terms & conditions

SECTION 2 - PURCHASING OR SELLING DIGITAL COLLECTIBLES

Subject to availability, you may purchase original Digital Collectibles from our Platform.

Secondary market activity for your Digital Collectible (listing and selling of Digital Collectibles) occurs on a third party platform. If you use a third party platform, you are subject to the third party platform terms and conditions. You release and hold us harmless from any limited use or access to any third party platform.

BDCO does not warrant the accuracy or timeliness of any of the information about the Digital Collectibles on the third party platform.

You acknowledge that BDCO may receive royalty payments in relation to our Digital Collectibles each time they are re-sold. Royalty payments on the Digital Collectibles are set by BDCO and are subject to change. We will advise of any changes to the royalty payments on the Platform and through our social media channels.

The Intellectual Property rights relating to our Digital Collectibles is as per the Intellectual Property terms and conditions found here. To the extent permitted by law, BDCO provides no representations or warranties in relation to its Digital Collectibles and is not liable for any loss.

BDCO reserves the rights to the Update Authority of its Digital Collectibles. We may, from time to time, introduce or include redeemable products or benefits on the Platform, redemption of which will be limited to the published claim window or duration.

SECTION 3 - PURCHASING TANGIBLE PRODUCTS

From time to time, BDCO may offer physical products for sale on the Platform or the Store ( https://shop.baddogscompany.com).

You can pay for physical products using your Wallet or using traditional currencies nominated on the Platform or Store.

SECTION 4 - REWARDS PROGRAM AND PROMOTIONS

Rewards Program

From time to time, BDCO may provide Users with the opportunity to participate in activities that can earn Users rewards (Rewards Program).

The rules and the duration of each of the activities in the Rewards Program will be displayed on the Platform and we reserve the right to update the rules and the rewards, including the mechanisms and the reward tiers.

Note that some activities will be limited to owners of our Digital Collectibles only. To earn certain rewards or participate in some activities, Users may be required to take some action, including posting sponsored content or marketing material to their Twitter accounts. Other rewards may not require any specific action e.g., delisting from a secondary market platform. Note that BDCO may monitor the status of Digital Collectibles in Reward Programs where the rules require a User not to list their Digital Collectible on any secondary markets. Listing or loaning of a Digital Collectible on a secondary market or platform may mean the User is disqualified from the applicable Rewards Program or marketing activity.

We will notify Users who earn rewards via our Platform. Users will need to claim rewards from the Platform. If you earn a reward that is a physical product, you will need to fill in an online form with your name and delivery address details so we can deliver the reward to you. Note that shipping costs and any taxes applicable to the delivery location is the responsibility of the User in some cases. BDCO reserves the right not to deliver to some countries.

Users will be required to claim rewards within a set time window, which will be specified in the Reward Program. Rewards that are not claimed in the set time window will be forfeited. BDCO reserves the right to terminate or cancel part or all of the Rewards Program at any time and has no liability for any rewards that are not awarded.

Note that if a User’s Twitter/X account is suspended or a User changes the Twitter/X account connected to their Wallet, some of the User’s rewards may not be recoverable. BDCO disclaims any responsibility or liability for any rewards lost in connection with a User’s Twitter/X account.

Promotion

BDCO may enter into arrangements with third parties (Advertising Partners) to establish collaborative advertising programs and co-marketing activities.

Users may post Advertising Partners Sponsored Content (APS Content) to their Twitter/X accounts for a chance to enter into a raffle to win a prize directly from the Advertising Partner.

Owners of Digital Collectibles may be offered opportunities to post APS Content which uses or features their Digital Collectible on Twitter, the Platform or on our Forum. Owners of Digital Collectibles that post APS Content may be eligible to earn prizes directly from the Advertising Partner.

Owners of Digital Collectibles that post APS Content featuring their Digital Collectible or a derivation of their Digital Collectible:

1. grant permission to BDCO and to the Advertising Partner to use the Digital Collectible or a derivation of it for the purposes of generating the APS Content; and

2. provide a limited, non-transferable, non-exclusive license to BDCO and the Advertising Partner to use the Digital Collectible or a derivation of it for the purposes of generating the APS Content.

The rules, prizes and the duration of each of the opportunities to post APS Content will be displayed on the Platform, Twitter/X or our Forum which Users will accept and which will apply when Users post the APS Content. BDCO reserves the right to update the rules and prizes without notice.

Users who participate in posting APS Content must ensure the language used in the Tweets (X Posts) or other posts maintains a positive tone and is not offensive. Users intentionally trying to circumvent rules, encouraging unfair use or posting damaging content relating to APS Content may be suspended from the Platform.

Users that post APS Content acknowledge that the Advertising Partners are solely responsible for deciding how prizes are awarded and delivering prizes to Users who are awarded prizes (Prize Winners).

BDCO is not responsible for any decision made by Advertising Partners in relation to the awarding of prizes or the prizes that that are provided.

BDCO does not provide any warranty in relation to prizes awarded by Advertising Partners and disclaims any liability for the suitability, fitness for purpose or condition of the prize.

Prize Winners may be required to provide their contact information and delivery details to Advertising Partners in order to receive a prize.

Prize Winners agree that if a prize is faulty in any way, or if they require any information about the prize, they will contact the relevant Advertising Partner directly.

SECTION 5 - FORUMS

Digital Collectible Owners may be offered entry into our moderated forum on Discord (Forum). Discord is operated by a third party and BDCO disclaims any responsibility for any activity on the Forum. Continued access is subject to your compliance with our Forum rules.

SECTION 6 - DIGITAL COLLECTIBLE BLOCKCHAIN MIGRATION AND BRIDGING

Digital Collectible Owners may be offered the opportunity to Bridge or Migrate their Digital Collectible to another blockchain. If the Digital Collectible Owner chooses to accept such an offer, the Digital Collectible Owner must follow all instructions issued by BDCO to complete the Migration or Bridging.

BDCO will use its best endeavours to ensure any Digital Collectible Migration or Bridging is successful but is not liable for any loss or damage the Digital Collectible Owner may incur in connection with these transactions.

The Digital Collectible owner fully indemnifies BDCO against all costs, expenses, damages and loss directly or indirectly incurred or suffered by the Digital Collectible owner in connection to a bridging or migration transaction.

IMPORTANT: Once you enter into a Migration transaction process there is no way to recover your pre-migration Digital Collectible. You will subsequently be issued your post-migration Digital Collectible on the post-migration blockchain which will be certified as an official BadDogs Digital Collectible by BDCO.

Digital Collectible Owners are not permitted to Migrate or Bridge their Digital Collectible to another blockchain without the prior written consent of BDCO. If a Digital Collectible Owner does Migrate or Bridge their Digital Collectible without BDCO’s consent, their license to the Art (as defined in the Digital Collectible License), is revoked. BDCO may also revoke other privileges and benefits such as access to the Forums.

SECTION 7 - CONDUCT OF USERS

BDCO reserves the right to disable, suspend or delete a User’s account, including access to our forum, if it has reasonable grounds to believe that a User has breached these Terms.

You agree that you will not violate any applicable law or infringe any intellectual property right or any other third party right. You also agree that you will not:

1. Use or attempt to use another User’s Account without authorisation;

2. Pose as another person or entity, or use a wallet to engage in a transaction on the Platform that is owned or controlled, in whole or in part, by any other person;

3. Take any action that could damage, disable, or impair the functioning of the Platform in any manner;

4. Use the Platform or Services for commercial purposes inconsistent with these Terms;

5. Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or any other unauthorised automated means or interface to access the Platform or the Services, extract data, or otherwise interfere with the Platform.

6. Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform or Services;

7. Use the Platform or Services for or in connection with money laundering, or other illicit financial activity, or in any way in connection with the violation of any applicable law or regulation;

8. Use the Platform or the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;

9. Infringe or violate the intellectual property rights or any other rights of others;

10. Create or display illegal content, such as content that may involve child sexual exploitation;

11. Create or display content that promotes suicide or self-harm, incites hate or violence against others, or doxes another individual; or

12. Use the Platform or Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Platform or the Services.

SECTION 8 - PRICE AND PAYMENT

1. If you order a tangible product from our Platform then the button will link to our authorized and qualified merchant payment processor, who will receive your billing and shipping information along with your payment source. Once your payment source is confirmed, you will be linked to an “Order Confirmation” screen that indicates we received your order and you now have a confirmation number for your order. An email confirmation will be in your inbox within 24 hours to let you know your order has been processed. This email is your Invoice and receipt and will include your confirmation number and verification of the item purchased as well as your shipping and delivery information. If you have any questions or changes to your order, please contact User Service at info@baddogscompany.com for any information regarding your order.

2. The User will pay all Taxes in addition to payment of the Price.

3. The User will be responsible for any bank charges in making the payment including any foreign currency exchange costs.

SECTION 9 - DELIVERY TERMS

1. Any timeframes quoted by BDCO for delivery of the products are estimates only. BDCO will use its reasonable endeavours to supply the products in the quantities specified in the Order Confirmation in accordance with the quoted timeframe.

2. BDCO will not be liable for any Loss suffered by the User arising out of any delay or failure to deliver the products (or any part of them) in accordance with the quoted timeframe or failure to deliver the products in the quantities specified in the Order Confirmation.

3. Delivery of the products will be made on a Business Day in the manner and at the place specified in the Order Confirmation.

4. Subject to clause (e), if BDCO fails to deliver some or all of the products pursuant to these Terms, the User will not be entitled to cancel the order.

5. If the User wishes to return a product and receive a refund or credit for change of mind, the User must obtain the prior written approval of BDCO before returning the product (which approval BDCO may give in its absolute discretion and subject to any conditions it stipulates). Without limitation to any other right of BDCO in relation to consenting to the return of any product, BDCO may charge an administration fee in respect of the returned product. If BDCO consents to the return of any product:

• BDCO will issue a return authorisation number and specify the address to which the product must be returned by the User; and

• the User must return the product to the address specified by BDCO freight free in good, unused and saleable condition in the original tags and packaging in which it was supplied together with the return authorisation number issued by BDCO and any other information provided by BDCO when consenting to the return of product.

6. If the User receives a product that is faulty, BDCO will, depending on the extent of the fault, arrange for the product to be repaired, provide a replacement product or provide the User with a refund. The User will not be charged an administration fee for returning a faulty product.

SECTION 10 - RISK AND TITLE

1. Legal and beneficial ownership in the Products will not pass to the User until the User has paid the Price for the Products in full.

2. Risk of loss of or damage to the Products will remain with BDCO until the earlier of:

• the passing of title to the Products to the User; and

• delivery of the Products by BDCO to the User in accordance with clause 10.

3. The User indemnifies and will keep indemnified BDCO in respect of all Loss that BDCO suffers or incurs as a consequence of taking action in accordance with clause 10(e), including any transportation and storage charges and such Loss, must be paid by the User to BDCO on demand (subject to verification of such Losses by BDCO).

SECTION 11 - INTELLECTUAL PROPERTY RIGHTS

1. The User acknowledges and agrees that all IPR in the Products, including our Rewards Program, artwork and social media content remains with BDCO or its licensors, as applicable.

2. Each party will notify the other party as soon as it becomes aware that an IPR Claim may or has been made, or reasonably believes an IPR Claim may be made.

3. Subject to clause (d), if an IPR Claim is made or a party has notified the other that an IPR Claim may be made, BDCO will investigate the IPR Claim and, at its option and expense, do one of the following:

• use reasonable efforts to secure the rights for the User to continue to use the affected Product free of any claim or liability for infringement; or

• replace or modify the affected Product so that the Product or its use does not infringe the IPR of any other person without any degradation of the performance or quality of the affected Product and the User must comply with any direction issued by BDCO in relation to any replacement or modification and use of the Product pending replacement or modification; or

• direct that the User cease using the affected Product, re-take possession of the affected Product.

4. BDCO will not have any liability under clause (c) to the extent that the IPR Claim arose as a consequence of:

• anything that the User or any person on the User's behalf or at the User's request has done to the Product; or

• any combination of the Product with any goods or services not provided by BDCO to the User; or

• BDCO complying with a request or direction issued by the User.

SECTION 12 - LIMITATION OF LIABILITY

1. Any warranties are given in place of all excludable warranties, conditions, guarantees, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality or compliance with description and non-infringement, all of which are excluded to the fullest extent permitted by law.

2. Subject to clauses (c) and (d), where any terms, conditions, warranties or guarantees are implied by law into these Terms which the law expressly provides may not be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent, the liability of BDCO to the User under the implied terms, conditions, warranties or guarantees is limited, at the option of BDCO to:

• in the case of tangible goods, the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the reasonable cost of having the goods repaired; or

• in the case of services, the supplying of such services again; or the payment of the reasonable cost of having such services supplied again; or

• This limitation does not apply to exclude any guarantee that relates to the right to sell, quiet possession or clear title under Canadian law, or to any other conditions, warranties or guarantees implied by law which cannot be excluded, restricted or modified.

3. To the fullest extent permitted by law, under no circumstances will a party be liable to the other party for special, incidental, or indirect damages or for any economic consequential damages or any loss of profit, loss of revenue, loss of interest, loss of data, loss of use, loss of goodwill or business opportunities, reputational damage, business interruption (or any other similar financial loss), which arise directly or indirectly, in connection with these Terms, however that liability arises including in contract or tort, liability under indemnity or for any other common law, equitable or statutory cause of action or otherwise. This clause will not prevent BDCO from recovering the Price from the User.

4. Subject to clause (b) and clause (c), to the extent permitted by law and except as provided otherwise in these Terms, BDCO’s maximum cumulative aggregate liability to the User regardless of basis (including indemnity, warranty, fundamental breach, negligence, misrepresentation or other contract or tort claim) is limited to the total amount paid by the User to BDCO (excluding Taxes) under these Terms.

5. The liability of a party for any Losses incurred by the other party will be reduced proportionately to the extent that the Loss is caused or contributed to by the other party or its personnel or contractors. Without limitation to the foregoing, the User expressly acknowledges and agrees that BDCO has no obligation or liability to the User under this clause 13 or otherwise to the extent such obligation or liability is based upon or arises from:

• the gross negligence or willful misconduct of the User or any of its directors, officers, employees, agents or subcontractors; or

• any breach of these Terms by the User, including clause 12 and/or any use of any Products or Software in breach of any terms of these Terms.

6. Nothing in these Terms limits or excludes BDCO’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors.

SECTION 13 - DATA PROTECTION AND PRIVACY

Personal information provided by the User to BDCO will be stored and used by BDCO only in accordance with our privacy policy found here and with other applicable privacy and data protection laws. BDCO does not sell Users’ personal information to third parties.

SECTION 14 - DISPUTE RESOLUTION

You agree that all disputes arising out of or in connection with these Terms, including without limitation your access or use of the Platform or Services, that cannot be resolved by negotiation between the parties, shall be resolved by arbitration in accordance with the International Centre for Dispute Resolution (ICDR) Arbitration Rules. The seat of arbitration shall be Ontario, Canada, the language of arbitration shall be English and the number of arbitrators shall be one.

Each party shall cover its own fees and costs associated with the arbitration proceedings.

The decision of the arbitrator will be final and binding on the parties.

Notwithstanding the foregoing, BDCO may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

You expressly give up your right to any trial by jury and your right to participate in any class action lawsuit in relation to any dispute arising from your use of the Platform or the Services or your ownership of a Digital Collectible.

SECTION 15 - GENERAL

1. In these Terms, unless the contrary intention appears:

• a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

• a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

• the word “including” and similar expressions are not words of limitation;

• a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and

• where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day.

