Terms of Service

THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between Omora Labs Lda, a limited liability company, organized under the laws of Portugal ("Omora") and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of Omora Labs website: www.omoralabs.com (the "Website") and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client's use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Omora shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Omora for services rendered shall remain and continue to be an ongoing obligation owed by Client to Omora.

1. Website and Content Rights

Unless otherwise indicated, the Website is the property of Omora and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the "Content") and the trademarks, service marks, and logos contained there (the "Marks") are owned and controlled by Omora and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided "As-Is" for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Omora's express prior written permission. Omora reserves all rights in the Website, Content and Marks.

2. Intellectual Property and Ownership

2.1 Client Ownership of Deliverables. Subject to Section 2.3 below, Client shall own all right, title, and interest in and to the Deliverables created by Omora specifically for Client under a SOW ("Client Deliverables"), including all intellectual property rights therein. Omora hereby assigns to Client all right, title, and interest in and to the Client Deliverables upon Client's full payment of all Fees associated with such Deliverables. Client warrants that any materials provided to Omora for use in the Services are owned by Client or properly licensed, and do not infringe on or misappropriate any third party's rights. 2.2 Omora's Retained Rights. Notwithstanding Section 2.1, Omora retains all right, title, and interest in and to: (a) all pre-existing intellectual property, methodologies, frameworks, templates, tools, processes, and know-how owned by or licensed to Omora prior to or independent of this Agreement ("Omora IP"); (b) any general knowledge, skills, experience, ideas, concepts, and techniques acquired or developed during the performance of Services; and (c) any modifications, improvements, or derivative works of Omora IP, even if created during performance of Services for Client. Client acknowledges that Omora may reuse its methodologies, frameworks, and general approaches across multiple clients. 2.3 License to Omora IP. To the extent any Omora IP is incorporated into or necessary for Client's use of the Client Deliverables, Omora grants to Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Omora IP solely as incorporated in the Client Deliverables and solely for Client's internal business purposes. Client may not extract, separate, or use Omora IP independently from the Client Deliverables, or license, sell, or transfer Omora IP to third parties. 2.4 Third-Party Materials. Client Deliverables may incorporate or require third-party software, data, or materials ("Third-Party Materials"). Unless otherwise specified in a SOW, Client is responsible for obtaining any necessary licenses or rights to use Third-Party Materials. Omora makes no representations or warranties regarding Third-Party Materials and assumes no liability for Client's use thereof.

3. User Representations

By using the Website, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will not access the Website through automated or non-human means; Client will not use the Website for any illegal or unauthorized purpose; Client's use of the Website will not violate any applicable law or regulation.

4. Services and Statement of Work

4.1 Services. Omora provides finance infrastructure consulting services, financial modeling solutions, and related professional services (collectively, "Services") to Client as specified in one or more statements of work, order forms, or project proposals agreed to by the parties that reference this Agreement ("Statement of Work" or "SOW"). Each SOW will describe the specific Services to be provided, deliverables, timeline, fees, and any project-specific terms. Use of and access to Services is permitted only by individuals authorized by Client and for Client's own internal business purposes. 4.2 Statement of Work Requirements. Each SOW must include: (a) detailed scope of Services; (b) specific deliverables to be provided by Omora ("Deliverables"); (c) project timeline and milestones; (d) fees and payment terms; and (e) acceptance criteria for Deliverables. SOWs become effective upon execution by authorized representatives of both parties. In the event of any conflict between this Agreement and a SOW, the SOW will control solely with respect to that specific project. 4.3 Change Orders. Either party may request changes to the scope, timeline, or deliverables of a SOW. All changes must be documented in writing and signed by both parties before Omora proceeds with the changed scope ("Change Order"). Omora will provide Client with a written estimate of any additional fees and timeline adjustments associated with requested changes. Client acknowledges that scope changes may impact project timelines and fees. 4.4 Acceptance of Deliverables. Client will have five (5) business days from receipt of each Deliverable to review and either (a) accept the Deliverable in writing, or (b) reject the Deliverable in writing with specific, detailed reasons for rejection. If Client does not respond within the acceptance period, the Deliverable will be deemed accepted. If Client rejects a Deliverable, Omora will have ten (10) business days to revise and resubmit the Deliverable to address the specific issues raised. This process may repeat once; thereafter, if the parties cannot agree on acceptance, either party may terminate the applicable SOW in accordance with Section 5. 4.5 Client Cooperation. Client acknowledges that timely delivery of Services depends on Client's cooperation, including: (a) providing timely feedback and approvals; (b) providing access to necessary systems, data, and personnel; (c) providing accurate and complete information and materials; and (d) designating authorized representatives for decision-making. Delays caused by Client's failure to fulfill these obligations may result in adjustments to project timelines and fees. Omora will not be liable for delays or failures in performance resulting from Client's failure to meet its obligations under this Section.

