These Terms of Service (“Terms”) form a legal agreement between you and [[LEGAL_ENTITY_NAME]] (“BuzUp,” “we,” “our” or “us”) regarding your access to and use of BuzUp websites, applications, products, software and related services (collectively, the “Services”).

By creating an account, accessing or using the Services, or accepting an order form, subscription agreement or other commercial agreement that incorporates these Terms, you agree to be bound by them.

If you use BuzUp on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms.

A separate order form, proposal, subscription agreement, enterprise agreement, Data Processing Agreement or other signed agreement may contain additional terms. If an expressly agreed written term conflicts with these Terms, the more specific written agreement will govern to the extent of that conflict.

You may use BuzUp only if you are legally able to enter into a binding agreement and are not prohibited from using the Services under applicable law.

BuzUp is primarily designed for businesses, organizations and professional customer-facing teams. If you access BuzUp through an employer or organization, your access may also be subject to that organization's policies and administrator controls.

Certain Services require an account. You are responsible for providing accurate account information and keeping it reasonably current.

You are responsible for maintaining the confidentiality of your account credentials and for activities performed through your account to the extent permitted by applicable law.

Organization administrators may invite users, assign roles, manage permissions, establish teams or branches and control access to organization information according to available BuzUp functionality.

You must promptly notify BuzUp if you reasonably believe that an account or credential has been accessed or used without authorization.

BuzUp provides a connected product family that may include functionality for lead capture, customer and meeting intelligence, customer engagement, digital identity, sales management, analytics, prospecting, integrations and enterprise administration.

The precise Services available to you depend on your selected products, subscription, organization structure, region, account configuration and applicable commercial agreement.

Certain functionality may be offered through web, iOS, Android or connected third-party services. Features and availability may differ between platforms.

You may use the Services for legitimate business purposes and in accordance with these Terms, your applicable commercial agreement and applicable law.

You must not:

• Use BuzUp for unlawful, fraudulent, deceptive or abusive activity.
• Access or attempt to access accounts, data or systems without authorization.
• Interfere with, disrupt or attempt to circumvent security or access controls.
• Introduce malware, malicious code or harmful automated activity.
• Use the Services to send communications in violation of applicable marketing, privacy or communications laws.
• Upload information that you do not have the legal right to collect, use or disclose.
• Use BuzUp to harass, threaten, discriminate against or unlawfully target another person.
• Attempt to reverse engineer or extract protected source code except where such restriction is prohibited by law.
• Resell or commercially exploit the Services except where expressly authorized in writing.
• Use automated methods to access the Services in a manner that materially disrupts or exceeds authorized use.

As between you and BuzUp, you retain your rights in information, content and data that you or your authorized users submit to the Services (“Customer Data”).

You grant BuzUp the rights reasonably necessary to host, process, transmit, reproduce and otherwise use Customer Data to provide, maintain, secure and support the Services and perform our obligations under the applicable agreement.

You are responsible for the accuracy, quality, legality and source of Customer Data and for obtaining all permissions, notices and consents necessary for BuzUp to process it as instructed by you.

This includes responsibility for information captured from business cards, QR forms, events, imports, customer conversations, marketing lists and connected systems.

BuzUp may enable supported WhatsApp, email, assistant, calling, campaign and automated follow-up workflows.

You are responsible for ensuring that your use of these features complies with applicable privacy, direct-marketing, anti-spam, telemarketing and communications laws, together with the requirements of the applicable channel or communications provider.

Where consent, an opt-in, an opt-out mechanism or another lawful basis is required before contacting an individual, you are responsible for establishing and maintaining that basis.

You must honor applicable unsubscribe, opt-out and suppression requests.

Certain BuzUp functionality may use intelligent or automated processing to assist with business card capture, meeting summaries, Conversation Memory, organization of key points and action items, recommendations, prioritization, engagement or similar workflows.

Automated outputs are provided as assistance and may contain inaccuracies, omissions or inappropriate suggestions.

You remain responsible for reviewing important outputs and determining whether and how they should be used before making business, contractual, financial, employment or other significant decisions.

You must not represent an automated suggestion as guaranteed, definitive or professionally verified merely because it was generated through BuzUp.

The Services may integrate or interact with third-party applications, communication providers, email services, calendars, customer-data systems, APIs, webhooks or other external services.

Your use of a third-party service is subject to that provider's own terms, policies, pricing, technical requirements and availability.

You authorize BuzUp to exchange information with a third-party service when reasonably necessary to operate an integration that you or your authorized administrator has configured.

BuzUp is not responsible for changes, outages, limitations, fees or acts of independent third-party services outside BuzUp's reasonable control.

Integration functionality, supported data, synchronization direction and limitations may vary by provider and configuration.

Pricing for BuzUp may depend on selected products, number of users, usage, communication volume, meeting usage, lead volume, processing, storage, organization structure, integrations, migration, implementation and other agreed requirements.

Applicable fees, billing frequency, payment terms, subscription period and renewal terms will be stated in the applicable order form, proposal, invoice, subscription agreement or other commercial agreement.

Third-party provider charges, messaging fees, email usage, custom integrations, implementation services or other external costs may be separately chargeable where stated in the applicable commercial terms.

Unless otherwise stated in writing, fees do not include taxes, duties or governmental charges that you are legally responsible for paying.

BuzUp and its licensors retain all rights, title and interest in and to the Services, including software, technology, workflows, interfaces, designs, documentation, trademarks, logos and other BuzUp materials, excluding Customer Data.

Subject to these Terms and payment of applicable fees, BuzUp grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Services during the applicable subscription or service period for your authorized business purposes.

Nothing in these Terms transfers ownership of BuzUp intellectual property to you.

Feedback

If you voluntarily provide suggestions, ideas or feedback concerning BuzUp, you permit us to use that feedback to develop and improve our products without an obligation to compensate you, provided we do not publicly identify you as the source without permission.

During a commercial relationship, either party may receive non-public information that is identified as confidential or that a reasonable person would understand to be confidential considering the nature of the information and circumstances of disclosure.

Each party will use reasonable care to protect the other party's confidential information and will use it only as necessary to perform the applicable agreement, except where disclosure is required by law or expressly permitted.

BuzUp's handling of personal information is described in our Privacy Policy.

Where BuzUp processes personal information on behalf of an organization, additional obligations may be governed by an applicable Data Processing Agreement.

Customers are responsible for configuring access rights and permissions appropriate to their organization and for ensuring that authorized users comply with applicable privacy and data-protection requirements.

BuzUp may update, improve, modify, discontinue or replace features from time to time as the platform develops.

We may also change technical requirements, integration support or product availability where reasonably necessary for security, performance, legal compliance, product development or operational reasons.

Material contractual commitments contained in an applicable signed agreement remain subject to that agreement.

BuzUp may suspend or restrict access to all or part of the Services where reasonably necessary, including when:

• Required to protect the security or integrity of the Services.
• We reasonably believe an account is being used unlawfully or in violation of these Terms.
• Payment is materially overdue under applicable commercial terms.
• Use of the Services creates a material risk to BuzUp, another customer or a third party.
• We are required to do so by applicable law or a valid legal order.

Where reasonably practicable, BuzUp will seek to provide notice and an opportunity to resolve the issue before or shortly after suspension.

These Terms remain in effect while you access or use the Services.

Subscription duration, cancellation rights, renewal terms and termination rights are governed by the applicable commercial agreement.

Either party may have additional rights to terminate where the other party materially breaches an agreement and does not cure the breach within an applicable cure period, or where termination is otherwise permitted by the applicable agreement or law.

Following termination, your right to use the applicable Services ends. Data export, return, retention and deletion will be handled according to the applicable agreement, BuzUp Privacy Policy, Data Processing Agreement and applicable law.

Provisions that by their nature are intended to continue after termination will survive, including provisions concerning intellectual property, confidentiality, payment obligations, disclaimers, limitations of liability and dispute provisions.

To the maximum extent permitted by applicable law and except for warranties expressly stated in a written agreement, the Services are provided on an “as available” basis.

BuzUp does not guarantee that the Services will be uninterrupted or error-free or that every automated output, customer record, synchronization, recommendation, prospect data point or third-party integration will always be complete or accurate.

Business decisions remain the responsibility of the customer and its authorized users.

Specific uptime, service-level, security, hosting or compliance commitments apply only where expressly agreed or officially verified.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings arising from or related to the Services, except where such limitation is prohibited by law.

To the maximum extent permitted by applicable law, BuzUp's aggregate liability arising from or relating to the Services will not exceed [[APPROVED_LIABILITY_CAP]].

To the extent permitted by applicable law and subject to the applicable commercial agreement, you agree to defend or indemnify BuzUp against third-party claims arising from Customer Data, your unlawful use of the Services, your violation of these Terms, or your violation of another person's rights, except to the extent the claim was caused by BuzUp's own breach, negligence or misconduct.

Any detailed indemnification procedure or reciprocal obligations contained in a signed agreement will control over this general provision.

Governing law

These Terms are governed by the laws of [[GOVERNING_JURISDICTION]], without regard to conflict-of-law principles, except where applicable law requires otherwise.

Disputes and courts

Subject to any dispute procedure contained in an applicable written agreement, disputes relating to these Terms will be subject to the jurisdiction of [[APPROVED_COURT_OR_DISPUTE_FORUM]].

Assignment

You may not assign your rights or obligations under these Terms without BuzUp's prior written consent, except where otherwise permitted in an applicable agreement or by law. BuzUp may assign these Terms in connection with a merger, corporate reorganization or transfer of the relevant business.

Force majeure

Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations that have already become due.

No waiver

A failure to enforce a provision of these Terms does not waive the right to enforce it later.

Severability

If a provision of these Terms is found unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

Entire agreement

These Terms together with applicable order forms, commercial agreements and incorporated policies constitute the agreement governing use of the Services to the extent stated in those documents.

Changes to these Terms

BuzUp may update these Terms from time to time. The “Last updated” date above will identify the latest version. Where required by law or an applicable agreement, we will provide additional notice before material changes take effect.