Terms of Use

Terms of Use (hitem3d.ai) V1.1

Terms of Use Agreement

Effective as of June 20, 2025

Last updated: June 20, 2025

We sincerely welcome you and thank you for your interest in [Mathmagic] (“Company”), and our website at hitem3d.ai (including its subsidiaries, affiliates, agents, and service providers, collectively, “hitem3d.ai”, “Hitem3D.ai”, “we,” “us,” or “our”) along with our related websites, hosted applications, and other services provided by us. These Terms of Use are a legally binding contract between you and hitem3d.ai regarding your use of the Service.

hitem3d.ai's service allows users to convert unstructured data—such as text, images, videos, and sensor inputs from real or virtual-world objects and environments—into AI-driven 2D/3D content, including images, models, textures, animations, and interactive elements. To use the service, users are required to provide data, such as text prompts, videos and photos of objects, spaces, and locations. Users can manage their generation history through the Service. Our proprietary 2D/3D model is then applied to generate tailored content.

Various options within the hitem3d.ai Service are available at no cost, while others necessitate payment through different subscription plans, including both one-time and recurring payments, and points or credits purchases.

**PLEASE READ THIS TERMS OF USE AGREEMENT (THE "TERMS OF USE") CAREFULLY: **

These Terms of Use govern the use of the website and apply to all internet users visiting the website (www.hitem3d.ai and our related websites).

By accessing or using the website in any way, including using the services and resources available or enabled via the website (each a "Service" and collectively, the "Services").

By clicking on the "I Accept" button, completing the registration process, and/or browsing the website or downloading company’s mobile application, you represent that:

• (a) You have read, understand, and agree to be bound by the Terms of Use,
• (b) You are of legal age to form a binding contract with company,
• (c) You have the authority to enter into the Terms of Use personally or on behalf of the entity you have named as the user, and to bind that entity to the Terms of Use.

The term "You" refers to the individual or legal entity, as applicable, identified as the user when you registered on the website. If you do not agree to be bound by the Terms of Use, you may not access or use this website or the services.

Please be aware that Section 16 (dispute resolution) of this agreement, below, contains provisions governing how disputes that you and we have against each other are resolved, including, without limitation, any disputes that arose or were asserted prior to the effective date of this agreement. In particular, it contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement:

• (a) You will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and,
• (b) You are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the "Agreement."

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY hitem3d.ai AT ITS SOLE DISCRETION, AT ANY TIME.

When changes are made, Company will make a new copy of the Terms of Use Agreement available at the website and within the application and any new Supplemental Terms will be made available from within, or through, the affected Service on the website or within the application. We will also update the "Last Updated" date at the top of the Terms of Use Agreement.

Company may require you to provide consent to the updated Agreement in a specified manner before further use of the website, the application and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the website, the application and/or the Services. Otherwise, your continued use of the website, the application and/or Services constitutes your acceptance of such change(s).

PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. USE OF THE SERVICES AND COMPANY PROPERTIES

1.1 Use of Service. You may use hitem3d.ai’s service to convert unstructured data—such as text, images, videos, and sensor inputs from real or virtual-world objects and environments—into AI-driven 2D/3D content, including images, models, textures, animations, and interactive elements. To use the Service, users are required to provide data, such as text prompts, videos and photos of objects, spaces, and locations. Users can manage their generation history through the Service. Our proprietary 2D/3D model is then applied to generate tailored content.

Content generated through our Services is available for your use, and the scope of such use will depend on the terms of your specific subscription plan.

Use of the Services may be subject to specific conditions or instructions presented to You prior to accessing certain features or functionalities. In the event of a conflict between such specific conditions and this Agreement, the specific conditions shall prevail with respect to your use of that particular feature or functionality.

1.2 Company Properties. The website, the application, and the Services (each, “hitem3d.ai” and collectively, the "Company Properties") are protected by copyright laws throughout the world. Unless otherwise specified by Company in a separate license, your right to use any and all Company Properties is subject to the Agreement.

1.3 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions:

• (a) You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the website, except as expressly permitted by your subscription plan;
• (b) You shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company;
• (c) You shall not use any metatags or other "hidden text" using Company’s name or trademarks;
• (d) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• (e) You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
• (f) Except as expressly stated herein or as permitted by your subscription plan, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
• (h) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.

2. REGISTRATION

2.1 Registering Your Account. In order to access certain features of hitem3d.ai you may be required to become a Registered User. For purposes of the Agreement, a "Registered User" is a user who has registered an account on the website ("Account").

To create an Account and use the Services, You must be at least thirteen (13) years of age or the minimum age required in your country to consent to use the Services (including making a purchase or subscribing to any paid of our Services). If You are under such minimum legal age, You must have your parent or legal guardian's permission to use the Services, and they must agree to this Agreement on your behalf. By creating an Account, You represent that You meet these age requirements and are not a person barred from using Company Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction.

2.2 Registration Data. In registering an account on the website, you agree to:

• (a) Provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and,

• (b) Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are:

  • (i) At least thirteen (13) years old or the minimum age required in your country to consent to use the Services;
  • (ii) Of legal age to form a binding contract; and,
  • (iii) Not a person barred from using hitem3d.ai under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to: (1) Notify Company immediately of any unauthorized use of your password or any other breach of security; if You fail to do so, You may be liable for losses incurred by Company or another user due to someone else using your password or Account; and, (2) Exit from your Account at the end of each session.

• (c) If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of hitem3d.ai(or any portion thereof).

• (d) You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use hitem3d.ai if you have been previously removed by hitem3d.ai, or if You have been previously banned from any of Company’s services.

2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of hitem3d.ai AI.

3. RESPONSIBILITY FOR CONTENT

3.1 Types of Content. You acknowledge that all text, images, video, audio, audio-visual, materials and other content (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through hitem3d.ai("Your Content"), and that you and other Registered Users of Company Properties, and not Company, are similarly responsible for all Content that you and they Make Available through hitem3d.ai ("User Content").

Any Content Made Available by you in your profile or otherwise through the Service may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Company in its sole discretion. You may not post or submit a photograph or other personal data of another person without that person’s explicit permission and in compliance with applicable data protection laws.

3.2 No Obligation to Pre-Moderation of Content. You acknowledge that hitem3d.ai has no obligation to pre-moderate Content (including, but not limited to, User Content), although hitem3d.ai reserves the right in its sole discretion to pre-moderate, screen, refuse or remove any Content.

By entering into this Agreement, you hereby grant your irrevocable consent to such moderation. In the event that hitem3d.ai pre-moderates, refuses or removes any Content, you acknowledge that hitem3d.ai will do so for hitem3d.ai’s benefit, not yours. Without limiting the foregoing, hitem3d.ai reserves the right to remove any Content that violates this Agreement or is otherwise deemed objectionable in its sole discretion.

3.3 Storage. Unless expressly agreed to by hitem3d.ai in writing elsewhere (e.g., as part of a specific subscription plan), hitem3d.ai has no obligation to store any of Your Content that you Make Available on hitem3d.ai Properties. hitem3d.ai has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties.

Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting (if applicable). You agree that hitem3d.ai retains the right to create reasonable limits on hitem3d.ai’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the website and as otherwise determined by hitem3d.ai in its sole discretion.

4. OWNERSHIP

4.1 Company Properties. Except with respect to Your Content (including your Inputs and Outputs, as further described below) and other User Content, you agree that Company and its suppliers own all rights, title and interest in Company Properties (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and the Company’s proprietary AI models and algorithms). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.

4.2 Your Content (General). hitem3d.ai does not claim ownership of Your Content (e.g., account information, profile details not publicly shared). However, when you as a Registered User Make Available Your Content on or in hitem3d.ai, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content, as necessary to grant the licenses to Company as described herein.

You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Company in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.

**4.3 User Inputs and Outputs. **hitem3d.ai utilize artificial intelligence to process user inputs to the Company Properties, such as text and image prompts or other content (the "Input"), and generate and return outputs based on such Inputs (the "Output"). As set forth in these Terms of Use, hitem3d.ai reserves the right, but not the obligation, to review or monitor Inputs and Outputs using automated and manual tools.

• Ownership of Inputs. hitem3d.ai does not claim ownership of any of your Inputs. Subject to the licenses granted herein, You retain any and all intellectual property rights You already hold in the Inputs You provide to the Services.
• Ownership of Outputs. Subject to your compliance with these Terms of Use and the terms of your active subscription plan (if applicable), Company does not claim ownership of the Outputs You generate using the Services. You own the Outputs You generate, subject to any pre-existing rights in the underlying Inputs, Company or the original license holder(s) retains all rights, title, and interest in any of its pre-existing intellectual property that may be incorporated by the Service into an Output. Your rights to use the Outputs (e.g., for personal or commercial purposes) may be determined by the terms of your specific subscription plan. Please refer to your subscription details for such terms.
• Company makes no representations or warranties regarding the copyrightability of any Output, its eligibility for intellectual property protection, or that your use of an Output will not infringe or misappropriate the rights of any third party. You are solely responsible for determining whether your Outputs are suitable and lawful for your intended use and for ensuring such use does not violate any applicable laws or third-party rights. You acknowledge that Outputs are generated by artificial intelligence. Due to the nature of AI, Outputs may not be unique, and hitem3d.ai may generate the same or similar Outputs for you or for other users who provide similar or different Inputs. hitem3d.ai makes no representations or warranties regarding the uniqueness of any Output.

4.4 License to Your Content. Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing hitem3d.ai to you and to our other Registered Users.

• For the purpose of operating and providing the Services to You (e.g., to process your Inputs and generate your Outputs, display them in your account, and provide support), You grant Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (through multiple tiers) license to use, reproduce, distribute, modify (for technical purposes, e.g., formatting), adapt, display (within your private account context), and publicly perform (within your private account context) your Inputs and Outputs. This license terminates when your Inputs or Outputs are deleted from our systems, or your Account is terminated, except to the extent necessary for Company to comply with legal obligations or for archival purposes.
• To improve Company’s AI models, algorithms and related technologies and services (including use for labeling, classification, content moderation, and model training purposes), You grant Company a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid, transferable, and sublicensable (through multiple tiers) right and license to use, reproduce, modify, adapt, create derivative works from, distribute, and otherwise exploit your Inputs and Outputs. Where feasible, Company will endeavor to anonymize or aggregate this data before such use. This license survives the termination of your Account.

4.5 Representations and Warranties for Your Content, Inputs, and Outputs. You hereby represent and warrant that:

• (a) You own or have all necessary rights, licenses, consents, and permissions for Your Content (including Inputs) and for any use You make of your Outputs;
• (b) Your Content (especially including your Inputs), and your use of any Outputs, do not and will not violate, infringe, or misappropriate any Intellectual Property (as defined below) or other rights (such as rights of privacy or publicity) of any person or entity;
• (c) Your Content (especially including your Inputs) does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and
• (d) Your Content (especially including your Inputs) and your use of Outputs will comply with all applicable laws and regulations.

For the purposes of these Terms of Use, “Intellectual Properties” means any and all of the following:

• (a) Patents, patent rights and applications therefor and reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof,
• (b) Inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models,
• (c) Registered and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author's rights and works of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation),
• (d) URLs, web sites, web pages and any part thereof,
• (e) Technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other Intellectual Property,
• (f) Trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor,
• (g) The goodwill symbolized or represented by the foregoing.

4.6 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any publicly accessible area on the Company Properties (if applicable), you hereby expressly permit hitem3d.ai to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

4.7 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to hitem3d.ai through its suggestion, feedback, wiki, or similar pages ("Feedback") is at your own risk and that hitem3d.ai has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the feedback.

