Welcome to Octoplus.ai

Octoplus.ai (“OCTOPLUS”) Owns and operates the Octoplus chatbot services, software service API, website, and associated services (as detailed below). These terms of service are applicable to any entity with which Octoplus has entered into a statement of work that includes these terms, as well as all end users utilizing the service on behalf of such entity. By engaging with the services, you agree to these terms of service.

Definitions

Within this Terms of Service:

1. Terms specified in the Statement of Work (SOW) retain the same meaning in this Agreement, unless context dictates otherwise.
2. “Agreement” or “Terms of Service” refers to these Terms of Service in conjunction with the SOW.
3. “Bot” stands for Octoplus's unique conversational tool, powered by artificial intelligence for customer support.
4. “Customer” is the entity identified in the SOW.
5. “Channel” pertains to the designated communication or messaging channels outlined in the SOW.
6. “Conversation” describes a singular interaction between any End User and the Bot via any Channel. To clarify, every new or repeated interaction between any End User and the Bot via any Channel (even the same one) is considered a distinct Conversation.
7. “End User” refers to the final users from the Customer who utilize the Services via the Channel.
8. “End User Data” encompasses any data associated with End Users which the Customer obtains, procures, collects, saves, processes, or has access to, possibly including Personal Information.
9. “Initial Term” is as defined in Section 9.1.
10. “Intellectual Property Rights” cover all industrial and related intellectual property rights, including but not limited to: patents, trademarks, domain names, copyrights, trade secrets, and all associated rights or forms of protection.
11. “SOW” denotes a document signed by the Customer and Octoplus to avail the Services, integrating these Terms of Service.
12. “Pattern Data” includes anonymous information, data, and reports sourced or compiled from the Services, like aggregated data showing service usage trends. Essentially, Pattern Data is data that doesn't disclose the identity of a specific Customer or its End Users.
13. “Personal Information” is defined as per Octoplus’s Privacy Policy, accessible at: https://octoplus.ai/privacy-policy/ .
14. “Site” refers to https://octoplus.ai/ and its related sub-domains.
15. “Services” are defined in Section 3.1.
16. ”Software Service API” is the API facilitating access to End User Data maintained by the Services.
17. ”Consultation Services” correspond to the support and services detailed in the relevant Statement of Work (if provided).
18. “Term” encompasses the duration of the Initial Term and any consequent Renewal Term.
19. “You” can mean the Customer, End User, or any other individual interacting with the Site or Services.

License

2.1. License Grant. The Services are safeguarded by copyright, trade secret, and various Intellectual Property Rights laws. Octoplus grants you a restricted, non-exclusive, non-transferable right and license to utilize the Services and Software Service API during the Term outlined in the SOW provided by the Customer and accepted by Octoplus in line with the terms of this Terms of Service and such SOW. You are not allowed to use the Services without a mutually agreed and finalized SOW. Except for the rights explicitly given to you herein, Octoplus retains all other rights, title, and interest in the Services, the technology behind them, and the Intellectual Property Rights used to offer the Services. The Customer recognizes that only Octoplus holds the right to uphold, advance, or alter the Services and Octoplus technology unless specific permissions are accorded to the Customer in a distinct agreement with Octoplus.

2.2. Services Restrictions. You should use the Services only as specified in this Terms of Service and shouldn't, directly or indirectly, license, sublicense, sell, lease, transfer, assign, distribute, or otherwise make the Services accessible to any third party. You should not, unless explicitly agreed in writing by Octoplus with the Customer:

• Modify, reverse engineer, or create derivatives based on Octoplus technology;
• Circumvent user limits or other restrictions incorporated into the Services;
• Remove any proprietary notices from the Services or Octoplus technology;
• Access the Services to build a rival product/service or to replicate its features;
• Use the Services in a way that infringes on others' rights or violates any law.

2.3. Third Party Software. The technology supporting the Services might include software owned by third parties. Such third-party software is encompassed by this Terms of Service and is licensed, not sold. The software will be offered under the terms of this Agreement unless separate terms are indicated.

Services

3.1. Services. During the Term, and contingent upon an existing SOW between the Customer and Octoplus, Octoplus will offer the following services (“Services”) to the Customer:

• Customer-branded responses to queries using the Bot via the Channels as detailed in the SOW;
• Other related services agreed upon by the Customer and Octoplus as indicated in the SOW.

3.2. Consultation Services. If indicated in the SOW, Octoplus will offer Consultation Services to the Customer in line with this Terms of Service.

