NFT Ownership and License Agreement
Last Updated: September 5, 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. Commercial use is permitted for merchandise and derivative works provided it does not exceed $100,000 USD in gross revenue per year without prior written approval from Orbit Labs. 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.
Orbit NFTs are consumable digital goods that enable access to utilities, discounts, and engagement-based features within the Orbit ecosystem. They are not investments and do not entitle holders to profits, equity, dividends, or financial rights of any kind. NFTs do not provide holders with any expectation of future profit or appreciation.
Ownership of an Orbit NFT does not create any partnership, joint venture, agency, or fiduciary relationship between the holder and Orbit Labs.
All utilities, benefits, features, and access rights associated with Orbit NFTs are discretionary and may be changed, suspended, or terminated at Orbit’s sole discretion, without obligation to provide replacement benefits or compensation. 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. Continued ownership of an NFT constitutes acceptance of any updated terms. Orbit Points are non-transferable and hold no monetary value. They are awarded solely to reflect user engagement and participation on the platform.
Non-Reliance on External Statements You agree that no public statement, roadmap projection, promotional material, tweet, or community message shall be interpreted as a binding commitment or enforceable promise by Orbit Labs. All utilities, features, and benefits are subject to change, delay, or cancellation without notice, and are not guaranteed to materialize. 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.
Orbit reserves the right to amend or discontinue NFT utilities and benefits at any time in order to comply with applicable law or regulatory guidance, without liability or obligation to holders.
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.
Ownership of an Orbit NFT does not confer rights to any Orbit trademarks, source code, smart contracts, or proprietary brand assets. The Art and associated IP may not be reproduced, sublicensed, commercialized, or modified without prior written consent from Orbit Labs LLC.
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.
Orbit makes no representation or guarantee regarding the secondary market value of NFTs or tokens. Any resale, trade, or price fluctuation is solely the result of independent market activity beyond Orbit’s control.
Orbit is built to interface exclusively with the Hedera distributed ledger. As such, the continued functionality of the Orbit Platform, NFTs, and associated features is directly dependent on the operational status, integrity, and availability of the Hedera network.
In the event of a Hedera network failure, outage, security exploit, consensus breakdown, protocol change, or deprecation that materially impairs Orbit's ability to operate, Orbit Labs LLC may be required to pause, modify, or permanently cease platform services without liability or compensation.
Users acknowledge that such events are outside the control of Orbit Labs LLC and agree that no guarantees or obligations can be made regarding recovery, migration, or continuity in such scenarios.
NFTs are not securities or investments. They do not grant dividends, profit rights, voting authority, or equity in Orbit.
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. Material changes may be publicly announced at Orbit’s discretion.
The development, expansion, and delivery of Orbit platform features — including reward programs, and roadmap items — are contingent upon successful fundraising, such as the Initial NFT Offering (INO), and/or future platform revenue. If such funding falls short of required thresholds, Orbit reserves the right to delay, scale back, or cancel planned features or perks. Users and NFT holders acknowledge that feature delivery is not guaranteed and may be adjusted based on financial viability.
No Guarantee of Continuity Orbit may pause, modify, or permanently discontinue any NFT utility, benefit, or access feature at any time, including the full deprecation of NFT integrations with the Orbit Platform. No refunds, compensations, or alternative benefits will be offered in the event of discontinuation.
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. All NFT sales are final. Orbit is not obligated to provide any refunds, reimbursements, or financial compensation under any circumstances, including if the Orbit platform is delayed, fails to launch, or ceases operation. To the fullest extent permitted by law, Orbit’s aggregate liability for any claim shall not exceed one U.S. dollar ($1.00).
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
In the event of any discrepancy between translated versions of this Agreement and the original English version, the English version shall prevail.
For NFT-related questions, please contact legal@orbit-hbar.io
Last updated