badbank.ai

Terms of Service

EUL and SaaS Agreement

Effective: May 1, 2024

These www.badbank.ai Service Terms (these "Service Terms") are between BAD STATEMENT INC. ("BAD STATEMENT") and the person or organization who submits an Order Form for services on BAD STATEMENT INC's website (www.badbank.ai) or who signs an Order Form that incorporates these terms by reference to the URL where they are posted.


1. Definitions

For the purpose of this Agreement, the following terms have the indicated meanings:

  • Access Credentials: Any security code, method, device, or technology used to authenticate an individual's identity and authorization for accessing and using the Software, Services, or API.
  • Aggregated Statistics: Anonymized and combined data about Licensee's use of the Software, Services, or API, used by Badbank for statistical and performance-related purposes.
  • API: Badbank's application programming interface, including API Documentation or other related materials provided by Badbank.
  • Authorized User pertains to individuals authorized to use the Software, Services, or API as per this Agreement and the Order Form.
  • Badbank IP denotes Software, Services, API, and Documentation provided to Licensee or Authorized Users, including Aggregated Statistics derived from monitoring access.
  • Badbank Marks encompass BAD STATEMENTS INC's proprietary trademarks, branding, trade names, or logos, used in connection with the Software, Services, API, and Documentation. badbank marks include "Badbank," "www.badbank.ai," "Badstatement.com," and "Badstatement.ai."
  • Badbank Offering encompasses the technology and application software provided by www.badbank.ai or by BAD STATEMENT INC.
  • Disabling Device refers to technology, hardware, or software used by BAD STATEMENT INC or its designee to automatically disable Customer's or an Authorized User's access to the Services over time or under BAD STATEMENT INC's control.
  • Documentation covers user videos, manuals, technical guides, handbooks, or other materials about the Software, Services, or API, made available to Licensee in electronic or hard copy formats.
  • Evaluation Period denotes a period beginning on an Order Form date and ending a number of days after that date, as defined in an Order Form, or earlier due to Agreement termination under Section 9.
  • Evaluation Software means Software or Services Licensee is evaluating under this Agreement or the Order Form.
  • Intellectual Property Rights relates to registered or unregistered rights under patent, copyright, trademark, trade secret, or other intellectual property laws, worldwide.
  • Licensee refers to the individual or entity that has agreed to the terms of this Agreement and is authorized to use the Software, Services, or API under the terms and conditions set forth herein.
  • Licensor denotes Badbank (BAD STATEMENT INC) or any related entity providing the Software, Services, or API, and holding the rights to grant the use of such Software, Services, or API to the Licensee under the terms of this Agreement.
  • Licensees Applications refers to software or applications developed by Licensee to interact with the API.
  • Licensee Data signifies information, data, and content, except Aggregated Statistics, transmitted through the Software, Services, or API by Licensee or an Authorized User.
  • License Fees covers the license fees paid or due for the Software, Services, or API.
  • Maintenance Release includes updates, upgrades, releases, or modifications to the Software, Services, or API provided by Badbank during the Term, potentially containing error corrections, enhancements, improvements, etc.
  • New Version refers to a new version of the Software, Services, or API introduced and marketed by BAD STATEMENT, available to Licensee for an additional cost.
  • Order Form refers to a "sign-up" form or a "sign-in" form, and related financial payment order forms, submitted by Licensee and accepted by Badbank for evaluation, purchase or usage of Software, Services, or API license.
  • Permitted Evaluation Use covers the testing, trial, and evaluation of Software or Services compatibility with Licensee's system by an Authorized User.
  • Person denotes any individual, entity, corporation, partnership, governmental body, organization, trust, or association.
  • Services refers to the software-as-a-service Licensee evaluates or purchases as indicated on an Order Form.
  • Software refers to the downloadable software Licensee evaluates or purchases as per an Order Form.
  • Term has the meaning defined in Section 9.
  • Third Party refers to any Person other than Licensee or badbank.

2. License

2.1 Evaluation License and Scope

During an Evaluation Period, subject to Licensee's payment of License Fees and compliance with this Agreement, BAD STATEMENT grants Licensee a non-exclusive, non-sublicensable, non-transferable license to use the www.badbank.ai system and services solely for Permitted Evaluation Use.

2.2 Services License and Scope

If Licensee purchases Services, subject to payment of License Fees and compliance with this Agreement, BAD STATEMENT grants Licensee a non-exclusive, non-sublicensable, non-transferable license to access and use the Services.

2.3 API License and Scope

Subject to Licensee's payment of License Fees and compliance with this Agreement, BAD STATEMENT grants Licensee a non-exclusive, non-sublicensable, non-transferable license to use the API to develop Licensee's Applications for interoperating with the badbank Offering.

2.4 Documentation License and Scope

Subject to Licensee's payment of License Fees and compliance with this Agreement, BAD STATEMENT grants Licensee a non-exclusive, non-sublicensable, non-transferable license to use the Documentation for Licensee's internal purposes in connection with the Software, Services, or API.

2.5 Use Restrictions

  • (A) Use the Software, Services, API, or Documentation beyond this Agreement's scope.
  • (B) Provide Access Credentials to others.
  • (C) Exceed licensed users without consent.
  • (D) Distribute, sublicense, or make the Software, Services, API, or Documentation available to Third Parties.
  • (E) Copy, modify, translate, create derivatives of Software, Services, API, or Documentation.
  • (F) Combine the Software, Services, or API with unauthorized programs.
  • (G) Reverse engineer, decompile, or derive source code.
  • (H) Use the Software, Services, or API for competitive analysis, competing products, or commercial disadvantage to BAD STATEMENT.
  • (I) Remove BAD STATEMENT Marks.
  • (J) Remove intellectual property notices.
  • (K) Infringe on intellectual property or violate laws.
  • (L) Use the Software, Services, API in violation of laws.

2.6 Reservation of Rights

Except for rights explicitly granted, nothing in this Agreement conveys Intellectual Property Rights or interest in BAD STATEMENT IP to Licensee or Third Parties.

3. Third-Party Services and Licenses

The Software, Services, or API may incorporate software, services, content, data, or other materials, including related documentation, that are owned by entities other than BAD STATEMENT. Licensee is obligated to adhere to and comply with all provisions of Third-Party Licenses. Any breach of a Third-Party License by Licensee or an Authorized User will also be considered a breach of this Agreement.

Certain Badbank products and services include components from third parties that come with licenses mandating the publication of licensing language and/or copyright notices. To adhere to these obligations, we provide links to copies of these licenses below. Click on any of the links to view the license information.

4. Licensee Responsibility for Use of Software, Services, or API

Licensee bears responsibility and liability for all uses of the Software, Services, API, and Documentation resulting from the provision of direct or indirect access to the Software, Services, or API to its Authorized Users or any other individuals. Such access, whether in accordance with or in violation of this Agreement, necessitates Licensee's compliance. Licensee is required to make reasonable efforts to apprise its Authorized Users of the provisions of this Agreement and to ensure their adherence to said provisions.

5. Compliance Measures

5.1 Protection and Security Features

The Software, Services, and API incorporate technological copy protection and other security features aimed at preventing unauthorized use, including actions prohibited by this Agreement. Licensee must refrain from attempting to remove, disable, circumvent, or devise workarounds for any of these protective or security features.

5.2 Excess Use

In the event that measures undertaken pursuant to this Section 5 demonstrate that Licensee's use of the Software, Services, or API surpasses or surpassed the usage permitted by this Agreement, BAD STATEMENT retains the right to immediately terminate the Agreement and the associated license upon written notice to Licensee. In such cases, Licensee will be invoiced retroactively for any License Fees related to the excess use. Licensee is required to remit payment within thirty (30) days of receipt of the invoice. If Agreement termination is not pursued under this Section 5.2, BAD STATEMENT may necessitate that Licensee procure and pay for a valid license to reinstate compliance with the Agreement, in addition to retroactive License Fees related to the excess use.

5.3 License Fees for Excess Use

When calculating License Fees for excess use under this Section 5, licensing rates will be determined without accounting for any discounts that might have been applicable if Licensee's use had been properly licensed.

6. Aggregated Statistics

Licensee acknowledges that BAD STATEMENT or third parties acting on its behalf may monitor Licensee's utilization of the Software, Services, or API and gather and compile Aggregated Statistics. All rights, including Intellectual Property Rights, to Aggregated Statistics are exclusively owned and retained by BAD STATEMENT. Licensee consents to BAD STATEMENT's utilization of Aggregated Statistics in accordance with applicable laws, provided such utilization avoids identifying Licensee, Licensee's Data, or Licensee's Confidential Information.

7. Security

www.badbank.ai employs security measures in line with industry practices and its privacy policy. The current privacy policy is available at https://www.badbank.ai. Licensee Data is processed on SOC 2 TYPE 2 compliant secure servers protected by firewalls. Payment transactions and financial data uploaded through the Software, Services, or API are encrypted and transferred via a secure file transfer system.


www.badbank.ai is validated as a secure site for sending and receiving sensitive data by DigiCert Inc.