3.3. Restrictions. The Customer agrees not to engage in any activities that might:

• License or transfer elements of the Software Service API to third parties;
• Reverse engineer or attempt to derive the source code of the Services;
• Remove any proprietary notices from the Services; or
• Engage in any activity that disrupts the Services or infringes upon Octoplus's rights.

3.4. End User Data Terms. If the Services collect or process any End User Data, the Customer is responsible for getting the necessary permissions. Octoplus, acting as a processor under GDPR, will process personal data on the Customer's behalf, but the Customer will determine how and why. Both parties agree to adhere to the Data Processing Agreement as per GDPR. The Customer must not request sensitive financial details from End Users through the Services unless specifically permitted.

3.5. Accuracy of End User Data. Octoplus does not guarantee that the End User Data accessed through the Services will always be accurate or up-to-date.

Updates

4.1. Services Updates. Octoplus will regularly update its software while being utilized by the Customer. By accepting the SOW, the customer agrees to receive these updates.

Proprietary Rights

5.1. Reservation of Rights. All rights, title, and interest in and to the Services (including the Software Service API), encompassing all Intellectual Property Rights therein, remain with Octoplus and its licensors. The Customer acknowledges that, except as detailed in this Terms of Service, it has no rights or permissions regarding the Services or any underlying Intellectual Property.

5.2. Feedback. Octoplus can freely utilize any feedback, suggestions, or ideas you provide. By offering feedback, you grant Octoplus a perpetual, worldwide, non-revocable license to use the feedback for various purposes, including improving the Services or marketing, without any obligation to compensate you.

5.3. Machine Learning. During the Service provision, Octoplus will develop machine learning from Bot interactions, extracting only anonymized data. This machine learning remains the property of Octoplus. The Customer agrees that it has no rights to this machine learning, except as expressly mentioned in this Terms of Service.

5.4. Customer Data. The Customer retains ownership of data provided, stored, or processed via the Services, including End User Data. The Customer grants Octoplus a license to access and use this data to improve the Services and create Machine Learning and Pattern Data.

5.5. Warranty. The Customer acknowledges that Octoplus may transmit Customer Data over various networks or modify it to meet technical requirements. The Customer guarantees it has the rights to grant these permissions, ensuring no third-party rights are infringed. Any data obtained via a social network platform is subject to that platform's terms. Personal data will be managed according to Octoplus's privacy policy, accessible at: https://octoplus.ai/privacy-policy/.

5.6. Content Responsibilities. The Customer is responsible for its content's accuracy, quality, and legality. The Customer must prevent unauthorized access to the Services, promptly report any breaches, and inform Octoplus of relevant data protection laws.

5.7. Customer Data Export

If requested within the Term or 90 days post-termination, Octoplus will provide the Customer with a copy of their data, including Bot interactions.

5.8. Publicity

Octoplus may, during the Term, publicly mention the Customer as one of its clients, including using the Customer's logos on promotional materials.

Price & Payment

6.1. Services Fees

Fees related to Implementation, Consultation Services, and any other services the Customer orders are as detailed in the SOW. Services or premium features not mentioned in the SOW may incur additional charges.

6.2. License Fees

The costs for the License of the products the Customer orders are defined in the SOW. Licenses not specified in the SOW might have added fees.

6.3. Invoices and Payment

Invoice issuance and payment timelines will adhere to the terms outlined in the SOW. If not specified differently in the SOW, billing and payments are expected to be on an annual basis.

6.4. Taxes

Octoplus's fees, unless otherwise mentioned, exclude any local, state, provincial, federal, or international taxes, levies, duties, or similar assessments, which includes but isn't limited to value-added, goods and services, harmonized, use, or withholding taxes ("Taxes"). The Customer is liable for all Taxes linked to their purchases as per this Agreement. If Octoplus is legally obligated to pay or collect Taxes which fall under the Customer's responsibility in this section, the amount will be billed to and should be paid by the Customer, unless they furnish Octoplus with a legitimate tax exemption certificate authorized by the corresponding tax authority.

6.5. Cancellation of Services

Should the Customer's account be overdue by thirty (30) days or more (excluding charges under reasonable and good faith dispute), Octoplus, aside from any other rights or remedies, may halt the Services offered to the Customer, without any liability, until full payment is made. Service Fee cancellation charges will equate to the value of work already completed up to the point of cancellation and are set.

6.6. Refund Policy

Octoplus does not issue refunds for users who request cancellation of Services, irrespective of the cancellation reason. Customers can terminate their accounts anytime either by emailing Octoplus or through the account dashboard's Settings. If paid Services are cancelled, the cancellation becomes effective at the conclusion of the ongoing billing cycle. Subsequently, Octoplus will stop billing the Customer for the paid services and will deactivate their premium account.

Availability, Security, and Stability

7.1. Availability

Octoplus commits to: (a) exerting commercially reasonable efforts to ensure the Services and Customer Data's security and integrity; and (b) striving to ensure that the Services remain accessible twenty-four (24) hours a day, seven (7) days a week, except for: (i) scheduled maintenance (for which Octoplus will, under typical circumstances, provide at least an eight (8) hour advance notification via the Services); or (ii) any downtime caused by events outside of Octoplus's reasonable control. This includes, but isn't limited to, natural disasters, governmental actions, civil disturbances, terrorist acts, strikes, technical or infrastructure failures, or cyber-attacks.

7.2. Temporary Suspension

In the interest of maintaining a secure and stable environment, Octoplus might find it necessary to temporarily suspend the Customer's access to the Software Service API or Services under specific conditions. Such suspensions could arise due to service degradation, emergencies, or other similar situations. Octoplus will try to notify the Customer as soon as possible under such circumstances. Octoplus won't be held accountable for any damages, losses, or potential business opportunities missed as a result of these suspensions.

7.3. Performance

The Services' functionality is reliant on Internet accessibility, which often involves systems and infrastructures not under Octoplus's direct control. Therefore: Any claims or promises made by Octoplus regarding the Services' accessibility, performance, reliability, and other related attributes are based on a commercially reasonable effort basis. Octoplus doesn't guarantee any minimum standards regarding these attributes, especially when disruptions arise due to Internet accessibility issues beyond Octoplus's control. However, Octoplus commits to employing commercially reasonable efforts to restore any disrupted services, provided the issue lies within its ability to resolve.

Confidentiality

8.1. Definition of Confidential Information

The term "Confidential Information" refers to any confidential or proprietary information shared by one party (the “Disclosing Party”) with the other (the “Receiving Party”). This information can be shared either verbally or in written form and is either explicitly labeled as confidential or can be reasonably assumed to be confidential based on its nature and the manner of its disclosure. This encompasses the terms of this Agreement, Customer Data, details about the Services, business strategies, technological insights, product designs, and business methodologies. However, information that (a) becomes publicly known without violating any agreements; (b) was known to the Receiving Party before its disclosure without breaking any agreements; (c) is developed independently by the Receiving Party without utilizing the Disclosing Party's information; or (d) is obtained from a third party without any confidentiality breaches, is not considered Confidential Information.

8.2. Maintaining Confidentiality

The Receiving Party commits to not using or disclosing the Disclosing Party's Confidential Information for any purposes outside this Agreement's purview, unless given explicit written consent by the Disclosing Party. However, Octoplus can disclose the details of this Agreement to its current and potential investors, advisors, and partners.

8.3. Safeguarding Information

Both parties are obligated to protect the other's Confidential Information with the same diligence they'd apply to their proprietary and confidential data, but always with a reasonable standard of care.

8.4. Legal Obligation for Disclosure

If legally mandated, the Receiving Party might need to disclose the Disclosing Party's Confidential Information. In such cases, the Receiving Party will notify the Disclosing Party in advance, provided it's legally permissible, and will offer reasonable assistance if the Disclosing Party decides to contest the disclosure. Any costs associated will be borne by the Disclosing Party.

8.5. Legal Remedies

If the Receiving Party breaches the confidentiality terms by using, disclosing, or even threatening to disclose the Disclosing Party's Confidential Information, the Disclosing Party has the right to seek legal remedies, including but not limited to injunctive relief, acknowledging that other remedies might not be sufficient.

8.6. Return or Destruction of Confidential Information

Upon the termination of this Agreement, each party will return or, at the other party's request, destroy all copies of the other party's Confidential Information. A written certification of the destruction will be provided by the party responsible for the destruction.

Intellectual Property Rights

9.1. Ownership of Intellectual Property

Except as expressly stated herein, this Agreement does not transfer from Octoplus to the Customer any Octoplus or third-party intellectual property, and all right, title, and interest in and to such property will remain solely with Octoplus. Octoplus, the Octoplus logo, and all other trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Octoplus or Octoplus's licensors. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of other third parties. The Customer's use of the Services grants no right or license to reproduce or otherwise use any Octoplus or third-party trademarks.

9.2. Feedback and Improvements

The Customer may choose to or we may invite the Customer to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, the Customer agrees that the disclosure is gratuitous, unsolicited, and without restriction and will not place Octoplus under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to the Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

9.3. Customer's Intellectual Property

The Customer retains ownership of any intellectual property rights that they hold in the Customer Data. The Customer grants Octoplus a worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content.

Warranties and Disclaimers

10.1. Customer Warranties

The Customer warrants that (a) they have the legal power and authority to enter into this Agreement; (b) they have not falsely identified themselves nor provided any false information to gain access to the Services; and (c) their billing and contact information is correct.

10.2. Octoplus Warranties

Octoplus warrants that (a) it has the legal power and authority to enter into this Agreement; (b) the Services will perform materially in accordance with the Octoplus Documentation; and (c) the functionality of the Services will not be materially decreased during a subscription term. Octoplus's sole responsibility and the Customer's exclusive remedy for any breach of this warranty shall be for Octoplus to use commercially reasonable efforts to modify the Services to achieve the warranted functionality and, if Octoplus is unable to restore such functionality, for the Customer to terminate the subscription to the Services and to receive a pro-rated refund of the subscription fees paid for the Services for the remainder of the subscription term.

10.3. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OCTOPLUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND OCTOPLUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Indemnification

11.1. Indemnification by the Customer

The Customer will indemnify and hold Octoplus harmless against any claim brought by a third party against Octoplus arising from or related to use of the Services by the Customer in breach of this Agreement or matters which the Customer has expressly agreed to be responsible pursuant to this Agreement; provided that Octoplus (a) promptly gives written notice of the claim to the Customer; (b) gives the Customer sole control of the defense and settlement of the claim (provided that the Customer may not settle or defend any claim unless it unconditionally releases Octoplus of all liability and such settlement does not affect Octoplus’s business or Service); (c) provides to the Customer all available information and assistance; and (d) has not compromised or settled such claim without the Customer's prior written consent.

11.2. Indemnification by Octoplus

Octoplus will indemnify and hold the Customer harmless against any claim brought by a third party against the Customer alleging that the use of the Services as permitted hereunder infringes the intellectual property rights of a third party; provided that the Customer (a) promptly gives written notice of the claim to Octoplus; (b) gives Octoplus sole control of the defense and settlement of the claim (provided that Octoplus may not settle or defend any claim unless it unconditionally releases the Customer of all liability); (c) provides to Octoplus all available information and assistance; and (d) has not compromised or settled such claim without Octoplus's prior written consent.

Limitation of Liability

12.1. Limitation of Liability

IN NO EVENT SHALL OCTOPLUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. Cap on Liability

TO THE EXTENT PERMITTED BY LAW, OCTOPLUS'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES HEREUNDER, AND IN NO EVENT WILL OCTOPLUS'S LICENSORS BE LIABLE FOR ANY CLAIM.

12.3. Damage Exclusion

Except for liability for death or personal injury caused by Octoplus's negligence or willful misconduct, as well as liability for fraud or fraudulent misrepresentation, Octoplus shall not be liable for any damages whatsoever, including but not limited to damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Services, with the delay or inability to use the Services, the provision of or failure to provide Services, or for any information, software, products, services and related graphics obtained through the Services, or otherwise arising out of the use of the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Octoplus has been advised of the possibility of damages.

12.4. Specific Disclaimer of Economic Loss

Octoplus specifically disclaims any liability for economic loss or decline, financial market fluctuations, or investment or transaction decisions made based on information provided as part of the Services. The Customer acknowledges that Octoplus is not a registered investment advisor and that using the information provided by Octoplus for financial decisions is at the sole risk of the Customer, and Octoplus shall in no event be liable for any economic loss suffered by the Customer arising from such information or advice.

General Provisions

13.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Octoplus is located, without regard to its conflict of law provisions. The Customer and Octoplus agree to submit to the personal and exclusive jurisdiction of the courts located within the jurisdiction of Octoplus.

13.2. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

13.3. No Waiver

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. No waiver of any provision of this Agreement shall be considered a waiver of any other provision or of Octoplus's right to require strict observance of each of the terms herein.

13.4. Entire Agreement

This Agreement, together with any amendments and any additional agreements the Customer may enter into with Octoplus in connection with the Services, shall constitute the entire agreement between the Customer and Octoplus concerning the Services. If there is any contradiction between what the additional agreement provides and what the Agreement provides, the additional agreement shall take precedence in relation to that service.

13.5. Assignment

The Customer may not assign this Agreement without the express written consent of Octoplus. Octoplus may assign this Agreement or any rights and obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

13.6. Headings

The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of the provisions of this Agreement.

13.7. Communication and Notices

Any notices or other communications required hereunder, including those regarding modifications to this Agreement, will be in writing and given by Octoplus (a) via email (in each case to the address that the Customer provides) or (b) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

13.8. Force Majeure

Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

13.9. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.10. Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement. Except as otherwise provided herein, the terms of this Agreement are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.