Commercial Terms of Service
Effective January 5, 2026
Welcome to Olis! The very first ambient memory layer that runs privately inside your company’s environment. The following Commercial Terms of Service (“Terms”) are an agreement between Olis AI, LLC (“Olis,” “we,” “our”) and you or the organization, company, or other entity you represent (“Customer”). These Terms govern Customer’s access to and use of Olis’s enterprise software and related services that reference these Terms, including our websites, browser extensions, applications, APIs (if any), documentation, and support services (collectively, the “Services”).
These Terms are effective on the earlier of (i) the date Customer first electronically accepts these Terms, and (ii) the date Customer first accesses or uses the Services (the “Effective Date”).
Authority. You may not accept these Terms on behalf of an organization unless you have legal authority to bind that organization.
Enterprise-only. The Services are offered for commercial/enterprise use, not for consumer or personal use.
Order of precedence. If Customer enters an order form, statement of work, MSA, or other written agreement with Olis (“Order Form”), then (1) the Order Form controls over these Terms for any conflict, (2) the DPA controls over both for data processing conflicts, and (3) these Terms control for all other issues.
Services
Overview. Subject to these Terms and any applicable Order Form, Olis grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term for Customer’s internal business purposes and, where applicable, to enable Customer’s authorized personnel and contractors to use the Services (“Users”).
Deployment Model (Private-Deployment SaaS). Olis is designed to operate as a private-deployment SaaS service for enterprises. In general:
Customer connects the Services to Customer-authorized systems (e.g., Microsoft 365, Google Workspace, Slack, SharePoint, Confluence, ServiceNow) via admin-configured integrations.
The Services respect Customer’s existing identity, permissions, and access controls; Olis does not create or grant new access rights to Customer Content.
No liability for Third-Party Services and Integrations. Customer may choose to enable third-party services, connectors, or features that interoperate with the Services (“Third-Party Services”). Third-Party Services are not controlled by Olis. Customer’s use of Third-Party Services is governed by the third party’s terms, and Olis is not responsible for Third-Party Services. Olis has no responsibility for Third-Party Services, including outages, data handling, outputs, security incidents, or changes to third-party APIs.
Changes to Services. We may update the Services from time to time (e.g., features, UI, security improvements). We will not materially reduce core functionality during an active subscription without reasonable notice, except for changes required for security, legal compliance, or to prevent abuse. We do not guarantee any specific availability, uptime, or uninterrupted operation unless expressly stated in an Order Form.
Feedback. If Customer provides feedback, suggestions, or ideas about the Services (“Feedback”), Customer grants Olis a non-exclusive, worldwide, perpetual, irrevocable, sublicensable license to use and incorporate Feedback without restriction or obligation.
Customer Content
Definitions
“Inputs” means data submitted to the Services by Customer or Users, including queries, prompts, and referenced materials.
“Outputs” means results generated or displayed by the Services in response to Inputs.
“Customer Content” means Inputs and Outputs, plus any documents, files, messages, metadata, or other information the Services process at Customer’s direction through enabled integrations.
Ownership. As between the parties, Customer retains all rights in Customer Content. To the extent Olis obtains any rights in Outputs by operation of law, Olis assigns those rights to Customer.
License to Operate the Services. Customer grants Olis and its authorized sub-processors a limited license to process Customer Content solely to provide, secure, maintain, and support the Services in accordance with these Terms, the applicable Order Form, and the DPA (defined below).
No Model Training on Customer Content (Default). Olis will not use Customer Content to train Olis models or third-party AI models by default. Any training, fine-tuning, or similar use of Customer Content requires Customer’s explicit written opt-in in an Order Form, the DPA, or a separate signed agreement.
Responsibility for Customer Content. Customer represents and warrants that it has all rights, permissions, and lawful bases necessary to provide Customer Content to the Services and to authorize Olis to process it under these Terms. Customer is solely responsible for (i) the legality of Customer Content, (ii) obtaining necessary rights and consents, and (iii) configuring systems, scopes, permissions, and retention.
Service Data and Telemetry
Service Data. The Services generate and process limited operational data necessary to run and secure the Services, such as: license state, feature flags, system health metrics, performance counters, error logs, audit events, and access-control decisions (“Service Data”).
Service Data does not include Customer Content, but may include identifiers (e.g., user IDs) necessary for authentication, authorization, and auditing. Where feasible, Service Data may be de-identified or pseudonymized.
Use of Service Data. Olis may use Service Data to:
provide and maintain the Services,
monitor reliability and performance,
prevent abuse and maintain security,
fulfill legal obligations, and
improve operational safety and resilience.
Data Privacy
Data Processing Addendum. To the extent the Services process personal data subject to applicable privacy laws (e.g., GDPR/UK GDPR), the Olis Data Processing Addendum (“DPA”) governs such processing and is incorporated by reference. In the event of a conflict between these Terms and the DPA regarding personal data processing, the DPA controls.
Roles. For enterprise deployments:
Customer (or Customer’s Organization) is the controller/business of Customer Content.
Olis is the processor/service provider for Customer Content, acting on Customer’s documented instructions.
For marketing site data and certain support interactions, Olis may act as controller/business as described in our Privacy Policy.
Trust & Safety; Restrictions
Compliance. Each party will comply with laws applicable to its performance under these Terms. Customer is responsible for ensuring its use of the Services complies with applicable laws, including privacy, export, and sector-specific requirements.
Acceptable Use. Customer and Users may not:
use the Services to violate laws or third-party rights;
attempt to gain unauthorized access to the Services or related systems;
interfere with or disrupt the Services;
probe, scan, or test vulnerabilities except as expressly permitted in writing;
submit malware or malicious code;
use the Services to develop or train competing models or services, except as expressly authorized in writing;
reverse engineer, decompile, or attempt to extract source code except to the extent prohibited by law;
resell, rent, or time-share the Services unless expressly authorized in an Order Form.
Output Limitations; Human Judgment. Customer acknowledges that Outputs may be incorrect, incomplete, or misleading. Customer is responsible for evaluating Outputs for its use case, including implementing human review where appropriate, especially for high-stakes decisions. Outputs are provided for informational purposes and are not legal, medical, financial, safety, or other professional advice.
No Reliance; Customer Decision Responsibility. Customer acknowledges and agrees that it will not rely on Outputs as a source of truth without independent verification. Customer is solely responsible for all decisions, actions, and omissions taken based on Outputs, including compliance, employment actions, procurement, patient care, safety, and any regulated decisions.
High-Risk Use Controls. Customer is responsible for implementing appropriate human review, controls, and safeguards before using Outputs in any high-risk or regulated context, including where errors could cause harm or legal exposure.
Account Security. Customer is responsible for activities conducted under its accounts and for maintaining appropriate access controls (e.g., SSO, RBAC). Customer will promptly notify Olis of suspected compromise.
Confidentiality
Confidential Information. “Confidential Information” means information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is Customer’s Confidential Information.
Obligations. Recipient will:
use Confidential Information only to perform under these Terms,
restrict access to personnel and advisors with a need to know and confidentiality obligations,
protect Confidential Information using at least reasonable care.
Exclusions. Confidential Information does not include information that is: (a) public through no fault of Recipient; (b) independently developed without use of Confidential Information; or (c) rightfully obtained from a third party without breach.
Required Disclosure. Recipient may disclose Confidential Information if legally required, and will (where permitted) give prompt notice and cooperate to limit disclosure.
Intellectual Property
Except as expressly stated, these Terms do not grant either party any rights to the other party’s patents, copyrights, trademarks, or other IP. Olis retains all rights in the Services, including all software, models, workflows, and documentation, and all improvements thereto.
Publicity
Olis may list Customer name/logo as a customer unless Customer opts out in writing. Any case study requires mutual written approval.
Fees, Billing, and Taxes
Fees. Customer will pay fees as set forth in the applicable order form, statement of work, or subscription agreement (each, an “Order Form”). Except as expressly stated in an Order Form, fees are non-cancellable and non-refundable.
Billing and Payment. Invoices are due per the payment terms in the Order Form. Failure to pay may result in suspension or termination per Section J.
Taxes. Fees exclude taxes. Customer is responsible for applicable taxes and duties, except taxes on Olis’s net income. If withholding is required by law, Customer will gross up payments so Olis receives the intended amount, unless prohibited.
Suspension; Termination
Term. These Terms begin on the Effective Date and continue until expiration or termination (the “Term”).
Suspension. Olis may suspend access to the Services immediately if:
Customer materially breaches these Terms (including Section 5 and 12),
Customer use materially increases operational or legal risk,
Customer’s use poses a security risk to the Services or others,
required by law, or
fees are overdue.
Where feasible, Olis will provide notice and reinstate access after the issue is cured.
Termination. Olis may terminate for convenience with 30 days’ notice (unless prohibited by an Order Form).
Effect of Termination. Upon termination, Customer’s right to access the Services ceases. Sections that by their nature should survive will survive, including Confidentiality, IP, Fees owed, Disclaimers, Limits of Liability, and Disputes.
Indemnification
Olis IP Indemnity. Olis will defend Customer from third-party claims alleging that Customer’s authorized use of the Services infringes a third-party copyright or trademark, and pay final damages/settlements approved by Olis.
Exclusions. No obligation to the extent a claim arises from: Customer Content; Customer configuration; Third-Party Services; combination with non-Olis products; modifications; unauthorized use; or use in violation of these Terms.
Cure options. Olis may (a) modify the Services, (b) replace functionality, (c) procure rights to continue, or (d) terminate the affected Services and refund prepaid unused fees for that portion. This is Customer’s exclusive remedy for IP claims.
Customer Indemnity. Customer will defend and indemnify Olis from claims arising from: (i) Customer Content; (ii) Customer’s or Users’ use of Outputs; (iii) Customer’s configurations, permissions, or access controls; (iv) Customer’s violation of law; (v) disputes with Customer’s employees/contractors/end users; and (vi) Customer’s use of Third-Party Services in connection with the Services.
Process. Prompt notice; cooperation; indemnifying party controls defense; no admission of liability without consent.
Warranties; Disclaimers; Limitations of Liability
Mutual Warranties. Each party represents it has authority to enter into these Terms.
Disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OLIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OLIS DOES NOT WARRANT THAT OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR SECURE.
Security Incidents; Data Loss; Customer Controls. Customer acknowledges that security incidents and data loss can occur despite safeguards. Olis is not responsible for incidents caused by: Customer systems, misconfiguration, compromised credentials, Third-Party Services, malware, or Customer’s failure to maintain appropriate security controls. Customer is responsible for maintaining appropriate backups and security hygiene for its systems and content.
These limits do not apply to amounts owed under Fees, or to a party’s indemnification obligations, or to liability that cannot be limited by law.
Exclusion of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO OLIS FOR THE SERVICES IN THE 3 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions to Cap.
The limitations in this Section L do not apply to (i) Customer’s payment obligations, or (ii) a party’s liability that cannot be limited by law (e.g., fraud or willful misconduct).
Indemnity exposure limited. To the extent permitted by law, Olis’s indemnity obligations under Section K.1 are subject to the liability cap in Section L.5.
Exclusive Remedies. Customer’s exclusive remedies for any failure of the Services are limited to the remedies expressly stated in these Terms (including suspension, termination, and any refund expressly provided herein).
Allocation of Risk. The parties agree the limitations and disclaimers are an essential basis of the bargain and apply regardless of theory of liability.
Disputes; Governing Law
Informal Resolution. Before filing a claim, a party must provide written notice describing the dispute and allow 45 days to attempt resolution.
Claim Limitation Period. Any claim arising out of or related to these Terms must be brought within 12 months after the events giving rise to the claim, or it is permanently barred, to the maximum extent permitted by law.
Mandatory Individual Arbitration. Except for injunctive relief to protect IP or Confidential Information, any dispute will be resolved by final, binding individual arbitration.
No class/representative actions. Customer and Olis waive the right to bring or participate in any class, collective, representative, or consolidated proceeding to the maximum extent permitted by law.
No joinder/consolidation. Arbitrations may not be joined or consolidated without Olis’s consent.
Arbitration Seat; Rules.
EEA/UK/Switzerland customers: Dublin, Ireland under UNCITRAL rules, one arbitrator.
All other customers: San Francisco, California under JAMS Comprehensive Rules, one arbitrator.
Judgment may be entered in any court with jurisdiction.
Injunctive Relief. Either party may seek injunctive relief for IP or Confidential Information protection without waiving arbitration.
Governing Law
EEA/UK/Switzerland: Ireland law.
All other Customers: California law, excluding conflict-of-law rules.
Miscellaneous
Notices. Notices must be in writing and delivered to the notice addresses in the Order Form or as otherwise designated.
Assignment. Neither party may assign these Terms without the other party’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
Force Majeure. Neither party is liable for failure or delay due to events beyond reasonable control.
Entire Agreement. These Terms, the Order Form(s), the DPA, and incorporated policies are the entire agreement and supersede prior agreements regarding the Services.
Severability. If any provision is unenforceable, the remainder remains in effect.
