Terms of Service

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Orygn LLC ("Company", "we", "us", or "our"), concerning your access to and use of the Diligence Desk application (the "Platform"). By accessing the Platform, you agree that you have read, understood, and agreed to be bound by all of these Terms. Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference.

2. Nature of Services (OSINT)

The Platform is an Open Source Intelligence (OSINT) aggregation tool designed to facilitate lawful supply chain risk management, due diligence, and market research. The information provided is for informational purposes only and does not constitute legal advice or a certification of compliance with federal regulations (including but not limited to FAR, DFARS, or Section 889).

• Permitted Use: You verify that you are using this Platform for legitimate business purposes, such as vendor verification, compliance auditing, or competitive analysis.
• Prohibited Use: You agree not to use the Platform for harassment, stalking, or to make eligibility determinations for credit, insurance, or employment (FCRA compliance).
• Export Control: You represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country.
• Upstream Compliance: You agree to strictly adhere to the Terms of Service and data usage policies of all upstream data providers, including but not limited to SAM.gov, Data.dol.gov, and USASpending.gov, when using data exported from this Platform.

3. Intellectual Property Rights

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

4. User Representations

By using the Platform, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform will not violate any applicable law or regulation.

5. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF.

6. Limitation of Liability

IN NO EVENT WILL ORYGN LLC OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (1) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR (2) $100.00 USD.

7. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Platform; (2) breach of these Terms; or (3) your violation of the rights of a third party, including but not limited to intellectual property rights.

8. Governing Law and Jurisdiction

These Terms shall be governed by and defined following the laws of the State of Texas. Orygn LLC and yourself irrevocably consent that the courts of the State of Texas shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

9. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, acts of God, or government restriction (including the shutdown or unavailability of Federal APIs).

10. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

11. Termination

We reserve the right to deny access to or use of the Platform to any person for any reason or for no reason, including for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Platform or delete any content or information that you posted at any time, without warning, in our sole discretion.

12. Modifications to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. You are responsible for periodically reviewing these Terms to stay informed of updates.

13. Entire Agreement

These Terms and any policies or operating rules posted by us on the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

14. Assignment

We may assign any or all of our rights and obligations to others at any time. You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

15. No Waiver

No failure or delay by us in exercising our rights under these Terms shall constitute a waiver of those rights.