Terms of Service

Last updated: October 5, 2026

This Olive software-as-a-service Terms of Service (together with any Order Forms, attachments, exhibits and/or addendums, as amended from time to time, the “Agreement”) is an agreement between the customer accessing or otherwise using (“use” and “using” refer to any of the foregoing) the Olive SaaS Services (the “Customer”) and Olive Technologies Inc. (“Olive”), the supplier of the Olive SaaS Services. It is entered into on the earlier of the date Customer first uses any part of the Olive SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of Olive and Customer is a “Party” and together they are the “Parties”.

This Agreement sets out the terms and conditions that govern the provision and use of the Services.

BY USING THE OLIVE SAAS SERVICES (INCLUDING THE WEBSITE), EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS AMENDED FROM TIME TO TIME UNDER SECTION 12.13. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY STOP USING THE OLIVE SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE CAPACITY TO ENTER INTO THIS AGREEMENT AND, IF USING THE OLIVE SAAS SERVICES ON BEHALF OF ANOTHER PERSON, THE AUTHORITY TO BIND THAT PERSON.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OR USES FREE SERVICES, THIS AGREEMENT ALSO GOVERNS THAT FREE TRIAL OR THOSE FREE SERVICES.

THE OLIVE SAAS SERVICES MAY NOT BE ACCESSED TO MONITOR THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE. OLIVE’S DIRECT COMPETITORS MAY NOT ACCESS THE OLIVE SAAS SERVICES WITHOUT OLIVE’S PRIOR WRITTEN CONSENT.

1. Olive SaaS Services

1.1 Provisioning. Subject to Customer’s and its Permitted Users’ compliance with this Agreement, Olive will make the Olive SaaS Services available to Customer and Permitted Users during the Term.

1.2 Free Trials and Free Services. If Customer registers for a free trial, Olive will make certain Olive SaaS Services available free of charge until the earliest of (a) the end of the trial period; (b) the start date of any purchased Services; or (c) termination by Olive in its sole discretion. Olive may also offer certain Services free of charge on an ongoing basis (“Free Services”). Olive may limit, change, suspend or discontinue any free trial or Free Services, including usage or AI credit limits and eligibility criteria, at any time without notice or liability. Free trials and Free Services are provided “as is” without any warranty, support or service commitment, and Olive will have no liability of any kind in connection with them. Additional terms may appear on the registration page; they are incorporated into this Agreement and govern if they conflict with it.

1.3 Restrictions on Use. Customer will not itself, and will not permit others to:

1. sub-license, sell, rent, lend, lease or distribute the Olive SaaS Services or any Intellectual Property Rights in them, or otherwise make the Olive SaaS Services available to anyone other than Permitted Users;
2. use the Olive SaaS Services for timesharing or service bureau use, or otherwise commercially exploit the Olive SaaS Services except as permitted in Section 1.4;
3. use or access the Olive SaaS Services in violation of any applicable law, in a manner that threatens their security or functionality, or for any purpose or in any manner not expressly permitted in this Agreement;
4. use the Services to create, collect, transmit, store, use or process any Customer Data that contains viruses, worms, malicious code or software intended to damage or alter a computer system or data; that Customer does not have the lawful right to create, collect, transmit, store, use or process; or that infringes, violates or misappropriates the intellectual property or other rights of any third party (including moral rights, privacy rights and rights of publicity);
5. Modify the Olive SaaS Services;
6. reverse engineer, decompile or disassemble the Olive SaaS Services;
7. remove or obscure any proprietary notices or labels on the Olive SaaS Services;
8. access or use the Olive SaaS Services to build a similar or competitive product or service;
9. perform any vulnerability, penetration or similar testing of the Olive SaaS Services, or attempt to probe, scan or test the vulnerability of the Olive SaaS Services or any associated system or network, or breach security or authentication measures;
10. impersonate, or misrepresent affiliation with, any person or entity;
11. harvest or collect information about other customers or Permitted Users, including email addresses and phone numbers;
12. interfere or attempt to interfere with the Website, the Olive Application or the Services, including by submitting a virus, overloading, flooding, spamming, mail bombing or crashing;
13. use the Olive SaaS Services to send unsolicited email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
14. forge any TCP/IP packet header or any part of the header information in any email or posting;
15. post any information that Customer does not have the right to make available under any law or contractual or fiduciary relationship (such as insider information or information protected under a nondisclosure agreement);
16. use any engine, software, tool, agent or other device (including browsers, spiders, robots, avatars or intelligent agents) to harvest or collect information from the Website;
17. access content or data not intended for Customer, or log onto a server or account that Customer is not authorized to access; or
18. use the Services for any purpose or in any manner not expressly permitted in this Agreement.

