OLIVE HELPS AUTHOR & USER AGREEMENT

  1. WHAT IS OLIVE HELPS?

Created by Olive AI, Inc. (“Olive” or “We” or “Us”), Olive Helps provides information support to human workers. Olive Helps accomplishes this through a desktop application that uses Sensors. “Sensors” are components that allow Olive Helps to observe and learn from the work humans are doing, which may include a human’s interaction with Websites, Native Applications, Clipboard, Keystrokes, or any other type Sensor. The Sensors trigger Loops. “Loops” are analogous to apps in an app store and are used to retrieve specific information for the human worker. Loops are created by Olive, Olive customers, and other technology partners and are available to use in the Loop Library. The “Loop Library” is the Olive hosted and supported store where Loops are made available to “Users”. Users are any end-user of Loops or the Loop Library. Loops then produce a Whisper to the human user, providing the human user real-time information to help minimize the time it takes for them to carry-out a specific task. A “Whisper” is the intelligence that is being communicated to the human by Olive Helps. A Whisper is the end product of a Loop.

By clicking “accept” and or “agree” to select Your acknowledgement and agreement to this Author & User Agreement (“Agreement” or the “Terms“), You are acknowledging and agreeing that You have read this Agreement and agree to be bound by its terms and provisions. In addition, any use by You of Olive Helps and or the Loop Library confirms Your acceptance of this Agreement and Your acknowledgement and agreement to be bound by this Agreement and its terms and provisions (“Acceptance“). In addition to the foregoing, Your use of Olive Helps means You want to use Olive Helps and access the Loop Library to utilize Loops created by other Loop Authors, or You wish to develop Loops for Your use and or for other Users within your organization, or for use by other Olive Helps Users outside of your organization via the Loop Library. “You” and “Your” are capitalized to describe the individual (you) or legal entity agreeing to use, access, and/or license Olive Helps under this Agreement, as indicated by Your Acceptance. For purposes of clarity, You may be a User and or a Loop Author, and this Agreement shall govern any and all activities You engage in within Olive Helps. When this Agreement references “Party” or “Parties,” that means both Olive and You, either collectively or individually. Throughout this Agreement you may encounter certain defined terms. Please refer to Exhibit A, “Definitions”, as your guide for the defined terms found below and not defined therein. This Agreement shall also govern any use by You of a Loop created, controlled, and or owned by Olive (“Olive Original“).

 

  1. YOUR LICENSE

Upon Acceptance by You, Olive agrees to provide You a limited, non-exclusive, revocable, non-sub-licensable, personal, and non-transferable license to access and use Olive Helps and the Olive Helps Loop Author tools, which includes, depending on Your subscription level as chosen by You, the Loop Development Kit (“LDK”), Olive APIs, Olive Materials, User Content, Your Olive Helps account and other materials or features Olive may make available for Your use under this Agreement for the purpose of developing Loops to be included in the Loop Library and/or for use by Olive Helps Users. If applicable, as Olive Helps continues to improve and develop, new Olive Helps features, capabilities, or uses may be available to You and any such additional features, capabilities, and or uses will be subject to the terms and provisions of this Agreement. You are under no obligation to create and develop Loops for the Loop Library, but You acknowledge and agree that the purpose of this Agreement and Your use of Olive Helps is to create, develop, and participate in the development and or improvement of Loops and Olive Helps.

  1. Sublicensing. In order to help facilitate the adoption and use of Loops that are included in the Loop Library, Loop Authors agree to grant Olive and all authorized Users of Olive Helps a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, reproduce, promote, distribute, edit, modify, publicly display, create derivative works of (without use/reliance on Your Confidential Information), combine, perform, cache, and transmit Loop Author Content as part of Olive providing and enhancing Olive Helps. For purposes of clarity, any and all Loop Author Content and or Loops created by You will solely be used by Olive, Users, and or other Loop Authors in and for the development and improvement of Olive Helps, Loops, and the Loop Library. Any other use of the same outside of Olive Helps and or for the benefit of any person, entity, and or business activity(ies) outside of Olive Helps is expressly prohibited; provided, however, Olive may use, integrate, and or resell any published Loop in the Loop Library to an Olive customer as part of Olive’s other product and service offerings. In turn, each authorized Loop User and licensee of Olive Helps grants 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, and transmit the User Content for the sole purpose of providing, receiving, and enhancing Loops and Olive Helps.
  2. In accordance with applicable laws and regulations, Olive has the right to collect and analyze data relating to provision, use and performance of Olive Helps, and Olive may (a) use such data to improve its services, including through the use of automatic or machine learning, and for other development, diagnostic and corrective purposes in connection with Olive’s services, to develop algorithms for use in Olive’s offerings or to develop other Olive offerings; (b) disclose such data solely in aggregate or de-identified form; and (c) and use such improvements or make such disclosures without limitation hereunder.
  1. YOUR ACCOUNT

In order to utilize Olive Helps, You will be required to create an Olive Helps 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 except for Your authorized employees or subcontractors who will also be subject to and bound by the terms of this Agreement. You acknowledge and agree that Your account is a dashboard belonging to Olive. You therefore have no proprietary interest in your account and Olive reserves the right to view, monitor, and/or record activity in Your account without notice or permission from You. 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.

  1. YOUR SUBSCRIPTION
    1. Term of Subscription. Your subscription to Olive Helps and license as granted in this Agreement begins on the date of Your Acceptance and will continue for a period of twelve (12) months. From there, the Agreement will automatically renew for twelve (12) month periods until termination of this Agreement pursuant to the terms in Section 4(b) below.
    2. Termination. Either Party may terminate this Agreement at any time without notice; provided, however, any terms and or provisions herein intended to survive any termination of this Agreement shall survive and You shall be bound to such surviving terms and provisions. Termination by You shall only be effective upon delivery of notice to Olive by You, as well as Your discontinuation of usage of/benefitting from Olive Helps, any Olive Original, and the Loop Library. Upon any termination of this Agreement, Your access and use of Olive Helps and the Loop Library will also terminate immediately.
  2. INTELLECTUAL PROPERTY & USE
    1. Loop Authors
      1. If You create or develop a proprietary Loop or a Sensor that is incorporated into Your Loop, You will retain all applicable intellectual property rights and ownership of that proprietary Loop and/or Sensor, including all Author Content. Your rights in any such proprietary Loop and or Sensor created by You will only be subject to sublicensing requirements, and/or use allowances if Your Loop(s) are made available in the Loop Library as set forth in this Agreement. No entity or person will acquire any ownership rights in Your proprietary Loops and or Sensors.
      2. Except for the limited license granted to You for Your access and use of the LDK and Olive Materials, You acknowledge that Olive is the sole owner of and retains all intellectual property rights in Olive Helps, including the LDK, all Olive Materials, and the function, operation, and development of the Loop Library.
      3. You also agree not to display nor use any other User or Olive Materials, content, data, or information made available through Olive Helps (i) for use in any unapproved publications, in public performances, or on websites or applications other than in connection with Olive Helps; (ii) for any other commercial purpose; (iii) in any manner that is likely to cause confusion among Olive customers or Users; or (iv) in any manner that infringes Olive’s intellectual property rights. If Olive receives notice and or becomes aware of the preceding, Olive reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt Your operation of or access to Your Olive Helps account for any reason.
    2. Loop Users
      1. The use of Olive Helps and the Loop Library by Loop Users is governed by this Agreement. Loop Users do not and will not have any intellectual property rights to another Author’s Loop(s), Author Content, Olive Materials, the Loop Library, or any other features or functionality of Olive Helps. Loop Users will retain their intellectual property rights and ownership of any inputs, information, User Content, or other data elements that they either provide to Olive or that are processed by the Loop(s) they use. In their use of any Loop in the Loop Library, Loop Users will abide by any use terms and conditions published by that Loop’s corresponding Loop Author. In addition, any User of Olive Helps shall adhere to and abide by all applicable laws, regulations, and or Loop Library Guidelines.
      2. As part of Your license to, and use of, Olive Helps, and except as allowed under this Agreement, You and or any User agree to not do any of the following: (i) create, design, develop, enhance, produce, sell, license, promote, market, or distribute any material, software, or content that is intended for any use other than use what is described in this Agreement, (ii) to recreate any of the features or functionality of Olive Helps, (iii) to create or distribute any derivative work of Olive Helps or (iv) to allow anyone else outside of You and Your authorized representatives to use Your Olive Helps account. You, as well as any User or Loop Author, will not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of Olive Helps, a published Loop, and or the Loop Library, or in any way reproduce or circumvent the navigational structure or presentation of Olive Helps and or the Loop Library, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through Your license to use Olive Helps. Olive reserves the right to bar any such activity.
      3. You, or any User, will not attempt to gain unauthorized access to any portion or feature of Olive Helps, or any other systems or networks connected to Olive Helps or to any Olive server, or to any of the services offered on or through Olive Helps or the Loop Library, by hacking, password “mining” or any other illegitimate means. You, as well as any User, will not probe, scan or test the vulnerability of the Olive Helps or any network connected to Olive Helps and or the Loop Library, nor breach the security or authentication measures on Olive Helps or any network connected to it. You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to Olive Helps or the Loop Library, or any other customer of Olive, including any Olive Helps account not owned by You, to its source, or exploit Olive Helps or any service or information made available or offered by or through Olive Helps, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by Olive Helps. You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Olive Helps and or the Loop Library.
      4. You, and any User, agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of Olive Helps and or the Loop Library or any transaction being conducted through Olive Helps and or the Loop Library. You, and any User, will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to Olive or any Loop Author on or through Olive Helps and or the Loop Library, or any service offered on or through Olive Helps. You, and any User, will not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity. You, and any User, will not use Olive Helps, any Loop, and or the Loop Library for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Olive or other Users, Loop Authors, and or customers.
    3. Use and License to Olive Original(s)
      1. For any Loops in the Library which are and or become an Olive Original, Olive grants You a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to install and/or use an Olive Original (in whole or in part) (the “Olive Original License”), for such time until either You or Olive terminates this Agreement in accordance with the terms and provisions contained herein. You shall in no event use, nor allow others to use, an Olive Original or this Olive Original License for commercial purposes without obtaining an addition license to do so from Olive. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use an Olive Original on certain hardware. ANY OLIVE ORIGINAL IS LICENSED TO YOU, NOT SOLD.

        As applicable, certain parts of an Olive Original may be using third party features, some of which are managed by third-party providers for which additional terms and/or costs may apply. You must comply with such additional terms so please review such additional terms and costs carefully.

      2. You shall not, directly or indirectly (a) sell, rent out, lease, license, distribute, market, exploit an Olive Original or any of its parts commercially, (b) reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works of an Olive Original (except if a certain Olive Original enables You through a specific feature to create, generate or submit Your own generated content and for which You will need to create an account and comply with any additional terms ), in whole or in part; (c) create, use and/or distribute “auto”, “trainer”, “script” or “macro” computer programs or other “cheat” or “hack” programs or software applications for an Olive Original; (d) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within an Olive Original; and or (e) export or re-export an Olive Original or any copy of adaptation in violation of any applicable laws or regulations.

        While using an Olive Original, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with any rules of conduct that govern Your use of an Olive Original, which are not meant to be exhaustive and can be modified at any time by Olive. In all cases, You may only use an Olive Original according to anticipated use of and or purpose of the corresponding Olive Original. For example and without limiting Olive’s rights to take action against You, You may not: (a) create, use, share and/or publish by any means in relation to an Olive Original any material (text, words, images, sounds, videos, etc.) which would breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software); (b) modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of an Olive Original, or accessibility to other users, or the functioning of the partner networks of an Olive Original, or attempt to do any of the above; (c) transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to an Olive Original, and/or organize, participate in or be involved in any way in an attack on Olive’s servers and/or an Olive Original and/or those of its service providers and partners; (d) create, supply or use alternative methods of using an Olive Original; (e) spamming chat and or other communications and correspondence within an Olive Original, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature; (f) transmitting or communicating any material or content on or within an Olive Original which, in the sole and exclusive discretion of Olive, is believed or deemed offensive, including, but not limited to, language that is harmful, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable; (g) harassing or threatening any other users of an Olive Original; (h) make inappropriate use of any help, assistance service and or the claim buttons within an Olive Original or send untruthful reports to Olive and or another User; (i) falsely claim to be an employee or representative of Olive; and or (j) falsely claim an endorsement in connection with an Olive Original or with Olive.

      3. All title, ownership rights and intellectual property rights in and to an Olive Original and any and all copies thereof are owned by Olive. An Olive Original may contain certain licensed materials, and, in that event, Olive’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Olive’s prior permission and, if applicable, Olive’s licensors and representatives. Except as expressly set forth herein, all rights not granted hereunder to You are expressly reserved by Olive. Any Olive Original license confers no title or ownership in any such Olive Original and should not be construed as a sale of any rights in any Olive Original.
  3. YOUR LOOP & LOOP LIBRARY SUBMISSIONS
    1. Loop Submission Review
      1. If You decide to submit a Loop for consideration for inclusion in the Loop Library, You agree to let Olive review all submitted Author Materials, Your submitted Loop’s source code (that is developed and created in addition to the Olive Materials provided to You), and any other submitted information, including other submitted Confidential Information (“Loop Library Submissions”), that Olive needs to assess the Loop’s conformity with to be provided Loop Library guidelines, if any. You agree that Olive may, in its sole discretion, accept or reject Your Loop for distribution in the Loop Library and such evaluation is for quality control purposes and not a claim of ownership of Your submitted Loop by Olive.
    2. Your Information
      1. If You do not want to provide Us with materials or information as part of Your Loop Library Submission(s), please communicate to Us as soon as You can, but in order for the Loop Library to properly function, You acknowledge that Olive needs information and materials from You in order for Your Loop(s) to properly function and be supported the Loop Library. In addition, any information that You provide to Olive as part of Your Loop Library Submission(s) may need to be shared with Loop Users or other third-parties that support Your Loop(s) and or the Loop Library. You understand and agree that Olive is unable to destroy or return any copies of Your Loop Library Submission(s) upon termination of this Agreement because Users of Your Loop may need continued support.
      2. Because Users are interested in knowing more about Authors in the Loop Library, Olive will share certain information about You in the Loop Library (i.e. catalog of available Loops, Author bios, etc…). You agree that Olive may use Your Loop Library Submissions, any trademarks and/or logos associated with You or Your Loop, for purposes of promotion or marketing, or for any other purpose as may be reasonably necessary to fulfill Olive’s rights and obligations under this Agreement.
    3. Your Loop Works
      1. By submitting Your Loop for inclusion in the Loop Library, You are representing and warranting that Your Loop works as You intend it to. 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 submission. You are also representing and warranting that You have used Your best commercially reasonable standards to ensure Your Loop is in compliance with applicable laws and regulations, as well as the to be provided Loop Library guidelines, if any, provided in the Olive Materials.
    4. Changes to Your Loop
      1. If You would like to make changes to Your Loop after requesting approval from Olive and or after Olive has approved Your Loop for inclusion in the Loop Library, You agree to immediately provide a summary of the changes or updates to Olive in writing for its review and acceptance in its sole discretion. Changes or updates may include any bug fixes, updates, modifications, versions, supplements, revisions, and new releases of Your Loop. If You become aware of any 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 promptly provide Olive details of the issue in writing. From there, You will use Your best commercially reasonable efforts to remedy any such issue and work with Olive on implementing any remedies as quickly as practically possible. If Your Loop cannot be promptly fixed, repaired, and or have a security risk addressed, You acknowledge and agree that Olive may suspend your Loop’s availability in the Loop Library up and until Your Loop is remedied by You and approved for readmission by Olive in its sole discretion.
    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, and or any other liabilities You may incur when developing Your Loop, Your use of the LDK or Olive Materials, Your Loop Library Submissions, Olive choosing whether to include Your Loop in the Loop Library, or any later change in Your Loop’s status.
    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 the Agreement, 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 this Agreement 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 this Agreement, refers to any of the following: (a) Your breach of this Agreement, 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 this Agreement 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 this Agreement for any reason not set forth in Section 6(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 this Agreement, 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. This Agreement 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, this Agreement does 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.
  4. 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 the terms of this Agreement. 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.

  1. 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 and or Olive Originals, or may decide to do so in the future, that are also similar to and/or compete with Your Loops. Nothing in this Agreement will inhibit nor interfere with Olive’s ability to 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 provided to Olive by Users. For purposes of clarity and Your understanding, Olive will not utilize Your Confidential Information in development of their Loops and or other products and services.

  1. USERS & AUTHOR RELATIONSHIP

You acknowledge that any license granted from You to Users to use Your Loops is between You and any Loop User and will not be controlled by a separate agreement with Olive. Following approval and admittance to the Loop Library by Olive, Loop Authors, not Olive, are solely responsible for the content and performance of their Loops. While Olive licenses Olive Helps to both Loop Users and Loop Authors, including use of the Loop Library, the LDK, and Olive Materials, Olive bears no responsibility for the performance of approved and published Loops nor how they are used by Users.

  1. DATA PRIVACY & SECURITY
    1. Data Privacy. Loops, Loop Library Submissions, and Your use of any 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 in Olive’s sole discretion. Unless You attain necessary consents and authorizations in accordance with applicable laws and regulations, and You provide appropriate notice to Olive, You agree to not upload, post, or otherwise transmit any sensitive personal information, including, without limitation, any Protected Health Information (“PHI”) as defined under HIPAA, to Olive as part of any Loop Library Submission, User Content, or Author Content. If You do, 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.
    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 Helps under this Agreement. Olive maintains an annual SOC 2 Type 2 certification.
    3. Data Collected & Use. Data collected about You or Your use of Olive Helps by Olive is limited to the information necessary to provide You the Olive Helps license and services. This includes any Account information, Sensor data, Loop Library Submissions, and aggregated data required to help Olive Helps function properly, including to provide customer support and create general analytics. Olive may from time to time be required to access any PHI or other sensitive information that is stored in our secure, HIPAA compliant AWS cloud instance in order to provide customer support.
    4. The Parties acknowledge and agree that the General Data Protection Regulation (“GDPR”) was enacted on May 25, 2018. If applicable to and or otherwise implicated by the performance of this Agreement, the Parties agree to comply with GDPR in their performance of this Agreement.
    5. You acknowledge and agree that You have read and understand Our privacy policy as it pertains to Olive Helps and agree it is a part of this Agreement and shall be incorporated herein. The Olive Helps privacy policy can be found at the following link https://olive.page.link/olive-helps-privacy.
  2. HIPAA COMPLIANCE

The Parties acknowledge and agree that the privacy regulation under HIPAA requires You and Olive to have a written business associate contract in effect between them IF You will provide any PHI to Olive in Your development, creation, submission, utilization, and or operation of any of Your Loop(s). If needed and applicable, You and Olive agree that this Section 11 serves as the Business Associate Agreement (this “BAA”) between You and Olive that governs Your use of Olive Helps and or Your publication of Loop(s) in the Loop Library. You represent and warrant to Olive that You will (a) obtain any consent and or authorization that may be required by HIPAA, or applicable law and or regulation, prior to the furnishing of PHI to Olive; and (b) not furnish Olive any PHI that is subject to any arrangements binding upon You that may impair or limit the use and or disclosure of PHI by Olive under the terms of this Agreement, including, but not limited to, restrictions on the use and or disclosure of PHI as provided for in 45 C.F.R. §164.522 and agreed to by You.

  1. BAA. This BAA set forth in this Section 11 is incorporated into and made a part of the Agreement. For purposes of this Section 11, You will be referenced as the Covered Entity and Olive will be referenced as the Business Associate. You and Olive agree as follows:
    1. Terms used but not otherwise defined in this BAA or the Agreement 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 received by Olive during the Term of the Agreement.
    2. Olive agrees 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 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; (iii) report to Covered Entity upon request any use or disclosure of PHI not provided for by this BAA of which Olive becomes aware, including any Security Incident resulting in the unauthorized use or disclosure of electronic PHI; (iv) report to Covered Entity 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 apply to Olive with respect to PHI; (vi) upon Covered Entity’s 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 agrees to carry out any obligations of Covered Entity under 45 CFR Part 164, Subpart E, comply with the requirements of such Subpart as apply to Covered Entity 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.
    3. Olive may use and disclose PHI: (i) to perform functions and activities for or on behalf of Covered Entity, including but not limited to its obligations as described in the Agreement; (ii) for Olive’s own proper management and administration or to carry out its 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 the health care operations of Covered Entity; (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 Covered Entity.
    4. Covered Entity shall identify the records it furnishes to Olive that it considers to be PHI and will provide Olive only the minimum PHI necessary to enable its Loop(s) to perform. Covered Entity 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. Covered Entity represents and warrants that: (a) it has obtained all permissions, consents and authorizations required for Business Associate to use and disclose PHI to provide its services as described in the Services Agreement and as otherwise permitted or required herein; (b) it will request from or disclose to Business Associate only the minimum necessary PHI in accordance with the HIPAA Rules; (c) it will not provide any PHI to Business Associate that is subject to a restriction pursuant to 45 CFR 164.522(a); and (d) will transmit any PHI to Business Associate in a secure manner and, in the case of ePHI, encrypted in accordance with guidance issued by the Secretary pursuant to section 13402(h)(2) of Public Law 111-5 for rendering PHI unusable, unreadable or indecipherable.
    5. This BAA terminates upon termination of the Agreement, except as provided below. Either Party may terminate this BAA and the Agreement in the event a Party materially violates this BAA and fails to cure such violation within thirty (30) business days of receipt of written notice thereof by the other Party. Upon termination of the Agreement and this BAA, Olive 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.
  2. You acknowledge and agree that Olive is under no obligation to alert You nor determine whether You need to implement and or otherwise enter into a BAA. Olive makes no representations and warranties regarding the accuracy and effectiveness of this BAA. You acknowledge and agree that You are relying solely on Your professional advisors and consultants to determine if You need a BAA, as well as the accuracy and effectiveness of this BAA.
  1. COMPLIANCE WITH LAWS

Each Party shall be responsible, at its expense, for complying with any and all applicable laws and regulations of the United States both in its performance of this Agreement and its use of Olive Helps, the Loop Library, and any submission(s) of Loops and or Deposit Materials.

  1. OLIVE HELPS UPDATES & MODIFICATIONS

Olive may update and amend this Agreement from time to time in its sole discretion. It is Your responsibility to regularly review this Agreement for any such updates or modifications. Your continued use of Olive Helps after we have updated this Agreement means You agree and consent to any such changes. We may, in our sole discretion, and at any time, discontinue Olive Helps or certain features or functionality, with or without notice. You agree that You do not have any rights in Olive Helps and that Olive will have no liability to You if Olive Helps is discontinued or Your ability to access or use Olive Helps is terminated for any reason.

  1. THIRD PARTY WEBSITES & APPLICATIONS

Olive Helps may hyperlink to 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. Hyperlinks are provided as a service to our 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.

  1. 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. Each Party agrees to use and disclose Confidential Information only as necessary to exercise its rights and perform its obligations as set forth in this Agreement. 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, if necessary, solely 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 this Agreement. 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 this Agreement 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.

  1. INDEMNIFICATION

Subject to Section 17, each 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 this Agreement; (ii) to the extent that any Content is claimed to infringe on another party’s intellectual property rights; or (iii) due to the unauthorized use of Olive Helps and or the Loop Library.

If Olive seeks indemnification it shall (i) give prompt notice to You; (ii) make no admission of liability without Your prior written consent; (iii) provide reasonable co-operation to You in the defense and settlement of such claim, at Your expense; and (iv) give sole authority to the You to defend or the claim, but Olive may join in the defense with its own counsel at its own expense. In addition, neither Olive, nor You, shall admit and or agree to any liability nor settle any such claim without the consent of the other party, such consent not to be unreasonably withheld.

  1. 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. UNLESS OLIVE IS FOUND LIABLE UNDER GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL OLIVE BE LIABLE IN EXCESS OF THE MONIES ACTUALLY PAID TO OLIVE IN ACCORDANCE WITH YOUR SUBSCRIPTION SELECTION AND COMPENSATION ARRANGEMENT BASED ON ANY OF YOUR PUBLISHED LOOPS.

  1. REPRESENTATIONS & WARRANTIES

Olive Helps and Olive Materials may contain or include inaccuracies and errors. Except for Olive’s representation and warranty that the Olive Materials do not infringe any intellectual property rights of any third party or violate any applicable laws or regulations, Olive provides You the Olive Materials and or any Olive Original for Your convenience and provides them to You 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.

Each Party represents and warrants to the other Party that it has the full right, power and authority to enter into this Agreement and to perform its obligations set forth herein, and that the execution of this Agreement by each Party has been authorized by its appropriate authorities and that the person signing below has the appropriate authority to sign on behalf of the Party its representing.

  1. PUBLICITY

You acknowledge and agree that Olive may utilize, showcase, promote, and display Your name, logo, and likeness inside of Olive Helps and as a part of the functionality and performance of Olive Helps and the Loop Library. In addition, and for any use outside of Olive Helps and or the Loop Library, we get excited about telling the world about all the great partnerships and products at Olive, but We understand that You may want a say on when and how Your name, logo, likeness, or relationship with Olive is portrayed. We feel the same about how You may use Our name, logo, likeness, or how Our relationship with You is portrayed. So, before either of us publicize our relationship or use each other’s name, logo, or likeness in any way, we both agree to get each other’s written permission first.

  1. CHOICE OF LAW

While Olive is a company that’s “on-the-grid,” Delaware law will govern this Agreement regardless of conflicts of law. In the unlikely event a dispute arises out of or related to this Agreement that needs to be resolved, if the Parties are unable to mutually agreement to a jurisdiction, 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.

  1. DISPUTE RESOLUTION

If any dispute arises under this Agreement, the Parties, and their appropriate and authorized representatives, agree to enter into good faith negotiations to resolve any such dispute. If any such negotiation is unsuccessful, the Parties may seek any legal remedy available to them in the applicable and relevant jurisdiction.

  1. ASSIGNMENT

If Olive or You has a permitted successor or assign, this Agreement, in its entirety will be binding on them. Any continued use of Olive Helps and or the Loop Library by Your successor or assign shall bind such party to the terms and provisions of this Agreement. You may not assign or otherwise transfer Your interest or any part of the same under this Agreement to another party without the consent of Olive, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Olive is free to assign this Agreement to an affiliate and or subsidiary without consent from You. In addition to the foregoing, either Party may assign this Agreement due to and in conjunction with a sale, merger, and or acquisition.

  1. ENTIRE AGREEMENT & CONFLICTS

This Agreement and any additional agreement referenced and incorporated herein reflects the entire agreement between the Parties with respect to Olive Helps. All other agreements between the Parties shall remain unchanged and in full force and effect, unless otherwise expressly stated herein.

  1. LEGAL NOTICE

All notices required to be given in writing under this Agreement will be in writing. If We need to contact You, We will facilitate delivery in person, by courier service, by confirmed facsimile, or by registered or certified mail (postage prepaid, return receipt requested) at the applicable addresses listed on Your account. If You need contact Us, please write to 99 East Main Street, Columbus, Ohio 43215, Attn: General Counsel with a copy to legal@oliveai.com. Electronic service is permitted, but receipt must be confirmed by the party being served/sent notice.

  1. SEVERABILITY

Except as provided below, each provision of this Agreement will be interpreted in such a manner and to such an extent as to be effective and valid under applicable law. If any provision is prohibited by or invalid under applicable law, that provision will be ineffective only to the extent of such prohibition or invalidity.

  1. RECORDS

During the term of this Agreement and for a twenty four (24) month period following any termination of this Agreement, You will maintain and keep complete accurate records relating to and involving Your Olive Helps account, Your content, Your Deposit Materials, any Loops authored by You, and or other relevant Confidential Information and Olive, upon request, may inspect any such materials and information to ensure compliance with this Agreement.

  1. INSURANCE

If You are not an Olive customer, or unless otherwise agreed to in writing with Olive, You agree to have Commercial General Liability insurance with at least a per occurrence and aggregate limit of $1,000,000. The insurance policy will include Products/Completed Operations as well as Personal & Advertising Injury coverage of at least $1,000,000 and shall name Olive AI, Inc. as an additional insured, upon request. The insurance company You choose must have an AM Best rating of at least A-:VII. Upon request, the certificate of insurance shall be delivered to Olive according prior to a Loop being distributed to users in the Loop Library. This requirement may be subject to increases from time to time. Olive will provide You with notice of any increased requirements via the email address You provided at the time of registration, or any updated email address provided by You.

  1. SUBCONTRACTORS

You may subcontract Your obligations under this Agreement to one or more subcontractors in accordance with this paragraph, but You agree to let us know when you do and You shall also have an agreement in writing with any subcontractor used to perform work under this agreement that includes similar provisions to protect the confidentiality, security, and intellectual property rights of Olive, Loop Authors, and/or Loop Users. Olive may request, and You agree to facilitate, a direct agreement between Olive and Your subcontractor. You also agree to indemnify Olive for any subcontractor You contract with pursuant to this Agreement that through its actions and or omissions breaches this Agreement. Any such subcontractor shall be bound by the terms and provisions of this Agreement.

  1. NO WAIVER

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

  1. NO JOINT VENTURE OR PARTNERSHIP

This Agreement does not constitute a joint venture or partnership arrangement between the Parties, and it does not create any relationship of principal and agent, or otherwise between the Parties. Neither Party will be liable for obligations incurred by the other, except described in this Agreement. Nothing contained in this Agreement will be interpreted as creating a partnership, joint venture, or employment relationship of the Parties, it being understood that the sole relationship created hereby is one of independent contractor.

  1. SURVIVAL

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

By clicking “accept” and or “agree”, and or by Your usage of Olive Helps and or the Loop Library, You agree and shall be bound by the terms of this Agreement.

Updated as of April 12, 2021

Exhibit A

Definitions

This Exhibit A accompanies and is incorporated into the Author & User Agreement You entered into with Olive AI, Inc.

  1. “Author Content” means any Loop Author 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.
  2. “Confidential Information” means any information derived from or disclosed to a Party hereto by the other Party as part of the use, subscription to, and or benefit of Olive Helps. Examples of Confidential Information 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 including, but not limited to, business plans, specifications, designs, methods, workflows, processes, ideas, concepts, drawings, software, pricing, operational plans and know-how, employee information, shareholder information, vendor information, customer information, and consumer information.
  3. “Desktop Application” is an application that runs stand-alone in a desktop or laptop computer.
  4. “HIPAA” means the Health Insurance Portability and Accountability Act.
  5. “Loop Authors” are developers, Your internal developers, or Olive developers who create Loops using the LDK for either distribution in the Loop Library or for internal use only.
  6. “Loop Development Kit” or “LDK” means the tools, software, and other resources provided to or made accessible to Loop Authors by Olive to build Loops.
  7. “Olive API” means Olive’s application programming interface.
  8. “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.
  9. “Users” means any end-user of Loops and or the Loop Library.
  10. “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.

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