1. 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 to these terms and conditions. If you do not agree to these terms, you must discontinue use of Warloom services immediately.

2. Venture Studio Scope of Services

Warloom operates as a Venture Studio and operational infrastructure provider. Our services include, but are not limited to:

• Digital Architecture: Development of e-commerce storefronts, headless applications, and internal software tools.
• Brand Systems: Visual identity, packaging design, and creative direction.
• Supply Chain Management: Sourcing, vendor negotiation, and 3PL integration.
• Strategic Consulting: Go-to-market strategy and revenue engineering.

Specific deliverables, timelines, and milestones will be defined in individual Statements of Work (SOW) or Master Services Agreements (MSA), which shall supersede these general terms in the event of a conflict.

3. Intellectual Property (IP) Rights

3.1 Client Ownership: Upon full payment of all fees, The Client shall retain 100% ownership of all "Final Deliverables," including logos, brand assets, product designs, and specific code written exclusively for The Client.

3.2 Warloom Background IP: The Company retains ownership of all "Background Technology," including but not limited to: internal frameworks, code libraries, Warloom Engine templates, AI models (Looma), and pre-existing manufacturing vendor lists used to create the Final Deliverables. The Client is granted a perpetual, non-exclusive, royalty-free license to use this Background Technology solely as part of the Final Deliverables.

4. Payment, Retainers, and Net-Terms

Unless otherwise specified in an SOW, all project fees require a 50% deposit prior to the commencement of work. The remaining balance is due upon project completion or prior to the transfer of final assets.

4.1 Late Payments: Invoices not paid within the agreed terms (Net-15 or Net-30) will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law.

4.2 Pause of Service: Warloom reserves the right to suspend all services, including hosting and manufacturing coordination, if payments are more than 14 days overdue.

5. Manufacturing & Supply Chain Risks

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

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

5.2 Quality Assurance: While Warloom implements QA protocols, The Client acknowledges that minor variations in manufacturing (color, stitching, material tolerance) are industry standard. Returns or defects exceeding 3% of total inventory volume will be handled according to the specific manufacturer's defect policy.

6. AI Usage & Data Processing

Warloom utilizes proprietary Artificial Intelligence (Looma) and third-party LLMs (OpenAI, Anthropic) to accelerate development and strategy.

By using our services, you acknowledge that non-sensitive project data may be processed by these models for optimization purposes. Warloom agrees not to use Client's confidential trade secrets or proprietary customer data to train public models without explicit written consent.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WARLOOM VENTURE STUDIO, ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.

THE TOTAL LIABILITY OF WARLOOM FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO WARLOOM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Termination

Either party may terminate a service agreement with 30 days' written notice. In the event of termination:

• The Client shall pay for all work completed up to the termination date.
• Warloom shall deliver all work-in-progress assets upon receipt of final payment.
• All confidentiality obligations (NDAs) shall survive the termination of this agreement.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under these terms shall be resolved through binding arbitration.