Last Updated: October 1, 2026
BY INDICATING ITS “ACCEPTANCE” OF THIS AGREEMENT, TECHNOLOGY PROVIDER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. “ACCEPTANCE” MEANS THE EARLIEST OF: (1) TECHNOLOGY PROVIDER’S SUBMISSION OF BILLING OR PAYMENT INFORMATION REQUESTED BY ORION IN CONNECTION WITH ORION’S NOTICE TRANSITIONING TECHNOLOGY PROVIDER TO PAID ACCESS; (2) TECHNOLOGY PROVIDER’S PAYMENT OF ANY INVOICE ISSUED BY ORION FOR PAID ACCESS UNDER THIS AGREEMENT; OR (3) TECHNOLOGY PROVIDER’S CONTINUED ACCESS TO OR USE OF ANY DELIVERY CHANNEL AND/OR DATA PROVIDED BY ORION VIA A DELIVERY CHANNEL. IF TECHNOLOGY PROVIDER DOES NOT AGREE TO THIS AGREEMENT, TECHNOLOGY PROVIDER MUST DISCONTINUE PARTICIPATION IN THE ECOSYSTEM AND ALL ACCESS TO AND USE OF ORION MATERIALS AND DELIVERY CHANNELS. TECHNOLOGY PROVIDER AGREES THAT ITS ACCEPTANCE CONSTITUTES A BINDING AGREEMENT ENFORCEABLE TO THE SAME EXTENT AS A WRITTEN AGREEMENT SIGNED BY TECHNOLOGY PROVIDER.
AGREEMENT
These Orion Connected Ecosystem Terms and Conditions (“Agreement”) are entered into by and between Orion Advisor Technology, LLC, a Nebraska limited liability company (“Orion”) and the entity participating in the Ecosystem (“Technology Provider”). For purposes of this Agreement, “Orion” and “Technology Provider” shall include their respective Affiliates, including (with respect to Orion), without limitation, Redtail Technology, Inc. and Summit Wealth Systems, Inc., as applicable. For purposes hereof, “Affiliates” shall refer to, with respect to either Party, any person or entity that directly or indirectly controls, is controlled by, or under common control with such Party. Orion and Technology Provider are each referred to herein individually as a “Party” and collectively as the “Parties.”
Section 1. Ecosystem Participation and Access.
Orion operates a connected ecosystem (the “Ecosystem”) through which approved third parties may integrate with or receive data or functionality from Orion’s technology platform (the “Platform”). “Delivery Channel” means any method through which Orion makes data, information, functionality, or other materials available to Technology Provider, including any Gateway, custom extracts (including SFTP or similar methods), Amazon Redshift data share, Snowflake data share, or other access or delivery method Orion makes available from time to time. “Gateway” means any API, programmatic gateway, connector, protocol, integration framework, or similar technical mechanism through which Orion enables access to data, functionality, or services. “Integration” means the interoperability or data-access arrangement approved by Orion between Technology Provider’s products or services and the Platform through one or more Delivery Channels. “Orion Materials” means the Delivery Channels, documentation, credentials, technical specifications, data, files, extracts, sample code, tools, and other materials or resources Orion makes available through or in connection with a Delivery Channel under this Agreement.
Subject to this Agreement, Orion grants Technology Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Orion Materials solely for the Integration and Orion-approved use cases. Technology Provider receives only the Delivery Channels, data sets, systems, functionality, accounts, roles, or other access expressly approved by Orion. Orion may modify, limit, condition, suspend, or discontinue any Delivery Channel or other feature of the Ecosystem, and may establish or modify technical, security, access, usage, or authentication controls. No rights are granted by implication.
Section 2. Technology Provider Responsibilities and Restrictions.
Technology Provider will operate and maintain the Integration at its expense; comply with applicable law and Orion’s reasonable technical and security requirements; obtain all necessary rights, consents, and permissions for data processed through the Integration; provide accurate information requested by Orion; and promptly cooperate with Orion regarding security, service, compliance, or other issues relating to the Integration.
Technology Provider is responsible for safeguarding all credentials, API keys, tokens, passwords, accounts, roles, certificates, and other access mechanisms used with the Orion Materials or any Delivery Channel and for all activity conducted through them. Technology Provider may use only access methods provisioned or expressly authorized by Orion and may not obtain or facilitate access through an Orion client or other third party without Orion’s prior written approval.
Technology Provider will not: (a) access or use Orion Materials or any Delivery Channel outside the approved scope; (b) reverse engineer or interfere with Orion technology; (c) circumvent access, security, rate, usage, or other controls; (d) resell, sublicense, distribute, or provide unauthorized third-party access to Orion Materials; (e) use Orion Materials or information obtained through a Delivery Channel for competitive intelligence, benchmarking, or development of a competing product; or (f) use Orion Materials, data, files, extracts, or outputs to train, develop, improve, validate, fine-tune, or otherwise inform any artificial intelligence or machine-learning model, or permit an AI or automated system to directly access or interact with a Delivery Channel, without Orion’s prior written consent.
Orion may monitor, review, and audit Technology Provider’s use of Orion Materials and Delivery Channels for compliance with this Agreement and may apply reasonable rate limits, usage limits, endpoint restrictions, authentication requirements, account or role controls, or other access controls.
Section 3. Data, Security, Intellectual Property and Confidentiality.
Technology Provider will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the data and will notify Orion without undue delay, and in no event more than seventy-two (72) hours after confirmation, of a security incident affecting data provided or made available by Orion or Orion systems.
Orion owns all right, title, and interest in the Platform, Orion Materials, Orion technology and related intellectual property (“Orion IP”). Technology Provider retains ownership of its products and technology. Any feedback provided by Technology Provider may be used by Orion without restriction and Technology Provider hereby irrevocably assigns to Orion all right, title, and interest in and to any such feedback. Orion may collect, create, process, transmit, store, use, and disclose aggregated and/or deidentified data derived from Technology Provider's use of or participation in the Ecosystem, the Integration, or the Orion Materials ("Aggregate Data") for its business purposes, including for machine learning and training, analysis, benchmarking, and analytics. All Aggregate Data will be in an aggregated and/or deidentified form only and will not identify Technology Provider or any individual. Nothing in this Agreement gives Technology Provider any rights in or to any part of the Ecosystem, the Orion Materials, or any Aggregate Data.
“Confidential Information” means non-public information disclosed by one Party that is designated confidential or reasonably should be understood as confidential. Orion Confidential Information includes Orion Materials and non-public information relating to or made available through Delivery Channels, including data, files, extracts, credentials, access configurations, pricing, specifications, customer information, and Orion IP. The receiving Party will use Confidential Information only for this Agreement, protect it using at least reasonable care, and disclose it only to personnel and representatives with a need to know who are subject to appropriate confidentiality obligations. These obligations do not apply to information that is publicly available through no breach, previously known without restriction, independently developed, or lawfully obtained from a third party.
Section 4. Fees and Payment.
Technology Provider will pay the fees specified in written notices provided by Orion (each, a “Fee Notice”). Unless otherwise stated in a Fee Notice, invoices are due within thirty (30) days after the invoice date. Technology Provider will pay by ACH, credit card, or another payment method permitted by Orion and will maintain accurate payment information and required authorizations. A rejected, declined, reversed, or failed payment does not relieve Technology Provider of its payment obligations. Failure to pay amounts when due constitutes a breach of this Agreement and may result in suspension or limitation of Technology Provider’s access to the Ecosystem in accordance with Section 5 below. Any payment due hereunder not received by its due date may accrue interest at the maximum amount permitted by law. All fees are non-cancelable and non-refundable except as expressly set forth in this Agreement. Fees are exclusive of applicable taxes, which are Technology Provider’s responsibility.
Section 5. Term; Suspension and Termination.
This Agreement becomes effective upon Acceptance and continues until terminated (the “Term”). Technology Provider may terminate this Agreement for convenience upon thirty (30) days’ prior written notice.
Either Party may terminate for a material breach not cured within thirty (30) days after written notice. Orion may suspend, limit access, or terminate this Agreement if Technology Provider fails to comply with this Agreement or Orion, in its sole discretion, determines that Technology Provider’s conduct involves or creates unauthorized access or use, misuse, a security or data-protection risk, violation of confidentiality or data-use restrictions, circumvention of Orion controls, nonpayment of amounts when due, or other conduct requiring immediate action to protect Orion, its customers, the Platform, or a third party. Suspension does not eliminate Technology Provider’s payment obligations, and Orion may condition reinstatement on Technology Provider’s cure of the applicable non-compliance and payment of past-due amounts.
Upon termination, Technology Provider will cease participation in the Ecosystem and access to Orion Materials and Delivery Channels, cease all use of Orion branding authorized under this Agreement, and delete or destroy Orion data, API responses, downloaded files, data extracts, credentials, and other retained Orion Materials, except where retention is legally required. Accrued payment obligations and provisions that by their nature should survive will survive termination.
Section 6. Warranties; Disclaimer.
Each Party represents that it has authority to enter into this Agreement. Technology Provider represents that its Integration and participation in the Ecosystem will comply with applicable law, will not infringe third-party rights, and will not introduce malicious code or known security vulnerabilities into Orion systems.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ECOSYSTEM, PLATFORM, ORION MATERIALS, DELIVERY CHANNELS, AND INTEGRATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ORION DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ORION DOES NOT WARRANT THAT ACCESS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA OR OUTPUT WILL BE ACCURATE, COMPLETE, TIMELY, OR RELIABLE.
Section 7. Indemnification; Limitation of Liability.
Technology Provider shall defend, indemnify, and hold harmless Orion and its Affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any third-party claims, actions, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Integration or Technology Provider’s use of the Delivery Channels or information obtained through Technology Provider’s use of the Delivery Channels; (b) Technology Provider’s products or services; (c) Technology Provider’s actions or inactions with respect to Orion’s Delivery Channels or Technology Provider’s breach of this Agreement; (d) Technology Provider’s violation of applicable law; (e) any allegation that Technology Provider’s products, services, data, or other materials infringe, misappropriate, or otherwise violate any third-party intellectual property or other rights; (f) Technology Provider’s acts, omissions, representations, or commitments to third parties; or (g) any claim arising out of or relating to Technology Provider's violation of any applicable privacy, data protection, cybersecurity, or consumer protection law or regulation in connection with Technology Provider's use of the Orion Materials, the applicable Delivery Channels, the Integration, or any data accessed or processed through or in connection with the Integration.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORION WILL NOT BE LIABLE FOR LOSS OF USE OR LOSS OF DATA, INACCURATE DATA, SECURITY FAILURE, BUSINESS INTERRUPTION, DELAY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL. ORION’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY TECHNOLOGY PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Section 8. General.
This Agreement, including the applicable Fee Notice, constitutes the entire agreement between the Parties hereto with respect to the obligations arising hereunder and supersedes and cancels any prior agreements, representations, warranties or communications, whether oral or written, among the Parties hereto relating to the subject matter hereof; provided that this Agreement may be superseded by a later written agreement signed by the Parties only if that agreement expressly references and supersedes this Agreement. A later posted version of this Agreement will supersede an earlier version in accordance with this Section. In the event of a conflict, a later signed agreement expressly superseding this Agreement controls, followed by the applicable Fee Notice solely with respect to Technology Provider-specific fees and commercial terms, followed by this Agreement, and then applicable Documentation. Orion may modify this Agreement at any time by posting an updated version of this Agreement. Each updated version will identify the date on which it was last updated and will become effective as of such date. Technology Provider’s continued participation in the Ecosystem or continued access to or use of any Orion Materials, or any Delivery Channel after the applicable “Last Updated” date constitutes Technology Provider’s acceptance of the updated Agreement. The then-current version of this Agreement posted by Orion will govern Technology Provider’s continued access to, participation in, or use of the Ecosystem. All notices under this Agreement must be in writing and will be deemed given when provided in accordance with this Section. Orion may provide notices to Technology Provider by email to any email address provided by Technology Provider in connection with the Ecosystem, the Integration, or Technology Provider’s billing or payment information. Technology Provider is responsible for maintaining current and accurate contact information with Orion. Notices provided by Orion by email will be deemed given when sent, provided that Orion does not receive notice of a delivery failure. Any notice from Technology Provider must be sent by email to legal@orion.com or by mail to 17605 Wright Street, Omaha, NE 68130. Such notice will be deemed given upon receipt by Orion. The Parties are independent contractors. Technology Provider may not assign this Agreement without Orion’s written consent; Orion may assign it to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets. This Agreement is governed by Delaware law, without regard to conflict-of-laws principles. If any provision is unenforceable, the remainder remains effective, and failure to enforce any provision is not a waiver.