TERMS OF SERVICE
Welcome to Oliv! We are excited to have you on board. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (collectively, the “Services”). These Terms of Use (the “Terms”) are a binding contract between you and Instaworks, Inc. (“Oliv,” “we” and “us”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected]
You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.
Will these Terms ever change?
Oliv reserves the comprehensive authority to modify these Terms of Service at any time to adapt to evolving business needs, regulatory requirements, and technological advances. However, this flexibility is balanced with specific notification procedures and protective rights that ensure transparency and allow customers to make informed decisions about their continued participation in our services.
Terms Modification Process and Notice Requirements
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, ensuring they always have access to the governing terms and can track changes over time.
Customer Rights Regarding Changes
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. This objection must be communicated quickly to trigger the protective provisions outlined in the agreement.
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 to find mutually acceptable alternatives that address concerns while meeting business requirements.
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. This grandfathering provision prevents disruptive mid-term changes that could affect business operations, budgeting, or strategic planning.
Controlled Implementation: Updated TOS terms will only take effect starting on the next renewal date rather than immediately, providing customers with a full service cycle to adapt to new requirements or make alternative arrangements if necessary.
Business Continuity Assurance: The modification process is specifically designed to protect ongoing business relationships and prevent operational disruptions. Customers with active subscriptions receive comprehensive protection under existing terms until their natural renewal date, ensuring predictability and stability in enterprise relationships while allowing for necessary legal and business evolution over time.
What are the basics of using Oliv?
Oliv provides enterprise-grade SaaS software solutions through a comprehensive licensing framework that balances customer usage rights with necessary provider protections. Understanding these fundamental usage principles ensures compliant and effective utilization of Oliv's services.
SaaS Software License
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.
License Restrictions
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
Professional Services
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.
User Access Management
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.
Customer Obligations
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
This comprehensive framework ensures secure, compliant, and effective utilization of Oliv's enterprise SaaS solutions while protecting both customer and provider interests.
What does it cost to use Oliv?
Oliv operates on a formal order-based subscription model that provides transparent pricing structures while accommodating diverse enterprise needs through customized service arrangements.
Order Process
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
This structured approach ensures both parties have clear expectations regarding service scope, costs, and obligations before implementation begins.
Fees & Taxes
Payment Obligations: Customers must pay all fees specified in their Orders according to the agreed invoicing schedule and payment terms. The financial framework includes several key components:
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 Mechanisms:
- Interest on Overdue Payments: Late fees accrue at 1% per month (or maximum allowed by law if lower) on unpaid amounts not subject to good faith disputes
- Dispute Resolution: Interest charges do not apply to amounts genuinely disputed regarding invoice correctness or accuracy
- Payment Timeline: Specific invoicing schedules and payment deadlines are established in individual Orders to ensure predictable cash flow
Financial Protection Features: The pricing structure protects both parties through clear dispute resolution procedures and reasonable interest rates that encourage timely payment while recognizing legitimate billing questions. This approach balances Provider's need for predictable revenue with Customer's right to question incorrect charges.
The comprehensive fee structure ensures transparent pricing while accommodating the complex financial requirements of enterprise SaaS relationships, including international tax considerations and professional service delivery costs.
Who owns what?
The intellectual property framework establishes clear ownership boundaries while enabling necessary licensing arrangements for effective service delivery and ongoing business operations.
Ownership
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. Importantly, 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. Provider commits to providing reasonable cooperation and assistance (at Customer's expense) to help perfect Customer's Intellectual Property Rights in such data.
Customer Data -- License Grant to Provider
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 for improving the SaaS Software and Platform.
Provider Property – License Grant to Customer
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.
Feedback
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.
Trademarks and Publicity
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.
Reservation of Rights
Provider retains the right to use general skills, concepts, ideas, know-how, and expertise gained during TOS performance, provided Customer Confidential Information is not used or disclosed. Provider is not restricted from creating similar output for other customers.
What about my privacy?
Oliv maintains comprehensive privacy and data protection frameworks designed to ensure compliance with global data protection regulations while providing enterprise-grade security for all personal and confidential information.
Personal Data – Obligations, Consents and Notices
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. All processing must comply with applicable laws and follow specific instructions from the data-providing party.
Customer Consent Responsibilities: Customer bears comprehensive responsibility for providing necessary privacy notices and obtaining legally valid consents from:
- Internal Stakeholders: Representatives and Users within Customer's organization
- Third-Party Data Subjects: Any external parties whose data is included in Customer Data
- Authorization Scope: Consents must authorize lawful collection, disclosure, use, processing, and transfer of Customer Data (including Personal Data) for the full TOS duration and purposes
Sensitive Data Restrictions: Unless otherwise agreed, Customer and Users are prohibited from uploading sensitive Personal Data to the SaaS Platform, including:
- Biometric data and protected health information
- Government identification numbers, passport numbers, or social security numbers
- Other highly sensitive personal identifiers requiring enhanced protection
Data Processing TOS
When parties enter into a Data Protection Agreement (DPA), it becomes incorporated by reference into the main TOS. Importantly, 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.
Data Security
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: The receiving party must maintain:
- Information Security Programs: Administrative, physical, and technical security policies and procedures consistent with commercially reasonable industry practices and any mutually agreed standards
- Technical and Organizational Safeguards: Protection designed to prevent accidental, unlawful, or unauthorized access, use, destruction, loss, alteration, disclosure, transfer, commingling, or processing
- Risk-Appropriate Security: Security levels appropriate to the risks presented by processing activities and the nature of the information involved
Cybersecurity Protections: Parties must take commercially reasonable measures to secure information systems against hackers and others who may seek unauthorized access to disrupt, damage, modify, access, or use Confidential Information and Personal Data stored within those systems.
Compliance Standards: All security measures must align with applicable Data Protection Laws and industry best practices, ensuring comprehensive protection that meets evolving regulatory requirements and threat landscapes.
What can you expect from Oliv?
Oliv provides comprehensive warranties and representations regarding its authority and compliance capabilities, while establishing clear expectations about service delivery and third-party integrations. Understanding these commitments helps customers make informed decisions about their business relationship with Oliv.
Authority
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
Compliance with Laws
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
Third-Party Services
Integration Capabilities: The SaaS Platform integrates with certain third-party websites and applications to enhance functionality and provide comprehensive business solutions. Key aspects include:
Customer Responsibilities:
- Integration Authorization: Customer must enable each Third-Party Service integration
- Data Sharing Instructions: By enabling integrations, Customer instructs Provider to share Customer Data (including Personal Data) with third-party providers
- Notification Requirements: Customer must notify Third-Party Service providers about the integration
- Independent Agreements: Customer's use is governed by separate agreements with third-party providers
Provider Limitations:
- No Control: Provider has no control over Third-Party Services operations
- No Responsibility: Provider assumes no liability for third-party service performance
- Independent Processing: Third-party providers are not considered processors or subprocessors of Personal Data with respect to Provider
Disclaimer
Comprehensive Service Disclaimers: Oliv provides extensive disclaimers regarding service guarantees and AI-related outputs:
"AS IS" Service Provision:
- Solutions provided "AS IS" and "AS AVAILABLE" without warranties
- No implied warranties including merchantability, fitness for particular purpose, or non-infringement
- No guarantees regarding uninterrupted or error-free operation
- No warranties on report accuracy or output precision
AI and Machine Learning Disclaimers:
- Experimental Nature: AI and machine learning technologies may produce incorrect, inaccurate, or offensive content
- Customer Risk: Use of SaaS Software is at Customer's sole risk
- Customer Responsibility: Customer solely responsible for determining output appropriateness and making decisions based on AI-generated results
- Compliance Obligation: Customer solely responsible for 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.
