IMPORTANT NOTICE

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

These Terms of Service (the "Agreement") constitute a binding contract between you and Octane AI, Inc. Throughout this Agreement, we will refer to you as "you" we will refer to Octane AI, Inc. and its affiliates and subsidiaries as "we", "us", or "Octane AI, and we will refer to www.octaneai.com as the "Website". This Agreement governs your use of the Website and any applications or related services offered by Octane AI from time to time, whether directly through the Website or through third-party websites or applications (the Website and all such applications and related services, including but not limited to the Octane AI Platform, are, collectively, referred to as the "Service").

BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, THEN YOU MAY NOT USE ANY PART OF THE SERVICE.

Summary of Material Terms
General
Scope of License to Users
Registration and Eligibility
Fees; Payments
Spam
External Services and Third-Party Terms
Your Use of the Service and Octane AI Content
Ownership
Data Security
Confidentiality
Beta Products and Services
Consequences of Violating These Terms of Service
Changes to the Service or These Terms of Service
Third-Party Interactions and Disputes
Termination
No Warranty
Limitation of Liability
Third-Party Elements
Indemnity
Notice of Claims of Copyright Infringement
Arbitration and Class Action Waiver
Governing Law and Jurisdiction
Miscellaneous

1. Summary of Material Terms

As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:

a. the Service is licensed, not sold to you, and you may use the Service only as set forth in this Agreement;

b. the use of the Service may be subject to separate third-party terms of service and fees, which are your sole responsibility;

c. you consent to the collection, use, and disclosure of your personally identifiable information and other data in accordance with our Privacy Policy, including with respect to the collection of location information;

d. the Service is provided "as is" without warranties of any kind and Octane AI's liability to you is limited; and

e. disputes arising out of or relating to this Agreement (including, without limitation, its formation, performance or breach) with some limited exceptions will be resolved by binding arbitration, and the parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action.

2. General

a. The Service

Octane AI provides an online platform (the "Octane AI Platform") that enables users ("Customers") to create, customize, and deploy online quizzes to collect information from quiz takers ("End Users," and together with Customers, "Users"). Quizzes may be white-labeled or display Octane AI branding, depending on the subscription plan(s) you choose through the Website or through the Octane AI Platform workflow in one or more third-party websites or applications (the "Subscription Plan"). The features and limitations of the Service available to you, the duration of your rights to use the Service, the Fees associated with your use of the Service, and certain other terms are set forth in the Subscription Plan. The terms of each Subscription Plan, as may be amended from time to time, are incorporated into this Agreement.

b. Acceptance of Privacy Policy and DPA

We are committed to complying with all applicable data privacy and protection laws. Your use of the Service is subject to our Privacy Policy which is hereby incorporated by reference into this Agreement. By using the Service you agree that you have read, understood, and agree to all of the provisions of the Privacy Policy, including but not limited to those regarding the collection and use of data. In the event of any conflict between these Terms of Service and the Privacy Policy, the Privacy Policy will control. Depending on your jurisdiction, you may have rights regarding your personal information, including the right to access, correct, delete, restrict, or object to certain uses of your data, and to opt out of the sale or sharing of your personal information. Please see our Privacy Policy for more information on how to exercise these rights. In the event you and Octane AI enter into a Data Processing Agreement / Addendum (DPA), the terms of such DPA are hereby incorporated by reference and form a part of this Agreement.

c. End User Data

You are solely responsible for ensuring that you have all necessary rights, consents, and authority to collect, process, and use any data obtained from End Users through the Octane AI Platform, including compliance with all applicable data privacy and protection laws. If you deploy white-labeled quizzes, you must ensure that your collection and use of data complies with all notice and consent requirements under applicable law. Octane AI does not monitor the content of quizzes or the data collected. Octane AI acts as a data processor with respect to personal data collected through quizzes you deploy using the Service. You, as the Customer, are the data controller and are responsible for determining the purposes and means of processing such data.

d. Automated Decision Making and AI

Some features of the Service may use artificial intelligence (AI) or automated decision-making technologies. Where required by law, you have the right to request human review of decisions made solely by automated means, to express your point of view, and to contest such decisions. AI-generated content may not always be accurate or appropriate; you are responsible for reviewing and verifying any such content before relying on it.

e. Users

To use the Service, you must be, and represent and warrant that you are 18 years of age or older or otherwise of legal age in your jurisdiction, or, if you have parental consent, at least 16 years of age, and able to agree to this Agreement. No part of the Service is directed to persons under the age of 16, and we do not knowingly collect personal information from persons under 16. IF YOU ARE UNDER 16 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

3. Scope of License to Users

a. License Grant to You

The Service is licensed, not sold, to you and you are permitted to use the functions and features of the Service made available to you by Octane AI only according to the terms of your Subscription Plan and this Agreement. Your rights to access and use the Service are limited, revocable, non-exclusive, non-transferable, and non-sublicensable, and are solely for your internal business operations or those of your Subscribing Entity.

b. License Limitations

You may access the Service solely as intended through the provided functionality of the Service and as permitted under this Agreement. You may not do, or attempt to do, any of the following:

Use the Service to provide services to any third party in support of such third party's business
Directly rent, lease, lend, sell, redistribute or sublicense the Service
Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service
Display, mirror, publish, distribute, transmit, or transfer any portion of the Service
Remove or obscure any trademark symbols, copyright notices, or other intellectual property rights notices
Use any trademarks, service marks, design marks, logos, photographs or other content belonging to Octane AI
Use any part of the Service for third-party training, commercial time-sharing or service bureau use
Publish or disclose any benchmark tests of any part of the Service
Use any part of the Service for any illegal or unauthorized purpose
Interrupt operation of any part of the Service or disable or circumvent any security measures
Interfere with, compromise the system integrity or security of the servers running the Service
Take any action that imposes an unreasonable or disproportionately large load on infrastructure
Upload any invalid data, viruses, worms, or other malware through the Service
Bypass the measures used to prevent or restrict access to the Service
Use the Service to collect credit card information or third parties' log-in credentials without permission

4. Registration and Eligibility

Customers may apply for a subscription to distinct features of the Service by choosing one or more Subscription Plans through the Website or one or more third-party sources, websites or applications ("External Services"), which may ask you to provide certain information, including your name, email address and password. The information you provide must be accurate and complete. We reserve the right to approve or reject your application for a Subscription Plan in our sole discretion.

Your account with the Service is personal to you or the Subscribing Entity you represent, and you may not share your account information with, or allow access to your account by, any third party. You agree to use reasonable efforts to prevent unauthorized access to or use of the Service and to preserve the confidentiality of your or your Subscribing Entity's username and password.

5. Fees; Payments

Your access to and use of the Service is subject to the payment of all fees and other charges set forth in this Agreement, including the applicable Subscription Plan ("Fees"), and you agree to pay all Fees in accordance with this Agreement.

If your Subscription Plan includes automatic renewal, we will provide clear and conspicuous notice of the renewal terms at the time of purchase. You may cancel your Subscription Plan at any time by following the instructions in your account settings or by contacting us at support@octaneai.com.

Except for taxes on Octane AI's income, you are responsible for determining and paying all appropriate government taxes, fees, and service charges resulting from your use of the Service.

6. Spam

You agree that your use of the Service will not include sending unsolicited marketing messages or broadcasts (i.e. spam). Octane AI may utilize any means possible to block spammers and abusers from using the Service. If you believe spam originated from the Service or you receive spam via the Service, please email us immediately at support@octaneai.com

7. External Services and Third-Party Terms

The Service may contain certain functions and features, and may link, display or provide you with access to certain data, originating from External Services under agreements between such External Services and Octane AI. Octane AI is not responsible for and does not endorse any features, content, advertising, products, or other material on other websites or applications and you assume all risk arising from your use of such websites or applications.

Access to, and use of, External Services may be subject to additional or different third-party terms and conditions and policies, including privacy policies ("Third-Party Terms"). You agree to comply with all Third-Party Terms applicable to External Services.

8. Your Use of the Service and Octane AI Content

Your right to use the Service is expressly conditioned on the following:

You agree not to reverse engineer, disassemble or hack any aspect of the Service
You agree not to use framing techniques to enclose the Service through any other application
You agree not to access, tamper with, or use non-public areas of the Service
You agree not to harass, abuse, harm or advocate harm of another person or group
You agree not to provide any false personal information to Octane AI
You agree not to create a new account if Octane AI has previously disabled an account of yours
You agree not to restrict, discourage or inhibit any person from using the Service
You agree not to gain unauthorized access to the Service or other Users' accounts
You agree not to post viruses, worms, spyware or other malware
You agree not to interfere with or disrupt the Service or connected networks
You agree not to violate any applicable laws or regulations

9. Ownership

Subject to the licenses you grant to Octane AI below, as between you and Octane AI, you exclusively own all right, title, and interest in and to all User Data, including all Intellectual Property Rights therein.

You hereby grant to Octane AI a non-exclusive, irrevocable, fully paid and royalty-free, transferable, sublicensable, worldwide license to collect, use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute and create derivative works of the User Data to the extent necessary for Octane AI to provide the Services to you.

Other than rights expressly granted to you in this Agreement, Octane AI retains all of its right, title and interest in and to the Service and all Octane AI Content, including all Intellectual Property Rights therein.

10. Data Security

Octane AI will implement and maintain commercially reasonable administrative, physical, and technical safeguards reasonably designed to prevent any unauthorized use, access, processing, destruction, loss, alteration or disclosure of your confidential account information, and User Data ("Secure Content").

Octane AI will use commercially reasonable efforts to notify applicable Users and regulators as required by law following discovery of a breach or compromise of the security, confidentiality, or integrity of Secure Content.

11. Confidentiality

You may obtain confidential and/or proprietary information of Octane AI through your use of the Service. You shall not (a) use any Confidential Information, except to the extent expressly permitted in this Agreement, or (b) disclose any Confidential Information to any third party, except in connection with your performance under this Agreement and only on a need-to-know basis.

12. Beta Products and Services

You acknowledge and agree that certain Octane AI products and services may be made available through the Service to select customers on a beta or trial basis, that such products and services may contain bugs, defects, and errors, and that such products and services are not expected to function fully when first made available.

13. Consequences of Violating These Terms of Service

We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, in our sole discretion. We reserve the right to refuse to provide the Service to you in the future. We may review and remove any User Data at any time for any reason.

14. Changes to the Service or These Terms of Service

We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability. Octane AI may modify this Agreement or any policy or other terms referenced herein at any time by posting a revised version.

15. Third-Party Interactions and Disputes

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THIRD PARTIES. YOU UNDERSTAND THAT WE CURRENTLY DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS.

We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service. You assume all risk associated with dealing with third parties. You agree to resolve any disputes directly with the other party.

16. Termination

This Agreement is effective until terminated by you or Octane AI. Your rights under this Agreement will terminate automatically without notice from Octane AI if you fail to comply with any term(s) of this Agreement. Upon any termination of this Agreement, you must immediately cease all use of the Service.

17. No Warranty

YOU UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE, INCLUDING ALL OCTANE AI CONTENT AND THIRD-PARTY DATA, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

18. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF OCTANE AI CONTENT WILL NOT EXCEED THE GREATER OF THE FEES YOU HAVE PAID TO OCTANE AI UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE APPLICABLE CAUSE OF ACTION AND USD $100.

19. Third-Party Elements

YOU ACKNOWLEDGE THAT (A) THE SERVICE MAY CONTAIN SOFTWARE OR COMPONENTS THAT ARE EITHER OWNED BY A THIRD PARTY OR IN THE PUBLIC DOMAIN, AND (B) OCTANE AI HAS NO PROPRIETARY INTEREST IN SUCH SOFTWARE OR COMPONENTS, AND AS SUCH, CANNOT GRANT YOU A LICENSE TO USE SUCH SOFTWARE AND/OR COMPONENTS.

20. Indemnity

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD OCTANE AI AND THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE LAWYERS' FEES, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE, YOUR VIOLATION OF THIS AGREEMENT OR THE PRIVACY POLICY, YOUR VIOLATION OF APPLICABLE LAW, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

21. Notice of Claims of Copyright Infringement

Octane AI respects the intellectual property rights of others and requires Users to do the same. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA") and other applicable law, Octane AI will respond expeditiously to claims of copyright infringement committed using the Service if such claims are reported to Octane AI's Designated Copyright Agent.

Deliver DMCA Notices to:

Octane AI, Inc.

Attn: Copyright Agent

PO Box 7775 #94590

San Francisco, CA 94120-7775

Email: copyright@octaneai.com

22. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Octane AI agree that the Service and this Agreement affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section is intended to be interpreted broadly and governs any and all disputes between you and Octane AI.

a. Initial Dispute Resolution

Most disputes can be resolved without resort to litigation. You can reach Octane AI's support department at support@octaneai.com. Good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

b. Binding Arbitration

If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated, then either party may initiate binding arbitration as the sole means to resolve claims. All claims shall be finally settled by binding arbitration administered by JAMS.

c. Class Action Waiver

YOU AND OCTANE AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER UNDER THIS AGREEMENT ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

d. Exception: Small Claims Court

Either party may bring enforcement actions, validity determinations or claims arising from or relating to intellectual property in state or federal court. Either party may also seek relief in a small claims court for any disputes or claims within the scope of that court's jurisdiction.

e. 30-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration and class action waiver provisions by sending written notice of your decision to opt out to support@octaneai.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Service.

23. Governing Law and Jurisdiction

By visiting or using the Service, you agree that the laws of the United States of America and the laws of the State of California, without regard to the principles of conflicts of laws, will govern your use of the Service, and this Agreement and all matters relating to your access to and/or use of the Service.

YOU AGREE THAT ANY COURT ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE FOR SUCH ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

24. Miscellaneous

Assignment: You may not assign this Agreement without the prior written consent of Octane AI. Octane AI may assign this Agreement without restriction.
Consent to Electronic Communications: By using the Service, you consent to receiving certain electronic communications from us.
Entire Agreement: This Agreement, together with the Subscription Plan and Privacy Policy, constitute the entire and exclusive understanding and agreement between you and Octane AI.
Waiver: The failure to require performance of any provision will not affect our right to require performance at any time thereafter.
Severability: In the event that any part of this Agreement is held to be invalid or unenforceable, the remaining parts will remain in full force and effect.
Relationship: You agree that no joint venture, partnership, employment, or agency relationship exists between you and Octane AI as a result of this Agreement.

Contacting Octane AI

You can contact Octane AI, Inc. by e-mail at support@octaneai.com, or by U.S. Post at: