Badger Support

Last updated: January, 2015

These terms and conditions comprise a legally binding agreement ("Agreement") between Badger Application, LLC ("we" or "Badger") and the user, i.e. Carrier, Truck Driver, Shipper, Logistics Company/3PL, ("You") who signs up for the Badger Application service ("Badger" or the "Service") and you must accept the Agreement as presented to use the Service.

PLEASE BE AWARE THAT WE RESERVE THE RIGHT TO MODIFY THE SERVICE OR AGREEMENT AT ANY TIME AND TO SUSPEND OR TERMINATE THE SERVICE OR AGREEMENT AT ANY TIME.

BADGER PROVIDES THE SERVICE ON THE CONDITION THAT YOU ACCEPT THE AGREEMENT AS PRESENTED.

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS BELOW.

BY OPENING AN ACCOUNT, YOU WILL ENTER INTO THIS AGREEMENT WITH BADGER AND BE BOUND BY ITS TERMS AND CONDITIONS PRESENTED BELOW WITHOUT CHANGE AND YOU CONSENT TO HAVE THIS AGREEMENT PROVIDED TO YOU IN ITS PRESENT ELECTRONIC FORM .

1. Your Subscription and Your Obligations with Badger

1.1 Use of Badger. You expressly consent to and grant Badger the right to collect and disclose the location of your mobile device ("Location Information") to parties directly granted tracking access. Badger does not disclose identifying information to third parties other than the Location Information. Once Badger discloses the Location Information, your relationship with such third party carriers (and NOT this Agreement) describes how those third party carriers may use our Location Information. You may modify certain aspects of the Service with respect to when your mobile device may be located as described below.

1.1.1 Activation. You must establish an account and log on to the badger website at https://www.badgersolution.com to activate the Service. Once you have logged on to your account follow the instructions to utilize and gain access to the Service.

1.1.2 Temporarily Hiding Location Information. At any time after activation you can temporarily hide your Location Information by disabling location services in the settings function in your smartphone.

1.1.3 Permanent Hiding Location Information. At any time after activation you can permanently hide your Location Information by disabling location services in the settings function in your smartphone.

1.1.4 No Tracking After Delivery. In order to discontinue tracking after delivery of freight You must swipe to the delivery screen in the Badger application or select the "quit this shipment" icon in the application. You are responsible for completing the shipment to cease tracking after delivery.

BADGER SHOULD NOT BE USED FOR OR RELIED ON FOR EMERGENCY LOCATION OR SAFETY PURPOSES. UTILIZING THE BADER APPLICATION DOES NOT GUARANTEE A SHIPMENT OR ETA`S. YOU AGREE NOT TO USE BADGER WHILE DRIVING A MOVING MOTOR VEHICLE.

1.2 License to Badger. Other than information required for activation, you do not have to submit anything to us, but if you choose to submit something, you grant Badger a non-exclusive, irrevocable, perpetual, unlimited, assignable, sublicenseable, royalty-free right and license to use, copy, prepare derivative works of, distribute, publish, reproduce, display, remove, retain and use, in any way now known or in the future discovered, any content that you submit in connection with Badger , subject to the terms herein. You represent and warrant that information you submit to Badger is accurate, not confidential and not in violation of applicable law, agreement or any third party right (including without limitation intellectual property rights, rights of publicity and privacy).

1.3 Payment of Fees. You may be required to pay fees imposed by your wireless carrier, including but not limited to roaming, air time, foreign data plans or excess data fees. Such fees may appear on statements that your wireless carrier sends you.

1.4 You Represent To Us. By using Badger, You represent and warrant that (a) you will use the Service only for your personal or commercial use and for lawful purposes in the United States; (b) have not previously been suspended or removed from using Badger or any other Badger service.

1.5 Keep Your Account Secure. You are responsible for maintaining the confidentiality of your account and password and are fully responsible for all activities that occur under your account and password. You agree to not hold Badger liable for any loss or damage arising or relating to your failure to properly safeguard Your account or password. Do not let others use your Badger account. You will be responsible for anything that happens through Your account until Your account is deactivated. You must notify us immediately if you believe that Your account has become compromised.

1.6 Consent to Data Collection and Privacy Policy. By accepting this Agreement, you acknowledge and agree that (a) Location Information that is owned by your wireless carrier is subject to its privacy policy; and (b) you have no expectation of privacy when using the Service as it relates to the Location Information. You authorize Badger, and thereby any of its Suppliers, agents, representatives, contractors and service providers, to collect, use and disclose Location Information as described herein and as necessary to provide the Service. In addition to the terms herein, the collection, use and disclosure of location-based data and personal information by us is governed by Badger`s privacy policy. You acknowledge and agree that we may update our privacy policies and practices from time to time at our sole discretion.

YOU ACKNOWLEDGE AND AGREE THAT YOUR WIRELESS CARRIER MAY ALSO COLLECT PERSONAL INFORMATION AND LOCATION-BASED DATA ABOUT YOU. THE COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION AND LOCATION-BASED DATA BY YOUR WIRELESS CARRIER IS GOVERNED BY THEIR RESPECTIVE PRIVACY POLICIES AND LIKELY DIFFERS FROM BADGER`S PRIVACY POLICY.

