Terms of Service

1. Introduction and Definitions

These Terms and Conditions (“Terms”) govern the use of the CM Studio+ platform (“Platform”), operated by CM Studio, LLC (“Company,” “we,” “us,” or “our”). By creating an account or using any feature of the Platform, you (“User”) agree to be bound by these Terms in their entirety.

The Platform serves three categories of users:

• Formulators: Individual cosmetic chemists, freelancers, students, and hobbyists who use the Platform to create, store, manage, and optimize cosmetic formulas.
• Contract Manufacturers (“CMs”): Businesses that formulate and manufacture cosmetic products on behalf of third-party clients. CMs may store and manage both their own proprietary formulas and formulas belonging to their clients.
• Sellers: Raw material suppliers and distributors who list, advertise, and sell raw materials, ingredients, and related products through the CM Marketplace.

Formulators and Contract Manufacturers are also referred to collectively as “Buyers” when purchasing raw materials through the CM Marketplace.

2. Account Registration and Eligibility

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Platform. If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized access. We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe have been compromised.

2.3 Accurate Information

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. Providing false or misleading business information is grounds for immediate account termination.

3. Formulator Terms

3.1 Formula Ownership

As between you and the Company, the Company does not claim ownership rights over formulas you create, upload, or store on the Platform. Ownership remains with you or the applicable rights holder under your agreements.

3.2 Limited Data Use License

By using the Platform, you grant the Company a limited, non-exclusive license to process your formula data, and to permit approved subprocessors to process it solely on our behalf, only for the following purposes:

• Providing, maintaining, securing, and troubleshooting the AI-powered features of the Platform, including formula optimization, reverse engineering assistance, and ingredient recommendations.
• Generating aggregated, de-identified usage data and ingredient demand forecasting to improve pricing and availability on the CM Marketplace.

We do not sell, license, or otherwise distribute your individual formula data. We disclose formula data to subprocessors only as necessary to provide features requested by you, as described in our Privacy Policy and Data Processing Agreement. Your formulas are never used to create competing products or shared with other users.

3.3 AI Processing

AI-powered features, including the AI Chatbot, the AI Formulator, and formula analysis tools, use third-party artificial intelligence services, including the OpenAI API. When you invoke these features, your prompts and selected formula context are transmitted to OpenAI solely to provide the requested functionality. OpenAI does not use data submitted through its API to train or improve its models unless we explicitly opt in, but may retain API inputs, outputs, and conversation state in accordance with its data retention policies.

3.4 Aggregated Ingredient Data

We may analyze ingredient usage patterns across the Platform in an aggregated, de-identified manner to forecast demand and negotiate better pricing for raw materials on the CM Marketplace. We take reasonable measures to prevent this aggregated data from identifying any individual formula or user.

4. Contract Manufacturer Terms

4.1 All Formulator Terms Apply

Contract Manufacturers are subject to all terms set forth in Section 3 (Formulator Terms) in addition to the terms in this section.

4.2 Client Formula Responsibility

If you are a Contract Manufacturer storing formulas that belong to your clients, you represent and warrant that you have obtained all necessary authorizations, consents, and licenses from your clients to upload, store, and process those formulas on the Platform. The Company is not a party to any agreement between a Contract Manufacturer and its clients.

4.3 Indemnification for Client Formulas

You agree to indemnify, defend, and hold harmless the Company from any claims, damages, losses, liabilities, or expenses arising from your storage or use of client formulas on the Platform, including any claims by your clients that their formulas were uploaded or processed without proper authorization.

4.4 Confidentiality Obligations

The Company maintains commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality and security of all formulas stored on the Platform. However, the Contract Manufacturer remains solely responsible for ensuring compliance with any confidentiality or non-disclosure agreements between the CM and its clients.

4.5 Sub-Account Management

Contract Manufacturers may create sub-accounts for employees and team members. The CM account holder is responsible for all activity conducted through sub-accounts and for ensuring that sub-account users comply with these Terms.

5. CM Marketplace: Buyer Terms

5.1 Purchasing

All purchases of raw materials through the CM Marketplace are transactions between the Buyer and the Seller, facilitated by the Platform. The Company acts as a marketplace facilitator and is not the direct seller of any raw materials unless explicitly stated.

5.2 Final Sale: No Returns

All transactions on the CM Marketplace are final.

Once an order has been fulfilled and shipped by the Seller, the Buyer may not return, exchange, or seek a refund for any raw materials purchased, except where required by applicable law. By placing an order, you acknowledge and agree to this no-return policy.

5.3 Exceptions

The no-return policy does not apply if the raw material received is materially different from the listing description, is damaged during shipment, is expired or adulterated, or is counterfeit. In such cases, Buyers must file a dispute within seven (7) calendar days of delivery. The Company will investigate and, at its sole discretion, may issue a refund or credit.

5.4 Chargeback Policy

If a Buyer files a chargeback or payment dispute with their bank or payment provider for a transaction that was legitimately fulfilled and shipped, the Buyer acknowledges and agrees to the following:

• The Buyer remains fully liable for the transaction amount, any associated chargeback fees, and the Company’s costs of investigation and collection.
• The Buyer’s account will be immediately suspended pending resolution.
• The Company reserves the right to pursue all available legal remedies, including but not limited to civil litigation and referral to collections, to recover the disputed amount and associated costs.
• Fraudulent chargebacks may be reported to law enforcement authorities.

5.5 Payment Terms

All prices are listed in US Dollars. Payment is due at the time of order placement. The Company may offer net terms or credit lines to qualified Buyers at its sole discretion. Failure to pay under net terms constitutes a breach of these Terms and may result in account suspension, late fees, and collection activity.

6. CM Marketplace: Seller Terms

6.1 Listing Requirements

Sellers are responsible for ensuring that all product listings are accurate, complete, and not misleading. Listings must include accurate product names, INCI names, CAS numbers (where applicable), descriptions, pricing, minimum order quantities, lead times, Certificates of Analysis (COA) and/or Safety Data Sheets (SDS) where available, and country of origin.

6.2 Prohibited Listings

Sellers may not list or sell raw materials that are counterfeit, misbranded, or misrepresented; stolen, diverted, or obtained through unlawful means; expired, adulterated, or contaminated; restricted or banned under applicable regulations (including FDA, EU Cosmetics Regulation, or other governing bodies); or that otherwise violate any applicable law. Violation of this section may result in immediate and permanent account suspension, withholding or set-off of pending payouts to the extent permitted by applicable law and the Seller’s agreements, and potential referral to law enforcement.

6.3 Fulfillment Obligations

Sellers must ship all orders within the timeframe specified in their listing or, if no timeframe is specified, within five (5) business days of order confirmation. Failure to meet fulfillment deadlines will result in the following escalating penalties:

• First offense: Warning notification and reduced visibility of listings in search results.
• Second offense: Lower seller rating, suppressed listings, and reduced promotional placement on the Platform.
• Third offense: Temporary account suspension (minimum 30 days).
• Repeated or egregious violations: Permanent account suspension and withholding or set-off of pending payouts to the extent permitted by applicable law and the Seller’s agreements.

6.4 Managed Fulfillment (Downpacking Services)

Sellers may opt to send inventory to the Company’s Miami fulfillment facility for downpacking, warehousing, and fulfillment. In such cases, the Company will store, repackage, and ship the Seller’s materials according to orders placed on the Platform. The Company is not liable for materials damaged during storage except to the extent caused by the Company’s gross negligence. Fees for managed fulfillment services are set forth in a separate Fulfillment Agreement.

6.5 Advertising License

By listing raw materials on the CM Marketplace, Sellers grant the Company a worldwide, non-exclusive, royalty-free license, for the duration of the Seller’s account and for ninety (90) days after its termination, to use, display, reproduce, and promote the Seller’s brand names, trademarks, trade names, logos, product images, and product descriptions for the purpose of advertising and marketing the Seller’s products and the CM Marketplace. This includes, without limitation, advertising through Google Ads, Google Shopping, Meta (Facebook/Instagram) advertising, LinkedIn advertising, email marketing, social media, the Company’s website, and any other marketing channels. Sellers represent and warrant that they have the authority to grant this license. The ninety-day post-termination period allows for the wind-down of active advertising campaigns.

6.6 Seller Payouts

Seller payouts are processed according to the payout schedule set forth in the Seller onboarding agreement. To the extent permitted by applicable law and the Seller’s agreements, the Company may withhold or set off payouts if there are unresolved disputes, suspected fraud, or violations of these Terms.

7. Raw Material Database and Indexing Rights

7.1 Platform Database

The Company maintains a comprehensive database of raw materials, ingredients, and related information sourced from publicly available data, industry publications, regulatory databases, and Seller-submitted listings. This database may include materials from vendors and manufacturers who are not registered Sellers on the Platform.

7.2 Indexing and Listing Rights

The Company reserves the right to index, catalog, and list any raw material in its database, including materials from vendors not on the Platform, for informational and reference purposes. Such listings may include ingredient names, INCI names, CAS numbers, general descriptions, technical specifications, and regulatory classifications.

7.3 Alternative Products

The Company reserves the right to display alternative, substitute, or comparable raw materials on any product listing page, including on listings submitted by Sellers. This feature is intended to provide Buyers with comprehensive options and is not an endorsement or recommendation of any particular product over another.

8. Data Privacy and Security

8.1 Data Collection

We collect and process personal data, usage data, formula data, and transaction data as necessary to operate the Platform. Our collection and use of personal data is governed by our separate Privacy Policy, which is incorporated into these Terms by reference.

8.2 Data Security

Our Platform runs on Google Cloud, where primary application data and uploaded files are stored with encryption at rest and protected in transit. Third-party subprocessors may process or retain limited data as described in our Privacy Policy and Data Processing Agreement. We implement commercially reasonable administrative, technical, and physical safeguards, including access controls and application and infrastructure logging.

8.3 Data Processing

When you invoke an AI-powered feature, we and our AI subprocessors, including OpenAI, process your prompts and selected formula context to provide the requested service. We do not use individual formula data for any purpose other than providing services to the formula owner and generating aggregated, de-identified insights as described in these Terms.

8.4 Data Retention

We retain account and formula data while your account is active and thereafter for a limited period as reasonably necessary to provide data export or account-recovery options, comply with legal obligations, resolve disputes, enforce agreements, prevent fraud, maintain security, and complete normal backup lifecycles. Data is then deleted or de-identified in accordance with our retention procedures, subject to legal holds and regulatory retention requirements. Aggregated, de-identified data derived before deletion may be retained indefinitely.

9. Intellectual Property

9.1 Platform IP

The Platform, including its software, AI configurations and workflows, algorithms, user interface, design, documentation, and all related intellectual property owned by the Company, is protected by applicable intellectual property laws. Third-party services and models remain the property of their respective owners. Nothing in these Terms grants you any right to the Company’s intellectual property except the limited license to use the Platform as provided herein.

9.2 User Content

You retain all rights to content you upload to the Platform, including formulas, documents, images, and other materials. You grant the Company a limited license to host, store, process, and display your content solely as necessary to provide the Platform services.

9.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Platform, you grant the Company a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation or attribution to you.

10. Prohibited Conduct

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Platform or its AI-powered features.
• Use the Platform to develop a competing product or service.
• Scrape, harvest, or extract data from the Platform using automated means.
• Attempt to circumvent security measures, access controls, or usage limits.
• Use the Platform for any illegal purpose or in violation of applicable laws or regulations.
• Upload malware, viruses, or any harmful code.
• Impersonate another person or entity.
• Interfere with or disrupt the Platform’s infrastructure or other users’ access.
• Use the Platform to transmit unsolicited commercial messages (spam).

