Terms of Service

These Terms of Service ("Terms") govern your access to and use of the software, websites, applications, and related services made available by Octelligence Inc. ("Octelligence", "we", "us", or "our"). By accessing or using the Service, by clicking "I agree" (or similar), or by signing an order form that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" or "Customer" refers to that organization.

1. Definitions

• "Service" means the Octelligence platform, websites, applications, application programming interfaces, and related products and services made available by Octelligence.
• "Customer" or "you" means the individual or entity that has agreed to these Terms.
• "Authorized User" means an individual whom Customer permits to access and use the Service under Customer's account, such as employees, contractors, advisors, or representatives.
• "Customer Data" means data, documents, content, and information that Customer or its Authorized Users upload, submit, generate, or transmit through the Service, including corporate records, governance documents, share registers, cap tables, and related metadata.
• "Documentation" means user guides, help materials, and product documentation made available by Octelligence.
• "Order" means an order form, online checkout, plan selection, or written ordering document referencing these Terms.
• "Subscription Term" means the period during which Customer is authorized to access and use the Service as specified in the applicable Order.

2. Use of the Service

Subject to these Terms and payment of applicable fees, Octelligence grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes.

You are responsible for complying with applicable corporate, securities, tax, privacy, and recordkeeping laws in the jurisdictions relevant to your organization. You are responsible for:

• The accuracy, quality, legality, and completeness of Customer Data.
• Maintaining the confidentiality of account credentials, multi-factor authentication factors, and access controls.
• The acts and omissions of Authorized Users, who must comply with these Terms.
• Ensuring your use of the Service complies with applicable law and your internal policies.

2.1 Geographic Eligibility

The Service is offered to, and intended for use by, customers and Authorized Users located outside the European Economic Area ("EEA"), the United Kingdom, and Switzerland. By registering for or using the Service, Customer represents and warrants that Customer is not established in, and Customer's Authorized Users are not ordinarily resident in, the EEA, the United Kingdom, or Switzerland. Octelligence reserves the right to suspend or terminate accounts that do not meet this eligibility requirement. Octelligence may expand availability to additional regions in the future; any expansion will be announced through the Service or our website.

3. Accounts & Authorized Users

To use most features of the Service you must register for an account. You agree to provide accurate, current, and complete information and to keep it up to date. You must promptly notify us of any unauthorized access to, or use of, your account at security@octelligence.com.

Octelligence is not responsible for any losses arising from unauthorized use of your account where the unauthorized access resulted from your failure to maintain credential security or to promptly notify us of a compromise.

4. Acceptable Use

Customer's use of the Service must comply with the Octelligence Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. The AUP describes prohibited activities and content, system-integrity rules, and restrictions on the categories of data that may be processed in the Service. Violations of the AUP are a material breach of these Terms.

5. Customer Data & License

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Octelligence a worldwide, non-exclusive, royalty-free, fully paid-up license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to (a) provide, maintain, secure, and improve the Service, (b) prevent or address technical or security issues, (c) comply with applicable law, and (d) enforce these Terms.

Customer represents and warrants that it has all rights, consents, and authorizations necessary to upload Customer Data to the Service and to permit the processing contemplated by these Terms, and that Customer Data and its use through the Service will not violate applicable law or infringe the rights of any third party.

Octelligence may generate aggregated, de-identified, or anonymized data derived from use of the Service that does not identify Customer or any individual ("Aggregated Data") and may use Aggregated Data for any lawful business purpose, including to operate, improve, analyze, and market the Service.

6. Subscriptions, Fees & Billing

Paid subscriptions are billed according to the plan and billing cycle selected at purchase and as described on the applicable pricing page or Order. Unless otherwise specified, fees are quoted in U.S. dollars (or the currency stated at checkout), are exclusive of applicable taxes, and are non-refundable except as expressly stated in these Terms or required by applicable law.

Automatic Renewal. Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party cancels prior to the renewal date in accordance with the applicable billing terms. Renewal fees will reflect then-current pricing, provided that we will give Customer at least thirty (30) days' notice before any price increase that exceeds prior-period fees by more than ten percent (10%).

