Version: 1; Date: October 30, 2025
This AI Addendum (the “AI Addendum”; also referred to as the “AI Services Terms and Conditions”) is between (i) Orion Advisor Solutions, Inc. and/or its affiliates offering the AI Services (including, without limitation, Orion Advisor Technology, LLC, Summit Wealth Systems, Inc., Redtail Technology, Inc., BasisCode Compliance LLC (dba Orion Compliance), Advizr, Inc. (dba Orion Planning), and/or GxWorks, LLC (dba Orion Risk Intelligence); collectively “Orion”) and (ii) the entity who executed this AI Addendum or has clicked “I ACCEPT” or otherwise acknowledged this AI Addendum with respect to its use of and access to the AI Services (“Customer”) and who has previously entered into a Technology Services Agreement, or similar services agreement, with Orion (the “Agreement”). The terms of the Agreement are hereby incorporated by reference. This AI Addendum applies to all Services that utilize or integrate with AI Services (defined below), including without limitation such Services (or associated Documentation) which include identification such as “AI-assisted” or similar. The AI Services expressly includes (without limitation) the Orion Denali AI product and Orion Report Assistant and Orion Query Studio tools and any other services set forth on Appendix 1. This AI Addendum applies only if Customer chooses to utilize AI Services provided by Orion. The AI Services are entirely optional and not required to use the Services. The AI Services are intended for use only by Customer. By accessing or using the AI Services, Customer agrees to use the AI Services only in the manner and for the purposes set forth in this AI Addendum and the Agreement. Customer may provide information, data or input to be processed by the AI Services (“Inputs”), and receive AI Output (as defined below). Unless otherwise defined in this AI Addendum, capitalized terms have the meaning given to them in the Agreement.
1. DEFINITIONS.
“AI Output” means the data (e.g., responses, suggestions, or other content) generated by the AI Services from Customer’s use of AI Services.
“AI Services” means any and all artificial intelligence or machine learning software, technologies, features, or functionalities, including without limitation generative models, artificial intelligence algorithms or machine learning models, learnings or datasets, including any Beta AI Services, offered by Orion to Customer. For clarity, the AI Services are deemed a part of the Services, subject to the terms and conditions of the Agreement.
“AI Usage Data” means any data, insights, or other information generated or derived from AI Output and/or Data, in aggregated and de-identified form.
“Beta AI Services” means any AI Services that are in pre-release, beta, preview or similar trial form.
“Data” means, collectively, Customer Data and Client Data.
2. ACCEPTABLE USE
2.1 Access to and Use of the AI Services. Customer agrees to use the AI Services and any AI Output only in compliance with the Agreement, this AI Addendum (including the Acceptable Use Policy available at https://orion.com/ai-services-acceptable-use-policy, all applicable laws, and any other Documentation, guidelines, or policies that Orion provides or makes available to Customer. Except and solely to the extent such a restriction is impermissible under applicable law, Customer will not, and will not permit or authorize third parties to: (i) use the AI Services or AI Output to violate or infringe upon any third-party rights, including any intellectual property rights; (ii) use the AI Services or AI Output in violation of the Agreement and this AI Addendum, applicable law and other requirements provided by Orion, including using the AI Services to develop foundation models or other large-scale models that compete with Orion, its providers, or the AI Services; (iii) represent or mislead any AI Outputs as being an original work or a wholly human-generated work, or as being approved or vetted by Orion; (iv) use the AI Services for automated decision-making or for other processes that have legal, financial, or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws; (v) use the AI Services for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical; (vi) generate spam, or any content for dissemination for illegal activities, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same); (vii) use the AI Services in a manner outside the scope of the Agreement and this AI Addendum; (viii) submit Inputs that contain personal data without complying with legal and regulatory requirements with respect to such data; (ix) submit Inputs that contain sensitive health information; (x) cause Orion to violate any law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws); and (xi) use the AI Services in any manner that violates any applicable policies, terms, or acceptable use requirements of any applicable third-party services or providers used by Orion in connection with the AI Services, including but not limited to Anthropic’s Commercial Terms of Service, available at: https://www.anthropic.com/legal/commercial-terms, Anthropic’s Usage Policy, available at: https://www.anthropic.com/legal/aup, and AWS’ AWS Machine Learning and Artificial Intelligence Services Terms (including, without limitation those relating to Amazon Bedrock), available at: https://aws.amazon.com/service-terms/, including any further terms of service or use incorporated by reference or linked to therein.
2.2 Beta AI Services. Beta AI Services are made available to Customer “as is” as a Beta offering, without any indemnification or service level commitment of any kind or any warranty or representation regarding their availability, functionality, or results. As such, Customer acknowledges and understands that Beta AI Services may be subject to flaws, bugs, and interruptions in service. As a Beta Tester, Customer will: (i) test the Beta AI Services and provide Feedback (as defined below) to Orion regarding the Beta AI Services; (ii) assist Orion in identifying potential errors, defects, and/or malfunctions with the Beta AI Services; (iii) participate in regularly scheduled standing meetings as reasonably requested by Orion for the purposes of providing Feedback regarding the Beta AI Services; and (iv) reasonably respond to requests for Feedback and questions regarding Customer’s use of and interactions with the Beta AI Services. Beta AI Services may not be at a level of performance or compatibility of generally available services Orion offers and has not been not fully tested. Customer acknowledges that Beta AI Services are, generally, a pre-production release and are not suitable for full production use. Customer acknowledges that its usage statistics for Beta AI Services may be monitored and collected by Orion. Features included during the term of this Addendum may or may not be included in any corresponding general availability release after Launch. Further, Customer understands that Orion has no obligation to support or maintain Beta AI Services under these AI Services Terms and Conditions. To the extent Customer submits feedback, answers to questions, ideas, suggestions or proposals (“Feedback”) to Orion regarding Beta AI Services or any of Orion’s other products or services, then Customer hereby grants Orion a non-exclusive, worldwide, royalty-free, fully-sublicensable (through multiple tiers), and fully-transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback for any purpose.
BETA AI SERVICES CONTEMPLATED HEREUNDER ARE MADE AVAILABLE TO CUSTOMER SOLELY FOR EXPLORATORY AND INFORMATIONAL PURPOSES ONLY. Customer acknowledges, understands, and agrees that Customer’s use of the Beta AI Services are at Customer’s own risk and Orion shall not be liable for any error of judgment or for any losses suffered by Customer or its clients due to Customer’s use of Beta AI Services. Customer agrees not to deconstruct, reverse engineer, or otherwise misappropriate the technology and confidential information that comprises the Beta AI Services, regardless of the reason. Customer understands that Orion does not offer any advice or recommendation regarding the nature, potential value, or suitability of any security, transaction, or investment strategy. Customer agrees that information and details regarding the Beta AI Services and its participation as a Beta Tester with respect to the Beta AI Services shall be considered Confidential Information of Orion under the Agreement, subject to the provisions and protections with respect to Confidential Information thereunder. These AI Services Terms and Conditions do not convey to Customer any rights of ownership in the Beta AI Services and Customer acknowledges Orion’s intellectual property rights in the Beta AI Services regardless of whether any such intellectual property notice appears on the Beta AI Services. All right, title, and interest in the Beta AI Services and, in any ideas, features, designs, know-how, and programs, including any enhancements or modifications made to the Beta AI Services, shall at all times remain the property of Orion or its licensors.
3. AI OUTPUT.
3.1 Ownership. As between the Parties, Customer owns the AI Output to the extent protectable under applicable intellectual property law and subject to the restrictions set forth in Section 3.2.
3.2 Restrictions. Customer will not, and will not permit any third party to: (a) use the AI Output other than for Customer’s own internal business purposes; (b) develop artificial intelligence or machine learning models or extractions from the AI Output; (c) attempt to reverse engineer or extract components of any Services, AI Services, or associated models; (d) engage in prompt engineering attacks or other malicious attempts to extract information, know how, data, or other information from the AI Services; or (e) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or otherwise make any portion of the AI Output available to third parties except as otherwise expressly provided in the Agreement.
3.3 License to AI Output. Customer hereby grants Orion a perpetual, non-revocable, non-exclusive, worldwide, royalty-free right and license, with the right to sublicense to Orion’s affiliate and service providers, to use, host, reproduce, display, perform, and modify the Inputs, Data and AI Output strictly for the purposes of: (a) hosting, operating, and providing Services for Customer; and (b) generating AI Usage Data. This Section will survive expiration or termination of the Agreement to the extent any AI Usage Data is generated prior to such expiration or termination. Orion will continue to treat any Data and AI Output included in the AI Usage Data as Confidential Information post termination and/or expiration of the Agreement.
4. LICENSE TO DATA; AI/ML TRAINING RIGHTS.
4.1 Data License. Customer grants Orion, during the term of any AI Services, a limited, non-exclusive, non-transferable, worldwide, royalty-free license to host, copy, transmit, and display Data and all Inputs, solely as and to the extent necessary for Orion to provide the AI Services to Customer. The foregoing license shall be sublicensable to Orion’s affiliates and service providers solely as necessary for Orion to provide the AI Services to Customer.
4.2 AI/ML Training. Except in connection with Beta AI Services, Orion will not use Data or AI Output to train or retrain any AI Services with exception to (a) provide the AI Services to Customer solely within Customer’s instance of the AI Services, and (b) to train Customer tenant-specific AI models to provide customized findings and recommendations to Customer solely for Customer’s benefit. In the event that Customer uses Beta AI Services, Customer acknowledges and agrees that Orion has the right to train, modify or retrain the AI Services using any Data provided by Customer; provided, that Orion will anonymize or de-identify such Data in a manner that does not allow for the identification of Customer or any individual.
5. RESERVATION OF RIGHTS.
Notwithstanding anything to the contrary in this AI Addendum, and without limiting Orion’s rights under the Agreement, Orion will exclusively own and retain all right, title, and interest in and to the AI Services (including without limitation any improvements or modifications thereto or derivative works thereof), AI Usage Data, and all intellectual property rights in each of the foregoing.
6. REPRESENTATIONS AND WARRANTIES.
In addition to Customer’s representations and warranties elsewhere in the Agreement, Customer represents and warrants that it has obtained and will maintain all required rights, permissions, consents, and authorizations for the access to and use of Inputs and Data (including any personal data therein), and to transmit Input and Data, including any third party data, to the AI Services or otherwise to Orion, in connection with this AI Addendum.
7. DISCLAIMERS.
7.1 General. THE AI SERVICES AND AI OUTPUT ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO THE DISCLAIMERS IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY OPERATION OF LAW, WHETHER STATUTORY OR OTHERWISE, ORION MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY, REGARDING THE AI SERVICES, AI OUTPUT, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER, AND HEREBY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO: (I) NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE; AND (III) ANY WARRANTY THAT USE OF THE AI SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. REGARDLESS OF ANY CONTRARY PROVISIONS IN THE AGREEMENT, NEITHER ORION NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM (INCLUDING THIRD-PARTY CLAIMS), DAMAGE, OR LOSS ARISING FROM OR RELATING TO CUSTOMER OR ITS USERS’ USE OF THE AI SERVICES, INCLUDING WITHOUT LIMITATION ANY USE OF AI OUTPUT. FOR THE AVOIDANCE OF DOUBT, ANY SERVICE LEVEL AGREEMENTS SET FORTH IN THE AGREEMENT SHALL NOT APPLY TO THE AI SERVICES.
7.2 AI/ML. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY AI OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR AI OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE AI SERVICES MAY IN SOME SITUATIONS PRODUCE AI OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE AI OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUTS OR DATA INPUTTED INTO THE AI SERVICES AND CUSTOMER’S COMPLIANCE WITH THE AGREEMENT (INCLUDING THIS AI ADDENDUM). NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, ORION WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY AI OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM AI OUTPUT, OR ITS USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY AI OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE AI OUTPUT.
7.3 Third Party Integrations. ANY THIRD PARTY PRODUCTS, SERVICES OR INTEGRATIONS THAT ARE PROVIDED BY OR THROUGH ORION OR THE ORION PLATFORM IN CONNECTION WITH THE SERVICES OR AI SERVICES, OR WHICH ARE INTERACTED WITH BY CUSTOMER (“THIRD PARTY INTEGRATIONS”), ARE PROVIDED PURSUANT TO THE TERMS OF THE APPLICABLE AGREEMENT WITH SUCH THIRD PARTY INTEGRATION PROVIDER, AND ORION ASSUMES NO RESPONSIBILITY FOR, AND SPECIFICALLY DISCLAIMS ANY LIABILITY OR OBLIGATION WITH RESPECT TO, ANY THIRD PARTY INTEGRATIONS. TO THE EXTENT THAT CUSTOMER SHARES ANY DATA OR AI OUTPUT WITH ANY THIRD PARTY INTEGRATIONS, WHETHER OUTSIDE OR THROUGH THE SERVICES OR AI SERVICES, ANY SUCH SHARING OF DATA OR AI OUPUT SHALL BE AT CUSTOMER’S SOLE RISK.
8. ENTIRE AGREEMENT; SURVIVAL
This AI Addendum (including the Acceptable Use Policy) represents the parties’ entire understanding relating to the AI Services, and supersedes any prior or contemporaneous, conflicting, or additional communications. This AI Addendum is terminated upon the termination of the Agreement. All provisions relating to ownership rights, use restrictions, disclaimers, limitations of liability, Customer obligations, and applicable payment obligations, as well as any other provisions which by their nature are intended to survive termination, will survive any termination or expiration of this AI Addendum.
9. SUSPENSION AND TERMINATION RIGHTS
In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in the Agreement, Orion reserves the right to suspend the provision of the AI Services to Customer (a) if Orion reasonably determines that Customer is in breach of any this AI Addendum or any third party terms referenced herein, (b) if required by applicable law, rule or regulation or a governmental authority, (c) in the event of a security risk, or (d) in the event Customer’s use of the AI Services interferes with other users’ ability to use the AI Services. To the extent commercially reasonable based on the nature of the circumstances giving rise to the懸ension, Orion will give Customer advance notice of any such suspension, and Orion will re-establish the affected part(s) of the AI Services promptly after the situation giving rise to the suspension has been cured. For the avoidance of doubt, this AI Addendum will terminate concurrently with the Agreement. Orion may terminate the Beta AI Services at any time, for any reason, and with or without notice to Customer.
10. AMENDMENTS
Orion may amend or update this AI Addendum (including any exhibits, schedules or appendices thereto) from time to time, with such updated version posted to https://orion.com/ai-addendum, or a successor website designated by Orion. Customer’s continued use of the AI Services following the posting of such updated terms shall be deemed acceptance of the amended/updated AI Addendum.
APPENDIX 1
LIST OF AI SERVICES
Orion Denali AI
Orion Query Studio
Orion Report Assistant