11. Disclaimers and Limitation of Liability

11.1 Platform Provided “As Is”

The Platform is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2 AI Disclaimer

AI-generated recommendations, formula suggestions, and analyses are provided for informational purposes only and do not constitute professional advice. You are solely responsible for validating, testing, and ensuring the safety, efficacy, and regulatory compliance of any formulas or products developed using the Platform. The Company is not liable for any adverse outcomes resulting from reliance on AI-generated content.

11.3 Marketplace Disclaimer

The Company does not manufacture, inspect, or warrant the quality of raw materials sold through the CM Marketplace (except for materials fulfilled through the Company’s managed fulfillment service, which are inspected upon receipt). The Company is not responsible for the accuracy of Seller listings or the quality, safety, or regulatory compliance of raw materials purchased through the Marketplace.

11.4 Limitation of Liability

To the maximum extent permitted by law, the Company’s total aggregate liability for all claims arising from or related to these Terms or your use of the Platform shall not exceed the greater of (a) the total fees paid by you to the Company in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100). In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your use of the Platform, your violation of these Terms, your violation of any applicable law or regulation, any claims by third parties related to your formulas or products, and, for Sellers, any claims related to the materials listed or sold through the Marketplace.

13. Term and Termination

13.1 Term

These Terms become effective on the Effective Date stated above and remain in effect until terminated. For a User who first registers or uses the Platform after that date, these Terms become effective upon that first registration or use.

13.2 Termination by User

You may terminate your account at any time by contacting us. Termination does not relieve you of any obligations incurred prior to termination, including outstanding payments.

13.3 Termination by Company

We may suspend or terminate your account at any time, with or without cause, upon notice to you. We will provide thirty (30) days’ notice for terminations without cause. Terminations for cause (violations of these Terms) may be effective immediately.

13.4 Effect of Termination

Upon termination, your right to access the Platform ceases. For Formulators and CMs, you may request an export of your formula data within thirty (30) days of termination. For Sellers, pending orders must still be fulfilled, and payouts for completed orders will be processed according to the standard payout schedule minus any applicable fees, penalties, or offsets.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

14.2 Arbitration

Any dispute arising from these Terms or your use of the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under the rules and fee schedule applicable to the dispute. Qualifying consumer disputes will be governed by the AAA Consumer Arbitration Rules and Consumer Arbitration Fee Schedule, and business-to-business disputes will be governed by the AAA Commercial Arbitration Rules. Any in-person hearing will take place at a location determined under the applicable AAA rules and applicable law; business-to-business arbitrations may take place in Miami-Dade County, Florida. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

You agree that any disputes shall be resolved on an individual basis and not as part of any class, consolidated, or representative action.

14.4 Small Claims Exception

Either party may bring an individual action in small claims court if the dispute qualifies.

15. General Provisions

15.1 Amendments

We may modify these Terms at any time by posting updated Terms on the Platform and providing notice via email or in-app notification. Material changes will be communicated at least thirty (30) days before they take effect. Continued use of the Platform after changes take effect constitutes acceptance of the modified Terms.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Entire Agreement

These Terms, together with our Privacy Policy, the Data Processing Agreement where applicable, and any applicable Seller or Fulfillment Agreements, constitute the entire agreement between you and the Company regarding the Platform.

15.4 No Waiver

The Company’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

15.5 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. The Company may assign its rights and obligations under these Terms without restriction.

15.6 Force Majeure

The Company shall not be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, labor disputes, utility failures, or cyberattacks.

15.7 Contact Information

For questions about these Terms, contact us at:

CM Studio, LLC
Email: support@cmstudioplus.com
Address: 1213 S 30th Ave, Hollywood, FL 33020

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.