Digital Collectible Terms

These Digital Collectible Terms (“Terms”) set forth the terms and conditions applicable to Digital Collectibles (as defined below) made available by PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ. (“PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ”) by any means, whether through one or more websites, mobile applications or other platforms (“Platform”) operated by or on behalf of PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ or by “airdrop” or other delivery mechanism. By acquiring, accepting, using or transferring any non-fungible blockchain-based digital token (“NFT”) made available by PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ, or by using any related Digital Collectible or Attached Media (as defined below) for any purpose, you agree to be bound by these Terms.

Digital Collectibles

Each NFT made available by PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Attached Media”). Attached Media is separate from the associated NFT and is not sold or otherwise transferred to you, but is instead licensed to you as set forth in these Terms. A “Digital Collectible” consists of the applicable NFT and the license rights granted pursuant to these Terms with respect to the Attached Media. All licenses under these Terms are granted to the person with direct control over the NFT associated with the applicable Digital Collectible (the “Holder”) and are, therefore, granted to you only for so long as you are the Holder of that NFT.

Ownership

When you own a digital wallet that holds your Digital Collectible, as recorded by the Solana blockchain, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving your Private Fox NFT (“Private Foxes NFT”). Except for the Private Foxes NFTs we own, PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ has no right or ability to seize, freeze, or otherwise modify the ownership of any Private Foxes NFT.
PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ owns all rights, title, and interest in and to the Attached Media including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the License (defined below) to use the Attached Media associated with Your Digital Collectible for as long as you are the Holder of that NFT.

License

Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Digital Collectible and, for so long as you hold Your Digital Collectible (both dates as recorded by the Solana blockchain) (the “License Term”), PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ grants to you an exclusive, worldwide, royalty-free, sublicensable license to reproduce, distribute, prepare Modifiable Digital Collectible (as derivative, “Derivative Media”) based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your Attached Media (“License”). The License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your Attached Media, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below
  • The License extends only to Your Attached Media—meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your Attached Media. Thus, while the License allows you to create and exploit Derivative Media, the License does not grant you rights in any individual element of Your Attached Media, or a license to exploit any individual element separate and apart from Your Attached Media. For example, the License allows you to create three-dimensional renditions of, and to add new clothing to, Your Attached Media, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
  • The License does not grant you any rights in or to PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ’ (or any other) trade names, brands, trade dress, or trademarks (e.g., “Private Foxes”), all of which are expressly reserved to PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ (collectively, “Private Foxes Rights”). You hereby agree that any Private Foxes Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ. For the sake of clarity, the Private Foxes Rights do not include Your Attached Media, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and applicable law.
  • Any application to register a trademark in Your Attached Media must occur during the License Term and be based solely upon the actual use of the Attached Media in commerce and solely for the goods or services in connection with which Your Attached Media has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your Attached Media on an “intent to use” basis or where you otherwise have not used Your Attached Media in commerce.
  • You may not use Your Attached Media in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
  • You may not use Your Attached Media in a manner that violates applicable law.
  • All rights not expressly granted herein are reserved by us.
You grant to PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, sublicensable license to publicly display and otherwise use Your Attached Media alongside other Attached Medias for the purpose of promoting or exhibiting the entire Private Foxes collection.
 

Enforcement

You may include the following copyright notice with Your Attached Media: “Private Foxes © 2022” (the “Private Foxes Copyright Notice”). Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative Media created during the License Term, provided that you also include the Private Foxes Copyright Notice.
Any application to obtain a copyright registration in Your Attached Media shall identify “PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ” as the copyright owner of the Attached Media. Any application to obtain a copyright registration in a Derivative Media may identify you or such other person you designate as the copyright owner but shall identify Your Attached Media as a preexisting work upon which the Derivative Media is based.
To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Attached Media, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Attached Media, not other Private Foxes Attached Medias—for example, on the ground that the other Attached Media is substantially similar to Your Attached Media; and (ii) PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.
PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ has no obligation to support the resolution of, or resolve any, dispute that may arise between Private Foxes Digital Collectible holders.

Transfers

1- Except as expressly provided herein, ownership of a Digital Collectible and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Digital Collectible.
2- Upon the transfer of Your Digital Collectible to a newOwner, as recorded on the Solana blockchain: (i) your License hereunder shall immediately and automatically terminate; (ii) you must discontinue any use of Your Attached Media as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.
3- If, during the License Term, you create and make available to the public a work using Your Attached Media (a “Published Derivative Media”), you may, except as set forth in Transfers section (2)(ii), continue to use and exploit that Published Derivative Media in accordance with these Terms after the License Term;provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Derivative Media after the License Term; and (ii) this privilege does not allow you to use the Attached Media to create any new works or materials after the License Term. Thus, for example:
  • A digital series featuring Your Attached Media that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the Attached Media would require a license from the new Owner.
  • After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Attached Media that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the Attached Media would require a license from the new Owner.

Transfer Fee

PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ and Developers, as well as their affiliates, licensors and designee(s), may be entitled to receive transfer or other fees or royalties from your purchase or subsequent sales of a Digital Collectible, which defray costs associated with licensing the Attached Media, administration of the Digital Collectible ownership and corresponding license rights, and making any optional Additional Benefits (as defined below) available to you or subsequent holders of the Digital Collectible.

Digital Collectible not a Security

THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

Compliance with Marketing Guidelines

You will comply with any NFT issuance or marketing policy that PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ may provide to you or post at https://privatefoxes.com/marketing-policy as updated from time to time.

Additional Benefits

From time to time at their discretion, PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ or third parties may make additional content, products, services or other benefits available to the Holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Attached Media. Any physical item provided as an Additional Benefit is not part of the Attached Media and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item. Unless otherwise agreed pursuant to a binding agreement between you and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason, including without limitation upon transfer by you of the applicable NFT or termination of any license rights pursuant to “Termination of License Rights” section of these Terms.

Third Party Infrastructure and Services

PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with

  • 1. any blockchain or related technology,

  • 2. any digital wallet, similar technology or related service,

  • 3. the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,

  • 4. any marketplace or other platform for buying, selling or transferring any NFT other than the Platform,

  • 5. any platform or service provided by any third party or any technology related thereto,

  • 6. any Derivative Media or Additional Benefit provided by any third party, or any terms or conditions applicable to any such Derivative Media or Additional Benefit,

  • 7. any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or

  • 8. any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ. 

Indemnification

You will indemnify and hold harmless, and at PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ’s request defend, PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with

  • 1. any breach of these Terms or unauthorized use of any Attached Media,

  • 2. your ownership or transfer of any NFT, or

  • 3. exercise of any license rights hereunder by you

DISCLAIMER OF WARRANTIES

PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ AND THEIR RESPECTIVE AFFILIATES MAKE DIGITAL COLLECTIBLES, NFTS AND ATTACHED MEDIA, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

DISCLAIMER OF DAMAGES

IN NO EVENT WILL PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.

LIMITATION OF LIABILITY

THE MAXIMUM AGGREGATE LIABILITY OF PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ AND THEIR RESPECTIVE AFFILIATES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.

Termination of License Rights

In addition to any other rights and remedies to which PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Attached Media and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice. Upon termination of your license rights you will immediately cease all use of any Attached Media. PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ may disable access or similar functionality for the affected Attached Media, prohibit any other platform or service from retrieving or rendering any such Attached Media in connection with the services they provide and take other steps to prevent unauthorized use of the Attached Media. PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
 

Additional Terms

These Terms supplement any additional terms and conditions in any information or materials provided with any Attached Media or Additional Benefit (“Additional Terms”). In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ relating to the NFT, Attached Media or Digital Collectible.

Miscellaneous

These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of PRİVATE FOXES İÇ VE DIŞ TİCARET PAZARLAMA LİMİTED ŞİRKETİ’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.