These Origin Service Terms, together with any exhibits or schedules attached (the “Terms”) govern Your, and any company or entity that you are acting for (“You” or “Your”) access, installation and use of the following Prelude Research, Inc. (d/b/a Origin Technology) (“Origin”) or affiliate services: (i) Origin endpoint Observability Agents and SaaS management console; (ii) any other services that Origin expressly declares to be governed by these Terms; and (iii) related professional services (collectively, the “Services”), unless You have another valid agreement between you and Origin in respect of the Services. For the purpose of these Terms, “Observability Agents” shall mean the Origin proprietary software agent that is installed or deployed on Your 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 Your systems. Observability Agent Software includes all updates, upgrades, patches and new versions provided by Origin from time to time.
By executing a sales order, statement of work or similar document that references these terms (a “Sales Order”, and together with these terms, the “Agreement”), or by clicking an “I Accept” (or similar) button, or by downloading, installing, accessing or using the Services (including any Observability Agents), you agree to be bound by and comply with these terms as of the earlier of (a) the date of the first such Sales Order and (b) the date you first download, install, access or use the Services (the “Effective Date”). The parties may enter into additional Sales Orders from time to time during the Term (as defined below). If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind the entity to these terms. If you do not have this authority, or if you do not agree to or are able to comply with these terms, you may not access, install or use the Services.
1. Provision of Services and License Grant
1.1 Ownership
Origin owns the Services, including all modifications and improvements and derivative works arising from or relating to the Services. Origin shall make the Services available to You and your authorized employees, officers, and individual contractors acting on Your behalf and bound by written obligations of confidentiality and use no less protective than these Terms (“Users”) in accordance with the Agreement. Any products or services provided to You prior to the execution of any Sales Order remain the sole property and confidential information of Origin and shall be governed by the terms of this Agreement.
1.2 Service & Support Terms
Origin shall make the Services available pursuant to the Service Level Standards incorporated by reference and available at http://www.originhq.com/legal/SLA, except as otherwise provided for in a Sales Order. Origin provides technical support to all Users through certain channels made available to customers and electronic mail at support@originhq.com. Support is available on weekdays during the hours of 9:00 am through 8:00 pm Eastern time, with the exclusion of U.S. federal holidays.
1.3 Data Processing Agreement
The parties agree to and abide by the provisions of the Data Processing Agreement (“DPA”) which is incorporated by reference and available at http://www.originhq.com/legal/dpa, as updated from time to time.
1.4 Updates to Services
During the Term of this Agreement, Origin may make updates or modifications to the Services and their features or functionality, provided that the changes do not materially diminish the Services, except as required to (i) comply with applicable law, (ii) address a security vulnerability or other security risk, (iii) reflect changes by a third-party service or model provider, or (iv) discontinue a beta or preview feature. Your access to new products and features may require additional Sales Orders, to the extent such products or features are not within the scope of the applicable Sales Order(s).
1.5 License Grant
Subject to and conditioned on payment of fees due under the Agreement and full compliance with all other terms and conditions of the Agreement, Origin hereby grants You and your Users a revocable, worldwide, non-exclusive license during the applicable Order Term (as defined below) to access and use the Services solely for internal business purposes (the “Enterprise License”), subject to any usage or user restrictions set forth in a Sales Order. This Enterprise License granted pursuant to this Section will terminate upon termination of the applicable Order Term.
1.6 Ownership of Data and Materials
Customer Data. As between the parties, You own all data that You deliver to Origin in connection with the Services (“Customer Data”). “Customer Data” does not include, and Origin owns, all (i) data, signals, telemetry, logs, metadata, model and agent traces, detections, alerts, indicators of compromise, behavioral baselines, and security findings generated, derived, observed, or produced by the Services in the course of operating, monitoring, or instrumenting Your environment (“Service Data”), and (ii) Aggregated Data (as defined below).
License to Customer Data. You hereby grant Origin a fully paid, royalty-free, worldwide, non-exclusive, sublicensable (to Origin’s affiliates, sub-processors, and service providers, as applicable) license to host, copy, transmit, display, process, and otherwise use Customer Data to (i) provide, operate, secure, support, and maintain the Services for You; (ii) prevent, detect, and respond to fraud, abuse, security, technical, or operational issues; and (iii) comply with applicable law and Origin’s legal obligations. Origin may further use Customer Data to develop, train, test, tune, benchmark, improve, and enhance the Services, Origin’s machine-learning and artificial intelligence models, and Origin’s other current and future offerings, in each case provided that such use occurs in a de-identified and aggregated form that does not identify You or any individual (“Aggregated Data”). Origin owns all right, title, and interest in and to Aggregated Data and Service Data, and may use, disclose, and commercialize the same for any lawful purpose, including the publication of threat intelligence, benchmarks, and industry research.
Origin IP. As between the parties, Origin and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, the underlying software, agents, sensors, models, algorithms, detections, rules, dashboards, documentation, and all modifications, derivatives, enhancements, and improvements thereof, however arising and whether or not developed in connection with Your use of the Services. No rights are granted to You other than the limited use rights expressly set forth in these Terms.
Feedback. If You provide Origin with any feedback, suggestions, enhancement request, recommendation, or correction regarding the Services (“Feedback”), Origin may use, disclose, reproduce, or otherwise distribute and exploit the Feedback without restriction or any obligation to You or any User provided that the Feedback does not identify You or any User. You hereby grant to Origin a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use and incorporate into the Services any Feedback and exploit such Feedback for Origin’s commercial purposes without compensation to You.
1.7 Non-Origin Applications
Origin may make third-party products or services available for use with the Services, or otherwise require use of third-party products or services, including service or software applications not provided by Origin (“Non-Origin Applications”) which are designed to interoperate with the Services and implementation and other consulting services (the “Non-Origin Services”). If You elect to use an authorized Non-Origin Service with the Services, You hereby grant Origin permission to allow the Non-Origin Service and its providers to access Customer Data as required to interoperate with the Services. Origin is not responsible for any disclosure, modification, deletion of Customer Data resulting from such access by a Non-Origin Service or their providers. To use Non-Origin Applications, You may be required to obtain access to Non-Origin Applications from providers and may be required to grant Origin access to accounts on such Non-Origin Applications. Origin does not guarantee the continued availability of such Service features and interoperability, and may cease providing them without entitling You to any refund, credit or other compensation. You grant to Origin and applicable contractors a worldwide, limited-term license to host, copy, transmit, run and display Non-Origin Applications and program code created by or for You using the Services or for use by You with the Services, as is necessary for Origin to provide the Services in accordance with this Agreement. Such Non-Origin Services must at all times be in compliance with applicable law and not violate the rights of any third-party.
2. Restrictions and Responsibilities
2.1) You may only use the Services as explicitly set forth in this Agreement. You are solely responsible for determining whether the Services are sufficient for Your purposes, including but not limited to, whether the Services satisfy Your legal and/or regulatory requirements.
2.2) You will (a) be responsible for Users’ compliance with this Agreement and Sales Orders, (b) be responsible for the interoperation of any Non-Origin Applications with which You use the Services, including compliance with the terms of service of any Non-Origin Application, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Origin promptly of any such unauthorized access or use, and (d) use the Services only in accordance with this Agreement, the applicable Sales Order, and applicable laws and government regulations.
2.3) In the event You have subscribed under a Sales Order to a Service that leverages artificial intelligence, including Origin’s next-generation endpoint Observability Agents and SaaS management console, the Origin’s AI User Guidelines (available at https://www.originhq.com/legal/ai-terms) shall also govern Your access to and use of such features or functionalities.
2.4) You agree that You and your Users will not: (i) reproduce, modify, distribute, transfer, or make available the Services, or any portion thereof to any third party; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying source code for the Services; (iii) tamper with or modify any data collected by the Services; (iv) create an account for anyone other than the applicable User; (v) use another User’s account; (vi) harass, abuse, or harm another person by use of the Services; (vii) bypass or circumvent any access controls or Services use limits; (viii) remove any proprietary rights notices or other notices contained in the Services; or (ix) publicly publish any performance or benchmark tests or analysis related to the Services, or use thereof, without Origin’s prior written permission; or (x) access or use the Services in order to build a competitive product or service or to benchmark with a non-Origin product or service.
2.5) With respect to the Observability Agent Software, You shall not (i) deploy the Observability Agent Software on any systems not owned or controlled by You; (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 (iv) 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.
2.6) You are fully responsible for: (i) the installation, configuration, and operation of the Observability Agent Software on Your systems in accordance with Origin’s documentation and security guidelines; (ii) ensuring the Observability Agent Software is deployed only on Your 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.
2.7) You have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Customer Data and for the means by which You acquire Customer Data. You represent and warrant to Origin that (i) You have all rights, consents, permissions, notices, and legal authority necessary to provide the Customer Data to Origin under this Agreement, to authorize Origin to process the Customer Data, and to grant the licenses set forth in this Section; (ii) Your provision of Customer Data, and Origin’s processing of it in accordance with this Agreement, will not violate any applicable law or any third party’s rights; and (iii) You will not knowingly provide Origin with any data that is subject to heightened regulatory requirements unless expressly agreed in a Sales Order or DPA.
3. Confidentiality
The parties’ confidentiality obligations shall be as set forth in this confidentiality Section, and these terms supersede any non-disclosure or confidentiality agreement entered into between You and Origin prior to the Effective Date of this Agreement notwithstanding any terms to the contrary in such agreements. Subject to the Provision of Services and License Grant terms above, the recipient of Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in confidence and not disclose to any third party, or use other than as required for the performance of this Agreement, any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party or otherwise permitted by the terms of this Agreement. Notwithstanding the foregoing, the Receiving Party may permit access to Confidential Information to its officers, directors, employees, investors, consultants or agents, including legal counsel (“Representatives”) who have a need to know such information, have been advised of the Receiving Party’s obligations under this Agreement, and are contractually or legally bound by obligations of nondisclosure and nonuse at least as stringent as those contained herein. The failure of any Representative of the Receiving Party to comply with this Agreement shall be considered a breach of this Agreement by the Receiving Party.
As used herein, the “Confidential Information” of a Disclosing Party will mean any and all technical and non-technical information disclosed by such party to the Receiving Party, which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; and (d) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. “Confidential Information” shall not include information that: (a) is or becomes generally known or publicly available through no fault of the Receiving Party; (b) is known by or in the possession of the Receiving Party prior to its disclosure, as evidenced by business records, and is not subject to restriction; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) was developed by employees or agents of the Receiving Party without reference to any Confidential Information of the Disclosing Party.
Receiving Party agrees that its unauthorized disclosure of the Disclosing Party’s Confidential Information may cause irreparable damage to the Disclosing Party and, in addition to all other remedies available at law or in equity, the Disclosing Party will have the right to seek equitable and injunctive relief and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with that unauthorized use. Subject to Section 9, the Receiving Party will be liable under the Agreement to the Disclosing Party for any use or disclosure in violation of this confidentiality Section by the Receiving Party, its affiliates, or their respective personnel, agents, subcontractors, attorneys, accountants, or other advisors.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party (a) gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure, and (b) discloses only that portion of the Confidential Information that is required to be disclosed. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. The Disclosing Party’s Confidential Information will remain confidential regardless of any disclosure as set forth in this Section 3, and the Receiving Party’s obligations with respect to Disclosing Party’s Confidential Information will not be changed or lessened by virtue of those disclosures.
4. Payment of Fees
4.1 Subscriptions
Services are purchased as subscriptions and any added subscriptions during the Term will co-terminate with any underlying subscriptions.
4.2 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 You, charge additional fees where actual usage materially exceeds baseline usage assumed for the applicable pricing tier. Origin shall notify You 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.
4.3 Invoices
You shall pay to Origin fees set forth on each Sales Order. Except as otherwise specified in these Terms or in a Sales Order: (a) the fees set forth in each Sales Order shall be fixed during the Order Term of such Sales Order; (b) except as set forth in Section 5, payment obligations are non-cancelable and fees paid are non-refundable; (c) quantities purchased cannot be decreased during the relevant Order Term; (d) the fees set forth in each Sales Order hereunder will be invoiced as specified in each Sales Order; and (e) if invoicing dates are not specified in a Sales Order, fees will be invoiced upon execution of such Sales Order; and subsequent years’ fees under such Sales Order will be invoiced annually thirty (30) days in advance of each anniversary.
4.4 Payment
Invoiced charges are due net thirty (30) days from the invoice date. You will be responsible for providing complete and accurate billing and contact information to Origin and notifying Origin of any changes to such information. If You believe that Origin has billed incorrectly, You must contact Origin at billing@originhq.com no later than 15 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
4.5 Overdue Charges
If the invoiced amount is thirty (30) or more days overdue, then (a) without limiting Origin’s rights or remedies, those overdue charges shall accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) Origin may, in its sole discretion, suspend Services to You until such amounts are paid in full.
4.6 Taxes
Origin’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases made pursuant to this Agreement. If Origin has the legal obligation to collect or pay Taxes for which You are responsible under this Agreement, Origin shall invoice You and You shall pay that amount unless You can produce a valid Tax exemption certificate authorized by the appropriate taxing authority. For clarity, Origin is solely responsible for Taxes assessable against Origin based on Origin’s income, property and employees.
5. Term and Termination
5.1 Term
These Terms shall be effective as of the Effective Date, and shall continue until the expiration or termination of all Sales Orders hereunder (such time period, the “Term”). Each Sales Order shall remain in effect until the Sales Order Termination Date specified in such Sales Order, or until such Sales Order is earlier terminated pursuant to this termination Section (the term of such Sales Order, the “Order Term”).
5.2 Termination by Origin
Origin may terminate the Agreement or any Sales Order in the event of Your failure: (i) to pay the subscription fees under any Sales Order and such failure is not cured by You within thirty (30) days of notice to You; or (ii) Your material breach of these Terms or the applicable Sales Order and such failure is not cured by You within ten (10) day of notice to You, if curable.
5.3 Termination by You
You may terminate the Agreement or any Sales Order upon written notice to Origin for Origin’s material failure to perform its obligations pursuant to these Terms or the applicable Sales Order and such failure is not cured by Origin within the thirty (30) day notice period, if curable, in which case You shall be entitled to a pro-rata refund on fees paid for the remainder of the unused term.
5.4 Termination for Convenience
Neither Party shall have the right to terminate the Agreement or any Sales Order for convenience during the Term. Termination shall only be permitted in accordance with the termination provisions under this Section.
5.5 Effect of Termination
Upon termination or expiration of this Agreement or any Sales Order, (a) the rights and licenses granted to You under this Agreement or the terminated or expired Sales Orders (as applicable) shall automatically and immediately terminate, (b) Origin shall terminate Your access to the Services provided under the Agreement or applicable Sales Order, (c) You shall immediately cease using the Services, and (d) You shall promptly, and in any event no later than fourteen (14) days after termination or expiration, remove all discontinued Observability Agents or any other installations that were installed on Your devices (if any) during the provision of the Services. Origin shall not be liable for any damages or losses resulting from Your failure to comply with the obligation in this subsection (d). Following termination or expiration of any Sales Order, and at Your written request made within thirty (30) days thereafter, Origin will make available for export, in a commercially reasonable machine-readable format, any then-current Customer Data, after which Origin will delete or anonymize Customer Data within sixty (60) days, subject to (i) ordinary backup cycles, (ii) Origin’s right to retain Customer Data as required by applicable law or legal hold, and (iii) Origin’s ongoing right to use Service Data and Aggregated Data as permitted under Section 2.
