Last Updated: January 23, 2025
IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 14. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE ARBITRATION PROVISIONS AND CLASS ACTION WAIVER CONTAINED HEREIN, PLEASE DO NOT USE ANY OF THE SERVICES.
These Terms of Use contain the terms and conditions that govern the Services and are a legally binding agreement between Octav and you. By accessing or using Octav’s Services, you (1) are confirming that you have read, that you understand and that you agree to be bound by all of these Terms of Use and any additional terms, rules and conditions issued by Octav from time to time and (2) are consenting to the collection, use, sharing and storage of your personal information and other handling of information as described in Octav’s Privacy Policy. If you do not agree to the Terms of Use or perform any and all obligations under these Terms of Use, then you may not access or use the Services.
Octav may make changes to the Terms of Use from time to time. When making such changes, Octav will post the updated Terms of Use on this page and will indicate the date the Terms of Use were last revised. The updated Terms of Use shall be effective as of the time it is posted for new users, and will be effective thirty (30) days after they are posted for existing users of the Services. You understand and agree that your continued use of the Services after the posting of any updated Terms of Use indicates your acceptance of these modified terms.
To be eligible to use the Services, you must be a resident of one of the countries in which the Services are supported and be the age of majority in your country of residence. You represent to Octav that you are lawfully able to enter into these Terms of Use. If you are entering into these Terms of Use for an entity, you represent to Octav that you have legal authority to bind that entity. The information on the Octav website and the web application are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulations, or which would subject Octav to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the website and/or the web application while breaking their local laws are doing it on their own initiative and will have to deal with the consequences when applicable.
1.1 “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the API as defined below.
1.2 “Account” means an Octav account assigned to a Registered User for accessing and using Octav’s free or paid Services, which may be linked to one or more Wallets.
1.3 “Add-Ons” means enhanced features or services that are purchased separately and provide extra functionality or usage rights, including, but not limited to, access to API. Add-Ons can be subscription-based, pay-per-use or one-time purchase, as applicable.
1.4 “API” means application programming interface.
1.5 “Content” means any information, code, data, functionality, website design text, software, music, audio, photographs, graphics, video, messages, tags and/or other materials.
1.6 “Digital Asset” means any cryptocurrency, crypto asset, blockchain-based token, or other digital asset.
1.7 “Feedback” means any ideas, suggestions, documents, and/or proposals that you submit to Octav through any communication channel or otherwise through the Services.
1.8 “Integration Hub” means any Octav managed online directory where integrations that interoperate with the Services are made available to Registered User.
1.9 “Login Credentials” means the combination of an email address and password, or any other authentication information required by Octav’s security procedures, used to access and manage your Account securely.
1.10 “Marks” means Octav’s trademarks, service marks and logos.
1.11 “Octav” means Octav Labs Inc.
1.12 “Octav Parties” means Octav, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors.
1.13 “Open-Source Software” means any software or components thereof subject to “open source” or “free software” licenses.
1.14 “Privacy Policy” means Octav’s privacy policy located at https://octav.fi/privacy-policy
1.15 “Registered User”, “you” and “your” means any party with access to the Services or who accesses or uses a Service.
1.16 “Services” means your access to and use of Octav’s website, web application, and related functionalities, including but not limited to portfolio transaction tracking, profit and loss reporting, and any Add-Ons that you purchase or subscribe to.
1.17 “Subscription Plan” means the package of services selected by a Registered User for each individual Wallet, categorized as free, monthly, or annual plans, offering varied levels of access to Octav’s portfolio tracking, reporting, and other features.
1.18 “Subscription Terms” means the conditions and duration governing a Subscription Plan, including the subscription’s monthly or annual term, payment obligations, automatic renewal provisions, and cancellation rights.
1.19 “Terms of Use” means these terms of use that govern your access to and use of the Services.
1.20 “Third-Party Service” means third-party websites, applications, extensions and advertisements for third parties accessible, including those provided through the Integration Hub, or otherwise connected to the Services but not provided by Octav.
1.21 “User Content” means any Content that is made available by Registered Users on or through the Services.
1.22 “Wallet” means a software-based system for secure storage of Digital Assets and payment information related thereto.
