Terms of Use
Last updated: November 29, 2021
The most current version of these Terms of Use will supersede all previous versions.
PLEASE READ THESE TERMS OF USE CAREFULLY.
These Terms of Use (these “Terms”) constitute a legally binding agreement between Badger Maps, Inc. (“Badger”) and you, and govern your access to and use of the Badger Sales University's website located at www.badger-sales-university.teachable.com and any other websites or mobile applications which link to these Terms (collectively, the “BSU Properties”). As used herein, the term “you” refers to the individual or business entity, as applicable, identified as the user during the registration process.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE BSU PROPERTIES IN ANY WAY, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH BADGER, AND (C) IF YOU ARE ACTING ON BEHALF OF A BUSINESS ENTITY, THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH BUSINESS ENTITY, AND ARE AUTHORIZED TO BIND SUCH BUSINESS ENTITY TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE BSU PROPERTIES.
1. GENERAL
1.1 Badger Sales University. The Badger Sales University provides you with access to training courses provided by different authors (the “BSU Content”).
1.2 Ownership of Content. Training courses are owned, controlled, or licensed by Badger or the course’s author, and are protected under copyright, trademark, patent, and other laws, rules, regulations, and international treaties. The BSU Content may not be copied, reproduced, downloaded, or distributed in any way, in whole or in part unless and except as is expressly provided in these Terms.
1.3 Ownership of Trademarks.
a. “Marks” means Badger or Badger Sales University's name and other related trade names, trademarks, service marks, graphics, logos, and other indicia of origin used on or in connection with the BSU Properties.
b. All Marks are the property of Badger. Except as set forth herein, you may not use the Marks in whole or in part, without Badger’s prior written permission. Other trade names, trademarks, service marks, graphics, logos, or other indicia that may appear on or in the BSU Properties are the property of their respective owners.
1.4 Changes to the BSU Content. Badger reserves the right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any BSU Content, or service available on the BSU Properties, without limitation, in whole or in part, including the cessation of all activities associated with the BSU Properties, with or without notice. You agree that BSU will not be liable to you or to any third party for any such modification, withdrawal, suspension, or discontinuance.
2. ACCESS AND USE
2.1 Limited License.
a. Subject to your strict compliance with these Terms, Badger grants you, as a user of the BSU Properties, a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the BSU Properties and BSU Content solely for your personal or internal business purposes, as applicable.
b. You may allow your employees and independent contractors to use the BSU Properties and Content for your internal business purposes, provided that you shall ensure their compliance with the terms and conditions of these Terms that apply to you, and you shall be responsible and liable for their non-compliance with the terms and conditions of these Terms.
c. You may not (i) download the Content, (ii) modify or copy the BSU Content; (iii) use the BSU Content for any commercial purpose, or for any public display (commercial or non-commercial); (iv) attempt to decompile or reverse engineer any software contained on our web site; (v) remove any copyright or other proprietary notations from the BSU Content; or (vi) transfer the BSU Content to another person or 'mirror' the Materials on any other server.
2.2 Free Trials.
a. Access to the Content may be provided at no cost for a defined period of time (a “Free Trial”).
b. Either party may suspend, limit, or terminate the Free Trial for any reason and at any time without notice and at no cost.
c. While accessing the Content during your Free Trial period, you will be subject to all the terms and conditions in these Terms.
d. BADGER’S ENTIRE LIABILITY IN CONNECTION WITH FREE TRIALS WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $100. IF YOU DO NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, YOUR SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE FREE TRIAL.
2.3 Your content.
a. You hereby grant to us and our affiliates, representatives, licensees, licensors and assigns a non-exclusive, fully-paid, royalty-free, worldwide, universal, transferable license to use, distribute, store, transmit reproduce any information you submit in connection with the use of the BSU Properties (“Your Content”) to: (i) make the BSU Properties available to you; (ii) manage your account; (iii) address questions and issues; and (iv) process purchases.
b. You hereby represent and warrant that you own all rights to Your Content or, alternatively, that you have the right to give us the license described above. You represent and warrant that Your Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third-party.
2.4 Restrictions. You are prohibited from violating or attempting to violate the security or integrity of the BSU Properties or otherwise violating or infringing Badger’s rights or the rights of others who use the BSU Properties and agree not to do the following:
a. use any “deep-link,” “robot,” or other automatic or manual devices, software, program, code, algorithm or methodology, to access, copy, or monitor any portion of the BSU Properties, or in any way reproduce or circumvent the navigational structure or presentation of the BSU Properties, or obtain or attempt to obtain any materials or information through any means not purposely made available by Badger through the BSU Properties;
b. gain or attempt to gain unauthorized access to any portion or feature of the BSU Properties, or any other system or network connected to the BSU Properties or to any of Badger’s third-party business partners’ servers, systems or networks, by hacking, “password-mining” or using any other illegitimate method of accessing data;
c. probe, scan, or test the vulnerability of the BSU Properties or any network connected to the BSU Properties;
d. take any action that would cause an unreasonably or disproportionately large load on the infrastructure of the BSU Properties or Badger’s systems or networks, or any systems or networks connected to the BSU Properties or to Badger in an attempt to overwhelm our systems to create a “Denial of Service” or similar attack;
e. use any device, technology or method to interfere or attempt to interfere with the proper functioning of the BSU Properties;
f. not to make any false or misleading statements in connection with your use of the BSU Properties;
g. use the BSU Properties in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
h. upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;
i. restrict or inhibit any other user from using and enjoying the BSU Properties; and/or
j. violate any applicable laws or regulations.
WE RESERVE THE RIGHT TO IMMEDIATELY TERMINATE YOUR USE OF OUR SITE AND/OR YOUR ACCOUNT (IN OUR SOLE DISCRETION) IF WE DETERMINE THAT YOUR USE OF THE SITE IS IMPROPER OR IN VIOLATION OF ANY PROVISION OF THE AGREEMENT.
2.5 Disclaimer of Third Party User Content. The BSU Properties contain content created by us and by third-party authors. This content includes, among other things, courses, videos, reports, documents, comments, opinions, and product reviews. It also includes information about products and services offered by parties other than Badger, such as specifications and performance. Badger does not guarantee the accuracy, integrity, or quality of the content on our sites, and you may not rely on any of this content. You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss.
3. PRICING, PAYMENTS, AND REFUNDS
3.1 Pricing. Badger reserves the right to establish standard pricing tiers for BSU Content, including offering free trials, one-time purchase pricing, or subscription pricing. Badger’s current pricing is listed on the applicable BSU Properties. You acknowledge and agree that Badger may change its pricing at any time.
3.2 Auto-renewable Subscriptions.
a. Subscriptions. Badger Sales University Content is available on a subscription basis (the “Subscription”). Accordingly, you will be billed in an advance on a recurring, periodic basis (the "Billing Cycle"). Billing Cycles are monthly or annual, depending on what subscription plan you select when you purchase a Subscription.
b. Fees. You agree to pay any fees for the subscription you select, according to the pricing and payment terms presented to you (the “Fees”). Fees are in US dollars, non-refundable, and not based on actual usage.
c. Renewals. At the end of each Billing Cycle, your Subscription will automatically renew for an additional Billing Cycle, unless either party cancels the subscription in accordance with Section 4 of these Terms. Any such renewal will be on the terms and conditions of these Terms.
3.3 Payment Processing. When you place an order with Badger and input your credit card information as payment, the credit card information is transmitted directly and securely to our third-party payment processor. The payment processor verifies the credit card and processes the Payment.
3.4 Taxes. All prices are exclusive of sales or use tax. Students are solely responsible for any reporting obligations that may be imposed by the laws of their State or Country regarding sales tax. In the event that you are located in a country that imposes any value-added tax (“VAT”) or Goods and Services Tax (“GST”), you agree that Badger is authorized to charge your credit card for the amount of such GST or VAT and remit it to the competent tax authorities at the time of purchase or, in Badger’s discretion, increase the sale price of the to include the amount of any VAT or GST that Badger will be liable to pay. You will indemnify, defend, release and hold harmless Badger against any and all claims by any tax authority for any underpayment of VAT or GST on Subscriptions you purchase, including any applicable penalties and/or interest.
4. CANCELLATION, SUSPENSION, AND TERMINATION
4.1 Cancellation. You may cancel your Subscription at any time before the start of your next monthly billing cycle. Your cancellation will take effect immediately before your next scheduled billing date, so you may continue accessing your account until then.
4.2 Suspension. Badger reserves the right to immediately suspend your access to the BSU Properties in the event that you (a) violate these Terms, or (b) use the BSU Properties (i) to harm or harass any individual or entity; (ii) to disrupt Badger’s provision of the BSU Content or impede the ability of others to access the BSU Properties; or (iii) to engage in any unlawful conduct or activity.
4.3 Termination. Badger, in its sole discretion, may terminate your access to the BSU Properties at any time if you violate the terms and conditions contained in these Terms or in Badger’s Privacy Policy. You may terminate your subscription to the Services at any time for any reason in your Account by going to “Manage Subscriptions” and clicking on “Cancel”.
4.4 Effect of termination. Upon termination of your account, our Privacy Policy and Sections 3, 4, 10, 11, 12, 13, 14, and 16 of these Terms will survive the termination or expiration of your subscription and remain in full force and effect.
5. ACCOUNT INFORMATION AND SECURITY
5.1 Account. Access to and use of the BSU Properties requires you to register for an account (including setting up a username and password) (an “Account”), or may otherwise ask you to provide information to participate in certain features or access certain Content.
5.2 Account information.
a. You represent and warrant that all information you provide in your Account is true, accurate, current, and complete, and you agree to update it as necessary to maintain its truth and accuracy.
b. You are responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account.
c. Accounts are personal, and you shall not share your Account information with anyone, nor shall you use someone else’s Account at any time.
5.3 Account security. You agree to notify BSU immediately of any unauthorized use of your Account or password, or any other breach of security. You will be responsible for losses incurred by Badger or any other user of the BSU Properties due to any use of your Account or password.
5.4 Sharing information. You acknowledge, consent and agree that Badger may preserve and disclose your Account information and, if applicable, User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms and conditions of these Terms; or (c) respond to claims that any User Content violates the rights of third parties.
6. THIRD-PARTY LINKS
The BSU Properties may also contain links to third-party websites and services (the “Linked Sites”). Badger provides these links as a convenience, but we neither control nor endorse these Linked Sites, nor has Badger reviewed or approved the content, advertising, products, service, or other materials that appear on the Linked Sites. Badger is not responsible for the Linked Sites, including the legality, accuracy, or appropriateness of any content, advertising, products, service, or other materials on or available from any Linked Sites. You acknowledge and agree that Badger shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the Linked Sites, including the advertising, products, service, or other materials available on or through the Linked Sites.
7. GEOGRAPHIC RESTRICTIONS
The BSU Properties can be accessed from countries around the world and may contain references to Content and/or services that are not available in your country. Badger reserves the right to limit the availability of the BSU Properties and/or the provision of any Content or service available through the BSU Properties to any person, geographic area, or jurisdiction, at any time and at Badger's sole discretion. The BSU Properties are controlled and offered by Badger from its facilities in the United States. Badger makes no representations that the BSU Properties are appropriate or available for use in other locations. Those who access or use the BSU Properties from other jurisdictions do so of their own volition and are responsible for compliance with local law.
8. INTERACTIONS
You are solely responsible for your interactions with authors and other users of the BSU Properties, whether online or offline. Badger is not responsible or liable for the conduct of any author or user. Badger reserves the right, but has no obligation, to monitor or become involved in disputes between you and others. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE BSU PROPERTIES, AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY.
