Terms of Use

Welcome to Octaprice, LLC (“Octaprice”, “we”, “our” or “us”). We provide access to a variety of online software, functionalities and related services (collectively, the “Service”) through this website. Whether you engage with the Service through a paid subscription, a beta trial agreement, a free trial or any other form of use, these Terms of Service (“Terms”) apply. The Service allows you to submit, store, retrieve and interact with various forms of business-related data and other information associated with you, your customers, third parties or your business (collectively, “User Data”).

These Terms form a binding legal agreement between you and Octaprice, establishing the conditions that govern your relationship with us as you use the Service. By registering an account, subscribing, accessing or using the Service – or by allowing your agents or representatives to do so on your behalf – you acknowledge that you have read, understood and agree to comply with these Terms.

If you are creating an account or using the Service on behalf of a company, entity or organization (a “Subscribing Entity”), you confirm and warrant that: (i) you are an authorized representative of that Subscribing Entity with the power to bind it to these Terms; (ii) you have reviewed and fully understood these Terms; and (iii) you accept these Terms on behalf of the Subscribing Entity. If you do not have such authority, or if you do not agree with these Terms, you are not permitted to access or use the Service.

License Grant and Restrictions

License Grant. Under these Terms and subject to all stated conditions, Octaprice grants you a non-exclusive, non-transferable and limited license to use the Service internally for your own business operations in the manner these Terms describe. This license does not allow you to resell, distribute or grant sublicenses for the Service or any component thereof.

License Restrictions. Except when explicitly permitted by these Terms, you agree not to: (a) damage, interfere with or compromise the Service or its connection networks; (b) copy, alter, redirect, produce derivative works, access the source code, reverse engineer, disassemble, decompile or manipulate the Service, nor attempt to do so; (c) engage in actions that place an unreasonable or disproportionately large load on Octaprice’s infrastructure; (d) violate any applicable law, regulation or the rights (including privacy and intellectual property rights) of third parties; (e) disable, bypass or disrupt any security features that protect the Service; or (f) enable or assist any third party in performing the prohibited actions listed above.

Reservation of Rights. Except as expressly granted in these Terms, Octaprice retains all rights, titles and interests in and to the Service, along with any related trademarks, service marks, technology and software (including third-party components). These Terms do not grant you any equity participation, implied licenses or additional rights beyond the limited license described here.

Other Warranties. You, at your own expense, will perform any reasonable action and provide any necessary documentation requested by Octaprice to ensure that the intention and provisions of this section are fully realized.

Account Management

User Account. To access certain features of the Service, you must register using your email and create a user account (“User Account”). By doing so, you agree to provide and maintain accurate, current and complete information about yourself. You are responsible for preserving the confidentiality of your credentials (including your password) and for controlling access to your devices and User Account. All and any actions taken under your User Account are your responsibility. If you suspect that the security of your account has been compromised – for example, by unauthorized use or theft of your credentials – you must immediately notify Octaprice in writing. You may be held liable for any damages or costs incurred by Octaprice or others as a result of unauthorized or illegal use of your User Account. Unless otherwise approved in writing by Octaprice, you may not create more than one User Account for the same entity.

System Access. You may request that Octaprice automatically retrieve data from your own systems, third-party systems or other external services and websites (“Third-Party Sites”) for use with the Service. By doing so, you grant Octaprice permission to access those systems and services and to extract related User Data on your behalf. You represent and warrant that: (i) you possess all necessary rights, permissions and authority to use the Service in this manner and allow Octaprice to access and retrieve User Data from those systems, services or Third-Party Sites; and (ii) your use of the Service, including automated data retrieval, does not violate any terms of service, agreements, privacy policies or any other requirements imposed by those third parties. You are solely responsible for protecting the credentials and other information necessary for Octaprice to access those systems or services. By directing the Service to connect to or retrieve information from external systems or Third-Party Sites, you do so directly or appoint Octaprice as your authorized agent and attorney-in-fact for that purpose. You further authorize Octaprice to: (a) store your User Data in relation to those external sources; (b) access them using credentials you provide; (c) use any materials you provide for the provision of the Service; (d) collect and export any User Data necessary to provide the Service; and (e) take any other measures reasonably necessary to provide the Service to you. If, at any time, you no longer have the rights or authority to grant such access, you agree to immediately disable the relevant functionality in your User Account. Octaprice disclaims all responsibility for accessing or retrieving User Data from any external systems or Third-Party Sites on your behalf.

Account Information. The personal data you provide when setting up your User Account will be handled in accordance with our Privacy Policy. You acknowledge and agree that Octaprice may access, preserve and disclose your account information and related content if required by law or when acting in good faith that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal obligations; (b) enforce these Terms; (c) investigate allegations that any User Data infringes the rights of third parties; (d) respond to your customer service requests; or (e) protect the rights, property or personal safety of Octaprice, its users or the general public, to the extent permitted by law.

Termination. Octaprice reserves the right, at its sole discretion, to terminate your User Account, remove any content or information you have posted and restrict or prevent your use of the Service. Octaprice may also discontinue any aspect of the Service at any time, including ceasing to display User Data. In such cases, Octaprice will provide you with at least thirty (30) days’ prior notice, except in cases of suspected illegal, fraudulent or abusive activity, which may lead to immediate termination without prior notice. You agree that Octaprice will not be liable to you or any third party for the termination of your access to the Service. Any activity suspected of being illegal, fraudulent or abusive that leads to termination may be reported to the appropriate legal authorities. These remedies exist alongside any other legal or equitable remedies available to Octaprice.

Payment Terms: Fees and Taxes

Fees. You agree to pay all applicable fees and taxes as described in the pricing and payment terms provided to you at the time of your order (for example, through an email order or invoice), using a valid payment method. Unless otherwise indicated, all fees are listed in US dollars. You must ensure that your billing information is accurate, current and complete and update it immediately if, for example, your billing address, credit card number or expiration date changes. By providing your payment details, you authorize Octaprice to charge your selected payment method for any fees you owe. Except when required by applicable law or as explicitly stated in these Terms, all fees are non-refundable once paid, and no credit will be given. Late payments may incur interest at a rate of 1% per month (or the maximum legal rate, if lower) from the due date until payment is received in full.

Liability; Taxes. You assume full responsibility for all charges made to your account, including those incurred by any person you allow to access your account. If a payment is declined or you delay payment, Octaprice may use any legal means to recover the amounts owed. Your account may be deactivated without prior notice if payment is overdue, regardless of the amount. You are also responsible for any sales, use or service taxes (including VAT) arising from your use of the Service. When Octaprice is legally required to collect such taxes, they will be added to your invoice and charged to your chosen payment method.

Authorization to Charge. Your authorization allowing Octaprice to charge your chosen payment method remains effective until you change or cancel it through the Service, and any such adjustment will not affect charges already in progress. Charges may be applied in advance, in arrears, per use or as described when you requested the Service or as stated in your invoice. You acknowledge that charges incurred during a billing period may be bundled and processed as a single or multiple aggregate charges at any time during or after that billing cycle.

Changes. Octaprice reserves the right to revise the fees, charges or terms related to the Service. If we change our fees or introduce new ones, we will notify you with at least fourteen (14) days’ advance notice. Your continued use of the Service or failure to cancel your subscription before the change takes effect signifies your acceptance of these updated terms. Any change in fees will be applied only on a prospective basis. If you do not agree with the revised fees or terms, your only recourse is to cancel your subscription. Fees already paid for any subscription period are non-refundable.

Automatic Renewal. You acknowledge that your subscription may be automatically renewed at the selected interval – monthly, annual or otherwise – and that your designated payment method will be charged at each renewal without additional authorization, unless you cancel as described below. This renewal may reflect updated fees or tax amounts. Unless required by law, no additional notice will be provided before each automatic charge.

Cancellation. For annual subscriptions, you must give Octaprice at least thirty (30) days’ notice before the annual renewal date to cancel. For monthly or other subscription intervals, you must provide seven (7) days’ notice before the renewal date. Upon receiving your cancellation notice, Octaprice will stop future charges and terminate your subscription at the end of the current billing period.

