IMPORTANT, PLEASE READ CAREFULLY: CUSTOMER’S USE OF AND ACCESS TO THE OLELO INTELLIGENCE PLATFORM (AND ANY SOFTWARE AND WEBSITES ASSOCIATED WITH IT) AS WELL AS PRODUCTS AND SERVICES DESCRIBED ON CUSTOMER’S ORDER FORM(S) (COLLECTIVELY REFERRED TO AS THE “SERVICES”) PROVIDED BY OLELO INTELLIGENCE INC. IS CONDITIONED UPON CUSTOMER’S COMPLIANCE WITH AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING USE IN ACCORDANCE WITH THE CURRENT VERSION OF ANY SUPPORTING TECHNICAL DOCUMENTATION PROVIDED TO CUSTOMER BY OLELO INTELLIGENCE OR AVAILABLE ON OLELO INTELLIGENCE’S WEBSITE.
WHEN YOU ACCEPT THIS AGREEMENT, WHETHER BY (1) CLICKING TO CONFIRM ACCEPTANCE, (2) BY SIGNING AN ORDER FORM THAT MENTIONS THIS AGREEMENT, OR (3) BY USING THE LIMITED-TIME ACCESS TO SERVICES, YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU CONFIRM THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THIS CONTEXT, THE TERM “CUSTOMER” APPLIES TO THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE THE NECESSARY AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT OR USE THE SERVICES.
BY PURCHASING, ACCESSING, OR USING ANY OF THE SERVICES, YOU ARE EXPLICITLY AGREEING TO BEING BOUND BY THESE TERMS AND CONDITIONS, AS WELL AS ANY ORDER FORMS OR POLICIES REFERENCED WITHIN THIS AGREEMENT (TOGETHER REFERRED TO AS THE “AGREEMENT”). THE SERVICES ARE NOT OFFERED TO INDIVIDUALS WHO ARE NOT LEGALLY PERMITTED TO ENTER INTO THIS AGREEMENT.
1. Olelo Intelligence Services
1.1 Access and Provision
Olelo Intelligence will provide the Services to the Customer in accordance with this Agreement, the relevant Order Form, and the most current version of any supporting technical documentation made available to the Customer by Olelo Intelligence or accessible on its website (referred to as the “Documentation”). The Services are offered on a subscription basis for the specified subscription term. Olelo Intelligence grants the Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term, solely for the Customer’s internal business purposes and in compliance with the Documentation, including any restrictions outlined in the applicable Order Form. The Customer may assign user IDs and passwords to individuals authorized to access and use the Services (referred to as “Permitted Users”).
1.2 Affiliate Access and Use
An “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For the purpose of this definition, “control” means direct or indirect ownership or authority over more than 50% of the voting rights or interests of the entity in question.
1.2.1 Access Through Customer
At its discretion, the Customer may grant access and usage rights to the Services to one or more of its Affiliates, provided that all terms of this Agreement are adhered to. If the Customer extends such rights, it will assume full responsibility for the actions and omissions of the Affiliate. No Affiliate shall have the authority to bring any legal claim against Olelo Intelligence under this Agreement or any related Order Form unless the Affiliate has entered into a direct Order Form with Olelo Intelligence as outlined in Section 1.2.2 (Separate Affiliate Ordering) below.
1.2.2 Separate Affiliate Ordering
Upon the execution of a mutually agreed Order Form, Customer Affiliates may acquire the Services, hosted on an independent instance, by entering into an Order Form that references this Agreement directly with Olelo Intelligence. This will create a distinct and separate agreement between the Customer Affiliate and the Olelo Intelligence entity that signs the Order Form.
1.3 Customer Responsibilities
The Customer agrees to:
Ensure that all Permitted Users comply with this Agreement, the Documentation, and the Order Forms;
Take responsibility for the accuracy, quality, and legality of Customer Data, including how it was acquired and how it is used with the Services. Without limiting the foregoing, Customer is solely responsible for ensuring that all call recordings submitted to the Services comply with applicable federal and state recording consent laws, including two-party consent requirements. Customer represents and warrants that it has obtained all necessary consents for call recording prior to submitting recordings to the Olelo platform; Make commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Olelo Intelligence of any such incidents; Use the Services only in accordance with this Agreement, the Documentation, the Order Forms, and applicable laws; and adhere to the terms of service of any third-party applications used in conjunction with the Services.
If Olelo Intelligence determines that the Customer or Permitted Users are using the Services in a way that breaches these terms and threatens the security, integrity, or availability of the Services, Olelo Intelligence may immediately suspend the Services. Olelo Intelligence will make commercially reasonable efforts to notify the Customer and provide an opportunity to resolve the issue before suspension, unless circumstances require immediate action.
1.4 Restrictions on Use
The Customer must not use the Services in violation of any applicable laws. Additionally, the Customer must not, and must not permit or assist any Permitted User or third party to:
Use the Services for non-business calls; Resell, transfer, lease, rent, or share the Services or their rights under this Agreement with third parties, except as expressly permitted herein; Alter, remove, or obscure Olelo Intelligence’s name or logo, or copy, reproduce, or duplicate any part of the Services; Make the Services or their content available to anyone other than the Customer’s employees or consultants for the Customer’s benefit, or use the Services for the benefit of any other entity; Attempt to access Olelo Intelligence’s systems, programs, or data not intended for public use, or bypass any security or traffic management measures; Use the Services for benchmarking or to develop a product competitive with Olelo Intelligence’s offerings; or Reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying ideas, algorithms, or structure of the Services or related software, documentation, or data.
The Customer may not access or use the Services if it is a direct competitor of Olelo Intelligence.
1.5 Support
Olelo Intelligence will use commercially reasonable efforts to maintain high service availability, but cannot guarantee uninterrupted or error-free operation. Scheduled maintenance will be performed during off-peak hours whenever possible, and Olelo Intelligence will provide advance notice of any planned downtime. Customer Support is available weekdays from 7:00 AM to 6:00 PM Pacific Time via an online portal.
1.6 Limited-Time Access
Olelo Intelligence may provide the Services to the Customer on a limited-time access basis (“Limited-time Access”) until the earliest of:
The end of the limited-time access period;
(ii) The start date of a paid subscription under an Order Form; or
(iii) Termination of the evaluation by Olelo Intelligence, with or without cause, by providing immediate notice to the Customer.
Limited-time Access is provided is provided “AS IS” solely for limited evaluation purposes.
2. Proprietary Rights and Licenses
2.1 Reservation of Rights
Except for the limited rights explicitly granted under this Agreement, Olelo Intelligence, its Affiliates, and licensors retain all rights, title, and interest in and to the Services, including all related intellectual property rights. No additional rights are granted to the Customer beyond those expressly stated in this Agreement.
2.2 Customer Data; License by Customer to Olelo Intelligence
“Customer Data” refers to electronic data and information (including data sets, compilations, or aggregations) submitted by or on behalf of the Customer to the Services or collected and processed by or for the Customer using the Services. The Customer grants Olelo Intelligence a non-exclusive, worldwide, limited-term, royalty-free license to host, use, copy, transmit, and display Customer Data as necessary for Olelo Intelligence to provide and maintain the proper operation of the Services in accordance with this Agreement. This includes using Customer Data to generate insights, recommendations, and value analysis to optimize the Customer’s use of the Services. Subject to the limited licenses granted herein, Olelo Intelligence does not acquire any right, title, or interest in or to the Customer Data from the Customer or its licensors under this Agreement.
2.3 Feedback
The Customer grants Olelo Intelligence and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the Customer or Permitted Users regarding the operation of Olelo Intelligence’s or its Affiliates’ services.
3. Subscriptions;Term; Fees and Payment
3.1 Subscriptions
Unless otherwise stated in the applicable Order Form or Documentation:
(a) The Services are provided as subscriptions for the term specified in the relevant Order Form;
(b) Additional subscriptions for the Services may be added during the subscription term at the same pricing as the underlying subscription, prorated for the remaining portion of the term; and
(c) Any added subscriptions will expire on the same date as the underlying subscriptions.
The Customer acknowledges that its purchases are not contingent on the delivery of any future functionality or features, nor are they dependent on any oral or written public statements made by Olelo Intelligence regarding future functionality or features.
3.2 Term of Agreement
This Agreement begins on the date the Customer first accepts it and continues until all subscriptions under this Agreement have either expired or been terminated.
3.3 Term of Subscriptions
The term of each subscription is as specified in the applicable Order Form. Unless otherwise stated in the Order Form, subscriptions will automatically renew for additional one-year periods unless either party provides written notice (email is acceptable) at least 30 days before the end of the current subscription term. Renewal of promotional or one-time priced subscriptions will be at Olelo Intelligence’s standard list price at the time of renewal, unless otherwise specified in the Order Form. Additionally, any renewal that involves a decrease in subscription volume or length will result in re-pricing at renewal, regardless of the per-unit pricing from the prior term.
3.3.1 Cancellations
Customers may cancel their subscription by providing written notice at least 30 days prior to the end of their currently “Active Term”(defined as the Initial Term or any Renewal Term). If a customer wishes to cancel during an Active Term, an early termination fee will apply. The early termination fee will be calculated as 50% of the remaining contract value for the unused portion of the term. In the event of a sale of the business to which the subscription is connected, the early termination fee will be waived. Upon cancellation or termination, the customer will have 30 days to export any data stored on the platform by submitting a request to privacy@olelo-ai.com. After this export window closes, Customer Data will be deleted from active systems in accordance with the retention schedules set forth in the DPA and Olelo Intelligence's Privacy Policy. Certain data categories may be retained for defined periods following termination as described in those documents before permanent deletion occurs. Olelo Intelligence reserves the right to modify the policy on Cancellations at any time. Customers will be notified of any changes at least 30 days in advance, and continued use of the service after the effective date of the changes constitutes acceptance of the updated policy. Cancellation requests and when applicable, documentation of the sale of the business should be sent to: cancellations@olelo-ai.com.
3.3.2 Refunds
Refunds will not be provided for cancellations or terminations during an Initial Term or Renewal Term, except as required by applicable law. Any prepaid fees for unused services following the effective date of termination will not be refunded.
3.4 Fees and Payment
All fees are as outlined in the Order Form and must be paid by the Customer within 30 days of the Order Form’s effective date, unless otherwise specified. Payment obligations are non-cancelable, and fees are non-refundable. Unless the Customer provides a valid certificate of exemption or other proof of non-taxability, Olelo Intelligence will invoice the Customer for all applicable taxes, including VAT, GST, sales tax, consumption tax, and service tax. The Customer is responsible for ensuring payments are made free of any withholding or other taxes; any such taxes imposed on payments will be the Customer’s sole responsibility. Late payments will incur a service charge of 1.0% per month of the overdue amount or the maximum amount permitted by law, whichever is lower. If the Customer believes Olelo Intelligence has billed incorrectly, the Customer must notify Olelo Intelligence within 60 days of the billing statement’s closing date to request an adjustment or credit. The Customer is responsible for providing accurate and complete billing and contact information to Olelo Intelligence and must notify Olelo Intelligence of any changes to such information. Billing issues or questions should be sent to: billing@olelo-ai.com.
3.5 Suspension of Service and Acceleration
If any payment owed by the Customer is 30 days or more overdue (or 14 or more days overdue for credit card or direct debit payments that have been declined), Olelo Intelligence may, without limiting its other rights and remedies:
Accelerate all unpaid fee obligations, making them immediately due and payable; and
Suspend the Services until the overdue amounts are paid in full.
For customers not paying by credit card or direct debit, Olelo Intelligence will provide at least 10 days’ prior notice before suspending services.
4. Confidential Information
4.1 Confidentiality
Each party acknowledges that the Confidential Information of the disclosing party constitutes valuable, confidential, and proprietary information. Each party agrees to:
(i) Hold the other party’s Confidential Information in strict confidence;
(ii) Not disclose or use such Confidential Information except as necessary to perform its obligations under this Agreement or if compelled by applicable law, provided that the disclosing party is given prior written notice and reasonable steps are taken to avoid disclosure; and
(iii) Use at least the same level of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of a similar nature, but no less than reasonable care.
Confidential Information may be disclosed to employees and agents on a “need-to-know” basis, provided they are bound by confidentiality obligations consistent with this Agreement.
“Confidential Information” means any proprietary or trade secret information disclosed by one party to the other, whether tangible or intangible, including but not limited to:
Terms of this Agreement;
Information related to the Services;
Technical, financial, and business information;
Improvements, enhancements, product specifications, plans, technical data, know-how, algorithms, processes, formulas, designs, drawings, samples, inventions, discoveries, concepts, ideas, research, development, hardware, software, databases, systems, architectures, distribution methods, customer lists, customer requirements, price lists, and market studies.
Confidential Information does not include information that:
(a) Becomes publicly available through no fault of the receiving party;
(b) Was lawfully in the receiving party’s possession prior to disclosure;
(c) Is rightfully disclosed by a third party without restriction; or
(d) Is independently developed by the receiving party, as evidenced by written records.
5. Representations; Warranties; Exclusive Remedies and Disclaimers
5.1 Representations
Both Customer and Olelo Intelligence represent that:
(a) They have the full corporate right, power, and authority to enter into and perform their obligations under this Agreement;
(b) Executing and performing this Agreement does not violate any other agreement to which they are a party; and
(c) This Agreement constitutes a legal, valid, and binding obligation.
5.2 Warranties
Olelo Intelligence warrants that during the subscription term:
(a) This Agreement, Order Forms, Documentation, and the Data Processing Addendum will accurately describe the security measures for protecting Customer Data;
(b) Olelo Intelligence will not materially decrease the overall security of the Services;
(c) The Services will perform in accordance with the Documentation in all material respects; and
(d) Olelo Intelligence will not materially decrease the overall functionality of the Services.
For any breach of these warranties, Customer’s exclusive remedies are outlined in the termination and refund provisions in Section 9.2.
5.3 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED ABOVE, OLELO INTELLIGENCE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OLELO INTELLIGENCE MAKES NO WARRANTY THAT:
(I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE;
(II) CUSTOMER’S USE OF THE SERVICES OR CUSTOMER DATA WILL ACHIEVE ANY RESULTS; OR
(III) CUSTOMER’S USE OF THE SERVICES IS LAWFUL IN ANY JURISDICTION.
6. Indemnification
6.1 Olelo Intelligence Indemnification
Olelo Intelligence will:
(a) Defend Customer and its affiliates (collectively, “Customer Indemnitees”) against third-party claims alleging that the Services infringe a third party’s copyright, U.S. patent, or trademark; and
(b) Indemnify Customer Indemnitees for damages and costs (including reasonable attorneys’ fees) finally awarded or settled.
If Customer’s use of the Services is enjoined or likely to be enjoined, Olelo Intelligence may, at its discretion:
(i) Provide substantially similar products or services;
(ii) Procure the right for Customer to continue using the Services; or
(iii) Terminate the Agreement and refund fees for the unused portion of the subscription term.
Olelo Intelligence’s indemnification obligations do not apply if:
(1) The Services are modified by anyone other than Olelo Intelligence, and the infringement arises from such modification;
(2) The Services are combined with unauthorized services or processes, and the infringement arises from such combination;
(3) The Services are used unlawfully;
(4) The claim arises from Customer Data or third-party components; or
(5) Customer settles or admits liability without Olelo Intelligence’s prior written consent.
This Section 6.1 states Olelo Intelligence’s sole liability and Customer’s exclusive remedy for intellectual property infringement claims.
6.2 Customer Indemnification
Customer will:
(a) Defend Olelo Intelligence and its affiliates (collectively, “Olelo Intelligence Indemnitees”) against third-party claims alleging that Customer Data or Customer’s use of the Services infringes third-party intellectual property rights or violates applicable laws; and
(b) Indemnify Olelo Intelligence Indemnitees for damages and costs (including reasonable attorneys’ fees) finally awarded or settled.
6.3 Procedures
The indemnifying party’s obligations are conditioned on receiving:
(i) Prompt written notice of the claim;
(ii) The exclusive right to control the investigation, defense, and settlement (except that the indemnifying party may not settle without releasing the indemnified party from liability); and
(iii) Reasonable assistance from the indemnified party, at the indemnifying party’s expense.
7. Limitations of Remedies & Damages
7.1 Limitation of Liability
EXCEPT FOR LIABILITIES ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION), EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO OLELO INTELLIGENCE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, OR OTHERWISE) AND WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION.
7.2 Exclusion of Consequential and Related Damages
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS ARE FUNDAMENTAL TO THE AGREEMENT BETWEEN THE PARTIES.
8. Data Security
8.1 Protection of Customer Data
The terms of the Olelo Intelligence Data Processing Addendum ("DPA") are incorporated by reference and apply to the processing of personal information within Customer Data on Olelo Intelligence's systems. The DPA is available upon request by contacting privacy@olelo-ai.com and will be provided within 5 business days of request. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall govern. Third-party users of the Services may review Olelo Intelligence's Privacy Policy at https://olelo.ai/privacy-policy.
8.2 Data Maintenance and Backup Procedures
In the event of loss or corruption of Customer Data, Olelo Intelligence will use commercially reasonable efforts to restore the data from its latest backup. Olelo Intelligence is not responsible for any loss or corruption caused by the Customer or third parties. Data retention periods and Customer rights with respect to export and deletion of Customer Data are governed by the DPA and Olelo Intelligence's Privacy Policy, each as updated from time to time.
9. Termination
9.1 Termination
Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure the breach within 30 days of receiving written notice.
9.2 Refund or Payment upon Termination
If Customer terminates this Agreement due to Olelo Intelligence’s material breach, Olelo Intelligence will refund any prepaid fees for the unused portion of the subscription term. If Olelo Intelligence terminates due to Customer’s material breach, Customer must pay any unpaid fees for the remainder of the subscription term. Termination does not relieve Customer of its obligation to pay fees for services rendered prior to termination.
9.3 Surviving Provisions
The following sections will survive termination or expiration of this Agreement: “Evaluation Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Remedies and Damages,” “Refund or Payment upon Termination,” “Surviving Provisions,” and “General.” The “Protection of Customer Data” section will survive for as long as Olelo Intelligence retains Customer Data.
9.4 Effect of Termination
Upon termination or expiration, all rights granted to Customer under this Agreement will cease, and Customer must immediately stop using the Services. Within 30 days of termination, Olelo Intelligence will provide Customer with access to export or download Customer Data. After 30 days, Olelo Intelligence will have no obligation to retain or provide Customer Data and may delete or destroy it, unless legally prohibited.
10. Federal Government End Use Provisions
Olelo Intelligence provides the Services to federal government end users in accordance with standard commercial terms. If additional rights are required, the government must negotiate a written addendum with Olelo Intelligence.
11. Beta Services
“Beta Services” refer to pre-release features or functionality made available to Customer for evaluation at no charge or a nominal fee. Beta Services are not supported, may be subject to additional terms, and are not considered “Services” under this Agreement. Olelo Intelligence may discontinue Beta Services at any time and has no liability for harm or damage arising from their use.
12. Injunctive Relief
Customer acknowledges that unauthorized use, transfer, or disclosure of the Services may cause irreparable harm to Olelo Intelligence, its affiliates, suppliers, or resellers. Olelo Intelligence is entitled to equitable relief, including injunctive relief, without posting bond.
13. General Provisions
13.1 Assignment
This Agreement binds and benefits the parties’ successors and assigns. Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or transfer of substantially all assets. If a party is acquired by a direct competitor, the other party may terminate this Agreement and receive a refund for prepaid fees.
13.2 Severability
If any provision of this Agreement is found unenforceable, it will be limited to the minimum extent necessary to keep the Agreement in effect.
13.3 Governing Law; Jurisdiction and Venue
This Agreement is governed by California law, excluding conflict of laws rules. Disputes will be resolved in the federal or state courts of San Francisco, California. Notwithstanding the foregoing, the cross-border data transfer provisions set forth in the Data Processing Addendum and its schedules shall be governed by the laws specified therein.
13.4 Attorneys’ Fees and Costs
The prevailing party in any dispute under this Agreement is entitled to recover reasonable attorneys’ fees and costs.
13.5 Marketing
Olelo Intelligence may use Customer’s name and logo for marketing purposes, subject to Customer’s trademark guidelines. Customer may opt out by emailing marketing@olelo-ai.com.
13.6 Notice
Notices to Olelo Intelligence must be sent via certified mail or overnight courier to the address specified. Olelo Intelligence may notify Customer via email or the Olelo Intelligence portal.
13.7 Amendments; Waivers
No amendment or waiver is effective unless in writing and signed by both parties.
13.8 Entire Agreement
This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements.
13.9 Force Majeure
Neither party is liable for delays or failures caused by unforeseen events beyond its control, such as natural disasters, strikes, or government actions.
13.10 Third Party Beneficiaries
No third party has the right to enforce this Agreement.
13.11 Independent Contractors
The parties are independent contractors, and no partnership, joint venture, or agency relationship is created.
13.12 Government End-Users
The Services are commercial computer software subject to U.S. government licensing restrictions.
13.13 Export Control
Customer agrees to comply with all export and import laws and regulations. Customer represents that it is not on any restricted party list and will not use the Services in violation of U.S. export laws.