a Customer who uses the Services to manage one or more third-party Client Workspaces.

• “Client Workspace” — a separate workspace created by an Agency Customer on behalf of its end client.

• “AU$” — Australian dollars, the default billing currency.

3. Description of the Services

Outercite provides software to monitor, verify, predict, and improve the visibility of a business in responses generated by third-party AI search engines (including ChatGPT, Claude, Gemini, Perplexity, Grok, and DeepSeek). Features include, without limitation, multi-model citation checking, competitor tracking, prediction simulation, content recommendations, reputation monitoring, autonomous agent actions, and — optionally — minting of Citezens™ NFT identities on the Base blockchain.

Features, plans, limits, and integrations may be added, removed, or modified over time. We'll provide reasonable notice of material reductions in functionality to active paid subscribers.

4. Eligibility and accounts

You must be at least 18 years old and legally able to enter into contracts to use the Services. You must register an Account with accurate, complete, and current information, and keep that information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity on your Account.

Notify us immediately at team@outercite.com of any unauthorised use of your Account or any breach of security. We are not liable for losses caused by unauthorised use of your Account.

5. Your responsibilities

You are responsible for:

• Ensuring you have all necessary rights to submit Customer Content to the Services (including rights in any trademarks, logos, or competitor information).

• Complying with applicable laws, including privacy, consumer, anti-spam, and export-control laws, in your use of the Services.

• Configuring autonomy levels, approval thresholds, notification settings, and integrations appropriately for your organisation.

• Reviewing and validating Output before acting on it. The Services are decision-support tools, not decision-makers.

• Maintaining your own backups of critical data. While we back up our infrastructure, you should export reports and data you deem important.

6. Acceptable use

You must not, and must not allow any third party to:

• Use the Services to violate any law, regulation, or third-party right.

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except as permitted by law.

• Probe, scan, or test the vulnerability of the Services without our prior written permission. Responsible-disclosure reports are welcome and encouraged — see Security.

• Interfere with or disrupt the Services, servers, or networks, or circumvent rate limits, usage quotas, or access controls.

• Use the Services to generate, distribute, or facilitate spam, phishing, malware, or harassment.

• Submit content that is unlawful, defamatory, hateful, infringing, harmful to minors, or that constitutes sensitive personal information without a lawful basis.

• Use the Services to build a competing product, or to reverse-engineer our algorithms for benchmarking purposes that would be published without our consent.

• Misrepresent your identity, your organisation, or the ownership of any business profile you manage.

• Submit prompts designed to elicit unsafe, illegal, or policy-violating responses from third-party AI providers.

• Mine, sell, or share access to the Services beyond the number of seats you have paid for.

We may suspend or terminate Accounts for material or repeated breach of this section without liability.

7. Your content

As between you and Outercite, you own all Customer Content you submit. You grant Outercite a worldwide, non-exclusive, royalty-free, sublicensable licence to host, copy, process, transmit, display, and modify Customer Content solely to provide, maintain, and improve the Services for you and, where applicable, for the Agency Customer or organisation you belong to.

You grant us permission to send Customer Content — including your keywords, prompts, and business-profile data — to the third-party AI providers listed in the Privacy Policy so that we can measure citations and run predictions. You represent that doing so does not violate any agreement you have with a third party.

We may aggregate and anonymise Customer Content for internal analytics, product improvement, and publication of industry benchmarks, provided the result cannot reasonably identify you or your business.

On deletion or termination of your Account, we will delete or anonymise Customer Content within 90 days, except where retention is required by law (e.g. billing records) or for legitimate backup cycles (see Privacy Policy 9).

8. Our intellectual property

The Services, including all software, designs, interfaces, trademarks, brand names (CitePulse™, Vericite™, Citezens™, Citescout™, Nextcite™, Citerank™, Recite™), documentation, and any Output generated for you (excluding your Customer Content), are owned by Outercite or our licensors and are protected by copyright, trademark, patent, and other laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during your subscription, in accordance with these Terms. This licence does not convey ownership in any part of the Services. All rights not expressly granted are reserved.

Output generated for you is licensed to you for your internal business use and for communication with your own clients. You may share or republish Output externally, provided you do not misrepresent it, and do not use Output to develop a product substantially similar to the Services.

Feedback you provide about the Services may be used by us without restriction or obligation.

9. Subscriptions, billing, and renewals

9.1 Plans and fees

Current plans, limits, and Subscription Fees are shown on our pricing page. Unless stated otherwise, fees are in Australian dollars (AU$) and exclusive of applicable taxes (including GST), which will be added at the rate in force at the time of billing.

9.2 Free trials

We may offer free trials on selected plans. Trials convert to paid subscriptions at the end of the trial unless cancelled. We will remind you before conversion where required by law.

9.3 Auto-renewal

Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) at the then-current price for that plan. You can cancel or change your plan at any time via the billing portal or by emailing team@outercite.com. Cancellation takes effect at the end of the current billing period.

9.4 Price changes

We may change Subscription Fees. Price increases will apply to your next renewal and will be notified at least 30 days in advance. You may cancel before the increase takes effect.

9.5 Overage, usage-based add-ons

Some features are billed by usage (for example, additional AI queries or prediction runs). Overage is billed at the published rate and appears on the next invoice.

9.6 Refunds

Subscription Fees are non-refundable except where required by law (including the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010(Cth)). For monthly plans, we will refund the unused portion only where required by applicable law or at our discretion. For annual plans cancelled mid-term, we do not provide pro-rata refunds; your access remains active through the end of the paid term.

9.7 Failed payments

If a payment fails we will retry within 14 days and notify you. Continued failure may result in suspension or termination of the Services without further notice.

9.8 Taxes

You are responsible for all taxes, duties, and levies applicable to your purchase, other than taxes on our net income. If you are tax-exempt, supply us with a valid exemption certificate in advance.

10. Cancellation and termination

You may cancel at any time through the billing portal. Unless otherwise stated, access continues until the end of the paid period; we do not refund fees for the unused portion (subject to statutory rights).

We may suspend or terminate your Account immediately if you breach these Terms, fail to pay fees due, create legal or reputational risk for Outercite or other users, or if required by law. On termination, your licence to the Services ends; you may request an export of your Customer Content within 30 days of termination.

Sections that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, indemnities, and governing law) will survive.

11. Agency and workspace terms

If you are an Agency Customer:

• You represent that you have authority from each end client to use the Services on that client's behalf and to submit their data.

• You are responsible for the actions of your personnel and any Client Workspace users you invite.

• You remain the customer of record for all Client Workspaces you create, and are responsible for their fees, unless we agree to direct-bill a client in writing.

• You must not misrepresent Outercite as a product of your agency, though agency white-label branding of the dashboard is permitted on qualifying plans.

• On termination, Client Workspace data is handled in accordance with Section 7 and the Privacy Policy. You are responsible for advising clients of that handling.

12. AI output — disclaimer

The Services rely on third-party large language models and produce probabilistic Output. You acknowledge and agree:

• Output may contain errors, omissions, or biases, and may not reflect current facts.

• Predictions are forecasts, not guarantees. Actual outcomes may differ materially.

• Autonomous agent actions execute based on settings you configure. You are responsible for reviewing approval thresholds and for the actions taken at those thresholds.

• You must independently verify Output before relying on it for material decisions — including financial, legal, medical, safety, or regulatory decisions. The Services are not professional advice.

• Citation data reflects what AI platforms said at the moment of query. Platforms change their models and indices continuously; past results do not predict future ones.

13. Blockchain / NFT terms

Minting Citezens™ NFTs is optional. If you opt in:

• NFTs are minted on Base (Coinbase Layer-2). Transaction and gas fees, if any, are borne by Outercite during the launch phase; this may change with notice.

• Outercite operates a custodial wallet on your behalf for simplicity. You may request transfer to a self-custodied wallet; we will support this where technically feasible.

• On-chain data — token IDs, wallet addresses, metadata pointers, hashed organisation identifiers — is public and immutable.

• NFT metadata and avatar images are pinned on IPFS via Pinata. Copies may persist on other IPFS nodes indefinitely.

• Outercite makes no representation about the monetary value of any NFT minted through the Services. The NFTs are functional identifiers for agent citizens, not investments.

• Applicable tax treatment of NFTs varies by jurisdiction. You are responsible for your own tax compliance.

14. Third-party services

The Services integrate with and rely upon services operated by third parties (listed in the Privacy Policy). Your use of those services is governed by their terms, not ours. Outercite is not responsible for third-party service outages, policy changes, or data-handling practices, though we will use reasonable efforts to minimise disruption and to switch providers if a material issue arises.

15. Beta features

We may label certain features “beta”, “preview”, or “experimental”. Such features are provided on an “as-is” basis, may be modified or discontinued at any time, and are excluded from any service-level commitments. You use them at your own risk.

16. Disclaimers

To the maximum extent permitted by law, and subject to the statutory consumer guarantees described below, the Services and Output are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or that the Services will be uninterrupted, secure, or error-free.

Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement. If a consumer guarantee applies and cannot be excluded, our liability is limited, at our option, to re-supplying the Services or refunding the fees paid for the non-conforming Services.

17. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, lost revenue, lost data, lost reputation, or cost of substitute services), arising out of or in connection with these Terms or the Services, whether in contract, tort, statute, or otherwise, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or in connection with these Terms will not exceed the greater of (a) the fees paid by you to Outercite in the 12 months preceding the event giving rise to the claim, and (b) AU$100.

These limitations do not apply to: (i) liability that cannot be excluded or limited by applicable law; (ii) fraud or wilful misconduct; (iii) a party's indemnification obligations; or (iv) your obligation to pay fees due.

18. Indemnification

You agree to defend, indemnify, and hold harmless Outercite and its officers, directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) your breach of these Terms; (b) your use of the Services in violation of applicable law; (c) Customer Content you submit; or (d) your failure to obtain necessary rights or consents in respect of Customer Content.

Outercite will defend, indemnify, and hold harmless Customer from and against claims by a third party alleging that the Services as provided by Outercite infringe such third party's registered intellectual property rights, provided Customer (i) promptly notifies Outercite of the claim, (ii) gives Outercite sole control of the defence and settlement, and (iii) provides reasonable assistance at Outercite's expense.

19. Governing law

These Terms are governed by the laws of Western Australia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute resolution

Before commencing legal proceedings, each party will use reasonable efforts to resolve the dispute in good faith. If a dispute is not resolved within 30 days of written notice, either party may refer the dispute to confidential mediation administered by the Resolution Institute in accordance with its Mediation Rules.

If mediation fails, the dispute will be submitted to the exclusive jurisdiction of the courts of Western Australia and the courts of appeal thereof. Each party waives any objection to the convenience of that forum.

Nothing in this section prevents a party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

21. Changes to these terms

We may revise these Terms from time to time. When we do, we'll update the “Last updated” date at the top. Material changes — including increases in fees, reductions in features, or expansions of your obligations — will be notified by email to the primary contact of record and announced in-app at least 14 days before they take effect, where practicable. Continued use after the effective date constitutes acceptance.

22. General

• Entire agreement. These Terms and the documents incorporated by reference (Privacy Policy, Cookie Policy, any order form or DPA) are the entire agreement between the parties concerning the Services.

• Severability. If any provision is held unenforceable, the remaining provisions will remain in full effect.

• No waiver. A failure to enforce a right or provision is not a waiver of that right or provision.

• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.

• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

• Notices. Legal notices to Outercite must be sent to team@outercite.com. Notices to you may be sent to the email address on file for your Account.

• Relationship. The parties are independent contractors. No agency, partnership, or employment relationship is created by these Terms.

• Export. You will not export, re-export, or transfer the Services in violation of applicable sanctions or export laws.

23. Contact

Questions about these Terms: team@outercite.com