5.6 Insolvency
Either party may terminate this Agreement (i) in the case of any voluntary or involuntary filing in bankruptcy, reorganization or receivership or under similar laws for the protection of creditors, by or directed against the other party, which is not withdrawn within thirty (30) days of such filing, (ii) upon the other party’s making an assignment for the benefit of creditors or making a voluntary arrangement with its creditors, (iii) upon the other party’s dissolution or ceasing, or threatening to cease to do business or (iv) if any event occurs, or proceeding is instituted, with respect to the other party that has the equivalent or similar effect to any of the events mentioned in this Section.
5.7 Survival
The provisions of these Terms that by their nature should survive termination shall survive, including without limitation, warranty disclaimers, limitation of liability, confidentiality and governing law.
6. Security Terms
6.1 Security Standards
Origin will implement and maintain an information-security program designed to protect the security, confidentiality, integrity, and availability of Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Origin’s program is aligned with recognized industry standards (including SOC 2) and includes administrative, physical, and technical safeguards appropriate to the nature of the Services and the sensitivity of Customer Data. Copies of Origin’s then-current SOC 2 Type II report are available on reasonable written request, subject to confidentiality. Origin may update the Security Measures from time to time, provided that no update will materially diminish the overall level of protection afforded to Customer Data.
6.2 Security Incidents
Origin will report to You any material security breach or other similar event where there is an actual material loss, theft, unauthorized access, acquisition, use, disclosure, alteration, or destruction of or to Customer Data within Origin’s possession or control, or a significant risk of any of them (a “Security Incident”) promptly following determination by Origin that a Security Incident has occurred and in any event without undue delay and not later than seventy-two (72) hours after Origin’s confirmation of the Security Incident. The initial report will be made to the security contacts designated by You from time to time. You acknowledge that Origin may rely and depend on data center service providers to provide notice to Origin of Security Incidents relating to those data centers.
6.3 Investigation and Mitigation
Origin will investigate the Security Incident and will provide You with detailed information about the Security Incident to the extent reasonably possible and to the extent known. Origin will take reasonable steps within Origin’s systems to mitigate the effects of the Security Incident. Origin will use commercially reasonable efforts to provide You the information for You to fulfil any obligations under applicable laws to notify Your regulators and data subjects of the Security Incident.
7. Representations, Warranties and Disclaimers
7.1) Each party represents and warrants to the other that: (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Agreement, and all necessary authority has been obtained; (ii) it will comply with all laws applicable to it in the performance of its obligations under this Agreement; and (iii) this Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.
7.2) Except for the limited express warranties set forth in this Agreement, the Services (including software, agents, telemetry, detections, model outputs, dashboards, and all related deliverables) are provided “as is” and “as available,” with all faults, and without warranty of any kind. Origin expressly disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including without limitation any warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or any warranties arising from course of dealing, course of performance, or usage of trade. Without limiting the foregoing, Origin makes no warranty, representation, or guarantee that:
- Security outcomes. The Services will detect, prevent, contain, remediate, or otherwise mitigate every cyber threat, intrusion, malicious agent, unauthorized access, data exfiltration, supply-chain compromise, zero-day, lateral movement, or insider event affecting Your environment. You acknowledge that cybersecurity is inherently adversarial and probabilistic, and no security product can guarantee a completely breach-free state.
- Availability and performance. The Services will be uninterrupted, timely, error-free, free of harmful components, or that defects will be corrected, except as expressly stated in any applicable service level agreement.
- AI and model outputs. Any output generated by machine-learning models, large language models, behavioral analytics, autonomous agents, or other AI components, including risk scores, classifications, summaries, recommended actions, root-cause analyses, or automated responses, is probabilistic, may contain errors, omissions, hallucinations, false positives, or false negatives, and is intended as a decision-support signal, not a substitute for human judgment, independent verification, or qualified professional advice. You are solely responsible for reviewing AI-generated output before acting on it.
- Agent and endpoint coverage. The Services will be compatible with, observe, or instrument every AI agent, sub-agent, tool, model endpoint, plugin, container, workload, identity, third-party API, or runtime environment You choose to deploy, particularly those that are unsupported, deprecated, custom-built, jailbroken, or operate outside published integration specifications.
- Customer environment. The Services will perform as intended where You fail to deploy, configure, update, or operate them in accordance with Origin’s documentation, where You disable or bypass security controls, or where degradation results from Your network, identity infrastructure, third-party software, or modifications to Your AI agents or models after deployment.
- Non-Origin Applications. Any Non-Origin Applications accessed or otherwise made available through the Services will be accurate, complete, available, secure, or non-infringing. Such Non-Origin Applications are governed by their own terms and are provided strictly on a pass-through basis.
- Regulatory compliance. Use of the Services will, on its own, cause You to satisfy any law, regulation, framework, or standard, including any evolving artificial intelligence or cybersecurity laws whether now in effect or hereafter enacted, amended or interpreted. Compliance remains Your responsibility.
No statement, information, or advice given by Origin, or its personnel, whether oral, written, or through the Services, shall create any warranty not expressly stated in this Agreement. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in such jurisdictions, Origin’s warranties are limited to the maximum extent permitted by applicable law.
7.3) Warranties for Services. In the event the Services do not substantially conform with the Sales Order, You will notify Origin in writing specifying the nature and extent of the non-conformity. Origin shall use commercially reasonable efforts to cure the non-conformity as promptly as possible, but in any event within thirty (30) business days of receipt of such notice. This “Warranties for Services” Section sets forth Your exclusive rights and remedies (and Origin’s sole liability) in connection with any non-conforming Services.
7.4) Disclaimer for Unauthorized Electronic Intruders. Notwithstanding Section 6, and the technical and organizational measures which are referred to in that Section and which are designed to protect the security of Customer Data, You acknowledge and agree that: (a) such technical and organizational methods may not always be effective to prevent unauthorized electronic intruders from accessing the Services and Customer Data through the Internet or other electronic means; (b) if an unauthorized electronic intruder is able to overcome or avoid Origin’s technical and organizational methods, the unauthorized electronic intruder may be able to access, use, modify, encrypt, delete, destroy, or steal Customer Data; and (c) Origin shall have no liability to You for any act by any unauthorized electronic intruder, except for direct damages suffered by You which are a direct result of a breach by Origin of Origin’s obligations under the Sections 6.1 and 6.2.
8. Indemnification
8.1 Origin Indemnification
Subject to the terms of the Agreement, Origin shall defend, indemnify and hold You harmless against any against any loss, liabilities, damages, costs, and expenses (including attorney’s fees and amounts paid in settlement) (“Losses”) based on, arising out of, or otherwise in connection with any claims, demands, suits or proceedings (threatened or actual) (“Claims”) made by a third party alleging that the Services infringe any intellectual property rights of such third party. The foregoing obligation is conditioned on Your compliance with the procedures set forth in the Section titled “Indemnification Procedure” below. If the Services become, or in Origin’s opinion are likely to become, the subject of an infringement Claim, Origin may, at its option and expense, either: (i) procure for You the right to continue using the Services; (ii) replace or modify the Services so that they become non-infringing; or (iii) terminate the Sales Order underlying the infringing Services and refund You any unused, prepaid fees for the infringing Services covering the remainder of the Order Term after the date of termination. Notwithstanding the foregoing, Origin will have no obligation or liability under this Section or otherwise with respect to any infringement claim based upon: (a) any use of the Services not in accordance with this Agreement; (b) any use of the Services in combination with products, equipment, software, or data not supplied or approved in writing by Origin if such infringement would have been avoided but for the combination with other products, equipment, software or data; (c) any claim arising from the Customer Data; or (d) any modification of the Services by any party other than Origin. This “Origin Indemnification” Section states Origin’s entire liability and Your exclusive remedy for any claims of infringement.
8.2 Customer Indemnification
Subject to the terms of this Agreement, You will defend, indemnify and hold Origin harmless against any Loss based on, arising out of, or otherwise in connection with any Claim against Origin brought by a third party (including any User) (i) alleging that the Customer Data infringes any intellectual property rights of a third party, or (ii) regarding Your use of the Services not in accordance with this Agreement, including without limitation, any User’s violation of the Section titled “Restrictions and Responsibilities” of this Agreement, (iii) Your or any User’s violation of applicable law, (iv) Your or any User’s gross negligence or willful misconduct, or (v) any claim brought by Your User, Affiliate, or end customer arising out of Your use of the Services. The foregoing obligations are conditioned on Origin’s compliance with the procedures set forth under “Indemnification Procedures” below.
8.3 Indemnification Procedure
The indemnified party must (i) notify the indemnifying party promptly in writing of any Claim (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is actually prejudiced thereby), including reasonable detail the facts and circumstances surrounding the Claim; (ii) give the indemnifying party sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or taking any other action that limits the ability of the indemnifying party to defend the claim; and (iii) cooperate and, at the indemnifying party’s request and expense, assist in such defense.
9. Limitation of Damages and Liability
9.1 Limitation of Damages
Neither party will be liable to the other for consequential, special, incidental, punitive, exemplary, or indirect damages or for lost profits, lost revenues, business interruption, harm to goodwill, or the costs of procuring replacement services, regardless of whether such damage was foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law.
9.2 Limitation of Liability
Except in the event of a party’s intentional misconduct or fraud which liability hereunder shall be unlimited, and except as provided below Section 9.3, the cumulative liability of each party to the other will be limited to the fees paid or payable under this Agreement for the twelve (12) months preceding the filing of the claim (or over the first twelve (12) months if such incident arises during the first twelve (12) months), for all other claims.
9.3 Enhanced Liability
Notwithstanding Section 9.2, in no event shall the aggregate liability or obligations of either party, together with all of its affiliates arising out of or related to all breaches of the obligations in sections titled “Confidentiality”, “Security Standards”, “Security Incidents”, or “Indemnification” obligations of this Agreement, and all breaches of the obligations in any data processing agreement executed by the parties, exceed US$5,000,000.00.
10. General
10.1 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Sales Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, (i) if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice, and (ii) You acknowledge that fees in the applicable Sales Order are based upon the scope of use by You, and that Origin may require payment of additional fees in connection with assignment to a particular assignee. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. As used in this Section, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
10.3 No Third Party Beneficiaries
Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement. No entities other than Origin and You may terminate, rescind or agree to any modification, waiver or settlement with respect to this Agreement.
10.4 Export Control
You acknowledge that You are responsible for complying with all applicable laws and regulations associated with the access and use of Origin products, including, without limitation, all applicable U.S. export control and economic sanctions laws, including the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”) and Office of Foreign Asset Control Regulations (“OFAC”). You represent and warrant that You are not and will not be listed on any export control and economic sanctions lists, including those promulgated pursuant to the EAR, ITAR and OFAC, or on any other export exclusion list of any other U.S. or non-U.S. governmental agency. You warrant that You will not, and that none of Your Users shall export Origin products to: (1) destinations requiring a license, (2) persons or entities requiring a license, or (3) end-users and end-uses requiring a license, unless such license has been obtained pursuant to applicable provisions of the EAR, ITAR and/or OFAC regulations.
10.5 Anti-Corruption
You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Origin employee or agent in connection with this Agreement. If You learn of any violation of the above restriction, You shall promptly notify Origin. Origin makes the same representation with respect to its employees and agents and shall promptly notify You of any such violation. Each party further agrees to comply, and to cause its personnel to comply, with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
10.6 Commercial Software
The Services are “commercial items” as that term is defined at FAR 2.101. If acquired by or on behalf of any executive agency (other than an agency within the Department of Defense (DoD)), the government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any executive agency within the DoD, the government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any federal legislative or judicial agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement. This Section is in lieu of, and supersedes, any other FAR, DFARS, DEAR or other clause, provision, or supplemental regulation that addresses government rights in computer software or technical data under this Agreement. Capitalized terms used in this Section are defined in the applicable FAR or DFARs.
10.7 Logo Usage
You hereby grant to Origin the express, revocable right to use Your company logo and related trademarks in marketing and sales materials solely to identify You as an Origin customer; provided that any such use by Origin shall be consistent in size and scope with Origin’s use of other customer logos and trademarks. Origin hereby grants to You the express, revocable right to use Origin’s logo and related trademarks solely to identify Origin as a provider of services to You. Other than as expressly stated herein, neither party shall use the other party’s trademarks or logos without the prior written consent of the other party.
10.8 Entire Agreement
These Terms, including its Exhibits and all Sales Orders, is the final and complete agreement between You and Origin with respect to the subject matter in this Agreement and supersedes and replaces any prior proposal, representation, discussion or understanding between You and Origin, including any non-disclosure agreement between You and Origin notwithstanding anything to the contrary therein.
10.9 Amendments; Superseding Terms
These Terms may be revised and updated from time to time by Origin. For material changes adverse to You, the determination of which shall be by Origin in its sole discretion, Origin will provide at least thirty (30) days’ advance notice by email to Your designated administrator and by posting the updated Terms with a revised effective date; if You reasonably object to a material change, You may, as Your sole and exclusive remedy, terminate the affected Sales Order(s) for convenience upon written notice given before the change takes effect, in which case Origin will refund any prepaid, unused fees for the remainder of the Order Term. For non-material changes (including clarifications, security or legal-compliance updates, and changes to URL-incorporated policies that do not materially decrease Your rights), Origin may make such changes effective upon posting. Your continued use of the Services after the effective date of any change constitutes acceptance of the revised Terms. When accepted by You, the revised Terms shall supersede the prior posted version of the Terms from the date of acceptance. To the extent of any conflict between these Terms and any other schedule or attachment hereto, these terms and conditions shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or in any other order document (other than a Sales Order, or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void.
10.10 Insurance
Origin, at its own expense, shall procure and maintain during the Term of the Agreement insurance policies to include the following coverage: (a) workers’ compensation insurance for its own employees that meets the statutory limits of the states in which Origin operates and all federal statutes and regulations, as applicable; (b) employers’ liability insurance of not less than $1,000,000 aggregate limit; (c) commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including contractual liability; and (d) Internet, network, and privacy liability “cyber” insurance of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to be maintained for two years beyond expiration or termination of the Agreement, covering the Services provided under the Agreement. Upon written request, Origin shall provide to You insurance certificates.
10.11 Relationship of the Parties
No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Origin in any respect whatsoever. In no event shall one party’s personnel be deemed an employee, agent, or subcontractor of the other party.
10.12 Notices
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when delivered, if transmitted by email; and upon receipt, if sent by first class mail. Notices to Origin shall be sent to legal@originhq.com. Notices to You shall be sent to the contact and email designated in the most recent Sales Order or, if none, to the administrative contact on Your account.
10.13 Governing Law and Venue
This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. The federal and state courts sitting in New York, New York, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Notwithstanding the foregoing, each party shall have the right to commence and prosecute any action for injunctive relief before any court of competent jurisdiction. Without limiting the foregoing, the Standard Contractual Clauses as defined in the DPA shall be governed by the laws as chosen therein.
10.14 Force Majeure
Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s possession or reasonable control, and denial of service attacks, pandemics or public-health emergencies, large-scale cybersecurity events, outages or material changes by third-party cloud or artificial-intelligence model providers, and changes in applicable law, export control, or government sanctions.
Last Updated May 20, 2026