BuzzGram Terms of Service

1. Eligibility and Acceptance

1.1 Eligibility

You may use the Platform only if:

• You are at least the age of majority in your province, state, or territory of residence; and
• You have the legal capacity to enter into a binding contract in your jurisdiction.

If you are using the Platform on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" and "User" will refer to that entity.

1.2 Acceptance of Terms

By accessing or using the Platform, creating an account, or clicking "Accept," "I Agree," or similar, you:

• Acknowledge that you have read and understand these Terms; and
• Agree to be bound by these Terms and all applicable laws and regulations.

2. Definitions

For clarity, the following terms have the meanings set out below:

• "Platform": The BuzzGram digital platform, including our website, mobile applications, and any related services, that facilitates the discovery of and connection with local businesses, including access to User reviews and business information.
• "User" or "you": Any individual or entity accessing or using the Platform for personal, commercial, or other purposes.
• "Business": Any third-party local business, merchant, service provider, or vendor listed on, connected through, or otherwise interacting with Users via the Platform.
• "User-Generated Content" or "UGC": Any content submitted, posted, uploaded, or otherwise provided by Users through the Platform, including but not limited to reviews, ratings, comments, photos, videos, and other materials.

3. Scope of Services and Role of BuzzGram

3.1 Role of the Platform

The Platform provides Users with:

• Access to Business listings and related information;
• Tools to search for, discover, and navigate to local Businesses; and
• Community-driven reviews, ratings, and other content contributed by Users.

BuzzGram currently focuses on, but is not limited to, connecting Users with local Businesses in the following cities and surrounding areas:

• United States: Los Angeles (California), New York City (New York), Miami (Florida), Chicago (Illinois), Phoenix (Arizona)
• Canada: Toronto and Ottawa (Ontario), Vancouver (British Columbia), Calgary (Alberta), Montreal (Quebec)

BuzzGram is not a seller, provider, producer, or manufacturer of any goods or services offered by Businesses. BuzzGram does not:

• Enter into any contract on behalf of Users or Businesses;
• Control or supervise the conduct of Businesses; or
• Guarantee the availability, quality, legality, or fitness for purpose of any Business, product, or service.

3.2 No Agency or Employment Relationship

Businesses are independent third parties and are not employees, partners, joint venturers, agents, or representatives of BuzzGram. Nothing in these Terms creates any such relationship.

3.3 Disclaimer of Guarantees

To the maximum extent permitted by applicable law, BuzzGram does not guarantee:

• The quality, safety, legality, availability, or suitability of goods or services offered by any Business;
• The accuracy, completeness, reliability, or timeliness of information provided by Businesses or other Users; or
• That the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

Use of the Platform and reliance on any content or information on the Platform are at your own risk.

4. Account Registration and Security

4.1 Account Registration

To access certain features of the Platform, you may be required to create an account, provide certain personal information, and choose a username and password.

You agree to:

• Provide accurate, current, and complete information; and
• Update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials; and
• All activities that occur under your account.

You must notify BuzzGram immediately of any unauthorized use of your account or any breach of security. BuzzGram is not liable for any loss or damage arising from your failure to safeguard your credentials.

5. User Conduct and Responsibilities

5.1 Acceptable Use

You agree to use the Platform only for lawful purposes and in compliance with all applicable federal, state, provincial, territorial, and local laws and regulations in Canada and the United States.

You agree not to:

• Post or submit false, misleading, fraudulent, or defamatory reviews or information;
• Harass, threaten, or otherwise harm other Users or Businesses;
• Upload, transmit, or distribute viruses, malware, malicious code, or any other harmful technology;
• Interfere with or disrupt the operation of the Platform or the servers or networks connected to the Platform;
• Attempt to gain unauthorized access to the Platform, other accounts, or any systems or networks;
• Infringe the intellectual property, privacy, publicity, or other rights of any person or entity; or
• Use the Platform for any illegal, harmful, deceptive, or abusive activity.

5.2 Submission of Reviews and UGC

By submitting UGC (including reviews and ratings), you represent and warrant that:

• All information you provide is truthful, accurate, and not misleading;
• You have all necessary rights, licenses, consents, and permissions to submit the content and to grant the license described in these Terms;
• Your content does not violate any third-party rights, including privacy, intellectual property, moral rights, or proprietary interests; and
• Your content complies with all applicable laws and these Terms.

5.3 Content Moderation

BuzzGram may, but is not obligated to, monitor, screen, edit, or remove any UGC at its sole discretion. BuzzGram may remove or disable access to any UGC that:

• Violates these Terms;
• Violates applicable laws; or
• BuzzGram otherwise deems inappropriate.

Where required by applicable law, Users will receive notice of content removal within a reasonable period (for example, within 72 hours) and may dispute the decision in writing within a reasonable period (for example, 10 business days). Nothing in this section limits BuzzGram's right to act more quickly where necessary to comply with law or protect Users, Businesses, or BuzzGram.

6. User-Generated Content Licence

6.1 Licence Granted by User

You retain ownership of any UGC you submit. However, by submitting UGC through the Platform, you grant to BuzzGram a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable licence to host, store, reproduce, display, publicly perform, adapt, modify (for formatting or technical purposes), publish, translate, distribute, and otherwise use such UGC in connection with operating, improving, marketing, and providing the Platform.

6.2 Your Responsibility for UGC

You acknowledge and agree that:

• You remain solely responsible for your UGC; and
• BuzzGram does not endorse, guarantee, or assume any responsibility for the accuracy, completeness, legality, or reliability of any UGC.

7. Transactions with Businesses

7.1 Independent Transactions

Any interactions, communications, or transactions between you and any Business (including purchases of goods or services, reservations, bookings, or other arrangements) are solely between you and that Business.

7.2 No Responsibility for Business Conduct

To the maximum extent permitted by applicable law, BuzzGram is not responsible or liable for:

• Any acts, omissions, errors, representations, warranties, breaches, or negligence of any Business;
• Any disputes between Users and Businesses, including but not limited to payment issues, cancellations, refunds, returns, quality of goods or services, delays, or failures to provide goods or services; or
• Any injuries, losses, damages, or expenses resulting from any interactions between you and a Business.

You are responsible for reviewing any Business's own terms, policies (including refund, cancellation, or return policies), and privacy practices.

8. Fees and Payments (if applicable)

If BuzzGram charges any fees to Users (for example, subscription fees, premium features, or other paid services), such fees and any related terms will be disclosed to you at the time of purchase and, where applicable, in a separate Fees and Payments section or agreement.

You agree to pay all fees incurred under your account in accordance with the applicable payment terms.

9. Disclaimers, Limitation of Liability, and Indemnification

9.1 Platform Provided "As Is"

To the maximum extent permitted by applicable law, the Platform and all content, information, and services provided through the Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express, implied, statutory, or otherwise.

BuzzGram expressly disclaims all implied warranties, including but not limited to any implied warranties of:

• Merchantability;
• Fitness for a particular purpose;
• Non-infringement; and
• Title.

Some provinces, states, or territories do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

9.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event will BuzzGram or its affiliates, officers, directors, employees, contractors, or agents be liable for:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages; or
• Any loss of profits, revenues, savings, goodwill, data, or other intangible losses,

arising out of or in connection with:

• Your use of, or inability to use, the Platform;
• Any interactions or transactions between you and any Business or other User;
• Any UGC or third-party content; or
• Any unauthorized access to or use of your account or data,

even if BuzzGram has been advised of the possibility of such damages.

To the extent BuzzGram is found liable to you notwithstanding the foregoing, the aggregate liability of BuzzGram arising out of or in connection with the Platform or these Terms will be limited to the greater of:

• The amounts you have paid (if any) to BuzzGram in the twelve (12) months immediately preceding the event giving rise to the claim; or
• One hundred Canadian dollars (CAD 100) or one hundred U.S. dollars (USD 100), depending on your country of residence.

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you.

9.3 Indemnification

You agree to indemnify, defend, and hold harmless BuzzGram and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms;
• Your misuse of the Platform;
• Your interactions or transactions with any Business or other User; or
• Your UGC or any content you submit.

10. Privacy and Data Usage

10.1 Privacy Policy

Our collection, use, disclosure, and protection of personal information are governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and use of your information in accordance with the Privacy Policy.

10.2 Compliance with Privacy Laws

BuzzGram aims to comply with applicable privacy and data protection laws, including, as applicable:

• In Canada: the Personal Information Protection and Electronic Documents Act (PIPEDA) and substantially similar provincial laws;
• In the United States: applicable federal privacy laws and relevant state privacy laws (for example, for California residents, the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), to the extent these laws apply to BuzzGram).

10.3 Data Handling and Purposes

Personal information may be collected, used, and disclosed:

• To create and manage User accounts;
• To provide, maintain, and improve the Platform and its features;
• To personalize your experience and provide relevant recommendations or content;
• To communicate with you about the Platform, including updates, security notices, or support;
• For analytics, security, and fraud prevention; and
• For any other purposes described in the Privacy Policy or to which you expressly consent.

10.4 Cross-Border Data Transfers

Your information may be stored and processed in Canada, the United States, or other jurisdictions where BuzzGram or its service providers maintain facilities. By using the Platform, you consent to the transfer of your information to these jurisdictions, which may have different data protection laws than your home jurisdiction. Where required by law, BuzzGram will take steps to ensure an appropriate level of protection for such transfers (for example, contractual protections, encryption, or other safeguards).

10.5 Consent Management

Certain data is collected and processed as necessary to provide core Platform functionality (often on the basis of implied consent or other lawful bases under applicable law).

For optional activities, such as marketing communications, BuzzGram will obtain express consent where required. You may withdraw consent for such optional uses at any time as described in the Privacy Policy, subject to legal or contractual restrictions.

11. Intellectual Property

11.1 BuzzGram Content

The Platform and all content provided by BuzzGram, including but not limited to text, graphics, logos, icons, images, software, and design, are owned or licensed by BuzzGram and are protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal or internal business use in accordance with these Terms. You may not:

• Copy, modify, distribute, sell, lease, or create derivative works from the Platform or its content;
• Reverse engineer, decompile, or attempt to extract the source code of the Platform, except as permitted by law; or
• Use any trademarks, trade names, or logos of BuzzGram without our prior written consent.

11.2 Feedback

If you provide BuzzGram with any feedback, suggestions, or ideas regarding the Platform, you grant BuzzGram a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback for any purpose, without obligation to you.

12. Force Majeure

BuzzGram will not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil disturbances, labour disputes, cyberattacks, power outages, failures of telecommunications or networks, or governmental actions.

13. Amendments to these Terms

BuzzGram may update or modify these Terms from time to time. When changes are made:

• The "Effective Date" at the top of these Terms will be updated; and
• The updated Terms will be posted on the Platform.

Where required by applicable law, BuzzGram will provide advance notice and/or obtain your consent to material changes. Your continued use of the Platform after the updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

14. Termination and Suspension

14.1 By BuzzGram

BuzzGram may, at its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Platform or your account if:

• You violate these Terms or any applicable law;
• BuzzGram reasonably believes your conduct may harm BuzzGram, other Users, or any third party; or
• BuzzGram discontinues the Platform (in whole or in part).

Where possible and appropriate, BuzzGram may notify you electronically of such suspension or termination.

14.2 By You

You may stop using the Platform at any time. You may request closure of your account as described in the Platform or in the Privacy Policy.

14.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform ceases immediately;
• Certain provisions that by their nature should survive (including, without limitation, ownership provisions, disclaimers, limitations of liability, indemnification, and dispute resolution provisions) will continue to apply.

15. Governing Law and Dispute Resolution

Because the Platform serves Users in both Canada and the United States, this section distinguishes between Users based on their country of residence. To the maximum extent permitted by applicable law, the following applies.

15.1 Governing Law

(a) Users Residing in Canada

For Users whose primary residence is in Canada, these Terms and any disputes arising out of or in connection with them will be governed by and construed in accordance with:

• The laws of the Province of Ontario, and
• The federal laws of Canada applicable therein,

without regard to conflict of laws principles.

(b) Users Residing in the United States

For Users whose primary residence is in the United States, these Terms and any disputes arising out of or in connection with them will be governed by and construed in accordance with:

• The laws of the State of New York, and
• The federal laws of the United States applicable therein,

without regard to conflict of laws principles.

(c) Mandatory Local Consumer Protections

Where mandatory consumer protection laws in your jurisdiction impose protections that conflict with these Terms (for example, certain provisions of the Quebec Consumer Protection Act or restrictions on pre-dispute arbitration or class action waivers), those mandatory local laws will prevail with respect to you, and the conflicting portion of these Terms will be deemed modified or inapplicable to the minimum extent required.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with any additional terms expressly referenced herein and the Privacy Policy, constitute the entire agreement between you and BuzzGram regarding your use of the Platform and supersede all prior or contemporaneous understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

16.3 No Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term. BuzzGram's failure to assert any right or provision under these Terms does not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without BuzzGram's prior written consent. BuzzGram may assign or transfer its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.

16.5 Language

Where BuzzGram provides a translation of the English version of these Terms, the English version will control to the extent of any conflict, except where prohibited by applicable law.

17. Contact Information

If you have any questions or concerns regarding these Terms, please contact:

Email: buzzgramco@gmail.com

18. Acknowledgment

By accessing or using the Platform, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.