These Olive Library Partner Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Olive Library Partner Agreement between Olive AI, Inc., a Delaware Corporation, with its principal place of business located at 99 E. Main Street, Columbus, OH 43215 (“Olive”) and Partner (collectively, the (i) Partner Listing Submission Form (as defined herein) and (ii) the Terms and Conditions are the “Agreement”). Olive and Partner are each a “Party” and may be referred to collectively as the “Parties”. BY CLICKING A BOX INDICATING ACCEPTANCE, PARTNER AGREES TO THE FOLLOWING TERMS AND CONDITIONS. The date of such acceptance shall be the “Effective Date” of this Agreement between the Parties.

1. Modification to these Terms and Conditions. Olive, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Olive from time to time) will be available at: https://library.oliveai.com/library-partner-terms-and-conditions. Partner agrees that either one or all of these notification methods constitute adequate notice to inform Partner of any amendments to these Terms and Conditions and Partner agrees to be bound by any such amendments upon such notification.

2. Products; Partner Listing Submission Form.

2.1  Product Listing. Partner desires to make available to Olive Customers (“Customers”) Partner’s products and services in Olive’s marketplace (“Olive Library”). All Partner’s products and services made available in the Olive Library shall be identified in the Partner Listing Submission Form, a form of which is attached hereto as Exhibit A (each, a “Partner Listing Submission Form”). Partner shall complete the Partner Listing Submission Form and submit it to Olive. Once Olive confirms receipt and approves a Partner Listing Submission Form, all products and services listed on such form are “Products”. Partner shall determine the terms and conditions pursuant to which it will offer Products to Customers, including any agreements that may be required by law (each, a “Purchase Agreement”), and if applicable, a Business Associate Agreement (“BAA”). The requirements of any Purchase Agreement or applicable BAA shall be identified in the Partner Listing Submission Form by Partner.

2.2  Additional Obligations for Certain Partners. If Olive and Partner agree in writing, the following additional obligations shall apply: (a) Partner shall supply a Purchase Agreement which shall be commercially reasonable and consistent with the current professional and industry standards; (b), where a BAA is required, Partner will use a BAA that is substantially similar to the Olive Library Recommended BAA with each Qualified Customer (as defined herein); and (c) Partner will undergo an Olive security review, which Partner may indicate to Customers in connection with a Product Listing.

2.3  Product Information. In addition to the Product Listing Submission Form, Partner shall provide Olive with information regarding its Products, including sales enablement materials that, at a minimum, provide a high-level description of the Products, and any other documentation that may be reasonably requested by Olive (collectively, “Collateral”). Partner hereby grants Olive the authority to provide demonstrations of any Products to Customers. Olive’s use of any content provided for demonstrations shall be solely for the purpose of enabling sales of Products to Customers.

3. Appointment and Authority. Olive will have the right to promote and discuss Products with Customers. Olive’s authority under this Agreement shall be limited to: (a) soliciting Customers for the purpose of Partner pursuing orders from the Customers for the Products; (b) establishing a Pi Price (as defined herein) for each Product and collecting payment in U.S. Dollars from Customers in exchange for Partner’s delivery of those Products to Customers; and (c) providing the Partner-supplied descriptions and information about the Partner and Products.

4. Qualified Customers. Upon the execution of a Purchase Agreement and any applicable BAA, a Customer will be deemed a “Qualified Customer”. Partner shall submit to Olive the Qualified Customer Form attached hereto as Exhibit B for each Qualified Customer. Olive shall have no liability to Partner or a Qualified Customer to the extent arising out of a Purchase Agreement. Partner agrees to indemnify, defend, and hold harmless Olive for and against all liabilities and claims brought against Olive to the extent arising out of a Purchase Agreement. Furthermore, and in addition to all remedies available to Olive at law or in equity, Olive shall be entitled to withhold payment to Partner for Products purchased by Qualified Customers if Qualified Customer notifies Olive that Partner has breached the Purchase Agreement and requests that Olive withhold payment. All Products shall meet current professional standards for accuracy and quality as defined by relevant professional organizations, societies, or other recognized experts, and/or industry standards.

5. Pricing, Payment and Revenue Share.

5.1  Product Pricing and Payment Terms. Customers purchase Pi from Olive using U.S. Dollars in a separate transaction with Olive, and then the Customer uses its Pi to purchase Products. For each Product, Partner will establish a price in U.S. Dollars for the Product. Olive will then assign a “Pi Price” for that Product. Olive will publish the Product with the corresponding Pi Price in the Olive Library. For Products that require additional scoping, the Partner and the Customer will work together to determine the associated price in U.S. Dollars based on required scoping, and such amount shall then be converted to a Pi Price by Olive. Partner shall be required to include the Pi Price in any Purchase Agreement, including the applicable Statement of Work or any other contractual agreement with the Customer for the additional scope. Partner agrees that it will not inflate the prices of Products, and such prices shall be consistent with pricing for similar products in the industry.

5.2  Revenue Share. For each Qualified Customer that purchases Products, excluding those related to professional services (including but not limited to consulting services, implementation services, etc.), from Partner pursuant to a Purchase Agreement, and subject to the terms of Section 5.1 above, Olive shall be entitled to receive twenty percent (20%) of the Partner-provided price for Product(s) purchased by Qualified Customers (“Revenue Share”). Olive shall retain the Revenue Share and remit payment to Partner for the remaining eighty percent (80%) of the Partner-provided price for Product(s) purchased by Qualified Customers. Olive shall remit payment to the Partner within forty-five (45) days following Olive’s receipt of each payment for the related Pi Price from Customer, which is typically on a quarterly basis. In the unlikely event a Qualified Customer remits payment to Partner for the Product, Partner agrees to pay the Revenue Share to Olive within forty-five (45) days following Partner’s receipt of the payment. All payments shall be paid in U.S. Dollars. Olive shall provide Partner with the applicable accounts payable and any other information reasonably requested by Partner to receive its portion of the Revenue Share. Notwithstanding anything to the contrary herein, Olive shall be entitled to withhold payment to Partner if a Qualified Customer informs Olive that Partner has breached the Purchase Agreement and/or the applicable BAA.

5.3  Applicable Taxes. Olive and Partner agree to be responsible for taxes applied to each taxable transaction, as required under applicable state or local law. Both Parties agree to cooperate as necessary with the other in order to comply with this section.

6. Independent Development. Olive may contract with third parties who may perform services or develop products and/or services similar to those of Partner. Olive may also develop products and/or perform services that are also similar to or compete with Partner’s products and/or services. Nothing in this Agreement will inhibit or interfere with Olive’s ability to create products or perform services that are the same or similar, or otherwise compete with, Partner’s products or services, or any other products, software, services, or technologies that Partner may develop, produce, market, or distribute, or Olive’s right to work with any third parties that may do the same. Additionally, Partner agrees that Olive is in no way restricted from using any feedback or other input relating to Partner’s products or services provided to Olive by Qualified Customers.

7. Trademarks; Materials. Partner hereby grants, and Olive hereby accepts, a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Collateral, including any third-party any name, logo, tagline, or other designation listed in the Collateral (“Partner Marks”). Olive is under no obligation to include or maintain the display of any such marks. Olive may issue press releases from time to time pertaining to the relationship created by the Parties hereunder and/or a particular Qualified Customer. Products and Collateral (including all components, subsequent versions, modifications, corrections, and enhancements thereof made available by Partners hereunder) are deemed “Materials”. Partner represents and warrants that it owns all interest in and/or has licensing rights to the Materials to grant the licenses granted in this Agreement. Further, Partner shall defend, indemnify and hold harmless Olive and/or its affiliates for any third-party claim brought against Olive and/or its affiliates to the extent such claim arises out of, or is in connection with, the Materials.

8. Ownership; Publicity. As between the Parties, subject to any license expressly granted under this Agreement, each Party and its suppliers will retain all right, title, and interest in and to each Party’s marks, Confidential Information (as defined herein), and with respect to Partner, the Materials, including all intellectual property and proprietary rights incorporated into or related to the foregoing (collectively, “Each Party’s IP”). All rights not expressly licensed by either Party under this Agreement are reserved.

9. DISCLAIMER OF WARRANTIES. ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND THOSE THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE, ARE HEREBY DISCLAIMED BY EACH PARTY.

10. LIMITATIONS ON LIABILITY; EXCLUSIONS.

10.1  LIMITATIONS. SUBJECT TO SECTION 10.2 (EXCLUSIONS) BELOW, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY COMMERCIAL LOSS OR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and (ii) EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, $1,000.00.

10.2  EXCLUSIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS IN SET FORTH IN SECTION 10.1 (LIMITATIONS) SHALL NOT APPLY TO: (a) CLAIMS BROUGHT AGAINST OLIVE ARISING FROM PARTNER’S BREACH OF A PURCHASE AGREEMENT; (b) INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE MATERIALS; (c) THE REVENUE SHARE DUE TO OLIVE HEREUNDER; AND/OR (d) PARTNER’S BREACH OF ITS PRODUCT SECURITY, DATA PROTECTION, COMPLIANCE WITH LAW AND/OR CONFIDENTIALITY OBLIGATIONS HEREUNDER.

11. Confidentiality. The terms of this Section shall supersede any separate confidentiality or non-disclosure agreement between the Parties. “Confidential Information” means any non-public, proprietary information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall not use any Confidential Information other than for the purpose of exercising its rights or performing its obligations under this Agreement. Further, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party, except as may be required to its employees, agents, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis, or as required by applicable public records and other law and to the extent such third parties are subject to confidentiality obligations that are at least as restrictive as those in this Agreement. In the event of a breach of this Section, the Disclosing Party is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate). For purposes of this Agreement, Confidential Information excludes information that: (a) was known to the Receiving Party on or before the Effective Date without restriction as to use or disclosure; (b) was in the public domain on or before the Effective Date; (c) came into the public domain after the Effective Date through no fault of the Receiving Party or breach of any confidentiality or non-disclosure obligation by a third party; (d) was independently developed solely by the Receiving Party without use or reliance upon the Confidential Information; or (e) is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the Receiving Party providing Disclosing Party with commercially reasonable notice of any such legal request and taking all commercially reasonable steps to limit the amount of Confidential Information disclosed and to allow the Disclosing Party to seek a protective order or pursue other protective measures.

12. Exclusion from State and Federal Health Care Programs. Partner represents to Olive that as of the Effective Date and while this Agreement remains in effect: (i) Partner is not excluded from any state or federal health care programs; (ii) after reasonable inquiry at the time of retention, no employee or contractor of Partner under this Agreement is: (a) "sanctioned person" under any federal or state health care program or law; listed in the current Cumulative Sanction List of the OIG for currently sanctioned or excluded individuals or entities; (b) listed on the General Services Administration's List of Parties Excluded individuals or entities; (c) listed on the General Services Administration's List of Parties Excluded from Federal Programs; (d) convicted of a criminal offense related to health care; and (iii) Partner screens all its employees and contractors against the aforementioned lists at the time of hire and at least annually. If at any time during the Term of this Agreement, Partner is excluded from a state or federal health care program, an employee or contractor of Partner is excluded from any state or federal health care program or an employee or contractor of Partner is listed on any of the aforementioned lists, Partner shall immediately notify Olive.

13. Product Security. Partner shall ensure any Products offered to Customers implement and maintain industry standard administrative, technical, and physical safeguards designed to: (a) ensure the security and confidentiality of information; (b) protect against any anticipated threats or hazards to the security or integrity of information; and (c) protect against unauthorized access to or use of information. Further, it is Partner’s responsibility to ensure it complies with and enters into any additional agreements necessary based on applicable law, in order to lawfully process the information necessary for the operation and performance of its Products. Partner agrees to reasonably cooperate with Olive and Customers to complete security assessments and/or audits, and/or provide information necessary to Olive and Customers to evaluate the security of Products. To the extent such information is shared by Partner with Olive, Partner agrees that Olive may disclose such information to a Customer to the extent such information is necessary for the Customer to evaluate and consider Products.

14. Data Protection. Partner is responsible for ensuring that its Products and Purchase Agreements with Qualified Customers comply with all applicable data protection and privacy laws and that a Customer or Qualified Customer’s personal information is only used for the purposes disclosed and not used for any other purpose. Customer and Qualified Customer personal information shall not be sold or further disclosed to any other third-party, unless the Customer or Qualified Customer gives Partner consent to do so. Olive takes no responsibility, whatsoever, for Partner’s misuse of personal information.

15. Compliance With Law. Partner shall be responsible, at its expense, for complying with all applicable laws and regulations of each jurisdiction where its Products are used, including laws and regulations pertaining to the distribution, access or use of Products. Partner agrees to cooperate with Olive to the extent necessary and with reasonable notice in order for Olive to determine Partner’s compliance with this Agreement, a Purchase Agreement, or applicable laws. If Olive becomes aware that Partner or its Products violate this Agreement, a Purchase Agreement, applicable law, or present any other reputational or legal risk to Olive, Olive, at its discretion, may remove the Partner and its Products from the Olive Library and terminate this Agreement.

16. Term. This Agreement shall commence on the Effective Date and shall continue for thirty-six (36) months thereafter (“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall auto-renew for consecutive thirty-six (36) month terms (each, a “Renewal Term” and collectively, the “Term”) unless this Agreement is terminated by either Party by providing written notice of termination no later than thirty (30) days prior to the expiration of the then-existing term. Further, either Party may terminate this Agreement for a material breach provided the non-breaching Party provides written notice to the breaching Party and such material breach remains uncured for thirty (30) days following written notice of the material breach. Notwithstanding the foregoing, Partner must fulfill any and all obligations it has to a Qualified Customer under any relevant contract between Partner and the Qualified Customer. 

17. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

18. Construction; Independent Contractors; Choice of Law; Survival; Severability; Entire Agreement. There shall be no meanings assigned to the headings of this Agreement, and every reference to “including” shall mean “including, without limitation,”. The Parties shall perform their respective duties and obligations under this Agreement as independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other in any way. The laws of the State of Ohio, without giving effect to its conflict of law principles, govern all matters arising out of or relating to this Agreement. Sections that by their very nature are intended to survive this Agreement shall survive termination or expiration of the Agreement. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. This Agreement and the attachments hereto and executed hereunder constitute the entire agreement between the Parties concerning the subject matter hereof. All prior agreements, discussions, representations, warranties and covenants are merged herein.

EXHIBIT A:  Partner Listing Submission Form, most current version is available at: https://docs.google.com/forms/d/e/1FAIpQLSdKofFqJrv9TO_v0N5_C5-tGRee8i3DXvfF7Y4AeihK1rnAsA/viewform

EXHIBIT B:  Qualified Customer Form

Date: ____________________

Qualified Customer Information
Contact Name:
Contact Title:
Company Name:
Address:
Email:
Phone:
Notes:

Description of Products to be Provided to Qualified Customer by Partner
Description of Product(s) Provided by Partner:
USD Price by Product(s):
USD Revenue Share to Partner:
Service Term: