Terms of Service

Mad Badger Marketing Incorporated
Effective Date: July 30, 2026

These Terms of Service (the “Terms”) form a binding agreement between Mad Badger Marketing Incorporated, a Texas corporation (“Mad Badger Marketing,” “Company,” “we,” “us,” or “our”), and the person or business that accesses our website, purchases or subscribes to a service, signs an order form, or otherwise uses our services (“Client,” “you,” or “your”).

These Terms combine and replace any separate refund, purchase-option, and subscription-cancellation policies for services governed by these Terms.

Please read these Terms carefully. They contain important provisions concerning recurring billing, cancellation, refunds, ownership, exclusive provider placement, disclaimers, limits of liability, and dispute resolution.

By accessing our website, submitting an order, authorizing payment, electronically accepting an order form, or using the Services, you acknowledge that you have read, understood, and agreed to these Terms and our Privacy Policy. If you accept on behalf of a company or other entity, you represent that you have authority to bind that entity.

1. Definitions and Order of Precedence

1.1 Services

The “Services” include our websites, client portals, consultations, onboarding, strategy, website design and development, hosting, maintenance, search engine optimization, local visibility services, Google Business Profile support, paid advertising management, reputation management, content creation or distribution, tracking, reporting, Badgr.pro provider placement, and any related product, package, subscription, or professional service we offer.

1.2 Service Documents

A “Service Document” means a proposal, quote, order form, checkout page, invoice, statement of work, package description, territory confirmation, or other written document accepted by both parties that identifies Client-specific Services, pricing, scope, or terms.

1.3 Controlling Terms

If a conflict exists among applicable documents, the following order controls:

1. A signed Service Document that expressly states it overrides these Terms;
2. The applicable Service Document;
3. These Terms; and
4. General website or marketing descriptions.

Specific terms control over general terms. Additional or conflicting terms contained in a Client purchase order or other Client-generated document do not apply unless expressly accepted in writing by an authorized representative of the Company.

2. Business Use and Eligibility

The Services are intended primarily for legitimate business and commercial purposes. You represent that:

• You are at least the age of majority in your jurisdiction;
• The information you provide is accurate, current, and complete;
• You will use the Services only for lawful purposes; and
• You have authority to act for the business identified in your account or Service Document.

You are responsible for safeguarding account credentials and for activity conducted through your accounts. You may not sell, transfer, sublicense, or assign an account without our written consent.

3. Service Scope and Changes

3.1 Scope

The Services included in your engagement are limited to those stated in the applicable Service Document. Package names such as Burrow, Outpost, Territory, and Stronghold describe service levels but do not expand the written scope.

Any examples, projections, mockups, case studies, estimates, or general descriptions not incorporated into a Service Document are illustrative only and do not create a guarantee or additional obligation.

3.2 Out-of-Scope Work

Requests that materially change or expand the approved scope may require additional fees, a revised timeline, or a separate Service Document. Examples may include new service areas, additional websites or pages, additional advertising campaigns, custom software, major redesigns, extensive data entry, complex integrations, or work made necessary by a third-party platform change.

3.3 Service Modifications

We may improve, replace, reconfigure, or discontinue a tool, workflow, vendor, feature, or delivery method when reasonably necessary to provide, secure, or support the Services. We may substitute a substantially comparable method when a third-party product becomes unavailable, impractical, or materially more expensive.

4. Orders, Acceptance, and Service Commencement

4.1 Order Acceptance

Submitting an order is an offer to purchase. We may accept or decline an order, category, territory, project, or Client in our reasonable discretion. An order is accepted when we confirm it, process payment, begin onboarding, or commence work.

4.2 When Work Begins

Unless a Service Document states otherwise, work begins when we initiate onboarding after payment. Onboarding initiation may include sending an onboarding message, scheduling a call, conducting research, requesting information or access, reserving resources, defining a territory, creating project records, or beginning strategy, design, configuration, or development.

4.3 No Physical Goods

The Services are digital and professional services. Traditional shipping, returns, exchanges, and physical-goods return rights do not apply.

5. Fees, Taxes, and Payment Authorization

5.1 Fees

You agree to pay all fees stated in the applicable Service Document. Unless expressly stated otherwise, quoted fees do not include sales, use, excise, or similar taxes. You are responsible for applicable taxes other than taxes based on our net income.

5.2 Initial Payments

An initial payment, first-stage payment, setup payment, onboarding payment, or similar nonrecurring charge is:

• Due before service initiation unless otherwise stated;
• Earned when onboarding begins; and
• Non-refundable except for a documented duplicate charge, billing error, or as otherwise required by law.

Initial payments compensate us for reserving resources and performing strategy, research, planning, architecture, onboarding, configuration, administration, and initial implementation. The label used on an invoice does not change the non-refundable nature of the payment.

5.3 Recurring Billing

Certain Services are offered as monthly or annual subscriptions. By purchasing a subscription, you authorize us and our payment processor to store your payment method and automatically charge the recurring fees, applicable taxes, approved add-ons, and other amounts stated in the Service Document at each renewal until cancellation or termination.

Subscriptions automatically renew for successive periods equal to the original billing period unless canceled.

5.4 Billing Information

You must maintain accurate billing and contact information and promptly update an expired, replaced, or invalid payment method. Our inability to collect payment does not cancel amounts owed.

5.5 Price Changes

We may change recurring pricing by providing reasonable advance notice before the change applies to a future billing period. Promotional, introductory, discounted, or founding rates are not permanent unless expressly stated in a signed Service Document. If you do not accept a future price change, your remedy is to cancel before the new price takes effect.

Changes to pass-through charges, advertising budgets, taxes, or third-party platform costs may take effect as stated in the applicable notice or Service Document.

6. Subscriptions and Cancellation

6.1 How to Cancel

You may cancel a subscription at any time without advance notice through your customer account or dashboard. If self-service cancellation is unavailable, you may send a cancellation request to badgr@madbadgermarketing.com from an authorized account contact.

A request for information, a complaint, removal of account access, nonuse of the Services, or a failed payment is not a cancellation. Cancellation is effective only when submitted through an approved cancellation method and confirmed by us or our billing system.

6.2 Effect of Cancellation

Unless a Service Document states otherwise:

• Cancellation stops renewal after the current paid billing period;
• No further subscription payment will be charged for a later billing period;
• Services remain available through the end of the current paid period, subject to these Terms;
• Payments already processed remain non-refundable;
• No credit or prorated refund is provided for unused time, unused capacity, delayed participation, or an unused portion of an annual or monthly billing period; and
• Website transfer, provider-placement, territory, hosting, data-retention, and account-transition provisions in these Terms continue to apply.

6.3 Service Downgrades

A downgrade takes effect when approved by us and may apply at the next billing period. Features not included in the lower service level may end when the downgrade becomes effective. If a Client downgrades below a service level that includes exclusive provider placement or territory reservation, all related exclusivity and reservation rights end and the applicable territory may be offered to another provider.

7. Refund Policy

7.1 General Rule

Except for a documented duplicate charge, billing error, an express written refund commitment, or as required by law, all payments are final and non-refundable.

This includes:

• Initial, setup, onboarding, and first-stage payments;
• Monthly and annual subscription payments;
• Advertising management fees and advertising allocations already committed, used, or incurred;
• Hosting, software, platform, domain, license, and other third-party costs;
• Custom work, professional services, and add-ons; and
• Fees for a billing period affected by Client delay, suspension, or nonuse.

7.2 No Performance-Based Refunds

Refunds, credits, or charge reversals will not be issued because of dissatisfaction with rankings, Map Pack placement, traffic, impressions, clicks, click costs, leads, calls, form submissions, appointments, conversions, sales, revenue, return on investment, review volume, market response, or any other performance expectation.

7.3 Client Delays and Business Changes

Refunds are not provided because of:

• Failure to complete onboarding;
• Failure to provide materials, approvals, or access;
• Delayed responses or changing instructions;
• Failure to obtain or maintain a verified Google Business Profile or advertising account;
• A business closure, ownership change, relocation, rebrand, service change, staffing issue, licensing issue, or operational decision;
• Rejection, restriction, suspension, or delay by a third-party platform; or
• A Client’s inability or decision not to use completed or available Services.

Client-caused delay does not constitute non-delivery.

7.4 Billing Errors

You must report a suspected duplicate charge or billing error promptly to badgr@madbadgermarketing.com and provide information reasonably needed to investigate it.

8. Failed Payments, Suspension, and Reactivation

8.1 Failed Payments

If a payment fails or becomes past due, you must cure the default within seven (7) calendar days. We may retry the payment method and notify authorized contacts.

8.2 Suspension

We may suspend or limit any affected Service after seven (7) days of nonpayment. We may suspend reservation-based benefits, advertising activity, or exclusive provider placement sooner if payment required to maintain that benefit is not received when due.

Suspension may include:

• Taking a Company-hosted website offline;
• Pausing website support, maintenance, SEO, content, advertising, reputation, or local visibility work;
• Suspending hosting, reporting, integrations, call routing, forms, or lead delivery;
• Removing or limiting provider placement; and
• Releasing a reserved category or territory.

8.3 Reactivation

Reactivation may require payment of all outstanding balances, updated payment information, a reactivation fee, and completion of any new platform or verification requirements. We do not guarantee that a released category, territory, placement, campaign position, prior configuration, or prior timeline will remain available.

Suspension does not entitle you to a refund or extend a billing period.

9. Onboarding, Client Cooperation, and Timelines

9.1 Onboarding

We generally initiate onboarding within three (3) business days after receiving the required initial payment, unless another timeline is stated in a Service Document.

You must timely provide all information, materials, approvals, decisions, and access reasonably needed for the Services, which may include:

• Accurate business, service, licensing, location, and contact information;
• Logos, photographs, videos, brand standards, and service descriptions;
• Domain, DNS, hosting, website, analytics, advertising, social-media, directory, review-platform, and Google Business Profile access;
• Legal disclosures and required industry disclaimers; and
• A responsive and authorized point of contact.

9.2 Timeline Activation

Work may begin during onboarding, but a stated delivery timeline does not begin until we have received all required materials, access, instructions, and approvals. Timelines pause whenever a required Client response, decision, verification, payment, or access item is outstanding.

9.3 Website Timeline

Unless a Service Document states otherwise, we may require up to thirty (30) business days after completion of onboarding requirements to deliver a website that is structurally complete, functional, and ready for publication within the agreed scope.

9.4 Advertising Launch

Advertising launch is subject to completion of required website or landing-page infrastructure, tracking configuration, Client approvals, account access, platform review, payment status, and applicable verification.

For a package whose first month is designated for infrastructure, website development, research, campaign construction, tracking, or configuration, advertising is not required to run during that first month. Advertising may begin in the following service month after the foundation is ready and all Client and third-party requirements are satisfied.

9.5 Local Visibility Activation

Google Business Profile or similar local visibility work requiring a verified profile cannot begin until the applicable profile is verified and required access is granted. Activation generally occurs within seven (7) business days after all applicable requirements are satisfied.

If stand-alone local visibility service cannot begin solely because a verified profile is unavailable, you may request a prospective billing pause. A pause is not retroactive, does not create a refund, and does not apply to bundled website or other active Services unless we agree in writing.

9.6 Revisions and Delivery

If a Service Document includes unlimited revisions, it means unlimited reasonable revision requests within the original scope. It does not include repeated reversals, multiple redesigns, new pages or features, changes to previously approved work, or requests that materially expand the scope.

A website is considered delivered when it is structurally complete, functional, and publish-ready within the agreed scope. Continued requests for revisions do not postpone delivery status or payment obligations. Publication may occur upon Client approval or, after reasonable notice, when the deliverable meets the agreed completion standard and further delay is caused by Client inaction.

9.7 Delays Outside Our Control

We are not responsible for delay or disruption caused by Client inaction, credential or ownership disputes, DNS propagation, domain issues, vendor outages, cyber incidents, platform review, verification processes, policy enforcement, algorithm changes, account restrictions, force majeure events, or other circumstances outside our reasonable control.

10. Website Ownership, Hosting, and Transfer

10.1 Client Materials

As between the parties, you retain ownership of the pre-existing names, trademarks, logos, photographs, videos, text, and other materials you provide to us (“Client Materials”).

10.2 Subscription Website Builds

For a website furnished through a subscription package, ownership of transferable, Client-specific website files does not pass to Client until we have received twelve (12) full monthly subscription payments for that website. A qualifying annual prepayment counts as twelve payments when expressly associated with the website subscription.

Eligibility is based on successful payments received, not elapsed calendar months. Paused, failed, refunded, reversed, or disputed payments do not count.