9. AVAILABILITY OF BSU PROPERTIES
From time to time the BSU Properties or portions thereof may be inaccessible or inoperable due to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Badger may undertake from time to time; or (c) causes beyond the reasonable control of Badger or that are reasonably unforeseeable by Badger, such as interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Badger does not guarantee access to the BSU Properties on a continuous and uninterrupted basis and that BADGER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM INTERRUPTIONS IN AVAILABILITY OF THE BSU PROPERTIES.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The BSU Properties are owned and operated by Badger. Subject to the limited rights expressly granted to you under this Agreement, Badger and the Content’s authors retain all right, title and interest, including but not limited to all rights of copyright, trademark, trade secret, patent, or other intellectual property rights, in the BSU Properties. The visual interfaces, graphics, design, reports, analyses, informational content, computer code (including source code or object code) and any other copyrighted materials, products, software, services, and all other elements or contents of the BSU Properties provided by or on behalf of Badger are protected by all applicable American and international intellectual property, proprietary rights, copyrights, patent, and trade secret laws. All materials contained in the BSU Properties or as presented on any Badger website, are the property of Badger or our third-party authors.
10.2 The design of our Sites and created text, scripts, graphics, interactive features, and the trademarks, service marks, and logos contained therein, are owned by or licensed to us and are subject to copyright and other intellectual property rights under the United States and foreign laws and international conventions. You agree not to engage in the use, copying, or distributing any of the Content contained on the BSU Properties.
11. INDEMNIFICATION
11.1. Indemnity. You agree to defend, indemnify and hold harmless Badger and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (a) your access to, use of or alleged use of the Content; (b) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation, including your unauthorized use or processing of your data; (c) your unauthorized use of Third-Party Services; (d) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (e) any disputes or issues between you and any third-party; or (f) gross negligence or willful misconduct by you or your Users.
11.2.Requirements. The indemnifying party’s obligations in Section 11 of these Terms are conditioned on the indemnified party (a) giving the indemnifying party prompt notice of any such claim or action; (b) providing reasonable assistance and information to the indemnifying party, at the indemnifying party’s expense, for the defense of the claim; and (c) allowing the indemnifying party to control the defense of any applicable claim or action, except that the indemnified party may engage counsel of its choice at its own expense and the indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in these Terms or admit liability by the indemnified party in any claim, or settlement thereof, without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed.
11.3 Infringement. If your use of any of the BSU Properties is, or in Badger’s opinion is likely to be enjoined pursuant to Section 11.1 of these Terms, then Badger may, at its sole option and expense: (a) procure for you the right to continue using the infringing items under the terms of this Agreement; (b) replace or modify the infringing items so that they are non-infringing and substantially equivalent or better in function to that of the enjoined items; or (c) if options (a) and (b) above cannot be accomplished despite Badger’s commercially reasonable efforts, then Badger may terminate your rights and Badger’s obligations hereunder with respect to such infringing items and remit to you the pro-rata portion of prepaid fees received by Badger for the remaining subscription term.
11.4 Exclusive Remedy. THE FOREGOING PROVISIONS OF SECTION 11 OF THESE TERMS SET FORTH THE INDEMNIFYING PARTY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO THE APPLICABLE INDEMNIFIABLE CLAIMS.
12. DISCLAIMER OF WARRANTIES
THE CONTENT IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS, AND BADGER MAKES NO WARRANTY OF ANY KIND AS TO ITS USE OR PERFORMANCE OR THE ACCURACY OR COMPLETENESS OF ANY CONTENT ASSOCIATED WITH THE BSU PROPERTIES. NEITHER BADGER, THIRD PARTY CONTENT PROVIDERS NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED THROUGH THE SITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. NEITHER BADGER NOR ANY PROVIDER OF THIRD-PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; NOR DOES BADGER, ANY THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE CONTENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 THAT PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE CONTENTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH-RISK ACTIVITIES SUCH AS THE OPERATION OF EMERGENCY SERVICE, NUCLEAR FACILITIES, AIR TRAFFIC CONTROL, OR LIFE SUPPORT SYSTEMS, WHERE THE USE OR FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
13. LIMITATION OF LIABILITY
13.1 UNDER NO CIRCUMSTANCES SHALL BADGER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (a) USE OF OR INABILITY TO USE THE BSU PROPERTIES OR ANY CONTENT, PRODUCTS, OR SERVICES, (b) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE BSU PROPERTIES, (c) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE BSU PROPERTIES, AND/OR (d) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE BSU PROPERTIES, WHETHER OR NOT BADGER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AGAINST BADGER FOR DISSATISFACTION WITH THE BSU PROPERTIES IS TO STOP USING THE BSU PROPERTIES.
13.2 IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE HELD LIABLE UNDER THESE TERMS FOR AN AMOUNT EXCEEDING THE FEES PAID BY YOU TO BADGER DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
13.3 Some jurisdictions do not allow the limitation or exclusion of certain damages, so the limitations and exclusions set forth above may not apply to you in full, but shall be interpreted to apply to the maximum extent permissible under applicable law.
14. GOVERNING LAW, JURISDICTION, AND VENUE
14.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its choice of law principles.
14.2 Jurisdiction and Venue. The state and federal courts located in San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, and in such event, each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to a jury trial in connection with any claim or cause of action in any way arising out of or related to, directly or indirectly, these Terms.
15. DMCA POLICY
It is Badger’s policy to disable and/or terminate anyone’s Account(s) who repeatedly infringes copyright upon prompt notification to Badger by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the BSU Properties in a way that constitutes copyright infringement, please email us to [email protected] with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the BSU Properties of the material that you claim is infringing; (4) your address, telephone number, and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
16. MISCELLANEOUS PROVISIONS
16.1 Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
16.2 Amendment.
a. BADGER RESERVES THE RIGHT TO AMEND THESE TERMS IN ITS SOLE DISCRETION AT ANY TIME.
b. When changes are made, Badger will make the revised version of these Terms available on the BSU Properties. Badger will also update the "Last Updated" date at the top of these Terms.
c. If Badger makes any changes to these Terms, and you have registered with us to create an account, Badger will also send an email to you at the last email address you provided to Badger.
d. Badger may require you to provide consent to the updated Terms in a specified manner before further use of the BSU Properties is permitted.
16.3 Non-Compete. You may not use the BSU Properties to solicit users to join other online information services that are competitive with the BSU Properties or any Badger product or service.
16.4 Waiver. No provision of these Terms may be changed, waived, discharged, or terminated, except if an authorized representative of the party against whom it is sought to be enforced approves such change, waiver, discharge, or termination in writing. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
16.5 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or contrary to law, the provision shall be modified by the court and interpreted so as to best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16.6 Assignment. These Terms, and any rights and licenses granted by Badger, may not be transferred or assigned by you without the prior written consent of Badger. GNS3 may freely transfer or assign these Terms and any or all of its rights and obligations described herein without restriction.
16.7 Governing Language. These Terms are in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Badger are for informational purposes only and it is your obligation to obtain independent legal advice at your own expense to ensure you understand the terms and conditions of these Terms.
16.8 Independent Contractors. These Terms do not create any relationship of principal and agent, partners, joint venturers, employer, and employee or similar relationship between the parties. You are prohibited from making any promise, warranty, or representation on behalf of Badger or obligating Badger in any way. You may not represent to any person that you are the agent of Badger, or are authorized to act on its behalf.
16.9 Cumulative Remedies. In addition to any remedies provided in these Terms, Badger shall have all remedies provided at law or in equity. Badger’s rights and remedies provided in these Terms or otherwise under law or in equity shall be cumulative and the exercise by Badger of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy.
16.10 Electronic Communications. By providing your email address to Badger, you agree to receive all required notices and other communications electronically to such e-mail address. Badger will use your email address in accordance with our Privacy Policy. You agree that all notices and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.
16.11 Headers. Use of paragraph headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.
17. CONTACT US.
All Feedback, comments, requests for technical support, and other communications relating to the BSU Properties should be directed to [email protected].