Terms of Service.

Badger Sheets reads an Amazon Ads bulk file that you export from the Amazon Ads console and produces an audit of it: structural findings, wasted-spend estimates, search-term analysis, and a score. Where the bulk builder is available to your account, the Service also generates a new bulk file of campaigns that you can choose to upload to your own advertising account. Section 8 is about that file.

Two paths, and the difference matters. The tools at /local and /ngram, and the audit on our home page, run inside your browser and require no account; your file is not uploaded. If you create an account and upload a file, we store it and the audit built from it. Our Privacy Policy describes each path precisely.

The score and the findings come from rules we keep refining as we study more real accounts, so the same file can score differently after an update. Each report shows the rubric it was scored with.

We are an independent analytics tool. We do not connect to the Amazon Advertising API, we do not place or manage advertising on your behalf, and we do not have access to your Amazon account. Everything we know about your advertising comes from a file you give us.

You accept these Terms by using the Service: by running an audit in your browser without an account, by submitting your email address to receive a report, or by signing in. Each of those forms says so where you press the button. If you accept for a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

You must be at least 18, legally capable of entering a binding contract, and using the Service for business rather than personal, family, or household purposes.

You represent that you are not located in, organised under the laws of, or ordinarily resident in a country subject to comprehensive United States sanctions, and that you are not on a United States government restricted-party list.

Badger Sheets is provided at no charge. There is no subscription, no payment method on file, and nothing to cancel. Because of that, several things follow that would be unusual in a paid agreement, and we would rather state them than have you assume otherwise:

• the Service is provided on an “as is” and “as available” basis, with no service-level commitment and no uptime promise;
• we may change, limit, suspend, or discontinue the Service, any feature, or your access to it, at any time;
• our indemnification obligation in Section 15 does not apply, and the liability cap in Section 14 is the flat amount stated there rather than a multiple of fees, because there are no fees.

If we introduce paid plans, we will say so before any charge, and no charge will be made without you affirmatively choosing a plan. Nothing in these Terms authorises us to bill you.

Badger Sheets has no passwords. You sign in with a one-time link sent to your email address, which means your email account is your account: anyone who can read that inbox, or who obtains an unexpired sign-in link, can reach your audits. Keep your inbox secure and do not forward sign-in links.

You are responsible for activity under your account and for the accuracy of what you tell us. Tell us promptly at thebadger@adbadger.com if you believe your account has been reached by someone else.

You may use the Service for your own internal business purposes. You may not:

• resell, sublicense, syndicate, or redistribute the Service or any dataset obtained from it. An agency or consultant may use the Service for clients whose accounts it manages and share the resulting findings with them, but may not package or sell our output as a standalone dataset or product;
• use the Service, or its output, to build or improve a competing product, or benchmark it for that purpose;
• use the output to train, fine-tune, or evaluate a machine-learning model, other than your own internal analysis of your own advertising;
• reverse engineer or attempt to derive source code or non-public components, except so far as that restriction is prohibited by law;
• scrape the interface, circumvent limits or authentication, or interfere with the integrity, security, or performance of the Service;
• upload material containing malicious code, or use the Service in violation of law.

We may suspend activity that places a disproportionate load on the Service or presents a security risk, after trying to reach you where that is practical.

You keep ownership of every file you upload and everything in it (campaign structure, keywords, search terms, ASINs, SKUs, and performance figures), together with the audits and generated files produced for your account (“Your Data”). We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, and display Your Data solely to provide, secure, and support the Service. That licence exists so the product can function; it is not a licence to do anything else with it.

You warrant that you may lawfully give us the file. Your relationship with Amazon is yours, and exporting your advertising data to a third-party tool is governed by your agreement with Amazon rather than by us. You are responsible for confirming that you are permitted to do it.

Size limits. Uploaded bulk files are capped at 60 MB; the in-browser tools accept up to 150 MB because the file never leaves your machine; an optional Business Report is capped at 3.5 MB. Very large accounts should export 30 days at a time. We may decline a file we cannot read, including an export whose worksheets are too large for us to open safely, and we may refuse to audit a file whose contents we cannot classify rather than produce a result that would mislead you.

Retention and deletion. Audits are kept until you delete them, so you can compare an account over time. The raw bulk file you upload is deleted 30 days after its audit completes; the audit itself is not affected. Deleting an audit removes the audit record and, if it is still held, the stored file, immediately and irreversibly. You can close your account yourself from the bottom of your audits page; that removes your account, your audits, your uploaded files and any generated bulk sheets, immediately and irreversibly. Hashed sign-in security records are kept to enforce rate limits, as the Privacy Policy describes. You can also ask us to delete anything at thebadger@adbadger.com.

The Service compares your account against benchmarks built from other audits, and an eligible audit of yours (a verified account, a file in US dollars) contributes to those benchmarks. This is the one place your numbers inform something another customer sees, so here is exactly what that means.

Benchmarks use headline ratios only (ACOS, ROAS, click-through rate, conversion rate), grouped into broad spend tiers. No campaign name, keyword, search term, ASIN, SKU, account identifier, or email is ever part of a benchmark. A benchmark is withheld entirely unless at least 20 accounts sit in the group, so no figure can describe a set small enough to identify anyone.

We own the aggregated and de-identified statistics we derive, and we will not attempt to re-identify them.

The bulk builder produces an Amazon Ads bulk file that creates new Sponsored Products campaigns from a completed audit or from settings you choose: campaigns, ad groups, product ads, targets and keywords, placement adjustments, negative keywords, and negative product targets, each with the budget, bids, state, and start date set in the builder. The file only creates. It does not edit, pause, or archive anything that already exists in your account. This section is the most important one on this page, because that file does something the rest of the Service does not.

We never connect to your Amazon account, and we never apply anything to it. We hand you a file. Uploading it through bulk operations in the Amazon Ads console is an action you take, in your account, with your credentials. Amazon applies it, not us.

Uploading it makes real changes. Once Amazon accepts the file, the campaigns in it exist in your account. Campaigns are enabled unless you set their state to paused in the builder, and an enabled campaign starts serving ads and spending its daily budget from its start date, which is the day you generated the file unless you changed it. Nothing in the Service can undo that. Pausing, editing, or archiving those campaigns is done in Amazon, by you.

You are responsible for reviewing a generated file before you upload it: the products, the keywords, the targets, the negatives, the bids, the budgets, the state, and the start date. The builder works from a past audit and the settings you gave it. It cannot know what has changed in your account since, what you intend, or what is deliberate, and a recommendation that is right on average can be wrong for you.

We suggest uploading with campaigns paused, or with small budgets, confirming in the Amazon Ads console that the result is what you expected, and only then enabling or scaling. Amazon reports the rows it rejects during an upload; read that report.

To the maximum extent permitted by law, we are not responsible for the outcome of changes you apply, including lost sales, increased spend, or campaign disruption. Section 14 limits our liability generally, and this Section describes the situation it most obviously covers.

Badger Sheets is an independent tool. It is not affiliated with, endorsed by, sponsored by, or connected to Amazon.com, Inc. or its affiliates. Amazon and related names and marks are the property of Amazon.com, Inc. or its affiliates, and are used here only to describe the files and advertising features the Service works with.

Amazon controls the bulk-file format and may change it without notice. If it changes in a way we cannot read, the Service may decline files or produce incomplete results until we catch up, and a generated file may be rejected by Amazon until we catch up. You remain responsible for your own compliance with Amazon’s terms and policies.

We and our licensors own the Service, its software, interfaces, content, audit methodology, and associated intellectual-property rights. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service in accordance with these Terms.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without obligation to you.

We do not promise any level of availability. The Service depends on third-party hosting, database, email, queueing, analytics, and marketing providers, and on the continued availability of the Amazon bulk-file format. Interruption caused by a third party or by an event outside our reasonable control is not a breach of these Terms.

We may add, change, or remove features at any time. Because the Service is free, no refund or credit remedy arises from any change, suspension, or discontinuation. The vendors we rely on are listed in our Privacy Policy.

We process personal data as described in our Privacy Policy, which forms part of these Terms.

A bulk file is business data (campaign structure and performance figures) rather than personal data about individuals, and the account information we hold is data we control rather than data we process on your behalf. If your own compliance position requires a data processing agreement, write to us and we will provide one.

Each party will use the other’s non-public information only to exercise its rights and perform its obligations under these Terms, protect it with at least reasonable care, and disclose it only to people bound by comparable obligations. This does not apply to information that is public without breach, was already lawfully known, is lawfully received from a third party, or is independently developed.

If law requires disclosure, the disclosing party may disclose the required portion after giving notice where legally permitted.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT AN AUDIT, FINDING, ESTIMATE, SCORE, BENCHMARK, OR GENERATED FILE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR ACCOUNT; OR THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR COMMERCIAL RESULT.

Findings are advisory.An audit is an opinion generated from a file, not advice about your business, and it is not a substitute for your own judgement or for Amazon’s own reporting.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, GOODWILL, OR DATA. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED US $500.

These limits do not apply to liability that cannot be excluded by law, or to either party’s fraud, gross negligence, or wilful misconduct. Some jurisdictions do not permit certain exclusions, which then apply only so far as permitted.

You will defend and indemnify Ad Badger Inc., its affiliates, and their officers, directors, employees, and agents against third-party claims arising from Your Data, your breach of these Terms or misuse of the Service, any file you upload to an advertising account or change you apply to one based on Service output, or any commercial decision you make from it.

Because the Service is free, we provide no indemnification to you. We will give prompt notice of a claim, allow you to control its defence, and cooperate at your expense.

We may suspend or terminate access if you materially breach these Terms, if we reasonably believe your use threatens the security or availability of the Service or another customer, or if required by law. We will give notice where that is legally permitted and practical.

You may stop using the Service at any time and close your account. Sections 6, 7, 8, 10, 13, 14, 15, 18, and 19 survive termination, along with any provision that by its nature should.

We may update these Terms. We will change the version and effective date at the top of this page, and for a material change affecting registered users we will give notice by email or in the product before it takes effect. Continued use after that date is acceptance. If you do not agree, stop using the Service.

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Each party submits to the exclusive jurisdiction of the state courts located in Travis County, Texas and the United States District Court for the Western District of Texas, Austin Division, and waives any objection based on venue or inconvenient forum.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Entire agreement. These Terms and the Privacy Policy are the entire agreement about the Service and supersede prior discussions on that subject. Where these Terms and the Ad Badger terms at adbadger.com differ for Badger Sheets specifically, these Terms govern.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation, or sale of the business to which they relate.

Severability and waiver. If a provision is unenforceable it will be enforced as far as permitted and the rest remains in effect. A failure to enforce is not a waiver.

Independent parties. These Terms create no partnership, joint venture, employment, or agency relationship.

Notices. We may give notice by email to the address on your account or in the product. Notices to us go to thebadger@adbadger.com and, for a formal legal notice, to the postal address below.

Ad Badger Inc.
2028 E Ben White Blvd, Ste 240-4800
Austin, TX 78741, USA
thebadger@adbadger.com