Affiliate Program Terms and Conditions

These Affiliate Program Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("Affiliate," "you," or "your") and Orion AI Solutions Inc. ("Orion AI," "Company," "we," "us," or "our"). By applying to, or being designated into, the Orion AI Affiliate Program ("Program"), you agree to be bound by these terms.

1. Definitions

• "Affiliate Link" means the unique tracking URL provided to you that identifies you as the referral source, including a link used on an agent-invite signup page.
• "Referral Code" means the unique alphanumeric code (e.g., AFF-XXXXXX) assigned to you for tracking purposes.
• "Qualified Conversion" means a referred account that (a) is attributed to you, via your Affiliate Link or Referral Code, within the applicable attribution window, and (b) converts from a trial to a paying Orion AI subscription on or after the Program's lifetime-reward launch date (as announced by Orion AI).
• "Qualified Payment" means a successful base-subscription payment (monthly or annual) or eligible enterprise seat payment made by a Qualified Conversion's account. Add-on products, support fees, taxes, usage charges, and wallet top-ups are not Qualified Payments.
• "Reward" means the amount or credit payable to you for a Qualified Payment, or the monthly Pro grant described below, per the Reward Structure in Section 3.
• "Basic" and "Pro" mean the two Program tiers described in Section 2.5 and Section 3.
• "Clawback" means the reversal of a Reward when the subscription payment underlying the related Qualified Conversion is refunded or disputed.
• "Affiliated Post" means any social media post, video, story, reel, livestream, or other content you create or publish that promotes Orion AI, references the Program, or contains or is reasonably associated with your Affiliate Link or Referral Code.

2. Program Enrollment

2.1. Application. To join the Basic tier, you must complete our affiliate application form using the email address on your existing Orion AI account. Submission of an application does not guarantee acceptance.

2.2. Account Match Required. We match your application email to an active Orion AI account. If we cannot match your application to an account in ACTIVE or TRIAL status, your application will not be approved and no Affiliate record is created. If you do not yet have an Orion AI account, you must create one before applying.

2.3. Approval. We reserve the right to approve or reject any application at our sole discretion, without providing a reason. We may also revoke acceptance at any time if we determine you do not meet our standards.

2.4. Eligibility. You must be at least 18 years old and legally able to enter into contracts. You must provide accurate information. A valid PayPal account is only required if you are, or become, a Pro affiliate eligible for cash Rewards.

2.5. Pro Tier. Pro is not available by application. Orion AI designates Pro affiliates directly, at its sole discretion, on an existing Orion AI account. You cannot apply for, request, or purchase Pro status.

2.6A. Additional Eligibility. You represent that you are not (a) located in, or a resident of, any country or region subject to comprehensive U.S. sanctions, or identified on any U.S. government restricted-party list (including OFAC's SDN List); or (b) an owner, operator, employee, or contractor of a business that competes with Orion AI, unless disclosed to and approved by Orion AI in writing. Orion AI may decline or terminate participation on either basis at its sole discretion.

2.6. Link Tied to Account Status. Your Affiliate Link is active, and Rewards accrue, only while your linked Orion AI account remains in ACTIVE or TRIAL status. Suspending, canceling, or deleting your Orion AI account deactivates your Affiliate Link and stops new Reward accrual; reactivating your Orion AI account reactivates your Affiliate Link. Qualified Payments occurring during a period when your Affiliate Link or Program participation is inactive do not accrue Rewards and are not back-paid upon reactivation.

3. Reward Structure

3.1. Basic Reward. As a Basic affiliate, you earn a $15.00 USD credit to your Orion AI usage wallet for each monthly Qualified Payment made by an account attributed to you — every billing cycle, for as long as that account remains a paying subscriber. Where the Qualified Payment is an annual subscription invoice or an eligible enterprise seat payment, the Reward is instead ten percent (10%) of that payment (for enterprise invoices, ten percent of the seat-fee portion only, excluding support fees and taxes). This credit is a rolling wallet balance usable toward your own Orion AI usage charges. It is not cash and is not paid out via PayPal or any other cash method.

3.2. Pro Reward. If Orion AI designates your account as Pro, you earn (a) a $20.00 USD cash reward for each monthly Qualified Payment made by an account attributed to you — every billing cycle, for as long as that account remains a paying subscriber — with annual invoices and eligible enterprise seat payments instead earning ten percent (10%) of the payment as described in Section 3.1, and (b) a $1,000.00 USD non-rolling grant of platform usage credit applied automatically each month your account remains Pro. Unused amounts from a monthly grant do not roll over and are cleared at the start of the next month.