If the subscription ends before twelve qualifying payments:

• We have no obligation to transfer or migrate the website;
• Client receives no ownership interest in the website build, files, structure, or configuration;
• Company-hosted infrastructure and website files remain Company property; and
• The website may be disabled or removed after the paid service period.

10.3 Transfer After Twelve Payments

After twelve qualifying payments and payment of all outstanding balances, Client may request a one-time transfer of the then-current transferable, Client-specific website files in a reasonably available format.

A transfer does not include:

• Company software, source code, internal tools, templates, frameworks, libraries, or methods;
• Company hosting accounts, server architecture, security systems, backups, monitoring, CDN, web application firewall, email infrastructure, or management accounts;
• Third-party themes, plugins, fonts, stock media, subscriptions, or licenses that are non-transferable or licensed to Company;
• Advertising, analytics, reporting, call-tracking, automation, or reputation-management accounts owned or licensed by Company;
• Badgr.pro pages, profiles, listings, data, platform features, or infrastructure; or
• Continued maintenance, support, hosting, updates, compatibility work, or technical assistance after transfer.

Client is responsible for obtaining replacement hosting, licenses, security, backups, and technical support. We do not guarantee that transferred files will function identically outside our managed environment.

10.4 Domains and Client-Owned Accounts

A domain or third-party account registered and paid for directly by Client remains Client property, subject to the provider’s terms. If we register a domain specifically for Client and the applicable Service Document identifies Client as the owner, we will reasonably cooperate with transfer after all amounts due are paid. Company-owned domains, platform accounts, and infrastructure do not transfer.

10.5 Badgr.pro and Other Company Platforms

All Badgr.pro pages, provider profiles, directory structures, URLs, rankings, data models, platform content, lead-routing systems, and related infrastructure remain Company property. Purchasing a Service does not transfer ownership of or create a permanent right in any Company platform, profile, URL, position, territory, traffic source, or audience.

11. Provider Placement and Territory Terms

This Section applies only when a Service Document expressly includes exclusive provider placement, a reserved category, or a defined territory.

11.1 Defined Scope

Any exclusivity applies only to the specific service category and geographic territory confirmed by Company (“Reserved Category” and “Defined Territory”). Similar, related, adjacent, or differently defined services are separate categories unless expressly included.

11.2 Nature of Exclusivity

During an active and current qualifying subscription, Company will not knowingly sell the same exclusive provider placement for the same Reserved Category in the same Defined Territory to another provider.

Unless expressly stated otherwise in a Service Document, exclusivity:

• Applies only to Company-controlled placement under the applicable program;
• Does not prevent consumers from finding or choosing other providers;
• Does not prevent search engines, advertising platforms, directories, or other third parties from displaying competitors;
• Does not prevent Company from operating general informational, comparison, category, or location pages;
• Does not apply to a different category, territory, platform, or nonexclusive service; and
• Is not a guarantee of impressions, traffic, leads, lead quality, sales, revenue, or market share.

11.3 Activation and Continued Eligibility

Company may reserve the Defined Territory when the qualifying order and payment are accepted. Continued exclusivity requires an active Territory, Stronghold, or other subscription expressly designated as qualifying.

Exclusivity and territory reservation end upon:

• Cancellation or termination of the qualifying subscription;
• A downgrade to a nonqualifying service;
• Nonpayment or reversal of a required payment;
• Client’s material breach of these Terms;
• Loss of required licensing, eligibility, or ability to serve the territory;
• Fraudulent, deceptive, unlawful, or harmful conduct; or
• Another ending event stated in the applicable Service Document.

Once exclusivity ends, Company may immediately offer or assign the category or territory to another provider. Reinstatement is not guaranteed.

11.4 Territory Definitions and Adjustments

Territories may be defined by city, postal code, county, radius, neighborhood, market, population, service area, map boundary, or another reasonable method. Territory names are descriptive and do not necessarily follow municipal borders.

As the platform, market data, population, search demand, service categories, or coverage model develops, Company may reasonably create, combine, divide, rename, clarify, or adjust territory or category boundaries. We will provide reasonable notice of a material change affecting an active Client. A subscription provides a conditional service benefit, not an ownership, franchise, license, property, or perpetual right in a geographic market.

11.5 Client Service Capability

Client must remain properly licensed, insured, qualified, and operationally capable of serving the Defined Territory and Reserved Category. Client must promptly disclose a loss of license, closure, material service limitation, or inability to respond to prospective customers.

12. Paid Advertising Terms

12.1 Platform Control

Advertising is subject to the rules, review, auctions, systems, and discretion of third-party platforms. We cannot guarantee approval, continued eligibility, delivery volume, ad position, impression share, click cost, lead volume, or account availability.

12.2 Advertising Accounts

The applicable Service Document may state whether campaigns are run through a Client-owned account or a Company-managed account. Client-owned accounts remain subject to Client’s rights and the platform’s terms. Company-owned or master accounts, billing profiles, templates, audiences, automation, and internal configuration remain Company property.

12.3 Advertising Allocation

If a package includes a managed advertising allocation, the Service Document or package description controls its amount and intended use. Unless expressly stated otherwise:

• The allocation is administered by Company as part of the integrated Service;
• It is not a Client-owned cash balance, trust account, refundable deposit, or guaranteed number of clicks or leads;
• Timing and deployment may vary based on launch readiness, platform approval, market conditions, click costs, account status, tracking, and campaign strategy;
• Amounts committed, spent, credited by a platform, or incurred are non-refundable; and
• Unused allocation does not roll over or convert to cash or account credit.

We may reasonably adjust campaign structure, keywords, match types, targeting, bidding, creative, scheduling, landing pages, and allocation among campaigns to manage performance and risk.

12.4 Client Advertising Responsibilities

Client is responsible for the truth, legality, substantiation, fulfillment, and availability of its advertised services, prices, warranties, promotions, financing, credentials, and claims. Client must disclose industry-specific restrictions and promptly review requested approvals.

13. Google Business Profile, Reviews, and Local Visibility

13.1 Profile Requirements

Some Services require an existing and verified Google Business Profile or similar third-party listing. Unless expressly included in a Service Document, we do not promise to create, reinstate, or verify a profile and do not guarantee any verification or reinstatement result.

13.2 Platform Decisions

Google and other platforms independently control profile eligibility, verification, suspension, reinstatement, content display, edits, reviews, rankings, and user access. We are not liable for their decisions, delays, data changes, or enforcement actions.

13.3 Reviews and Reputation Services

We may assist with lawful review requests, monitoring, responses, or reputation workflows. We do not guarantee that a customer will leave a review or that a platform will publish, retain, remove, or modify a review. Client may not direct us to fabricate reviews, suppress truthful reviews unlawfully, review-gate where prohibited, impersonate a customer, or otherwise violate platform rules or law.

14. No Performance Guarantees

Digital marketing and online visibility are affected by competition, proximity, market demand, consumer behavior, seasonality, pricing, reputation, sales practices, budgets, platform rules, auctions, algorithms, economic conditions, and many other factors outside our control.

Accordingly, we do not guarantee:

• Search engine, map, directory, or platform rankings;
• “Page 1,” “Top 3,” Map Pack, or any other position;
• Retention of a position after it is achieved;
• Traffic, impressions, reach, clicks, click cost, or geographic visibility;
• Any number, quality, validity, or exclusivity of leads, calls, messages, appointments, or customers;
• Conversion rates, sales, revenue, profit, return on investment, or business growth;
• Review volume, review score, or competitor displacement;
• Platform approval, verification, reinstatement, uptime, or continued availability; or
• A particular result from artificial intelligence, automation, or predictive tools.

Rankings and performance may increase, decrease, or fluctuate. Services are purchased for the professional work, systems, access, capacity, and deliverables provided, not for a promised business outcome.

15. Client Materials, Instructions, and Legal Compliance

15.1 Rights to Materials

You represent and warrant that you own or have all necessary rights, licenses, permissions, and releases for Client Materials and instructions you provide. You authorize us and our contractors to host, reproduce, edit, adapt, publish, distribute, and otherwise use Client Materials as reasonably necessary to perform the Services.

15.2 Accuracy and Approval

You are responsible for reviewing the accuracy of business information, claims, credentials, pricing, offers, disclaimers, and factual content. Approval, publication, or failure to timely object constitutes acceptance of the applicable content, except for errors we agree to correct.

15.3 Client Compliance

You are solely responsible for:

• The legality, licensing, insurance, and operation of your business;
• Compliance with advertising, privacy, accessibility, telemarketing, professional, consumer-protection, and industry-specific laws;
• Required disclosures, disclaimers, consents, terms, and notices;
• Products and services sold to customers and the handling of leads;
• Communications sent from Client-owned accounts or at Client’s direction; and
• The security and lawful use of Client accounts, customer data, and credentials.

