Terms of Service

1. Acceptance of Terms

By accessing or using OrionEQ's Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

OrionEQ provides an agentic infrastructure platform that enables enterprises to deploy, orchestrate, and govern autonomous agents. Our Services include:

• Agent Orchestration: Multi-agent coordination with shared memory and real-time conflict prevention.
• Agent Governance: Audit logs, kill-switches, rollback capabilities, and compliance tools.
• Contextual Intelligence: Sentiment analysis, urgency detection, and hierarchy awareness for agents.
• Agent Memory: Multi-layer memory system (episodic, semantic, working, learning).
• Security & Compliance: Enterprise-grade security controls, encryption, and compliance features.
• Strategic Services: Guided configuration and bespoke agent development for enterprise workflows.

3. Account Registration and Security

3.1 Account Creation

You must provide accurate, complete, and current information during registration. You are responsible for maintaining the confidentiality of your account credentials.

3.2 Account Security

You are responsible for all activities that occur under your account. You must notify us immediately of any unauthorized access or security breach. We recommend enabling multi-factor authentication (MFA) for enhanced security.

4. Acceptable Use

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws.
• Attempt to gain unauthorized access to the Services, other accounts, or systems.
• Interfere with or disrupt the integrity or performance of the Services.
• Reverse engineer, decompile, or attempt to extract source code from the Services.
• Use the Services to transmit malware, spam, or harmful content.
• Violate the privacy rights of others or collect personal data without authorization.
• Use the Services in a manner that exceeds reasonable usage limits or degrades system performance.

5. Data Ownership and License

5.1 Your Data

You retain all ownership rights to the data you input into the Services ("Customer Data"). You grant OrionEQ a limited license to process, store, and use Customer Data solely to provide the Services and improve agent performance within your tenant.

5.2 Agent Learning

Agents learn from your interactions and feedback to improve performance. This learning is isolated to your tenant and is not shared across customers. Aggregated, anonymized insights may be used to improve the platform.

5.3 OrionEQ Intellectual Property

The Services, including all software, algorithms, models, and documentation, are owned by OrionEQ and protected by intellectual property laws. These Terms do not grant you any ownership rights to the Services.

6. Agent Actions and Governance

6.1 Agent Authorization

You authorize OrionEQ agents to take actions on your behalf within the scope of permissions you grant. You are responsible for configuring agent permissions appropriately.

6.2 Audit and Rollback

All agent actions are logged with full traceability. You can review, audit, and rollback agent actions through our Control Center. Audit logs are retained for 3 years.

6.3 Kill-Switches

You can disable individual agents or use the global kill-switch to stop all agent activity immediately. We may also disable agents if we detect anomalous behavior or security threats.

7. Third-Party Integrations

The Services integrate with third-party platforms (Gmail, Outlook, Salesforce, Slack, etc.). Your use of these integrations is subject to the third party's terms of service. OrionEQ is not responsible for third-party services or their availability.

You are responsible for ensuring you have proper authorization to connect third-party accounts and grant OrionEQ agents access to data from those services.

8. Payment Terms

8.1 Fees

Fees for the Services are specified in your subscription plan or service agreement. All fees are non-refundable except as required by law or as specified in your agreement.

8.2 Billing

Subscription fees are billed in advance on a monthly or annual basis. Usage-based fees (if applicable) are billed monthly in arrears. You authorize us to charge your payment method on file.

8.3 Late Payment

If payment is not received within 30 days of the due date, we may suspend access to the Services until payment is received. Accounts overdue by 60+ days may be terminated.

9. Service Level and Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may perform maintenance, updates, or experience outages that temporarily affect service availability.

Enterprise customers may have specific Service Level Agreements (SLAs) outlined in their service agreement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORIONEQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO ORIONEQ IN THE 12 MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

11. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ORIONEQ DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will be error-free or uninterrupted
• Agent actions will always be accurate or appropriate
• Defects will be corrected within a specific timeframe
• The Services will meet your specific requirements

You are responsible for reviewing agent actions and maintaining appropriate oversight.

12. Indemnification

You agree to indemnify and hold OrionEQ harmless from any claims, damages, or expenses arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Actions taken by agents you authorize

13. Termination

13.1 Termination by You

You may terminate your account at any time through the platform settings or by contacting support. Subscription fees are non-refundable.

13.2 Termination by OrionEQ

We may suspend or terminate your access to the Services if:

• You violate these Terms
• Your account is overdue by 60+ days
• We are required to do so by law
• We discontinue the Services (with 90 days notice)

13.3 Effect of Termination

Upon termination, your access to the Services will cease. You may export your data within 30 days of termination. After 90 days, your data will be permanently deleted (except audit logs retained for compliance).

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except where prohibited by law.

EU customers have the right to bring disputes before the courts of their local jurisdiction under GDPR.

15. Changes to Terms

We may modify these Terms from time to time. Material changes will be communicated via email or platform notification at least 30 days before taking effect. Continued use of the Services after changes constitutes acceptance.

16. Contact Information

For questions about these Terms:

• Email: legal@orioneq.ai
• General Inquiries: hello@orioneq.ai