Terms of Submission

Bad Dragon Enterprises, Inc. ("Bad Dragon") invites all eligible individuals (hereafter, "You" or"Your") to submit original product designs, artwork, and/or materials for Bad Dragon's potential review, evaluation, and consideration as potential products.

These Terms of Submission, together with Bad Dragon's Terms of Use and Privacy Policy (collectively, "Terms"), constitute a legal contract between You and Bad Dragon, and they govern all submissions, and the submission process described below.

IMPORTANT - THIS IS A LEGAL DOCUMENT. PLEASE REVIEW CAREFULLY. BY SUBMITTING ANYTHING TO BAD DRAGON OR OTHERWISE USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE TERMS OF USE AND THE PRIVACY POLICY , BOTH OF WHICH ARE INCORPORATED HERE BY REFERENCE, AND ARE ALSO AVAILABLE AT https://labs.bad-dragon.com/legal/termsofuse AND https://labs.bad-dragon.com/legal/privacypolicy.

IF YOU DO NOT AGREE TO THESE TERMS, THE TERMS OF USE, AND THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR SUBMIT ANYTHING TO BAD DRAGON.

Submissions are open to residents of the United States and any foreign countries and territories in which all terms and conditions found in Bad Dragon's then-current Purchase Agreement are legally valid and fully enforceable.

You must be at least eighteen (18) years of age at the time of Your submission. Employees, officers, directors, shareholders, contractors, and agents of Bad Dragon, its subsidiaries, affiliates, entities under common control, and their household members and immediate family members are not eligible to participate. Submissions are subject to all applicable laws, and are void where prohibited.

Submissions to Bad Dragon may be made every three (3) months, beginning on the first calendar day of the first month of each quarter, and ending on the last calendar day of the last month of each such quarter (for example only and without limitation, anytime between January 1st and March 31st), and will be accepted on an ongoing basis until Bad Dragon terminates this submission opportunity (the "Submission Period”).

You may submit multiple submissions during each Submission Period, but each Submission must be distinct and must be submitted to Bad Dragon separately. You may not submit the same Submission to Bad Dragon more than once per calendar year.

To submit any original product designs, artworks, and/or materials to Bad Dragon (each a "Submission”), please use the following link, and follow and prompts and rules found there: https://labs.bad-dragon.com. No other methods of submission will be accepted.

For all 2D submissions, each Submission must comply with the following upload requirements:

• Minimum of one 2D Render file is required
• Maximum number of 2D Render file uploads = 5
• File type must be .PNG or .JPEG
• No minimum file size requirement
• Maximum file size per file is 1MB

For all 3D submissions, each Submission must comply with the following upload requirements:

• Only one 3D Render file may be uploaded
• File type must be .OBJ
• No minimum file size requirement
• Maximum file size is 10MB

Although not required, each Submission should ideally include a 3D model or detailed design that includes front, back, top and side views, in scale and with color illustration.

Each Submission must include Your full and accurate contact information, including your name, date of birth (to ensure you are at least 18 years old), email address, phone number, physical address, mailing address, country of residency, and a brief written description of the Submission, including any character names and product descriptions. Please see the Privacy Policy to learn more about how this information will be treated and used.

Each Submission must also comply with the Other Requirements in Section 5 below.

Not every Submission is suitable for addition to Bad Dragon's product portfolio. Some designs are not commercially viable based on factors such as manufacturing constraints, lack of market demand, or a design's failure to "fit” within Bad Dragon's existing or future product offerings.

All decisions regarding any Submission will be made by Bad Dragon in its sole discretion, and Bad Dragon's decision not to proceed with any particular Submission should not be taken as a "rejection.” The Submission could very well be highly successful in a different environment.

Each Submission is subject to these Terms, including the rights granted in Section 6 below. However, ownership of each Submission remains with You, unless You later execute aPurchase Agreement with Bad Dragon for any particular Submission.

Once you submit any Submission to Bad Dragon, that Submission may not be withdrawn from consideration.

Bad Dragon reserves the right, but is not obligated to review, evaluate, and consider each Submission, in its sole discretion, to determine whether each Submission meets Bad Dragon's creative, technical, and branding criteria to potentially become one of Bad Dragon's future products.

Bad Dragon may, in its sole discretion, select any Submission for the negotiation of a Purchase Agreement with You. Each of Bad Dragon's selections are based on its subjective internal business and creative criteria, which may include factors such as artistic quality, brand alignment, and marketability.

If Your Submission is selected for potential development or production, Bad Dragon has the right, in its sole discretion, to conduct one or more background checks and social media searches on You.

There is no guarantee that any Submission will be selected, and Bad Dragon is under no obligation whatsoever, to: (i) review, evaluate, or consider any Submission; (ii) use, acquire, purchase, or license any Submission; or (iii) or enter into any agreement or contract with You regarding or resulting from any Submission. Bad Dragon's evaluation process is not a contest or a competition, and no prizes or awards are offered or will be awarded.

No submission may:

• Contain any material that is obscene, defamatory, threatening, harassing, or otherwise inappropriate, as determined by Bad Dragon in its sole discretion.
• Contain any material that is not entirely original to and solely created by You.
• Contain any material that infringes, violates, or misappropriates the rights of any person or entity, including but not limited to any intellectual property rights, rights of publicity, or right of privacy.
• Depict or promote any illegal activities, violence, or discrimination of any kind (whether based on race, gender, religion, nationality, disability, sexual orientation, age, or otherwise).
• Include any personally identifiable information beyond what is required for submission per Section 3 above.

Bad Dragon reserves the right, in its sole discretion, to reject any Submission that violates any of these requirements, or is otherwise deemed unsuitable for potential display or use.

By submitting any Submission, You grant Bad Dragon a worldwide, irrevocable (during the term), non-exclusive, royalty-free, transferable, sublicensable right and license to each such Submission and all portions thereof, including the right and license to publicly display, perform, reproduce, publish, post, broadcast, transmit, distribute, alter, modify, adapt, and make derivative works of each such Submission, in any and all existing and future formats, media, technologies, and means of delivery (the "License”).

The License additionally grants Bad Dragon the irrevocable, perpetual, non-exclusive, royalty-free, worldwide right and license to use your name, chosen nickname, or chosen handle in connection with any Submission You submit, on Bad Dragon's website and social media accounts.

Bad Dragon may, in its sole discretion, use the License for purposes of: (i) reviewing, evaluating, and considering any Submission, and (ii) publicly posting or otherwise publishing any Submission (or excerpts or portions thereof) on Bad Dragon's website and social media accounts, in order to gage market demand and/or acceptance of any Submission for potential products derived or resulting from any Submission.

The License terminates with respect to each Submission if Bad Dragon does not select that Submission for potential purchase within ninety (90) days after the date on which You submit that Submission. If Bad Dragon does select that Submission, the License will be automatically extended for either one additional year, or until the date on which a Purchase Agreement is signed by both You and Bad Dragon, whichever occurs later.

If Bad Dragon selects any Submission, it will contact You to negotiate and potentially enter into a Purchase Agreement. Specific compensation terms will be set forth in thePurchase Agreement itself, and may vary based on factors such as then-current market conditions.

If Bad Dragon is interested in any particular Submission, Bad Dragon will contact You via the email address You provide with that Submission to discuss the potential of that Submission to become a future product. Bad Dragon is not obligated and will not provide You with any feedback, status updates, notifications, reasons for rejection, or any other communications if a Submission is not selected.

Bad Dragon reserves the right, in its sole discretion, to modify or terminate this submission opportunity at any time, in its sole discretion, with or without notice to You. Bad Dragon is not responsible for any: (a) lost, late, misdirected, damaged, incomplete, or illegible Submissions; (b) technological failures of any kind, including without limitation, any malfunctions of the Website (as defined in the Terms of Use) or any networks, systems, hardware, or software; or (c) unauthorized human intervention in the submission process. Once submitted, Bad Dragon has no obligation to return any Submissions to You.

You represent and warrant to Bad Dragon that:

You are at least 18 years of age, are of legal age in your jurisdiction to form a valid and binding contract with Bad Dragon, and have the full right, power, capacity, and authority to enter into and comply with these Terms;

You are voluntarily, knowingly, and intentionally submitting each Submission to Bad Dragon with the intention of being bound by these Terms;

You are the sole creator, author, and owner of each Submission, and each Submission is exclusively and entirely Your original work, and does not infringe, misappropriate, violate, or otherwise conflict with the rights of any other person or entity (including without limitation, any intellectual property rights) or any applicable laws;

You have the exclusive right to submit each Submission, and to grant the licenses described herein, free of all liens, claims, or other encumbrances;

No rights to any Submission have previously been granted, assigned, transferred, given, promised, or licensed to any other person or entity; and

Each Submission is free and clear of any commenced, pending, or threatened litigation.

You additionally understand, acknowledge, and agree that:

Bad Dragon would refuse to accept or consider any Submission in the absence of Your agreement to and acceptance of all Terms herein.

Bad Dragon has not expressly or impliedly promised You that it will: (i) review, evaluate, consider, display, feature, purchase, license, or use any Submission or any portions thereof; (ii) undertake any discussions or negotiations, or enter into any transactions, agreements, understandings, or relationship with You regarding any Submission or any portions thereof; or (iii) provide You with any payments, compensation, or consideration in any form or manner, in connection with or as a result of submitting any Submission, in the absence of a fully executed Purchase Agreement between You and Bad Dragon. You agree that You have no expectation of any such payments, compensation, or consideration in the absence of such agreement, and You hereby expressly waive any and all right to demand or claim any such payments, compensation, or consideration in connection with, or as a result of submitting any Submission to Bad Dragon.

No fiduciary or confidential relationship or obligation of secrecy exists between You and Bad Dragon, nor is any such relationship intended or established between You and Bad Dragon, by virtue of any Submission.

Other than these Terms and Bad Dragon's Terms of Use and Privacy Policy, no other contractual relationship exists between You and Bad Dragon, nor is any such relationship intended or established between You and Bad Dragon, by virtue of any Submission.

No Submission creates any partnership, joint venture, agency, employment, or any other type of relationship between You and Bad Dragon.

Bad Dragon is under no obligation to treat any Submission as confidential, and may freely disclose, share, or otherwise provide any Submission, or any portions thereof, to others as part of Bad Dragon's internal review process or otherwise, in its sole discretion, and may do so without Your permission and without any notice to You.

Bad Dragon regularly creates and develops its own materials, prototypes, products, inventions, designs, artworks, ideas, concepts, works, and content (collectively, "Materials"). Bad Dragon also regularly: (i) works with independent artists, designers, contractors, affiliates, partners, and others who create and develop Materials for Bad Dragon; and (ii) receives Materials from third parties for Bad Dragon's review and consideration. As such, You expressly acknowledge, understand, and agree that any Submission may be similar to Materials independently created or developed by Bad Dragon or its affiliates, partners, agents, contractors, and others, whether before, during, or after any Submission is submitted. Any such similarities are purely coincidental, and You expressly agree that Bad Dragon shall not be liable for any claims, damages, or losses arising from or related to any such similarities, including but not limited to claims for compensation, credit, or attribution.

Bad Dragon's receipt, review, or use of any Submission is not an admission that any Submission is novel or protected or protectable by copyright or any other intellectual property laws under any jurisdiction.

By submitting any Submission, You agree to indemnify, defend, release, discharge, and hold harmless Bad Dragon, its, subsidiaries, affiliates, entities under common control, and their respective owners, officers, directors, shareholders, managers, members, employees, contractors, representatives, agents, advisors, licensors, service providers, successors and assigns, from any and all liability under any and all claims, demands, actions, suits, judgments, awards, damages, losses, costs, and expenses of every kind whatsoever, known or unknown, direct or indirect, fixed or unfixed, liquidated or contingent, in any jurisdiction throughout the world, that arises out of or relates to: (i) Your participation in this submission process, including without limitation, the non-selection of any Submission, and any claims of design theft, infringement, misappropriation, or any other intellectual property or proprietary rights violations; or (ii) Your breach of any representations and warranties in these Terms.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BAD DRAGON, ITS SUBSIDIARIES, AFFILIATES, AND ENTITIES UNDER COMMON CONTROL, OR THEIR LICENSORS, SERVICE PROVIDERS, OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, ADVISORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE SUBMISSION PROCESS, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF USE, REVENUE, PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF BAD DRAGON HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR THEY WERE FORSEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

These Terms shall be governed by, and construed in accordance with the internal laws of the United States and the U.S. State of Arizona, without giving effect to any choice or conflict of law provision or rule (whether of the U.S. State of Arizona or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the U.S. State of Arizona, in each case located in Maricopa County, Arizona, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

All information collected from You is governed by Bad Dragon's Privacy Policy. By submitting any Submission to Bad Dragon, You consent to the collection, use, and disclosure of Your personal information in accordance with the Privacy Policy.

For questions about these Terms or the submission process, please contact Bad Dragon at [email protected]