1.7 Limitations of Service and Accuracy of Data. You expressly agree that (a) Badger provides an approximate location of your mobile device and does not guarantee any results; (b) results from Badger may not be accurate, timely or reliable; (c) use of Badger and any requested Location Information is subject to network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions and other factors associated with use of satels and satel data; (d) Badger is subject to your mobile device being turned on, charged and within your underlying wireless carrier`s coverage area, among other factors; and (e) Badger may be limited to mobile devices located in the United States, Canada and Mexico.

1.8 Support for Badger. Support for Badger is available via phone by dialing 248-731-4660, emailing support@badgersolution.com and on the web at http://www.Badgersolution.com/support/.

1.9 Use and Restrictions. You will comply with all applicable laws when using Badger. You will comply with any terms, rules and/or policies that may be incorporated into this Agreement, as well as your agreements with your wireless carrier. You will be responsible for any costs and expenses incurred by Badger (including attorneys` fees) as a result of any misuse of Badger. This Agreement prohibits and you will not or permit others to (a) use the Service in a manner inconsistent with or in violation of this Agreement; (b) reverse engineer, decompile, disassemble or otherwise attempt to extract, generate or retrieve source code from any software program ("Programs") underlying the Service, in whole or part, except as expressly permitted by mandatory law; (c) modify, translate, adapt, arrange or create derivative works based on the Programs, in whole or part, for any purpose; (d) export the technology in the Programs in violation of applicable export control laws; and (e) attempt to or actually override any security component of or related to the Service.

In addition, Your access and use of our services is subject to the Acceptable Use Policy of Google, Inc. ("Google") located at https://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html, Google`s Map Terms, located at http://maps.google.com/help/terms_maps.html; and the additional restrictions set forth in Google`s Legal Notices page, located at http://www.google.com/intl/en-us/help/legalnotices_maps.html, or such other URLs as Google may designate from time to time in each case. Your failure to comply with these Terms may result in suspension or termination, or both of Your right to use and access Badger`s services.

2. Scope of Service

2.1 Suspension of Your Access to Badger. Without prejudice to any other rights, Badger reserves the right to suspend or terminate your access to Badger at any time for any reason, including reasonable suspicion of, or any actual misuse or fraudulent use by you or no reason and without notice to you.

2.2 Access to Badger Service. We may - with or without notice - perform maintenance, modify, replace, refuse access to, suspend, limit access or discontinue Badger, partially or entirely. If Badger discontinues the Service entirely, it will post a notice on its website: http://www.Badgersolution.com.

2.3 Wireless Carriers. To use Badger, you must have an active account with a wireless carrier, android or iOS operating system. Badger is compatible with wireless carriers such as, for example, AT&T, Sprint, and Verizon, provided that availability of Badger with any given carrier is subject to change as set forth in this Agreement. At all times, Badger relies on and is subject to the wireless services furnished by wireless carriers. For example, Badger may not be available, in whole or part, due to capacity and facility constraints, among any others, associated with the wireless carriers` respective networks. You agree that Badger will not be responsible for any damages associated with such limitations.

2.4 Ownership. Badger, including any data, materials, technology, software or other materials that comprise it, are protected by copyright, trade secret and other intellectual property laws and treaties and all title and intellectual property rights in and to Badger are owned by and will remain the exclusive property of Badger, its licensors or Suppliers. All rights not expressly granted herein are reserved.

3. Disclaimer

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BADGER PROVIDES THE SERVICE ON AN "AS IS" BASIS WITH ALL FAULTS, ERRORS AND DEFECTS. BADGER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY OF QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR AUTHORITY WITH RESPECT TO ANY INFORMATION, MATERIALS, SOFTWARE, TECHNOLOGY, AND SERVICES PROVIDED HEREUNDER. YOU USE AND ACCESS THE SERVICE AT YOUR SOLE RISK AND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE SERVICE.
NOTHING CONTAINED IN THIS AGREEMENT WILL CONSTITUTE OR BE CONSTRUED AS ANY REPRESENTATION OR WARRANTY BY BADGER THAT THE SERVICE OR ANY NETWORK THAT BADGER MAY BE CONNECTED TO, DIRECTLY OR INDIRECTLY OR ANY DATA THAT YOU MAY RECEIVE FROM THE SERVICE OR DERIVED FROM A WIRELESS CARRIER`S NETWORK, RESPECTIVELY, INCLUDING WITHOUT LIMITATION, LOCATION INFORMATION (A) WILL BE AVAILABLE, UNINTERRUPTED, TIMELY OR ERROR-FREE; (B) WILL MEET YOUR REQUIREMENTS; OR (C) WILL INCLUDE DATA THAT IS ACCURATE, COMPLETE OR RELIABLE.

