Independent Subscriber Addendum

This Independent Subscriber 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 independently billed person or business responsible for the account ("Subscriber").

1. Subscriber identity and authority

Subscriber contracts directly with Orion for Subscriber's account even if another agency invited Subscriber, displays branding, or provides a workspace relationship. The inviting agency is not the payer or contracting party for Subscriber's Orion subscription unless an Order expressly states otherwise.

The accepting user represents only that the user is Subscriber or is authorized to bind Subscriber for this account. The user does not represent authority to bind an inviting agency, upline, carrier, lead vendor, or other third party.

2. Direct billing

Subscriber is directly responsible for subscription, usage, carrier, registration, tax, add-on, and other charges shown in the applicable Order or purchase disclosure. An agency invitation, affiliation, branding relationship, or account assignment does not transfer Subscriber's payment obligations.

Any recurring charge requires a separate authorization that identifies the price or pricing method, interval, trial terms if any, and cancellation method. Acceptance of this Addendum is not the recurring-charge authorization and cannot replace it. A new or materially changed recurring product requires its own purchase-point authorization where required.

3. Renewal and cancellation

The subscription renews only according to the separate authorization and applicable Order. Subscriber may cancel using the available in-product billing flow or the support method stated in the Order. Unless the Order states otherwise, cancellation stops the next renewal and access continues through the paid period.

Fees, prepaid balances, credits, phone numbers, carrier registrations, pauses, refunds, and reactivation are governed by the Order and the verified in-product disclosure for Subscriber's account type. Nothing in this Addendum creates a refund or resource-retention right not stated there or required by law.

4. Independent compliance responsibility

Subscriber controls and is responsible for Subscriber's leads, Communications, content, scripts, prompts, users, settings, registrations, consent, evidence, suppression, licenses, and legal compliance. Subscriber accepts the Communications Compliance Addendum and Acceptable Use Policy for Subscriber's own account and use.

An inviting or branding agency's review, template, training, or instruction does not replace Subscriber's legal review or shift Subscriber's obligations to Orion.

5. Data roles

Subscriber is responsible for providing required notices and determining the lawful basis and purposes for personal data submitted to the Services. When Orion processes that data on Subscriber's documented instructions, the DPA applies. The Privacy Policy separately describes Orion's controller activities.

6. Agency relationships

Subscriber authorizes Orion to display Subscriber within an assigned agency workspace and to provide the agency visibility or administrative functions that Subscriber or the applicable product configuration permits. Subscriber will review and maintain those permissions. Orion is not a party to separate compensation, lead, employment, contractor, insurance, or marketing arrangements between Subscriber and an agency.

7. Indemnification and risk

The indemnification, defense, reimbursement, audit, suspension, and evidence-preservation provisions in the Terms apply to Subscriber and Subscriber's account. Subscriber's obligations include claims arising from Subscriber's Communications, Customer Data, users, lead sources, consent, content, branding, registrations, or violation of law or the Agreement.

8. Precedence and general terms

This Addendum controls over the Terms only for the independent direct-billing and subscriber-authority subjects it expressly addresses. The Order controls commercial figures. The separate recurring-charge authorization controls the authorized price and interval.

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.