Terms of Service

Gearbox Studios, Inc. DBA Specialty Toys Network (STN)
Effective Date: 3/15/2026

Overview

These Terms of Service (“Terms”) govern all services provided by Gearbox Studios, Inc., DBA Specialty Toys Network (“STN”), located at:

Gearbox Studios, Inc.
410 NE 3rd Street
McMinnville, OR 97128

By engaging STN for services, the client (“Client”) agrees to these Terms.

Services Provided

STN provides a range of services including, but not limited to:

• website design and development
• eCommerce setup and support
• product data services, including Retail Portal, Vendor Portal, and Product Database Hub
• hosting and email services
• consulting, training, and support

All services are provided on a best-effort basis and may depend on third-party systems.

Service Rates and Billing

Service rates are governed by the Gearbox Studios / STN Service Rates in effect at the time services are performed.

• Standard hourly rates apply unless otherwise specified
• Prepaid service hours are non-refundable, non-transferable, and do not expire
• Time is tracked and logged against all service work

STN reserves the right to update service rates and pricing at any time. When practical, notice may be provided, but is not guaranteed.

Support and Billable Work

All support, troubleshooting, consulting, and development work is billable unless explicitly included within a subscription plan.

Support time includes, but is not limited to:

• investigation and research
• troubleshooting and debugging
• communication with Client
• coordination with third parties
• configuration and implementation

Time spent diagnosing issues is billable regardless of outcome.

Subscription Services and Cancellation

STN offers recurring subscription services, including hosting, Retail Portal access, email services, and related tools.

• Subscription services renew automatically
• Fees are non-refundable and not prorated
• Services remain active through the end of the paid billing period

Cancellation

• STN eCommerce hosting requires 30 days’ notice
• Retail Portal services require a minimum commitment period, typically 6 months, after which services continue month-to-month

If Retail Portal services are cancelled:

• Reinstatement requires a new onboarding period and applicable setup fee, currently $350
• Clients may not cycle subscriptions on and off to reduce fees

STN does not provide migration or export assistance for accounts that are being terminated or closed, unless separately contracted as a paid service.

Late Payments

STN reserves the right to charge a $45 late fee per occurrence.

STN aims to be flexible with occasional late payments. However:

• repeated late payments may result in enforcement of late fees
• accounts more than 30 days past due may be suspended at STN’s discretion
• ongoing patterns of late payment may result in service termination

Retail Portal and Vendor Portal Data Terms

STN provides access to product data through its systems, including Retail Portal and Vendor Portal.

Nature of Data

STN acts as a data facilitation and delivery service. Product data originates from vendors, retailers, and other sources. STN may enhance, format, standardize, and restructure data for usability and improved retail presentation.

Ownership of original product data remains with the original source.

Retail Portal Commitment

Retail Portal services require a minimum commitment period, typically six (6) months, beginning at the time of activation.

This commitment is enforceable regardless of actual usage. Clients remain responsible for the full commitment period even if services are used minimally or discontinued prior to the end of the term.

After the initial commitment period, services continue on a month-to-month basis unless cancelled with appropriate notice.

Clients may not downgrade, suspend, or otherwise modify service levels in a manner intended to avoid standard subscription fees while continuing to benefit from STN data services.

Data Usage and Retailer Responsibilities

Clients agree that:

• they maintain valid wholesale relationships with vendors
• they have permission, whether explicit or implied, to use vendor product data
• they will comply with all vendor-imposed restrictions

Clients are solely responsible for:

• verifying accuracy of product data
• ensuring compliance with vendor agreements
• reviewing all content before publishing
• using only product data they are permitted to use

STN is not responsible for misuse of product data by Clients.

Vendor Restrictions and Access Control

Some product data may be restricted by vendors.

In such cases:

• Clients must provide proof of a valid wholesale relationship
• STN may restrict or revoke access based on vendor requirements

STN acts as a facilitator and does not guarantee access to all vendor data.

Sales Channel Responsibilities

STN product data systems are designed to support each participating retailer’s primary, individually branded website. These websites promote the retailer’s physical store location, values, and community presence, and typically operate as full eCommerce platforms.

STN currently provides integrations with supported platforms including STN eCommerce, Shopify, WordPress, WordPress with WooCommerce, and BigCommerce.

Product data provided through STN is intended for use on the retailer’s own website as part of their direct retail operations.