Prohibited Actions

When using the Service, you agree not to:

• Engage in any illegal activities or use the Service in ways that violate these Terms, applicable laws or regulations;

• Utilize the Service to violate, undermine or interfere with any third-party terms of service, agreements, privacy policies or restrictions – this includes accessing, connecting to or retrieving data from third-party systems, services or websites (“Third-Party Sites”) without proper authorization or in violation of those parties’ policies;

• Interact with or exploit the Service in any manner that, at our discretion, may degrade, disrupt, overload, damage or harm its intended operation, security or reliability;

• Upload, store, transmit or otherwise distribute through the Service any data, content or materials that are illegal, defamatory, fraudulent, threatening, hateful, abusive, obscene, discriminatory or otherwise objectionable;

• Violate intellectual property rights, including copyrights, trademarks or moral rights of third parties, or use the Service as a means to bypass digital rights management measures or any other technological protections that control the use or duplication of protected materials;

• Attempt to gain unauthorized access to user accounts, parts of the Service, computer systems, networks or any other resources related to the Service by means such as hacking, password mining or any similar illicit methods, nor interfere with the normal functioning of the Service by distributing harmful code (such as viruses, malware or Trojan horses);

• Employ any automated tools – such as bots, spiders, crawlers or scrapers – to access, extract or collect data from the Service without our explicit written permission, or attempt to bypass any protection mechanisms designed to prevent such activities;

• Impersonate any individual or entity, misrepresent your association with any person or falsify the origin, identity or authenticity of any information or content transmitted through the Service;

• Tamper with, remove, bypass, disable or otherwise compromise security features, access controls, usage limitations or restrictions built into the Service, including actions such as creating multiple accounts solely to bypass access limits, quotas or other operational restrictions defined by your account type;

• Use the Service for competitive analysis (based on a similar service) without our prior written approval, especially if you are a direct competitor of Octaprice;

• Collect or otherwise gather personal information from or about other users of the Service without their consent and without complying with applicable privacy and data protection laws.

User Data

User Data Rights and Use: You retain full ownership rights over your User Data, including all associated intellectual property. However, by providing any User Data through the Service, you confirm that you hold all necessary rights and authority to do so and grant Octaprice a license to use, process and otherwise manipulate such User Data as necessary to operate, improve and deliver the Service. Additionally, Octaprice may collect and examine data associated with the performance of the Service, usage and related technologies (including derivatives of User Data), and is free to leverage such information during and after the term of this agreement. Such utilization may include enhancement, diagnosis, troubleshooting and the refinement of our offerings. Octaprice may also disclose aggregated or de-identified data, provided that no individual or entity is specifically identified.

Your Responsibilities Related to User Data: You represent and warrant that the User Data you submit or direct Octaprice to access is obtained and shared legally, without infringing anyone’s rights, privacy or intellectual property. Your User Data must be free of malicious code and not cause disruption or damage to Octaprice’s systems or those of its partners. You further certify that you have complied with all relevant privacy policies, secured all necessary consents and adhered to any applicable legal standards that permit Octaprice to process your User Data as described in these Terms. Octaprice assumes no responsibility for User Data or its handling beyond what is expressly stated here; any liabilities or costs arising from your submission, use or disclosure are solely yours.

No Backup Obligations: Octaprice does not guarantee the backup or restoration of any User Data. You are solely responsible for creating, maintaining and regularly protecting your own backup copies. Should any data loss occur, you acknowledge that Octaprice is not responsible for its recovery or restoration.

Your Ownership: All legal interests, titles and rights in your User Data remain yours at all times. Nothing in these Terms transfers or diminishes your ownership of the User Data you choose to provide through the Service.

Ownership: Property Rights

Unless explicitly stated otherwise in these Terms, all patents, copyrights, trade secrets, trademarks and other intellectual property rights associated with the Service and any accompanying user documentation belong exclusively to Octaprice. Nothing in these Terms grants you ownership, licensing rights or any other form of right to Octaprice’s intellectual property, beyond what is expressly set forth here.

You agree not to engage in any activity involving Octaprice’s intellectual property that exceeds the scope of the granted rights. This means you must refrain from selling, licensing, distributing, copying, modifying, performing, publicly displaying, transmitting, publishing, adapting, creating derivative works from, or otherwise making unauthorized use of Octaprice’s intellectual property.

Octaprice is permitted to reference your name and logo as a factual illustration of its customer base. Such references may appear on Octaprice’s website or in communications with current or potential clients, unless stated differently in a formal agreement between Octaprice and the User Data.

Confidentiality

Definition of Confidential Information: During the term of this Agreement, one party (“Receiving Party”) may receive or obtain certain proprietary and sensitive information from the other party (“Disclosing Party”). Such information, whether labeled as confidential or recognizable as confidential based on the circumstances of its disclosure or its inherent nature, is considered “Confidential Information”. For greater clarity, any User Data you provide (as referenced in Section 5) is treated as your Confidential Information.

Use and Disclosure Restrictions: Confidential Information obtained by a Receiving Party must be used only as necessary to fulfill its obligations under this Agreement. Additionally, the Receiving Party must:

• Maintain the Confidential Information in absolute secrecy; and

• Refrain from disclosing it to third parties, except that the Receiving Party may share Confidential Information with its Affiliates and with employees, consultants, financiers, potential financiers, shareholders or approved subcontractors of the Receiving Party or its Affiliates. Such disclosures are permitted only on a need-to-know basis and only if those recipients agree to maintain the same level of confidentiality imposed here.

Exceptions to Confidentiality Obligations: The obligations described above do not apply to Confidential Information that:

• Has become publicly available without any misconduct or omission by the Receiving Party;

• Must be disclosed by the Receiving Party due to a court order or mandate from a competent regulatory authority, in which case the Receiving Party will make reasonable efforts to notify the Disclosing Party in advance of the required disclosure;

• Must be disclosed to comply with the rules of a stock exchange on which the Receiving Party’s securities are listed, provided that only essential details are shared and, whenever possible, the Receiving Party strives to inform the Disclosing Party before disclosure; or

• The Receiving Party already possessed before the date of disclosure, as evidenced by documented records, or received from an unaffiliated third party, without any duty of confidentiality or violation of this Agreement.

Third-Party Sites and External Information

At your instruction and for your convenience (and that of other users), the Service may connect to servers operated by unrelated websites or external services (“Third-Party Sites”). Octaprice provides no warranties, express or implied, regarding any content, products, materials or offers found or accessible through such Third-Party Sites. Your decision to access or rely on information, materials, products or services from those external sources is entirely at your own risk and is your sole responsibility.

Disclaimers: Absence of Warranties

The Service, as well as any third-party elements (including, but not limited to User Data, software, services or applications integrated or offered through the Service), is provided strictly “as is”. To the maximum extent permitted by law, Octaprice expressly disclaims and rejects all forms of warranties, conditions and representations – whether arising from statute, custom, prior dealings or otherwise. This includes, without limitation, any implied warranties related to quality, merchantability, performance, fitness for a specific function or conformity with your expectations. Octaprice does not promise that the Service will meet your specific needs or operate without errors.

Octaprice and its associated parties – such as suppliers, licensors and partners – give no warranties about the correctness, accuracy, consistency or reliability of results obtained from using the Service. You acknowledge that any materials, User Data or information obtained from third parties and accessed or acquired through the Service are obtained solely at your own discretion and risk. Consequently, you accept full responsibility for any damage to your devices or data loss that may result. Octaprice assumes no obligation or responsibility for preserving, correcting, deleting, destroying or otherwise managing third-party content or User Data, and will not be held liable for any resulting damages or losses.

Legal Limitations on Disclaimers: Nothing in these Terms should be read to exclude, restrict or limit any warranties, guarantees or rights that cannot be excluded, restricted or limited by applicable law. If applicable law does not permit certain disclaimers or limits on warranties, then those specific warranties or limits should be applied only to the extent permitted by such law.

Limitation of Liability

Types of Damages Excluded: Except as described in Section 9.3 and without limiting Section 9.2, neither party will be liable, under any legal theory (including contract, negligence, strict liability, tort, violation of statutory duty or otherwise), for any of the following damages incurred in connection with these Terms:

• Indirect, special, punitive, consequential or incidental damages of any kind;

• Losses related to lost profits, reduced goodwill, corrupted or lost data, diminished revenue, unrealized anticipated savings or loss of business opportunities (regardless of whether those losses are direct or indirect). This limitation applies even if the responsible party has been warned, knew or should have known about the potential occurrence of such damages.

