1. Agreement structure and priority
This SaaS Subscription Agreement (the “Agreement”) is between the Orion licensor identified above (“Orion”) and the organization identified in the Order Form (“Customer”). Each checkout selection, enterprise order form, statement of work, product schedule, or renewal record accepted by Customer is an “Order Form.” The Order Form, this Agreement, the OrionOS privacy and data terms, applicable service-level or support schedule, and any signed data-processing addendum form the complete commercial agreement. A mutually signed Order Form controls over conflicting terms in this Agreement; this Agreement controls over general website copy.
2. Definitions
“Authorized User” means an employee, contractor, agent, or other individual Customer permits to use OrionOS for Customer’s internal business. “Customer Data” means data submitted to or generated for Customer through the service, excluding Orion technology, aggregated data that does not identify Customer, and third-party data. “Documentation” means Orion’s then-current user and technical materials. “Licensed Product” means the OrionOS base plan, add-on, module, integration, or other product identified in an Order Form or license record. “Subscription Term” means the paid or approved access period shown in the Order Form or license record.
3. Hosted-service access right
Subject to payment and continued compliance, Orion grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right during the Subscription Term for Authorized Users to access and use the Licensed Products for Customer’s internal business operations. This is a hosted-service access right, not a sale or transfer of software ownership. Access is limited by the organization, product, portal, modules, add-ons, seats, usage limits, and other commercial units shown in the applicable Order Form and OrionOS license record.
Customer may permit its contractors and agents to use OrionOS solely on Customer’s behalf, provided Customer remains responsible for them. No right is granted to operate a service bureau, resell access, provide time-sharing, or use OrionOS primarily for the benefit of an unrelated third party unless an executed reseller, OEM, or partner agreement expressly permits it.
4. Accounts, users, and security
Customer is responsible for accurate account information, Authorized User approvals, role assignments, credential security, lawful user administration, and prompt removal of access when no longer authorized. Accounts may not be shared between individuals. Customer must notify Orion promptly of suspected unauthorized access and cooperate with reasonable containment steps. Orion may use authentication, MFA, tenant isolation, access logs, entitlement gates, and other controls to protect the service.
5. Restrictions
Customer will not, and will not permit anyone to: copy or create derivative works of OrionOS except as expressly allowed; reverse engineer, decompile, or attempt to discover source code except where law prohibits restriction; bypass authentication, license, seat, usage, safety, or security controls; introduce malicious code; conduct unauthorized penetration testing; scrape or extract data in bulk outside documented export functions; use OrionOS to violate law or third-party rights; sell, sublicense, rent, lease, or transfer access; remove proprietary notices; or use OrionOS output to build or train a competing product except under a written agreement.
6. Orders, fees, taxes, and renewal
Customer will pay the fees, billing frequency, and authorized charges shown in the Order Form. Fees are stated in U.S. dollars unless indicated otherwise and exclude applicable sales, use, excise, VAT, or similar taxes. Customer is responsible for taxes other than taxes on Orion’s net income. Monthly and annual subscriptions renew for successive periods matching the prior billing term unless canceled under the Order Form or applicable law. Upgrades, additional seats, and add-ons may be prorated. Downgrades take effect according to the billing provider and may require seat or data reconciliation.
Failed or disputed payments may result in a past-due state, reasonable collection activity, suspension, or termination after any stated grace period. Refunds are available only as stated in the applicable Order Form or required by law.
7. Product licenses and entitlement records
OrionOS may issue a unique product-license identifier, customer certificate, verification link, and lifecycle ledger for each paid base plan or separately purchased add-on. The server-side OrionOS record is authoritative. A certificate is evidence of the hosted-service access right; it is not proof of ownership of Orion software. License status may change when payments, renewals, cancellations, seat changes, account verification, or authorized Orion actions are reconciled. Customer may review current license records through the OrionOS License Center.
8. Customer Data and privacy
As between the parties, Customer retains its rights in Customer Data. Customer grants Orion and its service providers a limited right to host, process, transmit, reproduce, and display Customer Data as necessary to provide, secure, support, maintain, and improve the contracted services; comply with Customer instructions; prevent fraud or abuse; and meet legal obligations. Customer represents it has the rights and notices necessary to provide Customer Data. Orion’s current privacy, retention, deletion, export, AI/provider, location, and connector-credential practices are described in the versioned OrionOS Privacy Notice and Data Practices, legal and trust materials, and any applicable data-processing addendum.
9. Security and incident response
Orion will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the service and data involved. Customer acknowledges that no service is completely immune from security incidents. Orion will investigate suspected material incidents affecting Customer Data and provide notices as required by applicable law and the governing data terms. Customer remains responsible for its devices, networks, identity administration, endpoint security, and lawful operational decisions.
10. AI-assisted features
Hey Orion and other AI-assisted capabilities may summarize information, suggest actions, draft content, or help navigate workflows. AI output may be incomplete or incorrect and is not legal, tax, insurance, medical, safety, employment, or regulatory advice. Customer must apply qualified human review before relying on AI output for consequential decisions. Customer may not use AI features to make prohibited automated decisions, evade required professional review, or submit data it is not authorized to process. AI access remains subject to purchased entitlements, roles, usage limits, and product-specific controls.
11. Transportation and regulated-work boundaries
OrionOS supports operational recordkeeping, workflow, analysis, and coordination. Unless an Order Form expressly states otherwise, Orion does not act as Customer’s motor carrier, freight broker, insurer, insurance producer, attorney, tax adviser, medical provider, testing authority, financial institution, or government regulator. Customer remains responsible for obtaining required operating authority, professional advice, licenses, insurance, permits, approvals, and current regulatory guidance.
12. Third-party services and data
Customer may connect third-party services or purchase products that depend on third-party providers, devices, APIs, data, maps, payment rails, communications, or licensed content. Those services may be governed by additional terms and may change or become unavailable. Orion is not responsible for third-party acts or omissions outside Orion’s reasonable control. Customer will not use third-party content beyond the rights provided by the applicable provider. Orion will not represent a provider as connected or live unless a configured integration or retained provider receipt supports that status.
13. Service operation, support, and changes
Orion may maintain, update, and improve OrionOS, including changes required for security, law, provider compatibility, reliability, accessibility, and product evolution. Orion will not materially reduce the core functionality of a paid Licensed Product during a current prepaid term without providing a commercially reasonable alternative, credit, or termination right where appropriate. Support scope, response targets, implementation services, maintenance windows, and any service-level commitments are those stated in the applicable Order Form or support schedule.
14. Intellectual property and feedback
Orion and its licensors own OrionOS, Documentation, product designs, workflows, source and object code, models, prompts, interfaces, trademarks, and all related intellectual property, excluding Customer Data. No rights are granted except those expressly stated. If Customer provides suggestions or feedback, Customer grants Orion a perpetual, worldwide, royalty-free right to use that feedback without restriction, provided Orion does not identify Customer publicly without permission.
15. Confidentiality
Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform under the agreement, protect it using reasonable care, and disclose it only to personnel and providers who need to know and are bound by confidentiality obligations. Confidential information excludes information independently developed, lawfully received without restriction, or publicly available without breach. Required legal disclosure is permitted after reasonable notice where lawful.
16. Warranties and disclaimers
Each party warrants that it has authority to enter this Agreement. Orion warrants that it will provide the service in a professional and workmanlike manner and that, during the Subscription Term, paid Licensed Products will materially conform to their Documentation. Customer’s exclusive remedy for breach of this service warranty is for Orion to use commercially reasonable efforts to correct the nonconformity or, if Orion cannot, terminate the affected Order Form and refund prepaid fees covering the unused affected period.
Except for the express warranty above and to the maximum extent permitted by law, OrionOS, AI output, third-party services, and related materials are provided “as is” and “as available.” Orion disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty that the service will be uninterrupted, error-free, or sufficient to satisfy every legal or operational requirement.
17. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data, arising from the agreement, even if advised of the possibility. Except for amounts owed, breach of license restrictions, infringement or misappropriation of the other party’s intellectual property, confidentiality obligations, indemnification obligations, fraud, willful misconduct, or liability that cannot legally be limited, each party’s aggregate liability arising from an Order Form will not exceed the fees paid or payable under that Order Form during the twelve months preceding the event giving rise to liability.
18. Indemnification
Orion will defend Customer against a third-party claim that an unmodified paid OrionOS service, used as authorized, infringes a U.S. patent, copyright, or trademark, and will pay finally awarded damages or approved settlements, subject to prompt notice and Orion’s control of the defense. Orion may modify or replace the affected service or terminate it and refund unused prepaid fees. This obligation does not apply to Customer Data, Customer instructions, unauthorized combinations or modifications, or continued use after notice.
Customer will defend Orion against third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use, Customer’s violation of law or third-party rights, or Customer’s transportation, employment, insurance, financial, safety, or regulated operations, and will pay finally awarded damages or approved settlements, subject to prompt notice and Customer’s control of the defense.
19. Suspension and termination
Orion may suspend affected access when reasonably necessary to address a security threat, unlawful use, material breach, overdue payment, sanctions concern, provider restriction, or risk to OrionOS or other customers. When practical, Orion will provide notice and an opportunity to cure. Either party may terminate an Order Form for uncured material breach after thirty days’ written notice, or sooner if the breach cannot be cured. Upon termination, access ends, unpaid amounts become due, and each party will return or destroy confidential information subject to lawful retention. Customer may request an available export of Customer Data during the active term and any stated post-termination retrieval period.
20. Compliance, export, and sanctions
Each party will comply with laws applicable to its performance. Customer will not use or export OrionOS in violation of U.S. export controls, sanctions, or anti-corruption laws, and represents it is not prohibited from receiving the service. Customer is responsible for laws and industry obligations applicable to its own data, workforce, transportation services, customers, cargo, equipment, and jurisdictions.
21. Governing law and disputes
Unless a mutually signed Order Form states otherwise, Alabama law governs without regard to conflict-of-laws principles. The state and federal courts located in Jefferson County, Alabama have exclusive jurisdiction, and each party consents to venue there. Before filing a claim, the parties will attempt in good faith for at least thirty days to resolve the dispute through business representatives, except either party may seek immediate injunctive relief to protect security, confidential information, or intellectual property.
22. General terms
Neither party may assign the agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. Notices must be sent to the contacts in the Order Form; legal notices to Orion may be sent to operations@oriontransportation.us with the subject “OrionOS Legal Notice.” If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. Waivers must be in writing. Electronic signatures and records are intended to have the same effect as paper originals and may be executed in counterparts.
23. Electronic Order Form schedule
The checkout acceptance receipt and related Stripe metadata identify the licensed organization, product, plan or edition, customer type, monthly or annual term, included seats, commercial unit, price, currency, product modules and add-ons, agreement versions, accepting user, acceptance time, and unique Order Form identifier. The product-license record issued after verified billing activation provides the continuing license number and lifecycle status. Enterprise customers may execute a separate signed Order Form containing implementation, security, SLA, pricing, or negotiated provisions.