Terms of Service

These Terms of Service ("Terms") are between Orion AI Solutions Inc., a Delaware corporation located at 2810 N Church St #607813, Wilmington, DE 19802 ("Orion," "we," "us," or "our"), and the person or entity that accepts these Terms or uses the Services ("Customer," "you," or "your"). If you accept for an organization, you represent that you have authority to bind that organization. A user whose account is independently billed represents only that the user is the subscriber or is authorized to bind the subscriber responsible for that account. A centrally billed enterprise user does not, merely by using the Services or acknowledging personal responsibilities, represent authority to bind the enterprise customer.

1. Contract documents and precedence

These Terms, the applicable order form or checkout disclosure ("Order"), Communications Compliance Addendum, Acceptable Use Policy, Data Processing Addendum ("DPA"), and any applicable Enterprise or Independent Subscriber Addendum form the "Agreement." The Privacy Policy is a notice describing Orion's privacy practices and is not a substitute for the DPA.

If documents conflict, the following order applies only to the conflicting subject: (1) a signed Order that expressly identifies the provision it changes; (2) the applicable Enterprise or Independent Subscriber Addendum; (3) the DPA for personal-data processing; (4) the Communications Compliance Addendum for Communications; (5) these Terms; and (6) the Acceptable Use Policy. A later document does not silently amend a higher-priority document.

2. Services and accounts

Orion provides hosted customer-relationship management, lead management, workflow automation, artificial-intelligence-assisted voice and messaging, email, calling, recording, advertising integrations, analytics, and related services (the "Services"). Features, limits, and availability may vary by plan, Order, jurisdiction, provider, and account status.

You must be at least eighteen years old and legally capable of entering this Agreement. You will provide accurate account, business, billing, registration, and compliance information; keep credentials secure; promptly remove unauthorized users; and remain responsible for activity under your account except to the extent caused by Orion's breach of this Agreement.

3. Customer data, instructions, and content

As between the parties, Customer retains its rights in data, content, scripts, prompts, branding, recordings, leads, and other materials submitted to the Services ("Customer Data"). Customer grants Orion and its subprocessors a limited right to host, process, transmit, reproduce, and display Customer Data as necessary to provide, secure, support, and improve the Services, comply with documented instructions, prevent abuse, and satisfy law.

Customer represents and warrants that it has all rights, notices, permissions, licenses, and lawful bases needed to provide Customer Data and instruct Orion to process it. Customer determines recipients, campaigns, offers, scripts, content, schedules, configurations, and whether a Communication is legally permitted. Orion does not acquire ownership of Customer Data.

4. Communications responsibility

"Communication" includes any call, artificial or prerecorded voice call, AI-generated voice call, voicemail or ringless voicemail, SMS, MMS, RCS, email, advertising message, or similar outreach made, attempted, or caused through the Services.

Customer creates, selects, controls, and initiates its Communications and is the seller, telemarketer, caller, texter, advertiser, sender, and initiator to the extent those terms apply under law. Orion supplies technology and transmission access; it does not select Customer's recipients, determine consent, provide legal advice, or certify that a Communication is lawful.

Before each Communication, Customer repeats the representations and warranties in the Communications Compliance Addendum, including that the recipient, number, channel, purpose, content, technology, time, seller identity, caller ID, disclosures, licenses, registrations, and consent evidence satisfy applicable law. Customer must immediately stop or quarantine activity when those representations are no longer accurate.

5. Compliance tools are not a safe harbor

Templates, consent fields, proof uploads, registration assistance, lead scoring, suppression checks, calling-hour controls, opt-out handling, alerts, and other compliance-related features are convenience and risk-reduction tools. They may be incomplete, unavailable, configured incorrectly, or unable to account for facts and laws Orion does not know. They are not legal advice, a compliance certification, or a guarantee. Customer remains responsible for legal review, accurate configuration and data, personnel training, monitoring, and every final decision to communicate.

6. Acceptable use

Customer and its users must comply with the Acceptable Use Policy and all applicable laws, regulations, court orders, carrier requirements, industry rules, professional obligations, and third-party terms. Customer may not use the Services for unlawful, deceptive, abusive, infringing, fraudulent, harassing, discriminatory, or rights-violating activity; to evade suppression, carrier, identity, or safety controls; or to compromise the Services or another person.

7. Downstream users and white-label use

Customer is responsible for its owners, employees, agents, contractors, subaccounts, invitees, white-label users, clients, and anyone Customer permits to use the Services ("Downstream Users"). Customer must bind each Downstream User by written terms no less protective of Orion than the Agreement's communications, privacy, acceptable-use, audit, suspension, evidence-preservation, indemnification, defense, reimbursement, and cooperation requirements. Those terms must prohibit shared credentials, require access through individually authorized accounts, permit prompt access termination, and identify Orion and the persons protected by the Agreement as intended third-party beneficiaries entitled to enforce the protective provisions directly to the extent permitted by law. Customer remains responsible for Downstream Users and must promptly suspend their access when compliance cannot be established.

Independent self-billed subscribers contract directly with Orion and are responsible for their own use. Centrally billed enterprise users have personal use obligations, while the enterprise customer remains responsible for organization-level obligations under its Order and Enterprise Addendum.

8. Fees, usage, taxes, and payment

Customer will pay the fees, usage charges, carrier charges, taxes, and other amounts shown in the applicable Order, checkout, or in-product purchase disclosure. Metered use may be charged against a prepaid wallet or payment method. Rates may vary by destination, carrier, feature, and plan. Orion may change future rates after notice; a change does not alter charges already incurred.

Except where law or an Order requires otherwise, fees for a billing period already begun, setup work already performed, registration charges, carrier charges, and consumed usage are non-refundable. Customer is responsible for taxes other than taxes on Orion's net income.

9. Recurring subscriptions and cancellation

Recurring charges require a separate, conspicuous authorization identifying the price or pricing method, billing interval, trial terms if any, and cancellation method. These Terms do not replace that authorization.

Unless the applicable Order states otherwise, a recurring subscription renews until canceled. Customer may use the cancellation method shown in the billing area or contact support@orionaisolutions.ai. Cancellation generally stops the next renewal and takes effect at the end of the paid period. Product-specific effects, credits, refunds, pauses, resource release, and reactivation rights are governed by the applicable Order and then-current in-product disclosure; these Terms do not promise a universal outcome for every account type.

Orion may, at its discretion, offer a promotional trial or promotional credit in writing (for example, by email or in an in-app offer), even if Customer or the account received a free trial before. A promotional trial or promotional credit applies only as stated in that offer. Promotional credit: (i) has no cash value; (ii) is not refundable, redeemable, or convertible into cash or any other form of payment; (iii) is not transferable to any other account or person; (iv) may be applied only toward eligible usage and fees on Customer's own account; and (v) is forfeited without compensation when a cancellation of the account takes effect or the account is closed, deleted, or terminated for any reason. Promotional credit does not otherwise expire.

10. Third-party services

The Services interoperate with telecommunications carriers, AI providers, hosting providers, payment processors, advertising platforms, email providers, calendar providers, analytics providers, and other third-party services. Their terms, technical limits, and availability may apply. Orion is not responsible for third-party acts, outages, policy changes, or Customer's separate relationship with a third party, but this does not limit Orion's obligations under the DPA.

11. Intellectual property and feedback

Orion and its licensors retain all rights in the Services, software, documentation, models, workflows, interfaces, and Orion materials. Subject to the Agreement, Orion grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Services during the subscription term for its internal business purposes. Customer may not reverse engineer, resell, sublicense, copy, scrape, benchmark for publication, or use the Services to build a competing product except where law prohibits that restriction.

If Customer provides feedback, Customer grants Orion a perpetual, irrevocable, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.

12. Confidentiality

Each party will protect the other party's nonpublic business, technical, security, and financial information using reasonable care and use it only to perform or enforce the Agreement. Confidential Information excludes information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose information when legally required after giving notice where permitted.

13. Security and privacy

Orion will maintain a security program designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, as described in the DPA. No service can guarantee absolute security. Customer is responsible for account access, endpoint security, lawful collection, user permissions, and configurations under its control.

The Privacy Policy describes Orion's controller activities. When Orion processes lead, prospect, policyholder, or other personal data on Customer's documented instructions, Customer's privacy notice generally governs the relationship with that individual and the DPA governs processing between Customer and Orion.

14. Monitoring, audit, quarantine, and suspension

Orion may monitor use for security, billing, service quality, fraud, carrier, and compliance purposes consistent with law. Orion may request records reasonably necessary to investigate risk or verify compliance. Customer must provide urgent carrier, regulator, subpoena, or claim records within one business day and other requested compliance records within three business days, unless Orion agrees otherwise.

Orion may immediately reject, delay, quarantine, preserve, restrict, or suspend a lead, Communication, campaign, number, integration, user, feature, or account when Orion reasonably suspects unlawful use, missing or disputed proof, fraud, security risk, carrier risk, material breach, or risk to Orion or others. Orion may report activity to providers or authorities where permitted or required. Customer is not entitled to a refund for charges caused by its violation, except where law requires otherwise.

15. Complaints, legal process, and cooperation

Customer must notify legal@orionaisolutions.ai within twenty-four hours after learning of a demand letter, threatened claim, lawsuit, regulator or carrier inquiry, subpoena, do-not-contact complaint, consent dispute, data incident, or material compliance failure involving the Services. Customer must preserve relevant consent, source, script, prompt, message, call, recording, caller-ID, registration, configuration, and user records; cooperate reasonably; and not destroy evidence, admit Orion fault, or settle on terms imposing liability or obligations on Orion without Orion's written consent.

16. Pass-through losses and reserves

Without limiting Section 18, Customer will reimburse Orion for carrier penalties, registration fees, chargebacks, remediation expenses, investigation costs, and third-party charges attributable to Customer or its Downstream Users. Orion may offset undisputed amounts against credits or require reasonable payment security for objectively documented elevated risk, subject to applicable law and the Order.

17. Warranties and disclaimers

Each party warrants that it has authority to enter the Agreement. Orion warrants that it will provide the Services in a professional manner consistent with generally accepted industry practices. Customer's exclusive remedy for breach of that warranty is re-performance or, if Orion cannot re-perform, termination and a prorated refund of prepaid fees for the affected unused period.

Except for that express warranty and to the maximum extent permitted by law, the Services are provided "as is" and "as available." Orion disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Services will be uninterrupted, error-free, legally compliant for Customer's facts, or produce a particular business result.

18. Indemnification

Customer will defend, indemnify, and hold harmless Orion, its affiliates, providers, and their officers, directors, employees, agents, and contractors from any actual or alleged claim, investigation, demand, fine, penalty, loss, judgment, settlement, charge, and reasonable attorney, expert, preservation, production, and investigation cost arising directly or indirectly from:

• Customer Data, content, scripts, prompts, offers, representations, branding, or instructions;
• a Communication or Customer's selection of a recipient, lead source, seller identity, caller ID, channel, technology, time, or purpose;
• failure to obtain, document, retain, honor, or transmit consent, revocation, suppression, notice, or disclosure;
• inaccurate or incomplete source, recipient, consent, registration, identity, licensing, or billing information;
• actual or alleged violation of communications, privacy, recording, advertising, insurance, licensing, consumer-protection, or carrier requirements;
• carrier fees, penalties, chargebacks, sender or number restriction, suspension, or loss, registration or remediation expense, or third-party pass-through charge attributable to Customer or its Downstream Users;
• a subpoena, civil investigative demand, regulator or carrier inquiry, preservation request, evidence production, or response expense arising from Customer's activity;
• failure to receive, verify, route, preserve, or honor a privacy or data-rights request for which Customer is responsible;
• a Downstream User or other person acting through Customer's account;
• Customer's breach of the Agreement, infringement, unlawful upload, fraud, negligence, willful misconduct, or security incident caused by Customer's systems or credentials.

Orion will promptly notify Customer of a covered claim, subject to no forfeiture except to the extent delay materially prejudices the defense. Orion may select counsel and control the defense; Customer will cooperate fully and promptly provide requested information, witnesses, records, and assistance; and Customer will promptly reimburse covered costs. Customer may not settle a claim that admits Orion fault, imposes obligations on Orion, or fails to release Orion without Orion's written consent. These obligations survive termination.

19. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data, even if advised of the possibility.

Orion's aggregate liability arising from the Agreement will not exceed fees paid or payable by Customer to Orion for the affected Services during the three months before the event giving rise to liability. The cap does not apply where law prohibits limitation.

20. Term and termination

The Agreement begins when accepted or when Customer first uses the Services and continues while Customer has an account or Order. Either party may terminate as allowed by the Order. Orion may terminate immediately for material breach, unlawful or high-risk use, nonpayment, provider direction, insolvency, or repeated violations.

Upon termination, Customer must stop using the Services and pay accrued amounts. Provisions that by their nature should survive do survive, including ownership, fees, confidentiality, evidence preservation, indemnification, limitations, disputes, and general terms.

21. Changes and reacceptance

Orion may update the Agreement prospectively. Orion will preserve prior versions and provide notice appropriate to the change. Material changes to communications duties, privacy/data processing, indemnification, dispute terms, billing authorization, or other material rights may require affirmative acceptance by the appropriate signer before continued access. A centrally billed enterprise user's personal acknowledgment does not substitute for an authorized enterprise acceptance.

22. Arbitration, class waiver, and governing law

Any dispute arising out of or relating to the Agreement or Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator. Arbitration will occur in Delaware, remotely where the arbitrator permits. Either party may seek temporary or injunctive relief in a state or federal court located in Delaware to protect intellectual property, security, confidential information, or the integrity of the Services.

YOU AND ORION MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Either party may bring an individual claim in a court of competent small-claims jurisdiction instead of arbitration. Customer may opt out of arbitration by sending a signed notice identifying the Customer and account to legal@orionaisolutions.ai and Orion's mailing address within thirty days after first accepting this version. The notice affects arbitration only and does not reject the rest of the Agreement. If twenty-five or more substantially similar arbitration demands are coordinated by the same or related counsel, the parties will use the AAA's then-current mass-arbitration procedures and the demands will proceed in administratively efficient batches permitted by those procedures. Orion will pay arbitration fees only to the extent required by applicable law or AAA rules; otherwise fees are allocated under those rules.

The Agreement is governed by Delaware law without regard to conflicts rules. Courts located in Delaware have exclusive jurisdiction over matters not subject to arbitration.

23. General

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Customer may not assign the Agreement without Orion's consent; Orion may assign it in connection with a reorganization, financing, merger, acquisition, or sale of substantially all relevant assets. The parties are independent contractors. No waiver is continuing. If a provision is unenforceable, it will be modified only as necessary and the remainder continues. The Agreement is the entire agreement on its subject and may be signed or accepted electronically in counterparts.

Legal notices to Orion must be sent to legal@orionaisolutions.ai and Orion AI Solutions Inc., 2810 N Church St #607813, Wilmington, DE 19802. Operational support requests go to support@orionaisolutions.ai.