Terms of Service

Effective date: July 15, 2026 · Last updated: July 15, 2026

These Terms of Service ("Terms") govern access to and use of the software development kit provided by Orion Data Services ("Orion," "we," "us," or "our"), known as the Orion SDK, and any related services, dashboards, or documentation (collectively, the "Service"). By integrating the Orion SDK into an application, accessing our Service, or entering into an insertion order or partner agreement with us, you ("Partner," "you") agree to be bound by these Terms.

1. Description of Service

Orion provides application developers and partners with an SDK that, with an end user's explicit opt-in consent, shares a small amount of the end user's idle, unused device bandwidth. Orion aggregates this opted-in network capacity and routes ethically-sourced traffic on behalf of enterprise clients for purposes including web intelligence gathering, price comparison research, ad verification, and brand protection monitoring. Partners are compensated based on the number of opted-in daily active users their integration generates, as set out in the applicable insertion order.

2. Eligibility and Account Registration

You must be legally able to enter into a binding contract to become a Partner. You are responsible for the accuracy of the information you provide to us and for maintaining the confidentiality of any credentials issued to you.

3. Partner Obligations

As a condition of using the Orion SDK, each Partner agrees to:

• Present end users with a clear, conspicuous, and accurate consent flow before any bandwidth sharing begins, explaining in plain language that idle bandwidth will be shared and the general purpose of that sharing;
• Ensure that consent is a genuine opt-in, freely given, and not obtained through dark patterns, pre-checked boxes, deceptive language, or bundling with unrelated permissions;
• Provide end users with a clear and accessible mechanism to withdraw consent and stop bandwidth sharing at any time;
• Not misrepresent the nature of the SDK, Orion, or the purpose of the data routed through the SDK to end users, app store reviewers, or any third party;
• Integrate the SDK only in accordance with the documentation and integration guidelines we provide;
• Comply with the terms of service and developer policies of any app store or platform through which the Partner's application is distributed;
• Comply with all applicable laws, including data protection and privacy laws relevant to the Partner's users and jurisdictions.

4. Acceptable Use

You may not use the Service, and may not permit any third party to use the Service, to:

• Engage in or facilitate fraud, including click fraud, impression fraud, or falsifying opted-in daily active user counts;
• Access, request, or facilitate access to illegal content, or use the routed network capacity for any unlawful purpose;
• Circumvent, disable, or interfere with consent mechanisms, opt-out mechanisms, security features, rate limits, or technical measures of the Service;
• Reverse engineer, decompile, or attempt to extract the source code of the SDK, except to the extent such restriction is prohibited by applicable law;
• Integrate the SDK into applications directed primarily at children without appropriate safeguards and legally required consent mechanisms;
• Misrepresent the identity of the end user, device, or traffic source to Orion or to Orion's enterprise clients;
• Use the Service in any manner that could damage, disable, or impair the Service or interfere with any other party's use of it.

5. Payment Terms

Rates payable to Partners for opted-in daily active users, payment schedules, minimum payout thresholds, and reporting cadence will be set out in the applicable insertion order or partner agreement executed between Orion and the Partner. In the event of a conflict between this section and an executed insertion order, the insertion order controls. Orion reserves the right to withhold or reverse payments attributable to fraudulent, invalid, or non-compliant activity as reasonably determined by Orion.

6. Intellectual Property

Orion retains all right, title, and interest in and to the Orion SDK, our trademarks, documentation, and underlying technology. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to integrate and use the SDK solely as permitted under these Terms and any applicable insertion order. Except for this limited license, no rights are granted to you by implication or otherwise. You retain ownership of your own application and its content.

7. Confidentiality

Each party agrees to protect the other party's confidential information disclosed in connection with the Service using at least the same degree of care it uses to protect its own confidential information of similar importance, and not to disclose such information to third parties except as permitted under an applicable agreement.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR LEVEL OF REVENUE OR DAILY ACTIVE USERS WILL BE ACHIEVED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORION AND ITS OFFICERS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY ORION TO THE PARTNER UNDER THE APPLICABLE INSERTION ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify and hold Orion harmless from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms, your misrepresentation of the SDK or consent flow to end users, or your violation of applicable law.

11. Term and Termination

These Terms remain in effect for as long as you use the Service or for the term specified in an applicable insertion order. Either party may terminate an integration or agreement as set out in the applicable insertion order, or immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within a reasonable period after notice. We may suspend or terminate access to the Service immediately in cases of suspected fraud, illegal activity, or violation of the Acceptable Use section above. Upon termination, the Partner must cease distributing the SDK in new application builds and disable bandwidth-sharing functionality within a commercially reasonable period.

12. Modifications to the Service or Terms

We may modify the Service or these Terms from time to time. We will post the updated Terms on this page with a revised "Last updated" date. Material changes affecting existing Partners may be communicated via additional notice where appropriate. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

13. Governing Law

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the courts located in the State of New York, except where applicable law provides otherwise.

14. General

These Terms, together with any applicable insertion order, constitute the entire agreement between you and Orion regarding the Service and supersede any prior agreements on this subject. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

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