BadgerAI Terms of Service
Last Updated: 4/23/2026
Introduction: "Welcome to Badger AI! These Terms of Service ("Terms") govern your access to and use of the Badger AI website (www.agentbadger.ai), and all related services, features, content, and applications offered by Badger AI , "we", "us", or "our") (collectively, the "Services").
Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services. If you are using the Services on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms."
STANDARD TERMS OF SERVICE
1. Access and Use.
(a) Subject to this Agreement and applicable Order Form(s), BadgerAI grants Merchant a limited right to access and use the Service on a non-exclusive, non-transferable, non-sublicensable, revocable basis during the Subscription Term.
(b) Merchant will only allow its Personnel to use and access the Service (each, a “User”), and each User will generate a unique User ID and password that enable’s an individual’s access to the Service on Merchant’s behalf (each, a “Merchant Account”). Merchant will be responsible for all User activity that occurs in its Merchant Accounts. Merchant will maintain passwords as secure and confidential and use commercially reasonable efforts to prevent unauthorized access to its Account. BadgerAI will not be liable for any loss or damage from Merchant’s or any User’s failure to maintain the security of the Merchant Accounts. Merchant shall be responsible for each User’s compliance with this Agreement and will stop and promptly notify BadgerAI of any unauthorized use or access of Merchant Accounts or the Service.
(c) BadgerAI will provide a web-based interface (the “Interface”) that will enable Merchant to interact with the Service and manage Merchant Accounts.
(d) BadgerAI will have the right to access Merchant Accounts for support, including debugging and process improvements.
2. Restrictions. Merchant will not, and will not permit any User to:
(a) rent, lease, distribute, sell, resell, license, sublicense, transfer or provide access to the Service to any third party or offer the Service or any component thereof on a standalone basis;
(b) transmit any Harmful Code to the Service;
(c) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;
(d) attempt to gain unauthorized access to the Service or its related systems or networks;
(e) permit direct or indirect access to the Service in a way that interferes with or circumvents a contractual usage limit or restriction;
(f) make a modification, change, enhancement, adaptation, correction, update, improvement to, or create derivative works of, the Service or any part, feature, function or user interface thereof;
(g) disassemble, decompile, or otherwise seek to obtain or derive the source code, algorithms, parameters used by the Service, file formats or non-public APIs to the Service;
(h) use the Service to directly or indirectly build a competitive product or service using similar ideas, features, functions or graphics;
(i) remove or obscure any proprietary notices;
(j) publish any benchmark tests or competitive analyses based on use of the Service, or conduct any stress or penetration tests;
(k) attempt to circumvent any measurements of use or access of the Service; or
(l) use the Service in a manner that violates Applicable Law.
3. Third Party Systems and Data.
(a) Merchant controls third party data, services, or applications that interoperate with the Service (“Third Party Systems”) and any terms associated with such Third Party Systems are solely between Merchant and the respective providers of such Third Party Systems. Merchant is responsible for (i) obtaining and maintaining Third Party Systems necessary to use the Service, (ii) complying with third-party terms, policies and licenses governing Third Party Systems; and (iii) maintaining the security of Third Party Systems. BADGER.AI DOES NOT ENDORSE, RECOMMEND OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THRID PARTY SYSTEMS AND WILL NOT BE RESPONSIBLE FOR (I) ANY LIMITATIONS, DELAYS, DELIVERY FAILURES AND OTHER PROBLEMS INHERENT IN THEIR USE; (II) THE ACCURACY, AVAILABILITY OR RELIABILITY OF ANY PRIVACY PRACTICES, INFORMATION, CONTENT, GOODS, DATA, OPINIONS, ADVICE OR STATEMENTS MADE IN CONNECTION WITH THEIR USE; OR (III) ANY DAMAGE, LOSS OR LIABILITY RESULTING FROM THEIR USE. CUSTOMER CLAIMS RELATING TO THIRD PARTY SYSTEMS WILL BE SOLELY BETWEEN CUSTOMER AND THE PROVIDER OF SUCH THIRD PARTY SYSTEMS.
(b) Merchant is solely responsible for compliance with the Telephone Consumer Protection Act (the “TCPA”), the Telemarketing Sales Rule, (the “TSR”), the Telemarketing and Consumer Fraud and Abuse Protection Act (the “TCFA”), and any related rules and regulations promulgated by the Federal Trade Commission under the TCPA, TSR, TCFA or other similar consumer protection laws (collectively, “Consumer Protection Laws”), including obtaining any necessary consents or permissions from Customers to receive text or voice communications from BadgerAI, honoring all optout requests, and maintenance of Customer records relating to consents/optouts/opt-ins. Merchant understands and agrees that text and voice messages sent to Customers through the Service will be generated using artificial intelligence and automated technology, and as such are subject to the TCPA and other Consumer Protection Laws. BadgerAI does not warrant that the formats of messaging to Customers complies with the Consumer Protection Laws and shall have no liability to you for violations of such laws. BADGERAI MAKES NO WARRANTY REGARDING COMPLIANCE WITH CONSUMER PROTECTION LAWS, WHICH IS SOLELY MERCHANT’S RESPONSIBILITY.
4. Fees.
(a) All amounts set forth in the Order Form will be invoiced as set forth in the Order Form and be non-refundable upon payment. Invoices will be due and payable using the Payment Method set forth in the Order Form.
(b) BadgerAI may increase any fees for any renewal of the Subscription Term with written notice sixty (60) days prior to the commencement of such renewal.
(c) If any amount owing by Merchant is thirty (30) or more days overdue, BadgerAI reserves the right to suspend the provision of Services until such overdue amounts are paid in full.
(d) All fees charged by BadgerAI are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Merchant is responsible for paying all Taxes associated with services it purchases from BadgerAI. If BadgerAI is obligated by law to pay or collect Taxes for which Merchant is responsible, BadgerAI will invoice Merchant and Merchant will pay that amount unless Merchant can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Merchant will provide BadgerAI any information it reasonably requests to determine whether BadgerAI is obligated to collect Taxes. BadgerAI is solely responsible for taxes assessable against its income, property, and employees.
5. Merchant Data.
(a) BadgerAI maintains appropriate administrative, technical and organizational safeguards for protection of the security, confidentiality and integrity of data provided by Merchant to the Service (“Merchant Data”) under its control. Such safeguards include measures that are designed to protect Merchant Data from unauthorized access, processing, loss, or disclosure other than by Merchant and its Users. BadgerAI will not disclose such Merchant Data to any third party, except as required by a court of competent jurisdiction or a binding regulatory authority. Merchant and BadgerAI will cooperate to ensure that Merchant Data does not contain any payment credentials from Customers and if BadgerAI discovers any such information is obtained, BadgerAI will delete such information immediately.
(b) Merchant grants BadgerAI the right to use Merchant Data to provide and improve the Service, including BadgerAI’s use of Aggregated Insights to improve the technology it uses to provide the Service. No Merchant Data will be used or shared for marketing to Customers except as expressly directed by Merchant. Where required by Applicable Laws, Merchant will obtain consent from each Customer for the collection, processing, storage, and use of Merchant Data by BadgerAI, its Affiliates and where applicable, service providers who provide certain offerings as part of the Services, and the transfer of Merchant Data to and between BadgerAI and service providers for the purposes permitted under this paragraph.
(c) BadgerAI retains information from or about the Customers or their devices for so long as necessary to fulfill the purposes outlined by the Merchant. When the information is no longer necessary for these purposes, within one year, BadgerAI deletes it or anonymizes it to place it in a form that removes all identifiable information about the Customers, unless BadgerAI is required by law to keep this information for a longer period. When determining the retention period, BadgerAI takes into account various criteria, such as the amount, nature and sensitivity of the Customers’ Personal Information, the potential risk of harm from unauthorized use or disclosure of such Personal Information, the type of products and services requested by or provided to the Customers, the nature and length of the relationship with the Customers, possible re-enrollment with products or services, the impact on the Service if information from or about the Customers is deleted, mandatory retention periods provided by Applicable Laws.
(d) Merchant will have the role of the data controller and BadgerAI will have the role of the data processor or service provider pursuant to the applicable data protection and privacy rules. BadgerAI will use, collect and store Merchant Data in accordance with BadgerAI’s privacy policy, which can be found at: https://www.agentbadger.ai/privacy-policy (the “BadgerAI Privacy Policy”).
(e) BadgerAI will use commercially reasonable efforts to cooperate with Merchant so that Merchant can satisfy any obligations Merchant may have to its Customers under Applicable Laws concerning access, correction and deletion rights with respect to Personal Information. Merchant will post and maintain a privacy notice on Merchant’s website and/or other appropriate location (i) to provide each Customer the requisite rights, notices, data analytics, legal terms and opt-out provisions (and notice thereof) as required to comply at a minimum with all applicable laws, rules or regulations, in each jurisdiction in which the Service is used, and (ii) adequately protects BadgerAI’s ability to provide the Service.
(f) Access to the Service involves (i) transmissions over networks not owned by BadgerAI; (ii) use of third party telecommunications services for text and voice communications, (iii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iv) transmission to cloud service providers. BadgerAI is not responsible for Merchant Data that is lost, altered, intercepted or stored without authorization during the transmission of, or storage on, networks not owned by BadgerAI.
6. Confidentiality. [H1]
(a) A Party that receives Confidential Information (a “Recipient”) shall not use any Confidential Information it receives from the other Party (the “Discloser”) for any purpose except the Purpose. Subject to Section 6(c) below, Recipient shall not disclose any Confidential Information to third parties or to Recipient’s own Personnel, except that Recipient may disclose Discloser’s Confidential Information to Personnel of Recipient who are required to have such information in order to fulfill the Recipient’s obligations or exercise Recipient’s rights under this Agreement (“Representatives”).
(b) Recipient shall use commercially reasonable measures to protect the secrecy of Discloser’s Confidential Information and avoid its disclosure and unauthorized use. Recipient shall also take at least those measures that Recipient employs to protect its own confidential information of a similar nature. Recipient shall ensure that its Representatives who have access to Confidential Information of Discloser are bound by a written agreement that contains obligations at least as protective of Discloser and its Confidential Information as the provisions of this Agreement. Recipient shall not remove any proprietary rights notices from any documents, media, or authorized copies thereof. Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser’s Confidential Information of which Recipient becomes aware.
(c) Notwithstanding anything to the contrary herein, Recipient may disclose Confidential Information to the extent required to do so pursuant to a lawful order of a court of competent jurisdiction or a demand of a government entity with binding regulatory authority. To the extent permitted by law, the Recipient will (i) give prompt notice to Discloser and delay disclosure in order to allow Discloser to petition against such order or requirement and seek confidential treatment of the Confidential Information, and reasonably cooperate with Discloser’s efforts to do so, and (ii) to the extent such efforts are not successful, limit disclosure to only disclosures that are legally mandated.
(d) Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Discloser, and that in addition to all legal remedies, Discloser will be entitled to seek injunctive relief in any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond.
(e) Merchant’s obligations under this Section 6 with respect to Confidential Information about the Service, and BadgerAI’s obligations with respect to Merchant Data, will survive this Agreement indefinitely. All other obligations will survive for five years after the termination or expiration of this Agreement.
7. Intellectual Property.
(a) As between the Parties: (i) BadgerAI owns all right, title and interest in and to the Service and Aggregate Insights, including in each case all associated Intellectual Property Rights, copies, modifications, improvements, extensions and derivative works thereof, and (ii) Merchant owns all right, title and interest in and to Merchant Data.
(b) Merchant may, at its sole discretion, provide ideas, suggestions, or feedback on the Service to BadgerAI (“Feedback”). If Merchant choose to provide such Feedback, BadgerAI and its successors and assigns shall have a perpetual, worldwide and irrevocable right to use such Feedback for any purpose without any duty to account or obligation of any kind.
8. Warranty.
(a) Each Party represents and warrants that (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation and has full power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (iii) its execution, delivery, and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it may be a Party.
(b) BadgerAI warrants that the Completed Reviews will contain an accurate report of the information received from an authenticated customer of Merchant and a readable statement that accurately reflects such information and conforms with the format for publishable reviews.
(c) EXCEPT AS EXPRESSLY PROVIDED HEREIN OR AS OTHERWISE EXPRESSLY PROVIDED IN ANY ORDER FORM, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, BOTH EXPRESS AND IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEAL OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY, REPRESENTATION, OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE FOR ANY OF THE PRODUCTS, SERVICES, TECHNOLOGY PROVIDED UNDER THIS AGREEMENT OR ANY ORDER FORM. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE, TECHNOLOGY, AND ALL OTHER INFORMATION CONTAINED OR MADE AVAILABLE HEREIN ARE PROVIDED ON AN "AS IS,' "AS AVAILABLE" "WITH ALL FAULTS" BASIS WITHOUT WARRANTY OF ANY KIND AND EACH PARTY'S USE OF ANY OF THE FOREGOING IS AT SUCH PARTY'S OWN RISK. NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES, PERSONNEL, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE SERVICE, INFORMATION, OR TECHNOLOGY CONTAINED OR MADE AVAILABLE HEREUNDER WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE OR ERROR-FREE AND EACH PARTY ACKNOWLEDGES THAT TECHNOLOGY MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, AND DELAYS.
