Terms & Conditions

1. Our Services

Olive Branch develops and provides enterprise software and artificial intelligence solutions, including:

• AIRA: an AI-assisted recruitment and hiring platform;
• Sentio: a conversation intelligence, quality assurance and customer-experience platform; and
• Canopy: an HR and workforce management platform.

Together with related products, integrations, professional services, APIs, documentation and other offerings, these are referred to as the "Services."

The specific features, functionality, pricing, service levels and other commercial terms applicable to a customer will be set out in the applicable order form, subscription agreement, statement of work or other agreement between Olive Branch and that customer (the "Customer Agreement"). If there is a conflict between these Terms and a Customer Agreement, the Customer Agreement will control for the Services purchased by such customer.

2. Website Use

You may use the Website only for lawful business and informational purposes.

You agree not to:

• use the Website in violation of any applicable law or regulation;
• interfere with or disrupt the Website or its security;
• attempt to gain unauthorized access to any system or account;
• introduce malware, viruses or other harmful code;
• scrape, crawl or systematically collect Website content without our written permission;
• impersonate another person or misrepresent your affiliation with an organization;
• reverse engineer or attempt to discover source code from the Website; or
• use automated means to access the Website in a manner that places an unreasonable burden on our systems.

We may suspend or restrict access to the Website where reasonably necessary to protect the Website, our systems, our users or our business.

3. Product Access

Certain Services may require an account, credentials or other authentication. You are responsible for:

• keeping account credentials confidential;
• ensuring that authorized users comply with the applicable Customer Agreement;
• maintaining appropriate access controls; and
• promptly notifying us of suspected unauthorized access.

4. Customer Data

"Customer Data" means information, content, files, records, communications and other data submitted to or processed through the Services by or on behalf of a customer. As between Olive Branch and the customer, the customer retains its rights in Customer Data.

The customer grants Olive Branch the limited rights necessary to host, copy, transmit, analyze, display and otherwise process Customer Data solely to:

• provide and operate the Services;
• maintain and secure the Services;
• prevent fraud, abuse and security incidents;
• provide customer support;
• comply with applicable law; and
• perform other activities expressly permitted by the applicable Customer Agreement.

We will not sell Customer Data. Unless expressly agreed in writing, Olive Branch will not use identifiable Customer Data to train a general-purpose AI model or otherwise make that data available for training a model intended for unrelated customers. We may use aggregated, statistical or de-identified information that does not reasonably identify a customer or individual to operate, analyze, improve and develop our products and services.

5. Customer Responsibilities

Customers are responsible for:

• determining whether the Services are appropriate for their intended use;
• providing all required notices to candidates, employees, customers, agents and other individuals;
• obtaining all legally required consents and permissions;
• ensuring that their collection and use of data complies with applicable law;
• configuring the Services appropriately;
• maintaining appropriate internal policies and access controls; and
• making final business, employment, payroll, compliance and other decisions.

Customers must not submit information to the Services unless they have the legal right and authority to do so.

6. AI-Assisted Services

Some Services use artificial intelligence, machine learning, automated analysis, scoring, transcription, classification or recommendation technologies ("AI Features"). AI Features may produce outputs that are incomplete, inaccurate, biased or inappropriate for a particular situation. You should independently review important outputs before relying on them.

AIRA

AIRA is designed to assist with recruitment activities such as candidate sourcing, screening, interviewing and analysis. AIRA does not make employment decisions on behalf of customers. Customers remain responsible for employment decisions, including decisions regarding interviewing, hiring, promotion, compensation, termination and other employment actions.

Customers must use appropriate human review and comply with applicable employment, anti-discrimination, accessibility, privacy and automated-decision laws. Where required by law, customers must provide reasonable accommodations or alternative assessment methods for individuals with disabilities. Olive Branch does not guarantee that an AI-assisted hiring process will produce a particular hiring outcome or eliminate bias.

7. Recordings, Interviews and Communications

Certain Services may process audio, video, transcripts, interview responses, communications or other recorded content.

Before using a recording or interview feature, the customer is responsible for determining whether notice, consent or other authorization is required and for obtaining it. Customers must comply with applicable federal and state laws governing recording, interception, monitoring, biometric information, employment interviews and communications. Olive Branch does not determine whether a particular recording or interview is lawful in the customer's jurisdiction. Where the Services support configurable notices, disclosures or consent mechanisms, customers are responsible for configuring them appropriately for their use case.

8. Healthcare Data

Certain customers may use the Services in healthcare-related environments. Where applicable, healthcare data may be subject to a separate Business Associate Agreement ("BAA") and other contractual requirements. The Services should not be used to process protected health information ("PHI") on behalf of a covered entity or business associate unless the parties have entered into the required agreement.

9. Third-Party Services and Integrations

The Services may integrate with third-party systems, including HRIS platforms, applicant tracking systems, job boards, CRM systems, communication tools and other services. Third-party services are controlled by their respective providers and may be subject to separate terms and privacy policies. Olive Branch is not responsible for third-party services or for interruptions, changes or failures caused by those providers.

10. Intellectual Property

The Website, Services, software, technology, interfaces, designs, documentation, trademarks, logos, workflows, models, algorithms and other materials provided by Olive Branch are owned by Olive Branch or its licensors. Except as expressly permitted under a Customer Agreement, no rights are granted to you other than the limited right to access and use the Services as intended.

You may not copy, modify, distribute, sell, lease, sublicense or create derivative works of Olive Branch technology. You retain ownership of Customer Data and materials that you submit to the Services, subject to the rights granted to Olive Branch under these Terms and the applicable Customer Agreement. Any feedback you provide about the Services may be used by Olive Branch without restriction, provided that we do not publicly identify you as the source of the feedback without your permission.

11. Confidentiality

If you receive non-public information from Olive Branch that is identified as confidential or that reasonably should be understood to be confidential, you must protect it and use it only for purposes related to the Services. Confidential information does not include information that:

• is or becomes publicly available without breach;
• was already lawfully known;
• is received lawfully from another source without confidentiality obligations; or
• is independently developed without use of the confidential information.

These obligations do not prevent disclosure required by law, provided that the disclosing party is given reasonable notice where legally permitted.

12. Security

Olive Branch maintains administrative, technical and organizational safeguards designed to protect the Services and data processed through them. No security measure can guarantee absolute security. Customers are responsible for security practices, including account management, endpoint security, user permissions and the security of systems connected to the Services.

13. Privacy

Our collection and use of personal information through the Website and Services is described in our Privacy Policy. When Olive Branch processes personal information on behalf of an enterprise customer, the applicable Customer Agreement and Data Processing Agreement may govern that processing.

14. Acceptable Use

You may not use the Services to:

• violate applicable law;
• infringe another person's rights;
• unlawfully discriminate against individuals;
• conduct unlawful surveillance;
• make decisions that are prohibited by applicable law;
• create or distribute malicious code;
• attempt to compromise the security of the Services;
• reverse engineer or extract underlying models or source code;
• use the Services to develop a competing product by copying protected functionality; or
• use the Services to process data where you do not have the required rights or permissions.

We may suspend use of the Services where we reasonably believe that continued use creates a security, legal or material operational risk.

15. No Professional Advice

The Services provide software, analytics, recommendations and other technology. Unless expressly agreed otherwise in writing, the Services do not provide legal, medical, financial, tax, employment or other professional advice. You are responsible for obtaining professional advice where appropriate.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

OLIVE BRANCH DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL ALWAYS BE AVAILABLE, ERROR-FREE, SECURE OR ACCURATE.

WE DO NOT WARRANT THAT AI OUTPUTS WILL BE COMPLETE, ACCURATE, UNBIASED OR SUITABLE FOR A PARTICULAR PURPOSE.

WE DO NOT GUARANTEE A PARTICULAR HIRING RESULT, BUSINESS RESULT, PAYROLL RESULT, CUSTOMER EXPERIENCE RESULT OR OTHER OUTCOME.

NOTHING IN THESE TERMS LIMITS ANY WARRANTY OR COMMITMENT THAT IS EXPRESSLY PROVIDED IN A SIGNED CUSTOMER AGREEMENT.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLIVE BRANCH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLIVE BRANCH'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE TO OLIVE BRANCH FOR THE APPLICABLE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

To the extent permitted by law, you agree to defend, indemnify and hold harmless Olive Branch and its affiliates, officers, directors, employees and agents from claims, damages, liabilities, costs and expenses arising from:

• your unlawful use of the Website or Services;
• your violation of these Terms;
• Customer Data or other materials submitted by you;
• your failure to obtain required notices, consents or permissions; or
• your violation of another person's rights.

19. Suspension and Termination

We may suspend or terminate access to the Website if you materially violate these Terms. Access to paid Services will be governed by the applicable Customer Agreement. Sections that by their nature should survive termination will survive, including provisions concerning intellectual property, confidentiality, disclaimers, limitations of liability, indemnification and dispute resolution.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of Philadelphia without regard to conflict-of-law principles. Any dispute arising out of these Terms or the Website will be resolved exclusively in the state or federal courts located in Philadelphia and you consent to their jurisdiction and venue.

Except where prohibited by law, disputes may instead be resolved through binding individual arbitration administered by the American Arbitration Association under its applicable commercial rules. Neither party may bring a dispute as a class, collective or representative action.

21. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice where required by law. The updated Terms will apply from their stated effective date.

22. General

If any provision is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver.

These Terms do not create an agency, partnership, joint venture or employment relationship. You may not assign these Terms without our prior written consent, except in connection with a permitted corporate transaction. Olive Branch may assign these Terms to an affiliate or successor in connection with a merger, acquisition, reorganization or sale of substantially all relevant assets.

These Terms, together with any applicable Customer Agreement and documents incorporated by reference, constitute the agreement governing the applicable subject matter.