Terms of Service

Parties, acceptance and definitions

These terms form an agreement between AthLink Networking Inc., a Delaware corporation with its registered office at 26 Sweetpea Court, Danville, California 94506 ("ORiON", "we", "us"), and the organization that subscribes to the platform ("Customer", "you"). They take effect when you accept them, sign an order form referencing them, or first use the platform — whichever happens first.

If you accept these terms on behalf of an organization, you confirm you have authority to bind it. The following defined terms carry specific meaning throughout.

• Platform — the ORiON application, its dashboards, agents and integrations, and this website.
• Organization — the workspace within the platform that holds your connections, dashboards, agents and members.
• Member — an individual you authorize to access your Organization.
• Connected System — any third-party or self-built system you authorize the platform to access.
• Customer Data — data the platform reads from, or writes to, your Connected Systems, and content you create in the platform.
• Agent — an automated process configured in the platform to pursue a goal you define.
• Proposed Action — a write, update, send or creation an Agent assembles and holds pending your decision.
• Approval — a Member's affirmative decision to execute a Proposed Action.

The service and permitted use

We grant you a non-exclusive, non-transferable right to access and use the platform for your internal business purposes during the term. The platform is licensed per Organization rather than per seat, so you may invite as many Members as your team requires.

You may export dashboards and reports and share them inside your organization and with your professional advisers. You may not resell the platform, provide it as a service to third parties, use it to build a competing product, reverse-engineer it, or attempt to circumvent its access controls or the Approval mechanism described in section 05.

You are responsible for your Members' use of the platform and for keeping credentials secure.

Accounts, organizations and members

Administrators manage membership and Connected Systems; Members work inside the Organization. You decide who holds each role, and you are responsible for keeping that current — including removing people promptly when they leave.

One operational consequence deserves explicit notice: because Connected Systems are authorized under an individual Member's credentials, removing that Member's access also removes the connections they established. Where a departing Member owns a connection your Organization depends on, it should be re-established under another Member before their access is revoked.

Connected Systems and authority to connect

You warrant that you have the right to connect each Connected System and to permit the platform to access the data within it — including where that data concerns your employees, customers, suppliers or other individuals, and including any consent, notice or works-council step your own obligations require.

The platform's visibility into a Connected System is bounded by the permissions of the account used to authorize it. Choosing which account to connect with is your decision, and its consequences — both what the platform can see and what it cannot — rest with you.

You may disconnect any system at any time. On disconnection our access is revoked and cached content from that system is purged.

Agent actions and Approval

Agents read Connected Systems within their access scope automatically. Agents do not write, update, send or create anything in a Connected System on their own initiative. An Agent assembles a Proposed Action, holds it pending, and surfaces it with its reasoning and source data for a Member to approve or reject.

An approved action is your action. On Approval, the Proposed Action is executed at your direction and treated for all purposes as an act of your organization, as though a Member had performed it directly in the Connected System. You are responsible for its consequences, including its effect on third parties.

You are responsible for ensuring that Members who hold approval rights have the internal authority to exercise them. We act on an Approval given through the platform and are not required to verify a Member's internal mandate.

We retain a record of each Proposed Action, who decided it, and the outcome.

Output accuracy and reliance

The platform uses large language models to interpret questions, analyze data and plan Agent activity. Model-generated analysis can be incorrect, incomplete or misleading, and its accuracy also depends on the completeness and quality of the data in your Connected Systems.

Output is decision support, not professional advice. You should not rely on it alone for financial reporting, employment decisions, regulatory filings, tax or legal positions, or any other consequential decision without independent verification. The platform records the sources behind each answer so that any figure can be traced back to the records it came from, and we recommend using that facility before a figure leaves your organization.

Third-party systems

The platform depends on interfaces published by third parties we do not control. Those providers may change, deprecate, rate-limit or withdraw their interfaces, and may suffer outages. Where that degrades or interrupts a connection, we will make reasonable efforts to restore it, but we are not liable for the third party's acts, omissions or availability.

Your use of each Connected System remains governed by your own agreement with that provider. Connecting it to the platform does not alter those terms, and you are responsible for ensuring the connection is permitted under them.

Customer Data, ownership and confidentiality

You retain all right, title and interest in Customer Data. We claim no ownership of it. We process it only to provide the platform to you, to maintain its security, and as otherwise instructed by you.

Model training and product improvement. We do not use Customer Data to train models, and our model provider does not train on data we send for inference. We will not use Customer Data to develop or improve the platform except where you have given us specific written permission to do so. Any such permission is given per customer, is limited to what it describes, and may be withdrawn on notice.

Each party will keep the other's confidential information in confidence and use it only for the purposes of this agreement. Our handling of personal data is described in the Privacy Policy.

Fees, term and termination

Subscriptions run for an initial term of twelve months from the start date in your order form, and renew automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Fees are as set out in your order form, are payable annually in advance, and are non-refundable except as expressly stated.

Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent. We may suspend access for non-payment or where continued use presents a security risk, having given you notice and a reasonable chance to resolve it where circumstances allow.

On termination your access ends, connections are revoked and cached content is purged. Because the platform is a layer over your systems rather than a system of record, your data remains in each Connected System throughout and there is nothing to migrate back. Data we hold is deleted on the timetable in the Privacy Policy. Sections 06, 08, 11, 12, 13 and 14 survive termination.

Support and availability

We provide support by email during business hours and aim to respond promptly. We will use commercially reasonable efforts to keep the platform available, and to give advance notice of planned maintenance where practical.

The standard agreement carries no contractual uptime commitment or service-credit regime.

Warranties and disclaimers

Each party warrants that it has the authority to enter into this agreement. We warrant that we will provide the platform with reasonable skill and care, and that we will not knowingly introduce malicious code.

Except as expressly stated, and to the fullest extent permitted by law, the platform is provided "as is" and we disclaim all other warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the platform will be uninterrupted, error-free, or that model output will be accurate or complete.

Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or anticipated savings, however caused and whether or not the possibility was known.

Each party's total aggregate liability arising out of or related to this agreement is limited to the fees paid or payable by you in the twelve months preceding the event giving rise to the claim. That cap does not apply to: breach of confidentiality obligations; infringement of the other party's intellectual property rights; your obligation to pay fees; or liability that cannot lawfully be limited, including fraud, fraudulent misrepresentation, death or personal injury caused by negligence.

Indemnities

We will defend you against third-party claims that the platform, used as permitted, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement.

You will defend us against third-party claims arising from Customer Data, from your connection of a system you lacked authority to connect, or from an action executed following an Approval given by one of your Members. Each indemnity is conditional on prompt notice, reasonable cooperation, and the indemnifying party controlling the defence and settlement.

Governing law and disputes

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this agreement, and each party submits to that jurisdiction and waives any objection to venue there. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

General

Neither party may assign this agreement without the other's consent, except to a successor in connection with a merger or sale of substantially all assets. These terms, together with your order form and the Privacy Policy, form the entire agreement and supersede prior discussions. If any provision is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. Neither party is liable for delay caused by events beyond its reasonable control.

Notices to us should be sent to legal@orionworkforce.ai and to the registered address in section 01. Notices to you will be sent to the administrator contact on your account.

We may update these terms. Where a change materially affects your rights we will give at least 30 days' notice before it takes effect, and continued use after that date constitutes acceptance.