Terms of Service

1. Definitions

“Service” means the Buzzmax white-labeled, multi-tenant review-collection and reputation-management platform, including the web dashboard, review-request and feedback funnels, messaging tools, analytics and rank-tracking features, AI-assisted content features, application programming interfaces, and all related software and documentation that we make available.

“Consumer” means a natural person who is an end customer of the Customer’s own business and who receives a review request from, or submits a review, rating, feedback, photo, or other content through, the Service.

“Consumer Data” means personal information relating to a Consumer that Buzzmax processes on Customer’s behalf through the Service, including Consumer name, email address, and telephone number used to send review requests, and Consumer-submitted review content (see “UGC”).

“Customer Data” means all data submitted to or generated in the Service by or for Customer, including Customer account and login information, Customer business-location information, Google Business Profile data connected by Customer, keyword-rank and AI-visibility scan data associated with Customer, and Consumer Data.

“UGC” (user-generated content) means content authored and submitted by Consumers through the Service, including star ratings, free-text reviews, written feedback, and uploaded photographs.

“Subprocessor” means a third party engaged by Buzzmax to process Customer Data in connection with providing the Service, as listed in Section 7.5.

“Applicable Data Protection Laws” means all laws applicable to the processing of personal information under this Agreement, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (collectively, “CCPA/CPRA”), the EU and UK General Data Protection Regulation (“GDPR”) where applicable, the Telephone Consumer Protection Act (“TCPA”), and the CAN-SPAM Act.

2. Acceptance and Eligibility

2.1 Binding acceptance. By accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms and by any order form, subscription plan, or Buzzmax policy incorporated by reference, including our Privacy Policy and Acceptable Use Policy.

2.2 Business use only; authority. The Service is offered solely to businesses for commercial purposes. It is not directed to consumers for personal, family, or household use. By accepting these Terms, the individual accepting represents and warrants that they are at least 18 years old, are authorized to bind the Customer entity, and that the Customer is a validly formed business in good standing.

2.3 No competing or restricted use. You may not access the Service if you are a direct competitor building a comparable product, or if you are barred from receiving the Service under the laws of the United States or other applicable jurisdictions.

2.4 Reseller and white-label context. The Service is white-labeled and multi-tenant. Where Customer resells or presents the Service to its own clients or locations under Customer’s brand, Customer remains solely responsible to those clients and locations and for compliance with these Terms across all of Customer’s tenants and locations.

3. Description of the Service

3.1 What the Service does. Buzzmax provides a reputation-management platform for multi-location service businesses that enables Customer to: (a) send review requests to Consumers by SMS and email; (b) collect Consumer feedback, star ratings, written reviews, and photos through branded feedback forms; (c) route Consumers to public review platforms (such as Google Business Profile and other public review sites); (d) manage and respond to reviews, including with AI-assisted draft replies; (e) generate AI-assisted social and marketing post content; and (f) monitor keyword rankings and AI-visibility metrics through third-party scanning tools.

3.2 How the Service routes Consumers. A Consumer who opens a review link is asked for a star rating before anything else, and that rating decides which screen the Consumer is shown first. Customer sets the threshold (the “star-gate threshold”) in the Service’s settings. It defaults to four stars, so by default a rating of four or five stars opens the links to public review platforms first, and a rating of one, two, or three stars opens a private feedback form addressed to Customer first.

The public review option remains available to every Consumer at every rating. The private feedback form carries a button that opens the same public review platform links; that button appears whenever Customer has connected at least one platform, and it is never conditioned on the rating. The platform links are delivered to every Consumer’s browser regardless of how that Consumer rated. No rating prevents a Consumer from reaching a public review platform. A message sent through the private form is delivered to Customer and is not published as a public review.

Public review platforms set their own rules about routing Consumers by rating, and some of them prohibit it. Customer chooses its star-gate threshold and is responsible for that choice under the policies of the platforms it uses, as provided in Section 5.1.

3.3 Third-party platforms. The Service integrates with and depends on third-party platforms and networks, including Google, telecommunications carriers, and public review sites. Buzzmax does not control those third parties, their availability, their policies, or their treatment of reviews or business profiles, and their terms and rate limits may affect the Service.

3.4 Changes to the Service. We may modify, enhance, or discontinue features of the Service from time to time. We will not materially reduce the core functionality of a paid subscription during a paid term without providing reasonable notice.

4. Customer Accounts and Security

4.1 Registration. To use the Service, Customer must create an account using a valid email address and credentials. Customer must provide accurate and complete information and keep it current.

4.2 Credential security. Account passwords are stored using industry-standard one-way hashing (bcrypt). Customer is responsible for maintaining the confidentiality of its login credentials and for all activity that occurs under its account, whether or not authorized. Customer must notify us promptly at team@buzzmax.ai of any suspected unauthorized access or security incident affecting its account.

4.3 Users and locations. Customer is responsible for its authorized users and for any of its business locations or sub-tenants provisioned in the Service, and for ensuring each complies with this Agreement.

4.4 We are not responsible for losses arising from unauthorized use of Customer’s account that result from Customer’s failure to safeguard credentials.

5. Acceptable Use

5.1 Compliance. Customer will use the Service only for lawful business purposes and in compliance with this Agreement and all applicable laws, including Applicable Data Protection Laws, the TCPA, the CAN-SPAM Act, and FTC rules governing reviews, endorsements, and testimonials.

5.2 Prohibited conduct. Customer will not, and will not permit any user or third party to:

• (a) create, submit, solicit, or publish fake, fabricated, incentivized-without-disclosure, or misrepresented reviews, ratings, or testimonials, or reviews from persons who did not have the represented experience;
• (b) use the Service to suppress or withhold genuine Consumer reviews, including by unfounded legal threats, intimidation, or false public statements about a reviewer, by submitting a review takedown or removal request that Customer knows to be baseless, or by presenting the reviews displayed for a business as all or most of the reviews it has received when they are not; to hijack or misappropriate reviews written about a different business or product; or to engage in any other practice prohibited by 16 CFR Part 465;
• (c) send messages to Consumers who have not provided the consent required by the TCPA and applicable law, or who have opted out;
• (d) upload or transmit Consumer contact information that Customer did not lawfully collect and is not lawfully entitled to use for review requests;
• (e) infringe the intellectual property, privacy, or publicity rights of any person;
• (f) upload malicious code, attempt to gain unauthorized access to the Service or its systems, circumvent usage limits, or interfere with the integrity or performance of the Service;
• (g) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• (h) use the Service to send unlawful, harassing, defamatory, obscene, or otherwise objectionable content; or
• (i) resell, sublicense, or provide access to the Service except as expressly permitted in a written order or reseller arrangement with Buzzmax.

Choosing a star-gate threshold, as described in Section 3.2, is not by itself a breach of clause (b). Customer remains responsible under Section 5.1 for how it configures the Service, including for compliance with the review platforms’ own policies on routing Consumers by rating.

5.3 Enforcement. We may investigate suspected violations and may suspend or limit access to the Service to protect the Service, our other customers, Consumers, or third parties, or to comply with law. Where practicable, we will provide notice and an opportunity to cure.

6. Customer Data and Consumer Personal Information (Data Processing Terms)

This Section 6 governs the Parties’ respective roles and obligations with respect to Consumer Data and other personal information. It applies in addition to our Privacy Policy. Where a separate signed Data Processing Addendum (“DPA”) exists between the Parties, the DPA controls to the extent of any conflict.

6.1 Roles of the Parties. As between the Parties, Customer is the business, controller, or data owner with respect to Consumer Data, and Buzzmax is the service provider or processor that processes Consumer Data solely on Customer’s behalf. Customer determines the purposes and means of processing Consumer Data. Customer is responsible for its relationship with Consumers, including providing Consumers with any privacy notices, disclosures, and choices required by law regarding the collection of their contact information, the sending of review requests, and the collection and publication of their reviews and photos.

6.2 Buzzmax’s processing commitments. Buzzmax will process Consumer Data only:

• (a) on behalf of and in accordance with Customer’s documented instructions, which include this Agreement and Customer’s configuration and use of the Service;
• (b) as necessary to provide, secure, and support the Service; and
• (c) as otherwise required by applicable law, in which case Buzzmax will inform Customer of the legal requirement unless prohibited from doing so.

6.3 CCPA/CPRA service provider terms. With respect to personal information of California Consumers, Buzzmax acts as a “service provider” as defined by the CCPA/CPRA. Buzzmax certifies that it will not: (a) sell or share Consumer Data; (b) retain, use, or disclose Consumer Data for any purpose other than the business purposes specified in this Agreement, or as otherwise permitted by the CCPA/CPRA; (c) retain, use, or disclose Consumer Data outside the direct business relationship between the Parties; or (d) combine Consumer Data with personal information obtained from other sources, except as permitted by the CCPA/CPRA. Buzzmax understands these restrictions and will comply with them, and will notify Customer if it determines it can no longer meet them. Customer may take reasonable and appropriate steps to help ensure Buzzmax uses Consumer Data consistent with Customer’s obligations.

6.4 GDPR processor terms (where applicable). To the extent Buzzmax processes personal data subject to the GDPR, Buzzmax acts as a processor and will: (a) process such data only on Customer’s documented instructions, including regarding international transfers; (b) ensure that persons authorized to process the data are bound by confidentiality; (c) implement appropriate technical and organizational measures under Article 32; (d) engage Subprocessors only under Section 7.5 and impose data protection obligations on them; (e) taking into account the nature of processing, assist Customer with responding to data subject requests and with Customer’s obligations under Articles 32 to 36; (f) at Customer’s choice, delete or return personal data at the end of the provision of services, subject to legal retention requirements; and (g) make available information reasonably necessary to demonstrate compliance and allow for reasonable audits. Where personal data is transferred internationally, the Parties will rely on an appropriate transfer mechanism, such as the applicable Standard Contractual Clauses, which are incorporated by reference where required.

6.5 Consumer and data subject requests. If Buzzmax receives a request from a Consumer or data subject to exercise rights under Applicable Data Protection Laws (such as access, deletion, correction, or opt-out), Buzzmax will, unless legally prohibited, promptly route the request to Customer and will reasonably assist Customer in responding. Customer is responsible for responding to such requests.

6.6 Security. Buzzmax maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction, appropriate to the nature of the data. These include encryption in transit, one-way hashing of account passwords (bcrypt), access controls, and use of reputable infrastructure providers. No system is perfectly secure, and Customer acknowledges that it provides Customer Data at its own risk.

6.7 Security incident notice. Buzzmax will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to the unauthorized access to or disclosure of Consumer Data processed on Customer’s behalf, and will provide information reasonably available to it to assist Customer in meeting Customer’s own notification obligations.

6.8 Customer responsibilities and warranties. Customer represents and warrants that, for all Consumer Data it uploads or causes to be collected: (a) it has provided all required notices and obtained all consents and legal bases necessary to collect the data, to enable Buzzmax and its Subprocessors to process it as described, and to send review-request messages; and (b) its instructions to Buzzmax will not cause Buzzmax to violate Applicable Data Protection Laws.

6.9 Data retention and deletion. Buzzmax retains Customer Data for the duration of the subscription and for a commercially reasonable wind-down period thereafter, subject to Section 12.4. Consent and opt-out records are retained as needed to demonstrate compliance with messaging laws. Customer may request an export of its Customer Data, or ask Buzzmax to delete it, at any time by contacting team@buzzmax.ai.

7. Messaging, Consent, Opt-Out, and Subprocessors

7.1 Customer as sender. Review requests sent through the Service are sent on Customer’s behalf and to Consumers with whom Customer has a relationship. Customer is the “sender” for CAN-SPAM purposes and the party responsible for obtaining any consent required by the TCPA and applicable law before messages are sent.

7.2 STOP opt-out for SMS. All SMS messages sent through the Service (review requests, missed-call replies, and invoice reminders and receipts) include a functioning opt-out mechanism. A Consumer may reply “STOP” (or another recognized keyword) to opt out of further SMS messages. Consistent with 47 C.F.R. § 64.1200(a)(10), no particular word is required: the Service also recognizes a request to stop made in the Consumer’s own words (for example, “please stop texting me” or “remove my number”), in English or Spanish, and treats it as an opt-out. The Service is designed to honor and record such opt-outs, and Buzzmax maintains a suppression mechanism so that opted-out Consumers are not sent further SMS through the Service. An opt-out applies to the phone number that sent the message: no further messages are sent to the Consumer from that number (for a shared Buzzmax number, from any business texting through Buzzmax’s shared numbers). Customer must not attempt to circumvent, disable, or override opt-outs.

