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OLI TERMS OF SERVICE

Last Modified: 28 March 2026

Version: 1.1

Welcome to Oli Health. These Terms of Service ("Terms") constitute a binding legal agreement between Oli Health Inc. ("Oli Health," "we," "us") and the entity or individual subscribing to our Services ("Customer," "you," "Practitioner"). If you are accepting these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” and “Customer” refer to that entity.

By clicking "I Accept," registering for an account, or using our Services, you agree to be bound by these Terms, our Privacy Policy, and (if applicable) the Business Associate Agreement (BAA).

1. The Services

1.1 License. Subject to these Terms and payment of applicable fees, Oli Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use our practice management and electronic health records software (the "Services") for your internal health and wellness practice purposes.

1.2 Service Updates. We continuously improve our platform and AI capabilities. We may modify, update, or discontinue features of the Services at any time. For material changes that adversely affect core functionality, we will provide at least thirty (30) days' advance notice via email or in-app notification. Non-material updates, bug fixes, and improvements may be implemented without prior notice.

1.3 Beta Features. From time to time, we may offer features designated as beta, pilot, preview, or early access ("Beta Features"). Beta Features are provided "as is," may contain bugs or errors, and are not recommended for production use or critical workflows. We may modify or discontinue Beta Features at any time without notice. Beta Features are excluded from any service level commitments and warranties set forth in these Terms.

1.3.1 Confidentiality. Customer agrees that Beta Features and any associated documentation, correspondence, or feedback are the confidential information of Oli Health. Customer shall not disclose details of Beta Features to any third party without Oli Health's prior written consent.

1.4 Intellectual Property. Oli Health retains all right, title, and interest in and to the Services, including all software, AI models, machine learning algorithms, technology, user interfaces, documentation, know-how, and related intellectual property rights. Without limiting the foregoing, any improvements, enhancements, modifications, or derivative works to the Services — including those informed by, inspired by, or derived from Customer Feedback (as defined in Section 4.4), feature requests, support interactions, or usage patterns — are and shall remain the sole and exclusive property of Oli Health. These Terms grant you only the limited license described in Section 1.1 and do not transfer any ownership rights to you.

2. Critical Disclaimer: We Are Not Health and Wellness Providers

OLI HEALTH IS A TECHNOLOGY PLATFORM, NOT A HEALTH AND WELLNESS PROVIDER.

2.1 No Clinical or Wellness Advice. Our Services, including any AI-generated insights, clinical notes, charts, suggestions, or recommendations, are for informational and administrative support purposes only. They do not constitute medical advice, clinical judgment, health or wellness counseling, diagnosis, or treatment. AI-generated content should be treated as a draft requiring review and verification.

2.2 Practitioner Responsibility. You acknowledge and agree that you (or your authorized practitioners) are solely and exclusively responsible for:

  • All clinical decision-making, assessments, diagnoses, and treatment or wellness plans;
  • Reviewing, verifying, and editing any AI-generated content before incorporating it into client/patient records;
  • Ensuring all documentation meets applicable standards of care and professional requirements;
  • Compliance with all applicable laws, regulations, and professional standards governing your practice;
  • Maintaining appropriate professional liability insurance coverage.
  • Failure to review and verify AI-generated content before incorporation into patient records constitutes a material breach of these Terms. Oli Health shall have no liability whatsoever for any harm, injury, misdiagnosis, or adverse outcome arising from Customer's reliance on, or failure to verify, AI-generated content.

2.3 No Reliance. You agree not to rely solely on AI-generated outputs for any clinical decisions and to exercise independent professional judgment at all times.

2.4 Not a Medical Device. The Services, including all AI-powered features (collectively, "Oli AI"), are general-purpose software tools intended for administrative and informational support. Oli AI is not a medical device as defined under the U.S. Federal Food, Drug, and Cosmetic Act, FDA regulations (21 C.F.R.), the Canadian Medical Devices Regulations (SOR/98-282), or any analogous law or regulation. Oli AI has not been cleared, approved, or registered by the U.S. Food and Drug Administration (FDA), Health Canada, or any other regulatory body as a medical device, Software as a Medical Device (SaMD), or clinical decision support tool. Oli AI is not intended to diagnose, treat, cure, mitigate, or prevent any disease, condition, or health state, and must not be used as a substitute for professional clinical judgment. Any AI-generated outputs — including clinical note drafts, transcriptions, suggestions, summaries, and recommendations — are provided on an "AS-IS" and "AS-AVAILABLE" basis, without any warranty of accuracy, completeness, reliability, or suitability for any clinical or non-clinical purpose. AI outputs may contain errors, omissions, or hallucinations. You assume all risk associated with your use of, and reliance on, AI-generated content.

3. Accounts and Security

3.1 Account Authority. The person registering for an account ("Account Owner") represents and warrants that they have full legal authority to bind Customer to these Terms. The Account Owner is responsible for:

  • Maintaining an accurate list of authorized users;
  • Promptly adding or removing user access when personnel changes occur;
  • Ensuring all users comply with these Terms;
  • All activities that occur under the account.

3.2 Credentials and Security. You are responsible for:

  • Maintaining the confidentiality of all login credentials;
  • Implementing appropriate security measures within your organization;
  • Notifying us immediately at security@olihealth.ai of any suspected unauthorized access or security breach;
  • Any and all activities that occur under your account, whether authorized or unauthorized.

3.3 Acceptable Use. You agree not to:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or AI models underlying the Services;
  • Use the Services to store or transmit malicious code, viruses, spam, ransomware, or illegal content;
  • Resell, sub-license, rent, lease, or provide time sharing or service bureau use of the Services to third parties;
  • Use the Services in any manner that violates applicable laws, including HIPAA, state privacy laws, or healthcare regulations;
  • Attempt to gain unauthorized access to the Services, other users' accounts, or related systems or networks;
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Services;
  • Use the Services to develop, train, or improve a competing product or service;
  • Use automated means (bots, scrapers, crawlers) to access the Services except as explicitly permitted by us in writing;
  • Interfere with or disrupt the integrity or performance of the Services;
  • Access the Services for benchmarking or competitive analysis purposes;
  • Share your account credentials with unauthorized individuals or entities.
  • Using the Services to process data of individuals located outside the United States or Canada without Oli Health's prior written consent.
  • Use the Services to process personal data of individuals located in the European Economic Area, the United Kingdom, or Switzerland, or otherwise provide Oli Health with such personal data, unless Oli Health has agreed in writing (including by executing a data processing addendum) to support such use.

4. Your Data and Our Rights

4.1 Customer Data Ownership. You retain all ownership rights to the client/patient data, files, health information, and other content you upload, create, or store using the Services ("Customer Data"). As between you and Oli Health, you own your Customer Data.

4.2 License to Oli Health. You grant Oli Health a worldwide, non-exclusive, royalty-free license to access, use, host, copy, store, transmit, display, and process Customer Data solely as necessary to:

  • Provide, maintain, and support the Services;
  • Enforce these Terms;
  • Comply with applicable law, legal process, or governmental requests;
  • Protect the rights, property, or safety of Oli Health, our users, or the public.

This license terminates when you delete Customer Data from the Services or upon termination of your account, except for data we are required or permitted to retain as described in Section 7.3.

4.3 Data Usage & Improvements. You grant Oli Health a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up right to use Customer Data to create de-identified, aggregated, or anonymized data sets in accordance with applicable law, including HIPAA de-identification standards at 45 C.F.R. § 164.514(b). Oli Health retains all ownership and intellectual property rights to such de-identified data and may use it for any lawful business purpose, including but not limited to:

  • Maintaining, improving, and developing our Services and technologies;
  • Training and refining machine learning models and AI algorithms;
  • Creating benchmarks, analytics, and insights;
  • Research and development;
  • Marketing and promotional purposes (e.g., aggregated statistics);
  • Commercialization purposes in accordance with applicable law.