2.1 Creating an Account. Certain features and portions of the Services are only accessible to Registered User who have registered for an Account. All the information you provide must be correct, current, and complete. Upon registering an Account, you will be asked to provide first and last name, email address and select a username and password. It is imperative that the email address you provide is, and continues to be, valid. Any additional information you choose to disclose about yourself will be handled in accordance with our Privacy Policy. We encourage you to review our Privacy Policy to comprehend how you can manage the visibility of the information you provide during the registration process.
2.2 Username. Octav reserves the right to remove, reclaim or change a username you select if Octav determines, in its sole discretion, that such username is inappropriate, obscene or otherwise objectionable.
2.3 Account Security and Responsibility. You are solely responsible for maintaining the confidentiality and security of your Login Credentials. You will remain responsible for all use of your username and Login Credentials, and all activity emanating from your Account, whether or not such activity was authorized by or on behalf of you. You also agree not to share your Account and agree to notify Octav immediately by using the details in Section 16.7 of these Terms of Use if you suspect any unauthorized use of your Account.
2.4 Suspension or Termination of an Account. Your Account may be terminated either by you or by Octav in accordance with Section 13. Octav may at any time suspend or restrict access to the Services of your Account in accordance with Section 13.
2.5 Access to Services. Octav has the authority to modify or pause any part of its Services whenever it sees fit, for reasons such as legal compliance, Registered User protection, or safeguarding its own reputation. This can happen at any time, for any reason, and Octav may not notify you in advance, except when legally obligated. This action will not result in Octav being liable to Registered User.
3. USE OF THE SERVICES
3.1 License to the Services. Subject to these Terms of Use, Octav grants you a limited non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services for personal and internal business purposes only.
3.2 Fees. By using the Services, you agree to pay all applicable fees following Section 4.
3.3 Updates. You acknowledge and agree that blockchain technologies are ever-evolving and advancing and that Octav may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
3.4 Necessary Equipment and Software. In order to use the Services and access certain of its features, you may need a Wallet that is supported by or compatible with the Services. You must provide all equipment, software, and hardware necessary to connect to the Services. You are solely responsible for any fees, including Internet connection, that you incur when accessing the Services. You are solely responsible for keeping your hardware devices secure. Octav will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid transfer initiated using the Services.
3.5 Octav Integration Hub and Third-Party Services. Octav reserves the right to cease providing the Integration Hub, including its features and listings, without notice if, but not limited to, a Third-Party Service becomes unavailable or incompatible with the Services. Third-Party Services are not warranted or supported by Octav. While Third-Party Services and their features may be available, their availability is not guaranteed. Access to Third-Party Services through the Integration Hub is exclusively governed by the agreement between you and the provider of such Third-Party Services. By enabling any Third-Party Service, you authorize Octav to transfer the User Content to the Third-Party Provider in accordance with the functionality of such Third-Party Service.
3.6 Representations. You represent that you are not a person barred from using the Services under the laws of Canada, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur during your use of the Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.
4. PAYMENT TERMS
4.1 Payment Methods. Registered User may pay via supported credit cards or via supported cryptocurrency. Registered User paying with cryptocurrency must contact Octav’s customer support by email at [email protected] to complete their transaction. Payments are required upfront for the selected Subscription Terms.
4.2 Fees. Registered User agrees to pay all fees and applicable taxes incurred by him or by anyone using an Account registered in his name. The prices, features, and options for the Services depend on the Subscription Plan and the Subscription Terms selected as well as any changes instigated by the Registered User. Octav does not represent or warrant that a particular Subscription Plan or Subscription Terms will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice. Octav reserves the right to introduce limited-time offers, discounts, promotions, rebates, coupons, and other special incentives at its sole discretion. These special offers are subject to specific terms and conditions, which will be detailed within each respective offer, if applicable.
4.3 Automatic Payment Renewal. When the chosen method of payment is by credit card, Registered User hereby authorize Octav to charge its credit card for all fees payable on a recurring basis in accordance with these Terms of Use. Recurring Services will automatically renew at the then-current Subscription Terms, unless changes are made to the Subscription Plan, if applicable, or canceled or terminated in accordance with these Terms of Use. Registered User further authorizes Octav to use any payment service provider, such as Stripe, for the sole purpose of processing payments made pursuant to these Terms of Use.
