TERMS OF SERVICE

Last updated: May 15 2025

Terms of Service – #001 (the “App”)

These Terms of Service (the “Terms”) are a legal agreement between you and BZE LLC, a Delaware limited liability company (”Company”, “we,” “us,” or “our”). By accessing or using the App you agree to be bound by these Terms and by our Privacy Policy (collectively, the “Agreement”). If you do not agree, do not use the App.

1. Definitions

  • Company – BZE LLC, operator of the App.
  • Content – digital artwork, files, text, graphics, or other material uploaded or displayed in the App.
  • Buyer – a User who purchases Content.
  • Creator – a User who lists Content for sale in the Marketplace.
  • Credits – units of virtual, in-App digital currency issued and controlled exclusively by Company.
  • Marketplace – the in-App environment where Users purchase Content using Credits.
  • User – any individual who accesses or uses the App, including Buyers and Creators.
  • Apple – Apple Inc. and its affiliates, operators of the iOS App Store.

(Defined terms are bolded upon first use only.)

2. Eligibility

You must be at least 13 years old to create an account or use the App. Creator features that involve payouts (listing, selling, withdrawing) are available only to: (a) individuals who are at least 18 years old or the age of majority in their jurisdiction; or (b) minors aged 13-17 whose parent or legal guardian has completed our required consent and onboarding process. Company may refuse or terminate any account at its sole discretion.

3. Virtual Currency (Credits)

  1. Limited License. Credits are a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access features of the App. Credits are not legal tender, are not redeemable by Users for cash, and have no intrinsic or monetary value. We may modify, devalue, or eliminate Credits at any time without liability, to the maximum extent permitted by law.
  2. Purchase of Credits. Credits may be purchased (i) through Apple In-App Purchase (”IAP”) or (ii) via an external web checkout processed by our payment partners. All Credit purchases are final and non-refundable, except as required by law or by Apple Store policy. Where required (e.g., EU), you expressly consent to immediate delivery of digital goods and waive any statutory withdrawal right.
  3. Internal Ledger Only. When Credits are debited from one User balance and credited to another, no property right transfers; the adjustment is an internal ledger movement within the App.
  4. No Transfer Outside App. You may not sell, trade, gift, or transfer Credits outside the App. Any unauthorized transfer is void.
  5. Expiration & Forfeit. Credits may expire or be forfeited if an account is inactive for 24 months or is terminated for breach of these Terms.

4. Purchase of Content & Revenue Split

  1. Credits may be used solely to acquire Content in the Marketplace. Price and licensing scope are set by the Creator subject to our policies.
  2. A transaction is complete when Credits are debited from the Buyer’s balance and Credits are posted to the Creator’s pending earnings balance, net of platform fees. All Content sales are final.
  3. Buyers receive a non-exclusive, worldwide, perpetual license to use the Content for personal purposes unless the listing states otherwise. Commercial exploitation rights are not granted unless expressly provided.
  4. Platform Fees. Company may retain a platform fee, commission, or other charges from each Content sale. The percentage, formula, and timing of such fees are determined by Company in its sole discretion and may be changed at any time by notice within the App.

4A. Exhibits & Artwork

  1. Exhibit Spaces. Sellers must purchase virtual Exhibit spaces (”Exhibits”) in order to list Content for sale to Users. All virtual exhibit spaces are owned by Company. Creators may acquire a limited, revocable license to use an Exhibit by purchasing or renting it under terms that we set from time to time. No ownership interest in any Exhibit transfers to a Creator.
  2. Artwork Submission & Approval. Creators may submit original digital artwork ("Artwork") to their Exhibit for display and sale. Each submission must be reviewed and approved by Company before it is made available to Buyers. Company may reject or remove any Artwork at any time and for any reason. If Artwork is rejected, the Creator may submit a replacement piece.
  3. Creator Ownership. Except for the licenses granted in these Terms, Creators retain all intellectual‑property rights in their Artwork.
  4. Buyer License. Upon purchase, a Buyer receives a personal, worldwide, non‑exclusive, non‑transferable, revocable, perpetual license to display the purchased Artwork for non‑commercial purposes within the App and on the Buyer’s personal devices. No commercial exploitation rights are granted unless Company expressly authorizes them in writing.
  5. Company Marketing License. Creator grants Company a worldwide, perpetual, royalty‑free, sublicensable license to use, reproduce, adapt, publicly display, and distribute the Artwork in App interfaces, promotional materials, social‑media posts, investor presentations, and press releases. This license survives removal of the Artwork from the App and termination of the Creator’s account.

5. Verified Artist Program & Creator Compensation

  1. Earned Credits. The company allows Creators to earn Credits by selling virtual content within the App. Only Credits earned from bona-fide sales of compliant Content (or promotional awards designated by Company) qualify as “Earned Credits.” Credits obtained by purchase, gift, or any other means are not Earned Credits and are ineligible for withdrawal or exchange. The determination of whether Credits are Earned Credits resides solely in the Company’s discretion.
  2. Marketplace Facilitation. Company provides the Marketplace and ledger functionality only. Transactions are between Buyer and Creator. Company does not act as agent, trustee, or escrow holder for either party, and receipt of Credits by Company does not create any debt owed by Company to any Creator. In the event of a dispute, Company may return Credits or real money to User and deduct corresponding Credits from Seller’s acount.
  3. Enrollment – Verified Artist Program. Company allows certain Creators who meet eligibility requirements to enroll in the Verified Artist Program to receive real money payouts. Creators must apply for and be accepted into the Verified Artist Program. Admission is granted, denied, or revoked at Company’s sole discretion. Acceptance requires completion of onboarding with our payment processor (currently Stripe Connect) and passing identity, KYC, AML, and sanctions checks. Creator authorizes us to share KYC data with payment processors, regulators, and law-enforcement agencies as required.
  4. Creator Payouts.
    1. Discretionary Benefit. Company may, but is not obligated to, allow eligible Creators to request conversion of Earned Credits into fiat currency (a “Withdrawal”). Participation, approval, exchange rate, minimum thresholds, payout timing, and delivery method are entirely within Company’s discretion and may be changed, suspended, or terminated at any time without liability.
    2. No Vested Rights. A Creator’s balance of Earned Credits confers no vested right to receive fiat. Approval of one Withdrawal does not obligate Company to approve future requests.
    3. Exchange Rate. The current indicative rate is 100 Credits = US $1 (or local equivalent), but Company may modify the rate prospectively at any time. Notice of changes may be provided in-App or via email.
    4. Payout Timing. If Company approves a Withdrawal, funds will be remitted when Company deems appropriate, subject to settlement, compliance, risk review, and any minimum payout threshold (currently US $10).
  5. Fraud, Chargebacks & Claw-backs. If a transaction is reversed, disputed, or deemed fraudulent, Company may debit Creator’s Earned Credits balance, withhold payouts, or offset amounts against future earnings. Negative balances must be repaid on demand, and Company may pursue collections if unpaid.
  6. Disclaimer. Company makes no promises that Creators will be successful in selling Content on the App. All time, effort, and investment spent by Creators to develop and sell Content is up to their own discretion.
  7. Taxes. Creator is solely responsible for all taxes, duties, and withholdings arising from amounts paid or credited under this Agreement, including income-tax, VAT/GST, sales tax, and self-employment tax. Company may issue tax forms (e.g., IRS Form 1099) and may withhold or offset amounts from payouts as required by applicable law.

6. Prohibited Activities

You agree not to:

  • engage in self-dealing or other schemes to convert purchased Credits into Earned Credits for withdrawal;
  • manipulate prices, demand, or metrics for Content;
  • upload infringing, obscene, or unlawful Content;
  • use the App to launder funds or violate tax laws;
  • employ bots or automated scripts to interact with the App;
  • reverse engineer, decompile, or interfere with security features;
  • violate export controls, sanctions, or the rights of others.

We may suspend or terminate accounts and seize or invalidate Credits for violations, to the maximum extent permitted by law.

7. Intellectual-Property Rights & DMCA Policy

  1. Ownership. Creators retain ownership of their Content.
  2. User License. Buyers obtain the license specified in §4.3.
  3. DMCA Notices. We respect copyright law. If you believe Content infringes your copyright, send a notice to our Designated Agent:

DMCA Agent

BZE LLC 2261 Market St., San Francisco, CA 94114

We will respond pursuant to 17 U.S.C. §512 and may remove Content or terminate repeat infringers.

8. Privacy & Data Processing

Your use of the App is also governed by our Privacy Policy, which explains how we collect, use, and share your data, including transfers to the United States and to service providers such as Stripe. By using the App you consent to that processing and to receiving transactional emails and in-App notices.

9. Platform Terms – Apple

Apple is not a party to these Terms and assumes no obligation or liability with respect to the App or transactions. You acknowledge and agree that:

  • Apple has no responsibility for maintenance or support of the App;
  • In the event of any failure by the App to conform to any applicable warranty, Apple has no warranty obligation; and
  • Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

Country-specific refund rights mandated by Apple Store policies apply where required.

10. Disclaimers

THE APP, CONTENT, CREDITS, AND SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY, ITS AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR DATA, ARISING FROM OR RELATED TO THE APP OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) US $100 OR (B) THE TOTAL AMOUNTS YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

11A. Force Majeure. Company is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of God, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, power or Internet failures, governmental actions, or third-party service outages.

12. Indemnification

You will indemnify and hold harmless Company, its directors, officers, employees, and agents from any claim, demand, or damages (including reasonable attorneys’ fees) arising out of your Content, conduct, or violation of these Terms.

13. Termination

We may suspend or terminate your access to the App at any time for any reason. Upon termination all licenses granted to you end, and unused Credits are forfeited without compensation to the fullest extent permitted by law.

14. Changes to These Terms. We may modify or replace any part of these Terms at any time. Material changes take effect 30 days after we post the revised Terms in the App or send you notice by email. Your continued use of the App after the effective date constitutes acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the App.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑law rules.

  • *Mandatory arbitration. Any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator seated in San Francisco, California, and the proceedings shall be conducted in English. The arbitrator shall apply Delaware law and shall have exclusive authority to decide issues of arbitrability. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Class-Action Waiver. All disputes must be pursued on an individual basis. You and Company agree that neither party will initiate or participate in any class, collective, consolidated, or representative action or arbitration.