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ORIGINERP TERMS OF USE

Effective Date: February 14, 2026

These Terms of Use (“Terms”) govern access to and use of the originERP website, application, and related services (collectively, the “Services”) provided by originERP, Inc., a Delaware corporation (“originERP,” “Company,” “we,” “our,” or “us”). By accessing or using the Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing the Services, or using any part of the originERP platform, you acknowledge that you have read, understood, and agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization.

2. Relationship to Enterprise Agreements

If you or your organization have entered into a separate written agreement with originERP, including a Master Services Agreement (“MSA”), Order Form, or license agreement, that agreement will control in the event of any conflict with these Terms.

3. Description of Services

originERP provides software tools that assist users in generating enterprise resource planning (ERP) process designs, documentation, and related analytical outputs using automated and AI-driven technologies. The Services are intended to support planning and analysis workflows. Certain features may be experimental, evolving, or offered in beta form, and functionality may change, be modified, or discontinued at any time without prior notice.

4. Accounts and Access

Users may create individual accounts through open sign-up. You agree to provide accurate information and maintain the security of your credentials. You are responsible for all activities that occur under your account.

5. Acceptable Use

You agree not to:

  • Reverse engineer, copy, or attempt to extract source code or models from the Services;
  • Use the Services to develop competing products or train competitive AI models;
  • Interfere with security, integrity, or performance of the platform;
  • Use automated scraping, data mining, or benchmarking tools without authorization;
  • Upload unlawful or harmful content.

originERP may suspend or terminate access for violations of these Terms.

5A. Export Controls and Sanctions

You agree to comply with all applicable export control and economic sanctions laws and regulations. You may not access or use the Services if you are located in, or are a national or resident of, any jurisdiction subject to applicable trade restrictions, or if you are listed on any prohibited or restricted party list. You represent that you are not subject to such restrictions and will not use the Services in violation of applicable export laws.

6. AI-Generated Outputs, Platform Limitations, and No Professional Advice

The Services use automated systems and artificial intelligence to generate outputs. You acknowledge and agree that:

  • Outputs are generated through automated processes and may contain errors, omissions, or inaccuracies;
  • Outputs are provided for informational and planning purposes only and are not guaranteed to be complete, reliable, or suitable for any specific implementation;
  • The Services do not provide legal, accounting, financial, compliance, or ERP implementation advice;
  • originERP, Inc. is not acting as a system integrator, consultant, fiduciary, or professional advisor;
  • You are solely responsible for reviewing, validating, testing, and independently verifying any outputs before relying on them for operational, financial, or business decisions;
  • The Services are not designed to operate autonomously or make binding decisions on your behalf;
  • You will not use the Services or any outputs to train competing artificial intelligence models or develop competing products.

You agree that you do not rely exclusively on the Services or any AI-generated outputs when making business, technical, or operational decisions.

7. Data and Content

You retain ownership of data you submit to the Services. You grant originERP, Inc. a limited, non-exclusive, worldwide license to host, process, and use such data solely to operate, maintain, and improve the Services. originERP, Inc. may use aggregated information and/or information processed using reasonable measures intended to reduce the likelihood of identifying a specific person or organization to analyze, operate, and enhance platform functionality. Nothing in this section shall be interpreted as a representation or guarantee that any data will be fully or irreversibly de-identified.

8. Intellectual Property

All rights, title, and interest in the Services, including software, models, branding, and documentation, remain the exclusive property of originERP and its licensors. Except for rights expressly granted, no license is provided.

9. Fees and Billing

Accounts may initially be offered without charge. originERP reserves the right to introduce fees or paid plans in the future with notice. Enterprise licensing terms will be governed by applicable MSAs or Order Forms.

10. Service Availability

The Services are provided on an “as-is” and “as-available” basis. originERP does not guarantee uninterrupted operation, uptime, or error-free performance unless explicitly stated in a separate written agreement.

11. Disclaimer of Warranties

To the maximum extent permitted by law, originERP disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or non-infringement.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • ORIGINERP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR SUBSTITUTE SERVICES;
  • ORIGINERP'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) FEES PAID BY YOU TO ORIGINERP IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000).

13. Indemnification

You agree to indemnify and hold harmless originERP from claims arising out of your misuse of the Services, violation of these Terms, or reliance on outputs without independent validation.

14. Termination

OriginERP may suspend or terminate access at any time for violations of these Terms or to protect the security or integrity of the platform.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in the state or federal courts located in California. Each party waives any right to a jury trial.

16. Modifications to Terms

originERP may update these Terms periodically. Continued use of the Services after updates constitutes acceptance of the revised Terms.

17. Contact Information

originERP | 264 Arlington Avenue, Berkeley, CA 94707 | services@originerp.com

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