TERMS OF SERVICE

These Terms of Service (“Terms”) form a legal agreement between you (whether an individual or a legal entity, “You” or “Customer”) and Roman Nuzhdin, operating under the brand “Octoix,” as a Spanish sole proprietor (autónomo) with a principal place of business at Avenida Prat de la Riba, 37, Piso 1, Puerta 1, 43001 Tarragona, Catalonia, Spain (“Octoix,” “we,” “us,” or “our”). These Terms govern Your access to and use of Octoix’s software-as-a-service analytics platform and related services, including any associated websites, dashboards, documentation, and support (collectively, the “Service”).

By accessing or using the Service, or by clicking “I AGREE,” you represent that (1) you have the legal authority to bind yourself and/or the entity you represent to these Terms; (2) you are at least 18 years old; and (3) you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

Your use of the Service is also subject to our Privacy Policy and, where applicable, our Data Processing Addendum (DPA). These documents are incorporated by reference into these Terms. In the event of a conflict, the order of precedence is set forth in Section 12.4 below.

1. Definitions

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than 50% of the shares or interests entitled to vote for the election of directors or other managing authority.

1.2. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to business plans, technical information, and Your Data.

1.3. “Your Data” means all data, information, text, logos, images, and any other materials that You provide, upload, connect to, or submit into the Service.

1.4. “Aggregate Data” means de-identified, anonymous data derived from Your Data or Your use of the Service, combined with other data, that does not identify You or any Data Subject.

1.5. “Usage Data” means analytics, metrics, and other data regarding Your and Your Users’ use of the Service, including performance metrics and feature usage.

1.6. “Users” means individuals authorized by You to use the Service on Your behalf, such as employees, contractors, or agents.

2. License and Access

2.1. License Grant
Subject to Your compliance with these Terms and payment of all applicable fees, Octoix grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Your internal business purposes during the applicable subscription term.

2.2. Restrictions
You shall not:
(a) rent, lease, sell, redistribute, assign, sublicense, or otherwise transfer the Service;
(b) copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Service except to the extent permitted by law;
(c) use the Service in any manner that violates applicable laws or infringes any third-party rights;
(d) use the Service to store or transmit malicious code; or
(e) use the Service beyond the scope of the license granted herein.

2.3. Your Responsibilities
You are responsible for:
(a) maintaining the security of Your account credentials and any User accounts;
(b) all activity occurring under Your and Your Users’ accounts; and
(c) ensuring that You have all necessary rights and permissions to submit Your Data to the Service. You shall notify Octoix promptly of any unauthorized access or breach of security.

2.4. Account Types
Octoix offers two primary types of accounts under the Service:

  • Solo Account (“Solo”): You may connect only one (1) advertising profile per connector (e.g., 1 Google Ads account per Google Ads connector).

  • Agency Account (“Agency”): You may connect and manage up to ten (10) distinct clients within Your Agency plan. Each of those clients may use one (1) advertising account per connector.

3. Your Data

3.1. Ownership
As between Octoix and You, You retain all ownership rights to Your Data. Octoix does not claim ownership of Your Data.

3.2. License to Octoix
You grant Octoix a worldwide, royalty-free, non-exclusive right and license to host, copy, process, transmit, display, and use Your Data as necessary to (a) provide the Service to You; (b) improve the Service; and (c) develop new features.

3.3. Aggregate & Usage Data
Octoix may use Aggregate Data and Usage Data for any lawful purpose, including to enhance and improve the Service. Octoix will not use Aggregate Data or Usage Data in a manner that identifies You or any individual Data Subject.

3.4. Backups & Data Preservation
You are responsible for maintaining backups of Your Data. Octoix may, in its discretion, provide certain backup or restoration features, but Octoix does not guarantee that Your Data will be recoverable in the event of data loss.

3.5. Compliance
You represent and warrant that You have obtained all consents and authorizations, and have all rights necessary, for the submission and use of Your Data within the Service, and that Your Data does not violate any applicable law or infringe upon any third-party rights.

4. Intellectual Property

4.1. Octoix IP
Octoix or its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights. Except as explicitly granted in these Terms, no license or right is granted to You under any intellectual property right of Octoix.

4.2. Feedback
If You or Your Users provide feedback, comments, or suggestions about the Service, Octoix may use such feedback without restriction or obligation to You, and You hereby assign all right, title, and interest in and to such feedback to Octoix.

5. Confidentiality

5.1. Obligations
The Receiving Party shall:
(a) use the Disclosing Party’s Confidential Information only for purposes of fulfilling obligations or exercising rights under these Terms; and
(b) maintain the Disclosing Party’s Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2. Exceptions
Confidential Information does not include information that:
(a) is or becomes publicly available without breach of any obligation;
(b) was already lawfully known by the Receiving Party without confidentiality obligations;
(c) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
(d) is lawfully received from a third party without confidentiality obligations.

5.3. Compelled Disclosure
If the Receiving Party is required by law to disclose Confidential Information, it shall provide the Disclosing Party with notice (if legally permissible) and reasonable assistance in seeking a protective order or other appropriate remedy.

6. Privacy and Data Protection

6.1. Privacy Policy and DPA
Your use of the Service is subject to our Privacy Policy and, where applicable, our DPA.

6.2. Data Protection Compliance
Where required by applicable law, Octoix will maintain appropriate technical and organizational measures to protect Personal Data processed on Your behalf, and will assist You in fulfilling Your obligations under applicable data protection laws.

7. Fees and Payment

7.1. Fees
You agree to pay all fees specified in your subscription plan or order form in accordance with the billing terms specified therein. All fees are non-refundable unless otherwise agreed by Octoix in writing or as provided in Section 7.4 (Refund & Cancellation).

7.2. Taxes
You are responsible for all taxes, duties, and governmental assessments associated with Your use of the Service, excluding taxes on Octoix’s net income.

7.3. Late Payments
If Your payment is overdue, Octoix may suspend or terminate Your access to the Service until such amounts are paid in full.

7.4. Refund & Cancellation

  1. Service Commencement

    • The Service is deemed fully commenced at the moment You connect Your first connector (e.g., linking Your first advertising account). This triggers the creation of datasets, the retrieval of advertising data, and thereby actual resource usage and costs.

  2. B2C vs. B2B

    • B2C (Consumer) Customers:
      If You are a consumer covered by mandatory consumer protection laws (e.g., an EU consumer under Directive 2011/83/EU), You may have a statutory right to a “cooling-off” period of 14 days unless You begin actual usage of the Service (i.e., connect a connector and start pulling data). By connecting a connector within the 14-day window, You expressly agree that You lose the statutory right of withdrawal for services that have been fully performed or have begun with Your prior consent.

    • B2B (Business) Customers:
      If You are using the Service for business or commercial purposes (i.e., not as a consumer), no statutory refund or withdrawal right applies unless otherwise required by local law. Octoix reserves the right to deny refund requests for B2B accounts and may grant or deny such requests at its sole discretion.

  3. Refund Eligibility

    • Initial 14-Day Period (EU Consumers Only): If You are an EU consumer and have not begun using the Service (no connectors connected), You may request a refund within 14 days of initial payment. Once You connect a connector and data retrieval begins, the Service is considered utilized, and no statutory refund is available (unless We explicitly allow it in writing).

    • Usage Beyond Trial: In all other cases (including B2B or non-EU consumers), or once You have begun using the Service by connecting a connector, any refund requests are handled purely at Octoix’s discretion.

    • Chargebacks: If You initiate a chargeback via Your bank or payment provider, Octoix reserves the right to dispute such chargeback if the fees are valid under these Terms. Repeated or fraudulent chargebacks may result in account suspension or termination.

  4. Termination or Cancellation by Octoix

    • If Octoix terminates the Service or these Terms without cause, Octoix will provide a pro-rata refund for the remainder of the subscription term. No refund is due if termination is due to Your breach of these Terms.

  5. Local Law Provisions

    • Certain jurisdictions provide additional consumer protections or mandatory refund rights that cannot be waived by contract. In such cases, any conflicting portions of these Terms shall be superseded by applicable local law.

8. Warranties and Disclaimers

8.1. Mutual Warranties
Each party represents and warrants that it has the legal authority to enter into these Terms and to perform its obligations hereunder.

8.2. Service Warranty
Octoix warrants that during the subscription term, the Service will materially conform to the published documentation. If the Service fails to meet this warranty, Octoix will, at its option, use reasonable efforts to remedy any material defect or terminate the affected Service and provide a pro-rata refund.

8.3. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND OCTOIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OCTOIX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS.

9. Limitation of Liability

9.1. Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OCTOIX OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF OCTOIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCTOIX’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO OCTOIX FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

10.1. Your Indemnity
You shall defend, indemnify, and hold harmless Octoix, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Your Data or Your use of the Service in breach of these Terms or applicable law.

10.2. Octoix’s Indemnity
Octoix shall defend, indemnify, and hold You harmless from and against any third-party claim that the Service infringes a valid intellectual property right, provided that You (a) promptly notify Octoix in writing; (b) give Octoix sole control of the defense; and (c) provide reasonable cooperation. If the Service is found to infringe, Octoix may, at its option, procure the right for You to continue using it, modify it to make it non-infringing, or terminate Your use and provide a pro-rata refund. Octoix shall have no liability for any claims arising from Your modifications to the Service or use in combination with unauthorized systems.

11. Term and Termination

11.1. Term
These Terms remain in effect for as long as You have a valid subscription or continue to use the Service.

11.2. Termination for Breach
Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receipt of written notice. Octoix may terminate these Terms immediately if required by applicable law or if Your account is delinquent for more than thirty (30) days.

11.3. Effect of Termination
Upon termination, Your right to access and use the Service ceases. Octoix will delete or return Your Data in accordance with its retention policies and/or as required by applicable law. The following provisions survive termination: Sections 3.3, 4, 5, 8.3, 9, 10, 11.3, and 12.

12. General

12.1. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Spain, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in Spain.

12.2. Relationship of the Parties
The parties are independent contractors, and these Terms do not create any partnership, agency, joint venture, or employment relationship.

12.3. Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of these Terms will remain in full force and effect.

12.4. Order of Precedence
In the event of a conflict between these Terms, the Privacy Policy, the DPA, or any additional agreement, the following order of precedence applies:
(a) DPA (if applicable);
(b) Privacy Policy;
(c) these Terms; and
(d) any other additional agreements or documents.

12.5. Assignment
You may not assign or transfer these Terms without the prior written consent of Octoix, except in the event of a merger, acquisition, or sale of all or substantially all of Your assets. Octoix may assign these Terms without restriction.

12.6. Entire Agreement
These Terms, together with the Privacy Policy, DPA, and any applicable subscription agreement or order form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements.

12.7. No Waiver
Failure by either party to enforce any right or provision of these Terms shall not be deemed a waiver of future enforcement of that right or provision.

12.8. Notices
All legal notices to Octoix shall be in writing and sent to hello@octoix.com or the postal address above.

12.9. Force Majeure
Octoix shall not be liable for any failure or delay in performance under these Terms to the extent caused by events beyond its reasonable control.

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and represent that you have the authority to do so on behalf of the entity you represent.

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