Termos de Serviço

Welcome to Octaprice, LLC (“Octaprice,” “we,” “our,” or “us”). We provide access to a range of online software, functionalities, and related services (collectively, the “Service”) through this website. Whether you engage with the Service under a paid subscription, a beta testing arrangement, a free trial, or any other form of usage, these Terms of Service (“Terms”) apply. The Service enables you to submit, store, retrieve, and interact with various forms of business-related data and other information associated with you, your customers, third parties, or your business (collectively, “User Data”).

These Terms form a binding legal agreement between you and Octaprice, setting forth the conditions governing your relationship with us as you use the Service. By registering for an account, subscribing, accessing, or otherwise using the Service—or by allowing your agents or representatives to do so on your behalf—you acknowledge that you have read, understood, and agree to comply with these Terms.

If you are creating an account or using the Service on behalf of a company, entity, or organization (a “Subscribing Entity”), you confirm and warrant that: (i) you are an authorized representative of that Subscribing Entity with the power to bind it to these Terms; (ii) you have fully reviewed and comprehended these Terms; and (iii) you accept these Terms on the Subscribing Entity’s behalf. Should you lack such authority, or if you do not agree to these Terms, you are not permitted to access or use the Service.

​

​​​​

License grant and restrictions

1. ​License Grant. Under these Terms and subject to all stated conditions, Octaprice grants you a non-exclusive, non-transferable, and limited license to use the Service internally for your own business operations in the manner these Terms describe. This license does not allow you to resell, distribute, or grant sub-licenses for the Service or any component of it.
    

2. License Restrictions. Except as explicitly permitted under these Terms, you agree not to: (a) damage, interfere with, or compromise the Service or its connecting networks; (b) copy, alter, redirect, produce derivative works from, access source code of, reverse engineer, disassemble, decompile, or otherwise manipulate the Service, nor attempt to do so; (c) engage in actions that place an unreasonable or disproportionately large load on Octaprice’s infrastructure; (d) violate any applicable law, regulation, or the rights (including privacy and intellectual property rights) of others; (e) disable, circumvent, or disrupt any security features that protect the Service; or (f) enable or assist any third party to undertake the prohibited actions listed above.
    

3. Reservation of Rights. Except as expressly granted in these Terms, Octaprice retains all rights, title, and interest in and to the Service, along with any related trademarks, service marks, technology, and software (including third-party components). These Terms do not grant you any ownership stake, implied licenses, or additional rights beyond the limited license described herein.
    

4. Further Assurances. You will, at your own expense, undertake any reasonable action and provide any necessary documentation requested by Octaprice to ensure that the intent and provisions of this section are fully realized.

​
​

Account Management

1. ​User account. To access certain features of the Service, you must register using your email and create a user account (“User Account”). By doing so, you agree to provide and maintain accurate, current, and complete information about yourself. You are responsible for preserving the confidentiality of your credentials (including your password) and for controlling access to your devices and User Account. Any and all actions taken under your User Account are your responsibility. If you suspect that your account security has been compromised—for example, through unauthorized use or the theft of your credentials—you must promptly notify Octaprice in writing. You may be held liable for any damages or costs incurred by Octaprice or others as a result of unauthorized or unlawful use of your User Account. Unless otherwise approved in writing by Octaprice, you may not create more than one User Account for the same entity.
    

2. System Access. You may request that Octaprice automatically retrieve data from your own systems, third-party systems, or other external services and websites (“Third Party Sites”) for use with the Service. By doing so, you grant Octaprice permission to access those systems and services, and to pull related User Data on your behalf. You represent and warrant that: (i) you possess all necessary rights, permissions, and authority to use the Service in this manner and to permit Octaprice to access and retrieve User Data from those systems, services, or Third Party Sites; and (ii) your use of the Service, including automated data retrieval, does not violate any terms of service, agreements, privacy policies, or any other requirements imposed by those third parties. You are solely responsible for safeguarding the credentials and other information needed for Octaprice to access such systems or services. By directing the Service to connect to or retrieve information from external systems or Third Party Sites, you either do so directly or appoint Octaprice as your authorized agent and attorney-in-fact for that purpose. You further authorize Octaprice to: (a) store your User Data in relation to those external sources; (b) access them using credentials you provide; (c) use any materials you supply for the provision of the Service; (d) gather and export any User Data necessary to deliver the Service; and (e) take any other steps reasonably required to provide the Service to you. If, at any point, you no longer have the rights or authority to grant such access, you agree to immediately disable the relevant functionality in your User Account. Octaprice disclaims all liability for accessing or retrieving User Data from any external systems or Third Party Sites on your behalf.
    

