OliveBuilder Beta License v.2.0 – 7.30.2018

 

ATTENTION:

If you do not agree to these terms, do not install or use the OliveBuilder Community Edition Platform (“OCEP”).

IMPORTANT:

This Agreement is a legally binding contract between you (a single entity) “Customer”, and “Olive” as defined herein (“Olive” means CrossChx, Inc. d/b/a Olive, a Delaware corporation located in Columbus, Ohio, United States). This license is only open to individuals or entities that reside in the United States, and the Platform is governed by the laws of the State of Ohio. Olive reserves all rights not expressly granted to you in this Agreement. Olive or its suppliers own the title, copyright, and all intellectual property rights in the OCEP and you agree to reproduce legal or proprietary notices on all copies of the OCEP.

ACCEPTANCE:

Please read these terms carefully before completing the installation process and using the software. By installing and using the software, you accept the software and agree to the terms of this Agreement which applies to the OCEP, including the Privacy Policy. This Agreement applies only to the software made available by Olive under this Agreement regardless of whether other software is referred to or described herein. An amendment to this Agreement may accompany the OCEP when material changes to these terms occur.

  1.  DEFINITIONS
  • “Agent” means tool for initiating the workflow.
  • ChxBot” means the component of the OCEP, having the functionality of executing Workflows.
  • “Community” means collaborating with other entities that use OliveBuilder.
  • Olive Platform” means a suite of software components (including manuals or other documentation), having the functionality of automating business processes and comprised of the following components defined below: ChxBot, Agent, Orchestration, and Mimic, updates or any other Olive intellectual property rights.
  • “Mimic” means the tool for designing the workflow.
  • OliveBuilder Community Edition Platform” means the suite of software components (including manuals or other documentation), comprised of the following: Mimic, Orchestration, ChxBot, Agent.
  • Orchestration” means the component of the OCEP, having the functionality to deploy, manage, monitor, and execute Workflows.  You will have to have a signed Business Associate Agreement with Olive to use Orchestration.
  • “Workflows” means any artifacts, charts or workflow diagrams created by the Customer using Mimic, including any Customer information.
  1. PERMITTED USE AND LICENSEES

You may install and use OliveBuilder Community Edition Platform on a machine (physical or virtual) as indicated below; or install and store the OCEP on a storage device, such as a network server, used only to install the software on your other machines over an internal network, if you comply with the number of machines on which you are allowed to install the software.

  • If you are legal entity, up to 15 of your individual users can use the ChxBot on up to 2 machines for each individual user. Orchestration will only be used for evaluation and training purposes.

The license may not be shared, installed or used concurrently on different machines in excess of the limit specified herein. Except solely for purposes of installing the software on a machine as described above, a license for the software may not be accessed and used via a server or network storage device. The setup of a functional hardware and software environment for the OCEP is solely your responsibility, including backup of your information. Olive reserves the right at any time and for any reason to terminate this Agreement.

  1.  ChxBot License

Subject to this Agreement, Olive hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive, limited license to use Chxbot component during the Term. Under this license, you are permitted to create, test and execute Workflows. You retain all property rights, including all intellectual property rights in Workflows you create.   You grant Olive a transferable, royalty-free, perpetual, sub-licensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, display, and otherwise use Workflow performance metrics and run history.

  1. Orchestration License

Subject to this Agreement, Olive hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive, limited license to use Orchestration Service hosted by Olive during the Term. Under this license, you are permitted to use Orchestration Service only for evaluation and training. Any use of Orchestration in a real-time setting for organization or commercial daily operations of the Customer is permitted, but Olive will not be liable for any resulting data loss. Olive will provide you the possibility to access the website for the purpose of using Orchestration. You will have access to all logs, analytics and generated audit. Account names are provided to first registered account and are intended for immediate and active use. Account names may not be inactively held for future use and account name squatting is prohibited. Olive may regularly cleanup data, delete logs, jobs, transactions under accounts of tenants that are determined as inactive in Olive’s discretion. Inactive accounts may be renamed or removed by Olive. Attempts to sell, buy, or solicit other forms of payment in exchange for account names are prohibited and may result in permanent account suspension.  

  1. SERVICE USE

Customer will only use the Service for evaluation purposes of the OCEP. Public data is that information made available through the Internet in a manner that makes such data available to any entity without the need to provide any means of authentication or identification. Private Data is information made available through the Internet which requires authentication or identification.

  1. a) Public Data Use. The Service or any users testing the OCEP may use all Public Data as necessary to carry out the tests requested and Customer allows Olive to present such public data on the website as is required for the results of the performed tests to be meaningful. No permission is required for the Service to access public data.
  2. b) Private Data Use. The Service may access all private data as necessary to carry out the tests requested. Customer allows Olive to use and present such private data on the website as is required for the results of the performed tests to be meaningful and in a manner, that reasonably prevents public access. Customer may opt to use features allowing the testing of password-protected sites or the testing of user-specific content.
  3. c) In creating an account with the Service, Customer is responsible for maintaining the security of the account and data. Customer is fully and solely responsible for all activities that occur under and in relation to and in connection with Customer account. Through the provision of authentication credentials, either directly or through the provision of user-identifying cookies, Customer agrees to allow the Service to access, or attempt to access, all resources available to the specified user. Customer agrees that the Service is acting on Customer behalf as an intermediary between the Customer and the testing tools provided by the Service and OCEP. In initiating a web site or web page test or execute any Workflows as provided by the Service you take full responsibility for the actions of the Service in accessing the required public or private data which needs to be in the framework set up by these terms and applicable laws.
  4. d) Test Data Ownership. Test data and Workflows are solely the property of the Customer to the extent it does not incorporate third party data or otherwise infringes the rights of others. Any results of public tests as presented through the website of the Service can be accessed by anyone while the results of private tests as presented through the website of the Service can be accessed solely by the test owner. Raw test data as held directly in the databases of the Service can be used and accessed by Olive. Such use and access is limited to activities necessary to ensuring the continued operation of the Service such as the investigation of faults, examination of performance matters or platform improvements. Customer agrees to allow Olive access to all private test data as required in the undertaking of fault-resolution, performance-investigation, OCEP improvements and similar activities or to enable Olive to continue to provide the Service.

    6. CUSTOMER CONTENT

OCEP enables Customer to share content, such as test data or other materials needed to evaluate the OCEP at Customer’s discretion, including any information that is imported by or on behalf of Customer into the OCEP from sources not supplied by Olive (“Customer Content”) for Olive or other users. Customer retains all intellectual property rights in the Customer Content, to the extent it does not include any Olive proprietary right. Customer is responsible for the shared Customer Content or its use. Customer grants Olive a transferable, royalty-free, perpetual, sub-licensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, display, and otherwise use Customer Content. Olive reserves the right to remove or modify Customer Content for any reason, including if Olive believes that the content violates these terms. Customer submitted suggestions, ideas, comments, and other feedback regarding the OCEP(“Feedback”) may be used without any restriction or compensation to Customer.

  1. PROPRIETARY RIGHTS

You acknowledge and agree that Olive (or Olive’s licensors) own all legal right, title and interest in and to the OCEP and Olive Platform, including any intellectual property rights which subsist in the OCEP and Olive Platform (whether those rights are registered or not, and wherever in the world those rights may exist).

  1. UNPERMITTED USE

Customer is not permitted (nor will allow a third party) to:

  • alter, merge, modify, translate, adapt, develop versions, create derivative works, upgrade, improve, or extend, features or functionalities of the OCEP components, or of any portion thereof;
  • decompile, disassemble, decrypt or reverse engineer the OCEP components;
  • remove or modify any proprietary markings, legends or restrictions which are in the OCEP;
  • sub-license, assign, transfer, rent, lease or lend any license or rights acquired under this Agreement;
  • attempt to gain unauthorized access to any service, account, computer systems or networks;
  • re-sell or otherwise distribute in any manner the OCEP components;
  • use or modify the OCEP or any of its components to operate in a service bureau, managed service provider or commercial hosting services environment or by combining or incorporating it with other software (including cloud based) to provide services to third parties;
  • modify the OCEP, incorporate it into or with other software, or create a derivative work of any part of the software (your modification of the software will breach this Agreement, and such derivative work will be owned entirely by Olive and you hereby assign and agree to assign to Olive all right, title and interest to derivative work);
  • use or otherwise export or re-export the OCEP components, except as authorized by United States law;
  • export or re-export (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List (and by using the OCEP, you represent and warrant that you are not located in any such country or on any such list);
  • use the OCEP for any purposes prohibited by United States or international law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons or any other similar use, including but not limited to aviation navigation or communication systems, life support systems and equipment; or in special risk areas that require error-free, permanent supervision or operation of relevant systems and in which the failure of the software may result in a direct risk for life, body, health or in substantial damages to property or the environment;
  • use the OCEP to infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, access, tamper with or use non-public areas of Olive systems;
  • break or circumvent authentication or security measures or otherwise test the vulnerability of the systems or networks;
  • try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing or use the OCEP or any component to distribute malware, impersonate or misrepresent affiliation with any person or entity;
  • create more than 1 tenant or use the OCEP in a manner that is inconsistent with this Agreement.
  1. OCEP UPDATES

Olive may issue updates to the OCEP (“Updates”). This function is enabled under the software’s standard settings and Updates may be installed automatically. You expressly acknowledge and accept that Olive reserves the right to discontinue at any time and without notice or reason the OCEP made available to you under this Agreement without any liability under any theory of law. The OCEP contains components of other software, including open source, which are the property of their respective owners and are licensed under their respective licenses specified on Third Party Licenses section on Olive website, as updated from time to time. If Customer uses certain features of the OCEP in conjunction with third party data, products, services, and platforms, then Customer is responsible for complying with the terms and conditions required by such third-party providers, and all such use is at Customer’s own risk.

  1.  CONFIDENTIALITY

10.1 CONFIDENTIAL INFORMATION. In connection with this Agreement, Olive (as the “Disclosing Party”) may disclose or make available Confidential Information to the Customer (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing: (a) the OCEP is the Confidential Information of Olive, and (b) the terms and existence of this Agreement are the Confidential Information of Olive.

10.2 EXCLUSIONS. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

10.3 PROTECTION OF CONFIDENTIAL INFORMATION. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for two (2) years: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 10.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 10; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth under Section 10; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own confidential information and in no event less than a reasonable degree of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms under Section 10. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under Section 10 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

10.4 COMPELLED DISCLOSURES. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 10.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 10.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

  1. ASSIGNMENTS

Customer may not assign this Agreement or any of the rights granted herein.

  1. NO LICENSE FEES

Olive does not charge any license fees in connection to the OCEP under this Agreement. Olive reserves the right at any time and for any reason to terminate this Agreement or charge license fees.

  1. NO MAINTENANCE REQUIRED

Olive is not required to provide any maintenance services or Updates in connection to the OCEP components during the term of this Agreement.

  1. NO WARRANTIES

To the maximum extent permitted by applicable law, the OCEP is provided “AS IS” without warranties, conditions, representations or guarantees of any kind, either expressed, implied, statutory or otherwise, including but not limited to, any implied warranties or conditions related to hidden defects, satisfactory quality, fitness for a particular purpose, non-infringement or ability to integrate the software with other products. Olive does not warrant the operation of the OCEP components will be uninterrupted, error free or that will protect against all possible threats or other failures. You bear the entire risk for selecting the software, results, quality and performance of the use of the OCEP components, including if the OCEP components prove defective. No oral or written information or advice given by a Olive authorized representative shall create a warranty and you assume responsibility for the installation of, use of, and results obtained from, the software. For the avoidance of any doubt, under no circumstances Olive may be liable for any claims, losses, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from or in connection to any of the Workflows, Customer Content or OCEP. This section will survive the termination of the license.

  1. NO LIABILITY

To the maximum extent permitted by applicable law, in no event and under no legal theory shall Olive or any other person who has been involved in the creation, production, or delivery of the OCEP components be liable to you or any other person for any general, direct, indirect, special, incidental, consequential, cover or other damages of any character arising out of this Agreement or the use of or inability to use the OCEP components, including but not limited to loss of data, loss of profits, loss of assignments, service down time, data leaked through logs, analytics, audit or any other data or output from the OCEP components being rendered defective, failure of the OCEP components to operate with any other programs, server down time, damages for loss of goodwill, business interruption, computer failure or malfunction, or any and all other damages or losses of whatever nature, even if Olive has been informed of the possibility of such damages.

  1. TERM

This Agreement is effective on the moment you install OCEP (“Effective Date”) until terminated by any party with or without notice (“Term”). Your rights under this license will terminate automatically without notice from Olive if you fail to comply with any term of this license. Upon termination of the license, you will stop using OCEP and destroy all copies. Olive may require you to provide written confirmation of the destruction or deletion of the materials.

  1. LAW & VENUE, INDEMNITY

This Agreement shall be governed by and construed in accordance with the laws of Ohio (excluding its conflicts of law rules). The courts located in Ohio, United States, will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Customer will defend and indemnify Olive against any claim, action or proceeding brought against Olive which arises from or is in any manner connected with the Unpermitted Use or that arises from a breach by the Customer of any provision of this Agreement.

  1. OTHER CONTENT

OCEP may include references to other websites or content or resources or email content. Olive may have no control over any websites or resources which are provided by companies or persons other than Olive. Customer acknowledge and agrees that Olive is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources; and Olive is not liable for any loss or damage which may be incurred by Customer as a result of the availability of those external sites or resources, or as a result of any reliance placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

  1. WARRANTIES

Customer represents and warrants that: (a) it will use the OCEP, in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations, state, city, or other governmental area, regarding online conduct and acceptable content with respect to all information provided to Olive or on the Service (such as web site URLs submitted for testing); (b) has the full right and authority to make such provision and to allow Olive to use such information to provide the Service; and that (c) none of the content (e.g. test information, workflows or any other information) transmitted, uploaded or otherwise distributed by Customer (or its partners or any third party acting on Customer behalf) through use of the OCEP or the Service will infringe or otherwise conflict with the rights of any third party.

  1. DATA USE CONSENT

You agree that Olive and its affiliates may collect and use technical information gathered as part of these terms and related to the OCEP in order to provide the OCEP. By using OCEP, Customer also grants Olive permission to share Customer Content, and other information with Olive providers as necessary in order to provide the OCEP.

  1. AGREEMENT AND SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to such subject matter. If any provision of this Agreement is or becomes illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and shall produce intended legal effects.

  1. COPYRIGHT INFRINGEMENT NOTICE

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you would like to read the DMCA, please visit the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf

If you believe in good faith that materials on the Services infringe your copyright, the DCMA provides that you (or your agent) may send us a notice requesting that the material be removed or access to it blocked.

The notice must include the following information:

  1. the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);
  3. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow to locate the material on the Services;
  4. the name, address, telephone number, and email address (if available) of the complaining party;
  5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Services can be sent via email: legal@CrossChx.com

Please consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA. Accounts with any other content that misleads others or violates another’s trademark may be updated, suspended, disabled, or terminated by Olive in its sole discretion. If you are concerned that someone may be using your trademark in an infringing way on our Services, please email us at legal@crosschx.com, and we will review your complaint. If we deem appropriate, we may remove the offending content, warn the individual who posted the content, or temporarily or permanently suspend or disable the individual’s account.

  1.  NO LICENSE TO COMPETITORS

You are not granted a license to access or use the Services if you offer services competitive or substantially similar to Olive or are in indirect or direct competition with Olive, except with Our prior written consent.

  1. OPEN SOURCE LIBRARIES

Portions of OCEP use open source libraries and packages licensed under the Apache 2 or LGPL open source licenses.  Licensed library information is available in the Mimic installation directory in license.txt.

 

Updated July 17, 2018.