Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the Octovate website located at octovate.io, the Octovate platform, software, applications, products, and related services (collectively, the "Services") operated by Octovate ("Octovate," "we," "us," or "our").

By accessing or using the Services, creating an account, purchasing a subscription, or otherwise interacting with the Services, you agree to be legally bound by these Terms.

If you do not agree to these Terms, you must not access or use the Services.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "you" and "your" refer to both you and the entity you represent.

These Terms should be read together with our Privacy Policy, which explains how we collect, use, disclose, and protect personal information.

The Services are intended primarily for business and professional use.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

By using the Services, you represent that:

You meet the applicable age and legal requirements;

The information you provide is accurate and complete;

You have authority to use any business, organizational, or third-party data you submit;

Your use of the Services complies with all applicable laws and regulations; and

You will comply with these Terms.

We reserve the right to refuse access to the Services where permitted by law.

Certain features require you to create an account.

You are responsible for:

Providing accurate and current registration information;

Maintaining the confidentiality of your login credentials;

Protecting your account from unauthorized access;

Ensuring that individuals using your account are authorized to do so; and

All activity occurring through your account, except to the extent caused by our failure to maintain reasonable security measures.

You must promptly notify us if you believe your account has been compromised, accessed without authorization, or otherwise subject to a security incident.

You may not share, transfer, sell, or otherwise provide your account credentials to unauthorized third parties.

We may suspend or restrict an account where we reasonably believe that the account has been compromised, is being misused, or violates these Terms.

Octovate provides an AI-driven software platform that may include tools for automation, data processing, analysis, integrations, insights, content generation, workflow management, and other functionality.

We may add, modify, improve, suspend, or discontinue features from time to time.

We do not guarantee that:

Every feature will always be available;

The Services will operate without interruption;

The Services will be completely error-free;

The Services will be compatible with every third-party system; or

Any particular feature will remain available indefinitely.

Where reasonably practicable, we may provide notice of material changes or discontinuation of significant Services.

You may upload, submit, transmit, or otherwise provide information, files, records, text, communications, business information, or other content through the Services ("Customer Data").

You retain ownership of your Customer Data.

You grant Octovate a limited, non-exclusive, worldwide license to host, store, reproduce, process, transmit, modify, and otherwise use Customer Data solely as reasonably necessary to:

Provide and operate the Services;

Process and respond to your requests;

Provide AI-powered functionality;

Maintain, secure, and improve the Services;

Prevent fraud, abuse, and security incidents;

Comply with applicable law; and

Perform our contractual obligations.

You represent and warrant that you have all rights, permissions, consents, and lawful authority necessary for Octovate to process Customer Data in accordance with these Terms.

You are responsible for ensuring that Customer Data does not violate applicable laws or the rights of third parties.

The Services may use artificial intelligence and machine-learning technologies, including third-party AI service providers.

AI features may analyze Customer Data to generate outputs, recommendations, summaries, insights, classifications, automations, or other results.

You acknowledge that AI-generated outputs:

May be inaccurate, incomplete, outdated, or misleading;

May require human review and verification;

Should not be treated as professional, legal, financial, medical, or other specialized advice unless expressly stated otherwise;

May not be unique and may be similar to outputs generated for other users; and

Are provided based on the information and instructions available to the applicable AI system.

You are solely responsible for reviewing and determining whether AI-generated outputs are appropriate for your intended use.

You should not rely on AI-generated outputs as the sole basis for decisions that could result in significant legal, financial, safety, employment, or other material consequences without appropriate human review.

Octovate does not use Customer Data to train generalized AI models for other customers without your consent, except where otherwise expressly disclosed and permitted by applicable law.

The Services may integrate with third-party platforms, applications, APIs, databases, CRM systems, email services, calendar services, authentication providers, payment providers, AI providers, analytics services, and other third-party services ("Third-Party Services").

Your use of Third-Party Services may be subject to separate terms and privacy policies established by those providers.

You authorize Octovate to access and exchange information with Third-Party Services where necessary to provide functionality that you have requested or enabled.

Octovate is not responsible for:

The availability or performance of Third-Party Services;

Changes made by third-party providers;

Third-party outages or security incidents;

Third-party data practices; or

Any loss resulting from your use of Third-Party Services.

You are responsible for maintaining any necessary third-party accounts, permissions, credentials, subscriptions, and authorizations.

Certain Services may require payment of subscription fees or other charges.

By purchasing a paid Service, you authorize Octovate and its applicable payment processor to charge the payment method associated with your account for the applicable fees.

Unless otherwise stated:

Subscription fees are billed according to the billing period selected at purchase;

Fees are payable in advance;

Taxes, duties, or similar charges may apply;

You are responsible for providing accurate billing information; and

Fees may change in the future with reasonable notice where required by applicable law.

Payment card information is processed by third-party payment providers and is not stored directly on Octovate's servers, as described in our Privacy Policy.

Where a subscription automatically renews, your subscription will renew at the end of each billing period unless cancelled before the renewal date.

You authorize the applicable payment provider to charge the then-current subscription fee and applicable taxes.

You may cancel your subscription through the cancellation mechanism provided within the Services or by contacting Octovate.

Cancellation generally takes effect at the end of the current paid billing period unless otherwise stated at the time of purchase or required by applicable law.

Unless otherwise expressly stated at the time of purchase or required by applicable law, subscription fees are non-refundable.

If you cancel a subscription, you generally retain access to paid features until the end of the applicable billing period.

We may provide refunds, credits, or other remedies at our discretion where appropriate.

Nothing in this section limits any rights you may have under applicable consumer-protection or other mandatory laws.

You agree not to use the Services to:

Violate any applicable law or regulation;

Infringe, misappropriate, or violate the intellectual property or other rights of another person;

Upload or transmit malicious software, viruses, or harmful code;

Attempt to gain unauthorized access to the Services or another user's account;

Circumvent authentication, security, usage limits, or access controls;

Interfere with or disrupt the Services or associated infrastructure;

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services except where expressly permitted by applicable law;

Scrape, crawl, harvest, or systematically extract data from the Services without authorization;

Use automated systems in a manner that places unreasonable or excessive load on the Services;

Use the Services to develop a competing service where prohibited by applicable law or agreement;

Upload data that you do not have the legal right to process;

Use the Services for fraudulent, deceptive, abusive, or unlawful activities;

Attempt to manipulate or abuse AI-generated outputs or platform functionality;

Use the Services to create or distribute content that violates applicable law; or

Assist another person in engaging in any prohibited activity.

We may investigate suspected violations and take appropriate action, including suspension or termination of access.

The Services, including their software, source code, architecture, user interfaces, designs, trademarks, logos, documentation, graphics, features, and other materials, are owned by or licensed to Octovate and are protected by applicable intellectual-property laws.

Except as expressly permitted by these Terms, you may not:

Copy or reproduce the Services;

Modify or create derivative works from the Services;

Distribute or publicly display the Services;

Sell, sublicense, lease, or commercially exploit the Services;

Reverse engineer or attempt to discover the source code; or

Remove proprietary notices or branding.

No ownership rights are transferred to you by your use of the Services.

If you provide suggestions, ideas, recommendations, feature requests, or other feedback regarding the Services ("Feedback"), you grant Octovate a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable right to use, reproduce, modify, distribute, and otherwise exploit that Feedback without compensation or obligation to you.

You agree that providing Feedback does not transfer ownership of your Customer Data or confidential information.

Each party may receive confidential or proprietary information from the other party in connection with the Services.

The receiving party agrees to:

Use confidential information only for purposes related to the applicable business relationship;

Protect confidential information using reasonable safeguards; and

Not disclose confidential information except to employees, contractors, service providers, professional advisers, or other parties who have a legitimate need to know and are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

Is publicly available through no breach of obligation;

Was lawfully known before disclosure;

Is independently developed without use of confidential information; or

Is lawfully obtained from a third party without confidentiality restrictions.

A party may disclose confidential information when required by law, provided that, where legally permitted, it provides reasonable notice to the other party.

We aim to provide reliable and secure Services but do not guarantee uninterrupted availability.

The Services may occasionally be unavailable because of:

Scheduled maintenance;

Emergency maintenance;

Software updates;

Infrastructure failures;

Third-party service failures;

Internet or telecommunications failures;

Security incidents;

Force majeure events; or

Circumstances beyond our reasonable control.

We may perform maintenance, upgrades, or modifications that temporarily affect availability.

Octovate implements reasonable administrative, technical, and physical safeguards designed to protect information processed through the Services.

However, no system is completely secure.

You acknowledge that internet-based services involve inherent security risks and that Octovate cannot guarantee that unauthorized third parties will never circumvent security measures.

You are responsible for maintaining appropriate security practices for your account, devices, credentials, integrations, and Customer Data.

Your use of the Services is also governed by our Privacy Policy.

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information.

By using the Services, you acknowledge that you have reviewed our Privacy Policy.

Subject to applicable law and our Privacy Policy, Octovate may retain Customer Data and account information for as long as reasonably necessary to provide the Services, satisfy legal and regulatory obligations, resolve disputes, enforce agreements, maintain security, and protect our legitimate business interests.

Following termination or expiration of your account, Customer Data may be deleted in accordance with our applicable retention and deletion practices.

You are responsible for maintaining independent backups of Customer Data where appropriate.

The Services may be provided using infrastructure and service providers located in Canada, the United States, or other jurisdictions.

By using the Services, you acknowledge that information may be transferred, stored, and processed outside your province, territory, or country.

Such information may be subject to the laws of the jurisdiction in which it is stored or processed.

Octovate will take reasonable measures intended to provide an appropriate level of protection for personal information transferred internationally, consistent with applicable law.

You may stop using the Services at any time.

Octovate may suspend or terminate your access if:

You materially breach these Terms;

Your use creates a security, legal, or operational risk;

You engage in fraudulent, abusive, or unlawful activity;

You fail to pay applicable fees;

We are required to do so by law; or

We discontinue the applicable Services.

Where reasonably practicable, we will provide notice and an opportunity to remedy a breach before termination, except where immediate action is reasonably necessary.

Upon termination:

Your right to access the Services will cease;

Outstanding payment obligations will remain due;

Provisions that by their nature should survive termination will remain in effect; and

Data may be handled in accordance with Section 18 and our Privacy Policy.

To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis.

Octovate makes no warranties or representations that the Services will:

Meet every particular business requirement;

Always be available;

Be completely accurate or error-free;

Be uninterrupted;

Be compatible with every system or integration; or

Produce specific business, financial, operational, or other results.

To the maximum extent permitted by law, Octovate disclaims all warranties, conditions, representations, and guarantees not expressly stated in these Terms, whether express, implied, statutory, or otherwise.

Nothing in these Terms excludes or limits any warranty, condition, right, or remedy that cannot lawfully be excluded or limited.

To the maximum extent permitted by applicable law, Octovate and its directors, officers, employees, affiliates, contractors, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings arising from or relating to your use of or inability to use the Services.

To the maximum extent permitted by applicable law, the aggregate liability of Octovate arising out of or relating to the Services or these Terms will not exceed the greater of:

The fees you paid to Octovate for the Services during the twelve (12) months immediately preceding the event giving rise to the claim; or

CAD $100.

These limitations apply regardless of the legal theory on which a claim is based, including contract, tort, negligence, strict liability, or otherwise.

Nothing in these Terms limits liability that cannot legally be limited or excluded under applicable law.

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Octovate and its directors, officers, employees, affiliates, contractors, and service providers from claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from or relating to:

Your violation of these Terms;

Your unlawful use of the Services;

Customer Data that you submit to the Services;

Your violation of another person's rights;

Your violation of applicable law; or

Your unauthorized use of the Services.

Octovate may assume exclusive control of the defense of any matter subject to indemnification, and you agree to cooperate reasonably with such defense.

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles.

Subject to applicable mandatory laws, disputes arising out of or relating to these Terms or the Services will be subject to the jurisdiction of the courts located in Ontario, Canada.

If you are located in a jurisdiction where mandatory consumer-protection laws provide you with additional rights or require disputes to be handled differently, those mandatory rights will continue to apply.

Before initiating formal legal proceedings, the parties agree to make reasonable efforts to resolve disputes through good-faith communication.

If you have a dispute or concern regarding the Services, you should first contact Octovate using the contact information provided below.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief where necessary to protect intellectual property, confidential information, security, or other rights.

We may modify these Terms from time to time.

When we make material changes, we may provide notice through the Services, by email, or by updating the "Last Updated" date above.

Your continued use of the Services after revised Terms become effective constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

If you do not agree with updated Terms, you must stop using the Services.

Octovate will not be responsible for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, government actions, epidemics, pandemics, labour disruptions, telecommunications failures, internet outages, power failures, infrastructure failures, cyberattacks, or failures of third-party service providers.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.

The remaining provisions will continue in full force and effect.

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.

Any waiver must be expressly provided by an authorized representative of Octovate.

These Terms, together with the Privacy Policy and any additional agreements expressly incorporated by reference, constitute the entire agreement between you and Octovate regarding your use of the Services.

If you have entered into a separate written agreement with Octovate, such as an enterprise agreement, data processing agreement, or subscription agreement, that agreement will govern to the extent of any conflict with these Terms.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except where permitted by applicable law.

Octovate may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or similar transaction.

If you have questions, concerns, or requests regarding these Terms or the Services, please contact us:

Octovate

1 King Street West, Suite 4800

Toronto, Ontario M5H 1A1

Canada

Email: privacy@octovate.io

For legal, contractual, or account-related matters, please include sufficient information for us to identify the relevant account or issue.

By accessing, registering for, purchasing, or using the Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.

If you do not agree to these Terms, you must not use the Services.