Shade Studio Merchant Terms of Use

Effective date: October 20, 2026.

1. Agreement and service

These Terms are between Zyro AI LLC, a Washington limited liability company (“Zyro”, “we”, “us”) and the business using Shade Studio (“Merchant”, “you”). By accepting through the presented installation or onboarding process, you confirm authority to bind that business. Do not use the App if you do not agree.

Shade Studio provides cosmetic previews, approximate shade suggestions and product-appearance tools for supported stores. Your service includes only features offered in your accepted plan. Demos and roadmaps are not commitments to future features. Subject to these Terms, you receive a limited, non-exclusive, non-transferable right to use the App for your authorized stores during the service term.

2. Platform dependencies and Shopify-specific terms

For installations through Shopify, as between Shopify and Zyro only, Zyro is solely responsible for the App, including its development, operation, marketing, distribution and support, and for its access, use, distribution or storage of merchant data. Shopify is not liable for App faults or harm resulting from installation or use and does not provide installation/use assistance unless it expressly agrees. As between Shopify and Zyro only, responsibility for liability arising from merchant access to or use of the App remains with Zyro, subject to these Terms and mandatory law. Shopify’s separate rights and agreements are unaffected.

You must maintain the connected platform account, permissions and supported store environment the App needs. Platform, browser, camera, device and third-party changes can affect the service. Loss or suspension of platform access may prevent the App from operating. Subject to our non-waivable duties, we do not guarantee third-party availability, compatibility with every theme or device, or features outside the published support scope. For installations through Shopify, Shopify is an intended beneficiary of the provisions protecting it in these Terms.

3. Fees and allowances

Prices, billing periods and allowances are those in your accepted plan and billing terms. Charges and changes require the authorizations and notices applicable to that billing arrangement.

Fees already incurred remain payable. Cancellation or uninstall takes effect under the applicable billing terms and platform rules. Fees are non-refundable except as required by law, binding platform requirements or an expressly agreed order. Cancellation does not create a retroactive refund right.

4. Merchant responsibilities and content

You control your products, source imagery and instructions, customer-facing claims, theme deployment and decisions to approve or publish. You are responsible for obtaining appropriate content rights, supplying accurate data, reviewing prepared appearances and suggestions before approving or publishing them, and correcting unsuitable appearances. You must not present a digital preview as a guaranteed physical match or make unsupported product claims based on it.

You must provide the notices and obtain the permissions required for your own audience and processing, retain required evidence under your control, and keep the App’s required explanations, permissions and privacy links intact. You must not secretly activate camera/photo processing or modify the App to collect face data outside its documented operation. Your duties do not transfer Zyro’s independent statutory duties to you.

You are responsible for your storefront, products, customer relationships and legal compliance under your control, including any required age-related permissions. Do not provide hosted workflows with personal data unnecessary for their documented purpose. Maintain account security and promptly notify us of suspected misuse or unauthorized access.

5. Results, review and intellectual property

Previews and suggestions are illustrative, not guaranteed physical shade matches, medical or diagnostic advice, or promises of sales or other commercial results. Lighting, devices, source data and individual appearance affect results. You must assess prepared appearances and suggestions before approving or publishing them; preparation is not approval.

You retain rights in your inputs and grant us and necessary providers a non-exclusive licence to process them to deliver, secure and support the authorized service. Use is subject to lawful retention and applicable legal and contractual requirements. Where the processing annex applies, covered personal-data processing is also subject to your documented instructions under that annex.

You may use available configurations and outputs for supported purposes, subject to law and underlying content rights. We do not promise exclusive, copyrightable or infringement-free outputs. Our software, models, templates and documentation remain our or our licensors’ property. Applicable open-source and third-party licence rights are preserved.

6. Acceptable use and changes

Do not use the App unlawfully, infringe rights, evade security or authorized billing, disrupt the service, introduce malicious code, or access another store’s data without authority. Do not copy, resell or reverse engineer the App except with permission or where non-waivable law permits. These restrictions do not prevent independent competition or lawful business dealings.

We may update or change the App, apply safeguards against abuse, or discontinue features. Notice, authorization and remedies are provided as required by law, binding platform requirements or expressly agreed order or billing terms. We do not guarantee a permanent feature set or backward compatibility.

7. Support, suspension and termination

App support is available through the contact in the App or listing, or support@cartlab.ai. No response time, uptime or service credit is guaranteed unless expressly agreed in an authorized written agreement. Statutory and platform deadlines remain applicable.

You may end use by uninstalling or cancelling under the applicable billing terms. We may suspend or terminate immediately for material breach, non-payment, fraud, unlawful instructions, security risk, loss of platform permissions, or other reasonable grounds making continued service impracticable. Notice or an opportunity to remedy is provided only where required by law, binding platform requirements or an expressly agreed term.

On termination, your App access ends and data is handled under the Privacy Policy and applicable processing annex. Merchant-controlled platform content remains under your control. Accrued payment duties and provisions intended by their nature to survive termination remain effective, subject to mandatory law.

8. Privacy and confidentiality

Our Privacy Policy describes data use and privacy rights. The processing annex applies only where relevant to actual processing under applicable law. Statutory rights, valid transfer terms and binding platform requirements prevail over inconsistent restrictions.

In the App’s shopper try-on workflow, camera frames, selected shopper photos, facial landmarks and skin-colour measurements are processed only on the shopper’s device. They are not uploaded to or stored on Zyro’s servers or sent to our image-processing providers. This local-input statement does not cover merchant-provided catalogue content, account information, support communications or technical service records, which are handled as described in the Privacy Policy.

Each party will use reasonable care to protect information marked confidential or reasonably understood to be confidential, and use it only for the permitted relationship. Exceptions include information lawfully public, independently developed or lawfully received without a duty of confidence. Necessary disclosure to providers, advisers or authorities is permitted with appropriate protections or as legally required. Confidentiality does not require unlawful retention.

9. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP, OUTPUTS AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ZYRO AND ITS LICENSORS DISCLAIM IMPLIED OR STATUTORY WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION, EXCEPT WHERE SUCH A DISCLAIMER IS UNLAWFUL. NO DEMONSTRATION OR INFORMAL STATEMENT CREATES A WARRANTY NOT EXPRESSLY AGREED IN WRITING.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYRO, ITS AFFILIATES, LICENSORS AND PERSONNEL ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES OR DATA ARISING FROM THE APP OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THE APP OR THESE TERMS WILL NOT EXCEED THE GREATER OF US$100 OR THE APP FEES YOU ACTUALLY PAID TO ZYRO DURING THE THREE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIMS. RELATED OR SUBSEQUENT CLAIMS DO NOT RESET OR MULTIPLY THE CAP.

These limitations apply across causes of action, including contract, tort and negligence, to the extent lawful, even if a limited remedy fails its essential purpose. They reflect the service’s pricing and risk allocation. They do not exclude liability or rights that cannot lawfully be excluded, limit a regulator’s powers, or bind non-party shoppers. They do not limit your payment obligations or your indemnity below.

11. Merchant indemnity

To the extent permitted by law, you will defend, indemnify and hold harmless Zyro, its affiliates, licensors and personnel, and, for installations through Shopify, Shopify and its related entities and personnel, against third-party claims and reasonable associated defence costs to the extent caused by your supplied content or instructions, unlawful or unauthorized use, breach of these Terms, or merchant-controlled product, advertising or storefront representations. This includes claims that content you supplied infringes another person’s rights. It does not require you to assume liability that law assigns non-transferably to us or for the portion caused by our independent unlawful conduct.

We will give reasonably prompt notice and reasonable cooperation with the defence of a covered claim. To the extent permitted by law, you will reimburse reasonable out-of-pocket expenses we incur in providing that cooperation. You may control a diligent defence with suitable counsel, subject to our reasonable participation to protect our interests. You may not settle by admitting fault for an indemnified party, imposing non-monetary duties on it or failing to release it without its consent. We may take over the defence at your reasonable expense if you fail to defend a covered claim. Delayed notice excuses an obligation only to the extent it materially prejudices the defence.

12. Governing law, disputes and general provisions

These Terms and disputes arising from the App or these Terms are governed by the laws of the State of Washington, excluding its conflict-of-laws rules. Each party agrees to the exclusive jurisdiction and venue of the state or federal courts of competent jurisdiction located in Washington State. Mandatory laws and rights that cannot be displaced remain applicable.

To the extent lawful, a Merchant must bring a contractual claim within one year after it accrues; a mandatory longer period is unaffected.

These Terms, accepted order and billing terms, and the applicable processing annex form the merchant agreement. A separately executed agreement overrides these Terms only to the extent it expressly states. Other amendments must be in writing and agreed by an authorized Zyro representative. Support messages alone do not amend these Terms or create a warranty or SLA. The Privacy Policy describes data practices and rights without expanding commercial warranties or liability limits.

If a provision is unenforceable, the rest remains effective to the extent permitted. Failure to enforce is not a waiver. Neither party is responsible for delay caused by events beyond its reasonable control, without excusing accrued payments or non-waivable duties. We may assign with a business transfer subject to continuing data obligations; your assignment of App access requires our reasonable consent. Mandatory transfer or licence rights are preserved.

Revised Terms will carry an effective date. Additional notice, acceptance or consent will be provided or obtained where required by law, binding platform requirements or an expressly agreed term. Changes do not retroactively authorize incompatible data uses. Contact privacy@cartlab.ai for legal correspondence.

Annex: Merchant data processing

A1. When this annex applies and instructions

This annex applies only to personal data Zyro processes on your behalf, and only to the extent applicable data-protection law requires these contractual protections. Jurisdiction-specific obligations apply only where the corresponding law applies to that processing. The parties’ roles follow the actual processing. Zyro’s independently determined account administration, billing, security and legal processing is outside this annex and is governed by the Privacy Policy and applicable law.

The covered processing is limited to personal data in merchant-provided catalogue content used for preparation and appearance review/publication, and staff identifiers in preparation, editing and approval records maintained on your behalf. Relevant individuals are identifiable people depicted or identified in that content and the staff concerned. Operations include receiving, storing, analysing, transmitting to authorized providers, securing, returning and deleting that information for the service term and any required completion/deletion period. Product information and wholly synthetic portraits that do not relate to an identifiable real person are not personal data merely because they are used by the App. Shopper camera/photo input is processed locally on the shopper’s device and is outside this hosted-processing scope; this annex does not authorize its upload or access to shopper account or order records.

Your documented instructions are these Terms, service configuration and lawful written instructions accepted for the service. You must have authority and a lawful basis for the processing you determine. Zyro will follow those instructions, including for transfers, unless legally required otherwise, and inform you of that requirement where permitted. Zyro will notify you if it believes an instruction infringes applicable data-protection law and may suspend the affected processing.

A2. Confidentiality, security and incidents

Zyro will bind authorized personnel to confidentiality and apply technical and organizational security measures appropriate to the risks and required by applicable law.

Zyro will notify you without undue delay after becoming aware of a personal-data breach affecting data processed on your behalf, and provide available information and assistance required by law. Information may be supplemented as it becomes available. Separate legal and binding platform reporting duties remain applicable; notice is not an admission of liability.

A3. Sub-processors and international transfers

You generally authorize necessary sub-processors, initially AWS for U.S.-hosted infrastructure and enabled image processing. Connected commerce platforms may have independent roles. Zyro will provide information, prior change notice and an opportunity for legitimate objections as required by applicable law, and impose required equivalent contractual obligations. Zyro remains responsible for sub-processors to the extent required by law. An unresolved objection may require an alternative arrangement or ending the affected service, subject to mandatory rights.

Restricted transfers require the applicable legal mechanism and particulars before processing. This annex does not replace a required EU Standard Contractual Clause instrument or UK transfer addendum; mandatory transfer terms prevail.

A4. Assistance, information and audit

Taking account of the processing and information available, Zyro will provide legally required assistance with individual rights, security, breach response, impact assessments and regulatory consultations. Merchant-controlled requests are handled on your instructions unless law requires otherwise. Exceptional assistance beyond standard service may carry reasonable documented charges where lawful; fees do not excuse required assistance.

Zyro will make required compliance information available and allow and contribute to audits required by law. Available documentation will be used first where sufficient. Further review is subject to reasonable notice, scope, frequency, confidentiality and security arrangements where lawful, protecting other customers’ information without obstructing mandatory audit or regulator rights.

A5. Return, deletion and liability

On termination, Zyro will return or delete personal data processed on your behalf and copies at your lawful choice, unless applicable law requires retention. Required machine-readable access will be provided on verified request. Applicable legal and platform deadlines govern deletion, including copies and backups, as described in the Privacy Policy.

Where U.S. service-provider or contractor requirements apply, Zyro will not sell/share, use outside the permitted business purposes or relationship, or combine the data except as permitted by law. Zyro will maintain required protection, notify you if it cannot meet applicable obligations, and allow legally required oversight and remediation. Contractual liability limits apply between the parties only where lawful and do not diminish mandatory individual, regulator or transfer-clause rights.