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Welcome to the HBM!
The following terms of use (“Terms of Use”) apply when you view or use the Services offered by HBM APPS, Inc. (the “Company”).

For purposes of this agreement, “Site” refers to the Company’s website, which can be accessed at www.hbm.studio and its subdomains. “Service(s)” refers to the Company’s services, including the Site, web applications, mobile applications, and related services. The terms “HBM”, “we”, “us”, and “our” refer to the Company. The terms “user”, “you”, and “your” refer to you, as a user of our Site and/or our Service(s).

Please review the following terms carefully. By accessing or using the Service(s), you signify your agreement to these Terms of Use and any documents, terms, or policies incorporated by reference herein. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Services.

1. About the Services
HBM Services enable you to create high-quality e-commerce platforms, including native web & mobile applications quickly and easily. For the purpose of this agreement, the e-commerce platforms created by users are referred to as “HBM Store(s)”. The Services also allow you to manage your HBM Store(s) and content, sell goods (“Products”) through your HBM Store(s), and use additional services, products, tools, software, and/or applications provided by third parties, such as payment service providers, shipping service providers, etc. (“Third Party Service(s)”, and collectively – “E-commerce Activities”).

2. Registration
You need to be at least 18 years old to register for and use the Services.

2. To access and use the Services, you must create a personalized account (“User Account”) which includes your name, a valid email address, and a password. You may also be required to provide other information as indicated during the registration process;

3. You acknowledge that the email address you provide on your User Account will be the primary method of communication between you and HBM. lt is your responsibility to provide us with a valid email address that can send and receive emails and keep your contact information up to date on your User Account;

4. You are responsible for keeping your login credentials confidential and secure. You agree to notify us immediately of any unauthorized use of your password and/or User Account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your email address, password, and/or User Account;

5. If a dispute occurs regarding the ownership of a User Account, HBM reserves the right to request documentation from the disputing parties, including but not limited to business license, government-issued ID, etc., in order to determine the rightful owner of the User Account;

6. HBM reserves the right (but not the obligation) to determine, at its sole discretion, the rightful owner of a User Account and to transfer a User Account to the rightful owner determined based on our reasonable judgment. However, if we deem in our sole discretion that we are unable to determine the rightful owner of a User Account, we reserve the right to suspend and disable the User Account until the disputing parties reach a resolution;

7. By registering for the Services, you become the sole owner of any HBM Store(s) that you create (“Store Owner”). Some HBM subscription plans allow you to give your employees, agents, or subcontractors access permission to manage your HBM Store(s) via their own User Accounts, herein referred to as Team Accounts (“Team Account(s)”). You may set different access permissions for each Team Account;

8. If you are registering on behalf of your employer, you must register with an email address issued by your employer and you hereby represent and warrant that you possess the legal authority, right, and freedom to bind your employer to our Terms of Use. In such case, your employer will be the Store Owner;

9. As a Store Owner, you must ensure that all users who have access to your HBM Store, via Team Accounts or otherwise, comply with our Terms of Use. You shall be held liable for any breach of these Terms of Use by your employees, agents, subcontractors, and affiliates via your User Account and/or the Team Accounts connected to it as if it were your own breach.

3. HBM Rights and User Responsibilities
You acknowledge and agree that:

1. HBM shall have the right to determine, in its sole discretion, the method, means, and details of performing the Services, including regarding the hosting, transmission, publication, and/or display of any data, Content, and HBM Stores;

2. HBM makes no promise of exclusivity. We may provide the Services to your competitors as well as to HBM employees, partners, and contractors who may compete with you;

3. HBM shall not be obligated to provide access to the Services or any part thereof to anyone at any time ;

4. HBM reserves the right to modify, suspend, or discontinue the Services or any features or functionalities thereof for any reason, without prior notice, at any time, and in any manner, without any liability to you or anyone else.

