TERMS OF SERVICE
Last modified: March 1, 2023
1. Acceptance of the Terms
These Terms are entered into by and between you and Badger LLC. (“BADGER,” “we,” “our,” or “us”), and they govern your access to and use of BADGER’s websites located at www.BUX.digital and wallet.badger.cash (the “Site”) and our online software platform accessible through the Site (the “Platform”), including any content, functionality, and services offered on or through the Platform, whether as a guest or a registered user. To make these Terms easier to read, the Site, the Platform and the content, functionality, and services offered on or through the Platform are collectively called the “Services.”
By using the Services, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, do not access or use the Services.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND BADGER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.
The Services are only intended for adults eighteen (18) years of age and older. You are not allowed to use the Services if you are under eighteen (18) years of age or if you are not capable of forming a binding contract with BADGER. The Services are limited to users who meet the Anti-Money Laundering and Counter-Terrorism Financing customer due diligence requirements outlined below and not otherwise barred from using the Services under applicable law. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
3. Changes to the Terms and Services
We may change and update these Terms from time to time, and these changes are effective as soon as we post them on the Services. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services following the posting of any revised Terms, you are accepting and agreeing to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
We may also update or discontinue all or any part of the Services at any time and as we see fit.
The Platform is an online environment that enables delivery of cryptographic authorization keys that enable the purchaser to mint Badger Universal Tokens ( “BUX” ). You may send US Dollars and receive an authorization key to self-mint BUX (“Mint”), or you may send a digital signature proving that you have destroyed some value of BUX and receive, as compensation for that digital good, US Dollars correlating to the destroyed amount (“Burn”). BUX tokens do not constitute legal tender and are not monetary instruments. They are also not stored value or currency.
BUX may be minted or burned at a posted rate with US Dollars via accounts managed by our independent fiduciary network, including banks and depository institutions (each a “Banking Partner” and, together, our “Banking Partners”) through the Platform. We utilize asset tokenization and bank deposit accounts managed by our Banking Partners for the benefit of users who burn BUX. BADGER itself does not guarantee any right of redemption or exchange of BUX tokens for U.S. dollars.
We and our Banking Partners reserve the right to refuse to facilitate minting or burning BUX tokens for any reason, including without limitation, if any act, conduct, transaction, omission, or misrepresentation, or the party requesting the minting or burning, violates, attempts to violate, causes, aids, or abets the violation of any applicable laws, statutes, ordinances, or regulations; is suspected or believed to be blocked property, frozen assets, or economic resources, or the proceeds of any crime, terrorist financing, or corruption related to any person or government official under any applicable laws; or exposes us or our Banking Partners to sanctions, restrictions, or penalties.
Users who have purchased an authorization key from BADGER, in the case where that key has not been used to perform a MINT, may request a refund of the purchase price of the authorization key by contacting BADGER by email at email@example.com. If, after investigation of the request, it is determined that the authorization key is unused, the key will be voided and a refund will be issued using the same payment method used for the purchase.
5. Anti-Money Laundering and Counter-Terrorist Financing
We are committed to providing secure and compliant, and reputable services through the Platform. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and potential reporting to international regulators.
We reserve the right to refuse registration to, or to bar transactions from or to, anyone for any reason, including without limitation, anyone from or in any jurisdictions that do not meet applicable Anti-Money Laundering and Counter Terrorist Financing (“AML–CTF”) standards; to anyone that is a Politically Exposed Person under applicable laws; or, that fails to meet any of our customer due diligence standards, requests, or requirements. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service. We will validate and verify your identity based on the information provided. As part of our Know Your Customer (KYC) policy and ongoing monitoring of account activity, we may request additional information and documentation from you from time to time and at any time. If we are unable to contact you and verify your identity, we may refuse to facilitate minting and burning of BUX.
We will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are reasonable grounds to believe that BUX is being used for illegal purposes.
6. Accessing the Platform
We reserve the right to make changes to the Platform, or any service or material we provide on the Platform, in our sole discretion without notice. This includes, but is not limited to, replacing the existing BUX genesis token hashes with genesis token hashes or moving any BUX token to a new blockchain. In the event that a BUX genesis token hash is replaced or moved to a new blockchain, balances will be transferred and the old BUX tokens will not be valid for any purpose.
Should a blockchain on which a BUX token is on forks, we reserve the right to select the new fork based on factors that include, but are not limited to, community adoption and long-term viability. In the event of a fork, all BUX tokens on the non-chosen fork will not be valid for any purpose. Generally speaking, a blockchain fork is any protocol upgrade that breaks backward compatibility. We have sole and absolute discretion in determining whether a blockchain fork has occurred.
We reserve the right to deny access to the Platform to anyone or suspend or terminate an account for any or no reason, including but not limited to violations of these Terms, applicable laws and regulations, or engaging in any Prohibited Uses as outlined below, and at any time, at our sole discretion. If we terminate, suspend or deny access to your account for any reason, we’ll provide you with notice of our actions, but we are not required to provide you with our reasons for doing so.
7. Account Security
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any account at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms.
We are not responsible for any bank transfer, wire, or any other fees or costs (“Fees”) associated with the minting or burning of any BUX tokens. Any Fees incurred by you during the issuance or redemption of BUX tokens shall be deducted from the amount being minted or burned before the balance is transferred to you. For example, if you transfer $10,000 to mint BUX and there is a bank fee of 0.25%, you will then receive 9,975.00 (10,000 minus 25) BUX in your XEC-SLP wallet (Does not represent actual Fees incurred for this service).
You are responsible for all on-chain transaction costs associated with on-chain transfers of any BUX tokens. We reserve the right to charge fees for minting or burning BUX tokens. We do not charge any on-chain transaction fees in addition to the blockchain-specific transaction fees associated with such transfers.
You are solely liable for all the taxes, fees, and commissions resulting from the use of the Services. You agree to indemnify BADGER and our Banking Partners from any liability for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of taxes imposed on BADGER by the relevant taxing authorities with respect to any fees paid to you as the result of using the Services.
10. Assumption of Risk; No Advice
Cryptocurrency markets are volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. You are solely responsible and liable for your account on the Services and knowing the true status of your BUX tokens even if the information on the Services is displayed incorrectly.
We do not provide investment advice. The information contained within the Services is for informational purposes only, and we are not soliciting any action based upon such information. Such information is not to be construed as investment advice. We do not provide any consultation on the advisability of minting any BUX, the timing of a minting or burning, or any other matters regarding the mint or burn of any BUX, such as trading techniques, models, algorithms, or any other schemes. Additionally, the information made available on the Services does not constitute a representation that the mint of any BUX tokens are suitable or appropriate for you.
Please note the following risks in minting, using and burning BUX:
Not a Bank Account
Your account with us is not a bank account or a deposit account, and BADGER may not be regulated as a financial institution in your jurisdiction. No interest will be paid on any funds or other assets held in your account and all underlying assets directly held for the benefit of BUX burners are not insured by us or, except as set forth below, any third party or any government agency. We may collect interest on the fiat deposits held in our own reserve accounts.
FDIC Coverage and Sweeps
We reserve the right to work with independent third-party financial institutions to provide cash management so that the value of each BUX token is represented by an equivalent amount of dollar deposits, cash equivalents, short-term government treasuries, or liquid investments. To achieve this, funds equivalent to the value of all BUX in circulation are held in one or more depository accounts at our Banking Partners whose deposits may not be insured by the Federal Deposit Insurance Corporation (“FDIC”).
In addition to the above, any USD balance held by non-US depository institutions may include cash and cash equivalents that include short-term, highly liquid investments of sufficient credit quality that are readily convertible into cash, and other instruments to generate yield to cover administrative and related costs, fees and charges. In all cases, cash equivalents and other instruments are recorded at cost which approximates the fair value, or cash value. Therefore, in addition to the risks noted above, there may be a risk of loss to these funds associated with the solvency of the instruments being invested in or other factors.
Theft and Loss
Any depository account maintained by an independent third-party financial institution for the benefit of BUX token holders may not be sufficient to cover all losses due to theft or fraud. Transactions in BUX may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
The market value of BUX tokens may be derived from the continued willingness of market participants to exchange dollars for BUX tokens, which may result in the potential for permanent and total loss of value of BUX in the market.
Burning of BUX
All burned BUX tokens will be rounded down to the nearest one cent of a dollar.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services (collectively “Feedback”), you agree that we may use the Feedback in any way we deem appropriate to: (a) improve our Services and (b) promote the Services, and that you will not be due any compensation for your Feedback that is used in these ways.
13. Intellectual Property Rights
The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by BADGER or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your use only, subject to the following restrictions:
14. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
We are not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
15. Reliance on Information Posted
The Services include content provided by third parties, including materials provided by other users, attorneys, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by BADGER, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
16. Links to Third Party Websites and Resources
Links to any third-party websites or other resources on the Services are provided for your convenience only. We have no control over the contents of those websites or resources. If you decide to access any of the third-party websites or other resources linked on the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and other resources.
17. Disclaimer of Warranties
YOUR USE OF THE SERVICES AND BUX TOKENS IS AT YOUR OWN RISK. THE SERVICES AND BUX TOKENS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
NEITHER BADGER NOR ANY PERSON ASSOCIATED WITH BADGER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR BUX TOKENS. WITHOUT LIMITING THE FOREGOING, NEITHER BADGER NOR ANYONE ASSOCIATED WITH BADGER REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR BUX TOKENS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR BUX TOKENS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
BADGER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BADGER, ITS BANKING PARTNERS, NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BADGER OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BADGER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID TO BADGER FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BADGER, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BADGER AND YOU.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless BADGER and Banking Partners, their affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (collectively “Claims”) arising out of or relating to: (i) your violation of these Terms; or (ii) your use of the Services, or (iii) your issuance or redemption of any BUX.
20. Governing Law
These Terms and any action related thereto will be governed by the laws of the Commonwealth of the Northern Mariana Islands without giving effect to any choice or conflict of law provisions or rules.
(a) Mandatory Arbitration of Disputes. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or invalidity thereof, or the use of the Services (collectively, “Disputes”) shall be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding, in accordance with the International Arbitration Rules of the American Arbitration Association. The language to be used in the arbitral proceedings shall be English.
(b) Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Class Action Waiver. YOU AND BADGER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Arbitration section shall be null and void.
(d) Severability. With the exception of any of the provisions in Section 21(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
22. Waiver and Severability
No waiver by BADGER of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure of BADGER to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
With the exception of any of the provisions in Section 21(c) of these Terms, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
23. Entire Agreement
These Terms constitute the sole and entire agreement between you and BADGER with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. You may not assign or transfer these Terms, by operation of law or otherwise, without BADGER’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. BADGER may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by BADGER under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Attention: Legal Department
PO Box 10018 PMB 11
Saipan, MP 96950
25. Your Comments and Questions
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: info@BUX.digital.