Terms of Service — Origen

Last updated: [DATE] · Version 0.9 (draft pending counsel review)

These Terms of Service ("Terms") govern your access to and use of the software platform, websites, and related services (the "Service") provided by [LEGAL ENTITY NAME, e.g., Origen Compliance LLC] ("Origen," "we," "us"). By creating an account, clicking accept, or using the Service, you agree to these Terms on behalf of yourself and the business you represent. If you do not agree, do not use the Service.

1. What the Service is — and is not.

Origen is assistive, decision-support software. It ingests information you provide, performs calculations (including tariff-classification suggestions and rules-of-origin determinations), organizes records, and drafts documents. Origen is not a customs broker, freight forwarder, or law firm; it is not licensed to transact customs business; and nothing in the Service constitutes legal, customs, tax, or other professional advice. Outputs are generated from the data you supply and from public data sources, and are provided for your evaluation. You should have a licensed customs broker or trade attorney review any output before relying on it.

2. You are the certifier of record.

Any Certification of Origin, supplier declaration, filing, or claim made using Service outputs is made by you (or your client or counterparty), not by Origen. You are solely responsible for: (a) the accuracy and completeness of all information you enter or upload, including bills of materials, costs, values, countries of origin, and classifications you confirm; (b) the decision to certify, file, or rely on any output; and (c) compliance with all applicable laws, including U.S. customs laws and the recordkeeping requirements of 19 U.S.C. § 1508 and applicable USMCA provisions. Confirmation prompts in the Service (including the certifier-of-record confirmation) are conditions of use.

3. Accounts and eligibility.

The Service is for business use. You must be at least 18, provide accurate account information, and keep credentials secure. You are responsible for all activity under your account. We may suspend accounts that violate these Terms or create risk for us or others.

4. Plans, trials, and billing.

Paid plans are billed in advance on a monthly subscription basis via our payment processor (Stripe) and auto-renew until canceled. You may cancel anytime, effective at the end of the current billing period; fees already paid are non-refundable except where required by law. Free-tier features are provided as-is for evaluation and diagnosis; free-tier outputs are drafts, are watermarked, and are not valid for filing or certification. We may change plan features or pricing prospectively with at least 30 days' notice to active subscribers.

5. Your content and our license.

You retain ownership of everything you upload (BOMs, invoices, supplier documents, product data) ("Customer Content"). You grant us a limited license to host, process, transmit, and display Customer Content solely to provide and improve the Service, comply with law, and generate the outputs you request. We do not sell Customer Content and do not use one customer's confidential content to serve another customer.

6. Records, retention, and deletion.

The Service is designed for audit-grade recordkeeping: determinations, generated documents, signatures, and audit events are stored append-only, hashed, and timestamped. Because these records exist to satisfy multi-year retention obligations, "deletion" of a record within its retention window archives it from view but does not destroy it; upon account closure, we retain records as reasonably necessary to satisfy the retention purposes for which they were created (up to [5] years, or [6] where applicable) and our legal obligations, after which they are deleted. You can export your records at any time while your account is active.

7. Supplier portal and electronic signatures.

When you or your suppliers sign documents through the Service, you consent to transact electronically and agree that electronic signatures are intended to be valid under the U.S. ESIGN Act and equivalent laws. You are responsible for ensuring your suppliers are authorized to sign the declarations they execute. We capture signer identity information, timestamps, and document hashes as part of the record.

8. Third-party data.

The Service incorporates data from public sources, including the USITC Harmonized Tariff Schedule and CBP CROSS rulings, and tariff-layer information that changes frequently. We work to keep such data current but do not warrant the accuracy, completeness, or timeliness of any third-party or government data, and outputs may not reflect changes that post-date our most recent ingestion.

9. Acceptable use.

You will not: misrepresent material facts in documents generated through the Service; use the Service to facilitate customs fraud, evasion, forced-labor violations, or sanctions violations; probe, scrape, or reverse-engineer the Service; resell or white-label the Service except under a separately executed Partner Agreement; or upload malicious code or content you lack rights to.

10. Partner program.

Broker/consultant white-label use of the Service is governed by a separate written Partner Agreement, which controls over these Terms in the event of conflict for partner-specific matters. Importer clients of a partner remain subject to these Terms with respect to their own use and their certifier-of-record responsibilities.

11. Intellectual property.

We own the Service, including the rules engines, software, and content we provide (excluding Customer Content and government data). These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription.

12. Disclaimer of warranties.

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR ACCEPTED BY ANY GOVERNMENT AUTHORITY. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE CREATES ANY WARRANTY.

13. Limitation of liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) ORIGEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA; (b) ORIGEN WILL NOT BE LIABLE FOR ANY DUTIES, TARIFFS, TAXES, FEES, PENALTIES, FINES, LIQUIDATED DAMAGES, OR OTHER AMOUNTS ASSESSED BY ANY GOVERNMENT AUTHORITY (INCLUDING U.S. CUSTOMS AND BORDER PROTECTION) AGAINST YOU OR ANY THIRD PARTY, WHICH ARE YOUR SOLE RESPONSIBILITY AS IMPORTER, EXPORTER, PRODUCER, OR CERTIFIER OF RECORD; AND (c) ORIGEN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO ORIGEN FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the maximum extent permitted.

14. Indemnification.

You will defend and indemnify Origen against third-party claims (including government proceedings) arising from: your Customer Content; certifications, declarations, or filings made by you or on your behalf; your violation of law; or your breach of these Terms.

15. Term, suspension, termination.

These Terms apply while you use the Service. Either party may terminate at any time (you, by canceling; us, with notice for breach or risk). Sections that by nature survive (2, 5–6, 8, 11–14, 16–18) survive termination.

16. Changes to the Service or Terms.

We may modify the Service and these Terms. For material changes to the Terms, we will notify account holders (email or in-app) at least 15 days before the changes take effect; continued use after the effective date is acceptance. Each version is numbered and archived; the version you accepted is recorded with your account.

17. Governing law and disputes.

These Terms are governed by the laws of the State of [STATE — founder's choice, commonly Delaware or Texas], excluding conflicts rules. The parties will first attempt informal resolution ([30] days after written notice); unresolved disputes will be resolved by [binding arbitration under AAA Commercial Rules in [CITY, STATE] / the state and federal courts located in [COUNTY, STATE]] — [ATTORNEY: choose arbitration vs. courts and add class-waiver language if arbitration]. Nothing here limits either party's right to seek injunctive relief for IP or confidentiality breaches.

18. Miscellaneous.

These Terms plus any executed Partner Agreement and order form are the entire agreement; if any provision is unenforceable, the rest remain in effect; you may not assign these Terms without our consent (we may assign in connection with a merger or sale); notices to us: [EMAIL] and [PHYSICAL ADDRESS]; failure to enforce is not waiver.

Contact: [LEGAL ENTITY NAME], [ADDRESS], [EMAIL].

Version [v0.9 — [DATE]]. These terms are under attorney review; material changes will be announced to account holders.