Terms of Sale and Service

V2 27/07/2023

Please read these Terms of Service (the “Terms”) carefully before using the  www.octai.com (the “Website”) and Services operated by Aigoritma Inc., a company incorporated and validly operating in the United States of America and having the registered address of 3 Germany Dr., Unit 4,1430 Wilmington, Delaware 19804 USA (“Octai“, “us“, “we“, or “our“). These Terms govern your access to and use of Octai’s online platform and Website (collectively, “Services“).

For the purposes of these Terms, “you” and/or “User” refers to you as the user of our Services.

Collectively, Octai and the User may be referred to as the (“parties“).

Your use of our Services is conditional upon your acceptance of and compliance with these Terms. They apply to all individuals who access or use our Services. Additionally, certain Services may require compliance with further terms and conditions.

These Terms are meant for personal use of the Services and Website, without registration and for Trial Period only. Alongside these Terms, our Privacy Policy, governs your use of our Services. If you’re accessing or using our Services under a Subscription Plan, your use and content ownership are subject to Octai’s Master Subscription Agreement.

By using our Services, you confirm that you’ve read, understood, and agree to these Terms. If you disagree with any part of these Terms, you do not have permission to access our Services.

  1. Terms of Use Octai Website and Services

Access to the Octai Website does not require account creation. However, access to Services and Features necessitates an Account.

The Website provides certain non-registration Services, which are in the scope of these Terms and Octai is not liable for information available on the Website, Octai social media, or third-party platforms. You use information from these sources at your own risk.

You must not use automated means to access the Website without express permission. You agree not to interfere with the Website’s operation or impose an unreasonable load on our infrastructure.

From time to time, the Website may contain links to Websites that are not owned, operated or controlled by Octai or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Website. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other web site. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Website, you do so entirely at your own risk.

You may not access the Services if you or your products or services are competitive with Octai or Services, except with our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

You may not access or use the Website or Services or accept the Terms if you are not at least 18 years old. If you do not agree to these Terms, please do not use the Website or Services, and exit immediately.

  1. Restrictions on Use

Unless prohibited by law or explicitly permitted by us in writing, you may not:

  1. Share or post content that infringes on any third party’s rights, violates laws, is deceptive, defamatory, offensive, discriminatory, or promotes harm or illegal activities.
  2. Attempt to duplicate, reverse engineer, or decode our Service.
  3. Use our Service in a way that could damage or disrupt it or interfere with others’ use.
  4. Exceed fair usage limits, as determined by Octai, for data storage or other Service functionalities.
  5. Try to gain unauthorized access to the Service, other Users’ accounts, or connected systems or networks.
  6. Bypass or weaken any technological measures or protections of the Service.
  7. Use automated or manual processes to monitor, extract, copy, or collect data from our Service.
  8. Introduce harmful or malicious materials like viruses or logic bombs into the Service.
  9. Use the Service for illegal, disruptive, or unethical purposes.
  10. Breach laws or regulations while using the Service.
  11. Use our Service in any way not explicitly permitted by these Terms.

Account Creation

Users can only gain access to Services and Features by creating an account. You can try out our Services by accessing the demo through the “Try For Free” interface, which will give you limited access. To subscribe to our Services please contact us by either (i) email or (ii) the contact form on our Website. For more details on how we handle your personal data, please refer to our Privacy Policy.

In order to use our Services, you must first sign up for an account and create a password to finish setting up your account.

You agree to create only 1 (one) unique account and be the sole authorized User of your account for Octai. You agree to keep your account accurate, complete, and with up-to-date information. Your failure to keep your account data accurate, complete, and up to date may lead to your inability to access and your use of Octai or your Account’s termination by us.

If you provide any information that is untrue or inaccurate, not current, or incomplete, or if the Octai suspects that your information is untrue or inaccurate, not current, or incomplete, the Octai may, in its sole discretion, suspend or terminate your account and refuse your current or future access to any Service.

By registering for an account and becoming a User of the Services and Octai, you agree to be liable for all activities that take place under your account and agree to always keep the safety and privacy of the login credentials. If you become conscious of or reasonably suspect any violation of safety, including without limitation any loss, theft, or unlawful disclosure or use of your account, you must promptly notify us. If we suspect that there is likely to be a breach of security or misuse of the Website or ML Platform, or violation of any obligation under these Terms, we may suspend or terminate your account. Such termination or suspension may be immediate and without notice. In such an event, all information held in your account and Account will be deleted without notice, and you accept full responsibility, and you hereby release and hold harmless Octai from any and all liability in this regard.

If you are signing up on behalf of any other person, then you represent and warrant that you have the right, authority, and capacity to enter these Terms on behalf of the person that you represent. 

Octai cannot and will not be held responsible for any loss or harm caused by your inability to maintain the safety of your account. Thus, Octai is not responsible for any loss or damage as a result of someone else using your account, the registration information, with or without your knowledge.