Who is responsible for what?
The indemnification framework establishes clear responsibility boundaries for different types of claims and legal challenges, ensuring both parties understand their protective obligations and coverage scope.
Provider Indemnity Obligations
Intellectual Property Protection: Provider commits to defend, indemnify, and hold Customer harmless against third-party intellectual property infringement claims. Specific coverage includes:
Covered Claims:
- 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
- Third-Party Services integration problems
Remedial Options: Upon infringement claims, Provider may choose to:
- Licensing: Procure rights for Customer to continue using infringing software
- Substitution: Provide non-infringing alternatives that avoid infringement
- Termination and Refund: If other options aren't commercially feasible, terminate affected Order and provide pro-rata refund of unused prepaid fees
Customer Indemnity Obligations
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: Claims that Customer Data infringes third-party IP rights
- Rights Violations: Allegations that Customer Data violates third-party rights
- Data Protection Violations: Claims under applicable Data Protection Laws
- User Claims: Legal actions brought by Customer's own Users
Additional Coverage Areas:
- 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
- Comprehensive Protection: Coverage includes reasonable attorneys' fees and related defense costs
Indemnity Process
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, ensuring coordinated legal response
Participation Rights: The indemnified party retains the right to participate in defense activities at their own expense, allowing oversight without duplicating costs
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
Exclusive Remedy
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 for IP-related disputes
- Predictable liability frameworks for both parties
- Elimination of overlapping or conflicting legal theories
- Streamlined dispute resolution for infringement matters
What are the liability limits?
Oliv maintains comprehensive liability limitations designed to provide predictable risk allocation while ensuring adequate protection for both parties across different types of potential damages and claims.
Limitations of Liability
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: Breach of contract or warranty violations
- Tort Claims: Negligence, misrepresentation, or other civil wrongs
- Statutory Claims: Violations of applicable laws or regulations
- Other Legal Theories: Any other basis for legal liability
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.
Full Legal Extent: Limitations apply "to the fullest extent permitted by applicable law," ensuring maximum protection within legal constraints while recognizing that some jurisdictions may impose mandatory liability requirements.
Liability Exclusions
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 Damages: Secondary effects not directly caused by the breach
- Incidental Damages: Minor damages accompanying primary harm
- Special Damages: Unique circumstances requiring special knowledge
- Consequential Damages: Results flowing from the breach but not directly caused by it
- Exemplary/Punitive Damages: Awards intended to punish rather than compensate
- Lost Revenues and Profits: Both actual and anticipated income losses
- Business Loss: Interruption or cessation of business operations
- Software/Data Loss: Damage to technology assets or information
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 Section 1.3 usage limitations
- Fee Payment Obligations: Customer's duty to pay agreed-upon fees per Orders
Broad Legal Coverage: Exclusions apply "to the fullest extent permitted by applicable law" and cover claims "even if such party is advised of the possibility thereof," ensuring comprehensive protection against speculative or foreseeable damage claims while maintaining enforceability across different jurisdictions.
How long does this agreement last?
The agreement duration framework establishes clear timelines and termination procedures that protect both parties while ensuring business continuity and proper data management throughout the relationship lifecycle.
Term of this TOS
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. This provides flexibility for parties to exit the relationship when no active business commitments remain.
Term & Termination of an Order for Breach
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, ensuring clean separation of business arrangements
- Notice Requirements: Non-breaching party must provide detailed written notice specifying the breach and required corrective actions
Suspension
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
Destruction of Customer Data
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, ensuring continued protection even after primary deletion.
Effects of Termination
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, with written certification of such destruction provided to the disclosing party
Final Payment Obligations:
- Standard Termination: Customer pays all fees owing under any Orders
- Termination for Cause: When Customer terminates for Provider breach, Customer owes no fees for unrendered Solutions and receives pro-rata refund of unused prepaid fees
Survival Provisions: All terms intended to survive termination continue in effect, ensuring ongoing protection for confidentiality, intellectual property, and other critical provisions that extend beyond the active business relationship.
Other important legal details
This section addresses critical legal and administrative provisions that govern the overall framework, compliance requirements, and operational procedures necessary for proper agreement management and legal enforceability.
Governing Law
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 and Related Matters
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:
- Subprocessor Management: Provider maintains current subprocessor lists via privacy policy links
- Notice Requirements: Fifteen days' email notice for new subprocessors
- Customer Objection Rights: Fifteen-day objection period for data security/protection concerns
- Termination Options: Customer may terminate affected Orders if objections cannot be resolved
Anti-Bribery
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.
Export and Import Laws
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
U.S. Government Restricted Rights
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.
Force Majeure
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.
Notices
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.
General
Agreement Precedence: TOS supersedes all previous agreements and proposals related to the subject matter, with electronic signatures sufficient for binding commitment.
What do these terms mean?
This comprehensive definitions section provides precise legal meanings for all capitalized terms used throughout the Terms of Service, ensuring consistent interpretation and eliminating ambiguity in contractual relationships.
Core Business Entity Definitions
"Affiliate": Any entity controlled by, controlling, or under common control with a TOS party during the control period. Control means power to direct operations, policies, and management through ownership of more than fifty percent (50%) of voting securities, by contract, or otherwise.
"Applicable Law": Any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, or decree of any government, political subdivision, regulatory authority, arbitrator, court, or tribunal of competent jurisdiction, including applicable Data Protection Laws.
"Licensed Territory": Geographic territory identified in the Order. If unspecified, the Licensed Territory is worldwide, subject to export restrictions.
Data and Information Categories
"Customer Data": All data, information, and media, including Personal Data, that is either:
- Inputs: Provided, submitted, or made available by Customer or Representatives to Provider or input into SaaS Software
- Outputs: Findings, analysis, reports, or other output derived from Customer Data, excluding Derived Data
"Personal Data": Information that identifies or could identify an individual, expressly including 'Personal Information' or 'Personal Data' as defined in applicable Data Protection Laws.
"Confidential Information": All proprietary or non-public information relating to a party's business, operations, finances, technologies, products, services, pricing, personnel, customers, and suppliers, specifically including Customer Data and Provider Property.
"Derived Data": Insights, statistical analysis, benchmarking, and comparative data created through machine learning and model tuning exercises for improving SaaS Software and Platform.
"Usage Data": Data generated from Customer's SaaS Software use for analytics, statistics, metadata, and user experience information including activity tracking, security logs, device interactions, and qualitative metrics.
Technical and Service Definitions
"SaaS Software": Proprietary Provider software described in Orders, made available through the SaaS Platform, including software tools, dashboards, analytics, and Updates.
"SaaS Platform": Computer platform owned or controlled by Provider used to host the SaaS Software.
"Solutions": Combined offering of SaaS Software and Professional Services.
"Professional Services": Services provided by Provider as described in Orders, including training services, implementation services, or other consulting services.
"Provider Property": Any technical information, solution content, techniques, ideas, methods, processes, software, interfaces, utilities, data, templates, files, dashboards, databases, documents, designs, know-how, intellectual property, or materials acquired, created, developed, or licensed by Provider prior to or outside TOS scope, including all improvements and Intellectual Property Rights.
Legal and Compliance Definitions
"Data Protection Laws": Comprehensive data privacy/protection laws including EU GDPR, UK GDPR, Data Protection Act 2018, California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), and corresponding U.S. state or federal data protection laws.
"Intellectual Property Rights": All registered and unregistered rights including patents, copyrights, trademarks, trade secrets, database protection, and other intellectual property laws worldwide.
"Order": Order form and/or statement of work referencing this TOS, mutually agreed through signed writing, electronic acceptance, or Customer purchase order referencing Provider-issued Order.