These additional terms for existing Prelude customers subscribing to the Origin endpoint security solution (the “Additional Terms”) supplements and modifies the master subscription terms (or similar governing terms) entered into between Prelude Research, Inc. (d/b/a Origin Technology) and the Customer defined in the Sales Order to which these Additional Terms are referenced (the “MSA”) and are entered into as of the date of last signature on such Sales Order. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the MSA. In the event of any conflict or inconsistency between these Additional Terms and the MSA or any Sales Order, the terms of these Additional Terms shall control to the extent of the conflict or inconsistency.
1. Scope of Services
The definition of Services under the MSA is hereby expanded to include the Origin offering, a fully featured next-generation endpoint security agent and SaaS management console, including Observability Agent Software. For the purpose of these Additional Terms, “Observability Agent Software” shall mean the Origin proprietary software agent that is installed or deployed on Customer or Affiliate-owned or controlled endpoints, servers, virtual machines, containers or network devices, as applicable, and that (i) interfaces with or reports to the Services; (ii) performs local functions including, without limitation, data collection, threat detection, event or behavioral monitoring, log forwarding, and security telemetry transmission; and (iii) operates continuously or periodically in the background of Customer or Affiliate systems. Observability Agent Software includes all updates, upgrades, patches and new versions thereof provided by Origin from time to time.
2. Customer Restrictions and Responsibilities
Notwithstanding anything to the contrary in the MSA, the following additional Customer restrictions and responsibilities shall apply to the Services:
1) Customer shall not (i) deploy the Observability Agent Software on any systems not owned or controlled by Customer or its Affiliates; (ii) circumvent, disable, tamper with, modify or interfere with any security, access control, telemetry or licensing feature of the Services or Observability Agent Software without Origin’s prior written consent; (iii) use the Services or Observability Agent Software to conduct or facilitate any unauthorized access, penetration testing or security assessments of third party systems without explicit written authorization from such third party; or (vi) use any output, findings, alert or data generated by the Services or Observability Agent Software to develop, train or improve any competing product or service;
2) Customer is fully responsible for: (i) the installation, configuration, and operation of the Observability Agent Software on Customer and Affiliate systems in accordance with Origin’s documentation and security guidelines; (ii) ensuring the Observability Agent Software is deployed only on Customer or Affiliate-owned or controlled endpoints, servers and network devices; and (iii) maintaining the integrity of the Observability Agent Software by promptly notifying Origin of any unauthorized access, tampering, suspected compromise or security incident involving the Services or Observability Agent Software.
3. Usage Restrictions
Fees set out in the Sales Order are based on reasonable and anticipated use of the Services. Origin reserves the right to review usage periodically and, upon reasonable notice to Customer, charge additional fees where actual usage materially exceeds baseline usage assumed for the applicable pricing tier. Origin shall notify Customer in writing prior to applying any such additional charges, and the parties agree to negotiate in good faith to resolve any dispute arising from such determination.
4. Complimentary Services
Warranties, availability and service support granted under the MSA, including Section 1.5 warranties, shall not extend to Services that are offered on a complimentary basis.
5. Excluding Warranties
The following disclaimer of warranties shall be applicable to the Services:
EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN THE MSA OR IN A SALES ORDER, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PROFESSIONAL SERVICES AND ANY GUIDANCE, RECOMMENDATIONS OR FLAGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS AND ORIGIN DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF OR UPDATES TO THE SERVICES AND PROFESSIONAL SERVICES. ORIGIN DOES NOT WARRANT THAT (I) THE SERVICES WILL DETECT, PREVENT OR REMEDIATE ALL SECURITY THREATS, VULNERABILITIES, ATTACKS OR IRREGULAR BEHAVIORS; OR (II) THAT ANY FLAGGED THREATS, VULNERABILITIES, ATTACKS OR IRREGULAR BEHAVIORS ARE AN ACTUAL THREAT, VULNERABILITY, ATTACK OR ATYPICAL BEHAVIOR; OR (III) THAT ANY SUCH FLAGGED EVENTS ARE ACCURATE, CORRECT, COMPLETE OR CURRENT. FLAGGED EVENTS, AND THE CONTENT THEREOF, SHALL NOT BE RELIED UPON AS LEGAL OR PROFESSIONAL ADVICE. FURTHER, CUSTOMER ACKNOLWEDGES THAT THE SERVICES ARE COMPLEX, AND THAT THERE ARE NO WARRANTIES HEREUNDER OR IN THE MSA THAT THE SERVICES WILL NOT INTRODUCE DEFECTS, ERRORS, BUGS OR OTHER SIMILAR ISSUES INTO CUSTOMER’S SYSTEMS OR ENVRIONMENT. ORIGIN DOES NOT WARRANT ANY NON-ORIGIN SERVICES OR THIRD PARTY SERVICES COMPLIES WITH APPLICABLE LAWS OR CUSTOMER’S REGULATORY REQUIREMENTS, THAT THEY ARE ACCURATE OR CURRENT, OR THAT THEY ARE EFFECTIVE TO ACCOMPLISH THEIR APPARENT PURPOSE AND ACCORDINGLY, ARE USED BY CUSTOMER AT CUSTOMER’S OWN RISK.
6. Customer Indemnities
In addition to the indemnification obligations under Section 8 of the MSA, Customer shall indemnify and hold Origin harmless against any Losses based on, arising out of, or otherwise in connection with: (i) Customer’s deployment, configuration or operation of the Observability Agent Software on Customer or Affiliates’ systems, endpoints or networks that is (a) not in accordance with Origin’s documentation or security requirements or not in compliance with applicable Law; or (b) attributable to Customer or its Affiliates’ misconfiguration or failure to maintain Observability Agent Software; (ii) from Customer or Affiliates’ employees, contractors or end users arising from the installation or operation of the Observability Agent Software on their devices; or (iii) in respect of Customer or Affiliates’ integration of the Services with third-party systems, applications, APIs or services not authorized or certified by Origin, including any resulting security vulnerabilities, data exposure or system failures; (vii) any actions taken by Customer or Affiliate in connection with an actual or suspected security incident, including remediation steps or system modifications that are not recommended or authorized by Origin, to the extent such actions cause harm to third parties and derivate from Origin’s guidance.
7. Limitation of Liability
Subject to Section 9.1, and notwithstanding Section 9.2 of the MSA, Origin’s aggregate indemnification obligations under the MSA and Sales Order shall not exceed US$5,000,000.
8. Logo Usage
Notwithstanding anything to the contrary in the MSA, Customer consents to Origin referencing Customer as a customer of Origin and use of Customer’s name and logo including in marketing materials, website content, case studies, social media and investor materials. Customer may withdraw this consent upon 30 days’ written notice, after which Origin shall remove references to Customer from new materials and programs on a reasonable-efforts basis.
9. Acknowledgment of Sub-processor Updates
Origin’s current list of sub-processors of the Services are available at https://www.originhq.com/legal/sub-processor-list.
10. General Provisions
Entire Agreement. These Additional Terms, together with the MSA and all applicable Sales Orders constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.
Amendment. No amendment or modification of these Additional Terms shall be effective unless made in writing and duly executed by authorized representatives of both parties.
Severability. If any provision of these Additional Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No Waiver.A Party’s failure to enforce any provision of these Additional Terms shall not be construed as a waiver of its right to do so in the future.
Governing Law. These Additional Terms shall be governed by and construed in accordance with the governing law provisions of the MSA.
Last Updated April 2026