TERMS OF SERVICE AGREEMENT

1. Acceptance of Terms

By accessing or using any services provided by Orenda Enterprises, LLC ("OrendAI," "we," "us," or "our"), whether through our website, software platforms, phone, email, or any other channel, you ("Client," "you," or "your") unconditionally accept and agree to be bound by these Terms of Service ("Agreement"). This Agreement constitutes a legally binding contract between you and OrendAI.

Your use of our services, submission of any payment, or execution of any proposal, invoice, or service order shall constitute your acceptance of these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. Description of Services

OrendAI provides a range of AI-powered digital marketing and technology services, including but not limited to:

• AI-powered website design, development, and hosting
• AI chatbot development, deployment, and management
• Search engine optimization (SEO) and content marketing
• Paid advertising management (Google, Meta, and other platforms)
• CRM integration and automation workflows
• Reputation management and review generation
• SMS and email marketing campaigns
• Social media management
• Voice AI and phone system automation
• Analytics, reporting, and consulting services
• Any additional services mutually agreed upon in writing

The specific services provided to you will be outlined in your Service Agreement, proposal, or invoice (collectively, "Service Order"). OrendAI reserves the right to modify, expand, or discontinue any service offering at its sole discretion.

3. Intellectual Property Rights — CRITICAL

3.1 OrendAI Ownership of All Deliverables

ALL work product, deliverables, and materials created, developed, or produced by OrendAI in connection with the provision of services — including but not limited to websites, landing pages, web applications, AI chatbots, AI models, automation workflows, CRM configurations, advertising creative, copy, graphics, logos, videos, code, scripts, databases, integrations, custom tools, and any other digital or physical assets (collectively, "Deliverables") — are and shall remain the sole and exclusive intellectual property of OrendAI LLC.

Client acknowledges and agrees that:

• All Deliverables are created as works made for hire within the context of an ongoing service relationship, or alternatively, all intellectual property rights are hereby assigned to OrendAI.
• OrendAI retains full ownership of all source code, design files, AI models, chatbot logic, automation workflows, and underlying technology used or created in connection with the services.
• Client receives only a limited, non-exclusive, non-transferable license to use the Deliverables solely for the duration of the active service relationship and only for the purposes outlined in the applicable Service Order.
• This license terminates immediately and automatically upon the termination or expiration of the Client's service agreement with OrendAI for any reason.

3.2 Upon Termination — No Retained Rights

Upon termination or non-renewal of any service agreement, for any reason:

• Client's license to use any Deliverable — including any website, chatbot, AI tool, automation, or any other OrendAI-built asset — is immediately and irrevocably revoked.
• Client shall have no right to retain, copy, repurpose, or continue using any OrendAI-created website, chatbot, AI feature, workflow, or other Deliverable.
• OrendAI may take down, disable, or redirect any website, subdomain, chatbot, or platform hosted or managed by OrendAI without prior notice.
• Client shall not attempt to reverse-engineer, copy, scrape, or reconstruct any OrendAI Deliverable following termination.
• Any data or content provided by Client and incorporated into Deliverables may be returned to Client in its raw form upon written request, but the structure, design, logic, code, and presentation format remain the property of OrendAI.

3.3 Third-Party Platforms and Tools

OrendAI utilizes third-party platforms, software, APIs, and tools (including but not limited to HighLevel, Twilio, Google, Meta, OpenAI, and others) to deliver services. Client acknowledges that OrendAI's use of such tools is subject to the respective terms and policies of those providers. OrendAI does not transfer or assign any third-party platform accounts to Client upon termination unless explicitly agreed to in writing and any applicable transfer fees are paid.

3.4 OrendAI Proprietary Technology

OrendAI's systems, processes, AI prompting frameworks, automation architectures, chatbot logic, and methodologies represent valuable proprietary trade secrets. Client agrees not to disclose, replicate, or share any information about OrendAI's internal systems, technology, or methodologies to any third party.

4. Client Content

Client retains ownership of content, data, images, text, and materials that Client provides to OrendAI ("Client Content"). By providing Client Content, Client grants OrendAI a worldwide, royalty-free, non-exclusive license to use, reproduce, adapt, modify, publish, and distribute Client Content for the purpose of providing the contracted services. Client represents and warrants that it has full rights to provide such content and that it does not infringe any third-party rights.

5. Payment Terms

5.1 Fees and Invoicing

All fees are as specified in the applicable Service Order, proposal, or invoice. Unless otherwise stated, all fees are due upon invoice issuance or as otherwise specified in the Service Order. OrendAI reserves the right to require payment in advance for any services.

5.2 Usage-Based Fees and Variable Pricing

Many OrendAI services incorporate usage-based components powered by third-party providers (including but not limited to Twilio, HighLevel, Google, Meta, and AI service providers). Client acknowledges and agrees that:

• Usage fees — including fees for phone numbers, SMS messaging, MMS messaging, voice calls, AI interactions, call recording, transcription, and other platform-based services — are variable and subject to change based on the underlying provider's pricing.
• OrendAI will pass through any increases in provider costs to Client, with or without advance notice, depending on the immediacy of the provider's change.
• Current illustrative usage rates include: Local phone numbers at approximately $1.15/month; toll-free numbers at approximately $2.15/month; outbound SMS at approximately $0.00747/segment (US); inbound SMS at approximately $0.00747/segment (US); outbound voice calls at approximately $0.0166/minute; inbound calls at approximately $0.01165/minute (web/mobile answer); call recording at $0.0025/minute; call transcription at $0.024/minute; answering machine detection at $0.0075/call; AI voice interactions subject to current provider rates.
• These rates are provided for reference only and are subject to change without notice as provider pricing changes. Carrier surcharges from AT&T, T-Mobile, Verizon, and others may apply in addition to base rates.
• A2P (Application-to-Person) messaging registration fees, including brand registration and monthly campaign fees, are the responsibility of the Client and are charged in addition to messaging fees.
• OrendAI may apply a service markup on third-party usage fees to account for administration, support, and margin.

5.3 Late Payments

Payments not received by their due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by law, whichever is less. OrendAI reserves the right to suspend or terminate all services without prior notice if payment is not received within 7 days of the due date. Reinstatement of services after suspension may be subject to a reinstatement fee.

5.4 Non-Refundable Fees

All fees paid to OrendAI are non-refundable unless otherwise explicitly stated in a written addendum signed by an authorized OrendAI representative. Setup fees, onboarding fees, registration fees (including A2P fees), and the first month's service fees are non-refundable under all circumstances. Partial month services are billed as full months.

5.5 Price Changes

OrendAI reserves the right to modify its pricing at any time. For recurring service agreements, OrendAI will provide at least 14 days' notice of any price increase. Client's continued use of services after the effective date of the price change constitutes acceptance of the new pricing.

6. Term and Termination

6.1 Term

This Agreement commences on the date Client first accesses or pays for OrendAI services and continues until terminated. Individual services may have minimum commitment periods as specified in the applicable Service Order.

6.2 Termination by OrendAI

OrendAI may terminate or suspend Client's access to any or all services immediately, without prior notice or liability, for any reason, including but not limited to: breach of this Agreement; non-payment; conduct harmful to OrendAI or other clients; violation of applicable law; or at OrendAI's sole discretion. Upon termination by OrendAI for cause, no refunds will be issued.

6.3 Termination by Client

Client may terminate services by providing written notice as specified in the applicable Service Order. If no notice period is specified, 30 days written notice is required. Client remains responsible for all fees accrued through the termination date, including any applicable early termination fees specified in the Service Order. All minimum term commitments must be honored; termination does not relieve Client of payment obligations for the remaining committed term.

6.4 Effect of Termination

Upon termination: (a) all licenses granted to Client immediately terminate; (b) OrendAI will take down or deactivate all Deliverables at its discretion; (c) Client shall cease all use of OrendAI-created assets; (d) any outstanding fees become immediately due and payable; and (e) sections of this Agreement that by their nature survive termination shall survive, including intellectual property, limitation of liability, indemnification, and governing law provisions.

7. User Conduct and Acceptable Use

Client agrees to use services only for lawful purposes and in compliance with all applicable laws and regulations. Client agrees not to:

• Violate any federal, state, local, or international law or regulation
• Send unsolicited commercial messages (spam) in violation of CAN-SPAM, TCPA, or other applicable regulations
• Engage in false, misleading, or deceptive advertising or marketing practices
• Infringe any intellectual property rights of OrendAI or any third party
• Attempt to reverse-engineer, decompile, or extract OrendAI's proprietary technology
• Engage in any conduct that could damage OrendAI's reputation or business relationships
• Use OrendAI services to transmit harmful, defamatory, or illegal content

Violation of this section may result in immediate termination without refund and may subject Client to legal action.

8. Warranties and Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ORENDAI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

ORENDAI DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY SPECIFIC RESULTS WILL BE ACHIEVED (INCLUDING BUT NOT LIMITED TO RANKINGS, LEADS, OR REVENUE); (C) THIRD-PARTY PLATFORMS WILL REMAIN AVAILABLE OR FUNCTIONAL; OR (D) AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

Digital marketing results are inherently variable and depend on many factors outside OrendAI's control, including but not limited to algorithm changes by search engines and advertising platforms, market conditions, and Client actions. OrendAI makes no guarantee of specific outcomes.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORENDAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES.

ORENDAI'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ORENDAI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ORENDAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Client agrees to defend, indemnify, and hold harmless Orenda Enterprises, LLC and its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and attorneys' fees arising out of or relating to:

• Client's violation of this Agreement
• Client's use of the services or any Deliverables
• Client Content, including any infringement of third-party intellectual property rights
• Client's violation of any applicable law or regulation
• Client's business operations, products, or services
• Any claim by a third party arising from actions or omissions of Client

11. Confidentiality

Each party may receive confidential information from the other party in connection with the services. "Confidential Information" includes pricing, methodologies, business processes, technical systems, client lists, and any information designated as confidential. Each party agrees to: (a) maintain the confidentiality of such information; (b) use it solely for the purpose of the service relationship; and (c) not disclose it to any third party without prior written consent.

Client acknowledges that OrendAI's systems, AI architectures, automation workflows, and processes are valuable trade secrets and proprietary Confidential Information, and agrees to take all reasonable steps to protect them from unauthorized disclosure or use.

12. Third-Party Services and Platform Dependencies

OrendAI's services may depend on third-party platforms, APIs, and services (including but not limited to Google, Meta, Twilio, HighLevel, OpenAI, and others). OrendAI is not responsible for any disruption, policy change, fee change, or termination of service by any third-party provider. Client agrees that OrendAI shall not be liable for any impact to services caused by third-party provider changes, outages, or policy updates. OrendAI reserves the right to substitute equivalent third-party services at its discretion.

13. Dispute Resolution and Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION'S COMMERCIAL ARBITRATION RULES. ARBITRATION SHALL TAKE PLACE IN GEORGIA. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING.

CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All claims must be brought individually. Notwithstanding the foregoing, OrendAI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Georgia, and Client hereby consents to the personal jurisdiction of such courts.

15. Changes to Terms

OrendAI reserves the right to modify these Terms of Service at any time. Changes will be posted at orendai.io/terms and/or communicated via email. Your continued use of the services after the effective date of any modification constitutes your unconditional acceptance of the modified Terms. It is your responsibility to review these Terms periodically. If you do not agree to any modification, your sole remedy is to terminate your service agreement in accordance with Section 6.3.

16. Force Majeure

OrendAI shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, internet or telecommunications failures, third-party platform outages, or other events outside OrendAI's control. Client's payment obligations are not excused by force majeure events.

17. Entire Agreement and Severability

This Agreement, together with any applicable Service Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

18. Waiver

OrendAI's failure to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce such provision in the future. No waiver by OrendAI of any breach or default shall be deemed a waiver of any subsequent breach or default.

19. Assignment

Client may not assign or transfer any rights or obligations under this Agreement without OrendAI's prior written consent. OrendAI may freely assign this Agreement, including in connection with a merger, acquisition, or sale of assets, without Client's consent. Any purported assignment in violation of this section is void.

20. Contact Information

For questions about these Terms of Service or to provide required notices:

OrendAI LLC
Email: terms@orendai.io
Phone: (844) 820-3440
Website: www.orendai.io

BY USING ORENDAI SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF SERVICE.

© 2025-2026 OrendAI LLC. All Rights Reserved.