THE FOREGOING DISCLAIMER OF WARRANTIES IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND YOU ACKNOWLEDGE AND AGREE THAT BADGER WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. IF YOU ARE DISSATISFIED OR HARMED BY BADGER OR ANYTHING RELATED TO IT, YOU MAY CEASE USE OF THE SERVICE AND TERMINATE THE AGREEMENT AS PROVIDED HEREIN.

4. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. IN SUCH CASES, BADGER`S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BADGER, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INJURY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, INCLUDING THE SERVICE WEBSITE, ANY INFORMATION ANY SOFTWARE ASSOCIATED WITH IT, WHETHER ARISING OUT OF THE USE OF SUCH, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BADGER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF BADGER UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO THE GREATER OF (A) THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO BADGER FOR BADGER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT BADGER WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.

5. Pricing and Payment

You agree to pay Badger $99.99 per month for a one (1) year subscription. Badger will begin billing for monthly services fees upon service activation. Additional fees related to IT technical support must be requested, mutually agreed upon, and will be billed separately. Badger will bill your credit card you designate during service activation on a monthly basis for the amount due for the Service your purchased. You understand that your credit card will be billed and charged automatically, and that Badger has the right to charge your credit card for the full amount of any outstanding balance you may have with Badger. You are responsible for providing Badger with current and accurate contact and payment information for billing purposes and keeping it up to date at all times. Badger is not responsible for any service interruptions that may result from your contact or payment information being out of date, in error or otherwise invalid. Additionally, you agree to pay for all charges for service accrued due to invalid or out of date contact or payment information. All fees are non-refundable and are not pro-ratable for any reason.

6. Termination

6.1 By Badger . We may terminate the Agreement for cause or no cause, at any time, by providing notice, and such termination will be effective immediately or as specified in the notice.

6.2 By You . The Term of the Agreement will be for one (1) year beginning on the Commencement date. The Agreement will be automatically renewed each year for an additional one (1) year term unless terminated by You at least sixty (60) days prior to the end of the then-current one (1) year term. You must contact Badger at 248-731-4660 to terminate the Agreement.

6.3 Effect of Termination . Upon any termination of the Service, Badger will cease providing the Service to you and will have no liability to you or any further obligations under this Agreement. Upon termination, you lose access to the Service but you will be and remain responsible for fees for any subscriptions, wireless carrier services or that any third party may legally impose, if any.

7. Choice of Law

7.1 South Carolina Law. The Agreement and any disputes with us arising out of or relating to the Agreement or Badger will be governed by South Carolina law, excluding conflicts of law principles that may provide for the application of the law of another jurisdiction and excluding the UN Conventions on Contracts for the International Sale of Goods. Any action or proceeding arising from or relating to this Agreement will be brought in federal court in the District of South Carolina or in state court in Charleston County, South Carolina, and each Party irrevocably submits to the jurisdiction and venue of any such court.

8. General Terms.

8.1 Suppliers. For purposes of this Agreement, the term "Suppliers" will include any wireless carrier (such as Sprint), technology provider, distributor, licensor or service provider that Badger utilizes in conjunction with the Service.

8.2 Severability. If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision will be interpreted as to give maximum effect to its intended purpose and this will not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction; or (b) any other provision of the Agreement.

8.3 Notices. You consent to receive all communications, including notices, agreements, legally required disclosures or other information in connection with Badger (collectively, "Notices") in electronic format. We may notify you via postings on www.Badgersolution.com, email, SMS text message or otherwise. You will be responsible for any costs associated with any notices sent via SMS text message. If you desire to withdraw your consent to receive notes as stated herein, then you must terminate the Agreement by deactivating your account as described herein.

8.4 Electronic Access, Electronic Notices, Electronic Signature. By logging on to the Badger website and enabling Badger you consent to Badger providing this Agreement in electronic form. YOUR AGREEMENT AND INTENT TO BE BOUND BY AN ELECTRONIC AGREEMENT APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION, AMENDMENTS AND NOTICES. To access and retain this electronic Agreement and use the Service, you must have access to the World Wide Web either directly (via computer and modem) or through devices that access web-based content and pay any applicable fees. You may save this Agreement into any word processing program or print it.

8.5 Amendments to this Agreement. We reserve the right to modify, supplement or replace the terms of the Agreement.

8.6 No informal waivers, agreements or representations. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by us will be deemed legally binding, unless documented in a physical writing hand signed by a duly appointed officer of Badger.

8.7 Assignment and Delegation. You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation will be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, Badger for any third party that assumes our rights and obligations under this Agreement.

8.8 Survival. All options, rights and covenants contained herein that are intended to survive will survive the expiration or termination of this Agreement. Any provisions concerning limitations of liability, disclaimers, and indemnification contained herein will survive any expiration or termination of this Agreement.

8.9 Time to Bring Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or to the Agreement must be commenced within one (1) year after such claim or cause of action arose or you waive such claim or cause of action.

9.0 Data Storage & Retention. Badger does not guarantee the storage, back up, or availability of any data. Data stored by Badger may be retained for a period of time, or indefinitely, at the discretion of Badger.

10.0 Links to Sites. The Badger site may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to Badger`s visitors. Such Linked Sites are not under Badger`s control, and Badger is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.