Terms and Conditions

ORBIT is a real-world asset tokenization platform operated by ORA RWA LLC, a Wyoming limited liability company.

1. Acceptance of These Terms

These Terms and Conditions, together with the Privacy Policy, the Fee Schedule, any Token-specific offering materials, and any other policy or document referenced herein (collectively, these "Terms"), form a legally binding agreement between ORA RWA LLC, a Wyoming limited liability company with its principal office at 1908 Thomes Ave, Cheyenne, Wyoming 82001 ("ORA," "Company," "we," "us," or "our"), and the person or entity accessing or using ORBIT (defined below) ("you," "your," or "User").

ORA operates ORBIT, a digital platform focused on the tokenization of real-world assets ("RWAs") (the "Platform" or "ORBIT"), including any website, application, smart contracts, and related services made available by ORA under the ORBIT name. "Services" means the Platform and all features, content, and functionality ORA makes available through it.

By accessing, browsing, creating an account on, connecting a wallet to, or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree to every part of these Terms, you must not access or use the Platform.

If you accept these Terms on behalf of a company, fund, trust, or other entity, you represent that you have full authority to bind that entity, and "you" refers to that entity for all purposes under these Terms.

These Terms contain a binding arbitration provision and class action waiver in Section 23, which affect your legal rights. Please read Section 23 carefully.

2. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• "Applicable Law" means all laws, regulations, rules, orders, and binding guidance of any governmental or regulatory authority that apply to the Platform, ORA, or a User, including securities, commodities, banking, money-transmission, tax, data-protection, and anti-money-laundering laws of the United States and any other applicable jurisdiction.
• "Digital Wallet" means a third-party or self-hosted software or hardware wallet that a User controls and uses to connect to the Platform, hold Tokens, and sign transactions.
• "Issuer" means the person or entity (which may include a special-purpose vehicle, series LLC, trust, fund, or other originator) that offers, structures, or is otherwise economically responsible for a specific Token and the Underlying Asset it references, and that instructs ORA to perform Minting Services for that Token.
• "Minting Services" means the technology functions the Platform performs to create, deploy, and configure a Token on a blockchain network — including setting token supply, metadata, and transfer-restriction parameters — at the direction of, and based on instructions and data supplied by, the applicable Issuer, pursuant to a separate agreement between ORA and that Issuer.
• "Non-U.S. Person" and "U.S. Person" have the meanings given in Regulation S under the Securities Act of 1933, as amended (17 C.F.R. § 230.902(k)), unless the context requires otherwise.
• "Restricted Territory" means any country, region, or territory that is subject to comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or comparable sanctions regimes, as ORA may identify and update from time to time.
• "Sanctioned Person" means any individual or entity that is (a) named on any sanctions or watch list administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, HM Treasury, or any other relevant sanctions authority, or (b) organized, resident, or located in a Restricted Territory.
• "Smart Contract" means self-executing code deployed on a blockchain network that facilitates the issuance, transfer, or settlement of a Token.
• "Token" means a blockchain-based digital asset made available through the Platform that represents, evidences, or is linked to an interest in, or economic exposure to, an Underlying Asset.
• "Underlying Asset" means the real-world asset, or pool of assets, that a Token references, is backed by, or otherwise derives its value from, as described in the applicable Token's offering or listing materials.

3. Eligibility

3.1 General Eligibility

To access or use the Platform, you must: (a) be at least 18 years old or the age of majority in your jurisdiction of residence, whichever is greater; (b) have the full legal capacity and authority to enter into these Terms; (c) not be a Sanctioned Person and not act on behalf of a Sanctioned Person; (d) not be located, organized, incorporated, or resident in a Restricted Territory; and (e) use the Platform only in compliance with all Applicable Law in your jurisdiction.