We do not provide legal, tax, accounting, or regulatory advice.

15.4 Prohibited Instructions

We may refuse or remove content or instructions that we reasonably believe are unlawful, misleading, infringing, unsafe, discriminatory, defamatory, fraudulent, abusive, or inconsistent with a platform policy or our standards.

16. Intellectual Property

16.1 Company Materials

Except for Client Materials and transferable files expressly conveyed under Section 10, Company and its licensors retain all rights in:

• The Services and Company websites;
• Badgr.pro and Mad Badger Marketing names, brands, logos, mascots, designs, slogans, and marks;
• Templates, frameworks, layouts, design systems, code libraries, prompts, processes, research methods, strategies, automation, workflows, internal links, tracking structures, data models, reports, documentation, and know-how;
• Improvements, generalized learning, and reusable components developed while providing Services; and
• Company-created platform content, directory content, category structures, and market data.

No implied license or ownership right is granted.

16.2 Limited Client License

During an active subscription, we grant Client a limited, nonexclusive, nontransferable, revocable license to use the applicable deliverables for Client’s internal business purposes and authorized public marketing. This license is subject to payment and these Terms.

16.3 Portfolio and Case Studies

Unless a Service Document or separate confidentiality agreement states otherwise, Client authorizes us to identify Client as a customer and display publicly released work, Client’s name and logo, nonconfidential project descriptions, and publicly observable or Client-approved results in our portfolio, proposals, case studies, award submissions, and marketing. We will not knowingly publish Client’s confidential financial or customer information under this permission.

17. Confidentiality and Data

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use reasonable care to protect that information and use it only for the relationship, except where disclosure is authorized, required by law, already known without restriction, independently developed, or publicly available through no breach.

Our handling of personal information through our own websites and business operations is described in our Privacy Policy. When we process personal information on Client’s behalf, Client remains responsible for providing required notices, establishing a lawful basis, responding to individuals, and giving lawful instructions unless a separate data-processing agreement states otherwise.

18. Third-Party Services and Accounts

The Services may depend on search engines, advertising platforms, domain registrars, hosting providers, content-management systems, social networks, analytics providers, payment processors, communications services, artificial-intelligence providers, plugins, software, and other third parties.

Third-party services are governed by their own terms, policies, pricing, availability, and decisions. We do not control and are not responsible for:

• Outages, vulnerabilities, data loss, policy changes, price changes, or discontinued features;
• Account restrictions, suspensions, verification requirements, or enforcement decisions;
• Algorithm, auction, ranking, tracking, attribution, or reporting changes;
• Content or conduct of a third party; or
• Loss caused by Client’s separate agreement or interaction with a third party.

You authorize us to accept routine platform terms, configure accounts, and interact with third-party providers as reasonably necessary to perform the Services. You are responsible for third-party charges assigned to Client under a Service Document.

19. Artificial Intelligence and Automation

We may use artificial intelligence, machine learning, templates, and automation to assist with research, drafting, design, analysis, optimization, support, or production. These systems may produce incomplete, inaccurate, or variable output and may be affected by third-party terms and technical limitations.

We apply human direction or review as appropriate to the Service, but Client remains responsible for reviewing Client-specific facts, regulated claims, professional statements, and final approvals. Use of these tools does not create a guarantee of originality, registrability, noninfringement, or a particular outcome.

20. Communications

You consent to receive transactional emails, calls, account notices, onboarding requests, invoices, and service-related communications at the contact information you provide.

If you separately opt in to marketing text messages, message frequency may vary and standard message and data rates may apply. Consent to marketing texts is not a condition of purchase. You may reply STOP to opt out or HELP for help. Mobile opt-in information will not be sold or shared with third parties for their own marketing.

21. Website Use and Prohibited Conduct

You may not:

• Use the Services for an unlawful, fraudulent, deceptive, infringing, harassing, or abusive purpose;
• Introduce malware, harmful code, automated attacks, or unauthorized tracking;
• Probe, bypass, disable, or interfere with security, authentication, rate limits, or access controls;
• Scrape, harvest, copy, reverse engineer, or exploit Company systems, content, directories, data, or provider information except as expressly permitted;
• Misrepresent identity, authority, credentials, licensing, location, or affiliation;
• Send spam or unlawful communications using the Services;
• Infringe intellectual-property, privacy, publicity, or other rights; or
• Help another person do any of the foregoing.

We may investigate and suspend or terminate access for suspected violations.

22. Feedback

If you voluntarily submit an idea, suggestion, testimonial, review, or other feedback about the Services, you grant Company a perpetual, worldwide, nonexclusive, transferable, sublicensable, royalty-free license to use, reproduce, adapt, publish, distribute, and display it for any lawful purpose. You represent that you have the right to provide it. This Section does not authorize us to disclose confidential information.

23. Chargebacks and Payment Disputes

You agree to contact us first and make a good-faith effort to resolve a billing concern before initiating a chargeback or payment dispute.

Because work and resource commitments begin during onboarding and continue throughout each paid period, we may respond to a chargeback with records of the accepted Terms, Service Documents, payment authorization, onboarding, communications, access requests, strategy, configuration, work product, platform expenses, service availability, and delivery.

A chargeback does not cancel the Services or eliminate amounts legitimately owed. We may suspend Services, withhold transfer, and terminate the relationship while a payment dispute is pending. This Section does not waive any nonwaivable rights under applicable law or card-network rules.

24. Termination

24.1 Termination by Client

Client may cancel a subscription as provided in Section 6. A cancellation is not a termination for breach and does not create a refund.

24.2 Termination or Refusal by Company

We may suspend, decline, or terminate Services immediately for nonpayment, fraud, unlawful conduct, threats, abuse, security risk, platform-policy violations, reputational harm, loss of required eligibility, unauthorized access, material misrepresentation, or material breach of these Terms.

We may also discontinue a Service or terminate an engagement for business or operational reasons by providing reasonable notice when practicable.

24.3 Effect of Termination

Upon expiration or termination:

• Client’s right to use subscription-only Services ends;
• Amounts already earned and all outstanding fees become due;
• Company may stop work, advertising, hosting, support, access, lead routing, and provider placement;
• Territory and exclusive placement rights end and may be reassigned;
• Transfer rights remain subject to Section 10; and
• Provisions that by their nature should survive—including payment, ownership, confidentiality, disclaimers, indemnification, limitations, and dispute provisions—will survive.

25. Data Retention After Service Ends

After cancellation or termination, we may retain website files, backups, project records, communications, and access information for up to thirty (30) days for transition and administrative closeout, or longer when reasonably required for legal, security, backup, tax, dispute, or recordkeeping purposes.

After the transition period, we may delete or disable files, backups, configurations, profiles, forms, call routing, messages, or account access without further notice. We have no obligation to maintain or restore data after Services end unless a Service Document or applicable law requires otherwise. Client is responsible for requesting any eligible transfer and preserving Client-owned data before the retention period expires.

26. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DELIVERABLES, WEBSITES, PROVIDER PLACEMENTS, LEADS, CONTENT, TOOLS, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AVAILABILITY, SECURITY, COMPATIBILITY, AND RESULTS.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY CONTENT, LEAD, REPORT, FORECAST, RANKING, OR RESULT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CLIENT’S PURPOSE.

Some jurisdictions do not allow certain warranty exclusions, so an exclusion applies only to the extent permitted by applicable law.

27. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, OWNERS, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY; COST OF SUBSTITUTE SERVICES; OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGE IS POSSIBLE.
2. COMPANY WILL NOT BE LIABLE FOR A THIRD-PARTY PLATFORM, ALGORITHM, ACCOUNT ACTION, OUTAGE, SECURITY EVENT, ADVERTISING AUCTION, REVIEW, LEAD, CUSTOMER, CLIENT CONTENT, OR CLIENT BUSINESS DECISION.
3. THE AGGREGATE LIABILITY OF COMPANY AND ALL RELATED PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND ALL APPLICABLE SERVICE DOCUMENTS WILL NOT EXCEED THE FEES ACTUALLY PAID TO COMPANY FOR THE SPECIFIC AFFECTED SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. They do not limit liability that cannot legally be limited.

