Terms of Service

3. Accounts and Security

You will need to set up an Account in order to access the Service, including to receive Output Data. You must only provide Account Information that is your own and that is accurate. You must also keep your contact information up to date, so that we may contact you if needed, such as to deliver any important notices. To protect your account, keep your account details and password confidential, and notify us immediately of any unauthorized use. You are responsible for all activities that occur under your account. Account and registration data and certain other information about you may be governed by our Privacy Policy.

We make no representations or promises regarding the security of the Service. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You agree and understand that you will be liable for any activity that occurs through your account and further acknowledge and agree that you and your Authorized Users:

• are solely responsible for maintaining the confidentiality and security of your Account Information and account credentials such as your username and password;
• may not share your account credentials and must restrict access to your computer and other devices;
• must access the Services and our network, systems, or applications only through encrypted connections;
• must maintain up-to-date operating system (“OS”) patching and active anti-malware on the end-user devices used to connect to the Services or our environment;
• must ensure that all terminated employees or other users have their access revoked to the Services within 24 hours of termination;
• must notify us promptly (and in any event within 72 hours) of security incidents that could have implications to us (e.g. users with compromised credentials or lost or stolen devices with access to the Service, compromised networks or systems including malware worm or ransomware, etc.);
• will reach out to our vulnerability discovery program at support@octolane.com if you suspect any vulnerabilities with our Service.

4. Eligibility Restrictions

You shall ensure that only you and your Authorized Users access the Services and do so in accordance with these Terms. You may not use the Services if you or any of your Authorized Users are a competitor of Octolane AI (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. You must comply with any other eligibility restrictions on Authorized Users set forth in the Order Form and ensure that your Authorized Users comply with these Terms.

5. Fees

You shall pay Octolane AI the non-refundable fees set forth on the applicable Order Form, and if not identified therein, the Pricing Page of the Site (the “Fees”). Octolane AI reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of then-current Term upon thirty (30) days' prior notice to you (which may be sent by email). Except as otherwise provided in the applicable Order Form, Octolane AI will issue monthly invoices to you during the Term, and you will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If you have signed up for automatic billing, Octolane AI will charge your selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Octolane AI cannot charge your selected payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and Octolane AI will attempt to charge the payment method again as you may update its payment method information. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Octolane AI may suspend Services until all payments are made in full. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Octolane AI hereunder, other than any taxes imposed on Octolane AI's income.

6. Submitted Data

Subject to your compliance with the terms and conditions of these Terms, you may post, transmit or otherwise provide Submitted Data via the Services. In furtherance of the foregoing, you hereby grant Octolane AI a non-exclusive, sublicensable, assignable, worldwide, royalty-free, perpetual and irrevocable license to:

• Access, use, store, process, transfer, and reproduce the Submitted Data to provide, develop, train and improve the Services and Octolane AI's data assets, subject to these Terms and so long as Octolane AI does not in any public way refer to you in relation to the Submitted Data (for instance, Octolane AI will never sell a list titled “List of Customer's Clients”);
• Sublicense, make available, copy, display, publish or distribute the Submitted Data to Octolane AI's service providers acting on Octolane AI's behalf; and
• Create the Aggregated Data and Derived Data.

In addition, and without limiting the foregoing, Octolane AI may develop or derive Usage Data.

Our Services contain certain “co-operative” elements. This means that, in exchange for providing the Submitted Data to us for use as described in this Section 6, and potentially for the use of other customers through the Octolane AI Platform, you will receive access to Output Data consisting of information that we hope is equally valuable to you. As a result, your sharing of data with Octolane AI may amount to a “sale” of Personal Information under certain state statutes. Depending whether you are subject to those statutes (which may depend upon your company size, revenue, industry, etc.), such “sale” of information may require you to make specific disclosures or provide certain consumer “opt out” or other rights.

7. Confidential Information

a. Confidentiality

“Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms of Service and the use of the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Octolane AI may use and modify Confidential Information of you or your Authorized Users in deidentified or aggregated form for purposes of developing and deriving Service Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees, contractors, agents, and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or as such disclosure may be required by the order or requirement of a court, administrative agency, or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

b. Exclusions

Confidential Information does not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

8. Intellectual Property

a. Intellectual Property Rights

You acknowledge that, as between the parties, unless otherwise provided herein, Octolane AI owns and retains all right, title and interest in the Intellectual Property Rights in the Services and Service Data. This includes, without limitation, any Service Data that you (or your Authorized Users) download, print, save or incorporate into other materials.

b. Feedback, Comments, & Suggestions

Except to the extent it contains your Confidential Information, you agree that Octolane AI (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions you post in our forums or otherwise provide to us about our Services and Output Data without any obligation to you, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to you or any third party.

c. Third Party Websites

You acknowledge that information and content accessible through the Services may be protected by Intellectual Property Rights of third parties. The Services may contain links to websites or resources of others; however, we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for your use of any third-party websites while using the Services.