Liability Limit: Subject to Section 9.3, the total amount that Octaprice may owe you for any claims related to these Terms will not exceed the amount you actually paid for the Service during the calendar month immediately preceding the event that triggered your claim.

Liability That Cannot Be Excluded: These Terms do not limit or exclude liability for: (i) death or personal injury caused by a party’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter that cannot be legally excluded or limited. In such circumstances, the parties’ liabilities remain as required by law.

Indemnification

Our Indemnification: Octaprice will defend, indemnify and hold you harmless from final judgments or liabilities awarded by a court of competent jurisdiction arising from a third-party allegation that Octaprice’s proprietary software infringes that third party’s intellectual property rights. This indemnification applies only if:

• The alleged infringement does not arise from the use of the software in conjunction with any other data, web searches or materials not provided by Octaprice, or from activities outside the scope of the software license; and

• You promptly inform Octaprice in writing about the claim and grant Octaprice full control over the defense and settlement negotiations, provided that no settlement imposes financial obligations on you or implicates you in the alleged infringement.

You must fully cooperate with Octaprice’s defense efforts and may, at your own expense, choose an attorney acceptable to Octaprice to monitor the proceedings. You will not independently address or resolve such infringement matters.

If necessary, Octaprice may resolve by substituting the software with a functionally equivalent and non-infringing technology. If no suitable non-infringing alternative is available or feasible, the parties may agree to terminate this Agreement. This section establishes Octaprice’s sole responsibility and its licensors’ – and your sole remedy – regarding third-party intellectual property infringement claims.

General Provisions

Applicable Law; Disputes: All matters related to these Terms, and any disagreements arising from or connected to them (whether contractual or not), will be governed and interpreted in accordance with the laws of the United States. Both parties agree that any dispute or claim related to these Terms or their subject matter will be resolved under US law.

Assignment: Except with prior written consent from the other party – which should not be withheld without reason – neither party may assign its rights or delegate its responsibilities under these Terms. However, Octaprice may, without your approval, transfer its rights and obligations under these Terms as part of a merger, acquisition, corporate restructuring or sale of assets involving substantially all of its business operations.

Third Parties: No provision in these Terms is intended to grant any right or benefit to third parties. Consequently, no individual or entity outside the parties to these Terms may enforce any term contained herein by virtue of the Contracts (Rights of Third Parties) Act 1999.

Waiver: If Octaprice does not immediately enforce any provision of these Terms, that decision does not constitute a waiver of Octaprice’s right to do so later. A waiver of any specific provision or right will only be valid if documented in writing and signed by an authorized representative of Octaprice.

Entire Agreement: These Terms, together with any documents or policies incorporated by reference, represent the complete and exclusive agreement between you and Octaprice regarding the subject matter. They supersede any prior agreements, discussions or understandings. No alteration or modification of these Terms will be effective unless it is in writing and signed by both parties or made by Octaprice as permitted in these Terms.

Severability: If any provision of these Terms is deemed illegal, invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the remainder of the Terms will remain in full force.

Survival: Any provisions of these Terms that, by their nature, should remain in effect after termination or expiration will continue to be applicable thereafter, preserving the intention and enforceability of such provisions.

Non-Refundable Subscription Fees

Subscription Fees: Access to the Octaprice platform depends on payment of a subscription fee, charged at the selected interval (for example, monthly or annually).

No Refunds: All subscription fees are final and non-refundable, without exception. By subscribing, you acknowledge that Octaprice will not issue refunds for any reason, including, but not limited to, dissatisfaction, limited use or service interruptions.

Cancellation: You have the freedom to cancel your subscription at any time. However, cancellation will not result in a refund, whether full or partial. You will maintain access to the Octaprice platform until the current billing cycle is completed.

Fee Adjustments: Octaprice may modify its subscription fees and will provide thirty (30) days’ notice before any changes take effect. Such modifications do not alter the non-refundable nature of fees already paid.