Terms of Service

By selecting "I Accept", accessing, or using the Service, the customer identified during registration (Customer) agrees to be bound by these Terms with Olive Consulting L.L.C-FZ (Supplier).

1. The Service

1.1Supplier provides a software-as-a-service platform that generates, compiles and delivers curated information, insights, recommendations and related outputs intended to assist Customer in developing marketing approaches and sales strategies for identified prospective or existing customers (Output). Further details of the Service and associated Outputs can be found at https://runolive.ai

1.2The Service is provided on a pay-as-you-go basis and may be accessed through Supplier's website, application programming interfaces (APIs) or other interfaces made available by Supplier.

1.3Supplier may modify, enhance or update the Service from time to time. Customer shall accept and utilize the Service based upon the version which is made available at the point of access.

1.4Customer commits that it will use all Outputs for lawful purposes and in particular not in such a way as to harass or deceive any third parties. Customer shall remain responsible for compliance with all laws and regulations associated with its use of the Outputs.

2. Fees and Payment

2.1The Service is provided on a credit consumption basis, and in accordance with the details set out on Supplier's website, accessible at https://runolive.ai/pricing. Credits must be acquired and paid for before any of the Services are commissioned.

2.2There is no minimum commitment in relation to the Services. Credits are consumed upon each action being initiated as follows:

• Account intel (research and brief) – two credits
• Account brief refresh – one credit
• Contact creation and enrichment - one credit
• Contact re-enrichment - one credit
• Outbound pack (per contact) – two credits
• Inbound pack (per contact) – two credits
• Discovery pack (per contact) - two credits

2.3Fees are non-refundable except where required by law.

2.4In the event that any aspect of the Services is disrupted such that the anticipated Output is not then provided materially in accordance with these Terms, Customer may contact Supplier so as to arrange for a re-crediting of the associated Credits for re-use.

3. Licence

3.1Subject to these Terms and payment of the applicable fees, Supplier grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service for its internal business purposes.

3.2Customer may use the Output solely for:

1. internal business analysis;
2. identifying prospective business opportunities; and
3. creating and implementing marketing, sales and customer engagement strategies.

3.3Customer shall not:

1. resell, redistribute or commercially exploit the Service;
2. provide the Service to third parties as a service bureau;
3. reverse engineer or attempt to extract source code;
4. use the Service in violation of applicable law; or
5. use automated means to access the Service except as expressly permitted by Supplier.

4. Output and Disclaimer

4.1The Output is generated using Supplier's methodologies, data sources and technologies, including automated processing and artificial intelligence tools.

4.2The Output is provided for informational and business planning purposes only.

4.3Supplier does not warrant that:

1. the Services will be available at any particular point in time;
2. the Output is entirely complete, accurate or current;
3. any prospective customer will respond to a marketing approach;
4. any marketing campaign or sales activity will achieve a particular outcome; or
5. the Output is entirely free from errors or omissions.

4.4Customer remains solely responsible for:

1. all marketing decisions;
2. compliance with applicable marketing, advertising and privacy laws;
3. verifying information before acting upon it; and
4. determining whether and how to contact any individual or organisation.

5. Customer Data

5.1Customer retains ownership of all data supplied by or on behalf of Customer to the Service (Customer Data).

5.2Customer grants Supplier a non-exclusive licence to use Customer Data solely to provide, secure and improve the Service.

5.3Customer warrants that it has all necessary rights and permissions required for Supplier to process Customer Data.

6. Data Protection

6.1Each party shall comply with applicable data protection and privacy laws.

6.2Where Supplier processes personal data on behalf of Customer as a processor, the parties shall be bound by Supplier's standard data processing addendum available at https://runolive.ai/dpa. Customer shall use any personal data contained in the Output only in accordance with applicable law, including applicable direct marketing and privacy requirements.

7. Intellectual Property

7.1Supplier and its licensors retain ownership of all intellectual property rights in the Service and all materials and software used to provide it.

7.2Subject to payment of applicable fees, Customer may use, reproduce and internally distribute Output generated through its lawful use of the Service and its internal business purposes. Customer may not however onward distribute, re-sell, licence or otherwise commercially exploit the Output.

7.3Supplier may use aggregated and anonymised usage data for service improvement, analytics and benchmarking purposes.

8. Confidentiality

8.1Each party shall keep confidential all non-public business, technical and commercial information disclosed by the other party and shall use such information only for purposes connected with these Terms.

9. Warranties

9.1Supplier warrants that it will provide the Service using reasonable skill and care.

9.2Except as expressly stated in these Terms, the Service is provided "as is" and all other warranties, conditions and representations are excluded to the fullest extent permitted by law.

10. Limitation of Liability

10.1Neither party excludes or limits liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any liability that cannot legally be limited or excluded.

10.2Supplier shall not be liable for:

1. loss of profits;
2. loss of revenue;
3. loss of business opportunity;
4. loss of goodwill;
5. indirect or consequential losses; or
6. decisions made by Customer based on the Output.

10.3Other than as specified above, Supplier's total aggregate liability arising out of or in connection with these Terms and the provisions of the Services and/or the Output shall not exceed the greater of: (a) [amount to be confirmed]; or (b) the average annual amount of the fees paid by Customer to the Supplier in respect of the Services.

11. Suspension and Termination

11.1Supplier may suspend or terminate access immediately where Customer:

1. materially breaches these Terms;
2. fails to pay undisputed fees when due; or
3. uses the Service unlawfully.

11.2Supplier may also suspend or terminate access in circumstances where it reasonably deems it necessary to do so in order to:

1. remain in compliance with applicable law
2. respond to an emergency situation
3. avoid detrimental impacts upon other end customers

11.3Customer may cease using the Service at any time. Should any Customer account remain inactive with a zero or negligible credit balance for six months or more, Supplier reserves the right to restrict access to the Services thereafter, pending a further purchase of ten or more credits.

12. General

12.1These Terms constitute the entire agreement between the parties relating to the Service.

12.2Neither party may assign these Terms without the other party's consent, except to a group company or in connection with a merger, acquisition or sale of substantially all assets.

12.3These Terms are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute arising in connection with the Services.