9. Representations and Warranties; Disclaimer

a. Mutual Representations

Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

b. Additional Customer Representations

1. You represent and warrant that:
   1. Octolane AI's use of the Submitted Data in accordance with these Terms will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between you and any third party;
   2. The Submitted Data does not contain any information about individuals under the age of 18;
   3. The Submitted Data does not violate the Health Insurance Portability and Accountability Act (“HIPAA”): for instance, it is not a list of hospital or doctor's patients, or a similar dataset consisting of patients or clients of an entity covered by HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional);
   4. The Submitted Data is not a Consumer Report as defined by the Fair Credit Reporting Act or otherwise subject to the Fair Credit Reporting Act;
   5. The Submitted Data does not consist of a list of clients of an entity covered by the Gramm-Leach-Bliley Act, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies;
   6. The Submitted Data is true and accurate, and of living persons located in the United States.
2. You acknowledge that in some countries, U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their Personal Information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.

c. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES (AND ALL OUTPUT DATA PROVIDED THEREIN) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICES WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, (8) THAT THE SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY US TO MODIFY THE SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE.

d. Beta Services

From time to time, Octolane AI may offer you access to Beta Services, which are optional for you to use. The Beta Services are not made generally available and may contain bugs, errors, defects, or harmful components. Beta Services may be subject to additional terms which may supplement, but not supersede the terms of these Terms of Service. Octolane AI may terminate access to Beta Services at any time without notice, and may discontinue Beta Services at any time in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BETA SERVICES ARE PROVIDED 'AS IS' WITHOUT ANY COMMITMENTS, INDEMNITY OR WARRANTY BY OCTOLANE AI OF ANY KIND AND OCTOLANE AI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE OR HARM ARISING FROM OR RELATED TO BETA SERVICES.

10. Third-Party Products

You may procure and use Third-Party Products in connection with the Service. You acknowledge and agree that if you or your users view, access or otherwise interact with Third-Party Products, you or your users, as the case may be, do so at your own risk and we have no liability arising from such access or use. You (and your Authorized Users, as applicable) are responsible for complying with all terms, conditions and policies imposed by a provider of a Third-Party Product. We cannot guarantee the continued availability of integrations of Third-Party Products with the Services and may cease providing interoperation with a Third-Party Product without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation with the Services in a manner acceptable to us.

11. Required Consumer Consents and Permissions; Your Responsibilities

a. Responsibility for Use of Output Data

You acknowledge and agree that you are solely responsible and liable for your use of the Output Data and any communications made in connection with your use of the Output Data.

b. Legal Bases for Processing

In connection with the Services, you may access, receive or otherwise process Output Data which is subject to various privacy and security laws governing Personal Information such as the UK/EU GDPR. If you do so, you agree that you will only access, use or otherwise process such Output Data (i) pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of applicable laws, or (ii) pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Output Data for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Output Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.

c. Compliance with law

You shall comply with all laws applicable to your use of the Service. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).

12. Limitation of Liability

a. Limitation of Liability

EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

b. Total Liability

IN NO EVENT WILL OCTOLANE AI'S TOTAL LIABILITY TO YOU OR YOUR AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY YOU TO OCTOLANE AI IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS ($1,000) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO OCTOLANE AI, AS APPLICABLE. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

13. Indemnification

a. Indemnification by Octolane AI

Subject to Section 12, Octolane AI will defend you against any claim, suit, or proceeding brought by a third-party (“Claims”) alleging that your use of the Services infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify and hold harmless you against any damages and costs awarded against you or agreed in settlement by Octolane AI (including reasonable attorneys' fees) resulting from such Claim. IF A LOSS IS FOUND BY A COURT OF COMPETENT JURISDICTION TO HAVE BEEN CAUSED ONLY IN PART BY OCTOLANE AI, THEN ITS LIABILITY HEREUNDER WILL BE ONLY SUCH AMOUNT AS IS ATTRIBUTABLE TO ITS FAULT.

b. Exclusions

Octolane AI's obligations under Section 13(a) will not apply if the underlying Claim arises from or as a result of: (i) your breach of this Agreement, negligence, willful misconduct, or fraud; (ii) any Submitted Data; (iii) your failure to use any enhancements, modifications, or updates to the Services that have been provided by Octolane AI; (iv) modifications to the Services by anyone other than Octolane AI; (v) combinations of the Services with software, data or materials not provided by Octolane AI; or (vi) your continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Octolane AI.

c. Indemnification by You

You will defend, indemnify, and hold harmless Octolane AI from and against any damages and liabilities (including court costs and reasonable attorneys' fees) awarded in a final judgment against Octolane AI, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Octolane AI that: (i) the Submitted Data or its use by Octolane AI in accordance with this Agreement infringes, misappropriates, or violates a third-party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on your or your Authorized User's use of the Services, Output Data or Documentation to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution, or marketing of any of your products or services; or (iv) is based on a breach of Section 2(c) by you.

