Terms of Service
Last modified on August 27, 2024
PLATFORM LICENSE AGREEMENT TERMS AND CONDITIONS
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS (THIS “AGREEMENT”), AGREEING TO AN ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT (AN “ORDERING DOCUMENT”), OR OTHERWISE USING OR ACCESSING THE BADGE PLATFORM (AS DEFINED BELOW), YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” REFERS TO THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE BADGE PLATFORM.
This Agreement, by and between Customer and Badge Group, Inc. (“Badge”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer’s use of Badge’s software-as-a-service platform that permits Customer to create mobile wallet passes for Customer’s end users, including any associated software, documentation, or data (the “Badge Platform”). Each of Badge and Customer may be referred to individually as a “Party” or collectively as the “Parties.”
1. Definitions
Customer Content: All information, data, content, and materials provided by or on behalf of Customer to Badge, including transaction information, Customer-created content, and any other related materials.
Customer Data: All information and data of Customer, Authorized Users, and End Users collected, managed, or added via the Badge Platform, including personal and transactional details.
Confidential Information: Any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”). Confidential Information does not include information that is publicly known, independently known to the Receiving Party, or lawfully obtained from a third party.
Proprietary Rights: All rights to intellectual property, including copyrights, trademarks, patents, and trade secrets.
Badge Technology: The Badge Platform, Badge Certificate of Ownership, and all related intellectual property, methodologies, algorithms, software, and know-how.
2. Access to the Badge Platform
2.1 Access Grant. Badge grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Badge Platform for creating and managing mobile wallet passes and related push notifications for End Users, subject to the terms and conditions of this Agreement.
2.2 Authorized Users. Access to the Badge Platform is limited to Customer's employees or contractors authorized to use it (“Authorized Users”). Customer is responsible for ensuring Authorized Users’ compliance with this Agreement and for maintaining the confidentiality of all login credentials.
2.3 End Users. Customer may permit its customers and end users (“End Users”) to use the Badge Platform solely for mobile wallet passes created by Customer. End Users must agree to Badge’s end user agreement, which Badge may amend at its discretion.
2.4 Certificate of Ownership. Badge manages a pass-signing certificate for Customer. Badge retains all rights to the Badge Certificate of Ownership unless it allows Customer to provide its own certificate, in which case Customer retains ownership.
2.5 License Restrictions. Customer shall not permit unauthorized access to the Badge Platform and must notify Badge of any unauthorized use. Customer and Authorized Users are prohibited from reverse engineering, modifying, or creating derivative works of the Badge Technology, among other restrictions.
3. API License and Feedback
3.1 API License. Badge is granted a non-exclusive, royalty-free license to access and use Customer’s API and data feeds to enable interoperability with the Badge Platform.
3.2 Feedback. Customer may provide suggestions or feedback to Badge. Badge has the right to use such feedback without restriction or obligation.
4. Third-Party Applications and Wallet Terms
4.1 Third-Party Applications. The Badge Platform may include third-party services and applications. Badge disclaims all warranties regarding Third-Party Applications. Customer is responsible for complying with third-party terms.
4.2 Wallet Terms. In connection with Badge’s provision of the Badge Platform, Badge has agreements with Apple Inc. (for Apple Wallet) and Google (for Google Wallet). These agreements require Customer to agree to certain terms and conditions regarding the use of the Badge Platform (the “Wallet Terms”). These Wallet Terms include, but are not limited to, the following:
Badge may update the Wallet Terms from time to time at its sole discretion. The Parties agree that the Wallet Terms are incorporated herein by reference. Customer (i) has read and fully understands the Wallet Terms and (ii) agrees to the Wallet Terms. If Customer (or any End User) fails to comply with the applicable Wallet Terms, Badge may, at its sole discretion, immediately terminate this Agreement or limit, suspend, or terminate Customer’s (or such End User’s) access to and use of the Badge Platform.
5. Ownership and Rights
5.1 Customer Data. Customer owns all Customer Data and grants Badge a license to use it to perform its obligations under this Agreement. Badge may also create and use anonymous data derived from Customer Data for improving its products and services.
5.2 Customer Marks and Content. Customer grants Badge a license to use Customer’s trademarks, service marks, logos, and content on the Badge Platform for marketing and promotional purposes.
5.3 Reservation of Rights. Badge retains all rights to the Badge Technology. Customer retains all rights to its intellectual property and Customer Data.
6. Customer and Badge Obligations
6.1 Customer Obligations. Customer is responsible for providing and maintaining accurate Customer Content and for resolving any disputes with End Users regarding transactions on the Badge Platform.
6.2 Badge Obligations. Badge will use reasonable efforts to provide and maintain the Badge Platform and will not be liable for third-party content.
7. Payment Terms
7.1 Fees. Customer will pay Fees as specified in the Ordering Document. All payments are non-cancelable and non-refundable unless otherwise stated.
7.2 Payment Terms. Customer must provide payment information and authorize Badge to charge for any applicable fees. Late payments may incur interest or result in suspension of access.
7.3 Taxes. Customer is responsible for all taxes arising from this Agreement, except for those based solely on Badge’s income.
8. Confidentiality and Data Security
8.1 Confidentiality. Each Party agrees to protect the other’s Confidential Information and to use it only as permitted under this Agreement.
8.2 Data Security. Badge will use commercially reasonable efforts to protect Customer Data from unauthorized disclosure, destruction, or alteration.
8.3 Personal Information. Badge will handle Personal Information in compliance with applicable laws and Customer’s instructions.
9. Representations and Warranties; Disclaimer
9.1 Mutual Representations. Each Party represents that it has the authority to enter into this Agreement and will comply with all applicable laws.
9.2 Customer Representations. Customer represents that its intellectual property and data do not infringe any third-party rights.
9.3 Disclaimer. THE BADGE PLATFORM IS PROVIDED "AS IS." BADGE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Indemnification
10.1 Customer Indemnification. Customer agrees to indemnify Badge against any claims arising from Customer’s breach of this Agreement or use of the Badge Platform.
10.2 Badge Indemnification. Badge agrees to indemnify Customer against claims that the Badge Platform infringes third-party rights, subject to specific conditions.
11. Limitation of Liability
11.1 Consequential Damages. Neither Party will be liable for any indirect, incidental, or consequential damages.
11.2 Limitation of Liability. Badge’s liability for any claims will not exceed the fees paid by Customer in the twelve months preceding the claim.
12. Term and Termination
12.1 Term. This Agreement commences on the Effective Date and continues for one year, renewing automatically unless terminated.
12.2 Termination for Convenience. Either Party may terminate this Agreement with thirty days' notice.
12.3 Termination for Cause. Either Party may terminate this Agreement immediately for cause, including material breach or insolvency.
12.4 Effects of Termination. Upon termination, all rights granted under this Agreement will cease, and any outstanding fees will become payable.
13. Miscellaneous
13.1 Assignment. Neither Party may assign this Agreement without the other Party’s consent, except in specific circumstances.
13.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.
13.3 Governing Law. This Agreement is governed by the laws of California, and any disputes will be resolved in courts located in San Francisco, California.
13.4 Force Majeure. Neither Party will be liable for delays caused by events beyond their control, such as natural disasters or acts of war.
13.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in effect.
13.6 Public Announcement. Neither Party will make public announcements about this Agreement without the other Party’s consent.
- Customer Content: All information, data, content, and materials provided by or on behalf of Customer to Badge, including transaction information, Customer-created content, and any other related materials.
- Customer Data: All information and data of Customer, Authorized Users, and End Users collected, managed, or added via the Badge Platform, including personal and transactional details.
- Confidential Information: Any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”). Confidential Information does not include information that is publicly known, independently known to the Receiving Party, or lawfully obtained from a third party.
- Proprietary Rights: All rights to intellectual property, including copyrights, trademarks, patents, and trade secrets.
- Badge Technology: The Badge Platform, Badge Certificate of Ownership, and all related intellectual property, methodologies, algorithms, software, and know-how.
- Customer Content: All information, data, content, and materials provided by or on behalf of Customer to Badge, including transaction information, Customer-created content, and any other related materials.
- Customer Data: All information and data of Customer, Authorized Users, and End Users collected, managed, or added via the Badge Platform, including personal and transactional details.
- Confidential Information: Any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”). Confidential Information does not include information that is publicly known, independently known to the Receiving Party, or lawfully obtained from a third party.
- Proprietary Rights: All rights to intellectual property, including copyrights, trademarks, patents, and trade secrets.
- Badge Technology: The Badge Platform, Badge Certificate of Ownership, and all related intellectual property, methodologies, algorithms, software, and know-how.