Vendors acknowledge that retailers are responsible for complying with vendor agreements regarding where products may be sold.

STN does not monitor, control, or enforce downstream usage of product data.

Pricing and Product Data

STN may include product pricing information, including cost and MSRP, as part of its data services. This information is provided strictly as a reference to assist retailers in organizing and filtering product data.

STN does not set, control, or enforce retail pricing.

Each retailer is solely responsible for:

• setting their own retail pricing
• complying with vendor MAP, MAPP, or other pricing policies
• managing discounts, promotions, and pricing strategies

Pricing displayed on retailer websites is controlled by the retailer’s own systems, typically through POS integrations or eCommerce platform settings.

STN is not responsible for pricing inaccuracies, vendor policy violations, or any pricing decisions made by retailers.

Third-Party Services

STN services may integrate with third-party providers including, but not limited to:

• Shopify
• BigCommerce
• WordPress plugins
• payment gateways
• shipping platforms

Clients are responsible for maintaining their own third-party accounts.

STN is not liable for:

• pricing changes
• outages or downtime
• feature changes
• API or integration failures

Plugin Maintenance Pro (WordPress)

Plugin Maintenance Pro is an optional subscription service available for WordPress websites hosted or maintained by Gearbox Studios, Inc. DBA Specialty Toys Network (“STN”).

The service is billed at $15 per month and provides up to 30 minutes of plugin maintenance per calendar month.

Scope of Service

Plugin Maintenance Pro includes routine review and maintenance of WordPress plugins installed on the client’s website, including:

• reviewing installed plugins
• applying routine plugin updates when appropriate
• monitoring for known high-impact vulnerabilities where security tools such as Wordfence are installed
• updating STN-installed or client-installed plugins where updates are considered stable and appropriate

STN may choose to delay or defer certain updates if they appear to introduce compatibility risks, require testing beyond the included maintenance time, or may negatively impact site stability.

Included Time

Up to 30 minutes of maintenance time per month is included.

Unused time does not accumulate or carry forward to future months.

Work Exceeding Included Time

If plugin conflicts, compatibility issues, troubleshooting, or repairs require more than the included 30 minutes, additional time may be billed at STN’s current hourly service rates.

STN may, at its discretion, allow minor flexibility where issues can be resolved quickly. Such flexibility is not guaranteed.

Limitations of Service

Plugin Maintenance Pro is limited to routine plugin update management and does not include:

• plugin configuration changes
• website development
• plugin customization
• theme modifications
• major compatibility troubleshooting
• site recovery or repair following update failures

Such services may be provided separately and billed at standard service rates.

Plugin Compatibility

Due to the wide variety of WordPress plugins and hosting environments, STN cannot guarantee compatibility between all plugins, themes, or WordPress versions.

Clients are responsible for maintaining active licenses for any premium plugins used on their website.

Backups and Site Stability

While STN will exercise reasonable care when performing updates, STN is not responsible for failures caused by third-party plugin updates or incompatibilities. Clients are responsible for maintaining appropriate website backups.

Intellectual Property

STN retains ownership of:

• Retail Portal, Vendor Portal, and Product Database Hub systems
• proprietary tools, integrations, and processes
• custom-developed systems unless otherwise agreed in writing

Clients retain ownership of their business data and website content to the extent they have rights to it.

Backups and Data Responsibility

Clients are responsible for maintaining backups of their website and data.

STN is not responsible for data loss resulting from:

• third-party failures
• plugin conflicts
• user error
• system changes outside STN control

Limitation of Liability

STN shall not be liable for:

• data inaccuracies or omissions
• loss of revenue or business interruption
• third-party system failures
• misuse of product data

All services are provided “as is” without warranties of any kind.

Dispute Resolution

Disputes shall first be addressed through good-faith communication.

If unresolved, disputes shall be resolved through binding arbitration in Yamhill County, Oregon.

STN reserves the right to pursue legal action for unpaid invoices, intellectual property violations, or unauthorized system use.

Termination of Services

STN may suspend or terminate services for:

• non-payment
• misuse of services
• violation of these Terms

Upon termination:

• access to STN systems may be revoked
• no migration or export assistance is provided unless separately contracted

Changes to Terms

STN reserves the right to update these Terms at any time.

Updated Terms may be posted on STN websites or otherwise communicated.

Continued use of services constitutes acceptance of updated Terms.