Version: 3; Date: October 26, 2026
Previous Versions

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) Orion Denali AI and any other services set forth or referenced on the AI Services Appendix attached hereto and incorporated herein by this reference. 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 and its employees, contractors, and other individuals whom Customer authorizes to access or use the AI Services on its behalf (each, an “Authorized User”) pursuant to the licensing requirements of such AI Services, including, with respect to the AI Gateway Services, any AI Gateway Authorized User. Customer is responsible for each Authorized User’s compliance with this AI Addendum, the Acceptable Use Policy, and the Agreement, and for the acts and omissions of each Authorized User in connection with the AI Services as if done by Customer itself. Authorized Users include both Technical Admin Users and Non-Admin Users, as those terms are defined below. 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 Gateway” means any programmatic gateway, connector, protocol, application programing interface, and/or associated integration framework — including, without limitation, the Model Context Protocol (MCP), Google’s Agent-to-Agent Protocol, or any other similar or successor protocol now existing or later developed — that enables an application, or agent, model, or other software, to establish a Gateway Connection, in order to extend the functionality and contextual capabilities of the Services.

“AI Gateway Authorized User” means an Authorized User whom Customer authorizes to configure, manage, access, or use the AI Gateway Services on Customer’s behalf. AI Gateway Authorized Users include both Technical Admin Users and Non-Admin Users with respect to the AI Gateway Services.

“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 AI Gateway Services and 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.

“Beta AI Services” means any AI Services that are in pre-release, beta, preview or similar trial form.

“Contextual Layer” means the proprietary contextual, relational, and derived data structures, correlations, weightings, and metadata generated, curated, or organized by the Orion Platform and Services, whether created independently or derived from the Orion Platform, in each case excluding the underlying raw Customer Data and Client Data itself (as those terms are defined in the Agreement).

“Data” means, collectively, Customer Data and Client Data.

“Gateway Connection” means a connection through which an application, or agent, model, or other software, connects with, retrieves information from, and/or transmits Data to, or otherwise interoperates with, third-party tools, applications, systems, models, or endpoints selected, configured, or authorized by or on behalf of Customer.

“MCP” means the Model Context Protocol, a standardized protocol and associated integration framework that enables MCP Gateway Connections.

“Non-Admin User” means an Authorized User whom Customer (or its Technical Admin User) authorizes to access or use the Platform and the Services, including the AI Services.

“Orion IP” means the Orion Platform and Services, including the Contextual Layer, the AI Services, and all software, APIs, models, algorithms, calculations, methodologies, know-how, data structures, user interfaces, and Documentation, and all intellectual property rights therein. For the avoidance of doubt, Orion IP includes, without limitation: (i) the analytics, scores, and computations generated by the Orion Platform’s processing of Customer Data, and the methods and logic used to generate them; and (ii) all enhancements, improvements, modifications, and derivative works of the Orion Platform and Services, whether developed by Orion, Customer, or a third party, and including any developed in connection with Customer’s Feedback, use, or the Usage Data.

“Orion Platform” or “Platform” means the comprehensive portfolio management technology platform (including related technology administrative services), in whole or in part, Orion provides to independent third party investment advisors, broker-dealers, banks, insurance companies, or other entities lawfully providing investment advice or investment advisory services for use by such firms and their investment advisory clients.

“Services” means the technology services specified in the applicable Order Form or Agreement between Orion and Customer and more fully described in the product terms and descriptions available at https://orion.com/contract-terms/product-terms-descriptions.

“Technical Admin User” means an Authorized User whom Customer authorizes to configure, manage, and administer use of the Platform and the Services, including the AI Services.

“Usage Data” means information reflecting the access, interaction, or use of the Services by or on behalf of Customer and/or its Authorized Users including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the foregoing. Usage Data does not include any Customer Data, Client Data, Inputs, or AI Outputs.

 

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); (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 (a) used by Orion in connection with the AI Services, or (b) accessed via the AI Gateway Services, including, in either case, 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, Amazon Web Services’ AWS Machine Learning and Artificial Intelligence Services Terms (including, without limitation those relating to Amazon Bedrock), available at: https://aws.amazon.com/service-terms/, Microsoft’s Services Agreement, Code of Conduct, available at https://www.microsoft.com/en-us/servicesagreement/ and https://www.microsoft.com/en-us/servicesagreement/#14r_Copilot, OpenAI’s Services Agreement, available at https://openai.com/policies/services-agreement/, and OpenAI’s Usage Policies available at https://openai.com/policies/usage-policies/, in each case as may be updated by the applicable third-party provider from time to time, including any further terms of service or use incorporated by reference or linked to therein; and (xii) use the AI Services or any Gateway Connection to probe, scan, test, or gain unauthorized access to, or otherwise circumvent, interfere with, impair, or abuse, the security, integrity, or availability of Orion’s systems or any third-party tool, application, model, platform, system, or endpoint accessed through a Gateway Connection, or to exceed any applicable use limits, rate limits, or usage restrictions thereof, as set forth in the Documentation. Orion reserves the right to monitor Customer’s use of the AI Services and to throttle, limit, or otherwise restrict such use, as reasonably necessary to ensure the security, integrity, and stability of the AI Services.

2.2 Nature of the AI Services. Customer understands and acknowledges that the AI Services are designed to be utilized with human-in-the-loop review and oversight by Customer and that Customer remains responsible for supervising its users’ use of, and access to, the AI Services in accordance with applicable regulatory and fiduciary requirements.

2.3 Meeting Notetaker and Meeting Intelligence Functionalities. Customer is responsible for determining whether and under what circumstances Customer and its Authorized Users may utilize any AI Services that include meeting notetaker, recording, transcription, or intelligence functionalities. Customer shall provide, and shall require its Authorized Users to provide, all notices and obtain all consents, permissions, and authorizations required under applicable law and regulatory authority in connection with the recording and transcription of meetings and other communications through such meeting notetaker, recording, transcription, or intelligence functionalities.

2.4 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 or its Authorized Users submit 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: (i) use the AI Output other than for Customer’s own internal business purposes; (ii) develop artificial intelligence or machine learning models or extractions from the AI Output; (iii) attempt to reverse engineer or extract components of any Services, AI Services, or associated models; (iv) engage in prompt engineering attacks or other malicious attempts to extract information, know how, data, or other information from the AI Services; or (v) 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: (i) hosting, operating, and providing Services for Customer; and (ii) generating Usage Data. This Section will survive expiration or termination of the Agreement to the extent any Usage Data is generated prior to such expiration or termination. Orion will continue to treat any Data and AI Output that may be related to any Usage Data as Confidential Information post termination and/or expiration of the Agreement.

 

4. LICENSE TO DATA; 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. Orion may utilize subprocessors and service providers to provide, by way of example, monitoring, observability, evaluation, security, quality assurance, and performance measurement services. Such providers may process Inputs, Data, and AI Outputs solely to provide those services to Orion; provided that any such service providers will be in compliance with the commitments Orion makes in the Agreement, the DPA, and these AI Services Terms and Conditions.

4.2 No Training. Orion will not train any third-party or foundational AI models using Customer’s Inputs, AI Outputs, or Data. Orion may utilize its Usage Data and Customer’s Inputs, AI Outputs, or Data to train, retrain, provide appropriate inference to, or ground its AI Services solely to (i) provide the AI Services to Customer solely within Customer’s instance of the AI Services, (ii) to train Customer tenant-specific AI models to provide customized findings and recommendations to Customer solely for Customer’s benefit.

 

5. AI GATEWAY SERVICES.

5.1 General. Orion may make available to Customer, as part of the AI Services, functionality that utilizes one or more AI Gateways to establish and manage Gateway Connections, enabling the AI Services to connect with, retrieve information from, and/or exchange Data with the third-party tools, applications, systems, models, or endpoints accessed through such Gateway Connections (the “AI Gateway Services”). The AI Gateway Services are part of the AI Services and are subject to all terms of this AI Addendum, including this Section 5. Customer’s use of the AI Gateway Services is entirely optional and is not required to use the AI Services or the Services. If Customer opts to use the AI Gateway Services, then the terms of this Section 5 apply. Orion may monitor Customer’s use of the AI Gateway Services to ensure quality, improve Services, and verify Customer’s compliance with the terms and conditions set forth herein. Customer understands that certain use limits, rate limits, or usage restrictions may apply to the AI Gateway Services. Orion reserves the right to monitor Customer’s use of the AI Gateway Services and to throttle, limit, or otherwise restrict such use, as reasonably necessary to ensure the security, integrity, and stability of the AI Gateway Services.

5.2 Data Sharing Disclosure and Consent. Customer hereby authorizes Orion to transmit, disclose, and otherwise make Data available to the third-party providers that operate, support, or are accessed through any Gateway Connection that Customer selects, configures, or authorizes, to provide the AI Gateway Services to Customer and facilitate Customer’s use thereof. Customer acknowledges that such third-party providers (and Orion via its authorization to transmit, disclose, and otherwise make such Data available to such third-parties) may process such Data pursuant to such third-party’s terms of service, privacy policies, and data use practices, which are not controlled by Orion, and may permit the third-party provider (and Orion via its authorization to transmit, disclose, and otherwise make such Data available to such third-parties) to use such Data to provide, secure, and improve their own products and services and, in some cases, to train, develop, or improve artificial intelligence models. Customer is responsible for reviewing the applicable third-party provider’s terms of use, privacy policy, and data use practices before enabling any Gateway Connection, and Customer’s enablement of any Gateway Connection constitutes Customer’s acknowledgment of, and consent to, such processing of Data as described in this Section 5.2.

5.3 Customer Configuration and Responsibility. Customer is solely responsible for: (i) selecting, configuring, and authorizing each Gateway Connection; (ii) determining the categories and scope, and the data retention configurations, of Data made accessible through each Gateway Connection; (iii) training its Authorized Users on their access to and use of the AI Gateway Services; (iv) ensuring, consistent with Section 7 (Representations and Warranties), that it has obtained and will maintain all necessary rights, permissions, consents, and authorizations to share such Data with the applicable third-party provider through the Gateway Connection; and (v) ensuring that no Gateway Connection is used in a manner that violates Section 2.1 or the Acceptable Use Policy, including any use that could harm, disable, overburden, or impair the security, integrity, or availability of Orion’s systems or the systems of any third-party provider accessed through a Gateway Connection. Orion has no visibility into, control over, or responsibility for the handling, security, or use of Data once transmitted through a Gateway Connection to a third-party tool, application, model, system, or endpoint, and any such transmission is at Customer’s sole risk and discretion.

5.4 AI Gateway Authorized Users. Customer may designate Authorized Users, including Technical Admin Users and Non-Admin Users, as AI Gateway Authorized Users to configure, manage, access, or use the AI Gateway Services on Customer’s behalf. Customer is solely responsible for: (i) assigning and managing the access levels and permissions of each AI Gateway Authorized User in accordance with any applicable Documentation; (ii) ensuring that each AI Gateway Authorized User is bound by obligations of confidentiality and use no less protective than those set forth in this AI Addendum and the Agreement; and (iii) the acts and omissions of each AI Gateway Authorized User in connection with the AI Gateway Services as if such acts or omissions were Customer’s own.

5.5 Intellectual Property. Nothing in this Section 5 or Customer’s use of the AI Gateway Services grants Customer any additional rights in or to the Orion IP (including the Contextual Layer and the AI Services) or the Usage Data beyond those expressly set forth in this AI Addendum, and Orion’s ownership of the foregoing remains as set forth in Section 6.

5.6 Third-Party Liability Disclaimer. For the avoidance of doubt, each Gateway Connection and the third-party tool, application, model, system or endpoint accessed through it constitutes a Third Party Integration under, and is subject to, Section 8.3. Orion assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, the availability, functionality, performance, accuracy, reliability, security, compliance with applicable law, or output of any Gateway Connection or the third-party provider that operates, supports, or makes available such Gateway Connection. 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 any Gateway Connection or Customer’s or any AI Gateway Authorized User’s use of or reliance on a Gateway Connection, and any such use or reliance is at Customer’s sole risk.

 

6. USAGE DATA; RESERVATION OF RIGHTS.

6.1 Usage Data. Orion may collect, create, process, transmit, store, use, retain, and disclose Usage Data for its business purposes, including to develop, improve, support, and operate the Services. Orion may not share Usage Data that includes Customer’s Confidential Information with a third party except (i) in accordance with the terms of the confidentiality provisions in the Agreement or the DPA, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer’s Customer Data and Client Data cannot be identified, or (iii) as otherwise directed or permitted by Customer. Orion exclusively owns and retains all right, title, and interest in and to the Usage Data.

6.2 Ownership. 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 Orion IP, the AI Services (including without limitation any improvements or modifications thereto or derivative works thereof), Usage Data, and all intellectual property rights in each of the foregoing. Nothing in this AI Addendum or the Agreement gives Customer any rights in or to any part of the Services, the Orion IP, or the Usage Data. To the extent Customer or its Authorized Users submit Feedback to Orion regarding the AI Services or any of Orion’s other products or services, then Customer hereby grants Orion a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, 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.

 

7. REPRESENTATIONS AND WARRANTIES.

7.1 General. 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, including any transmission, disclosure, or sharing of Input or Data through any Gateway Connection that Customer selects, configures, or authorizes to a third-party tool, application, model, system or endpoint pursuant to Section 5 (AI Gateway Services).

7.2 Privacy Policy. Customer’s users will be subject to our Privacy Policy (available here) to the extent the terms of such Privacy Policy are not in conflict with the Agreement and these AI Services Terms and Conditions in using the Services, including the AI Services.

7.3 Data Protection Addendum. Orion and Customer will at all times abide by the Agreement, these AI Services Terms and Conditions, as well as the Data Protection Addendum (“DPA”; available here or as executed between Orion and Customer from time to time) with respect to the handling and processing of your Customer Data and Client Data. To the extent of any conflict between these AI Services Terms and Conditions and the DPA, as to the subject matter covered by the DPA, the DPA controls.

 

8. DISCLAIMERS.

8.1 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 AUTHORIZED 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.

8.2 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.

8.3 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.

 

9. 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.

 

10. 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 (i) if Orion reasonably determines that Customer is in breach of any of the terms, conditions, or obligations set forth in this AI Addendum or any third party terms referenced herein, (ii) if required by applicable law, rule or regulation or a governmental authority, (iii) in the event of a security risk, or (iv) 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 suspension, 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.

 

11. 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.

 

 

AI SERVICES APPENDIX

  • Denali Notetaker
  • Orion Denali AI
  • Orion Gateway Portal (AI Gateway Services)
  • Orion Query Studio
  • Orion Report Assistant
  • Orion Service Agent
  • Orion Planning AI
  • Orion Risk Intelligence Statement Reader
  • Redtail’s AI Features, Powered by Denali
    • Redtail Assistant
    • Redtail Contact Import
    • Redtail Review Prep
    • Redtail Smart Search
    • Redtail Workflow Builder
  • Redtail Client Intelligence
  • Meeting Intelligence