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Terms of Use

Terms of Use

Effective Date: October  2024

Welcome to the Platform operated by Octus Intelligence, Inc. or one or more of its subsidiaries (together, “Octus” or “we, us, our”).

PLEASE READ THE FOLLOWING TERMS OF USE (THE “TERMS”) CAREFULLY BEFORE USING THE PLATFORM AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE PLATFORM AND THE SERVICES ARE SUBJECT TO THE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE PLATFORM OR THE SERVICES IN ANY MANNER AND DO NOT REGISTER FOR SUCH USE OR ACCESS.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Except as otherwise provided below, these Terms govern Your use of the Platform, the Services and the Content. 

These Terms constitute a binding and enforceable agreement between You (“You” and “Your” refer to the person who is agreeing to these Terms and the user of the Platform, individually and in their capacity as an employee, officer, agent, partner, etc. of each organization they represent in connection with any use of the Platform) and us. By accessing the Platform or using the Services, You acknowledge and agree that You have fully read and agree to be bound by the provisions of these Terms.

You and Octus may each be referred to as a “Party” and collectively as the “Parties.” Headings or titles to sections or subsections in these Terms are for convenience of reference only and shall not affect the meaning or interpretation of these Terms or any part hereof.

  1. Definitions

(a) “Aggregated Anonymous Data” means data made available or submitted to, or collected or generated by, Octus in connection with Your use of the Platform or the Services which is converted to an aggregated, anonymized form such that any individual or entity to which such data relates, which may include You, is no longer identifiable.

(b) “AI” means artificial intelligence.

(c) “AI Outputs” means outputs, including text, images and video that are elicited directly or indirectly by, or otherwise made available to You in connection with the use of any AI-Powered Services.

(d) “AI-Powered Services” means AI-powered technology made available to You by Octus.

(e) “APIs” means application programming interfaces, excluding any Third Party Services.

(f) “Applicable Laws” means all applicable local, state, national and foreign laws, treaties and regulations, including those relating to anti-bribery and data privacy.

(g) “Confidential Credit Information” means financial documents, loan or bond-related documents and other information that are subject to confidentiality, non-use or non-disclosure restrictions and Content sourced or derived therefrom.

(h) “Confidential Information” means, to the extent previously, presently or subsequently disclosed by or for either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Services or these Terms, all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers or employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, code, information technology, passwords, sign-on codes, specifications, designs (including network designs), drawings, data, strategies, plans (including business plans), prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary and/or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. For clarity, all pricing information relating to the Services is Octus’ Confidential Information.

(i) “Content” means news, statements, content, articles, alerts, data, reports, summaries, opinions, analyses and other information or materials delivered or made available in connection with the Services or obtained through or in connection with use of the Services or the Platform, including AI Outputs.

(j) “Economic Sanctions” means sanctions or restrictions under applicable United States, European Union, United Kingdom or other international law or regulation relating to economic or trade sanctions, including the executive orders and sanctions regulations administered by the Office of Foreign Assets Control.

(k) “Feedback” means comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Platform or the Services.

(l) “PACER System” means the United States Government’s Public Access to Court Electronic Records system.

(m) “Platform” means the platform operated by Octus which can be found at https://octus.com, https://aggredium.com, https://www.findox.com and https://loansintel.com as well as through any Octus applications available through mobile and other online channels.

(n) “Octus Marks” means all of Octus’ trademarks, service marks, and trade names, and the goodwill associated therewith.

(o) “Restricted Parties List” means any restricted parties list issued by any United States or foreign governmental entity or international organization.

(p) “Service Restrictions” means the restrictions and limitations set forth in Section 3 of these Terms.

(q) “Services” means the Octus services made available through the Platform, including AI-Powered Services.

(r) “Third Party Services” means websites, application programming interfaces, content, data and/or other services or materials made available by third parties not controlled by Octus.

(s) “Third Party Terms” means the terms set forth at https://octus.com/terms-3rdparty, as they may be updated and amended from time to time by Octus in its sole discretion.

(t) “Trial Users” means trial and beta users of the Platform.

(u) “User Agreement” means an agreement with Octus for the use of the Services.

(v) “Your Data” means any data, information or other material provided, uploaded, or made available by You to Octus in the course of using the Platform or the Services, excluding Feedback and Aggregated Anonymous Data.

  1. Registration and Access to the Services

The Platform is available only to entities, and individuals at least eighteen (18) years of age, who can form legally binding agreements. If You do not qualify, You are not permitted to use the Platform. 

You acknowledge that access to the Platform and the Services is subject to availability of a suitable internet connection, email account, computer equipment, and sufficiently available bandwidth at the time of Your attempted use or access. You are solely responsible for procuring the necessary computer equipment, email account and internet connection required for accessing and using the Platform and the Services and will bear all risk associated with Your procurement and use thereof. 

If You are employed by or otherwise acting on behalf of an entity that has entered into a User Agreement, Your use of the Services will be governed, and You will be deemed to have accepted and be bound by, the User Agreement, which supersedes these Terms in all respects.

Notwithstanding anything to the contrary, Octus will have no obligation to, and You will not make the Services available to any person or entity that is a competitor of Octus or offers or begins to offer products or services that are competitive with those offered by Octus.

  1. Service Restrictions

(a) General restrictions 

Except as expressly set forth in these Terms, You will not, in whole or in part, modify, publish, republish, translate transmit, retransmit (including via any third party content distribution platform), reproduce, participate in the transfer or sale of, create new works (including derivative works) from, distribute, perform, display, or in any way exploit or otherwise use, any of Octus’ Confidential Information or any Services, including any images contained in the content of the Platform or Services, or grant access to the Platform or the Services to any person not authorized by Octus. 

(b) Specific Restrictions

Without limiting the foregoing and except as otherwise expressly set forth in these Terms, You will not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform or any Services (except to the extent Applicable Laws specifically and expressly prohibit such restriction); (ii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to the Platform or any Services; (iii) use the Platform or any Services or any of Octus’ Confidential Information for the benefit of any third party or for the purpose of training any technology, including any language or AI models or offerings; (iv) remove, obscure, destroy or otherwise alter any proprietary markings, notices or labels contained in or accessible through the Platform or the Services; (v) use the Platform, any Services or any of Octus’ Confidential Information to build or otherwise assist in the development of any models, tools, technology, compilations, databases, applications, offerings, products or services that are competitive with Octus or any Octus offerings; (vi) use the Platform, any Services or AI Outputs (as defined below) in a manner that Octus reasonably determines may exceed reasonable request volume, constitute excessive or abusive usage, or otherwise fail to comply with any part of the Services; (vii) interfere or attempt to interfere with the proper working of the Platform or any Services, or any activities conducted on the Platform or any Services; (viii) access or use the Platform or any Services by any means other than through the interfaces provided by Octus; (ix) bypass any measures Octus may use to prevent or restrict access to the Platform, any Services or other accounts, computer systems or networks connected to the Platform or any Services; (x) use or interact with the Platform or the Services in any manner that “crawls,” “scrapes,” or “spiders” any feature, page, data or portion of the Platform or the Services; (xi) use the Platform or any Services to engage in, promote or encourage illegal activity; or (xii) use the Platform or any Services in a manner that violates Applicable Laws or any intellectual property, proprietary, confidentiality, privacy, contractual or other rights of any third party. Octus has the sole right to decide whether you are in violation of any Service Restrictions.

(c) Expungement

Within thirty (30) days of the termination or expiration of your access to a Service for any reason, You shall (i) expunge any Content and all copies thereof from Your computer systems and (ii) upon request, provide Octus with written certification of compliance with this expungement obligation by an officer or authorized person of Your business reasonably acceptable to Octus. Notwithstanding the foregoing, You may, in each case on a confidential basis in accordance with Section 6 of these Terms, retain (i) limited copies of the Content solely to the extent required (x) by Your internal record retention policy or (y) for regulatory and legal compliance reasons, that are, in each case, not used for any other purpose; and (ii) articles and alerts delivered to You via email through the applicable Service. For clarity, the Service Restrictions in this Section 3 shall continue to apply to any Content retained by You.

