TERMS & CONDITIONS
Last Modified: July 4, 2025
1. INTRODUCTION
Bustem is in the business of providing certain Services, as further described in the Terms and Conditions and Client’s Order Form (collectively the “Agreement”). By accessing and using the Services, Client is agreeing to be bound by this Agreement. By purchasing, accessing or using the Services offered by Bustem, as set out in the Order Form, Client is confirming that Client has read, understands and accepts Agreement. This Agreement can be updated from time to time in accordance with Section 15.1. Client is responsible for regularly reviewing the most recent version of this Agreement, which is published at: https://bustem.com/terms-conditions . When Bustem changes this Agreement, the Last Modified date above will be updated.
2. DEFINITIONS AND INTERPRETATION
Some capitalized terms are defined in this Section 2 and others are defined contextually elsewhere in the Agreement. For purposes of this Agreement, “Bustem” means Bustem, LLC, and “Client,” means the person or entity listed as Client on the Order Form or, if no such person is listed, then the person or entity who accepts the Agreement when ordering Services. If permitted in the Order Form, Client may include an affiliate of Client, and such affiliate’s employees or agents.
2.1 “Bustem Platform” means Bustem's proprietary web-based software platform, including all associated applications, tools, dashboards, databases, and user interfaces, that enables automated monitoring, detection, and reporting of intellectual property infringement and brand protection violations, as made available to Client in connection with the Services.
2.2. “Client Content” means all data, documents, copyrighted works, and other materials provided or made available by Client to Bustem in connection with the Services.
2.3. “De-Identified Data” is defined in Section 7.2.
2.4. “DMCA” means the Digital Millennium Copyright Act of 1998, codified at 17 U.S.C. § 512, as amended from time to time, which provides legal procedures for copyright holders to request the removal or disabling of access to allegedly infringing online material.
2.5. “DMCA Takedown Services” means the digital rights enforcement services, including but not limited to monitoring, identifying, reporting, and submitting requests to remove Infringing Content pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512).
2.6. “Effective Date” means the date of signature of Client’s Order Form by the Party signing last.
2.7. “Infringing Content” means any online material, product file, post, data, media, or other content that violates or is alleged to violate the Client’s copyright or other intellectual property rights, including but not limited to unauthorized reproductions, distributions, displays, public performances, or derivative works, whether hosted on websites, platforms, social media, or digital marketplaces.
2.8. “Services” means the automated web-monitoring, DMCA Takedown Services, other intellectual property enforcement services, access to and use of the Bustem Platform, and other services as specified in the Order Form.
2.9. “Order Form” means a document agreed to by the Parties that sets forth specific details regarding the Services to be performed, including deliverables, timelines, and fees.
2.10. “Takedown” or “Takedown Request” means a formal notification submitted under the DMCA, or other intellectual property enforcement mechanism (including on e-commerce platforms) on behalf of a copyright owner or authorized agent, requesting that an online service provider or content host remove or disable access to specific content alleged to infringe a valid copyright.
2.11. “Third Party” means any individual or entity other than the Parties to this Agreement or their respective affiliates.
2.12. Headings. Headings and sub-headings are inserted for information purposes only and shall not be used in the interpretation of the Agreement.
2.13. Examples. Whenever a term is followed by the word “including” or “include” or “excluding” or “exclude” and specific examples, the examples shall not limit the ambit of the term.
2.14. References to persons. References to persons shall include natural and juristic persons and references to either Party shall include the Party’s successors or permitted assigns.
2.15. Calculation of days. Unless otherwise stated in the Agreement, when any number of days is prescribed in the Agreement the first day will be excluded and the last day included, unless the last calendar day falls on a calendar day that is not a business day, in which event the last calendar day shall be the next business day.
2.16. Definitions in this Agreement. Expressions defined in this Agreement shall bear the same meaning in any Order Form, unless otherwise stated therein. Where any term is defined within the context of any particular clause in the Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of the Agreement, notwithstanding that the term has not been defined in this Section 2 of this Agreement.
3. TERM
3.1. This Agreement shall commence on its Effective Date and shall continue for an initial term of one (1) year, and thereafter shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, or until it is terminated in accordance with its terms. Each Order Form will commence on the effective date of such Order Form and shall continue for the period provided therein, subject to termination as provided for in this Agreement.
4. POWER OF ATTORNEY
4.1. Appointment. By using the Services, Client hereby grants to Bustem a limited, non-exclusive, revocable power of attorney to act as Client’s authorized agent solely for the purpose of preparing, signing, and submitting intellectual property enforcement requests and related communications on Client’s behalf, including but not limited to Takedown Requests as contemplated under the DMCA or platform-specific intellectual property violation reports. This authority includes, without limitation:
4.1.1. Preparing and issuing intellectual property enforcement requests and Takedown Requests to internet service providers, hosting companies, domain registrars, search engines, social media platforms, e-Commerce platforms, and other relevant entities;
4.1.2. Communicating directly with third parties regarding the status, receipt, and outcome of Takedown Requests or other enforcement requests and violation reports;
4.1.3. Submitting follow-up correspondence or clarifications in connection with a Takedown Request;
4.1.4. Taking reasonable and lawful steps necessary to request the removal or disabling of allegedly Infringing Content, counterfeit products, or unauthorized listings.
4.2. Scope and Limitations. The power of attorney granted under this Section 4 of the Agreement:
4.2.1. Is strictly limited to the Services described in this Agreement and any applicable Order Form;
4.2.2. Does not confer general agency powers, legal representation, or the right to initiate litigation or bind the Client in legal proceedings, unless separately authorized in writing;
4.2.3. Does not authorize Bustem to make admissions, grant licenses, negotiate settlements, or waive Client’s legal rights unless expressly permitted by Client in writing.
4.3. Duration and Revocation. The power of attorney granted under this Section 4 of the Agreement shall remain in effect for the duration of this Agreement and any active Order Form unless earlier revoked in writing by Client. Bustem may also terminate this power of attorney at any time by written notice to Client.
5. SERVICES
5.1. Scope of Services. Bustem shall provide to Client the Services, intellectual property protection and enforcement Services, and other Services as specified in the Order Form. Each Order Form will specify any specific terms and conditions applicable to the respective Services to the extent not addressed in this Agreement.
5.2. Status and Precedence. Order Forms are subject to the terms and conditions of this Agreement. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and an Order Forms, the applicable terms and conditions of the applicable Order Form shall govern and control.
5.3. Service Limitations. Bustem shall use commercially reasonable efforts to identify and facilitate the removal of Infringing Content, but Client acknowledges and agrees that:
5.3.1. Bustem cannot and does not guarantee that any particular content will be removed, nor that all Infringing Content will be identified or reported.
5.3.2. The effectiveness of Takedown Requests is dependent on the cooperation of third-party service providers, platforms, and hosts, which are outside of Bustem’s control.
5.3.3. In some instances, content providers may file counter-notifications under the DMCA or otherwise dispute a Takedown or Takedown Request. Bustem shall have no obligation to represent, defend, or indemnify Client in any such claim, legal dispute, arbitration, or litigation.
5.3.4. Bustem does not provide legal advice or representation and is not acting as Client’s legal counsel.
5.3.5. The Services do not include copyright registration, litigation, enforcement through courts or arbitration, or negotiation with infringers.
5.4. Platform License Grant. Subject to the terms and conditions of this Agreement and payment of applicable fees, Bustem hereby grants to Client during the term of this Agreement a non-exclusive, non-transferable, revocable license to access and use the Bustem Platform solely for the purpose of receiving the Services.
5.5. License Restrictions. Client shall not, and shall not permit any third party to: (i) sublicense, distribute, sell, resell, or make the Bustem Platform or Services available to any third party; (ii) modify, adapt, alter, translate, or create derivative works of the Bustem Platform; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Bustem Platform; (iv) remove, alter, or obscure any proprietary notices on the Bustem Platform; (v) use the Bustem Platform or Services for any unlawful purpose, to harass or spam any third party, or in violation of this Agreement; or (vi) access the Bustem Platform to build a competitive product or service.
6. CLIENT RESPONSIBILITIES
6.1. Client Direction and Responsibility. All Takedown Requests and enforcement actions shall be initiated based on Client's direction and identification of allegedly Infringing Content. Client assumes full responsibility and liability for the accuracy and appropriateness of all enforcement actions taken by Bustem pursuant to Client's instructions.
6.2. Authority and Documentation: Client shall promptly provide Bustem with all documentation reasonably requested to substantiate Client’s ownership of, or legal rights to enforce the intellectual property subject to Takedown efforts, including but not limited to copyright registration certificates, license agreements, chain-of-title documents, and any relevant correspondence.
6.3. Timely Cooperation: Client shall cooperate in a timely and good faith manner with Bustem by responding to inquiries, reviewing drafts, and supplying additional information or clarifications as needed to pursue Takedown actions effectively.
6.4. Accuracy of Information: Client warrants that all materials, content descriptions, URLs, and other information supplied to Bustem in connection with the Services are accurate, truthful, and complete to the best of Client’s knowledge.
6.5. Client Accounts. Bustem shall issue to Client, or shall authorize a Client administrator to issue, a password for each authorized user to use Clients’s account on the Bustem Platofrm. Client is responsible for maintaining the confidentiality of all usernames and passwords and for ensuring that each username and password is used only by the appropriate authorized user. Client is solely responsible for any and all usage of the Services resulting from access through any authorized user’s username and password. Client shall promptly notify Bustem of any unauthorized use of Client’s account (including each password of each user accessing the Services by means of Client’s account) or any other breach of security known to Client.
7. INTELLECTUAL PROPERTY
7.1. Ownership of Client Content. All intellectual property rights in Client Content remain solely with Client. Bustem acquires no ownership rights in Client Content.
7.2. De-Identified Data. Notwithstanding anything in this Section or Agreement to the contrary, Client agrees that Bustem may use Client Content to create De-Identified Data. "De-Identified Data" means data and information that is collected or created by Bustem while providing the Services that does not identify any individual, or Client.
7.3. License Grant. Client hereby grants to Bustem a non-exclusive, worldwide, royalty-free, irrevocable (for the duration of this Agreement), sublicensable license to use, reproduce, display, transmit, and distribute Client Content solely as necessary to perform the Services, including submission of Takedown Requests and related communications.
7.4. Bustem Property. Bustem retains all rights, title, and interest in and to the Bustem Platform and all systems, processes, software, tools, data (excluding Client Content), and proprietary methods used in providing the Services, including any improvements or modifications thereto, whether or not developed specifically for Client.
7.5. Feedback. To the extent Client provides any feedback or suggestions to Bustem regarding the Services, such feedback shall be deemed non-confidential, and Bustem shall be free to use and exploit such feedback without restriction or obligation.
7.6. Fraudulent Infringer Data. Client recognizes that the assignment of fraudulent infringer data is necessary to enable Bustem's ability to fight brand infringement across its platform and protect the broader e-Commerce ecosystem. As between the Parties, Client hereby assigns to Bustem all right, title, and interest in and to any data, information, profiles, and related materials concerning sellers, websites, or entities identified through the Services as engaging in brand infringement, counterfeiting, or unauthorized use of intellectual property, including all intellectual property rights therein.
8. TERMINATION
8.1. Termination for Cause. Either Party may terminate this Agreement or any active Order Form upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice specifying the nature of the breach. If the breach is not capable of being cured (e.g., a breach of confidentiality, violation of applicable law, or infringement of intellectual property), termination shall be effective immediately upon written notice.
8.2. Immediate Termination Rights. Either Party may terminate this Agreement immediately upon written notice if:
8.2.1. The other Party becomes the subject of any voluntary or involuntary bankruptcy, insolvency, receivership, or similar proceeding, or ceases to operate in the ordinary course of business;
8.2.2. Continuing the Agreement would violate applicable law or subject the terminating Party to material legal or reputational harm; or
8.3. Effect of Termination. Upon termination or expiration of this Agreement:
8.3.1. Each Party shall return or destroy all confidential or proprietary information of the other Party in its possession, except as required to retain for legal or compliance purposes;
8.3.2. All licenses and authorizations granted under this Agreement shall immediately terminate, including any power of attorney issued by Client to Bustem;
8.3.3. Each Party shall promptly pay all undisputed fees and costs incurred up to the date of termination under any active Order Form;
8.3.4. Sections that, by their nature, are intended to survive termination (including but not limited to Indemnification, Limitations of Liability, Confidentiality, Intellectual Property and Dispute Resolution) shall survive.
8.4. No Refunds; Final Accounting. Except where expressly stated in an Order Form, all fees paid are non-refundable. Upon termination, Bustem shall issue a final invoice, and Client shall pay any remaining balance within fifteen (15) days of receipt.
9. FEES AND PAYMENT
9.1. Fees. Client agrees to pay Bustem the fees set forth in the applicable Order Form for the Services performed under this Agreement.
9.2. Invoicing and Payment. Unless otherwise stated in an applicable Order Form:
9.2.1. Unless ortherwise specified in the order form, invoices are due and payable upon receipt.
9.2.2. Payments shall be made in U.S. dollars by ACH, credit card or other mutually agreed payment method as determined in the Order Form.
9.2.3. Client authorizes Bustem to charge the payment method on file for all verified and completed takedowns.
9.2.4. If ACH is the chosen method of payment, Bustem may collect payment for the fees payable by Client under the Agreement automatically via ACH. Client represents that the account Client is authorizing for ACH is an account that is not primarily used for personal, familial or household purposes. By authorizing Bustem to use ACH, Client agrees to the NACHA Operating Rules that govern ACH payments. Fees are exclusive of taxes, which Client is responsible for if applicable. Client authorizes Bustem and/or its payment processor to initiate entries to Client’s business bank checking accounts on file with Bustem (using Client’s business address on file) to pay amounts that Client owes to Bustem (including for any renewal terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error. Client represents that Client has authority to bind the organization that owns the bank account and to authorize these transactions to the bank account. This bank account payment authorization will remain in effect until Client notifies Bustem, LLC in writing to cancel it in such time as to afford Bustem, LLC and the bank reasonable opportunity to act on it. Payment must be made on receipt. Bustem may immediately suspend provision of any or all Services if Client’s account is past due with respect to the payment of fees for any Services or any other amounts owed by Client to Bustem.
9.3. Late Payments. Any amounts not paid when due shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, if less), compounded monthly, from the due date until paid in full. Bustem reserves the right to suspend Services in the event of payment default.
9.4. Taxes. All fees are exclusive of applicable sales, use, excise, value-added, or other taxes, levies, or duties imposed by taxing authorities. Client shall be responsible for all such taxes except for taxes based on Bustem’s net income. If Bustem is required to collect or pay any such taxes on Client’s behalf, Bustem shall invoice Client for such amounts, and Client shall pay such amounts in accordance with this Section.
9.5. No Setoff. Client may not withhold, offset, or reduce payments owed under this Agreement for any reason, including alleged breach or counterclaim, without Bustem’s prior written consent or a final court order.
10. CONFIDENTIALITY
10.1. Confidential Information. For the purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in any form (whether oral, written, visual, electronic, or other) that is non-public or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:
10.1.1. Technical and business information, trade secrets, know-how, methods, and processes;
10.1.2. Business plans, financial data, product and service roadmaps, pricing, and customer lists;
10.1.3. Bustem’s proprietary tools, systems, templates, and documentation used to deliver Services.
10.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written documentation:
10.2.1. Was lawfully in its possession without obligation of confidentiality prior to disclosure;
10.2.2. Is, or becomes, publicly available through no act or omission of the Receiving Party;
10.2.3. Is lawfully disclosed to the Receiving Party by a third party without restriction and without breach of any confidentiality obligation; or
10.2.4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
10.3. Confidentiality Obligations. The Receiving Party shall:
10.3.1. Use the Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement;
10.3.2. Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, contractors, and legal or financial advisors who have a legitimate need to know such information and are bound by obligations of confidentiality at least as protective as those contained herein;
10.3.3. Use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and
10.3.4. Promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of Confidential Information.
10.4. Legal Disclosure. If the Receiving Party is required by law, court order, or governmental authority to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy. If disclosure is ultimately required, the Receiving Party shall disclose only the minimum information necessary to comply with the legal requirement and shall use reasonable efforts to ensure continued confidentiality.
10.5. Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or securely destroy all Confidential Information, including all copies, extracts, and summaries thereof, unless retention is required by law or for legal recordkeeping purposes.
10.6. Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, without the requirement to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.
10.7. Duration of Obligation. The confidentiality obligations set forth in this Section shall survive for five (5) years from the date of disclosure of the Confidential Information, or for as long as such information qualifies as a trade secret under applicable law, whichever is longer.
11. WARRANTIES AND DISCLAIMERS
11.1. Mutual Warranties. Each Party represents and warrants that:
11.1.1. It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and
11.1.2. The execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational actions.
11.2. Client Warranties. Client further represents and warrants that:
11.2.1. It owns or has obtained all rights, consents, licenses, and authorizations necessary to submit Takedown Requests for the content provided to Bustem;
11.2.2. The Infringing Content identified for removal constitutes a good faith claim of infringement under the DMCA or other applicable law; and
11.2.3. No information provided to Bustem is false, misleading, or provided in bad faith.
11.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUSTEM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BUSTEM DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN THE REMOVAL OF ANY CONTENT OR THE PREVENTION OF FUTURE INFRINGEMENT.
12. INDEMNIFICATION
12.1. Client Indemnification. Client shall indemnify, defend, and hold harmless Bustem, its affiliates, officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, actions, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
12.1.1. Any claim that content or products identified by Client or targeted in any takedown request, enforcement action, or violation report submitted by Bustem on Client's behalf infringes or misappropriates the intellectual property, publicity, privacy, or other rights of any third party;
12.1.2. Any claim challenging Client's ownership or right to enforce the intellectual property rights that form the basis of any enforcement action, including but not limited to monetary claims for lost profits, business interruption, or other economic damages arising from enforcement actions taken against third parties;
12.1.3. Client’s gross negligence or willful misconduct;
12.1.4. Any violation of the DMCA or any other law, regulation, or rule caused by the Client’s actions or omissions;
12.1.5. Any submission of false, inaccurate, or misleading Takedown Requests;
12.1.6. Client’s breach of any warranty, representation, or obligation under this Agreement;
12.1.7. Any use of the Services by Client in a manner not expressly authorized by this Agreement or applicable law.
12.2. Bustem Indemnification. Bustem agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, contractors, and agents from and against any and all thirdparty claims, demands, actions, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to allegations that Bustem’s intellectual property or materials provided under this Agreement infringe or misappropriate any third party’s intellectual property rights unless (i) such infringing intellectual property was not supplied or directed by Bustem, or was combined with other products, services, processes, or materials not supplied or directed by Bustem (where the alleged infringement relates to such combination); or (ii) any such infringement claim is based upon Client intellectual property.
12.3. Indemnification Procedures. Each Party (an “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any claim for which indemnity is sought (provided that failure to do so will not relieve the Indemnifying Party of its indemnity obligations (except to the extent materially prejudiced thereby) and will cooperate in the defense at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent unless such settlement fully and unconditionally releases Bustem from all liability.
13. LIMITATION OF LIABILITY
13.1. Exclusion of Certain Damages. To the maximum extent permitted by law, in no event shall either Party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to lost profits, business interruption, loss of data, loss of goodwill, or costs of procurement of substitute services, regardless of the cause of action and even if advised of the possibility of such damages.
13.2. Limitation on Direct Damages. Other than (i) indemnification obligations under Section 12 of this Agreement, or (ii) claims arising from a Party's gross negligence or willful misconduct, in no event shall either Party’s total liability arising out of or relating to this Agreement, whether in contract, tort or otherwise, exceed the total amount of fees paid by Client to Bustem under this Agreement during the twelve (12) month period immediately prior to the event giving rise to the claim.
15. GENERAL
15.1. Amendments. Bustem may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on Bustem website. It is important for Client to review this Agreement before using the Services and from time to time. The updated Agreement will be effective as of the time of posting, and Client’s continued use of the Services after any such changes are effective will constitute Client’s consent to such changes. Except for changes made by Bustem as described here, no other amendment or modification of this Agreement will be effective unless set forth in the Order Form, or as amendments, modifications or addendums to this Agreement and must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Bustem.
15.2. Publicity. Absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other in promotional materials, publicity releases, advertising, or any other similar publications or communications; provided, however, that Client grants Bustem the limited right to include Client's name and logo on Bustem's website and other promotional materials to identify Client as a customer.
15.3. Relationship of Parties. Nothing contained in the Agreement will create a joint venture or partnership, establish a relationship of principal and agent, establish a relationship of employer and employee, or create any other relationship of a similar nature between the Parties. Neither Party will represent the other Party in any capacity, bind the other Party to any contract, or create or assume any obligation on behalf of the other Party for any purpose whatsoever, except as expressly authorized by this Agreement.
15.4. Notices. Notices permitted or required to be given hereunder will be deemed sufficient if given by email, or registered or certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties in the Order Form. Notices so given will be effective upon the earlier to occur of (a) receipt by the party to which notice is given, or (b) if sent by registered or certified mail, the fifth (5th) business day following the date such notice was posted, whichever occurs first.
15.5. Force Majeure. Delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any event preventing performance of an obligation which is beyond the reasonable control of either Party. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. If a force majeure event occurs and its effect continues for a period of sixty (60) days or more, either Client or Bustem may give to the other a notice of termination, which shall take effect ten (10) days after the giving of the notice.
15.6. Survival. The provisions of this Agreement regarding Indemnification, Limitation of Liability, Warranties and Disclaimers, Intellectual Property, Confidentiality, Breach and Termination, Dispute Resolution will survive the expiration or termination of this Agreement.
15.7. Waiver. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision hereof. No waiver by either Party, either express or implied, of any breach of these terms or conditions shall be construed as a waiver of any other term or condition.
15.8. No Assignment. Neither Party shall be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
15.9. Severability. To the extent possible, each provision of this Agreement and any Order Form shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement or any Order Form issued in accordance with this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement or Order Form, but rather the entire Agreement or Order Form shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly.
15.10.No Conflict. Bustem represents and warrants that Bustem is not obligated under any agreement with a third party that conflicts with a provision of this Agreement and that Bustem has the authority to enter into and perform according to the terms of this Agreement.
15.11.No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer on any person, other than the Parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.
15.12.Entire Agreement. This Agreement and the Order Form (including the addendums, amendments, or attachments) constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter.
SMS AND MESSAGING COMPLIANCE
16.1 If you use Bustem’s services to send SMS or other forms of messaging, you agree to comply with all applicable messaging regulations, including those governed by telecom carriers in the United States and Canada.
You specifically agree that:
16.2 You will only message recipients who have given direct, documented consent to receive messages.
16.3 You will not send SMS for third-party lead generation, affiliate marketing, or on behalf of unrelated businesses.
16.4 You will not send content related to restricted categories, including cannabis, prescription drugs, debt relief, get-rich-quick schemes, firearms, alcohol (without age gating), tobacco, gambling, or other prohibited industries.
16.5 You will not use shared/public URL shorteners (e.g., bit.ly).
16.6 You will not impersonate any person or brand or mislead users through your message content.
16.7 You are responsible for ensuring that your use of SMS complies with Twilio’s Acceptable Use Policy and Messaging Policy.
16.8 Violating these rules may result in suspension or permanent termination of your access to messaging features or the entire service.
MOBILE MESSAGING TERMS (SMS DISCLOSURE)
Program Name: Bustem Alerts
17.1 Description: By opting into Bustem SMS alerts, you agree to receive automated text messages related to account updates, service notifications, and other essential communications. Messaging frequency varies and may include transactional and support-related content. Marketing or promotional messages will only be sent with your explicit consent.
17.2 Opt-Out Instructions (Bold): You can cancel the SMS service at any time by texting STOP. After you send the SMS message "STOP," we will send a confirmation that you’ve been unsubscribed. You will no longer receive SMS messages from us unless you opt in again.
17.3 Customer Support: For help, reply HELP to any message, or contact us directly at support@bustem.com.
17.4 Carrier Disclaimers: Carriers are not liable for delayed or undelivered messages.
17.5 Message and Data Rates: Message and data rates may apply. You may receive recurring messages based on your use of the platform. For information about your text or data plan, contact your wireless provider.
17.6 Privacy: Your data will not be shared, sold, or transferred. For full details, view our Privacy Policy: https://bustem.com/privacy
CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
Email: support@bustem.com
Thank you for using Bustem!