Octai

By uploading User Content through the Octai or Website, you grant Octai a non-exclusive, transferable, global, royalty-free license to use, host, store, reproduce, display, perform, modify (formatting only), and distribute your User Content in relation to providing the Service. You retain your rights to your User Content.

You are responsible for your User Content. You warrant that you have all necessary rights to grant us the license to your User Content under these Terms and its use will not violate any third-party rights, laws, regulations, or any agreements with third parties.

Discussions

The Website features a discussion page, accessible without registration. This space is intended for constructive conversation and engagement without the need for an account. For User Submissions on areas of the Website where Octai has invited input, you retain intellectual property rights. However, by posting, you grant Octai a non-exclusive, perpetual, royalty-free right to use, modify, and distribute the content across all media. Octai has the right, but not obligation, to pre-screen content, and remove it if necessary. Your submissions are non-confidential. You accept risks associated with submitting ideas or proposals, and grant Octai full rights to use this Feedback for the operation and maintenance of the Website and Services.

Transactional Partners

In some cases we partner with another company to co-promote their services within our Website.  In these cases, you are transacting directly with the other party.  On those pages, the transactional partners’ brand is clearly visible and their terms of service are posted.  When using these partner pages, you are bound by partner terms of service in addition to remaining bound by these Terms.  When there is a conflict between these Terms and the partner’s terms of service, their terms of service will prevail.

Advertising Rights

Octai reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your creative submission, and Octai and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Octai to sell, license or offer to sell or license any advertising, promotion or distribution rights.

  1. Subscriptions

To purchase Services including the the Octai Services (“Subscription”) you need to contact us via either (i) e -mail or (ii) contact   form   on   the   Website. Pricing and included features for the Subscriptions (“Subscription Plan(s)”) are shall be provided, means all fees associated with your Subscription. Additional terms may apply to the Subscription you purchase or when you enable certain features. When Supplementary Terms apply, we will present these terms to you prior to purchase or when you enable such a feature.

  1. Pricing and Price Adjustments

Octai reserves the right, at any time and at its sole discretion, to alter the Subscription Plan Fees for its Services.

Any changes in Subscription Fees will be communicated to you with reasonable prior notice. Your continued use of the Service indicates your agreement to pay the adjusted Subscription Fees.

Prices quoted exclude any governmental assessments or taxes such as value-added, sales, use or withholding taxes, levied by any jurisdiction (collectively referred to as “Taxes”). You bear responsibility for all Taxes pertaining to your Subscription, excluding taxes based on our net income. If any payment for the Service is subject to withholding tax by any government, you agree to compensate us for such withholding tax.

  1.  Trial Period

At its discretion, Octai may offer a Subscription with a limited-period free trial (“Trial Period”). During the Trial Period, you may cancel anytime until the last day of your Trial Period by following the cancellation procedures outlined in the Subscription section of these Terms. If you or Octai cancels your Trial Period, you acknowledge and agree that we may delete all your User Content or data associated with the Workspace tied to your Trial Period. If you don’t cancel your Trial Period, your Trial Period will transition to a paid Subscription at the end of the trial, and you authorize us to charge your payment method for continued use of the paid Service under such Subscription.

Octai retains the right, at any time and without notice, to (a) alter the terms and conditions of any Trial Period offer; (b) terminate any Trial Period offer; or (c) cancel any Trial Period Subscription.

  1. Refunds

Payment commitments are irrevocable, fees are non-refundable, and no credits are issued for partially used Subscription periods.

  1. Communications from Octai

By creating an account on our Service, you agree to receive newsletters, marketing materials, and other promotional communications from us. You may, however, opt out of receiving these marketing communications by following the unsubscribe link or instructions provided in any email we send. Please note, we may still send you transactional or administrative messages related to the Service even if you opt out of receiving marketing communications.

  1. Intellectual Property

The Service and its Content (excluding User Content and Organization Content), features, and functionality remain the exclusive property of Octai and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without Octai’s prior written consent.

  1.  Feedback

We appreciate feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not grant you any rights or interests in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Octai, and Octai may use and disclose Feedback in any manner and for any purpose without further notice or compensation to you and without any proprietary or other right or claim retained by you. You hereby assign to Octai any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights) that you may have in and to any and all Feedback.

  1. Data Protection and Privacy

We access your data to enable us to respond your requests and as necessary to provide you with the Website and Services. Our Privacy Policy describes our information practices, including the types of information we receive and collect from you, and how we use and share this information. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.

Before sharing your data, we will take steps designed to ensure that any Third-Party Service provider maintains commercially reasonable data practices for maintaining the confidentiality and security of your data and for preventing unauthorized access to such data. We may share your data with third parties for their own marketing purposes.

Octai hereby represents and warrants compliance with relevant legislations, rules, regulations, directives, and guidelines (jointly, the “Rules”) on the compilation, use, and disclosure of information and data gathered from or about the Users relevant to access or use of the Website or the Services.

The Rulesinclude without limitation (i) United States federal and relevant state laws with regards to data collection and data privacy including if applicable, California Customer Privacy Act (“CCPA”); and (ii) if applicable, the Data Protection Directive and the General Data Protection Regulation (“GDPR”) brought by the European Union, (iii) the UK GDPR if applicable or any other Rules of another jurisdiction or rules, laws or any other part of the legislation issued by the relevant data protection authorities, and any amendments and changes thereof or laws as may be repealed or succeeded.

Our Services are not intended to hold any Sensitive Information. You represent and warrant that you will not use our Website and related Services to transmit, upload, collect, manage, or otherwise process any Sensitive Information. We will not be liable for any damages that may result from your use of our website and services in transmitting, collecting, managing, or processing any sensitive information.

Any personal information that you provide to us is subject to our Privacy Policy. Please review our Privacy Policy  for more information about how we collect and use your personal information.

  1.  Termination

We hold the right to terminate or suspend your account, denying Service and Subscriptions access immediately, without prior notice or any liability, at our discretion, for any reason or no reason, including but not limited to, violation of the Terms.

Indemnification

You agree to protect, indemnify, and hold harmless Octai and its licensees and licensors, their employees, contractors, agents, officers, and directors, from any claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to legal fees), that stem from or arise out of your use and access of the Service by you or anyone using your account and password, a breach of these Terms, or your User Content provided to the Service.

  1. Limitations of Liability

LIMITATIONS OF LIABILITY. OCTAI DOES NOT ASSUME ANY RESPONSIBILITY, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS WEBSITE OR USING THE SERVICES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THIS WEBSITE. IN NO EVENT WILL OCTAI, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ANY MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE AND SERVICES. IN NO EVENT SHALL OCTAI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR SUBSCRIBED BY YOU ON THE WEBSITE.

  1. Force Majeure

None of the parties shall be responsible for any error or delay in fulfilling any of their corresponding obligations arising from these Terms, if a Force Majeure Event prevents them from doing so. Force Majeure Event means acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

  1. Interpretation

Unless the context requires otherwise, (i) the singular includes the plural and vice versa; (ii) if any act which shall be performed in accordance with this Terms is to be done on a day that is not a business day then the act must be performed on or before the next business day; (iii) a reference to any legislation or law includes all amendments, consolidations or other provisions thereof, (iv)a reference to a natural person shall mean including without limitation a partnership, joint venture, association, government or legal body or legal entity and vice versa shall be interpreted herein.

  1. Language

Our Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version prevails.

  1. Disclaimer

DISCLAIMERS. YOUR USE OF THE WEBSITE AND THE SERVICES ARE AT YOUR RISK. THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER OCTAI, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE, AND NEITHER OCTAI, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OCTAI OR THROUGH THE WEBSITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

OCTAI, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL OPERATE UNINTERRUPTED, SECURELY, OR BE AVAILABLE AT ANY SPECIFIC TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE FIXED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER DAMAGING ELEMENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

  1. Exceptions

Certain jurisdictions don’t allow the exclusion of some warranties or the exclusion or limitation of liability for consequential or incidental damages, as set out in the “Liability” and “Disclaimer” sections above, so these restrictions may not apply to you.

  1. Governing Law

These Terms are governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any conflict of laws rules.

Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in a court of competent jurisdiction located in the State of Delaware, the United States of America.

The User and Octai irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The User hereby waives any objection based on forum non convenient and waives any objection to venue of any action instituted hereunder. Except as may be required by law or to enforce an order or award, the User or any of his or her representatives may disclose the existence, content, or results of any negotiation or litigation proceeding without the prior written consent of Octai.

  1. Arbitration Agreement

Any dispute arising out of or relating to these Terms, including the validity, breach, termination, or interpretation thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Delaware, USA, in the English language, before a panel of three arbitrators, with each party being responsible for the costs of their own attorneys’ fees and the costs of the arbitration. The decision of the arbitrator(s) shall be final and binding on both parties.

  1. Amendments

We hold the right, at our sole discretion, to modify or update these Terms, including any Supplementary Terms, whenever required. By persisting to use or access our Service after any modifications become effective, you agree to abide by the updated terms. If you disagree with the new terms, your authorization to use the Service is withdrawn.

  1. Waiver

Our inability to enforce any right or provision of these Terms shall not be viewed as a waiver of those rights. If any clause of these Terms is considered to be invalid or unenforceable by a court, the remaining clauses of these Terms will continue in effect.

  1. Entire Agreement

These Terms form the complete agreement between you and Octai in relation to our Service and supplant any preceding agreements we might have had concerning the Service.

  1. Survival

All stipulations of the Terms which, by their nature, should endure termination shall survive termination. This includes, but is not limited to, ownership clauses, warranty disclaimers, indemnity, and limitations of liability.

  1. Contact us

If you have any queries about our Terms, feel free to contact us at:

Octai

legal@octai.com