1.4 Permitted Purpose. Customer may access and use the Olive SaaS Services solely for its internal business purposes, which include using the Olive SaaS Services to provide services to Customer’s own clients (for example, running technology evaluations or preparing reports for a client).

1.5 Suspension; Scheduled Downtime; Modifications. Without limiting its other rights or remedies, Olive may from time to time and in its discretion: (a) suspend Customer’s access to or use of the Services or any part of them if Customer or any Permitted User violates this Agreement, for scheduled maintenance, due to a Force Majeure, to address emergency security concerns, if required by a regulatory body or a change in applicable law, or for any other reason provided in this Agreement; and (b) Modify the Services. Customer must accept all patches, bug fixes and updates made by or on behalf of Olive to the Olive SaaS Services.

1.6 Subcontracting. Olive may engage third parties to help it provide the Services or any part of them.

1.7 Third-Party Products. The Olive SaaS Services may contain or require the use of Licensed Third Party Technology or other third-party products (“Third-Party Products”). Customer will accept and comply with the license terms that apply to Third-Party Products; if it does not agree to them, it should not install, access or use them. Any acquisition of Third-Party Products, and any exchange of data between Customer and a Third-Party Product provider, is solely between Customer and that provider. Olive does not warrant or support Third-Party Products, whether or not Olive designates them as “certified”. Olive cannot guarantee the continued availability of Third-Party Product features and may stop providing them without any refund, credit or other compensation, for example if the provider stops making them available on terms acceptable to Olive. Olive is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by a Third-Party Product or its provider.

2. User Accounts

2.1 Customer User Account. To access and use the Olive SaaS Services, Olive will issue one account (the “Customer User Account”) for use by Customer and the individuals who are employees or contractors of Customer that Customer wishes to give access (each, a “Permitted User”).

2.2 Responsibility. Customer is responsible for identifying and authenticating all Permitted Users and for their use of the Olive SaaS Services in compliance with this Agreement. Customer will ensure Permitted Users only use the Olive SaaS Services through the Customer User Account and do not share their access with any other person. Customer will promptly notify Olive of any actual or suspected unauthorized use. Olive may suspend, deactivate or replace the Customer User Account if it determines the account may have been used for an unauthorized purpose.

3. Ownership; Reservation of Rights; Licences

3.1 Customer Data. Customer retains all ownership and Intellectual Property Rights in Customer Data. Customer grants to Olive and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to: (a) provide the Services; (b) improve and enhance the Services and Olive’s other offerings; and (c) produce or generate data, information or other materials that are anonymized and not identified as relating to a particular individual or company (“Aggregated Data”). Olive may use, process, store, disclose and transmit Aggregated Data for any purpose and without restriction or obligation to Customer. As between Olive and Customer, all right, title and interest in Aggregated Data, and all Intellectual Property Rights in it, belong solely to Olive.

3.2 Olive Property. Olive or its licensors retain all ownership and Intellectual Property Rights in: (a) the Services, the Olive Application and the Website; (b) anything developed or delivered by or on behalf of Olive under this Agreement; (c) Olive’s other Confidential Information, including Aggregated Data; and (d) any Modifications to any of the foregoing (together, “Olive Property”).

3.3 Outputs. Reports, requirements, evaluations, scores, documents and other materials that Customer or Permitted Users generate through the Olive SaaS Services (“Outputs”) are part of Olive Property, but Olive grants Customer a nonexclusive, worldwide, perpetual, royalty-free licence to use, copy, Modify and share Outputs for its internal business purposes, including providing them to Customer’s own clients. Customer may not use Outputs to build a product or service that competes with the Olive SaaS Services, or resell Outputs as a standalone data or research product. Customer Data contained in Outputs remains Customer’s.

3.4 Feedback. Customer grants Olive and its affiliates a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Olive SaaS Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the Services or any of Olive’s affiliates’ services (“Feedback”). Nothing in this Agreement restricts Olive’s right to use, profit from, disclose, publish or otherwise exploit Feedback, without compensation or obligation to Customer or any Permitted User. Olive is not obligated to use any Feedback.

3.5 Reservation of Rights. All rights not expressly granted by Olive to Customer under this Agreement are reserved.

4. Privacy

Customer understands that Personal Information will be treated in accordance with Olive’s privacy policy located at https://olive.app/privacy/, or such other location as Olive may designate from time to time (the “Privacy Policy”).

5. Fees and Payment

5.1 Fees. Customer will pay Olive the fees described in an Order Form (“Fees”). Unless an Order Form states otherwise, Fees are non-cancellable and non-refundable. If Customer’s use of the Olive SaaS Services exceeds the service capacity set out in an Order Form, or otherwise requires additional fees under this Agreement, Customer will be billed for that usage and will pay the additional fees in accordance with this Agreement.

5.2 Invoicing. Olive will send Customer, at the contact information on file, an invoice for Fees that have become due and payable. Unless an invoice states otherwise, Customer will pay all invoiced amounts within 30 days of the invoice date.

5.3 Late Payment. Customer may not withhold or set off any amounts due under this Agreement. Any late payment will bear interest at 1.5% per month compounded monthly (19.56% per year), or the maximum legal rate if lower, plus all costs of collection, until paid in full. Without limiting its other rights, Olive may suspend Customer’s access to the Services if any Fees remain unpaid 10 days after their due date, until all due and undisputed amounts are paid in full.

5.4 Taxes. Fees do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer is responsible for and will pay all applicable taxes, duties, tariffs, assessments, export and import fees and similar charges (including related interest and penalties), other than taxes based on Olive’s net income or profits.

5.5 Suspension. Any suspension of the Services under this Agreement does not excuse Customer from its payment obligations.

6. Confidential Information

6.1 Definitions. The Party receiving Confidential Information is the “Recipient” and the Party disclosing it is the “Discloser”. “Confidential Information” of the Discloser means all information of the Discloser or its licensors that comes into the Recipient’s possession or knowledge in connection with this Agreement, including information about the Discloser’s past, present or future customers, suppliers, technology or business and, where the Discloser is Customer, Customer Data. Except for Personal Information, Confidential Information does not include information that: (a) the Recipient already knew or independently developed without access to the Discloser’s Confidential Information; (b) is publicly available through no wrongful act of the Recipient; or (c) the Recipient received from a third party free to disclose it without confidentiality obligations.

6.2 Confidentiality Covenants. During the Term and at all times after, except to exercise its licence rights or perform its obligations under this Agreement, the Recipient will not: (a) disclose the Discloser’s Confidential Information to any person, except (i) in Customer’s case, to its employees with a need to know who are bound by written obligations at least as protective as this Agreement, and to other recipients the Discloser approves in writing; and (ii) in Olive’s case, to its employees, consultants, agents or affiliates with a need to know who are bound by written obligations at least as protective as this Agreement, to other recipients the Discloser approves in writing, and to its subcontractors to perform the Services; (b) use the Discloser’s Confidential Information; or (c) alter or remove any proprietary legend from it. Each Party will take industry-standard precautions to safeguard the other Party’s Confidential Information, at least as stringent as those it takes to protect its own Confidential Information of a similar type.

6.3 Exceptions. Despite Section 6.2, the Recipient may disclose the Discloser’s Confidential Information: (a) to the extent required by applicable law or by order of a court or similar judicial or administrative body, provided that, unless prohibited by law, the Recipient promptly notifies the Discloser in writing and cooperates with the Discloser in seeking a protective order; or (b) to its legal counsel and other professional advisors who need to know it to provide advice.

6.4 Return of Confidential Information. On termination or expiration of this Agreement and all Order Forms, each Party will within a reasonable time return or destroy all Confidential Information of the other Party in its possession or control (other than Customer Data, which is addressed in Section 10.5), in accordance with the Recipient’s data destruction practices. Olive may retain electronically archived Confidential Information of Customer, which remains subject to this Section 6.

7. Warranty and Disclaimer

7.1 Customer Warranty. Customer represents, warrants and covenants that: (a) Customer Data will only contain Personal Information for which Customer has provided all notices and disclosures (including to each Permitted User), obtained all third-party consents and permissions, and otherwise has all authority required under applicable laws, including privacy laws, to enable Olive to provide the Services, including the collection, storage, access, use, disclosure, processing and transmission of Personal Information by or to Olive and to or from all applicable third parties; (b) Customer is not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; (c) Customer is not listed on any U.S. Government list of prohibited or restricted parties; and (d) Permitted Users are in good standing with Customer.

7.2 General Disclaimer. OLIVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED, AND MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY OLIVE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLIVE DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, OLIVE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH THE SERVICES IS ACCURATE OR CAN OR SHOULD BE RELIED UPON FOR ANY PURPOSE.

7.3 Use at Customer’s Risk. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. CUSTOMER WILL NOT HOLD OLIVE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM CUSTOMER’S ACCESS TO OR USE OF THE SERVICES, INCLUDING ANY LOSS OR DAMAGE TO ANY OF CUSTOMER’S COMPUTERS OR DATA. THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. CUSTOMER ACKNOWLEDGES THAT A CATASTROPHIC SERVER FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO CUSTOMER’S ACCOUNT.

7.4 Research and Vendor Information. Olive provides research and information services based on publicly available data, vendor-provided materials and AI-generated responses. While Olive strives to ensure the accuracy of the information presented, Olive does not guarantee that vendor solutions are represented in their entirety or without error. Vendors are responsible for ensuring that any information they provide or that is publicly available is accurate and up to date. Olive disclaims any liability for errors, omissions or misrepresentations in the information provided through its platform. Users are encouraged to verify any critical information directly with vendors before making purchasing decisions.

8. Indemnities

8.1 Olive’s Indemnity. Olive will indemnify, defend and hold harmless Customer and its officers, directors, employees and agents (each, a “Customer Indemnitee”) from and against all Losses arising from any claim, action, demand, inquiry, audit, proceeding or investigation of any nature, whether civil, criminal, administrative, regulatory or other (an “Action”), brought by a third party (other than an affiliate or a Customer Indemnitee) alleging that the Olive SaaS Services infringe any third-party Intellectual Property Right in Canada or the United States. This obligation does not apply to any Action or Losses arising from: (a) incorporation, combination, operation or use of the Olive SaaS Services with products or services not provided or authorized by Olive, unless the infringement would have resulted from use of the Olive SaaS Services alone; (b) modification of the Olive SaaS Services other than by Olive or with its express written approval; (c) unauthorized use of the Olive SaaS Services; or (d) matters covered by Customer’s indemnity in Section 8.3.

8.2 Mitigation. If the Olive SaaS Services are, or in Olive’s opinion are likely to be, claimed to infringe any third-party Intellectual Property Right, or Customer’s use is enjoined or threatened to be enjoined, Olive may at its option and expense: (a) obtain the right for Customer to keep using the affected Olive SaaS Services materially as contemplated by this Agreement; (b) modify or replace them, in whole or in part, to make them non-infringing with materially equivalent functionality; or (c) if neither option is reasonably available, terminate this Agreement, which will be Olive’s sole liability. SECTIONS 8.1 AND 8.2 STATE OLIVE’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND ARE IN LIEU OF ANY REPRESENTATIONS, COVENANTS OR WARRANTIES OF NON-INFRINGEMENT, WHICH ARE DISCLAIMED.

8.3 Customer’s Indemnity. Customer will defend, indemnify and hold harmless Olive and its officers, directors, employees and agents (each, an “Olive Indemnitee”) from and against all Losses arising from any Action by a third party (other than an affiliate of an Olive Indemnitee) arising from or relating to: (a) Customer Data; (b) Customer’s breach of any of its obligations, representations, warranties or covenants under this Agreement; (c) unauthorized use of the Services by Customer or any Permitted User; (d) use of the Services by Customer or any Permitted User in combination with any third-party software, application or service; (e) Customer’s violation of applicable laws; or (f) Customer’s actual or alleged violation of any third party’s Intellectual Property Rights. Customer will fully cooperate with Olive in the defence of any claim and will not settle any claim without Olive’s prior written consent.

8.4 Procedure. Each Party will promptly notify the other in writing of any Action for which it believes it is entitled to indemnification under this Section 8. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s cost. The Indemnitor will promptly take control of the defence and investigation of the Action, with counsel of its choice and at its cost, but will not settle any claim without the Indemnitee’s prior written consent. The Indemnitee’s failure to perform its obligations under this Section 8.4 relieves the Indemnitor of its obligations only to the extent the Indemnitor is materially prejudiced. The Indemnitee may participate in the proceedings at its own cost with counsel of its choosing.

9. Limitation of Liability

The Parties acknowledge that this Section 9 reflects a fair allocation of risk, forms an essential basis of the bargain, and survives any failure of consideration or of an exclusive remedy.

9.1 Amount. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF OLIVE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO OLIVE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR, FOR FREE TRIALS AND FREE SERVICES, ONE HUNDRED DOLLARS (US$100). MULTIPLE CLAIMS WILL NOT INCREASE THIS AMOUNT. OLIVE’S THIRD-PARTY SUPPLIERS WILL HAVE NO LIABILITY ARISING OUT OF OR CONNECTED TO THIS AGREEMENT.

9.2 Type. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLIVE WILL NOT BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (A) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL; (C) BUSINESS INTERRUPTION; (D) COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES; (E) PERSONAL INJURY OR DEATH; OR (F) PERSONAL OR PROPERTY DAMAGE, ARISING OUT OF OR CONNECTED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Term and Termination

10.1 Term. Unless otherwise set out in an applicable quote or Order Form, the term of this Agreement (the “Term”) begins on the Effective Date and continues for the period set out in the Order Form or, if none, for one month. It then renews for successive periods equal to the Term set out in the Order Form or quote (each, a “Renewal Term”), unless either Party gives written notice of non-renewal at least 30 days before the renewal date. Pricing and service capacity may change for any Renewal Term.

10.2 Suspension and Termination by Olive. Despite anything else in this Agreement, Olive may suspend or terminate Customer’s and all Permitted Users’ access to the Services at any time in its sole discretion. Olive may immediately terminate Customer’s right to use the Services or this Agreement if: (a) Olive believes Customer or any Permitted User has violated this Agreement; (b) Olive believes the use of Customer Data with the Services is not in Olive’s or its users’ best interests; (c) Olive ceases to offer the Services; or (d) required by applicable law.

10.3 Termination by Customer. Customer may terminate this Agreement for Olive’s material breach by written notice describing the breach in detail, effective 30 days after notice unless Olive cures the breach first, or immediately if the breach cannot be cured.

10.4 Other Termination. Olive may terminate this Agreement or any Order Form at any time on at least 30 days’ written notice. Olive may also terminate this Agreement if Customer commits a material breach and fails to cure it within 30 days after notice, or immediately on notice if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available for the benefit of insolvent debtors, or becomes subject to a proceeding for liquidation, dissolution or winding up, or to a receiver, receiver-manager, liquidator or trustee in bankruptcy.

10.5 Customer Data on Termination. If Customer requests it in writing within 30 days after termination or expiration, Olive will make Customer Data available for export in a format Olive reasonably selects. After that period, Olive has no obligation to retain Customer Data and may delete it in accordance with its data retention practices, except as required by law.

10.6 Effect of Termination. On expiration or termination, Customer will immediately stop (and ensure all Permitted Users stop) accessing and using the Olive SaaS Services, return any Olive Property in its possession, and certify the return in writing to Olive. Expiration or termination does not affect Customer’s obligation to pay Fees that became due before it, or entitle Customer to a refund. All amounts owing to Olive become immediately due and payable. All Order Forms terminate when this Agreement terminates, and no new Order Forms may be entered into after termination.

10.7 Survival. The following survive expiration or termination for any reason, together with any other provision that by its nature is intended to survive: Section 3 (Ownership; Reservation of Rights; Licences), Section 4 (Privacy), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer), Section 8 (Indemnities), Section 9 (Limitation of Liability), Sections 10.5 to 10.7, and Section 12 (General Provisions).

11. Support Services

11.1 Support Hours. Olive provides standard technical support for the application during business hours, 8 a.m. to 6 p.m. Pacific time.

11.2 Incident Submission and Customer Cooperation. Customer may report errors or abnormal behaviour of the Services (“Incidents”) through in-app chat or by email to [support@olive.app]. Customer will provide the information and cooperation reasonably required for Olive to provide support, including: (a) which aspects of the Services are unavailable or not functioning correctly; (b) the Incident’s impact on users; (c) steps to reproduce the Incident; (d) relevant log files or data; and (e) the wording of any error message.

11.3 Exclusions. Olive has no obligation to provide support to the extent an Incident arises from: (a) use of the Services in a manner not authorized by this Agreement or Olive’s documentation; (b) general internet problems, Force Majeure events or other factors outside Olive’s reasonable control; (c) Customer’s equipment, software, network connections or other infrastructure; or (d) third-party systems, acts or omissions.

12. General Provisions

12.1 Notices. Notices are effective when delivered in writing in person or by email, one day after being sent by overnight courier, or five days after being sent by US or Canadian first-class mail, postage prepaid, to the contact designated by the receiving Party. Notices to Olive must be sent to: Olive Technologies Inc., [Pier 32 – 330-1333 Johnston St., Vancouver, BC V6H 3R9 — confirm], email [info@olive.app — confirm this inbox is monitored]. Notices to Customer will be sent to the mailing or email address Olive has on file. Olive may change its contact information by posting it on the Website or notifying Customer. Customer is responsible for keeping its contact information current.

12.2 Copyright Complaints. If Customer believes in good faith that material on the Services infringes its or a third party’s copyright and wants Olive to remove, edit or disable it, Customer must send Olive’s designated agent: (a) a physical or electronic signature of a person authorized to act for the copyright owner; (b) identification of the copyrighted work (or a representative list, if several); (c) identification of the allegedly infringing material, with enough information for Olive to locate it; (d) contact information, such as an address, telephone number and email address; (e) a statement of good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, under penalty of perjury, that the information is accurate and that the sender is authorized to act for the copyright owner. Send notices to: Attn: Copyright Agent, Olive Technologies Inc., at the address and email in Section 12.1.

12.3 Assignment. Customer may not assign this Agreement without Olive’s prior written consent; any attempted assignment in violation of this Section is void. Olive may assign this Agreement or any rights under it to any third party without Customer’s consent. This Agreement benefits and binds the Parties and their successors and permitted assigns.

12.4 Governing Law. This Agreement and any action related to it are governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

12.5 Dispute Resolution. Any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre [confirm current name and rules with counsel] in Vancouver, British Columbia, before a single arbitrator, under its rules then in effect and the substantive laws of British Columbia. The arbitrator will award costs, including the administering body’s fees and reasonable legal fees, to the prevailing Party. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section prevents either Party from seeking interim, injunctive or other equitable relief, including to protect Intellectual Property Rights or Confidential Information, from the courts of British Columbia or any other court of competent jurisdiction.

12.6 Export Restrictions. Customer will comply with all export laws and regulations that apply to its access to or use of the Olive SaaS Services. Olive makes no representation that the Olive SaaS Services may be exported without appropriate licences or permits, or that any such licence or permit has been, will be or can be obtained.

12.7 Construction. Except as otherwise provided, the Parties’ rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. “Include” and “including” mean “include without limitation” and “including without limitation”. Headings are for reference only. “Consent” or “discretion” means a Party’s right to withhold consent or exercise discretion arbitrarily and without any implied obligation to act reasonably or explain its decision.

12.8 Force Majeure. Neither Party is liable for delays caused by events or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”). A Force Majeure event does not excuse Customer’s obligations under Sections 5 (Fees and Payment), 6 (Confidential Information) or 8 (Indemnities).

12.9 Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed, or limited to the minimum extent necessary, and the rest of this Agreement will remain in full force and effect.

12.10 Waiver. A waiver of any provision must be in writing, and a waiver in one instance does not prevent enforcement of that provision on other occasions.

12.11 Independent Contractors. Olive is an independent contractor. Neither Party is an agent or partner of the other, and neither has or will represent that it has authority to act on the other’s behalf.

12.12 Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, representations and communications, written or oral.

12.13 Amendments. No amendment, supplement, modification, waiver or termination of this Agreement, and unless this Agreement says otherwise no consent or approval, binds a Party unless executed in writing by that Party. DESPITE THE PRECEDING SENTENCE, OLIVE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER PRIOR NOTICE OR POSTING NOTICE ON THE WEBSITE. UNLESS OLIVE INDICATES OTHERWISE, AN AMENDMENT TAKES EFFECT ON THE EARLIER OF THE DATE NOTICE IS GIVEN TO CUSTOMER AND THE DATE IT IS POSTED ON THE WEBSITE.

12.14 English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

13. Definitions

In this Agreement:

• “Aggregated Data” has the meaning in Section 3.1.
• “Amendment” has the meaning in Section 12.13.
• “Confidential Information”, “Discloser” and “Recipient” have the meanings in Section 6.1.
• “Customer Data” means any data, information, content, records and files that Customer or any Permitted User loads or enters into, transmits to or makes available to the Olive SaaS Services, including Personal Information, but excluding Aggregated Data, Outputs (other than Customer Data contained in them) and any other Olive Property.
• “Customer User Account” and “Permitted User” have the meanings in Section 2.1.
• “Feedback” has the meaning in Section 3.4.
• “Fees” has the meaning in Section 5.1.
• “Force Majeure” has the meaning in Section 12.8.
• “Free Services” has the meaning in Section 1.2.
• “Intellectual Property Rights” means all registered and unregistered rights granted, applied for or otherwise now or later existing under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection anywhere in the world.
• “Licensed Third Party Technology” means third-party technology licensed under separate licence terms and not under this Agreement.
• “Loss” or “Losses” means all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs and expenses of any kind, including reasonable legal fees, the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.
• “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
• “Olive Application” means Olive’s applications and any updates provided as part of the Olive SaaS Services.
• “Olive Property” has the meaning in Section 3.2.
• “Olive SaaS Services” or “Services” means (a) the services through which Olive hosts and makes available the Olive SaaS Services as described in an Order Form or on the Website, including Free Services; and (b) any component or Modification of them, and includes the Olive Software and the Olive Application.
• “Olive Software” means all software Olive uses to provide the Olive SaaS Services, and any updates provided as part of them.
• “Order Form” means an order form or quote that references this Agreement and is executed by both Parties or otherwise accepted by Customer.
• “Outputs” has the meaning in Section 3.3.
• “Personal Information” means information about an identifiable individual provided by Customer under this Agreement.
• “Privacy Policy” has the meaning in Section 4.
• “Renewal Term” and “Term” have the meanings in Section 10.1.
• “Third-Party Products” has the meaning in Section 1.7.
• “Website” means any websites Olive uses to provide the Olive SaaS Services, including olive.app.