Terms of Use

Badgeville Terms of Use

WELCOME TO THE BADGEVILLE WEBSITE. THE WEBSITE IS CONFIDENTIAL TO AND THE PROPERTY OF BADGEVILLE. INC. (“BADGEVILLE”). ALL ACCESS TO AND USE OF THIS SITE AND ALL WEBSITES (COLLECTIVELY, THE “WEBSITE”) AND THE FEATURES AT THE WEBSITE ARE GOVERNED BY THESE TERMS OF USE (“TERMS”). THESE TERMS APPLY TO ALL INDIVIDUALS WHO USE, VISIT OR BROWSE THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT (“YOU” OR “YOUR”) SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS.

Access to Website
Access to this Website is limited to viewing the linked pages solely for legitimate business purposes, and subject to these Terms. Any access or attempt to access other areas of any Badgeville computer system or other information contained on the system for any purposes is strictly prohibited.
Intellectual Property Rights

Unless otherwise indicated, Badgeville or its licensors own and retain all proprietary rights in the Website and all material and information posted thereon, including without limitation photographs, text, graphics, logos, icons, content, sound recording, tutorials, audio/visual clips and design (collectively, “Content”). The mark Badgeville; The Behavior Platform; Reputation Mechanics; Social Mechanics; Social Context; Behavior Engine; GameViews; MotivationMetrics; Reputation Center; Engagement Layer and related trademarks, service marks and logos (collectively, the “Badgeville Trademarks”) are owned by Badgeville and may be registered in the United States and other countries.

All of the materials contained on the Website are copyrighted, except where explicitly noted otherwise. Badgeville neither warrants nor represents that use of materials displayed on the Website by You will not infringe rights of third parties not owned by or affiliated with Badgeville. Use of any materials on the Website is at Your own risk.

You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Badgeville Trademarks or the Content, without the express permission of Badgeville in each instance, unless such Content is posted by you. The use of Badgeville Trademarks or Badgeville copyrighted materials on any other website is strictly prohibited. Badgeville will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

User Generated Content

You may be able to post, stream, transmit or otherwise provide photos, videos, ideas, remarks, questions, data, graphics, opinions, designs, customizations or other Content (including information, if any, on message boards or other forums) on the Website (collectively, “User Generated Content”). You retain ownership of User Generated Content submitted to the Website. However, User Generated Content will be considered Content and will be treated as non-confidential and non-proprietary and you understand that Badgeville does not guarantee any confidentiality with respect to the User Generated Content. By submitting User Generated Content to Badgeville, you agree to grant, and shall be deemed to have automatically granted, to Badgeville an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such Content for the purpose of operating, promoting and improving the Website and Services and to develop new ones. You represent and warrant that you have the right, power and authority to grant the foregoing license. You agree that User Generated Content that You submit will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the User Generated Content and grant to Badgeville all of the license rights granted herein. You agree to release, discharge and agree to hold harmless Badgeville from any and all claims or liability, whether known or unknown, in connection with the publication, production, processing, distribution or exploitation of Content posted by you, including any claims of infringement of any rights of publicity or rights of privacy. Badgeville reserves the right to remove User Generated Content without notice.

You acknowledge, consent and agree that Badgeville may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety or interests of Badgeville, other users of the Website (“Users”), or the public.

Use of the Website

The following requirements apply to Your use of the Website: (a) You will not use any electronic communication feature of the Website for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) You will not collect, store, use or disclose personal data about other users or any identifying health information other than in accordance with the End User Agreement as applicable to You and in compliance with applicable federal and state law and regulations; (d) You will not use the Website for any commercial transactions that are unrelated to the purposes for which the Website was provided; (e) You will not upload, post, email, or otherwise transmit on interactive features intended for the general public any advertising or promotional materials or any other form of solicitation or unauthorized communication; and (f) You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

IMPROPER USE OF THE WEBSITE MAY RESULT IN LOSS OF YOUR ACCESS TO THE WEBSITE AND SERVICES AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES.

Consent to Electronic Communications
When you visit the Website or send emails to Badgeville, you are communicating with Badgeville electronically. You consent to receive communications from Badgeville electronically. Badgeville may communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that Badgeville provides to you electronically satisfy any legal requirement that such communications be in writing.
Revocation of Access

Badgeville may, in its sole discretion, and at any time, discontinue this Website or any part thereof, with or without notice, or may prevent Your use of this Website with or without notice to You. You agree that Badgeville, in its sole discretion, may terminate or suspend Your use of the Website at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Further, You agree that Badgeville shall not be liable to You or any third party for any termination or suspension of Your access to the Website.

In the event that You use, or are suspected of using, the Website in a manner inconsistent with any federal or state laws, regulations, statutes or ordinances, in addition to discontinuance of Your permission to use the Website, Badgeville shall have the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion.

Indemnification
You agree to indemnify and hold Badgeville, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to Your violation of these Terms.
Security of Website
Unfortunately, no website or services delivered over the Internet can be guaranteed to be absolutely secure. As a result, while Badgeville strives to protect your information, it cannot ensure or warrant the security of any Content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Badgeville may, in its sole discretion, notify you of such breach. Unless you indicate otherwise, we may notify you under such circumstances using the email address you provide to us.
Disclaimer of Warranties

Badgeville assumes no liability or responsibility for any errors or omissions in the content of the Website, including any forms made available on the Website, any failures, delays or interruptions in the delivery of any content contained on the Website, or any losses or damages arising from the use of the content provided by the Website or from any viruses or other malicious code that may be transmitted through such use. Badgeville is not responsible for any third party products or services offered on the Website, if any.

TO THE FULLEST EXTENT ALLOWABLE BY LAW, BADGEVILLE SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, PROCESS, PRODUCTS AND/OR SERVICES OFFERED ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability

BADGEVILLE, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE BADGEVILLE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES, AND REDUCED, CANCELLED OR DENIED WORKERS’ COMPENSATION BENEFITS OR PAYMENTS (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

IN NO EVENT SHALL THE BADGEVILLE PARTIES’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED $50(USD).

IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE BADGEVILLE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

Copyright Infringement – DMCA Notice

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on the Website infringes a copyright owned by you, you (or your agent) may send Badgeville a notice requesting that the material be removed, or access to it blocked. This request should be sent to: Copyright Agent, Badgeville Inc., Headquarters, 1400 B Seaport Blvd., 2nd Floor, Redwood City, CA 94063, and/or copyright@badgeville.com.

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Website should be sent to the address above.

Links
We may provide links to, or promote, websites or services of third parties on the Website. You agree that we are not responsible for, and do not control, those websites or services and we shall have no liability or responsibility to you or to any third party for such websites or services.
Privacy
By accessing the Website, You also agree that You have reviewed and agreed to the Badgeville Notice of Privacy Practices, which is incorporated by reference in its entirety in these Terms.
COPPA
Badgeville does not solicit personal information from children. Visitors twelve years of age and under should remember that they are required to obtain an adult’s permission before submitting any personal information to this or any other website.
Modification
Badgeville may modify these Terms at any time, with or without notice. Your continued use of the Website constitutes Your acceptance of any changes to the Terms. You are responsible for remaining knowledgeable as to any changes that Badgeville may make to the Terms. The most current version of the Terms will be available on the Website and will supersede all previous versions.
Miscellaneous

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any disputes arising out of these Terms will be resolved exclusively in the state or federal courts located within Santa Clara County, California and each party consents to such exclusive jurisdiction and agrees not to challenge such venue.

Any attempt by You to undermine the legitimate operation of the Website may be a violation of criminal and civil law, and, should such an attempt be made, Badgeville reserves the right to seek damages from You to the fullest extent permitted by law. Badgeville’s failure to enforce any of these terms and conditions shall not constitute a waiver of that, or any other, provision.

These Terms are personal to you, which means that you may not assign your rights or obligations under these Terms to anyone. No third party, including but not limited to a workers’ compensation claimant, the claimant’s past or current employer, and the employer’s carrier, is a beneficiary of these Terms. Badgeville may assign its rights and obligations under these Terms to any third party. We may also use third parties to assist us in the provision of the Website under these Terms. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which will otherwise remain in full force and effect.

These Terms constitute the entire agreement between You and Badgeville regarding the use of the Website. By using the Website, You represent that You are capable of entering into a binding agreement, and that You agree to be bound by these Terms.

Contact Us

You may contact us letter, phone, or email. Our contact details are as follows:

Badgeville, Inc. 805 Veterans Blvd. Suite #307 Redwood City, CA 94063

Attn: Legal Department legal@badgeville.com

1-855-BADGEVILLE

Version 2.0 Last Updated: May 28, 2013

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