(d) Audit rights

For a period of one (1) year following termination or expiration of Your access to a Service for any reason, Octus may, upon Octus’ reasonable request and during regular business hours, reasonably inspect and audit, or have its representatives or independent third party inspect and audit, Your records and other documents as necessary to verify compliance with this Section 3. Failure by Octus to exercise any such audit right shall not relieve You of Your responsibilities to comply fully with these Terms. Any audit performed in accordance with this Section 3(d) shall be conducted at Octus’ sole cost and expense; provided, that if any such audit reveals noncompliance with these Terms, You shall pay and/or reimburse Octus for (i) all fees and reasonable charges relating to the unauthorized use, retention, or redistribution of the Content discovered during such audit, including all fees and reasonable charges that Octus would have been entitled to for a subscription to access any such Content at Octus’ then-current rates; and (ii) all reasonable audit expenses incurred by Octus and its representatives or agents.

(e) Violations of Service Restrictions

Without limiting any of Octus’ other rights and remedies, a violation of this Section 3 shall be grounds, at Octus’ option, for immediate termination of Your access to the Services.

The provisions of Section 3 shall survive the termination, cancellation, or expiration of these Terms.

  1. Representations and Warranties

You represent and warrant that these Terms are enforceable against You and that Your access to and use of the Services will comply with all Applicable Laws. Without limiting the foregoing, you represent and warrant that You are not the target of Economic Sanctions or any Restricted Parties List. You also represent and warrant that You will not access or use the Services from or on behalf of any third party located in a location embargoed under United States Economic Sanctions, or to service, directly or indirectly, an embargoed location or any entity targeted by Economic Sanctions or appearing on any Restricted Parties Lists.

  1. Account Security

You will prevent and prohibit any other person’s use of Your account, username or password and will not use another user’s account. You will select secure and strong passwords for any accounts to access the Services. You may not select as your username a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Without limiting any of Octus’ other rights and remedies, violation of this provision will result in immediate termination of Your access to the Platform. You agree to implement and employ reasonable procedures and security measures to protect the confidentiality of Your username, password and any other account credentials. You will not share your account credentials. You will be responsible for all usage or activity of Your account. You are also responsible for any use of the Platform or the Services by any person that You enable or permit, even if You did not authorize such use. You shall promptly notify Octus of any known or suspected unauthorized use of Your account, any violation of the Service Restrictions or any known or suspected breach of security with respect to Your account. You agree to reasonably cooperate with Octus in good faith and as reasonably necessary to remedy any unauthorized use of Your account or any security breach. Without limiting any of Octus’s other rights or remedies, if You allow any third party access to the Content or the Services in violation of these Terms, You shall be liable to Octus for an amount equal to the fees to which Octus would have been entitled had there been in place an agreement with Octus, at Octus’ then-current rates, for the period during which the third party had access to the Content or the Services. This Section 5 shall survive the termination, cancellation, or expiration of these Terms.

  1. Privacy and Confidentiality

You agree and acknowledge that Octus may process Your data, including IP address(es), email address(es), passwords, and other information transmitted by Your computer(s) or network to the extent reasonably necessary for Octus to authenticate You, provide access to the Services, analyze usage of the Services, and as otherwise permitted by Octus’ Privacy Notice. 

The Parties acknowledge that a Party may have access to certain Confidential Information of the other Party in connection with the Platform and Services.

Each Party agrees to treat and protect the Disclosing Party’s Confidential Information as confidential, using no less care than the degree of care the Receiving Party would use to protect and preserve its own Confidential Information of like importance (but in no event less than a reasonable degree of care). The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose not expressly permitted under these Terms. 

Confidential Information does not include any information that (i) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (ii) is rightfully disclosed to the Receiving Party without restriction by a third party; (iii) is or becomes generally known to the public without violation of the Agreement; or (iv) is independently developed by the Receiving Party or its employees without access to or reliance on such information. For clarity, nothing in these Terms will limit the use of information obtained in the ordinary course of Octus’ or an Octus affiliate’s news gathering and/or news reporting business, even if such information is the same as, or similar to, Confidential Information.  The foregoing restrictions will not prevent either Party from complying with any law, regulation, court order or other legal requirement that compels disclosure of any Confidential Information. The Receiving Party will, if permitted by Applicable Laws, promptly notify the Disclosing Party upon learning of any such legal requirement and reasonably cooperate with the Disclosing Party (at such Party’s sole expense) in the exercise of its right to protect the confidentiality of the Confidential Information before any court, tribunal or governmental agency. No such notice will be required in connection with any disclosure of Confidential Information in connection with a routine regulatory or supervisory authority review or examination of the Receiving Party that does not specifically target the Disclosing Party or the Disclosing Party’s Confidential Information.

Each Party understands and agrees that money damages alone may not constitute a sufficient remedy for any breach of the confidentiality obligations hereunder or the obligations under Section 3 above and that a Party shall be entitled to seek specific performance and injunctive relief, without the necessity of posting a bond or other security, as remedies for any such breach. The provisions of this Section 6 shall survive the termination, cancellation, or expiration of these Terms.

  1. Fees and Payments

Trial Users may access the Services at no cost as determined by Octus. We reserve the right to discontinue Trial Users’ access to the Platform and the Services at any time in our sole discretion.

  1. Notifications and Consent to Communication

As part of or in connection with the Services, You may receive communications, including email communications. You agree to provide Octus with Your current and accurate details, including full name, title, department, employer name, business email address, business phone number, and primary business address, and You agree to promptly update Octus upon any changes to this contact information. If You fail to provide any of the foregoing, You acknowledge and agree that certain Services or Content may not be available to You. You agree that Octus may send You electronic messages (including via the Platform) and/or paper mail for the purpose of informing You of updates, changes or additions to the Services or these Terms. You further agree that from time-to-time Octus may contact You via electronic messages or paper mail for the purpose of soliciting feedback or participation in user surveys relating to the Services. You shall have no obligation to participate in or respond to any survey. This Section 8 shall survive the termination, cancellation, or expiration of these Terms.

  1. Proprietary Rights, Third Party Services, Confidential Credit Information, APIs

(a) Proprietary Rights

The Octus Marks shall remain the sole and exclusive property of Octus and, except as explicitly provided in these Terms with respect to attribution, You may not use Octus Marks without the express prior written consent of Octus. As between the parties, Octus and its licensors retain all right, title, and interest in and to the Services, including, but not limited to the Platform, all Content, AI Outputs, and other intellectual property and moral rights related thereto, or created, used, or provided by Octus, as well as all of Octus’s Confidential Information, and any copies and derivative works of any of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in these Terms.

Nothing in the Terms will impair Octus’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any, products, software or technologies that You may develop, offer, produce, market, or distribute. Octus will not be restricted from using Your name or trade name in the ordinary course of Octus’ news gathering and/or reporting businesses, or Your trademarks, service marks and trade names in connection with the presentation of the Platform to You. As between the Parties, Octus and its licensors retain all right, title and interest in and to the Platform, the Services and Content published and distributed by Octus, including all software, APIs, AI Outputs, products, works, platforms and other intellectual property and moral rights related thereto, or created, used or provided by Octus for the purposes of these Terms, as well as all of Octus’ Confidential Information, and any copies and derivative works of any of the foregoing. You agree to abide by any and all additional copyright notices or restrictions contained in any Content accessed via the Services.

(b) License to the Services and Content

If Octus permits You to access to any Services, subject to compliance with these Terms and your compliance with the terms of any Third Party Services, Octus grants You a limited, non-exclusive, revocable, personal, non-sublicensable and non-transferable right and license to internally access and use the Services and access and save the Content, in each case solely for Your internal business purposes and solely during the period that Octus permits Your access thereto. For clarity, You do not have any right to share or otherwise distribute Content. 