3.2 Current Restriction to Non-U.S. Persons

AS OF THE EFFECTIVE DATE OF THESE TERMS, THE PLATFORM AND ANY TOKENS OFFERED THROUGH IT ARE MADE AVAILABLE SOLELY TO NON-U.S. PERSONS TRANSACTING OUTSIDE THE UNITED STATES. ORA DOES NOT CURRENTLY OFFER, SELL, SOLICIT, OR MAKE AVAILABLE ANY TOKEN, OR ANY INVESTMENT OR TRADING FEATURE OF THE PLATFORM, TO ANY U.S. PERSON. IF YOU ARE A U.S. PERSON, YOU ARE NOT PERMITTED TO REGISTER FOR, ACCESS, OR USE THE TRANSACTIONAL FEATURES OF THE PLATFORM AT THIS TIME.

By registering for an account, you represent and warrant, and covenant on a continuing basis for as long as you use the Platform, that you are a Non-U.S. Person, that you are not accessing the Platform from within the United States, and that you are not acting for the account or benefit of a U.S. Person. ORA may require you to complete additional identity, residency, and tax-status verification (including IRS Form W-8 series certifications or equivalents) to confirm your status.

3.3 Future Availability to U.S. Persons

ORA anticipates that it may, in the future, make the Platform and certain Tokens available to persons in the United States, including both accredited investors and, subject to an appropriate exemption from or registration under the Securities Act, members of the general public. Any such expansion will be subject to (a) ORA's and/or the relevant Issuer's compliance with applicable federal and state securities, broker-dealer, exchange, and money-transmission laws, (b) additional or amended terms, subscription agreements, and disclosure documents specific to U.S. offerings, and (c) any required investor qualification or accreditation verification. Nothing in these Terms obligates ORA to expand access to U.S. Persons on any particular timeline, or at all, and no statement on the Platform should be construed as an offer to sell, or a solicitation of an offer to buy, any Token to or from a U.S. Person unless and until such an offering is separately and expressly made available in compliance with Applicable Law.

3.4 Sanctions and Prohibited Persons

You may not access or use the Platform if you are a Sanctioned Person or are located in a Restricted Territory. ORA reserves the right to screen Users and transactions against sanctions and watch lists, and to deny, suspend, restrict, or terminate access to any person it determines, in its sole discretion, poses a sanctions, anti-money-laundering, or other legal or regulatory risk.

4. Description of the Services

ORBIT is a technology platform that enables Issuers to list Tokens representing interests in tokenized real-world assets, and enables eligible Users to browse, evaluate, and transact in such Tokens, including through peer-to-peer and Issuer-to-User transactions executed via Smart Contracts on public blockchain networks.

For most Token listings, ORA's Platform performs the technical minting of the Token — that is, ORA's Minting Services execute the deployment, supply configuration, and metadata of the Token on the applicable blockchain network, as an infrastructure service supplied to the relevant Issuer under a separate agreement between ORA and that Issuer (an "Issuer Agreement"). ORA performs Minting Services strictly as a technology service provider carrying out the Issuer's instructions. Performing Minting Services for a Token does not, by itself, make ORA the Issuer, a co-issuer, sponsor, underwriter, guarantor, or transfer agent of that Token, and does not cause ORA to assume the Issuer's representations, obligations, or liabilities with respect to the Token or its Underlying Asset, in each case except to the extent a specific listing expressly and separately states that ORA or an ORA affiliate is itself the Issuer.

ORA's role is otherwise that of a platform and technology services provider. Except where a specific Token listing expressly states that ORA or an ORA affiliate is the Issuer, ORA does not itself sponsor, underwrite, manage, or guarantee any Token or any Underlying Asset, and ORA is not a party to the economic arrangement between a User and an Issuer with respect to any Token.

ORA is not, and does not act as, a broker-dealer, national securities exchange, alternative trading system, money transmitter, bank, trust company, custodian, escrow agent, transfer agent, or investment adviser under U.S. federal or state law, except to the extent, if any, that ORA has obtained a specific license or registration that is expressly disclosed on the Platform. The Platform does not provide, and should not be understood to provide, any service that requires such licensure. ORA's provision of Minting Services is a technology function and is not intended to constitute the maintenance of an official register of security holders or the performance of any other function that would require registration as a transfer agent under Section 17A of the Securities Exchange Act of 1934, and ORA's Minting Services are designed so that records of Token ownership are maintained on the applicable public blockchain rather than in a proprietary ORA register; nonetheless, the application of transfer-agent and similar regulatory frameworks to technology services such as Minting Services is unsettled, and ORA may need to modify, restrict, or discontinue Minting Services for a Token in response to regulatory developments.

ORA's relationship with each Issuer, including the terms governing Minting Services, applicable fees, and the Issuer's representations to ORA regarding the Token and its Underlying Asset, is governed exclusively by the Issuer Agreement between ORA and that Issuer. The Issuer Agreement is a separate contract to which Users are not a party, and it does not create any rights or remedies for Users under these Terms.

The Platform's initial and primary focus is the tokenization of real-world assets. ORA may in the future expand the Platform to other digital-asset verticals; any such expansion will be governed by these Terms as updated from time to time and, where applicable, by additional terms specific to the new vertical.

5. Account Registration; KYC/AML; Sanctions Compliance

To use most features of the Platform, you must register for an account and complete identity verification ("Know Your Customer" or "KYC") procedures. You agree to provide accurate, current, and complete information during registration and verification, and to promptly update such information if it changes.

ORA uses its own compliance procedures and may rely on third-party identity-verification, sanctions-screening, and anti-money-laundering ("AML") service providers to verify your identity, screen you against sanctions and politically-exposed-person lists, and monitor your activity on the Platform on an ongoing basis. You authorize ORA and its service providers to take any action reasonably necessary to verify your identity and status, including requesting government-issued identification, proof of address, source-of-funds documentation, and beneficial-ownership information.

ORA may deny, delay, suspend, or terminate your account or any transaction, and may report information to law enforcement, regulators, or financial-intelligence units, where required or permitted by Applicable Law, or where ORA reasonably believes doing so is necessary to comply with AML, counter-terrorist-financing, or sanctions obligations, or to prevent fraud or other harm.

ORA is not responsible for, and disclaims all liability arising from, the acts or omissions of third-party identity-verification, sanctions-screening, or AML service providers, provided ORA has acted in good faith in selecting and relying on such providers.

6. Digital Wallets; Non-Custodial Nature of the Platform

ORBIT is a non-custodial platform. To transact on the Platform, you must connect a self-hosted or third-party Digital Wallet that you alone control. At no point does ORA take possession, custody, or control of your private keys, seed phrases, Tokens, stablecoins, or fiat currency, and ORA does not operate as a custodian of any User's digital assets.

You are solely responsible for the security of your Digital Wallet, including safeguarding your private keys, seed phrases, and login credentials, and for all transactions initiated or signed from your Digital Wallet, whether or not authorized by you. ORA has no ability to access your Digital Wallet, reverse or cancel a transaction once broadcast to a blockchain network, freeze or recover Tokens or funds, or restore lost or compromised private keys.

BECAUSE ORA NEVER HOLDS YOUR PRIVATE KEYS OR ASSETS, ORA CANNOT ASSIST YOU IN RECOVERING LOST, STOLEN, OR MISDIRECTED TOKENS OR FUNDS. YOU ACKNOWLEDGE THAT THE LOSS OF YOUR PRIVATE KEYS OR SEED PHRASE MAY RESULT IN THE PERMANENT AND IRRECOVERABLE LOSS OF YOUR DIGITAL ASSETS.

ORA owes you no fiduciary duty in connection with your Digital Wallet or your use of the Platform, and nothing in these Terms or in the Platform's design creates a custodial, escrow, deposit-taking, or trust relationship between you and ORA.

7. RWA Tokenization; Nature and Limitations of Tokens

Each Token made available through the Platform represents a specific set of rights described in that Token's offering or listing materials, which may include, without limitation, a fractional beneficial interest, a contractual or revenue-sharing right, a debt instrument, or another form of economic exposure to an Underlying Asset. The rights represented by a Token vary from listing to listing, and you should carefully review the specific offering or listing materials, and consult independent advisors, before acquiring any Token.

Unless a listing expressly states that ORA or an affiliate of ORA is the Issuer, each Token's economic terms, existence, and backing by an Underlying Asset are the responsibility of the third-party Issuer for that Token, which is independent of ORA; even though ORA's Platform may have performed the technical minting of the Token as a Minting Services function for that Issuer, as described in Section 4. Performing Minting Services means that the number of Tokens minted, the Token's metadata, and other issuance parameters are executed by ORA's technology, but they are determined and instructed by the applicable Issuer; ORA does not independently verify, audit, appraise, insure, or guarantee the accuracy or completeness of an Issuer's minting instructions, or the existence, condition, title, valuation, legal structure, or performance of any Underlying Asset or Issuer, except to the extent expressly stated in a specific listing's materials. ORA's execution of Minting Services for a Token is not, and should not be construed as, an endorsement, verification, or guarantee by ORA of that Token, its Issuer, or its Underlying Asset. You are solely responsible for conducting your own due diligence on any Token, Issuer, and Underlying Asset before transacting.

Tokens may be subject to transfer restrictions enforced through Smart Contracts or an allow-list/whitelist mechanism (for example, to enforce securities-law resale restrictions, sanctions screening, or Issuer-imposed limits). ORA does not guarantee that any Token can be freely transferred, sold, or converted to fiat currency at any particular time, price, or at all.

There is no assurance that a secondary trading market for any Token will develop, or if developed, will be maintained. Tokens may be highly illiquid, and you should be prepared to hold a Token indefinitely and to bear the risk of a complete loss of its value.

8. Risk Disclosures

The risks described in this Section 8 are not exhaustive. By using the Platform, you acknowledge that you have read and understood these risk disclosures, that you have the knowledge and experience to evaluate the merits and risks of acquiring Tokens, and that you assume all such risks.

8.1 General Digital Asset Risks

• Digital assets, including Tokens, can be extremely volatile in value and may lose some or all of their value rapidly and without warning.
• Blockchain transactions are generally irreversible once confirmed; a mistaken or fraudulent transfer may not be recoverable.
• Blockchain networks, exchanges, wallets, and related infrastructure have been, and may continue to be, subject to hacking, exploits, and security breaches outside of ORA's control.
• A blockchain network may be subject to forks, upgrades, consensus failures, or other technical events that could adversely affect Tokens issued on that network.

8.2 Smart Contract and Blockchain Risk

• Smart Contracts may contain undiscovered bugs, vulnerabilities, or design flaws that could result in the loss of Tokens or funds. ORA does not warrant that any Smart Contract used on or in connection with the Platform is free of errors or vulnerabilities.
• You are responsible for paying network ("gas") fees and other transaction costs, which can fluctuate significantly and are outside of ORA's control.
• Bridges and interoperability protocols used to move assets between blockchain networks carry additional risk of loss, and ORA does not create, operate, or warrant the security of any such bridge.

8.3 Real-World Asset (RWA) Specific Risks

• Underlying Assets may be difficult to value, and appraisals or valuations provided by an Issuer or third party may be inaccurate, outdated, or based on assumptions that prove incorrect.
• Underlying Assets may be illiquid, and the market for the Token itself may be even more illiquid than the market for the Underlying Asset.
• Underlying Assets may be subject to title defects, liens, encumbrances, physical damage, casualty loss, environmental liabilities, or other conditions that reduce or eliminate their value.
• Where an Underlying Asset is located outside the United States, it may be subject to foreign legal systems, currency fluctuations, expropriation, political instability, and enforcement risk that could impair your ability to realize the value of a Token.
• The entity or structure (such as a special-purpose vehicle, series LLC, or trust) that holds legal title to an Underlying Asset may become insolvent, mismanaged, or subject to fraud, and Token holders may have limited or no direct recourse against the Underlying Asset itself.
• There is no government deposit insurance, investor-protection fund, or similar scheme (such as FDIC or SIPC coverage) applicable to Tokens or Underlying Assets.

8.4 Regulatory and Legal Risk

• The regulatory treatment of digital assets, including RWA-backed Tokens, is evolving and differs across jurisdictions. A Token or activity that is currently lawful may become restricted, prohibited, or subject to new registration or licensing requirements.
• A regulator could determine that a Token is a security, commodity, or other regulated instrument under a legal framework not currently applied to it, which could result in enforcement action, forced unwinding of transactions, or the delisting of a Token from the Platform.
• Changes in Applicable Law may require ORA to restrict, suspend, or terminate access to the Platform for some or all Users, or to modify or discontinue certain Tokens or features, without liability to you.

8.5 No Guarantee of Returns; Possible Total Loss

NO TOKEN, UNDERLYING ASSET, OR FEATURE OF THE PLATFORM IS GUARANTEED OR INSURED BY ORA, ANY ISSUER, OR ANY GOVERNMENTAL AGENCY. PAST PERFORMANCE OF ANY UNDERLYING ASSET OR TOKEN IS NOT INDICATIVE OF FUTURE RESULTS. YOU MAY LOSE THE ENTIRE VALUE OF ANY TOKEN YOU ACQUIRE.

8.6 Reliance on Issuers and Third Parties

ORA relies on representations made by Issuers and other third parties regarding Tokens and Underlying Assets. Unless expressly stated otherwise in specific listing materials, ORA does not independently audit or verify such representations, and ORA disclaims responsibility for any inaccuracy, omission, or misrepresentation by an Issuer or other third party.

8.7 Minting and Issuance Technology Risk

• Tokens made available through the Platform are typically created using ORA's Minting Services technology at the direction of the applicable Issuer. Errors or omissions in the instructions or data an Issuer supplies to ORA for minting, or technical errors in the minting process itself, could result in an incorrect token supply, incorrect metadata, misconfigured transfer restrictions, or other defects affecting a Token.
• ORA's performance of Minting Services for a Token does not make ORA responsible for the Issuer's representations about the Underlying Asset, and does not create a warranty by ORA regarding the Token's terms, supply, or performance.
• The regulatory characterization of technology services such as Minting Services — for example, whether providing such services could cause ORA to be treated as a transfer agent or in another regulated capacity under U.S. federal or state securities law if a Token is deemed a security — is unsettled and may change or be clarified by regulators or courts. Any such development could require ORA to alter, restrict, suspend, or discontinue Minting Services generally or with respect to a specific Token, which could affect your ability to acquire, hold, or transfer that Token.

9. No Investment Advice; No Fiduciary Duty

Information made available on or through the Platform, including listing pages, market data, and educational content, is provided for general informational purposes only and does not constitute investment, legal, tax, or financial advice, or a recommendation or solicitation to buy, sell, or hold any Token.

ORA is not registered as an investment adviser or broker-dealer, and nothing in these Terms or on the Platform should be construed as creating an advisory or fiduciary relationship between you and ORA. You should consult your own independent financial, legal, and tax advisors before making any decision regarding a Token.

10. Regulatory Status; Securities Law Disclosures

ORA RWA LLC is not registered with the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority, the Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, or any state securities or money-transmission regulator, except as may be expressly disclosed on the Platform. Tokens made available through the Platform have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and, where offered, are intended to be offered and sold in reliance on an exemption from registration, including Regulation S for offers and sales occurring outside the United States to Non-U.S. Persons.

Tokens acquired under Regulation S are subject to resale restrictions under Applicable Law, including restrictions on resales to, or for the account or benefit of, U.S. Persons during any applicable distribution compliance period. You are responsible for understanding and complying with any resale restrictions applicable to a Token you acquire.

Nothing in these Terms, on the Platform, or in any Token listing constitutes a representation by ORA as to whether a particular Token is or is not a "security" under the Securities Act, the Securities Exchange Act of 1934, or any other Applicable Law. Each Issuer is responsible for its own legal analysis and compliance with respect to the Tokens it issues, and ORA's inclusion of a Token on the Platform is not a determination or endorsement of that analysis.

If and when ORA expands availability of the Platform or specific Tokens to U.S. Persons, such offerings will be conducted only pursuant to an available exemption from registration (such as Regulation D) or an effective registration statement or qualified offering circular, as applicable, and will be governed by additional disclosure documents and subscription terms specific to that offering.

11. Fees

ORA may charge fees for use of certain features of the Platform, including listing, transaction, or service fees, as described in the fee schedule made available on the Platform (the "Fee Schedule"). ORA may add, remove, or change fees at any time by updating the Fee Schedule; changes will apply prospectively to transactions entered into after the update takes effect.

You are separately responsible for network/gas fees, currency-conversion costs, and any fees charged by your Digital Wallet provider, payment processor, or other third party, none of which are paid to or controlled by ORA.

12. User Conduct; Prohibited Activities

You agree not to, and not to attempt to, use the Platform to:

• violate any Applicable Law, including securities, commodities, tax, export-control, or anti-money-laundering laws;
• offer, sell, or facilitate the offer or sale of an unregistered security in violation of Applicable Law;
• engage in market manipulation, including wash trading, spoofing, front-running, or pump-and-dump schemes;
• provide false, inaccurate, or misleading information during registration, KYC, or otherwise;
• circumvent, disable, or interfere with KYC, AML, sanctions-screening, or transfer-restriction mechanisms;
• access the Platform from, or on behalf of, a Sanctioned Person or a Restricted Territory, or, unless separately authorized by ORA under Section 3.3, a U.S. Person;
• infringe the intellectual property, privacy, or other rights of any person;
• introduce malware, conduct denial-of-service attacks, or otherwise interfere with the integrity or security of the Platform;
• scrape, harvest, or extract data from the Platform other than through means ORA expressly authorizes; or
• use the Platform to launder money, finance terrorism, or facilitate any other illegal activity.

ORA may investigate suspected violations of this Section 12 and may suspend or terminate access, reverse or refuse to process a transaction where technically possible, and report suspected violations to law enforcement or regulators, without prior notice to you.

13. Intellectual Property

ORA and its licensors own all right, title, and interest in and to the Platform, including the "ORA" and "ORBIT" names and logos, and all software, text, graphics, and other content made available by ORA on the Platform (excluding third-party and Issuer content), together with all associated intellectual property rights.

Subject to your compliance with these Terms, ORA grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your own personal or internal business purposes. No other rights are granted, and you may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of the Platform or its underlying software, except as permitted by Applicable Law notwithstanding this restriction.

If you submit feedback, suggestions, or ideas regarding the Platform, you grant ORA a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without obligation to you.

14. Third-Party Content, Services, and Links

The Platform may display content provided by Issuers or other third parties, and may link to, integrate with, or rely on third-party services such as blockchain networks, Digital Wallet providers, oracles, custodians of Underlying Assets, payment processors, and identity-verification providers (collectively, "Third-Party Services").

ORA does not control, and is not responsible for, the accuracy, legality, or availability of content provided by Issuers or other third parties, or the performance, security, or availability of any Third-Party Service. Your use of any Third-Party Service is at your own risk and may be subject to that third party's own terms and privacy practices.

15. Privacy

ORA's collection, use, and disclosure of personal information in connection with the Platform is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and, where necessary to comply with Applicable Law or to perform KYC/AML screening, disclosure of your personal information as described in the Privacy Policy, including disclosure to third-party identity-verification and sanctions-screening providers.

16. Taxes

You are solely responsible for determining what, if any, taxes apply to your transactions on the Platform, and for reporting and remitting such taxes to the appropriate tax authority. ORA does not provide tax advice. Where required by Applicable Law, ORA may collect tax-related information from you and may report information about your transactions to tax authorities.

17. Disclaimer of Warranties

THE PLATFORM AND ALL CONTENT AND SERVICES MADE AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ORA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR SECURE, OR THAT ANY TOKEN, ISSUER, OR UNDERLYING ASSET WILL PERFORM AS DESCRIBED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORA AND ITS AFFILIATES, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR TOKEN OR UNDERLYING ASSET VALUE, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ORA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Because ORA does not custody your Tokens or funds and is not a party to the terms of any specific Token or Underlying Asset except where expressly stated, ORA is not liable for losses arising from the performance, default, fraud, or insolvency of an Issuer, or from blockchain network failures, Smart Contract vulnerabilities, or third-party service failures, except to the extent caused by ORA's gross negligence, fraud, or willful misconduct. This limitation applies equally to ORA's performance of Minting Services: ORA's liability, if any, for errors in executing Minting Services is subject to the same limitations set out in this Section 18, and ORA is not liable for losses resulting from inaccurate, incomplete, or fraudulent instructions or data that an Issuer supplies to ORA for use in minting a Token. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you.