14. Arbitration, Class Action Waiver, and Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS

Use of the Platform and these Terms and Conditions shall be governed by the laws of the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of law provisions. The exclusive jurisdiction for all Disputes (defined below) that you and Octolane AI are not required by applicable law to arbitrate will be the state and federal courts located in the New York County, and you and Octolane AI each waive any objection to jurisdiction and venue in such courts. Any dispute concerning your use of the Platform shall be submitted to binding arbitration in New York within one (1) year from the date that the cause of action arose (or, if multiple causes of action are involved, from the date that the first cause of action arose). To the fullest extent permitted by law, no arbitration brought pursuant to these Terms and Conditions shall be joined to any other arbitration initiated pursuant to these Terms and Conditions.

a. Waiver

You and Octolane AI agree that any dispute, claim or controversy arising out of or relating to these Terms and Conditions or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Octolane AI agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and Conditions, and that you and Octolane AI are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and Conditions. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90) and other applicable laws prohibit mandatory arbitration of certain claims. These mandatory arbitration terms will not apply if prohibited by applicable law.

b. Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

c. Exceptions

As limited exceptions to the mandatory arbitration terms above: (i) you or Octolane AI may seek to resolve a Dispute in small claims court if it qualifies; and (ii) you or Octolane AI each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of either party's Intellectual Property Rights, as applicable.

d. Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Octolane AI won't seek to recover the administration and arbitrator fees Octolane AI is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Octolane AI prevails in arbitration, Octolane AI will pay all of Octolane AI's attorneys' fees and costs and will only seek to recover from you the total amount you would have paid if you filed and litigated your claim in court. If you prevail in arbitration, you will be responsible for paying the total amount you would have paid if you filed and litigated your claim in court unless an arbitrator finds you are entitled to an award of attorneys' fees and expenses.

e. Injunctive and Declaratory Relief

Except as provided in Section 14(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

f. Class Action Waiver

YOU AND OCTOLANE AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

g. Right to Opt Out

You have the right to opt out and not be bound by this version of Section 14 by sending written notice of your decision to opt out to support@octolane.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of Section 14. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this Section 14. You have the right to consult with counsel of your choice concerning this Section 14. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 14. If you opt out of Section 14, we also will not be bound by it in disputes with you.

h. Survival

This Section 14 shall survive these Terms.

15. Term and Termination

a. Term

This Agreement shall commence on the Effective Date or as of the date you agree to these Terms pursuant to Section 2(a) and will remain in effect as specified on the applicable Order Form or until otherwise terminated in accordance with this Agreement (the “Term”).

b. Termination

In addition to any other remedies it may have, either Party may terminate these Terms, effective immediately, if (A) the other Party breaches these Terms and fails to cure such breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment), or (B) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Order Form or otherwise agreed to by subscribing to the Services; or if you have prepaid any fees, then those fees are nonrefundable. Notwithstanding anything to the contrary in this Section 15(b), Octolane AI may terminate this Agreement immediately upon written notice to you in the event that you breach Section 2(a)-(c), or infringe or otherwise violate Octolane AI's intellectual property rights in and to the Octolane IP.

c. Survival

This Section 15(c) and Sections 2, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15(d), and 16 survive any termination or expiration of this Agreement.

d. Effect of Termination

Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate and you will no longer be authorized to access the Services; and (ii) you will return or destroy, at Octolane AI's sole option, all Octolane AI Confidential Information in its possession or control, including permanent removal of such Octolane AI Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Octolane AI's request, certify in writing to Octolane AI that the Octolane AI Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect your obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle you to any refund.

16. General

a. Entire Agreement

These Terms, including its exhibits, is the complete and exclusive agreement between the you and Octolane AI with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. Octolane AI may revise these Terms for its Site and Services at any time without notice. By using the Services or Site, you are agreeing to be bound by the then current version of these Terms.

b. Assignment

Neither Party may assign or transfer these Terms, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer these Terms without such consent will be void. Notwithstanding the foregoing, Octolane AI may assign or transfer these Terms to a third party that succeeds to all or substantially all of Octolane AI's business and assets relating to the subject matter of these Terms, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, these Terms is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

c. Notices

All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail to the address listed on the Order Form, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving Party, and on the next business day if sent after normal business hours of the receiving Party. If no Order Form exists between the Parties, legal notices to us must be sent to support@octolane.com.

d. Relationship of the Parties

Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent, except as otherwise provided herein.

e. Waiver

Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

f. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

g. Export Regulation

You will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.

h. U.S. Government End Users

The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, you will immediately discontinue its use of the Services.

17. Privacy and Data Protection

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our services. By using the Services, you agree that Octolane AI can use such data in accordance with our privacy policies. For more information, please visit our Privacy Policy page.

Contact Us

If you have any questions about these Terms of Service, please contact us at support@octolane.com.

Octolane AI, Inc.
169 Madison Ave STE 2699
New York, NY 10016