Terms of Service

Effective Date: June 12, 2025

Welcome to Orion (”Orion,” “Company,” “we,” “our,” or “us”). These Terms of Service (”Terms”) govern your access to and use of the Orion website, software, platform, applications, and related services (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you must immediately discontinue use of the Services.

1. About Orion

Orion is a software technology company based in the United States.

Our Services are designed to provide software tools, automation technology, analytics, account monitoring, workflow optimization, and operational assistance for users participating in proprietary trading (“prop firm”) programs.

Orion is not:

• A broker-dealer

• A proprietary trading firm

• A financial institution

• An investment adviser

• A registered investment adviser

• A commodity trading advisor

• A portfolio manager

• A money manager

• A fiduciary

• A securities dealer

Our software exists solely to provide technological solutions that assist users in managing their proprietary trading accounts.

2. No Investment Advice

Orion does not provide:

• investment advice;

• financial advice;

• trading advice;

• securities recommendations;

• investment management;

• portfolio management;

• brokerage services;

• financial planning.

Nothing contained within our Services, website, software, emails, documentation, marketing materials, customer support, or communications should ever be interpreted as investment advice or a recommendation to buy, sell, or hold any financial instrument.

All trading decisions remain the sole responsibility of the account owner.

3. Software Provider Only

Orion provides software and technology only.

Our Services are intended to assist users in operating their own proprietary trading accounts through technological tools and automation.

Orion does not accept customer deposits.

Orion does not custody client funds.

Orion does not manage investment portfolios.

Orion does not solicit investments.

Orion does not pool investor capital.

The relationship between Orion and its users is strictly that of a software provider and software user.

4. Relationship With Proprietary Trading Firms

Orion is an independent software provider.

We are not owned by, affiliated with, endorsed by, sponsored by, or acting on behalf of any proprietary trading firm, broker, exchange, liquidity provider, or trading platform unless explicitly stated.

Users remain solely responsible for complying with the rules, terms, and conditions established by their chosen proprietary trading firm.

Orion cannot guarantee that our software will be compatible with every firm’s requirements or future rule changes.

5. User Responsibilities

By using Orion, you represent and warrant that:

• you are at least eighteen (18) years of age;

• you possess the legal authority to enter into these Terms;

• you lawfully own or control any trading account connected to Orion;

• your use of Orion complies with all applicable laws and regulations;

• your use of Orion complies with your proprietary trading firm’s rules.

You remain solely responsible for:

• all trading decisions;

• monitoring your accounts;

• account credentials;

• complying with prop firm rules;

• any profits or losses incurred.

6. Trading Risk Disclosure

Trading financial markets involves substantial risk.

You acknowledge that:

• trading may result in significant financial losses;

• past performance is not indicative of future results;

• no software can eliminate market risk;

• market conditions may change rapidly;

• losses may exceed expectations.

By using Orion, you voluntarily assume all risks associated with trading.

7. No Guarantees

Orion makes no guarantees regarding:

• profitability;

• passing prop firm evaluations;

• receiving funded accounts;

• maintaining funded accounts;

• payout eligibility;

• future trading performance;

• account growth;

• avoidance of losses.

Any testimonials, case studies, historical performance, examples, simulations, or marketing materials are provided for informational purposes only and should never be interpreted as guarantees of future performance.

8. Intellectual Property

All software, source code, algorithms, branding, graphics, logos, documentation, interfaces, content, designs, trademarks, and technology made available through Orion remain the exclusive property of Orion.

Users receive a limited, non-transferable, revocable license to access the Services.

You may not:

• reverse engineer;

• modify;

• reproduce;

• distribute;

• sublicense;

• copy;

• sell;

• lease;

• exploit

any portion of the Services without Orion’s prior written consent.

9. Acceptable Use

You agree not to:

• interfere with Orion’s systems;

• attempt unauthorized access;

• upload malicious software;

• misuse the Services;

• violate applicable laws;

• impersonate another person;

• interfere with platform security;

• use Orion for fraudulent activity.

Violation of this section may result in immediate suspension or permanent termination.

10. Service Availability

While Orion strives to maintain reliable Services, we do not guarantee uninterrupted availability.

The Services may become temporarily unavailable due to:

• maintenance;

• software updates;

• third-party outages;

• internet disruptions;

• force majeure events;

• technical failures.

Orion shall not be liable for interruptions or downtime.

11. Fees and Payments

Certain Services may require payment.

By purchasing any paid Service, you authorize Orion to charge the applicable fees.

Unless otherwise required by law or expressly stated in writing, all payments are final and non-refundable once access to the Services has been provided.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF:

• MERCHANTABILITY;

• FITNESS FOR A PARTICULAR PURPOSE;

• NON-INFRINGEMENT;

• ACCURACY;

• RELIABILITY;

• AVAILABILITY.

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORION, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS SHALL NOT BE LIABLE FOR ANY:

• trading losses;

• financial losses;

• indirect damages;

• incidental damages;

• consequential damages;

• special damages;

• punitive damages;

• lost profits;

• lost business opportunities;

• account suspensions;

• account terminations;

• prop firm rule violations.

OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO ORION DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to defend, indemnify, and hold harmless Orion, its officers, directors, employees, contractors, affiliates, successors, and agents from any claims, damages, liabilities, losses, costs, expenses, and attorneys’ fees arising from:

• your use of the Services;

• your trading activities;

• your violation of these Terms;

• your violation of applicable laws;

• your violation of any proprietary trading firm’s rules.

15. Suspension and Termination

Orion reserves the right to suspend or terminate your access to the Services immediately if we determine, in our sole discretion, that you have:

• violated these Terms;

• engaged in fraudulent activity;

• abused the Services;

• created legal or operational risk for Orion.

Termination does not relieve you of any obligations incurred before termination.

16. Privacy

Your use of Orion is also governed by our Privacy Policy.

By using the Services, you consent to Orion’s collection, storage, and processing of information in accordance with our Privacy Policy.

17. Changes to These Terms

Orion may revise these Terms at any time.

Updated versions will become effective immediately upon publication unless otherwise stated.

Your continued use of the Services after any revisions constitutes acceptance of the updated Terms.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the jurisdiction and venue of those courts.

19. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

20. Entire Agreement

These Terms constitute the entire agreement between you and Orion regarding the Services and supersede all prior agreements, communications, or understandings relating to the subject matter herein.

21. Contact Information

Orion

United States

Email: support@gooriontech.com

Website: gooriontech.com

Regulatory Disclaimer

Orion is a software technology company. We do not provide investment advice, financial advice, brokerage services, portfolio management, asset management, or securities advisory services. Orion does not manage client funds or accept investment capital. Our software is designed solely to assist users with the operation and management of their proprietary trading accounts. All trading involves risk, and users remain solely responsible for their trading decisions and for complying with the rules of their chosen proprietary trading firm.