28. Indemnification

You will defend, indemnify, and hold harmless Company and its directors, officers, employees, owners, contractors, affiliates, licensors, and service providers from claims, demands, investigations, damages, judgments, settlements, penalties, fines, liabilities, costs, and reasonable attorneys’ fees arising from or related to:

• Client Materials, Client instructions, Client products or services, or Client’s business operations;
• An allegation that Client Materials, claims, offers, or instructions infringe rights or violate law;
• Client’s advertising, communications, handling of leads, customer relationship, privacy practices, or regulatory obligations;
• Client’s misuse of the Services, breach of these Terms, or violation of a third-party platform’s terms; or
• Fraud, negligence, willful misconduct, or unlawful conduct by Client or its personnel.

Company may control the defense and settlement of an indemnified claim. Client may not settle a claim in a manner that admits fault by or imposes an obligation on Company without our written consent.

29. Dispute Resolution; Governing Law; Venue

29.1 Good-Faith Resolution

Before filing a lawsuit, the complaining party must send written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of the notice. This requirement does not prevent a party from seeking urgent injunctive relief or filing when necessary to preserve a claim before a limitations period expires.

29.2 Governing Law and Venue

These Terms and all disputes arising from them are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. To the extent permitted by law, the state and federal courts located in Lubbock County, Texas have exclusive jurisdiction and venue, and each party consents to personal jurisdiction there.

29.3 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, A SERVICE DOCUMENT, OR THE SERVICES.

29.4 Individual Claims

To the extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding.

30. Electronic Records and Signatures

You consent to conduct transactions electronically and to receive agreements, disclosures, notices, invoices, and records electronically. Electronic acceptance, checkboxes, typed names, payment authorization, and electronic signatures are intended to have the same force as handwritten signatures to the extent permitted by law.

You are responsible for retaining copies of these Terms and applicable Service Documents.

31. General Provisions

31.1 Independent Contractors

The parties are independent contractors. These Terms do not create an employment, partnership, joint venture, franchise, fiduciary, agency, or exclusive relationship. Neither party may bind the other except as expressly authorized.

31.2 Subcontractors

We may use employees, affiliates, vendors, and subcontractors to provide the Services and remain responsible for our contractual obligations, subject to these Terms.

31.3 Assignment

Client may not assign these Terms, a Service Document, an account, or a territory right without our prior written consent. We may assign these Terms or a Service Document in connection with a reorganization, financing, merger, sale of assets, transfer of a service line, or similar business transaction.

31.4 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disruption, utility or internet failure, cyberattack, government action, platform outage, vendor failure, or widespread technical disruption. This Section does not excuse Client’s obligation to pay amounts already due.

31.5 Notices

Notices to Client may be sent to an email address, mailing address, account, portal, or telephone number associated with Client. Notices to Company must be sent to badgr@madbadgermarketing.com, except that formal legal notices should also be sent by trackable mail to the address in Section 33.

A notice is effective when sent electronically, when delivered personally, or according to the carrier’s delivery record.

31.6 Entire Agreement

These Terms, the Privacy Policy, and applicable Service Documents constitute the entire agreement concerning their subject matter and replace prior or contemporaneous discussions, representations, and policies concerning that subject matter.

31.7 Amendment and Waiver

No waiver or amendment is effective unless in writing and authorized by the party against whom it is asserted, except for updates made under Section 32. Failure to enforce a provision is not a waiver.

31.8 Severability

If a provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

31.9 Headings and Interpretation

Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural where appropriate. These Terms will not be construed against a party solely because that party drafted them.

31.10 No Third-Party Beneficiaries

Except for persons expressly protected by the warranty disclaimer, limitation of liability, or indemnification provisions, these Terms create no third-party beneficiary rights.

32. Changes to These Terms

We may update these Terms from time to time by posting a revised version and changing the Effective Date.

Changes apply immediately to new orders and new users. For an existing recurring subscription, a material change applies prospectively after reasonable notice or at the next renewal, unless the change is required sooner by law, security needs, or a third-party platform.

Continued use of the affected Services after the effective date of an update constitutes acceptance. If you do not accept a material update, you must cancel the affected subscription before the update applies. An update does not retroactively alter a dispute that arose before the update’s effective date.

33. Contact Information

Questions, cancellation requests when self-service cancellation is unavailable, and billing concerns may be directed to:

Mad Badger Marketing Incorporated
1703 140th Street
Lubbock, Texas 79423
United States

Email: badgr@madbadgermarketing.com