Terms of Service

These Terms of Service govern your use of AgencyCRM and BadenAI (together, the "Service"), provided by BadenAI. By creating an account or using the Service, you agree to these terms. If you do not agree, do not use the Service.

1. Who can use the Service

The Service is intended for licensed life insurance agents and the administrative staff who support them. By using the Service for client work, you represent that you (or the agent on whose behalf you are acting) hold a valid life insurance licence in the Canadian province or territory where you operate, and that you remain in good standing with your regulator.

You are responsible for maintaining the confidentiality of your account credentials. You must enable two-factor authentication and you are responsible for all activity under your account.

2. Your professional and regulatory responsibilities

Our Service supports your practice; it does not replace your professional obligations. You remain solely responsible for:

• Compliance with all applicable insurance regulations, including suitability assessments, KYC, record-keeping, and disclosure requirements
• The accuracy of any advice, recommendation, or document you provide to your clients
• Obtaining the necessary consents from your clients to collect, use, and disclose their personal information
• Your conduct under PIPEDA, Quebec Law 25, PHIPA, and any other privacy laws applicable to your practice
• The accuracy of information you enter into the Service

Nothing in the Service constitutes legal, tax, regulatory, or professional advice from us to you or to your clients.

3. AI features — outputs are tools, not advice

BadenAI uses artificial intelligence to generate proposals, summarize calls, research underwriting questions, and match simplified issue policies. AI output is a tool to assist your professional judgment. It is not advice, and we do not warrant its accuracy or completeness.

• You must independently verify every AI-generated output before relying on it with clients
• You are solely responsible for the content of any document, recommendation, or communication you deliver to a client, even when generated with AI assistance
• AI outputs may contain errors, outdated information, or omissions; underwriting guidelines and product details change frequently and may not reflect every recent change
• Carrier underwriting decisions are made by carriers, not by BadenAI — our research is informational only

4. Subscriptions, billing, and renewal

Paid subscriptions (AgencyCRM Pro, BadenAI Pro, Pro Bundle) and the BadenAI Starter one-time purchase are billed in Canadian dollars through Stripe. By subscribing you authorize us to charge the payment method on file for the applicable fees.

• Auto-renewal. Pro subscriptions renew automatically each month until cancelled. You can cancel at any time from your account settings.
• Cancellation. Cancellations take effect at the end of the current billing period. You retain access until then.
• Price changes. We may change prices on at least 30 days' notice. If you do not accept a price change, cancel before the next billing cycle.
• Failed payments. If a charge fails, we may suspend access until payment is received. Repeated failure may result in account termination.
• Taxes. Fees are exclusive of applicable Canadian sales taxes (GST/HST/PST/QST), which are added at checkout.

5. No refunds

All fees are non-refundable. Charges are vested at the time of payment. We do not offer refunds, prorated refunds, or credits for unused subscription periods, unused tokens, expired tokens, or features you choose not to use, regardless of the reason for cancellation or non-use. By purchasing a subscription or a BadenAI Starter package, you acknowledge and agree that you are not entitled to any refund and will not initiate a chargeback for fees properly charged under these Terms.

If you believe a charge is in error, contact glenn@badenai.com before disputing the charge with your bank or card issuer.

6. AI tokens and overage

BadenAI plans include a monthly token allocation. When your allocation is exhausted, AI features are blocked until you purchase a token top-up or until your monthly allocation resets. The Service will not let you exceed your allocation without an explicit purchase, so you cannot accidentally incur overage charges.

If you choose to purchase token top-ups, you are responsible for those charges. Top-up tokens are non-refundable and non-transferable. Unused top-up tokens roll over until consumed (no expiry).

7. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose or in violation of insurance regulation, privacy law, or any other applicable law
• Use the Service to send spam, unsolicited communications, or harass any person
• Resell, sublicense, or share access with anyone outside your licensed practice
• Attempt to extract, scrape, or republish our underwriting knowledge base or other proprietary content
• Reverse engineer, decompile, or attempt to derive the source code of the Service
• Probe, scan, or test the security of the Service without our prior written consent
• Upload viruses, malware, or any code intended to disrupt the Service
• Interfere with another user's use of the Service

8. Beta and early-access features

Some features (currently including commission reporting) are offered in beta or early-access form. Beta features are provided as-is, without any warranty, may behave unpredictably, may change or be removed without notice, and may produce inaccurate results. You should not rely on beta features for compliance, regulatory, or financial reporting purposes without independent verification.

9. Service availability — no uptime guarantee

We work to keep the Service running reliably, but we do not guarantee uptime, availability, or continuous operation. The Service may be unavailable from time to time due to maintenance, updates, infrastructure issues, third-party outages (including Anthropic, Stripe, or your email/SMS providers), or other causes within or beyond our control. We are not liable for any loss or harm resulting from downtime or unavailability.

10. Backups and data loss — no guarantee

We perform routine backups for our own operational purposes. We do not guarantee the recoverability of your data and we are not responsible for data loss, however caused. You are responsible for maintaining your own copies of any data you consider critical, including by exporting your records from the Service periodically.

11. Ownership

Your data is yours. You retain all rights in the data you (or your clients, through you) submit to the Service. You grant us a limited licence to host, transmit, process, and display that data solely as necessary to provide the Service to you.

The software is ours. The Service, including the AgencyCRM and BadenAI applications, our underwriting knowledge base, our prompt designs, and all related intellectual property, are owned by BadenAI and protected by Canadian and international intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for the duration of your subscription.

12. Termination

You may cancel your subscription at any time from your account settings. We may suspend or terminate your access immediately, without refund, if you breach these Terms, fail to pay fees, use the Service unlawfully, or pose a security or operational risk to us or other users.

On termination, you have 30 days to export your data. After 30 days we may delete your account data, subject to retention requirements described in our Privacy Policy.

13. Disclaimer of warranties

The Service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

14. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or your use of the Service will not exceed the fees you paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

We will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of business, loss of clients, loss of data, regulatory fines, or reputational harm, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.

15. Indemnification

You agree to indemnify and hold harmless BadenAI, its directors, officers, employees, and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising out of:

• Your use of the Service in breach of these Terms or applicable law
• Your handling of client information, including any breach of privacy obligations to your clients
• Your professional advice, recommendations, or documents delivered to clients, including any reliance on AI-generated output
• Any claim brought by your client or your regulator that relates to your use of the Service

16. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the courts of Ontario, and you consent to the personal jurisdiction of those courts.

17. Changes to these Terms

We may update these Terms from time to time. When we make material changes we will notify account holders by email and update the "Last updated" date at the top of this page. Continued use of the Service after the effective date of a change means you accept the updated Terms.

18. Miscellaneous

• Entire agreement. These Terms, together with our Privacy Policy, are the entire agreement between you and us regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce any right is not a waiver of that right.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a sale, merger, or restructuring.
• Force majeure. Neither party is liable for delays or failure to perform due to events beyond reasonable control.

19. Contact us