These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between your enterprise entity ("Customer," "you," or "your") and OCTA ("Company," "we," "us," or "our"). This Agreement governs your access to, integration with, and utilization of the OCTA project delivery intelligence platform, predictive analytics engine, and all associated enterprise software services (collectively, the "Services").

By executing an Order Form that references these Terms, authenticating into the platform, or otherwise accessing the Services, you acknowledge that you have comprehensively reviewed, understood, and agree to be bound by these provisions. You represent and warrant that you possess the requisite legal authority to bind your organization to these Terms.

1. Provision and Scope of Services

OCTA shall provision access to our cloud-based project intelligence platform in strict accordance with the user seats, feature tiers, and operational specifications outlined in your governing Order Form. We commit to maintaining service availability in alignment with our specified Enterprise Service Level Agreement (SLA). We reserve the right to deploy updates, security patches, and feature enhancements to the Services without prior notice, provided such modifications do not materially degrade the core functionality utilized by your organization.

2. Authorization, Authentication, and Identity Management

Access to dedicated enterprise workspaces requires authorized provisioning. Your organization maintains sole responsibility for identity lifecycle management, including:

• Ensuring the accuracy, validity, and necessity of user identities provisioned within your tenant environment.
• Configuring, enforcing, and maintaining your organizational Identity Provider (IdP) settings and SAML/SSO integrations accurately.
• Safeguarding the confidentiality of any API tokens, Service Accounts, cryptographic keys, or administrative credentials generated through the platform.
• Immediately reporting any identified or reasonably suspected unauthorized access, credential compromise, or security breach affecting your dedicated workspace instance.

While OCTA employs a Zero Trust Architecture framework internally, the integrity of your internal access controls and endpoint security remains your organizational responsibility.

3. Acceptable Use Criteria and Restrictions

Your utilization of the Services must strictly adhere to authorized enterprise operations and applicable law. Authorized users are explicitly prohibited from engaging in the following activities:

• Executing unapproved penetration testing, vulnerability scanning, dynamic application security testing (DAST), or load testing against OCTA infrastructure without prior written consent.
• Attempting to bypass authentication mechanisms, circumvent tenant isolation protocols, or exceed API rate-limiting controls.
• Utilizing the Services for the transmission, processing, or storage of malicious code (malware, ransomware), unauthorized materials, or sensitive data violating regulatory frameworks (e.g., PCI-DSS, HIPAA) unless explicitly covered by a specialized Business Associate Agreement or similar addendum.
• Reverse-engineering, decompiling, disassembling, or attempting to extract proprietary algorithms, source code, or predictive models from the platform.
• Sub-licensing, reselling, syndicating, or exposing platform functionality to unauthorized third parties or operating as a service bureau.

4. Proprietary Rights and Data Ownership

4.1 OCTA Intellectual Property

The Services, including the underlying architecture, predictive analytical models, interface design, machine learning algorithms, and all proprietary documentation, remain the exclusive intellectual property of OCTA, protected under applicable domestic and international copyright, patent, and trade secret jurisprudence.

4.2 Customer Data Ownership and Licensing

Your organization retains total ownership, title, and all intellectual property rights concerning all data, code repositories, performance matrices, and metadata ingested or processed via the Services ("Customer Data"). Your organization grants OCTA a restricted, worldwide, royalty-free license to host, process, and transmit Customer Data strictly for the purpose of fulfilling our operational obligations to your enterprise, resolving support requests, and improving the core predictive models (in an aggregated, anonymized format only).

5. Information Security, Privacy, and Compliance

OCTA is committed to maintaining rigorous, enterprise-grade security standards. We guarantee logical tenant isolation and implement robust cryptographic protocols (including AES-256 for data at rest and TLS 1.3+ for data in transit). The processing of identifiable metrics and personal data is further governed by our comprehensive Privacy Policy and any mutually executed Data Processing Addendum (DPA), ensuring compliance with GDPR, CCPA, and equivalent global privacy frameworks.

6. Limitation of Liability and Indemnification

To the maximum extent permitted by applicable law, and except in cases involving gross negligence, willful misconduct, or a breach of confidentiality obligations, neither party shall be liable for indirect, consequential, punitive, incidental, or special damages (including loss of profits, data, or business interruption) arising from this agreement. Each party's total cumulative liability arising out of or related to this Agreement shall not exceed the total subscription fees paid by your organization for the Services during the twelve (12) months immediately preceding the incident giving rise to the claim.

7. Duration, Renewal, and Termination Procedures

This Agreement remains active for the initial Subscription Term specified in your Order Form. Unless otherwise stated, subscriptions will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term. Upon termination for any reason, OCTA will initiate automated, cryptographic data destruction protocols in compliance with our enterprise retention policies, ensuring the complete and unrecoverable eradication of your Customer Data from our active infrastructure within standard processing windows.

8. Contractual Modifications

OCTA reserves the right to periodically amend these Terms to reflect changes in our Services, operational practices, or legal requirements. We shall provide a minimum of thirty (30) days formal written notice (via email or platform notification) to your designated administrative contacts prior to enforcing material modifications. Your continued utilization of the Services following this notice period constitutes your acceptance of the revised Terms.

9. Governing Law and Legal Contact Information

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For formal legal inquiries, sub-processor notifications, compliance requests, or notices required under this Agreement, please direct correspondence to our corporate counsel at info@octaverse.live.