Master Subscription Agreement
Effective Date: May 15th, 2026
These Master Subscription Agreement terms govern Customer's use of the Services ordered from Octave Technologies, Inc. ("Octave") through an Order Form or other ordering process. Together with each Order Form and any incorporated documents, these terms form the "Agreement" between Octave and the customer identified in the applicable order ("Customer"). Customer accepts this Agreement by signing or electronically accepting an Order Form, clicking to accept these terms, or using the Services after receiving access to these terms. Anyone accepting on Customer's behalf represents that they are authorized to do so. If there is a conflict, the following order controls: (1) any signed amendment; (2) the applicable Order Form; (3) the DPA, solely for Personal Data processing matters; (4) any applicable SLA, Support Policy, Security Measures, or Acceptable Use Policy; and (5) these terms. Octave may update these terms by posting an updated version or notifying Customer. Updates will not materially reduce Octave's obligations or Customer's rights during an active Order Form Term unless Customer agrees. The version in effect when an Order Form is accepted applies for that Order Form's then-current term. Customer purchase orders are for administrative convenience only. Their terms are rejected and do not modify this Agreement, even if Octave processes the purchase order or references it on an invoice.
1. Using the Service
1.1 Permitted Use. Subject to this Agreement, Customer may use the Service for its own business purposes in accordance with the terms of an applicable Order Form during the Term ("Permitted Use"). This includes the right to copy and use the Octave Software (if any) and Documentation as part of Customer's Permitted Use. Customer will comply with the Documentation in using the Service.
1.2 Users. Customer may permit Users to use the Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions through the Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Octave upon learning of any compromise of User accounts or credentials.
1.3 Affiliates. Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Order Forms as mutually agreed with Octave, which creates a separate agreement between each such Affiliate and Octave incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Octave, and breach or termination of any such separate agreement affects only that agreement.
1.4 Mutual Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.
2. Customer Data
2.1 Use of Customer Data. Subject to this Agreement, Octave will access, modify, and use Customer Data solely to provide and maintain the Service, Support and Professional Services under this Agreement ("Use of Customer Data"). Octave may also use Customer Data to generate Aggregated De-Identified Data, which Octave may use, retain and disclose for its legitimate business purposes, including to improve, benchmark, test and operate Octave's products and services. Any disclosure of Aggregated De-Identified Data to third parties will be solely in aggregate, de-identified form that does not identify Customer, its Users, or any individual. Use of Customer Data includes sharing Customer Data as Customer directs through the Service, but Octave will not otherwise disclose Customer Data to third parties except as permitted in this Agreement. Except as expressly permitted in this Agreement, Octave will not: (i) disclose Customer Data to any third party; or (ii) permit any third party to access Customer Data except for Octave's subcontractors and service providers who require such access to enable Octave to perform its obligations under this Agreement and who are bound by confidentiality obligations no less protective than those included herein.
2.2 Security. Octave will implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, use, alteration, or disclosure ("Security Measures"). Octave will notify Customer without unreasonable delay, and in any event within seventy-two (72) hours of becoming aware, upon becoming aware of any unauthorized access to, or acquisition, alteration, deletion, or disclosure of Customer Data ("Security Incident"). Octave will promptly investigate any Security Incident, provide Customer with reasonable information about the Security Incident, and take reasonable steps to remediate the Security Incident.
2.3 Data Processing Addendum. To the extent Octave processes Personal Data on behalf of Customer, the Data Processing Addendum available at https://www.octavehq.com/dpa, as updated from time to time in accordance with its terms, is incorporated into this Agreement. In the event of a conflict involving the processing of Personal Data, the following order of precedence applies: first, the Standard Contractual Clauses, if applicable; second, the DPA; and third, this Agreement.
2.4 Usage Data. Octave may collect Usage Data and use it to operate, improve and support the Service and for other lawful business purposes, including benchmarking and reports. However, Octave will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.
3. Support and SLA
Subject to this Agreement, Octave will provide technical support for the Services in accordance with its then-current support policy or as specified in an applicable Order Form. If no support policy is specified, Octave will provide email-based support during its normal business hours, Monday through Friday, excluding public holidays. Octave will use commercially reasonable efforts to make the Services available in accordance with the service levels specified in an applicable service level agreement identified in an Order Form (if any). If no service levels are specified, Octave will use commercially reasonable efforts to provide availability consistent with generally accepted SaaS industry practices.
4. Warranties
4.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement, and (b) it will use industry-standard measures to avoid introducing Viruses into the Service.
4.2 Performance Warranty. Octave warrants that the Service will perform materially as described in the Documentation and Octave will not materially decrease the overall functionality of the Service during the Order Form Term. Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Service. Within 30 days of receiving a timely warranty claim, Octave will use reasonable efforts to correct or provide a reasonable workaround for the Claim. If Octave fails to materially resolve the claim or provide a workaround within 30 days, Customer may on 30 days' notice to the other terminate the Order Form as it relates to the nonconforming Service and Octave will refund to Customer any prepaid, unused fees for the terminated portion of the Order Form Term. The procedures set forth in this Section are Customer's exclusive remedies and Octave's sole liability for breach of warranty.
4.3 Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Octave's warranties in this Section do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modifications of the Service. These disclaimers apply to the full extent permitted by Law.
5. Usage Rules
5.1 Compliance. Customer (a) will comply with any Acceptable Use Policy identified in the Order Form and (b) represents and warrants that it has all rights necessary to use Customer Data with the Service and grant Octave the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data.
5.2 High-Risk Activities and Sensitive Data. Customer (a) will not use the Service for High-Risk Activities, (b) will not submit Sensitive Data to the Service, and (c) acknowledges that the Service is not designed for (and Octave has no liability for) use prohibited in this Section.
5.3 Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Service (in whole or part), grant non-Users access to the Service or use the Service to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Octave, (c) copy, modify, create derivative works of or remove proprietary notices from the Service, (d) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions or (e) use the Service to develop a product that competes with the Service.
6. Third-Party Platforms
To the extent offered by Octave, Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer's use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Octave is not responsible for Third-Party Platforms or how their providers use Customer Data.
7. Artificial Intelligence
7.1 Features. The Services include Octave's suite of machine learning or artificial intelligence features ("AI Features"). Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features ("Inputs") and receive resulting content or information from the AI Features ("Outputs"). Customer retains all right, title, and interest in Customer Data contained in Inputs and Outputs.
7.2 Model Training. Octave will not use Customer Data, Inputs, or Outputs to train or improve generalized machine learning or artificial intelligence models. Octave may use Customer Data, Inputs, and Outputs solely to provide, secure, support, and improve the Services for Customer, including to generate Outputs and improve Customer-specific configurations, workflows, and performance.
7.3 Nature of Outputs. Customer understands that other users may provide similar Inputs and receive similar or identical Outputs. Customer is responsible for reviewing and validating all Outputs before using them and acknowledges that Outputs may contain errors or omissions. Customer is responsible for use of Outputs, including compliance with applicable laws. The AI Features and Outputs are provided "as is." Octave makes no representation or warranty that any Output will be accurate, complete, error-free, noninfringing, or fit for a particular purpose.
7.4 AI Compliance. Customer will not, and will not permit others to: (i) use the AI Features or any Output to infringe, violate, or misappropriate third-party rights; (ii) use the AI Features or any Output to develop, train, or improve any artificial intelligence or machine learning models; (iii) represent any Output as approved or endorsed by Octave; (iv) present any Output as a wholly human-generated or original work; (v) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals without appropriate human review and compliance with applicable law; or (vi) use the AI Features in a way that is discriminatory, harassing, harmful, or unethical. AI Features are assistive tools and not a substitute for professional judgment.
8. Professional Services
Octave will perform Professional Services as described in an Order Form or Statement of Work, which may identify additional terms or milestones for the Professional Services. Customer will give Octave timely access to Customer Materials reasonably needed for Professional Services, and Octave will use the Customer Materials only for purposes of providing Professional Services. Subject to any limits in an Order Form or Statement of Work, Customer will reimburse Octave's reasonable travel and lodging expenses incurred in providing Professional Services. Customer may use code or other deliverables that Octave furnishes as part of Professional Services only in connection with Customer's authorized use of the Service under this Agreement.
9. Fees
9.1 Payment. Customer will pay the fees described in the Order Form. Unless the Order Form states otherwise, all amounts are due within 30 days after the invoice date (the "Payment Period"). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are nonrefundable except as expressly set out in this Agreement. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Order Forms, whether domestic or foreign ("Taxes"), other than Octave's income tax. Fees and expenses are exclusive of Taxes.
9.2 Payment Disputes. If Customer disputes an invoice in good faith, it will notify Octave within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.
10. Suspension
Octave may suspend Customer's access to the Service and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Octave is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Octave will use reasonable efforts to limit suspension to affected functionality. Once the Suspension Event is resolved, Octave will promptly restore Customer's access to the Service in accordance with this Agreement. "Suspension Event" means (a) Customer's account is 30 days or more overdue, (b) Customer is in breach of the Section entitled "Usage Rules" or (c) Customer's use of the Service risks material harm to the Service or others.
11. Term and Termination
11.1 Term. Unless the Order Form states otherwise (a) each Order Form Term will last for an initial 12-month period and (b) automatically renew for subsequent terms of 12 months unless either party provides 30 days prior notice of nonrenewal. This Agreement starts on the Effective Date and continues until the end of all Order Form Terms, unless sooner terminated in accordance with its terms. If no Order Form is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.
11.2 Termination.,Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
11.3 Data Export and Deletion. During the applicable Order Form Term, Customer may export Customer Data from the Services as described in the Documentation or as otherwise made available by Octave. Following expiration or termination of an Order Form, Octave will delete or return Customer Data in accordance with its standard retention practices and, with respect to Personal Data, the DPA.
11.4 Effect of Termination. Customer's right to use the Service, Support and Professional Services will cease upon any termination or expiration of this Agreement, subject to this Section. Any provision of this Agreement that, by its nature, should survive termination or expiration will survive, including those relating to payment obligations, confidentiality, intellectual property rights, data protection, disclaimers, limitations of liability, indemnification, governing law and dispute resolution. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
12. Intellectual Property
12.1 Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Octave's express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Octave. Except for Customer's express rights in this Agreement, as between the parties, Octave and its licensors retain all intellectual property and other rights in the Service, Professional Services deliverables and related Octave technology.
12.2 Feedback. -If Customer gives Octave feedback regarding improvement or operation of the Service, Support or Professional Services, Octave may use the feedback without restriction or obligation. All feedback is provided "AS IS" and Octave will not publicly identify Customer as the source of feedback without Customer's permission.
13. Limitations of Liability
13.1 Damages Waiver. In no event will either party (or any of its agents, affiliates, licensors or suppliers) be liable for any indirect, punitive, incidental, special, or consequential damages, or cost of procurement of substitute goods, services or technology, arising out of or in any way connected with the use of the services or anything provided in connection with this agreement, the delay or inability to use the services or anything provided in connection with this agreement or otherwise arising from this agreement, including without limitation, loss of revenue or anticipated profits or lost business or lost sales, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Octave has been advised of the possibility of damages.
13.2 General Cap. Except as set forth below, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Octave under the applicable Order Form in the 12 months before the event giving rise to liability.
13.3 Enhanced Cap. Each party's total aggregate liability for claims arising from its breach of confidentiality obligations, data security obligations, or indemnification obligations will not exceed two times (2X) the fees paid or payable by Customer to Octave under the applicable Order Form in the 12 months before the event giving rise to liability.
13.4 Uncapped Claims. The foregoing caps do not apply to liability arising from a party's gross negligence, willful misconduct, fraud, or payment obligations.
13.5 Nature of Claims. The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14. Indemnification
14.1 Covered Claims. Each party will defend, indemnify, and hold harmless the other party, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from damages or costs awarded against the indemnified party and paid or payable to an unaffiliated third party (including reasonable attorneys' fees), that arise from or relate to any claim by an unaffiliated third party that (a) Customer has breached the "Usage Rules" Section (in the case of Customer as indemnifying party), or (b) the Services (in the case of Octave as indemnifying party) infringes, violates, or misappropriates any intellectual property or proprietary right of such third party.
14.2 Procedures. The indemnifying party's obligations in this Section are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party's obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim's investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim without the indemnified party's prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Octave is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
14.3 Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Octave determines necessary to avoid material liability, Octave may: (a) procure rights for Customer's continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement, without reducing the Service's overall functionality or (c) terminate the affected Order Form and refund to Customer any prepaid, unused fees for the terminated portion of the Order Form Term.
14.4 Exceptions. Octave's obligations in this Section do not apply to claims resulting from (a) modification or unauthorized use of the Service, (b) use of the Service in combination with items not provided by Octave, including Third-Party Platforms or (c) Octave Software other than the most recent release, if Octave made available (at no additional charge) a newer release that would avoid infringement.
14.5 Exclusive Remedy. This Section sets out the indemnified party's exclusive remedy and the indemnifying party's sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section.
15. Confidentiality
15.1 Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser's prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
15.2 Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Octave, the subcontractors referenced herein), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Law. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser's expense, to obtain confidential treatment for the Confidential Information.
15.3 Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
15.4 Remedies. Breach of this Section may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.
16. Publicity
During the Order Form Term, Octave may include Customer's name and logo in its online and offline marketing materials, including its website, customer lists, pitch decks and presentations, to identify Customer as a customer of the Services. Octave will use Customer's logo in accordance with any reasonable brand guidelines that Customer provides and will promptly cease any particular use upon Customer's written request if Customer reasonably objects to that use.
17. Trials and Betas
Use of Trials and Betas is permitted only for Customer's internal evaluation during the period designated by Octave on the Order Form (or if not designated, 30 days). Either party may terminate Customer's use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Octave offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.
18. General Terms
18.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party's merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
18.2 Governing Law and Courts. This Agreement and any dispute or claim arising out of or relating to it, or its subject matter or formation, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, for all such disputes or claims, and waive any objection to such courts based on inconvenient forum or lack of personal jurisdiction.
18.3 Notices. Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the addresses specified by Octave and Customer and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery service or (4) upon delivery if by email. Octave and Customer will each initially specify their notice address through the Order Form process (or, in the case of Octave, in the Order Form) and either party may update its address with notice to the other. Octave may also send operational notices through the Service.
18.4 Entire Agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. Excluding Order Forms, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. An Order Form may not modify any other part of this Agreement unless the Order Form specifically identifies the provisions that it supersedes. Any amendments to this Agreement must be in writing and signed by each party's authorized representatives (an "Amendment"). With notice to Customer, Octave may modify the Acceptable Use Policy, Security Measures, SLA or Support Policy to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Octave's overall obligations during a Order Form Term.
18.5 Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
18.6 Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Service for 15 or more consecutive days, either party may terminate the affected Order Form(s) upon notice to the other and Octave will refund to Customer any prepaid, unused fees for the terminated portion of the Order Form Term. However, this Section does not limit Customer's obligations to pay fees owed.
18.7 Relationship of the Parties. The parties are independent contractors, not agents, partners or joint venturers. Octave may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Octave remains responsible for each subcontractor's compliance with this Agreement and for Octave's overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA. There are no third-party beneficiaries to this Agreement.
18.8 Open Source. Octave Software distributed to Customer (if any) may include third-party open source software ("Open Source") as listed in the Documentation or by Octave upon request. Customer acknowledges that its license to use any Open Source will be the Open Source license applicable to such code and not the license to Octave Software set forth above to the extent required by such Open Source license.
18.9 Export. Each party (a) will comply with all export and import Laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country. Customer will not submit to the Service any data controlled under the U.S. International Traffic in Arms Regulations.
18.10 Government Rights. To the extent applicable, the Service is "commercial computer software" or a "commercial item" for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Service is governed solely by the terms of this Agreement, and all other use is prohibited.
19. Definitions
"Affiliate" means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity's management.
"Aggregated De-Identified Data" means data submitted to, collected by, or generated by Octave in connection with Customer's use of the Services, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
"Attachments" means any AUP, Security Measures, SLA, Support Policy or other policies specified in the Order Form.
"Service" means Octave's proprietary software as a service (SaaS) or cloud service as identified in the applicable Order Form. The Service includes the Octave Software and Documentation but not Professional Services deliverables or Third-Party Platforms.
"Confidential Information" means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as "confidential" or "proprietary" or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Octave's Confidential Information includes technical or performance information about the Service, and Customer's Confidential Information includes Customer Data.
"Customer" means the party identified as "Customer" in the applicable Order Form.
"Customer Data" means any data, content or materials that Customer (including its Users) submits to its Service accounts, including from Third-Party Platforms.
"Customer Materials" means materials and resources that Customer makes available to Octave in connection with Professional Services.
"Documentation" means Octave's standard usage documentation for the Service.
"Force Majeure" means an unforeseen event beyond a party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects.
"High-Risk Activities" means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
"Laws" means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
"Order Form" means an ordering document, online order, checkout flow, quote, statement of work, or other ordering process accepted by Customer that identifies the Services, fees, subscription term, usage limits, and other applicable commercial terms, and that references or incorporates this Agreement.
"Professional Services" means training, migration or other professional services that Octave furnishes to Customer related to the Service.
"Octave" means the party providing the Service.
"Octave Software" means any proprietary apps or software that Octave distributes to Customer as part of the Service.
"Sensitive Data" means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver's license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation.
"Statement of Work" means a statement of work for Professional Services that is signed by the parties and references this Agreement.
"Order Form Term" means the term for a subscription to a product/service as identified in the Order Form.
"Third-Party Platform" means any product, add-on or platform not provided by Octave that Customer uses with the Service.
"Trials and Betas" mean access to the Service on a free or trial basis or to particular features designated by Octave as "beta" or "early access".
"Usage Data" means Octave's technical logs, data and learnings about Customer's use of the Service, but excluding Customer Data.
"User" means anyone that Customer allows to use its accounts for the Service, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement, the Documentation or an Order Form.
"Virus" means viruses, malicious code or similar harmful materials.