Last updated: 10/01/2023

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between ACHV, LLC, a limited liability company organized under the laws of the state of Maryland (“ACHV”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of ACHV’s website: https://www.ACHV.xyz/ (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and ACHV shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay ACHV for services rendered shall remain and continue to be an ongoing obligation owed by Client to ACHV.

1. Intellectual Property Rights

The Website, unless explicitly stated otherwise, is the exclusive property of ACHV. All aspects of the Website, including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in any format (collectively or individually, the “Content”), as well as the trademarks, service marks, and logos displayed on the Website (the “Marks”), are owned and meticulously controlled by ACHV. These assets are safeguarded by copyright and trademark laws, as well as other pertinent intellectual property regulations of the United States, foreign jurisdictions, and international conventions.

The Content and Marks are provided on an “As-Is” basis, exclusively for your personal information and use. Unless expressly permitted herein, no portion of the Website, including any Content, may be duplicated, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose, without the explicit prior written consent of ACHV. ACHV retains all rights pertaining to the Website, Content, and Marks, and reserves the right to enforce these rights to the fullest extent permissible under the applicable laws.

2. Ownership of Materials

Notwithstanding ACHV’s ownership of Submissions, as delineated in Paragraph 4 (“Client Feedback”), it is expressly stated herein that all design and original source files crafted on the Client’s behalf (“Projects”) become the exclusive property of the Client. Consequently, the Client assumes sole ownership of the copyright for all Projects. In the unlikely event that any legal circumstance would cause ACHV to assume ownership of a Project, either in part or in its entirety, instead of the Client, ACHV hereby and irrevocably assigns its complete interest in the Project to the Client, without any restrictions or limitations.

The Client affirms and guarantees that any materials provided to ACHV, whether as examples or for incorporation into a project during the design process, are the property of the Client. Furthermore, the Client asserts that these materials do not infringe upon or misappropriate any rights of third parties, including but not limited to, intellectual property rights and rights of publicity.

It is important to note that ACHV retains the right to publicly showcase the Client's design work, including but not limited to, social media platforms and the official ACHV website, unless otherwise agreed upon, as explicitly stated in Section 18 of this document."

3. Third-Party Materials

In circumstances where any Project incorporates materials, including but not limited to fonts, images, or software, that are not owned by ACHV and necessitate a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Materials”), ACHV shall provide written notification to the Client. This communication will explicitly specify the inclusion of one or more Third-Party Materials in the Project and will indicate that the Client is responsible for acquiring the requisite licenses from the respective rights-holder(s) to ensure legal reproduction, distribution, or public display of the Project.

The notification will contain comprehensive information to enable the Client to identify the specific licenses required and the appropriate contact person(s) for license acquisition. Once ACHV has duly informed the Client about the incorporation of Third-Party Materials, the Client assumes full responsibility for any consequences arising from the Client's failure to obtain the necessary licenses for these materials integrated into the Project.

It is imperative that the Client adheres to all licensing requirements and obligations associated with Third-Party Materials to ensure legal compliance and mitigate any potential legal risks."

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4. User Representations

Through the act of using the Website, the Client explicitly represents and warrants the following:

• The Client possesses the legal capacity to enter into this Agreement and agrees to adhere to these Terms of Use.
• The Client is not a minor in the jurisdiction of their domicile, ensuring that they are of legal age to use the Website.
• The Client will not access the Website through automated or non-human means, affirming the use of the Website only through genuine and individual interactions.