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 term, committed or minimum quantities, seat rates, usage rates, included credits, support, implementation, billing schedule, renewal, cancellation, and negotiated terms. The Order controls those commercial figures.

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.

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. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Fees, renewal, and cancellation

Enterprise Customer will pay committed minimums, overflow or excess quantities, usage, carrier charges, support fees, implementation fees, taxes, and other amounts in the Order. Unused committed quantities and included credits have the treatment stated in the Order.

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

9. 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.

10. 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 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.