CHANGES TO AGREEMENT
OLIVE RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY: (I) THE POSTING OF A NEW VERSION; AND/OR (II) A CHANGE NOTICE ON THE WEBSITE OR APPLICATION. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Services following the date in which the modified or amended Agreement is posted.
ELIGIBILITY AND REGISTRATION
BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
If Customer registers on Olive’s or an Affiliate’s website for a free trial, Olive will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Olive in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
FEES & PAYMENT
Subscription fees for Buyers
Customer shall pay OLIVE the fee set forth in each Order (the “Subscription Fee”) for each Term. Olive’s invoices are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 4.75% per month or the highest rate permissible under applicable law.
Commission / referral fees for Vendors
Successfully selected vendors pay to Olive the sum of 15% of the value of any customer contracts achieved via or impacted by Olive Referral Services. In the case of annual or one-time contracts, payment will be due net thirty (30) days from the execution of the customer contract. In the case of monthly recurring contracts, payment will be due on the first (1st) of each month beginning from the Vendor's first invoice to the Customer and continuing monthly for the duration of the contract.
Amounts due under this Agreement are payable to Vendor without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, Customer shall separately pay Vendor the withheld or deducted amount. However, the prior two sentences do not apply to taxes based on Vendor’s net income.
Subject to Your compliance with the terms and conditions of this Agreement, Olive grants You a nonexclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website. THE SERVICES ARE FOR YOUR USE ACTING ON BEHALF OF YOUR EMPLOYER ONLY The Services, including the Website and the Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Olive. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Olive or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE WEBSITE, APPLICATIONS AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR EMPLOYER, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY OLIVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
You represent and warrant that You are:
- Legally competent;
- Are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and
- Are not listed on any U.S. Government list of prohibited or restricted parties; and
- Are an employee in good standing with your employer which is an organization doing business with Olive.
CONSENT TO RECEIVE EMAIL
In consuming the Services, You may receive periodic email communications regarding the Services, new product offers and information regarding the Services, which are part of the Services and which You cannot opt out of receiving. You may also receive periodic promotions and other offers or materials Olive believes might be of interest to You. You can opt out of receiving these promotional messages at any time by following the unsubscribe instructions contained in each newsletter.In consuming the service, You may receive electronic communications, including email and instant messages from other Website users. You can manage the messages You receive from other users by changing the messaging preferences in Your account.
Olive imposes certain restrictions on Your use of the Services. You represent and warrant that you will not: (a) Impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (b) Create more than one unique public profile; (c) Harvest or otherwise collect information about Olive users, including email addresses and phone numbers; (d) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third party websites; (e) Access content or data not intended for You, or log onto a server or account that You are not authorized to access; (e) Attempt to probe, scan, or test the vulnerability of the Services, the Website, the Applications, or any associated system or network, or breach security or authentication measures without proper authorization; (f) Interfere or attempt to interfere with the use of the Website, the Applications or the Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (g) Use the Services to send unsolicited email, including without limitation promotions or advertisements for products or services; (h) Forge any TCP/IP packet header or any part of the header information in any email or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Services; (i) Post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise; or (g) Attempt to modify, reverse engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human perceivable form any of the source code used by the Olive Parties in providing the Website or Applications. Any violation of this section may subject You to civil and/or criminal liability.
You acknowledge and agree that the Applications and all intellectual property rights associated therewith are, and shall remain, the property of Olive. Furthermore, You acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organization of the Applications are the intellectual property and proprietary and confidential information of Olive and its affiliates, licensors and suppliers. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the Applications by implication, estoppel or other legal theory, and all rights in and to the Applications not expressly granted in this Agreement are hereby reserved and retained by Olive.
The Applications may utilize or include third party software that is subject to third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the Applications is subject to and governed by the terms and conditions of the third party license applicable to such Third Party Software. In the event of a conflict between the terms of this Agreement and the terms of such third party licenses, the terms of the third party licenses shall control with regard to Your use of the relevant Third Party Software.
Trademarks, service marks, graphics, logos and domain names appearing on the Services may be the trademarks of third parties. Neither Your use of the Services, nor this Agreement, grant You any right, title or interest in or to, or any license to reproduce or otherwise use, any third-party trademarks, service marks, graphics, logos or domain names.
Copyrighted Materials/Copyright Notice
All content and other materials available through the Website and Services, including without limitation the Olive logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Olive or are the property of Olive’s licensors and suppliers. Except as explicitly provided, neither Your use of the Services nor this Agreement grant You any right, title or interest in or to any such materials.
If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Olive to delete, edit, or disable the material in question, you must provide Olive with all of the following information: (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Olive to locate the material; (d) Information reasonably sufficient to permit Olive to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Olive’s designated agent at:
Attn: Copyright Agent
Olive Technologies, Inc.
DISCLAIMERS, LIMITATION OF LIABILITY
OLIVE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE, APPLICATIONS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLIVE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER OLIVE NOR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS WARRANT THAT THE WEBSITE, APPLICATIONS OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, APPLICATIONS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE, APPLICATIONS AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD OLIVE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE, APPLICATIONS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC SERVER FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT.
LIMITATION OF LIABILITY
THE LIABILITY OF OLIVE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OLIVE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO OLIVE OR ITS THIRD PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, APPLICATIONS OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF OLIVE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN OLIVE AND YOU. THE WEBSITE, APPLICATIONS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, ANY OTHER AGREEMENT BETWEEN YOU AND OLIVE OR BETWEEN YOU AND ANY OF OLIVE’S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. OLIVE’S THIRD-PARTY SERVICE PROVIDERS LICENSORS AND SUPPLIERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
You acknowledge that you will not post any information that you do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information or information protected under nondisclosure agreements). Olive will from time to time use information that is included in the Olive application to share anonymously with other Olive users in an effort to improve the usability of the application. Olive will make every effort to maintain anonymity of this information and where reasonable, will request ability to share relevant information with other users in the Olive application.
Olive makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States and Canada accessing and using the Service is prohibited from territories where doing so would be illegal. Users that access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website, Applications and Services will be in accordance with this Agreement and any other Olive policies and guidelines, and with any applicable laws or regulations.
INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless Olive and its officers, directors, employees, agents, affiliates, representatives, sub-licensees, successors, assigns, and Third Party Service Providers (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website, Applications or Services; (iii) Your provision to Olive or any of the Indemnified Parties of information or other data; (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
GOVERNING LAW, JURISDICTION AND VENUE
This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Vancouver, British Columbia and shall be governed by and construed in accordance with the laws of the Province of British Columbia without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
Requirement of Arbitration
You agree that any dispute, of any nature whatsoever, between You and Olive arising out of or relating to this Agreement, shall be decided by neutral, binding arbitration before a representative of BCICAC in Vancouver, British Columbia (unless You and Olive mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of British Columbia and BCICAC’s Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the BCICAC’s fee and reasonable attorney’s fees) to the prevailing party.
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or Olive from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Olive from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN SEATTLE, WASHINGTON; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
TERM & TERMINATION
The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for 12 months. Thereafter, the Term will renew for successive 12 month periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
Termination for Cause
Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic and shall not require any action by Olive. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections titled “Fees & Payment”, “License”, “Intellectual Property”, “Disclaimers, Limitation of Liability”, and “Indemnity By You” will survive any termination of this Agreement.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website, Applications and Services. Subsequent to termination, Olive reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website, Applications and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
If Olive, in Olive’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Olive will be entitled to recover from You as part of such legal action, and You agree to pay, Olive’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Olive Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement.
INTEGRATION AND SEVERABILITY
The Terms of Service (including the then current Policies) are the entire agreement between You and Olive with respect to access, use and operation of the Site, Apps, and other aspects of the Service, and supersede all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between You and Olive with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
All notices required or permitted to be given under this Agreement must be in writing. Olive shall give any notice by email sent to the most recent email address, if any, provided by You to Olive. You agree that any notice received from Olive electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH OLIVE IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY OLIVE OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Olive by means of:
(2) email to: firstname.lastname@example.org. Notice to Olive shall be effective upon receipt of notice by Olive.
This Agreement constitutes the entire agreement between Olive and You concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Olive or by the unilateral amendment of this Agreement by Olive and by the posting by Olive of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Olive may assign or transfer this Agreement at any time, with or without notice to You. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Olive. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Olive are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Olive Parties and the Indemnified Parties, and Olive’s licensors and suppliers, there are no THIRD-PARTY beneficiaries to this Agreement.
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to Olive and Olive’s licensors and suppliers and would therefore entitle Olive or Olive’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.