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 gives personalized, real-time suggestions to help you better understand and work with others. Ask-Olivia is an AI-powered coaching interface available via www.ask-olivia.com (or other domains) or app, which provides real-time, personalized workplace guidance to users. Advice is based on your responses to earlier 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 human advisor. The information she provides is not professional, medical, or legal advice. 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 experience and help Olivia provide better answers. Your data is kept private and handled securely. You can read our full privacy notice at ask-olivia.com/privacy.
5. Ownership
All software, content, and AI logic behind Ask-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 use this 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-Olivia AI coaching service ("Ask-Olivia"), a software-as-a-service (SaaS) product provided by PersonalityWise Ltd., a company incorporated under the laws of England and Wales ("Provider", “PersonalityWise” or “Ask-Olivia”). By accepting this Agreement (e.g., by clicking to accept or accessing the Service), 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 BIND THE CUSTOMER TO THIS AGREEMENT. UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF PERSONALITYWISE PRODUCTS AND SERVICES, THESE TERMS AND CONDITIONS GOVERN YOUR RIGHTS TO USE THE PERSONALITYWISE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ASK-OLIVIA. BY ASSENTING TO THESE TERMS (EITHER BY CLICKING, CHECKING A BOX OR PLACING AN ORDER) CUSTOMER ACCEPTS THESE TERMS AND CONDITIONS, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND PERSONALITYWISE LTD., ( “PERSONALITYWISE”). IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE CUSTOMER, THEN DO NOT ASSENT AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE PRODUCTS OR SERVICES. THESE TERMS AND CONDITIONS ARE BINDING AS OF THE EARLIEST OF THE DATE THAT CUSTOMER ACCEPTS THE TERMS AND CONDITIONS HEREIN, THE DATE SET FORTH ON AN ORDER OR THE DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES OR USES THE PRODUCT OR SERVICE.
These PersonalityWise Terms and Conditions are a master agreement that cover all PersonalityWise products and services but provisions regarding specific products or services apply only to the extent you have purchased, accessed or used such products or services.
1. DEFINITIONS
1.1 “Confidential Information” means: (a) PersonalityWise Core Technology (which is Confidential Information of PersonalityWise); (b) Customer Data and Customer Technology (which are Confidential Information of Customer); (c) any other information of a party that is disclosed in writing or orally and is designated as Confidential or Proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the receiving party), or that due to the nature of the information the receiving party would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of this Agreement, any Order Form, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure without restriction on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) was or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure.
1.2 Customer Data” means electronic data uploaded by or for Customer and Customer’s employees, and processed in the Subscription Service, including Individual Content and Individual Profiles, but excluding the PersonalityWise Core Technology and the PersonalityWise Content.
1.3 “Documentation” means the PersonalityWise product documentation relating to the operation and use of the Subscription Service, including technical program or interface documentation, user manuals, operating instructions and release notes, as updated from time to time by PersonalityWise.
1.4 “Order Form” means a written ordering document signed or accepted by Customer and PersonalityWise.
1.5 "Individual Content” means information submitted or provided by an individual employee of Customer through the Subscription Service, including but not limited to their profile and assessment data based on their answers, preferences or positions submitted in response to the questions and assessments on the Platform.
1.6 “Individual Profiles” means the personal assessments or personal profiles of Customer employees as a result of using the Platform that will be provided with an identification of their work personality and preferences. The Platform enables comparisons between Individual Profiles, generating Intersights to determine the work compatibility between two or more users/employees. For the avoidance of doubt, the HR or People Team User, Admin or Manager Role) may see all intersights of individual employees and internally use the results accordingly.
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 Subscription Service and PersonalityWise technology and methodologies (including, without limitation, products, the ask-olivia AI (workplace) communication coach, software tools, hardware designs, algorithms, templates, software (in source and 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 foregoing and 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 a service (SaaS) offering, including but not limited to the related AI (workplace) communication coach currently know as “Olivia” and provided through and available at www.ask-olivia.com (or possibly also through .ai and .io extensions) or an app ordered by Customer under an Order Form.
1.10 “Subscription Term” means the term of authorized 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 limited version of Ask-Olivia (“Freemium Version”). This Freemium Version offers access to the same core Platform as paying users, but with restricted features, usage rights, functionality, or duration of use. Freemium access is provided solely at our discretion and features, functionality, usage right or duration may be changed, limited or revoked or cancelled at any time.
No Guarantees or Commitments
Freemium access is provided “as-is” and without any warranties of any kind, service levels, guarantees, or continued availability. We make no commitment regarding the quality, performance, or uptime of the Freemium Version.
Right to Modify or Discontinue
We reserve the right to modify, suspend, limit, or discontinue the Freemium Version at any time, for any reason, and without prior notice. This includes changes to its features, scope, access terms, or availability.
No Compensation or Liability
User acknowledges and agrees that there is no entitlement to any compensation, refund, or damages of any kind in connection with 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 paid subscription. We will inform you separately of any applicable fees, terms, or upgrade opportunities.
“STANDARD’ VERSION / SUBSCRIPTION SERVICE. Subject to the terms of this Agreement, PersonalityWise authorizes Customer to access and use the Subscription Service during the agreed trial period, if any. Following expiration of the trial period, Customer may continue to use the Subscription Service either:
- 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 Services Agreement; or
- By executing an Order Form identifying the type of subscription,number of users and fees to be paid and Subscription Service 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 model shall apply. If an Order Form is executed, the terms of the Order Form shall govern.
Either way, the terms and conditions of this Agreement will continue to be applicable to those purchased Subscription Service during the Subscription Term for Customer’s internal business purposes in accordance with the Documentation. Customer shall not use or otherwise access the Subscription Service in a manner that exceeds Customer’s authorized use as set forth in this Agreement and the applicable Order Form or online selected subscription model. In order for Customer employees to use the Platform, fill in assessments, and be provided with their Individual Profile and access to Olivia, individual usernames will be provided, subjectto a password and individual terms of use upon access.
Subscription Term and Renewal
Each paid subscription is valid for an initial term of one (1) year (unlessotherwise stated in the online selection or Order Form). Subscriptions willautomatically renew for successive one (1) year terms at the then-currentsubscription rates, unless Customer provides written notice of non-renewal atleast thirty (30) days prior to the renewal date.
2.2 RESTRICTIONS. Customer shall not (and shall not permit others to) do the following with respect to the PersonalityWise Core Technology: (i) use the Subscription Service with external programs in a manner that intentionally circumvents contractual usage restrictions; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of it available for access by third parties except as otherwise expressly provided in an Order Form; (iii) access it for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Subscription Service; (iv) disassemble, reverse engineer or decompile it; (v) copy, create derivative works based on or otherwise modify it except as permitted in this Agreement; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii) use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (viii) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation; or (ix) access or disable any PersonalityWise or third party data, software or network (other than Customer’s instance of the Subscription Service in accordance with this Agreement). Additionally, Customer understands and agrees that the Platform and Subscription Service is intended to provide workplace advice only and as a consequence Customer will not use it for any other purpose or interactions (such as but not limited to interactions with the Subscription Service of a political, unethical, sexual, racist, discriminatory or any other inappropriate behavior). Any such interactions or unethical behaviors will constitute a breach and may be subject to suspension or termination of the (access to the) Subscription Service.
3. ORDERING
3.1 ORDERS AND PAYMENT. Upon execution by Customer and PersonalityWise, each Order Form is non-cancellable and non-refundable except as provided in this Agreement. Prices stated in each Order Form are final. Except as expressly set forth in the applicable Order Form, Subscription Service fees are invoiced annually in advance. Each Subscription Term as set forth in the Order Form is a continuous and non-divisible commitment for the full duration of the Subscription Term regardless of the invoice schedule. Customer shall pay each invoice in full within thirty (30) days after the date of invoice. Customer may issue a purchase order consistent with the terms of the Order Form, but a purchase order is not required. If Customer issues a purchase order, then it shall be for the full amount of the Order Form, and any additional or conflicting terms appearing 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. If Customer is delinquent in payment of amounts owed hereunder, PersonalityWise may give notice to Customer of such delinquency and, in such case, Customer shall cure the delinquency within thirty (30) days from the date of PersonalityWise’s written notice. If Customer fails to cure the delinquency or regain compliance in accordance with Section 3.2 below, PersonalityWise may suspend Customer’s use of the Subscription Service or terminate this Agreement for cause in accordance with Section 9 (Term and Termination), in addition to other rights and remedies available.
3.2 USE VERIFICATION. PersonalityWise may remotely review Customer’s use of the Subscription Service, and upon PersonalityWise’s written request Customer shall provide any reasonable assistance, to verify Customer’s compliance with the Agreement. If PersonalityWise determines that Customer has exceeded its permitted use of the Subscription Service then PersonalityWise will notify Customer and within thirty (30) days thereafter Customer shall either: (i) disable any unpermitted use or (ii) purchase additional subscriptions commensurate with Customer’s actual use.
3.3 TAXES. All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Subscription Service. Taxes shall not be deducted from the payments to PersonalityWise, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, PersonalityWise receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Each party is responsible for and shall bear taxes imposed on its net income.
4. INTELLECTUAL PROPERTY
4.1 PERSONALITYWISE OWNERSHIP. As between PersonalityWise and Customer, all rights, title, and interest in and to all intellectual property rights in the PersonalityWise Core Technology and PersonalityWise Content are owned exclusively by PersonalityWise notwithstanding any other provision in this Agreement. Except as expressly provided in this Agreement, PersonalityWise reserves all rights in the PersonalityWise Core Technology and does not grant Customer any rights, express or implied or by estoppel.
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 provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to PersonalityWise’s services and related resources. To the extent Customer provides such feedback, Customer grants to PersonalityWise a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 10.1 (Assignment)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit feedback (including by incorporation of such feedback into the PersonalityWise Core Technology) without restriction.
5. WARRANTIES
5.1 LIMITED SUBSCRIPTION SERVICE WARRANTY. PersonalityWise warrants that during the Subscription Term Customer’s production instances of the Subscription Service shall materially conform to the Product Overview. To submit a warranty claim under this Section, Customer shall (1) reference this Section; and (2) submit a support request to resolve the non-conformity as provided in the Subscription Service Guide. If the non-conformity persists without relief more than thirty (30) days after written notice of a warranty claim provided to PersonalityWise under this Section then Customer may terminate the affected Subscription Service and PersonalityWise shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affected Subscription Service after the date of termination. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the Subscription Service that is made or caused by any person other than PersonalityWise or a person acting at PersonalityWise’s direction. 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 in this Agreement, to the maximum extent allowed by law, PersonalityWise disclaims all warranties of any kind, express or implied, oral or written, including warranties arising under statute, warranties of merchantability, accuracy, title, non-infringement or fitness for a particular purpose or any warranties arising from usage of trade, course of dealing or course of performance. without limiting the generality of the foregoing, PersonalityWise specifically does not warrant that the subscription service, software, professional services, documentation or deliverables will meet the requirements of customer or others or that they will be accurate or operate without interruption or error. Customer acknowledges that in entering this Agreement it has not relied on 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 degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use it except to the extent necessary to exercise rights or fulfill obligations under this Agreement. Each party shall limit the disclosure of the other party’s Confidential Information to those of its employees and contractors with a need to access such Confidential Information for a party’s exercise of its rights and obligations under this Agreement, provided that all such employees and contractors are subject to binding disclosure and use restrictions at least as protective as those set forth herein. Each party’s obligations set forth in this Section 6 shall remain in effect during the term and three (3) years after termination of this Agreement. The receiving party shall, at the disclosing party’s request or upon termination of this Agreement, return all originals, copies, reproductions and summaries of Confidential Information and other tangible materials and devices provided to the receiving party as Confidential Information, or at the disclosing party's option, certify destruction of the same.
6.2 REQUIRED DISCLOSURES. A party may disclose the disclosing party’s Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena or regulation, provided that the receiving party: (a) promptly notifies the disclosing party of such requirement as far in advance as possible to the extent advanced notice is lawful; and (b) provides reasonable assistance to the disclosing party in any lawful efforts by the disclosing party to resist or limit the disclosure of such Confidential Information.
6.3 EQUITABLE REMEDIES. The parties agree that the receiving party’s disclosure of Confidential Information except as provided herein may result in irreparable injury for which a remedy in money damages may be inadequate. The parties further agree that in the event of such disclosure or threatened disclosure, the disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to the disclosing party at law or in equity.
7. INDEMNIFICATION
7.1 PERSONALITYWISE OBLIGATION. Subject to the exclusions set forth below, PersonalityWise shall: (i) defend Customer, its officers, directors and employees 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 infringes any third party patent, copyright or trademark, or misappropriates any third party trade secret; or (B) that PersonalityWise’s personnel when onsite at Customer’s premises caused death, bodily harm or damage to tangible personal property due to their negligence or willful misconduct; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from any such Claims. If any portion of the Subscription Service becomes the subject of 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 the Subscription Service; (c) replace or modify the Subscription Service to avoid infringement, if such replacement or modification has substantially the same capabilities as the Subscription Service; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in PersonalityWise’s judgment, then (d) terminate Customer’s use of the affected Subscription Service upon sixty (60) days’ written notice and pay to Customer a refund of any prepaid subscription fees covering the remaining portion of the applicable Subscription Term for the affected Subscription Service after the date of termination. Notwithstanding the above, PersonalityWise shall have no obligation or liability for any Claim under Section 7.1(i)(A) arising in whole or in part from: (1) any use of the Subscription Service which exceeds the authorized use permitted under this Agreement or not in accordance with the Documentation; (2) Customer Data; (3) use of the Subscription Service by Customer in violation of applicable law; (4) use of the affected Subscription Service after termination in accordance with clause (d) of this Section 7.1; (5) modifications to the Subscription Service made to Customer’s specifications or otherwise made by any person other than PersonalityWise or a person acting at PersonalityWise’s direction if the Claim would have been avoided by use of the unmodified Subscription Service; or (6) use of the Subscription Service in combination with any hardware, software, application or service that was not provided by PersonalityWise, if the Claim would have been avoided by the non-combined or independent use of the Subscription Service.
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 to Customer’s specifications or otherwise made by or on behalf of Customer by any person other than PersonalityWise or a person acting at PersonalityWise’s direction (but only if the Claim would have been avoided by use of the unmodified Subscription Service), infringes any patent, copyright or trademark, misappropriates any third party trade secret, or violates any third party privacy rights; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from such Claim.
7.3 PROCESS. All of the foregoing indemnity obligations of PersonalityWise and Customer are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. SECTION 7 STATES EACH PARTY’S ENTIRE IABILITY AND THE OTHER PARTY’S EXCLUSIVE 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 AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (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. TO THE EXTENT PERMITTED BY LAW, NEITHER PERSONALITYWISE NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. FOR THE AVOIDANCE OF DOUBT AND CLARIFICATION PURPOSES, (CERTAIN FUNCTIONALITIES OR ELEMENTS OF THE) SUBSCRIPTION SERVICE (FOR EXAMPLE BUT NOT LIMITED TO A COACHING FUNCTION, TUTOR OR AI BOT) MAY PROVIDE CUSTOMER WITH OUTPUT, SUMMARIES, POSSIBLE POSITIONS OR SUGGESTIONS AND RECOMMENDATIONS TO CONSIDER, BASED ON INPUT PROVIDED BY CUSTOMER. HOWEVER, AS THESE ARE MERELY SUGGESTIONS OR RECOMMENDATIONS AND BASED ON CUSTOMER’S INPUT, CUSTOMER SHOULD EXERCISE ITS OWN JUDGMENT AND REMAINS BEING FULLY RESPONSIBLE (AND PERSONALITYWISE IS NOT LIABLE) FOR ANY ACTIONS THEY TAKE BASED ON INFORMATION PROVIDED THROUGH THE SUBSCRIPTION SERVICE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) PAYMENTS TO A THIRD PARTY ARISING 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 BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT) FOR THE PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
9. TERM AND TERMINATION
9.1 TERM AND TERMINATION. This Agreement continues until terminated under the terms of this Agreement. Each party may terminate this Agreement in its entirety either: (i) upon thirty (30) days’ prior written notice to the other 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 petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. Either party may terminate a Subscription Service upon written notice if the other party materially breaches this Agreement or the applicable Order Form for the affected service and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party. A breach by a party of its obligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligations with respect to the Subscription Service even if the services are enumerated in the same Order Form.
9.2 EFFECT OF TERMINATION OF SUBSCRIPTION SERVICE. Upon termination of the Subscription Service for any reason, Customer shall stop using, and PersonalityWise shall stop providing, the Subscription Service and all rights granted to Customer in this Agreement shall terminate. PersonalityWise shall within thirty (30) days following the effective date of a termination by Customer for PersonalityWise’s breach refund to Customer all prepaid fees received by PersonalityWise covering the remaining portion of the Subscription Term for the affected Subscription Service after the date of the termination. Within thirty (30) days following the effective date of a termination by PersonalityWise for Customer’s breach, Customer shall pay all remaining amounts (if any) payable under this Agreement for the Subscription Term applicable to the terminated Subscription Service regardless 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 or enforcement, shall survive termination of this Agreement for any reason.
10. GENERAL PROVISIONS
10.1 ASSIGNMENT. Neither party may assign its rights or obligations 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 and without the other party’s consent: (i) in connection with a merger, reorganization or sale of all or substantially all of the assets or equity of such 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 the Affiliate ordering rules in Section 3.3). Any attempted or purported assignment in violation of this Section 10.1 will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.2 COMPLIANCE WITH LAWS. PersonalityWise shall comply with any statutes and regulations that apply to its provision of the Subscription Service, Professional Services, Software, Documentation, and Deliverables, under the Agreement, including but not limited to those applicable to the privacy and security of personal information, including trans-border data transfers and data breach notification requirements as required of PersonalityWise by law. Customer shall comply with all laws that apply to its use of the Subscription Service, Professional Services, Software, Documentation, and Deliverables, under the Agreement, including but not limited to those applicable to collection and processing of Customer Data in PersonalityWise systems through the Subscription Service. Customer agrees to provide any required disclosures to and obtain any required consents for the transfer of Customer Data to PersonalityWise. PersonalityWise shall not be responsible for compliance with any laws applicable to Customer and its industry that are not generally applicable to information technology service providers.
10.3 EXPORT COMPLIANCE. To the extent applicable to a party, each party shall comply with EU, United States and other applicable foreign export control laws and regulations. Customer represents and warrants that Customer is not located in, and shall not use the Subscription Service, Professional Services, Software, Documentation, and Deliverables from, any country that is subject to U.S., U.K. or E.U. export restrictions (currently including, but not necessarily limited to, Russia, Belarus, Crimea, Cuba, Iran, North Korea, Sudan and Syria).
10.4 NOTICE. Except as otherwise provided herein, all notices shall 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 first business day after sending by email with confirmation of receipt, except that email shall not be sufficient for notices regarding a Claim. Notices shall be sent to the parties as set forth on the Order Form or as subsequently updated in writing.
10.5 FORCE MAJEURE. No party shall be liable or responsible to the other 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 the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.
10.6 USE OF AGGREGATE DATA. Customer agrees that PersonalityWise may collect, use and disclose quantitative data derived from the use of the Subscription Service for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer or its users.
10.7 ENTIRETY. This Agreement, together with the Order Forms, Product Overviews, and the Subscription Service Guide (including the Customer Support Policy, the Upgrade Policy and the Data Security Guide), is the final and entire agreement between the parties regarding the products and services provided hereunder and supersedes all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations with respect to the subject matter hereof. The terms of this Agreement apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any purchase order submitted by Customer is for Customer’s internal purposes only and its terms and conditions are superseded and replaced by this Agreement, and the purchase order terms and conditions have no force or effect. Customer acknowledges that it has not relied on any statement, promise or representation made 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 relied on, the delivery of any future functionality regardless of any verbal or written communication about PersonalityWise’s future plans. This Agreement may be executed in counterparts, each of which shall be deemed to be an original.