5. The Services are not a marketplace. HBM merely enables you to create and manage your e-commerce platform(s) and perform some E-commerce Activities;

6. You are solely responsible for your HBM Store(s), E-commerce Activities, User Content, Products, and compliance with all applicable laws and regulations;

7. You shall provide on your HBM Store(s) true, public-facing contact information, a refund policy, timelines for order delivery, and all other public-facing information required by any applicable laws and regulations (e.g. tax registration number);

8. You are the seller of record for any and all Products that you sell through the Services. HBM shall not be the seller or merchant of record and shall not, in any way, be involved in your relationship with or the transactions between you and the visitors, users, or customers of your HBM Store(s) (“End Users”), including aspects such as order fulfillment, delivery, payments, defects, delays, damages, returns, refunds, warranties, customer service, and regulatory compliance. Any sale made through the Services is directly between you and the buyer of your Product(s) (“Customer”);

9. You may not use the Services to sell, attempt to sell, or otherwise include in your HBM Store(s) any Products that (a) are illegal to sell, use or distribute; (b) may be deemed hazardous, flammable, explosive, stolen, counterfeit, abusive, offensive, or in any way harmful to any person, property, or the environment; or (c) fail to comply with any applicable laws, including without limitation laws relating to product safety, trade regulations, consumer protection, copyrights and trademarks, and privacy rights (collectively, “Prohibited Items”);

10. If you offer or sell any sensitive and/or restricted Products (e.g. prescription medication) (“Restricted Items”) through the Services, you represent and warrant that you are authorized and adequately licensed to do so and that you follow and enforce all laws and regulations attached to the commercialization of any such items, including with respect to the storage, processing, and sale thereof;

11. All costs, fees, and taxes related to the procurement, sale, and delivery of your Products or to any other E-commerce Activities that you perform are your sole and full responsibility;

4. Use Restrictions
You agree to be solely responsible and liable for any use of the Services which occurs under your User Account, and/or HBM Store(s). Your permission to use the Site and Services is conditioned upon the following restrictions:

You agree that you will not under any circumstances:

1. Collect or harvest any personal data of any user of the Site or the Services, or any visitor or user of any HBM Store, unless done in accordance with all applicable laws and with their express and informed consent;

2. Reproduce, duplicate, copy, emulate, modify, translate, decompile, disassemble, reverse engineer, transmit, publicly display, or distribute any part or parts of the Site or the Services in any way without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);

3. Sell, resell, license, or exploit any access to or use of the Services without our explicit written permission;

4. Use the Services or your HBM Store(s) for any unlawful or unauthorized purpose or for the promotion of illegal activities;

5. Use the services in connection with any form of fraud, phishing, scam, spam, unsolicited messages, or other unethical behavior;

6. Attempt to, or harass, abuse, or harm another person or group whether verbally or in written form, including without limitation threats of abuse or retribution;

7. Use another user’s User Account without permission;

8. Intentionally allow another user to access your User Account;

9. Provide false or inaccurate information on the Services, your User Account, or your HBM Store(s), whether directly or indirectly;

10. Interfere or attempt to interfere with the proper functioning of the Services;

11. Make any automated access to or use of the Site, the Services or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

12. Bypass, work around, disable, circumvent, or otherwise avoid any robot exclusion headers or other measures we take to restrict access to the Services or any features or functionalities thereof, other users’ User Accounts and HBM Stores, or any other systems or networks connected to the Services;

13. Use any software, technology, device, or other automated means to scrape, spider, or crawl the Services or harvest, monitor, or manipulate data;

14. Circumvent, disable or otherwise interfere with any security-related features of the Services or features that prevent or restrict use or copying of content, or enforce limitations on use of the Services or the content accessible via the Services;

15. Probe or test the vulnerability of the Site, the Services, or any network connected thereto;

16. Publish or link to malicious content of any sort, including that intended to harm, damage, or disrupt another user’s browser or computer;

17. Impersonate any person or entity, perform any manipulation to disguise your identity, falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that HBM or any third party endorses you or your Products, business, HBM Store(s), or any statements you make;

18. Violate or otherwise fail to comply with these Terms of Use, any applicable rules and regulations, or any laws applicable to you in your jurisdiction, your End Users’ jurisdictions, or the laws of the United States of America and the State of Delaware, in your use of the Services.

5. User Content
When you create your own personalized User Account, you may be able to upload, import, distribute, or otherwise provide content (“User Content”) via your User Account,

including logos, images, animations, videos, text, Products, information, and other materials (“Content”). You are solely responsible for the User Content that you post, upload, link to, distribute, or otherwise make available via the Services.

You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Services at its sole discretion.

We grant you permission to use and access the Services, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms of Use.

By transmitting and submitting any User Content while using the Services, you agree as follows

You are solely responsible and liable for your User Account,the activity that occurs while signed in to or while using your User Account, and all of your User Content;

2.You will not post Content that is malicious, libelous, false, or inaccurate;

3. You will not post any Content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, offensive, and/or unlawful;

4. You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, or others unless you are the owner of such rights or have the appropriate permissions required under all applicable laws from their rightful owner to specifically submit such content;

5. You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Use, refuse or remove any and/or all of your submissions, and terminate your User Account with or without prior notice and without liability to your or anyone else;

6. You will independently maintain regular backups of your User Content, Products, and any other data that you process in relation to your HBM Store or your use of the Services. HBM has no obligation or liability for any loss, alteration, damage, corruption, or recovery of your User Content, Products, or data.

You understand and agree that any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Services is solely your responsibility. The Site is not responsible for any public display or misuse of your User Content.

The Site does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

6. Online Content Disclaimer
Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Services nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Services. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Services, or transmitted to users.

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Services. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Services or to limit or deny a user’s access to the Services or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. [E-mails sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.]

The Company shall have the right to remove any material that in its sole opinion violates or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of any misuse of our Service(s) or violation of these Terms of Use, please contact us at info@hbm.studio

7. Intellectual Property
7.1 Your Intellectual Property; License Grant
You retain all ownership rights in your User Content; however, we do require a license to all such User Content. You expressly grant, and you represent and warrant that you have a right to grant, HBM a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of your HBM Store(s) or any part thereof, your User Content, and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. You hereby waive any claims against HBM or anyone invoking this license on behalf of HBM for purposes of providing, operating, marketing, and/or promoting the Services, and/or performing the Company’s obligations and exercising its rights under these Terms of Use.

7.2 HBM’s Intellectual Property
1.You acknowledge and agree that we (and our licensors, where applicable) retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks, and other proprietary rights. This includes exclusive ownership of all right, title, and interest in and to HBM technology and Content, including, without limitation, any source code, object code, computer code, data, applications, products, features, documentation, logos, service marks, the “look and feel” of the Services, designs, templates, images, videos, and any other media which are or can be registered, and any derivations thereof. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

2.You agree that you may not use any trademarks or service marks of HBM, including the HBM brand name, HBM logo, and any product and service names associated with the Services (“HBM Marks”), whether registered or unregistered, unless written permission is granted to you by HBM.

3.You agree not to purchase, register, adopt, or use search engine or other pay-per-click keywords (such as Google Ads), domain names, email addresses, social media names, logos, or trademarks that include HBM or any HBM Marks and/or variations and misspellings thereof.

7.3 Feedback and Reviews
You are welcome to provide any feedback, reviews, ideas, and/or suggestions regarding the Services and Third Party Services (collectively, “Feedback”). Any Feedback you disclose, whether directly to HBM or on any forum or page hosted by HBM, and any material included therein, shall be exclusively owned by HBM and shall not be subject to any obligation of confidentiality or any expectation of compensation.

By submitting any Feedback, you irrevocably assign any right, title, and interest you may have in or to such Feedback and explicitly and irrevocably waive any and all claims relating to any rights in or to such Feedback. You acknowledge and agree that HBM is free, but not obligated, to use and/or implement such Feedback as desired, as provided by you or as modified by HBM, without obtaining permission from you or from any third party.

You represent and warrant that any Feedback submitted by you is accurate to the best of your knowledge and is not obscene, threatening, defamatory, invasive of privacy, infringing on any third party rights, or otherwise illegal, objectionable, or harmful to third parties. HBM does not regularly monitor Feedback but reserves the right to remove or edit Feedback that does not comply with these Terms of Use.

8. Copyright Complaints
8.1 Termination of Repeat Infringer Accounts
We respect the intellectual property rights of others and require that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service(s) who are repeat infringers. We may terminate access for participants or users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

8.2 DMCA Take-Down Notices
If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service(s) infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to our support team here or via email to info@hbm.studio.

1. The date of your notification;

2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In the event that we receive a DMCA notice related to your User Content, we may remove this User Content and/or suspend or terminate your HBM Store(s) and User Account with or without prior notice. Upon providing you with a notice of takedown, you may reply with a counter-notice.

8.3 Counter-Notices
If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our support team here or via email to info@hbm.studio.

1. Your physical or electronic signature;

2. A description of the content that has been removed and the location at which the content appeared before it was removed;

3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
4.Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may (in our sole discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

9. Privacy Policy
The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: https://hbm.studio/privacy-policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Services, you signify your agreement to the Privacy Policy as well as these Terms of Use.

10. Subscription and Payment
10.1 Service Fees
1.HBM reserves the right to offer the Services in the form of tiered pricing plans with different limitations (“Subscription Plans”). Such limitations dictate the Services, features, and functionalities included in each Subscription Plan as well as the restrictions imposed thereon, including but not limited to restrictions regarding User Content and the maximum number of End Users, orders, etc. (collectively, “Limits”). HBM shall have the right to design and define all Subscription Plans and the Limits imposed thereon at its sole discretion;

2. To access and use the Services, you must pay all the fees applicable to your selected Subscription Plan (“Subscription Fees”) and any other fees applicable to your subscription and use of the Services, including but not limited to additional fees for (a) exceeding the Limits applicable to your selected Subscription Plan; (b) upgrading to a higher-tier Subscription Plan mid-term; or (c) purchasing additional Services, features, or functionalities (“Additional Fees”, and collectively – “Fees”);

3. HBM reserves the right to determine any and all Fees in its sole discretion and will provide notice of such Fees then in effect;
4. All Fees are stated in U.S. Dollars, unless otherwise expressly stated by HBM in writing;

5. All Fees are exclusive of all taxes, levies, duties, and any other charges or additional fees currently in force or imposed in the future by authorities or third parties, including but not limited to tax authorities, banks, payment service providers, and shipping service providers. It is your sole responsibility to determine, collect, withhold, report, and remit any applicable taxes and charges related to your use of the Services or your E-commerce Activities, including your use of Third Party Services and sales made via your HBM Store(s);

6.HBM reserves the right to change any Fees at any time. If any such changes apply to your existing subscriptions, HBM will provide you with notice prior to the enforcement of any such changes and will bill you at the new rates starting your next Subscription Term (as defined in Section 10.2 below).

10.2 Billing and Invoicing
1.You must keep a valid credit card with sufficient credit on file with HBM at all times (“Stored Credit Card”). You represent and warrant that the billing information you provide to HBM is and shall remain true and accurate and that your Stored Credit Card is and shall remain viable and have sufficient credit;

2.You hereby irrevocably authorize HBM to charge your Stored Credit Card for any and all Fees applicable to your use of the Services until your subscription is terminated by either party and any and all outstanding Fees have been paid in full. You further authorize us to use a third party to process payments and consent to the disclosure of your billing information to such third party;

3.The validity period of your subscription will be one (1) month or one (1) year based on your choice (“Subscription Term”) and you will be billed accordingly;

4.Your initial Subscription Term will commence on the date of your subscription to the Services, unless HBM provides you with a free trial of the Services. In such case, your initial Subscription Term will commence as defined in Section 10.3 below;

5.If your initial Subscription Term begins later than the first day of the calendar month, you will be charged pro rata for the number of days between your subscription date and the end of that calendar month. Your subscription will renew automatically on the first day of the subsequent calendar month and you will be charged the full Fees applicable to your use of the Services for the renewal Subscription Term in accordance with these Terms of Use;

6.Subscription Fees are recurring and must be paid in advance. Accordingly, we will charge your Stored Credit Card at the beginning of each Subscription Term for all Fees applicable to your use of the Services, including recurring Subscription Fees and any incurred Fees which have not been yet collected from you (“Outstanding Fees”). Additional Fees applicable to your use of the Services will be charged either in advance or periodically as they are incurred, as determined by HBM in its reasonable discretion.

7.If you subscribe to additional individual Services, features, or functionalities, your subscription to any such Services will be effective immediately and you will be automatically charged the applicable Additional Fees, unless otherwise explicitly stated by HBM in writing;

8.vA digital invoice will be issued for any payment you make to HBM. Invoices will be provided to each Store Owner via their User Account and/or via email;

9. HBM does not provide any refunds, pro rata or otherwise.

10. In the event that HBM is unable to collect the full Fees applicable to your use of the Services for any reason including, but not limited to, incomplete or incorrect billing information, a chargeback, a decline, or any rejection of a charge, this will be considered a breach of these Terms of Use. HBM may, but shall not be obligated to attempt to collect the Fees at a later time. If the second attempt is unsuccessful, HBM may, but shall not be obligated to, reattempt to collect at a later time. If the third attempt is unsuccessful, HBM will suspend your HBM Store(s) and User Account until all Outstanding Fees have been paid in full. If you do not pay all Outstanding Fees within thirty (30) days from the date of suspension, HBM will permanently terminate your User Account and you may not be able to restore it, nor the User Content, data, or HBM Store(s) included therein.

10.3 Free Trial Period
1. Upon creating a User Account, a free trial period may be offered to you at the sole discretion of HBM, during which you will have access to some Services free of charge on a trial basis (“Free Trial Period”);

2. HBM reserves the right to determine, in its sole discretion, the duration of your Free Trial Period as well as the Services and features included therein and the Limits imposed thereon. HBM will provide notice of your Free Trial Period duration on the Site and/or via your User Account;

3.You may be required to provide HBM with a Stored Credit Card to access some Services during your Free Trial Period but you will not be charged until the earlier of (a) the end of the Free Trial Period, or (b) the date of your request to publish your HBM Store(s). By requesting to publish your HBM Store(s), you immediately irrevocably authorize HBM to begin your first paid Subscription Term and charge your Stored Credit Card the full amount of Fees applicable;

4.You acknowledge that it is your sole responsibility to terminate your subscription before the Free Trial Period ends should you choose to do so. Otherwise, HBM will be entitled to begin your initial Subscription Term and charge you the full amount of Fees applicable upon the expiration of the Free Trial Period;

5.You acknowledge that it is your sole responsibility to select your preferred Subscription Plan before the beginning of your initial Subscription Term. Otherwise, HBM will select a default Subscription Plan for you and charge you the full amount of Fees applicable thereto upon the beginning of your initial Subscription Term.

6.If you have not provided a Stored Credit Card by the expiration date of the Free Trial Period, you will lose all access to the Services, including your User Content and your User Account.

10.4 Auto-Renewal
1. Upon the expiration of your Subscription Term, HBM will automatically renew your subscription to your selected Subscription Plan for an additional, successive Subscription Term of the same duration without prior notice, and will charge your Stored Credit Card all the Fees applicable to your new Subscription Term, excluding any discount or promotional offer applied to the preceding Subscription Period;

2. By default, the new Subscription Term will be equal in duration to the preceding Subscription Term. It is your sole and full responsibility to change your Subscription Term from monthly to annual or vice versa before the expiration of the then-current Subscription Term should you choose to do so;

3. If you do not want your subscription to be renewed, it is solely and fully your responsibility to cancel your subscription before the expiration of the then-current Subscription Term;

4.Your subscription to additional individual Services, features, or functionalities may or may not be subject to automatic renewal. It is your sole responsibility to check the Site or contact HBM Support and follow the instructions provided regarding the renewal and discontinuation of any such additional individual Services;

11. Upgrades and Downgrades
11.1 Upgrades
1.You may upgrade to a higher-tier Subscription Plan at any time. Upgrades will be effective immediately. If you upgrade your subscription mid-term, you will be immediately charged Additional Fees equal to the prorated difference of the cost increase of the higher plan. Upon the end of the then-current Subscription Term, your subscription will renew automatically as defined above in Section 10.4 at the new higher rate;

2.If you exceed any Limits applicable to your selected Subscription Plan, such as the maximum number of End Users or the maximum number of orders placed through your HBM Store(s), your subscription will be automatically upgraded to the next higher-tier Subscription Plan that can accommodate your usage. Such upgrade will be effective immediately and you will be charged Additional Fees equal to the prorated difference of the cost increase of the higher plan;

3.If you fail to pay any such Additional Fees, HBM reserves the right to suspend or terminate your User Account in accordance with Section 12 of these Terms of Use.

11.2 Downgrades
1.You may downgrade to a lower-tier Subscription Plan at any time. Downgrades will be effective at the beginning of your next Subscription Term. If you downgrade your subscription mid-term, you will retain your then-current Subscription Plan until the end of the then-current Subscription Term and there will be no refunds, pro rata or otherwise. Upon the end of the then-current Subscription Term, your subscription will renew automatically as defined above in Section 10.4 at the new lower rate;

2.Downgrading your subscription may result in the loss of Services, features, or functionalities and may result in additional Limits being imposed on your use of the Services. HBM shall not be liable for any such loss or additional Limits. It is your sole responsibility to understand the consequences of downgrading to a lower-tier plan and the Limits imposed on any Subscription Plan that you select.

