Olive Helps Terms of Use

Updated as of December 10, 2021

1) WHAT IS OLIVE HELPS?


Created by Olive AI, Inc. (“Olive”), Olive Helps is a desktop application that gives human workers the information they need — right when they need it.


The “Loop Library” is the Olive-hosted store where Loops are made available to a Loop user (“User”). The Loop Library brings together the intelligence of the healthcare provider community as well as many healthcare technology companies to give Olive Helps users access to a diverse selection of Loops across revenue cycle, supply chain, and more. “Loops” are analogous to applications in an application store and may be created by a Loop Author or by Olive (Loops created by Olive are “Olive Originals”). A Loop Author(s) is/are developers, Your internal developers, or Olive developers who create Loops or either distribution in the Loop Library or for internal use only. A Loop ultimately produces a “Whisper” to the User, providing the User with real-time information to help minimize the time it takes for that User to carry out a specific task, while improving task accuracy. A Whisper is the intelligence or information that is communicated to the User by Olive Helps and is the end product of a Loop.


2) YOUR ACCEPTANCE OF THE OLIVE HELPS TERMS OF USE


By accessing, downloading, or using Olive Helps, including any Loops created by Olive, You acknowledge You have read these Olive Helps Terms of Use (“Terms”), You agree to be bound by these Terms on behalf of Yourself or Your organization, and You agree to continue to be bound by these Terms as they are amended from time to time (“Acceptance”). “You” and “Your” refer to either you, the individual who uses Olive Helps, or you, the legal entity that a User using Olive Helps represents.


3) YOUR DOWNLOAD, ACCESS, AND USE OF OLIVE HELPS


Your download, access, or use of Olive Helps means You intend to do any of the following: develop Loops for Your use, develop Loops for Your organization’s use, develop Loops for use by Users (each, a Loop “Author”), or use a Loop in the Loop Library. You represent and warrant that Your download, access, or use of Olive Helps and the Olive Helps Loop Library is not for any other purpose. You agree to provide accurate and complete information when You register with Olive Helps, and You agree to update Your registration information to keep it accurate and complete. You agree that Olive may store and use Your registration information to maintain Your Olive Helps account (“Account”). You may not create an Account for anyone other than Yourself without proper authority and consent to do so.


4) YOUR LICENSE TO AND USE OF OLIVE HELPS


Subject to Your compliance with these Terms, Olive grants to You (as a Loop Author or a User, as applicable) a limited, non-exclusive, revocable, non-sublicensable, personal, and non- transferable license to access and use Olive Helps, including the Olive Helps Loop Author Tools, solely for the purposes of developing Loops for publication in the Loop Library or for using Loops in accordance with the Loop’s terms of use. The Olive Helps Loop Author Tools comprise the following: the Loop Development Kit (“LDK”), Olive APIs, Olive Materials, User Content, Your Account, Olive Originals and other materials or features made available in Olive Helps by Olive, including any new or updated features or capabilities. Loop Development Kit means the tools, software, and other resources provided to or made accessible to Loop Authors by Olive to build Loops. Olive API means Olive’s application programming interface. Olive Materials means any documentation, data, instructions, or other information made available to either Loop Authors or Users as part of their subscription to Olive Helps. User Content means any data, plugins, software, information, content, files, technology, or materials uploaded or made available through Olive Helps or on behalf of any other end-user or licensee of Olive Helps.


You agree not to use Olive Helps or any component thereof for any purpose that is unlawful, in any manner that infringes the intellectual property rights of Olive, in any manner that infringes the intellectual property rights of a Loop Author or User, respectively, or in a manner that is not expressly granted under these Terms. You agree to comply with all applicable laws, rules, and regulations during Your use of Olive Helps or development of Loops. Olive may terminate Your use of Olive Helps if Olive believes You are using Olive Helps in any manner that is unlawful or in which it was not intended. You shall not upload, download, post, email, transmit, store or otherwise make available any content that is unlawful, infringes on the intellectual property rights of any third party, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable. You, and any User, shall not engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or Confidential Information in violation of a confidentiality, employment, or nondisclosure agreement; nor shall You post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements. You represent and warrant You have full consent and authority to upload any User Content or other content to Olive Helps or Your Account.


Confidential Information means any and all business, financial, technical and other confidential or proprietary information such as, but not limited to, trade secrets, know-how, communications, business plans, sales and marketing information and strategies, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, software proposal preparation techniques and pricing policies, know-how, software, methodologies, processes, and financial information whether in written, oral, graphic, electronic, or any other form. Specifically to Olive Helps, Confidential Information means any information derived from or disclosed to a User or Olive by another User or Olive as part of the use, subscription to, and or benefit of Olive Helps. Examples of Confidential Information specific to Olive Helps include, but are not limited to Olive Materials, Author Content, User Content, and information or data disclosed in oral, written, graphic or machine-readable form, or in forms otherwise embodying or displaying such information, or which is visible or audible to Olive Helps subscribers, their subsidiaries, agents or subcontractors, or by having access to a subscriber’s systems.


5) OLIVE’S LICENSE


As a Loop Author, You hereby grant to Olive a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use, reproduce, promote, distribute, edit, modify, publicly display, create derivative works of, combine, perform, cache, and transmit Your Loop and Your Loop Author Content for the purpose of providing, developing, improving, or enhancing Olive Helps. Author Content means any Loop Author trademarks, logos, tradenames, materials, documentation, data, or other information made available to Users or Olive as part of the inclusion of a Loop in the Loop Library or as otherwise made available to Olive or to Users as part of a User’s subscription to Olive Helps. Additionally, You hereby grant to Olive a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to promote, market, or resell a Loop separately or in combination with Olive’s other products or service offerings.


6) LICENSE TO USER CONTENT & DATA


As a User, You grant to Loop Authors and to Olive a worldwide, perpetual, irrevocable, royalty- free, sublicensable, transferable right and license to use, reproduce, promote, distribute, edit, modify, publicly display, create derivative works of, combine, perform, cache, de-identify, anonymize, and transmit User Content for the purpose of providing, receiving, and enhancing Loops and Olive Helps. Additionally, and in accordance with applicable laws and regulations, Olive shall have the right to collect and analyze User Content relating to provision, use, and performance of Olive Helps, and Olive may use such User Content (a) to improve its services, (b) for other development, diagnostic, and corrective purposes, (c) to develop other Olive offerings, or (d) disclose such User Content solely in aggregate, anonymized, or de-identified form.


The collection and use of personal information by Olive through Olive Helps are governed by the Olive Privacy Policy. The collection and use of personal information by Loops and Loop Authors is governed by the terms and conditions and privacy policies provided with those Loops and may vary from these Terms and Olive’s Privacy Policy. Similarly, to the extent a Loop uses Protected Health Information (“PHI”), the use of PHI is governed by the Business Associate Agreement included within these Terms or any other business associate agreement that may be included as part of a t Loop’s terms and conditions or privacy policy. It is the responsibility of the Loop Author and User to determine whether a business association agreement may be required for the use of a Loop.


7) YOUR ACCOUNT


In order to utilize Olive Helps, You will be required to create an Account, and You will be responsible for all activity related to Your Account. You also agree not to share or provide access to Your Account to anyone. You acknowledge and agree that Your Account is a dashboard belonging to Olive. You therefore have no proprietary interest in or to Your Account, and Olive reserves the right to view, monitor, or record activity in Your Account in accordance with these Terms and Olive’s Privacy Policy. Olive will also comply with all court orders involving requests for such information. In addition to the foregoing, Olive reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt Your operation of or access to Your Account for any reason.


8) TRANSACTING WITH Pi IN OLIVE HELPS


  1. Definition of Pi. “Pi” is the Olive currency that a User uses to purchase Loops through the Olive Helps Loop Library. Pi may only be used to purchase products or services available in Olive’s catalog, on Loops available through Olive Helps or for products and services available in the Olive Library and may not be used for any other purpose. Any Olive product and service available for purchase with Pi will have a pre-established Pi price displayed in Olive’s catalog, in Olive Helps, or the Olive Library. The Olive Library is an online marketplace for Olive and its partners to market and sell industry leading solutions (SKU's). The Library includes all Olive first party SKU’s along with partner-built solutions. Within Olive Helps, there are two types of Pi, “Purchased Pi” and “Earned Pi”. Purchased Pi is non- refundable, non-transferable, non-withdrawable monetary currency and shall not and cannot be sold to another person or third party. Earned Pi is Pi earned through and due to purchases/subscriptions to a User’s submitted and published Loop(s). Earned Pi is non-refundable, non-transferable, withdrawable monetary currency and shall not and cannot be sold to another person or third party.
  2. Purchase of Pi. A User may purchase Pi (Purchased Pi) within the User’s Account using US Dollars at an exchange fee/conversion ratio of three to one (one US Dollar equals three Pi). You acknowledge that Olive uses a third-party to process the purchase of Pi. You hereby waive any claims against Olive with respect to the processing of such purchases. Any applicable taxes will be applied at the time of purchase. If User wishes or needs to purchase additional Pi, the User may do so at any time within the User’s Account. Pi purchased does not expire and may be spent at any time on any available Olive product or services. Olive may charge a 5% monthly inactivity fee for unspent Pi if the User does not spend any Pi during a continuous twenty-four (24) month period or otherwise does not engage with Olive to provide any products or services during that time.
  3. Using Pi to Subscribe to a Loop. To subscribe to a Loop in the Loop Library, a User must have enough Pi in the User’s Account. Any applicable taxes will be applied at the time of purchase.

9) LOOP SUBSCRIPTIONS


The cost to subscribe to a Loop is established by the Loop Author in US Dollars, and after such cost is established, it is assigned a Pi price by Olive based on the 3:1 conversion ratio set forth above. No paid Loop subscription may be valued at an amount less than 9 Pi per month.


Subscriptions shall continue on a monthly basis until a User chooses to unsubscribe to a Loop; at that point, the User may continue to use the Loop until the earlier of: a) the end of the then-existing monthly term; or b) the last day of the following month. For example, if a User subscribes to a Loop on the 31st day of a month, then the subscription will end on the 31st day of the following month; if the following month does not contain 31 days, then the subscription will end on the last day of the following month. Olive shall have the right to deduct from a User’s Account, on a monthly basis, the Pi amount due for any active subscription. You will automatically be unsubscribed to Loop(s) if the balance of Pi in Your Account reaches zero (0) Pi or does not have sufficient Pi to cover the cost of the Loop subscription.


10) REVENUE SHARE FOR A LOOP (Only applies to Loop Authors)


As a Loop Author, You agree that Olive shall be entitled to a 15% revenue share for each Loop published in the Loop Library. When a User subscribes to a Loop, 85% of the revenue will be stored in Your Account as Earned Pi. A Loop Author may elect to withdraw Earned Pi as US Dollars at any time; provided, however, that each withdrawal must be equal to the value of at least 100 Pi. Although a Loop Author may elect to withdraw Earned Pi at any time, Olive will only process and distribute Earned Pi to applicable and authenticated Loop Authors once per calendar month.


Each party shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under these Terms, and each party shall be solely responsible for any and all tax obligations arising from its performance of and participation in these Terms.


11) TERMINATION


Olive may terminate these Terms at any time upon notice. Upon any termination of these Terms, Your access and use of Olive Helps and the Loop Library will also terminate immediately. Upon any termination of these Terms or Your election to not use Olive Helps, You may only elect to withdraw Earned Pi. As stated above, Purchased Pi is non-refundable.


12) OWNERSHIP OF INTELLECTUAL PROPERTY


  1. Loop Authors

    1. Loop Authors retain all applicable intellectual property rights to their Loops, including all Author Content, subject to any exceptions expressly stated in these Terms.

    2. Except for the limited license granted to You for Your access and use of Olive Helps, You acknowledge that Olive is the sole owner of and retains all intellectual property rights to Olive Helps, including the LDK, all Olive Materials, and the function, operation, and development of the Loop Library. Your right to use Olive Helps is limited to the rights expressly granted in these Terms. Olive may immediately terminate Your use of Olive Helps if Olive determines, in its sole discretion, that such use violates these Terms in any manner.


  2. Loop Users

    1. All ownership rights to User Content remain with the User. Olive may immediately terminate Your use of Olive Helps if Olive determines, in its sole discretion, that such use violates these Terms in any way. A User may be required by a Loop Author to agree to additional terms and conditions for a particular Loop.



13) YOUR LOOP & LOOP LIBRARY SUBMISSIONS


  1. Loop Submission Review

    1. Publication of a Loop in the Loop library is subject to Olive’s approval. You agree to provide any information required by Olive that is necessary for such approval, which may include Your Loop’s source code or other confidential or proprietary information. Olive may, in its sole discretion, accept or reject Your Loop for distribution in the Loop Library.

    2. If Your Loop is not approved for publication in the Loop Library but you wish to use the Loop (“Local Loop”), You may do so provided that such use is solely for Your personal or organization’s internal, non-commercial purposes and not for the benefit of any third party. You agree to be solely responsible for the functionality, availability, compliance, maintenance, and performance of Your Local Loop, and You agree that Olive shall not be responsible for providing support, maintenance, or any other services with respect to Your Local Loop. Olive hereby disclaims any liability arising in connection with Your Local Loop, and You agree to indemnify Olive for any claims brought against Olive regarding the same.


  2. Your Information

    1. You agree to provide to Olive any information or materials necessary to publish and maintain Your Loop in the Loop Library, and You understand and acknowledge that Olive may be required to disclose Your information to third parties for these same purposes. Additionally, You understand and agree that upon termination of these Terms, Olive will continue to maintain copies of information provided by You, during the Loop submission or for the purpose of maintaining Your Loop in accordance with Olive’s data retention policies.

    2. You hereby grant to Olive a non-exclusive, non-transferable, non- sublicensable, non-assignable, royalty-free license to use Your name, logo, or tagline for the purpose of advertising Your Loop.


  3. Your Loop Works

    1. By submitting Your Loop for approval to be included in the Loop Library, You represent and warrant that Your Loop works as You intend it to and as You have described. You acknowledge and agree that following submission, You and Olive will review and test Your Loop to evaluate its performance capabilities, and Olive, in its sole discretion, will determine whether to accept and publish Your Loop. Additionally, You represent and warrant that Your Loop is secure and compliant with all applicable laws and regulations and does not violate these Terms or the Loop Library Guidelines.


  4. Changes to Your Loop

    1. If You need to make changes to Your Loop during the submission process or after publication, You agree to provide any information necessary for Olive to perform a review (and approval, if applicable) of the modified Loop. Changes or updates may include bug fixes, updates, modifications, versions, supplements, revisions, or new releases of Your Loop. If You become aware of a bug, error, or defect in Your Loop that You believe may impact a User’s ability to use your Loop as intended or poses a security risk, You agree to notify Olive in writing immediately. You agree to use Your best efforts and cooperate as reasonably requested by Olive to remedy such issues. Olive shall have the right to suspend publication of Your Loop until all issues are resolved to Olive’s satisfaction.


  5. Availability and Maintenance of Your Loop

    1. Following admission to the Loop Library, the development, testing, support, maintenance and ultimate performance of Your Loop is Your responsibility, not Olive’s. You agree that Olive is not responsible for any costs, damages, or other liabilities that You may incur when developing Your Loop, during Your use of the LDK or Olive Materials, during the submission process, or after publication of Your Loop in the Loop Library.


  6. Third Party Maintenance & Storage of Your Loop

    1. If Your Loop is accepted for publication and distribution in the Loop Library, You agree to allow Olive to utilize an industry recognized reputable third party to store and maintain Your Loop source code (“Loop Storage Provider”). The purpose of this is to ensure Olive/Olive Helps is able to continuously offer Your Loop for use in the Loop Library by Olive’s customers and Users in the event You are no longer able to support, monitor, and or improve Your Loop.

      1. Deposit. Upon acceptance by Olive of Your Loop and Olive’s publication of it into the Loop Library, Olive will submit Your Loop source code to the Loop Storage Provider. Along with Your Loop source code, You and or Olive will also submit the names and contact information for each author or other creator of the Loop, along with all documentation necessary to enable a person of reasonable skill with application development to compile and build readable code for the corresponding Loop, to maintain the Loop, and fully operate the Loop (“Deposit Materials”). Promptly after any release of any update, upgrade, patch, bug fix, enhancement, new version, or other revision to Your Loop, You will notify Olive and You and or Olive will deposit the updated Deposit Materials with the Loop Storage Provider.

      2. Verification. At Olive’s request and expense, the Loop Storage Provider may at any time verify the Deposit Materials, including without limitation reviewing the completeness and accuracy of any and all materials deposited by You or Olive. If the Deposit Materials do not conform to the requirements set out above: (a) You will promptly deposit conforming Deposit Materials; and (b) You will pay the Olive and or the Loop Storage Provider for any subsequent verification of the new Deposit Materials. Any breach of these provisions will constitute a breach of these Terms, and Your Loop Author Subscription will be suspended until such breach is cured.

      3. Storage License. You grant Olive a license to use, reproduce, and create derivative works from the Deposit Materials, provided Olive does not distribute or sublicense the Deposit Materials or make any use of it whatsoever except for the benefit of Olive Helps and such internal use as necessary to maintain Loops already in use by Users. Copies of the Deposit Materials created or transferred under these Terms are licensed, not sold, and neither Olive, the Loop Storage Provider, nor any User will receive any title to nor any ownership of any copy of the Deposit Materials itself. Olive recognizes and agrees that Your Deposit Materials belong solely to You and may include Your trade secrets and Olive will not disclose the Deposit Materials to any third-party except to the extent required by law.

      4. Release Conditions. The term “Release Conditions,” as used in these Terms, refers to any of the following: (a) Your breach of these Terms, if that breach remains uncured for 10 or more business days after written notice from Olive; (b) any failure of You or Your Loop to function or perform under the terms of these Terms and such nonperformance presents an ongoing concern and or threat to the usability and quality performance of Olive Helps; (c) appointment, application for, or consent to a receiver, trustee, or other custodian for You or Your assets; (d) You become insolvent or unable to pay Your debts as they mature in the ordinary course or makes an assignment for the benefit of creditors; (e) You are liquidated or dissolved; or (f) any proceedings are commenced in regard to You under any bankruptcy, insolvency, or debtor’s relief law, and those proceedings are not dismissed within 60 days. If any of the preceding occurs, You acknowledge and agree that the Release Conditions have been met and the Olive will have full access to control and manage the Deposit Materials.

      5. Termination. In the event of termination of these Terms for any reason not set forth in Section (f)(i)(4) above, You and Olive will, in good faith and at Olive’s sole discretion, negotiate Olive’s retention of the Deposit Materials by Olive from You. If, however, Olive or You refuses or fails to negotiate and agree to terms of retention, then Olive may pursue such remedies available at law or in equity, subject to the provisions of these Terms, to retain Your Deposit Materials. In addition to the foregoing, if Olive, in its sole discretion, offers to purchase Your Deposit Materials, You acknowledge and agree that in no instance shall Olive be obligated to pay You more than the price You charge a User to purchase/download Your Loop from the Loop Library.


  7. Olive Customers.

    1. You may be an existing Olive customer and have access to other Olive products pursuant to another business or commercial agreement You entered into with Olive. Any such agreement may limit or prohibit You from developing certain software. If an agreement between You and Olive includes any such restriction, but Olive decides to include Your Loop in the Loop Library, Olive’s decision will serve as a limited waiver of that restriction with respect to Your Loop(s) and their related development for the period during which Olive includes Your Loop(s) in the Loop Library. These Terms will still apply to Your Loop. Subject to the limited waiver described above, any and all other terms in any other agreement you have entered into with Olive will still apply to You. To be clear, this waiver does not extend to any other development of other software not approved for inclusion in the Loop Library. In addition to the foregoing, these Terms do not and will not terminate and or replace any other business and or commercial agreement You have entered into or may enter into with Olive.


14) NEW VERSIONS OF OLIVE HELPS


Olive may from time-to-time provide You with special access to new versions and or “Beta” versions of Olive Helps features, Olive Originals, and or new functionality, including new LDKs, Loop Library features, or other Olive products. Your use of any these new and or “Beta” versions are subject to these Terms. New or Beta versions of Olive Helps may include features and functionality that are not yet available to other Olive customers and the inclusion of features and functionality in new or Beta versions does not mean that they will ever be made available to the Olive Community. Use of pre-release Olive Materials or Olive Software is entirely at Your own risk.


15) OLIVE LOOPS & INDEPENDENT DEVELOPMENT


Olive’s efforts to support or create Loops that Users want to use, as well as to create a robust Loop Library, means Olive will contract with many other Loop Authors, healthcare providers, third- party vendors, and others, some of whom may develop Loops similar to Your Loops. Olive may also be developing its own Loops, or may decide to do so in the future, that are also similar to and/or compete with Your Loops. Nothing in these Terms will inhibit nor interfere with Olive’s ability to freely create, license, and/or include other Loops that are the same or similar, or otherwise compete with, Your Loops, or any other products, software, or technologies that You may develop, produce, market, or distribute, or Olive’s right to work with any third parties that may do the same. You also agree that Olive is in no way restricted from using any feedback or other input relating to Your Loops or the Loop Library.


16) USERS & AUTHOR RELATIONSHIP


All Olive Helps Loop Library Loop Authors and Users hereby acknowledge and agree that the delivery, performance, and use of a Loop in the Loop Library is governed by terms and conditions executed between the Loop Author and User. Olive shall in no way be responsible for the performance of a Loop or use of a Loop by a User. Olive neither endorses, nor is responsible or liable for, the content of a Loop or anything published by a Loop Author or a User in the Loop Library.


17) DATA PRIVACY & SECURITY


  1. Data Privacy. You acknowledge and agree that Loops You create, Loop Library Submissions, and Your use of any Loop, feature or functionality of Olive Helps will comply with any and all applicable privacy laws and regulations. If You cannot comply or fail to comply with any of these obligations, Your License to use Olive Helps may be terminated at Olive's sole discretion. You represent and agree that You have attained any necessary consents and authorizations in accordance with applicable laws and regulations, with respect to any information (including personal information, protected health information, or any other regulated data) that You upload, post, or otherwise transmit to Olive or Olive Helps as part of any Loop Library Submission, User Content, Author Content, or during your use of Olive Helps and any Loops. The creation, use, disclosure and processing of Protected Health Information that is governed by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, and any subsequent amendments or modifications to such regulations including those implementing the requirements of Subtitle D of Title XIII of the American Recovery and Reinvestment Act of 2009 (“HITECH”) (collectively, “HIPAA”), is governed by the Business Associate Agreement included within these Terms. You are solely responsible for any HIPAA or applicable privacy law compliance costs, including any damages, penalties, costs, or other expenses incurred as a result of Your actions and use of Olive Helps.

  2. Data Security. Olive takes data security very seriously and while complete data security is impossible to guarantee, Olive maintains industry standard safeguards designed to protect the confidentiality and integrity of, and prevent the unauthorized access to or use of, data or information provided to or processed by Olive and Olive Originals. The security of Loops and any data processed through Loops not created by Olive is the responsibility of the Loop Author. It is the User’s responsibility to ensure it reviews and understands the security of the Loops they use. Olive takes no responsibility for the security of other Loops.


18) HIPAA COMPLIANCE


This section applies if and to the extent Olive, Olive Originals or Loop Authors process Personal Health Information and thereby are required to comply with HIPAA, and constitutes the Business Associate Agreement (“BAA”) between Olive, a Loop Author, and/or a User. You agree as follows:

  1. Capitalized terms not defined in these Terms shall have the same meaning as those terms are defined in the regulations at 45 CFR Parts 160-164 (“HIPPA Rules”), except that the term PHI shall be limited to such information limited to such information created, received, or maintained by or on behalf of Olive or a Loop Author in the use of Olive Helps and any Loop (including Olive Originals) while these Terms are in effect.

  2. Olive and Loop Authors agree to: (i) not use or disclose PHI other than as permitted or required by this BAA or as permitted or required by law; (ii) use appropriate and industry standard safeguards to protect against any unauthorized access, use or disclosure of PHI, and to comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI; (iii) report to You upon request any use or disclosure of PHI not provided for by this BAA of which Olive or Loop Authors become aware, including any Security Incident resulting in the unauthorized use or disclosure of electronic PHI; (iv) report to You any Breaches of Unsecured PHI in the time frame and as required by 45 C.F.R. Part 164.410, and; (v) require any subcontractor that receives PHI to agree in writing to the same restrictions and conditions as this BAA; (vi) upon Your written request (1) provide access to PHI in a designated record set in accordance with 45 CFR 164.524, and incorporate amendments to such PHI as required by 45 CFR 164.526, and (2) provide information as required to respond to a request under 45 CFR 164.528; (vii) to the extent Olive or the Loop Author agree to carry out any obligations of You under 45 CFR Part 164, Subpart E, comply with the requirements of such Subpart as apply to You in the performance of such obligations; (viii) make internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary upon request, subject to any applicable legal privileges. To the extent Olive or the Loop Author receive a request for access or amendment directly from an individual or User, Olive or the Loop Author will inform the individual or User to contact You directly.

  3. This BAA applies solely to the PHI created or received by Olive or the Loop Author in their capacity as a Business Associate on behalf of You. To the extent Olive or a Loop Author may receive the same or similar information in its capacity as a Business Associate of another covered entity or in a non-Business Associate capacity, such information shall not be governed by this BAA.

  4. Loop Authors agree not to use PHI for their own commercial or marketing purposes.

  5. Loop Authors will immediately report Security Incidents or a Breach of PHI to Olive at privacy@oliveai.com. Loop Authors who breach the terms of this BAA are subject to expulsion from the Loop Library without penalty. Loop Authors are solely responsible for any costs related to a Breach of Unsecured PHI associated with their Loop, including, but not limited to, notification costs, attorneys’ fees, and forensic investigation costs.

  6. Olive and the Loop Author may use and disclose PHI: (i) to perform functions and activities for or on behalf of You, including but not limited to its obligations as described in these Terms; (ii) for their own proper management and administration or to carry out their legal responsibilities in accordance with 45 CFR 164.504(e)(2) and (4); (iii) to create a limited data set and de-identified data, and in the case of a limited data set, use and disclose such data for the purposes permitted by and in accordance with 45 CFR 164.514(e), and in the case of de-identified data, for any lawful purpose; (iv) to perform data aggregation services related to Your health care operations; (v) for purposes permitted by, and consistent with, 45 CFR § 164.512; (vi) pursuant to a valid HIPAA authorization or as permitted by 45 CFR 164.506(c); and (vii) as otherwise permitted in writing by You.

  7. You will provide Olive or the Loop Authors only the minimum PHI necessary to enable the performance of the Loops You use and or have subscribed to. You shall use appropriate safeguards to protect against any use or disclosure of PHI not permitted by this BAA, and to comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI. You represent and warrant that: (a) You have obtained all permissions, consents and authorizations required for Olive and Loop Authors to use and disclose PHI to provide services as described or as otherwise permitted or required herein; and (b) You will not provide any PHI to Olive and Loop Authors that is subject to a restriction pursuant to 45 CFR 164.522(a).

  8. This BAA terminates upon termination of the Terms, except as provided below. Upon termination of the Terms and this BAA, Olive and the Loop Author will return or destroy PHI if feasible, or otherwise will extend the protections of this BAA to the PHI for so long as it retains PHI and use and disclose such PHI only for those purposes that make its return or destruction infeasible.


19) COMPLIANCE WITH LAWS


Each Party shall be responsible, at its expense, for complying with any and all applicable laws and regulations both in its performance of these Terms and its use of Olive Helps, the Loop Library, and any submission of Loops and Deposit Materials.


Under no circumstances is Olive responsible for determining what laws and regulations may apply to a Loop or whether a Loop or Loop Author has sufficiently complied with applicable laws and regulations. In addition, Olive’s approval of a Loop or modification requests to a Loop’s terms and conditions or privacy policy, is no indication or confirmation of compliance with applicable law and does not waive Your obligation to ensure you are in compliance with applicable law.


20) OLIVE HELPS UPDATES & MODIFICATIONS


Olive may update and amend these Terms from time to time in its sole discretion. It is Your responsibility to regularly review these Terms for any such updates or modifications. Your continued use of Olive Helps after any update to these Terms means You consent to any such changes and agree to comply with them.


21) THIRD-PARTY WEBSITES & APPLICATIONS


Olive Helps may integrate or hyperlink third-party services, websites, applications, software, and other content from third-parties (“Third-Party Services”). Third-Party Services are not maintained by or related to Olive. Third-Party Services are provided as a service to You and the Users and are not sponsored by or affiliated with Olive, and Olive makes no representations or warranties about the content, completeness, or accuracy of those Third-Party Services. We are not responsible for the availability of such Third-Party Services and do not endorse, nor are we responsible or liable for, any content or other materials on or available from such Third-Party Services. Your use of the Third-Party Services may be subject to additional terms, including software license terms, of those third parties, and it is Your responsibility to ensure compliance with any such additional terms. If You integrate and or utilize any Third-Party Services as a part of Your Loop/Loop Submission, You represent and warrant to Olive and any other Users that You have the appropriate rights, authority, and consents to integrate and utilize any such Third-Party Services.


22) CONFIDENTIALITY


The Parties agree to maintain in confidence all Confidential Information that is made available to them or accessed by them while using Olive Helps or through the Loop submission process. Each Party agrees to use and disclose Confidential Information only as necessary to exercise its rights and perform its obligations as set forth in these Terms. The Parties agree not to use nor disclose any Confidential Information for any other purpose. The Parties also agree not to reverse engineer Confidential Information except that Olive may only do so, if necessary, to repair and or maintain Olive Helps and or the Loop Library. Any unauthorized use or disclosure of Confidential Information will constitute a breach of these Terms. If a Party discovers that anyone who has been provided access to Confidential Information has improperly used or disclosed such information, such Party will discontinue such person’s access and immediately notify the other Party. The Parties agree that damages caused by a breach of any of these obligations may be irreparable. As such, a non-breaching party is entitled to seek equitable relief, including injunctive relief, in addition to all other remedies that may be available. Each Party’s obligations under these Terms does not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) discovered or created by the receiving party before disclosure by disclosing party; (c) learned by the receiving party through legitimate means other than from the disclosing party or disclosing party's representatives; or (d) is disclosed by receiving party with disclosing party's prior written approval.