19. Indemnification

You agree to indemnify, defend, and hold harmless ORA and its affiliates, officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your breach of these Terms; (c) your violation of Applicable Law; (d) any Token transaction you enter into; or (e) your infringement of any third party's rights.

20. Term; Suspension; Termination

These Terms take effect when you first access or use the Platform and remain in effect until terminated as described in this Section 20.

ORA may suspend or terminate your access to the Platform at any time, with or without cause or notice, including where ORA believes suspension or termination is necessary to comply with Applicable Law, to prevent fraud, or to protect the security or integrity of the Platform. You may stop using the Platform at any time.

Sections 2, 7 through 10, and 12 through 26 of these Terms will survive termination, along with any other provision that by its nature should survive.

21. Modifications to These Terms or the Services

ORA may amend these Terms at any time by posting an updated version on the Platform with a new "Last Updated" date. For material changes, ORA will use reasonable efforts to provide additional notice, such as an in-app notification or email. Your continued use of the Platform after an amendment takes effect constitutes your acceptance of the amended Terms.

ORA may also modify, suspend, or discontinue any feature of the Platform, or a specific Token listing, at any time, without liability to you, except as required by Applicable Law.

22. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Platform are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 23.

23. Dispute Resolution; Binding Arbitration; Class Action Waiver

23.1 Informal Resolution

Before filing a claim against ORA, you agree to first contact ORA at the notice address in Section 26 and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

23.2 Binding Arbitration

If a dispute is not resolved informally, you and ORA agree that it will be resolved by binding, individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, if you are using the Platform primarily for personal purposes, its Consumer Arbitration Rules), before a single arbitrator. Unless you and ORA agree otherwise, the arbitration will be seated in Cheyenne, Wyoming, and may be conducted by videoconference or other remote means where permitted by the applicable AAA rules. The arbitrator's decision will be final and binding, subject to any right of appeal provided under the Federal Arbitration Act.

23.3 Class Action and Jury Trial Waiver

YOU AND ORA EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

23.4 Exceptions

Either party may bring an individual action in small-claims court for disputes within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.

23.5 Right to Opt Out

You may opt out of the arbitration and class-action-waiver provisions in this Section 23 by sending written notice to ORA at the address in Section 26 within thirty (30) days after the date you first agree to these Terms. If you opt out, disputes will be resolved in the courts described in Section 22, and neither party waives its right to a jury trial or to participate in a class action with respect to such disputes.

23.6 Severability of This Section

If any part of this Section 23 is found unenforceable, the remainder will remain in force, except that if the class-action waiver in Section 23.3 is found unenforceable with respect to a particular claim, that claim (and only that claim) may proceed in court rather than in arbitration.

24. Force Majeure

ORA will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, internet or blockchain network outages or congestion, and cyberattacks.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the documents they incorporate by reference, constitute the entire agreement between you and ORA regarding the Platform and supersede all prior or contemporaneous agreements on that subject.

25.2 Severability

If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

25.3 No Waiver

ORA's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

25.4 Assignment

ORA may assign these Terms, in whole or in part, at any time without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign these Terms without ORA's prior written consent.

25.5 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and ORA.

25.6 No Third-Party Beneficiaries

Except for ORA's affiliates, officers, members, employees, and agents as expressly referenced in these Terms, there are no third-party beneficiaries to these Terms.

25.7 Notices

ORA may provide notices to you by posting on the Platform, by email to the address associated with your account, or by other reasonable means. Notices to ORA must be sent to the address in Section 26.

25.8 Export Control

You agree to comply with all applicable export-control and sanctions laws in connection with your use of the Platform.

25.9 Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any conflict.

26. Contact Information

ORA RWA LLC

1908 Thomes Ave, Cheyenne, Wyoming 82001

Registered Agent: AAA Corporate Services, Inc., 1908 Thomes Ave, Cheyenne, Wyoming 82001

Contact: info@orbitrwa.io