NFT Ownership and License Agreement
Last Updated: June 26, 2025
This NFT Ownership and License Agreement ("Agreement") is entered into by and between Orbit Labs LLC ("Orbit," "we," "us," or "our") and any person or entity ("you" or "User") who purchases, holds, or otherwise interacts with a non-fungible token ("NFT") issued by Orbit on the Hedera distributed ledger. By acquiring or using any NFT from Orbit, you agree to the terms of this Agreement.
1. Ownership and Intellectual Property
You own the NFT, not the underlying intellectual property, design, or artwork ("Art") associated with it. Ownership refers to the recorded possession of the NFT on the Hedera distributed ledger. You are granted a limited, non-exclusive, non-transferable license to use, copy, and display the associated Art solely for personal or approved commercial purposes. This includes personal display, listing on marketplaces that verify ownership, and use on verified third-party platforms.
Orbit grants permission to use the Art for merchandise or derivative works under a commercial use license, subject to compliance with this Agreement. You may not modify the Art in a way that misrepresents it, use it unlawfully, claim its copyright, or use it in contexts that are discriminatory, violent, or defamatory.
All rights not explicitly granted are reserved by Orbit Labs, including all copyrights, trademarks, trade secrets, and publicity rights.
2. NFT Utilities and Benefits
Orbit NFTs may include platform benefits such as:
Access to closed environments;
Trading fee discounts;
Engagement-based point multipliers;
Access to reward systems.
Specific NFT tiers include:
Core Key: 20% trading fee reduction, 1.2x points;
Prime Key: 25% trading fee reduction, 1.4x points;
Apex Key: 30% trading fee reduction, 1.6x points.
NFT benefits may be combined to provide up to an 80% fee discount and a 3x multiplier on engagement-based Orbit Points. NFT holders may receive access to platform features such as seasonal rewards, cosmetic items, or other non-financial, participation-based benefits. NFTs do not provide holders with any expectation of future profit or appreciation. All utilities are delivered solely in connection with platform usage and engagement. Utilities are subject to change or termination at Orbit’s discretion. No utility or benefit associated with an Orbit NFT is guaranteed to carry monetary value or serve as a claim to any digital asset or token. Orbit Points are non-transferable and hold no monetary value. They are awarded solely to reflect user engagement and participation on the platform.
Orbit NFTs may be referenced in external materials, including litepapers or promotional content, which outline potential platform-based engagement programs. These references are not binding and do not form part of this Agreement. No external material shall be interpreted as conferring any financial right, entitlement, or value beyond the scope of this license.
3. Transfers, Resale, and Royalties
NFTs may be transferred or resold, provided such transfers adhere to this Agreement. Licenses transfer with ownership. A resale royalty of 5% applies to all secondary sales, enforceable via smart contract. Wallet-to-wallet or non-marketplace transfers incur a 10 HBAR fallback fee. Benefits may be lost if transferred improperly.
Upon transfer, the prior license terminates and the new owner is bound by this Agreement.
4. Third-Party Platforms
Orbit is not responsible for the operations, availability, or actions of any third-party marketplaces, exchanges, wallets, or other services that may interact with NFTs. Your use of third-party platforms is governed solely by those platforms’ terms and policies.
5. Assumption of Risk
You acknowledge that NFTs are inherently risky and volatile. Orbit disclaims liability for the risks of smart contract bugs, cryptographic failures, internet connectivity issues, digital storage failures (e.g., IPFS downtime), and distributed ledger reorganization. Orbit does not guarantee the continued existence or value of any NFT or associated Art.
NFTs are not securities or investments. They do not grant dividends, profit rights, voting authority, or equity in Orbit. All sales are final.
6. Modifications to the Agreement
Orbit may modify this Agreement at any time to reflect legal, operational, or strategic updates. Updates may affect benefits, royalties, or compliance policies. Continued ownership or use of NFTs after an update constitutes acceptance of the revised terms. Major changes will be publicly announced.
7. Export and Sanctions Compliance
Orbit NFTs may not be accessed or transferred to individuals or wallets in restricted jurisdictions, including Cuba, Iran, North Korea, Syria, Crimea (Ukraine), or any region subject to U.S. sanctions or export controls. VPN usage to circumvent restrictions is prohibited. By using Orbit NFTs, you confirm you are not a restricted individual or entity.
8. Termination
Your license and associated rights terminate immediately upon breach of this Agreement. You must cease all commercial and public use of the NFT and Art upon termination.
9. Indemnification
You agree to indemnify, defend, and hold harmless Orbit Labs LLC, its affiliates, personnel, licensors, and service providers from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of your violation of this Agreement, misuse of the NFTs, violation of applicable law, or any third-party claims arising from your transfer, resale, or use of the NFTs on external platforms, including any regulatory inquiries or governmental actions resulting from your conduct or use of the NFTs.
10. Limitation of Liability
To the fullest extent permitted by law, Orbit shall not be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or relating to this Agreement or your use of any NFT, even if Orbit has been advised of the possibility of such damages. Orbit’s total cumulative liability for all claims shall not exceed the amount you paid directly to Orbit for the NFT.
11. Assignment
Orbit may assign or transfer its rights and obligations under this Agreement without notice. You may not assign this Agreement except through lawful transfer of the NFT in accordance with this Agreement.
12. Age Restrictions
You must be at least 18 years old to acquire, hold, or interact with any Orbit NFT. Children under 13 are strictly prohibited from using or accessing Orbit NFTs or related services.
13. Dispute Resolution and Governing Law
This Agreement is governed by the laws of the State of Wyoming, U.S.A. All disputes shall be resolved by final and binding arbitration in Wyoming under the rules of the American Arbitration Association. You waive any right to jury trials or class actions.
14. Entire Agreement and Severability
This Agreement constitutes the entire agreement between you and Orbit regarding the use of NFTs. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
15. Contact Information
For NFT-related questions, please contact legal@orbit-hbar.io
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