4.4 NO REFUND AND CANCELLATION. ALL TRANSACTIONS ARE FINAL AND NON-REFUNDABLE EXCEPT WHERE REQUIRED UNDER APPLICABLE LAW. REGISTERED USER FURTHER ACKNOWLEDGES THAT HE WILL NOT RECEIVE ANY MONEY OR OTHER COMPENSATION FOR UNUSED SERVICES WHEN AN ACCOUNT IS TERMINATED, WHETHER SUCH TERMINATION WAS VOLUNTARY OR INVOLUNTARY.
5. OWNERSHIP
5.1 Intellectual Property Rights. You acknowledge and agree that Octav and/or its licensors own all intellectual property rights in the Services. You acknowledge and agree that the Services are licensed, not sold, and that except as expressly stated herein, these Terms of Use do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. All Content and trademarks, service marks and logos contained therein are owned, controlled by, used or licensed to Octav, and are protected by copyright and trademark laws and various other intellectual property rights laws. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
5.2 Copies. Except as expressly provided in these Terms of Use, no part of Octav’s Services, Contents and Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any personal purpose whatsoever, without Octav’s express prior written permission.
5.3 Open-Source Software. You acknowledge that the Services may use, incorporate or link to certain Open-Source Software and that your use of the Services is subject to, and you will comply with any, applicable Open-Source Software licenses. Each item of Open-Source Software is licensed under the terms of the end-user license that accompanies such Open-Source Software. Nothing in the present Terms of Use shall limit your rights under, or grant you rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any license for particular Open-Source Software, Octav shall make such Open-Source Software, and Octav’s modifications thereto, available by written request at the notice email specified below.
5.4 Feedback. You agree that submission of Feedback is at your own risk and that Octav has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Octav a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose.
6. API
6.1 Scope. Octav may provide its API as an Add-On, provided you meet the eligibility criteria outlined below and agree to these Terms of Use.
6.2 Developer Documentation. Your use of any of the available API and display of Content in the web application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation available to you.
6.3 Access Credentials. You agree to keep your Access Credentials secret, and you acknowledge and agree that all activities that occur using your Access Credentials are your responsibility. You may not sell, share, transfer, or sublicense the Access Credentials to any other party other than your employees or independent contractors.
6.4 API License. Subject to your compliance with these Terms of Use, Octav grants you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license during the duration and terms of these Terms of Use (a) to use the APIs to develop, test, operate and support your web application; (b) to distribute or allow access to your integration of the API within your web application to end users of your web application; and (c) to display the Content accessed through the APIs within your web application. You have no right to distribute or allow access to the stand-alone API.
7. USER CONDUCT
7.1 You agree that you are solely responsible for your conduct in connection with the Services. Any unauthorized use of the Services automatically terminates the licenses granted to you by Octav pursuant to these Terms of Use. You agree that you will abide by these Terms of Use and will not (and will not attempt to):
7.1.1 provide false or misleading information to Octav;
7.1.2 use or attempt to use another Registered User’s Wallet without authorization from such Registered User;
7.1.3 pose as another person or entity;
7.1.4 use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
7.1.5 develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;
7.1.6 bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
7.1.7 attempt to circumvent any content-filtering techniques Octav employs;
7.1.8 use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by Octav to access the Services, extract data or otherwise interfere with or modify the rendering of Services pages or functionality;
7.1.9 collect or harvest data from the Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
7.1.10 use data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
7.1.11 bypass or ignore instructions that control all automated access to the Services;
7.1.12 use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms of Use;
7.1.13 carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering and terrorist financing;
7.1.14 deliberately engage in activities designed to adversely affect the performance of the Services;
7.1.15 upload, post, e-mail, transmit or otherwise make available through the Services any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or
7.1.16 attempt to access any Wallet that you do not have the legal authority to access.
8. INVESTIGATIONS
8.1 Octav may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Octav shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates these Terms of Use or any applicable law. If Octav becomes aware of any possible violations by you of any provision of these Terms of Use, Octav reserves the right to investigate such violations, and Octav may, at its sole discretion, immediately terminate your license to use the Services following Section 13.2, or change, alter or remove your User Content, in whole or in part, without prior notice to you.
9. ASSUMPTION OF RISK
9.1 Blockchain Risk. In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. The Services rely on emerging technologies which involve a high degree of risk. Octav has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via the Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests.
9.2 Acceptance and Acknowledgement. You accept and acknowledge that you take full responsibility for all activities that you effect through your Wallet and accept all risks of loss, including loss as a result of authorized and unauthorized access to your Wallet, to the maximum permitted by law.
9.3 Other Acceptances. You accept and acknowledge that:
9.3.1 You have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet.
9.3.2 You are financially and technically sophisticated enough to understand the inherent risks associated with using cryptocurrency and blockchain-based systems and upgrading your software and processes to accommodate protocol updates, and that you have a working knowledge of the usage and intricacies of Digital Assets, and in particular, you understand that blockchain-based transactions are irreversible.
9.3.3 You further understand and accept that Digital Assets present market volatility risk, technical software risks, regulatory risks, and cybersecurity risks. You understand that the cost and speed of a blockchain-based system is variable, that cost may increase dramatically at any time, and that cost and speed is not within the capability of Octav to control. You understand that protocol upgrades may inadvertently contain bugs or security vulnerabilities that may result in loss of functionality and ultimately funds. Octav makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.
9.3.4 You are solely responsible for determining what, if any, taxes apply to your transactions of Digital Assets. Octav is not responsible for determining the taxes that apply to Digital Assets transactions.
9.3.5 You understand and accept that Octav does not control any blockchain protocol, nor does Octav control any smart contract that is not otherwise offered by Octav as part of the Services. You agree that you alone, and not Octav, is responsible for any transactions that you engage in with regard to supporting any blockchain protocol, or any transactions that you engage in with any third-party-developed smart contract or token, including Digital Assets that were created by a third party for the purpose of fraudulently misrepresenting affiliation with any blockchain project. You agree that Octav is not responsible for the regulatory status or treatment of any Digital Assets that you may access or transact with using the Services. You expressly assume full responsibility for all of the risks of accessing and using the Services to interact with blockchain protocols.
9.3.6 Octav does not store, send, or receive Digital Assets, with the exception of Digital Assets received in payment for the Services. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your Wallet, Octav cannot assist you to cancel or otherwise modify your transaction or transaction details. Octav makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.
9.3.7 There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that Octav will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using blockchain technology, however caused.
9.3.8 The regulatory regime governing blockchain technologies and Digital Assets is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of Digital Assets.
9.3.9 Octav makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value of Digital Assets supported by that blockchain.
9.3.10 Octav makes no guarantee as to the security of any blockchain. Octav is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.
9.3.11 The Services rely on, and Octav makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet and third-party service provider to perform any transactions.
10. INDEMNIFICATION
10.1 You agree to indemnify and hold the Octav Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of any and all of the following: (a) your User Content; (b) your use of, or inability to use, any of the Services; (c) your violation of these Terms of Use; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Octav reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Octav in asserting any available defenses. This provision does not require you to indemnify any of the Octav Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms of Use and/or your access to the Services.
11. DISCLAIMER OF WARRANTIES AND CONDITIONS
11.1 AS IS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OCTAV EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. OCTAV MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATION AND OTHER DISRUPTIONS. OCTAV MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OCTAV OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11.2 NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT OCTAV IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD OCTAV LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. OCTAV MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OCTAV MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OR ANY CONNECTED CONTENT OBTAINED THROUGH THE SERVICES.
11.3 No Advice. Octav makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of investing in Digital Assets, securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, Digital Asset, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. Octav does not offer fiduciary services and is not your agent, advisor or fiduciary. Notwithstanding anything in these Terms of Use to the contrary, Octav does not make individual determinations of legal, financial or tax compliance, and the Services are not, nor shall they be, construed as constituting legal, financial or tax advice or the provision of legal, financial or tax services for or on your behalf. Where specific legal, financial or tax advice is necessary or prudent, you are advised and encouraged to consult with your legal, financial and tax professional.
