These Credit Card Authorization Terms ("CC Terms") govern the storage, use, and recurring charging of any payment card or other payment method ("Payment Method") you provide to Outrider Digital LLC ("Outrider," "we," "us"). By submitting a Payment Method to us, signing a statement of work, master services agreement, order form, proposal, or invoice that references these CC Terms, or otherwise authorizing us to charge a Payment Method, you ("Client") agree to these CC Terms in full. These CC Terms supplement, and form part of, our Terms of Service and any executed master services agreement, statement of work, proposal, or order form between Client and Outrider (each, a "Service Agreement"). In the event of conflict between these CC Terms and a Service Agreement, the document that grants Outrider broader payment, collection, or remedy rights controls.

1. Authorization to charge

Client irrevocably authorizes Outrider, and any payment processor acting on Outrider's behalf, to charge the Payment Method on file for any and all amounts owed to Outrider, including without limitation: setup fees, recurring monthly or annual service fees, retainers, project fees, milestone payments, scope-change fees, overage charges, expense reimbursements, third-party pass-through costs (including ad spend, software, hosting, licensing, contractor, freelancer, and travel costs), applicable taxes, late fees, interest, declined-payment fees, chargeback reimbursements, collection costs, and any other charges contemplated by a Service Agreement or these CC Terms (collectively, "Charges"). This authorization is a continuing authorization and remains in effect for the duration of any active Service Agreement and for so long as any balance remains outstanding, regardless of termination or expiration of any individual Service Agreement.

2. Recurring and automatic billing

Client acknowledges that fees under a Service Agreement may be recurring (for example, monthly retainers or annual subscriptions) and authorizes Outrider to automatically charge the Payment Method on the schedule set forth in the applicable Service Agreement, invoice, or proposal, without further notice, signature, or confirmation. If no schedule is specified, Charges will be billed in advance on the first business day of each billing cycle. Client agrees that authentication, signature, or invoice acknowledgment is not required for each individual charge.

3. Scope changes and additional Charges

Client further authorizes Outrider to charge the Payment Method for additional Charges arising from scope increases, change orders, additional deliverables, additional users, additional accounts, additional channels, or other expansions of the engagement that Client requests or approves in writing, by email, by chat message, verbally, or by continued acceptance of services. Email confirmation, Slack message, project management tool approval, or written sign-off on a change order constitutes authorization to charge for the related amount.

4. Card on file and account updater

Outrider stores Payment Method information solely through PCI-compliant third-party payment processors (for example, Stripe). Outrider does not retain full card numbers on its own systems. Client authorizes Outrider and its payment processors to participate in card-network "account updater" or equivalent services so that a replaced, reissued, renewed, or upgraded card, or any successor Payment Method linked to the same account, is automatically substituted for the Payment Method on file and remains subject to these CC Terms without interruption.

5. Cardholder authority and representations

Client represents and warrants that: (a) Client is the authorized holder of the Payment Method or has full legal authority from the cardholder to provide and use the Payment Method for Charges hereunder; (b) the person submitting the Payment Method is duly authorized to bind Client and the cardholder to these CC Terms; (c) all information provided in connection with the Payment Method is true, accurate, and complete; and (d) the use of the Payment Method for the Charges does not violate any law, contract, or card-network rule. Client will indemnify Outrider in full for any claim, loss, fee, or expense arising from a breach of this Section 5, including any unauthorized-use claim by a cardholder.

6. No chargebacks; dispute resolution first

Client agrees to contact Outrider in writing at billing@outriderdigital.com to attempt to resolve any billing concern before initiating a chargeback, dispute, reversal, or retrieval request with the card issuer or bank. Client agrees that any Charge that corresponds to a Service Agreement, signed proposal, accepted invoice, or services actually rendered is a valid and authorized charge, and Client waives any right to dispute such Charge with the card issuer to the maximum extent permitted by law. If Client initiates a chargeback or dispute for a valid Charge, such action constitutes a material breach of these CC Terms and the Service Agreement. Client agrees to reimburse Outrider for the disputed amount, all chargeback fees, processor penalties, bank fees, collection costs, and reasonable attorneys' fees, and Outrider may immediately suspend or terminate services and accelerate all unpaid amounts.

7. Declined payments, retries, and fees

If a Charge is declined, returned, reversed, or otherwise fails to settle, Outrider may: (a) automatically retry the Charge on the same or any other Payment Method on file; (b) charge a declined-payment fee of $35 per occurrence; (c) charge interest on the unpaid balance at the lesser of 1.5% per month or the maximum rate permitted by law, accruing daily from the original due date; (d) charge a late fee of 10% of the past-due amount; and (e) suspend, throttle, or terminate services without further notice. Client remains liable for all underlying Charges regardless of any service suspension.

8. Non-refundable fees

Except where expressly stated otherwise in a Service Agreement signed by an authorized officer of Outrider, all fees and Charges are earned when billed and are non-refundable. This includes, without limitation, setup fees, deposits, retainers, monthly subscription fees, annual prepayments, milestone payments, and any amounts paid for services already performed or third-party costs already incurred. Client expressly waives any right to a refund, partial refund, prorated credit, or chargeback for fees covering completed work or committed third-party spend.

9. Pricing changes

Outrider may modify recurring fees or rates upon at least thirty (30) days' written notice (which may be delivered by email to the address on file). Continued receipt or acceptance of services after the effective date of the change constitutes acceptance of the new pricing and authorization to charge the Payment Method accordingly.

10. Taxes

All Charges are exclusive of applicable sales, use, value-added, withholding, or other taxes, levies, and duties, all of which are the sole responsibility of Client. Client authorizes Outrider to charge the Payment Method for any such amounts, whether billed at the time of the underlying Charge or assessed later.

11. Final and post-termination Charges

Termination, expiration, cancellation, pause, or non-renewal of a Service Agreement does not waive, release, or extinguish any unpaid Charge or any Charge that becomes due as a result of services rendered, work in progress, third-party costs committed, or contractual obligations through the effective end date. Client authorizes Outrider to charge the Payment Method for any final invoice, true-up invoice, accelerated balance, early-termination fee, or other amount payable on or after termination.

12. Updating Payment Method information

Client is solely responsible for keeping Payment Method information current, valid, and sufficient to cover Charges. Client must notify Outrider of any change to the Payment Method (including expiration, cancellation, loss, theft, or change of authorized cardholder) and provide an alternate Payment Method promptly, and in any event before the next billing cycle. Failure to maintain a valid Payment Method constitutes a material breach of these CC Terms.

13. Notices and electronic delivery

Outrider may send all billing-related notices (including receipts, declined-payment notices, pricing changes, and these CC Terms and any updates) by email to the address on file or through any client portal or invoicing system used by Outrider. Client consents to receive such notices electronically and agrees that electronic delivery satisfies any legal requirement that such notice be in writing.

14. Electronic signature and acceptance

Client agrees that submitting a Payment Method through any Outrider-provided form, portal, invoice payment link, or processor checkout, or otherwise authorizing storage of a Payment Method (including by countersigning a Service Agreement, paying a deposit, or replying "approved" or similar in writing), constitutes Client's electronic signature and acceptance of these CC Terms under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any analogous law, with the same force and effect as a handwritten signature on a paper document.

15. Indemnification

Client will defend, indemnify, and hold harmless Outrider, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and processor fees) arising out of or related to: (a) any Payment Method or cardholder dispute, including any unauthorized-use claim; (b) any chargeback or reversal; (c) any breach of these CC Terms; (d) Client's use of Outrider's services; or (e) Client's violation of any law or third-party right.

16. Limitation of liability

To the maximum extent permitted by law, Outrider's total cumulative liability arising out of or related to these CC Terms, the Payment Method, or any Charge will not exceed the amount of fees actually paid by Client to Outrider in the three (3) months immediately preceding the event giving rise to the claim. In no event will Outrider be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost business opportunities, even if advised of the possibility of such damages.

17. Collection costs

If any Charge is not paid when due and Outrider refers the matter to a collection agency, attorney, or court, Client agrees to pay all reasonable costs of collection, including agency fees, court costs, and reasonable attorneys' fees, in addition to the underlying Charge, late fees, and interest.

18. Mandatory binding arbitration

Any dispute, claim, or controversy arising out of or relating to these CC Terms, any Charge, the Payment Method, or the relationship between Client and Outrider (each, a "Dispute"), other than Excluded Claims defined below, will be resolved exclusively through final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, at Outrider's election, by the American Arbitration Association under its Commercial Arbitration Rules) before a single arbitrator. The arbitration will be seated in San Diego County, California, conducted in English, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve any question regarding the formation, scope, interpretation, applicability, enforceability, or alleged waiver of this arbitration agreement, except as expressly provided in the class waiver below.

Excluded Claims. The following are not subject to arbitration and may be brought in the courts identified in Section 19: (a) any claim by Outrider to collect unpaid Charges, including any action on account, breach of contract for nonpayment, suit for chargeback reimbursement, or recovery of related fees and costs; (b) any claim for temporary, preliminary, or permanent injunctive or equitable relief to protect intellectual property, confidential information, or trade secrets; and (c) any claim that may be brought in small-claims court so long as it remains within that court's jurisdiction.

Class and representative action waiver. All Disputes must be brought on an individual basis only. The arbitrator may not consolidate claims, preside over any class, collective, mass, private attorney general, or representative proceeding, or award relief to anyone other than the named parties. If this class-and-representative-action waiver is held unenforceable as to a particular Dispute or remedy, that Dispute or remedy must instead be litigated in court under Section 19, but the remainder of this Section 18 will remain in full force and effect.

Pre-arbitration notice. Before initiating arbitration, the claiming party must deliver written notice describing the Dispute and the proposed resolution to the other party at the most recent contact address on file (for Outrider: billing@outriderdigital.com), and the parties will negotiate in good faith for at least thirty (30) days. This requirement does not apply to Excluded Claims or to a request for emergency injunctive relief.

19. Governing law and venue

These CC Terms are governed by the laws of the State of California, United States, without regard to conflict-of-laws principles. For any Dispute not subject to arbitration under Section 18 (including any Excluded Claim), Client and Outrider submit to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, and each party waives any objection to personal jurisdiction, venue, or the doctrine of forum non conveniens in those courts.

20. Revocation of authorization

Client may revoke this authorization only by providing written notice to billing@outriderdigital.com at least thirty (30) days before the next scheduled charge and by simultaneously providing an alternate Payment Method or paying any outstanding balance in full. Revocation does not relieve Client of any obligation to pay Charges already accrued, services already rendered, third-party costs already committed, or any early-termination, cancellation, or minimum-term amounts due under a Service Agreement.

21. Severability, assignment, entire agreement

If any provision of these CC Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable. Outrider may assign these CC Terms in whole or in part without consent; Client may not assign without Outrider's prior written consent. These CC Terms, together with the applicable Service Agreement and the Outrider Terms of Service and Privacy Policy, constitute the entire agreement between the parties regarding the storage and charging of Payment Methods and supersede all prior or contemporaneous understandings on that subject.

22. Updates to these CC Terms

Outrider may update these CC Terms from time to time by posting an updated version with a new effective date. Continued maintenance of a Payment Method on file or continued receipt of services after the effective date constitutes acceptance of the updated CC Terms.

Contact

Questions about these CC Terms or about a Charge should be sent to billing@outriderdigital.com before any dispute is filed with a card issuer or bank.