Once properly de-identified, such data is no longer considered Protected Health Information under HIPAA and is not subject to the restrictions in the Business Associate Agreement.

4.4 Feedback and Contributions. If you provide any suggestions, comments, ideas, enhancement requests, feature requests, recommendations, bug reports, error reports, or other feedback about the Services, whether submitted through the Services, support tickets, emails, surveys, forums, social media, or any other channel ("Feedback"), you acknowledge and agree that: (a) Oli Health shall own all right, title, and interest in and to such Feedback, including all intellectual property rights therein; (b) you hereby irrevocably assign to Oli Health all right, title, and interest in and to such Feedback, and to the extent any such assignment is not enforceable, you grant Oli Health a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, commercialize, and otherwise exploit such Feedback in any manner and for any purpose, without attribution, compensation, or obligation of any kind to you; (c) Oli Health has no obligation to review, consider, or implement any Feedback; (d) Feedback is not confidential, and Oli Health may freely use or disclose it regardless of any confidentiality designation; (e) you waive, and agree not to assert, any moral rights or equivalent rights you may have in any Feedback, to the fullest extent permitted by applicable law; and (f) nothing in this Section creates an obligation for Oli Health to compensate you for any Feedback, even if such Feedback is incorporated into the Services or results in product improvements, new features, or commercial gain.

4.5 Your Responsibilities. You represent and warrant that:

  • You have all necessary rights and consents to provide Customer Data to Oli Health;
  • Customer Data does not infringe any third party's intellectual property, privacy, or other rights;
  • Customer Data does not violate any applicable laws or regulations;
  • You have obtained all required client/patient consents and authorizations for the use of health information as contemplated by these Terms.

5. Fees and Payment

5.1 Fees. Your use of the Services may be subject to two types of fees:

5.1.1 Subscription Fees: Fixed recurring fees for access to the Oli Health platform plans (e.g., "Professional Plan," "Practice Plan"), billed in advance at the start of each billing cycle as specified on our Pricing Page or in your Order Form.

  • “Order Form” means an online order, checkout page, in-app purchase flow, or other ordering document or process (including any statement of work) that identifies the subscription plan, fees, and billing cadence for the Services.

5.1.2 Usage Fees (Pay-As-You-Go): Variable fees for usage-based features, including but not limited to telehealth minutes, AI-generated reports, advanced AI features, claim processing, SMS/text notifications, fax services, or other metered services. Usage Fees are calculated based on the rates specified on our Pricing Page or Order Form.

5.2 Billing and Payment Terms.

5.2.1 Authorization: You agree to maintain a valid payment method (credit card, debit card, or ACH bank account) on file with Oli Health. By providing your payment method, you authorize Oli Health to charge it for all Subscription Fees and Usage Fees incurred under your account. You are responsible for ensuring your payment information remains current and valid.

5.2.2 Timing of Charges:

  • Subscription Fees: Charged automatically in advance at the start of each monthly or annual billing cycle.
  • Usage Fees: Charged in arrears at the end of your billing cycle. However, Oli Health reserves the right to charge your payment method immediately if your accrued Usage Fees exceed a predetermined monetary threshold (e.g., $50.00) prior to the end of the billing cycle to prevent payment failures.

5.2.3 Mid-Cycle Changes (True-Up): If you add user licenses, upgrade your plan, or add paid features mid-cycle, we will charge you a prorated amount for the remainder of that billing cycle immediately upon the change. If you downgrade or remove users, the change will take effect at the start of your next billing cycle, and no credits or refunds will be provided for the current cycle.

5.3 Failed Payments. If a payment fails, we will attempt to charge your payment method up to three times over a ten-day period. If payment remains unsuccessful:

  • We may suspend or restrict access to your account;
  • You remain responsible for all unpaid amounts;
  • We may charge a failed payment fee of $25 or the maximum amount permitted by law, whichever is less;
  • We may refer unpaid amounts to a collection agency, and you will be responsible for all collection costs, including reasonable attorneys' fees.

