Enterprise Agency Addendum

This Enterprise Agency Addendum ("Addendum") supplements the Terms of Service between Orion AI Solutions Inc., a Delaware corporation located at 2810 N Church St #607813, Wilmington, DE 19802 ("Orion"), and the enterprise customer identified in an Order ("Enterprise Customer").

1. Authorized enterprise acceptance

Only Enterprise Customer's owner or another signer Orion has verified as authorized may accept this Addendum or an account-level material change. The signer represents authority to bind Enterprise Customer.

A user whose seat is centrally billed by Enterprise Customer does not authorize billing, does not represent authority to bind Enterprise Customer, and is not asked to accept organization-level commercial terms. Each such user must acknowledge personal Communications responsibilities and comply with the Agreement while using the Services.

2. Order and enterprise structure

The Order identifies the committed term, committed seat quantity, seat rates, support fees, seat-level plan upgrades, billing schedule, renewal, cancellation, and negotiated terms. The Order controls those commercial figures.

Enterprise seat pricing is set from Orion's then-current enterprise rate schedule by two factors stated in the Order: the committed seat quantity and the committed term length. The minimum committed quantity, the available term lengths, and the per-seat rate for each combination are those published in the rate schedule referenced by the Order at the time the Order is accepted or renewed. Once an Order is accepted, its per-seat rate is locked for that Order's committed term.

Enterprise Customer is the payer for centrally billed seats. Adding, enabling, or retaining a seat may affect quantities and charges as described in the Order. An owner seat is billable only if the Order or product configuration treats it as an active usage seat. Seats in excess of the committed quantity bill at the Order's stated overflow rate.

If a user buys a personally billed add-on or separate subscription, that purchase is outside centralized billing and requires the user's separate purchase-point authorization.

3. Committed term, billing, and support

The Order states a committed term. The commitment is contractual for the full committed term; payment is collected on the billing schedule stated in the Order (monthly unless the Order states otherwise). Early termination, non-renewal notice, and true-up are governed by the Order.

Every enterprise Order includes Orion's dedicated enterprise support service at the flat monthly support fee stated in the Order. The support fee is a required component of enterprise service, bills on the same schedule as seat fees, and is not prorated per seat.

4. Seat usage allowances, seat plan upgrades, and overage

Each centrally billed seat includes the monthly usage allowances stated for its seat plan on the plan schedule referenced by the Order and shown in the account's billing settings. Allowances are per seat, reset each billing period, do not roll over, have no cash value, and are not refundable. The Included-Usage Terms apply to enterprise usage except where this Addendum or the Order states otherwise.

Enterprise Customer may upgrade an individual seat to a higher seat plan at the standard published price for that plan. An upgraded seat bills at its upgraded plan price in place of its committed seat rate, carries that plan's allowances, and returns to the committed seat rate when the upgrade ends at the period boundary stated in the billing settings.

Usage beyond a seat's allowance is governed by the Included-Usage Terms, billed to Enterprise Customer at the enterprise overage rates published in the account's billing settings at the time of use. Orders accepted under this Addendum version do not include prepaid usage credit pools unless the Order expressly states one.

5. Renewal and renegotiation

At the end of a committed term, continuation of enterprise service requires a renewal Order. Renewal pricing is set from the then-current enterprise rate schedule for the renewal Order's committed seat quantity and term length. Orion will present renewal terms before the renewal Order takes effect; acceptance of the renewal Order by an authorized signer is required to start a new committed term.

6. Enterprise administration and users

Enterprise Customer appoints administrators and is responsible for provisioning, permissions, access reviews, removal, branding, domains, and Downstream Users. Enterprise Customer will give users required notices and bind them to written terms no less protective than the Agreement, including its indemnification, defense, reimbursement, cooperation, audit, suspension, and evidence-preservation protections. Those terms must prohibit shared credentials, require individually authorized access, permit prompt termination, and give Orion and the persons protected by the Agreement direct enforcement rights as intended third-party beneficiaries to the extent permitted by law.

Enterprise Customer remains responsible for organization-level configuration, Communications, lead sources, consent and suppression processes, licenses, registrations, scripts, prompts, branding, and users. Personal acknowledgment by a user does not relieve Enterprise Customer of those duties.

7. White-label use

Where the Order permits white labeling, Enterprise Customer may present an approved branded interface. Enterprise Customer represents that it owns or has rights to its names, domains, logos, and other assets. White labeling does not make Enterprise Customer the licensor of Orion software or alter the parties' allocation of communications and data responsibility.

Enterprise Customer must use downstream terms no less protective than Orion's communications, privacy, acceptable-use, audit, suspension, evidence-preservation, indemnification, defense, reimbursement, and cooperation requirements. Enterprise Customer may not promise functionality, compliance, security, retention, deletion, support, or service levels beyond the Agreement and Order.

8. Communications compliance

Enterprise Customer controls and is responsible for all Communications made or caused through its enterprise environment, including by owners, agents, employees, contractors, subaccounts, clients, integrations, and configured AI agents. The Communications Compliance Addendum and Acceptable Use Policy apply.

Enterprise Customer will maintain a documented compliance program appropriate to its scale, including user training, source diligence, consent evidence, do-not-contact procedures, registration and licensing oversight, complaint escalation, auditing, and prompt removal of noncompliant users.

9. Data protection

Enterprise Customer is the controller or business for Customer Personal Data and Orion is its processor or service provider, except where a different role follows from the parties' actual activity. The DPA governs that processing. Enterprise Customer is responsible for its notices, lawful basis, instructions, data minimization, user permissions, and responses to individuals.

Enterprise Customer may submit organization-level DPA, subprocessor, privacy, deletion/return, and rights-assistance requests through Orion's designated process. Centrally billed users may view applicable documents and their own receipts but do not issue enterprise data instructions unless separately authorized.

10. Support and service levels

Support level, implementation assistance, contacts, response objectives, credits, and remedies are only those stated in the Order or an incorporated service-level schedule. Marketing statements and targets are not warranties or service levels.

11. Fees, renewal, and cancellation

Enterprise Customer will pay committed minimums, overflow or excess quantities, seat plan upgrades, usage, carrier charges, support fees, implementation fees, taxes, and other amounts in the Order. Unused committed quantities have the treatment stated in the Order; unused usage allowances have the treatment stated in the Included-Usage Terms.

Renewal, non-renewal notice, cancellation, early termination, true-up, resource release, and refunds are governed by the Order and Section 5 of this Addendum. A centrally billed user's departure does not cancel or reduce Enterprise Customer's commitment unless the Order says so.

12. Indemnity and enforcement

Enterprise Customer's indemnity under the Terms includes claims and costs caused by its Downstream Users, white-label customers, branding, Communications, lead sources, consent, configurations, instructions, content, privacy practices, or failure to bind and supervise users. Orion's audit, quarantine, suspension, evidence-preservation, and pass-through loss rights apply to the enterprise environment.

13. Precedence and general terms

This Addendum controls over the Terms only for enterprise structure and centralized billing subjects it expressly addresses. The Order controls commercial figures and expressly negotiated terms; the Included-Usage Terms control usage-billing subjects they address except where this Addendum or the Order states otherwise; the DPA controls Customer Personal Data processing; the Communications Compliance Addendum controls Communications.

Delaware law, arbitration, class-action waiver, jury-trial waiver, limitation of liability, notices, and other general provisions in the Terms apply. Legal notices must be sent to legal@orionaisolutions.ai and Orion AI Solutions Inc., 2810 N Church St #607813, Wilmington, DE 19802. Privacy questions go to privacy@orionaisolutions.ai.