Terms of Service — Orno LLC

1

Definitions

Capitalized terms have the meanings set forth below. Words in the singular include the plural and vice versa, and references to "including" mean "including without limitation." Headings are for convenience only.

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with a Party, where "control" denotes ownership of at least fifty percent (50%) of voting interests or the power to direct management.

"Applicable Law" means all statutes, rules, regulations, court orders, decrees, administrative guidance, self-regulatory codes, and governmental requirements that apply to the Parties, the Platform, or any Program.

"Brand" or "Brand Partner" means any advertiser, manufacturer, distributor, agency, or their representative that uses the Platform or Services to source, negotiate, or administer Programs.

"Campaign Brief" means the written, digital, or platform-delivered specification describing Program objectives, messaging, deliverables, timelines, compensation, disclosures, and approval requirements.

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed in connection with the Terms, the Platform, or a Program.

2

Acceptance of Terms

By accessing or using the Platform, creating an account, submitting a Program application, accepting a Campaign Brief, or otherwise engaging with Orno, you agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

These Terms constitute a binding legal agreement between you and Orno LLC. Please read them carefully. If you do not agree to these Terms, you may not access or use the Platform.

3

Eligibility and Authority

You represent and warrant that:

1 You are at least eighteen (18) years of age or the age of majority in your jurisdiction of residence.
2 You have the legal capacity to enter into a binding contract.
3 If acting on behalf of an organization, you have full authority to bind that entity to these Terms.
4 Your use of the Platform will comply with all Applicable Law and these Terms.

Orno reserves the right to suspend or terminate accounts that violate these eligibility requirements.

4

Account Registration

To access certain features of the Platform, you must register for an account. When you register, you agree to:

Provide accurate, current, and complete information
Maintain the security of your account credentials
Promptly notify us of any unauthorized use of your account
Accept responsibility for all activities that occur under your account

Important: You are responsible for maintaining the confidentiality of your account password and for any activity that occurs through your account.

5

Programs and Services

Orno provides a platform connecting creators, influencers, and esports organizations with brand sponsorship opportunities and product fulfillment services. Participation in Programs is subject to additional terms specified in Campaign Briefs.

5.1 Program Participation

Participation in any Program requires acceptance of the applicable Campaign Brief. Each Campaign Brief may contain specific requirements, deliverables, compensation terms, and disclosure obligations. In the event of a conflict between these Terms and a Campaign Brief, the Campaign Brief shall govern for that specific Program.

5.2 Fulfillment Services

Orno coordinates product fulfillment through authorized third-party logistics providers. Delivery timeframes are estimates and subject to factors outside our control, including carrier delays, customs processing, and inventory availability.

5.3 Compensation

Compensation for Program participation, if any, will be specified in the Campaign Brief. Orno is not responsible for payment disputes between Brands and Creators unless Orno has expressly agreed to manage payments.

6

User Conduct

You agree not to engage in any of the following prohibited activities:

Violating any Applicable Law or regulation

Infringing intellectual property rights or other proprietary rights

Transmitting harmful code, malware, or engaging in hacking activities

Impersonating any person or entity or misrepresenting your affiliation

Interfering with the proper functioning of the Platform

Harvesting personal information of other users without consent

7

Intellectual Property

7.1 Orno Property

The Platform, including all software, designs, text, graphics, logos, and other content, is owned by Orno or its licensors and is protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Platform in accordance with these Terms.

7.2 User Content

You retain ownership of content you submit to the Platform. By submitting content, you grant Orno a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content for the purpose of providing and improving the Platform and facilitating Program participation.

7.3 Campaign Deliverables

Ownership and usage rights for content created as part of a Program are governed by the applicable Campaign Brief. Unless otherwise specified, Brands receive a license to use creator content for promotional purposes as described in the Campaign Brief.

8

Privacy and Data

Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using the Platform, you consent to the practices described in the Privacy Policy.

Data Protection Commitment

Orno is committed to protecting your privacy and complying with global data protection regulations including GDPR, CCPA, and other applicable frameworks.

9

Confidentiality

You may receive access to Confidential Information through your participation in Programs. You agree to:

Maintain the confidentiality of all Confidential Information
Use Confidential Information solely for the purpose of fulfilling your obligations under these Terms
Not disclose Confidential Information to third parties without prior written consent
Return or destroy Confidential Information upon request or termination

These confidentiality obligations survive termination of these Terms for a period of three (3) years.

10

Termination

10.1 Termination by You

You may terminate your account at any time by contacting us. Termination does not relieve you of obligations incurred prior to termination or provisions that by their nature should survive termination.

10.2 Termination by Orno

We may suspend or terminate your access to the Platform at any time, with or without cause, including for violations of these Terms, fraudulent activity, or conduct that we determine harmful to other users or the Platform.

10.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. We may delete your account data in accordance with our data retention policies and applicable law.

11

Limitation of Liability

To the maximum extent permitted by Applicable Law, Orno and its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to:

Your use or inability to use the Platform
Any unauthorized access to or alteration of your transmissions or data
Any Content or conduct of any third party on the Platform
Any disputes between you and other users or Brand Partners
Any product defects, delivery failures, or fulfillment issues

TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT SHALL ORNO'S TOTAL LIABILITY EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL AMOUNT PAID BY YOU TO ORNO IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

12

Dispute Resolution

12.1 Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by the laws of the State of Florida, United States of America, without regard to its conflict of law principles.

12.2 Informal Resolution

Before filing any claim, the parties agree to attempt to resolve disputes informally. If a dispute cannot be resolved informally within thirty (30) days, either party may pursue formal resolution.

12.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Orange County, Florida.

12.4 Class Action Waiver

YOU AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13

General Provisions

13.1 Entire Agreement These Terms, together with any Campaign Briefs and the Privacy Policy, constitute the entire agreement between you and Orno regarding the subject matter hereof.

13.2 Severability If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

13.4 Assignment You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

13.5 Notices All notices to Orno should be sent to: legal@orno.io. Notices to you may be sent to the email address associated with your account.

13.6 Changes to Terms We may modify these Terms at any time. We will notify you of material changes via email or through the Platform. Your continued use after changes constitutes acceptance.