8. Fees, Payments and Refunds

All License Fees are paid as detailed in the Order Forms and are non-refundable unless specified otherwise. BAD STATEMENT may issue refunds under limited circumstances, such as unresolved software problems. Refunds must be requested within 30 calendar days of purchase. BAD STATEMENT reserves the right to adjust License Fees with 30 days' notice, with increases not exceeding 25% in any 12-month period.

9. Term and Termination

This Agreement commences on the financial payment Order Form date and remains in effect for the specified duration or until earlier termination. Either party may terminate for convenience with 30 days' notice or for cause in case of material breach or insolvency. BAD STATEMENT reserves the right to suspend or terminate access to the Services, Software, or API under certain circumstances.

10. Confidential Information

10.1 Definition of Confidential Information

Confidential Information includes any technical or non-technical information disclosed by either party, whether verbally, in writing, electronically, or by other means. Exceptions include publicly available information, previously known information, independently developed information, or lawfully acquired information from third parties.

10.2 Non-Disclosure and Non-Use Obligations

The receiving party must not use or disclose the disclosing party's Confidential Information except as permitted. The receiving party must handle Confidential Information with at least the same level of care as its own confidential data.

10.3 Exclusions from Non-Disclosure and Non-Use Obligations

Each Party can disclose Confidential Information to the extent required: (i) to comply with a court order or governmental request, or to adhere to applicable laws, provided the Party gives written notice and endeavors to obtain a protective order; or (ii) to assert a Party's rights under this Agreement, including in court filings.

10.4 Ownership and Return of Confidential Information

All Confidential Information of the disclosing Party remains the exclusive property of the disclosing Party. Upon termination or expiration of this Agreement, and upon the Disclosing Party's request, the receiving Party must promptly return all copies of the disclosing Party's Confidential Information or certify their destruction in writing.

11. Intellectual Property Ownership

11.1 Intellectual Property Ownership

Licensee acknowledges and agrees that the Software, Services, API, and Documentation are provided under license, and not sold, to Licensee. This Agreement does not grant Licensee any ownership interest in, or any other rights to, the Software, Services, API, or Documentation, except to use them in accordance with the granted license and subject to all terms, conditions, and restrictions of this Agreement. BAD STATEMENT retains its complete right, title, and interest in and to the Software, Services, API, and Documentation, along with all Intellectual Property Rights arising from or related to them, except as expressly granted to Licensee in this Agreement. Licensee must take commercially reasonable efforts to protect all Software, Services, API, and Documentation (including copies) from infringement, misappropriation, theft, misuse, or unauthorized access. If Licensee becomes aware of any infringement of BAD STATEMENT's Intellectual Property Rights in the Software, Services, API, or Documentation, Licensee must promptly notify BAD STATEMENT and cooperate fully with any legal action taken by BAD STATEMENT to enforce its Intellectual Property Rights.

11.2 Licensee Data

BAD STATEMENT acknowledges that Licensee owns all right, title, and interest, including all Intellectual Property Rights, in and to the Licensee Data. Licensee hereby grants BAD STATEMENT a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, display, and perform any actions necessary for BAD STATEMENT to provide the Software, Services, or API to Licensee.

11.3 Feedback

If Licensee, its employees, or contractors communicate any suggestions, recommendations, or changes regarding the Software, Services, API, or Documentation to BAD STATEMENT via email, telephone, mail, or other means ("Feedback"), BAD STATEMENT is free to use the Feedback, regardless of any existing obligations or limitations between the Parties. On behalf of Licensee and its representatives, Licensee assigns to BAD STATEMENT all right, title, and interest in any ideas, know-how, concepts, techniques, or other Intellectual Property Rights within the Feedback, and BAD STATEMENT is free to use them without attribution or compensation.

12. Support and Maintenance

12.1 Support

Subject to the terms of this Agreement, and conditioned on Licensee's and its Authorized Users' compliance with this Agreement, BAD STATEMENT will provide Licensee with its standard support services ("Support Services") as described in Badbank.ai's then-current support service description. BAD STATEMENT may modify the Support Services at its discretion. Licensee acknowledges and agrees that Badbank.ai delivers Support Services through electronic communications or the Internet, and such services do not include telephone or in-person support, unless specified.

12.2 Maintenance

Subject to the terms of this Agreement, and conditioned on Licensee's and its Authorized Users' compliance with this Agreement, BAD STATEMENT will provide Licensee with Maintenance Releases during the Term. However, BAD STATEMENT is not obligated to develop or provide Maintenance Releases at all or for specific issues. Any Maintenance Releases will be considered part of the Software, Services, API, or Documentation and subject to this Agreement. Maintenance Releases may be provided for download from a website designated by BAD STATEMENT, requiring an Internet connection, which is Licensee's responsibility. BAD STATEMENT is not obligated to provide Maintenance Releases through other means. Licensee has no right under this Agreement to receive any New Versions of the Software, Services, API, or Documentation that BAD STATEMENT may release from time to time.

12.3 Exceptions

BAD STATEMENT is not obligated to provide support or maintenance for errors arising, in whole or in part, from the following:

  • (A) Software, Services, API, or media modified or damaged by Licensee or any Third Party.
  • (B) Operation or use of the Software, Services, or API other than as specified in the Documentation, including use with technology not authorized by BAD STATEMENT in writing.
  • (C) Third-Party Materials.
  • (D) Negligence, abuse, or misuse of the Software, Services, or API by parties other than BAD STATEMENT personnel.
  • (E) Licensee's failure to promptly install any provided Maintenance Release.
  • (F) Operation or access to Licensee's or third party's systems or networks.
  • (G) Beta software, software for testing or demonstration, temporary software modules, or software without a license fee.
  • (H) Breach or noncompliance with this Agreement by Licensee, its Authorized Users, or representatives.
  • (I) Force Majeure Events.

13. Service Levels and Credits

13.1 Service Levels

BAD STATEMENT will use commercially reasonable efforts to ensure that the Services are available at least 99.5% of the time during each calendar month of the Term (each a "Service Period"), excluding certain exceptions (the "Availability Requirement"). "Service Level Failure" refers to a substantial failure of the Services to meet the Availability Requirement. "Available" means that the Services are accessible and usable by Licensee and its Authorized Users over the Internet in accordance with the Documentation. Certain exceptions exist to the Availability Requirement, including factors beyond BAD STATEMENT's control.

13.2 Service Level Failures and Remedies

In the event of a Service Level Failure, BAD STATEMENT will issue a credit to Licensee amounting to 2% of the License Fees for the affected Service Period, subject to conditions, including timely reporting by Licensee and a maximum credit of 50% of the License Fees. Service Credits are payable in the month following the Service Period. This section outlines BAD STATEMENT's sole obligation and Licensee's sole remedy for a Service Level Failure.

13.3 Scheduled Downtime

BAD STATEMENT will schedule routine maintenance downtime for the Services between 10:00 p.m. and 2:00 a.m., Mountain Standard Time (the "Scheduled Downtime").

14. Data Backup

The Software, Services, and API do not replace Licensee's need for regular data backups or redundant data archives. BAD STATEMENT assumes no responsibility or liability for any loss, alteration, destruction, damage, corruption, or recovery of Licensee Data.

15. Warranty Disclaimer

The Software, Services, API, and Documentation are provided to Licensee "as is" and with all faults and defects, without any warranty. BAD STATEMENT disclaims all warranties, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, title, non-infringement, and more. BAD STATEMENT does not guarantee that the Software, Services, API, or Documentation will meet requirements, be compatible, operate without interruption, be secure, accurate, complete, or free of harmful code, or be error-free.

16. Licensee Representations

Licensee represents, warrants, and covenants that it owns or possesses the necessary rights and consents in Licensee Data, such that it does not infringe, misappropriate, or violate any third party's Intellectual Property Rights or privacy rights, or violate any applicable law.

17. Indemnification

Licensee will indemnify, defend, and hold BAD STATEMENT harmless from any Losses arising from third-party claims related to Licensee Data, Licensee's negligence, unauthorized use of the Software, Services, or API, reliance on results generated by them, use in conjunction with unapproved technology, or modifications not by badbank.ai. Licensee grants BAD STATEMENT the right to defend itself against any such claims or participate in the defense with counsel of its choice.

18. Limitation of Liability

BAD STATEMENT's liability under this Agreement is limited. It will not be liable for consequential, indirect, exemplary, special, or punitive damages, increased costs, or lost business, among other things. In no event will BAD STATEMENT's total liability exceed the total License Fees paid for the affected Software or up to twelve months of the Services subject to the claim. This limitation applies even if remedies under this Agreement fail.

19. Miscellaneous

By clicking "subscribe," checking the "subscribe" box on an Order Form, or signing an order form, you accept this Agreement, agree to be bound by its terms, represent that you have the authority to enter into it, and acknowledge that BAD STATEMENT is under no obligation to license the Software, Services, API, or Documentation if you do not agree to these terms. If you disagree, you must not download, install, use, or access the Software, Services, API, or Documentation.