23) INDEMNIFICA TION


You agree to indemnify Olive, its parents, subsidiaries, officers, employees, and contractors and each of their officers, employees and agents from any third party claims, damages, fines, penalties, fees, and expenses (including reasonable attorneys’ fees and costs), related to: (i) Your violation of these Terms; (ii) to the extent that any Content is claimed to infringe on another party’s intellectual property rights; or (iii) unauthorized use of Olive Helps and or the Loop Library.


24) DISCLAIMER OF CONSEQUENTIAL DAMAGES & LIMITATION OF LIABILITY


IN NO EVENT WILL OLIVE BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR INDIRECT DAMAGES; FOR ANY LOSS OF BUSINESS, PROFIT, REVENUE, ANTICIPATED PROFIT, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, OR DATA; OR FOR EXPENDITURES, INVESTMENTS, OR COMMITMENTS MADE IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT OLIVE HAD BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OLIVE’S LIABILITY FOR CLAIMS BROUGHT BY YOU PURSUANT TO THIS AGREEMENT EXCEED $500.00.


25) REPRESENTATIONS & WARRANTIES


OLIVE HELPS IS PROVIDED AS-IS WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ARE HEREBY DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF OLIVE HELPS AND OR ANY OLIVE ORIGINAL, OR ANY IMPLIED WARRANTIES THAT THE OLIVE MATERIALS AND OR ANY OLIVE ORIGINAL ARE ERROR-FREE OR FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NO EMPLOYEE OF OLIVE OR ANY OTHER PARTY IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY NOT AFFIRMATIVELY AND EXPRESSLY GRANTED IN THIS AGREEMENT. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF OLIVE HELPS, THE LOOP LIBRARY AND OR ANY OLIVE ORIGINAL IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OLIVE HELPS, THE LOOP LIBRARY AND OR ANY OLIVE ORIGINAL IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS.


26) AUTHORITY TO AGREE


Each Party represents and warrants to the other Party that it has the full right, power and authority to enter into these Terms and to perform the obligations set forth herein, and agreement to these Terms each Party has been authorized by its appropriate authorities and that the person agreeing to these Terms by clicking accept has the appropriate authority to agree on behalf of the Party it is representing.


27) INSURANCE (LOOP AUTHORS ONLY)


To the extent you are a Loop Author, You represent and warrant that You maintain insurance coverage in amounts reasonable and commercially standard in Your respective industry, profession, or based on the functionality of your Loop.


28) CHOICE OF LAW


These Terms shall be governed by the laws of the State of Delaware. In the unlikely event a dispute arises, You agree that any action will be brought exclusively in Franklin County, Ohio, and You also consent to the personal jurisdiction and venue of the state and federal courts located in Franklin County, Ohio.


29) ASSIGNMENT


You may not assign or otherwise transfer Your interest or any part of the same under these Terms to another party without the consent of Olive. Olive may assign its interest or obligations under these Terms in its sole discretion.


30) ENTIRE AGREEMENT & CONFLICTS


These Terms reflect the entire agreement between the Parties with respect to the use of Olive Helps, the development of Loops, and the use of Olive Originals. All other agreements between the Parties related to other Olive products and services shall remain unchanged and in full force and effect, unless otherwise expressly stated herein.


31) LEGAL NOTICE


All notices to Olive shall be sent to: 99 East Main Street, Columbus, Ohio 43215, Attn: Chief Legal Officer with a copy to legal@oliveai.com. By agreeing to these Terms, You acknowledge and agree that electronic mail is proper and acceptable legal notice to You. All notices to You shall be sent to the email address associated with Your Account. Notice my also be provided to You at the physical address associated with Your Account, but only where required by law.


32) NO WAIVER


The failure of any Party to require the performance of any obligation or to exercise any right under these Terms, or the waiver by either Party of any breach of these Terms, will not act as a bar to subsequent enforcement of such obligation or right or be deemed a waiver of any subsequent breach.


33) NO JOINT VENTURE OR PARTNERSHIP


These Terms do not constitute a joint venture or partnership arrangement between any of the Parties, and it does not create any relationship of principal and agent, or otherwise between any of the Parties. No Party will be liable for obligations incurred by the other, except as described in these Terms. Nothing contained in these Terms will be interpreted as creating a partnership, joint venture, or employment relationship between any of the Parties, it being understood that, to the extent applicable, the sole relationship created hereby is one of independent contractor.


34) SURVIVAL


The terms, provisions, representations, and warranties contained in these Terms whereby their sense and context are intended to survive the performance and termination of these Terms, shall so survive the completion of performance and termination of these Terms, including, but not limited to, the making of any and all payments due hereunder.