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1. OVERVIEW AND ACCEPTANCE

These Affiliate Program Terms of Service ("Affiliate Terms") constitute a legally binding agreement between you ("Affiliate," "you," or "your") and Overturn LLC, operating under the Zeru Apps brand ("Zeru Apps," "Company," "we," "us," or "our"), regarding your participation in the Zeru Apps Affiliate Program (the "Program").

The Program allows approved affiliates to earn commissions by referring new customers to Zeru Apps products, including VidSell (vidsell.io), BrandBay (brandbay.io), and any future Zeru Apps products included in the Program.

BY APPLYING TO OR PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE AFFILIATE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MAY NOT PARTICIPATE IN THE PROGRAM.

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

2. ENROLLMENT AND ELIGIBILITY

2.1 Application and Approval

To participate in the Program, you must submit an application through our affiliate platform. We reserve the right to accept or reject any application at our sole discretion and without providing a reason. Approval for the Program may be revoked at any time.

2.2 Eligibility Requirements

To be eligible for the Program, you must:

• Be at least 18 years of age and have the legal capacity to enter into binding contracts.
• Provide accurate and complete information in your application, including your legal name (or business name), email address, website URL (if applicable), and payment information.
• Comply with all applicable laws and regulations in your jurisdiction, including tax, advertising, data protection, and consumer protection laws.
• Not be located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions.

2.3 One Account Per Affiliate

Each affiliate may maintain only one Program account. Creating multiple accounts to manipulate referral tracking, earn duplicate commissions, or circumvent these Affiliate Terms is prohibited and will result in immediate termination and forfeiture of all unpaid commissions.

3. AFFILIATE LINKS AND TRACKING

3.1 Unique Referral Links

Upon approval, you will receive unique affiliate referral links through our affiliate platform. You must use these links for all promotional activities. Commissions are only earned on referrals tracked through your unique affiliate links.

3.2 Tracking Mechanism

Referral tracking is managed through our third-party affiliate tracking provider. When a prospective customer clicks your affiliate link, a tracking cookie is placed on their browser with a duration of 60 days (the "Cookie Window"). If the prospective customer also has cookies disabled, the tracking system may use browser local storage as a fallback mechanism.

If the prospective customer completes a qualifying purchase within the Cookie Window, the sale is attributed to you and a commission is earned, subject to the terms in Sections 4 and 5.

3.3 Tracking Limitations

We are not responsible for tracking failures due to:

• The prospective customer clearing their cookies or local storage before completing a purchase.
• The prospective customer using a different device or browser than the one used to click your link.
• The prospective customer declining tracking cookies via a cookie consent banner.
• Ad blockers, privacy extensions, or browser settings that prevent cookies from being set.
• Technical failures of the affiliate tracking platform beyond our reasonable control.

You acknowledge and agree that cookie-based tracking is subject to inherent limitations and that not all referrals may be successfully tracked.

4. COMMISSIONS AND PAYMENT

4.1 Commission Rates

Commission rates, structures, and applicable products are published on your affiliate dashboard and may vary by product, promotion, or time period. We reserve the right to change commission rates at any time with at least 30 days' prior written notice. Changes to commission rates will not affect commissions already earned on completed and verified transactions.

4.2 Commission Eligibility

A commission is earned when all of the following conditions are met:

• A new customer clicks your unique affiliate referral link.
• The customer completes a qualifying purchase within the Cookie Window.
• The purchase is a genuine, first-time transaction by a new customer (not an existing Zeru Apps customer).
• The transaction is not subsequently refunded, charged back, or reversed.
• The referral was not generated through any prohibited practice described in Section 8.

4.3 Recurring Commissions

Where the Program offers recurring commissions on subscription products, you will earn a commission on each renewal payment made by a referred customer for as long as: (a) the referred customer maintains an active, paid subscription; (b) your affiliate account remains active and in good standing; and (c) we continue to offer the Program. Recurring commission eligibility, rates, and any caps are specified on your affiliate dashboard.

