Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Nomu platform, websites, applications, tools, AI-powered features, sourcing services, manufacturing coordination services, logistics services, payment services, and related services (collectively, the “Services”).

The Services are provided by Nomu Labs Ltd, a company incorporated in the British Virgin Islands, with its registered office at Asia Leading Chambers, Road Town, Tortola, VG1110, British Virgin Islands (“Nomu”, “we”, “us”, or “our”).

You can contact us at help@nomu.store.

By creating an account, accessing the Services, submitting a product brief, approving a quote, connecting a digital wallet, making a payment, placing an order, or otherwise using Nomu, you agree to these Terms.

If you use Nomu on behalf of a company, organization, brand, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and “you” refers to both you personally and that entity, jointly and severally.

Section 32 (Arbitration) requires most disputes to be resolved by binding individual arbitration and waives your right to participate in a class action. Section 34 limits our liability. Please read them carefully.

1. The Nomu Platform

Nomu provides software, tools, and operational services designed to help businesses create, source, manufacture, manage, pay for, and deliver physical products.

Depending on the features available to you, the Services may include:

• AI-assisted and automated product creation workflows;
• custom product sourcing briefs and apparel creation workflows;
• supplier identification, qualification, and sourcing;
• manufacturing coordination;
• product specifications and technical documentation;
• communication with the Nomu team;
• production, sample, and quality-control workflows;
• quotations, invoicing, and payment management, including digital-asset payment rails;
• fulfillment, warehousing, and logistics coordination;
• shipment and order tracking;
• file, image, artwork, and document management;
• AI-powered assistance through Ask Nomu;
• and other commerce, sourcing, manufacturing, supply-chain, and payment services made available by Nomu.

The availability and functionality of the Services may change over time. Nomu may introduce, modify, replace, limit, or discontinue any feature at any time.

1.1 Nomu’s role

Nomu is a technology and coordination platform. Nomu is not a manufacturer, factory, freight forwarder, customs broker, bank, money transmitter, investment platform, or legal, tax, customs, or regulatory adviser.

Depending on the order, Nomu may act either:

• as coordinator, facilitating a relationship between you and one or more independent third-party suppliers; or
• as contracting party, where Nomu expressly issues the quotation or invoice in its own name as principal.

The applicable quotation, invoice, or order confirmation will determine Nomu’s role for that order. Where Nomu acts as coordinator, the supplier — not Nomu — is responsible for manufacturing performance, and Nomu’s obligations are limited to using commercially reasonable efforts in selecting and coordinating that supplier.

Nothing in these Terms creates a partnership, joint venture, franchise, employment, or exclusive relationship between you and Nomu.

2. Business Use Only — No Consumer Sales

The Services are offered exclusively to businesses, brands, organizations, and individuals acting in a professional or commercial capacity. The Services are not offered to consumers, and are not intended for personal, family, or household purposes.

By using the Services, you represent and warrant that:

• you are acting for purposes relating to your trade, business, craft, or profession;
• you are at least 18 years old, or the age of legal capacity in your jurisdiction if higher;
• you are legally capable of entering into a binding agreement; and
• you are not using the Services as a consumer under any applicable consumer protection legislation.

You agree that consumer protection statutes, including statutory rights of withdrawal, cooling-off periods, and consumer distance-selling rules, do not apply to your use of the Services. Nomu may refuse or terminate any account it reasonably believes to be operated by a consumer.

You are responsible for ensuring that your use of Nomu and any products you create, manufacture, sell, import, export, market, or distribute comply with all applicable laws and regulations.

3. Your Account, Verification and Security

You are responsible for:

• providing accurate, complete, and current information;
• maintaining the security of your account, credentials, API keys, and any connected digital wallet;
• managing members of your organization and the permissions granted to them;
• and all activity performed through your account, whether or not authorized by you.

You must promptly notify Nomu at help@nomu.store if you believe your account, credentials, or wallet have been compromised. Nomu is not liable for losses arising from unauthorized access to your account except to the extent caused by Nomu’s own gross negligence or willful misconduct.

Where multiple users have access to an organization account, you are responsible for ensuring that each person has appropriate authority. Nomu may conclusively rely on any action, instruction, approval, confirmation, signature, or payment authorization submitted through your account, or from any wallet or email address associated with your account, as authorized by you.

3.1 Identity verification, KYC/KYB and sanctions

Nomu may, at any time and as a condition of providing the Services, require verification information including corporate registration documents, beneficial ownership information, identification documents, proof of address, source-of-funds information, tax identification numbers, and wallet ownership attestations.

You represent and warrant, on a continuing basis, that neither you, your entity, your beneficial owners, your directors, nor any wallet you use:

• is subject to sanctions administered by the United Nations, the United States (including OFAC), the United Kingdom, the European Union, or any other applicable authority;
• is located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction;
• is acting on behalf of, or for the benefit of, any sanctioned person or entity; and
• is using the Services to facilitate money laundering, terrorist financing, sanctions evasion, or any other unlawful activity.

Nomu may screen accounts, counterparties, transactions, and blockchain addresses against sanctions lists and risk-scoring tools, and may refuse, delay, freeze, reverse where technically possible, or decline to return any payment, and suspend or terminate any account, where it reasonably believes doing so is necessary to comply with applicable law or its own compliance obligations. Nomu is not liable for any loss resulting from such action.

4. Ask Nomu and AI-Powered Features

Nomu may provide AI-powered functionality through Ask Nomu and other features throughout the platform.

AI-powered functionality may use context available within your account, including product information, specifications, conversations, previous selections and decisions, uploaded files, artwork, images, product briefs, quotes, workflow status, questions from the Nomu team, and other information reasonably relevant to your request.

4.1 Actions performed by Ask Nomu

Ask Nomu may perform actions within the Nomu interface on your behalf, including completing or modifying product information and specifications, selecting product options, updating sourcing briefs, navigating workflows, creating or updating drafts and artifacts, preparing or answering messages, summarizing information, changing interface selections, and other actions made available through the Services.

You remain solely responsible for reviewing all material information and decisions relating to your products, regardless of whether they were generated, pre-filled, suggested, or entered by Ask Nomu. Actions taken by Ask Nomu within your account are deemed to be your actions.

4.2 Significant actions

Nomu will require explicit confirmation from an authorized user before performing any of the following:

• making or authorizing a payment;
• accepting a final quotation;
• approving a physical or pre-production sample;
• authorizing bulk production;
• placing a binding order with a supplier;
• cancelling production;
• approving a material production change;
• or taking any other action creating a material financial or contractual commitment.

Confirmation may be captured through in-platform confirmation, signed transaction, written approval, or another mechanism specified in the applicable workflow. A confirmation recorded in the Nomu platform constitutes binding authorization by you.

4.3 AI output is informational

Artificial intelligence systems can and do make mistakes. AI-generated information may be inaccurate, incomplete, outdated, inconsistent, or inappropriate for a particular manufacturing or commercial situation.

Unless expressly confirmed in a final quotation, invoice, or order confirmation, all AI-generated pricing, quotations, delivery estimates, production timelines, manufacturing and material recommendations, dimensions, quantities, supplier information, regulatory information, logistics estimates, compliance information, and similar output is preliminary and informational only and does not constitute a binding commitment by Nomu or any supplier.

Nomu accepts no liability for any decision, order, purchase, expenditure, or commercial action taken by you in reliance on AI-generated output that has not been expressly confirmed through the applicable Nomu commercial workflow.

5. Product Briefs and Specifications

Product specifications may be created manually by you, through an automated Nomu workflow, through Ask Nomu, with assistance from the Nomu team, or through a combination of these methods.

Specifications may include product type, dimensions, sizes, materials, fabric, weight, colors, components, printing, embroidery, decoration, branding, labels, packaging, quantities, construction, finishes, accessories, and other manufacturing requirements.

You are solely responsible for reviewing and approving all specifications before final production approval. Where information is missing, Nomu, Ask Nomu, or a supplier may suggest or pre-select commonly used options. Such suggestions are provided to facilitate the process and do not transfer any responsibility to Nomu. Your approval of a specification is conclusive as between you and Nomu, whether or not the value was originally entered by you.

6. Quotes, Pricing and Cost Adjustments

Prices displayed, generated, discussed, or estimated before issuance of a final quotation are indicative and may change.

Manufacturing and sourcing costs may vary due to order quantity, materials, supplier pricing, currency and digital-asset fluctuations, manufacturing method, supplier availability, customization, packaging, shipping, duties, taxes, tariffs, destination, production timing, and changes to specifications.

A price becomes binding only when identified as a final quotation or otherwise expressly confirmed through the applicable Nomu workflow.

Quotes have a limited validity period. Where a validity period is stated, the quotation expires after that period unless Nomu confirms otherwise. Changes to an approved specification may require a revised quotation.

6.1 Cost escalation after acceptance

Where, after acceptance of a quotation but before completion of production or shipment, costs increase by more than 5% as a result of events outside Nomu’s reasonable control — including new or increased tariffs, duties, taxes, export levies, sanctions, raw-material price increases, freight rate increases, currency movements, or supplier surcharges — Nomu may notify you of the adjusted amount.

You may then, within five (5) business days, either accept the adjusted amount or cancel the affected portion of the order, in which case Section 17 (Cancellations) applies to costs already incurred. If you do not respond within that period, Nomu may treat the order as suspended and is not liable for resulting delays.

7. Orders and Production Approval

The process for placing an order may vary depending on the product, supplier, manufacturing process, and Nomu workflow.

An order becomes binding when you do any of the following: approve a final quotation; approve final product specifications; submit an order; make the required payment or deposit; authorize Nomu to place an order with a supplier; or expressly authorize Nomu to begin sourcing or production.

The relevant Nomu interface, quotation, invoice, or communication may specify the precise point at which a commitment becomes binding.

Once Nomu or a supplier has incurred costs or begun work — including purchasing materials, ordering components, producing packaging, creating tooling, preparing manufacturing equipment, printing, embroidering, cutting materials, assembling products, or otherwise beginning production — your order is no longer cancellable except with Nomu’s written agreement and subject to Section 17.

Changes requested after production has started may result in additional charges, waste, replacement materials, rework, and delays. Nomu will use commercially reasonable efforts to accommodate requested changes but does not guarantee that any change can be implemented once production has begun.

7.1 Quantity tolerance (over-runs and under-runs)

Custom manufacturing does not produce exact quantities. Unless a specific tolerance is expressly agreed in writing for a particular order, delivery of a quantity within plus or minus ten percent (±10%) of the ordered quantity constitutes full performance of the order.

You will be invoiced for the quantity actually produced and delivered. Where an under-run within tolerance occurs, Nomu will credit or refund the difference for the undelivered units. A quantity variance falling within this tolerance is not a defect, a shortage, or a breach, and is not a valid basis for a claim under Section 15.

7.2 Tooling, moulds and production assets

Moulds, dies, tooling, screens, plates, embroidery files, cutting patterns, print films, and similar production assets (“Tooling”) created for your order remain the property of Nomu or the relevant supplier, unless a separate written agreement expressly transfers ownership to you.

Payment of a tooling charge covers the use of the Tooling for your orders. It does not transfer ownership, does not entitle you to physical delivery of the Tooling, and does not oblige Nomu or the supplier to retain the Tooling indefinitely. Tooling may be destroyed or repurposed after twelve (12) months of inactivity on the relevant product, or on termination of your account, without further notice.

Where ownership of Tooling is expressly transferred to you in writing, Nomu remains entitled to reasonable storage charges and is not responsible for wear, degradation, or supplier retention of the Tooling.

8. Samples

Where available, Nomu may arrange physical or pre-production samples. Samples are intended to provide an indication of the expected production result.

You acknowledge that samples and bulk production will not be identical. Differences may result from manufacturing methods, production batches, raw materials, calibration, hand-finishing, printing and embroidery processes, supplier processes, or subsequent approved changes.

Approval of a sample confirms your acceptance of all characteristics visible or reasonably identifiable in that sample, including characteristics you did not specifically comment on.

Unless the applicable workflow expressly states otherwise, sample approval alone does not authorize bulk production. Bulk production requires separate production approval or payment confirmation.

If you request production without obtaining or approving a physical sample, you accept all risks associated with producing from digital specifications, references, renders, prototypes, mock-ups, or artwork alone, and you waive any claim based on differences between the delivered product and any digital representation.

9. Manufacturing Tolerances and Quality Standards

Manufacturing physical products involves normal production tolerances. Final products may differ from digital renders, artwork files, reference products, photographs, prototypes, samples, and from other individual units in the same production run.

Unless different tolerances are expressly agreed in writing for a particular order, the following standards apply and variations within them do not constitute defects:

Additional reasonable variation may occur in texture, material appearance, stitching, packaging, construction, and finish.

Screens, photographs, and renders do not reproduce physical colours accurately and are not a reference standard. Where no physical reference sample has been approved, colour claims are not admissible.

10. Suppliers and Manufacturing Partners

Nomu may work with independent manufacturers, factories, suppliers, sourcing agents, quality-control providers, logistics providers, freight forwarders, warehouses, fulfillment providers, payment providers, and other third parties, and may select and coordinate these providers in connection with your project.

Unless expressly stated otherwise, these parties are independent third-party providers and are not agents, employees, or subcontractors of Nomu, and Nomu does not guarantee, warrant, or assume liability for their performance.

Nomu will use commercially reasonable efforts when selecting and coordinating suppliers but cannot and does not guarantee that a third party will not experience delays, production failures, shortages, quality issues, capacity problems, factory closures, shipping interruptions, customs problems, insolvency, or other events outside Nomu’s reasonable control.

Nomu may change, substitute, or reallocate suppliers where reasonably necessary to fulfill an order, provided the agreed specifications are substantially maintained.

10.1 Non-circumvention

Supplier identities, factory names, contact details, capabilities, pricing, MOQs, terms, and qualification information disclosed to you through the Services constitute Nomu’s Confidential Information under Section 27.

For eighteen (18) months following the last order placed through Nomu with a given supplier, you agree not to knowingly and directly or indirectly engage, contract with, or place orders with any supplier first introduced or identified to you through the Services, for products of the type sourced through Nomu, without Nomu’s prior written consent, and not to disclose that supplier’s identity or terms to any third party.

This restriction does not apply to any supplier you can demonstrate, through written records predating the introduction, that you already had an established relationship with.

Where you wish to work with an introduced supplier directly, Nomu will negotiate a reasonable release fee in good faith. Breach of this Section entitles Nomu to a fee equal to fifteen percent (15%) of the value of orders placed in circumvention, as a genuine pre-estimate of loss and not a penalty, in addition to any other remedy.

11. Payments (General)

Payment terms vary by product, order, customer, supplier, and workflow. Nomu may require full payment in advance, a deposit followed by a balance payment, milestone payments, payment after confirmation, or another arrangement specified in the applicable quotation or invoice.

Unless expressly stated otherwise, the invoicing entity for Services provided by Nomu is Nomu Labs Ltd.

Payments may be processed by third-party payment providers, banking providers, settlement providers, digital-asset processors, or other financial infrastructure. Applicable payment processing fees, banking fees, foreign-exchange fees, blockchain or network fees, transaction fees, and similar charges may be passed on to you where disclosed.

All amounts are payable in full, without deduction, set-off, counterclaim, or withholding of any kind. Nomu may set off any amount you owe it against any amount it owes you.

11.1 Late payment

Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid in full, together with reasonable costs of collection including legal and recovery fees.

Failure to pay when due entitles Nomu to suspend sourcing, manufacturing, quality control, fulfillment, shipping, warehousing, account access, or any other Service, and to exercise its rights under Section 14.3. Nomu is not liable for any delay or loss resulting from such suspension.

11.2 Reversals and chargebacks

Where a payment made to Nomu is reversed, charged back, disputed, recalled, frozen, or otherwise fails to settle after production or expenditure has commenced, the corresponding amount becomes immediately due and payable by you, together with any fees charged to Nomu, and Nomu may suspend all Services and exercise its rights under Section 14.3. Initiating a chargeback in respect of a validly incurred obligation is a material breach of these Terms.

12. Digital Asset Payments

Where Nomu makes digital-asset payment rails available, this Section applies in addition to Section 11.

12.1 Non-custodial nature and your wallet

You are solely responsible for your wallet, private keys, seed phrases, hardware devices, signing devices, wallet software, and any multi-signature or smart-contract configuration you use. Nomu does not hold, control, recover, or have access to your private keys, and cannot recover funds lost through your loss, theft, or compromise of them.

