Intellectual Property Policy

Claynosaurz Inc. and our affiliates (“Claynosaurz”, “we”, “us”, or “our”) are committed to developing a Clayno ecosystem that is vibrant, engaging, and entertaining. To bring this commitment to life, it is vital that we retain ownership of the intellectual property rights in, to, and relating to the non-fungible tokens that we create (“Clayno NFTs”), including in the initial sale or distribution of each Clayno NFT and in any subsequent sale or transfer.

These NFT terms and conditions (these “Terms”) therefore apply to all Clayno NFTs and serve to define the rights you have in the Clayno NFTs that you own and the rights that we retain. So that we can continue to build and develop the Clayno ecosystem and the rest of our business, and be responsive to changes in our environment, we reserve the right to amend these Terms from time to time to the extent permitted by applicable law.

By purchasing, receiving, or otherwise holding a Clayno NFT, including in a transaction not directly involving us, you acknowledge that you have read, understand, accept, and agree to be bound by and comply with these Terms, and represent and warrant that you are the legal age of majority under applicable law to form a binding contract and meet all of the eligibility requirements specified in these Terms.

If you have any questions relating to your Clayno NFTs or these Terms, feel free to contact us at legal@claynosaurz.com

Understanding our clayno nfts

Clayno NFTs give you the opportunity to participate in the Clayno ecosystem. Clayno NFTs are not investment products, do not represent an ownership or participating interest in Claynosaurz or right to any revenues or other amounts that may be generated by Claynosaurz or any third-party in connection with the Clayno ecosystem or the Clayno NFTs, and should not be bought, held, or sold with a view to generating any form of investment or other income. While a secondary market may exist from time to time for Clayno NFTs, Claynosaurz is in not involved in such a market or in facilitating any sale or transfer of Clayno NFTs. Third-party fees may apply to transfers, sales, or other actions involving your Clayno NFT. You are solely responsible for such fees. There is no guarantee that you will be able to sell or otherwise transfer any Clayno NFT, recover all or any portion of the price you paid for any Clayno NFT, or generate a profit or any form of income or gain in any sale or transfer.

Intellectual property rights and ownership

“NFT IP” means, with respect to the Clayno NFTs that you own, all intellectual property and proprietary rights in, to, or relating to those Clayno NFTs, including without limitation the design, appearance, animation, features and characteristics, name, and story of those Clayno NFTs.

As between you and us, we own all right, title, and interest in, to, and relating to the NFT IP and any improvements, enhancements, derivative works, or other modifications to the NFT IP. We reserve all rights not explicitly granted to you under these Terms.

We hereby grant you a limited, worldwide, non-exclusive, and transferable right to access and use the NFT IP for your own personal and non-commercial purposes (“IP License”). You do not have the right to use the NFT IP for any commercial purposes, whether directly or indirectly. If you would like to use any NFT IP for commercial purposes, please contact us at legal@claynosaurz.com to discuss commercial licensing arrangements, though note we are not obligated to grant you the right to use any NFT IP for commercial purposes.

You are not permitted to:

We may freely use, copy, disclose, license, distribute, and exploit any comments, questions, ideas, suggestions, or other feedback you provide relating to the NFT IP in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No such feedback will be considered your confidential information, and nothing in these Terms or otherwise limits our right to independently use, develop, evaluate, or market goods or services, whether incorporating such feedback or otherwise.

Compliance with applicable law and indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Claynosaurz and its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the NFT IP, including without limitation arising out of or relating to your breach of the Use Restriction.

Disclaimer of warranties and limitation of liability

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE NFT IP IS AT YOUR OWN RISK. THE IP LICENSE TO NFT IP IS PROVIDED ON AN "AS IS" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, CLAYNOSAURZ DOES NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY TO THE EFFECT, THAT THE NFT IP DOES OR WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD-PARTY.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL CLAYNOSAURZ, ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON THE NFT IP.

Term, termination, and transfer

The IP License to the NFT IP for each Clayno NFT is inextricably attached to that Clayno NFT, and automatically assigned to the transferee upon the valid transfer of ownership of that Clayno NFT. In other words, if you sell or otherwise transfer a Clayno NFT to another person, the IP License to the NFT IP for that Clayno NFT will automatically be assigned to that person as part of the transfer.

Upon your transfer, dispossession, burning, or other relinquishment of a Clayno NFT, your right to the IP License to the NFT IP for that Clayno NFT will end and these Terms, with respect to that Clayno NFT, will terminate, except that your indemnification obligations under these Terms will survive for a period of two years after termination and you will not be relieved of any liability you incurred under these Terms during the period in which they were in effect.

A sale of your Clayno NFT may result in a royalty in the amount indicated in its metadata. Our typical royalty rate is 5%. We reserve the right to adjust any royalty rates from time to time.

Miscellaneous

FURTHER ASSURANCES
You agree to, from time to time at the request and without additional consideration, furnish Claynosaurz with such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, or take such other actions and do such other things, as may be necessary or desirable to carry out and give effect to the provisions of these Terms.

SEVERABILITY
If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

GOVERNING LAW AND CHOICE OF FORUM
These Terms are governed by and to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to the NFT IP or these Terms must be instituted in the courts of the Province of Ontario or the Federal Court of Canada, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

ENTIRE AGREEMENT
The Terms constitute the sole and entire agreement between you and Claynosaurz regarding the NFT IP and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

WAIVERS
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate, or should be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.