Oli Innovation Ltd. (“Oli Innovation” or “us”, “our”, “we”) provides a digital web assistant for professionals in the form of a Chrome extension, as well as a website located at https://oli-assistant.com (“Site” and together with the digital web assistant, the “Service”). These Terms of Service (these “Terms”) govern our provision of Service to you in connection with, or your access and use of, the Service. “User/s” or “you” means individuals or organizations which have subscribed for use of the Service or who visit the Site.
Please read these Terms carefully. These Terms govern your use of the Service. You must accept these Terms prior to using the Service. By using the Service, you signify your assent to these Terms. Changes may be made to these Terms from time to time. Your continued use of the Service after such changes will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you accept these Terms on behalf of an organization, you hereby represent that you have the authority to do so. If you do not agree to any of these Terms, please do not use the Service.
Service
Subject to the terms and conditions of these Terms, Oli Innovation shall provide User with a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to the Service. Subject to the terms and conditions hereof, Users may use the Service for internal business purposes only. Oli Innovation reserves the right to modify the Service at any time in its sole discretion subject to written notification to User of such modification. You are not entitled to any source code or executables in respect of the Service. User may receive bug fixes and updates to the Service during the term of these Terms and subject to the terms and conditions of these Terms . No licenses or rights are granted herein by estoppel or by implication. User represents that it/she/he has all necessary authority to enter into these Terms and that the execution of these Terms and the receipt of the Service will not conflict with any legal, regulatory or contractual obligations of User.
Registration
You may be required to register with Oli Innovation in order to use the Service. Currently registration is via Google or other social media account, but we may add or change registration formats at any time in our sole discretion. By registering through Google or through a social media account you represent and warrant that such account is yours and you have all right to provide us with the information in such account., You may not provide false information during the registration process and you must keep all information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify Oli Innovation of any unauthorized use of your account or password or credentials. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Notwithstanding anything to the contrary herein, Oli Innovation will not be liable for any losses or damage arising from unauthorized use of your account or password unless you have notified us that your account has been compromised, and have requested us to block access to it.
Restrictions
Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) use the Service to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the Service, (c) modify the Service in any way, (d) circumvent any security or access control features of the Service, (e) sublicense your rights hereunder or provide any third party with access to the Service, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the Service or (f) use the Service in a manner that violates applicable law; or (g) use the Service for purposes other than those expressly permitted herein. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Oli Innovation in writing in each instance prior to engaging in the applicable activity. You shall use the Service only in accordance with applicable law (including any law concerning the collection, use and storage of Personal Data) and shall have all responsibility and liability for any use of the Service in violation of applicable law.
Intellectual Property
All right, title and interest in and to the Service and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with Oli Innovation or its licensors. Oli Innovation grants no rights in or to the Service except as expressly set forth herein. Oli Innovation does not request your feedback regarding the Service. Notwithstanding the foregoing, if you provide Oli Innovation with feedback regarding the Service, Oli Innovation shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and Service.
Representations and Warranties
You represent and warrant that you will use the Service only in accordance with applicable law. You represent and warrant that you have full authority to enter into these Terms, and that the receipt of the Service will not violate any other of their contractual or other obligations.
Payment; Payment Terms
In consideration for the use of the Service, Users shall make payments of amounts in accordance with the applicable payment terms as set forth on a separate quotation or price list provided by Oli Innovation, which may be available at an Internet location provided to you by Oli Innovation (a “Quotation”). You must make payment of such amounts according to the payment terms set forth in the Quotation. Payment of such amounts must be without deduction or withholding including in respect of taxes or other government charges If Users are required by law to make any deduction or withholding, Users shall make payment of such additional amounts as is necessary such that Oli Innovation shall receive the amounts due hereunder without any such deduction or withholding. If User does not make the payment or the credit card payment does not go through, Oli Innovation may immediately delete the User’s data and/or content.
Confidentiality
Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Service shall be deemed the Confidential Information of Oli Innovation. The User Data shall be deemed the Confidential Information of User. The non-disclosure provisions hereof do not apply to any information that (a) is generally known to the public, (b) is made available to the Receiving Party by a third party not subject to any confidentiality obligations to the Disclosing Party or (c) is required to be disclosed by law, regulation or rule provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such obligation and shall reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, as required to obtain confidential treatment for such information.
Disclaimer of Warranties
User’s use of the Service and/or any provided content is at User’s sole discretion and risk. The Service and/or content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. ALL CONTENT CREATED BY MEANS OF THE SERVICES IS BASED ON CONTENT AND/OR INFORMATION PROVIDED FROM THIRD PARTIES AND OLI INNOVATION EXPLICITLY DISCOUNTS ANY LIABILITLY THEREFOR. USE OF THE SERVICES AND/OR CONTENT ARE AT THE USER’S SOLE RISK AND RESPONSIBILITY. OTHER THEN AS SPECIFICALLY STATED HEREIN, OLI INNOVATION EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT. OLI INNOVATION DOES NOT MAKE ANY WARRANTY IN RESPECT OF ANY RESULTS TO BE OBTAINED AS A RESULT OF THE USE OF THE SERVICE. OLI INNOVATION DOES NOT GUARANTEE THE SERVICE WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICE, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, USER AGREES THAT USER IS SOLELY RESPONSIBLE FOR ENSURING THAT OLI INNOVATION HAS THE LAWFUL RIGHT TO USE PERSONAL DATA IN ACCORDANCE WITH THESE TERMS, AND OLI INNOVATION SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO USER’S FAILURE TO COMPLY WITH THIS OBLIGATION.
Indemnification
You shall defend, indemnify and hold harmless Oli Innovation (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Oli Innovation may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) any breach of your obligations, representations or warranties herein, or (b) any breach of third party privacy or data protection rights arising from or relating to your breach of obligations hereunder.
Limitation of Liability
IN NO EVENT SHALL OLI INNOVATION, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE OR ANY OTHER MATTERS CONTEMPLATED HEREIN OR (B) ANY AMOUNT EXCEEDING THE AGGREGATE PAYMENTS ACTUALLY RECEIVED FROM USER IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. YOU HAVE ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY THE USE OF THE SERVICE.
Term
The term of these Terms shall commence on the day you accept these Terms (or, if earlier, on the day that you first use the Service) and shall continue unless terminated by either party. Oli Innovation may immediately terminate these Terms and close your account if you have materially breached any provision of these Terms or if it has reason to believe you are making illegal use of the Service. Upon any termination or expiration of these Terms, Oli Innovation will cease providing you with access to the Service. In the event of any termination (a) Users will not be entitled to any refunds of any amounts payable hereunder, and (b) if applicable, any outstanding balance for amounts due through the date of termination will be immediately due and payable in full, all as set out in the applicable Payment Terms. Sections 3-12 of these Terms shall survive any expiration or termination thereof.
Miscellaneous
These Terms and the exhibits thereto represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Oli Innovation and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Oli Innovation. These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Oli Innovation may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights or obligations under these Terms other than due to change of control, merger, acquisition or sale of all or substantially all of your shares or assets; any attempted assignment other then as specifically stated above shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv/Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder.
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Last updated: March 6, 2023