Full Service Terms of Service
Terms and Conditions
1. Services and Support
1.1 Subject to the terms of this Agreement, BuzzFlow.ai Inc. (the “Company”) will use commercially reasonable efforts to provide Customer the Services.
1.2 Services include Company’s AI-powered software that reviews and responds to Customers’ reviews on social networking pages (“SNS Pages”), and generating and publishing social media content to connected SNS Pages. It is Company policy to respond to the most recent five reviews, provided they were posted within the last 30 days of onboarding to ensure avoiding potential flags or restrictions from SNS Pages and to remain timely and relevant. All generated content is subject to a 48-hour approval process by the Customer. If the Customer does not provide feedback within the 48-hour window, the post will be published in accordance with the predetermined schedule for the Customer.
1.3 Customer acknowledges that commencement and delivery of services are contingent upon completion of an initial onboarding call (“Welcome Call”), during which the Company will gather required information, including but not limited to linking SNS Pages to Company software, brand guidelines, content preferences, and necessary assets (e.g., logos, media, credentials, etc.). Customer agrees to timely schedule, attend, and reasonably cooperate in the onboarding process. Failure to attend the Welcome Call, provide requested materials, or grant necessary access may delay or prevent service delivery.
Company shall not be held responsible for any delay or inability to deliver services resulting from Customer’s failure to complete onboarding or provide required information. Customer acknowledges that fees are not contingent upon completion of onboarding or active participation, and that Company’s obligation to perform is conditioned upon Customer’s participation.
1.4 Subject to the terms herein, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices, as needed. Customer is responsible for providing all relevant credentials for access to social networking pages (“SNS Pages”), which include Facebook, Instagram, Google and Yelp.
2. Restrictions and Responsibilities
2.1 Customer will not directly: reverse, engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent reasonably permitted by the Company or authorized within the Services); or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, royalty-free, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Customer represents, covenants and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from a violation of the foregoing. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so at any time and may prohibit any use of the Services it believes may be in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation modems, hardware, servers, operating systems, web servers, and the like (the “Equipment”). Customer shall also be responsible for accessing its SNS Pages and ensuring Company has access to the same in order to facilitate the Services. Customer is responsible for maintaining the security of the Equipment, SNS pages, Customer account, passwords, and files, and for all uses of Customer account or the Equipment with Customer’s knowledge and consent.
2.4 Customer understands and agrees that Company cannot contact Meta, Google, Yelp, or any other utilized third-party platform on behalf of Customer. Account access, password resets, page recovery and other account-related issues can only be addressed by the Customer through the third-party platform’s official support channels. Company will, however, attempt to guide and assist Customers with reasonable account issues, including sharing resources aimed at resolving the same.
2.5 Customers enrolling in website development and hosting services acknowledge that they are solely responsible for ensuring their website and all related content comply with all applicable laws, regulations, and third-party requirements. Company makes no representations or warranties regarding the legality or compliance of Customer’s website and shall not be liable for any claims, losses, fines, damages or expenses arising out of or related to Customer’s website, content or use of the services.
2.6 Customers enrolling in video services acknowledge and agree that Customer shall either (i) provide all required raw footage, assets, and materials for editing in a timely manner, or (ii) clearly specify Customer’s preferences and instructions for any AI-generated video content. Customer represents and warrants that all materials, instructions and approvals provided do not infringe or misappropriate any individual’s name, likeness, voice or other personal or proprietary rights, and that all video content is lawful, appropriate, and compliant with these Terms and Conditions as well as the terms, policies, and guidelines of any SNS page or platform on which Customer seeks to publish such content.
Company shall not be responsible for delays, performance issues, or outcomes resulting from Customer’s failure to timely provide materials, approvals, or accurate instructions. Company reserves the right to refuse, revise, or discontinue work on any video content that, in Company’s reasonable discretion, violates these Terms and Conditions, applicable law, or third-party platform policies. Customer assumes full responsibility for the use, publication, and distribution of all video content once delivered.
2.7 Customers enrolling in search engine optimization (SEO) services must provide and maintain administrative access as required for services to be rendered. Failure to provide such access may result in delays or inability to perform services, for which Company shall not be responsible. Company shall use commercially reasonable efforts to perform SEO services in a professional manner; however, Customer acknowledges that SEO results are inherently uncertain and specific rankings, traffic levels, or performance outcomes are not guaranteed.