3. Account Information. Personal data you provide when setting up your User Account will be handled in accordance with our Privacy Policy. You acknowledge and agree that Octaprice may access, preserve, and disclose your account information and related content if required by law or when acting in good faith that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal obligations; (b) enforce these Terms; (c) investigate claims that any User Data infringes on the rights of others; (d) address your customer service requests; or (e) protect the rights, property, or personal safety of Octaprice, its users, or the general public, to the extent allowed by law.
    

4. Termination. Octaprice reserves the right, at its sole discretion, to terminate your User Account, remove any content or information you have posted, and restrict or prevent your use of the Service. Octaprice may also discontinue any aspect of the Service at any time, including halting the display of User Data. In such cases, Octaprice will provide you with at least thirty (30) days prior notice, except in cases of suspected illegal, fraudulent, or abusive activity, which may lead to immediate termination without notice. You agree that Octaprice shall not be liable to you or any third party for the termination of your access to the Service. Any suspected illegal, fraudulent, or abusive activity that leads to termination may be reported to the appropriate legal authorities. These remedies exist alongside any other legal or equitable remedies available to Octaprice.

Payment terms: Charges and Taxes

1. ​Fees. You agree to pay all fees and applicable taxes as described in the pricing and payment terms provided to you at the time of your order (for example, through an email order or invoice), using a valid payment method. Unless stated otherwise, all fees are listed in U.S. dollars. You must ensure that your billing information is accurate, current, and complete and promptly update it if, for instance, your billing address, credit card number, or expiration date changes. By providing your payment details, you authorize Octaprice to charge your selected payment method for any fees you owe. Except where required by applicable law or as explicitly set forth in these Terms, all fees are nonrefundable once paid, and no credits will be given. Late payments may incur interest at a rate of 1% per month (or the maximum legal rate, if lower) from the due date until payment is received in full.
    

2. Responsibility; Taxes. You bear full responsibility for all charges made under your account, including those incurred by anyone you permit to access your account. If a payment is declined or you fall behind in payment, Octaprice may use any lawful means to recover amounts owed. Your account may be deactivated without notice if payment is overdue, regardless of the amount. You are also responsible for any sales, use, or service taxes (including VAT) arising from your use of the Service. Where Octaprice is legally required to collect such taxes, these will be added to your invoice and charged to your chosen payment method.
    

3. Authorization to Charge. Your authorization allowing Octaprice to charge your chosen payment method remains effective until you change or cancel it through the Service, and any such adjustment will not affect charges already in process. Charges may be applied in advance, in arrears, on a per-usage basis, or as otherwise described when you ordered the Service or as stated on your invoice. You acknowledge that charges incurred over a billing period may be grouped and processed as a single or multiple aggregate charges at any time during or after that billing cycle.
    

4. Changes. Octaprice reserves the right to revise the fees, charges, or related terms for the Service. Should we change our fees or introduce new ones, we will notify you at least fourteen (14) days in advance. Your continued use of the Service or failure to cancel your subscription before the change takes effect signifies your acceptance of these updated terms. Any change in fees will apply solely on a prospective basis. If you do not agree to the revised fees or terms, your only recourse is to cancel your subscription. Fees already paid for any subscription term are not refundable.
    

5. Automatic Renewal. You acknowledge that your subscription may renew automatically at the interval selected—monthly, annually, or otherwise—and that your designated payment method will be charged at each renewal without further authorization, unless you cancel as outlined below. This renewal may reflect updated rates or tax amounts. Unless required by law, no further notice will be provided prior to each automatic charge
   .

6. Cancellation. For annual subscriptions, you must give Octaprice at least thirty (30) days notice before the annual renewal date to cancel. For monthly or other subscription intervals, you must provide seven (7) days’ notice before the renewal date. Upon receiving your cancellation notice, Octaprice will stop future charges and terminate your subscription at the end of the current billing period.

Prohibited Actions

1. ​When using the Service, you agree not to:

   • ​Engage in any illegal activities, or otherwise make use of the Service in ways that violate these Terms, applicable laws, or regulations;

   • Utilize the Service to breach, undermine, or interfere with any third-party terms of service, agreements, privacy policies, or restrictions—this includes accessing, connecting to, or retrieving data from third-party systems, services, or websites (“Third Party Sites”) without proper authorization or in violation of those parties’ policies;

   • Interact with or exploit the Service in any manner that, at our discretion, could degrade, disrupt, overtax, damage, or impair its intended operation, security, or reliability;

   • Upload, store, transmit, or otherwise distribute through the Service any data, content, or materials that are unlawful, defamatory, fraudulent, threatening, hateful, abusive, obscene, discriminatory, or otherwise objectionable;

   • Infringe upon the intellectual property rights, including copyrights, trademarks, or moral rights of others, or use the Service as a means to bypass digital rights management measures or any other technological protections controlling the use or duplication of protected materials;

   • Attempt to gain unauthorized entry to user accounts, portions of the Service, computer systems, networks, or any other resources related to the Service by means such as hacking, password mining, or any similar illicit methods, nor interfere with the Service’s normal functioning by distributing harmful code (such as viruses, malware, or Trojan horses);

   • Employ any automated tools—such as bots, spiders, crawlers, or scrapers—to access, extract, or collect data from the Service without our explicit written permission, or attempt to circumvent any protective mechanisms designed to prevent such activities;

   • Impersonate any individual or entity, misrepresent your association with any person, or falsify the origin, identity, or authenticity of any information or content transmitted via the Service;

   • Tamper with, remove, bypass, disable, or otherwise compromise security features, access controls, usage limitations, or restrictions integrated into the Service, including actions like creating multiple accounts solely to evade access limits, quotas, or other operational constraints set by your account type;

   • Use the Service for competitive analysis (based on a similar service) without our prior written approval, especially if you are a direct competitor of Octaprice;

   • Harvest, collect, or otherwise gather personal information from or about other users of the Service without their consent and without complying with applicable data protection and privacy laws.

​

User Data

1. Rights and Use of User Data: You retain full ownership rights in your User Data, including all associated intellectual property. However, by supplying any User Data through the Service, you confirm that you hold all necessary rights and authority to do so and you grant Octaprice a license to use, process, and otherwise handle such User Data as needed to operate, improve, and deliver the Service. In addition, Octaprice may collect and examine data associated with Service performance, usage, and related technologies (including derivatives of User Data), and is free to leverage such information both during and after the life of this agreement. Such utilization may include enhancement, diagnostics, troubleshooting, and the refinement of our offerings. Octaprice may also disclose aggregated or de-identified data, as long as no individual or entity is specifically identified.
    

2. Your Responsibilities Related to User Data: You represent and warrant that the User Data you submit or direct Octaprice to access is obtained and shared legally, without infringing upon anyone’s rights, privacy, or intellectual property. Your User Data must be free of malicious code and not cause disruption or damage to Octaprice’s systems or those of its partners. You further certify that you have complied with any relevant privacy policies, secured all required consents, and adhered to any applicable legal standards that permit Octaprice to process your User Data as described in these Terms. Octaprice does not assume responsibility for User Data or its handling beyond what is expressly stated here; any liabilities or costs arising from its submission, use, or disclosure rest solely with you.
    

3. No Backup Obligations: Octaprice does not guarantee the backup or restoration of any User Data. You bear sole responsibility for regularly creating, maintaining, and safeguarding your own backup copies. Should any data loss occur, you acknowledge that Octaprice is not accountable for its recovery or restoration.
    

4. Your Ownership: All legal interests, titles, and rights in your User Data remain yours at all times. Nothing in these Terms transfers or diminishes your ownership of the User Data you choose to provide through the Service.

Ownership: Proprietary Rights

1. Proprietary Rights

   • Unless explicitly stated otherwise in these Terms, all patents, copyrights, trade secrets, trademarks, and other intellectual property rights associated with the Service and any accompanying user documentation belong exclusively to Octaprice. Nothing in these Terms grants you ownership, license rights, or any other form of entitlement to Octaprice’s intellectual property, other than what is expressly set forth here.

   • You agree not to engage in any activities involving Octaprice’s intellectual property that exceed the scope of the rights granted. This means you must refrain from selling, licensing, distributing, copying, modifying, performing, displaying publicly, transmitting, publishing, adapting, creating derivative works from, or otherwise making use of Octaprice’s intellectual property in an unauthorized manner.

   • Octaprice is permitted to reference your name and logo as a factual illustration of its customer base. Such references may appear on Octaprice’s website or in communications with current or prospective clients, unless differently stated in formal agreement between Octaprice and User Data.

Confidentiality

1. Definition of Confidential Information: Throughout the duration of this Agreement, one party (“Receiving Party”) may be given or obtain certain proprietary and sensitive information from the other party (“Disclosing Party”). Such information, whether labeled as confidential or recognizable as confidential based on the circumstances of its disclosure or its inherent nature, is considered “Confidential Information.” For clarity, any User Data you provide (as referenced in Section 5) is treated as your Confidential Information.
    

2. Restrictions on Use and Disclosure: Confidential Information obtained by a Receiving Party must be utilized only as needed to fulfill its obligations under this Agreement. Additionally, the Receiving Party must:

   • Maintain the Confidential Information in strict confidence; and

   • Refrain from disclosing it to any third party, except that the Receiving Party may share Confidential Information with its Affiliates and with employees, advisors, financiers, prospective financiers, shareholders, or approved subcontractors of either the Receiving Party or its Affiliates. Such disclosures are allowed only on a need-to-know basis, and only if these recipients agree to uphold the same level of confidentiality imposed here.
      

3. ​Exceptions to Confidentiality Obligations: The obligations outlined above do not apply to Confidential Information that:

   • Has become publicly available through no misconduct or omission by the Receiving Party;

   • Must be revealed by the Receiving Party due to a court order or a mandate from a competent regulatory authority, in which case the Receiving Party will make reasonable efforts to notify the Disclosing Party in advance of the required disclosure;

   • Must be disclosed to meet the rules of a stock exchange on which the Receiving Party’s securities are listed, provided that only the essential details are shared and, where possible, the Receiving Party endeavors to inform the Disclosing Party prior to disclosure; or

   • The Receiving Party already possessed prior to the disclosure date, as proven by documented records, or received from an unaffiliated third party without any duty of confidentiality or violation of this Agreement.

Third-party Sites and External Information

1. At your instruction, and for your convenience (and that of other users), the Service may connect to servers operated by unrelated websites or external services (“Third Party Sites”). Octaprice provides no guarantees, whether express or implied, regarding any content, products, materials, or offerings found on or accessible through such Third Party Sites. Your decision to access or rely on information, materials, products, or services from these external sources rests entirely at your own risk and is solely your responsibility.

​

Disclaimers: Absence of Warranties

1. The Service, as well as any third-party elements (including but not limited to User Data, software, services, or applications integrated with or offered through the Service), is provided strictly on an “as is” basis. To the fullest extent allowed by law, Octaprice expressly disclaims and rejects all forms of warranties, conditions, and representations—whether arising by statute, custom, previous dealings, or otherwise. This includes, without limitation, any implied guarantees related to quality, merchantability, performance, suitability for a particular function, or compliance with your expectations. Octaprice does not promise that the Service will meet your particular requirements or operate without errors.
    

2. Octaprice and its associated parties—such as suppliers, licensors, and partners—make no assurances about the correctness, accuracy, consistency, or reliability of outcomes obtained from using the Service. You acknowledge that any materials, User Data, or information sourced from third parties and accessed or acquired through the Service are obtained solely at your own discretion and peril. Consequently, you accept full accountability for any harm to your devices or loss of data that might result. Octaprice assumes no obligation or liability for preserving, correcting, deleting, destroying, or otherwise managing third-party content or User Data, and shall not be held responsible for any resulting damages or losses.
    

3. Legal Limitations on Disclaimers: Nothing in these Terms shall be read to exclude, restrict, or limit any warranties, guarantees, or rights that cannot be excluded, restricted, or limited by applicable law. If applicable law does not allow certain disclaimers or limits on warranties, then those specific warranties or limits shall apply only to the extent permitted by such law.

Limitation of Liability

1. Types of Damages Excluded: Except as described in Section 9.3 and without limiting Section 9.2, neither party shall be held responsible, under any legal theory (including contract, negligence, strict liability, tort, breach of statutory duty, or otherwise), for any of the following damages incurred in relation to these Terms:

   • Indirect, special, punitive, consequential, or incidental damages of any kind;

   • Losses relating to lost profits, reduced goodwill, corrupted or lost data, diminished revenue, anticipated savings not realized, or loss of business opportunities (regardless of whether these losses are direct or indirect). This limitation applies even if the liable party has been advised, knew, or should have known about the potential occurrence of such damages.

   • Liability Cap: Subject to Section 9.3, the total amount Octaprice may owe you for any claims connected to these Terms will not exceed the amount you actually paid for the Service during the calendar month directly preceding the event that triggered your claim.

   • Liability That Cannot Be Excluded: These Terms do not limit or exclude liability for: (i) death or personal injury caused by a party’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter that cannot legally be excluded or limited. In such circumstances, the parties’ liabilities remain as required by law.

Indemnification

1. Our Indemnity: Octaprice will defend, indemnify, and hold you harmless from final judgments or liabilities awarded by a court of competent jurisdiction arising from a third party’s claim that Octaprice’s proprietary software infringes that third party’s intellectual property rights. This indemnity only applies if:

   • The alleged infringement does not stem from your use of the software in conjunction with any other data, web searches, or materials not provided by Octaprice, or from activities outside the scope of the software’s license; and

   • You promptly inform Octaprice in writing of the claim, and grant Octaprice full control over the defense and settlement negotiations, as long as no settlement imposes financial obligations on you or implicates you in the alleged infringement.

   • You must cooperate fully with Octaprice’s defense efforts and may, at your own expense, choose counsel acceptable to Octaprice to monitor the proceedings. You will not independently address or settle such infringement issues.

   • If necessary, Octaprice may settle by replacing the software with non-infringing, functionally equivalent technology. If no suitable non-infringing alternative is available or feasible, the parties may agree to end this Agreement. This section sets forth the sole liability of Octaprice and its licensors—and your sole remedy—concerning third-party intellectual property infringement claims.

General Provisions

1. Governing Law; Disputes: All matters related to these Terms, and any disagreements arising from or connected to them (whether contractual or otherwise), shall be governed by and interpreted according to the laws of United States. Both parties agree that any dispute or claim relating to these Terms or their subject matter will be resolved under US law.
    

2. Assignment: Except with prior written consent from the other party—which shall not be unreasonably withheld—neither party may assign its rights or delegate its responsibilities under these Terms. However, Octaprice may, without your approval, transfer its rights and obligations under these Terms as part of a merger, acquisition, corporate restructuring, or asset sale involving substantially all of its business operations.
    

3. Third Parties: No provision in these Terms is intended to grant any right or benefit to a third party. Accordingly, no individual or entity outside the parties to these Terms may enforce any term herein by virtue of the Contracts (Rights of Third Parties) Act 1999.
    

4. Waiver: If Octaprice does not immediately enforce any provision of these Terms, that decision does not constitute a waiver of Octaprice’s right to do so at a later time. A waiver of any particular provision or right will only be valid if documented in writing and signed by an authorized representative of Octaprice.
    

5. Entire Agreement: These Terms, along with any documents or policies incorporated by reference, represent the complete and exclusive agreement between you and Octaprice concerning their subject matter. They supersede any prior agreements, discussions, or understandings. No changes or modifications to these Terms will be effective unless in writing and signed by both parties or made by Octaprice as permitted within these Terms.
    

6. Severability: If any provision within these Terms is deemed unlawful, invalid, or unenforceable, it will be limited or removed to the minimum extent necessary, and the remainder of the Terms will remain in full effect.
    

7. Survival: Any provisions of these Terms that, by their nature, should remain in effect following termination or expiration will continue to apply afterward, preserving the intent and enforceability of such provisions.
   
   
    

Non-refundable Subscription Fees

1. Subscription Fees: Access to Octaprice’s platform is contingent upon the payment of a subscription fee, billed at the interval you have selected (e.g., monthly or annually).
    

2. No Refunds: All subscription fees are final and non-refundable, without exception. By subscribing, you acknowledge that Octaprice will not issue refunds for any reason, including but not limited to dissatisfaction, limited usage, or service interruptions.
    

3. Cancellation: You are free to cancel your subscription at any time. However, cancellation will not result in a refund, whether full or partial. You will retain access to the Octaprice platform until the current billing cycle concludes.
    

4. Fee Adjustments: Octaprice may modify its subscription fees and will provide thirty (30) days notice before any changes take effect. Such modifications do not alter the non-refundable nature of fees already paid.