Ask-Olivia Click-Wrap Terms Summary

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Welcome!

Before using Ask-Olivia, please read and accept the following terms. By accessing or using Ask-Olivia, you agree to these terms.

1. What Ask-Olivia Does  

Ask-Olivia is an AI coach that givespersonalized, real-time suggestions to help you better understand and work withothers. Ask-Olivia is an AI-powered coaching interface available viawww.ask-olivia.com (or other domains) or app, which provides real-time,personalized workplace guidance to users. Advice is based on your responses toearlier questions and on how your personality relates to others and vice versa.

2. What Ask-Olivia Is Not  

Ask-Olivia is not a therapist, lawyer, or humanadvisor. The information she provides is not professional, medical, or legaladvice. Always use your own judgment.

3. Your Use  

You agree to use Ask-Olivia respectfully and legally. Don’t misuse, copy, or tamper with the service. Don’t share inappropriate content or try to hack, trick, or overload the system..

4. Privacy  

Your input is used to improve your experienceand help Olivia provide better answers. Your data is kept private and handledsecurely. You can read our full privacy notice at ask-olivia.com/privacy.  Your content issecurely encrypted in transit and at rest. We do not use your data to trainpublic AI models, and our AI providers process prompts only to generateresponses for you.

5. Ownership  

All software, content, and AI logic behindAsk-Olivia is owned by PersonalityWise Ltd.

6. Changes  

We may update these terms from time to time.Continued use means you accept any changes.

7. Contact  

If you have questions, email:legal@ask-olivia.com.

By registering, you agree to these terms and confirm you are authorized to usethis service. The following pages contain the full set of terms and conditions:

Ask-Olivia / PersonalityWise Terms & Conditions

These Terms & Conditions ("Agreement") govern the use of the Ask-OliviaAI coaching service ("Ask-Olivia"), a software-as-a-service (SaaS)product provided by PersonalityWise Ltd., a company incorporated under the lawsof England and Wales ("Provider", “PersonalityWise” or “Ask-Olivia”).By accepting this Agreement (e.g., by registering, clicking to accept, oraccessing the Service, whatever occurs first), the entity or individual("Customer" or "User") agrees to be bound by its terms.

THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF ITSELF OR  A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER”OR “YOU”), REPRESENTS AND WARRANTS THAT HE OR SHE HAS FULL AUTHORITY TO BINDTHE CUSTOMER TO THIS AGREEMENT. UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENTFOR THE PURCHASE AND USE OF PERSONALITYWISE PRODUCTS AND SERVICES, THESE TERMSAND CONDITIONS GOVERN YOUR RIGHTS TO USE THE PERSONALITYWISE PRODUCTS ANDSERVICES, INCLUDING BUT NOT LIMITED TO ASK-OLIVIA. BY ASSENTING TO THESE TERMS(EITHER BY CLICKING, CHECKING A BOX OR PLACING AN ORDER) CUSTOMER ACCEPTS THESETERMS AND CONDITIONS, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMERAND PERSONALITYWISE LTD., ( “PERSONALITYWISE”). IF CUSTOMER DOES NOT AGREE TOOR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OR IF THE INDIVIDUAL DOESNOT HAVE AUTHORITY TO BIND THE CUSTOMER, THEN DO NOT ASSENT AND CUSTOMER WILLNOT BE AUTHORIZED TO ACCESS OR USE THE PRODUCTS OR SERVICES. THESE TERMS ANDCONDITIONS ARE BINDING AS OF THE EARLIEST OF THE DATE THAT CUSTOMER ACCEPTS THETERMS AND CONDITIONS HEREIN, THE DATE SET FORTH ON AN ORDER OR THE DATE ONWHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES OR USES THE PRODUCT OR SERVICE.

These PersonalityWise Terms and Conditions are a master agreement that cover allPersonalityWise products and services but provisions regarding specificproducts or services apply only to the extent you have purchased, accessed orused such products or services.

1. DEFINITIONS

1.1 “Confidential Information” means:(a)PersonalityWise Core Technology (which is Confidential Information ofPersonalityWise); (b) Customer Data and Customer Technology (which areConfidential Information of Customer); (c) any other information of a partythat is disclosed in writing or orally and is designated as Confidential or Proprietary at the time of disclosure (and, in the case of oraldisclosures, summarized in writing within thirty (30) days of the initialdisclosure and delivered to the receiving party), or that due to the nature ofthe information the receiving party would clearly understand it to beconfidential information of the disclosing party; and (d)the specificterms and conditions of this Agreement, any Order Form, and any amendment andattachment thereof, between the parties. Confidential Information shall notinclude any information that: (i)is or becomes generally known to thepublic through no fault or breach of this Agreement by the receiving party;(ii)was rightfully in the receiving party’s possession at the time ofdisclosure without restriction on use or disclosure; (iii) is independentlydeveloped by the receiving party without use of the disclosing party'sConfidential Information; or (iv) was or is rightfully obtained by thereceiving party from a third party not under a duty of confidentiality andwithout restriction on use or disclosure.

1.2 "Customer Data” means electronic data uploaded by or forCustomer and Customer’s employees, and processed in the Subscription Service,including Individual Content and Individual Profiles, but excluding thePersonalityWise Core Technology and the PersonalityWise Content.

1.3 “Documentation” means thePersonalityWise product documentation relating to the operation and use of theSubscription Service, including technical program or interface documentation,user manuals, operating instructions and release notes, as updated from time totime by PersonalityWise.

1.4 “Order Form” means a written ordering documentsigned or accepted by Customer and PersonalityWise.

1.5 "Individual Content” means information submitted or provided by anindividual employee of Customer through the Subscription Service, including butnot limited to their profile and assessment data based on their answers,preferences or positions submitted in response to the questions and assessmentson the Platform.

1.6 “Individual Profiles” means the personal assessments or personalprofiles of Customer employees as a result of using the Platform that will beprovided with an identification of their work personality and preferences. ThePlatform enables comparisons between Individual Profiles, generatingIntersights to determine the work compatibility between two or more users/employees.For the avoidance ofdoubt, the HR or People Team User, Admin or Manager Role) may see allintersights of individual employees and internally use the resultsaccordingly..  

1.7 “Product Overview” means the description of the ordered products and their functionalities attached to an Order Form or referenced therein.

