Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) are a binding agreement between you and Equanimity Under Duress LLC (“Zovii,” “we,” “us,” or “our”) governing your access to and use of our mobile application, website, and related products and services that enable users to scan, identify, value, and manage items (collectively, the “Services”).

By accessing or using the Services, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not use the Services.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Services, unless these Terms expressly permit use by a younger user with legally sufficient parent or guardian involvement.

3. Privacy

Your use of the Services is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

4. Account Registration

You may need to create an account to use some or all features of the Services. You agree to:

• Provide accurate, current, and complete information
• Keep your credentials confidential
• Be responsible for activity occurring under your account
• Notify us promptly of unauthorized access or suspected security incidents

We may suspend or terminate accounts that contain false information or violate these Terms.

5. License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for personal or internal business use, as applicable.

You may not:

• Copy, modify, distribute, sell, lease, or sublicense the Services
• Reverse engineer, decompile, or attempt to extract source code except as permitted by law
• Circumvent security or access controls
• Use the Services to build a competing product or service
• Use automated means to scrape, harvest, or index the Services except as expressly authorized

6. User Content

If the Services allow you to upload, submit, transmit, or create content (“User Content”), you retain ownership of your User Content, subject to the rights you grant in these Terms.

You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, modify only as necessary for format and display, transmit, and otherwise use User Content as needed to operate, improve, and provide the Services.

You represent and warrant that:

• You own or control the rights necessary to provide the User Content
• Your User Content does not violate law or third-party rights
• Your User Content is not fraudulent, defamatory, infringing, abusive, obscene, or otherwise unlawful

We may remove User Content that violates these Terms or creates legal, security, or operational risk.

7. Acceptable Use

You agree not to:

• Violate any law or regulation
• Infringe intellectual property, privacy, publicity, or other rights
• Harass, abuse, exploit, threaten, or impersonate others
• Introduce malware, viruses, or harmful code
• Interfere with system integrity or performance
• Access non-public areas of the Services without authorization
• Use the Services for spam, fraud, or deceptive practices
• Submit false, misleading, or harmful content
• Attempt to bypass subscription, payment, or feature restrictions

8. Intellectual Property

The Services, including software, text, graphics, logos, designs, interfaces, trademarks, and other content provided by us, are owned by us or our licensors and are protected by applicable intellectual property laws.

Except for the limited license granted in these Terms, no rights are granted to you.

9. Feedback

If you provide suggestions, ideas, or feedback regarding the Services, you grant us the right to use that feedback without restriction or compensation.

10. Subscriptions, Billing, and Refunds

If the Services offer paid subscriptions, purchases, or premium features:

• Prices, billing intervals, and included features will be disclosed at the point of purchase
• Subscriptions may renew automatically unless canceled before the renewal date
• You authorize us and our payment processors to charge the applicable fees, taxes, and recurring charges
• Refund eligibility will be governed by our refund policy
• We may change pricing on a prospective basis with advance notice where required

11. Third-Party Services and App Stores

The Services may integrate with or rely on third-party products or services. We are not responsible for third-party services.

If you download the app through an app store, you acknowledge that:

• These Terms are between you and Equanimity Under Duress LLC, not the app store
• The app store is not responsible for the Services
• Your use of the app must comply with applicable app store terms

12. Service Availability and Changes

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice, to the fullest extent permitted by law.

13. Termination

We may suspend or terminate your access to the Services if:

• You violate these Terms
• You create legal, security, reputational, or operational risk
• We are required to do so by law
• We discontinue the Services

You may stop using the Services at any time and may delete your account by deleting your account on the settings page in the application itself.

Sections that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, indemnity, dispute resolution, and governing law.

14. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any content will be accurate, complete, or reliable.

Some features of the Services may use artificial intelligence, machine learning, large language models, or other automated technologies to generate, analyze, recommend, summarize, classify, or otherwise process content, information, or user inputs (“AI Features”).

You are solely responsible for reviewing, verifying, and evaluating any output generated by the AI Features before relying on it or using it in any way.

We do not represent or warrant that:

• Any AI-generated output is correct, complete, or appropriate for your needs
• The AI Features will meet your expectations or achieve any intended result
• The AI Features will be available at all times or operate without error
• Any output will be unique, non-infringing, or unavailable to other users

AI-generated output may be similar or identical to content generated for other users.

We may use third-party service providers to power some or all AI Features, and we are not responsible for interruptions, errors, or changes caused by third-party AI providers or underlying models.

We may modify, suspend, or discontinue any AI Features at any time, with or without notice, to the fullest extent permitted by law.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION
• OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF US$100 OR THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE (12)-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE CLAIM

Some jurisdictions do not allow certain limitations, so some of the above may not apply.

16. Indemnification

You agree to defend, indemnify, and hold harmless Equanimity Under Duress LLC and its affiliates, officers, directors, employees, and agents from and against claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Your use of the Services
• Your User Content
• Your violation of these Terms
• Your violation of law or third-party rights

17. Governing Law and Venue

These Terms are governed by the laws of Illinois, without regard to conflict-of-law principles.

Any dispute not subject to arbitration must be brought exclusively in the state or federal courts located in Cook County, Illinois and the parties consent to those courts’ jurisdiction and venue.

18. Arbitration; Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, breach, termination, enforcement, interpretation, or validity, will be resolved by binding individual arbitration, except that either party may bring an individual claim in small claims court if the claim qualifies and remains in that court.

This arbitration provision is governed by the Federal Arbitration Act.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND EQUANIMITY UNDER DURESS LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person’s claims and may not preside over any class, collective, consolidated, private attorney general, or representative proceeding.

19. Changes to These Terms

We may revise these Terms from time to time. If we make material changes, we will provide notice by posting in the app, posting on the website, email, push notification, or other reasonable means. Unless we state otherwise, the updated Terms will become effective when posted. Your continued use of the Services after the effective date means you accept the updated Terms, to the extent permitted by law.

20. Miscellaneous

• These Terms constitute the entire agreement between you and us regarding the Services
• If any provision is held unenforceable, the remaining provisions will remain in effect
• Our failure to enforce a provision is not a waiver
• You may not assign these Terms without our prior written consent
• We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law

21. Contact