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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 VidSell platform and all associated services, features, applications, and content (collectively, the "Services"), accessible at https://www.vidsell.io and https://app.vidsell.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

VidSell is a multi-feature SaaS platform that enables Customers to build, host, and sell digital products, capture leads, and manage communities. The Services include, but are not limited to:

• Video Hosting: Upload and serve video content through our infrastructure add-on, subject to applicable storage and bandwidth limits as described on our pricing page.
• Custom Video Player: Embed a feature-rich video player for externally-hosted videos that includes interactive pause points, timed lead capture overlays, calls to action, and engagement features.
• Sales and Lead Capture Pages (Flows): Build lightweight web pages designed to capture lead information via forms and to sell products or services, including support for order bumps and one-click upsells.
• Checkout and Commerce: Facilitate product sales through a Stripe Connect integration that connects directly to your own Stripe account, enabling you to collect payments from your end customers.
• Courses: Build and publish online course content, with access gates and structured curriculum pages hosted under the VidSell platform.
• Engage (Private Community Feature): Host a branded private community on a custom domain, installable as a Progressive Web Application (PWA) on end users' devices. Includes community feeds, announcements, push notifications, and email notifications to community members.
• Micro-CRM (People): Store and manage contact records for end users who submit forms, complete purchases, or join your community, including name, email address, and associated tags.
• Tagging and Automation: Apply tags to contacts upon completion of specific actions to gate or unlock content.
• Analytics: View non-personally-identifiable engagement metrics such as video views and feature interaction data.

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.

The Services are not designed or permitted for use in connection with regulated industries such as healthcare (HIPAA), financial services (GLBA/SOX), or federal government applications (FISMA). Use of the Services in such contexts is strictly prohibited.

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 or any workspace 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 Fees and Per-Workspace Billing

Access to the Services requires payment of the applicable subscription fees as listed on our pricing page. All fees are stated in U.S. Dollars and are subject to change with reasonable notice.

Subscriptions are issued on a per-workspace basis. Each workspace requires its own active subscription or qualifying lifetime license. Creating additional workspaces requires additional subscription purchases. You are responsible for ensuring all workspaces under your account remain in good standing.

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. Usage-based fees and add-on services (such as video hosting storage and bandwidth) remain subject to recurring subscription charges even under a lifetime license.

5.2 Billing and Autorenewal

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 Platform Transaction Fees

In addition to your subscription fees, VidSell charges a platform transaction fee on sales processed through the Stripe Connect checkout features. The applicable transaction fee rate is determined by the subscription plan tier under which your workspace is subscribed, with higher-tier plans carrying a lower platform transaction fee rate. Current fee rates by plan tier are published on our pricing page at https://www.vidsell.io/pricing and are subject to change with reasonable advance notice.

Platform transaction fees are implemented as a Stripe Connect application fee and are deducted from each transaction at the time of processing, before funds are transferred to your connected Stripe account. These fees are charged in addition to Stripe's own payment processing fees, which are governed by your agreement with Stripe and are separate from any amounts owed to us.

By enabling the checkout feature and connecting your Stripe account, you acknowledge and agree that: (a) the applicable platform transaction fee rate will be applied to all transactions processed through VidSell checkout flows on that workspace; (b) the fee will be collected automatically via the Stripe Connect application fee mechanism at the time of each transaction; and (c) the fee rate applicable to your workspace is determined by the subscription tier active on that workspace at the time the transaction occurs.

5.4 Add-On Services

Certain features, including video hosting storage and bandwidth, may be subject to additional usage-based fees. Details are available on our pricing page. You are responsible for monitoring your usage.

5.5 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.

5.6 Failed Payments

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

5.7 Refund Policy

Subscription fees are non-refundable except where required by applicable law. If you cancel your subscription, you will retain access to the Services 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.

5.8 Payment Processor

Subscription 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.

6.4 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 Services is granted. This waiver is presented and accepted as part of the checkout process.

6.2 Termination by Us

We may suspend or terminate your account immediately and without notice if: (a) you breach any provision of these Terms; (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; or (d) we are required to do so by law.

6.3 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 videos, course materials, page copy, images, and community posts ("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, and process your Customer Content solely as necessary to provide and improve the Services. 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.

8. INTELLECTUAL PROPERTY RIGHTS

The VidSell 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 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.

This license does not include any right to: sublicense, resell, or white-label the Services; use the Services to build a competing product; or access the Services through automated means other than officially supported APIs.

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 use the Services to transmit spam, unsolicited communications, or fraudulent content.
• 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.vidsell.io/legal-acceptable-use. In summary, you may not use the Services to:

• Distribute malware, spyware, or other harmful code.
• Facilitate phishing, fraud, or deceptive practices.
• Host, sell, or distribute 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 that degrades service for other users.
• Send unsolicited commercial messages (spam) to your end users or others.

Violation of this section may result in immediate termination of your account without refund.

12. THIRD-PARTY INTEGRATIONS AND PAYMENT PROCESSING (STRIPE CONNECT)

12.1 Stripe Connect and Platform Transaction Fees

VidSell's commerce features (checkout pages, upsells, order bumps) are powered by a Stripe Connect integration. When you enable checkout features, you connect your own Stripe account to VidSell. All payments from your End Users are processed directly through your connected Stripe account. VidSell does not act as a payment processor, merchant of record, or money transmitter with respect to transactions between you and your End Users.

As described in Section 5.3, VidSell charges a platform transaction fee on each sale processed through the checkout features. This fee is implemented as a Stripe Connect application fee and is automatically deducted from each transaction at the time of processing. The applicable fee rate is based on your workspace's active subscription plan tier. By connecting your Stripe account and using the checkout features, you explicitly authorize VidSell to collect this application fee on each transaction via the Stripe Connect mechanism.

You are solely responsible for: (a) compliance with Stripe's Terms of Service and Connected Account Agreement; (b) all sales taxes, refunds, and chargebacks related to your transactions; (c) your compliance with applicable consumer protection, e-commerce, and distance selling laws; (d) the accuracy of product descriptions, pricing, and fulfillment; and (e) disclosing to your End Users any total transaction costs, including applicable processing fees, in accordance with applicable consumer protection laws.

12.2 Other Third-Party Integrations

The Services may integrate with or link to third-party services. We do not control, endorse, or take responsibility for third-party platforms. Your use of third-party services is governed by their respective terms and privacy policies.

13. END-USER DATA AND THE ENGAGE COMMUNITY FEATURE

13.1 Your End Users

In addition to your own account, your use of VidSell involves "End Users" — the individuals who interact with the pages, communities, courses, and forms you build using the Services. You are the data controller for your End Users' personal data. We act as a data processor on your behalf.

You represent and warrant that: (a) you have a lawful basis to collect and process your End Users' personal data; (b) you have made appropriate privacy disclosures to your End Users; and (c) you will comply with all applicable data protection laws, including (as applicable) GDPR, CCPA, CAN-SPAM, and other regulations.

13.2 Engage Community Feature

The Engage feature allows you to host a branded private community on a custom domain. End Users create accounts on your community by completing a registration flow and accepting your community's terms of use. That registration event — combined with the End User's acceptance of terms that disclose community notifications — constitutes the consent basis for sending community-related email and push notifications. By enabling the Engage feature, you agree that:

• You are responsible for ensuring your community registration flow and terms of use clearly disclose that membership includes receiving community notifications such as announcements, new posts in community spaces, and activity updates.
• You will only use the notification features to send communications that relate to community activity, announcements, and content within the community. Notification features may not be used to send unrelated commercial promotions or marketing campaigns to your community members.
• You will not add End Users to your community or notification system through any means other than their voluntary registration through your community signup flow. Imported or purchased contact lists may not be used.
• You will honor all unsubscribe, notification preference, and consent withdrawal requests from your End Users promptly and in compliance with applicable law.
• You will not use notification features to distribute spam, misleading communications, or illegal content.
• You are solely responsible for all community content posted by you and your End Users.

13.3 Micro-CRM (People)

The Micro-CRM (People) feature stores contact records for individuals who have submitted a form or joined your community. These records include names, email addresses, and tags. You agree to use this data only for lawful purposes and in compliance with applicable data protection laws.

Upon receiving a deletion or opt-out request from one of your End Users, you are responsible for processing that request in accordance with applicable law. You may use the platform tools or contact us for assistance.

13.4 Customer Data Controller Obligations

As the data controller for your End Users' personal data, you are responsible for: (a) maintaining a privacy policy that accurately describes the data you collect, how it is processed, and the third-party services (including VidSell) involved in that processing; (b) ensuring you have a valid legal basis for collecting and processing End User data; (c) responding to data subject access requests (DSARs) from your End Users in accordance with applicable data protection law; and (d) notifying your End Users of any data breach affecting their personal data where required by applicable law. We will cooperate with you in fulfilling these obligations as described in the Data Processing Addendum (Section 29).

14. VIDEO HOSTING AND CONTENT DELIVERY

If you subscribe to VidSell's video hosting add-on, your uploaded videos will be stored and served through our content delivery infrastructure, which may include third-party video storage and content delivery network (CDN) providers engaged by us. The identity of specific video storage and delivery infrastructure providers is considered confidential business information and is not disclosed, but all such providers are bound by confidentiality obligations consistent with this agreement. You agree to:

• Only upload content to which you hold all necessary rights and permissions.
• Not upload content that violates our Acceptable Use Policy.
• Comply with all applicable laws regarding the content you host, including copyright, defamation, and obscenity laws.

We reserve the right to remove video content that we determine, in our sole discretion, violates these Terms or applicable law. We are not liable for data loss, and you should maintain independent backups of your content.

Storage and bandwidth limits apply as described on our pricing page. Exceeding limits may result in additional charges or suspension of hosting features.

15. EMAIL AND PUSH NOTIFICATIONS

VidSell enables you to send email and push notifications to your End Users through the Engage community feature. These notifications are intended for community-related communications — such as announcements, new posts in community spaces, and activity updates — and not for general email marketing or promotional campaigns.

The consent basis for these communications is your End Users' voluntary registration into your Engage community and their acceptance of your community's terms of use at the point of registration. You are responsible for ensuring your community's registration terms clearly disclose that community membership includes receiving community notifications.

VidSell manages the following compliance features automatically on your behalf: all community notification emails include a platform-generated unsubscribe link in the footer, and End Users may manage their notification preferences at any time through their community account settings. You must not attempt to suppress or circumvent these platform-provided features.

You are responsible for:

• Providing accurate business contact information — including your business or trading name and a valid physical mailing address — when configuring your Engage community. This information will be included in the footer of community notification emails as required by applicable law, including CAN-SPAM. If you operate as an individual rather than a registered business, your name and a valid mailing address are required.
• Ensuring your community registration terms accurately describe the nature of notifications End Users will receive.
• Using notification features only for community-related communications and not for unrelated commercial promotions.
• Compliance with CASL if sending to Canadian recipients, and with GDPR/UK GDPR if sending to EEA or UK recipients, including maintaining records of End Users' registration consent events.
• Ensuring that the content of notifications does not violate any laws or third-party rights.

We reserve the right to suspend notification sending if we determine, in our sole discretion, that the notification infrastructure is being used in a manner that violates applicable law, our policies, or the policies of our underlying infrastructure providers.

16. MICRO-CRM (PEOPLE) AND LEAD DATA

The VidSell Micro-CRM (the 'People' area of the platform) stores contact information submitted through lead capture forms and checkout flows you create. This data belongs to you as the Customer and constitutes Customer Content subject to Section 7.

VidSell also uses form submission data to pre-fill form fields on subsequent pages within the same flow, improving user experience. This is accomplished via first-party cookies. For more information, see our Cookie Policy.

You are solely responsible for ensuring you have the appropriate legal basis to collect and store this data and that your use of it complies with all applicable privacy laws.

17. 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 APIs.
• 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 the Services to send spam, chain letters, or other unsolicited mass communications.
• 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, or usage restrictions.
• Use the Services in a way that violates any applicable law, regulation, or third-party right.

18. DMCA AND COPYRIGHT POLICY

18.1 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.

18.2 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.

18.3 Designated Copyright Agent

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

19. 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; OR (D) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS.

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

20. 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.

21. 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; (d) your violation of any third-party rights, including intellectual property, privacy, or contract rights; (e) transactions between you and your End Users; or (f) any claim by your End 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.

22. 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.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 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.

23.2 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.

23.3 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.

23.4 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.

24. ELECTRONIC COMMUNICATIONS

24.1 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.

24.2 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 VidSell — is openly disclosed on each product website. By registering for the Services, you acknowledge this relationship and agree that Overturn LLC may send you marketing and promotional communications about VidSell, 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 subscribed to, and such communications are limited to our own products and services and are not shared with third-party advertisers.

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.

24.3 Electronic Form

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

25. PRIVACY POLICY

We are committed to protecting your privacy and the privacy of your End Users. Our full Privacy Policy is available at https://www.vidsell.io/legal-privacy-policy 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.

26. 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.

27. 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.

28. DATA PROCESSING ADDENDUM

This Data Processing Addendum ("DPA") forms part of these Terms and governs VidSell'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.

28.1 Definitions

In this DPA, unless otherwise defined: "Customer Personal Data" means personal data that is processed by VidSell 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 VidSell 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.

28.2 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. VidSell acts as the data processor (or sub-processor, as applicable). This DPA applies to VidSell's processing of Customer Personal Data, which consists of End User data collected through VidSell-powered pages, communities, forms, and checkout flows as described in these Terms.

The categories of data subjects include: End Users who interact with Customer's VidSell-powered pages, communities, courses, and checkout flows; and individuals whose contact information is stored in the Customer's Micro-CRM (People). The categories of personal data include: names, email addresses, IP addresses, device and browser information, purchase information, community profile data, and behavioral data (page visits, video engagement, course progress). The processing is carried out for the duration of the Customer's use of the Services and for the retention period described in Section 6.3 of these Terms.

28.3 Processing Instructions

VidSell 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 VidSell becomes aware that an instruction infringes Data Protection Laws, it will promptly notify the Customer.

28.4 Confidentiality

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

28.5 Security Measures

VidSell 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. VidSell may update these measures from time to time, provided that the overall level of security is not materially decreased.

28.6 Sub-processors

The Customer provides general written authorization for VidSell to engage sub-processors to process Customer Personal Data. A list of current sub-processors is maintained in Section 7 of our Privacy Policy. VidSell 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. VidSell shall ensure that each sub-processor is bound by data protection obligations no less protective than those in this DPA.

28.7 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, VidSell 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 VidSell 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, VidSell may rely on that certification for onward transfers. If VidSell or a sub-processor ceases to be certified or an applicable framework is invalidated, VidSell 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.

28.8 Data Subject Requests

VidSell 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 VidSell receives a Data Subject Request directly, it will promptly redirect the data subject to the Customer, except where required by law to respond directly. VidSell shall not respond to a Data Subject Request without the Customer's prior authorization, unless legally required to do so.

28.9 Personal Data Breach Notification

VidSell 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. VidSell 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.

28.10 Compliance Assistance

VidSell 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 VidSell's processing of Customer Personal Data.

28.11 Audits

VidSell shall make available to the Customer, upon reasonable request and subject to appropriate confidentiality obligations, such information as is reasonably necessary to demonstrate VidSell's compliance with this DPA. The Customer (or a qualified independent third-party auditor appointed by the Customer) may conduct an audit of VidSell'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 VidSell'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 VidSell has obtained a SOC 2 Type II, ISO 27001, or equivalent audit report within the preceding 12 months, VidSell may provide such report in lieu of permitting an on-site audit.

28.12 Data Deletion and Return

Upon termination or expiration of the Services, VidSell shall, at the Customer's election, delete or return all Customer Personal Data in its possession, custody, or control, in accordance with Section 6.3 of these Terms. VidSell 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.

28.13 US State Privacy Laws

To the extent that VidSell processes Customer Personal Data that is subject to the CCPA or other US state privacy laws, VidSell acts as a "Service Provider" or "Processor" (as defined in the applicable laws). VidSell 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.

28.14 Customer Obligations

The Customer shall: (a) ensure that there is a valid legal basis for VidSell'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 VidSell 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.

28.15 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.

29. CONTACT US

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