Terms of Service

The Origination API Terms of Service and Subscription Agreement

This Terms of Service and Subscription Agreement, together with all order forms, schedules, and exhibits attached or incorporated by reference (collectively, this “Agreement”), forms a binding agreement between The Origination API, Inc., a Delaware corporation with offices at 4 Snover Rd, Wantage, NJ 07461 (“The Origination API,” “we,” “us,” or “our”), and the company or other entity on whose behalf the Service is accessed or used (“Customer,” “you,” or “your”). This Agreement governs your access to and use of our online and application programming interface (“API”) services, website, software, and related solutions that intake, store, translate, validate, and route equipment-finance and other deal application data to the lenders, funding sources, and other recipients you select, and that ingest, normalize, and return the related responses from those recipients to you (collectively, the “Service”).

By accessing or using the service, clicking to accept this Agreement, or by executing an Order Form that references this Agreement (the earliest such date, the “Effective Date”), you signify that you have read, understood, and agree to be bound by this  and to the collection and use of your information as set forth in The Origination API Privacy Statement at https://theoriginationapi.com/privacy If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have the authority to bind that entity, and “you” refers to that entity. If you do not agree to this Agreement, you must not access or use the Service. This Agreement applies to you and to all persons and entities that access or use the Service on your behalf or under your account or credentials (collectively, “Users”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Eligibility

The Service is intended solely for businesses and their authorized representatives. By accessing or using the Service, you represent and warrant that you are at least 18 years of age, that you are accessing and using the Service for business purposes and not as a consumer, and that you have full power and authority to enter into this Agreement. Our customers trust The Origination API, and we maintain technical, organizational, and procedural safeguards designed to keep deal submissions and related information secure and confidential.

The Service

Subject to the terms and conditions of this Agreement and the applicable Order Form, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to access and use the Service, through our API and any web-based interface we make available, as permitted by the features of the Service. The Origination API reserves all rights not expressly granted herein in the Service and the TOAPI Content (as defined below). The Origination API may suspend or terminate this license in accordance with this Agreement.

Accounts and Credentials

Your account and API credentials give you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts and plans for different types of Users. If you open an account or accept this Agreement on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

By connecting the Service to a third-party service, system of record, or loan origination system (“LOS”), you give us permission to access and use information from that service as permitted by that service, and to store your log-in credentials for that service, in each case as necessary to provide the Service.

You may not share your account credentials, API keys, or passwords except with your authorized Users. When creating your account, you must provide accurate and complete information. You are solely responsible for all activity that occurs under your account and credentials, and you must keep your credentials secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) and to safeguard your API keys. You must notify The Origination API immediately of any breach of security or unauthorized use of your account or credentials. The Origination API will not be liable for any losses caused by any unauthorized use of your account.

Communications. By providing The Origination API your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences through the settings available within your account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Service Rules

You agree not to engage in, and not to permit any User or other party to engage in, any of the following prohibited activities:

(i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;

(ii) using any automated system, including without limitation “robots,” “spiders,” or “offline readers,” to access the Service in a manner that sends more request messages to The Origination API servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser, except for the documented, rate-limited use of the API as permitted under your plan;

(iii) transmitting spam, chain letters, or other unsolicited communications;

(iv) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Service;

(v) taking any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

(vi) uploading or transmitting invalid data, viruses, worms, or other software agents through the Service;

(vii) collecting or harvesting any personally identifiable information from the Service other than data you are authorized to submit and process under this Agreement;

(viii) using the Service for any purpose other than submitting, translating, and routing deals to lenders and funding sources you are authorized to transact with;

(ix) impersonating another person or entity, or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity;

(x) interfering with the proper working of the Service, or accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or

(xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein

(xiii) modifying, formatting, or presenting your own website, marketing materials, social media, or other communications in a manner that suggests, states, or implies an affiliation with, endorsement, sponsorship, certification, or approval by The Origination API that does not in fact exist, or that misrepresents the nature, scope, or existence of your relationship with The Origination API; or 

(xiv) using any artificial intelligence, machine learning, large language model, autonomous agent, or other automated system (collectively, “AI Agents”) to access, interact with, or generate traffic against the Service in volumes or patterns that exceed what a single human user could reasonably produce in the same period through ordinary use, or to access the Service other than through interfaces and APIs that The Origination API has officially designated for programmatic use. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create or modify usage limits for the Service.

We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or as otherwise set forth in the Term and Termination section below.. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with lenders, funding sources, vendors, and other Users. We reserve the right, but have no obligation, to monitor disputes between you and such parties. The Origination API shall have no liability for your interactions with any such party, or for any such party’s action or inaction.

Restrictions

You will not, and will not permit any other party to: (i) disassemble, decompile, or reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Service to any third party, or use the Service to provide time sharing or similar services for any third party; (iii) modify, copy, or make derivative works based on any part of the Service; (iv) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on use of the Service; (v) delete the copyright and other proprietary rights notices on the Service; or (vi) interfere with or disrupt the integrity, operation, or performance of the Service or the data contained therein.

You acknowledge that The Origination API may from time to time issue upgraded versions of the Service, and may automatically electronically upgrade the version of the Service that you are using, including the API. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such upgrades. We will use commercially reasonable efforts to provide advance notice of changes that we reasonably expect to materially and adversely affect your integration. Any third-party code that may be incorporated in the Service is covered by the applicable open-source or third-party license, if any, authorizing use of such code.

Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. The Origination API reserves all rights not expressly granted under this Agreement.

If the Service is being acquired by or on behalf of the United States Government, then the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Service originates in the United States and is subject to United States export laws and regulations. The Service may not be exported or re-exported to certain countries or to those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Service.

Plans and Order Forms

The Service is made available under various subscription plans and usage tiers, as described in the applicable Order Form and on our website (each, a “Plan”). Each authorized User is assigned unique credentials, including an API key (“Credentials”), for access to and use of the Service. Credentials may not be shared with or used by any person other than the authorized User to whom they are issued. You agree to abide by any additional Plan restrictions, rate limits, and usage parameters set forth in the applicable Order Form or in any Plan documentation provided to you by The Origination API.

You will not, and will not permit any other party to, create, maintain, or use multiple accounts, rotate credentials across accounts, or otherwise orchestrate activity across accounts in order to circumvent any usage limit, rate limit, Plan restriction, fee, or feature limitation applicable to the Service. You are solely responsible for all activity conducted under your account, including all activity conducted by any AI Agent, script, or other automated system that you, your personnel, or any third party operating on your behalf use in connection with the Service, and you may not disclaim responsibility for such activity on the basis that it was initiated, directed, or executed by an automated system rather than by a human.

AI Features and Outputs

The Service may include features that use artificial intelligence, machine learning, large language models, or similar technologies (collectively, “AI Features”) to generate text, images, summaries, recommendations, code, or other material (“AI Output”). The Origination API may, in its sole discretion, add, modify, suspend, or remove any AI Feature at any time without notice.

Ownership of AI Output. As between you and The Origination API, you own the AI Output generated from your inputs through your authorized use of the Service, subject to the rights of The Origination API and any third parties in the underlying AI Features, models, and The Origination API Content. Notwithstanding the foregoing, The Origination API retains all right, title, and interest in and to (i) the AI Features and the underlying models, algorithms, software, and infrastructure; (ii) any The Origination API intellectual property, The Origination API Content, or The Origination API Confidential Information that is contained, embedded, or reflected in any AI Output; and (iii) any AI Output to the extent it is generated independently of your inputs or is substantially similar to outputs generated for other users.

Use of Your Inputs to Improve AI Features. You agree that The Origination API may use the data and content you submit to or generate through the Service, including prompts, inputs, and AI Output, in de-identified and aggregated form, to operate, evaluate, train, fine-tune, and improve the Service and the AI Features. The Origination API will not share or sell your individually identifiable inputs or AI Output to third parties for the purpose of training their AI models without your consent.

No Warranty for AI Output. AI Output is generated probabilistically and may be inaccurate, incomplete, biased, offensive, out-of-date, or otherwise unfit for any particular purpose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ORIGINATION API MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, ORIGINALITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI OUTPUT. You are solely responsible for reviewing and verifying any AI Output before relying on or using it, and The Origination API shall have no liability for any decision made, action taken, or content published in reliance on AI Output. You will not represent AI Output as having been generated by a human or as being the work product of any specific person.

Customer Data

By submitting Customer Data through the Service, you authorize us to receive, store, transmit, translate, reformat, validate, and route such Customer Data to the other recipients you select, and to those persons who you directly or indirectly authorize to receive it (collectively, “Recipients”). The Origination API has the right (but not the obligation), in its sole discretion, to refuse, remove, or suspend any Customer Data or submission that it believes violates this Agreement or applicable law, and to block access by any User. We do not control and are not responsible for Recipients, and we cannot and do not verify the identity of any Recipient or the terms on which any Recipient will act.

You agree not to submit Customer Data that: (i) you do not have all rights, consents, and authority necessary to submit and to have processed and routed as contemplated by this Agreement; (ii) is false, misleading, or inaccurate; (iii) may constitute or contribute to a crime or tort, including any fraudulent application or submission; (iv) violates any applicable law, rule, or regulation; (v) infringes or misappropriates any third party’s Intellectual Property Rights (as defined below) or rights of privacy or publicity; or (vi) contains any information that you do not have a right to make available under any law or under any contractual or fiduciary relationship.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

The Origination API takes no responsibility and assumes no liability for any Customer Data that you or any User submits through the Service. You shall be solely responsible for your Customer Data and the consequences of submitting it. You represent and warrant that your Customer Data is accurate as submitted, and you authorize us to submit it to Recipients on your behalf, either exactly as you have provided it or, in our discretion, after normalizing the data, which may include but is not limited to: de-duplicating, correcting errors or discrepancies that could cause our submission of your data to result in rejection, inaccurate responses, or other issues.

While we use commercially reasonable efforts to submit Customer Data based on the requirements of each Recipient, Recipient requirements change from time to time and are outside our control. The Origination API does not guarantee that any submission will be accepted, processed, approved, or funded by any Recipient, that any Recipient’s requirements as reflected in the Service are current or complete, or that any submission will be free from error.

In connection with your Customer Data, you affirm, represent, and warrant the following:

  • You have obtained the consent of, and provided all required notices to, each identifiable individual whose personal or financial information is included in the Customer Data, as necessary for the collection, submission, processing, and routing contemplated by the Service and this Agreement.
  • Your Customer Data, and our use thereof as contemplated by this Agreement and the Service, will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
  • To the best of your knowledge, all of your Customer Data and other information that you provide to us is truthful and accurate.

Customer Data Limited License Grant

You hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to The Origination API a royalty-free, non-exclusive, worldwide license to host, store, use, process, reproduce, modify, transmit, and display Customer Data as necessary to provide, maintain, secure, and improve the Service and to route submissions to the Recipients you select, in each case as contemplated in this Agreement. We may also create, use, and retain de-identified and aggregated data derived from Customer Data that does not identify you, any User, or any individual, and we may use such de-identified and aggregated data for any lawful business purpose, including operating, developing, and improving the Service and our products.

You acknowledge and agree that The Origination API: (i) is not a lender, broker, funding source, or party to any transaction between you and any Recipient; (ii) does not originate, underwrite, approve, decline, price, or fund any deal; (iii) does not provide legal, financial, lending, or compliance advice; and (iv) is not responsible for the acts, omissions, decisions, or requirements of any Recipient. You are solely responsible for ensuring that each submission, and your use of the Service, complies with all laws and regulations applicable to you and to the deals you submit.

Our Proprietary Rights

Except for your Customer Data, the Service and all materials therein or transferred thereby, including, without limitation, software, APIs, code, field mappings, validation logic, routing specifications, documentation, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, and the look and feel of the Service (the “TOAPI Content”), and all Intellectual Property Rights related thereto, are the exclusive property of The Origination API and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any TOAPI Content. Use of the TOAPI Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

Feedback and Ideas. You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and will not place The Origination API under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, The Origination API does not waive any rights to use similar or related ideas previously known to The Origination API, or developed by its employees, or obtained from sources other than you.

Non-Exclusivity. Nothing in this Agreement grants you any exclusive right to the Service, and The Origination API may at any time provide the Service to any other person or entity, including your competitors, in any industry, geography, or market segment. 

Our Confidential Information. You acknowledge that, in connection with your use of the Service, you may receive information from or about The Origination API that is not generally known to the public, including non-public information about the Service, pricing, product roadmaps, business operations, and technology (“The Origination API Confidential Information”). You agree to hold all The Origination API Confidential Information in confidence, to use it solely in connection with your authorized use of the Service, and not to disclose it to any third party without The Origination API’s prior written consent. This obligation does not apply to information that is or becomes publicly available through no fault of yours, was rightfully known to you without a duty of confidentiality before disclosure, or is required to be disclosed by law (provided you give The Origination API prompt notice where legally permitted). 

Publicity. The Origination API may identify you as a customer of The Origination API and describe, in general terms, the services provided to you in its marketing and sales materials, customer lists, case studies, press releases, and on its website and social media channels. You may opt out of this reference use at any time by providing written notice to The Origination API, after which The Origination API will cease the further reference use within a reasonable period (it being understood that materials already in distribution need not be recalled).

Paid Services

Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms which applied when you began your subscription, as we may update them from time to time. Paid subscriptions to the Service are offered on a month-to-month basis (unless you and The Origination API agree otherwise in writing) and will automatically renew for successive monthly billing periods at the then-current rate until cancelled in accordance with this Agreement. You may cancel your subscription at any time, but cancellation will take effect at the end of the then-current monthly billing period; your subscription will continue, and you will retain access to the paid features, through the end of that period. No partial-month, pro-rated, or other refund will be issued for the unused portion of any billing period. The Origination API may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

Late Payments. If a terminated, cancelled, or lapsed account is later reactivated, The Origination API reserves the right, in its sole discretion, to charge a reactivation fee as a condition of restoring access. Any undisputed amounts not paid within thirty (30) days after the due date shall accrue interest from the original due date until paid in full at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is lower.

No Refunds. You may cancel your The Origination API account at any time; however, there are no refunds for cancellation. In the event that The Origination API suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time remaining on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. Unless otherwise specified, all fees and amounts referenced in this Agreement are stated and payable in United States Dollars (USD).

Data on Termination

Following the effective date of any termination, cancellation, lapse, or non-renewal of your account or paid subscription, The Origination API will, for a period of thirty (30) days, make commercially reasonable efforts to provide you with the ability to export your data from the Service. After that thirty (30)-day period expires, The Origination API may delete, destroy, or render permanently inaccessible any data, content, or other materials associated with your account, and will have no further obligation to retain, return, export, migrate, or otherwise make available any such data. You are solely responsible for exporting and preserving copies of your data within the thirty (30)-day window; The Origination API has no obligation to retain or transfer your data after that window closes.

Privacy

We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use, and disclosure of personal information and aggregate data as set forth in our Privacy Policy, available at https://theoriginationapi.com/privacy. 

Security

The Origination API uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and to implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Third-Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by The Origination API. The Origination API does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and The Origination API’s Privacy Statement do not apply to your use of such sites. You expressly relieve The Origination API from any and all liability arising from your use of any third-party website, service, or content. Additionally, your interactions with the Service’s advertisers, including but not limited to payment and delivery of goods, and any other terms (such as warranties), are solely between you and such advertisers. You agree that The Origination API shall not be responsible for any loss or damage of any sort relating to your interactions with such advertisers.

Indemnity

You agree to defend, indemnify and hold harmless The Origination API and its subsidiaries, affiliates, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorneys’ fees) arising out of or related to: (i) your use of and access to the Service, including any Customer Data or other data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any Customer Data or other information or content submitted via your account, including without limitation misleading, false, or inaccurate information; (vi) your negligent or willful misconduct; (vii) any dispute between you and any Recipient or other User; or (viii) any other party’s access and use of the Service with your Credentials.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE ORIGINATION API, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT ANY SUBMISSION WILL BE ACCEPTED, PROCESSED, APPROVED, OR FUNDED BY ANY RECIPIENT; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR YOUR USE OF THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

THE ORIGINATION API DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY RECIPIENT OR FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND THE ORIGINATION API WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY RECIPIENT OR THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ORIGINATION API, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL THE ORIGINATION API BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ORIGINATION API ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT SUBMITTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE ACTS, OMISSIONS, OR DECISIONS OF ANY RECIPIENT OR OTHER THIRD PARTY.

IN NO EVENT SHALL THE ORIGINATION API, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO THE ORIGINATION API IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE ORIGINATION API HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from facilities in the United States. The Origination API makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Term and Termination

Term. This Agreement begins on the Effective Date and continues until terminated as set forth below or, if an Order Form specifies a term, for the initial term set forth in the applicable Order Form, which will automatically renew for successive renewal terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. If no term is specified in an Order Form, this Agreement continues until terminated in accordance with this section.

Termination. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice, unless an Order Form states otherwise. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of it. The Origination API may also suspend or terminate your access to the Service as set forth in the Service Rules and Fees and Payment sections.

Effect of Termination. Upon expiration or termination of this Agreement, your right to access and use the Service will cease, and you will pay all fees accrued through the effective date of termination. Sections that by their nature should survive termination, including Eligibility, Restrictions, Customer Data, Customer Data Limited License Grant, Lender Routing and Third-Party Recipients, Our Proprietary Rights, Fees and Payment, Indemnity, No Warranty, Limitation of Liability, Governing Law and Arbitration, and General, will survive.

Governing Law and Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE ORIGINATION API.

This Agreement and any action related thereto will be governed by the substantive and procedural law of the State of New Jersey, and the federal law of the United States, without regard to or application of any conflict-of-laws principles or rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any controversy or claim between the parties or arising out of this Agreement or any Services shall be determined by one arbitrator in binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. We anticipate that you may be geographically distant from our offices. Accordingly, to reduce the cost of resolving any dispute, all arbitration hearings will be conducted by video conference or audio conference. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE ORIGINATION API ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

General

Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without The Origination API’s prior written consent, but may be assigned by The Origination API without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Relationship of the Parties. The Origination API is a service provider to you. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has authority to bind the other.

Force Majeure. Any failure or delay by The Origination API in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of this Agreement or a ground for termination to the extent such failure or delay is due to computer, Internet, or telecommunications breakdowns, denial-of-service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions, strikes, supplier and third-party failure, lockouts, labor difficulties, quarantines, health-related orders or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of The Origination API.

Survival. Any and all provisions, promises, and warranties contained herein which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the parties hereto.

Notices and Changes to the Agreement. The Origination API may provide notices to you, whether required by law or for marketing or other business-related purposes, via email, written or hard-copy notice, or through posting on our website, as determined by The Origination API. You are responsible for keeping your contact information current and are not relieved of any obligation by any automatic filtering your network may apply to our messages. Except for changes to Pricing and operational policies made in accordance with this Agreement, any modification to this Agreement must be in writing and agreed to by both parties. We may update the Service and our operational, security, and usage policies from time to time, and will provide notice of material changes.

Entire Agreement; Severability. This Agreement, together with all Order Forms, schedules, exhibits, and any additional agreements you enter into with The Origination API in connection with the Service, constitutes the entire agreement between you and The Origination API concerning the Service, and supersedes all prior or contemporaneous understandings. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the subject matter of that Order Form. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and The Origination API’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Counterparts. This Agreement and any Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument.

Contact. Please contact us at contact@theoriginationapi.com with any questions regarding this Agreement.

Last Revised. This Agreement was last modified on July 2, 2026.