Terms of Service

1. Agreement to Terms

1.1 Binding Agreement

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Octum, Inc. ("Octum," "we," "us," or "our"), governing your access to and use of:

• The website located at www.octum.ai (the "Website")
• Our technology platform (the "Platform")
• Our mobile application (the "App")
• All associated products and services (collectively, the "Services")

1.2 Acceptance of Terms

1.3 Additional Terms

Separate and additional terms (the "Client Terms of Service") apply to clients who enter into a written agreement or execute an order form for the purchase of Services from Octum. In the event of a conflict between these Terms and the Client Terms of Service, the Client Terms of Service shall control.

1.4 Age Requirement

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Platform. By using the Platform, you represent and warrant that you meet these requirements.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Agreement" means these Terms of Service, any supplemental terms, order forms, and related amendments
• "AI" or "Artificial Intelligence" means machine learning, natural language processing, and other automated technologies employed by Octum
• "Client" means a company or user with a valid subscription to the Solution and an agreement with Octum
• "Confidential Information" means proprietary and confidential data or information exchanged between Octum and User in connection with the Services
• "Deal Sponsor" means any third party posting investment opportunities, mandates, deals, or offerings on the Platform
• "Insight Points" or "IP" means the point-based system used within the Octum economy for accessing certain Platform features
• "Party" means User or Octum; "Parties" means User and Octum collectively
• "Private Cloud" means a dedicated, single-tenant deployment of the Platform designed for enterprises with heightened security, compliance, or data isolation requirements
• "Services" means any and all services provided by Octum through the Website, Platform, or App
• "Solution" means Octum's technology product, platform, or software, including the Website, App, and related interfaces
• "Third Party Company" means a company accessing the Solution to respond to data requests from Clients
• "User" means anyone visiting or using the Website, or anyone registered and accessing the Solution
• "User Content" means any content submitted by Users, including documents, files, spreadsheets, text, graphics, images, and other materials

3. Description of Services

3.1 Platform Overview

Octum is an AI-powered platform that connects users who post opportunities, mandates, and information with service providers, vendors, and other respondents. Octum provides AI/ML-assisted information processing, analysis, research, and intelligence. The Platform facilitates connections and communications through:

• Data collection and distribution tools
• Search and research capabilities
• AI-assisted information processing
• Communication features, including video chat
• Deal and opportunity listings
• Community engagement features

3.2 Platform Role

3.3 Third-Party Relationships

Users may enter into direct communication and transactions with each other through the Platform. All such relationships are solely between the users involved. Octum is not and shall not be a party to any relationship, transaction, or agreement between users.

4. Eligibility and Account Registration

4.1 Eligibility Requirements

To use the Platform, you must:

• Be at least 18 years of age
• Have legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Comply with all local laws and regulations

4.2 Account Registration

Registration is subject to validation by Octum's validation team. You agree to:

• Provide complete, accurate, and truthful information
• Update information promptly to maintain accuracy
• Provide any documentation requested by Octum to verify your professional background and credentials
• Maintain the confidentiality of your login credentials
• Accept sole responsibility for all activities conducted through your account

4.3 Account Security

4.4 Right to Refuse or Terminate

Octum reserves the right, in its sole discretion, to:

• Refuse registration of any User or Third Party Company for any reason or no reason
• Suspend or terminate any account at any time
• Deny access to the Platform or Services without prior notice

5. User Responsibilities and Prohibited Conduct

5.1 Permitted Use

You agree to use the Platform solely for lawful purposes and in accordance with these Terms.

5.2 Prohibited Activities

5.3 Consequences of Violations

Violation of Section 5.2 may result in:

• Immediate termination of your account
• Legal action, including civil and criminal prosecution
• Liability for damages caused by your conduct
• Reporting to law enforcement or regulatory authorities

6. Critical Disclaimers

6.1 No Investment Advice

6.2 No Securities Offerings

6.3 Third-Party Content Disclaimer

OCTUM DOES NOT:

• Verify the accuracy, completeness, or reliability of User Content
• Endorse any user, investment opportunity, or Deal Sponsor
• Guarantee the accuracy of information posted by third parties
• Conduct due diligence on posted deals or opportunities
• Verify the credentials, accreditation, or qualifications of users

6.4 AI Technology Risks

Data Processing and AI Training

6.5 Accredited Investor Verification

6.6 Deal Sponsor Responsibility

All investment opportunities posted on the Platform are the sole responsibility of the Deal Sponsor. The Deal Sponsor—not Octum—is responsible for:

• Verifying investor accreditation and suitability
• Complying with all applicable securities laws and regulations
• Providing accurate and complete disclosures
• Conducting all necessary due diligence on investors
• Filing required regulatory documents (Form D, etc.)
• Meeting exemption requirements (Reg D, Reg A+, Reg CF, etc.)

6.7 Investment Risk Acknowledgment

6.8 Blockchain Technology Disclaimer

Octum utilizes blockchain technology for infrastructural and operational purposes only. Our blockchain implementation provides:

• Transparent record-keeping
• Data integrity and auditability
• Security enhancements
• Operational efficiency

These are technical benefits only and confer NO:

• Investment value
• Ownership rights
• Profit expectations
• Right to future token distributions
• Tradable digital assets

Current users have no claim, right, or expectation to future blockchain developments, token distributions, or digital asset allocations.

7. Insight Points System

7.1 Nature of Insight Points

Insight Points (IP) are a point-based system used to access certain Platform features.

7.2 Earning and Using Insight Points

Users can:

• Purchase Insight Points from Octum
• Earn Insight Points by using Platform features
• Spend Insight Points to access Platform features
• Transfer Insight Points between parties via wallets

IMPORTANT: Earning Insight Points does NOT imply any employment relationship with Octum.

7.3 No Expiration; No Refunds

• Insight Points do not expire
• Insight Points are non-refundable once purchased
• Octum is not responsible for mistakes in wallet addresses
• Lost or misdirected Insight Points cannot be recovered

7.4 Modification or Termination

Octum reserves the right to:

• Modify the Insight Points system at any time
• Change the value, pricing, or functionality of Insight Points
• Terminate the Insight Points system entirely

In the event of termination, Octum will provide reasonable notice and may offer alternative arrangements at its sole discretion.

8. Intellectual Property Rights

8.1 Octum's Proprietary Rights

All intellectual property contained in the Website, Platform, App, and Services (including any derivative works) is the confidential and proprietary information of Octum, our affiliates, or our licensors, and is protected by:

• Copyright law
• Trademark law
• Patent law
• Trade secret law
• Other intellectual property laws

8.2 Ownership

All title, ownership, and intellectual property rights in the Website, Platform, App, and Services remain exclusively with Octum, our affiliates, or licensors, as applicable.

8.3 Limited License to Users

Subject to your compliance with these Terms, Octum grants you a limited license to access and use the Services, which is:

• Non-exclusive
• Non-transferable
• Revocable
• Limited to the intended purpose of the Services

8.4 Prohibited Uses

You may NOT:

• Copy, download, reproduce, or retransmit Proprietary Material without written consent
• Modify, rent, lease, loan, sell, distribute, transmit, or broadcast the Services
• Create derivative works based on the Services
• Publicly perform or display Proprietary Material
• Reverse engineer, decompile, or disassemble the Services
• Use Proprietary Material for any purpose other than as expressly permitted

8.5 Trademarks

The Octum name, logo, and all related service marks and trademarks are owned by Octum. You may not copy or use any of these marks, logos, or trade names without Octum's express prior written consent.

8.6 Feedback and Suggestions

If you submit comments, ideas, suggestions, or feedback about the Services ("Feedback"), you agree that:

• Your disclosure is gratuitous, unsolicited, and without restriction
• Octum is free to use the Feedback without any compensation to you
• Octum may disclose the Feedback to anyone
• Octum does not waive any rights to similar or related ideas previously known, developed internally, or obtained from other sources

9. User Content and Data

9.1 User Responsibility for Content

You are solely and entirely responsible for all User Content that you submit, post, or share on or through the Platform. You represent and warrant that:

• You are the sole and exclusive owner of all User Content, OR you have all necessary rights, licenses, and permissions
• Your User Content does not violate any third party's intellectual property, proprietary, publicity, or privacy rights
• Your User Content will not result in violation of any applicable law or regulation
• Your User Content does not contain viruses, malware, or other malicious code

9.2 License Grant to Octum

By submitting User Content, you grant Octum a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content solely for the purpose of operating, providing, and improving the Platform and Services.

9.3 No Verification by Octum

OCTUM DOES NOT:

• Control, verify, or endorse User Content
• Guarantee the accuracy, integrity, completeness, or quality of User Content
• Claim ownership of User Content (unless explicitly stated)

9.4 Right to Remove Content

Octum may (but is not obligated to), in its sole discretion, delete, amend, modify, preserve, or disclose User Content to comply with applicable laws, protect rights, respond to complaints, enforce these Terms, and protect the safety and security of the Platform.

9.5 Confidential Information Protection

You are solely responsible for protecting your confidential and proprietary information. Under no circumstances shall Octum be liable for any loss or damage you incur as a result of any breach of confidential information by third parties or unauthorized access to your User Content.

9.6 Aggregated and Anonymous Data

Octum retains all rights to aggregated and anonymous data derived from your use of the Services. Such data will not be identifiable as belonging to or originating from you and may be used by Octum for any lawful business purpose, including research, analytics, and product development.

10. Privacy and Confidentiality

10.1 Privacy Policy

Your privacy is important to us. Please refer to our Privacy Policy for details on what personal information we collect, how we use your information, how we protect your data, and your privacy rights. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

10.2 Confidential Information

"Confidential Information" means any proprietary and confidential data or information exchanged between Octum and User in connection with the Services, including but not limited to:

• Financial, business, technical, and economic information
• Personal information
• Proposals, patterns, plans, compilations, discoveries, ideas, concepts, know-how, techniques, formulas
• Designs, prototypes, processes, procedures, codes, software
• Marketing plans, financial plans, business strategies
• Customer names and information
• Passwords, server logins, and access credentials

10.3 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Was known to the receiving party before receipt from the disclosing party
• Is or becomes public knowledge through no fault of the receiving party
• Is rightfully received from a third party with no obligation of confidentiality
• Is independently developed without use of the disclosing party's Confidential Information

10.4 Obligations

Each party agrees to:

• Treat all Confidential Information as strictly confidential
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information only as necessary to use or provide the Services
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information

10.5 Private Cloud Users

11. Limitation of Liability

11.1 Services Provided "AS IS"

11.2 Disclaimer of Warranties

OCTUM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability
• Warranties of fitness for a particular purpose
• Warranties of title or non-infringement
• Warranties that the Services will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of User Content

11.3 No Liability for User Content

OCTUM IS NOT LIABLE FOR:

• Errors, omissions, inaccuracies, or misleading information in User Content
• Any activity that you or anyone else engages in on or through the Platform
• Loss or damage resulting from reliance on User Content
• Transactions, relationships, or disputes between users

11.4 Maximum Liability Cap

OCTUM'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT THAT OCTUM HAS RECEIVED FROM YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

If you have not paid Octum any fees, Octum's maximum liability shall not exceed $100 USD.

11.5 Exclusion of Certain Damages

IN NO EVENT SHALL OCTUM BE LIABLE FOR:

• Lost profits or loss of business
• Loss of data or information
• Consequential, indirect, special, incidental, or punitive damages
• Damages arising from third-party claims
• Damages arising from unauthorized access to your account or data

These limitations apply regardless of the form of action and even if Octum was advised of the possibility of such damages.

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Octum and its subsidiaries, affiliates, officers, directors, employees, agents, licensors, partners, contractors, consultants, and representatives from and against any and all claims, allegations, demands, lawsuits, proceedings, damages, losses, liabilities, and costs and expenses (including reasonable attorneys' fees).

12.2 Indemnification Triggers

The indemnification applies to claims arising from:

• Your breach of any representation or warranty made in these Terms
• Any violations of third-party intellectual property rights caused by your User Content or activities
• Your inclusion of personal information of third parties without proper authorization
• Your use of the Platform or Services in violation of any law or regulation
• Your violation of the Prohibited Conduct provisions
• Your use of the Platform that harasses, defames, defrauds, or harms any third party
• Your violation of the CAN-SPAM Act or any law regulating electronic advertising
• Injury, death, or property damage caused by your acts or omissions
• Your violation of federal or state securities laws
• Claims by third parties related to investments found through the Platform

12.3 Defense and Settlement

You agree to:

• Cooperate fully in the defense of any claim
• Not settle any claim without Octum's prior written consent
• Pay all costs associated with defending and settling claims covered by this indemnification

13. Securities Law Compliance

13.1 User Responsibility for Compliance

Users posting investment opportunities are solely responsible for compliance with all applicable securities laws, including but not limited to:

• Securities Act of 1933
• Securities Exchange Act of 1934
• Investment Company Act of 1940
• Investment Advisers Act of 1940
• Regulation D, Regulation A+, Regulation Crowdfunding
• Blue Sky Laws in all applicable jurisdictions
• Form D, Form C, and state securities filings

13.2 Octum's Non-Involvement

13.3 No Endorsement

Octum does not endorse, recommend, or verify any investment opportunity posted on the Platform, any Deal Sponsor or issuer, any claims made in investment materials, or the legality or compliance of any offering. All investment opportunities are posted by third parties and are their sole responsibility.

13.4 Reporting Violations

Users must promptly report any suspected securities law violations or fraudulent activity to support@octum.ai. Octum cooperates with law enforcement and regulatory authorities investigating securities violations.

13.5 No Legal Advice

Nothing in these Terms or on the Platform constitutes legal advice regarding securities law compliance. Users must consult qualified securities attorneys to ensure compliance with all applicable laws.

14. Modifications to Terms

14.1 Right to Modify

Octum reserves the right to modify, amend, or update these Terms at any time, at its sole discretion.

14.2 Notice of Material Changes

For material changes to these Terms, we will provide notice via:

• Email notification to registered users
• Prominent notice on the Platform
• Updated "Last Modified" date at the top of these Terms

14.3 Effective Date

Changes become effective immediately upon posting to the Website (for non-material changes) or upon the date specified in the notice (for material changes). The updated version of the Terms will supersede all prior versions.

14.4 Acceptance of Changes

Your continued use of the Website, Platform, App, or Services after any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must immediately cease all use of the Platform and Services.

14.5 Your Responsibility

You are responsible for regularly reviewing these Terms to remain informed of any updates.

15. Termination

15.1 Termination by You

You may terminate your account and cease using the Platform at any time by contacting support@octum.ai or following the account deletion process on the Platform.

15.2 Termination by Octum

Octum may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason or no reason, including but not limited to:

• Breach of these Terms
• Violation of applicable laws
• Fraudulent, abusive, or harmful conduct
• Failure to pay fees (if applicable)
• Extended periods of inactivity
• At Octum's sole discretion

15.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• You must cease all use of the Services
• Octum may delete your account and User Content
• Sections that by their nature should survive termination shall survive (including IP Rights, User Content licenses, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions)

15.4 No Guaranteed Access

Entering into this Agreement does not guarantee continued access to the Platform for any period of time.

16. Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflicts of law principles, the 1980 United Nations Convention on Contracts for the International Sale of Goods, or other international laws.

16.2 Mandatory Arbitration

16.3 Class Action Waiver

16.4 Opt-Out Right

You have the right to opt out of mandatory arbitration. To opt out, you must:

• Send written notice to Octum within 30 days of first accepting these Terms
• Send notice to support@octum.ai
• Include your name, email address, and a clear statement that you wish to opt out of arbitration

16.5 Jurisdiction and Venue

If arbitration does not apply, the parties consent to the exclusive jurisdiction of the federal and state courts located in Seattle, Washington, USA.

16.6 Attorneys' Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the other party its costs and expenses, including reasonable attorneys' fees.

16.7 Time Limitation on Claims

Any claim or cause of action arising out of or related to these Terms or the Platform must be filed within ONE (1) YEAR after the claim or cause of action arose, or it shall be forever barred.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and Octum regarding the Platform and Services, and supersede all prior or contemporaneous negotiations, discussions, agreements, understandings, and communications.

17.2 No Agency or Partnership

No joint venture, partnership, employment, or agency relationship exists between you and Octum as a result of these Terms or your use of the Platform. You have no authority to bind Octum or make commitments on Octum's behalf.

17.3 Assignment

You may not assign, transfer, or delegate this Agreement or any of your rights or obligations without Octum's prior written consent. Octum may freely assign this Agreement to any affiliate, subsidiary, successor, or acquirer.

17.4 Waiver

No waiver by either party of any breach or default under these Terms shall constitute a waiver of any continuing or subsequent breach or any other provision. Failure to enforce any provision does not waive the right to enforce it later.

17.5 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

17.6 Force Majeure

Octum shall not be liable for any delay, failure in performance, or interruption of service resulting from acts of God, war, terrorism, civil disturbance, government actions, strikes, fires, floods, power outages, telecommunications failures, or any other cause beyond Octum's reasonable control.

17.7 Notices

All notices and communications under these Terms shall be in writing in the English language. Notices to Octum should be sent to support@octum.ai. Notices to you will be sent to your registered email address.

17.8 International Use

Octum makes no representation that the Platform is appropriate or available for use outside the United States. If you access the Platform from outside the United States, you do so at your own initiative and are responsible for compliance with local laws and U.S. export control laws.

17.9 Language

These Terms are written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall control.

17.10 Modifications to Services

Octum reserves the right to modify, suspend, or discontinue the Platform or Services (in whole or in part), change features, functionality, or content, and impose limits on certain features at any time, for any reason, with or without notice. Octum shall not be liable to you for any such modification, suspension, or discontinuance.

17.11 Membership

Octum offers membership tiers with varying levels of access to the Platform. Memberships provide access to the Platform but do not confer ownership and are subject to these Terms and any applicable subscription agreement.

17.12 Linked Third-Party Websites

The Platform may contain links to third-party websites. Octum is not responsible for the content, accuracy, privacy practices, or offerings of linked sites. Links do not constitute an endorsement by Octum.

17.13 Video Chat

Video chat features are provided for communication between Platform users. You are responsible for the content of your video communications and compliance with applicable laws. Octum is not liable for user conduct during video chats or any harm resulting from video chat use.

17.14 Contact Information

For questions, concerns, or notices regarding these Terms or the Platform, contact: