Terms and Conditions

These Terms and Conditions ("Terms") govern Customer's use of Olive's products, services, and software specified in the applicable Order Form ("Services") provided by Olive Financial, Inc., a Delaware corporation with offices at 2261 Market Street, STE 10960, San Francisco, CA 94114 ("Olive"). By executing a mutually agreed order or completing an online registration page that references these Terms ("Order Form"), the customer identified on such Order Form ("Customer") acknowledges and agrees that these Terms, together with the applicable Order Form, constitute a binding agreement between Olive and Customer (the "Agreement"). The "Effective Date" of this Agreement shall be the date specified in the applicable Order Form or, if no date is specified, the date Customer first registers for or accesses the Services.

1. SERVICES AND SUPPORT

Access to the Services. Each Order Form is incorporated into this Agreement. Subject to Customer's compliance with this Agreement, Olive grants Customer and its employees and contractors authorized to use the Services ("Authorized Users") a limited, nonexclusive, nontransferable, non-sublicensable right to access and use the Services during the term specified in the applicable Order Form. Authorized Users may access and use the Services solely for Customer's internal business purposes and must comply with all usage limits and restrictions set forth in the applicable Order Form, as well as Olive's official user guides, manuals, instructions, and other technical materials describing the functionality and limitations of the Services ("Documentation").

Support. Olive will provide reasonable support in accordance with its standard practices and any support terms specified in the applicable Order Form. Olive may suspend Customer's access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay its fees.

Candidate Recommendations. The Services provide recommendations and suggestions regarding job candidates based on Customer's inputs, criteria, and historical decisions ("Candidate Recommendations"). Customer may utilize Candidate Recommendations solely in connection with its authorized use of the Services. While Olive makes reasonable efforts to provide useful recommendations, Customer acknowledges that Candidate Recommendations are advisory only and are designed to assist, not replace, human decision-making. Customer remains solely responsible for reviewing, validating, and making all final decisions regarding candidates.

Third-Party Services. Customer acknowledges that the Services may operate on, integrate with, or rely upon third-party application programming interfaces (APIs), applicant tracking systems, Customer's systems and databases, and other third-party services or infrastructure (including, without limitation, Ashby, Greenhouse, Lever, and similar platforms) (collectively, "Third-Party Services"). Olive is not responsible for the operation, performance, or availability of any Third-Party Services, nor for any disruption or unavailability of the Services caused by any Third-Party Services. Olive makes no representations or warranties regarding Third-Party Services or third-party providers.

2. RECRUITING SERVICES

Advisory Nature of Recommendations. The Services provide suggestions and recommendations regarding candidates based on Customer's inputs, criteria, and historical decisions. All Candidate Recommendations are advisory only and do not constitute hiring decisions. Customer is solely responsible for all employment and hiring decisions.

Human Review Required. Customer agrees to implement meaningful human review of all Candidate Recommendations before taking any adverse employment action, including rejection, disqualification, or deprioritization of any candidate. Customer shall not configure or use the Services to automatically reject, filter out, or take adverse action against candidates without human review.

Customer as Employer of Record. As between the parties, Customer is the employer or prospective employer with respect to all candidates evaluated using the Services. Olive is a service provider and is not the employer, joint employer, or employment agency with respect to any candidates.

Employment Law Compliance. Customer is solely responsible for ensuring its use of the Services complies with all applicable federal, state, and local employment laws, including without limitation:

(i) Title VII of the Civil Rights Act of 1964;

(ii) The Age Discrimination in Employment Act (ADEA);

(iii) The Americans with Disabilities Act (ADA);

(iv) The Equal Pay Act;

(v) The Fair Credit Reporting Act (FCRA), if applicable to Customer's use;

(vi) State and local fair employment laws;

(vii) State and local laws governing the use of automated decision tools or artificial intelligence in employment, including but not limited to New York City Local Law 144, Illinois Artificial Intelligence Video Interview Act, Colorado AI Act, and similar legislation; and

(viii) Any notice, disclosure, or consent requirements applicable to the use of automated tools in hiring.

Bias Audits and Assessments. If Customer is subject to laws requiring bias audits or impact assessments for automated employment decision tools, Customer is solely responsible for obtaining such audits and assessments at Customer's expense. Upon reasonable request and subject to confidentiality obligations, Olive will provide Customer with information reasonably necessary to conduct such audits.

Prohibited Uses. Customer shall not use the Services to:

(i) Discriminate against any candidate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by applicable law;

(ii) Make automated hiring decisions without meaningful human oversight;

(iii) Circumvent applicable employment laws or candidate rights; or

(iv) Process candidate data in violation of applicable privacy or data protection laws.

Candidate Notices and Consents. Customer is solely responsible for obtaining any necessary consents from candidates for the collection, use, and processing of their personal information through the Services, and for providing any required notices or disclosures to candidates regarding the use of automated tools in the hiring process.

3. CUSTOMER RESPONSIBILITIES

Data Security and Access. Customer is solely responsible for maintaining secure credentials and proper access permissions for the Services. Customer acknowledges that proper security configurations and access controls are essential for the secure operation of the Services, and Olive disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer's configuration or credential management.

Cooperation. Customer agrees to reasonably cooperate with Olive by providing timely access to necessary resources, information, personnel, and Customer's systems and databases required for implementation, integration, and ongoing use of the Services. Olive is not responsible for delays caused by Customer's failure to provide such cooperation or access.

Compliance with Documentation. Customer shall ensure that Authorized Users access and use the Services strictly in accordance with the Documentation. Customer is responsible for any non-compliance by its Authorized Users.

Training. Customer is responsible for ensuring that all Authorized Users are appropriately trained on the proper use of the Services, including the advisory nature of Candidate Recommendations and the requirement for human oversight of all hiring decisions.

4. FEES AND PAYMENT TERMS

Fees; Payment. Customer shall pay Olive the applicable fees as set forth in each Order Form (the "Fees"). Unless otherwise specified in an applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.

Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Olive for all reasonable costs incurred by Olive in the collection of past due amounts, including attorneys' fees and collection agency fees.

Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Olive's net income). Should Olive pay any such taxes on behalf of Customer, Customer agrees to reimburse Olive for such payments, unless Customer provides Olive with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. INTELLECTUAL PROPERTY AND DATA

Customer Data. As between the parties, Customer shall retain all right, title and interest in and to all data, content, or materials submitted or transmitted by Customer or its end users through or in connection with the Services, including all candidate information and application materials (the "Customer Data"), including all associated intellectual property rights. Customer shall solely be responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Data.

Olive Intellectual Property. As between the parties, Olive retains all rights, title, and interest in the Services, including all related software, technology, algorithms, models, improvements, modifications, and all associated intellectual property rights. Customer may (but is not obligated to) provide feedback regarding the Services, and Olive may freely use such feedback. This Agreement does not grant Customer any ownership or license rights except as expressly stated herein.

Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:

(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction);

(ii) modify, translate, or create derivative works based on the Services;

(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;

(iv) use the Services for the benefit of a third party or to provide recruiting or staffing services to third parties;

(v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;

(vi) use the Services to build an application or product that is competitive with any Olive product or service;

(vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

(viii) bypass any measures Olive may use to prevent or restrict access to the Services;

(ix) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services, whether through use of manual or automated means; or

(x) benchmark, evaluate, measure, or test the performance or functionality of the Services for competitive analysis, publication, or other comparative purposes.

6. CONFIDENTIALITY

Proprietary Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business ("Proprietary Information" of the Disclosing Party).

Obligations. The Receiving Party agrees:

(i) not to divulge to any third person any such Proprietary Information,

(ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and

(iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.

Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall immediately delete all Proprietary Information of the Disclosing Party (including all Customer Data), subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.

No Training. Olive will not train third-party artificial intelligence models using Customer Data as training materials. Olive may collect anonymized data related to Customer's use of the Services ("Usage Data") solely to analyze, maintain, and improve the Services. Custom data handling agreements are available for certain customers.

Information Security. Olive will maintain an information security program designed to: (i) ensure the security and confidentiality of Customer Data; (ii) safeguard Customer Data against anticipated threats or hazards; and (iii) prevent unauthorized access or use.

7. TERM; TERMINATION

Term. This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the "Term"), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the "Initial Term") and automatically renews for successive one-year periods ("Renewal Terms," together with the Initial Term, the "Order Term"), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.

Termination for Breach. Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Olive may suspend Customer's access to the Services if Customer's account is past due.

Effects of Termination. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

8. INDEMNIFICATION

Indemnity. Each party ("Indemnitor") will defend, indemnify, and hold harmless the other party, its affiliates, and their respective employees, contractors, directors, suppliers, and representatives (collectively, "Indemnitee") against any liabilities, claims, and third-party expenses, including reasonable attorneys' fees ("Losses"), arising from claims that:

(i) in the case of Olive as Indemnitor, the Services infringe or misappropriate third-party intellectual property rights; or

(ii) in the case of Customer as Indemnitor, Customer's use of the Services or Customer Data infringes or misappropriates third-party intellectual property rights; or

(iii) in the case of Customer as Indemnitor, any claims arising from Customer's use of the Services for recruiting or hiring purposes, including without limitation claims by candidates or governmental agencies alleging discrimination, failure to comply with employment laws, or improper use of automated decision-making tools in hiring.

Exclusions. Olive's indemnification obligations under Section 8.1 do not apply to claims arising from:

(i) Customer Data or any materials not created by Olive;

(ii) Services or software developed according to Customer's specifications;

(iii) modifications made after delivery by Olive;

(iv) combination of the Services with third-party products, processes, or materials, if the claim results from such combination;

(v) Customer's continued use of allegedly infringing Services after receiving notice of infringement or instructions for modifications to avoid infringement;

(vi) Customer's use of the Services in violation of this Agreement.

Procedures. Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense).

9. WARRANTIES AND DISCLAIMERS

Olive Warranties. Olive represents and warrants: (i) it has the authority to enter into this Agreement, (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.

Customer Warranties. Customer represents and warrants that: (i) it has all necessary rights, licenses, and consents to provide any Customer Data, systems access, and third-party integrations used in connection with the Services; (ii) Customer Data and Customer's use of the Services will not violate any applicable laws, regulations, or third-party intellectual property or other rights; (iii) Customer will not use the Services to process or store any data in violation of applicable privacy and data protection laws; and (iv) Customer will comply with all applicable employment and anti-discrimination laws in connection with its use of the Services.

General. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES (INCLUDING ALL CANDIDATE RECOMMENDATIONS) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Advisory Tool Only. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE DESIGNED TO ASSIST, NOT REPLACE, HUMAN DECISION-MAKING IN THE HIRING PROCESS. ALL CANDIDATE RECOMMENDATIONS ARE ADVISORY ONLY. OLIVE DOES NOT VERIFY OR CERTIFY ANY OUTPUTS, RESULTS, OR DATA GENERATED THROUGH THE SERVICES. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING ALL CANDIDATE RECOMMENDATIONS AND MUST IMPLEMENT MEANINGFUL HUMAN OVERSIGHT BEFORE MAKING ANY HIRING DECISIONS OR TAKING ANY ADVERSE ACTION AGAINST CANDIDATES. OLIVE DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OR FITNESS FOR PURPOSE OF ANY CANDIDATE RECOMMENDATIONS.

No Guarantee of Compliance or Bias-Free Results. OLIVE DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY THE BEST CANDIDATES, THAT CANDIDATE RECOMMENDATIONS WILL BE FREE FROM BIAS, OR THAT USE OF THE SERVICES WILL COMPLY WITH APPLICABLE EMPLOYMENT LAWS. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING CANDIDATES, MAKING HIRING DECISIONS, AND ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS. OLIVE EXPRESSLY DISCLAIMS ANY LIABILITY FOR HIRING DECISIONS MADE BY CUSTOMER OR CLAIMS BY CANDIDATES ARISING FROM CUSTOMER'S USE OF THE SERVICES.

AI Technology. CUSTOMER ACKNOWLEDGES THAT THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, WHOSE OUTPUTS DEPEND ON BOTH USER INPUT QUALITY AND HISTORICAL DECISION PATTERNS. WHILE OLIVE STRIVES TO PROVIDE RELIABLE SERVICES, CUSTOMER UNDERSTANDS THAT SUCH TECHNOLOGIES ARE INHERENTLY PROBABILISTIC AND MAY NOT BE ERROR-FREE. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DECISIONS AND ACTIONS TAKEN BASED ON THE SERVICES.

10. LIMITATION OF LIABILITY

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER TO OLIVE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

11. NOTICE

All notices under this Agreement will be in writing and sent (a) for notices to Olive Financial, Inc. at 2261 Market Street, STE 10960, San Francisco, CA 94114 and (b) for notices to Customer, to the address or email address set forth in the applicable Order, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

12. MISCELLANEOUS

Publicity. Customer agrees that Olive may use and display Customer's name and logo on Olive's website and promotional materials to identify Customer as a user of the Services, subject to Customer's trademark guidelines.

Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in San Francisco, California under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.

Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Olive regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between the Order Form and the Terms, the Order Form shall govern.

Amendment; Waiver. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.

Assignment. Customer may not assign any of its rights or obligations under this Agreement without Olive's consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Enforceability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.