Legal
Terms of Use
Privacy Policy

Last Updated: September 8, 2022

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 12. 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. DEFINITIONS

1.1. "Access Credentials" means the necessary security keys, secrets, tokens, and other credentials to access the API as defined below.

1.2. "API" means the necessary security keys, secrets, tokens, and other credentials to access the API as defined below.

1.3. "Content" means any information, code, data, functionality, website design text, software, music, audio, photographs, graphics, video, messages, tags and/or other materials.

1.4. "Digital Asset" means any cryptocurrency, cryptoasset, blockchain-based token, or other digital asset. defined below.

1.5. "Feedback" means any ideas, suggestions, documents, and/or proposals that you submit to Octav through any communication channel or otherwise through the Services.

1.6. "Marks" means Octav’s trademarks, service marks and logos.

1.7. "Octav" means Octav Labs Inc.

1.8. "Octav Parties" means Octav, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors.

1.9. "Open-Source Software" means any software or components thereof subject to “open source” or “free software” licenses.

1.10. "Privacy Policy" means Octav’s Privacy Policy located below.

1.11. "Registered User" is a user which has a valid Wallet, through which the user has connected to the Services.

1.12. "Services" means your access to and use of Octav’s website, web application and/or services, which include, but are not limited to, portfolio transaction tracking and profit and loss reporting.

1.13. "Terms of Use" means these Terms of Use that govern your access to and use of the Services.

1.14. "Third-Party Service" means third-party websites, applications, extensions and advertisements for third parties accessible or otherwise connected to the Services but not provided by Octav.

1.15. "User Content" means any Content that is made available by Registered Users on or through the Services.

1.16. "Wallet" means a software-based system for secure storage of Digital Assets and payment information related thereto.

1.17. "you” or “your" means you and the entity you represent.

2. USE OF THE SERVICES

2.1. 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 your internal business purposes only.

2.2. Fees. By using the Services, you agree to pay all applicable fees.

2.3. 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.

2.4. 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.

2.5. 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.

3. OWNERSHIP

3.1. 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.

3.2. 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.

3.3. 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.

3.4. 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.

4. API

4.1. Scope. Octav may make its API available to you as follows if you meet the eligibility criteria set forth below and have agreed to these Terms of Use.

4.2. 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.

4.3. 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.

4.4. 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.

5. USER CONDUCT

5.1. 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):

5.1.1. provide false or misleading information to Octav;

5.1.2. use or attempt to use another Registered User’s Wallet without authorization from such Registered User;

5.1.3. pose as another person or entity;

5.1.4. 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;

5.1.5. develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;

5.1.6. bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

5.1.7. attempt to circumvent any content-filtering techniques Octav employs;

5.1.8. 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;

5.1.9. 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;

5.1.10. use data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

5.1.11. bypass or ignore instructions that control all automated access to the Services;

5.1.12. 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;

5.1.13. 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, terrorist financing;

5.1.14. deliberately engage in activities designed to adversely affect the performance of the Services;

5.1.15. 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

5.1.16. attempt to access any Wallet that you do not have the legal authority to access.

6. INVESTIGATIONS

6.1. 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, or change, alter or remove your User Content, in whole or in part, without prior notice to you.

7. ASSUMPTION OF RISK

7.1. 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.

7.2. 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.

7.3. Other Acceptances. You accept and acknowledge that:

7.3.1. You have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet.

7.3.2. 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.

7.3.3. 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.

7.3.4. 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.

7.3.5. 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.

7.3.6. 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.

7.3.7. 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.

7.3.8. 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.

7.3.9. 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.

7.3.10. 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.

7.3.11. 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.

8. INDEMNIFICATION

8.1. 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.

9. DISCLAIMER OF WARRANTIES AND CONDITIONS

9.1. 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. OACTAV 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.

9.2. 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.

9.3. 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.

9.4. 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.

10. LIMITATION OF LIABILITY

10.1. 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.

10.2. 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.

10.3. 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.

10.4. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OCTAV AND YOU.

11. TERM AND TERMINATION

11.1. Term. These Terms of Use commence and remain in full force and effect while you use the Services.

11.2. 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. Octav may terminate your use or participation in the Services or delete your account without warning, in its sole discretion.

11.3. Termination of Services by You. If you want to terminate the Services provided by Octav, you may do so by ceasing your use of the Services.

11.4. 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.

12. DISPUTE RESOLUTION

PLEASE READ THIS ARBITRATION TERMS OF USE CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTE WITH OCTAV AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OCTAV. THIS SECTION 12 IS REFERENCED HERETO AS AN “ARBITRATION AGREEMENT”.

12.1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of 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 infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). 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.

12.2. Arbitration Rules and Seat of Arbitration. You agree that the seat of arbitration is Montreal 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 (Quebec), or other forum mutually agreed upon by the parties.

12.3. 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.

12.4. 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 12.1 (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.

12.5. 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 CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this 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 Montreal in the Province of Quebec. All other disputes, claims, or requests for relief shall be arbitrated.

12.6. Severability. Except as provided in Section 12.5 (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.

12.7. Survival of Agreement. Except as provided in Section 12.5 (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.

13. Links to Other Websites and Content

13.1. 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.

14. MISCELLANEOUS

14.1. 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.

14.2. Export Control. You may not use, export, import, or transfer the Services except as authorized under the laws of the province of Quebec and the federal laws of Canada, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.

14.3. 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 transportation facilities, fuel, energy, labor or materials, or any local, provincial, federal or international law, governmental order or regulation or any other event.

14.4. GOVERNING LAW. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, CONSISTENT WITH THE CODE OF CIVIL PROCEDURE (QUEBEC), 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.

14.5. 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. Vous acceptez que toute communication ou avis effectué ou envoyé en vertu de ces conditions d’utilisation et de la politique de vie privée soit faite en langue anglaise. If we provide 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.

14.6. Notice. You may give notice to Octav under these Terms of Use by email to info@octav.fi.

14.7. Severability. Whenever possible, 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.

14.8. Survival. Any sections of these Terms of Use which expressly survive termination of these Terms of Use, or which, by their nature, should reasonably survive termination of these Terms of Use, shall survive termination. Without limiting the generality of the foregoing, the terms contained in Sections 8, 9, 10 and 12 shall survive termination of these Terms of Use.

14.9. 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.

14.10. 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.

14.11. Release. You hereby release Octav and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of third-party websites of any kind arising in connection with or as a result of these Terms of Use or your use of the Services.

Last Updated: September 21, 2022

This privacy policy (“Privacy Policy”) describes how Octav Labs Inc. (“our”, “us” or “we”) collects, uses, shares, and store personal information of clients and users of its website https://octav.fi/, web application, products and services (collectively, the “Services”) on or in which it is posted, linked, or referenced.

By using the Services, you accept the terms of this Privacy Policy and our Terms of Use, and consent to our collection, use, disclosure, and retention of your information as described in this Privacy Policy. If you have not done so already, please also review our Terms of Use. The Terms of Use contain provisions that limit our liability to you and require you to resolve any dispute with us on an individual basis and not as part of any class or representative action. IF YOU DO NOT AGREE WITH ANY PART OF THIS PRIVACY POLICY OR OUR TERMS OF USE, THEN PLEASE DO NOT USE ANY OF THE SERVICES.

Please note that this Privacy Policy does not apply to information collected through third-party websites or services that you may access through the Services or that you submit to us through email or other electronic message or offline. We encourage you to carefully review the privacy policies of any third-party website you access.

What we Collect

Information You Give Us. Information we collect from you may include:

  • Contact information, such as your email address or social media (including Discord);
  • Profile information, such as your blockchain public key, preferences, feedback and survey responses;
  • Feedback and correspondence, such as information you provide in your responses to surveys;
  • Transaction information, such as details about purchases you make through the Services and preferences with respect to blockchain transaction labeling;
  • Marketing information, such as your preferences for receiving marketing communications and details about how you engage with them; and
  • Other information not specifically listed here, which we will use as described in this Privacy Policy or as otherwise disclosed at the time of collection.

Third-Party Sources. We may receive personal information about you from third-party sources. For example, third-party wallet providers provide us with your blockchain public key and certain information you choose to share with those wallet providers. We may add this to the data we have already collected from or about you through our Services.

Automatic Data Collection. We may automatically record certain information about how you use our Services (we refer to this information as “Log Data”). Log Data may include information such as a user’s Internet Protocol (IP) address, device and browser type, operating system, the pages or features available through our Services to which a user browsed and the time spent on those pages or features, the frequency with which the Services are used by a user, search terms, the links made available through the Services that a user clicked on or used, and other statistics. We use this information to improve and enhance the Services by expanding its features and functionality and tailoring it to our users’ needs and preferences.

We may use cookies, local storage or similar technologies to analyze trends, administer the pages made available through the Services, track users’ movements around the pages made available through the Services, and to gather demographic information about our user base as a whole. Users can control the use of cookies and local storage at the individual browser level. For more information, please see our Cookies Policy.

Information We Will Never Collect. We will never ask you to share your blockchain private keys or wallet seed phrase. Never trust anyone or any site that asks you to enter your blockchain private keys or wallet seed phrase.

Use of Personal Information

We use the collected data for various purposes or as otherwise described at the time of collection:

Service Delivery. We use your personal information to:

  • provide, operate and improve the Services and our business;
  • communicate with you about the Services, including by sending announcements, updates, security alerts, and support and administrative messages; and
  • provide support for the Services, and respond to your requests, questions and feedback.

Compliance and Protection. We may use your personal information to:

  • comply with applicable laws, lawful requests, and legal processes, such as to respond to subpoenas or requests from government authorities;
  • protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
  • audit our internal processes for compliance with legal and contractual requirements and internal policies;
  • enforce the Terms of Use that govern the Services; and
  • prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

With Your Consent. We may use, share or collect your personal information with your consent, such as when required by law.

Disclosures of Your Data

We may share your data with the following parties and as otherwise described in this Privacy Policy or at the time of collection.

Affiliates. We may disclose your personal information to our subsidiaries and corporate affiliates (i.e., our family of companies that are related by common ownership or control) for purposes consistent with this Privacy Policy.

Authorities and Others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the “Compliance and Protection” purposes described above.

Blockchain. Given that the blockchain is a public record, the transaction records associated with any transaction you make using the Services will be publicly available on the blockchain.

Business Transfers. We may share personal information when we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals can include any merger, financing, acquisition, reorganization, divestiture, or in the event of bankruptcy or dissolution.

Professional Advisors and Service Providers. We may share information with those who need it to work for us. These recipients may include third-party companies and individuals to administer and provide the Services on our behalf, as well as lawyers, bankers, auditors, and insurers.

Data Retention

We retain information we collect as long as it is necessary and relevant to fulfill the purposes outlined in this Privacy Policy. In addition, we retain personal information to comply with applicable law where required, prevent fraud, resolve disputes, troubleshoot problems, assist with any investigation, enforce our Terms of Use, and other actions permitted by law. To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

In some circumstances we may anonymize your personal information (so that it can no longer be associated with you) in which case we may use this information indefinitely without further notice to you.

We employ industry standard security measures designed to protect the security of all information submitted through the Services. However, the security of information transmitted through the internet can never be guaranteed. We are not responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. Users of the Services are responsible for maintaining the security of any password, blockchain private key, biometrics, user ID or other form of authentication involved in obtaining access to password protected or secure areas of any of our digital services. In order to protect you and your data, we may suspend your use of any of the Services, without notice, pending an investigation, if any breach of security is suspected.

Your Rights

You have the following rights with respect to your personal information:

  • You have the right to ask us for an overview of your personal information that we process;
  • You have the right to ask us to transfer your personal information directly to you or to another entity. This applies to personal information that we process by automated means and with your consent or on the basis of a contract with you. We will transfer your personal information where it is technically feasible;
  • You may ask us to delete your personal information if we no longer need it for its original purpose, if you object to us processing your personal information for our own legitimate interests or for personalised commercial messages, if you withdraw your consent for processing your personal information, if we unlawfully process your personal information, or if a law requires us to erase your personal information;
  • You can object to us using your personal information for our own legitimate interests. We will consider your objection and whether processing your personal information has any undue impact on you that requires us to stop doing so. You cannot object to us processing your personal information if we are legally required to do so (for example if we are obliged to fulfill a contract with you);
  • We sometimes use systems to make automated decisions based on your personal information if this is necessary to fulfil a contract with you or if you gave us consent to do so. You have the right to object to such automated decisions and ask for an actual person to make the decision instead;
  • If your personal information is incorrect, you have the right to ask us to rectify it. If we shared such data about you with a third party in compliance with this Policy, it is our obligation to notify this change to the third party;
  • You have the right to ask us to restrict using your personal information if in your opinion the information is inaccurate, if we are processing the data unlawfully, or if you have objected to us processing your personal information for our own legitimate interests; and
  • Should you not be satisfied with the way we have responded to your concerns, you have the right to submit a complaint to us using the contact information further up in this Policy. If you are still unhappy with our reaction to your complaint, you can also contact the data protection authority in your country.

Please note that deletion of your personal information may make it impossible for you to use the website or the Services.

Minors

We do not intentionally gather personal information from visitors who are at the age of minority in your country of residence. Our Terms of Use require all users to be at the age of majority in the country of their residence. If a minor submits personal information to us, we will attempt to delete the information as soon as possible. If you believe that we might have any personal information from a minor, please contact us at info@octav.fi.

Compliance with Canada Privacy Laws

This Privacy Policy and our practices in general are designed to be in compliance with Canada’s Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) and Quebec’s An Act Respecting the Protection Of Personal Information in the Private Sector (R.S.Q. c. P- 39.1).

International Data Transfers

We have offices outside of the EU and your personal information may be transferred to, and processed in or from, Canada or other locations outside of your state, province, country or other governmental jurisdiction where privacy laws may not be as protective as those in your jurisdiction.

EU users should read the important information provided below about the transfer of personal information outside of the European Economic Area.

Changes to this Privacy Policy

We may change this privacy at any time. We encourage you to periodically review this page for the latest information about our privacy practices. If we make any changes, we will change the Last Updated date above.

Any modifications to this Privacy Policy will be effective upon our posting of the new terms and/or upon implementation of the changes to the Services (or as otherwise indicated at the time of posting). In all cases, your continued use of the Services after the posting of any modified Privacy Policy indicates your acceptance of the terms of the modified Privacy Policy.

Contact us

If you have any question or comment about this Privacy Policy, please do not hesitate to contact us at info@octav.fi.

Notice to California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

This section provides additional details about the personal information we collect about California consumers and the rights afforded to them under the California Consumer Privacy Act or “CCPA”.

For more details about the personal information we collect from you, please see the “What we Collect” section above. We collect this information for the business and commercial purposes described in the “Use of Personal Information” section above. We share this information with the categories of third parties described in the “Disclosures of Your Data” section above. We do not sell (as such term is defined in the CCPA) the personal information we collect (and will not sell it without providing a right to opt out). Please refer to our Cookies Policy for more information regarding the types of third-party cookies, if any, that we use.

Subject to certain limitations, the CCPA provides California consumers the right to request to know more details about the categories or specific pieces of personal information we collect (including how we use and disclose this information), to delete their personal information, to opt out of any “sales” that may be occurring, and to not be discriminated against for exercising these rights.

California consumers may make a request pursuant to their rights under the CCPA by contacting us at info@octav.fi. Please note that you must verify your identity and request before further action is taken. As a part of this process, government identification may be required. Consistent with California law, you may designate an authorized agent to make a request on your behalf. In order to designate an authorized agent to make a request on your behalf, you must provide a valid power of attorney, the requesters’ valid government issued identification, and the authorized agent’s valid government issued identification.

Notice to European Users

The information provided in this notice applies only to individuals in the European Economic Area, Switzerland, and United Kingdom (collectively, “EU”) and “personal information” as used in this Privacy Policy is equivalent to “personal data” as defined in the European Union General Data Protection Regulation (GDPR).

Sensitive Data. Some of the information you provide us may constitute sensitive data as defined in the GDPR (also referred to as special categories of personal data), including identification of your race or ethnicity on government-issued identification documents.

Legal Basis for Processing. We only use your personal information as permitted by law. We are required to inform you of the legal basis of our processing of your personal information, which are described in the table below. If you have any questions about the legal basis under which we process your personal information, contact us at info@octav.fi.

PROCESSING PURPOSE & LEGAL BASIS

  • To provide our Service: Our processing of your personal information is necessary to perform the contract governing our provision of the Services or to take steps that you request prior to signing up for the Services.
  • To communicate with you/To optimize our Services/For compliance, fraud prevention, and safety/For research and development: These processing activities constitute our legitimate interests. We make sure we consider and balance any potential impacts on you (both positive and negative) and your rights before we process your personal information for our legitimate interests. We do not use your personal information for activities where our interests are overridden by any adverse impact on you (unless we have your consent or are otherwise required or permitted to by law).
  • To comply with law: We use your personal information to comply with applicable laws and our legal obligations.
  • With your consent: Where our use of your personal information is based upon your consent, you have the right to withdraw it anytime by contacting us at info@octav.fi.

Use for New Purposes. We may use your personal information for reasons not described in this Privacy Policy, where we are permitted by law to do so and where the reason is compatible with the purpose for which we collected it. If we need to use your personal information for a related purpose, we will notify you and explain the applicable legal basis for that use. If we have relied upon your consent for a particular use of your personal information, we will seek your consent for any unrelated purpose.

Your Rights. Under the GDPR, you have certain rights regarding your personal information. You may ask us to take the following actions in relation to your personal information that we hold:

  • Opt-out. Stop sending you direct marketing communications which you have previously consented to receive. We may continue to send you service-related and other non- marketing communications.
  • Access. Provide you with information about our processing of your personal information and give you access to your personal information.
  • Correct. Update or correct inaccuracies in your personal information.
  • Delete. Delete your personal information.
  • Transfer. Transfer a machine-readable copy of your personal information to you or a third party of your choice.
  • Restrict. Restrict the processing of your personal information.
  • Object. Object to our reliance on our legitimate interests as the basis of our processing of your personal information that impacts your rights.

You can submit these requests by email to info@octav.fi. We may request specific information from you to help us confirm your identity and process your request. Applicable law may require or permit us to decline your request. If we decline your request, we will tell you why, subject to legal restrictions. If you would like to submit a complaint about our use of your personal information or response to your requests regarding your personal information, you may contact us at info@octav.fi or submit a complaint to the data protection regulator in your jurisdiction.

Cross-Border Data Transfer. We process personal data in Canada and data protection laws may be different from those in your country of residence. You consent to the transfer of your information, including personal information, to Canada as set forth in this Privacy Policy by using our Services.

Whenever we transfer your personal information out of the EU to Canada or countries not deemed by the European Commission to provide adequate level of personal information protection, the transfer will be based on a data transfer mechanism recognized by the European Commission as providing adequate protection for personal information.

Please contact us if you want further information on the specific mechanism used by us when transferring your personal information out of the EU.

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