12. Suspension and Termination
1.You may terminate your subscription to the Services at any time by following the instructions on the Site or contacting HBM Support;

2.If you terminate your subscription mid-term, you will be able to access and use the Services until the end of the then-current Subscription Term and no refunds will be provided, pro-rata or otherwise;
For the remaining duration of the then-current Subscription Term, we will continue to charge you for any Additional Fees that you incur;

3.At the end of the then-current Subscription Term, your termination will become effective and your subscription will not be renewed; however, HBM will charge you for any Outstanding Fees owed by you. Once all such Fees have been paid in full, we will not charge you again;

5.Without limiting any other remedies, HBM reserves the right to immediately suspend or terminate your User Account and HBM Store(s) for any reason, without prior notice, at any time, and in any manner, without liability to you or anyone else, including if you fail to abide by these Terms of Use or if evidence or justifiable suspicion exists that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site or Services;

6.Once termination by either party becomes effective, you will no longer have access to the Services and your HBM Store(s) will no longer be available;

7.Termination will also result in the loss of your data, including but not limited to your User Content. HBM shall have no responsibility or liability whatsoever for such loss. It is solely and fully your responsibility to maintain a backup of your data as defined above in Section 5 and to export your data before the termination becomes effective.

13. Additional Services
13.1 Beta Services
HBM may, in its sole discretion, offer you certain Services in their pre-release or BETA version on a trial basis (“Beta Service(s)”). You understand and agree that Beta Services may contain software bugs, suffer disruptions, and not operate as intended. Your use of a Beta Service signifies your agreement to participate in the BETA testing thereof. HBM shall have no liability for any harm or damage arising out of or in connection with the Beta Services. HBM reserves the right to discontinue any Beta Services at any time.

13.2. Third Party Services
As part of the Services, we may recommend, enable, and/or provide you with access to third party website(s) (“Third Party Sites”) as well as Third Party Services). Such recommendations, links, and/or access are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Services or the Content, promotions, materials, information, goods, or services available therein.

Such Third Party Sites and Third Party Services are not investigated, monitored, or checked for accuracy, appropriateness, or completeness, and we are not responsible and shall not be held liable to you or anyone else for any such Third Party Sites or Third Party Services accessed through, posted on, available through, or installed from the Site or the Services, including the Content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Sites or the Third Party Services.

Inclusion of, linking to, integrating with, or enabling the use or installation of any Third Party Sites or any Third Party Services in any manner on the Site or Services does not imply our approval or endorsement of any such Third Party Sites or Third Party Services. If you decide to leave the Site and access the Third Party Sites or to access, use, install, or purchase any Third Party Services, you do so entirely at your own risk and discretion. To the fullest extent permitted by law and under any circumstances, HBM shall not be liable for any direct, indirect, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Sites, Third Party Services, or Third Party Providers.

In addition to these Terms of Use, you also agree to be bound by any and all additional terms applicable to your access and/or use of Third Party Sites and Third Party Services. You are solely responsible for reviewing the applicable terms and policies, including privacy and data gathering practices and the legal and financial terms of any Third Party Site or Third Party Service(s) to which you navigate from the Site or the Services, or relating to any applications you use or install from the Third Party Site. You acknowledge that the use of Third Party Services may require the payment of additional fees to HBM and/or the applicable Third Party Provider. You are solely and fully responsible for any such fees and HBM will not in any way be responsible for any such additional fees.

The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider. You acknowledge and agree that HBM only acts as an intermediary platform between you and any such Third Party Provider and shall not be in any way responsible for monitoring any interaction or transaction between you and any Third Party Provider and shall not be obligated to intervene in any dispute arising between you and any Third Party Provider.

HBM may, at any time and in its sole discretion, discontinue, suspend, or disable access to any Third Party Sites and Third Party Services without any liability to you or to any End Users.

13.3 Email Messaging
As part of the Services, HBM may enable you to send email messages to your End Users via the Services or a Third Party Service (“Email Messaging”). In addition to the terms governing the Services generally, the following terms apply to your access and use of Email Messaging:

1.By using Email Messaging, you grant HBM the right to scan the Content of emails that you send via the Services in order to limit spam, phishing, or other malicious content that contravenes these Terms of Use.

2.HBM does not warrant that emails sent via the Services will be free from spam, phishing, malicious content, or any other threats. You are solely responsible for any and all Content included in the emails you send via the Services.

3.If you use Email Messaging, you declare that you act in compliance with all applicable terms, policies, and laws, including, without limitation, laws relating to spam or unsolicited commercial email, privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, and child protection. It is your sole responsibility to know, read, and understand the terms, policies, and laws applicable to your use of Email Messaging and the emails you send via the Services or Third Party Services. If you do not comply with all the applicable terms, policies, and laws, HBM or the applicable Third Party Provider may disable your access to and use of Email Messaging.

4.You shall use commercially reasonable efforts not to send confidential, personally identifiable, and/or sensitive personal data through Email Messaging, including data revealing an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, genetic or biometric data, medical or health condition, credit card details, national ID numbers, passwords, or other sensitive data.

14. Email May Not Be Used to Provide Notice
Communications made through the Services’ email and messaging system will not constitute legal notice to the Site, the Services, or any of its officers, employees, agents, or representatives in any situation where legal notice is required by contract or any law or regulation.

15. Communications and Notices
For contractual purposes, you consent to receive communications from us in an electronic form via: (a) your email address or any other contact information you have submitted such as your phone number; and/or (b) via the Site, the Services, or your User Account. . Any notice provided to you by HBM will be deemed received and effective within twenty-four (24) hours after the notice is sent to you or published.

You hereby agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

You also consent to receive information about the Site, the Services, and special offers via any of the foregoing methods. You may opt out of such messages using the “Unsubscribe” link in the message, or by sending an email to info@hbm.studio. Opting out may prevent you from receiving such messages; however, please note that even if you opt out, you may continue to receive messages that we, in our sole discretion, deem important.

16. Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

17. Limitation Of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HBM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, LICENSORS, AGENTS, AFFILIATES, OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM OR RELATING TO: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICES; (C) THE SERVICES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH US OR WITH ANY OTHER USER OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

You hereby expressly waive and relinquish all rights and benefits under Section 1542 of the California Civil Code, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, and that if known by him would have materially affected his settlement with the debtor or released party.” and any law of any other jurisdiction of similar effect with respect to the release of your claims, including but not limited to any unknown or unsuspected claims herein.

18. Indemnity
You agree to indemnify, defend, and hold harmless HBM and its subsidiaries, officers, directors, employees, shareholders, partners, agents, and affiliates (collectively, the “Indemnitees”), from and against any and all claims, damages, obligations, liabilities, demands, losses, costs, debt, and expenses (including, without limitation, reasonable attorneys’ fees), suffered directly or indirectly by any of the Indemnitees to the extent of or arising out of (a) your breach of these Terms of Use and/or any of the documents incorporated by reference herein; (b) your alleged or actual violation of any law or any third party right; (c) any other type of claim that you caused damage to a third party as a result of or in relation to your HBM Store, User Content, and/or use of the Services; or (d) your use of a Third Party Site or Third Party Service or your relationship with a Third Party Provider.

19. Modification of Terms of Use
We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service(s) signifies your agreement to our revisions to these Terms of Use.

We will endeavor to notify you of material changes to the Terms via the Site, your User Account, and/or by sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current.

Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

20. General Terms
If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action or claim you may have related to or arising out of your relationship with the Company must commence within ONE (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Services are governed exclusively by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.

You irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of the U.S. state of Delaware to settle any disputes or claims which may arise out of or in connection with the validity, effect, interpretation, or performance of these Terms of Use and/or the Services, their interpretation, or the breach, termination, or validity thereof. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded and will not be applied to these Terms of Use.

You hereby waive, with respect to any disputes or claims, the right to participate in any class action, representative action, or any other legal proceeding against HBM, whether as a class member or a class representative. All disputes between you and HBM shall only be resolved on an individual basis and you shall not have the right to join or consolidate claims with any other person, group, or representative(s) on behalf of others.

We may assign or delegate these Terms of Use and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE, TOGETHER WITH THE PRIVACY POLICY AT https://hbm.studio/privacy-policy AND ANY OTHER DOCUMENTS INCORPORATED BY REFERENCE HEREIN, REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND HBMAND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND HBM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.