1.8 “PersonalityWise Core Technology” means: (a)the  SubscriptionService and PersonalityWise technology and methodologies (including, withoutlimitation, products, the ask-olivia AI (workplace) communication coach,software tools, hardware designs, algorithms, templates, software (in sourceand object forms), architecture, class libraries, objects and documentation)existing as of the Effective Date or otherwise; (b) updates, upgrades,improvements, configurations, extensions, and derivative works of the foregoingand related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.

1.9 “Subscription Service” or“Platform” or “Ask-Olivia”, or “Olivia” means the PersonalityWise software as aservice (SaaS) offering, including but not limited to the related AI (workplace) communication coachcurrently know as “Olivia” and provided through and available at www.ask-olivia.com (or possibly also through .ai and .ioextensions) or an app ordered by Customer under an Order Form.  

1.10 “Subscription Term” means the term ofauthorized use of the Subscription Service as set forth in the Order Form.

2. GRANT OF USE RIGHTS

2.1 VERSIONS

FREEMIUM VERSION

Limited Freemium Use

User may be granted free access to a limitedversion of Ask-Olivia (“Freemium Version”). This Freemium Version offers accessto the same core Platform as paying users, but with restricted features, usagerights, functionality, or duration of use. Freemium access is provided solelyat our discretion and features, functionality, usage right or duration may bechanged, limited or revoked or cancelled at any time.

No Guarantees or Commitments

Freemium access is provided “as-is” and without anywarranties of any kind, service levels, guarantees, or continued availability.We make no commitment regarding the quality, performance, or uptime of theFreemium Version.

Right to Modify or Discontinue

We reserve the right to modify, suspend, limit, ordiscontinue the Freemium Version at any time, for any reason, and without priornotice. This includes changes to its features, scope, access terms, oravailability.

No Compensation or Liability

User acknowledges and agrees that there is noentitlement to any compensation, refund, or damages of any kind in connectionwith the use, modification, or discontinuation of the Freemium Version..

Conversion to Paid Version

Continued access to additional functionality,extended usage rights, or long-term availability may require a paidsubscription. We will inform you separately of any applicable fees, terms, orupgrade opportunities.

“STANDARD’ VERSION / SUBSCRIPTION SERVICE. Subject to the terms of this Agreement,PersonalityWise authorizes Customer to access and use the Subscription Serviceduring the agreed trial period, if any.Following expiration of the trial period, Customer may continue to use theSubscription Service either:

1.       By (online) selecting and confirming the chosen subscription model (type ofsubscription, number of users, and applicable fees), in which case such onlineselection shall be sufficient evidence of Customer’s binding Subscription ServicesAgreement; or

2.       By executing an Order Formidentifying the type of subscription, number of users and fees to be paid and SubscriptionService being purchased.

Where both options are available,the applicable subscription terms shall be determined by whichever method isused. If no Order Form is executed, the online-selected subscription modelshall apply. If an Order Form is executed, the terms of the Order Form shallgovern.

Either way, the terms and conditions of thisAgreement will continue to be applicable to those purchased SubscriptionService during the Subscription Term for Customer’s internal business purposesin accordance with the Documentation. Customer shall not use or otherwiseaccess the Subscription Service in a manner that exceeds Customer’s authorizeduse as set forth in this Agreement and the applicable Order Form or onlineselected subscription model. In order for Customer employees to use thePlatform, fill in assessments, and be provided with their Individual Profileand access to Olivia, individual usernames will be provided, subject to apassword and individual terms of use upon access.

Subscription Term and Renewal‍

Each paid subscription isvalid for an initial term of one (1) year (unless otherwise stated in theonline selection or Order Form). Subscriptions will automatically renew forsuccessive one (1) year terms at the then-current subscription rates, unless Customerprovides written notice of non-renewal at least thirty (30) days prior to therenewal date.

2.2 RESTRICTIONS. . Customer shall not (and shall not permit others to) do the followingwith respect to the PersonalityWise Core Technology: (i) use the SubscriptionService with external programs in a manner that intentionally circumventscontractual usage restrictions; (ii)license, sub-license, sell, re-sell,rent, lease, transfer, distribute or time share or otherwise make any of itavailable for access by third parties except as otherwise expressly provided inan Order Form; (iii) access it for the purpose of developing or operatingproducts or services intended to be offered to third parties in competitionwith the Subscription Service; (iv) disassemble, reverse engineer or decompileit; (v) copy, create derivative works based on or otherwise modify it except aspermitted in this Agreement; (vi)remove or modify a copyright or otherproprietary rights notice in it; (vii) use it to reproduce, distribute,display, transmit or use material protected by copyright or other intellectualproperty right (including the rights of publicity or privacy) without firstobtaining the permission of the owner; (viii) use it to create, use, send,store or run viruses or other harmful computer code, files, scripts, agents orother programs or otherwise engage in a malicious act or disrupt its security,integrity or operation; or (ix) access or disable any PersonalityWise or thirdparty data, software or network (other than Customer’s instance of theSubscription Service in accordance with this Agreement). Additionally, Customerunderstands and agrees that the Platform and Subscription Service is intendedto provide workplace advice only and as a consequence Customer will not use itfor any other purpose or interactions (such as but not limited to interactionswith the Subscription Service of a political, unethical, sexual, racist,discriminatory or any other inappropriate behavior). Any such interactions orunethical behaviors will constitute a breach and may be subject to suspensionor termination of the (access to the) Subscription Service.  

COACHING AID; USER RESPONSIBILITY. Ask-Olivia providesautomated coaching suggestions and prompts intended to support workplacecommunication. Outputs are not professional, medical, psychological, HR, legal,or other professional advice, and should not be the sole basis for decisions.You remain responsible for your own conduct, communications, and decisions, andfor evaluating context and potential impact on colleagues or others.PersonalityWise does not assume any duty of care toward you or third partiesand does not warrant any particular interpersonal or organizational outcome.

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3. ORDERING

3.1 ORDERS AND PAYMENT.  Upon execution byCustomer and PersonalityWise, each Order Form is non-cancellable andnon-refundable except as provided in this Agreement. Prices stated in eachOrder Form are final. Except as expressly set forth in the applicable OrderForm, Subscription Service fees are invoiced annually in advance. EachSubscription Term as set forth in the Order Form is a continuous andnon-divisible commitment for the full duration of the Subscription Termregardless of the invoice schedule. Customer shall pay each invoice in fullwithin thirty (30) days after the date of invoice. Customer may issue apurchase order consistent with the terms of the Order Form, but a purchaseorder is not required. If Customer issues a purchase order, then it shall befor the full amount of the Order Form, and any additional or conflicting termsappearing in a purchase order shall not amend the Order Form or this Agreement.Late payments shall accrue interest at a rate of one and one-half percent(1.5%) per month or the legal maximum interest rate, whichever is lower. IfCustomer is delinquent in payment of amounts owed hereunder, PersonalityWisemay give notice to Customer of such delinquency and, in such case, Customershall cure the delinquency within thirty (30) days from the date ofPersonalityWise’s written notice. If Customer fails to cure the delinquency orregain compliance in accordance with Section 3.2 below, PersonalityWise may suspend Customer’s use of the Subscription Service or terminate this Agreementfor cause in accordance with Section 9 (Term and Termination), in addition toother rights and remedies available.

3.2 USE VERIFICATION.  PersonalityWise may remotely review Customer’suse of the Subscription Service, and upon PersonalityWise’s written requestCustomer shall provide any reasonable assistance, to verify Customer’scompliance with the Agreement. If PersonalityWise determines that Customer hasexceeded its permitted use of the Subscription Service then PersonalityWisewill notify Customer and within thirty (30) days thereafter Customer shalleither: (i) disable any unpermitted use or (ii) purchase additionalsubscriptions commensurate with Customer’s actual use.

3.3 TAXES.  All payments required by this Agreement arestated exclusive of all taxes, duties, levies, imposts, fines or similargovernmental assessments including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, andsimilar transactional taxes imposed by any jurisdiction and the interest andpenalties thereon (collectively, “Taxes”).Customer shall be responsible for and bear Taxes associated with its purchaseof, payment for, access to or use of the Subscription Service. Taxes shall notbe deducted from the payments to PersonalityWise, except as required by law, inwhich case Customer shall increase the amount payable as necessary so thatafter making all required deductions and withholdings, PersonalityWise receivesand retains (free from any Tax liability) an amount equal to the amount itwould have received had no such deductions or withholdings been made. Eachparty is responsible for and shall bear taxes imposed on its net income.

4. INTELLECTUAL PROPERTY

4.1 PERSONALITYWISE OWNERSHIP.  As between Customer and PersonalityWise,Customer shall retain all of its rights, title, and interest in and to itsintellectual property rights in Customer Data. Customer hereby grants toPersonalityWise a royalty-free, fully-paid, non-exclusive, non-transferable(except as set forth in Section 10.1 (Assignment)), sub-licensable, worldwideright to use Customer Data solely for the purpose of providing the SubscriptionService and Professional Services to Customer.

4.2 CUSTOMER OWNERSHIP.  As between Customer and PersonalityWise, Customer shall retain all of its rights, title, and interest in and to its intellectual property rights in Customer Data. Customer hereby grants to PersonalityWise a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth in Section 10.1 (Assignment)), sub-licensable, worldwide right to use Customer Data solely for the purpose of providing the Subscription Service and Professional Services to Customer.

4.3 FEEDBACK.  PersonalityWise encourages Customer to providesuggestions, proposals, ideas, recommendations or other feedback regardingimprovements to PersonalityWise’s services and related resources. To the extentCustomer provides such feedback, Customer grants to PersonalityWise aroyalty-free, fully paid, sub-licensable, transferable (notwithstanding Section10.1 (Assignment)), non-exclusive, irrevocable, perpetual, worldwide right andlicense to make, use, sell, offer for sale, import and otherwise  exploit feedback (including by incorporationof such feedback into the PersonalityWise Core Technology) without restriction.

5. WARRANTIES

5.1 LIMITED SUBSCRIPTION SERVICE WARRANTY.  PersonalityWise warrants that during theSubscription Term Customer’s production instances of the Subscription Serviceshall materially conform to the Product Overview. To submit a warranty claimunder this Section, Customer shall (1) reference this Section; and (2) submit asupport request to resolve the non-conformity as provided in the SubscriptionService Guide. If the non-conformity persists without relief more than thirty(30) days after written notice of a warranty claim provided to PersonalityWiseunder this Section then Customer may terminate the affected SubscriptionService and PersonalityWise shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affectedSubscription Service after the date of termination. Notwithstanding theforegoing, this warranty shall not apply to any non-conformity due to amodification of or defect in the Subscription Service that is made or caused byany person other than PersonalityWise or a person acting at PersonalityWise’sdirection. PersonalityWise makes no representation or warrantyregarding any interpersonal, behavioral, emotional, or organizational outcomesthat may result from the use of Ask Olivia or its AI-generated outputs. Youremain solely responsible for evaluating and deciding how to act on anysuggestions or insights provided.

THIS SECTION SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND PERSONALITYWISE’S SOLE LIABILITY) IN CONNECTION WITH THIS WARRANTY.

5.2 DISCLAIMER OF WARRANTIES.  Except for the warranties expressly stated inthis Agreement, to the maximum extent allowed by law, PersonalityWise disclaimsall warranties of any kind, express or implied, oral or written, includingwarranties arising under statute, warranties of merchantability, accuracy,title, non-infringement or fitness for a particular purpose or any warrantiesarising from usage of trade, course of dealing or course of performance.without limiting the generality of the foregoing, PersonalityWise specificallydoes not warrant that the subscription service, software, professionalservices, documentation or deliverables will meet the requirements of customeror others or that they will be accurate or operate without interruption orerror. Customer acknowledges that in entering this Agreement it has not reliedon any promise, warranty or representation not expressly set forth herein.

6. CONFIDENTIAL INFORMATION

6.1 CONFIDENTIALITY OBLIGATIONS. The recipient of Confidential Information shall:(i) at all times protect it from unauthorized disclosure with the same degreeof care that it uses to protect its own confidential information, and in noevent using less than reasonable care; and (ii) not use it except to the extentnecessary to exercise rights or fulfill obligations under this Agreement. Eachparty shall limit the disclosure of the other party’s Confidential Informationto those of its employees and contractors with a need to access such ConfidentialInformation for a party’s exercise of its rights and obligations under thisAgreement, provided that all such employees and contractors are subject tobinding disclosure and use restrictions at least as protective as those setforth herein. Each party’s obligations set forth in this Section 6 shall remainin effect during the term and three (3) years after termination of thisAgreement. The receiving party shall, at the disclosing party’s request or upontermination of this Agreement, return all originals, copies, reproductions andsummaries of Confidential Information and other tangible materials and devicesprovided to the receiving party as Confidential Information, or at thedisclosing party's option, certify destruction of the same.

6.2 REQUIRED DISCLOSURES.  A partymay disclose the disclosing party’s Confidential Information to a court orgovernmental body pursuant to a valid court order, law, subpoena or regulation,provided that the receiving party: (a)promptly notifies the disclosingparty of such requirement as far in advance as possible to the extent advancednotice is lawful; and (b)provides reasonable assistance to the disclosingparty in any lawful efforts by the disclosing party to resist or limit thedisclosure of such Confidential Information.

6.3 EQUITABLE REMEDIES.  The parties agree that the receiving party’sdisclosure of Confidential Information except as provided herein may result inirreparable injury for which a remedy in money damages may be inadequate. Theparties further agree that in the event of such disclosure or threateneddisclosure, the disclosing party may be entitled to seek an injunction toprevent the breach or threatened breach without the necessity of provingirreparable injury or the inadequacy of money damages, in addition to remediesotherwise available to the disclosing party at law or in equity.

7. INDEMNIFICATION

RESPONSIBLE AND TRANSPARENT AI.  PersonalityWiseapplies internal AI-governance and review measures intended to ensureresponsible and transparent use of artificial intelligence within the AskOlivia platform. These measures include fairness testing, human oversight, andperiodic reviews for bias and accuracy. These practices reflect internalgovernance standards only and do not create any warranty, representation,service level, or obligation beyond those expressly stated in these Terms, nordo they modify the sections on warranties, indemnification, or limitation ofliability.For clarity, user prompts and content processedby AI components of the Subscription Service are encrypted in transit and atrest and are not used to train or improve public or third-party large languagemodels, as further described in the Data Security Guide.

10.6 USE OF AGGREGATE DATA.  Customer agrees that PersonalityWise maycollect, use and disclose quantitative data derived from the use of theSubscription Service for industry analysis, benchmarking, analytics, marketing,and other business purposes.  All datacollected, used, and disclosed will be in aggregate form only and will notidentify Customer or its users.

7.1 PERSONALITYWISE OBLIGATION.  Subject to the exclusions set forth below,PersonalityWise shall: (i) defend Customer, its officers, directors andemployees against any third party suit, claim, action or demand (each a “Claim”) to the extent alleging: (A)that the Subscription Service used in accordance with this Agreement infringesany third party patent, copyright or trademark, or misappropriates any thirdparty trade secret; or (B) that PersonalityWise’s personnel when onsite atCustomer’s premises caused death, bodily harm or damage to tangible personalproperty due to their negligence or willful misconduct; and (ii) pay anycourt-ordered award of damages or settlement amount to the extent arising fromany such Claims. If any portion of the Subscription Service becomes the subjectof a Claim under Section 7.1(i)(A), PersonalityWise may: (a) contest the Claim;(b) obtain permission from the claimant for Customer’s continued use of theSubscription Service; (c) replace or modify the Subscription Service to avoidinfringement, if such replacement or modification has substantially the samecapabilities as the Subscription Service; or, if the foregoing (a), (b), and(c) are not available on commercially reasonable terms in PersonalityWise’sjudgment, then (d) terminate Customer’s use of the affected SubscriptionService upon sixty (60) days’ written notice and pay to Customer a refund ofany prepaid subscription fees covering the remaining portion of the applicableSubscription Term for the affected Subscription Service after the date of termination.Notwithstanding the above, PersonalityWise shall have no obligation orliability for any Claim under Section 7.1(i)(A) arising in whole or in partfrom: (1) any use of the Subscription Service which exceeds the authorized usepermitted under this Agreement or not in accordance with the Documentation; (2)Customer Data; (3) use of the Subscription Service by Customer in violation ofapplicable law; (4) use of the affected Subscription Service after terminationin accordance with clause (d) of this Section 7.1; (5) modifications to theSubscription Service made to Customer’s specifications or otherwise made by anyperson other than PersonalityWise or a person acting at PersonalityWise’sdirection if the Claim would have been avoided by use of the unmodifiedSubscription Service; or (6) use of the Subscription Service in combinationwith any hardware, software, application or service that was not provided byPersonalityWise, if the Claim would have been avoided by the non-combined orindependent use of the SubscriptionService.

7.2 CUSTOMER OBLIGATION.  Customer shall: (i)defend PersonalityWise,its officers, directors and employees against any Claim alleging that: (A)Customer Data, or (B) a modification to the Subscription Service made toCustomer’s specifications or otherwise made by or on behalf of Customer by anyperson other than PersonalityWise or a person acting at PersonalityWise’sdirection (but only if the Claim would have been avoided by use of theunmodified Subscription Service), infringes any patent, copyright or trademark,misappropriates any third party trade secret, or violates any third partyprivacy rights; and (ii) pay any court-ordered award of damages or settlementamount to the extent arising from such Claim.

7.3 PROCESS.  All of the foregoing indemnity obligations ofPersonalityWise and Customer are conditioned on the indemnified party notifyingthe indemnifying party promptly in writing of any actual or threatened Claim,the indemnified party giving the indemnifying party sole control of the defensethereof and any related settlement negotiations, and the indemnified partycooperating and, at the indemnifying party’s request and expense, assisting insuch defense. SECTION 7 STATES EACH PARTY’S ENTIRE IABILITY AND THE OTHER PARTY’SEXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.

8. LIMITATIONS OF LIABILITY

8.1 LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL,CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENTOR THE PRODUCTS OR SERVICESPROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) ORANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BYCUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THETWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

8.2 EXCLUSION OF DAMAGES.  THE PRODUCTS OR SERVICES MAY INTEGRATE OR RELYON THIRD-PARTY HOSTING, ANALYTICS, OR AI-PROVIDERS (INCLUDING, WITHOUTLIMITATION, AWS, GOOGLE, HUBSPOT, OPENAI, AND ANTHROPIC). PERSONALITYWISEEXERCISES REASONABLE CARE AND DUE DILIGENCE IN SELECTING AND MANAGING SUCHPROVIDERS, BUT DOES NOT CONTROL THEIR OPERATIONS. TO THE FULLEST EXTENTPERMITTED BY LAW, PERSONALITYWISE SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, ORUNAUTHORISED ACCESS RESULTING FROM ACTS OR OMISSIONS OF SUCH THIRD-PARTYPROVIDERS, PROVIDED THAT PERSONALITYWISE HAS COMPLIED WITH ITS OBLIGATIONS ASDATA CONTROLLER UNDER APPLICABLE DATA-PROTECTION LAWS.  TO THE EXTENT PERMITTED BY LAW, NEITHERPERSONALITYWISE NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTYFOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTEGOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIALOR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), ORINDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY,BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OREQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGESWERE FORESEEABLE. FOR THE AVOIDANCE OF DOUBT AND CLARIFICATION PURPOSES,(CERTAIN FUNCTIONALITIES OR ELEMENTS OF THE) SUBSCRIPTION SERVICE (FOR EXAMPLEBUT NOT LIMITED TO A COACHING FUNCTION, TUTOR OR AI BOT) MAY PROVIDE CUSTOMERWITH OUTPUT, SUMMARIES, POSSIBLE POSITIONS OR SUGGESTIONS AND RECOMMENDATIONSTO CONSIDER, BASED ON INPUT PROVIDED BY CUSTOMER. HOWEVER, AS THESE ARE MERELYSUGGESTIONS OR RECOMMENDATIONS AND BASED ON CUSTOMER’S INPUT, CUSTOMER SHOULDEXERCISE ITS OWN JUDGMENT AND REMAINS BEING FULLY RESPONSIBLE (ANDPERSONALITYWISE IS NOT LIABLE) FOR ANY ACTIONS THEY TAKE BASED ON INFORMATIONPROVIDED THROUGH THE SUBSCRIPTION SERVICE. THEFOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1)PAYMENTS TO A THIRD PARTYARISING FROM A PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION); AND (2)INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS..

8.3 GROSS NEGLIGENCE; WILFUL MISCONDUCT.  AS PROVIDED BY LAW, NOTHING HEREIN SHALL BEINTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE ANDDISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT) FOR THE PARTY’SGROSS NEGLIGENCE OR WILFUL MISCONDUCT.

9. TERM AND TERMINATION

9.1 TERM AND TERMINATION.  This Agreement continues until terminatedunder the terms of this Agreement. Each party may terminate this Agreement inits entirety either: (i) upon thirty (30) days’ prior written notice to theother party, if at the time of notice there are no Order Forms in effect; or(ii) upon written notice if the other party becomes the subject of a petitionin bankruptcy or any proceeding related to its insolvency, receivership orliquidation, in any jurisdiction, that is not dismissed within sixty (60) daysof its commencement or an assignment for the benefit of creditors. Either partymay terminate a Subscription Service upon written notice if the other partymaterially breaches this Agreement or the applicable Order Form for theaffected service and does not cure the breach within thirty (30) days afterreceiving written notice thereof from the non-breaching party. A breach by aparty of its obligations with respect to Professional Services shall not byitself constitute a breach by that party of its obligations with respect to theSubscription Service even if the services are enumerated in the same OrderForm..

9.2 EFFECT OF TERMINATION OF SUBSCRIPTION SERVICE.  Upon termination of the Subscription Servicefor any reason, Customer shall stop using, and PersonalityWise shall stopproviding, the Subscription Service and all rights granted to Customer in thisAgreement shall terminate. PersonalityWise shall within thirty (30) daysfollowing the effective date of a termination by Customer for PersonalityWise’sbreach refund to Customer all prepaid fees received by PersonalityWise coveringthe remaining portion of the Subscription Term for the affected SubscriptionService after the date of the termination. Within thirty (30) days followingthe effective date of a termination by PersonalityWise for Customer’s breach,Customer shall pay all remaining amounts (if any) payable under this Agreementfor the Subscription Term applicable to the terminated Subscription Serviceregardless of the due dates specified in the Order Form.

9.3 SURVIVAL.  Sections 2.4 (Restrictions), 3.4 (Taxes), 4.1(PersonalityWise Ownership), 4.2 (Customer Ownership), 4.3 (Feedback) and 6(Confidential Information) through 10 (General Provisions) of this Agreement,together with any other provision required for their construction orenforcement, shall survive termination of this Agreement for any reason.

10. GENERAL PROVISIONS

10.1 ASSIGNMENT.  Neither party may assign its rights orobligations under this Agreement, whether by operation of law or otherwise,without the prior written consent of the other party. Notwithstanding the foregoing, either party may, upon notice andwithout the other party’s consent: (i)in connection with a merger,reorganization or sale of all or substantially all of the assets or equity ofsuch party, assign this Agreement in its entirety to such party’s successor;and (ii) assign this Agreement in its entirety to any Affiliate (subject to theAffiliate ordering rules in Section 3.3). Any attempted or purported assignmentin violation of this Section 10.1 will be null and void. Subject to theforegoing, this Agreement shall bind and inure to the benefit of the parties,their respective successors and permitted assigns..

10.1B Accounts Provided by or Migrated to Organizations. If you access the Platformthrough your employer or another organization that has entered into anenterprise agreement with PersonalityWise, that organization may control youraccount, access, and related data. If you previously created a personal or freemiumaccount, that account and related data may be migrated or linked to theorganization’s enterprise account. In that case, the organization’s agreementwith PersonalityWise (for example, a Master Ordering Agreement) will governyour use of the Platform to the extent it conflicts with these Terms, andadditional or different terms may apply. We will notify you before suchmigration or linkage takes effect..

10.2 COMPLIANCE WITH LAWS. PersonalityWiseshall comply with any statutes and regulations that apply to its provision ofthe Subscription Service, Professional Services, Software, Documentation, andDeliverables, under the Agreement, including but not limited to thoseapplicable to the privacy and security of personal information, includingtrans-border data transfers and data breach notification requirements asrequired of PersonalityWise by law. Customer shall comply with all laws thatapply to its use of the Subscription Service, Professional Services, Software,Documentation, and Deliverables, under the Agreement, including but not limitedto those applicable to collection and processing of Customer Data inPersonalityWise systems through the Subscription Service. Customer agrees toprovide any required disclosures to and obtain any required consents for thetransfer of Customer Data to PersonalityWise. PersonalityWise shall not beresponsible for compliance with any laws applicable to Customer and its industrythat are not generally applicable to information technology service providers.

10.3 EXPORT COMPLIANCE.  To the extent applicable to a party, each partyshall comply with EU, United States and other applicable foreign export controllaws and regulations. Customer represents and warrants that Customer is notlocated in, and shall not use the Subscription Service, Professional Services,Software, Documentation, and Deliverables from, any country that is subject toU.S., U.K. or E.U. export restrictions (currently including, but notnecessarily limited to, Russia, Belarus, Crimea, Cuba, Iran, North Korea, Sudanand Syria).

10.4 NOTICE.  Except as otherwise provided herein, all noticesshall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the firstbusiness day after sending by email with confirmation of receipt, except thatemail shall not be sufficient for notices regarding a Claim. Notices shall besent to the parties as set forth on the Order Form or as subsequently updated inwriting.

10.5 FORCE MAJEURE.  No party shall be liable or responsible to theother party, nor be deemed to have defaulted under or breached this Agreement,for any failure or delay in fulfilling or performing any term of this Agreement(excluding Customer’s failure to pay amounts owed when due), when and to theextent such failure or delay is caused by or results from acts beyond theaffected party’s reasonable control, including without limitation: strikes,lock-outs or other industrial disputes (whether involving its own workforce or athird party’s), trespassing, sabotage, theft or other criminal acts, failure ofenergy sources or transport network, acts of God, export bans, sanctions andother government actions, war, terrorism, riot, civil commotion, interferenceby civil or military authorities, national or international calamity, armedconflict, malicious damage, breakdown of plant or machinery, nuclear, chemicalor biological contamination, explosions, collapse of building structures,fires, floods, storms, earthquakes, epidemics or similar events, naturaldisasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Eventshall use reasonable efforts to mitigate against the effects of such Force Majeure Event.

10.8 RESPONSIBLE AND TRANSPARENT AI.  PersonalityWise applies internalAI-governance and review measures intended to ensure responsible andtransparent use of artificial intelligence within the Ask Olivia platform.These measures include fairness testing, human oversight, and periodic reviewsfor bias and accuracy. These practices reflect internal governance standardsonly and do not create any warranty, representation, service level, orobligation beyond those expressly stated in these Terms, nor do they modify thesections on warranties, indemnification, or limitation of liability.For clarity, user prompts and content processedby AI components of the Subscription Service are encrypted in transit and atrest and are not used to train or improve public or third-party large languagemodels, as further described in the Data Security Guide

10.8 ENTIRETY.  This Agreement, together with the Order Forms,Product Overviews, and the Subscription Service Guide (including the CustomerSupport Policy, the Upgrade Policy and the Data Security Guide), is the finaland entire agreement between the parties regarding the products and servicesprovided hereunder and supersedes all prior or contemporaneous oral or writtenagreements, representations, understandings, undertakings and negotiations withrespect to the subject matter hereof. The terms of this Agreement apply to theexclusion of any other terms that Customer seeks to impose or incorporate, orwhich are implied by trade, custom, practice or course of dealing. Any purchaseorder submitted by Customer is for Customer’s internal purposes only and itsterms and conditions are superseded and replaced by this Agreement, and thepurchase order terms and conditions have no force or effect. Customeracknowledges that it has not relied on any statement, promise or representationmade or given by or on behalf of PersonalityWise that is not set out in this Agreement. Customer’s orders are not contingent on, and Customer has not reliedon, the delivery of any future functionality regardless of any verbal orwritten communication about PersonalityWise’s future plans. This Agreement maybe executed in counterparts, each of which shall be deemed to be an original.

10.9 WAIVER AND AMENDMENT.  A waiver of any right is only effective if it isin writing and only against the party who signed such writing and for thecircumstances given. Any modification of this Agreement must be in writing andsigned by authorized representatives of both parties.

10.10 PERMISSION TO LIST AS CUSTOMER. UnlessCustomer notifies us otherwise by email to dean@ask-olivia.com, Customer agrees that PersonalityWise/Ask Oliviamay display Customers’ company name and logo, as a customer or user of theSubscription Service / Ask-Olivia. Any such use will be factual in nature andwill not suggest Customers endorsement of a specific product or service. This clause is notapplicable to Users of the Freemium Version.

10.11 RELATIONSHIP OF THE PARTIES.  The parties are independent contractors. Nothingin this Agreement shall be construed to create a partnership, joint venture oragency relationship. Neither party shall have any right or authority to assumeor create any obligation of any kind expressed or implied in the name of or onbehalf of the other party.  

10.12 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be governed by the laws ofEngland and Wales, without regard to its conflict of laws principles. Theparties hereby irrevocably consent to the exclusive jurisdiction of, and venuein, any court of competent jurisdiction located in London, United Kingdom, forthe purposes of adjudicating any dispute arising out of this Agreement. Eachparty hereto expressly consents to service of process by registered mail. Tothe extent permitted by law, choice of law rules and the United Nations Conventionon Contracts for the International Sale of Goods shall not apply.Notwithstanding the foregoing, either party may at any time seek and obtainappropriate legal or equitable relief in any court of competent jurisdictionfor claims regarding such party’s intellectual property rights.

10.13 CONSTRUCTION.  Products and services shall be provided in theEnglish language unless agreed otherwise. Section headings are for convenienceonly and are not to be used in interpreting this Agreement.

SUBSCRIPTION SERVICE GUIDE

1. Support

During the Subscription Term,PersonalityWise shall provide support for the Subscription Service as set forthin the Customer Support Policy attached hereto and incorporated hereinby reference.

2. Upgrades

PersonalityWise shall implement and maintainsecurity procedures and practices appropriate to similar information technologyservice providers to protect Customer Data from unauthorized access,destruction, use, modification, or disclosure, as described in the DataSecurity Guide attached hereto, and incorporated herein by reference.

3. Data Security

PersonalityWise shall implement and maintain security procedures and practices appropriate to similar information technology service providers to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure, as described in the Data Security Guide attached hereto, and incorporated herein by reference.

CUSTOMER SUPPORT POLICY

This Customer Support Policy governs thesupport that PersonalityWise will provide for its Subscription Service. ThisPolicy may be updated from time to time.

Scope

The purpose of Customer Support is to resolve defects that cause the Subscription Service to perform not in substantial conformance to the Product Overview. A resolution to a defect may consist of a fix, workaround or other relief PersonalityWise deems reasonable.

Customer Support does not include:

● implementation services

● configuration services

● integration services

● customization services or other custom software development

● training

● assistance with administrative functions

Customer Support is not required to provide resolutions for immaterial defects or defects due to modifications of the Subscription Service made by any person other than PersonalityWise or a person acting at PersonalityWise’s direction.

Customer Support is available through email. Response Times will typically be 72 hours after receipt of email.

UPGRADE POLICY

1. Upgrades

“Upgrades” are PersonalityWise’sreleases of the Subscription Service for repairs, enhancements or new featuresapplied by PersonalityWise to Customer’s instances of the Subscription Serviceat no additional fee during the Subscription Term. PersonalityWise has thediscretion to provide new functionality as an Upgrade or as different softwareor service for a separate fee. PersonalityWise determines whether and when to develop, release and apply any Upgrade to Customer’s instances of theSubscription Service.

2. NOTICE; MAINTENANCE DOWNTIME

PersonalityWise shall use reasonable efforts togive Customer thirty (30) days prior notice of any Upgrade to the SubscriptionService. PersonalityWise shall use reasonable efforts to give Customer ten (10)days prior notice of any Upgrade to the cloud infrastructure network, hardware,or software used by PersonalityWise to operate and deliver the SubscriptionService if PersonalityWise in its reasonable judgment believes that theinfrastructure Upgrade will impact Customer’s use of its production instancesof the Subscription Service. PersonalityWise will use commercially reasonableefforts to limit the period of time during which the Subscription Service isunavailable due to the application of Upgrades to no more than two (2) hoursper month. Notwithstanding the foregoing, PersonalityWise may provide Customerwith a shorter or no notice period of an Upgrade, Security Patch or EmergencyWork,  if necessary, in the reasonablejudgment of PersonalityWise, to maintain the availability, security orperformance of the Subscription Service or the ability of PersonalityWise toefficiently provide the Subscription Service.

3. NOMENCLATURE

A pending Upgrade may be a “FeatureRelease”, “Patch” or “Hotfix.”  A “FeatureRelease” is an Upgrade that includes new features or enhancements. A “Patch”or a “Hotfix” is an Upgrade to a Feature Release that maintains thefunctionality of the Feature Release and does not include new functionality.PersonalityWise refers to each Feature Release and its associated Patches andHotfixes as a “Release Family.” For example, PersonalityWise’s Feature Release“Adam” established the “Adam” Release Family, and PersonalityWise’s subsequentFeature Release “Bernard” established the “Bernard” Release Family.

4. SUPPORTED and non-supported RELEASE FAMILIES

PersonalityWise offers support for the thencurrent Release Family as set forth in the Customer Support Policy. A Customerusing a Supported Release Family may be required to Upgrade to a Patch orHotfix within the Supported Release Family to correct a defect. At itsdiscretion, PersonalityWise may offer limited support for additional ReleaseFamilies (“Non-Supported Release Families”). Without limiting PersonalityWise’s discretion to determine the availability of support for Non-Supported Release Families, a Customer using a Non-Supported Release Familymay be required to Upgrade to a Supported Release Family to correct a defect.Any service level agreements, recovery time objectives or recovery pointobjectives are not applicable to Non-Supported Release Families. Details of PersonalityWise support are further set forth in the Customer Support Policy.

Subcontractors.  PersonalityWise may engage subcontractors for processing Customer Data under the Agreement, provided PersonalityWise shall ensure compliance by such subcontractor(s) with the requirements of this Section 6 by entering into written agreements with such subcontractors which provide that the subcontractor will apply the Safe Harbor principles to the processing of Personal Data. PersonalityWise’s use of any subcontractor will not relieve, waive or diminish any obligation PersonalityWise has under the Agreement or this Data Security Guide.

Customeracknowledges that the current Release Family is the most current feature,availability, performance and security version of the Subscription Service.Within a Supported Release Family, the most recent Patch contains the mostcurrent feature, availability, performance and security version of the Subscription Service for that Release Family. A Customer that has submitted a“no Upgrade” request may experience defects, for which Customer hereby agrees that PersonalityWise is not responsible, including without limitation thosethat affect the features, availability, performance and security of theSubscription Service, that are fixed in the most current version of theSubscription Service.

DATA SECURITY GUIDE

This Data Security Guide describes the measures PersonalityWise takes to protect Customer Data when it resides in thePersonalityWise cloud. This Data Security Guide forms a part of any legal agreement into which this Data Security Guide is explicitly incorporated byreference (the “Agreement”) and is subject to the terms and conditions of the Agreement. Capitalized terms thatare not otherwise defined herein shall have the meaning given to them in the Agreement.

1. Processing Personal Data

Provisioning/Use of Offerings. Personal Data or Customer Data may be collected and used during the provisioning and use of the Subscription Service, support and improve the Subscription Service, administer the Agreement and further the business relationship between Customer and PersonalityWise, comply with law, act in accordance with Customer’s written instructions, orotherwise in accordance with this Agreement. Customer authorizes PersonalityWise to collect, use, store, and transfer the Personal Data that Customer provides to PersonalityWise as contemplated in this Agreement. Customer as Data Controller  

Customer as Data Controller. Customer acknowledges that in relation toPersonal Data supplied and/or processed under the Agreement it acts asController and it warrants that it will duly observe all of its obligationsunder all applicable laws and regulations of the European Union, the EuropeanEconomic Area and their member states regarding the processing of Personal Data(collectively referred to as “Data Protection Laws”) including, withoutlimitation, obtaining and maintaining all necessary notifications and obtainingand maintaining all necessary Data Subject Consents. Customer shall (i) havesole responsibility for the accuracy, quality, integrity, legality andreliability of Personal Data and of the means by which it acquired PersonalData, (ii) ensure that data processing instructions given to PersonalityWisecomply with applicable Data Protection Laws, and (iii) comply with allapplicable Data Protection Laws in collecting, compiling, storing, accessingand using Personal Data in connection with the Subscription Service. For thepurposes of this Data Security Guide, “Personal Data”, “Controller”, “DataSubject” and “Data Subject Consent” shall have the meaning given to these termsin Directive 95/46/EC. For clarity, “process” or “processing” means anyoperation or set of operations performed upon Customer Data.

PersonalityWise as Data Processor. PersonalityWise shall process or otherwise usePersonal Data (including possible onward transfers) on behalf of Customer solely for the purpose of providing the services described in the Agreement and only in accordance with Customer’s lawful instructions (limited to thoseinstructions which PersonalityWise can reasonably carry out in the provision ofthe Subscription Service), the terms of the Agreement, and this Data Security Guide. PersonalityWise shall ensure that those employees to whom it grants access to such Personal Data are directed to keep such Personal Data confidential and are informed of any additional data protection obligations applicable to suchPersonal Data. PersonalityWise shall, to the extent legally permitted, promptlynotify Customer with respect to any request or communication PersonalityWise receives from any regulatory authority in relation to any data processingactivities PersonalityWise conducts on behalf of Customer. In addition, PersonalityWise will cooperate and assist Customer, at Customer’s cost, in relation to any such request and to any response to any such communication. PersonalityWise will pass on to the Customer any requests of a Data Subject to access, delete, correct, or block Personal Data processed under the Agreement. If PersonalityWise is compelled by law to disclose Customer's information aspart of a civil proceeding to which Customer is a party, and Customer is not contesting the disclosure, Customer will reimburse PersonalityWise for its reasonable cost of compiling and providing secure access to that information.

2. Compliance with Privacy and Information Security Requirements

a. Compliance with Laws. PersonalityWise shall comply with all Privacy and Security Laws applicable to it regarding the collection, use, and retention of Personal Data from the European Economic Area, Switzerland, and the United Kingdom, as applicable.  PersonalityWise ’s privacy notice may be found at privacy@ask-olivia.com.

b. Safeguards. PersonalityWise shall maintain appropriatetechnical and organizational safeguards commensurate with the sensitivity ofthe Customer Data and Personal Data processed by it on Customer’s behalf, whichare designed to protect the security, confidentiality, and integrity of suchCustomer Data and Personal Data and protect such Customer Data and PersonalData against accidental or unlawful destruction or accidental loss, alteration,unauthorized disclosure or access (“Information Security Controls for PersonalityWiseSystems”).

c. Access; Contacts. With respect to employees, agents, and subcontractors, PersonalityWise shall limit access to Customer Data andPersonal Data to only those employees, agents, and subcontractors who have aneed to access the Customer Data and/or Personal Data in order to carry outtheir roles as contemplated in the terms of this Agreement.  PersonalityWise shall assign and train personnel who shall: (i) liaise with customers regarding any issues concerningthe security of Customer Data and/or Personal Data; (ii) receive notice of any Security Breach discovered by PersonalityWise and provide notice of any such Security Breach to Customer; and (iii) coordinate PersonalityWise’s SecurityBreach response and remedial action.

d.    AI Processing and Model Training. CustomerData and user prompts are transmitted and stored using industry-standardencryption, including TLS encryption in transit and encryption at rest.PersonalityWise does not use Customer Data or user content to train or improvepublic or third-party large language models. Where AI components are used toprocess user prompts, PersonalityWise relies on enterprise-grade AI APIsconfigured to exclude such use and to process prompts solely for the purpose ofgenerating responses for the Customer or User in accordance with the Agreement.

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While providing the Subscription Service,PersonalityWise shall maintain a written information security program ofpolicies, procedures and controls (“SecurityProgram”) governing the processing, storage, transmission and security ofCustomer Data. The Security Program includes industry standard practicesdesigned to protect Customer Data from unauthorized access, acquisition, use,disclosure, or destruction. PersonalityWise may periodically review and updatethe Security Program to address new and evolving security technologies, changesto industry standard practices, and changing security threats, provided that any such update does not materially reduce the commitments, protections oroverall level of service provided to Customer as described herein.  

The Security Program shall include thefollowing physical, technical and administrative measures designed to protectCustomer Data from unauthorized access, acquisition, use, disclosure, ordestruction:

Physical Security Measures

Systems, Machines and Devices: (i) Physical protection mechanisms;and (ii) entry controls to limit physical access.

Media: (i) Industry standard destruction of sensitive materials beforedisposition of media; (ii) secure safe for storing damaged hard disks prior tophysical destruction; and (iii) physical destruction of all decommissioned harddisks storing Customer Data.

Technical Security Measures

Access Administration. Access to the Subscription Service by PersonalityWise employees andcontractors is protected by authentication and authorization mechanisms. Userauthentication is required to gain access to production and sub-productionsystems. Access privileges are based on job requirements and are revoked upontermination of employment or consulting relationship. Production infrastructureincludes appropriate user account and password controls (for example, therequired use of virtual private network connections, complex passwords withexpiration dates, and a two-factored authenticated connection) and isaccessible for administration.

Firewall System.  An industry-standard firewall is installedand managed to protect PersonalityWise systems by residing on the network toinspect all ingress connections routed to the PersonalityWise environment

Antivirus.  PersonalityWise updates anti-virus, anti-malware, and anti-spyware software on regular intervals and centrally logs events for effectiveness of such software.

Change Control.  PersonalityWise ensures that changes toplatform, applications and production infrastructure are evaluated to minimizerisk and are implemented following PersonalityWise’s standard operatingprocedure.

3. Security Breach Response  

In the event PersonalityWise discovers a Security Breach, PersonalityWise shall:

a. Without undue delay notify Customer of the discovery of the Security Breach.  Such notice shall summarize the known circumstances of the Security Breach and the corrective action taken or to be taken by PersonalityWise.

b. Conduct an investigation of the circumstances of the Security Breach.

c. Use commercially reasonable efforts to remediate the Security Breach.

d. Use commercially reasonable efforts to communicate and cooperate with Customer concerning its response to the Security Breach.

4. Customer Obligations.  Customer, along with its Affiliates, representsand warrants that: (i) to the extent required under any applicable law, it hasauthorized PersonalityWise to access the Systems and process and transmit datathrough the Subscription Service in accordance with this Agreement and asnecessary to provide and perform the Subscription Service, (ii) it has a lawfulbasis in having PersonalityWise process the Customer Data and the PersonalData; (iii) that it is and will at all relevant times remain duly and effectivelyauthorized to instruct PersonalityWise to carry out the Subscription Services,and (iv) it has made all necessary disclosures, obtained all necessary consentsand government authorizations required under applicable law to permit theprocessing and international transfer of Customer Data and Customer PersonalData from each Customer and Customer Affiliate, to PersonalityWise.

5. Notices.  The following individuals shall be the primary contacts at Customer and PersonalityWise for any coordination, communications or notices with respect to Personal Data and this Data Security Guide:

a. PersonalityWise: dean@ask-olivia.com

b. Customer: the person who has accepted the Agreement or another person as otherwise designated in writing (including by email) by Customer to PersonalityWise.  Each party shall promptly notify the other if any of the foregoing contact information changes.

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