TERMS AND CONDITIONS

SIZEBAY provides technology solutions for fashion e-commerce, offered under the software as a service (SaaS) model. These solutions are intended to enhance the shopping experience of end consumers, increase sales of the CONTRACTING PARTIES, and reduce return rates.

SIZEBAY’s TERMS AND CONDITIONS OF USE are intended to govern: (i) the use of the services provided by SIZEBAY through its clients’ e-commerce platforms; (ii) access to and the content made available on the SIZEBAY website; (iii) the obligations of users, visitors, and clients of the platform and website while using the solutions; and (iv) the responsibilities of the parties involved.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. By accessing and using SIZEBAY’s services, you AGREE TO THE TERMS AND CONDITIONS OF THE PLATFORM.

1. PURPOSE OF THESE TERMS AND DEFINITIONS

1.1 These TERMS OF USE are intended to regulate and clarify, in a transparent manner, the operation of the SIZEBAY SOLUTIONS made available within the VIRTUAL STORE, whose purpose is to support the shopping experience, in particular through size recommendations, visual search, product suggestions, and outfit compositions, as applicable.

1.2 Before addressing more specific aspects of how our solutions operate, it is important to understand the meaning of certain terms used in this document:

Virtual Store or Contracting Party: e-commerce platforms and websites that contract SIZEBAY’s solutions.

Sizebay: the company providing the SIZEBAY SOLUTIONS, holder of the intellectual property and commercial rights over the software, technologies, products, and services covered by these TERMS.

User: clients or visitors of the VIRTUAL STORE who use the SIZEBAY SOLUTIONS.

Parties: all parties involved and referred to in these TERMS, such as SIZEBAY, VIRTUAL STORE, and USER.

Software: the technological means, made available by SIZEBAY, through which the SIZEBAY SOLUTIONS are operated. The SOFTWARE operates integrated with the VIRTUAL STORE and may include modules, plug-ins, APIs, SDKs, artificial intelligence interfaces, and back office.

Sizebay Solutions: the set of technologies, products, features, and services made available by SIZEBAY to the VIRTUAL STORE through its own SOFTWARE, which can be integrated with or accessed via platforms, APIs, SDKs, modules, or back office. The SIZEBAY SOLUTIONS are designed to improve the fashion e-commerce shopping experience. They include, without limitation, the following tools: Virtual Fitting Room, Size Chart, Fashion Hint, Fashion Looks, Fashion Image Search, Intelligence, My.Sizebay, as well as any other features, enhancements, or new products that may be developed and made available by SIZEBAY in connection with these TERMS.

2. UPDATES TO THESE TERMS

2.1 These TERMS AND CONDITIONS OF USE may have their content, in whole or in part, amended by SIZEBAY at any time, with a view to improving the services provided.

2.2 New conditions will take effect as soon as they are posted on SIZEBAY’s website or communicated to USERS and the VIRTUAL STORE through other communication channels, with the latest published version governing current and future commercial and service relationships.

2.3 In the event of material changes that significantly impact the CONTRACTING PARTY or the operation of the SOLUTIONS, SIZEBAY will make reasonable efforts to provide prior notice of such changes, either by posting on its official website or by direct communication to the CONTRACTING PARTY via e-mail or another equivalent channel. The absence of prior notice does not invalidate the application of the changes; however, SIZEBAY will endeavor to avoid such situations.

3. COMMUNICATION

3.1 SIZEBAY provides a communication channel via the e-mail address privacy@sizebay.com to receive all communications. If you have questions about how our SOLUTIONS operate or wish to speak with our team, please contact us.

4. AVAILABILITY OF THE SIZEBAY SOLUTIONS

4.1 The SIZEBAY SOLUTIONS are technologies provided under the SOFTWARE AS A SERVICE (SaaS) model, integrated with the VIRTUAL STORE, under a revocable, non-exclusive, non-transferable license limited to the environment of the VIRTUAL STORE itself.

4.2 The SIZEBAY SOLUTIONS are support tools made available directly in the VIRTUAL STORE, whose use by the USER is optional and does not create any direct contractual relationship between the USER and SIZEBAY. SIZEBAY is not a party to any consumer relationship that may be established between the USER and the VIRTUAL STORE, and the latter is solely responsible for offering, selling, customer service, delivery, exchanges, and any obligations arising from the commercialization of its products.

4.3 SIZEBAY acts exclusively as the provider of the technologies embedded in the VIRTUAL STORE, and does not perform any intermediation, commercialization, order processing, logistics, or support related to the products offered by the VIRTUAL STORE.

4.4 SIZEBAY may, at any time, carry out updates, improvements, adjustments, replacements, or discontinuations of features, modules, or tools as part of the natural evolution and development of its technologies, with no obligation to maintain previous versions or legacy/specific functionalities.

5. USER ACCESS TO SIZEBAY’S SOLUTIONS

5.1 Through its website, SIZEBAY provides information about its SOLUTIONS and other services offered to its clients. It is also possible to find information about its client portfolio and content aimed at the fashion market.

5.2 SIZEBAY’s SOLUTIONS are made available and can be accessed by USERS through the CONTRACTING PARTY’s VIRTUAL STORE (browser or app), which will be integrated with SIZEBAY’s SOFTWARE.

5.3 The SIZEBAY SOLUTIONS are intended to improve the fashion e-commerce shopping experience, contributing to increased sales, reduced returns, decreased cart abandonment, and user loyalty. These tools operate in an integrated manner within the CONTRACTING PARTY’s VIRTUAL STORE, using artificial intelligence, machine learning, and data analysis to provide more accurate and personalized recommendations. The main solutions offered by SIZEBAY may be contracted on a tailored basis, allowing the CONTRACTING PARTY to opt for the full suite or only those features and modules that best meet the VIRTUAL STORE’s needs, and are classified as follows:

5.3.1 Size & Fit – solutions focused on size recommendation and fit, consisting of:

• Virtual Fitting Room: a tool that suggests the most suitable size for each product based on information provided during browsing, such as weight, height, age, gender, and, where applicable, specific body measurements. The recommendation is calculated using statistical and AI models that simulate the product’s fit to the USER’s body, providing greater confidence in the size selection.
• Size Chart: a feature that clearly and interactively displays product measurements, instructions on how to measure the body, and size comparisons by region (BR, US, EU, UK, etc.). This chart may include body measurements, physical garment measurements, and international conversions, helping the USER validate the recommendation received in the VIRTUAL FITTING ROOM or independently select the desired size.

5.3.2 Fashion Hub – a set of AI-driven recommendation and inspiration solutions that expand the USER’s shopping journey, consisting of:

• Fashion Hint: a solution that presents similar (substitute) and complementary product recommendations (“Complete the Look”), considering visual attributes, style, category, colors, and size compatibility.
• Fashion Image Search: a visual search tool that enables the USER to find similar or related products by uploading a photo or selecting an image within the VIRTUAL STORE.
• Fashion Looks: a solution that generates complete outfit combinations using generative AI and simulations on digital avatars. This feature allows the USER to view ready-made sets and style inspiration tailored to the VIRTUAL STORE’s catalog, delivering a more immersive, interactive, and personalized shopping experience.

Integration with the Virtual Fitting Room: all Fashion Hub products include, by default, size filters integrated with SIZEBAY’s VIRTUAL FITTING ROOM, enabling the USER to view only options compatible with their measurements and to receive size recommendations within the product listings.

5.3.3 Intelligence – a data analytics and intelligence platform that collects, processes, and organizes information from the CONTRACTING PARTY’s e-commerce shopping journey, as well as usage results of the SIZEBAY SOLUTIONS. The system offers reports, dashboards, and insights, enabling the CONTRACTING PARTY to understand purchasing patterns, analyze recommendation performance, identify reasons for returns, and make strategic decisions to optimize the e-commerce. In addition, Intelligence enables real-time tracking of the SOLUTIONS’ impact on key indicators such as conversion rate, average order value, and items per order.

5.3.4 Other features – complementary resources that enhance the efficiency and integration of the SOLUTIONS, including:

• Integration of products and e-commerce data: synchronization via APIs, SDKs, and connectors to keep catalog, prices, inventory, and attributes up to date.
• Operational management in the back office (My.Sizebay): an environment dedicated to the CONTRACTING PARTY to configure SOLUTIONS, manage size charts, make parameter adjustments and customizations, and monitor performance data and reports.

Order Tracker and Returns Processing: integration with the CONTRACTING PARTY’s order systems, allowing collection of information on completed sales and returns. This integration makes it possible to identify reasons for returns, generate statistical reports, and continuously improve size and product recommendations.

5.4 The USER and the CONTRACTING PARTY acknowledge and agree that the SIZEBAY SOLUTIONS operate based on artificial intelligence, machine learning, statistical models, and predictive algorithms that are continuously developed, trained, and improved, and are therefore subject to ongoing technological evolution.

5.4.1 SIZEBAY does not use USERS’ personal data to train artificial intelligence models on an individualized basis, limiting itself to using aggregated, anonymized, or pseudonymized data, always within the context of the CONTRACTING PARTY’s VIRTUAL STORE and in compliance with applicable law, including the LGPD, GDPR, and CCPA.

5.4.2 Size recommendations, product suggestions (similar and complementary), outfit generation, image search, and other outputs provided by the SIZEBAY SOLUTIONS are based on mathematical models, artificial intelligence, and data analysis. Although designed to offer the best possible suggestions, these features work with statistical inferences and may, in some cases, produce results that do not exactly match the USER’s personal perceptions, preferences, fit, comfort, or desired style.

5.4.3 The operation and results of the SOLUTIONS may also be affected by external factors, such as changes in the VIRTUAL STORE catalog, product information updates, commercial or technical parameters, as well as updates to the models, algorithms, and systems implemented by SIZEBAY.

5.5 The SOLUTIONS developed by SIZEBAY do not require the USER to register or provide personal data directly to SIZEBAY, except for the information strictly necessary for the operation of the features, which are entered in the interface made available within the VIRTUAL STORE itself, such as age, gender, and body measurements.

5.5.1 Data are processed in anonymized or pseudonymized form, without direct identification of the USER, and are always processed in the context of the CONTRACTING PARTY’s VIRTUAL STORE, in accordance with the SIZEBAY Privacy Policy and applicable data protection legislation.

5.5.2 The USER will not be required to provide their name, nickname, e-mail address, home address, phone number, or any other identifying or contact information to access the size recommendation.

5.5.3 For further information, the USER and the CONTRACTING PARTY may consult the SIZEBAY Privacy Policy, which forms an integral and inseparable part of these TERMS AND CONDITIONS OF USE.

5.6 Minors may not use SIZEBAY’s SOLUTIONS unless represented and/or assisted by their parents or legal guardians. Considering that the SOLUTIONS are provided exclusively within the context of the CONTRACTING PARTY’s VIRTUAL STORE, it is the CONTRACTING PARTY’s responsibility to establish and communicate access policies applicable to its consumers, including with respect to use by minors.

5.6.1 The use of SIZEBAY’s size recommendation services—whether through the VIRTUAL FITTING ROOM or when integrated with other SOLUTIONS—on behalf of a minor presupposes that the minor is represented by an adult, who will be deemed civilly and criminally liable for any act performed, violation committed, or false, incomplete, outdated, or inaccurate statement made by the minor.

5.7 SIZEBAY may, at its sole discretion, change, suspend, limit, restrict, or discontinue any of its SOLUTIONS, services, features, or the content of its website or SOFTWARE, without incurring liability to USERS.

5.8 SIZEBAY’s SOLUTIONS, as well as its services and features, may experience temporary unavailability due to scheduled maintenance, technical failures, updates, force majeure events, or any other operational circumstances, and such situations do not give rise to any liability by SIZEBAY to USERS or CONTRACTING PARTIES.

5.9 Through the use of the SOLUTIONS by USERS or on SIZEBAY’s website, content may be made available via third-party links; therefore, SIZEBAY is not responsible for third-party services, materials, or content accessed, and it is the USER’s responsibility to review the applicable terms and conditions. By accessing external links, the USER acknowledges that they will be subject to such third parties’ privacy policies, terms of use, and other conditions, and the provisions of these TERMS AND CONDITIONS OF USE will not apply to such content.

6. USER OBLIGATIONS

6.1 USERS and CONTRACTING PARTIES agree to use the SOLUTIONS in compliance with these TERMS AND CONDITIONS OF USE, applicable law, custom, and public order.

6.2 The duties and obligations of USERS include:

(i) providing information in the time and manner established for the correct size recommendation by SIZEBAY;

(ii) immediately informing SIZEBAY, via the communication channels made available, of any adverse situation that may have occurred in the operation.

6.3 The USER agrees not to:

(i) infringe the rights of third parties, regardless of their nature, at any time, including during the use of the SOLUTIONS;

(ii) perform acts that limit or prevent other USERS from accessing and using the SOFTWARE under appropriate conditions;

(iii) illicitly access the SOFTWARE or third-party computer systems related to SIZEBAY by any means or method;

(iv) disseminate programs or computer viruses capable of causing damage of any kind, including to SIZEBAY’s or third parties’ equipment and systems;

(v) perform any acts that may in any way result in loss or damage to the SOFTWARE;

(vi) access programming areas of the SOFTWARE, databases, or any other set of information outside public areas;

(vii) perform any act that constitutes a violation of any right of SIZEBAY (including INTELLECTUAL PROPERTY) or of third parties, or of any applicable law, or act in any way that could contribute to such violation.

7. INTELLECTUAL PROPERTY

7.1 By accessing the SOLUTIONS and using the SOFTWARE and services, and by accepting these TERMS AND CONDITIONS OF USE, USERS and CONTRACTING PARTIES acknowledge and agree that all content presented on the screens, in the SOFTWARE, or through any other means by SIZEBAY—including applications, materials, tools, technologies, and services, as well as source code, algorithms, artificial intelligence models, features, interfaces, and designs, in addition to future improvements, updates, evolutions, and developments within the SOLUTIONS—is protected by copyright, trademarks, patents, or other intellectual property rights and laws and is the exclusive property of SIZEBAY.

7.2. The CONTRACTING PARTY’s (VIRTUAL STORE’s) use of the SIZEBAY SOLUTIONS entails granting SIZEBAY a royalty-free, non-exclusive, non-transferable, purpose-limited license to use data, images, descriptions, catalog information, measurements, charts, and other content provided by the VIRTUAL STORE for the performance of the contracted services. This license authorizes SIZEBAY to process, handle, transform, structure, and generate derivative content necessary for the proper functioning of the SIZEBAY SOLUTIONS, including applications based on artificial intelligence, machine learning, and the generation of recommendations, searches, and visualizations.

7.3. Access to the SOLUTIONS and the SOFTWARE and their regular use by USERS and CONTRACTING PARTIES do not grant any right or prerogative over any INTELLECTUAL PROPERTY, trademarks, or other content contained therein. It is prohibited to use, exploit, imitate, or reproduce any content, in whole or in part, without SIZEBAY’s prior written authorization. It is likewise prohibited to create any derivative works of SIZEBAY’s INTELLECTUAL PROPERTY without prior written authorization.

7.4 USERS and CONTRACTING PARTIES may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the SOLUTIONS, services, or SOFTWARE in any form or by any means without SIZEBAY’s prior written permission. Unauthorized use of materials may violate copyright, trademark, and other applicable laws and may result in civil or criminal penalties.

8. LIABILITY

8.1 The USER and the CONTRACTING PARTY acknowledge and agree that, to the fullest extent permitted by law, all risks arising from their access to and use of the SOFTWARE and SIZEBAY SOLUTIONS remain their responsibility, and in no event shall SIZEBAY or its directors, representatives, agents, employees, partners, or service providers be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data, service interruption, computer damage, system failure, or for claims and other proceedings brought in connection with the use of the SOLUTIONS and the SOFTWARE, their content, features, and/or tools.

8.2 The SIZEBAY SOLUTIONS—including, without limitation, size recommendation, image search, product suggestions (similar and complementary), outfit generation (try-on), and other content or outputs derived from technologies based on artificial intelligence, machine learning, predictive analytics, or statistical models—are auxiliary tools provided to improve browsing and shopping experiences in the CONTRACTING PARTY’s VIRTUAL STORE. The recommendations and outputs generated are for indicative and informational purposes only and do not constitute a guarantee of results, absolute accuracy, aesthetic suitability, perfect fit, product availability, size conformity, or the USER’s complete satisfaction.

8.2.1 SIZEBAY is not liable for: (i) size, product, or combination choices made by the USER based on recommendations, searches, simulations, or generated content; (ii) any mismatch between purchased products and the USER’s expectations of fit, appearance, size, style, or perceived functionality; (iii) inaccuracies, inconsistencies, or inherent limitations of the statistical models, algorithms, or artificial intelligence technologies used.

8.2.2 The CONTRACTING PARTY (VIRTUAL STORE) is solely, exclusively, and irrevocably responsible for the truthfulness, integrity, accuracy, legality, updating, and compliance of data, images, descriptions, size charts, SKUs, categories, inventory information, prices, and any other content provided, registered, or integrated into the SIZEBAY SOLUTIONS.

8.2.3 SIZEBAY is not responsible for any product images or content provided by the CONTRACTING PARTY that violate morality, good customs, or public order, or that disseminate discriminatory messages, hate, violence, nudity, or any symbols or manifestations of illegal or offensive content. Technical processing of such content does not imply endorsement, validation, or agreement by SIZEBAY, with responsibility resting on the CONTRACTING PARTY.

8.2.4 SIZEBAY is not responsible for images, content, or simulations resulting from the USER’s upload or provision of images through features such as IMAGE SEARCH or similar services. The USER is solely responsible for the legality, integrity, and appropriateness of the images submitted, and agrees not to use content containing nudity, violence, hate speech, discrimination, copyright infringements, or any illegal or offensive materials.

8.2.5 Images provided by the USER through the image search feature are used solely to identify similar products in the CONTRACTING PARTY’s catalog and are not stored, retained, or incorporated into SIZEBAY’s database, being discarded after the search is processed.

8.3 The CONTRACTING PARTY is also solely responsible for ensuring that the data and content provided do not violate third-party rights, including, without limitation, INTELLECTUAL PROPERTY rights, copyrights, image rights, trademarks, patents, trade secrets, or any other rights protected by applicable law.

8.4 The USER and the CONTRACTING PARTY agree to indemnify, defend, and hold SIZEBAY harmless from any claim, notice, summons, or judicial or extrajudicial action, as well as from any liability, damage, cost, or expense arising from any violation committed by the USER/CONTRACTING PARTY, or any person acting on their behalf, in relation to the SOLUTIONS and the SOFTWARE (including any provision of these TERMS AND CONDITIONS OF USE), or any person who has obtained the USER’s data related to their browsing within the SOLUTIONS available in the VIRTUAL STORE.

8.5 SIZEBAY reserves the right to assist and cooperate with any judicial authority or governmental body, and may provide registration or business information when it deems such assistance or cooperation necessary for the protection of USERS, CONTRACTING PARTIES, employees, collaborators, administrators, partners, or any person who may be harmed by the conduct at issue.

8.6 Without limitation, SIZEBAY shall not be liable in the following circumstances: (i) damages or losses that the USER and/or CONTRACTING PARTY may experience due to unavailability or partial operation of the SOFTWARE and/or any of its services, information, content, features, and/or tools, as well as due to inaccuracies; (ii) damages or losses on websites accessible through links included on the access screen to the SOLUTIONS, website, or e-commerce platform; (iii) damages or losses arising from the use of the SOLUTIONS or the SOFTWARE in violation of these TERMS AND CONDITIONS OF USE or of the law; (iv) damages or losses resulting from failures in the SOFTWARE, including system, server, or network connection failures, or from malicious interactions (viruses, etc.).

9. SANCTIONS

9.1 Without prejudice to other measures, SIZEBAY may, at its sole discretion and without the need for prior consent or notice, warn, suspend, or cancel—temporarily or permanently—the provision of services, and may impose sanctions that negatively impact reputation at any time and initiate legal action if:

(i) the USER or the CONTRACTING PARTY fails to comply with any provision of these TERMS AND CONDITIONS OF USE and other SIZEBAY policies;

(ii) fails to comply with USER duties and obligations;

(iii) engages in unlawful, tortious, or criminal acts.

9.1.1 With respect to CONTRACTING PARTIES, the imposition of sanctions, suspension, or termination of the SOLUTIONS shall primarily observe the provisions set forth in the commercial agreement executed between the PARTIES, including notice periods, SLA conditions, and other specific applicable rules.

10. DISPUTE RESOLUTION

10.1 Any doubts, controversies, conflicts, or omissions shall be handled administratively with SIZEBAY, through the communication channel indicated in these TERMS.

11. GOVERNING LAW AND JURISDICTION

11.1 To resolve any disputes arising from these TERMS AND CONDITIONS OF USE that cannot be resolved between SIZEBAY and the USER, the following shall apply:

Location	Applicable law	Forum
United States	Laws of the State of Delaware	Delaware, United States
European Union	Laws of Portugal	Coimbra, Portugal
Other locations	Laws of the Federative Republic of Brazil	Joinville, Santa Catarina, Brazil

11.2 In the event of a dispute involving CONTRACTING PARTIES, the agreement executed between the CONTRACTING PARTY and SIZEBAY and the rules for dispute resolution, jurisdiction, and applicable law shall prevail.

12. GENERAL PROVISIONS

12.1 These TERMS AND CONDITIONS OF USE and the Policies referred to herein are of indefinite duration and may be amended at any time by SIZEBAY.

Editorial or technical changes, or those that do not impact the relationship between the PARTIES, may be made without prior notice by publication on SIZEBAY’s website.

Material changes that entail significant amendments to the PARTIES’ obligations or to the operation of the contracted SOLUTIONS will be communicated with reasonable prior notice, via SIZEBAY’s website and/or direct communication to the CONTRACTING PARTY.

12.1.1 In addition, access to and use of the SOLUTIONS, the SOFTWARE, and its features are, in principle, of indefinite duration, at SIZEBAY’s sole discretion.

12.1.2 SIZEBAY nevertheless reserves the right to suspend and/or cancel, unilaterally and at any time, access to the SOLUTIONS, the SOFTWARE, or any of their parts or features, without prior notice to USERS.

12.2 The PARTIES declare, for all purposes, that they are independent and autonomous, and that this Instrument does not create any other type of relationship between them, including, without limitation, any employment relationship with their partners, or any mandate, company, association, partnership, consortium, joint venture, or commercial representation between the PARTIES. Each PARTY is fully responsible for its acts and obligations under this Instrument.

12.3 Without prejudice to the sanctions mentioned in this Instrument and in applicable civil and criminal law, any USER and/or CONTRACTING PARTY who violates any clause contained in these TERMS AND CONDITIONS OF USE and/or infringes the law or third-party rights as a result of activities performed or provided through the SOFTWARE shall indemnify SIZEBAY, its subsidiaries, controlled companies, direct or indirect controllers, directors, officers, employees, representatives, and agents—including attorneys’ fees—as well as for any losses and damages caused.

12.4. By using the SIZEBAY SOLUTIONS made available in the VIRTUAL STORE (CONTRACTING PARTY), the USER acknowledges that certain data and information may be collected, processed, and handled, as described in the SIZEBAY Privacy Policy, which forms an integral and inseparable part of these TERMS.

12.5. USERS and/or CONTRACTING PARTIES declare that they have read, understood, and accepted all rules and provisions contained in these TERMS AND CONDITIONS OF USE.