11.4 No Obligations. Notwithstanding anything to the contrary in these Terms of Use, Octav shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to (a) the ownership, validity or genuineness of any Digital Asset; (b) the collectability, insurability, effectiveness, marketability or suitability of any Digital Asset; or (c) any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond Octav’s control, including without limitation the failure of a blockchain, or of a third-party service provider.
12. LIMITATION OF LIABILITY
12.1 DISCLAIMERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OCTAV BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, AND PROFITS, PROPERTY DAMAGE OR OTHER INTANGIBLE OR ECONOMIC LOSS, ARISING OUT OF OR RELATED TO YOU OR YOUR INABILITY TO USE THE SERVICES AND INTEGRATED THIRD-PARTY SERVICES, ESPECIALLY DUE TO REDUCTION OF AVAILABILITY, CANCELLATION OR MODIFICATION, HACKING ATTACKS, FAILURE, MALFUNCTION OR OCCURRENCE OF OTHER ERRORS IN THE OPERATION OF THE SERVICES OR INTEGRATED THIRD-PARTY SERVICES, EVEN IF OCTAV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF OCTAV FOR ANY DAMAGED CAUSED BY OCTAV’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.2 CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OCTAV’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO OCTAV FOR THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO OCTAV FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM OCTAV, REGARDLESS OF THE CAUSE OF ACTION.
12.3 EXCLUSION OF DAMAGES. CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU HAVE MIGHT ADDITIONAL RIGHTS.
12.4 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OCTAV AND YOU.
13. TERMS AND TERMINATION
13.1 Terms. These Terms of Use commence and remain in full force and effect while you use the Services.
13.2 Termination of Services by Octav. Without limiting any other provision of these Terms of Use, Octav reserves the right to, in its sole discretion and without notice or liability, deny access to and use of the Services, including but not limited to blocking certain IP addresses, to any person for any reason or for no reason, including without limitation for breach of any of the terms and conditions set forth in these Terms of Use or any applicable law or regulation. In such circumstances, Octav may terminate your use or participation in the Services or delete your Account without warning, in its sole discretion.
13.3 Termination by Registered User. Registered User may terminate its subscription to the Services by canceling the Services and/or deleting the Account, whereby such termination shall not derogate from Registered User’s obligation to pay applicable fees according to the Subscription Terms. Unless mutually agreed otherwise by Registered User and Octav in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Terms, and Registered User’s obligation to pay the applicable fees according to the Subscription Terms throughout the end of such Subscription Plan shall remain in full force and effect, and Registered User shall not be entitled to a refund for any prepaid applicable fees. Registered User may terminate his access to the Services by deleting his Account, which termination will take effect immediately.
13.4 Effects of Termination. Upon the effective termination of these Terms of Use, all rights and licenses granted by Octav to you under these Terms of Use will terminate. Either party’s termination of these Terms of Use is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms of Use in accordance with its terms.
13.5 No Subsequent Use. If your ability to access the Services is discontinued by Octav, then you agree that you shall not attempt to access the Services through use of a different Wallet or otherwise. In the event that you violate the immediately preceding sentence, Octav reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. DISPUTE RESOLUTION
PLEASE READ THESE ARBITRATION TERMS OF USE CAREFULLY. THEY REQUIRE YOU TO ARBITRATE A DISPUTE WITH OCTAV AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OCTAV. THIS SECTION 14 IS REFERENCED HERETO AS AN “ARBITRATION AGREEMENT”.
14.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to the Services or to any aspect of your relationship with Octav will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Octav may seek equitable relief in court for any infringement or misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) and for any breach of any confidentiality and privacy obligations. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms of Use or any prior version of these Terms of Use.
14.2 Arbitration Rules and Seat of Arbitration. You agree that the seat of arbitration is Montréal and the arbitration tribunal will be composed of one (1) arbitrator chosen by Octav. Either party may commence a binding arbitration in accordance with the Code of Civil Procedure (Québec), or another forum mutually agreed upon by the parties.
14.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement to be void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Octav. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator cannot act as an amicable composer and will have to decide the dispute according to the rules of law. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Octav.
14.4 Waiver of Jury Trial. YOU AND OCTAV 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 Octav are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF 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 PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. If a decision is issued stating that an applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in Montréal in the Province of Québec. All other disputes, claims, or requests for relief shall be arbitrated.
14.6 Severability. Except as provided in Section 14.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
14.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Octav.
15. LINKS TO OTHER WEBSITES AND CONTENT
15.1 The Services may contain or in some cases, integrate with Octav’s Services, certain Third-Party Services. When you click on a link to access or use a Third-Party Service, Octav will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Octav. Octav does not endorse or assume any responsibility for any such Third-Party Service. Octav provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave Octav’s Services, these Terms of Use and its policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You expressly relieve Octav of any and all liability arising from your use of any such Third-Party Service.
16. MISCELLANEOUS
16.1 Assignment. These Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Octav’s prior consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Octav expressly reserves the right to assign its rights, and to the extent permissible under applicable law, its obligations under these Terms of Use, either in entirety or in part, to any third party without the necessity of providing notice to you. This includes, without limitation, the assignment to any individual or entity that acquires the whole or a substantial portion of the assets or business operations of the Services.
16.2 Electronic Signatures. Facsimile signatures or any other form of electronic signatures or indications of electronic acceptance are binding and fully enforceable to the same extent as written signatures. You understand and acknowledge that the act of accessing or using the Services constitutes your electronic signature and consent to these Terms of Use.
16.3 Export Control. You may not use, export, import, or transfer the Services except as authorized under the laws of the province of Québec and the federal laws of Canada, the laws of the jurisdiction in which you obtained the Services, and any other applicable law.
16.4 Force Majeure. Octav shall not be liable or deemed in breach of these Terms of Use if Octav has any delay or failure to perform the Services or any portion of thereof from causes beyond Octav’s control, including, but not limited to, acts of God or public enemy, fires, earthquakes, pandemics, labor disputes, wars, terrorism, riots, embargos, acts of civil or military authorities, floods, accidents, strikes, shortages of either transportation facilities, fuel, energy, labor or materials, or any local, provincial, federal or international law, governmental order or regulation or any other event.
16.5 GOVERNING LAW. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUÉBEC, CONSISTENT WITH THE CODE OF CIVIL PROCEDURE (QUÉBEC), AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS OF USE.
16.6 Language. You agree that all communications and notices made or given pursuant to these Terms of Use and the Privacy Policy must be in the English language. If Octav provides a translation of the English language version of these Terms of Use, the English language version of these Terms of Use will prevail if there is any conflict. Vous acceptez que toutes les communications ou notifications effectuées ou envoyées en vertu de ces conditions d’utilisation et de la politique de vie privée soient faites en langue anglaise. Si Octav fournit une traduction de la version anglaise des présentes conditions d’utilisation, la version anglaise des présentes conditions d’utilisation prévaudra en cas de conflit.
16.7 Notice. You may give notice to Octav under these Terms of Use by email to [email protected]. Octav may give notice to Registered User by email to the address set out in the Account.
16.8 Severability. Whenever possible and subject to Section 14, each provision of these Terms of Use shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms of Use is held invalid or unenforceable, the remainder of these Terms of Use shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision and shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties.
16.9 Survival. Any sections of these Terms of Use which expressly survive termination or expiration of these Terms of Use, or which, by their nature, should reasonably survive termination or expiration of these Terms of Use, shall survive termination or expiration. Without limiting the generality of the foregoing, the terms contained in Sections 3, 4, 7, 9, 10, 11, 12, 13, 14, and 16 shall survive termination or expiration of these Terms of Use.
16.10 No Waiver. A delay or failure by either party to exercise any right or partial right shall not be deemed to constitute a waiver of any such right or any other rights hereunder. A consent or waiver by either party to a failure of any express or implied term of these Terms of Use on one occasion will not be deemed a waiver of any other provision or such provision to any subsequent failure.
16.11 Entire Agreement. These Terms of Use, together with any webpages, documents or policies incorporated into these Terms of Use by reference, including the Privacy Policy, constitute the entire agreement and understanding between you and Octav relating to the matters contemplated by these Terms of Use and supersede any and all prior or contemporaneous written and oral agreements, negotiations, representations, commitments, writings, communications and other understandings (if any) relating to the subject matter of the terms.