7.3 Email opt-out. Marketing and review-request emails include an unsubscribe mechanism and a valid physical postal address as required by CAN-SPAM. Customer must honor unsubscribe requests.

7.4 Consent and opt-out records. The Service tracks consent signals and opt-outs. Customer remains responsible for the lawfulness of the underlying consent and for maintaining any additional records required by law.

7.5 Subprocessors. Customer authorizes Buzzmax to engage the following Subprocessors to process Customer Data in connection with the Service. Buzzmax remains responsible for its Subprocessors’ performance of the obligations in this Agreement.

7.6 Changes to Subprocessors. We may add or replace Subprocessors. When we do, we will update this list and, where required by Applicable Data Protection Laws, provide a mechanism for Customer to receive notice of changes and to object on reasonable data-protection grounds.

7.8 Invoice reminders and receipts. Customer may use the Service so that its own customers receive an invoice due-date reminder before an invoice is due and a receipt when a payment is received (“payment texts”). Payment texts are sent by Buzzmax, under Buzzmax’s own registered messaging program operated by JMatsu Holdings LLC, only to a person who has agreed to receive them from Buzzmax (JMatsu Holdings LLC) about invoice due dates and payment receipts for the business that person names. That consent applies only to Buzzmax’s own messaging program: Buzzmax does not collect consent for affiliates, other companies, or marketing. A person agrees by ticking an unchecked box, separately from signing anything, on a form that shows the wording Buzzmax provides, such as Customer’s booking or payment form or a work order or invoice, or on Buzzmax’s public opt-in page. Agreeing is optional and is not a condition of purchase. Payment texts use fixed wording, name Customer, are never marketing, and carry no offer or promotion. Message frequency varies: at most one reminder before an invoice is due, never more than one payment reminder in seven days, and one receipt per payment. Message and data rates may apply. A recipient may reply STOP at any time and Section 7.2 applies to payment texts. Payment texts are limited to the reminder and the receipt described in this Section, and Customer may send them only about amounts owed to Customer. Customer remains responsible under Section 7.4 for the accuracy of the invoice data and for its consent records.

8. AI-Generated Content Disclosure and No Guarantee of Outcomes

8.1 Disclosure of AI use. The Service uses artificial intelligence and large language models, provided through third-party model providers (including Cerebras and OpenRouter), to generate review-reply drafts, social and marketing post content, and AI-visibility analysis. We disclose this use openly, voluntarily and consistent with FTC guidance on AI and endorsements (there is no binding rule requiring disclosure of AI-assisted content generation; the binding hook is the prohibition on AI-generated fake reviews at 16 CFR Section 465.2). Content produced by these features is machine-generated and is provided as a draft or suggestion for Customer’s review.

8.2 Human review required. AI-generated content may be inaccurate, incomplete, outdated, or unsuitable, and may not reflect the actual views of any person. Customer is solely responsible for reviewing, editing, approving, and publishing any AI-assisted content, and for ensuring that published content is accurate, non-deceptive, and lawful.

8.3 No fake reviews or endorsements. Customer must not use AI features to create or publish content that misrepresents a review, rating, or testimonial as originating from a genuine Consumer, or that otherwise violates 16 CFR Part 465 or FTC endorsement and testimonial guidance. Reviews and testimonials must reflect the honest, genuine experience of real Consumers.

8.4 No guarantee of ranking or review outcomes. Buzzmax does not guarantee, and makes no representation or warranty regarding, any particular outcome, including: search-engine or Google Business Profile rankings; visibility in AI or large-language-model answers; the number, rating, sentiment, or content of reviews received; conversion rates; message deliverability; or revenue, traffic, or business results. Such outcomes depend on numerous factors outside Buzzmax’s control, including the algorithms, policies, and actions of Google, review platforms, search engines, AI systems, carriers, and Consumers. Keyword-rank and AI-visibility metrics are estimates provided by third-party tools and may be inaccurate.

9. Intellectual Property and Licenses

9.1 Buzzmax IP. Buzzmax and its licensors own all right, title, and interest in and to the Service, including all software, features, and documentation, and all related intellectual property rights. Except for the limited rights expressly granted, no rights are granted to Customer.

9.2 License to Customer. Subject to this Agreement and payment of applicable fees, Buzzmax grants Customer a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted for Customer’s provisioned locations and sub-tenants), revocable right to access and use the Service during the subscription term for Customer’s internal business purposes.

9.3 License to Buzzmax. Customer grants Buzzmax a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data and UGC as necessary to provide, secure, support, and improve the Service, to route reviews to public review platforms as directed, and as otherwise permitted in this Agreement. Customer represents that it has the rights necessary to grant this license, including with respect to UGC submitted by Consumers.

9.4 Feedback. If Customer provides suggestions or feedback about the Service, Buzzmax may use it without restriction or obligation.

10. User-Generated Content and DMCA Policy

10.1 UGC responsibility. The Service enables Consumers to submit UGC, including free-text reviews and uploaded photographs. Buzzmax does not author, pre-screen, or endorse UGC and is not responsible for UGC. As between the Parties, Customer is responsible for the UGC collected through Customer’s forms and for its display and publication.

10.2 Copyright compliance. Buzzmax respects the intellectual property rights of others and responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512. It is Buzzmax’s policy to remove or disable access to material claimed to be infringing and to terminate, in appropriate circumstances, the accounts of repeat infringers.

10.3 Takedown notices. If you believe UGC or other material accessible through the Service infringes your copyright, please send a written notice to our Copyright Agent containing the elements required by 17 U.S.C. § 512(c)(3): (a) a physical or electronic signature of the copyright owner or a person authorized to act on its behalf; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the copyright owner’s behalf.

10.4 Copyright Agent. JMatsu Holdings LLC has designated an agent to receive notifications of claimed infringement with the U.S. Copyright Office under 17 U.S.C. § 512(c)(2), effective September 6, 2026, and that designation is current. Notices of claimed infringement should be sent to our Copyright Agent at the address below:

10.5 Counter-notification. If your material was removed and you believe it was removed in error or misidentification, you may submit a counter-notification under 17 U.S.C. § 512(g) to the Copyright Agent. Do not submit false takedown notices or counter-notifications; you may be liable for damages under 17 U.S.C. § 512(f).

10.6 Platform policies. Removal of reviews or photos from third-party public platforms (such as Google) is governed by those platforms’ own policies and processes, which Buzzmax does not control.

11. Subscription, Fees, Billing, Auto-Renewal, and Cancellation

11.1 Plans and fees. Access to the Service is sold on a subscription basis under the plan, price, and billing frequency selected by Customer at sign-up or in an order. Fees are quoted in U.S. dollars unless otherwise stated.

11.2 Billing and payment processing. Subscriptions are billed and payments processed through Stripe. By subscribing, Customer authorizes Buzzmax and its billing and payment providers to charge Customer’s designated payment method for all applicable fees, including recurring subscription fees, on the schedule for the selected plan. Customer is responsible for keeping its payment information current.

11.3 Automatic renewal. SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless Customer cancels before the end of the then-current billing period, each subscription will automatically renew for a successive period of the same length, and Customer authorizes Buzzmax to charge the applicable renewal fee to Customer’s payment method at the then-current rates. This authorization continues until Customer cancels as described below. Where a free trial converts to a paid subscription, Buzzmax will email Customer before the first charge.

11.4 Cancellation. Customer may cancel its subscription at any time through the Service’s account settings or by contacting team@buzzmax.ai. Cancellation is available in no more steps than subscribing took, and does not require a phone call or a retention conversation. Cancellation takes effect at the end of the current billing period. Customer will retain access through the end of the paid period, and the subscription will not renew thereafter.

11.5 No refunds for partial periods. Except where required by law or expressly stated in an order, fees are non-refundable, and Buzzmax does not provide refunds or credits for partial billing periods, unused time, or features not used. Where Buzzmax has clearly failed to deliver the Service, Buzzmax will refund the affected fees.

11.6 Price changes. Buzzmax may change subscription prices. For recurring subscriptions, a price change will apply to the next renewal after Buzzmax provides at least thirty (30) days’ advance notice (for example, by email or in-app notice). Continued use after the change takes effect constitutes acceptance of the new price.

11.7 Failed payments and suspension. If a charge fails or an account becomes past due, Buzzmax may retry the charge and may suspend or limit access to the Service until payment is made. Buzzmax may terminate for non-payment as described in Section 12.

11.8 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes on Buzzmax’s net income.

11.9 Third-party pass-through costs. Certain usage-based costs (for example, SMS and email volumes carried by Twilio and Resend) may be included in plan limits or billed as overages as described in the applicable plan.

12. Term, Termination, and Suspension

12.1 Term. This Agreement begins when Customer first accepts it and continues while Customer has an active subscription or uses the Service.

12.2 Termination for cause. Either Party may terminate this Agreement if the other materially breaches it and fails to cure within thirty (30) days after written notice, or immediately for a breach not capable of cure.

12.3 Termination or suspension by Buzzmax. Buzzmax may suspend or terminate access immediately if Customer’s use poses a security, legal, or reputational risk, violates Section 5 or Section 8, or fails to pay when due.

12.4 Effect of termination. Upon termination or expiration, Customer’s right to access the Service ends. Customer may request export of its Customer Data within thirty (30) days after termination, after which Buzzmax may delete Customer Data in the ordinary course, subject to legal retention obligations and to consent and opt-out records retained for compliance. Fees accrued before termination remain payable.

12.5 Survival. Sections 1, 5.2, 6, 8, 9, 10, 11 (for accrued amounts), 12.4, 12.5, 13, 14, 15, 16, 17, 18, and 20 survive termination.

13. Warranties and Disclaimers

13.1 Mutual authority. Each Party represents that it has the authority to enter into this Agreement.

13.2 Disclaimer.

14. Confidentiality

14.1 Each Party may access non-public information of the other (“Confidential Information”). The receiving Party will use the disclosing Party’s Confidential Information only to perform under this Agreement and will protect it using at least reasonable care. Confidential Information does not include information that is public through no fault of the receiving Party, independently developed, or rightfully received from a third party. This Section does not limit the data protection obligations in Section 6.

15. Limitation of Liability

15.1 Exclusion of indirect damages.

15.2 Liability cap.

15.3 Exceptions to the cap. The limitations in Sections 15.1 and 15.2 do not apply to: (a) a Party’s indemnification obligations under Section 16; (b) Customer’s payment obligations; (c) a Party’s breach of its confidentiality obligations in Section 14; (d) either Party’s violation of Applicable Data Protection Laws, the TCPA, the CAN-SPAM Act, or FTC review rules, and Customer’s violation of Section 5.2; (e) liability for personal injury or statutory data-breach penalties; or (f) liability that cannot be limited or excluded under applicable law, including for a Party’s gross negligence, willful misconduct, or fraud.

15.4 Allocation. The Parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and will apply even if a limited remedy fails of its essential purpose.

16. Indemnification

16.1 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Buzzmax and its affiliates, officers, and employees from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, and reasonable attorneys’ fees, arising out of or relating to: (a) Consumer Data and Consumer contact information that Customer uploaded or caused to be collected, including any lack of required notice, consent, or legal basis; (b) the reviews, ratings, photos, and other UGC that Customer collected, published, or displayed through the Service; (c) Customer’s review-request messaging, including any violation of the TCPA or the CAN-SPAM Act; (d) Customer’s violation of Applicable Data Protection Laws or of FTC rules on reviews, endorsements, or testimonials, including 16 CFR Part 465; (e) Customer’s content and its use of AI-assisted content; or (f) Customer’s breach of this Agreement or violation of law; except, in each case, to the extent the claim arises from Buzzmax’s own negligence, willful misconduct, or breach of this Agreement. Customer’s duty to defend applies only to claims covered by this Section 16.1, and any indemnity is reduced in proportion to Buzzmax’s share of fault.

16.2 Indemnification by Buzzmax. Buzzmax will defend, indemnify, and hold harmless Customer from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, and reasonable attorneys’ fees, alleging that the Service, as provided by Buzzmax and used in accordance with this Agreement, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade secret. This obligation does not apply to claims arising from: (i) Customer Data, Consumer Data, or UGC; (ii) Customer’s configuration, content, or combination of the Service with non-Buzzmax products or data; or (iii) Customer’s use of the Service in violation of this Agreement or law. If the Service becomes, or in Buzzmax’s opinion is likely to become, the subject of an infringement claim, Buzzmax may modify the Service, procure the right to continue using it, or terminate the affected subscription and refund prepaid, unused fees. This Section states Buzzmax’s entire liability and Customer’s sole remedy for third-party infringement claims.

16.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim (a delay excuses the indemnifying Party only to the extent it is prejudiced), (b) give the indemnifying Party sole control of the defense and settlement (except that a settlement imposing a non-monetary obligation or admission on the indemnified Party requires its prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying Party’s expense.

17. Binding Arbitration and Class Action Waiver

17.1 Informal resolution first. Before starting an arbitration, the initiating Party will send the other a written notice describing the dispute and the relief sought to the notice addresses in Section 20.6. The Parties will attempt in good faith to resolve the dispute for sixty (60) days. This step is a condition precedent to arbitration.

17.2 Agreement to arbitrate. Except for the carve-outs in Section 17.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service, whether based in contract, tort, statute, or otherwise, that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator, not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that it is void or voidable.

17.3 Arbitration procedure. The arbitration will be conducted by a single arbitrator. The seat and venue of the arbitration will be Utah, and hearings may be held remotely or in the county of Buzzmax’s principal place of business. The arbitrator has the authority to grant any remedy that would be available in court under this Agreement. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator’s fees and AAA administrative costs will be borne by Buzzmax except as the arbitrator reallocates. Nothing in this Agreement limits a prevailing Party’s right to recover attorneys’ fees and costs available by statute (for example under the TCPA, the CCPA/CPRA, or state consumer-protection laws).

17.4 Class action and jury waiver.

17.5 Carve-outs. Either Party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Seeking such relief does not waive the agreement to arbitrate other claims.

17.6 Right to opt out of arbitration. Customer may opt out of this Section 17 by sending written notice within thirty (30) days after first accepting these Terms to team@buzzmax.ai or by mail to JMatsu Holdings LLC, 1018 N 985 W, Orem, UT 84057, with the subject or heading “Arbitration Opt-Out.” The notice must include Customer’s legal entity name, account email, and a clear statement that Customer opts out of arbitration. A timely opt-out means disputes will be resolved in the courts identified in Section 18. Opting out of arbitration does not affect any other provision of this Agreement.

17.7 Severability of this Section. If the class-action waiver in Section 17.4 is found unenforceable as to a particular claim or request for relief, then that claim or request will be severed and heard in a court of competent jurisdiction under Section 18, while all other claims proceed in arbitration. If Section 17.2 is otherwise found unenforceable in its entirety, the Parties’ disputes will be resolved under Section 18.

18. Governing Law and Venue

This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 17, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Utah for any dispute not subject to arbitration.

19. Changes to These Terms

Buzzmax may update these Terms from time to time. If a change is material, Buzzmax will provide reasonable advance notice (for example, by email or in-app notice) before it takes effect, and will notify account holders by email before the change takes effect. Changes take effect on the stated effective date, and Customer’s continued use of the Service after that date constitutes acceptance. If Customer does not agree to a change, Customer’s remedy is to stop using and cancel the Service before the change takes effect.

20. Miscellaneous

20.1 Entire agreement. This Agreement, together with any order form, the Privacy Policy, and any signed DPA, is the entire agreement between the Parties regarding the Service and supersedes all prior or contemporaneous understandings. In the event of a conflict, a signed order form or DPA controls over these Terms as to its subject matter.

20.2 Assignment. Customer may not assign this Agreement without Buzzmax’s prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Buzzmax. Buzzmax may assign this Agreement in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.

20.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions will remain in effect.

20.4 No waiver. A Party’s failure to enforce any provision is not a waiver of its right to do so later.

20.5 Force majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, outages of third-party platforms or carriers, network or internet failures, and governmental actions.

20.6 Notices. Notices to Buzzmax must be sent to team@buzzmax.ai and, for legal notices, to JMatsu Holdings LLC, 1018 N 985 W, Orem, UT 84057. Notices to Customer may be sent to the email associated with Customer’s account or posted in the Service. Notices are effective upon receipt or, for email, upon confirmation of delivery.

20.7 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.

20.8 Third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

20.9 Export and sanctions. Customer will comply with applicable export control and sanctions laws and represents that it is not subject to any such restriction that would prohibit its use of the Service.

21. Contact

JMatsu Holdings LLC (d/b/a Buzzmax)
1018 N 985 W, Orem, UT 84057

• General: team@buzzmax.ai
• Privacy and data requests: team@buzzmax.ai
• Legal and arbitration opt-out: team@buzzmax.ai
• Copyright / DMCA agent: team@buzzmax.ai