You are responsible for verifying every payment instruction, destination address, network, and token contract before signing any transaction.

12.2 Irreversibility

Blockchain transactions are final and irreversible. You acknowledge and accept that Nomu cannot cancel, reverse, or recover a transaction once broadcast, and that Nomu has no liability whatsoever for losses arising from:

• transmission to an incorrect, outdated, mistyped, or fraudulently substituted address;
• use of an incorrect blockchain network, bridge, or wrapped asset;
• payment in an unsupported token or asset;
• transactions sent to a smart contract that cannot return funds;
• insufficient network fees, failed, stuck, or dropped transactions;
• chain reorganizations, forks, halts, congestion, or validator failures;
• wallet, bridge, RPC, oracle, or smart-contract bugs, exploits, or failures;
• phishing, address-poisoning, clipboard malware, social engineering, or compromise of your systems or communications; or
• your reliance on payment details received from any source other than the official Nomu platform interface.

Nomu will never change payment addresses by email or messaging alone. You must verify all payment details within the Nomu platform before sending funds.

12.3 Accepted assets, valuation and price movement

Nomu specifies the accepted assets, networks, and payment window for each invoice. Amounts denominated in fiat and settled in digital assets are converted at the rate displayed at the time of payment or as stated on the invoice, valid only for the stated quote window.

If payment is received after the quote window expires, or in an amount that, once converted, is less than the invoiced amount, the shortfall remains due and Nomu may treat the order as unpaid until fully settled. Where the converted value exceeds the invoiced amount, Nomu may credit or refund the excess at its discretion.

You bear all volatility, slippage, spread, bridging, and conversion risk. Nomu does not offer, and nothing in the Services constitutes, investment, hedging, custody, exchange, or financial advice.

12.4 Network fees and underpayment

You are responsible for all network, gas, bridge, and priority fees. Invoiced amounts must be received net of all fees. Payments received net of deducted fees are treated as partial payments and the shortfall remains due.

12.5 Refunds in digital assets

Where a refund is due under these Terms and the original payment was made in a digital asset, Nomu may, at its sole discretion, refund:

• in the same asset and network, in the same nominal token quantity originally received; or
• in the fiat equivalent of the invoiced amount; or
• as account credit.

Nomu is not responsible for any change in the market value of a digital asset between the date of payment and the date of refund, and will not compensate for such change in either direction. Refunds are made only to the originating wallet address unless Nomu agrees otherwise in writing following verification.

12.6 Compliance

Digital-asset payments are subject to Section 3.1. Nomu may screen wallet addresses and transactions, and may reject, quarantine, or decline to release funds associated with sanctioned addresses, mixers, darknet markets, exploits, or other high-risk sources. Where Nomu is legally prevented from returning such funds, it has no obligation to do so.

13. Taxes, Duties and Customs

Unless expressly stated otherwise in the applicable quotation or invoice, prices exclude VAT, sales taxes, GST, import VAT, customs duties, tariffs, brokerage charges, customs clearance fees, and other governmental taxes or charges. All such amounts are your responsibility.

The treatment of taxes, customs, and import charges may vary depending on the order, destination, supplier, shipping method, and applicable trade terms. Shipping arrangements will be identified by reference to Incoterms® 2020 (for example DDP, DAP, FOB, EXW) in the applicable quotation, invoice, or order confirmation, and that term governs the relevant shipment.

If any payment to Nomu is subject to withholding tax, you must gross up the payment so that Nomu receives the full invoiced amount.

You are responsible for providing accurate and complete information required for customs, tax, and regulatory purposes, including HS codes, valuations, country of origin, importer of record details, and any required licences. Nomu is not responsible for delays, penalties, seizures, or additional costs resulting from incorrect or incomplete information supplied by you, and you will reimburse Nomu for any such costs it incurs.

14. Shipping, Delivery, Warehousing and Storage

Production and delivery dates are estimates only and are not binding unless Nomu expressly guarantees a specific date in a signed writing. Time is not of the essence.

Delivery timelines may be affected by circumstances outside Nomu’s reasonable control, including supplier and production delays, carrier delays, customs processing and inspections, strikes, weather, natural disasters, port congestion, transportation disruption, government action, border restrictions, sanctions, recipient unavailability, incorrect addresses, and other force majeure events.

