Terms & Conditions
Last updated: May 19, 2026
These Terms and Conditions (“Terms”) govern your access to and use of orion-dev.us and the services offered by Orion AI LLC, a Florida LLC(“Company”, “we”, “us”, “our”). By using the site or engaging us for services, you (“Client”, “you”) agree to these Terms.
1. Services
We provide consulting, software development, and AI-related services as described on the site and as agreed in a written engagement letter or statement of work. The scope, deliverables, timelines, and fees of each engagement are defined in that document and supersede general statements made on the site.
2. Engagement and fees
- Engagements are typically billed on a fixed-fee or time-and-materials basis as set out in the statement of work.
- Invoices are payable within thirty (30) days of issuance unless otherwise agreed in writing.
- Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
3. Intellectual property
Unless otherwise agreed in writing, work product specifically created for a client under a paid engagement is assigned to the client upon full payment. Orion AI LLC retains rights in pre-existing materials, internal tools, libraries, and methodologies, and is granted a perpetual right to retain and reuse residuals.
4. Confidentiality
Each party agrees to protect the other’s confidential information with at least the same degree of care it uses to protect its own comparable information, and never less than reasonable care. The receiving party will use confidential information only as necessary to perform the engagement.
5. Warranties and disclaimer
We provide services with the care and skill reasonably expected of a professional firm. EXCEPT AS EXPRESSLY STATED IN WRITING, ALL SERVICES, DELIVERABLES, AND CONTENT ON THIS SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
6. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORION AI LLC, ITS AFFILIATES, OR ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT OR THESE TERMS SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO US UNDER THAT ENGAGEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this section apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the limitation or exclusion of certain damages, so portions of this section may not apply to you.
7. Indemnification
Client shall defend, indemnify, and hold harmless Orion AI LLC, its affiliates, officers, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s materials or data supplied to us, (b) Client’s use or deployment of deliverables in violation of these Terms or applicable law, or (c) Client’s breach of these Terms or any statement of work. We shall promptly notify Client of any such claim and reasonably cooperate in the defense, and Client shall not settle any claim that admits liability on our behalf without our prior written consent.
8. Termination
Either party may terminate an engagement for material breach if the breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay for all services rendered and reasonable non-cancelable expenses incurred through the effective date of termination. Sections that by their nature should survive (including Intellectual Property, Confidentiality, Warranties Disclaimer, Limitation of Liability, Indemnification, Governing Law, and these General Provisions) shall survive termination of these Terms or any engagement.
9. Acceptable use of the site
- Do not attempt to gain unauthorized access to the site or its systems.
- Do not use the site to transmit malicious code or unlawful content.
- Do not scrape or automate access in a way that disrupts other users.
10. Third-party links and services
The site and our deliverables may link to or interoperate with third-party websites, models, APIs, or platforms (e.g. OpenAI, Anthropic, cloud providers). We do not control and are not responsible for the content, policies, availability, or pricing of those third parties, and your or your end users’ use of them is subject to their own terms.
11. AI-generated outputs
Deliverables may include outputs produced by third-party artificial- intelligence models. AI outputs can be inaccurate, incomplete, or outdated; Client is responsible for reviewing, validating, and sanitizing AI-generated outputs before relying on them in production. We make no warranty as to the originality, non-infringement, or accuracy of AI-generated outputs except as expressly stated in a signed engagement letter.
12. Governing law, venue, and jury waiver
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Pinellas County, Florida (or the nearest federal district therefor), and waive any objection based on inconvenient forum. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT.
13. General provisions
Entire agreement. These Terms, together with any applicable statement of work or engagement letter, constitute the entire agreement between the parties and supersede all prior agreements, proposals, and communications on the same subject.
Severability. If any provision is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No waiver.A party’s failure or delay in enforcing any provision is not a waiver. Any waiver must be in writing and signed by an authorized representative of the waiving party.
Assignment. Client may not assign these Terms or any engagement without our prior written consent (not to be unreasonably withheld), except to a successor in connection with a merger, reorganization, or sale of substantially all of its assets. We may assign these Terms in connection with a corporate transaction.
Force majeure. Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or utility outages, or failures of third-party providers.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
Notices. Legal notices must be delivered in writing to [email protected] with a copy by mail to our registered office below. Notices are deemed effective upon receipt.
No third-party beneficiaries. These Terms are for the sole benefit of the parties and do not confer any rights on third parties.
Headings. Section headings are for convenience only and do not affect interpretation.
14. Changes
We may revise these Terms from time to time. The version date at the top of the page reflects the most recent revision. Material changes will be highlighted, and your continued use of the site after the effective date of changes constitutes acceptance of the revised Terms. Changes do not retroactively modify the terms of any executed statement of work without the parties’ written agreement.
15. Contact
Questions regarding these Terms can be sent to [email protected], or in writing to:
Orion AI LLC
7901 4th St N #26226
St. Petersburg, FL 33702
USA