Two Dogs Ltd.

Terms and Conditions of Sale

Last Updated:Dec, 2017

THESE TERMS AND CONDITIONS (“Terms”) CONSTITUTE BINDING TERMS BETWEEN TWO DOGS LTD. (“Two Dogs”, “we” or “us”) AND THE CUSTOMER MAKING THE APPLICABLE PURCHASE (“Customer”, or “you”), WHICH PURCHASE CONSTITUTES AN “ORDER”, WITH ORDER TERMS WHICH ARE HEREBY INCORPORATED INTO THESE TERMS BY REFERENCE (collectively, “Order”). Two Dogs and Customer may be collectively referred to herein as the “Parties”, and each individually as a “Party”.

These Terms represent the entire understanding between Two Dogs and Customer with respect to the subject matter hereof, and supersede and replace any and all prior and contemporaneous oral and/or written terms, understandings and statements between Two Dogs and Customer with respect to such subject matter. Customer acknowledges and agrees that in entering into these Terms it has not relied on any statement or representation (whether negligently or innocently made) not expressly set out in these Terms; for example, statements and explanations in any FAQs or other marketing material on the Two Dogs Site are for convenience only, and are not binding or a part of these Terms. The language of these Terms is expressly agreed to be the English language. By entering into these Terms, Customer hereby irrevocably waives, to the maximum extent legally permitted, any law or regulation (defined below) applicable to Customer requiring that the Terms be localized to meet Customer language, as well as any other localization requirements. Two Dogs may modify these Terms from time to time. Any modification shall be valid within 10 days of its publication on the Site (as defined below).

AGE RESTRICTIONS

You represent that you are at least thirteen (13) years old, but in any event of a legal age to form a binding contract. Children under the age of thirteen (13) are not permitted to make any Orders. If you are between thirteen (13) and eighteen (18) years old, you must review this Terms with your parent or guardian.

DEFINITIONS AND INTERPRETATION

These Terms contain a range of capitalized terms defined in this Section and elsewhere. The Section and sub-Section headings in these Terms are for convenience of reading only and shall not be used or relied upon for interpretive purposes.

“Documentation” means Two Dogs’ user manuals, safety instructions and similar materials, if any, that are delivered with the Product.

“Export Control Laws” means all export and re-export control Laws that apply to Two Dogs (and/or its Affiliates) and/or to Customer, including without limitation Israeli export control Laws, the Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.

“Intellectual Property Rights” means any and all rights, titles, and interests in and to designs or other intellectual property, including without limitation patents, copyright and similar authorship rights, personal rights, mask work rights, database rights, trade secret and similar confidentiality rights, design rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing; (b) all goodwill associated with the foregoing; and (c) all past, present and future claims and causes of action arising out of or related to infringement, misappropriation or violations of any of the foregoing.

“Laws” means any federal, state and local laws, statutes, ordinances, rules and regulations of any jurisdiction.

“Product(s)” means Two Dogs’ proprietary products, designs, including without limitation, BRKLZ.

“Site” means Two Dogs’ websitewww.brklz.com.

ORDERS; DELIVERY

1. Ordering; Eligibility; Conditions. These Terms shall apply to all orders for Products placed by you. To place an Order, you must be at all times in compliance with any and all eligibility and other requirements which apply in your jurisdiction, including without limitation minimum age. By placing an Order, you undertake that you are eligible and allowed to purchase the Products, pay for them, if applicable, and comply with all obligations, representations, warranties and undertakings set out in these Terms. All Orders are subject to acceptance by Two Dogs, and any rejection of an Order shall be made in Two Dogs’ sole discretion, regardless of whether the Order was confirmed through the Site. It is your responsibility to provide accurate billing, contact and shipping information when placing your order (and to cooperate with Two Dogs in any post-order requests for additional information) in order for Two Dogs to process and ship your order, and Two Dogs will have no obligation to make efforts to determine the correct billing, contact or shipping information.

1. Orders. All Orders are subject to a confirmation email and not just an order acknowledgement. Upon confirmation of an Order made by you (“Confirmed Order(s)”), Two Dogs agrees to provide you the Products as described in such Order. Shipment of the Products shall be made only against Confirmed Orders. Within 24 hours of the confirmation email sent to you, Two Dogs will provide you with a tracking number from the delivery company, and an estimated delivery time. The delivery time is only an estimation; Two Dogs are not responsible for delays occurring for any reason. Two Dogs shall make its best efforts to provide the Products as specified in the Order unless Two Dogs contacts you to the contrary following Two Dogs’ confirmation of your Order.

1. Accuracy. Some Products may appear slightly larger or smaller than actual size due to screen defaults and photography techniques. Other Products may be represented at a larger than actual size in order to clearly show details, or smaller than actual size in order to show the entire item.

1. Delivery; Title and Security Interest. The risk of loss of, and damage to, any Products you order, and the responsibility to insure the Products, passes to you upon its delivery to you. Two Dogs shall make commercially reasonable efforts to meet the delivery date(s) stated in the Order;however, Customer acknowledges that delivery is dependent on third parties outside Two Dogs’ control, and in no event shall Two Dogs be liable for any delays. Unless specified otherwise in the Order, the prices therein are exclusive of shipment costs, all applicable taxes, customs, duties and other shipping expenses and charges (except for taxes based on Two Dogs’ net income), and all the foregoing shall be solely borne by Customer and will be invoiced unless a valid tax-exempt certificate is supplied by Customer prior to delivery.

1. Cancellation; Binding Transaction. Your account will be charged the date your order is placed. You may cancel your order provided that the Product has not yet been shipped, and in such case you will be credited in full. If the Product was shipped, prior to your cancellation of the Order, you can return the Product on your expense, provided that the Product has not been used and remains in its original package. Afterwards, your purchase shall be deemed final, non-cancelable and nonrefundable, except if and to the extent otherwise stated in these Terms. Any permitted cancellation must be done by sending an email message to Two Dogs at hi@brklz.com. Two Dogs will process the cancellation and refund the payment made by you within 30 days from receipt of the cancellation notice. To the extent possible, the refund shall be made by the same method in which you paid. Two Dogs may, at times and at its sole and absolute discretion, accept a cancellation not complying with the above provisions of this Section, and in such case the refund shall be less a cancellation fee in the amount of 5% of the purchase price of the Products ordered. Two Dogs itself may, at all times, at its sole but reasonable discretion, cancel your Order, in which case Two Dogs will refund in full the payment made by you, with no cancellation fee.

2. Damaged or Defective Product. If you received a damaged or defective Product, please refer to our returns page, athttps://brklz.com/pages/Returns (the "Returns Page"). Please use the pre-paid label that will be sent to you once you've completed all necessary steps as they appear on the Returns Page. Upon receipt of the returned Product, we will inspect it and if it will be found to be defective, we will send you a replacement. If the Product was not damaged when delivered to you, but was damaged by use, or if the Product has reasonable wear and tear, you will not be entitled to any replacement or refund. Please note that as the Product is meant to be used with pets, its reasonable wear and tear will be different than the reasonable wear and tear of other products meant for domestic or household usage.

INTELLECTUAL PROPERTY

Two Dogs retains exclusive ownership of all worldwide intellectual property rights in and to any of the Products and the results of all work performed by Two Dogs hereunder and in connection with the Products. Customer further acknowledges and agrees that Customer will not, and will not permit others to, copy, modify, replicate, reproduce, disassemble or create derivative works from, any of the Product(s).

As between the Parties, Two Dogs is, and shall remain, the sole and exclusive owner of all Intellectual Property Rights in and to the Products, and any rights not expressly granted in these Terms are hereby reserved by Two Dogs.

PAYMENT TERMS; PAYMENT PROCESSING SERVICE

1. Payments are processed through the third-party e-commerce platform and payment processing service (the “Shopify Service”) made available by Shopify Inc. (“Shopify”), and, in addition to these Terms, are subject to the applicable provisions of Shopify’sTerms of Service, available athttps://www.shopify.com/legal/terms, and Shopify’s Payment Terms of Service, available athttps://www.shopify.com/legal/terms-payments-us.

2. You agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access Shopify’s systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Shopify; (iii) permit any third party to use and benefit from the Shopify Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) work around any of the technical limitations of the Shopify Service, use any tool to enable features or functionalities that are otherwise disabled in the Shopify Service, or decompile, disassemble or otherwise reverse engineer the Shopify Service, except to the extent that such restriction is expressly prohibited by law; (v) perform or attempt to perform any actions that would interfere with the proper working of the Shopify Service, prevent access to or use of the Shopify Service by Shopify’s other users, or impose an unreasonable or disproportionately large load on Shopify’s infrastructure; or (vi) otherwise use the Shopify Service except as expressly allowed under this Section ‎5 or the Shopify Terms of Service or Shopify Payment Terms of Service referenced above.

3. Unless otherwise specified in an Order, payment shall be made upon placement of your order, and payment shall be made in United States dollars (US$). Payments are non-refundable except as set forth in Section ‎3.5 above. Two Dogs reserves the right to change credit terms upon written notice or update of these Terms, at any time at its sole discretion.

4. Tax. Except for taxes based on Two Dogs’ net income, you are responsible for any and all taxes, duties, and other governmental charges relating to your order, including without limitation VAT, GST, or any other any sales, use, or consumption tax. All such taxes are included in our final prices, as they appear in our confirmation email to you.

5. Gift Vouchers. The Two Dogs’ gift vouchers are redeemable for purchases on our Site up to the prepaid value of the voucher (“Voucher(s)”). You can order Vouchers through our Site and we will deliver the Voucher to an email address you specified at the time of the Voucher’s order. When ordering a Voucher, you should ensure to enter the correct email address of the recipient. We are not responsible for emails sent to incorrect addresses and in cases where as a results, an unrelated third party uses the Voucher. The use of Vouchers is subject to the following terms and conditions, in addition to any other provision contain herein: (i) a Voucher cannot be used to purchase an additional Voucher and cannot be exchanged for cash; (ii) Vouchers are only subject to offers and promotions available on the Site specifically pertaining to such; (iii) the Vouchers are valid for 12 months from the date of purchase and can be used across multiple orders. After 12 months any remaining balance in the Voucher will be cancelled; (iv) Refunds for Products purchased with Vouchers shall only be made via Vouchers, there will be no monetary exchange for returned or cancelled Orders made with Vouchers; and (v) Two Dogs are not responsible and will not replace lost or stolen Vouchers.

PRIVACY

Two Dogs will use personal information that we may collect or obtain in connection with the Orders made on our Site in accordance with Two Dogs’ privacy policy which is available athttps://brklz.com/pages/privacy-policy (the “Privacy Policy”), and you agree that Two Dogs may do so. Without derogating from the foregoing, you acknowledge and agree that your Order and the billing/payment and/or other information you provide during the order process is subject to Shopify’s Privacy Policy which is available athttps://www.shopify.com/legal/privacy.

DISCLAIMER OF WARRANTIES

1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS ARE DELIVERED TO CUSTOMER “AS IS”, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY TWO DOGS AND ITS LICENSORS AND SUPPLIERS.

1. IN ADDITION, NEITHER TWO DOGS NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:

1. REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE PRODUCTS;
2. THAT CUSTOMERS USE OF, OR RELIANCE UPON, THE PRODUCTS, WILL MEET CUSTOMER’S REQUIRMENTS OR EXPECTATIONS;
3. THAT THE PRODUCTS WILL BE UNINTERRUPTED OR SECURE; OR
4. REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, OR OTHER GOVERNMENT OR INDUSTRY REGULATIONS OR STANDARDS.

1. Some jurisdictions’ Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to Customer, then, at Two Dogs’ option, such disclaimers shall either not apply, or Two Dogs limits the duration of such warranties and conditions to the duration of 30 days from date of delivery of the Products.

LIMITATION OF LIABILITY

1. IN NO EVENT WILL TWO DOGS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL; (D) PHYSICAL INJURY OF ANY SORT SUFFERED BY ANY PERSON OR PET, INCLUDING LOSS OF LIFE; AND/OR (E) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

1. THE AGGREGATE LIABILITY OF TWO DOGS UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, BY CUSTOMER TO TWO DOGS UNDER THE ORDER PURSUANT TO WHICH THE LIABILITY AROSE.

1. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF TWO DOGS HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHER CONTRACT OR TORT LIABILITY.

1. Some jurisdictions’ Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to Customer, such exclusions and limitations shall not apply. Furthermore, nothing in these Terms shall be deemed to exclude or limit liability resulting from fraud or fraudulent misrepresentation.

1. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION ‎8(LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND TWO DOGS.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby disclaimed. Any claim, dispute or controversy under, or otherwise in connection with, these Terms shall be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv-Jaffa, and Customer hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Notwithstanding the foregoing, Two Dogs reserves the right to seek equitable relief in any court worldwide of competent jurisdiction.

MISCELLANEOUS

1. Assignment. Two Dogs may assign these Terms (or any of its rights and obligations hereunder), as well as any Order, without restriction or further obligation. These Terms are personal to Customer, and Customer shall not assign (or in any other way transfer) these Terms or any Order (or any of its obligations or rights thereunder) without Two Dogs’ express prior written consent. Any prohibited assignment shall be null and void.

1. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

1. Waiver. No failure or delay on the part of any Party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Two Dogs, the writing must be duly signed by an authorized representative of Two Dogs), and shall be valid only in the specific instance in which given.

1. Export Compliance. Customer undertakes to comply with all applicable laws, regulations, decrees and ordinances, related to the Customer's use or transfer of Products supplied hereunder, including without limitation Export Control Laws.

1. Force Majeure. Two Dogs shall not be responsible for any failure to perform any obligation hereunder because of any act of God, war, riot or civil commotion, governmental acts or directives, strikes, work stoppage or equipment or facilities shortages, and/or other similar cause beyond Two Dogs’ reasonable control.

1. Contact us. Two Dogs is an Israeli company with an address at 43 Hanatziv Street, Tel Aviv, Israel. If you have any questions, comments, or complaints regarding these Terms, please contact us athi@brklz.com.