You hereby grant to hitem3d.ai a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of hitem3d.ai and/or hitem3d.ai’s business.

5. Negative USER CONDUCT

5.1 Restriction on Use. The rights granted to you in the Agreement are subject to the following restrictions:

• (a) You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the website;
• (b) You shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company;
• (c) You shall not use any metatags or other "hidden text" using Company’s name or trademarks;
• (d) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties (including any AI models, algorithms, or systems provided as part of the Company Properties) except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• (e) You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
• (f) Except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
• (g) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.
• (h) You shall not use Company Properties or any Outputs generated by the Services to develop, train, benchmark, or improve any AI model, algorithm, or software that competes with Company Properties or the Services, or that aims to replicate the Services.

5.2 User Conduct As a condition of use, you agree not to use hitem3d.ai for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to):

• (a) Take any action, or

• (b) Make available any content on or through hitem3d.ai Services that:

  • (i) Infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right, or other right of any person or entity;
  • (ii) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane, pornographic, or promotes or incites violence, terrorism, hate speech, or discrimination based on race, ethnicity, religion, nationality, gender, sexual orientation, age, disability, or any other protected characteristic;
  • (iii) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
  • (iv) Exploits, harms, or attempts to exploit or harm minors in any way, including by generating, soliciting, or disseminating child sexual abuse material, or any content that endangers or exploits children;
  • (v) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (spamming), chain letters, or any other form of duplicative or unsolicited messages, whether commercial or otherwise. This includes involving commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, without Company’s prior written consent;
  • (vi) Impersonates any person or entity, including any employee or representative of Company, or falsely states or otherwise misrepresents your affiliation with a person or entity, or the origin of any information you provide;
  • (vii) Interferes with or attempt to interfere with the proper functioning of hitem3d.ai or uses hitem3d.ai in any way not expressly permitted by this Agreement;
  • (viii) Attempts to engage in or engage in, any potentially harmful acts that are directed against Company Properties, including but not limited to violating or attempting to violate any security features of Company Properties, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in Company Properties, introducing viruses, worms, or similar harmful code into Company Properties, or interfering or attempting to interfere with use of hitem3d.ai by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Company Properties.
  • (ix) Generates or disseminates content that is intentionally deceptive, misleading, or manipulative to a material degree. This includes creating or promoting disinformation, propaganda, or "deepfakes" for malicious purposes or without clear and conspicuous disclosure of its AI-generated nature and any modifications.
  • (x) Is used for any high-risk activities where the failure, fault, or inaccuracy of the AI could lead to death, personal injury, or severe physical, environmental, or property damage. Examples include, but are not limited to, the operation of nuclear facilities, air traffic control, autonomous vehicle control, life support systems, or the development, design, or deployment of weapons systems, unless expressly authorized by Company in writing and with appropriate safeguards implemented and maintained by You.
  • (xi) Provides or purports to provide legal, financial, medical, or other regulated professional advice without (i) review and approval by a qualified professional in that field, and (ii) clear and conspicuous disclaimers stating that the content is AI-generated and does not constitute professional advice and should not be relied upon as such.
  • (xii) Generates content for, or in connection with, political campaigning, lobbying, or electioneering activities that is deceptive, lacks appropriate disclosures of its AI-generated nature, or is intended to manipulate or improperly influence electoral processes or public opinion in violation of applicable laws.
  • (xiii) Facilitates or promotes illegal gambling, payday lending, multi-level marketing schemes, or other predatory financial practices.
  • (xiv) Collects, processes, discloses, infers, or generates personal data, biometric information, or non-public information of third parties in violation of applicable privacy laws, contractual obligations, or without their necessary and informed consent. This includes use for unauthorized surveillance or monitoring of individuals.
  • (xv) Is used for any purpose or in any manner that is unethical, immoral, malicious, or could be reasonably deemed to be in bad faith, or that violates any specific responsible use guidelines or policies that Company may publish and update from time to time.
  • (xvi) Violates, or encourages any conduct that would violate, any applicable local, state, national, or international law, regulation, or ordinance.

6. INVESTIGATIONS

hitem3d.ai may, but is not obligated to, monitor or review hitem3d.ai and Content (including Inputs and Outputs) at any time. Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Content, , suspend or terminate your access to the Services, or take other appropriate action for any reason (or no reason), including if such Content or your conduct violates this Agreement, any applicable law, or is otherwise deemed harmful or objectionable by Company.

Although Company does not generally monitor user activity occurring in connection with hitem3d.ai or Content, if Company becomes aware of any possible violations by you of any provision of this Agreement, Company reserves the right to investigate such violations. Company may, at its sole discretion, immediately terminate your license to use Company Properties and the Services, or change, alter, or remove Your Content, in whole or in part, without prior notice to you, in addition to any other remedies available under law or in equity. You agree to cooperate fully with Company in any such investigation.

7. FEES, PAYMENTS, AND SUBSCRIPTIONS TERMS

7.1 General Payment Terms. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

• When you purchase or subscribe to our Services (each a “Transaction”), you expressly authorize us or our third-party payment processor to charge you for such Services. You must provide hitem3d.ai with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or other payment methods accepted by our payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities.
• By providing Company with your credit card number or PayPal account and associated payment information, you represent and warrant that you have the legal right to use the Payment Method and that the information you supply to us is true, correct, and complete, and you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card or PayPal account used for payment hereunder.
• We may use a third-party payment processor to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the payment processor in addition to this Agreement. We are not responsible for errors by the payment processor.
• You may use different currency to make such payment but such currency will be converted to US Dollars upon payment to us unless otherwise specified during the transaction process.

7.2 Service Tiers, Credits, and Usage. hitem3d.ai may offer different tiers of Service, including free or trial access, pay-as-you-go options, and subscription plans, as detailed on our website or at the point of purchase. Different service tiers or subscription plans may offer varying levels of access to processing queues (e.g., number of concurrent tasks, priority in processing queues).

• (a) Free/Trial Tier: New users may be eligible for a limited free or trial access to the Services (“Trial Tier”), which may include limitations such as a maximum number of generations per day and specific output resolutions, as detailed on our platform. Company reserves the right to modify or terminate any Trial Tier offer at any time without prior notice and without liability.

• **(b) Credits System: **Access to certain features within the hitem3d.ai platform, such as model generation at specific resolutions, may require the use of "Credits." These Credits function as digital units used exclusively within the platform.

  • Credits can be obtained in several ways. Users might receive an initial grant of promotional Credits upon creating an account or as specified by the Company for non-subscribed users. Additionally, a recurring allotment of Credits is typically included as part of a paid Subscription Plan. The Company may also offer the option to directly purchase Credit packs.
  • The number of Credits needed to generate a model or utilize specific features will be clearly displayed at the point of use. These consumption rates can vary depending on factors like the desired Output resolution, the complexity of the model, or other platform features.
  • Your current Credit balance is always visible in your Account. Credits provided through a monthly or annual subscription are generally valid for that subscription period (e.g., month or year) and may expire if not used within that timeframe, unless an offer's terms state otherwise. Typically, unused subscription Credits do not roll over to the subsequent period unless explicitly permitted. Promotional or gifted Credits may come with specific expiration dates, which will be communicated when they are granted. If purchased Credits are offered separately, their validity terms will be specified at the time of purchase.
  • It's important to note that Credits are non-transferable and hold no cash or monetary value. They are not redeemable for cash and cannot be exchanged for real currency or any other items of monetary value. Credits are solely for use within the hitem3d.ai Services.

7.3 Subscription Plans. We offer various subscription plans ("Subscription Plans") which provide users with a specified allotment of Credits per period (e.g., per month) and may include other benefits such as access to higher resolutions or priority queuing. The specific details, benefits, and pricing of each Subscription Plan will be available on our website or at the point of subscription.

• (a) Billing Cycle: The fee for your Subscription Plan will be billed at the beginning of your subscription period and, for automatically renewing subscriptions, on each renewal date thereafter, to your chosen Payment Method.

• (b) Automatic Renewal: Your subscription will continue indefinitely and automatically renew unless you cancel it before your current subscription period ends. Each renewal will be for a successive period of the same duration as your initial subscription term (e.g., monthly or annually), and will be at the Company's then-current non-promotional price for such a subscription. By subscribing, you authorize the Company to charge your designated Payment Method for these renewal subscription fees at the beginning of each subsequent subscription period.

  • To avoid automatic renewal, you must cancel your subscription. This can typically be done through your Account settings on the hitem3d.ai platform, by accessing the billing page, or by contacting our support team. It is generally required to cancel your subscription before the end of the current term. If the Company notifies you of an upcoming automatic renewal, you may have a specific timeframe from the date of the notice, to cancel.
  • If you cancel your subscription, you will retain access to the subscribed Services until the end of your then-current subscription term, after which your subscription will not be renewed. However, you will generally not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period, except as may be required by applicable law or as otherwise stated in our Refund Policy.
  • Should the Company not receive payment from your Payment Provider upon renewal, you agree to pay all amounts due on your Account upon demand. Alternatively, the Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is successfully processed. Once payment is received, your Account will be reactivated, and for the purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received.

• (c) Upgrades and Downgrades: If offered, you may be able to upgrade or downgrade your Subscription Plan. The terms for such changes, including how billing and Credit allotments are adjusted, will be provided at the time of the change.

• (d) Periodic Discount: We may offer a discounted rate for users who commit to a Subscription Plan for a specified period (e.g., quarterly, semi-annually, or annually), paid upfront. Details of such discounts will be provided at the time of purchase.

7.4 Price and Billing Method Changes. Company reserves the right at any time to change its prices, fees (including Credit consumption rates), and billing methods. Such changes will be reasonably determined, taking into account market conditions and other relevant factors. Any such changes will be effective immediately upon posting on hitem3d.ai or by email delivery to you. For existing subscriptions, price changes will typically take effect upon the next renewal of your subscription, provided we give you reasonable prior notice. If you do not agree to the price change, you must cancel your subscription before the change takes effect.

**7.5 Refund Policy. **Generally, all fees and charges are non-refundable, except where required by applicable law or as expressly stated otherwise in this Agreement or on our website at the time of purchase. This non-refundable policy applies to fees for Subscription Plans and any purchased Credits. Due to the significant computational costs inherent in providing AI services, we typically do not offer refunds once a service has been utilized or Credits have been consumed.

Any specific conditions under which a refund might be granted, for instance, within a certain timeframe after an initial purchase provided the Services have not been substantially used, will be explicitly detailed on our pricing page or at the point of purchase.

In the event that you are dissatisfied with the AI Services provided, you are encouraged to contact the Company to discuss your concerns. The Company will make commercially reasonable efforts to explore and find a mutually agreeable alternative solution. However, this process cannot be guaranteed to result in a specific outcome and does not imply an automatic right to a refund.

7.6 Excessive Usage. We shall have the right at our sole discretion, to monitor the usage of its Services. If the Company determines that a user's engagement with the Service is excessive, abusive, or otherwise constitutes a misuse when compared to anticipated standard patterns of use, even for users on paid plans, it may take appropriate action.

Such actions may include, but are not limited to, charging a different price for the Subscription or levying additional fees to cover the excessive usage. The Company might also impose further restrictions on various aspects of the Service. These restrictions could encompass limitations on access levels, upload, storage, download, and generation capacities, as well as constraints on Third Party Services, network traffic and bandwidth, the size and/or length of content, the quality and/or format of content, sources of content, and the volume of download time. In more significant cases of misuse or excessive usage, the Company may suspend or terminate the user's access to the Services. Where feasible, the Company will generally attempt to notify the user before taking such measures.

7.7 Withholding Taxes. The fees listed for the Services do not include any sales tax, use tax, VAT, GST, or other similar taxes (collectively, "Sales Tax") that may be due in connection with the services provided under this Agreement. If the Company determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, the Company shall collect such Sales Tax in addition to the stated fees. You will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority if it has not been remitted to the Company.

Furthermore, you agree to make all payments of fees to the Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to the Company will be your sole responsibility. Upon the Company’s request, you will provide official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

8. INDEMNIFICATION

You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following:

• (a) Your Content;
• (b) Your use of, or inability to use, any Company Property;
• (c) Your violation of the Agreement;
• (d) Your violation of any rights of another party, including any Registered Users;
• (e) Any infringement of Intellectual Properties by or of any third party in connection with Your Content or User Content or arising from any of your action in hitem3d.ai; or
• (f) Your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.

9. DISCLAIMER OF WARRANTIES AND CONDITIONS

9.1 As Is.

**YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF hitem3d.ai AT YOUR SOLE RISK, AND hitem3d.ai ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. **

Company parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the hitem3d.ai Services and Company Properties.

• (a) Company parties make no warranty, representation or condition that:

  • (1) hitem3d.ai will meet your requirements;
  • (2) Your use of hitem3d.ai will be uninterrupted, timely, secure or error-free;
  • (3) The results that may be obtained from use of hitem3d.ai will be accurate or reliable.

• (b) Any content downloaded from or otherwise accessed through hitem3d.ai is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access company properties, or any other loss that results from accessing such content.

• (c) The services may be subject to delays, cancellations and other disruptions. Company makes no warranty, representation or condition with respect to services, including but not limited to, the quality, effectiveness, reputation and other characteristics of services.

• (d) No advice or information, whether oral or written, obtained from company or through hitem3d.ai will create any warranty not expressly made herein.

• (e)** **From time to time, company may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at company’s sole discretion. The provisions of this section apply with full force to such features or tools.

9.2 No Liability for Conduct of Third Parties.

**YOU ACKNOWLEDGE AND AGREE: **

Company parties are not liable, and you agree not to seek to hold company parties liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties rests entirely with you.

Company makes no warranty that the goods or services provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Company makes no warranty regarding the quality of any such goods or services, or the accuracy, timeliness, truthfulness, completeness or reliability of any user content obtained through Company Properties.

9.3 Third-Party Materials. As a part of Company Properties, you may have access to materials that are hosted by another party.

YOU AGREE THAT IT IS IMPOSSIBLE FOR COMPANY TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Certain Damages.

**YOU UNDERSTAND AND AGREE THAT: **

To the fullest extent provided by law, in no event shall company parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, in each case whether or not company has been advised of the possibility of such damages, arising out of or in connection with the agreement or any communications, interactions or meetings with other users of Company Properties, on any theory of liability, resulting from:

• (a) The use or inability to use company properties;

• (b) The cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained; or messages received for transactions entered into through company properties;

• (c) Unauthorized access to or alteration of your transmissions or data;

• (d) Statements or conduct of any third party on company properties;

• (e) Any other matter related to company properties, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory. The foregoing limitation of liability shall not apply to liability of a company party for

  • (i) Death or personal injury caused by a company party’s negligence; or for
  • (ii) Any injury caused by a company party’s fraud or fraudulent misrepresentation.

10.2 Cap on Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF

• (a) The total amount paid to company by you during the twelve-month period prior to the act, omission or occurrence giving rise to such liability;

• (b) $500;

• (c) The remedy or penalty imposed by the statute under which such claim arises. The foregoing cap on liability shall not apply to liability of a company party for:

  • (i) Death or personal injury caused by a company party’s negligence;
  • (ii) Any injury caused by a company party’s fraud or fraudulent misrepresentation.

10.3 User Content. Except for company’s obligations to protect your personal data as set forth in the company’s privacy policy, company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including, but not limited to, Your Content and User Content), user communications or personalization settings.

10.4 Exclusion of Damages. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

10.5 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between company and you.

11. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others. If you believe that material located on or linked to by the Services violates your copyright or trademark, you are encouraged to contact the infringing party directly. Please also send a notice of claimed infringement to contact@hitem3d.ai.aimailto:contact@hitem3d.ai.ai with the subject “Takedown Request,” and include the following:

• (a) Your physical or electronic signature;
• (b) Identification of the copyrighted work (or mark) you believe to have been infringed or, if the claim involves multiple works, a representative list of such works;
• (c) Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
• (d) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
• (e) A statement that you have a good faith belief that use of copyrighted material is not authorized by the copyright owner, its agent, or the law;
• (f) A statement that the information in the written notice is accurate;
• (g) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If the copyright owner’s rights arise under the laws of a country other than the United States, please identify the country. Upon receipt of a notice that complies with the foregoing, we reserve the right to remove or disable access to the accused material or disable any links to the material; notify the party accused of infringement that we have removed or disabled access to the identified material; and terminate access to and use of the Services for any user who engages in repeated acts of infringement.

Please be aware that if you knowingly misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Please note that hitem3d.ai is not in a position to assess the legal merits of the claims. Any further action, claim or remedy against the infringing user must be undertaken by the aggrieved user.

12. MONITORING AND ENFORCEMENT

Company reserves the right to:

• (a) Remove or refuse to post any of your Content for any or no reason in our sole discretion;
• (b) Take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the hitem3d.ai or the public, or could create liability for the Company;
• (c) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
• (d) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or
• (e) Terminate or suspend your access to all or part of the hitem3d.ai for any or no reason, including without limitation, any violation of this Agreement.

If Company becomes aware of any possible violations by you of the Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Company’s possession in connection with your use of Company Properties, to

• (a) Comply with applicable laws, legal process or governmental request,
• (b) Enforce the Agreement,
• (c) Respond to any claims that Your Content violates the rights of third parties,
• (d) Respond to your requests for customer service, or
• (e) Protect the rights, property or personal safety of Company, its Registered Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

13. TERM AND TERMINATION

13.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement.

13.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of

• (a) The date you first used hitem3d.ai or
• (b) The date you accepted the Agreement, and will remain in full force and effect while you use any Company Properties, unless earlier terminated in accordance with the Agreement.

13.3 Termination of Services by Company. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the website, the Application or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.

13.4 Termination of Services by You. If you want to terminate the Services provided by Company, you may do so by (a) notifying Company at any time and (b) closing your Account for all of the Services that you use.

13.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content; provided, that, any of Your Content that you previously Made Available in any "public" areas (if applicable) of the Service may be retained in perpetuity. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

13.6 No Subsequent Registration. If your registration(s) with, or ability to access, hitem3d.ai or any other Company services/platforms, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access hitem3d.ai or any hitem3d.ai community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those hitem3d.ai to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

14. INTERNATIONAL USERS

hitem3d.ai can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Company intends to announce such Services or Content in your country.

15. DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the "Company Parties") and limits the manner in which you can seek relief from the Company Parties.

15.1 Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Company Parties relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, except that

• (a) You and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and
• (b) You or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of this Agreement and shall apply, without limitation, to all claims that arose or were asserted before the date you accept these Terms of Use (as described in the preamble) or any prior version of this Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Company Parties on your behalf. For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.

15.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

16. GENERAL PROVISIONS

16.1 Electronic Communications. The communications between you and Company may take place via electronic means, whether you visit hitem3d.ai or send Company e-mails, or whether Company posts notices on hitem3d.ai or communicates with you via e-mail. For contractual purposes, you

• (a) Consent to receive communications from Company in an electronic form; and
• (b) Agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

16.2 Release. You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to any third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the website or any Services provided hereunder.

16.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.4 Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Company Properties, we will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and hitem3d.ai agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Hong Kong.

16.7 Governing Law.

**THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF HONG KONG, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. **

THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.8 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

16.9 Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. We may deliver notice to you by e-mail, posting a notice on the Service and websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: contact@hitem3d.ai.ai.

16.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

16.12 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.