01 Acceptance of Terms

By accessing the Warloom website, utilizing the Looma AI interface, or engaging Warloom Venture Studio ("The Company") for services, you ("The Client") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement governing the relationship between The Client and The Company.

If you are entering into this agreement on behalf of a legal entity, you represent that you have the authority to bind such entity. If you do not agree, discontinue use of Warloom services immediately.

02 Venture Studio Scope

Warloom operates as a Venture Studio and operational infrastructure provider. Our core infrastructure includes:

• Digital Architecture: E-commerce storefronts, headless applications, and internal software automation.
• Brand Systems: Visual identity, packaging systems, and creative engineering.
• Supply Chain Management: Global sourcing, vendor negotiation, and 3PL integration.
• Strategic Growth: Go-to-market engineering and revenue modeling.

Specific deliverables and milestones will be defined in individual Statements of Work (SOW), which supersede these general terms.

03 Intellectual Property

3.1 Client Ownership: Upon satisfaction of all financial obligations, The Client retains 100% ownership of "Final Deliverables," including brand assets, unique codebases, and product designs created exclusively for The Client.

3.2 Background IP: The Company retains ownership of all "Background Technology," including internal frameworks, code libraries, Warloom Engine templates, and Looma AI models. The Client is granted a perpetual, non-exclusive license to use this technology as part of the Final Deliverables.

04 Payment Architecture

Standard engagement requires a 50% deposit prior to commencement. Remaining balances are due upon project completion or prior to asset transfer.

4.1 Late Payments: Invoices exceeding Net-15 terms accrue interest at 1.5% per month. Warloom reserves the right to suspend infrastructure hosting or manufacturing coordination if payments are more than 14 days overdue.

05 Logistics & Supply Chain

Warloom acts as an intermediary for manufacturing and logistics. While we vet our network extensively:

5.1 Force Majeure: Warloom is not liable for delays caused by global pandemics, port strikes, customs holds, or geopolitical friction.

5.2 Quality Variance: Client acknowledges that minor variations in manufacturing (color/material tolerance) are industry standard. Defects exceeding 3% of total inventory will be handled per specific factory defect policies.

06 AI & Data Privacy

Warloom utilizes Looma Intelligence and third-party LLMs to accelerate development. By using our services, you acknowledge that non-sensitive metadata may be processed for optimization. Warloom agrees not to use Client's confidential trade secrets to train public models.

07 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WARLOOM VENTURE STUDIO BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO WARLOOM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.