Terms of Service — OCTER.AI

These Terms of Service (the “Terms”) form a legally binding agreement between you (“you,” “your,” or the “User”) and OCTER.AI, Inc. and its affiliates (“Octer.ai,” “we,” “us,” or “our”) governing your access to and use of the Octer.ai websites, applications, Agent-native interface, Auto-Task automation features, APIs, and all related products and services (collectively, the “Services”). By creating an account, accessing, or using the Services, you represent that you have read, understood, and irrevocably agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

Important Notices: These Terms contain (i) a binding individual arbitration clause and a class-action waiver, (ii) a broad limitation of liability in Octer.ai’s favor, (iii) unilateral modification rights exercisable by Octer.ai, and (iv) an irrevocable license to Customer Content necessary to operate the Services. Please read each section carefully.

1Eligibility & Account Registration

Minimum Age: You must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) to use the Services. Accounts created by minors are void ab initio.
Accurate Information: You agree to provide true, complete, and current registration information, and to promptly update it. Providing false information is a material breach and grounds for immediate termination.
Account Security: You are solely responsible for all activity occurring under your credentials, API keys, and OAuth tokens — whether authorized by you or not. Octer.ai bears no liability for losses arising from compromised credentials you failed to protect.
One Account: You may not operate multiple accounts to circumvent usage limits, trials, or suspensions. We reserve the right to merge or terminate duplicate accounts at our sole discretion.

2License to the Services

Subject to your continuous compliance with these Terms, Octer.ai grants you a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license to access and use the Services solely for your internal business or personal purposes. This license automatically terminates upon any breach of these Terms and may be revoked by Octer.ai at any time, for any reason, without notice.

All rights not expressly granted are reserved by Octer.ai. No implied license, estoppel, or other right is granted by these Terms.

3Acceptable Use & Prohibited Conduct

You agree that you will not, and will not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to derive the source code, model weights, prompts, or underlying architecture of the Services;
Use the Services to develop, train, benchmark, or improve any competing product, large language model, agent framework, or machine-learning system;
Scrape, crawl, harvest, or otherwise systematically extract outputs, prompts, or metadata from the Services except through officially documented APIs under an active paid plan;
Circumvent, disable, or interfere with rate limits, access controls, authentication, filtering, or security features;
Upload, generate, or transmit content that is unlawful, infringing, defamatory, obscene, discriminatory, harassing, or that violates any third party’s rights;
Use the Services to generate or distribute malware, phishing content, spam, CSAM, deepfake sexual content, or material facilitating violence, terrorism, or critical-infrastructure attacks;
Use the Services for high-risk purposes that require fail-safe performance, including medical diagnosis, legal advice, financial trading decisions, safety-critical industrial control, or autonomous physical systems, unless you have entered into a separate written enterprise agreement with Octer.ai expressly permitting such use;
Resell, rent, lease, or white-label the Services, or expose the Services as a standalone offering to third parties, without a prior written reseller agreement;
Misrepresent outputs as human-created where applicable law or platform policy requires disclosure of AI generation;
Submit prompts, files, or instructions designed to jailbreak, prompt-inject, exfiltrate training data, or otherwise cause the Services to violate these Terms or the law.

Zero-Tolerance: Violations of this Section 3 are grounds for immediate, irrevocable termination without refund, forfeiture of unused credits, and referral to law-enforcement or platform authorities where applicable.

4Customer Content & License Grant

Ownership: As between you and Octer.ai, you retain ownership of any content, prompts, files, data, and credentials you submit (“Customer Content”). You are solely responsible for Customer Content and for your legal right to submit it.
License to Octer.ai: You grant Octer.ai and its sub-processors a worldwide, royalty-free, fully-paid, non-exclusive, sublicensable, transferable license to host, copy, transmit, modify, create derivative works of, and process Customer Content solely to the extent necessary to operate, secure, debug, and improve the Services, comply with law, and enforce these Terms. This license survives termination only as required for legitimate retention purposes.
Feedback: Any feedback, suggestions, or feature requests you submit are deemed non-confidential and are hereby irrevocably assigned to Octer.ai, which may exploit them without restriction or compensation.
Model Training: Whether Customer Content may be used to improve Octer.ai’s models is governed by the Privacy & Security Policy, including the regional opt-in / opt-out rules stated there.

5AI Outputs & No Warranty of Accuracy

Nature of Outputs: The Services use probabilistic machine-learning models. Outputs may be inaccurate, incomplete, biased, offensive, or out-of-date, and different users may receive similar or identical outputs for similar inputs.
No Uniqueness: Octer.ai does not guarantee that any output is unique, non-infringing, original, or fit for any particular purpose. You are responsible for independently verifying all outputs before relying on them.
Assignment of Output Rights: To the extent Octer.ai has any right, title, or interest in outputs generated specifically for your account, Octer.ai assigns such rights to you, subject to (i) your continued compliance with these Terms, and (ii) Octer.ai’s retained right to generate similar outputs for other users.
Auto-Task Execution: When you authorize Auto-Task automations to act on your behalf (e.g., posting to connected social accounts, sending emails, executing code), you — not Octer.ai — are the legal actor. You assume full responsibility for all resulting actions and outcomes.

6Third-Party Services & Integrations

The Services interoperate with third-party platforms (including, without limitation, Instagram, Facebook, TikTok, X, GitHub, Notion, and LLM providers). Your use of any third-party service is governed by that provider’s own terms. Octer.ai is not a party to, and assumes no responsibility for, third-party services, including any downtime, data loss, policy changes, account suspension, or modification of APIs or rate limits. We may discontinue any integration at any time without liability.

7Fees, Billing & Non-Refund Policy

One-Time Purchases & Credits: Paid plans and credit packages are sold as one-time purchases at the price disclosed at checkout, and the credits delivered thereunder are non-transferable consumption units used solely to access the Services rather than a stored-value balance. Fees are quoted exclusive of taxes, which you are responsible for. Octer.ai does not currently offer recurring or auto-renewing subscriptions.
Delivery & Crediting Timeframe: Once your payment is successfully received and verified, the corresponding membership benefits, credits, tokens, or other entitlements will be credited to your account within one (1) hour. If, due to technical issues, third-party payment-channel delays, or risk-control review, the entitlements have not been credited within this period, please contact [email protected] with your order number and payment proof, and we will investigate and remediate as soon as reasonably practicable. The one-hour timeframe shall be tolled during any period of force majeure, scheduled maintenance, or payment-channel/bank settlement holds outside Octer.ai’s control.
No Auto-Renewal: Paid plans and credits do not automatically renew. Upon expiry of the validity period or exhaustion of the purchased credits, the corresponding benefits will simply cease, and no fees will be charged to your payment method without a new, explicit purchase initiated by you. Octer.ai reserves the right to introduce optional auto-renewing subscription plans in the future, in which case any such plan will require your separate, affirmative consent at the time of purchase.
No Refunds: Except where required by non-waivable law, all fees are final and non-refundable. Unused credits, compute time, or tokens expire and carry no cash value.
Price Changes: We may modify pricing at any time with at least 14 days’ notice; continued use after the effective date constitutes acceptance.
Chargebacks: Initiating a chargeback or payment dispute without first contacting [email protected] is a material breach and may result in immediate suspension and collection costs.
Taxes & Withholding: You are responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes. Amounts owed to Octer.ai shall be paid free and clear of any deduction.

8Intellectual Property

The Services, including all software, models, interfaces, designs, text, graphics, and trademarks, are and shall remain the exclusive property of Octer.ai and its licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual-property laws. You receive no ownership rights under these Terms. “OCTER,” “OCTER.AI,” the Octer logo, and related marks are trademarks of Octer.ai; you may not use them without prior written consent.

9Suspension & Termination

By Octer.ai: We may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, for any reason or no reason, with or without notice, including but not limited to suspected breach, security risk, legal requirement, or discontinuation of the Services.
Effect of Termination: Upon termination: (i) all licenses granted to you cease immediately; (ii) you must stop using the Services; (iii) unused fees and credits are forfeited; and (iv) Octer.ai may delete your Customer Content after any legally required retention period.
Survival: Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, and 16 survive termination.

10Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCTER.AI AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, TITLE, QUIET ENJOYMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OBTAINED FROM OCTER.AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

11Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Excluded Damages. IN NO EVENT SHALL OCTER.AI, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, BUSINESS INTERRUPTION, OR SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Cap. OCTER.AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) US$100 OR (B) THE AMOUNTS YOU ACTUALLY PAID TO OCTER.AI FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THIS ALLOCATION OF RISK AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

12Indemnification

You shall defend, indemnify, and hold harmless Octer.ai, its affiliates, and their respective officers, directors, employees, contractors, agents, and licensors from and against any and all claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your Customer Content; (ii) your use of the Services; (iii) your violation of these Terms, applicable law, or any third-party right; (iv) actions executed by Auto-Tasks on your behalf; or (v) any dispute between you and a third party. Octer.ai may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you shall cooperate fully at your expense.

13Governing Law, Arbitration & Class-Action Waiver

Governing Law. These Terms are governed by the laws of the mainland of the People’s Republic of China (excluding, for the purposes of these Terms, Hong Kong SAR, Macau SAR, and Taiwan), without regard to conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its arbitration rules then in force. The seat of arbitration shall be Beijing, the People’s Republic of China, the arbitration shall be conducted in Chinese by a sole arbitrator, and the arbitral award shall be final and binding upon both parties.
No Collective Proceedings. Each dispute shall be resolved on an individual basis. Neither party may consolidate claims of multiple users into a single proceeding, and the arbitrator may not preside over any form of representative or joint proceeding, except as otherwise required by applicable law of the People’s Republic of China.
Interim Measures. Notwithstanding the arbitration clause above, Octer.ai may apply to a competent People’s Court of the People’s Republic of China for property preservation, act preservation, or evidence preservation measures, or to the arbitral tribunal for interim measures, to protect its intellectual property, confidential information, or Services infrastructure.
Limitation Period. Any Dispute shall be subject to the statutory limitation period under the laws of the People’s Republic of China (generally three (3) years from the date on which the right-holder knew or should have known that its rights were infringed and the obligor).

14Export Controls & Sanctions

You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions imposed by the People’s Republic of China, the United Nations, the United States, the European Union, or the United Kingdom, and you are not on any restricted-party list maintained by any of the foregoing. You agree not to export, re-export, or transfer the Services in violation of any applicable trade-control laws, including the Export Control Law of the People’s Republic of China and the PRC Anti-Foreign-Sanctions Law.

15Modifications to the Services & Terms

Service Changes: Octer.ai may, at its sole discretion and without liability, modify, suspend, add to, or discontinue any feature, API, model, or portion of the Services at any time.
Terms Changes: We may revise these Terms at any time by posting an updated version. Material changes take effect 14 days after posting (or such shorter period as required by law or emergency). Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you must stop using the Services.

16General Provisions

Entire Agreement: These Terms, together with the Privacy & Security Policy and any order form or DPA, constitute the entire agreement between you and Octer.ai and supersede all prior agreements.
Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force; the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
No Waiver: Octer.ai’s failure to enforce any right is not a waiver of that right.
Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Octer.ai’s prior written consent; any attempted assignment is void. Octer.ai may assign these Terms freely.
Force Majeure: Octer.ai is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, power failures, Internet disruptions, third-party service failures, cyber-attacks, or governmental action.
Relationship: The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship.
Notices: Notices to Octer.ai must be sent to [email protected]. Notices to you may be given via in-app notification or to the email address on file.
Language: These Terms are drafted in English, which is the controlling language. Any translation is provided for convenience only.

17Contact

For questions about these Terms:

Shanghai Star Octopus Intelligent Technology Co., Ltd.
9F, No. 583 Lingling Road, Xuhui District, Shanghai, People’s Republic of China

[email protected]

Acknowledgement: By registering, logging in, paying for, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including the arbitration, class-action waiver, limitation of liability, and indemnification provisions above.