ELITE Terms of Service

1. Acceptance of Terms

By accessing or using the ELITE platform (the "Service"), including joining our waitlist or creating an account, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

ELITE is operated by Badge Worldwide, Inc. ("ELITE," "we," "us," or "our"), a Delaware corporation. These Terms apply to all users of the Service, including waitlist members, registered users, contributors, and visitors.

2. Description of Service

ELITE is a skills verification and professional development platform that connects verified professionals to learning, networking, and earning opportunities.

The Service includes (or will include upon full launch):

• ENGINE: A skills verification system that tracks professional activity across integrated tools and applications to create verified skill profiles
• Social Network: Professional networking features for verified members
• Groups: Skill-based communities for learning and collaboration
• 1:1 Peer Exchange: Direct learning sessions with verified experts
• Marketplace: Opportunities to offer and purchase professional services
• Premium Subscriptions: Enhanced features and capabilities

Early Access Notice: ELITE is currently in development and early access. Some features described in these Terms may not yet be available. We will notify users as features are released.

3. Eligibility

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

If you are accessing the Service on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms.

4. Account Registration and Security

4.1 Waitlist and Account Creation

You may join our waitlist by providing your email address and basic information. To access the full Service when launched, you will need to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us at hi@justbadge.com of any unauthorized use of your account.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or for any other reason at our sole discretion. You may delete your account at any time through your account settings.

5. User Content and Conduct

5.1 Your Content

You retain ownership of all content you submit, post, or display on the Service ("User Content"), including your profile information, posts, comments, and shared work examples. By submitting User Content, you grant ELITE a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, and display such content in connection with operating and improving the Service.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable laws
• Harass, threaten, abuse, or harm another person or entity
• Impersonate any person or entity or falsely state or misrepresent your affiliation
• Post false, misleading, or fraudulent information, including fake credentials or work history
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Upload or transmit viruses, malware, spam, or any other malicious code
• Collect or store personal data about other users without their explicit consent
• Use automated systems (bots, scrapers, crawlers) to access the Service without our prior written permission
• Engage in any activity that could damage ELITE's reputation or user trust

5.3 Content Moderation

We reserve the right, but not the obligation, to monitor, review, edit, or remove User Content that violates these Terms, infringes intellectual property rights, or is otherwise objectionable. We are not responsible for User Content posted by third parties.

6. Skills Verification and ENGINE

6.1 Data Collection and Tracking

By using the ENGINE application, you authorize ELITE to:

• Connect to and track your activity within third-party tools and applications you choose to integrate (such as HubSpot, Salesforce, GitHub, ChatGPT, Claude, and others)
• Collect behavioral data about how you use these tools, including time spent, tasks completed, and complexity of work performed
• Analyze this data to generate verified skill assessments and capability scores

You may disconnect integrations at any time through your account settings. Disconnecting will stop future data collection but will not delete historical verified data.

6.2 Accuracy and Verification

ELITE uses behavioral analysis and machine learning to assess skills based on tracked activity. While we strive to provide accurate verification, ELITE does not guarantee perfect accuracy or completeness of verification data. Your verified skills profile represents an assessment based on observable work patterns and should not be considered the sole measure of capability.

6.3 Data Ownership and Portability

You own your work data. You may export your verified skills data, activity logs, and profile information at any time through your account settings. Upon account termination, you may request a complete data export within 30 days by contacting hi@justbadge.com.

6.4 Third-Party Tool Integrations

ENGINE integrations with third-party tools are subject to those tools' terms of service and API limitations. ELITE is not responsible for changes, interruptions, or discontinuation of third-party integrations.

7. Premium Subscriptions and Payments

7.1 Subscription Plans

ELITE offers a free tier with basic features and Premium subscription plans starting at $20/month (pricing subject to change). Premium subscriptions include:

• Full ENGINE tracking across all integrated tools
• Verified skill scores and credentials
• Portable verified resume
• Access to premium features as they become available

7.2 Billing and Renewal

Subscriptions are billed monthly or annually (as selected) and automatically renew at the end of each billing period unless canceled prior to the renewal date. You authorize us to charge your payment method for all applicable fees.

7.3 Cancellation and Refunds

You may cancel your subscription at any time through your account settings. Cancellations take effect at the end of the current billing period—you will retain access through the period you've paid for.

We offer a 14-day money-back guarantee for first-time Premium subscribers. If you're not satisfied, contact hi@justbadge.com within 14 days of your initial purchase for a full refund. After 14 days, we do not provide refunds for partial subscription periods except as required by law.

7.4 Price Changes

We reserve the right to change subscription prices with at least 30 days' advance notice via email. Continued use of the Service after a price change constitutes acceptance of the new price. Existing subscribers will have the option to cancel before price changes take effect.

7.5 Free Trial

We may offer free trials of Premium features. We will notify you before your trial ends and before charging your payment method. You may cancel before the trial ends to avoid charges.

8. Groups, Communities, and Peer Learning

8.1 Community Guidelines

ELITE hosts Groups and communities where members can learn, share knowledge, and collaborate. All community participation must comply with these Terms and our Community Guidelines (available at https://elite.community/community-guidelines).

8.2 User-Created Groups

Verified members may create and moderate their own Groups. Group creators may set Group rules, manage membership, and charge subscription fees for access. Group creators are responsible for content moderation within their Groups and must comply with these Terms.

8.3 Group Revenue Sharing

For monetized Groups, ELITE retains a 30% platform fee. Group creators receive 70% of subscription revenue generated by their Groups. Payment terms and thresholds will be detailed in separate agreements with Group creators.

8.4 1:1 Peer Exchange

Members may offer or book 1:1 learning sessions with other verified members. ELITE facilitates booking and payment but is not a party to these sessions. Members offering sessions are responsible for delivering the services they promise.

9. Marketplace and Transactions

9.1 Marketplace Services

ELITE may provide a marketplace where verified members can offer and purchase professional services. ELITE acts solely as a platform connecting service providers and clients—we are not a party to these transactions and do not employ service providers.

9.2 Platform Fees

ELITE charges a platform fee of 15-25% on marketplace transactions (exact fee disclosed before transaction completion). By using the marketplace, you agree to these fees.

9.3 Payment Processing

Payments are processed through third-party payment processors (such as Stripe). You agree to their terms of service. ELITE does not store your payment card information.

9.4 Disputes and Refunds

Users are responsible for resolving disputes related to marketplace transactions directly with the other party. ELITE may, at its sole discretion, provide mediation assistance but has no obligation to do so. Refund policies are set by individual service providers.

9.5 Taxes

You are responsible for determining and paying all applicable taxes related to your marketplace transactions. ELITE may provide tax documentation as required by law but does not provide tax advice.

10. Intellectual Property

10.1 ELITE Intellectual Property

The Service and its original content, features, design, functionality, and underlying technology are owned by ELITE and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. The ELITE name, logo, and all related product and service names are trademarks of Badge Worldwide, Inc.

10.2 Limited License to Use Service

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes, subject to these Terms. This license does not permit you to resell, redistribute, or create derivative works based on the Service.

10.3 Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) on the Service
• Use the Service to build a competitive product or service

10.4 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant ELITE a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that Feedback without compensation or attribution.

11. Third-Party Services and Integrations

The Service integrates with and links to third-party tools, applications, and websites (such as HubSpot, Salesforce, GitHub, LinkedIn, and others). Your use of these third-party services is governed by their respective terms of service and privacy policies, not by these Terms.

ELITE is not responsible for:

• The availability, accuracy, content, or functionality of third-party services
• Any data practices, security breaches, or service interruptions of third-party services
• Any transactions or interactions you have with third parties through the Service

12. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://elite.community/privacy to understand how we handle your data.

Key points:

• We collect data you provide directly (profile info, contact details) and data from ENGINE tracking (activity within integrated tools)
• We use this data to verify skills, improve the Service, and connect you with opportunities
• We do not sell your personal data to third parties
• You have rights to access, correct, export, and delete your data

13. Disclaimers and Limitations

13.1 "As Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ELITE does not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Service is free of viruses or other harmful components
• Results obtained from the Service will be accurate or reliable

13.2 No Guarantee of Outcomes

ELITE does not guarantee that using the Service will result in:

• Employment, job offers, or career advancement
• Income, clients, or project opportunities
• Skill improvement or professional development

Your success on the platform depends on your own effort, skill, market demand, and factors outside ELITE's control.

13.3 Third-Party Interactions

ELITE is not responsible for the actions, content, or services of other users or third parties you interact with through the Service. You assume all risks associated with such interactions.

14. Limitation of Liability

14.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELITE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, use, goodwill, or other intangible losses
• Damages resulting from your use of or inability to use the Service
• Unauthorized access to or alteration of your transmissions or data
• Statements or conduct of any third party on the Service
• Any other matter relating to the Service

14.2 Cap on Liability

ELITE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• The amount you paid to ELITE in the twelve (12) months preceding the event giving rise to liability, OR
• $100

14.3 Basis of the Bargain

You acknowledge that ELITE has set its prices and entered into these Terms in reliance on the limitations of liability set forth herein, which allocate risk between you and ELITE and form the basis of the bargain between the parties.

15. Indemnification

You agree to indemnify, defend (at ELITE's option), and hold harmless ELITE, Badge Worldwide, Inc., and their respective affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or inability to use the Service
• Your violation of these Terms
• Your violation of any rights of another party, including intellectual property rights, privacy rights, or contractual rights
• Your User Content
• Your conduct on the Service or in connection with other users

This indemnification obligation will survive termination of these Terms and your use of the Service.

16. Dispute Resolution

16.1 Informal Resolution

If you have a dispute with ELITE, please first contact us at hi@justbadge.com to attempt to resolve the matter informally. We're committed to working with you in good faith to address concerns.

16.2 Binding Arbitration (Optional for Early Users)

For disputes that cannot be resolved informally, you and ELITE agree that either party may elect to resolve the dispute through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

The arbitration will be conducted by a single arbitrator in a location mutually agreeable to both parties (or via video conference). The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction.

16.3 Small Claims Court

Notwithstanding the above, either party may bring an individual action in small claims court if the claim qualifies.

16.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND ELITE AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST ELITE.

16.5 Exceptions

Nothing in this section prevents either party from seeking equitable relief (such as an injunction or specific performance) in a court of competent jurisdiction to prevent immediate and irreparable harm.

17. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent any lawsuit or court proceeding is permitted under these Terms, you and ELITE agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Delaware.

18. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes that reduce your rights or increase your obligations, we will notify you by:

• Sending an email to the address associated with your account (at least 30 days before the effective date), AND
• Posting a notice on the Service or within the app

Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Service and may cancel your account.

For non-material changes (such as clarifications or formatting improvements), we will update the "Last Updated" date at the top of these Terms.

19. Termination

19.1 Termination by You

You may terminate your account at any time by accessing your account settings and following the account deletion process, or by emailing hi@justbadge.com.

19.2 Termination by ELITE

We may terminate or suspend your account and access to the Service immediately, without prior notice, for:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Prolonged inactivity
• Any other reason at our sole discretion

19.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• You will no longer be able to access your account or User Content
• We may delete your data in accordance with our data retention policies
• You remain liable for all charges incurred prior to termination
• Sections of these Terms that by their nature should survive (including Sections 5.1, 10, 13, 14, 15, 16, and 17) will survive termination

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or policies published on the Service, constitute the entire agreement between you and ELITE regarding the Service and supersede all prior agreements and understandings.

20.2 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by ELITE.

20.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

20.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without ELITE's prior written consent. ELITE may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

20.5 No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and ELITE.

20.6 Force Majeure

ELITE will not be liable for any failure or delay in performing obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

20.7 Notices

We may provide notices to you via email to the address associated with your account, by posting on the Service, or through in-app notifications. You are responsible for keeping your contact information up to date. Notices to ELITE should be sent to hi@justbadge.com.

21. Contact Information

If you have any questions, concerns, or feedback about these Terms or the Service, please contact us at: