Orbita Notes

Legal Disclosures

The Legal Disclosures for Orbita Notes outline the rights, responsibilities, risks, and limitations associated with investing in these structured financial instruments. These disclosures ensure compliance with regulatory frameworks and provide transparency to investors, helping them make informed decisions about their investments. Below is a detailed summary of the critical elements addressed within the legal disclosures, incorporating updates related to CUIBs (Central Ura Investment Banks), CUBs (Central Ura Banks), NCUIBs (National Central Ura Investment Banks), and NCUBs (National Central Ura Banks).

1. Nature of the Investment

  • Debt Instrument:
    • Credit-Backed Securities:
      Orbita Notes are defined as credit-backed securities, fully collateralized by M&A receivables and valued within the C2C Monetary System. This structure ensures that investments are supported by tangible financial assets, enhancing the security and reliability of returns.
    • Central Ura Integration:
      Investments are facilitated through Central Ura Banks (CUBs) and National Central Ura Banks (NCUBs), which handle the issuance and management of Central Ura (URU), the functional currency within the C2C Monetary System.
  • No Guaranteed Returns:
    • Performance Dependency:
      While Orbita Notes aim to provide predictable returns, investment outcomes are subject to market performance and the performance of underlying assets. Returns are not guaranteed and depend on the success of the M&A-backed receivables.
  • Not an Equity Instrument:
    • No Ownership Stake:
      Orbita Notes do not represent ownership stakes in any company or project, nor do they grant voting rights. Investors hold a debt claim against Orbita Note Series LLC, entitling them to interest payments and principal repayment under the terms of the investment agreement.

2. Investment Risks

  • Market Volatility:
    • Impact on Asset Values:
      Investments are subject to market fluctuations that may impact the value of M&A receivables. Economic downturns or unfavorable market conditions can adversely affect the performance of the underlying assets, leading to reduced returns or potential losses.
  • Currency Risk:
    • Exchange Rate Fluctuations:
      Since the principal and returns may be denominated in Central Ura (URU), USD, or domestic currency, exchange rate fluctuations may impact the investment value. Investors should be aware of the potential for currency volatility affecting their returns.
  • Liquidity Risk:
    • Secondary Market Limitations:
      Although Orbita Notes may be sold on secondary markets like StellarTerm, liquidity is not guaranteed at all times. Market demand can fluctuate, making it difficult to sell notes at favorable prices.
  • Early Redemption Penalties:
    • Impact on Returns:
      Investors withdrawing funds before maturity may incur penalties or experience reduced interest payouts, impacting the overall returns of the investment.
  • Mitigation Strategies:
    • Diversification:
      The notes are backed by a diverse portfolio of assets to reduce exposure to specific risks, enhancing overall portfolio resilience.
    • Regular Audits:
      Independent audits conducted by CUIBs and NCUIBs ensure the financial integrity of the underlying assets, providing transparency and building investor trust.
    • Investor Education:
      Comprehensive resources are provided to help investors understand the nature of the investment and associated risks, empowering informed decision-making.

3. Compliance with Regulatory Standards

  • KYC and AML Compliance:
    • Know Your Customer (KYC):
      Investors must complete KYC verification as part of their account registration, providing identification documents and evidence of the source of funds. This process is facilitated through CUIBs and NCUIBs, ensuring compliance with KYC and AML (Anti-Money Laundering) regulations.
    • Anti-Money Laundering (AML):
      The agreement includes strict AML compliance requirements to prevent fraudulent activity and ensure regulatory adherence. Non-compliance may result in account suspension or termination.
  • Data Reporting Requirements:
    • Accurate Information Provision:
      Investors must provide accurate and up-to-date personal, corporate, or financial data. The issuer reserves the right to report suspicious activities to the relevant authorities, maintaining adherence to C2C Monetary System regulations.
    • Regulatory Reporting:
      Compliance with reporting standards involves coordination with CUIBs, CUBs, NCUIBs, and NCUBs to ensure all data submissions meet legal and regulatory requirements.

4. Currency of Investment and Valuation

  • Functional Money and Transactional Currency:
    • Central Ura as Functional Currency:
      While Central Ura (URU) serves as the functional currency within the C2C Monetary System, investors can make payments in domestic currency or USD. The valuation of the notes will always be referenced in USD for consistency across different currencies and jurisdictions.
  • Currency Conversion Risk:
    • Exchange Rate Volatility:
      The legal disclosure highlights potential risks related to exchange rate volatility when converting between Central Ura (URU), domestic currency, and USD. Investors should consider the implications of currency fluctuations on their investment returns.
    • Conversion Handling:
      Currency conversions are managed through CUIBs and NCUIBs, ensuring accurate and efficient exchange rate applications during investment and payout processes.

5. Tax Obligations and Reporting

  • Investor Responsibility:
    • Tax Compliance:
      Investors are responsible for complying with the tax laws in their jurisdiction. The issuer provides tax statements for reporting purposes, but it is the investor’s obligation to report income and pay any applicable taxes.
    • Consultation Recommendation:
      Investors are advised to consult with tax professionals regarding the tax treatment of returns based on their jurisdiction, ensuring compliance and optimized tax strategies.
  • Withholding Tax:
    • Interest Payment Taxation:
      Interest payments may be subject to withholding taxes, depending on the jurisdiction of the investor and the nature of the investment. These taxes are handled through CUIBs and NCUIBs, ensuring proper tax deductions at the source.
    • Tax Reporting Support:
      The issuer provides necessary documentation to assist investors in understanding and fulfilling their tax obligations related to Orbita Notes.

6. Limitations of Liability

  • Issuer’s Liability:
    • No Return Guarantees:
      Orbita Note Series LLC will take all reasonable measures to secure and manage investments but does not guarantee returns. The issuer’s liability is limited to the extent allowed by law.
    • External Factors:
      The issuer is not responsible for losses resulting from factors beyond its control, such as regulatory changes, currency fluctuations, or market disruptions.
  • Platform Responsibility:
    • Third-Party Platform Policies:
      If the investment is made via a third-party platform (e.g., StellarTerm), the platform’s policies govern those transactions. Orbita Note Series LLC assumes no responsibility for technical issues or losses arising from third-party platforms.
    • Coordination with CUIBs and CUBs:
      Transactions conducted through CUIBs and CUBs are subject to their operational and security protocols, with the issuer not liable for platform-specific issues.

7. Early Redemption and Secondary Market Transactions

  • Early Redemption Terms:
    • Penalties and Fees:
      Early withdrawal requests are subject to the terms outlined in the investment agreement, including potential penalty fees or reduced interest payouts. These terms are designed to balance investor flexibility with the integrity of the investment structure.
  • Secondary Market Sales:
    • Platform Compliance:
      Investors using platforms like StellarTerm to sell their notes must comply with the terms of those platforms. The issuer facilitates market transactions but does not guarantee buybacks.
    • Liquidity Considerations:
      Orbita Note Series LLC does not guarantee liquidity on secondary markets, and investors should be aware of the potential for lower-than-expected returns when selling notes before maturity.
  • No Guaranteed Buybacks:
    • Market-Driven Transactions:
      Orbita Note Series LLC does not guarantee buybacks of notes sold on secondary markets. Investors must rely on market demand and platform conditions for successful sales.
    • Issuer Coordination:
      For direct redemptions, especially from notes held on third-party platforms, investors may need to coordinate with Orbita Note Series LLC to process the request, ensuring adherence to all compliance and procedural requirements.

8. Force Majeure Clause

  • Unforeseen Events:
    • Event Definitions:
      In the event of natural disasters, wars, pandemics, cyberattacks, or other unforeseen circumstances that affect operations, the issuer may suspend or delay transactions temporarily.
    • Operational Continuity:
      The force majeure clause ensures that Orbita Note Series LLC can maintain operational continuity and investor protection during extraordinary events, minimizing disruptions to the investment process.
    • Notification and Transparency:
      Investors will be notified of any force majeure events that impact their investments, ensuring transparency and timely communication.

9. Governing Law and Dispute Resolution

  • Applicable Law:
    • Jurisdiction Specification:
      The legal disclosures specify that the investment agreement is governed by the laws of Ohio or Delaware, depending on the jurisdiction where the issuer operates. This provides a clear legal framework for the interpretation and enforcement of the agreement.
  • Dispute Resolution:
    • Preferred Methods:
      In the case of disputes, investors agree to pursue arbitration or mediation as the preferred methods of resolution before seeking judicial remedies. This approach promotes efficient and amicable dispute handling.
    • Binding Decisions:
      Arbitration decisions are typically binding, ensuring that disputes are resolved definitively without prolonged litigation.

10. Amendments and Updates to Legal Disclosures

  • Right to Amend:
    • Modification Rights:
      The issuer reserves the right to amend these legal disclosures to reflect changes in regulatory, market, or operational conditions. This ensures that the disclosures remain current and compliant with evolving legal standards.
  • Investor Notification:
    • Advance Notice:
      Investors will receive prior notice of any significant changes to the legal disclosures, ensuring that they are informed and can adjust their investment strategies accordingly.
    • Transparent Communication:
      The issuer commits to transparent communication regarding amendments, maintaining trust and clarity between the issuer and investors.

Conclusion

The Legal Disclosures for Orbita Notes provide investors with transparency and protection, ensuring that all participants are informed about the risks, obligations, and terms governing their investments. These disclosures emphasize compliance with regulatory standards, risk management, and clear communication between the issuer and the investor, creating a secure and accountable investment environment. By incorporating robust policies related to CUIBs, CUBs, NCUIBs, and NCUBs, Orbita Note Series LLC ensures that investments are managed within a reliable and regulated financial framework.
Investors are encouraged to thoroughly review the legal disclosures and seek independent financial advice if needed before making any investment decision. Understanding these disclosures is essential for making informed investment choices and maximizing the potential benefits of participation in the C2C Monetary System.
This content is intended for informational purposes and reflects the principles and structure of Orbita Notes as of 2024. Investors and stakeholders are encouraged to review detailed offerings and consult with financial professionals for personalized advice.
For any additional questions or further assistance, please reach out to our Investor Relations team at investorrelations@bta1.net or visit our website at orbitanote.com.
This page is part of the comprehensive resources provided by Orbita Note Series LLC to ensure transparency and informed decision-making for all investors.
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