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1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether individually or on behalf of an entity ("you" or "Customer"), and Overturn LLC ("Company," "we," "us," or "our"), regarding your access to and use of the BrandBay platform and all associated services, features, applications, and content (collectively, the "Services"), accessible at https://www.brandbay.io and https://app.brandbay.io.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY.

Overturn LLC is registered in Wyoming, United States, with its registered address at 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801, United States.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, Acceptable Use Policy, and the Data Processing Addendum set out in Section 29 of these Terms ("DPA"), each of which is available on our website. In the event of any conflict between these Terms and the DPA with respect to data protection matters, the DPA shall prevail; for all other matters, these Terms control.

We reserve the right to modify these Terms at any time. We will notify you of material changes by updating the 'Last Updated' date and by providing notice via email or in-app notification at least 30 days before the changes take effect. Your continued use of the Services after such changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services before the changes take effect.

2. DESCRIPTION OF SERVICES

BrandBay is a multi-brand digital asset management (DAM) platform that enables Customers to organize, store, and share their digital branding assets through a structured, collaborative workspace. The Services include, but are not limited to:

• Brand Asset Management: Create and manage multiple brand workspaces, each containing collections, groups, and individual assets organized in a structured hierarchy (Brand → Collection → Group → Asset).
• Asset Storage: Upload and store digital files including images, videos, audio, documents, PDFs, and font files, subject to applicable storage limits as described on our pricing page.
• Brand Kit Generator: Define and reference brand-specific assets such as logos, color codes, fonts, text notes, code snippets, and web page URLs in a centralized brand kit.
• Asset Previewing: View uploaded assets through built-in media viewers including image, video, audio, and PDF/document previewers.
• Image Compression: Automatic thumbnail generation through client-side image compression and, for certain file formats, server-side compression via third-party image processing services.
• Team and Client Collaboration: Invite team members and clients to brand workspaces with configurable roles and permission sets controlling access to assets.
• Public Sharing: Share individual assets, collections, or entire brands via public links, with optional password protection and configurable download/upload permissions.
• Asset Hosting: Access direct URLs for hosted assets, suitable for embedding in external websites and applications, subject to our Acceptable Use Policy and fair use guidelines.
• White Label and Custom Domain: Configure a custom-branded portal on your own domain, with branded invite and password reset emails, for presenting assets to your clients under your own brand identity (available on applicable plan tiers).
• Desktop Application: Access the Services through an Electron-based desktop application that mirrors the web application.
• Browser Extension: Access your brand assets quickly through a Chrome browser extension that provides an overlay view of the web application.
• Media Embedding: Embed collections and assets into external web pages.

The Services are subject to change. We may add, modify, or discontinue features at our sole discretion with reasonable notice where practicable.

3. ELIGIBILITY

The Services are intended solely for use by individuals who are at least 18 years of age and who have the legal capacity to enter into binding contracts. By using the Services, you represent that you meet these requirements.

You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations in your jurisdiction.

4. ACCOUNT REGISTRATION AND SECURITY

To access the Services, you must register for an account. You agree to provide accurate, complete, and current information and to keep that information updated.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at support@zeruapps.com if you suspect unauthorized access.

We reserve the right to refuse registration, suspend, or terminate accounts at our sole discretion, including for violation of these Terms or suspected fraudulent activity.

You may not create multiple accounts to circumvent subscription requirements, share account credentials with unauthorized parties, or transfer your account to another individual or entity without our prior written consent. This restriction applies with particular force to lifetime access licenses, which are non-transferable and are issued exclusively to the original purchaser. See Section 5 for full billing and license terms.

5. FEES, PAYMENT, AND BILLING

5.1 Subscription Plans and Free Tier

BrandBay offers a free tier with limited storage and features that does not require a payment method to register. Paid subscription plans provide increased storage, brand limits, team member seats, and additional features as described on our pricing page. All fees are stated in U.S. Dollars and are subject to change with reasonable notice.

Lifetime access licenses, where offered, grant access to the Services for the life of the product under the terms in effect at the time of purchase. Lifetime licenses are non-transferable and are issued to the individual or entity that completed the original purchase. Storage overage fees and add-on purchases remain subject to usage-based and recurring charges even under a lifetime license.

5.2 Billing and Autorenewal

Paid subscriptions are billed on a recurring basis (monthly or annually, as selected). By subscribing, you authorize us to charge your designated payment method automatically at the start of each billing cycle without further approval.

5.3 Storage and Usage-Based Billing

Each subscription plan includes a base storage allocation as described on our pricing page. If your account has a valid payment method on file and your stored assets exceed your plan's included storage allocation, overage charges will be automatically calculated and billed based on the overage rates published on our pricing page and displayed in the billing area of your account. By providing a payment method, you authorize us to charge storage overage fees automatically without additional approval.

If your account does not have a valid payment method on file and your stored assets reach or exceed your plan's included storage allocation, you will be prevented from uploading additional assets until you either add a payment method (enabling automatic overage billing) or reduce your stored assets to within your plan's limits.

Additional team member seats and other add-ons may also be purchased within your account. Current add-on and overage pricing is published on our pricing page and is subject to change with reasonable advance notice. Changes to overage rates will apply from the next billing cycle following notice.

5.4 Taxes

You are responsible for all taxes, duties, and levies applicable to your subscription in your jurisdiction. We may collect applicable taxes where legally required.

5.5 Failed Payments

If a payment fails, we may retry the charge and/or restrict your access to paid features until the outstanding balance is resolved. We are not liable for any loss of data or functionality resulting from a payment failure.

5.6 Refund Policy

Subscription fees are non-refundable except where required by applicable law. If you cancel your subscription, you will retain access to the paid features through the end of the current paid billing period. We do not provide pro-rated refunds for partial billing periods.

Lifetime access licenses are eligible for a full refund if requested within 30 days of the original purchase date. After 30 days, lifetime access license purchases are non-refundable. To request a refund on a lifetime access license, contact us at support@zeruapps.com within the 30-day window with your account details and reason for the request.

If you believe a charge was made in error, please contact us at support@zeruapps.com within 30 days of the charge.

5.7 Payment Processor

Payments are processed by Stripe, Inc. Your payment information is subject to Stripe's Privacy Policy (https://stripe.com/privacy) and Terms of Service. We do not store full payment card numbers on our systems.

6. CANCELLATION AND TERMINATION

6.1 Cancellation by You

You may cancel your subscription at any time by logging into your account settings or by contacting support@zeruapps.com. Cancellation takes effect at the end of the current paid billing period. No refunds are issued for the remaining period. Upon cancellation, your account will revert to the free tier, and access to paid features will be restricted accordingly. If your stored data exceeds free tier limits, you will be unable to upload new assets until your usage is within limits, but existing data will not be immediately deleted.

6.2 EU Right of Withdrawal

If you are located in the European Economic Area, you may have a right to withdraw from a distance contract within 14 days of purchase under the EU Consumer Rights Directive (2011/83/EU). However, by purchasing a subscription or lifetime access license and accessing the Services, you expressly consent to the immediate provision of digital content and acknowledge that you thereby waive your right of withdrawal once access to the paid Services is granted. This waiver is presented and accepted as part of the checkout process.

6.3 Termination by Us

We may suspend or terminate your account immediately and without notice if: (a) you breach any provision of these Terms or our Acceptable Use Policy; (b) we determine, in our sole discretion, that your use of the Services poses a legal, security, or reputational risk; (c) you fail to pay any amounts owed; (d) we detect abuse of the asset hosting or storage infrastructure; or (e) we are required to do so by law.

6.4 Effect of Termination

Upon termination, your right to access and use the Services ceases immediately. You are responsible for exporting your data prior to termination. We will retain your data for a commercially reasonable period (not to exceed 90 days) following termination, after which it may be permanently deleted. We are not liable for any loss of data resulting from termination.

You may not re-register for the Services under a different name or email address after termination for cause.

7. CUSTOMER CONTENT AND DATA

7.1 Ownership

You retain all ownership rights in the content you upload, create, or publish through the Services, including images, videos, audio files, documents, fonts, color codes, text notes, code snippets, and other brand assets ("Customer Content"). We do not claim any ownership over Customer Content.

7.2 License to Us

By submitting Customer Content to the Services, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, display, compress, and process your Customer Content solely as necessary to provide and improve the Services. This includes generating compressed thumbnail versions of images for display within the platform. This license terminates upon deletion of the content or termination of your account.

7.3 Your Responsibility for Content

You are solely responsible for all Customer Content. You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and permissions to the Customer Content; (b) the Customer Content does not infringe any third-party intellectual property rights; (c) the Customer Content complies with all applicable laws; and (d) the Customer Content does not violate our Acceptable Use Policy.

7.4 Content Moderation

We reserve the right (but not the obligation) to review, refuse, remove, or disable access to any Customer Content that, in our reasonable judgment, violates these Terms, our Acceptable Use Policy, or applicable law. We are not liable for any failure to take such action. We do not proactively scan uploaded content but may investigate in response to reports, abuse notifications from infrastructure providers, or unusual usage patterns.

8. INTELLECTUAL PROPERTY RIGHTS

The BrandBay platform, including all software, user interfaces, documentation, trademarks, service marks, and logos, is the exclusive property of Overturn LLC and its licensors. All rights are reserved.

You may not: (a) copy, modify, or create derivative works of our platform; (b) reverse engineer, decompile, or disassemble any part of the Services; (c) remove any proprietary notices or labels; (d) resell or sublicense access to the Services; or (e) use our trademarks or branding without our prior written consent.

Any feedback, suggestions, or ideas you provide to us regarding the Services are non-confidential and may be used by us without obligation or compensation to you.

9. LICENSE GRANT TO USE THE SERVICES

Subject to your compliance with these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your subscription term or, for free tier users, for so long as your account remains active and in good standing.

This license does not include any right to: sublicense, resell, or white-label the platform itself (as distinct from white-labeling your own branded portal within the platform); use the Services to build a competing product; or access the Services through automated means other than officially supported methods.

10. USER REPRESENTATIONS AND WARRANTIES

By using the Services, you represent and warrant that:

• All information you provide to us is accurate, current, and complete.
• You have the legal authority to enter into these Terms, whether on your own behalf or on behalf of an entity.
• You will not use the Services for any unlawful purpose or in violation of any applicable law or regulation.
• You will not upload or host content that you do not have the right to distribute.
• Your use of the Services will not infringe the intellectual property rights, privacy rights, or other legal rights of any third party.
• You will comply with all applicable export control, anti-money laundering, and sanctions laws.

11. ACCEPTABLE USE

Your use of the Services is subject to our Acceptable Use Policy, incorporated herein by reference and available at https://www.brandbay.io/legal-acceptable-use. In summary, you may not use the Services to:

• Distribute malware, spyware, phishing pages, or other harmful code.
• Host executable web files (HTML, JavaScript, PHP, or similar) or use the storage for web hosting purposes.
• Facilitate phishing, fraud, or deceptive practices.
• Host, distribute, or link to illegal content, including content that exploits or endangers minors.
• Infringe third-party intellectual property rights.
• Circumvent any security or access control measures.
• Engage in excessive resource consumption, bandwidth abuse, or use the asset hosting infrastructure as a general-purpose CDN.
• Use the Services as a general-purpose file backup, archival, or web hosting service unrelated to brand asset management.

Violation of this section may result in immediate termination of your account without refund and removal of offending content without notice.

12. ASSET STORAGE AND HOSTING

12.1 Storage Infrastructure

Customer Content is stored using cloud object storage infrastructure located in the United States. The identity of specific storage infrastructure providers is considered confidential business information and is not disclosed, but all such providers are bound by data processing agreements and confidentiality obligations consistent with this agreement and applicable data protection laws.

12.2 Storage Limits

Each subscription plan includes a defined storage allocation. Storage usage is measured at the account level across all brands owned by that account. Exceeding your plan's storage limit may result in: (a) inability to upload additional assets until usage is reduced or a plan upgrade is completed; or (b) additional storage add-on charges if you have pre-authorized them. Current storage allocations per plan are published on our pricing page.

12.3 Asset Hosting URLs

BrandBay provides direct URLs for hosted assets that may be used for embedding content in external websites and applications. This hosting feature is provided as a convenience for brand asset distribution and is not intended for use as a general-purpose content delivery network. You agree to:

• Use asset hosting URLs only for brand asset distribution consistent with the intended purpose of the Services.
• Not use asset hosting URLs for high-traffic content distribution, streaming, or as a replacement for dedicated CDN or web hosting services.
• Not embed or link hosted assets in a manner that generates disproportionate bandwidth consumption relative to your normal use of the platform.

We reserve the right to disable access to individual hosted assets or to your hosting URLs entirely if we determine, in our sole discretion, that usage is excessive, abusive, or inconsistent with the intended purpose of the Services. We may take such action without prior notice where necessary to protect infrastructure integrity.

12.4 File Type Restrictions

To prevent abuse of the storage and hosting infrastructure, the following file types are prohibited from upload: HTML files, JavaScript files, PHP files, and other web-executable file formats. Attempts to upload restricted file types will be blocked. We reserve the right to update the list of restricted file types at any time.

12.5 Image Compression

BrandBay automatically generates compressed thumbnail versions of uploaded images for display within the platform. For common image formats, compression is performed client-side within your browser. For certain image formats (such as TIFF), compression is performed server-side using a third-party image processing service. In such cases, the original image file — including any embedded metadata (such as EXIF data) — is transmitted to the third-party service for processing. The compressed version is returned and stored alongside the original. By uploading images, you consent to this processing. For more information, see our Privacy Policy.

12.6 Data Integrity and Backups

While we implement commercially reasonable measures to maintain the integrity and availability of stored assets, we do not guarantee against data loss. You are solely responsible for maintaining independent backups of your Customer Content. We are not liable for any loss of or damage to uploaded assets.

13. TEAM COLLABORATION AND INVITED USERS

13.1 Inviting Team Members and Clients

BrandBay allows you to invite other individuals ("Invited Users") to your brand workspaces by entering their email address. An Invited User receives an email invitation and, upon accepting, creates a BrandBay account (if they do not already have one) and gains access to the brands and permissions you have configured.

You are responsible for: (a) ensuring you have an appropriate basis for providing the Invited User's email address to BrandBay for the purpose of sending the invitation; (b) the permissions you assign to Invited Users; and (c) all activity Invited Users perform within your brand workspaces under the permissions you have granted.

13.2 Invited User Accounts

When an Invited User accepts an invitation and creates an account, they become a BrandBay user with their own account, subject to these Terms. If an Invited User is later removed from your brand, their BrandBay account persists as a free-tier account. They will no longer have access to your brand data, but their account remains active and may be associated with other brands.

13.3 Admin Roles

You may designate Invited Users as administrators within your brands. Administrators may invite additional users, manage permissions, and create brands on behalf of the brand owner, depending on the permissions you configure. You are responsible for the actions of administrators you designate.

14. WHITE LABEL AND CUSTOM DOMAIN

14.1 White Label Feature

On applicable plan tiers, BrandBay allows you to configure a custom domain for your brand portal, enabling your clients and team members to access the platform under your own branding. This feature includes white-labeled invite and password reset emails sent through our transactional email infrastructure under your custom domain.

14.2 DNS Configuration

To enable white-label email functionality, you are required to configure DNS records (including DKIM and other authentication records) for your custom domain as instructed within the application. You are responsible for correctly configuring and maintaining these DNS records. We are not liable for email delivery failures caused by misconfigured DNS settings.

14.3 Data Responsibilities

When you use the white-label feature to invite clients into your branded portal, you are the data controller for the personal data of those clients (including their email addresses and names) and BrandBay acts as a data processor on your behalf. You are responsible for: (a) maintaining a privacy policy that accurately describes the data you collect and how it is processed, including the involvement of BrandBay as a processor; (b) ensuring you have a valid legal basis for collecting your clients' data; (c) responding to data subject access requests from your clients in accordance with applicable data protection law; and (d) notifying your clients of any data breach affecting their personal data where required by law. We will cooperate with you in fulfilling these obligations as described in the Data Processing Addendum (Section 29).

Individuals invited through your white-label portal are flagged in our systems so that BrandBay does not send them onboarding or marketing communications on our own behalf. Marketing communications from BrandBay or Zeru Apps are only sent to users who register directly through app.brandbay.io.

15. PUBLIC SHARING AND UPLOAD

15.1 Public Sharing

BrandBay allows you to share individual assets, collections, or entire brands via public links. When you enable public sharing, the content you share becomes accessible to anyone with the link, including non-authenticated visitors. You are solely responsible for determining what content is appropriate to share publicly.

15.2 Password Protection

You may optionally apply password protection to shared brands, collections, or individual assets. If you choose to enable public sharing without password protection, the shared content will be accessible to anyone with the link without restriction. We are not responsible for unauthorized access to publicly shared content that you have not password-protected.

15.3 Public Upload

You may enable a public upload feature on shared brand pages, allowing non-authenticated visitors to upload files to your brand workspace. This feature functions similarly to a file drop box. You are solely responsible for: (a) monitoring and moderating files uploaded through public upload; (b) ensuring that publicly uploaded content does not violate our Acceptable Use Policy; (c) any legal liability arising from content uploaded by third parties through your enabled public upload feature; and (d) enabling password protection where appropriate to limit who can upload files.

We reserve the right to disable public upload features on any brand if we determine they are being used in violation of these Terms or our Acceptable Use Policy.

16. TRANSACTIONAL EMAILS

BrandBay sends transactional emails to users for the following purposes: (a) brand workspace invitation emails when a user is invited by a brand owner or administrator; and (b) password reset emails. These are service-related communications and are not marketing communications.

For white-label customers, these emails are sent under the customer's configured custom domain via our transactional email infrastructure provider. The customer's company name and branding may appear in these emails. For non-white-label users, emails are sent under BrandBay's domain.

We manage compliance features including valid sender identity and email deliverability standards. You are responsible for ensuring that the contact information you provide for white-label email configuration is accurate.

17. DESKTOP APPLICATION AND BROWSER EXTENSION

BrandBay offers a desktop application (built on Electron) and a Chrome browser extension as additional access points to the Services. These tools are functionally equivalent to the web application at app.brandbay.io and do not collect additional data beyond what is described in our Privacy Policy.

The desktop application and browser extension are provided "as is" and are subject to the same terms, privacy policy, and acceptable use policy as the web-based Services. We may update, modify, or discontinue these tools at our discretion.

18. PROHIBITED ACTIVITIES

In addition to the restrictions in our Acceptable Use Policy, you agree not to:

• Access the Services through automated means, bots, scrapers, or unauthorized methods.
• Attempt to gain unauthorized access to any part of the Services or our infrastructure.
• Interfere with the integrity, performance, or security of the Services.
• Use asset hosting URLs to operate a general-purpose CDN, file hosting service, or web hosting service.
• Upload restricted file types or attempt to bypass file type restrictions.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the Services in any way that could disparage, harm, or bring the Company into disrepute.
• Attempt to reverse engineer, decompile, or extract the source code of the Services.
• Circumvent any access controls, subscription limitations, storage limits, or usage restrictions.
• Use the Services in a way that violates any applicable law, regulation, or third-party right.
• Sell or otherwise transfer your account or any access granted under a lifetime license.

19. DMCA AND COPYRIGHT POLICY

19.1 Notification of Infringement

If you believe that content hosted through the Services infringes your copyright, please send a written notice to our Designated Copyright Agent at the address below. Your notice must include: (1) your electronic or physical signature; (2) a description of the copyrighted work claimed to be infringed; (3) the location of the allegedly infringing material; (4) your contact information; (5) a statement of good-faith belief that the use is unauthorized; and (6) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

19.2 Counter-Notification

If you believe your content was wrongly removed, you may submit a counter-notification. Your counter-notification must include: (1) your electronic or physical signature; (2) identification of the removed material; (3) a statement under penalty of perjury that you have a good-faith belief the removal was made in error; (4) your consent to jurisdiction in Wyoming; and (5) your contact information.

19.3 Designated Copyright Agent

Overturn LLC · Attn: Copyright Agent · 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801, United States · legal@zeruapps.com

20. DISCLAIMERS OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USING THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (D) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS; OR (E) UPLOADED ASSETS WILL BE PRESERVED INDEFINITELY WITHOUT LOSS OR CORRUPTION.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR CONTENT OF YOUR INVITED USERS, OR FOR ANY DISPUTES BETWEEN YOU AND YOUR TEAM MEMBERS OR CLIENTS.

21. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

22. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Overturn LLC, its subsidiaries, affiliates, officers, directors, agents, partners, and employees from and against any loss, liability, claim, demand, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of or access to the Services; (b) your Customer Content; (c) your violation of these Terms or our Acceptable Use Policy; (d) your violation of any third-party rights, including intellectual property, privacy, or contract rights; (e) content uploaded by third parties through your enabled public upload feature; (f) your white-label clients' use of the Services through your branded portal; or (g) any claim by your Invited Users relating to your use of the Services.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate with our defense of such claims.

23. MODIFICATIONS TO SERVICES AND PRICING

We reserve the right to modify, suspend, or discontinue any aspect of the Services, including features, pricing, and availability, at any time with or without notice. We will make reasonable efforts to notify you of material changes in advance.

We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services. If you disagree with changes to pricing or features, your sole remedy is to cancel your subscription prior to the effective date of the change.

We will make commercially reasonable efforts to maintain platform availability and minimize unplanned downtime. However, we do not guarantee any specific uptime percentage and are not liable for service interruptions outside our reasonable control. Planned maintenance will be communicated in advance where practicable.

24. GOVERNING LAW AND DISPUTE RESOLUTION

24.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in these Terms limits or excludes any rights you may have under mandatory data protection laws (including the GDPR, UK GDPR, or applicable US state privacy laws) that cannot be limited or excluded by contract.

24.2 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Sheridan County, Wyoming. You consent to the exclusive personal jurisdiction and venue of such courts.

24.3 Statute of Limitations

To the extent permitted by applicable law, you agree that any claim arising under or related to these Terms must be filed within one (1) year after the cause of action arose. This limitation does not apply where prohibited by mandatory law, including mandatory consumer protection or data protection statutes in your jurisdiction.

24.4 Informal Resolution

Before filing any formal legal claim, you agree to contact us at support@zeruapps.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days of receiving your notice.

25. ELECTRONIC COMMUNICATIONS

25.1 Service Communications

By using the Services, you agree to receive electronic communications from us that are necessary to administer your account and provide the Services. These include account confirmations, billing receipts, payment failure notices, security alerts, and updates to these Terms or our policies. These service communications are non-negotiable and will be sent for the duration of your account.

25.2 Marketing Communications from Zeru Apps

Overturn LLC operates multiple products and platforms under the Zeru Apps brand. The Zeru Apps brand identity and its relationship to each of its products — including BrandBay — is openly disclosed on each product website. By registering for the Services directly through app.brandbay.io, you acknowledge this relationship and agree that Overturn LLC may send you marketing and promotional communications about BrandBay, other Zeru Apps products, company news, and related offers.

We rely on our legitimate interests as the legal basis for these communications. You have a reasonable expectation of receiving communications from Zeru Apps as the parent company of the product you have registered for, and such communications are limited to our own products and services and are not shared with third-party advertisers.

Users who are invited through a white-label portal (as described in Section 14) will not receive marketing communications from BrandBay or Zeru Apps.

You may opt out of marketing communications at any time by clicking the unsubscribe link in any marketing email or by contacting us at support@zeruapps.com. Opting out of marketing communications will not affect delivery of service communications or your access to the Services.

25.3 Electronic Form

You agree that all electronic communications from us satisfy any legal requirement that such communications be in writing.

26. PRIVACY POLICY

We are committed to protecting your privacy and the privacy of your Invited Users. Our full Privacy Policy is available at https://www.brandbay.io/legal-privacy and is incorporated into these Terms by reference.

By using the Services, you agree to the collection, use, and disclosure of information as described in our Privacy Policy.

27. CALIFORNIA USERS

If you are a California resident and a complaint with us has not been satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

28. MISCELLANEOUS

Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, Acceptable Use Policy, and the Data Processing Addendum (Section 29), constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.

Severability: If any provision of these Terms is found unlawful or unenforceable, it will be severed and will not affect the remaining provisions.

Waiver: Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

Assignment: We may assign these Terms or any of our rights and obligations without restriction. You may not assign these Terms without our prior written consent.

Force Majeure: We are not liable for any failure to perform our obligations due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, government orders, or infrastructure failures.

No Agency: Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between you and us.

Headings: Section headings are for reference only and have no legal effect.

29. DATA PROCESSING ADDENDUM

This Data Processing Addendum ("DPA") forms part of these Terms and governs BrandBay's processing of personal data on behalf of Customers in connection with the Services. By accepting these Terms, you accept this DPA. This DPA addresses the requirements of applicable Data Protection Laws, including the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK General Data Protection Regulation ("UK GDPR"), and applicable US state privacy laws.

29.1 Definitions

In this DPA, unless otherwise defined: "Customer Personal Data" means personal data that is processed by BrandBay on behalf of the Customer to provide the Services; "Data Protection Laws" means applicable privacy and data protection laws including the GDPR, UK GDPR, the Swiss Federal Act on Data Protection ("FADP"), and US state privacy laws such as the CCPA; "Data Subject" means the identified or identifiable natural person to whom Customer Personal Data relates; "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data; "Sub-processor" means any third party engaged by BrandBay to process Customer Personal Data; "SCCs" means the standard contractual clauses approved by the European Commission pursuant to Implementing Decision (EU) 2021/914; and "UK Transfer Addendum" means the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner under Section 119A of the Data Protection Act 2018.

29.2 Scope and Roles

The Customer is the data controller (or, where the Customer acts on behalf of its own controller, a processor) with respect to Customer Personal Data. BrandBay acts as the data processor (or sub-processor, as applicable). This DPA applies to BrandBay's processing of Customer Personal Data, which consists of Invited User data collected through BrandBay-powered brand portals and workspaces as described in these Terms.

The categories of data subjects include: Invited Users who access the Customer's brand workspaces, and individuals who interact with the Customer's publicly shared brands, collections, or assets (to the extent any personal data is collected). The categories of personal data include: names, email addresses, IP addresses, device and browser information, and uploaded content that may contain embedded personal data (such as image EXIF metadata). The processing is carried out for the duration of the Customer's use of the Services and for the retention period described in Section 6.4 of these Terms.

29.3 Processing Instructions

BrandBay shall process Customer Personal Data only on the Customer's documented instructions, which are set out in these Terms and the Customer's configuration of the Services, unless required to do so by applicable law. If BrandBay becomes aware that an instruction infringes Data Protection Laws, it will promptly notify the Customer.

29.4 Confidentiality

BrandBay shall ensure that all personnel authorized to process Customer Personal Data are subject to appropriate confidentiality obligations, whether contractual or statutory.

29.5 Security Measures

BrandBay shall implement and maintain appropriate technical and organizational measures to protect Customer Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. These measures include: encryption of data in transit (TLS/SSL); access controls and authentication mechanisms; security monitoring and incident detection; regular security assessments; and physical security provided by our cloud infrastructure providers. BrandBay may update these measures from time to time, provided that the overall level of security is not materially decreased.

29.6 Sub-processors

The Customer provides general written authorization for BrandBay to engage sub-processors to process Customer Personal Data. A list of current sub-processors is maintained in Section 7 of our Privacy Policy. BrandBay will provide at least 30 days' prior written notice (via email or in-app notification) before engaging a new sub-processor or making a material change to an existing one. If the Customer objects to a new sub-processor on reasonable data protection grounds within 14 days of receiving notice, the parties shall work in good faith to find a mutually acceptable resolution. If no resolution is reached within 30 days, the Customer may terminate the affected Services by providing written notice. BrandBay shall ensure that each sub-processor is bound by data protection obligations no less protective than those in this DPA.

29.7 International Data Transfers

Customer Personal Data may be transferred to and processed in the United States. For transfers of personal data from the EEA, UK, or Switzerland to the United States or other countries not subject to an adequacy decision, BrandBay relies on the following transfer mechanisms as applicable: (a) the EU–U.S. Data Privacy Framework, the UK Extension to the EU–U.S. DPF, and/or the Swiss–U.S. Data Privacy Framework, where BrandBay or its sub-processors are certified; (b) the SCCs (Module 2: Controller to Processor, or Module 3: Processor to Processor, as applicable); and (c) the UK Transfer Addendum for UK transfers. Where a sub-processor is certified under the Data Privacy Framework, BrandBay may rely on that certification for onward transfers. If BrandBay or a sub-processor ceases to be certified or an applicable framework is invalidated, BrandBay shall promptly implement alternative transfer mechanisms, including the SCCs. Details of our sub-processors' transfer mechanisms are set out in Section 10 of our Privacy Policy and are available upon request.

29.8 Data Subject Requests

BrandBay shall, taking into account the nature of the processing, provide reasonable assistance to the Customer in responding to requests from data subjects to exercise their rights under Data Protection Laws ("Data Subject Requests"). If BrandBay receives a Data Subject Request directly, it will promptly redirect the data subject to the Customer, except where required by law to respond directly. BrandBay shall not respond to a Data Subject Request without the Customer's prior authorization, unless legally required to do so.

29.9 Personal Data Breach Notification

BrandBay shall notify the Customer of a Personal Data Breach without undue delay, and in any event within 72 hours of becoming aware of it. The notification shall include: (a) a description of the nature of the breach, including the categories and approximate number of data subjects and records concerned; (b) the likely consequences of the breach; and (c) the measures taken or proposed to address the breach. BrandBay shall cooperate with the Customer and provide such information as the Customer reasonably requires to comply with its breach notification obligations under Data Protection Laws.

29.10 Compliance Assistance

BrandBay shall, taking into account the nature of processing and information available, provide reasonable assistance to the Customer in ensuring compliance with the Customer's obligations under Data Protection Laws, including in relation to data protection impact assessments and prior consultations with supervisory authorities, to the extent that such assistance is required by Data Protection Laws and relates to BrandBay's processing of Customer Personal Data.

29.11 Audits

BrandBay shall make available to the Customer, upon reasonable request and subject to appropriate confidentiality obligations, such information as is reasonably necessary to demonstrate BrandBay's compliance with this DPA. The Customer (or a qualified independent third-party auditor appointed by the Customer) may conduct an audit of BrandBay's processing activities, subject to the following conditions: (a) the Customer shall provide at least 30 days' prior written notice; (b) audits shall be conducted during normal business hours and shall not unreasonably interfere with BrandBay's operations; (c) no more than one audit may be conducted per calendar year, unless required by Data Protection Laws or a supervisory authority; and (d) if BrandBay has obtained a SOC 2 Type II, ISO 27001, or equivalent audit report within the preceding 12 months, BrandBay may provide such report in lieu of permitting an on-site audit.

29.12 Data Deletion and Return

Upon termination or expiration of the Services, BrandBay shall, at the Customer's election, delete or return all Customer Personal Data in its possession, custody, or control, in accordance with Section 6.4 of these Terms. BrandBay may retain Customer Personal Data where required by applicable law, provided that such data is processed only for the purpose and duration required by that law and remains subject to the confidentiality and security obligations of this DPA.

29.13 US State Privacy Laws

To the extent that BrandBay processes Customer Personal Data that is subject to the CCPA or other US state privacy laws, BrandBay acts as a "Service Provider" or "Processor" (as defined in the applicable laws). BrandBay shall: (a) process such data solely to perform the Services and for no other commercial purpose; (b) not "sell" or "share" Customer Personal Data as those terms are defined under applicable US state privacy laws; and (c) comply with all applicable requirements of US state privacy laws in its capacity as a service provider or processor.

29.14 Customer Obligations

The Customer shall: (a) ensure that there is a valid legal basis for BrandBay's processing of Customer Personal Data in accordance with these Terms; (b) ensure that all required notices have been given to, and all necessary consents or permissions obtained from, data subjects for BrandBay to process Customer Personal Data as contemplated by these Terms; (c) not submit to the Services any sensitive personal data (including special categories of data under Article 9 GDPR, Social Security numbers, financial account credentials, or payment card data subject to PCI-DSS) unless expressly authorized in writing; and (d) comply with all Data Protection Laws applicable to the Customer's use of the Services.

29.15 Precedence

In the event of any conflict between this DPA and the remainder of these Terms with respect to data protection matters, this DPA shall prevail.

30. CONTACT US

For questions, support, or legal notices regarding these Terms, please contact us: