Terms of Service

Modification Authority: Provider maintains the right to change this TOS from time to time by providing ten (10) days prior written notice before any changes become effective. This advance notice period ensures customers have adequate time to review proposed changes and understand their implications for ongoing business operations.

Acceptable Notification Methods: Oliv will communicate changes through multiple approved channels to ensure reliable delivery:

• Email Notification: Sent directly to the email address associated with your account
• Website Posting: Notice posted on the SaaS Platform website where the TOS is displayed
• Platform Notification: Direct notifications through the Oliv platform interface
• Other Reasonable Methods: Alternative notification approaches as determined appropriate by Provider

Change Implementation Timeline: The revised Terms of Service become effective exactly ten (10) days after notice is provided to customers. Continued use of the Solutions after this effective date constitutes automatic acceptance of the revised terms, creating a clear and predictable transition process that respects ongoing business relationships.

Most Current Version Access: Oliv maintains the most current version of the Terms of Service at https://oliv.ai/terms-of-service. Customers are encouraged to check this location periodically to stay informed about any modifications.

Protective Customer Options: When proposed changes are unacceptable to customers, several protective mechanisms safeguard their interests:

• Immediate Objection Right: Customers may notify Provider promptly in writing of their objection to the new TOS terms
• Negotiation Opportunity: If Provider does not agree to exclude the objectionable modified terms following a customer objection, both parties can engage in good-faith negotiations
• Transition Period Protection: When customers object to changes and no agreement can be reached, the prior TOS will continue to apply through the end of the current Order term
• Controlled Implementation: Updated TOS terms will only take effect starting on the next renewal date rather than immediately

Business Continuity Assurance: The modification process is specifically designed to protect ongoing business relationships and prevent operational disruptions.

Provider grants customers a non-exclusive, non-transferable, non-sublicensable right and license to access and use the SaaS Software during the subscription period specified in your Order. This license is subject to the terms of the TOS, Documentation, and individual Order requirements. Customers must not exceed the volume usage metrics specified in their Order, ensuring fair resource allocation and system performance.

Customer usage is subject to comprehensive restrictions designed to protect Oliv's intellectual property and ensure platform security. Prohibited activities include:

• Usage Beyond Scope: Using software beyond authorized scope or on behalf of unauthorized third parties
• Reverse Engineering: Attempting to discover, expose, or recreate source code, algorithms, or underlying structure
• Content Violations: Uploading deceptive, defamatory, obscene, pornographic, or unlawful material
• Security Circumvention: Attempting to disable, evade, or interfere with security features or content filters
• Competitive Analysis: Using software to build competitive products or publish benchmarking analyses

Provider offers Professional Services including training, implementation, and consulting services when specifically outlined in an Order. These services complement the SaaS software and provide customized support for successful platform adoption and optimization.

Customers bear full responsibility for maintaining confidential identification codes and passwords while restricting access to authorized Users only. Key obligations include:

• Keeping login credentials confidential and secure
• Preventing unauthorized access by non-authorized personnel
• Taking responsibility for all data entered, transmitted, or processed through customer accounts
• Immediately notifying Provider of suspected security breaches

Provider reserves the right to temporarily suspend accounts during actual or suspected security breaches, with efforts to provide prior notice and restore access quickly.

Customers must fulfill essential technical and operational responsibilities:

• Infrastructure: Providing necessary computer systems, servers, networks, and software for platform connectivity
• Data Integrity: Ensuring accuracy and integrity of Customer Data while maintaining proper backups
• Legal Compliance: Obtaining necessary licenses, consents, and permissions for data usage, including rights to integrate with Third-Party Services
• Data Management: Taking responsibility for all changes to or deletions of Customer Data, with export capabilities available through account managers

The purchasing process requires parties to enter into specific Orders that serve as binding commitments for particular Solutions. Each Order functions as a detailed service specification document that must include:

• Solution Descriptions: Comprehensive details of the specific SaaS Software and Professional Services being purchased
• Quantities and Metrics: Exact volume usage metrics and user counts to prevent overage charges
• Licensed Entities: Identification of specific organizations authorized to use the Solutions
• Fee Structure: Detailed breakdown of all costs, including subscription fees, implementation costs, and any variable pricing components
• Subscription Terms: Initial contract duration, automatic renewal periods, and termination notice requirements

Payment Obligations: Customers must pay all fees specified in their Orders according to the agreed invoicing schedule and payment terms.

Professional Services Expenses: Customers are responsible for reasonable and necessary travel expenses incurred in connection with Professional Services, but only when such expenses receive prior written approval from the Customer.

Tax Responsibility Structure:

• Customer Tax Obligations: Customers bear responsibility for all taxes related to their use and purchase of Solutions, including excise taxes, value-added taxes, contractor taxes, and withholding taxes
• Provider Tax Exclusions: Provider remains responsible only for taxes based on its own income
• Withholding Tax Protection: When Customer must withhold fees for tax payments under applicable law, Customer must "gross up" the payment amount to ensure Provider receives the full intended fee amount

Payment Enforcement: Late fees accrue at 1% per month (or maximum allowed by law if lower) on unpaid amounts not subject to good faith disputes.

Provider Ownership: Provider retains complete ownership of all Provider Property and associated protectable Intellectual Property Rights. This includes the SaaS Software, platform infrastructure, algorithms, methodologies, and all proprietary technologies developed independently.

Customer Ownership: Customer maintains full ownership of Customer Data and any protectable Intellectual Property Rights therein. Any Customer Data created during Solution performance is considered a "work made for hire" under applicable copyright laws.

Work Made for Hire Provisions: Provider expressly assigns to Customer all rights, title, and interest in Customer Data created as work for hire, including any associated Intellectual Property Rights.

Customer grants Provider a non-exclusive, royalty-free, worldwide license to use Customer Data solely for:

• Service Delivery: Providing the Solutions as specified in Orders
• Usage Analytics: Collecting and creating Usage Data for performance tracking, support, and product improvements
• Machine Learning Development: Deriving learnings through various machine learning and model tuning exercises to modify, improve, monitor, and test the SaaS Software and Platform
• Derived Data Rights: Customer grants Provider perpetual, irrevocable, unlimited rights to use, process, publish, modify, distribute, and exploit Derived Data in aggregated and deidentified form

Provider grants Customer a non-exclusive, royalty-free, non-transferrable, non-sublicensable, worldwide, perpetual license to use Provider Property included in Professional Services deliverables solely for Customer's business purposes in connection with Solution usage.

Customer grants Provider perpetual, irrevocable, royalty-free rights to use any suggestions, ideas, enhancement requests, feedback, or recommendations related to the SaaS Software for improvement and enhancement purposes, provided Customer is not referenced in such use.

Provider Rights: Provider may use Customer's name and trademarks in customer lists (including websites, social media, and sales/marketing materials) in the same manner as other customers. All other public uses require prior written approval (email sufficient).

Customer Rights: Customer may use Provider trademarks and logos solely as approved by Provider. Both parties must comply with trademark usage guidelines provided by the trademark owner.

Permitted Use Scope: Each party must use Personal Data made available by the other party solely for TOS performance purposes as expressly provided in the agreement and Orders.

Customer Consent Responsibilities: Customer bears comprehensive responsibility for providing necessary privacy notices and obtaining legally valid consents from internal stakeholders and third-party data subjects.

Sensitive Data Restrictions: Unless otherwise agreed, Customer and Users are prohibited from uploading sensitive Personal Data to the SaaS Platform, including biometric data, protected health information, government identification numbers, passport numbers, or social security numbers.

When parties enter into a Data Protection Agreement (DPA), it becomes incorporated by reference into the main TOS. The limitations and exclusions of liability established in the primary TOS apply equally to the DPA, ensuring consistent legal protections across all data processing activities.

Comprehensive Security Framework: Each party must establish and maintain administrative, physical, and technical safeguards designed to guard against destruction, loss, or alteration of the other party's Confidential Information and Personal Data.

Required Security Measures:

• Information Security Programs: Administrative, physical, and technical security policies consistent with commercially reasonable industry practices
• Technical and Organizational Safeguards: Protection designed to prevent accidental, unlawful, or unauthorized access, use, destruction, loss, alteration, disclosure, transfer, or processing
• Risk-Appropriate Security: Security levels appropriate to the risks presented by processing activities and the nature of the information involved
• Cybersecurity Protections: Commercially reasonable measures to secure information systems against hackers and others who may seek unauthorized access

Corporate Authorization: Each party provides mutual warranties regarding full corporate authority to enter into and perform all obligations under the Terms of Service. This fundamental representation ensures that both Oliv and the Customer have:

• Complete corporate right, power, and authority to execute the agreement
• Full authorization to perform all contractual obligations
• Proper internal approvals and governance compliance
• Legal capacity to bind their respective organizations

Legal Compliance Framework: Both parties commit to comprehensive compliance with all applicable laws in connection with their respective performance obligations and rights under the agreement. This broad compliance requirement covers:

• Data Protection Laws: Including GDPR, CCPA, and other privacy regulations
• AI-Related Laws: Compliance with emerging artificial intelligence regulations
• Export Laws: Adherence to international trade and export restrictions
• Anti-Bribery Laws: Full compliance with corruption prevention requirements
• Industry-Specific Regulations: Applicable sector-specific legal requirements

Integration Capabilities: The SaaS Platform integrates with certain third-party websites and applications to enhance functionality and provide comprehensive business solutions.

Customer Responsibilities: Customer must enable each Third-Party Service integration, instruct Provider to share Customer Data with third-party providers, notify Third-Party Service providers about the integration, and maintain separate agreements with third-party providers.

Provider Limitations: Provider has no control over Third-Party Services operations, assumes no liability for third-party service performance, and third-party providers are not considered processors or subprocessors of Personal Data with respect to Provider.

"AS IS" Service Provision: Solutions provided "AS IS" and "AS AVAILABLE" without warranties, including no implied warranties of merchantability, fitness for particular purpose, or non-infringement. No guarantees regarding uninterrupted or error-free operation or report accuracy.

AI and Machine Learning Disclaimers: AI and machine learning technologies may produce incorrect, inaccurate, or offensive content. Use of SaaS Software is at Customer's sole risk. Customer is solely responsible for determining output appropriateness, making decisions based on AI-generated results, and ensuring compliance with all applicable laws and standards.

Internet and Third-Party Disclaimers: Provider disclaims all warranties and liability relating to Third-Party Services, internet delays, and electronic communication problems inherent in web-based platforms.

Intellectual Property Protection: Provider commits to defend, indemnify, and hold Customer harmless against third-party intellectual property infringement claims. Specific coverage includes:

• Patent Infringement: U.S. patent violations by the SaaS Software
• Copyright Violations: Worldwide copyright infringement claims
• Trade Secret Misappropriation: Unauthorized use of proprietary information
• Legal Process Defense: Protection against subpoenas, orders, depositions, and interrogatories

Coverage Exclusions: Provider's indemnification does not apply when claims arise from Customer's unauthorized use of SaaS Software, Customer Data content or accuracy issues, or Third-Party Services integration problems.

Remedial Options: Upon infringement claims, Provider may choose to procure licensing rights, provide non-infringing alternatives, or terminate affected Order and provide pro-rata refund if other options aren't commercially feasible.

Customer Data and Usage Protection: Customer must defend, indemnify, and hold Provider harmless against specific categories of third-party claims:

• Customer Data Claims: Intellectual property violations and rights violations related to Customer Data
• Data Protection Violations: Claims under applicable Data Protection Laws
• User Claims: Legal actions brought by Customer's own Users
• Third-Party Services: Claims arising from Customer's use of integrated third-party applications
• Legal Compliance: Claims related to Customer's violation of applicable laws

Coverage includes reasonable attorneys' fees and related defense costs.

Structured Defense Management: The indemnification process follows established legal defense protocols:

• Defense Control: The indemnifying party has primary control over defense strategy and settlement negotiations
• Participation Rights: The indemnified party retains the right to participate in defense activities at their own expense
• Notice Requirements: Indemnified parties must provide prompt notice of any claims requiring indemnification coverage
• Cooperation Obligations: Indemnified parties must reasonably cooperate in defense activities, with expenses covered by the indemnifying party

Comprehensive IP Protection: The indemnification provisions represent Customer's sole remedies and Provider's sole liability for intellectual property infringement claims. This exclusivity ensures clear legal remedy boundaries, predictable liability frameworks, elimination of overlapping legal theories, and streamlined dispute resolution for infringement matters.

Maximum Liability Cap: Provider's total aggregate liability is strictly limited to specific financial boundaries regardless of the legal theory underlying any claim.

Calculation Framework: Maximum liability equals the pro-rated total amount of fees paid and payable by Customer to Provider under the specific Order giving rise to the claim, calculated over the twelve (12) month period immediately preceding the event that triggered the liability.

Broad Application Scope: The limitation applies to all theories of liability including contractual claims, tort claims, statutory claims, and other legal theories.

Temporal Protection: The twelve-month calculation period provides predictable financial exposure while ensuring the liability cap reflects recent business relationship value rather than total historical payments.

Comprehensive Damage Exclusions: Both parties are protected from extensive categories of indirect and consequential damages, with specific exceptions for critical business areas.

Protected Damage Categories: Neither party bears liability for indirect, incidental, special, consequential, exemplary/punitive damages, lost revenues and profits, business loss, or software/data loss.

Critical Exception Areas: Liability exclusions do not apply to claims involving:

• Confidentiality Breaches: Violations of data privacy and confidentiality obligations
• Security Violations: Breaches of data protection and security requirements
• Data Protection Violations: Claims under privacy laws and related agreements
• Indemnification Obligations: Required third-party claim protection
• License Restriction Violations: Customer breaches of usage limitations
• Fee Payment Obligations: Customer's duty to pay agreed-upon fees per Orders

Agreement Duration: This TOS remains in effect as long as any Order is active, creating a continuous legal framework that supports ongoing business relationships. The Term continues until terminated by either party according to the specific termination procedures outlined in the agreement.

No-Order Termination: When no active Orders exist, either party may terminate the TOS for any reason by providing written notice to the other party.

Order Stability: Unless expressly agreed otherwise, each Order remains in effect for the full term stated in that specific Order and cannot be cancelled or terminated except under the specific breach conditions outlined in this section.

Breach-Based Termination Process:

• Material Breach Requirement: Termination only permitted for material breaches of the Order or related TOS provisions
• Cure Period Protection: Breaching party receives thirty (30) days to cure the material breach after receiving written notice
• Whole Order Termination: Orders may only be terminated in whole, not in part
• Notice Requirements: Non-breaching party must provide detailed written notice specifying the breach and required corrective actions

Payment-Based Suspension Authority: Provider reserves the right to suspend Solution provision without terminating the entire TOS when undisputed fees remain unpaid beyond due dates.

Suspension Process:

• 30-Day Notice Period: Provider must provide thirty days' advance notice of payment default
• Cure Opportunity: Customer has the full notice period to cure the payment default
• Non-Termination: Suspension preserves the underlying legal relationship while protecting Provider's revenue interests

Data Deletion Timeline: Provider commits to delete all Customer Data within 30 days following TOS termination or upon Customer's written request at any time during the relationship.

Archival Data Considerations: The parties acknowledge that complete deletion of system archival data may be impractical due to technical limitations. Such residual data remains subject to the confidentiality obligations established throughout the TOS.

Immediate Termination Consequences: Upon Order termination, several automatic effects take place:

• Service Cessation: Provider immediately ceases providing all Solutions specified in the terminated Order
• Confidential Information Management: Upon request, both parties must promptly and securely destroy all Confidential Information belonging to the other party
• Final Payment Obligations: Customer pays all fees owing under any Orders, with exceptions for termination for cause
• Survival Provisions: All terms intended to survive termination continue in effect

Delaware State Law Jurisdiction: This TOS operates under Delaware state internal laws without regard to conflict of laws principles, providing predictable legal interpretation and enforcement mechanisms.

Excluded Legal Frameworks:

• UN Sales Convention: The United Nations Convention on Contracts for the International Sale of Goods explicitly does not apply to any transactions under this TOS
• UCITA Exclusion: The Uniform Computer Information Transactions Act will not apply regardless of adoption timing or amendments under governing state laws

Assignment Restrictions: Neither party may assign the TOS or any rights/obligations without prior written consent, with specific exceptions for business succession scenarios.

Permitted Assignment Categories:

• Business Succession: Assignments allowed for mergers, asset sales, change of control, or operation of law
• Affiliate Assignments: Transfers to affiliated entities under specific conditions
• Successor Requirements: Assignee must assume obligations, maintain adequate resources, and avoid scope changes

Provider Subcontractor Rights: Provider maintains current subprocessor lists via privacy policy links, provides fifteen days' email notice for new subprocessors, and allows customer objection rights with fifteen-day objection period.

Comprehensive Corruption Prevention: Both parties warrant full compliance with international anti-bribery laws including Foreign Corrupt Practices Act of 1977, UK Bribery Act of 2010, and related anti-corruption legislation.

Prohibited Activities: No bribes, rebates, payoffs, influence payments, kickbacks, illegal political contributions, or other improper payments in any form.

U.S. Export Compliance: Customer agrees not to use, export, re-export, or transfer any U.S. technical data or products in violation of export laws and regulations.

Customer Representations:

• Geographic Restrictions: Customer not located in countries subject to U.S. Government embargos or designated as "terrorist supporting"
• Prohibited Parties: Customer not listed on U.S. Government prohibited or restricted parties lists

Government End User Provisions: Software developed entirely at private expense and provided as "commercial items" under federal acquisition regulations.

Restricted Rights Framework: Government use governed solely by TOS terms, with minimum restricted rights as set forth in applicable federal acquisition regulations.

Uncontrollable Circumstances: Performance excused when interfered with by circumstances beyond reasonable control, including acts of God, pandemics, power failures, and third-party actions.

Mitigation Requirements: Affected party must use reasonable efforts to remove causes of nonperformance while maintaining excuse from obligations.

Acceptable Delivery Methods:

• Physical Mail: Registered priority mail or nationally recognized carrier with delivery confirmation
• Electronic Notice: Email with 48-hour deemed receipt period

Address Requirements: Notices sent to addresses specified in Orders or account email addresses, with Provider mail notices requiring email copies.

Agreement Precedence: TOS supersedes all previous agreements and proposals related to the subject matter, with electronic signatures sufficient for binding commitment.