# NFT Ownership and License Agreement This NFT Ownership Policy (this “Policy”) is a legal agreement between Orbit Labs LLC (referred to as “Orbit,” “we,” “us,” or “our”), and each person or entity that purchases, accepts, holds, transfers, or otherwise interacts with any non-fungible token (“NFT”) issued by Orbit on the Hedera network (referred to as “you” or “User”). This Policy is intended to be a covenant that runs with the NFT, binding and benefiting successive holders, and your ownership of an Orbit NFT is conditioned on your assent to this Policy. By purchasing, accepting, holding, interacting with, or taking any action to redeem utilities or claim benefits related to any Orbit NFT, you affirm your agreement to this Policy and to the Orbit Terms of Service and Privacy Policy, which are incorporated by reference\[1]. In the event of a conflict, this Policy governs NFT ownership, licensing, transfers, royalties, utilities, and NFT-specific matters, while the Terms of Service govern access to and use of the platform and services. **ARBITRATION NOTICE** THIS POLICY IS SUBJECT TO BINDING ARBITRATION AS DETAILED IN SECTION “MANDATORY ARBITRATION” OF THE TERMS OF SERVICE. **Ownership of the NFT and Reservation of Intellectual Property** When you lawfully purchase, acquire or otherwise accept an Orbit NFT, you are granted ownership of the token as reflected on the Hedera distributed ledger. Notwithstanding the foregoing, your purchase, acquisition or acceptance of an Orbit NFT does not result in acquisition by you of any ownership interest in or to any artwork, images, audiovisual works, designs, names, characters, trade dress, logos, code, or other content associated with the NFT including any intellectual property rights therein and thereto (collectively referred to as the “Artwork”). All rights in and to the Artwork, and in and to Orbit’s trademarks, service marks, trade dress, trade names, logos, and other designations of source, as well as all copyrights, moral rights, database rights, rights of publicity, and other intellectual property and proprietary rights worldwide, whether registered or unregistered and including applications and renewals (collectively referred to as “Orbit IP”), are expressly reserved to Orbit and its licensors. You may not claim any ownership of Orbit IP. If you acquire any rights in Orbit IP by operation of law, assignment, or otherwise, you hereby irrevocably assign those rights to Orbit without further action required and shall execute any documents reasonably requested by Orbit to effectuate such assignment. Any derivative work you create that incorporates the Artwork shall be the exclusive property of Orbit, is hereby deemed Orbit IP hereunder, and you hereby assign any and all rights you may obtain in or to any derivative work, including all intellectual property rights therein and thereto. Subject to your compliance with this Policy, Orbit grants you a limited, non-exclusive, non-transferable, revocable, royalty-free license to display derivative works you create solely on your personal, non-commercial website or social media accounts, provided that you include appropriate attribution to Orbit and do not suggest any endorsement or sponsorship by Orbit. All other uses of Orbit IP, including any commercial exploitation of derivative works, are prohibited. All uses of Orbit IP inure to Orbit’s sole benefit. **License Grant and Permitted Uses** For as long as you retain ownership of the NFT and subject at all times to your compliance with this Policy and applicable law, Orbit grants to you a limited, non-exclusive, worldwide, non-sublicensable license to use, copy, and display the Artwork for your personal, non-commercial (except as otherwise expressly permitted herein) use and as reasonably necessary to list, sell, or transfer the NFT on recognized marketplaces or via other lawful transfer mechanisms that honor the royalty requirements in this Policy and that display the Artwork in its original form. Notwithstanding the non-sublicensable nature of the license, you may permit third-party contractors to exercise the license solely to provide services to you related to the Artwork or permitted commercialization (solely as expressly set forth below), provided that such contractors are bound by written obligations at least as protective of Orbit IP as this Policy, such contractors acquire no rights in or to any Orbit IP, and such contractors cease all use of any and all Orbit IP, including the Artwork, immediately upon the sooner of completion of the applicable services or termination of your arrangement with such contractor. You shall remain responsible and liable for all acts and omissions of any such contractors, including such contractors’ non-compliance with this Policy. **Commercialization** In addition to the non-commercial license above, subject at all times to this Policy, Orbit grants to you a limited, non-exclusive, non-sublicensable (except as expressly set forth herein), right to use, copy, modify, display, make derivative works (as expressly set forth herein), sell and offer for sale the Artwork\[2] for commercial purposes, provided that such commercial purposes generate no more than one hundred thousand U.S. dollars ($100,000) in gross revenue in any twelve (12) month period (the “Commercial Use Cap”). The Commercial Use Cap applies in the aggregate across all Orbit NFTs you control during any rolling twelve (12) month period. “Gross revenue” means all consideration received from sales of products or services that predominantly exploit the Artwork (i.e., where more than fifty percent (50%) of the product’s perceived value or consumer appeal is derived from the Artwork), before refunds and excluding sales/use/VAT. If you wish to exceed the Commercial Use Cap, you must obtain Orbit’s prior written consent. Any approval may be, in Orbit’s sole discretion, conditioned upon separate terms, including brand guidelines, quality control, and applicable fees or royalties. Upon Orbit’s reasonable written request, you will provide non-privileged records sufficient to verify compliance with the Commercial Use Cap. Nothing in this Policy grants you any license or right to use Orbit’s names, logos, or other trademarks or brand assets in connection with your commercialization, and you must not imply that Orbit endorses, sponsors, or is affiliated with your use. **Restrictions and Brand Integrity Standards** The licenses granted to you above are conditioned on brand-safe, lawful use and your compliance with this Policy. You may not use or otherwise exploit the Artwork in any manner that is hateful, harassing, discriminatory, defamatory, obscene, infringing or otherwise unlawful. You may not represent that Orbit endorses your use of the Artwork. You may not register, attempt to register, or assert any trademark, copyright, domain name, social handle, or other rights in or to the Artwork or Orbit IP, nor may you seek to block others’ use of Orbit IP\[3]. You may create derivative works or merchandise that incorporate the Artwork only if your use preserves the character and integrity of the original Artwork, does not misrepresent or mutilate the Artwork, does not suggest Orbit sponsorship or endorsement, and complies with this Policy, including the Commercial Use Cap. Any commercialized products that incorporate the Artwork must include the disclaimer ‘Not affiliated with or endorsed by Orbit.’ Orbit may, from time to time, publish or otherwise provide brand integrity or quality standards, including updates thereto and your uses of the Artwork and Orbit IP must comply at all times with any such standards. All rights not expressly granted are reserved by Orbit. **Transfers, Conditions to Transfer, and Effect on License** This Policy is intended to be a covenant that runs with the token and binds and benefits successive holders. You may sell, assign, gift, or otherwise transfer your NFT, provided that the transferee becomes aware of and accepts this Policy before transfer, including by providing a link to or copy of this Policy in any listing or transfer materials. Acceptance of the NFT or taking any action to redeem utilities or claim benefits related to it, constitutes acceptance of this Policy. Upon a lawful transfer on the Hedera ledger, the license granted to you terminates automatically and immediately, except for incidental, non-commercial archival displays of historical posts or listings made prior to transfer, and the new owner obtains the license, subject to this Policy. Any attempted transfer that fails to satisfy the conditions of this Policy may be treated by Orbit as invalid for purposes of off-chain benefit recognition and may result in termination or suspension of license rights and utilities. **Royalties, Wallet-to-Wallet Transfers, and Anti-Circumvention** A resale royalty equal to five percent (5%) of the gross sale price (exclusive of taxes and third-party platform fees) is due from the seller at the time of settlement. Where a marketplace smart contract withholds and remits, the seller’s obligation is satisfied by that withholding. For transfers that do not process royalties, a fallback royalty equal to the greater of ten HBAR or one percent (1%) of the consideration (or, if no consideration, the last arm’s-length sale price within the preceding ninety days) must be remitted to Orbit’s Hedera account \[IDENTIFIER] concurrently with the transfer. Failure to remit required royalties or fallback royalties is a material breach and may result in suspension of utilities for the associated token ID until cured. Any intentional use of a protocol or method designed to evade royalties constitutes a material breach, and Orbit may suspend utilities for the corresponding token ID until cured and seek equitable relief and recovery of reasonable enforcement costs. Orbit may update royalty addresses or mechanisms in connection with contract upgrades or migrations, provided that such changes do not materially reduce the license rights granted herein. **Utilities, Benefits, and No Investment Rights** Orbit NFTs may enable utilities and benefits within the Orbit ecosystem, including access to closed environments, trading fee discounts, points multipliers, seasonal rewards, cosmetics, or similar non-financial features. Utilities accrue only to the wallet that validly holds the NFT on the Hedera network and may be recognized only through supported interfaces and methods. Utilities are not financial rights and do not confer equity, dividends, profit rights, revenue share, or any expectation of profit. Any references to token-related programs are informational. No token distribution is promised by virtue of holding an NFT. Orbit does not market NFTs as investments and does not represent or warrant any appreciation, yield, or profits. Utilities may change, reduce, or be discontinued at any time for operational, legal, or security reasons. You agree not to rely on forward-looking statements, roadmaps, social posts, or marketing materials as binding commitments, and you acknowledge that feature delivery may be subject to operational, financial, technical, or legal constraints. **Third-Party Marketplaces, Wallets, and Media Links** Your use of third-party marketplaces, wallets, protocols, and media hosts is at your own risk and subject to their terms and policies. Orbit does not control those services and does not warrant their availability, security, or accuracy. The NFT exists only by virtue of the state of records maintained on the Hedera network. Orbit is not responsible for maintaining links between NFTs and Artwork or metadata. While Orbit may host Artwork or maintain media links on InterPlanetary File System (IPFS) or other content-addressable storage, Orbit has no obligation to do so and may discontinue such hosting at any time. Orbit will provide reasonable notice (e.g., 30 days) before deprecating a hosted link where feasible, but you are ultimately responsible for preserving access to your Artwork. You bear responsibility for verifying the legitimacy and authenticity of assets you purchase on third-party marketplaces. **Assumption of Risk and Technology Disclaimers** You acknowledge that NFTs and public blockchain networks are experimental, volatile, and subject to failure, exploits, and loss. Transactions may be delayed, reordered, or fail. Smart contracts, wallets, nodes, or other software may have defects, may be unaudited, or may be attacked. The cost and speed of transacting may vary widely. The value of an NFT may be zero, and secondary markets may disappear. Orbit does not control the Hedera network, and Orbit may pause, modify, or cease NFT-related features if network outages, security incidents, protocol changes, or other events impair Orbit’s ability to operate. Orbit has no obligation to support any airdrop, fork, token migration, protocol upgrade or downgrade, or similar event and may decide in its discretion whether and how to support such events. The NFT and Artwork are provided as is and as available, without warranties of any kind, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or noninfringement, to the fullest extent permitted by law. Nothing in this Policy limits liability for fraud, willful misconduct, gross negligence, or injury to the person, or any liability that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or certain limitations on damages; to that extent, the above exclusions and limitations may not apply to you, and local consumer protections may apply. **Taxes** You are responsible for all taxes, duties, assessments, and fees arising from your purchase, sale, transfer, or use of the NFT or from any commercialization of the Artwork, including income, sales, use, value-added, and similar taxes. If you engage in commercial use of the Artwork, you are responsible for understanding and complying with any sales/use tax obligations and platform collection responsibilities where applicable. Orbit does not provide tax advice. Consult your tax advisor. **Sanctions, Export Controls, and Jurisdictional Restrictions** You represent that you are not located in, resident of, or organized in any jurisdiction subject to comprehensive U.S., U.K., or EU trade sanctions, and that you are not a person listed on any U.S. government list of prohibited or restricted parties (e.g., Specially Designated Nationals List), or similar consolidated lists in the U.K. or EU. You must not access, use, transfer, or export Orbit NFTs or related software or services in violation of applicable sanctions or export-control laws. Orbit may geo-block, suspend, or disable benefits or access if required to comply with law, upon screening hits, or if elevated risk is identified. **Eligibility and Age** You must be at least eighteen (18) years of age to purchase, accept, or use Orbit NFTs. Individuals under this age may not purchase, accept, or use Orbit NFTs or related services without explicit parental or guardian consent. Children under the age of thirteen (13) are strictly prohibited from accessing or using Orbit, Orbit NFTs or related services. **Termination and Effect of Termination** This Policy, and the license it grants you, terminate automatically upon your transfer of the NFT. Orbit may terminate your license immediately if you breach this Policy or use the NFT or Artwork unlawfully. Upon termination, you must cease all public display and any commercialization of the Artwork, except that non-commercial archival displays of historical posts or listings made prior to termination may remain accessible. Sections addressing ownership of Orbit IP, transfer conditions, royalties and anti-circumvention, third-party services, assumption of risk and disclaimers, taxes, sanctions and export controls, indemnification, limitation of liability, dispute resolution, order of precedence, entire agreement and severability, and notices shall survive termination, along with any accrued payment obligations (e.g., unpaid royalties). **Indemnification** You agree to indemnify and hold harmless Orbit and its affiliates and their respective officers, directors, employees, agents, and representatives from and against claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to your purchase, ownership, transfer, or use of the NFT, your use of the Artwork, your breach of this Policy, your violation of law, or your misuse of third-party marketplaces, wallets, or protocols. This indemnity does not apply to claims arising solely from Orbit’s (i) fraud, gross negligence, willful misconduct, or (ii) breach of this Policy. **Limitation of Liability** To the maximum extent permitted by law, Orbit shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, arising out of or relating to this Policy, the NFT, or the Artwork, even if advised of the possibility of such damages. Nothing in this Policy limits Orbit’s liability for fraud, willful misconduct, gross negligence, bodily injury/death, or any liability that cannot be excluded under applicable law. In no event shall Orbit’s aggregate liability to you exceed the greater of one thousand U.S. dollars ($1,000) or the amount you paid to Orbit in the initial primary sale of the applicable NFT. Some jurisdictions do not allow the limitation of certain damages; to that extent, the above limitation may not apply to you. **Updates and Amendments** Orbit may amend this Policy to reflect legal, operational, or strategic updates. Orbit will provide notice of material changes through commercially reasonable public means (e.g., website announcement, email). Material changes will be effective prospectively no earlier than thirty (30) days after notice, except where a shorter period is reasonably necessary for legal, security, or operational reasons. Material changes will not retroactively reduce license rights already exercised or utilities already earned, except as required by law. Your continued ownership or use of the NFT after notice constitutes acceptance of the amended Policy. **Dispute Resolution, Class Waiver, and Governing Law** You and Orbit agree that disputes arising out of or relating to this Policy, the NFT, or the Artwork shall be resolved on an individual basis through binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) under its Comprehensive Arbitration Rules and Procedures (or, if applicable, the JAMS Consumer Arbitration Minimum Standards), with the arbitration seated in Cheyenne, Wyoming. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this arbitration agreement. There is no judge or jury in arbitration, and you waive any right to participate in class or representative actions. Orbit will pay arbitration filing and arbitrator fees to the extent required by applicable JAMS consumer rules. You may opt out of this arbitration agreement within thirty (30) days of first acquiring an Orbit NFT by sending written notice of your decision to . Before initiating arbitration, the parties will attempt informal resolution by sending a written notice of dispute to . Either party may seek relief in small claims court if the claim qualifies and may seek equitable relief in a court of competent jurisdiction to protect intellectual property or the security of services. If any portion of the class waiver is found unenforceable, the arbitration agreement shall be void as to that claim, and the claim shall proceed in court. For users located in the U.S., this Policy is governed by the laws of the State of Wyoming, excluding its conflicts of law rules. For users outside the U.S., this Policy is governed by the laws of Singapore to the extent permitted by applicable law, with local mandatory consumer protections remaining applicable. **Order of Precedence; Incorporation by Reference** The Terms of Service and Privacy Policy are incorporated into this Policy by reference. In the event of a conflict between this Policy and the Terms of Service concerning NFT ownership, licenses, transfers, royalties, or utilities, this Policy controls for NFT-specific matters. The Terms of Service control for platform access and services. **Entire Agreement; Severability; Assignment; Notices** This Policy constitutes the entire agreement between you and Orbit concerning NFT ownership, licensing, and royalties and supersedes prior inconsistent statements on those topics. If any provision of this Policy is found unenforceable, the remaining provisions remain in effect and should be interpreted to effectuate their intent. Orbit may assign this Policy or delegate its obligations to an affiliate or successor, including in connection with corporate restructuring or contract migration, without notice. You may assign your rights only by transferring your NFT in accordance with this Policy. Any questions regarding this Policy should be directed to . In the event of any discrepancy between a translated version of this Policy and the English version, the English version controls. All formal notices to Orbit must be sent to , with a copy to \[Orbit’s physical address]. Orbit may provide notices to you via email to the address associated with your NFT account or wallet, by conspicuous notice on its website, or via on-chain messaging if applicable. --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. Perform an HTTP GET request on the current page URL with the `ask` query parameter: ``` GET https://orbit-labs-1.gitbook.io/orbit-labs/legal/nft-ownership-and-license-agreement.md?ask= ``` The question should be specific, self-contained, and written in natural language. The response will contain a direct answer to the question and relevant excerpts and sources from the documentation. Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.