Terms of Service
Last Updated: September 12, 2025
PLEASE READ THIS TERMS OF SERVICE ("TOS") CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY OLEANDER DEV, INC. ("OLEANDER"). BY ACCEPTING THIS TOS, CLICKING A BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER FORM THAT REFERENCES THIS TOS OR OTHERWISE USING OLEANDER'S SERVICES, YOU ("CUSTOMER") AGREE TO BE BOUND BY THIS TOS (TOGETHER WITH OLEANDER'S PRIVACY POLICY AS MAY BE UPDATED OR AMENDED FROM TIME TO TIME, WHICH IS HEREBY INCORPORATED BY REFERENCE, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS EXCEPT THOSE OTHER TERMS EXECUTED BETWEEN CUSTOMER AND PARTNER (DEFINED BELOW) SOLELY TO THE EXTENT RELATED TO THIS AGREEMENT AND IN THE EVENT OF A CONFLICT BETWEEN SUCH OTHER TERMS WITH PARTNER AND THE TERMS OF THIS AGREEMENT, THIS AGREEMENT'S TERMS SHALL GOVERN. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF CUSTOMER DOES NOT AGREE TO ALL OF THIS AGREEMENT, CUSTOMER SHALL NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" AS USED HEREIN SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH LEGAL AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, CUSTOMER AGREES THAT DISPUTES BETWEEN CUSTOMER AND OLEANDER WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND CUSTOMER WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Order Forms
This Agreement may be implemented through one or more mutually executed order forms for the Services signed by Oleander or the agents of a third-party partner offering access and use of the Services (as defined below) authorized by Oleander to enter into a written agreement with Customer with respect to the Services (as defined below) ("Partner") and Customer, each of which will incorporate or are governed by the terms and conditions of the Agreement and be deemed to be a part of this Agreement (each, an "Order Form").
2. Services
Subject to Customer's compliance with this Agreement, Oleander grants Customer a nonexclusive, revocable, limited, nonsublicensable, nontransferable right and license to access and use Oleander's website(s), products, services, software and applications (the "Services") during the term of this Agreement for the internal business purposes of Customer, only as provided herein and only in accordance with Oleander's applicable official user documentation for the Services. Customer shall be responsible for the acts or omissions of any person who accesses the Services using the access procedures provided to or created by Customer.
3. Updates; Modifications
From time to time, Oleander may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to the terms of this Agreement; provided that, Oleander shall have no obligation under this Agreement or otherwise to provide any such Updates. Oleander reserves the right to modify, discontinue, or cease supporting old versions or releases of the Services at any time in its sole discretion; provided that, in each case, Oleander shall use commercially reasonable efforts to give Customer reasonable prior notice of such change.
4. Ownership; Feedback
As between the parties, Oleander retains all right, title, and interest in and to the Services and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Oleander for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. All suggestions, comments, input, information or other feedback provided by Customer to Oleander hereunder (collectively, "Feedback"), will be the property of Oleander and Customer shall and hereby does assign any rights in such Feedback to Oleander. Customer agrees to assist Oleander in obtaining intellectual property protection for such Feedback, as Oleander may reasonably request. Nothing in this Agreement will impair Oleander's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
5. Customer Data; Aggregate Anonymous Data
For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer in the course of using the Services. Notwithstanding anything to the contrary, Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer hereby grants to Oleander a worldwide, non-exclusive, royalty-free license during the term of this Agreement to use, copy, access, process, reproduce, perform, display, modify, distribute, transmit, operate, maintain and prepare derivative works of Customer Data for the purposes of: (i) providing the Services to Customer; and (ii) generating Aggregated Anonymous Data (as defined below) which Oleander may then use for any of Oleander's business purposes including, without limitation, for purposes of developing, training, enhancing, supplementing, benefiting, improving, testing, operating, promoting and marketing Oleander's products and services. "Aggregated Anonymous Data" means data submitted to, collected by, or generated by Oleander in connection with Customer's use of the Services, but only disclosed in aggregate, anonymized form which can in no way be linked specifically to Customer. For clarity, Aggregated Anonymous Data is not Customer Data.
6. Fees
Customer shall pay all applicable fees for access and use of the Services ("Fees") as set forth on an Order Form. The parties acknowledge and agree that payment(s) for the Services governed by an Order Form or other written agreement mutually executed between Customer and a Partner related to access and use of the Services (each, a "Partner Order Form"), or ask otherwise agreed to between Oleander and a Partner, shall satisfy any payment obligations hereunder. Except as expressly set forth in this Agreement, the Fees payable directly to Oleander are non-refundable and not subject to set-off.
7. Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) sell or re-sell the Services to a third party; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (iii) modify, translate, or create derivative works based on the Services; (iv) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application, service, product or other offering that is competitive with any Oleander product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (viii) bypass any measures Oleander may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).
8. Third Party Services
Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"), including, without limitation, those provided by Partner or through integrations or connectors to such Third Party Services that are provided by Oleander. Oleander is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Oleander does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions.
9. Term and Termination
This Agreement shall commence on the date that Customer accepts this Agreement or first uses the Services, whichever comes first, and shall continue until terminated by either party at any time. Upon termination of this Agreement, Customer's access to the Services shall immediately cease and all licenses granted to Customer hereunder shall immediately terminate. All terms of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations (if applicable), ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Representations and Warranties
Customer represents, warrants and covenants to Oleander that: (i) solely to the extent that Customer is accepting this Agreement as a legal entity, that it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iv) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; (v) it shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws); and (vi) it shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.
11. Confidentiality
Each party agrees that the business, technical and financial information, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors ("Confidential Information"). Confidential Information does not include information that: (i) is previously rightfully known to the receiving party without restriction on disclosure; (ii) is or becomes known to the general public, through no act or omission on the part of the receiving party; (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; or (iv) is independently developed by the receiving party. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees, consultants, and independent contractors. Upon the disclosing party's request, all of the Confidential Information (including any copies) will be returned to the disclosing party, and the receiving party will make no further use of such materials. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. The parties acknowledge and agree that there can be no adequate remedy at law for any breach of such party's obligations under this Section 11, which breach may result in irreparable harm to the non-breaching party, and therefore, that upon any such breach or any threat thereof, the non-breaching party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.
12. Indemnification
Customer shall defend, indemnify, and hold harmless Oleander its affiliates and each of the foregoing entities' employees, agents, partners, contractors, directors, suppliers and representatives ("Agents") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) that arise from or relate to (i) Customer's use of the Services; (ii) Customer's violation of this Agreement; (iii) Customer's violation of any applicable law, rule or regulation; (iv) Customer's violation of any other party's rights, including without limitation any privacy or intellectual property rights (including any claim of infringement or misappropriation of third-party intellectual property or proprietary rights relating to Customer's use of the Services); or (v) the Customer Data (except to the extent such claim would not have arisen but for Oleander's use of the Customer Data in a manner in breach hereunder).
13. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL RELATED INFORMATION, RECOMMENDATIONS, TECHNOLOGY, AND SERVICES PROVIDED BY OR ON BEHALF OF OLEANDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, OLEANDER DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SERVICES WILL MEET CUSTOMER'S NEEDS OR EXPECTATIONS, OR THAT DATA WILL NOT BE LOST, OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14. Limitation of Liability
IN NO EVENT SHALL EITHER OLEANDER, ITS AFFILIATES AND EACH OF THE FOREGOING ENTITIES' EMPLOYEES, AGENTS, CONTRACTORS, DIRECTORS, SUPPLIERS OR REPRESENTATIVES, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY CUSTOMER TO OLEANDER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
15. Arbitration Agreement
Please read the following ARBITRATION AGREEMENT carefully because it requires Customer to arbitrate certain disputes and claims with Oleander and limits the manner in which Customer can seek relief from Oleander. Customer and Oleander acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, Oleander's Agents are third-party beneficiaries of this Agreement, and that upon Customer's acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as the third-party beneficiary hereof.
a. Arbitration Rules; Applicability of Arbitration Agreement
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
b. Costs of Arbitration
The Rules will govern payment of all arbitration fees. Oleander will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Oleander will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that Customer's claim is frivolous.
c. Small Claims Court; Infringement
Either Customer or Oleander may assert claims, if they qualify, in small claims court in San Francisco County, California or any United States county where Customer lives, works or operates. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
d. Waiver of Jury Trial
CUSTOMER AND OLEANDER WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. Customer and Oleander are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between Customer and Oleander over whether to vacate or enforce an arbitration award, CUSTOMER AND OLEANDER WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
e. Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Customer nor Oleander is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
f. Opt-out
Customer has the right to opt out of the provisions of this Section by sending written notice of Customer's decision to opt out to the following address: 1477 46th Avenue San Francisco, CA 94122 postmarked within thirty (30) days of first accepting this Agreement. Customer must include (i) Customer's name (or entity name, as applicable) and residence address, (ii) the email address and/or telephone number associated with Customer's account, and (iii) a clear statement that Customer wants to opt out of this Agreement's Arbitration Agreement.
g. Exclusive Venue
If Customer sends the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either Customer or Oleander to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both Customer and Oleander agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or the federal district in which that county falls.
h. Severability
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of Customer's relationship with Oleander.
16. Miscellaneous
This Agreement represents the entire agreement between Customer and Oleander with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Oleander with respect thereto. Oleander reserves the right to amend, modify or change this Agreement at any time and will use commercially reasonable efforts to notify Customer of the same. If Customer uses the Services in any way after such changes are effective, then the Customer will be deemed to have agreed to all of the changes. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail. Customer hereby grants Oleander a non-exclusive license to include Customer's name and standard logo within lists of customers utilizing Company's services including, without limitation, on Company's public-facing website and in the Company's other business, marketing and promotional materials. Oleander shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Oleander's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer may not assign any of its rights or obligations hereunder without Oleander's consent. Oleander may freely transfer, assign or delegate this Agreement and its rights and obligations thereunder without consent. Any purported transfer or assignment in violation of the foregoing is void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Subject to Section 15(b), in any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.