Digital Collectable Terms

The terms and conditions that apply to Digital Collectibles (as defined below) made accessible by XYNNOVATE Teknoloji ve Danışmanlık LTD. ŞTİ., with product brand name: Aslanback and/or Natur Canvas and/or Shanoko (registered trademarks of XYNNOVATE) (hereinafter referred to as "XYNNOVATE") via any channel, including one or more websites, mobile applications, or other platforms (hereinafter referred to as the "Platform") run by or on the part of XYNNOVATE, as well as "airdrop" or other delivery mechanisms, are outlined in these Digital Collectible Terms (hereinafter referred to as the "Terms" or this “Agreement”). You consent to be legally bound by these Terms by purchasing, accepting, utilizing, or exchanging any non-fungible blockchain-based digital token (hereinafter referred to as the "NFT") that XYNNOVATE makes accessible, as well as by utilizing any associated Digital Collectible or Associated Content (as defined below) for any reason.

1. Digital Collectibles

Every NFT that XYNNOVATE makes available is linked to specific digital works of authorship or other material, irrespective of the manner in which any of the aforementioned is made accessible, and whether or not it is copyrighted or copyrightable (hereinafter referred to as the "Associated Content"). You are granted a license to use Associated Content in accordance with these Terms; it is not sold to you or otherwise assigned to you. Associated Content is distinct from the related NFT. The relevant NFT and the licensing rights provided in accordance with these Terms with regard to the Associated Content make up "Digital Collectible." You are only given rights under these Terms for the period of time that you are the Holder of the appropriate Digital Collectible (hereinafter referred to as the “Holder”), since all licenses are provided to the person who has direct control over the NFT connected with that digital collectible.

2. License

XYNNOVATE offers you a restricted, personal, non-exclusive, non-sublicensable, global license under any copyright in any Associated Content to show and carry out the Associated Content for your sole personal use, provided you abide by these Terms.

3. Certain Digital Collectibles Only are Eligible for Certain Licenses

a) You are granted a restricted, personal, non-exclusive, non-sublicensable, global license under any copyright owned by the Third Party Rights Owner in the applicable Associated Content for the purpose of displaying and performing the Associated Content for non-business, personal use by that Third Party Rights Owner, not XYNNOVATE, if the description of the applicable Digital Collectible that is included in the metadata for the relevant NFT (hereinafter referred to as the "Incorporated Description") explicitly indicates that each or any element of the Associated Content for that Digital Collectible is owned and explicitly licensed to you by an individual or organization other than XYNNOVATE (hereinafter referred to as a "Third Party Rights Owner"). Herein, "Rights Owner" can refer to XYNNOVATE or any appropriate Third Party Rights Owner.

b) In addition to any other license rights granted hereunder, the Rights Owner gives you a restricted, personal, non-exclusive, non-sublicensable, global license under any copyright owned by the Rights Owner in the Associated Content to reproduce and alter the Associated Content connected to the Adjustable Digital Collectible (as modified, hereinafter referred to as the "Altered Content") and to publicly show and execute the Altered Content for non-commercial, personal use if the Incorporated Description explicitly indicates that the Associated Content for that Digital Collectible is adjustable (any such Digital Collectible, hereinafter referred to as a "Adjustable Digital Collectible"). For the avoidance of dispute, these Terms do not provide you the right to replicate or alter any Digital Collectible, save as specifically provided in this Section 3.2 regarding Related Consent connected to a Adjustable Digital Collectible.

c) Eligibility for Commercial Use License. You can obtain a license for employing the Associated Content connected to a Digital Collectible for limited commercial use under the then-current terms made accessible by XYNNOVATE (the "Commercial Use License") if the Incorporated Description specifically asserts that commercial use rights might be acquired for that specific Digital Collectible. You must register for an account with XYNNOVATE on the Platform as well as accept the applicable terms and conditions for both the account and the Commercial Use License in order to get the Commercial Use License. For the avoidance of dispute, these Terms do not offer any Commercial Use License.

d) The Platform Eligible Digital Collectible may be utilized for particular uses or to allow particular characteristics or capabilities on the Allowed Platform (hereinafter referred to as the "Platform Features") if the Incorporated Description specifically stipulates that the specific Digital Collectible has other, stated use on the Platform or one or more stated or undetermined third party platforms or services (any such Digital Collectible, hereinafter referred to as a "Platform Eligible Digital Collectible"). This is contingent upon the functionality being made available and properly functioning on the relevant platform or service (each, hereinafter referred to as a "Allowed Platform") and your effective fulfillment of any registration or confirmation demands on the Allowed Platform. For instance, if a digital collectible that is suitable for a platform is labeled as "wearable," the Platform Feature can allow you to add to or change the look of an avatar or character on a platform that is allowed. The operator of the allowed platform will have been granted permission by the rights owner of the relevant associated material to use and create derivative works of the associated material in order to make the applicable Platform Features accessible to the holder of the relevant NFT, to the extent that this is required to activate the relevant platform feature. The Associated Content's Rights Owner provides you a restricted, personal, non-exclusive, non-sublicensable, global license under any copyright in the Associated Content, along with any other license rights granted hereunder. This license allows you to distribute the Associated Content (or relevant component thereof) to an Allowed Platform and use it for personal, non-commercial use on an Allowed Platform in the ways permitted by the Rights Owner. When applied to virtual and online settings, the vocabulary employed to explain the use may have a distinct meaning that deviates from the meaning that is generally known. The use specified in the Incorporated Description can serve as a shorthand descriptor. Regarding the functionality or performance of any Allowed Platform, neither XYNNOVATE nor any Rights Owner shall be liable. XYNNOVATE and the Rights Owners hereby explicitly waive any and all representations or warranties regarding the use or failure to use any Platform Eligible Digital Collectible for any reason, or connected to any Allowed Platform, including any guarantees of quality or suitability for particular uses, or that any Allowed Platform will function properly or be free of mistakes or flaws, without limiting the other provisions in these Terms (including the disclaimer in Section 16, below). The Platform Features are exclusive to Holders and might be discontinued in the case that you transfer the relevant NFT or in any other way terminate your licensing rights under this agreement.

4. No Additional Licenses

Regarding any Associated Content, all of your licensing rights are outlined in Sections 2 and, if and when appropriate, 3. Regarding any of the Associated Content, Altered Content, or any derivative works thereof, no other license rights are provided, either expressly or implicitly, and no license rights are provided under any trade secret, patent, trademark, or other intellectual property or proprietary right other than any copyright that is held or controlled by the relevant Rights Owner. This is true even if, in the absence of such a license, the utilization of any license rights provided herein would be prohibited, frustrated, or impeded. The permissions provided herein do not, without limiting the aforementioned, give you the right, nor will you accept, allow, or aid any third party to:

I. use any of the license rights given herein in a manner that enables you or any third party to receive payment, financial gain, or business advantage of any kind, whether such gain is realized now or will be in the future and regardless of its form (cash, transfer of assets, in-kind goods or services, or any other valuable item or service);

II. keep any Associated Content on any device or computer that belongs to or is administered by you; duplicate any Associated Content (apart from temporary copies kept in short-term memory on your device for the reason of showing or carrying out the Associated Content on your device); alter or create any derivative works of any Associated Content, save as may be specifically allowed by the license grant in Section 3.2 with regard to Associated Content connected to Adjustable Digital Collectibles;

III. grant any sublicensing of the aforementioned license privileges;

IV. any copyright, trademark, or other intellectual property mark in any Associated Content should be deleted, removed, or obscured;

V. exercise any license rights granted herein to produce, aid, support, encourage, or tolerate any content, material, or expression that XYNNOVATE, at its own sole discretion, deems objectionable or unsuitable, including but not limited to slanderous, vulgar, sexually explicit, inappropriate, violent, obnoxious, threatening, aggressive, cruel, racist, unfair, insulting, or any other type of content;

VI. unless relevant legislation allows you to do so in spite of this restriction, you may not reverse engineer, decompile, or try to find the source code for any NFT or Associated Content; or

VII. use any Associated Content in a way that isn't specifically permitted herein or make use of any licensing rights herein in a way that goes against the law in your area.

5. Intellectual Property Rights

All copyright or other intellectual property rights in any Associated Content are retained by the Rights Owners, along with all other rights, title, and interest in the Associated Content. You do not now possess, and you never will possess, any rights, titles, or interests in or to any Associated Content, with the exception of the license rights specifically provided in Sections 2 or 3 above. The Associated Content might contain trade names, brands, logos, trademarks, labels, pictures, or other personally identifiable traits of people or fictional characters (collectively, "Incorporated IP"), without restricting the aforementioned. Such Incorporated IP may only be used in conjunction with the utilization of your licensing rights under these Terms, subject to the aforementioned restrictions and limitations as well as any other ones that XYNNOVATE may notify you of in the future.

Any use of such Incorporated intellectual property (IP) that might be seen as endorsing a company, message, product, or service, or that could confuse consumers or distort, blur, or degrade such IP, is prohibited. Any and any usage of this Incorporated IP shall be beneficial to XYNNOVATE and its Affiliates, including any goodwill that may result from such use. Any entity that, either now or in the future, controls, is controlled by, or is under shared oversight with XYNNOVATE is considered a "Affiliate" of the company. "Control" is defined as having ownership of 50% or more of the company's shares or other ownership interest, as well as the power to decide how an entity is managed or pursues its objectives.

6. Ownership of Altered Content

Pursuant to the Rights Owner's ownership of the underpinning Associated Content and any copyright or other intellectual property right, you will control the copyright in any newly generated works of authorship made by you as a component of any Altered Content for any Adjustable Digital Collectible. You will not utilize the Altered Content for any purpose other than those specifically permitted by these Terms, to the degree that the Altered Content still incorporates or includes any Associated Content or is otherwise a derivative work of any Associated Content. You will not own, and you will not claim, register, or attempt to gain, any trademark or other intellectual or property right in any Associated Content or Altered Content, save from your copyright as stated in the sentence above.

7. Covenant

You acknowledge that XYNNOVATE, Third Party Rights Owners, and their respective Affiliates might produce works of authorship that are either identical or similar to Modified Works that you have made, as well as continuing to additionally develop and change any Associated Content. You hereby irrevocably and forever covenant on the part of yourself, your heirs, successors, and beneficiaries, not to file or bring any claim, counterclaim, request, action, suit, or other proceeding prior to any court or other government tribunal or agency claiming or arguing direct or indirect violation or misuse of any copyright or other intellectual property right that you might possess in any Modified Work against:

a) any of the following: executives, staff, subcontractors, officials, representatives, license holders, vendors, retailers, business acquaintances, the stockholders, freelancers, stakeholders, service providers, affiliates of XYNNOVATE, any Third Party Rights Owner, or any of these parties,

b) any clients of the aforementioned

c) any of the aforementioned parties' assigns or successors.

8. Restrictions

The Holder of the NFT for the Digital Collectible might be made qualified to receive a physical and/or digital item at any time identified at XYNNOVATE's own discretion, provided that the Holder agrees to XYNNOVATE's NFT Redeem Terms and fulfills all eligibility criteria and limitations set forth in the NFT Redeem Terms, along with any other conditions for arguing or acquiring the physical and/or digital item as expressed by RFTKT from time to time, if the description of the relevant Digital Collectible on the Platform explicitly indicates that the specific Digital Collectible can be “phygitized,” is “phygiting-eligible,” or is “phygitable” (any such Digital Collectible, hereinafter referred to as a “NFT Redeem Digital Collectible”).

You are strictly prohibited from:

a) generating, marketing, or making an effort to market fractionalized stakes in the NFT or digital collectible,

b) creating the Digital Collectible, either detach, unlink, or divorce the Associated Content from the NFT that it is connected to, or

c) developing, marketing, or trying to generate any new cryptographic token by using any Associated Content or Altered Content.

If XYNNOVATE requests that you assign the NFT connected to a Digital Collectible to XYNNOVATE or a third party chosen by XYNNOVATE in return for an alternative NFT and you make such an exchange, then such alternative NFT will subsequently be considered to be recognized as the NFT connected to the Digital Collectible for any and all functions under these Terms, whether pertaining to with the utilization of any Digital Collectible, the confirmation of license or other rights pertaining to any Associated Content or any Extra Utility, or for any other purpose. In the event that many NFTs are issued in lieu of one another, each of those NFTs shall be regarded, for the purposes specified in these Terms, as the NFT linked with the Digital Collectible.

9. Exchanges

You can assign an NFT to a third party, subject to the following requirements, and only to the degree that any Extra Terms or restrictions that apply to a specific NFT or Digital Collectible forbid you from doing so:

a) A marketplace or other platform that uses cryptography to confirm that you are the true owner of the relevant NFT is used to carry out such a transfer;

b) Such a transfer ought to adhere to

I. any regulations that may be in effect on the platform or marketplace where the sale or other transfer occurs, including

II. any relevant laws, rules, guidelines, and regulations; and

c) Before making such a transfer or selling it, you have to give the prospective transferee written notice that their ability to utilize the license rights encompassed in the Digital Collectible is contingent upon their agreement to be bound by these Terms and make sure the transferee has a chance to review these Terms.

d) Following such transfer, all licensing rights under these Terms (including, for the avoidance of dispute, any Commercial Use licensing), including the right to show and carry out the Associated Content, shall automatically end (without the need for notice).

10. Exchange Fee

When any NFT is transferred, you will reimburse (or cause to be reimbursed) to XYNNOVATE a fee that is determined by multiplying the total amount provided by the acquirer for the NFT (without any reductions of any type) by the percentage 5-10% depending on the NFT collection drop. This fee is paid in exchange for the transfer of the license rights outlined in these Terms, the ongoing hosting of any Associated Content, and any other services pertaining to the assign of the NFT and management of the corresponding Digital Collectible.

You will not be required to pay any more money if the platform or service that enabled the transfer collects and pays the whole Exchange Fee straight to XYNNOVATE. You will not deduct any of these sums from the amount given to XYNNOVATE as the Exchange Fee; rather, you will pay all transaction costs, payment transfer costs, and taxes (apart from taxes on XYNNOVATE's net revenue) related to the transfer. All payments due under this agreement must be sent to the account or digital wallet that XYNNOVATE designates, and they must be made in EURO or in a cryptocurrency that XYNNOVATE accepts. Please contact XYNNOVATE at info@xynnovate.com if you have any queries regarding the Exchange Fee or where to submit a payment.

 

13. Extra Advantages

The Holder of the appropriate NFT may occasionally be eligible to receive extra material, goods, services, or other advantages at the discretion of XYNNOVATE or third parties (any of the aforementioned, hereinafter referred to as a "Extra Utility"). You ought not to anticipate any Extra Utility when purchasing an NFT since neither XYNNOVATE nor any third party is obligated to notify you of or supply you with such Extra Utility. It will be your duty to stay informed about any Extra Utilities that may be available and to take the required actions to apply for or get any such benefits.

The literature or materials supplied with the Extra Utility will contain the terms and conditions that apply to any Extra Utility. Any digital works of authorship made accessible by XYNNOVATE as an Extra Utility will be licensed on the same terms set forth hereunder for, and will otherwise be addressed as, Associated Content, with the exception of the extent set forth in such data or materials, which will prevail and regulate over any opposing or incoherent clauses in these Terms.

Unless as otherwise specified in any separate terms and conditions relevant to the Extra Utility, any physical and/or digital item offered as an Extra Utility is not included in the Associated Content, and you will not be granted any license rights under any intellectual property rights in or to any such physical and/or digital product. Any Extra Utility might be canceled or ended at any point for any or no reason, including without limitation upon assignment by you of the relevant NFT or termination of any license rights in accordance with Section 19 of these Terms, unless stipulated upon in a binding agreement between you and the supplier of the Extra Utility.

14. Third Parties

The Third Party Infrastructure and Services are not within the control of XYNNOVATE, and by using them, you agree to release and waive all claims that may arise from or in relation to:

• any technology connected to blockchain,
• any digital wallet, MetaMask and/or other similar technology, associated services, or comparable technologies,
• the loss or transfer of any NFT, or the incapacity to prove one's ownership or authority over any NFT,
• any market or other platform that is not the Platform for the purchase, sale, or transfer of any NFT,
• any platform that is enabled, any platform or service offered by a third party, or any associated technology,
• any third-party-provided Extra Utility or Altered Content, as well as any terms or restrictions governing such Extra Utility or Altered Content,
• any gear, including computers, servers, network devices, and other hardware; Internet service providers; other telecommunications companies; or
• any other services, technology, equipment, networks, and data transfer infrastructure that are not in the ownership or control of XYNNOVATE.

15. Indemnification

You agree to defend, compensate, and hold harmless XYNNOVATE and its Affiliates against any and all claims, demands, obligations, damages, charges, penalties, taxes, expenditures, and bills (including reasonable legal fees and court expenditures) resulting from or related to any infringement of these Terms, misuse of any Associated Content without authorization, your ownership of or transfer of any NFT, and/or exercise by you of any licensing rights under this agreement.

16. Restriction in Liability

For all losses and causes of action, whether in contract, tort (including negligence), or otherwise, the highest aggregate liability of XYNNOVATE, any third party rights owner, and each of their affiliates will not exceed €50.00.

17. Violation

Your right to show and carry out the Associated Content as well as any other license rights you might have under these Terms will expire right away without the need for notice, in along with any other rights and remedies to which XYNNOVATE might be allowed at law, in equity, or under contract if you violate any of your responsibilities under these Terms. You agree to stop using any Associated Content as soon as your licensing rights are terminated.

In addition to forbidding any Allowed Platform from supplying Platform Features, XYNNOVATE might turn off MetaMask or comparable functionality for the impacted Associated Content, forbid any other platform or service from recovering or delivering any such Associated Content associated with the services they offer, and take other precautionary measures to avoid any Associated Content from being used without authorization. You agree not to obstruct or try to stop any such acts, and XYNNOVATE shall not be responsible or liable to you for any such actions.

18. Other Terms

Any other terms and conditions in any data or materials offered together with any Associated Content or Extra Utility (collectively, "Extra Terms") are supplemented by these terms. The Extra Terms shall take precedence over and control in the case of any dispute or disagreement between these Terms and any Extra Terms. All previous or contemporaneous written or oral agreements or understandings between you and XYNNOVATE regarding the NFT, Associated Content, or Digital Collectible are superseded by these Terms and any Extra Terms, which together comprise the entire agreement between you and XYNNOVATE or any other Rights Owner with regard to the subject matter hereunder.

19. Governing Laws

Without reference to conflict of laws issues, these Terms shall be interpreted pursuant with the laws of the Republic of Türkiye as applied to transactions signed and executed fully therein. You hereby agree and concur to the exclusive jurisdiction of the Republic of Türkiye and that you give up any defense of forum non conveniens and therefore, any disputes associated with these Terms will be brought exclusively in the state or federal courts located in Istanbul in the Republic of Türkiye. Regarding these conditions, each party hereby expressly forfeits any and all rights to a jury trial in any action or procedure initiated by or against any of the parties.

20. Miscellaneous

There is no partnership, joint venture, or agency between you and XYNNOVATE as a result of these Terms, and none may be inferred from them. If any part of these terms is determined to be illegal, invalid, or unenforceable for any other reason, that part will be enforced to the fullest extent allowed by law and will be considered separate from these terms; the legality and enforceability of the other sections will be unaffected.

XYNNOVATE shall not be deemed to have waived or relinquished its right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, all such provisions, rights, or remedies will continue to be in full force and effect in the event that XYNNOVATE fails to insist upon or impose strict performance of any of the conditions of these Terms or to utilize any rights or remedies under these Terms. These Terms (including any rights or responsibilities under them) may not be assigned, transferred, or otherwise disposed of by you, and any attempted assignment, transfer, or other disposition will be deemed void.

last update: 17.11.2023