4.4 Payment Terms

Commissions are subject to a holding period (as specified on your affiliate dashboard) before becoming eligible for payout. This holding period allows time for refunds, chargebacks, and fraud verification.

Payments are processed through the payment method(s) available on the affiliate platform. You are responsible for providing accurate payment information and for any fees charged by your payment provider.

We reserve the right to withhold payment if we reasonably suspect fraud, policy violations, or if the commissions are subject to the clawback provisions in Section 6.

4.5 Minimum Payout

A minimum payout threshold may apply as specified on your affiliate dashboard. If your earned commissions do not meet the minimum threshold, the balance will carry forward to the next payment cycle.

4.6 Taxes

You are solely responsible for all taxes, duties, and reporting obligations arising from your participation in the Program and receipt of commission payments. We may require you to provide tax identification information (such as a W-9 or W-8BEN form) before processing payments. We may report commission payments to applicable tax authorities as required by law.

5. REFERRAL QUALIFICATION AND ATTRIBUTION

5.1 Qualifying Referrals

A referral qualifies for a commission only if the referred customer is a genuinely new customer who has not previously purchased a Zeru Apps product or maintained an active account. Self-referrals (referring yourself, your own business, or entities you control) are not qualifying referrals.

5.2 Attribution Rules

Referrals are attributed on a last-click basis: if a prospective customer clicks multiple affiliate links before purchasing, the commission is awarded to the affiliate whose link was clicked most recently before the purchase, provided the click falls within the Cookie Window.

5.3 Disputed Attributions

If you believe a referral was incorrectly attributed or missed, you may submit a dispute to us at legal@zeruapps.com within 30 days of the transaction date. We will review the dispute in good faith and our determination will be final.

6. REFUNDS, CHARGEBACKS, AND CLAWBACKS

6.1 Refunded Transactions

If a referred customer receives a refund (whether full or partial) for any reason, the corresponding commission will be reversed and deducted from your account balance. If the commission has already been paid out, the amount will be deducted from future commission earnings.

6.2 Chargebacks and Fraud

If a referred transaction results in a chargeback or is determined to be fraudulent, the corresponding commission will be reversed. Patterns of fraudulent or chargeback-prone referrals may result in termination of your affiliate account.

6.3 Clawback Provision

We reserve the right to claw back (reverse and recover) commissions that were earned through:

• Violations of these Affiliate Terms, including prohibited practices.
• Fraudulent, deceptive, or manipulated referrals.
• Referrals that are subsequently determined not to meet the qualification criteria.
• Technical errors that resulted in incorrect commission calculations.

We will provide you with written notice of any clawback and the reason for it. If the clawback amount exceeds your current account balance, we may offset the amount against future earnings or, in cases of fraud, pursue recovery through other means.

7. PROMOTIONAL GUIDELINES

7.1 Approved Promotional Methods

You may promote Zeru Apps products through the following methods, provided they comply with these Affiliate Terms and all applicable laws:

• Your own website, blog, or portfolio.
• Social media accounts that you own and operate.
• Email marketing to your own opt-in email list (not purchased or rented lists).
• YouTube, podcast, or other content platforms where you are the content creator.
• Online communities and forums where affiliate links are permitted and appropriately disclosed.

7.2 Disclosure Requirements

You must clearly and conspicuously disclose your affiliate relationship with Zeru Apps in all promotional content, in compliance with applicable law, including:

• FTC Endorsement Guides (USA): You must include a clear and conspicuous disclosure near any affiliate link or recommendation, such as: "This post contains affiliate links. I may earn a commission if you make a purchase through my link, at no additional cost to you."
• ASA/CAP Code (UK): Affiliate content must be clearly labeled as advertising.
• Applicable EU/EEA requirements: Comply with the Unfair Commercial Practices Directive and local transpositions requiring transparency about commercial relationships.

The disclosure must be prominent, unambiguous, and placed where the reader or viewer will see it before engaging with the affiliate link. Burying disclosures in footnotes, "About" pages, or terms of service is not sufficient.

7.3 Accuracy of Claims

All statements, reviews, and claims you make about Zeru Apps products must be truthful, accurate, and not misleading. You may only make claims about product features, capabilities, and pricing that are consistent with the information published on our official product websites. You may not:

• Make income, earnings, or results guarantees on behalf of Zeru Apps or its products.
• Create a false sense of urgency or scarcity (e.g., fake countdown timers, "only 3 left" claims) unless reflecting a genuine, verifiable promotion authorized by us.
• Imply official endorsement, partnership, or employment by Zeru Apps unless authorized in writing.
• Use customer testimonials without permission or fabricate testimonials.

8. PROHIBITED PRACTICES

The following practices are strictly prohibited and will result in immediate termination of your affiliate account and forfeiture of all unpaid commissions:

• Self-referrals: Referring yourself, your own accounts, or accounts controlled by you, your family members, or your business entities.
• Cookie stuffing: Placing affiliate cookies on users' browsers without their knowledge or genuine interaction with your affiliate link (e.g., through hidden iframes, forced redirects, or pop-unders).
• Spam: Sending unsolicited commercial emails, messages, or communications containing your affiliate links, or posting affiliate links in comment sections, forums, or social media in a spammy or deceptive manner.
• Paid search brand bidding: Bidding on Zeru Apps brand terms (including "Zeru Apps," "VidSell," "BrandBay," and misspellings thereof) in paid search advertising (Google Ads, Bing Ads, etc.) without our prior written consent.
• Trademark misuse: Using Zeru Apps trademarks in domain names, social media handles, app names, or any context that could create confusion about your identity or official affiliation.
• Coupon/deal site abuse: Creating or publishing unauthorized discount codes, or claiming to offer exclusive deals that have not been authorized by us.
• Incentivized clicks: Offering cash, points, rewards, or other incentives to users in exchange for clicking your affiliate link or making a purchase, unless specifically authorized in writing.
• Misleading redirects: Using link cloaking, redirects, or landing pages that mislead users about the destination or nature of the link.
• Negative advertising: Disparaging Zeru Apps, its products, its team, or its competitors in a false or misleading manner to drive referrals.
• Data harvesting: Using the Program or affiliate dashboard data for any purpose other than tracking and verifying your own commissions.
• Fraudulent transactions: Generating fake purchases, using stolen payment methods, or coordinating with referred customers to manipulate commissions.
• Violation of applicable law: Any promotional activity that violates applicable advertising, consumer protection, data protection, anti-spam, or other laws.

We reserve the right to determine, in our sole discretion, whether any activity constitutes a prohibited practice. Suspected violations will be investigated and may result in suspension or termination of your account, forfeiture of commissions, and/or legal action.

9. BRAND USAGE AND INTELLECTUAL PROPERTY

9.1 Limited License

Subject to your compliance with these Affiliate Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Zeru Apps and applicable product names and logos solely for the purpose of promoting Zeru Apps products as part of the Program. This license terminates immediately upon termination of your participation in the Program.

9.2 Brand Guidelines

When using our brand assets, you must:

• Use only the official logos, images, and brand assets provided through the affiliate dashboard or as otherwise approved by us in writing.
• Not alter, distort, recolor, or modify our logos or brand assets in any way.
• Not use our brand assets in a manner that implies official endorsement, partnership, or employment.
• Not use our brand assets in connection with any content that is illegal, offensive, defamatory, or otherwise objectionable.

9.3 Your Content

You retain ownership of all original content you create to promote Zeru Apps products. However, you grant us a non-exclusive, royalty-free, worldwide license to reference, share, or feature your promotional content (such as reviews, tutorials, or testimonials) in our own marketing materials, with attribution to you. You may revoke this license at any time by notifying us in writing.

10. DATA PROTECTION AND PRIVACY

10.1 Data You Receive

As part of the Program, you may receive limited personal data about referred customers through the affiliate dashboard for the purpose of commission tracking and verification. This data may include:

• The referred customer's name.
• The referred customer's email address.
• The transaction amount and date.

This data is shared with you on the basis of our legitimate interest (and, where applicable, the referred customer's awareness as disclosed in our Privacy Policy) in operating the affiliate program and enabling commission verification.

10.2 Your Obligations as Data Recipient

By participating in the Program, you agree to the following data protection obligations:

• Purpose limitation: You may use referred customer data solely for the purpose of verifying your commissions and monitoring your affiliate performance. You may not use this data for any other purpose, including but not limited to: direct marketing to referred customers, building marketing lists, selling or sharing the data with third parties, or any form of profiling or automated decision-making.
• Security: You must implement appropriate technical and organizational measures to protect referred customer data against unauthorized access, loss, destruction, or alteration. At a minimum, you must store this data securely and restrict access to authorized personnel only.
• Retention: You must not retain referred customer data for longer than reasonably necessary for commission verification purposes. Once commissions are finalized and any applicable dispute period has expired, you must delete the data unless retention is required by applicable law.
• No onward transfers: You may not transfer, share, sell, rent, or otherwise disclose referred customer data to any third party, except as required by applicable law or with our prior written consent.
• Data subject requests: If a referred customer contacts you to exercise their data protection rights (such as access, deletion, or objection), you must: (a) comply with the request to the extent it relates to data in your possession; and (b) promptly notify us at legal@zeruapps.com so we can coordinate a response.
• Breach notification: If you become aware of any unauthorized access to, or breach of, referred customer data in your possession, you must notify us at legal@zeruapps.com without undue delay and in any event within 72 hours of becoming aware of the breach.

10.3 GDPR and International Compliance

If you are located in the European Economic Area (EEA), United Kingdom, or Switzerland, or if you promote Zeru Apps products to individuals in those jurisdictions, you acknowledge and agree that:

• You are an independent data controller with respect to any referred customer data you receive through the Program.
• You are responsible for complying with all applicable data protection laws, including the GDPR and UK GDPR, in your handling of referred customer data.
• You will maintain a valid legal basis for your processing of referred customer data (legitimate interest in commission verification is the expected basis).
• You will maintain a record of processing activities as required by Article 30 GDPR where applicable.

10.4 Your Own Data Collection

If you collect personal data from your own website visitors or audience in connection with your affiliate activities (e.g., through your own email list, website analytics, or contact forms), you are solely responsible for complying with all applicable data protection laws, including providing appropriate privacy notices and obtaining any necessary consents. Your data collection activities are entirely separate from the Program and are not governed by our Privacy Policy.

11. COOKIE AND TRACKING DISCLOSURE

When a user clicks your affiliate link and is directed to a Zeru Apps product website, our affiliate tracking system sets cookies on the user's browser (and may use local storage as a fallback) to attribute the referral. These cookies are classified as marketing/affiliate tracking cookies and are set only with the user's consent via our cookie consent tool on the destination website.

If you operate a website from which you promote Zeru Apps products, you should be aware that:

• Clicking an affiliate link from your site will redirect users to our website, where our cookie consent mechanisms apply.
• If your own website sets cookies or uses tracking technologies, you are independently responsible for complying with applicable cookie consent requirements (including the ePrivacy Directive and GDPR) on your own site.
• You must not attempt to set Zeru Apps affiliate tracking cookies on users' browsers through any mechanism other than genuine clicks on your affiliate links (see Section 8, cookie stuffing prohibition).

12. RELATIONSHIP OF THE PARTIES

You are an independent contractor and not an employee, agent, partner, or joint venturer of Overturn LLC. Nothing in these Affiliate Terms creates any employment, agency, partnership, or joint venture relationship. You have no authority to bind Overturn LLC or make any representations or commitments on our behalf.

You are solely responsible for your own business expenses, taxes, insurance, and compliance with applicable laws in connection with your participation in the Program.

13. TERM AND TERMINATION

13.1 Term

These Affiliate Terms are effective from the date your application is approved and remain in effect until terminated by either party.

13.2 Termination by You

You may terminate your participation in the Program at any time by notifying us in writing at legal@zeruapps.com or by deactivating your affiliate account through the affiliate platform. Upon termination, you must cease all promotional activities and remove all affiliate links from your properties.

13.3 Termination by Us

We may suspend or terminate your participation in the Program at any time, with or without cause, by providing written notice. In cases of suspected fraud, prohibited practices, or material breach of these Affiliate Terms, we may terminate your account immediately without prior notice.

13.4 Effect of Termination

Upon termination:

• Your right to promote Zeru Apps products as an affiliate ceases immediately.
• All licenses granted under Section 9 terminate immediately.
• You must remove all affiliate links and Zeru Apps brand assets from your properties within 14 days.
• Earned and verified commissions that are not subject to clawback will be paid out according to the normal payment schedule, subject to the minimum payout threshold.
• Unpaid commissions that are subject to the holding period at the time of termination will be evaluated and paid if they meet all qualification criteria after the holding period expires.
• If termination is due to fraud or prohibited practices, all unpaid commissions are forfeited.
• Your data protection obligations under Section 10 survive termination.

13.5 Program Discontinuation

We reserve the right to discontinue the Program entirely at any time. If we discontinue the Program, we will provide at least 30 days' prior written notice and honor all commissions earned before the discontinuation date.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. 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 AFFILIATE TRACKING SYSTEM WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE; (B) ALL REFERRALS WILL BE SUCCESSFULLY TRACKED; (C) THE PROGRAM WILL CONTINUE INDEFINITELY; OR (D) YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OVERTURN LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO LOST COMMISSIONS, LOST PROFITS, OR LOSS OF BUSINESS OPPORTUNITY.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

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.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Overturn LLC, its subsidiaries, affiliates, officers, directors, agents, and employees from and against any loss, liability, claim, demand, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your participation in the Program; (b) your promotional activities and content; (c) your violation of these Affiliate Terms; (d) your violation of any applicable law or third-party rights; (e) your handling of referred customer data; or (f) any claim by a third party resulting from your promotional activities.

16. MODIFICATIONS

We reserve the right to modify these Affiliate Terms at any time. We will notify active affiliates of material changes via email or through the affiliate platform at least 30 days before the changes take effect. Your continued participation in the Program after the effective date of any change constitutes your acceptance of the revised Affiliate Terms. If you do not agree to the revised terms, you must terminate your participation before the changes take effect.

Changes to commission rates are governed by Section 4.1 and may be made with 30 days' notice.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

These Affiliate 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. Nothing in these Affiliate 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.

17.2 Jurisdiction

Any legal action or proceeding arising under these Affiliate 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.

17.3 Informal Resolution

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

18. MISCELLANEOUS

Entire Agreement: These Affiliate Terms constitute the entire agreement between you and us regarding the Program and supersede all prior agreements, understandings, or representations related to the Program.

Severability: If any provision of these Affiliate 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 Affiliate Terms will not constitute a waiver of that right or provision.

Assignment: We may assign these Affiliate Terms or any of our rights and obligations without restriction. You may not assign your participation in the Program or any rights under these Affiliate Terms without our prior written consent.

Survival: The following sections survive termination of these Affiliate Terms: Section 6 (Refunds, Chargebacks, and Clawbacks), Section 9.3 (Your Content license, until revoked), Section 10 (Data Protection and Privacy), Section 14 (Disclaimers and Limitation of Liability), Section 15 (Indemnification), and Section 17 (Governing Law and Dispute Resolution).

19. CONTACT US

For questions about the Affiliate Program or these Affiliate Terms: