Terms of Use

By using www.badges.xyz (the “Site”), you agree to be bound by these TERMS OF USE (these “Terms”). If you do not agree to comply with all of these Terms, you should immediately discontinue any use of the Site. BADGES XYZ, INC., a Delaware corporation (the a “Company”, “we”, “our” or “us”) may revise and update these Terms at any time without notice, in our sole discretion. Your continued usage of the Site will mean you accept those changes. These Terms were last updated on March 23, 2023.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THESE TERMS, THE SITE OR PRODUCTS, SERVICES OR OTHER OFFERINGS AVAILABLE ON THE SITE, IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES OR OFFERINGS.

Ownership of Intellectual Property

For the purpose of these Terms, “Content” is defined as any information, ideas, articles, communications, software, text, links, published works, photos, video, graphics, music, sounds or other material that can be viewed by users on the Site (and any intellectual property rights related thereto), which is owned by the Company, its affiliates, licensors and/or suppliers. By accepting these Terms, you agree that all Content presented to you on the Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of the Company, its affiliates, licensors and/or suppliers, as applicable. Title to the Content remains with the Company, its affiliates, licensors and/or suppliers, and all rights not expressly granted herein are reserved to the Company, its affiliates, licensors and/or suppliers. The Content and features are subject to change or termination without notice by the Company in its sole discretion. You are prohibited from claiming ownership of or using any of our intellectual property without our prior written consent.

Term of Use and Disclaimer

The Content on the Site and any related social media platforms (including, but not limited to, Twitter, Facebook, Instagram, TikTok, Twitch, Pinterest and YouTube) are based solely upon the opinions and beliefs of personnel of the Company and their personal experiences. The Content does not necessarily reflect the values, thoughts or opinions of the Company.

The Content on the Site is meant for entertainment, informational and educational purposes only. The Company, as well as any contributors of such Content on the Site, claim no responsibility and cannot be held liable for any adverse effects, losses or damages caused directly or indirectly as a result of the implementation, interpretation or application of any of the Content on the Site.

The Site may contain links to or incorporate third-party websites, products and services, and/or display advertisements for third parties (collectively, “Third-Party Content”). Such Third-Party Content is not under the control of the Company, and the Company is not responsible for any Third-Party Content. The Company provides access to the Third-Party Content only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Content. You use all Third-Party Content at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any Third-Party Content, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Content.

If you decide to access any third-party websites linked to the Site, use any third-party products, services, information or websites or the contents thereof, or use any services or products available on our site that are provided by third-party vendors, you do this entirely at your own risk. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE), TO ANY THIRD-PARTY PRODUCTS, SERVICES, INFORMATION, OR LINKED WEBSITES, INCLUDING, BUT NOT LIMITED TO, ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED WEBSITE.

Limited Right to Use Site Content

Except as expressly set forth herein, or for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit or distribute any Content from the Site in any form or by any means whatsoever (other than use of Site functionality expressly designated for such purpose) without the prior written permission from the Company. Any unauthorized use of Content violates the Company’s intellectual property interests and could result in criminal or civil penalties. Any special rules for the use of certain software, videos and other items accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms by reference. Under no circumstances may you sell or license any of the Content except for via the use of Site functionality expressly designated for such purpose.

Notwithstanding the foregoing, if you would like to use any of the Content from the Site, you must credit the Company by including the following: “This content was created and is owned by Badges XYZ, Inc., copyright © 2024; all rights reserved.”

Testimonials and User Comments

If the Site includes testimonials or comments from the users of our products, services or other offerings, the statements made are voluntary by the user. The testimonials or comments are unedited except for spelling or punctuation.

Postings on the Site

For the purposes of these Terms, “Postings” shall mean any and all comments, information, photos, videos, feedback and ideas that you communicate to the Company or submit or post to the Site or give the Company permission to post to the Site. You hereby agree that by communicating such Postings to the Company or submitting such Postings to the Site, you (i) grant the Company a perpetual limited right to use such Postings in order to deliver its products or services and for marketing and advertising purposes; and (ii) grant any digital collectible claimers a perpetual limited right to use the Company’s products or services that incorporate your Postings. Any intellectual property contained in Postings that you submit shall remain your intellectual property except for the Company’s and digital collectible claimer’s limited rights to use as described herein. The Company cannot and does not assume 4853-5825-8251, v. 53 any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the Site tools, products and services. The Company reserves the right to delete any Postings that it deems, in its sole discretion, to be disruptive, offensive or a violation of these Terms.

Account Security

If you are required to register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your account, and that you are fully responsible for all activities that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your account.

Violation of Terms of Use

If you violate any of these Terms, your permission to use the Site and its Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content. You agree that the Company may, at its sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to the Site, and reporting you to the proper authorities, if necessary.

Liability of the Company

THE SITE, ANY SERVICES OR PRODUCTS AND THE CONTENT ARE PROVIDED “AS IS” AND THE USE OF THE SITE, ANY THIRD-PARTY SERVICES OR PRODUCTS AND THE CONTENT IS AT YOUR OWN RISK. THE COMPANY AND ITS LICENSORS, AFFILIATES AND SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE RELATED TO THE SITE AND THE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE COMPANY, ITS AFFILIATES, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT PROVIDED ON OR THROUGH THE USE OF THE SITE. BY ACCESSING ANY CONTENT ON THE SITE, YOU ASSUME ALL THE RISK OF YOUR ACCESS AND ANY SUBSEQUENT ACTIONS YOU CHOOSE TO TAKE.

WHEN USING THE SITE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT MAY BE BEYOND THE CONTROL AND JURISDICTION OF THE COMPANY AND ITS SUPPLIERS. ACCORDINGLY, THE COMPANY ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SITE.

IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, LICENSORS OR SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS OR OTHER DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY OR ITS LICENSORS, AFFILIATES OR SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE SITE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, THE COMPANY SHALL ONLY BE LIABLE IN AN AMOUNT NOT TO EXCEED THE AMOUNT YOU HAVE PAID THE COMPANY DURING THE PERIOD OF SIX (6) MONTHS PRIOR TO THE DATE GIVING RISE TO THE CLAIM OR DAMAGE. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE, OR THE CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS.

Viruses and Temporary Interruptions

While the Company makes all reasonable attempts to exclude viruses from the Site, it cannot ensure such exclusion. You acknowledge that the Company shall not be liable for any damage caused through the downloading of viruses. Therefore, you are recommended to take all appropriate safeguards before downloading information from the Site. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of the Company’s control.

Indemnity

You agree to defend, indemnify and hold the Company, its shareholders, directors, officers, employees, contractors, agents, licensors, affiliates and suppliers (collectively, “Indemnitees”), harmless from and against any and all claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from: (i) your violation of these Terms; (ii) your use of the Site; (iii) your violation of applicable laws or regulations; or (iv) your Postings.

Governing Law; Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of the State of Tennessee, without respect to its conflict of laws principles. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

You expressly agree that exclusive venue for any dispute with the Indemnitees or in any way relating to your use of the Site will be in the courts in Davidson County, Tennessee, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Tennessee in connection with any such dispute.

Complete Agreement

Except as expressly provided in the Company’s “Privacy Policy” and “General Policies” located on the Site, or in any other agreement between you and the Company, these Terms constitute the entire agreement between you and the Company with respect to the use of the Site and its Content.

Thank you for your cooperation. We hope you find the Site helpful and convenient to use! Questions or comments regarding the Site, including any reports of non-functioning links, should be submitted to help@badges.xyz.