(c) Feedback

From time to time, You may submit Feedback to Octus. You hereby assign, and agree to assign to Octus, all right, title and interest in and to any Feedback. You agree that Octus has all right to use and incorporate Feedback into the Services without restriction or payment to You. If Feedback is designated as confidential by You, such designation will not by itself create any confidentiality obligation for Octus, provided that the Feedback is not attributed to You. In connection with certain of the Services, You may submit to Octus documents or other materials and You represent and warrant that You have the necessary power and authority to grant to Octus the right to use such documents or other materials in connection with providing the Services. 

(d) Third Party Services and Content

As a part of accessing and using the Services, You may have access to certain Third Party Services. You acknowledge and agree, for example, that certain Content made available through Platform may be sourced from information repositories, websites and online services owned and operated by the U.S. Government, including the PACER System. Your access to PACER System information will be subject at all times to Your compliance with the terms and conditions of all applicable Third Party Terms, including all terms regarding fees incurred based on Your usage of the PACER System. Octus does not control and is not responsible for the operation of any Third Party Services and does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between You and a third party provider is solely between You and such third party provider and is governed by such third party’s terms and conditions. Any concerns or questions related to Third Party Services should be directed to the owner or other appropriate contact person for such third party. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any terms and conditions applicable to the Third Party Services. Use of the Third Party Services may be governed by Third Party Terms, and You agree to such terms, as may be updated by Octus from time to time. The Third Party Terms are, as applicable, fully incorporated by reference and expressly made a part of these Terms. To the extent that there is any conflict between the Third Party Terms and these Terms, such Third Party Terms shall govern and control.

(e) Confidential Credit Information

Certain Services may enable You to request and receive access to Confidential Credit Information. Whenever You access or request access to Confidential Credit Information, You: (i) represent and warrant that You are authorized to access such Confidential Credit Information; (ii) will comply with all confidentiality, non-use and non-disclosure restrictions that apply to the Confidential Credit Information; and (iii) will not engage in any actions otherwise permitted by these Terms to the extent prohibited by applicable restrictions. If You become aware that You have received any Confidential Credit Information that You are not entitled to receive, then You will immediately notify Octus and will promptly and securely destroy such Confidential Credit Information and all copies of the same in Your possession or control. 

Whenever You make any Confidential Credit Information available to Octus, You (i) authorize Octus to act on Your behalf as Your limited agent and representative to access and use the Confidential Credit Information for the sole purpose of providing the Services and performing its obligations under these Terms; (ii) represent and warrant to Octus that (x) You are authorized to access the Confidential Credit Information and (y) You have obtained all required licenses, permissions, and consents regarding the Confidential Credit Information that are necessary or desirable for Octus to use the Confidential Credit Information to provide the Services and perform its obligations hereunder; and (iii) agree that Octus may, as part of its products and services (x) make such Confidential Credit Information available to other Octus customers who have the necessary rights to receive such information, (y) generate data, reports, summaries, analyses, transcripts and other information derived from such Confidential Credit Information and make such data, reports, summaries, analyses, transcripts and other derived information available to other Octus customers who have the necessary rights to receive such information and (z) make and generate Aggregated Anonymous Data from such Confidential Credit Information.

If You subscribe to Octus’ FinDox document aggregation offering, You hereby authorize Octus to access Your Data hosted on FinDox for the purpose of providing any Services pursuant to these Terms. 

You acknowledge and agree that Octus may use third party tools or services to process and extract text and data from Confidential Credit Information for the sole purpose of providing the Services.

(f) APIs

If Octus provides You with access to any APIs in connection with a Service, then, subject to Your compliance with these Terms, Octus grants to You a limited, non-exclusive, personal, revocable, non-sublicensable, non-transferable right and license to internally access and use such APIs solely during the term and for Your internal business purposes.

(g) Your Data 

You will retain all right, title and interest in and to Your Data, including all intellectual property rights therein. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership and rights to use of Your Data. You represent and warrant that You have all rights necessary to provide Your Data to Octus for Octus’ use as contemplated in these Terms, without, in each case, any infringement, violation or misappropriation of any intellectual property, proprietary, confidentiality, privacy, contractual or other rights of any third party. Notwithstanding anything to the contrary, You agree that Octus may (i) internally use and modify, but not disclose, Your Data for the purposes of (w) providing the Services to You, (x) authenticating Your identity including Your computers and networks, (y) analyzing usage of the Platform and the Services, and (z) generating Aggregated Anonymous Data; (ii) use, retain and make available Aggregated Anonymous Data for Octus’ business purposes (including without limitation, for purposes of developing, improving, testing, operating, promoting and marketing Octus’ and its affiliates’ products and services); and (iii) otherwise use Your Data as permitted by and in the manner set forth in these Terms.

(h) Artificial Intelligence Features

Some Services or components thereof may be powered by AI. You may, accordingly, interact with AI-Powered Services and AI Outputs in the course of utilizing the Services, and use of AI-Powered Services may generate AI Outputs. Octus hereby grants You a limited right to internally access and use the AI Outputs for Your internal business purposes in accordance with the terms and conditions these Terms. You acknowledge that AI Outputs may contain errors and misstatements and may be incomplete or inaccurate. Due to the nature of AI, it is possible that AI Outputs generated through Your use of any AI-powered components of the Services may be similar to AI Outputs generated through another Octus customer’s use of the Services, or that the same input may result in different AI Outputs from one use to the next. Before leveraging any AI Outputs, You are responsible for making your own determination that the AI Outputs are suitable, and You are solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs. You may not: (i) use any automated or programmatic method to extract data or AI Outputs or to circumvent limits on AI Outputs, including scraping, web harvesting, or web data extraction; or (ii) represent that any AI Outputs were human-generated.

Except as otherwise set forth herein, the rights granted and reserved to Octus and Your confidentiality and indemnification obligations in this Section 9 shall survive the termination, cancellation, or expiration of these Terms.

  1. Disclaimer of Warranties

(a) Generally

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE CONTENT, THE SERVICES AND THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

(b) News Publishing

Octus is a news publisher. Octus obtains data and information from a wide variety of public and private sources. The accuracy, timeliness and completeness of any data or information accessed from these sources cannot be guaranteed nor does Octus accept any responsibility for errors appearing in or omissions from the Content. You acknowledge and agree that the Content is provided as general information only and that the availability of the Content through the Services will not, under any circumstances, create any obligation to verify the Content or to update the Content at any time after the date noted therein including for changes in any documents or information on which the Content is based. Any opinions, estimates and probabilities presented in the Content constitute the judgment of the author as of the date indicated and are subject to change without notice. Other events which were not taken into account may occur, and any projections, outlooks or assumptions should not be construed to be indicative of the actual events that will occur. 

(c) Not Investment Advice

The Content is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities or other financial products. Nothing contained in the Content is intended to be, nor shall it be construed as investment advice, nor is it to be relied upon in making any investment or other decision. Octus does not act as a broker, dealer or investment adviser. Prior to making any investment decision, You are advised to consult with Your broker, investment adviser, or other appropriate tax or financial professional to determine the suitability of any investment. No Content or other communication by Octus by Octus to You constitutes or should be construed as legal or financial advice. 

(d) No Reliance

YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT AND INFORMATION AVAILABLE THROUGH THE PLATFORM AND THE SERVICES IS NOT TO BE RELIED UPON AND YOUR USE OF OR RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED AS PART OF THE SERVICES IS AT YOUR OWN RISK. IF REASONABLY NECESSARY, YOU SHOULD SEEK THE ASSISTANCE OF A PROFESSIONAL ADVISER IN DETERMINING WHETHER TO USE OR RELY ON ANY INFORMATION OR CONTENT PROVIDED AS PART OF THE SERVICES.

  1. Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OCTUS, NOR ITS AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). The provisions of this Section 11 shall survive the termination, cancellation, or expiration of these Terms.

  1. Changes to the Terms and Changes to Services

Octus reserves the right to amend, remove, or add to the Terms at any time in Octus’ sole discretion; such modifications are effective immediately. We will post a notice to the Platform of any changes or notify you by some other means. After a change to these Terms is effective, Your continued use of the Platform means that You accept any new or modified Terms. You can review the most current version of the Terms by clicking on the Platform’s “Terms & Conditions.” Octus has the right to take any of the following actions in our sole discretion at any time and for any reason without giving You any prior notice: (a) restrict, suspend or terminate Your access to all or any part of the Platform; (b) change, suspend or discontinue all or any part of the Services; (c) change, move, or remove any Content; (d) deactivate or delete Your accounts and all related information and files in Your account; and (e) establish general practices and limits concerning access to the Platform and use of the Services. You agree that Octus will not be liable to You or any third party for taking these actions.

  1. Indemnification

You will defend, indemnify, and hold harmless Octus, Octus’ affiliates and our respective employees, contractors, officers, directors, suppliers, representatives and agents from all liabilities, claims, and expenses paid or payable to a third party, including attorney’s fees, that arise from or relate to (a) Your Data, or Octus’ access thereto or use thereof in accordance with these Terms, (b) Your use or misuse of the Platform, Services or Content, or of any Third Party Services, and (c) Your breach of these Terms. Octus reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You agree to cooperate with us in asserting any available defenses to any asserted claim. The provisions of this Section 13 shall survive the termination, cancellation, or expiration of these Terms.

  1. General

(a) Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. 

(b) Arbitration Agreement

You and we agree that, except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to these Terms or any aspect of our relationship, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York. You agree that by entering into these Terms, You and we are each waiving the right to trial by jury, except as otherwise stated above. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into these Terms, You are giving up the ability to participate in a class action or class arbitration. 

All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for the court to decide. New York law applies to any arbitration under this section, but the Parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The agreement to arbitrate, pursuant to this section, shall survive termination of these Terms. 

Unless the Parties agree in writing otherwise, the arbitration will take place in the County of New York in the State of New York. Any controversy or claim arising out of or relating to these Terms or any aspect of the Parties’ relationship not subject to arbitration will be brought in the courts of record of the State of New York in the Borough of Manhattan or the United States District Court, Southern District of New York. 

You have the right to opt out of the provisions of this Section 14(b) by sending written notice of your decision to opt out to the following address: Attention: Legal Department, 11 East 26th Street, 12th Floor, New York, New York 10010 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(c) Other Notices

Except as set forth in Section 14(b), all notices to Octus provided in connection with these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or when receipt is electronically confirmed, if transmitted by e-mail to [email protected]. 

(d) Entire Agreement; Construction

Except as otherwise provided, these Terms and any supplemental terms that expressly reference these Terms on the Platform constitute the entire agreement between You and Octus and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. 

In these Terms, unless otherwise specified: (i) “includes” and “including” will mean, respectively, includes and including without limitation; (ii) words denoting singular will include the plural and vice versa and words denoting any gender will include all genders as the context requires; (iii) general words will not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class or acts, matters or things; (iv) all references to Applicable Laws (as defined below) are to be construed as references to those Applicable Laws, or any provisions thereof, as the same may have been or may from time to time hereafter be amended or re-enacted; and (v) references to “days” will mean calendar days unless otherwise indicated.

(e) Relationship Between the Parties

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and You have no authority of any kind to bind Octus in any respect.

(f) Assignment

You may not assign these Terms. Octus may assign these Terms to an Octus affiliate and to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. Any assignment in violation of this Section 14(f) is and will be null and void, ab initio. These Terms will be binding upon and inure solely to the benefit of You, Octus and Octus’ permitted successors or assigns. Except as expressly set forth herein no party will be deemed a third party beneficiary to these Terms.

(g) Rights, Remedies and Waivers

Octus’ rights and remedies are cumulative and not alternative. Neither any failure nor any delay by Octus in exercising any right, power, or privilege under these Terms will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege. Any waiver by Octus of any breach of these Terms must be in writing. The provisions of this Section 14 shall survive the termination, cancellation, or expiration of these Terms.