5.4 Taxes. All fees are exclusive of federal, state, provincial, local, or foreign taxes, duties, or similar assessments ("Taxes"). You are responsible for paying all applicable Taxes associated with your use of the Services, excluding taxes based on Oli Health's net income. If we are required to collect or pay Taxes (including but not limited to GST, HST, PST, QST, sales tax, or VAT), such amounts will be billed to you in addition to the fees.

5.5 Price Changes. Oli Health reserves the right to adjust Subscription Fees or Usage Fees at any time. We will provide you with at least thirty (30) days' advance notice via email or in-app notification before any price increase takes effect. Your continued use of the Services after the effective date of the price change constitutes your acceptance of the new rates. If you do not agree to the price increase, you may cancel your subscription as described in Section 7.2.

5.6 No Refunds. Except as expressly stated in these Terms or as required by applicable law, all payment obligations are non-cancelable and all fees paid are non-refundable. There are no refunds, credits, or prorations for:

  • Partially used billing periods;
  • Unused user licenses;
  • Downgraded subscriptions;
  • Accounts terminated for your breach of these Terms.

If we terminate your account for reasons other than your breach of these Terms, we will provide a pro-rated refund of prepaid Subscription Fees for the unused portion of your billing cycle.

5.7 Disputes; Chargebacks. Customer must notify Oli Health in writing of any good-faith dispute of an invoice or charge within thirty (30) days of the date of the invoice or charge, and must cooperate reasonably to resolve the dispute. Customer will not initiate a chargeback, ACH reversal, or similar payment dispute for any undisputed amounts. If Customer initiates a chargeback, ACH reversal, or similar payment dispute in breach of this Section, Oli Health may suspend access to the Services pending resolution and may recover its reasonable costs and fees incurred in responding to the dispute (including payment processor fees), to the extent permitted by law.

6. HIPAA and Privacy

6.1 Business Associate Agreement. If you are a "Covered Entity" or "Business Associate" as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Business Associate Agreement (BAA) is automatically incorporated into and made part of these Terms. By accepting these Terms, you also agree to be bound by the BAA.

6.2 Conflict with BAA. In the event of any conflict between these Terms and the BAA regarding the use, disclosure, or protection of Protected Health Information (PHI), the terms of the BAA shall control.

6.3 Privacy Policy. Our collection, use, and disclosure of your personal information and Customer Data is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at Privacy Policy, as updated from time to time in accordance with its terms.

6.4 Security Measures. Oli Health implements and maintains administrative, physical, and technical safeguards designed to protect Customer Data in accordance with industry standards and applicable legal requirements, including HIPAA (for U.S. customers) and applicable Canadian federal and provincial privacy laws. Details of our security practices are available in our Security Documentation, which may be provided upon request and may be subject to a confidentiality agreement.

6.5 Data Location. Customer Data is stored in secure data centers maintained by Oli Health or its service providers. Oli Health implements appropriate safeguards for any cross-border data transfers in accordance with applicable law.

6.6 Your Privacy Obligations. You are solely responsible for: providing required privacy notices to your clients/patients in accordance with applicable law; obtaining necessary consents and authorizations; responding to requests regarding health information; and ensuring your use of the Services complies with all applicable privacy laws, including HIPAA (for U.S. customers), PIPEDA, and applicable provincial health information protection legislation (for Canadian customers). Additional details are set forth in our Privacy Policy.

6A. Communications

6A.1 Transactional and Administrative Communications. By creating an account or using the Services, you consent to receive transactional and administrative communications from Oli Health related to your account and use of the Services, including but not limited to:

  • System updates, maintenance notices, and security alerts;
  • Billing notices, payment confirmations, and invoice reminders;
  • Account-related notifications (e.g., password resets, credential changes);
  • Service change notifications as described in Section 1.2.

These communications are essential to the operation of the Services and cannot be opted out of while your account is active.

6A.2 Consent to Marketing and Promotional Communications. By accepting these Terms, creating an account, or using the Services, you expressly consent to receive marketing and promotional communications from Oli Health, including but not limited to:

  • New features, product updates, tips, and best practices;
  • Special offers, discounts, and promotions;
  • Partner offers and referral programs;
  • Industry news, events, and webinars;
  • Educational content and resources;
  • Surveys and feedback requests.

You may opt out of marketing and promotional communications at any time as described in Section 6A.5. Opting out will not affect your receipt of transactional and administrative communications described in Section 6A.1.

6A.3 CASL Compliance (Canadian Customers). For customers located in Canada, Oli Health complies with Canada's Anti-Spam Legislation (CASL). We will:

  • Obtain your express consent before sending commercial electronic messages (CEMs), unless implied consent applies under CASL (e.g., existing business relationship within the prescribed period);
  • Clearly identify Oli Health as the sender in every CEM;
  • Include our contact information and a functioning unsubscribe mechanism in every CEM;
  • Process unsubscribe requests within ten (10) business days.

6A.4 CAN-SPAM Compliance (U.S. Customers). For customers located in the United States, Oli Health complies with the CAN-SPAM Act (15 U.S. § 7701 et seq.). All commercial emails will:

  • Clearly identify the message as an advertisement where applicable;
  • Include Oli Health's valid physical postal address;
  • Include a clear and conspicuous opt-out mechanism;
  • Honor opt-out requests within ten (10) business days.

6A.5 Opt-Out Rights. You may opt out of non-essential communications (product, feature, marketing, and promotional) at any time by:

  • Clicking the "unsubscribe" link in any such email;
  • Updating your communication preferences in your account settings;
  • Contacting us at support@olihealth.ai.

Opting out of marketing or promotional communications will not affect your receipt of transactional and administrative communications described in Section 6A.1.

6A.6 SMS and Push Notifications. If we offer SMS text messages or push notifications, we will obtain your prior express consent before sending such communications (other than transactional messages directly related to your use of the Services where permitted by law). Standard messaging and data rates may apply. You may opt out of SMS communications by updating your account settings.

6A.7 Communication Records. Oli Health may retain records of communications sent to you for compliance, audit, and dispute resolution purposes, in accordance with our Privacy Policy and applicable law.

7. Term and Termination

7.1 Term. These Terms commence on the date you first accept them and continue for as long as you maintain an active account or subscription with Oli Health.

7.2 Termination by Customer. You may cancel your subscription at any time by providing notice through your account settings or by contacting us at support@olihealth.ai. Cancellation must be received at least thirty (30) days before your next renewal date to avoid being charged for the subsequent billing period. Upon cancellation:

  • Your subscription will remain active until the end of your current billing cycle;
  • You will not be charged for subsequent billing periods;
  • No refunds will be provided for the current billing period (except as required by law).

7.3 Termination by Oli Health. We may suspend or terminate your account immediately upon notice if:

  • You breach any material provision of these Terms and fail to cure such breach within thirty (30) days of receiving written notice;
  • You fail to pay undisputed fees when due and such failure continues for ten (10) days after notice;
  • Your use of the Services poses a security risk, violates applicable law, or could subject us to liability;
  • We are required to do so by law or court order.

7.3.1 Termination for Convenience. Oli Health may terminate these Terms and your account for any reason or no reason by providing at least thirty (30) days' written notice to you. In such event, Oli Health will refund any prepaid Subscription Fees for the remainder of the billing cycle.

We may also discontinue the Services entirely upon sixty (60) days' notice, in which case we will provide a pro-rated refund for any prepaid Subscription Fees.

7.4 Effect of Termination.

7.4.1 Immediate Effects: Upon termination or expiration of these Terms:

  • Your right to access and use the Services immediately ceases;
  • All outstanding fees become immediately due and payable;
  • We may immediately suspend or terminate your access to the Services.

7.4.2 Data Export Period: You will have thirty (30) days from the date of termination to export and download your Customer Data using our standard export tools. We will make commercially reasonable efforts to provide you with access solely for data export purposes during this period. Notwithstanding the foregoing, if Customer's account is terminated for breach of these Terms, the export period shall be reduced to fourteen (14) days.

7.4.3 Data Deletion: After the thirty-day export period, we will delete your Customer Data from our production systems within sixty (60) days, except for:

  • Data we are required to retain by law (e.g., audit logs, transaction records);
  • Data we are permitted to retain for legitimate business purposes (e.g., billing records, support tickets, usage analytics, audit logs);
  • De-identified or aggregated data as described in Section 4.3;
  • Backup copies, which may be retained for an additional thirty (30) days in our disaster recovery systems before being permanently deleted.

7.4.4 No Liability: Oli Health shall have no liability for any Customer Data that is deleted in accordance with this Section 7.4, and you waive any claims arising from such deletion.

7.5 Survival. The following sections will survive termination or expiration of these Terms: Sections 2 (Critical Disclaimer), 4.3 (Data Usage & Improvements), 4.4 (Feedback), 5.6 (No Refunds), 7.4 (Effect of Termination), 8 (Warranties and Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11 (Dispute Resolution), and 12 (General Provisions).

8. Warranties and Disclaimers

8.1 Limited Service Warranty. Oli Health warrants that:

  • We have the legal right to provide the Services to you;
  • The Services will perform materially in accordance with our user documentation available at Support Center;
  • We will not materially decrease the overall functionality of the Services during your paid subscription term.

8.2 Service Availability. Oli Health will use commercially reasonable efforts to make the Services available with an uptime of 99.5% per calendar month, excluding:

  • Scheduled maintenance (which we will attempt to perform during off-peak hours);
  • Downtime caused by circumstances beyond our reasonable control, including force majeure events, internet service provider failures, or denial of service attacks;
  • Downtime caused by your actions or failure to follow our documentation.

If we fail to meet this uptime commitment in any calendar month, your exclusive remedy is to contact us at support@olihealth.ai to receive a service credit equal to 5% of your monthly Subscription Fee for that month, provided you report the downtime within ten (10) business days.

8.3 Your Exclusive Remedy. If we breach the warranties in Section 8.1, and you notify us within thirty (30) days of discovering the breach, we will use commercially reasonable efforts to correct the deficiency. If we are unable to do so within thirty (30) days, you may terminate these Terms and receive a pro-rated refund of prepaid Subscription Fees for the period during which the Services did not conform to the warranty. This is your sole and exclusive remedy for breach of warranty.

8.4 DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLI HEALTH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

OLI HEALTH DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
  • THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS;
  • ANY ERRORS OR DEFECTS WILL BE CORRECTED;
  • THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
  • AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

9. Indemnification

9.1 Your Indemnification Obligations. You agree to indemnify, defend (at Oli Health's option), and hold harmless Oli Health, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  • Your use or misuse of the Services;
  • Your breach of these Terms or violation of applicable law;
  • Your Customer Data, including any claim that it infringes or misappropriates third-party intellectual property rights or violates third-party privacy rights;
  • Your negligence, willful misconduct, or fraud;
  • Any claim by your clients, patients, employees, or other third parties arising from your provision of health and wellness services;
  • Your violation of HIPAA, PIPEDA, provincial health information legislation, or other applicable regulations;
  • Any claim that your use of AI-generated content resulted in client/patient harm or substandard care.

9.2 Indemnification Process. Oli Health will:

  • Promptly notify you in writing of any claim subject to indemnification;
  • Give you sole control of the defense and settlement (provided you may not settle any claim that admits liability on behalf of Oli Health or imposes obligations on Oli Health without our prior written consent);
  • Provide reasonable cooperation in the defense at your expense.

Your indemnification obligations will not apply to the extent a claim arises solely from Oli Health's gross negligence or willful misconduct.

10. Limitation of Liability

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OLI HEALTH, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • LOST PROFITS OR REVENUE;
  • LOSS OF DATA OR INFORMATION;
  • LOSS OF BUSINESS OPPORTUNITY;
  • LOSS OF GOODWILL OR REPUTATION;
  • COST OF REPLACEMENT SERVICES;
  • CLAIMS BY THIRD PARTIES;

EVEN IF OLI HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.

10.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLI HEALTH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO OLI HEALTH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 APPLICATION OF LIMITATIONS. THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 APPLY:

  • TO ALL CAUSES OF ACTION IN THE AGGREGATE, NOT PER CLAIM OR INCIDENT;
  • REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE;
  • EVEN IF OLI HEALTH'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE;
  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10.4 Exceptions. The limitations in this Section 10 do not apply to:

  • Your indemnification obligations in Section 9;
  • Your breach of Section 3.3 (Acceptable Use) or unauthorized use of our intellectual property;
  • Liability that cannot be limited under applicable law (such as fraud or willful misconduct).

10.5 Basis of the Bargain. You acknowledge that the fees charged by Oli Health reflect the allocation of risk set forth in these Terms and that Oli Health would not enter into these Terms without these limitations on liability.

11. Dispute Resolution

11.1 Governing Law.

  • For Canadian Customers: These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
  • For U.S. Customers: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles, except to the extent preempted by federal law (including HIPAA). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Informal Resolution. Before filing any formal legal action, you agree to first contact us at legal@olihealth.ai and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within sixty (60) days of submission, you or Oli Health may initiate formal proceedings.

11.3 Binding Arbitration.

11.3.1 For Canadian Customers: Except as provided in Section 11.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules then in effect.

The arbitration shall be conducted as follows:

  • Location: The arbitration shall take place in Calgary, Alberta, Canada, or remotely via videoconference by mutual agreement of the parties.
  • Arbitrator: The dispute shall be decided by a single arbitrator selected in accordance with ADRIC rules. The arbitrator must have at least ten years of experience in commercial disputes.
  • Language: The arbitration shall be conducted in English.
  • Costs: Each party shall bear its own attorneys' fees and costs unless the arbitrator determines otherwise based on applicable law. The parties shall split the arbitrator's fees and ADRIC administrative fees equally unless the arbitrator determines otherwise.
  • Discovery: Discovery shall be limited to what is reasonable and proportionate under the circumstances.
  • Award: The arbitrator may award any relief that a court could award, including attorneys' fees if authorized by law. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction in Canada. The proceedings and award shall remain confidential except as necessary to enforce the award or as required by law.

11.3.2 For U.S. Customers: Except as provided in Section 11.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted as follows:

  • Location: The arbitration shall take place in a location mutually agreeable to both parties within the United States, or remotely via videoconference by mutual agreement of the parties.
  • Arbitrator: The dispute shall be decided by a single arbitrator selected in accordance with AAA rules. The arbitrator must be an attorney with at least ten years of experience in commercial disputes.
  • Costs: Each party shall bear its own attorneys' fees and costs unless the arbitrator determines otherwise based on applicable law. The parties shall split the arbitrator's fees and AAA administrative fees equally unless the arbitrator determines otherwise.
  • Discovery: Discovery shall be limited to what is reasonable and proportionate under the circumstances.
  • Award: The arbitrator may award any relief that a court could award, including attorneys' fees if authorized by law. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Exceptions to Arbitration. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to:

  • Protect its intellectual property rights (patents, copyrights, trademarks, trade secrets);
  • Enforce confidentiality obligations;
  • Prevent imminent harm that cannot be adequately remedied by monetary damages.

Such court actions may be pursued without first engaging in the informal resolution process or arbitration.

11.5 CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND OLI HEALTH AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST OLI HEALTH.

If any court or arbitrator determines that the class action waiver in this Section 11.5 is void or unenforceable for any reason, or that an arbitration may proceed on a class basis, then the arbitration provisions in Section 11.3 shall be deemed null and void, and the parties shall proceed in court under Section 11.6.

11.6 Judicial Forum. If the arbitration provisions are deemed unenforceable or do not apply to a particular dispute:

  • For Canadian Customers: The parties consent to the exclusive jurisdiction and venue of the courts located in Calgary, Alberta, Canada, for resolution of any disputes. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.
  • For U.S. Customers: The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for resolution of any disputes. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.

11.7 Opt-Out of Arbitration (U.S. Customers Only). If you are a U.S. Customer, you have the right to opt out of the arbitration provisions in this Section 11. To opt out, you must send a written notice signed by you (or, if you are accepting on behalf of an entity, by an authorized representative) within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of the arbitration agreement, and must be sent to (i) legal@olihealth.ai and (ii) Oli Health Inc., Attention: Legal Department, 16-1375 Southdown Rd, #229, Mississauga, Ontario, L5J 2Z1, Canada.

12. General Provisions

12.1 Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Oli Health's prior written consent, and any attempted assignment without such consent shall be null and void. Oli Health may assign these Terms without your consent to:

  • An affiliate or subsidiary;
  • A successor entity in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

12.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while reflecting the parties' original intent, or if such reformation is not possible, shall be severed from these Terms.

12.3 Entire Agreement. These Terms, together with the BAA and Privacy Policy, constitute the entire agreement between you and Oli Health regarding the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, regarding such subject matter. No terms or conditions stated in any purchase order, vendor portal, or other business form shall apply or be deemed to amend these Terms unless expressly agreed to in writing by an authorized representative of Oli Health.

12.4 Waiver. No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party granting the waiver.

12.5 Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, civil unrest, terrorism, fires, floods, earthquakes, pandemics, epidemics, government actions or regulations, strikes, labor disputes, internet or telecommunications failures, power outages, or cyber attacks not caused by the non-performing party ("Force Majeure Event"). The affected party shall:

  • Promptly notify the other party of the Force Majeure Event;
  • Use commercially reasonable efforts to mitigate the effects and resume performance;
  • Resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice without liability, except for obligations accrued prior to termination.

12.6 Export and Cross-Border Compliance.

  • You represent and warrant that you are not located in a country subject to a U.S. or Canadian Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. or Canadian Government list of prohibited or restricted parties.
  • You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations, the Canadian Export and Import Permits Act, and sanctions programs administered by the Office of Foreign Assets Control (OFAC) and Global Affairs Canada.
  • If you are located in Canada, you acknowledge that certain features of the Services may incorporate U.S.-origin technology subject to U.S. export controls.

12.7 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other party's prior written consent.

12.8 Third-Party Beneficiaries. These Terms are solely for the benefit of the parties hereto and are not intended to confer third-party beneficiary rights upon any other person or entity, except as expressly stated herein.

12.9 Notices. All notices, requests, consents, and other communications under these Terms must be in writing and shall be deemed given:

  • When delivered personally or by overnight courier service;
  • When sent by confirmed email transmission;
  • Three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid.

Notices to Oli Health shall be sent to:

Oli Health Inc.

Attention: Legal Department

Email: legal@olihealth.ai

Address: 16-1375 Southdown Rd, #229, Mississauga, Ontario, L5J 2Z1, Canada

Notices to Customer shall be sent to the email address associated with your account or as otherwise provided in writing to Oli Health. You are responsible for keeping your contact information current.

12.10 Language. These Terms are drafted in English. If these Terms are translated into any other language, the English version shall control in the event of any inconsistency or ambiguity.

12.11 Amendments. Oli Health reserves the right to modify these Terms at any time. We will provide notice of material changes by:

  • Posting a revised version on our website with an updated "Last Modified" date;
  • Sending an email notification to the address associated with your account;
  • Displaying an in-app notification when you next log in.

Material changes will take effect thirty (30) days after notice is provided, except for changes required by law, which may take effect immediately. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to terminate your account as described in Section 7.2.

12.12 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

12.13 Counterparts and Electronic Signatures. These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including click-through acceptance) shall have the same force and effect as handwritten signatures.

13. Contact Information

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

Oli Health Inc.

Email: legal@olihealth.ai

Support: support@olihealth.ai

Website: www.olihealth.ai

Address: 16-1375 Southdown Rd, #229, Mississauga, Ontario, L5J 2Z1, Canada

ACCEPTANCE

By clicking "I Accept," creating an account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Thank you for choosing Oli Health!