3.3. Lifetime Accrual. Rewards accrue on each Qualified Payment for the lifetime of the referred account's subscription. If a referred account cancels, pauses, or is suspended, accrual stops while no Qualified Payments occur and resumes if the account resumes paying. Rewards accrue only for accounts whose Qualified Conversion occurred on or after the Program's lifetime-reward launch date; conversions before that date remain governed by the reward terms in effect at their conversion.

3.4. Attribution Window. A referral must create or link an Orion AI account within thirty (30) days of clicking your Affiliate Link or using your Referral Code to be attributed to you.

3.5. Last-Touch Attribution. If a prospect interacts with multiple affiliate links, only the affiliate whose link was clicked last within the attribution window receives credit for the resulting Qualified Conversion.

3.6. Self-Referral Prohibited. You may not attribute your own Orion AI account, or an account you control, to yourself. Self-referrals do not generate a Reward and may result in termination from the Program.

3.6A. Tracking Records Controlling. Attribution, Qualified Conversions, Qualified Payments, and Reward amounts are determined solely by Orion AI's tracking systems and records, which are final and controlling absent manifest error. Orion AI has no obligation to credit referrals that its systems did not track, including due to disabled cookies, link modification, or use of a channel other than your Affiliate Link or Referral Code.

3.7. Tier Changes. Orion AI may promote or demote your tier at any time, in its sole discretion, effective immediately. A demotion from Pro stops future monthly grants and future Pro cash accrual; cash Rewards already earned but unpaid at the time of demotion are still paid on the normal payment schedule, less any Clawback owed. Following a tier change, future Qualified Payments accrue at your then-current tier's rate (Basic wallet credit, or Pro cash), determined at the time each Reward accrues.

4. Payment Terms

4.1. Payment Method. Basic Rewards are credited automatically to your Orion AI usage wallet; no PayPal account is required. Pro cash Rewards and the monthly Pro grant are also applied automatically; Pro cash is paid via PayPal to the email address you provide. You are responsible for ensuring your PayPal account is active and can receive payments.

4.2. Payment Schedule. Basic wallet credit is applied as each Qualified Payment is confirmed. Pro cash Rewards are batched and paid monthly via PayPal; the monthly Pro grant is applied on the same monthly cycle. Payments may be delayed up to 5 business days for processing.

4.3. Minimum Threshold. There is no minimum payout threshold for either tier. All earned Rewards are applied or paid according to the schedule above.

4.4. PayPal Fees. Orion AI absorbs the standard PayPal transaction fee for each Pro cash payout. You receive the full cash Reward amount.

4.5. Clawback on Refunds and Chargebacks. If a Qualified Payment is refunded or disputed (chargeback), in whole or in part, Orion AI reverses the Reward earned on that payment. Rewards earned on that account's other payments are unaffected. For Basic, the reversed credit is deducted from your usage wallet; if your wallet balance is insufficient to absorb the deduction, your wallet balance may go negative, and stays negative until offset by future Rewards or your own wallet funding. A negative wallet balance blocks new spending against that balance but does not itself result in any charge to you. For Pro, an unpaid cash Reward is voided; an already-paid cash Reward is deducted from your next scheduled payout.

4.6. Currency. All Rewards are calculated and paid in United States Dollars (USD).

4.7. Errors and Overpayments. Orion AI may correct any Reward granted in error. Overpaid or erroneously granted amounts may be reversed from your usage wallet or offset against future Rewards or payouts, and you agree to repay any remaining balance on written demand.

4.7A. Nature of Wallet Credit. All Reward credit applied to your Orion AI usage wallet under this Program: (i) has no cash value; (ii) is not refundable, redeemable, or convertible into cash or any other form of payment, in whole or in part; (iii) is not transferable to any other account or person; (iv) may be applied solely toward your own Orion AI usage charges within the Orion AI platform; and (v) is forfeited without compensation if your Orion AI account is closed, canceled, deleted, or terminated for any reason.

4.8. Investigation Hold. If Orion AI reasonably suspects fraud, self-referral, attribution manipulation, or a violation of these terms, it may place accrual and payment of Rewards on hold for up to ninety (90) days while it investigates. Rewards determined to arise from prohibited activity are void and may be reversed under Section 4.5's mechanics.

5. Tax Obligations

5.1. Independent Contractor. You are an independent contractor, not an employee. You are solely responsible for paying all applicable federal, state, and local taxes on any taxable Reward income.

5.2. Basic Wallet Credit. Basic usage-wallet credit reduces your own future Orion AI usage charges. It is not a cash payment and is not separately reported as income by Orion AI.

5.3. W-9 Requirement (Pro). If you are designated Pro and your cumulative Pro cash Rewards exceed $600 USD in a calendar year, we will request a completed IRS Form W-9. Failure to provide a W-9 within 30 days of request may result in withholding of cash payments until you comply.

5.4. 1099-NEC. We will issue a 1099-NEC to Pro affiliates whose cash Rewards reach $600 or more in a calendar year, as required by IRS regulations.

6. Promotional Guidelines

6.1. Accurate Representation. You must represent Orion AI and its services accurately and honestly. Do not make false claims about features, pricing, or benefits, including the Reward Structure in Section 3.

6.2. FTC Compliance. You must clearly disclose your affiliate relationship in all promotional content in compliance with Federal Trade Commission (FTC) guidelines. Example disclosure: "I may earn a reward if you sign up through my link."

6.3. Approved Channels. You may promote Orion AI through your website, blog, social media, email newsletter, YouTube, podcasts, and similar channels where you have an established presence.

6.4. Mandatory Collaboration with Official Accounts. Every Affiliated Post published to a social media platform must be published as a collaboration with, or must tag and identify, Orion AI's official account on that platform, where the platform supports collaboration or tagging. Affiliated Posts on platforms without such features must identify Orion AI by name.

6.5. In-Post Disclosure. Each Affiliated Post must clearly and conspicuously state, within the post itself, that you have a partnership, affiliation, or paid sponsorship with Orion AI, and must in all respects comply with the FTC's endorsement and testimonial guides (16 C.F.R. Part 255) and all other applicable advertising and marketing laws. Disclosure in a bio, linked page, or separate post is not sufficient.

6.5A. Monitoring; Takedown. Orion AI may monitor Affiliated Posts and your promotional activity for compliance. Upon notice from Orion AI, you must remove, modify, or correct any Affiliated Post or promotional content within forty-eight (48) hours. Failure to comply is grounds for immediate termination for cause.

6.6. No Income Claims. You may not make income, earnings, or results claims of any kind — express or implied — regarding Orion AI, the Program, or your own affiliate earnings, in any Affiliated Post or other promotional channel. Restating the Program's published Reward rates verbatim is permitted; projections, typicality representations, lifestyle implications, and "you can earn" framings are not.

6.7. Pro Content Minimums. If you are designated Pro, you must publish, in each full calendar month of Pro status, at least four (4) Instagram feed posts or reels and at least four (4) Instagram stories, each of which is an Affiliated Post complying with Sections 6.4 and 6.5. You must submit each post's URL, and a screenshot of each story, through the affiliate dashboard in the month it is published; Section 3.6A applies to those records. Failure to meet these minimums in any month is grounds for demotion under Section 3.7 or termination for cause under Section 11.5, at Orion AI's sole discretion.

7. Prohibited Activities

You may NOT:

• Send unsolicited email (spam) or bulk messages promoting Orion AI
• Use paid search ads that bid on "Orion AI" or related branded keywords
• Create websites or social media accounts that could be confused with official Orion AI properties
• Make false, misleading, or exaggerated claims about Orion AI or the Program's Reward Structure
• Engage in cookie stuffing, click fraud, or other fraudulent tracking manipulation
• Refer yourself, use an account you control, or use fake identities to generate Rewards
• Attempt to apply for, request, or purchase Pro status; Pro is admin-designated only
• Violate any applicable laws, regulations, or third-party rights
• Use Orion AI's trademarks in domain names or social media handles
• Promote Orion AI on sites containing illegal, adult, or offensive content
• Make guarantees about earnings, results, or ROI that Orion AI has not authorized
• Promote Orion AI by telephone call or text message except in full compliance with the TCPA, applicable state telemarketing laws, and carrier rules, or by email except in full compliance with CAN-SPAM — you are solely responsible for consent, disclosures, and opt-outs in your own outreach
• Bid on, register, or use misspellings, variations, or confusingly similar forms of Orion AI's brand or product names in paid search, domains, or handles
• Recruit sub-affiliates, resell or share your Affiliate Link or Referral Code, or purchase leads or traffic for the purpose of generating attributions
• Collect, store, or process personal information of prospective Orion AI customers on Orion AI's behalf; your own websites and channels must independently comply with all privacy laws applicable to you (including CCPA and, if applicable, GDPR)
• Disparage Orion AI, its products, or its personnel in any Affiliated Post or promotional channel

Violation of these prohibitions may result in immediate termination and forfeiture of unpaid Rewards.

8. Intellectual Property

8.1. License Grant. We grant you a limited, non-exclusive, revocable license to use Orion AI's name, logo, and approved marketing materials solely for promoting the Program in accordance with these terms.

8.2. Restrictions. You may not modify, alter, or create derivative works from our trademarks or marketing materials without prior written consent. All goodwill from your use of our marks inures to our benefit.

8.3. Termination of License. This license terminates immediately upon termination of your participation in the Program.

8.4. License to Affiliated Posts (Pro). If you are, or become, a Pro affiliate, you grant Orion AI a worldwide, royalty-free, fully paid-up, perpetual, transferable, sublicensable license to use, reproduce, distribute, publicly display, publicly perform, adapt, and incorporate your Affiliated Posts — including your name, handle, likeness, image, and voice as they appear in them — in advertisements and promotional materials, in any media now known or later developed, at Orion AI's sole choice and discretion, without further notice, approval, or compensation.

8.5. No Rewards on Company Advertising. Conversions attributable to Orion AI's own advertising or promotional use of your content under Section 8.4 — including paid amplification of an Affiliated Post — are not attributed to you and do not generate Rewards or commissions of any kind.

9. Relationship of Parties

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. You have no authority to bind Orion AI to any obligations or make commitments on our behalf. You are not entitled to any employee benefits, and you are responsible for your own insurance and business expenses.

10. Confidentiality

You agree to keep confidential all non-public information regarding the Program, including Pro-tier terms, your conversion data, and business strategies. You may not disclose this information to third parties or use it for any purpose other than participating in the Program. Program terms that Orion AI has publicly posted (including the published Reward rates) are not confidential, and nothing in this Section limits the affiliate-relationship disclosure required by Section 6.2.

11. Term and Termination

11.1. Term. This Agreement begins upon your acceptance into the Program and continues until terminated by either party, or until your Affiliate Link is deactivated under Section 2.6.

11.2. Termination by You. You may terminate your participation at any time by providing written notice to affiliates@orionaisolutions.ai.

11.3. Termination by Us. We may terminate your participation at any time, with or without cause, by providing notice to your registered email address.

11.4. Effect of Termination. Upon termination: (a) your license to use Orion AI intellectual property terminates immediately; (b) you must remove all Affiliate Links and Orion AI promotional materials; (c) Basic wallet credit already applied to your account remains in your wallet; any Pro cash Rewards earned but not yet paid as of termination are forfeited and will not be paid; (d) Rewards cease to accrue as of termination — no further Qualified Payments generate Rewards, including payments made by accounts attributed to you before termination.

11.5. Termination for Cause. If we terminate your participation due to violation of these terms, we may withhold any unpaid Rewards.

11.6. Program Suspension or Discontinuation. Orion AI may suspend or discontinue the Program, in whole or in part, at any time. Upon discontinuation, Rewards cease to accrue for all Qualified Payments occurring after the discontinuation date; Basic wallet credit already applied remains in your wallet, and Pro cash Rewards already earned are handled per Section 4.

12. Modification of Terms

We reserve the right to modify these terms at any time. Material changes will be communicated via email at least 30 days before taking effect. Continued participation after changes take effect constitutes acceptance of the modified terms. If you disagree with any changes, you may terminate your participation.

13. Disclaimer of Warranties

14. Limitation of Liability

15. Indemnification

15.1. General. You agree to indemnify, defend, and hold harmless Orion AI, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of this Agreement; (b) your promotional activities; (c) your violation of any law or third-party rights; or (d) any content you create related to Orion AI, including any Affiliated Post.

15.2. Regulatory Pass-Through. Without limiting Section 15.1, any fine, penalty, sanction, judgment, settlement, or other consequence — including FTC or state-regulator enforcement — imposed on or incurred by Orion AI as a result of your failure to comply with Section 6, Section 7, or applicable advertising and marketing law is passed through to you and is your sole responsibility. You shall reimburse Orion AI in full within thirty (30) days of written demand, and Orion AI may offset such amounts against any Rewards otherwise payable to you.

16. Governing Law and Disputes

16.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Orion AI Solutions Inc. is a Delaware corporation, and the parties agree that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Sections 16.2 through 16.5.

16.2. Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Program — including its existence, breach, termination, enforcement, interpretation, or validity — shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration shall be Wilmington, Delaware; proceedings may be conducted remotely at the arbitrator's discretion. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and costs unless the arbitrator awards otherwise under applicable law.

16.3. Delegation. The arbitrator has exclusive authority to resolve any dispute regarding the arbitrability of a claim and the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court of competent jurisdiction decides the enforceability of the Class Action Waiver in Section 16.4.

16.4. Class Action Waiver. YOU AND ORION AI AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS ONLY. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — shall proceed in the courts identified in Section 16.6.

16.5. Jury Trial Waiver; Injunctive Relief. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. Notwithstanding Section 16.2, Orion AI may seek temporary or preliminary injunctive relief in any court of competent jurisdiction for actual or threatened infringement or misuse of its intellectual property or Confidential Information.

16.5A. Informal Resolution First. Before initiating arbitration, the party asserting a claim must send the other a written notice describing the claim and the relief sought, and the parties must attempt in good faith to resolve it for sixty (60) days. This is a condition precedent to arbitration.

16.5B. Coordinated Filings (Bellwether Process). If twenty-five (25) or more arbitration demands of a similar nature are filed against Orion AI by or with the assistance of coordinated counsel, the parties agree that the demands shall be resolved in staged proceedings: ten (10) demands selected in total by the parties (five each) shall proceed first as bellwether arbitrations, followed by a mandatory sixty (60) day global mediation, before any remaining demands may proceed. Statutes of limitations are tolled for demands awaiting their stage. A court of competent jurisdiction may enforce this Section.

16.5C. Small Claims Option. Either party may instead bring an individual claim in small claims court in a venue of competent jurisdiction, so long as it remains an individual claim in that court.

16.5D. Claims Period. To the fullest extent permitted by law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred.

16.6. Forum for Non-Arbitrable Claims. Any claim adjudicated in court rather than arbitration shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to their personal jurisdiction and venue.

17. Data Privacy

17.1. Data Collection. We collect and process your personal information (name, email, PayPal email if provided, phone number) for Program administration, payment processing, and communication. This data is handled in accordance with our Privacy Policy.

17.2. Referral Data. You will receive aggregate statistics about your referrals but will not have access to personally identifiable information of referred customers.

17.3. Mobile Information. We do not share, sell, rent, or trade your mobile phone number or any personal information collected in connection with SMS messaging with third parties for promotional or marketing purposes.

18. SMS/Text Messaging Terms

By providing your mobile phone number and opting in to receive SMS messages, you agree to the following terms:

18.1. SMS Use Cases. You may receive text messages for: Reward notifications, program updates, referral activity alerts, and promotional announcements about the affiliate program.

18.2. Message Frequency. Message frequency varies based on your referral activity and program updates. You may receive multiple messages per month.

18.3. Message and Data Rates. Standard message and data rates may apply. These charges are billed by your mobile carrier and are not charged by Orion AI Solutions.

18.4. How to Opt Out. You can opt out of SMS messages at any time by replying STOP to any message, emailing affiliates@orionaisolutions.ai, or calling (866) 547-2602.

18.5. How to Get Help. For help with SMS messages, reply HELP to any message or contact affiliates@orionaisolutions.ai.

18.6. Carrier Liability Disclaimer. Wireless carriers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission from your mobile carrier.

19. General Provisions

19.1. Entire Agreement. This Agreement constitutes the entire agreement between you and Orion AI regarding the Program and supersedes all prior agreements, including any prior affiliate or referral program terms, except as provided in Section 3.3 for accounts whose Qualified Conversion predates the lifetime-reward launch date.

19.2. Severability. If any provision is found unenforceable, the remaining provisions remain in full force.

19.3. Waiver. Failure to enforce any right does not constitute a waiver of that right.

19.4. Assignment. You may not assign this Agreement. We may assign our rights and obligations without your consent.

19.5. Survival. Sections 4.5, 4.7, 5, 8.2, 8.4, 10, 13, 14, 15, 16, and 19 survive termination of this Agreement, together with any accrued payment or reimbursement obligations.

19.6. Force Majeure. Orion AI is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.

Contact Us

For questions about these Affiliate Terms and Conditions or the Affiliate Program, contact us at:

Orion AI Solutions Inc.

Email: affiliates@orionaisolutions.ai

Phone: (866) 547-2602