Sanctions & Export Controls Policy

This Policy applies to all officers, directors, managers, members, employees, independent contractors, consultants, agents, representatives, creators, brand partners, vendors, and any third party acting on behalf of or for the benefit of Orno (collectively, “Covered Persons”), in every jurisdiction worldwide. This Policy governs all transactions, dealings, activities, and services—whether involving the export, re-export, transfer, provision, receipt, or facilitation of goods, software, technology, services, funds, or economic resources—that may implicate applicable sanctions, embargo, or export-control regimes.

The purpose of this Policy is to ensure that Orno does not, directly or indirectly, engage in any transaction, dealing, or activity that would violate applicable sanctions or export-control laws, and to establish procedures for identifying, assessing, and mitigating sanctions and export-control risks inherent in Orno’s business operations, creator network, brand partnerships, and supply chain.

The foregoing enumeration is illustrative and non-exhaustive. Covered Persons shall comply with all applicable sanctions, embargo, export-control, and anti-boycott laws of every jurisdiction with which they have a nexus, including laws with extraterritorial application.

As of the effective date of this Policy, the following jurisdictions are subject to comprehensive U.S. economic sanctions administered by OFAC, prohibiting substantially all transactions with persons located in, organized under the laws of, or ordinarily resident in such jurisdictions. Orno shall not, directly or indirectly, provide services to, receive services from, or engage in any transaction with any person located in or nexused to the following:

Prior to onboarding any creator, brand partner, vendor, contractor, or other counterparty, and periodically thereafter (at intervals not exceeding thirty (30) days for active relationships), Orno shall screen such parties against all applicable restricted-party lists, including without limitation:

Any potential match—whether exact, partial, or fuzzy—shall trigger an immediate hold on the transaction or onboarding and escalation to the Compliance Officer for adjudication. No transaction shall proceed until the potential match has been conclusively resolved as a false positive or, in the case of a confirmed match, appropriate governmental authorization (specific license) has been obtained.

No Covered Person shall, directly or indirectly, through any intermediary, affiliate, or agent:

• Engage in any transaction, dealing, or activity with, in, or involving any Sanctioned Country, Sanctioned Person, or property in which a Sanctioned Person has an interest;
• Export, re-export, or transfer any item, software, technology, or service subject to the EAR or ITAR to any prohibited destination, end user, or end use without the required license or applicable exception;
• Provide, facilitate, or broker any service—including payment processing, platform access, content distribution, sponsorship fulfillment, or logistics coordination—that benefits a Sanctioned Person or Sanctioned Country;
• Evade, avoid, or attempt to circumvent any applicable sanctions, embargo, or export-control prohibition, including through the use of shell companies, front organizations, nominee accounts, cryptocurrency, or any other obfuscation mechanism;
• Cause or conspire to cause any other person—including financial institutions, payment processors, logistics providers, or platform operators—to violate applicable sanctions or export controls;
• Engage in conduct that would constitute “facilitation” within the meaning of OFAC’s facilitation prohibition (31 C.F.R. § 560.208 and analogous provisions), including approval, financing, guarantee, or provision of services to transactions that a U.S. person could not directly perform; or
• Participate in any unsanctioned boycott of a country friendly to the United States in violation of the anti-boycott provisions of the EAR (15 C.F.R. Part 760) or the Internal Revenue Code (§ 999).

Pursuant to OFAC’s revised guidance on entities owned by persons whose property and interests in property are blocked (the “50 Percent Rule”), any entity that is owned, directly or indirectly, fifty percent (50%) or more in the aggregate by one or more Sanctioned Persons (SDN-listed individuals or entities) is itself treated as blocked, regardless of whether such entity is independently listed on the SDN List. This rule applies on a cumulative basis—if two SDN-listed persons each own 25% of an entity, the entity is treated as blocked.

Covered Persons shall not engage in any transaction with any entity that they know or have reason to know is 50% or more owned by one or more Sanctioned Persons. Orno’s screening procedures shall incorporate beneficial-ownership analysis to the extent commercially practicable, and shall escalate any entity where ownership by sanctioned persons appears to approach or exceed the 50% threshold.

The 50 Percent Rule is applied vertically (down ownership chains) but, under current OFAC guidance, is not applied horizontally (entities at the same level owned by the same blocked person are not aggregated to block each other). Covered Persons shall consult with the Compliance Officer regarding complex corporate structures where the application of the 50 Percent Rule is ambiguous.

Notwithstanding the classification of any item as EAR99 or otherwise exempt from license requirements, no Covered Person shall export, re-export, or transfer any item, software, technology, or service where such person knows, has reason to know, or is informed by BIS that the item will be used in, or diverted to, any of the following prohibited end uses:

• The design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons, or missiles capable of delivering such weapons (15 C.F.R. § 744.2–744.4);
• Military end uses in countries subject to U.S. arms embargoes (15 C.F.R. § 744.21) or military-intelligence end uses (15 C.F.R. § 744.22);
• Support for terrorism, drug trafficking, or transnational organized crime;
• Activities that would result in a violation of human rights, including surveillance, censorship, or population tracking in jurisdictions with documented patterns of human-rights abuse; or
• Any end use prohibited by the specific license conditions, license exceptions, or restrictive trade practices of any applicable jurisdiction.

Covered Persons shall conduct end-use and end-user due diligence proportionate to the nature of the transaction, the classification of the item, and the corruption and diversion risk associated with the destination. Where doubt exists regarding permissible end use, the transaction shall be halted and referred to the Compliance Officer.

Under the EAR’s Deemed Export Rule (15 C.F.R. § 734.13), any release of controlled technology or source code to a foreign national within the United States is “deemed” to be an export to that person’s country or countries of nationality. Similarly, a “deemed re-export” occurs when controlled technology or source code is released to a foreign national of a third country in a second country. These rules apply regardless of the physical location of the disclosure—the controlling factor is the nationality of the recipient, not their geographic location.

Orno personnel involved in technology development, software engineering, or platform architecture shall be aware that sharing controlled technical data, source code, encryption algorithms, or proprietary technology with foreign-national colleagues or contractors may constitute a deemed export requiring a license or license determination. Prior to disclosing any technology that may be controlled under an ECCN to a foreign national, Personnel shall consult with the Compliance Officer to determine applicable licensing requirements.

For clarity, publicly available technology, published information, fundamental research, and educational information as defined in the EAR (§ 734.7–734.11) are generally excluded from deemed-export controls. However, Covered Persons shall not rely on these exclusions without affirmative confirmation from the Compliance Officer.

Covered Persons shall be alert to, and shall immediately escalate to the Compliance Officer, any transaction exhibiting one or more of the following “red flags” indicative of potential sanctions evasion, export-control violation, or illicit diversion (derived from BIS’s “Know Your Customer” guidance and OFAC advisories):

The presence of one or more red flags does not automatically render a transaction impermissible but does require documented escalation, enhanced due diligence, and affirmative clearance from the Compliance Officer before proceeding. Failure to escalate known red flags shall be treated as a disciplinary matter.

Where a proposed transaction requires a specific license from OFAC, BIS, DDTC, or other competent authority, no Covered Person shall proceed with such transaction until the applicable license has been obtained, its conditions fully understood, and compliance confirmed by the Compliance Officer. General licenses, license exceptions (e.g., EAR License Exceptions TMP, TSR, ENC, GOV), and OFAC General Licenses shall be invoked only after affirmative determination by the Compliance Officer that all conditions and limitations thereof are satisfied.

Applications for specific licenses shall be prepared and submitted exclusively by or under the direction of the Compliance Officer. No Covered Person shall submit representations to OFAC, BIS, or any other governmental authority regarding Orno’s sanctions or export-control compliance without prior review and approval by the Compliance Officer and external trade-compliance counsel.

In all cases, reliance on a license exception or general license shall be documented contemporaneously, including identification of the specific exception invoked, the factual basis for eligibility, and any conditions or limitations applicable thereto. Such documentation shall be retained for a period of not less than five (5) years from the date of the transaction in accordance with EAR recordkeeping requirements (15 C.F.R. § 762.2).

It is Orno’s policy to make timely and complete voluntary self-disclosures (“VSDs”) to OFAC, BIS, and/or other competent authorities upon discovery of any apparent violation of applicable sanctions or export-control laws. Voluntary self-disclosure is a significant mitigating factor in OFAC’s penalty calculations pursuant to the Economic Sanctions Enforcement Guidelines (Appendix A to 31 C.F.R. Part 501) and in BIS enforcement decisions.

Upon identification of a potential violation, the Compliance Officer shall (a) immediately preserve all relevant records and communications; (b) initiate an internal investigation with the assistance of external counsel as warranted; (c) assess whether the apparent violation meets the threshold for voluntary self-disclosure; (d) prepare and submit the initial notification to the relevant agency within sixty (60) days of discovery, or sooner if circumstances require; and (e) provide a complete narrative filing within one hundred eighty (180) days, or as otherwise directed by the agency.

All Personnel have an affirmative obligation to report potential violations to the Compliance Officer immediately upon discovery. Delay in internal reporting that materially impairs Orno’s ability to make a timely voluntary self-disclosure may itself constitute grounds for disciplinary action.

Internal disciplinary action for violations of this Policy shall follow the same framework set forth in Section 14 of the Anti-Bribery & Anti-Corruption Policy, and may include immediate termination, forfeiture of compensation, and referral to law enforcement. The Compliance Officer, in consultation with legal counsel, shall determine whether external reporting (voluntary self-disclosure) is warranted in connection with any internal violation.

Orno reserves the right to terminate, without liability, any creator agreement, brand partnership, vendor contract, or other commercial arrangement where the counterparty becomes the subject of sanctions designation, is found to be located in an embargoed jurisdiction, or otherwise presents an unacceptable sanctions-compliance risk. Such termination shall not give rise to any claim for damages, compensation, or other relief by the terminated party.

All questions, screening requests, red-flag escalations, license applications, and reports of potential violations concerning this Policy shall be directed to:

This Policy is effective as of the date first written above and shall remain in effect until expressly rescinded, superseded, or amended by the Chief Compliance Officer. By continuing to perform services for, on behalf of, or in connection with Orno LLC, each Covered Person acknowledges receipt of, consents to, and is bound by every term of this Policy.