Payment. Customer authorizes Octelligence and its payment processor to charge the payment method on file for all applicable fees, including renewals. If a payment is not received when due, Octelligence may, after reasonable notice, suspend access to the Service or terminate the subscription as described in Sections 13 and 17.

Taxes. Customer is responsible for all taxes, levies, duties, and similar assessments arising out of or related to these Terms, other than taxes based on Octelligence's net income.

7. Free Trials & Beta Features

Octelligence may offer free trials, free tiers, or pre-release features identified as "beta", "preview", "experimental", or similar ("Beta Features"). Free trials and Beta Features are provided "as is" and "as available", may be modified, suspended, or discontinued at any time, and are excluded from any service-level commitment. Notwithstanding any other provision of these Terms, Octelligence's total liability arising out of or related to free trials or Beta Features is limited to one hundred U.S. dollars ($100).

8. Intellectual Property

Octelligence and its licensors retain all right, title, and interest in and to the Service, Documentation, and all related software, interfaces, designs, branding, trademarks, and intellectual property, and all improvements, modifications, and derivatives thereof. No rights are granted to Customer other than those expressly granted in these Terms.

Customer may submit suggestions, feedback, or ideas about the Service ("Feedback"). Customer grants Octelligence a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback into the Service or other products without restriction or obligation.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that the Recipient would reasonably understand to be confidential under the circumstances. Customer Data is Customer's Confidential Information. The Service, Documentation, pricing, and non-public roadmap information are Octelligence's Confidential Information.

The Recipient will (a) use Confidential Information solely to perform under these Terms, (b) protect it using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) limit access to its personnel and advisors who need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes publicly available without breach, was rightfully in the Recipient's possession without confidentiality obligations, is independently developed without use of the Confidential Information, or is rightfully received from a third party without confidentiality obligations. If compelled by law to disclose Confidential Information, the Recipient will, where legally permitted, give prompt notice to allow the Discloser to seek a protective order.

10. Privacy & Data Processing

Our Privacy Policy describes how we collect, use, and share personal information and is incorporated into these Terms by reference.

Where Octelligence processes personal information on behalf of Customer as a processor (or service provider), the parties' rights and obligations regarding such processing are governed by the Octelligence Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference for any Customer subject to the General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act, the Personal Information Protection and Electronic Documents Act, or other applicable data protection laws.

11. Third-Party Services

The Service may interoperate with, link to, or be used in connection with third-party products, services, websites, or content ("Third-Party Services"). Third-Party Services are provided by their respective providers and are subject to their own terms and privacy practices. Octelligence does not control, endorse, or assume responsibility for Third-Party Services, and is not liable for any loss or damage arising from Customer's use of them. Customer's use of any Third-Party Service is at Customer's own risk.

12. Service Availability

Octelligence targets the availability commitments described in the Service Level Agreement ("SLA"), which is incorporated into these Terms by reference for Customers on a paid subscription. Service Credits described in the SLA are Customer's sole and exclusive remedy for failure to meet the availability commitment.

Other than as set out in the SLA, the Service is provided on a commercially reasonable, best-effort basis, and we do not guarantee uninterrupted or error-free operation. Access may be interrupted for planned maintenance, updates, security events, third-party outages, or circumstances outside our reasonable control. Current operational status and incident communication are available at the Platform Status page.

13. Suspension

Octelligence may suspend Customer's or any Authorized User's access to the Service if (a) Customer fails to pay undisputed fees when due and the failure continues for ten (10) days after notice, (b) Customer's use of the Service violates these Terms or applicable law, (c) Customer's use poses a material security risk to the Service or other users, (d) Octelligence reasonably believes suspension is required to comply with applicable law or a lawful order, or (e) continued provision of the Service to Customer would expose Octelligence to potential legal liability.

Where reasonably practicable and not prohibited by law or by the nature of the issue, Octelligence will provide advance notice of suspension and an opportunity to cure. We will restore access promptly after the cause of suspension has been resolved.

14. Warranty Disclaimers

Except as expressly set forth in these Terms, the Service, Documentation, and all related materials are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, Octelligence and its licensors and suppliers disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising out of course of dealing, course of performance, or trade usage.

Octelligence does not warrant that the Service will be uninterrupted, error-free, secure, free of harmful components, or that errors will be corrected. Customer assumes sole responsibility for results obtained from the use of the Service and for conclusions drawn from such use.

15. Indemnification

15.1 Indemnification by Octelligence

Octelligence will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes a third party's patent, copyright, or trademark, and will indemnify Customer against damages and reasonable costs finally awarded against Customer or agreed in settlement by Octelligence. If the Service is held to infringe or Octelligence reasonably believes it may infringe, Octelligence may, at its option, (a) modify the Service so it is non-infringing while substantially preserving its functionality, (b) procure the right for Customer to continue using the Service, or (c) terminate the affected subscription and refund any prepaid, unused fees. The foregoing states Octelligence's sole liability and Customer's exclusive remedy for any infringement claim.

Octelligence has no obligation under this Section for claims arising from (i) Customer Data or use of the Service in combination with products, services, or data not provided by Octelligence, (ii) modifications to the Service not made by Octelligence, (iii) use of the Service in violation of these Terms, or (iv) Beta Features or free use of the Service.

15.2 Indemnification by Customer

Customer will defend Octelligence and its affiliates, officers, directors, employees, and agents against any third-party claim arising out of or related to (a) Customer Data, including any allegation that Customer Data infringes a third party's rights or violates applicable law, (b) Customer's or any Authorized User's use of the Service in violation of these Terms or applicable law, (c) breach of Customer's representations or warranties, or (d) any dispute between Customer and a third party (including Customer's customers, shareholders, employees, or regulators) regarding Customer's business or Customer Data. Customer will indemnify Octelligence against damages and reasonable costs finally awarded against Octelligence or agreed in settlement by Customer.

15.3 Procedure

The indemnified party must (a) promptly notify the indemnifying party in writing of any claim (provided that failure to give prompt notice will not relieve the indemnifying party except to the extent it is materially prejudiced), (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle a claim in a manner that imposes any obligation or admission on the indemnified party without consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

16. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Octelligence or its affiliates, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, anticipated savings, data, goodwill, or business opportunities, arising out of or related to these Terms or the Service, whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not Octelligence has been advised of the possibility of such damages.

Octelligence's total cumulative liability arising out of or related to these Terms or the Service will not exceed the greater of (a) the fees actually paid by Customer to Octelligence for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

The limitations in this Section do not apply to (i) Customer's payment obligations, (ii) either party's breach of confidentiality obligations under Section 9, (iii) either party's indemnification obligations under Section 15, (iv) Customer's breach of Sections 4 (Acceptable Use) or 8 (Intellectual Property), or (v) liability that cannot be limited or excluded under applicable law (including liability for gross negligence, fraud, or willful misconduct).

The parties acknowledge that the limitations in this Section reflect an agreed allocation of risk and form an essential basis of the bargain, and would apply even if a limited remedy fails of its essential purpose.

17. Term & Termination

These Terms apply from your first use of the Service and continue until terminated as provided here.

17.1 Termination for Convenience

Either party may terminate a subscription effective at the end of the then-current Subscription Term by providing notice and following the cancellation steps applicable to the subscription before the renewal date. Termination of a free or trial account may be made at any time by either party.

17.2 Termination for Cause

Either party may terminate these Terms for cause if the other party materially breaches and fails to cure the breach within thirty (30) days of written notice describing the breach in reasonable detail. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy proceeding that is not dismissed within sixty (60) days.

17.3 Termination for Continuing Risk

Octelligence may terminate these Terms immediately if it reasonably determines that Customer's use of the Service creates a material legal or security risk that cannot be reasonably remediated.

18. Effect of Termination & Data Export

Upon termination or expiration, all rights granted to Customer under these Terms will end, and Customer must immediately cease use of the Service. Customer remains responsible for any fees accrued prior to the effective date of termination. Termination for cause by Customer entitles Customer to a pro-rata refund of prepaid, unused fees; termination for cause by Octelligence does not entitle Customer to a refund.

For up to ninety (90) days after termination or expiration of the subscription, Customer may export Customer Data from the Service in standard, machine-readable formats made available by the Service. After that period, Octelligence may delete or de-identify Customer Data in accordance with our retention and backup practices described in the Privacy Policy, except as required by law.

Sections that by their nature should survive termination (including Sections 5 (license to Aggregated Data and Customer warranties), 8, 9, 14, 15, 16, 18, 21, 24, and 25) will survive.

19. Changes to the Service & Terms

Octelligence may modify the Service from time to time, including by adding, removing, or changing features and functionality. We will not materially decrease the overall functionality of the Service during a paid Subscription Term except for security, legal, or operational reasons.

Octelligence may update these Terms from time to time. We will post the updated Terms with a new "Last Updated" date and, for material changes, will provide reasonable advance notice (such as by email to account administrators or a prominent notice within the Service) at least thirty (30) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer objects to a material change, Customer may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid, unused fees for the remainder of the then-current Subscription Term.

20. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor disputes, governmental actions, internet or telecommunications failures, third-party infrastructure outages, pandemics, or epidemics.

21. Governing Law & Dispute Resolution

21.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Informal Resolution

Before filing a claim, each party agrees to attempt to resolve the dispute informally by contacting the other party in writing at the notice addresses in Section 24. If a dispute is not resolved within sixty (60) days of the first written notice, either party may proceed as set forth below.

21.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the breach, termination, enforcement, interpretation, or validity thereof, that is not resolved informally, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, seated in Wilmington, Delaware, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

21.4 Class Action Waiver

Each party agrees that any dispute will be resolved on an individual basis only and not in a class, consolidated, collective, or representative proceeding. The arbitrator may not consolidate the claims of multiple parties or preside over any form of representative or class proceeding.

21.5 Carve-Outs

Notwithstanding the foregoing, either party may (a) bring an individual action in small-claims court, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, and (c) commence a proceeding in a court of competent jurisdiction to enforce an arbitration award. For these purposes, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

21.6 Local Mandatory Law

Where mandatory local consumer or data-protection law applies and provides rights that cannot be waived, those rights are not waived by these Terms.

22. Export Controls & Sanctions

The Service may be subject to export-control and sanctions laws, including those of the United States. Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, (b) Customer is not identified on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List), and (c) Customer will not access or use the Service in violation of applicable export-control or sanctions laws.

23. Copyright Complaints

Octelligence respects the intellectual property rights of others. If you believe that content available through the Service infringes your copyright, you may send a notice under the U.S. Digital Millennium Copyright Act ("DMCA") containing the information required by 17 U.S.C. §512(c)(3) to our designated agent at dmca@octelligence.com. We may remove or disable access to allegedly infringing material and may terminate accounts of repeat infringers.

24. Notices

Notices to Octelligence under these Terms must be sent to legal@octelligence.com, with a copy by postal mail to Octelligence Inc., 8 The Green, Suite A, Dover, Delaware 19901, United States. Notices to Customer may be sent by email to the administrative email address associated with the account or by an in-product notification. Notices are effective on receipt.

25. Miscellaneous

25.1 Entire Agreement

These Terms, together with the Privacy Policy, the DPA (where applicable), any Order, and any other policy expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings.

25.2 Order of Precedence

In the event of a conflict between these Terms and an executed Order, the Order will control with respect to its specific subject matter. In the event of a conflict between these Terms and the DPA, the DPA will control with respect to processing of personal information.

25.3 Assignment

Customer may not assign or transfer these Terms, in whole or in part, without Octelligence's prior written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or equity. Any prohibited assignment is void.

25.4 Severability & Waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force. A party's failure to enforce a right or provision is not a waiver of that right or provision.

25.5 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

25.6 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

25.7 U.S. Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are defined under U.S. federal acquisition regulations. Use by U.S. government end users is subject only to the rights granted in these Terms.

25.8 Publicity

Octelligence may identify Customer as a customer and use Customer's name and logo on Octelligence's website and marketing materials in a manner consistent with Customer's branding guidelines. Customer may revoke this permission on written notice for future use.

26. Contact

Questions about these Terms can be sent to legal@octelligence.com.