10.8 WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.
10.9 PERMISSION TO LIST AS CUSTOMER. Unless Customer notifies us otherwise by email to dean@ask-olivia.com, Customer agrees that PersonalityWise/Ask Olivia may display Customer’s company name and logo, as a customer or user of the Subscription Service / Ask-Olivia. Any such use will be factual in nature and will not suggest Customers endorsement of a specific product or service. This clause is not applicable to Users of the Freemium Version.
10.10 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party.
10.11 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be governed by the laws of England and Wales, without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in London, United Kingdom, for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.
10.12 CONSTRUCTION. Products and services shall be provided in the English language unless agreed otherwise. Section headings are for convenience only 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 forth in the Customer Support Policy attached hereto and incorporated herein by reference.
2. Upgrades
PersonalityWise determines whether and when to develop, release and apply any Upgrade (as defined in the Upgrade Policy attached hereto, and incorporated herein by reference) to Customer’s instances of the Subscription Service.
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 the support that PersonalityWise will provide for its Subscription Service. This Policy 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’s releases of the Subscription Service for repairs, enhancements or new features applied by PersonalityWise to Customer’s instances of the Subscription Service at no additional fee during the Subscription Term. PersonalityWise has the discretion to provide new functionality as an Upgrade or as different software or service for a separate fee. PersonalityWise determines whether and when to develop, release and apply any Upgrade to Customer’s instances of the Subscription Service.
2. NOTICE; MAINTENANCE DOWNTIME
PersonalityWise shall use reasonable efforts to give Customer thirty (30) days prior notice of any Upgrade to the Subscription Service. 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 Subscription Service if PersonalityWise in its reasonable judgment believes that the infrastructure Upgrade will impact Customer’s use of its production instances of the Subscription Service. PersonalityWise will use commercially reasonable efforts to limit the period of time during which the Subscription Service is unavailable due to the application of Upgrades to no more than two (2) hours per month. Notwithstanding the foregoing, PersonalityWise may provide Customer with a shorter or no notice period of an Upgrade, Security Patch or Emergency Work, if necessary, in the reasonable judgment of PersonalityWise, to maintain the availability, security or performance of the Subscription Service or the ability of PersonalityWise to efficiently provide the Subscription Service.
3. NOMENCLATURE
A pending Upgrade may be a “Feature Release”, “Patch” or “Hotfix.” A “Feature Release” is an Upgrade that includes new features or enhancements. A “Patch” or a “Hotfix” is an Upgrade to a Feature Release that maintains the functionality of the Feature Release and does not include new functionality. PersonalityWise refers to each Feature Release and its associated Patches and Hotfixes as a “Release Family.” For example, PersonalityWise’s Feature Release “Adam” established the “Adam” Release Family, and PersonalityWise’s subsequent Feature Release “Bernard” established the “Bernard” Release Family.
4. SUPPORTED and non-supported RELEASE FAMILIES
PersonalityWise offers support for the then current Release Family as set forth in the Customer Support Policy. A Customer using a Supported Release Family may be required to Upgrade to a Patch or Hotfix within the Supported Release Family to correct a defect. At its discretion, PersonalityWise may offer limited support for additional Release Families (“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 Family may be required to Upgrade to a Supported Release Family to correct a defect. Any service level agreements, recovery time objectives or recovery point objectives are not applicable to Non-Supported Release Families. Details of PersonalityWise support are further set forth in the Customer Support Policy.
Customer acknowledges 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 most current 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 those that affect the features, availability, performance and security of the Subscription Service, that are fixed in the most current version of the Subscription Service.
DATA SECURITY GUIDE
This Data Security Guide describes the measures PersonalityWise takes to protect Customer Data when it resides in the PersonalityWise cloud. This Data Security Guide forms a part of any legal agreement into which this Data Security Guide is explicitly incorporated by reference (the “Agreement”) and is subject to the terms and conditions of the Agreement. Capitalized terms that are 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, or otherwise 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 acknowledges that in relation to Personal Data supplied and/or processed under the Agreement it acts as Controller and it warrants that it will duly observe all of its obligations under all applicable laws and regulations of the European Union, the European Economic Area and their member states regarding the processing of Personal Data (collectively referred to as “Data Protection Laws”) including, without limitation, obtaining and maintaining all necessary notifications and obtaining and maintaining all necessary Data Subject Consents. Customer shall (i) have sole responsibility for the accuracy, quality, integrity, legality and reliability of Personal Data and of the means by which it acquired Personal Data, (ii) ensure that data processing instructions given to PersonalityWise comply with applicable Data Protection Laws, and (iii) comply with all applicable Data Protection Laws in collecting, compiling, storing, accessing and using Personal Data in connection with the Subscription Service. For the purposes of this Data Security Guide, “Personal Data”, “Controller”, “Data Subject” and “Data Subject Consent” shall have the meaning given to these terms in Directive 95/46/EC. For clarity, “process” or “processing” means any operation or set of operations performed upon Customer Data.
PersonalityWise as Data Processor. PersonalityWise shall process or otherwise use Personal 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 those instructions which PersonalityWise can reasonably carry out in the provision of the 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 such Personal Data. PersonalityWise shall, to the extent legally permitted, promptly notify Customer with respect to any request or communication PersonalityWise receives from any regulatory authority in relation to any data processing activities 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 as part 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.
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.
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@personalitywise.ai.
b. Safeguards. PersonalityWise shall maintain appropriate technical and organizational safeguards commensurate with the sensitivity of the Customer Data and Personal Data processed by it on Customer’s behalf, which are designed to protect the security, confidentiality, and integrity of such Customer Data and Personal Data and protect such Customer Data and Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (“Information Security Controls for PersonalityWise Systems”).
c. Access; Contacts. With respect to employees, agents, and subcontractors, PersonalityWise shall limit access to Customer Data and Personal Data to only those employees, agents, and subcontractors who have a need to access the Customer Data and/or Personal Data in order to carry out their roles as contemplated in the terms of this Agreement. PersonalityWise shall assign and train personnel who shall: (i) liaise with customers regarding any issues concerning the 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 Security Breach response and remedial action.
While providing the Subscription Service, PersonalityWise shall maintain a written information security program of policies, procedures and controls (“Security Program”) governing the processing, storage, transmission and security of Customer Data. The Security Program includes industry standard practices designed to protect Customer Data from unauthorized access, acquisition, use, disclosure, or destruction. PersonalityWise may periodically review and update the Security Program to address new and evolving security technologies, changes to industry standard practices, and changing security threats, provided that any such update does not materially reduce the commitments, protections or overall level of service provided to Customer as described herein.
The Security Program shall include the following physical, technical and administrative measures designed to protect Customer Data from unauthorized access, acquisition, use, disclosure, or destruction:
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 before disposition of media; (ii) secure safe for storing damaged hard disks prior to physical destruction; and (iii) physical destruction of all decommissioned hard disks storing Customer Data.
Technical Security Measures
Access Administration. Access to the Subscription Service by PersonalityWise employees and contractors is protected by authentication and authorization mechanisms. User authentication is required to gain access to production and sub-production systems. Access privileges are based on job requirements and are revoked upon termination of employment or consulting relationship. Production infrastructure includes appropriate user account and password controls (for example, the required use of virtual private network connections, complex passwords with expiration dates, and a two-factored authenticated connection) and is accessible for administration.
Firewall System. An industry-standard firewall is installed and managed to protect PersonalityWise systems by residing on the network to inspect 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 to platform, applications and production infrastructure are evaluated to minimize risk and are implemented following PersonalityWise’s standard operating procedure.
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, represents and warrants that: (i) to the extent required under any applicable law, it has authorized PersonalityWise to access the Systems and process and transmit data through the Subscription Service in accordance with this Agreement and as necessary to provide and perform the Subscription Service, (ii) it has a lawful basis in having PersonalityWise process the Customer Data and the Personal Data; (iii) that it is and will at all relevant times remain duly and effectively authorized to instruct PersonalityWise to carry out the Subscription Services, and (iv) it has made all necessary disclosures, obtained all necessary consents and government authorizations required under applicable law to permit the processing and international transfer of Customer Data and Customer Personal Data 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@personalitywise.ai
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.