5. Term and Termination

5.1 Agreement Term. This Agreement commences on the date Client first accepts these Terms of Use and continues in effect until terminated in accordance with this Section 5 ("Term"). The Agreement will remain in effect across multiple SOWs and will continue between projects unless terminated by either party as provided herein. 5.2 SOW Term. Each SOW will specify its own term, including start date, end date or milestones, and any renewal provisions. Each SOW may be terminated independently without terminating this Agreement or other active SOWs, unless otherwise specified. 5.3 Termination for Cause. Either party may terminate this Agreement or any SOW upon written notice if the other party materially breaches this Agreement or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Omora may immediately suspend or terminate Services if Client fails to pay undisputed Fees when due. 5.4 Termination for Convenience. Client may terminate any SOW for convenience upon thirty (30) days' prior written notice to Omora. In such event, Client will pay (a) all Fees for Services performed and Deliverables provided through the effective date of termination; (b) all expenses incurred through the effective date of termination; and (c) any termination fees specified in the applicable SOW. If no termination fee is specified in the SOW, Client will pay fifty percent (50%) of the Fees that would have been due for the remainder of the SOW term or project. 5.5 Effect of Termination. Upon termination of this Agreement or any SOW: (a) all rights and licenses granted to Client under the terminated SOW will immediately cease; (b) Client will immediately pay all outstanding Fees and expenses incurred through the effective date of termination; (c) Omora will deliver to Client all completed Deliverables and, at Client's request and expense, work-in-progress in its then-current state; (d) each party will return or destroy Confidential Information of the other party as provided in Section 14; and (e) termination will not relieve Client of its obligation to pay Fees for Services performed prior to termination. 5.6 Survival. The following sections will survive any termination or expiration of this Agreement: Intellectual Property Rights (Section 1), Ownership of Materials (Section 2), Payment Obligations (Section 6), Limitation of Liability (Section 21), User Data (Section 22), Confidentiality (Section 14), and any other provisions that by their nature should survive termination.

6. Payment Terms

6.1 Fees and Payment Schedule. Client will pay Omora the fees specified in the applicable SOW ("Fees"). Payment schedule, structure (milestone-based, fixed fee, or retainer), and any required deposits will be as set forth in each SOW. All Fees are stated and payable in the currency specified in the SOW or, if no currency is specified, in Euros (EUR). All Fees are exclusive of taxes. 6.2 Payment Due Date. Unless otherwise specified in the SOW, all invoices are due and payable within fifteen (15) days of the invoice date ("Net 15"). Omora will invoice Client according to the payment schedule set forth in the applicable SOW. 6.3 Late Payment. If Client fails to pay any undisputed Fees when due, Omora may charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower). If payment is more than fifteen (15) days overdue, Omora may, in addition to any other rights or remedies, suspend performance of Services under the applicable SOW until all overdue amounts are paid in full. Such suspension will not relieve Client of its obligation to pay all Fees due. 6.4 Expenses. Unless otherwise specified in the SOW, Fees do not include out-of-pocket expenses such as travel, accommodation, third-party software licenses, data providers, or other services required to perform the Services. Client will reimburse Omora for all reasonable, pre-approved expenses incurred in connection with the Services, with supporting documentation provided upon request. 6.5 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added tax (VAT), sales tax, use tax, or withholding tax (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder, except for taxes based on Omora's income, property, or employees. If Omora has a legal obligation to pay or collect Taxes for which Client is responsible, Omora will invoice Client for such amount and Client will pay that amount unless Client provides Omora with a valid tax exemption certificate. 6.6 Non-Refundable. Except as expressly stated in this Agreement or an applicable SOW, all Fees are non-cancellable and non-refundable. Client acknowledges that Omora dedicates resources and makes commitments to third parties in reliance on Client's payment obligations.

7 Statement of Work Process

7.1 SOW Execution. All Services will be performed pursuant to a SOW executed by authorized representatives of both parties. Each SOW will reference and incorporate this Agreement and will specify: (a) detailed description of Services to be performed; (b) specific Deliverables; (c) project timeline, milestones, and deadlines; (d) total Fees and payment schedule; (e) acceptance criteria; and (f) any project-specific terms, deliverables, or requirements. SOWs may be executed via electronic signature, email acceptance, or Client's acceptance of a written proposal from Omora that references this Agreement. 7.2 Order of Precedence. In the event of any conflict or inconsistency between this Agreement and a SOW, the following order of precedence will apply: (1) the specific terms of the applicable SOW; (2) this Agreement; (3) any other documents referenced in the SOW or this Agreement. Notwithstanding the foregoing, no SOW may reduce or limit Omora's rights or protections under Sections 2 (Intellectual Property and Ownership), 14 (Confidentiality), 21 (Limitation of Liability), or any payment obligations. 7.3 Multiple SOWs. Client and Omora may execute multiple SOWs under this Agreement. Each SOW will be treated as a separate agreement for purposes of performance, payment, and termination. Termination of one SOW will not affect any other active SOW unless otherwise specified in writing.

8. Warranties and Disclaimers

8.1 Omora's Warranties. Omora represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner in accordance with industry standards; (b) the Deliverables will materially conform to the specifications set forth in the applicable SOW; (c) it has the necessary skills, qualifications, and resources to perform the Services; and (d) to its knowledge, the Deliverables created by Omora (excluding any Client-provided materials or third-party tools) will not infringe any third-party intellectual property rights. Client's sole remedy for breach of the warranties in this Section 8.1 is for Omora to re-perform the non-conforming Services at no additional cost to Client. 8.2 Client Warranties. Client represents and warrants that: (a) it has the legal capacity and authority to enter into this Agreement; (b) all information, data, and materials provided to Omora are accurate, complete, and do not infringe any third-party rights; (c) it owns or has the right to use and provide to Omora all Client-provided materials; and (d) its use of the Services and Deliverables will comply with all applicable laws and regulations. 8.3 Third-Party Tools and Recommendations Disclaimer. Client acknowledges that Omora may recommend or utilize third-party software, platforms, data providers, or services in connection with the Services ("Third-Party Tools"). OMORA MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THIRD-PARTY TOOLS AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR THIRD-PARTY TOOLS. Client is solely responsible for evaluating, selecting, procuring, and using any Third-Party Tools, and any use of Third-Party Tools is at Client's own risk. Omora's responsibility is limited to the professional manner in which it integrates or implements such Third-Party Tools as specified in the SOW. 8.4 Implementation Disclaimer. Omora's Services may include recommendations, models, analyses, or plans that require implementation by Client or third parties. OMORA IS NOT RESPONSIBLE FOR CLIENT'S IMPLEMENTATION OF DELIVERABLES OR RECOMMENDATIONS. Client is solely responsible for testing, validating, and implementing any Deliverables in its own environment. Omora's warranties extend only to the quality and accuracy of the Deliverables as delivered, not to results achieved through Client's implementation. 8.5 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES, DELIVERABLES, WEBSITE, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. OMORA EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OMORA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Prohibited Activities

Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Omora on behalf of the Client. Further, Client agrees to refrain from the following: Make any unauthorized use of the Website;Retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable, or otherwise interfere with security-related features on the Website; Engage in unauthorized framing or linking of the Website; Trick, defraud or mislead Omora or other users; Interfere with, disrupt or create an undue burden on the Website or Omora's networks or servers; Use the Website in an effort to compete with Omora; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any of Omora's employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website's softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party's use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm Omora; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

10. Client Feedback

Client may from time to time provide suggestions, comments, or feedback regarding Omora's business, services, methodologies, or potential product offerings ("Feedback"). For the avoidance of doubt, Feedback does not include Client Data, Confidential Information, or any materials related to specific SOWs or Client Deliverables. Omora may incorporate Feedback into its services or future products. Client hereby grants to Omora a perpetual, irrevocable, worldwide, royalty-free, fully transferable and sublicensable right and license to use, implement, and commercialize any Feedback without compensation or attribution to Client.

11. Management and Oversight

Omora reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Omora further reserves the right to restrict or deny access to the Website or disable the Client's use of the Website. Such decision shall be in the sole discretion of Omora, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Omora and shall be designed to protect Omora's rights and property.

12. Force Majeure

Neither party will be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, strikes, labor disputes, epidemics, pandemics, government actions or restrictions, failure of telecommunications or internet services, or failure of third-party service providers ("Force Majeure Event"). The affected party will promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected SOW upon written notice to the other party without liability, except that Client remains obligated to pay for all Services performed and expenses incurred prior to termination.

13. Privacy Policy

By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website may not be hosted in your country or location. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of your country of origin which govern personal data collection, use or disclosure. Client's continued use of the Website and transfer of data constitutes express consent of Client to the transfer and processing of data. Omora does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States' Children's Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Omora without parental consent, Omora shall delete that information as soon as reasonably practical.

14. Confidentiality

14.1 Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Omora's Confidential Information includes the methodologies, processes, frameworks, tools, pricing, and business practices used in performing the Services. Client's Confidential Information includes all financial data, business information, strategic plans, customer data, employee information, and any other non-public information relating to Client's business ("Client Data"). The terms of this Agreement and all SOWs are the Confidential Information of both parties. 14.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance to contest such disclosure. 14.3 Obligations. The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information. 14.4 Return or Destruction. Upon termination of this Agreement or a SOW, or upon request by the Disclosing Party, the Receiving Party will promptly return or destroy (at the Disclosing Party's election) all Confidential Information in its possession or control, including all copies, notes, and derivative works, except that: (a) the Receiving Party may retain one archival copy for legal compliance purposes, subject to ongoing confidentiality obligations; and (b) Confidential Information stored in automatic backup systems may be retained until such systems are purged in the ordinary course of business. 14.5 Duration. The obligations set forth in this Section 14 will survive for three (3) years following termination or expiration of this Agreement, except that obligations relating to trade secrets will continue for as long as such information remains a trade secret under applicable law.

15. Returns and Refunds

Omora does not provide refunds for Services already performed or Deliverables already provided to Client. In the event of early termination of a SOW by Client, Client will pay Omora for all Services performed and expenses incurred through the date of termination, plus any termination fees specified in the applicable SOW. If a SOW is terminated by Omora due to Client's material breach, Client will pay all Fees remaining for the duration of the applicable SOW or project term, as specified in the SOW.

16. Modification

Omora reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Omora reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.

17. Connection Interruptions

Omora does not guaranty or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Omora's control. Client agrees that Omora shall not be liable to Client for any loss, damage or inconvenience caused by Client's inability to access or use the Website during any interruption in the connection or service.

18. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the Portugal without regard to conflict of law principals.

19. Dispute Resolution

19.1 Informal Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or any SOW, the parties agree to first attempt to resolve the dispute through good faith negotiations between senior representatives of each party with authority to settle the dispute. 19.2 Mediation. If the parties are unable to resolve the dispute through informal negotiations within thirty (30) days, either party may initiate non-binding mediation by providing written notice to the other party. The parties will jointly select a mediator and will share equally the costs of mediation. The mediation will be conducted in Lisbon, Portugal (or remotely via videoconference if both parties agree). Each party will bear its own attorneys' fees and costs associated with mediation. Either party may terminate mediation at any time after one mediation session. 19.3 Litigation. If the dispute is not resolved through mediation within sixty (60) days of initiation (or if either party declines to participate in mediation), either party may pursue resolution through litigation. Any legal action of whatever nature shall be brought exclusively in the courts of the District of Lisbon, Portugal, without prejudice to any mandatory rules of jurisdiction under Portuguese law. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from this Agreement. 19.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information without first engaging in informal resolution or mediation.

20. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OMORA WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT FOR THE SERVICE THAT IS OR THE PROFESSIONAL SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

21. User Data

Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Omora shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Omora from any such loss or corruption.

22. Electronic communications, transactions and signatures

Client hereby consents to receive electronic communications from Omora and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Omora or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

23. Assignment and Subcontractors

23.1 Subcontractors. Omora may use employees, independent contractors, or subcontractors to perform all or any portion of the Services, provided that Omora remains fully responsible for the performance of such subcontractors and their compliance with this Agreement. All subcontractors will be bound by confidentiality and other obligations at least as protective as those set forth in this Agreement. 23.2 Assignment by Client. Client may not assign, transfer, delegate, or otherwise dispose of this Agreement or any SOW, whether voluntarily or by operation of law, without the prior written consent of Omora (not to be unreasonably withheld). Any purported assignment in violation of this Section is void. 23.3 Assignment by Omora. Omora may assign this Agreement and all SOWs, in whole or in part, without Client's consent: (a) to an affiliate or subsidiary; (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Omora's assets or business; or (c) to a successor entity. Omora will provide Client with written notice of any such assignment. 23.4 Binding on Successors. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

24. Showcasing Client Work

Omora may identify Client as a client and use Client's name, logo, and general description of Services provided in Omora's marketing materials, website, case studies, and promotional channels, unless Client objects in writing. Omora will not disclose any Confidential Information (as defined in Section 14) or specific details of Client's business, financial data, or project results without Client's prior written consent. Client may request at any time that Omora remove Client's name and materials from Omora's marketing channels, and Omora will comply within thirty (30) days of such request.

25. Miscellaneous

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Omora. Failure of Omora to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Omora.

26. Contact Information

For any questions or complaints regarding the Website, please contact Omora at: legal@omoralabs.com.