Terms of service

This agreement

These terms are a contract between Briare Brothers LLC ("Badgewright", "we", "us") and the organization that signs up for the service ("you", "your"). They govern your use of the Badgewright application at app.badgewright.com, this website, and anything else we provide with them (together, the "Service").

You accept these terms by creating an organization or by using the Service. If you are accepting on behalf of an employer, a school or a district, you confirm you are authorised to bind it, and "you" means that body and not you personally.

The following documents form part of this agreement, and in this order of precedence where they conflict:

1. any written order form or addendum we have both signed;
2. the student data addendum, where you are an educational institution;
3. the data processing addendum;
4. these terms;
5. the acceptable use policy and the privacy policy.

Accounts and organizations

A sign-in belongs to a person; the data belongs to an organization. One sign-in may belong to more than one organization, and leaving an organization does not delete the person's sign-in or the records they created, because those records belong to the organization.

You decide who has access and what they may do, using the permissions the Service provides. You are responsible for the accounts you invite and for what they do. Everyone who signs in must be a named individual: shared logins defeat the audit log, and the audit log is most of what makes this defensible for you.

Two-factor authentication is available to every user on every plan, and you may require it for everyone in your organization. We strongly recommend you do.

You must tell us promptly at security@badgewright.com if you believe an account has been compromised.

Free trial

A new organization gets 14 days of the whole Service, with room for 10,000 records. We do not ask for a payment card to start one.

When the trial ends without a subscription, we write to your organization's owners asking you to choose a plan. Nothing is deleted at that point: you can still sign in and export your data, and everything is as you left it when you subscribe. We reserve the right to withdraw write access from an organization that has not chosen a plan, so that it can view and export but not add or import records or print. Section 6 says how long a dormant organization is kept.

Plans, records and fees

Plans differ by one thing: how many records you may hold across all your datasets.

Prices are in US dollars and exclude sales tax, which is added at checkout where your state taxes software subscriptions and is shown on your invoice. Above 10,000 records, write to hello@badgewright.com and we will quote.

A record is one person in one dataset. We count active records; deleted records do not count, and users, templates and printed cards are never counted. Reaching your limit pauses adding and importing records only. Printing, editing, exporting and deleting keep working, so a limit never stops you issuing a card to somebody already on file.

You may change plan or billing period at any time. A change takes effect immediately, with the difference prorated. If you move to a plan smaller than your current record count you keep all your data and can print and edit, but cannot add records until you are under the limit.

Payment, renewal and failure

Payments are taken by Stripe, our payment processor. We do not see or store your card number; Stripe does, under its own terms. Fees are charged in advance for the billing period you chose.

A subscription renews automatically at the end of each period, on the same terms, at the price then published unless we have told you otherwise at least 30 days beforehand. You may cancel at any time before a renewal, through the billing page, and there is no notice period and no cancellation fee.

If a payment fails you have 7 days to fix it, we will write to remind you, and nothing changes in that time. After 7 days we may withdraw write access until the payment goes through; you can still sign in, view everything and export it.

Fees already paid are not refundable except where the law requires it, or where we have materially failed to provide the Service and you tell us within the period you paid for. We would rather refund you than argue.

Cancelling, and what happens to your data

You may cancel at any time. Cancellation stops the next renewal; it does not refund the current period, and you keep full use until that period ends.

After the paid period ends, we keep your data for 90 days, during which you can sign in, export your data, and resubscribe to pick up exactly where you left off. After 90 days it is deleted, in the way section 11 of the data processing addendum describes: really deleted, photographs included, not flagged and kept.

You may ask us to delete your organization sooner, at any time, by writing to support@badgewright.com from an owner's address, and we will. Where you are an educational institution, the deletion timetable in the student data addendum applies instead of this one, and it is shorter.

Export is not a paid feature and never will be. Charging for the exit while holding the data is the practice this clause exists to promise we will not adopt.

Your data stays yours

"Customer Data" means everything you put into the Service or generate with it: your datasets, your records and the values in them, the photographs you upload or capture, your card designs, your printer profiles and your print history.

As between us, Customer Data is yours. You own it, and we claim no licence to it beyond the narrow one we need to run the Service for you: to store it, process it, transmit it, back it up, render it onto a card and show it to the people you have given access. That licence exists to operate the Service and for nothing else, and it ends when the data is deleted.

We will not:

• sell, rent or share Customer Data, in any sense of those words, including the meanings the CCPA gives them;
• use it for advertising, or to build a profile of anyone;
• use it to train machine learning models, ours or anyone else's;
• use it to develop or improve anything other than the Service we provide to you;
• access it except as section 8 allows.

You are responsible for having the right to put Customer Data into the Service, including any consent or notice the law requires for photographs of people, and children in particular.

What we undertake

We will:

• provide the Service with reasonable skill and care;
• keep Customer Data in the United States, and tell you before that changes;
• maintain the security measures described in the data processing addendum, and not materially reduce them during your subscription;
• keep the list of subprocessors current, and give notice before adding one, as that page sets out;
• notify you without undue delay, and in any event within 72 hours of becoming aware, of any breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of Customer Data;
• let you export your data at any time: any dataset as a CSV file from within the Service, and a complete export, photographs and card designs included, produced on request to support@badgewright.com.

Our access to your data

We access Customer Data only to run the Service, to fix a fault, to act on a support request from you, or where the law compels us. Administrative actions that could affect your data, such as clearing a locked-out user's second factor or deleting an organization, are scheduled rather than immediate, email every owner of the organization before they happen, can be cancelled by you, and are recorded in the audit log. We tell you this because you cannot audit what you are not told about.

What you undertake

You will use the Service in accordance with the acceptable use policy, and you will not:

• resell, sublicense or provide the Service to anyone outside your organization;
• copy, modify, reverse engineer or attempt to derive the source code of the Service, except to the extent the law says you may despite a clause like this one;
• use the Service to store or transmit anything unlawful, or anything you have no right to hold;
• probe, scan or test the security of the Service, other than under section 9.1;
• interfere with the Service or the infrastructure it runs on, or attempt to reach another customer's data.

9.1 Security research

We would much rather hear from you than not. If you find a vulnerability, tell us at security@badgewright.com. We will not pursue or support any legal claim against anyone who reports a vulnerability in good faith, tests only against their own organization's data, does not degrade the Service for anyone else, does not access or retain another customer's data, and gives us a reasonable chance to fix the problem before telling anyone else.

Privacy and data protection

For personal data in Customer Data, you are the controller (and, under US state privacy laws, the business) and we are the processor (the service provider). The data processing addendum sets out the terms of that, is incorporated into this agreement, and needs no separate signature; we will sign a copy if your procurement requires one.

If you are an educational institution, or a service provider to one, the student data addendum also applies. It records that we act as a school official with a legitimate educational interest under FERPA, under your direct control, and it is written to satisfy state student data privacy statutes.

The privacy policy describes the personal data we handle as controller, which is essentially the people who sign in and the people who write to us.

Our intellectual property, and feedback

We own the Service and everything in it other than Customer Data: the software, the designs, the documentation, the name and the marks. You get the right to use it for the term of your subscription, and nothing more is granted by implication.

The starter datasets, starter card designs and sample content we ship are yours to use, change and keep, inside your own organization, for as long as you like.

If you send us an idea or a suggestion, we may act on it without owing you anything, and we may do so for every customer. You keep every right you already had in it: we take a licence to use it, not ownership of it, and nothing here stops you doing whatever else you want with your own idea.

Availability, changes and support

We aim to keep the Service available and to do disruptive work outside United States school hours, but we do not commit to an uptime percentage. We would rather tell you that than publish a number nothing measures. If that changes, it will change by us publishing a service level agreement we can actually report against, not by us quietly meaning one.

We may change the Service. We will not make a change that materially reduces its core functionality during a period you have paid for; if we do, tell us and you may cancel and have the unused part of that period refunded.

Support is by email, to support@badgewright.com, on every plan. We do not promise a response time, for the same reason we do not promise an uptime figure. In practice you are writing to a small team and you will usually hear back the same working day.

Suspension and termination

We may suspend the Service, or part of it, where there is a genuine security risk to you or to others, where the law requires it, or where use is materially breaching section 9 or the acceptable use policy. We will tell you why, we will limit the suspension to what the problem requires, and we will restore the Service as soon as it is resolved. Except where an immediate suspension is needed to stop harm, we will give you notice and a chance to put it right first.

Either of us may terminate this agreement for material breach that is not cured within 30 days of written notice describing it. Either of us may terminate immediately if the other becomes insolvent.

If we terminate or suspend, your data is not hostage. We will give you at least 30 days from termination to take your data out, whatever the reason for the termination, unless a court orders otherwise. If we discontinue the Service entirely, we will give you at least 90 days' notice and refund the unused part of anything you have paid.

Warranties and disclaimers

We warrant that we have the right to provide the Service, that it will perform materially as our published documentation describes, and that we will not knowingly introduce malicious code into it.

Otherwise, and to the extent the law allows, the Service is provided as is, and we disclaim the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In particular we do not warrant that the Service will be uninterrupted or error-free, and we do not warrant the behaviour of your card printer, its driver, or your browser's print dialog, none of which are ours.

Some states do not allow the exclusion of certain warranties, in which case the exclusions above apply only as far as that state allows.

Indemnities

We will defend you against a third-party claim that the Service, used as permitted, infringes that party's US patent, copyright or trademark, and we will pay the damages finally awarded or the settlement we agree. If the Service becomes subject to such a claim we may modify it, obtain a licence for it, or terminate the affected part and refund the unused fees. This does not apply to a claim arising from Customer Data, from use contrary to this agreement, or from anything we changed at your request.

You will defend us against a third-party claim arising from Customer Data, including a claim that you had no right to hold or use a photograph or a record, and from your use of the Service in breach of section 9 or the acceptable use policy.

In each case the party seeking cover must notify the other promptly, give it control of the defence, and co-operate reasonably. Neither may settle in a way that admits fault by the other without consent.

Limitation of liability

Neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, however caused.

Each party's total liability arising out of this agreement is limited to the fees you paid or owed in the 12 months before the event giving rise to the claim.

These limits do not apply to:

• your obligation to pay fees;
• either party's indemnity obligations under section 15;
• our breach of the data protection obligations in the data processing addendum or the student data addendum, including a breach of security caused by our failure to maintain the safeguards we describe;
• fraud, wilful misconduct, gross negligence, or anything else the law does not permit to be limited.

The third exclusion is deliberate and is not standard. A cap that would let us pay a few hundred dollars for losing a school's photographs of its children is not a cap anyone should accept, and we would rather not be offered it.

Confidentiality

Each of us may learn confidential information of the other. Each will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound to keep it confidential.

This does not cover information that is public through no fault of the recipient, was already known to it free of any duty, or is independently developed without using the other's information. Where disclosure is legally compelled, the recipient will give notice first if it lawfully can, so the other can object.

Customer Data is your confidential information, whether or not it is marked as such.

Changes to these terms

We may change these terms. For any change that materially affects your rights we will give you at least 30 days' notice, by email to your organization's owners and by posting the new version here with a new effective date. The current version applies until then.

If a material change is unacceptable to you, tell us before it takes effect and you may terminate and have the unused part of your current period refunded. Continuing to use the Service after a change takes effect means you accept it.

We keep previous versions and will send you any of them on request.

General

19.1 Whole agreement

These documents are the whole agreement between us about the Service and replace anything said beforehand. Nothing in this clause limits liability for fraud.

19.2 Assignment

Neither of us may assign this agreement without the other's consent, except to a successor of substantially all of its business, and, if we do that, we will tell you.

19.3 Governing law and venue

This agreement is governed by the law of the State of California, without regard to conflict of laws rules, and the courts of Ventura County, California have exclusive jurisdiction. If you are a public body that cannot agree to that, which is true of many school districts, tell us: we will sign your jurisdiction instead, and we would rather do that than lose the clause a procurement office cannot approve.

There is no arbitration clause and no class action waiver in this agreement. We did not want either.

19.4 Publicity

We will not name you as a customer, or use your name or logo, without your written permission each time.

19.5 Notices

Notices to you go to the email addresses of your organization's owners. Notices to us go to legal@badgewright.com and, where a document requires it in writing, to Briare Brothers LLC, 30 N Gould St Ste N, Sheridan, WY 82801.

19.6 Severability and waiver

If a court finds a provision unenforceable, the rest stands and that provision is narrowed to what is enforceable. Not enforcing something once does not waive it.

19.7 No third-party rights

Nobody other than you and us may enforce this agreement, except that a person indemnified under section 15 may rely on it.

19.8 Force majeure

Neither of us is liable for failure caused by something genuinely outside its reasonable control. This does not excuse paying money that is owed, and it does not excuse a failure of security measures we undertook to maintain.

How to reach us

Briare Brothers LLC, 30 N Gould St Ste N, Sheridan, WY 82801. Contract and legal: legal@badgewright.com. Support: support@badgewright.com. Privacy: privacy@badgewright.com. Security: security@badgewright.com.