Olive

Terms and Conditions

These Terms and Conditions (“Terms”) govern Customer's use of Olive's products, services, and software specified in the applicable Order Form (“Services”) provided by Olive Financial, Inc., a Delaware corporation with offices at 2261 Market Street, STE 10960, San Francisco, CA 94114 (“Olive”). By executing a mutually agreed order or completing an online registration page that references these Terms (“Order Form”), the customer identified on such Order Form (“Customer”) acknowledges and agrees that these Terms, together with the applicable Order Form, constitute a binding agreement between Olive and Customer (the “Agreement”). The “Effective Date” of this Agreement shall be the date specified in the applicable Order Form or, if no date is specified, the date Customer first registers for or accesses the Services.

SERVICES AND SUPPORT
1. Access to the Services. Each Order Form is incorporated into this Agreement. Subject to Customer’s compliance with this Agreement, Olive grants Customer and its employees and contractors authorized to use the Services (“Authorized Users”) a limited, nonexclusive, nontransferable, non-sublicensable right to access and use the Services during the term specified in the applicable Order Form. Authorized Users may access and use the Services solely for Customer’s internal business purposes and must comply with all usage limits and restrictions set forth in the applicable Order Form, as well as Olive’s official user guides, manuals, instructions, and other technical materials describing the functionality and limitations of the Services (“Documentation”).
2. Support. Olive will provide reasonable support in accordance with its standard practices and any support terms specified in the applicable Order Form. Olive may suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay its fees.
3. Olive Apps and Customer Reports. The Services may provide custom tools and dashboards (“Olive Apps”) for Customer’s use within the Services. Customer may download and utilize reports generated by Olive Apps (“Customer Reports”) solely in connection with its authorized use of the Services. While Olive makes reasonable efforts to ensure the accuracy of these tools, Customer acknowledges that Olive Apps are only tools designed primarily for data visualization and workflow automation. Customer remains solely responsible for validating and verifying all data, outputs, and business decisions derived from Olive Apps and Customer Reports.
4. Implementation Services. Olive will deliver the Services, including implementation support, as described in the Order Form. While Olive may offer guidance on prompt engineering and natural language interactions, Customer acknowledges that results depend significantly on Customer inputs and usage. Olive does not guarantee specific outcomes from natural language processing or automated application generation. Customer remains responsible for reviewing, testing, and validating all Olive Apps and Customer Reports. Any implementation support covers standard platform deployment, database connectivity, and basic training as detailed in the Order Form.
5. Third-Party Services. Customer acknowledges that the Services may operate on, integrate with, or rely upon third-party application programming interfaces (APIs), Customer’s systems and databases, and other third-party services or infrastructure (including, without limitation, GitHub and other code depositories) (collectively, “Third-Party Services”). Olive is not responsible for the operation, performance, or availability of any Third-Party Services, nor for any disruption or unavailability of the Services caused by any Third-Party Services. Olive makes no representations or warranties regarding Third-Party Services or third-party providers.
ON-PREMISES SOFTWARE
1. License to Install and Use. If the Order Form indicates that the Services will be provided as software installed at Customer’s premises (“On-Premises Software”), Olive grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license during the applicable Term to install and use the On-Premises Software solely for Customer’s internal business purposes. Customer must install and use the On-Premises Software in accordance with the Documentation and Olive’s provided instructions and any usage limitations specified in the Order Form.
2. Number of Copies. Unless otherwise specified in an applicable Order Form, Customer may only install one (1) copy of the On-Premises Software. Customer shall not copy, duplicate, or install additional copies of the On-Premises Software without Olive’s prior written consent.
3. Attribution. Customer shall not remove, obscure, or alter any Olive attribution included in the On-Premises Software. All attribution shall remain in the format as delivered in the On-Premises Software.
4. System Requirements. Except with respect to any Implementation Services, Customer is solely responsible for ensuring that its systems and software environments meet the hardware, software, and any other applicable system requirements for the On-Premises Software. Olive will have no obligation or responsibility under this Agreement for issues caused by Customer’s use of any third-party hardware or software not provided by Olive.
5. Security. Unless otherwise provided in an applicable Order Form, Customer is exclusively responsible for backing up its own data and placing and using all On-Premises Software in a secure environment. Olive does not host or have read or write access to any Customer data stored in Customer’s instance of the On-Premises Software. Customer agrees to implement and maintain industry-standard security measures to protect its systems and Customer Data. Customer agrees to promptly implement all patches, updates, or security enhancements provided by Olive. Customer acknowledges that failure to timely install such updates may increase security risks or vulnerabilities, and Olive shall have no responsibility or liability arising from Customer’s delay or failure to apply these updates.
CUSTOMER RESPONSIBILITIES
1. Data Security and Access. Customer is solely responsible for maintaining secure credentials and proper access permissions for the Services. Customer acknowledges that proper security configurations and access controls are essential for the secure operation of the Services, and Olive disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer's configuration or credential management.
2. Cooperation. Customer agrees to reasonably cooperate with Olive by providing timely access to necessary resources, information, personnel, and Customer’s systems and databases required for implementation, integration, and ongoing use of the Services. Olive is not responsible for delays caused by Customer’s failure to provide such cooperation or access.
3. Compliance with Documentation. Customer shall ensure that Authorized Users access and use the Services strictly in accordance with the Documentation. Customer is responsible for any non-compliance by its Authorized Users.
FEES AND PAYMENT TERMS
1. Fees; Payment. Customer shall pay Olive the applicable fees as set forth in each Order Form (the “Fees”). Unless otherwise specified in an applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.
2. Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Olive for all reasonable costs incurred by Olive in the collection of past due amounts, including attorneys’ fees and collection agency fees.
3. Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Olive’s net income). Should Olive pay any such taxes on behalf of Customer, Customer agrees to reimburse Olive for such payments, unless Customer provides Olive with a valid tax exemption certificate authorized by the appropriate taxing authority.
INTELLECTUAL PROPERTY AND DATA
1. Customer Data and Reports. As between the parties, Customer shall retain all right, title and interest in and to all data, content, or materials submitted or transmitted by Customer or its end users through or in connection with the Services (the “Customer Data”) and all Customer Reports, including all associated intellectual property rights. Customer shall solely be responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Data.
2. Olive Intellectual Property. As between the parties, Olive retains all rights, title, and interest in the Services (including, without limitation, all Olive Apps), including all related software, technology, improvements, modifications, and all associated intellectual property rights. Customer may (but is not obligated to) provide feedback regarding the Services, and Olive may freely use such feedback. This Agreement does not grant Customer any ownership or license rights except as expressly stated herein.
3. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Olive product or service or any third-party large language model provider (“Third-Party LLM”); (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services or use the Services in violation of the content policies of the applicable Third-Party LLMs; (viii) bypass any measures Olive may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means; or (x) benchmark, evaluate, measure, or test the performance or functionality of the Services for competitive analysis, publication, or other comparative purposes.
CONFIDENTIALITY
1. Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party).
2. Obligations. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
3. Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
4. Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall immediately delete all Proprietary Information of the Disclosing Party (including all Customer Data), subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.
5. No Training. Olive will not train our artificial intelligence models using Customer Data as training materials. Olive may collect anonymized data related to Customer’s use of the Services (“Usage Data”) solely to analyze, maintain, and improve the Services. Olive will disclose Usage Data only in aggregated and anonymized form.
6. Information Security. Olive will maintain an information security program designed to: (i) ensure the security and confidentiality of Customer Data; (ii) safeguard Customer Data against anticipated threats or hazards; and (iii) prevent unauthorized access or use.
TERM; TERMINATION
1. Term. This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and automatically renews for successive one-year periods (“Renewal Terms,” together with the Initial Term, the “Order Term”), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.
2. Termination for Breach. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Olive may suspend Customer’s access to the Services if Customer’s account is past due.
3. Effects of Termination. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
INDEMNIFICATION
1. Indemnity. Each party (“Indemnitor”) will defend, indemnify, and hold harmless the other party, its affiliates, and their respective employees, contractors, directors, suppliers, and representatives (collectively, “Indemnitee”) against any liabilities, claims, and third-party expenses, including reasonable attorneys’ fees (“Losses”), arising from claims that: (i) in the case of Olive as Indemnitor, the Services infringe or misappropriate third-party intellectual property rights; or (ii) in the case of Customer as Indemnitor, Customer’s use of the Services or Customer Data infringes or misappropriates third-party intellectual property rights.
2. Exclusions. Olive’s indemnification obligations under Section 8.1 do not apply to claims arising from: (i) Customer Data or any materials not created by Olive; (ii) Services or software developed according to Customer’s specifications; (iii) modifications made after delivery by Olive; (iv) combination of the Services with third-party products, processes, or materials, if the claim results from such combination; (v) Customer’s continued use of allegedly infringing Services after receiving notice of infringement or instructions for modifications to avoid infringement; or (vi) Customer’s use of the Services in violation of this Agreement.
3. Procedures. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
WARRANTIES AND DISCLAIMERS
1. Olive Warranties. Olive represents and warrants: (i) it has the authority to enter into this Agreement, (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.
2. Customer Warranties. Customer represents and warrants that: (i) it has all necessary rights, licenses, and consents to provide any Customer Data, systems access, and third-party integrations used in connection with the Services; (ii) Customer Data and Customer's use of the Services will not violate any applicable laws, regulations, or third-party intellectual property or other rights; and (iii) Customer will not use the Services to process or store any data in violation of applicable privacy and data protection laws.
3. General. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES (INCLUDING THE OLIVE APPS AND THE CUSTOMER REPORTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
4. Tools Only. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE ONLY TOOLS TO ASSIST IN BUILDING INTERNAL BUSINESS APPLICATIONS AND OLIVE DOES NOT VERIFY OR CERTIFY ANY OUTPUTS, RESULTS, OR DATA GENERATED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE CUSTOMER REPORTS AND THE DATA UNDERLYING THE OLIVE APPS) (“OUTPUTS”). CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS AND MUST IMPLEMENT APPROPRIATE HUMAN OVERSIGHT BEFORE USING ANY OUTPUTS IN ITS OPERATIONS. CUSTOMER AGREES NOT TO USE THE SERVICES FOR COMPLIANCE REQUIREMENTS OR CRITICAL BUSINESS DECISIONS WITHOUT PROPER HUMAN VERIFICATION. OLIVE DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OR FITNESS FOR PURPOSE OF ANY OUTPUTS.
5. AI Technology. CUSTOMER ACKNOWLEDGES THAT THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES, WHOSE OUTPUTS DEPEND ON BOTH USER INPUT QUALITY AND INTERPRETATION. WHILE OLIVE STRIVES TO PROVIDE RELIABLE SERVICES, CUSTOMER UNDERSTANDS THAT SUCH TECHNOLOGIES ARE INHERENTLY PROBABILISTIC AND MAY NOT BE ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS BEFORE DEPLOYMENT. OLIVE MAY COLLECT AND USE ANONYMIZED USAGE DATA TO IMPROVE THE SERVICES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DECISIONS AND ACTIONS TAKEN BASED ON THE SERVICES, AND OLIVE MAKES NO WARRANTIES REGARDING THE ACCURACY OR FITNESS FOR PURPOSE OF ANY GENERATED OUTPUT.
LIMITATION OF LIABILITY
1. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER TO OLIVE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
NOTICE
1. All notices under this Agreement will be in writing and sent (a) for notices to Olive Financial, Inc. at 2261 Market Street, STE 10960, San Francisco, CA 94114 and (b) for notices to Customer, to the address or email address set forth in the applicable Order, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
MISCELLANEOUS
1. Publicity. Customer agrees that Olive may use and display Customer’s name and logo on Olive’s website and promotional materials to identify Customer as a user of the Services, subject to Customer’s trademark guidelines.
2. Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in San Francisco, California under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
3. Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Olive regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between the Order Form and the Terms, the Order Form shall govern.
4. Amendment; Waiver. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
5. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.
6. Assignment. Customer may not assign any of its rights or obligations under this Agreement without Olive’s consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.
7. Enforceability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.