Version: 1.0; Date: September 9, 2026
This AI Gateway Services Acknowledgment (this “Acknowledgment”) 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 individual who has clicked “I ACCEPT” or otherwise acknowledged this Acknowledgment in connection with such individual’s access to or use of the AI Gateway Services (as defined below) (“you” or “Authorized User”). You have been authorized by the entity that has previously entered into a Technology Services Agreement, or similar services agreement, with Orion (the “Agreement,” and such entity, “Customer”) to access or use the AI Gateway Services (as defined below) on Customer’s behalf as an AI Gateway Authorized User (as defined below). This Acknowledgment supplements, and is subject to, the AI Addendum entered into between Orion and Customer (the “AI Addendum”), available at https://orion.com/ai-addendum, and the terms of the Agreement, each of which is incorporated herein by reference. Unless otherwise defined in this Acknowledgment, capitalized terms have the meaning given to them in the AI Addendum or the Agreement. This Acknowledgment applies only if Customer has authorized you to access or use the AI Gateway Services. By clicking “I ACCEPT” or otherwise indicating electronic acceptance, or by accessing or using the AI Gateway Services, you acknowledge that you have read and understood this Acknowledgment and agree, on your own behalf and in your capacity as an AI Gateway Authorized User of Customer, to comply with the terms of this Acknowledgment, the AI Addendum, and the Agreement in connection with your access to and use of the AI Gateway Services.
1. DEFINITIONS.
“AI Gateway” means any programmatic gateway, connector, protocol, application programming 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 authorized by or on behalf of Customer to configure, manage, access, or use the AI Gateway Services on Customer’s behalf as an AI Gateway Technical Admin User or an AI Gateway Non-Admin User.
“AI Gateway Services” means the functionality that Orion makes available to Customer, as part of the AI Services, 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 third-party tools, applications, systems, models, or endpoints accessed through such Gateway Connections designated, configured, or authorized by an AI Gateway Technical Admin User on Customer’s behalf.
“AI Gateway Non-Admin User” means an AI Gateway Authorized User designated by Customer or an AI Gateway Technical Admin User as a user to access and use the AI Gateway Services solely through Gateway Connections established, configured, and authorized by an AI Gateway Technical Admin User.
“AI Gateway Technical Admin User” means an AI Gateway Authorized User designated by Customer as a technical administrator to select, configure, authorize, modify, or disable Gateway Connections and to manage the access levels and permissions of other AI Gateway Authorized Users with respect to the AI Gateway 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.
“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.
“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 Aggregate Data.
2. ACCEPTABLE USE. You agree to use the AI Services, including the AI Gateway Services, only in compliance with the Agreement, this AI Addendum (including the Acceptable Use Policy available at https://orion.com/ai-services-acceptable-use-policy), and all applicable laws. Without limiting your obligations under the Acceptable Use Policy, you will not, and will not permit or authorize third parties to, use the AI Gateway 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 your use of the AI Services and to throttle, limit, or otherwise restrict such use, as reasonably necessary to ensure and improve the security, integrity, and stability of the AI Services, and verify your compliance with the terms and conditions set forth herein.
3. DATA SHARING DISCLOSURE; REPRESENTATIONS AND WARRANTIES. By using the AI Gateway Services, you acknowledge that the third-party providers that operate, support, or are accessed through a Gateway Connection, and Orion, may process Data transmitted through such Gateway Connection 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 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. You represent and warrant that (i) you are authorized by Customer to access and use the AI Gateway Services (including, if applicable, to select, configure, or authorize any Gateway Connection) on Customer’s behalf, (ii) you have, and will maintain throughout your access to and use of the AI Gateway Services, the authority granted to you by Customer to permit such processing of Data, and that such processing does not and will not violate any obligation you, or, to your knowledge, Customer, owe to any third party or any applicable law, including any privacy or data protection law, and (iii) if you are an AI Gateway Technical Admin User, any transmission, disclosure, or sharing of Data through any Gateway Connection that you select, configure, or authorize to a third-party tool, application, model, system, or endpoint is consistent with the access and authority granted to you by Customer.
4. TERMS APPLICABLE TO AI GATEWAY TECHNICAL ADMIN USERS. This Section applies to you if you are an AI Gateway Technical Admin User. You hereby authorize 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 you select, configure, or authorize, to provide the AI Gateway Services and facilitate use thereof by you and any AI Gateway Non-Admin User to whom you grant access. On behalf of Customer, you are responsible for reviewing the applicable third-party provider’s terms of use, privacy policy, and data use practices before enabling any Gateway Connection, and your enablement of any Gateway Connection constitutes Customer’s acknowledgment of, and consent to, the processing of Data described in Section 3. You are 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) not sharing Data with the applicable third-party provider through the Gateway Connection unless you reasonably believe that Customer has obtained and will maintain all necessary rights, permissions, consents, and authorizations to do so; (iv) assigning and managing the access levels and permissions of each AI Gateway Non-Admin User to whom you grant access to the AI Gateway Services, in accordance with any applicable Documentation; and (v) communicating to each such AI Gateway Non-Admin User, and taking reasonable steps within your authority to require compliance with, obligations of confidentiality and use no less protective than those set forth in this Acknowledgement, the AI Addendum and the Agreement.
5. TERMS APPLICABLE TO AI GATEWAY NON-ADMIN USERS. This Section applies to you if you are an AI Gateway Non-Admin User. Your use of the AI Gateway Services constitutes your acknowledgment of, and consent to, the processing of Data described in Section 3. You may access and use the AI Gateway Services solely through the Gateway Connections established, configured, and authorized by an AI Gateway Technical Admin User on Customer’s behalf, and you will not select, configure, authorize, modify, or disable any Gateway Connection, or attempt to access, or request access to, any Gateway Connection other than those the applicable AI Gateway Technical Admin User has authorized for you. You will use each Gateway Connection only within the scope, categories of Data, and restrictions established for it by the applicable AI Gateway Technical Admin User. You will promptly notify the applicable AI Gateway Technical Admin User or Orion if you become aware of any actual or suspected unauthorized access, security incident, or misuse of the AI Gateway Services. You acknowledge that you are bound by obligations of confidentiality and use no less protective than those set forth in this Acknowledgement, the AI Addendum and the Agreement.
6. RESERVATION OF RIGHTS. Notwithstanding anything to the contrary in this Acknowledgment, 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, including the AI Services and any improvements or modifications thereto or derivative works thereof, and all intellectual property rights therein. Nothing in this Acknowledgment, the AI Addendum, or the Agreement gives you any rights in or to any part of the Orion IP.
7. DISCLAIMERS.
7.1 General. THE AI GATEWAY SERVICES ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO THE DISCLAIMERS IN THE AGREEMENT AND THE AI ADDENDUM, 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 YOU OR TO ANY OTHER PARTY, REGARDING THE AI GATEWAY SERVICES OR ANY GATEWAY CONNECTION, 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 GATEWAY SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. REGARDLESS OF ANY CONTRARY PROVISIONS IN THE AI ADDENDUM OR 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 YOUR USE OF THE AI GATEWAY SERVICES OR ANY GATEWAY CONNECTION. FOR THE AVOIDANCE OF DOUBT, ANY SERVICE LEVEL AGREEMENTS SET FORTH IN THE AGREEMENT SHALL NOT APPLY TO THE AI GATEWAY SERVICES.
7.2 Third Party Integrations. EACH GATEWAY CONNECTION AND ANY THIRD-PARTY TOOL, APPLICATION, MODEL, PLATFORM, SYSTEM, OR ENDPOINT ACCESSED THROUGH IT (EACH, AN “AI GATEWAY THIRD PARTY INTEGRATION”) IS PROVIDED PURSUANT TO THE TERMS OF THE AGREEMENT WITH THE APPLICABLE THIRD PARTY PROVIDER. ORION ASSUMES NO RESPONSIBILITY FOR, AND SPECIFICALLY DISCLAIMS ANY LIABILITY OR OBLIGATION WITH RESPECT TO, ANY AI GATEWAY THIRD PARTY INTEGRATION, INCLUDING ITS AVAILABILITY, FUNCTIONALITY, PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, COMPLIANCE WITH APPLICABLE LAW, OR OUTPUT, AND INCLUDING THE HANDLING, SECURITY, OR USE OF ANY DATA YOU TRANSMIT OR SHARE THROUGH A GATEWAY CONNECTION TO AN AI GATEWAY THIRD PARTY INTEGRATION. 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 AI GATEWAY THIRD PARTY INTEGRATION, AND ANY USE OF, RELIANCE ON, OR SHARING OF DATA WITH AN AI GATEWAY THIRD PARTY INTEGRATION IS AT YOUR SOLE RISK AND DISCRETION.
8. ENTIRE AGREEMENT; TERMINATION; SURVIVAL. This Acknowledgment, together with the AI Addendum and the Agreement, represents the entire understanding between Orion and you relating to your access to and use of the AI Gateway Services, and supersedes any prior or contemporaneous, conflicting, or additional communications relating thereto. This Acknowledgment will terminate upon the earlier of the termination of the Agreement or the AI Addendum, or the revocation of your authorization to access the AI Gateway Services. All provisions relating to ownership rights, use restrictions, disclaimers, limitations of liability, your obligations, and any other provisions which by their nature are intended to survive termination, will survive any termination or expiration of this Acknowledgment.
9. SUSPENSION RIGHTS. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in the AI Addendum or the Agreement, Orion reserves the right to suspend your access to the AI Gateway Services (i) if Orion reasonably determines that you are in breach of this Acknowledgment, the AI Addendum, the Agreement, 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 your use of the AI Gateway Services interferes with other users’ ability to use the AI Services (including the AI Gateway Services). To the extent commercially reasonable based on the nature of the circumstances giving rise to the suspension, Orion will give you advance notice of any such suspension, and Orion will re-establish your access to the affected part(s) of the AI Gateway Services promptly after the situation giving rise to the suspension has been cured.
10. AMENDMENTS. Orion may amend or update this Acknowledgment from time to time, with such updated version posted to https://orion.com/contract-terms/ai-terms-conditions, or a successor website designated by Orion. Your continued access to or use of the AI Gateway Services following the posting of such updated terms shall be deemed your acceptance of the amended or updated Acknowledgment.