2. Any notice or other communication under these Terms may be given by personal delivery or by email. A notice or other communication is regarded as being given by the sender and received by the addressee:

• if by delivery in person, when delivered to the addressee;

• if by email, at noon on the next Business Day following the day on which it is sent, (provided that the sender has not received a message to the effect that email was not delivered or that the recipient is ‘out of office’).

3. If any provision of these Terms is invalid, illegal or unenforceable, these Terms takes effect (where possible) as if it did not include that provision.

4. Any failure by BDCO to insist upon strict performance by the User of any provision in these Terms will not be taken to be a waiver of any existing or future rights of BDCO in relation to the provision.

5. The User must not assign or otherwise deal with its rights or obligations under these Terms without the prior written consent of BDCO. The User is responsible for all Taxes or fees payable on or associated with the assignment.

6. The Contract is governed by the laws of Ontario, Canada. The parties agree to submit to the non-exclusive jurisdiction of the courts of Ontario and courts hearing appeals from those courts.

7. These Terms contains the entire agreement of the parties with respect to its subject matter and may only be amended in writing.

8. These Terms does not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.

SECTION 16 - DEFINITIONS

In these Terms, unless the context requires otherwise:

Bridging or Bridge means the process of enabling a Digital Collectible to be transferable across multiple blockchains.

Business Day means:

i. in the case of delivery of Products – a Monday to Friday in the place where the Products are to be delivered to the User excluding any gazetted or recognised public holiday in that place; and

ii. in all other cases – a Monday to Friday in Ontario, Canada excluding any gazetted or recognised public holiday.

Delivery Location means the place specified in the Order Confirmation or Invoice as the place to which the Products will be delivered or, if no place is specified in either the Order Confirmation or the Invoice, the place designated by the User and agreed by BDCO for delivery of the Products.

Digital Collectible means an NFT or inscription, depending on the blockchain, verifiable by BDCO through a unique token ID or inscription number.

Discloser means a party in its capacity as a discloser of Confidential Information.

Force Majeure means any circumstance beyond the reasonable control of a party including acts of God, natural disasters, epidemic or pandemic, acts of war, riots and terrorist acts.

BDCO means Bad Dogs Company Ltd., (2331728), of Ontario, Canada.

Insolvency Event means:

i. if the User is located in Canada – being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event; and

ii. if the User is located outside Canada – any act analogous to the acts or circumstances described in paragraph (a)

Intellectual Property Rights or IPR means all present and future rights conferred by statute, common law or equity in any territory or jurisdiction throughout the world, known as of the date hereof or thereafter devised, in or in relation to copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions and Confidential Information, and other rights resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.

Invoice means the invoice or invoices issued by BDCO for the supply of the Product.

IPR Claim means any claim, demand or proceedings alleging that a Product (including any part or Product replaced under warranty) or the User’s use of a Product (including any part or Product replaced under warranty) infringes any Canadian IPR or moral rights (as that term is defined in the Copyright Act 1968 (Cth)) of a third party.

Loss means any loss, expenses, costs, damages and claims.

Order Confirmation means formal acknowledgement of the User's Purchase Order issued by BDCO to the User (which acknowledgement may be via email).

Migration or Migrating means the process of destroying a Digital Collectible and creating a similar Digital Collectible on another blockchain.

NFT means a Non Fungible Token implemented on a blockchain.

Price means the total price excluding Tax as specified in the Invoice payable by the User for the Products.

Product means a tangible product, a Digital Collectible, our Rewards Program and artwork and social media content.

Purchase Order means a document or email issued by the User offering to purchase the Products specified in the Quotation and which includes a reference to the Quote or the reference number included on the Quote.

Recipient means a party in its capacity as a recipient of Confidential Information.

Taxes means:

i. any value added tax, goods and services tax, sales tax or any other tax on the supply of services or goods in the jurisdiction in which the services are supplied to the User; or

ii. any tax, levy, duty, charge, impost, deduction or withholding however it is described that is imposed by a government agency, together with any related interest, penalty, fine or other charge, other than one that is imposed on net income of the other party in any jurisdiction.