Welcome to Okay Bears, which is owned and operated by Okay Bears Pty Ltd (ABN 95 658 661 075) (OKB). This document sets out the terms and conditions (Terms) that apply to your access to and use of an Okay Site (okay.xyz, okaybears.com and any subdomains), including without limitation, to purchase, sell, transfer, migrate or bridge Okay Bears Digital Collectibles (Okay Bears) or any other Digital Collectibles we issue in the future, to access and participate on our Forum, to participate in our Reward Programs and to purchase physical products (together the Services).
For the purposes of these Terms, ‘User’, ‘you’ and ‘your’ means you as the user of the Platform and the Services.
By clicking to accept and/or using the Services, you agree to be bound by these Terms, which we may update from time to time by providing reasonable notice of any changes and publishing the updated Terms on the Platform.
You must be aged 18 or over and have an active and valid Twitter account and Digital Wallet (Wallet) to access the Platform and our Services.
You acknowledge that you are using the Wallet under the terms and conditions of the Wallet provider and that OKB has no control or custody of your Wallet and no ability to retrieve its contents. You are solely responsible for the security of your Wallet and you should never share your Wallet credentials with anyone.
Use of your Twitter account is subject to Twitter’s Terms and Conditions and OKB has no liability whatsoever for your use of Twitter on our Platform or in connection with our Services. If your Twitter account is suspended, or you lose access to your Twitter account, you may not be able to access our Platform, including access to our Rewards Program. You accept and acknowledge that:
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.
OKB does not warrant the accuracy or timeliness of any of the information about the Digital Collectibles on the third party platform.
You acknowledge that OKB 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 OKB 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 https://okay.xyz/digital-collectible-license. To the extent permitted by law, OKB provides no representations or warranties in relation to its Digital Collectibles and is not liable for any loss.
OKB 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.
From time to time, OKB may offer physical products for sale on the Platform.
You can pay for physical products using your Wallet or using traditional currencies nominated on the Platform.
From time to time, OKB 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 OKB 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. OKB 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. OKB 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 account is suspended or a User changes the Twitter account connected to their Wallet, some of the User’s rewards may not be recoverable. OKB disclaims any responsibility or liability for any rewards lost in connection with a User’s Twitter account.
OKB 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 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:
The rules, prizes and the duration of each of the opportunities to post APS Content will be displayed on the Platform, Twitter or our Forum which Users will accept and which will apply when Users post the APS Content. OKB 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 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).
OKB is not responsible for any decision made by Advertising Partners in relation to the awarding of prizes or the prizes that that are provided.
OKB 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.
Digital Collectible Owners may be offered entry into our moderated forum on Discord (Forum). Discord is operated by a third party and OKB disclaims any responsibility for any activity on the Forum. Continued access is subject to your compliance with our Forum rules.
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 OKB to complete the Migration or Bridging.
OKB 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 OKB 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 Okay Bear Digital Collectible by OKB.
Digital Collectible Owners are not permitted to Migrate or Bridge their Digital Collectible to another blockchain without the prior written consent of OKB. If a Digital Collectible Owner does Migrate or Bridge their Digital Collectible without OKB’s consent, their license to the Art (as defined in the Digital Collectible License), is revoked. OKB may also revoke other privileges and benefits such as access to the Forums.
OKB 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:
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 Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules. The seat of arbitration shall be Sydney, NSW, 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, OKB 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.
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:
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 OKB for delivery of the Products.
Digital Collectible means an NFT or inscription, depending on the blockchain, verifiable by OKB 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.
OKB means Okay Bears Pty Ltd, (ABN 95 658 661 075), of 4C / 4 Belgrave St, Kogarah, NSW 2217, Australia.
Insolvency Event means:
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 OKB 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 Australian 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 OKB 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.