Terms and Conditions of Use for Octave-X

1. Introduction

Welcome to Octave-X! These Terms and Conditions ("Terms") govern your access to and use of our website located at https://octave-x.com (the "Site") and any services, applications, or products provided by Octave-X (collectively, the "Services"). By accessing or using the Site and Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Site or Services.

2. Eligibility

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Intellectual Property Rights

3.1 Ownership

All content, features, and functionality on the Site and Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software, are the exclusive property of Octave-X or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

3.2 License

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Site and Services for your personal, non-commercial use, subject to your compliance with these Terms. Any use of the Site or Services not expressly permitted by these Terms is strictly prohibited.

3.3 Trademarks

All trademarks, service marks, and trade names are proprietary to Octave-X or its affiliates and/or third-party licensors. Unauthorized use of any such trademarks, service marks, or trade names is strictly prohibited.

4. User Accounts

4.1 Account Creation

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

4.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account information.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to your violation of these Terms. Upon termination, your right to use the Services will immediately cease.

5. User Conduct

5.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Violating any applicable laws or regulations.
• Infringing on the intellectual property or other rights of any third party.
• Using the Site or Services for any commercial purpose without our prior written consent.
• Interfering with the security or operation of the Site or Services.
• Attempting to gain unauthorized access to the Site, Services, or any user accounts.
• Engaging in any activity that could damage, disable, overburden, or impair the functioning of the Site or Services.

5.2 User Responsibility

You are solely responsible for your conduct while using the Site and Services and for any consequences thereof. You agree to use the Site and Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.

6. User Content

6.1 Definition

"User Content" means any content, including but not limited to text, images, video, and audio, that users upload, post, or otherwise make available through the Site or Services.

6.2 License to User Content

By making User Content available through the Site or Services, you grant Octave-X a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based on, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Site and Services.

6.3 User Content Representations and Warranties

You represent and warrant that: (i) you own or have the necessary rights to use and grant the rights granted in these Terms to your User Content; and (ii) neither your User Content, nor the use of your User Content as contemplated in these Terms, will infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

6.4 Content Moderation

We reserve the right, but do not have any obligation, to monitor, review, or edit User Content. We may, in our sole discretion, remove or disable access to any User Content for any reason, including if we believe it violates these Terms.

7. Privacy Policy

Your use of the Site and Services is also governed by our Privacy Policy, which can be found here. Our Privacy Policy explains how we collect, use, and disclose information about you when you use our Site and Services.

8. Disclaimers and No Warranties

8.1 No Warranties

The Site and Services are provided on an "as-is" and "as-available" basis. Octave-X expressly disclaims any and all warranties and conditions of any kind, whether express, implied, or statutory, including but not limited to the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement.

8.2 No Guarantee

We do not guarantee that the Site or Services will be uninterrupted, secure, or error-free, or that any defects will be corrected. We do not guarantee the accuracy or completeness of any information provided through the Site or Services.

9. Limitation of Liability

9.1 Limitation

To the maximum extent permitted by law, Octave-X shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your use of or inability to use the Site or Services; (ii) any unauthorized access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from the Site or Services; (iv) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Site or Services by any third party; (v) any errors or omissions in any content; and/or (vi) the defamatory, offensive, or illegal conduct of any third party.

9.2 Cap on Liability

In no event shall Octave-X's aggregate liability for all claims related to the Site or Services exceed the greater of one hundred U.S. dollars (U.S. $100.00) or the amount you paid Octave-X, if any, in the past six months for the Services.

10. Indemnification

You agree to defend, indemnify, and hold harmless Octave-X and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Site or Services; (ii) your User Content; or (iii) your violation of these Terms.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us at info@octave-x.com. Upon termination, you must cease all use of the Site and Services.

11.2 Termination by Us

We may suspend or terminate your access to the Site or Services, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. Upon termination, your right to use the Site and Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in Dover, Delaware, for the purpose of litigating all such claims or disputes.

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Site or Services after those revisions become effective, you agree to be bound by the revised Terms.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Site, constitute the entire agreement between you and Octave-X regarding your use of the Site and Services.

14.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Octave-X.

14.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Octave-X's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Octave-X may assign or transfer these Terms, at its sole discretion, without restriction.

15. Third-Party Services

15.1 Integration with Third-Party Services

The Site and Services may contain links to third-party websites, applications, or services (collectively, "Third-Party Services"). These Third-Party Services are not under the control of Octave-X, and we are not responsible for any Third-Party Services. We provide these Third-Party Services only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk.

15.2 Third-Party Terms and Conditions

Your use of Third-Party Services is subject to any applicable policies and terms of use provided by those Third-Party Services. You are solely responsible for reviewing and complying with any applicable policies and terms of use for Third-Party Services.

16. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at info@octave-x.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Octave-X, and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback, including any intellectual property rights therein.

17. Electronic Communications

17.1 Communications

By using the Site and Services, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Site and Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17.2 Promotional Communications

We may also send you promotional communications via email, including newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

18. International Users

The Site and Services are controlled and operated from within the United States. If you access the Site and Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You acknowledge and agree that your information may be transferred to, processed, and stored in the United States.

19. Data Protection and Security

19.1 Data Protection

We are committed to protecting the security of your information. We use a variety of industry-standard security technologies and procedures to help protect your information from unauthorized access, use, or disclosure. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure, and we cannot guarantee that your information will be absolutely secure.

19.2 Data Breach

In the event of a data breach that affects your information, we will notify you in accordance with applicable laws and regulations. We will also take steps to mitigate the impact of the breach and prevent further unauthorized access.

20. Dispute Resolution

20.1 Negotiation

If a dispute arises between you and Octave-X, we encourage you to contact us directly to seek a resolution by emailing info@octave-x.com. We will attempt to resolve the dispute through negotiation and good faith discussions.

20.2 Arbitration

If the dispute cannot be resolved through negotiation, it shall be finally settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Dover, Delaware, United States, and the language of the arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

20.3 Waiver of Jury Trial

You and Octave-X hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Octave-X are instead electing that all claims and disputes shall be resolved by arbitration under this Section 20, except as otherwise provided in this Section 20. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would.

20.4 Class Action Waiver

All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class or collective basis. Only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in Dover, Delaware. All other claims shall be arbitrated.

21. Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

22. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices and disclaimers published by us on the Site, constitute the entire agreement between you and Octave-X regarding your use of the Site and Services, and supersede all prior agreements and understandings with respect to the same.

23. Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Octave-X's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

24. Assignment

24.1 By Octave-X

Octave-X shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required.

24.2 By You

You shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms without the prior written consent of Octave-X.

25. Governing Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. You submit to the non-exclusive jurisdiction of the state and federal courts located in Dover, Delaware, for the resolution of any disputes.

26. Force Majeure

Octave-X shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

27. Notices

27.1 To You

We may provide any notice to you under these Terms by sending a message to the email address you provide or by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

27.2 To Us

To give us notice under these Terms, you must contact us as follows: (i) by email to info@octave-x.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to Octave-X, 8 The Green Ste R, Dover, DE 19901. We may update the email or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email and overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

28. Language

All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms, the English language version will control if there is any conflict.

29. Contact Information

If you have any questions about these Terms, please contact us at: