Terms of Service

Last Updated: November 29, 2025

Welcome to Oli Labs! These Terms of Service ("Terms") govern your use of the Oli software platform and services. By subscribing to or using Oli, you agree to these Terms.

These Terms apply to all users of the Services. Specific details about your subscription (including pricing, features, term, and deployment specifications) are set forth in either: (a) your selected plan at checkout for self-serve subscriptions, or (b) a separate Order Form or Statement of Work for enterprise or custom arrangements.

1. Definitions

• "Oli" or "Software" means the Oli sales assistant solution, including both the inbound embedded chat experience and outbound sales nurturing agent
• "You" or "Customer" means the entity or individual subscribing to the Services
• "Order Form" means a separate order form or statement of work that specifies the Services ordered, pricing, term, and other subscription-specific details
• "CRM" means your Customer Relationship Management platform
• "Customer Data" means all data and information provided to or from end users conversing with Oli, data accessible from your CRM, and information relating to leads you provide to us
• "Services" means the Software and all related support and features we provide

2. License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Oli Software in object code format during your subscription period. The Software is designed to integrate within your CRM to provide:

• An inbound embedded chat experience for your website and other channels
• An outbound sales nurturing agent to engage leads

Your license is solely for managing your sales operations. You may not use the Software for any other purpose.

3. Pricing and Payment

3.1 Fees

Pricing for your subscription is set forth in: (a) your selected plan at checkout for self-serve subscriptions, or (b) your Order Form for enterprise or custom arrangements. All fees are in U.S. Dollars and payable in advance unless otherwise specified in your Order Form.

3.2 Payment Terms

• Subscription fees are billed monthly or annually based on your selected plan or as specified in your Order Form
• A setup fee may apply as specified in your Order Form or selected plan
• Overage charges may apply if you exceed your plan's usage limits

3.3 Money Back Guarantee

If you cancel within the first 30 days of your initial subscription and are dissatisfied with Oli's performance for any reason, you may request a full refund of your first month's subscription fee (setup fees are non-refundable).

4. Subscription Term and Renewal

4.1 Term

Your subscription begins on the date you launch Oli (the "Effective Date") and continues on a month-to-month basis with automatic renewal, unless you select an annual plan.

4.2 Cancellation

You may cancel your subscription at any time by providing written notice as specified in your Order Form (typically 30 days' advance notice). Upon cancellation, you will retain access through the end of your paid period.

5. Your Responsibilities

5.1 Deployment

You are responsible for deploying Oli across your selected channels (website, WhatsApp, etc.) with our guidance and support.

5.2 CRM Access

You agree to provide us with necessary access to your CRM to:

• Deliver lead conversational data
• Assign ownership of leads to Oli for outbound nurturing
• Update your CRM with new lead information

5.3 Compliance

You will use the Services in compliance with all applicable laws and regulations.

6. Our Services

6.1 Software Delivery

We provide the Software via electronic delivery suitable for your selected channels.

6.2 Support

We provide onboarding assistance, documentation, and ongoing support as specified in your plan or Order Form. Premium plans include dedicated customer success specialists and prioritized response times.

7. Data Privacy and Security

7.1 Your Data Ownership

You retain all right, title, and interest in your Customer Data. We treat your data in accordance with applicable law and our Privacy Policy.

7.2 Our Use of Data

You grant us a non-exclusive license to use Customer Data that is not personally identifiable for the purpose of enhancing, improving, and training our Software.

7.3 Security

We implement and maintain appropriate technical, organizational, and physical safeguards to protect Customer Data in accordance with industry standards and best practices.

7.4 Data Processing and GDPR Compliance

Where you are established in the European Economic Area (EEA), United Kingdom, or Switzerland, or where you process personal data of individuals in those regions:

7.4.1 Data Processing Agreement

We act as a data processor on your behalf. The terms of our data processing are governed by our Data Processing Addendum (DPA), which incorporates:

• The Standard Contractual Clauses approved by the European Commission (for EEA transfers)
• The UK International Data Transfer Agreement or UK Addendum to the EU SCCs (for UK transfers)
• Switzerland's approved data transfer mechanisms (for Swiss transfers)

Our DPA is available at [insert URL] and is incorporated into these Terms by reference.

7.4.2 International Data Transfers

Customer Data may be transferred to and processed in the United States and other countries where we or our service providers operate. For transfers from the EEA, UK, or Switzerland to countries without adequacy decisions, we implement appropriate safeguards including:

• Standard Contractual Clauses (SCCs) as approved by the European Commission
• UK International Data Transfer Agreement (IDTA) or UK Addendum to EU SCCs
• Transfer Impact Assessments to evaluate and mitigate risks
• Where applicable, certification under the EU-U.S. Data Privacy Framework

7.4.3 Your Instructions

We will process personal data only in accordance with your documented instructions, unless required to do so by applicable law. You are responsible for ensuring that your instructions comply with applicable data protection laws.

7.4.4 Subprocessors

We may engage third-party subprocessors to assist in providing the Services. A current list of subprocessors is available in our Data Processing Addendum at www.olilabs.ai/legal/dpa. We will provide you with at least 30 days' notice before adding or replacing subprocessors, and you may object to such changes on reasonable data protection grounds.

7.4.5 Data Subject Rights

We will assist you in responding to requests from individuals exercising their rights under applicable data protection laws (including access, correction, deletion, and portability rights).

7.4.6 Security Incidents

We will notify you without undue delay after becoming aware of any unauthorized access, use, or disclosure of Customer Data that constitutes a personal data breach under applicable law.

7.5 Data Retention and Deletion

We retain Customer Data for the duration of your subscription and as necessary to provide the Services. Upon termination, we will delete or return Customer Data within five (5) days, except:

• Where retention is required by applicable law
• For backup copies, which will be deleted within 90 days
• For aggregated, anonymized data that cannot identify individuals

7.6 Your Compliance Obligations

You are responsible for:

• Obtaining all necessary consents and providing required notices to end users before collecting their personal data through Oli
• Ensuring your use of the Services complies with applicable privacy and data protection laws
• Maintaining a lawful basis for processing personal data through the Services

8. Intellectual Property and Confidentiality

8.1 Our Rights

We (and our licensors) retain all rights and licenses in the Software. Your license is limited to those rights expressly granted in Section 2.

8.2 Restrictions

You may not:

• Copy the Software (except as strictly necessary for authorized use)
• Distribute, sell, sublicense, or transfer the Software to third parties
• Modify, adapt, translate, reverse engineer, decompile, or derive source code from the Software
• Remove any copyright, trademark, or confidentiality notices from the Software or its output
• Disclose technical information, performance evaluations, or test results to third parties without our prior written approval

8.3 Protection of Confidential Information

Both parties agree to:

• Use reasonable efforts to protect each other's confidential information
• Limit disclosure to employees with a legitimate need to know
• Report any unauthorized disclosure immediately

9. Marketing and Publicity

9.1 Customer References

By using our Services, you grant us the right to identify you as a customer and use your name, logo, and trademarks in our marketing materials, including:

• Our website, social media, and digital properties
• Case studies, testimonials, and success stories
• Customer lists in proposals and presentations
• Press releases regarding our business relationship
• Industry conferences and events

9.2 Revocation

You may revoke this right at any time by providing written notice. We will cease such use within 30 days, except for materials already in print or distribution that cannot reasonably be recalled.

9.3 Limitations

We will not disclose your confidential information, specific project details, or proprietary data without your prior written consent. We will use your name and marks professionally and consistent with your brand guidelines (if provided).

10. Accessibility

We represent and warrant that the Software substantially conforms to Web Content Accessibility Guidelines (WCAG) 2.2 Level AA standards and applicable Section 508 requirements. We:

• Ensure user interfaces are accessible to people with disabilities
• Support screen readers, voice recognition software, and other assistive technologies
• Enable keyboard-only navigation
• Maintain appropriate text contrast ratios and provide alternative text for non-text content
• Conduct regular accessibility testing and remediation
• Provide accessibility conformance reports upon request

11. Warranties and Disclaimers

11.1 Our Commitment

We are committed to providing high-quality software and services. We work continuously to improve Oli's performance and capabilities.

11.2 Disclaimer

THE SOFTWARE IS PROVIDED "AS-IS." EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

12. Limitation of Liability

EXCEPT FOR THIRD-PARTY INDEMNIFICATION CLAIMS UNDER SECTION 13, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES ARISING FROM BREACH OR TERMINATION OF THESE TERMS, WHETHER ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims, demands, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Breach of these Terms
• Negligence or willful misconduct
• Violation of applicable laws or regulations

14. Dispute Resolution

14.1 Negotiation and Mediation

Any dispute relating to these Terms will first be resolved through good faith negotiations. If unsuccessful, the parties agree to submit the dispute to mediation.

14.2 Arbitration

If a dispute is not resolved through negotiation or mediation within 75 days, either party may submit the dispute to binding arbitration with The American Arbitration Association (AAA).

• Arbitration will be the exclusive forum if a demand precedes any court filing
• Arbitration costs will be shared equally; each party pays its own attorneys' fees
• The arbitrator may apportion liability but cannot award damages beyond the express terms of these Terms
• Either party may seek interim equitable relief in court for confidentiality or intellectual property violations

14.3 Jury Waiver

THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Florida, USA, without reference to conflict of laws principles. Each party consents to the exclusive jurisdiction of the courts of Miami-Dade County, Florida, and waives any objections to jurisdiction or venue in those courts.

16. General Provisions

16.1 Force Majeure

Neither party will be liable for delays or failures to perform due to events beyond reasonable control (fire, earthquake, flood, strike, war, terrorism, etc.), provided the affected party notifies the other party promptly and uses reasonable efforts to resume performance.

16.2 Assignment

Neither party may assign these Terms without the other's written consent, except either party may assign in connection with an acquisition of all or substantially all of its assets or equity.

16.3 Severability

If any provision is held invalid, the remaining provisions remain in full force and effect.

16.4 Amendments

We may modify these Terms by providing 30 days' notice via email or through the Services. Your continued use after the effective date constitutes acceptance. For material changes affecting your rights, we will obtain your affirmative consent.

16.5 Waiver

No failure or delay in exercising any right constitutes a waiver. No waiver, amendment, or modification is effective unless in writing and signed by both parties.

16.6 Entire Agreement

These Terms, together with your Order Form (if applicable), selected subscription plan, and our Privacy Policy and Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior understandings relating to the subject matter.

16.7 Order of Precedence

In the event of any conflict between these documents, the following order applies: (1) Order Form (for matters specifically addressed therein), (2) Data Processing Addendum (for data processing matters), (3) these Terms of Service, (4) Privacy Policy.

16.7 Order of Precedence

In the event of any conflict between these documents, the following order applies: (1) Order Form (for matters specifically addressed therein), (2) Data Processing Addendum (for data processing matters), (3) these Terms of Service, (4) Privacy Policy.

16.8 Survival

Sections 8, 11, 12, 13, 14, and 15 survive termination of these Terms.

17. Contact Us

If you have questions about these Terms, please contact us at:

Oli Labs, Inc.
Email: legal@olilabs.ai
Address: 28 West Flagler Street, Ste. 300B #254, Miami, FL, USA 33130

By subscribing to or using Oli, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

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