9. Term and Termination.
(a) This Agreement will commence as of the Effective Date of the first Order Form entered by the Parties and will terminate upon the expiration of the last applicable Subscription Term (the "Term"), unless earlier terminated in accordance with the provisions of this Agreement.
(b) Either Party may terminate this Agreement and/or any Order Form on prior written notice if the other Party materially breaches this Agreement.
(c) Merchant may terminate at any time for any reason, provided, that, upon such termination without cause, BadgerAI may charge Merchant for all amounts to be paid during the current and any renewed Subscription Term.
(d) Merchant will remain obligated to pay BadgerAI all undisputed fees incurred prior to the date of termination and abide by the surviving obligations of the MNDA upon termination.
10. Indemnity.
(a) BadgerAI will indemnify and hold Merchant harmless from any damages or costs awarded against Merchant (including reasonable attorneys’ fees) resulting from any third-party allegations or claims (“Claims”) resulting from (i) the infringement of the Service of any patents, copyrights, trademarks or legally protectable trade secrets owned by any third party; provided, that such claims do not result from the modification of the Service in a manner not expressly authorized by BadgerAI or the combination of the Service with products, services, third party data sources, or other technology not provided by BadgerAI, or (ii) gross negligence or willful misconduct by BadgerAI or its Personnel in connection with providing the Service. BadgerAI will not have any obligation under this Section if a Claim results from circumstances set forth in Section 10(b) below.
(b) Merchant will defend, indemnify, and hold harmless BadgerAI and its Personnel, from and against any and all damages or costs resulting from Claims arising out of (i) any unauthorized, illegal, or inappropriate uses of the Service or use, retention, or disclosure of Personal Information that violates Merchant’s contractual or other legal obligations as a controller of such information, or any act or omission by Merchant or Third-Party Systems giving rise to liability under Consumer Protection Laws; (ii) any continued Merchant use of the Service after receiving notice from BadgerAI of a potential claim or use instructions or suggested modifications that would have avoided such a claim, or (iii) any gross negligence or intentional misconduct by Merchant or Merchant’s Personnel in the use of the Service.
(c) In order to seek indemnification, the Party seeking indemnification (the “Indemnified Party”) must (i) provide the other Party (the “Indemnifying Party“) prompt written notice of the third party claim for which Indemnified Party seeks to be indemnified, (ii) give the Indemnifying Party sole control of the defense and settlement of such claim, provided that the Indemnified Party will have the right to reject any settlement that does not release the Indemnified Party of all liability related to such claim, and (iii) reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense.
11. Limitation of Liability. EXCEPT FOR A BREACH OF OBLIGATIONS UNDER SECTIONS 6 AND 10 AND CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY WILL NOT BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF INCOME, PROFITS OR DATA, EVEN IF IT HAS BEEN ADVISED OF, OR HAD REASON TO KNOW OF, THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNT FOR ALL CLAIMS GREATER THAN THE TOTAL FEES THAT A PARTY IS OBLIGATED TO PAY PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST APPLICABLE CLAIM. THIS CAP UPON LIABILITY SHALL NOT APPLY TO THE CLAIMS OF EITHER PARTY OR ITS AFFILIATES AGAINST THE OTHER PARTY OR ITS RESPECTIVE AFFILIATES FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
12. Subcontractors. BadgerAI may use the services of subcontractors in the performance of its obligations under this Agreement, provided that (a) BadgerAI will remain liable for all responsibilities and obligations of BadgerAI under the terms and conditions of this Agreement, even if some of the responsibilities and obligations are performed by BadgerAI’s subcontractors; and (b) BadgerAI enters into a written agreement with any subcontractor that requires the subcontractor to abide by and be subject to the terms and conditions of this Agreement that are applicable to BadgerAI. For the avoidance of doubt, providers of Third Party Systems who directly contract with Merchant will not constitute “subcontractors” under this paragraph.
13. Miscellaneous. The terms of Schedule 2 will further apply to this Agreement as if set forth herein.
SCHEDULE 1
Definitions
1. “Affiliate” means, with respect to a Party, any present or future entity that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with that Party. "Control" means the power to direct or cause the direction of the management, policies, or affairs of an entity, whether through ownership of securities or other ownership interests, by contract, or otherwise.
2. “Aggregated Insights” means insights, observations, and correlations between various measurements and attributes from the Merchant Data provided that excludes any Personal Information about Customers or information that can be identified with specific Customers.
3. “Applicable Laws” means collectively all laws, regulations, rules, ordinances, guidelines, or judicial and administrative orders now in effect or hereinafter enacted or adopted, as amended from time to time, in the United States of America, applicable to BadgerAI, Merchant, their respective Affiliates, and their customers and employees as provided in the Agreement.
4. “Completed Review” means a customer’s review of Merchant’s products or services gathered using the Services, including (a) a file with a complete record of the information obtained from the customer, and (b) a readable edited statement based on such information that can be submitted for publication on a review site.
5. “Confidential Information” all information and materials, whether relating to business or technical matters, that was either (i) marked as confidential or designated verbally as such at the time of the disclosure, or (ii) would be reasonably understood as confidential by recipient. Confidential Information will not include information which:
(i) is now, or in the future becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;
(ii) is information which the receiving party had rightfully in its possession without restriction as to use or disclosure before receiving such information from the disclosing party;
(iii) is rightfully obtained by the receiving party from a third party, without restriction as to use or disclosure;
(iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession and prepared contemporaneously with such independent development; or
(v) is disclosed with the prior written consent of the disclosing party.
6. “Harmful Code” means any security defect, including any malware, vulnerability, virus or any mechanism, including any worm, lock, drop-dead device, Trojan horse routine, trap door, time bomb, or any similar code or instruction that will (i) delete, disable, interfere with, or otherwise harm the software, hardware, data, or other programs or products of a Party; or (ii) make the software inaccessible to a Party; or (iii) permit any third party to access a Party's data or systems or take any of the actions described in subsection (i).
7. “Intellectual Property Rights” means all of the following in the United States or any jurisdiction throughout the world: (a) patents, patent applications, continuations, divisions, invention disclosures and all other rights of inventorship; (b) trademarks, service marks, trade dress, and any other indicia of origin, or registrations or applications thereto; (c) all works of authorship, mask works, or other copyrightable works, whether registered as copyrights or unregistered, and all pending applications for the same, all associated moral rights and special rights of authorship; (d) any information protected as trade secrets under Applicable Laws; and (e) rights of publicity (including names, images, likenesses, and personas).
8. “Personal Information”means non-public, personallyidentifiable information related to a Party’s or its Affiliates' customers, Personnel, or other third parties.
9. “Personnel” means the employees and contractors of a Party or its Affiliates and their respective employees and contractors.
SCHEDULE 2
General Terms and Conditions
1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral, prior or contemporaneous agreements or understandings with respect thereto. No course of dealing or usage of standard terms and conditions attached to any order forms may be used to modify the terms hereof.
2. No Oral Modification or Waiver. No modification, extension, or waiver of or under this Agreement will be valid unless made in writing and signed by an authorized representative of the Party alleged to have made such modification, extension or waiver. No written waiver, or other failure to enforce any obligation or condition, will constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.
3. Signatures, Electronic Delivery. This Agreement, any written amendments hereto, and any Order Form must be signed by each Party in either wet or electronic signature to be binding. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original thereof and which will constitute the same agreement. The Parties may exchange the signed documents electronically. If either Party receives notice that the transmission of an executed document has failed (e.g., email bounce back" or similar failure to deliver), then it will promptly notify the other Party, and the Parties will determine an alternate delivery method.
4. Unenforceability. If any provision of this Agreement is found by a court of competent jurisdiction or an arbitrator to be unenforceable or invalid, the unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole: rather, this Agreement will be construed as if not containing the particular invalid or unenforceable provision or portion thereof, and the rights and obligations of the Parties will be construed and enforced accordingly. In that event, the Parties will negotiate in good faith a replacement provision that would best accomplish the objectives of the unenforceable or invalid provision within the limits of Applicable Law.
5. Assignment. Neither Party may assign or transfer any right or obligation under this Agreement without the other Party’s prior written consent; any purported assignment violating the foregoing will be null and void; provided, that, in the event of an acquisition of a controlling interest of a Party, acquisition of substantially of a Party’s assets, or a Party’s merger with another entity, this Agreement may be assigned by such Party to any resulting successor-in-interest.
6. Survival. Any and all provisions, promises, and warranties contained in this Agreement, which by their nature or effect are required or intended to be observed, kept, or performed after termination of this Agreement (including prohibited use of the Service, intellectual property, representations and warranties, confidentiality, indemnities, limitation of liability, dispute resolution, and miscellaneous provisions), will survive the expiration or termination of this Agreement and remain binding upon and for the benefit of the Parties.
7. Force Majeure. Neither Party shall be liable for any failure or delay in performance if such performance is rendered impossible, hazardous, or is otherwise impaired due to circumstances beyond the reasonable control such Party, including but not limited to acts of god, epidemics, pandemics, fires, earthquakes, hurricanes, floods, or other severe weather, power failure, war, terrorist acts or threats, government order or regulation, or civil unrest. The foregoing shall not apply with respect to the timing of payment for any monetary amounts owed under this Agreement.
8. Independent Contractor. BadgerAI will perform this Agreement solely as an independent contractor and not as Merchant's agent or employee.
9. Arbitration. Except for actions for equitable relief, all claims or disputes between the Parties arising out of or relating to this Agreement, will be submitted to binding arbitration before JAMS under its comprehensive arbitration rules and procedures found here: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitration will take place at the tribunal office in San Jose, California. The Federal Arbitration Act shall govern the enforceability of this arbitration agreement. The award rendered by the arbitrator (or arbitrators, as applicable) will be final and specifically enforceable under Applicable Laws. The arbitrator’s award may be enforced by a court of competent jurisdiction. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law. Notice of the demand for arbitration must be filed in writing with the other Party and must be made within a reasonable time after the dispute was raised in accordance with this paragraph. No arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to this Agreement. Neither Party will appeal the award nor seek review, modification, or vacation of the award in any court or regulatory agency. The arbitrators will award to the prevailing Party, if any, as determined by the arbitrators, all of its costs and fees, which will include, and only include, the arbitrators' fees, administrative fees, reasonable travel expenses, and other out-of-pocket expenses directly related to conducting the arbitration, such as reasonable costs of copying and printing, telecommunications, witness fees and attorneys fees, in each case, only to the extent incurred prior to the arbitration award.
10. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to conflict of laws principles. Where the arbitration provisions of this Agreement are inapplicable, and except for actions for injunctive relief, any legal action brought under or in conjunction with this Agreement must be brought in a federal or state court located in County of Santa Clara in California and each Party hereby submits to the personal jurisdiction of such court and waives any objections to the laying of venue in such court.
11. Compliance with Laws. During the term of this Agreement, each Party and their respective Personnel will fully comply with all Applicable Laws in the performance of their obligations under this Agreement and use of any outputs provided by the Service.
12. Notices. All notices required in connection with this Agreement will be in writing will be given to the applicable contact persons at their listed address and e-mails in an applicable Order Form, will reference Order Form, and will be deemed given: (i) when delivered personally; or (ii) twenty-four (24) hours after having been sent via electronic mail. The parties may change the contact person and/or the contact person’s contact information upon written notice in accordance with this paragraph.
13. No Third Party Beneficiaries. There are no third party beneficiaries under this Agreement.
14. Certain Rules of Interpretation. When used herein, except where otherwise stated, (a) the words “include,” “includes” and including will not be exclusive nor limit the generality of the words preceding them and will mean “without limitation”; (b) all terms used in the singular will include the plural, and vice versa, as the context may require; (c) all use of disjunctive terms such as “or” or “either” will be inclusive, (d) all use of the term “will,” will means the Party described has an obligation and such use is not merely a description of future action, and (e) derivative forms of any capitalized term defined herein will have meanings correlative to the meaning specified. Section headings are inserted only for convenience and are not to be considered a part of this Agreement or be used to define, limit, or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require interpretation, the Parties hereby agree that the tribunal interpreting or construing the same will not apply a presumption that the terms of this Agreement will be more strictly construed against one Party than against the other.