3. Proprietary Rights
3.1 Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services. Company will be free (during and after the Term of this Agreement) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. Company may use non-confidential materials produced in connection with the services, including marketing assets, website deliverables, and general project outputs for its portfolio, sales, promotional materials, and investor presentations. By engaging the Company, Customer grants a non-exclusive, royalty free license to use such materials for these purposes. Company agrees not to disclose confidential or proprietary Customer information without prior written consent.
3.2 Company does not collect, process, transmit, sell, or store any personally identifiable information of its Customers, and any changes to this practice will be reflected in its published Policies.
4. Payment of Fees
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Customer’s account manager and accounts@buzzflow.ai.
4.2 By providing or entering Customer’s payment information, Customer authorizes Company, through its third-party payment processor, Stripe, to charge all applicable Fees automatically on a recurring monthly basis, and agrees that no additional notice or consent is required. Customer also agrees to a 90-day subscription period upon providing Company with its credit card number and associated payment information.
4.3 All Services are non-refundable, unless otherwise agreed. If any fee cannot be charged to Customer’s credit card for any reason, Company may provide Customer, via email or phone, notice of such nonpayment and a link for Customer to update its payment information. Customer shall notify Company immediately of any change in Customer’s billing address or the credit card used for payment. In the event of nonpayment, Company reserves the right to pause all Services until any outstanding balance is paid in full.
4.4 Customers enrolling in Core Services (including a Starter, Professional, or Premium accounts) acknowledge and agree that any money back guarantee is contingent upon Customer: (i) providing all required credentials and permissions for Company to access Customer’s SNS Pages; (ii) granting Company uninterrupted access to and control over applicable advertising accounts (including Facebook/Meta ad accounts); and (iii) maintaining a valid and active form of payment within Customer’s advertising account throughout the subscription term. Any lapse, failure or disruption in payment validity that is not cured within 24 hours immediately renders the money-back guarantee null and void. The money-back guarantee shall further be deemed null and void if Customer intervenes in, modifies, deletes, amends, or otherwise intervenes with any advertising activity, posts, or campaigns managed by Company, or if Customer violates any other provision of these Terms and Conditions.
4.5 Company represents that, upon Customer’s timely completion of all required prerequisites and full compliance with these Terms and Conditions, Customer may reasonably expect to achieve a 25% increase in followers on the SNS page on which Meta ads are actively run. Except as expressly stated herein, Company makes no additional guarantees, representations, or warranties, and no other performance or outcomes shall constitute grounds for a refund for services otherwise properly rendered.
5. Term and Termination
5.1 Either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment or violation of these Terms or the Policies). Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services, and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for emergency unscheduled maintenance, either by Company or because of other causes beyond Company’s reasonable control. Additionally, the Services utilize and rely on third-party SNS Pages (including but not limited to Meta, Google and Yelp), and Company is not responsible for any disruptions, limitations, or changes in functionality caused by issues with these third-party platforms. This includes but is not limited to outages, cyber incident(s) and/or data breach, API changes, account restrictions, policy updates implemented by the SNS Pages, or an SNS Page(s) termination or suspension of a Customer account.
Additionally, Services utilize AI to generate content, including but not limited to text, images, and other media for Customers. Due to inherent limitations of AI technologies, Customer-provided content such as business logos and Customer products and images, may not be accurately reproduced or represented. Customer acknowledges that all AI-generated content is provided “as is,” without any guarantee of accuracy, consistency, or fitness for a particular purpose. Customer must review and approve any AI-generated content prior to public use consistent with Company’s 48-hour approval process, and Company shall not be liable for any inaccuracies, misrepresentations, or discrepancies arising from the use of such content.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES EXCEPT AS DESCRIBED ABOVE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSES AND NON-INFRINGEMENT.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR THE BODILY INJURY OF A PERSON, COMPANY (INCLUDING OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES) SHALL NOT BE LIABLE OR RESPONSIBLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, WILL EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
8. Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. In the event that Company is acquired or otherwise transferred, this Agreement will transfer and continue on with the new entity.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created by or as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received.
9. Choice of Law
This Agreement will be governed solely by the laws of New York State, without reference to (a) any conflicts of law principles that would apply the substantive law of another jurisdiction; or (b) any other applicable U.S. or international law that may apply and attempt to control this Agreement. To understand how disputes between Customer and Company will be governed, please refer to our publicly published Terms of Service located on Company’s website at buzzflow.ai.
Links to the additional documents referenced in this Agreement are provided as a courtesy: