By purchasing, activating, using, or continuing to use one or more products (each, a “Product”) produced by Debt Badge LLC (“us” or “we”), you, the purchaser of the Product, agree to be bound by these terms of sale (the “Terms”). If you are purchasing Products on behalf of another person, you represent and warrant that you have the authority to agree to these Terms on behalf of that person.

1. Orders and Shipment. You may order Products through our website. No order, offer, sale, or other terms that you submit in any manner in connection with any order will be binding on us and you and you agree that the terms applicable to each such order are set out exclusively in these Terms. We may accept such order by confirmation through our website or by processing the shipment for such order. If we do not have any available inventory, we will place it on backorder and advise you through our website. Except to the extent prohibited by applicable law, all sales of Products are final and Products may not be returned or exchanged.
   

2. Resellers. If you purchase a Product from a third party (a “Reseller”), such as one of our authorized resellers, the Reseller is solely responsible for processing your order and Product delivery. You must contact the Reseller and not us for any support or questions related to a purchase from any Reseller. Purchases from a Reseller may also be subject to additional terms of such Reseller.
   

3. Software. Products include certain software and firmware (the “Software”). By purchasing Products, you are not purchasing Software and do not receive any right, title or interest in or to Software other than the limited rights of use expressly set out in these Terms. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable (subject to Section 6), non-sublicensable license to use Software solely for your own business or personal use, and solely in connection with your use of the Product in which they have been included. Certain Products include software licensed under the GNU General Public License v3 and other open source licenses, as identified in documentation provided with the Product. Your use of such software is subject to the open source licenses applicable to such software and, to the extent such open source licenses conflict with this Agreement, the terms of such licenses will prevail.
   

4. Use of Products. You understand and agree that we are not responsible for, and have no obligation or liability to you or others if products are used in a way that is not intended. You agree to comply with all applicable laws in your use of Products.
   

5. Transfer of Products. You may not purchase Products for the purpose of resale or distribution to others unless you have entered into a reseller addendum with us. However, you may transfer or sell Products that you have used to others. You are solely responsible for any such transfers or sales and any obligations or liabilities arising therefrom.
   

6. Restrictions. You shall not: (a) use the Software other than in connection with the Product on which it is included; (b) except as expressly permitted herein, reproduce, duplicate, copy, disclose, sell, resell, sublicense, distribute, assign, transfer, give away, loan, lend, lease, publish, pledge or create a security interest in the Software; (c) modify, port, adapt, translate, reverse engineer, unbundle, repackage, decompile, disassemble or convert into human readable form any part of the Product or Software or create derivative works based on, or any competitive or emulating software, service or solution using, any Product or Software, provided however you may replace the Software in whole or in part with software or firmware you have modified or compiled from source or install additional software or firmware (collectively, “Modifications”) on Products that are write-capable; (d) use any Product or Software in a manner or for a purpose that: (i) is illegal or otherwise contravenes applicable law (including the facilitation or furtherance of any criminal or fraudulent activity or the violation of any anti-money laundering legislation); or (ii) infringes upon the lawful rights of others; (e) interfere with the security or integrity of the Product or Software; (f) remove, destroy, cover, obfuscate or alter in any manner any notices, legends, trademarks, branding or logos appearing on or contained in any Product or Software; or (g) attempt, or cause, permit or encourage any other person, to do any of the foregoing. Notwithstanding the foregoing, you may investigate security and other vulnerabilities, provided you do so in a reasonable and responsible manner in compliance with applicable law and otherwise use good faith efforts to minimize or avoid contravention of any of the foregoing.
   

7. Representations and Warranties. You represent, warrant and covenant that: (a) you have the capacity to, and are and will be free to, enter into and to fully perform your obligations under these Terms and that no agreement or understanding with any other person exists or will exist which would interfere with such obligations; and (b) these Terms constitute a legal, valid and binding obligation upon you.
   

8. Prices and Payment. Prices for Products purchased directly from us are as set out on our website at the time we receive a firm, irrevocable order from you through our website or through other means we may establish from time to time. The total purchase price for Products, including all applicable shipping, handling, delivery and other charges and all applicable taxes must be pre-paid at the time you submit your order. All amounts paid or payable are non-refundable and shall be paid without deduction, setoff or counterclaim. All prices, quotations, confirmations and invoices are subject to exclusions or cancellation for clerical, typographic and similar errors and omissions.
   

9. Taxes. All prices on our price list are exclusive of applicable taxes and you will pay or reimburse us for all applicable taxes, duties, levies or assessments that may be assessed in any jurisdiction, whether based on the amounts paid or payable or the supply of Products to you or otherwise. If you wish to claim an exemption, you must furnish to us a tax exemption certificate acceptable to the applicable taxing authority.
   

10. Ownership. Except for the limited rights of use expressly granted to you under these Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Software are and shall remain exclusively owned by us and our licensors. All trade names, company names, trademarks, service marks and other names and logos are the proprietary marks of us or our licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to your use of the Products or Software shall become our exclusive property and may be used by us to modify, enhance, maintain and improve the Products or Software without any obligation or payment to you whatsoever.
    

11. Third Party Products. You acknowledge and agree that you will require certain third party equipment, products, software and services in order to use the Products and may also use optional third party equipment, products, software and services that enhance or complement such use (collectively, “Third Party Products”). You acknowledge and agree that failure to use or procure Third Party Products that meet the minimum requirements for Products, or failure to properly configure or setup Third Party Products may result in the inability to use the Products and/or processing failures or errors. Third Party Products include, without limitation, computers, mobile devices, networking equipment, operating system software, web browsers and internet connectivity. We may also identify, recommend, reference or link to optional Third Party Products in the Products or our website. You acknowledge and agree that: (a) Third Party Products are be governed by separate licenses, agreements or terms and conditions and we have no obligation or liability to you in respect thereof; and (b) you are solely responsible for procuring any Third Party Products at your cost and expense, and are solely responsible for compliance with any applicable licenses, agreements or terms and conditions governing same.
    

12. Confidentiality. You acknowledge that any unauthorized disclosure of our confidential information to third parties may cause immediate and irreparable harm to us. Consequently, you agree to take all reasonable steps to maintain the confidentiality of the Product and Software, and shall not, without our prior written consent, disclose, or make them available in any form to any other person, except to the extent reasonably required for the use or permitted transfer of the Product in accordance with these Terms. We reserve the right to disclose information about you to the extent we are required to do so by applicable law, lawful authorities or by a court of competent jurisdiction.
    

13. Privacy. You understand and agree that any personal information provided to us will be governed by our Privacy Policy, which is available through our website and forms an integral part of these Terms.
    

14. Warranty Disclaimer. You acknowledge and agree that your use of Products is at your sole risk and that they are sold on an “as-is” basis. To the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Products or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. We cannot and do not warrant that the Products will meet your requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected. We do not warrant that the Products or Software will not breach or infringe applicable laws outside of the United States or the proprietary rights (including patent, copyright, trade mark, or trade secret rights) of any third party. We shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with: (a) any access, inability to access, delay, fault or failure of the Products or Software resulting directly or indirectly from your or any public, peer to peer or third party hardware, software, service, service provider, network, information, user or computing resource; (b) unauthorized access to or alteration, theft, loss, corruption or destruction of Products; or (c) any act or omission of any third party. We cannot represent or warrant that Products will be secure at all times. If you use Products outside of the United States, you acknowledge and agree that you are solely responsible for ensuring that such use is permitted by applicable law in your jurisdiction.
    

15. Limitation of Liability. You agree that, to the maximum extent permitted by applicable law, our aggregate liability arising from or related to these Terms or any Product will be limited to direct damages not to exceed the purchase price we have received for such Products (excluding shipping charges and taxes). To the maximum extent permitted by applicable law, in no event shall we be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss) arising out of these Terms or the use of or inability to use any of our Products or Software, even if we foresee or have been advised of the possibility of such damages.
    

16. Applicability. The limitations, exclusions and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein. Because some jurisdictions do not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations, exclusions and disclaimers may not apply to you.
    

17. Indemnification. You will indemnify and hold us, our affiliates, subcontractors, licensors and agents and our and their directors, offices, employees and representatives harmless from and against all damages arising from or related to your acts, omissions, or Modifications, including any breach of these Terms or any permitted sale or transfer by you of any Product.
    

18. Assignment. Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. These Terms will inure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by us at our sole discretion.
    

19. Legal Proceedings. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the Products, the Software or us (a “Dispute”) will, at our sole option, be settled by final and binding arbitration by a single arbitrator. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration will take place in the Louisville, Kentucky, USA and shall be conducted in English only. The arbitrator will: (a) not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms, and you hereby waive any claim to such excess damages; (b) not have any ability to award any equitable remedies against us; (c) not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms; and (d) issue a written decision containing findings and conclusions on all significant issues. Each party will each bear its own expenses and an equal share of all costs and fees of the arbitration. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence. Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach any of the provisions in these Terms and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, we shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of the proceeding has occurred. You agree to waive any right you may have to commence or participate in any class action against us in respect of any Dispute and further agree to opt out of any class proceedings against us.
    

20. Choice of Law. These Terms will be deemed to have been made and performed exclusively in the Commonwealth of Kentucky, USA and will be governed by and construed under the laws of the Commonwealth of Kentucky without giving effect to Kentucky’s conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Commonwealth of Kentucky and the United States situated in the Louisville for any claim related to these Terms, the Products or Software that is not subject to arbitration arising from or in connection with these Terms and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Commonwealth of Kentucky.
    

21. Entire Agreement. These Terms constitute the entire agreement between you and us with respect to the Products and Software and cancel and supersede any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into these Terms by any other statement, representation or warranty not contained in these Terms. The headings in these Terms are for convenience of reference only and do not affect the construction or interpretation of these Terms.
    

22. Survival. Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination. The provisions of these Terms requiring performance or fulfillment after the expiration or earlier termination of your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.
    

23. Severability. To the extent that any provision of these Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable: (a) such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and both parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Terms shall continue in full force and effect with respect to all other provisions; and (b) notwithstanding the foregoing, we reserve the right to terminate the order of any Products.
    

24. Amendments and Waivers. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
    

25. Notices. Except as expressly set out in these Terms, any demand, notice or other communication to be given to us shall be given in writing by mail to the following address: Debt Badge LLC, 2900 Cannons Ln, Louisville, KY 40205, United States, or to such other address as we may advise you of from time to time, including through our website. Any demand, notice or other communication to be given to you may be given by mail, fax or email using the contact details we have on record or posted through to our website.