You are responsible for providing complete and accurate shipping information. Where an Incoterm is stated, that term governs risk transfer and responsibility for import charges. Where no term is stated, risk of loss passes to you on delivery of the goods to the first carrier.

14.1 Insurance

Cargo and transit insurance is not included unless expressly purchased and stated on the invoice. Where no insurance is purchased, you bear the risk of loss or damage in transit from the point of risk transfer, and recovery is limited to any carrier liability actually recovered.

14.2 Warehousing and storage charges

Where Nomu or its providers store goods on your behalf, storage is provided subject to the applicable rate card. If goods are not collected, released, or shipped within fifteen (15) days of being made available, or if you fail to provide shipping instructions, Nomu may charge storage, handling, and demurrage fees at prevailing rates without further notice.

Nomu is not liable for deterioration, pest damage, humidity damage, shrinkage, or loss of goods in storage except to the extent caused by its own gross negligence or willful misconduct.

14.3 Lien, retention and abandoned goods

Nomu has a general lien over all goods, materials, Tooling, artwork, and documents in its possession or the possession of its providers, as security for all amounts owed by you, whether or not related to the specific goods held. Nomu may withhold release, shipment, or delivery until all outstanding amounts are paid in full.

Goods are deemed abandoned where they remain uncollected, unshipped, or subject to unpaid invoices or accrued storage charges for sixty (60) days after written notice to your account email. Nomu may then, without further liability, sell, liquidate, donate, recycle, or destroy the goods, apply any proceeds against amounts owed by you (including storage and disposal costs), and recover any remaining balance from you.

15. Inspection, Defects and Claims

You must inspect delivered products promptly on arrival.

Claims must be notified to Nomu through the platform or at help@nomu.store within:

• seven (7) calendar days of delivery for apparent defects, damage, incorrect products, shortages beyond tolerance, or incorrect customization; and
• thirty (30) calendar days of delivery for latent defects not reasonably discoverable on inspection, and in no event later than ninety (90) days after delivery.

Delivery to a third-party warehouse, 3PL, or fulfillment provider constitutes delivery for the purpose of these periods. It is your responsibility to arrange timely inspection.

Nomu may require reasonable evidence, including photographs, videos, quantities affected, packaging photographs, batch information, shipping labels, and a description of the issue. Nomu or its supplier may require the return or retention of affected units for inspection. Do not dispose of, alter, resell, rework, or return affected goods without Nomu’s prior written instruction; doing so may extinguish the claim.

Failure to notify within the applicable period constitutes acceptance of the goods and waives the claim, to the maximum extent permitted by law.

16. Remedies for Defective Products

Where Nomu determines that a product contains a material manufacturing defect or does not materially conform to approved specifications, Nomu may, at its sole and reasonable discretion:

• arrange replacement production or rework;
• provide replacement units;
• issue account credit;
• provide a partial refund for the affected portion;
• provide a full refund for the affected portion;
• or agree another commercially reasonable remedy.

In determining the remedy, Nomu may consider the severity of the defect, the percentage of units affected, whether the product remains usable or saleable at a discount, the cost and feasibility of rework, manufacturing timelines, remedies actually obtainable from the supplier, and the commercial impact.

The remedies in this Section are your sole and exclusive remedies for defective or non-conforming products. Nomu is not required to refund an entire production run because a limited number of units are defective unless the defect materially affects the order as a whole. Variations within the tolerances in Section 9 and quantity variances within Section 7.1 are not defects.

Nomu is not liable for costs you incur in connection with defective goods, including inbound or outbound freight, third-party inspection, rework by others, storage, marketing, lost sales, or customer compensation, unless expressly agreed in writing in advance.

17. Cancellations and Refunds

Products sourced or manufactured through Nomu are custom-made for you. Cancellation rights are limited and cease entirely once costs have been incurred or production has begun.

Where cancellation is requested and accepted, Nomu may deduct or retain amounts corresponding to costs already incurred or committed, including supplier payments, materials, samples, prototypes, Tooling, labour, setup costs, packaging, manufacturing, payment processing and network fees, freight, supplier cancellation fees, and other non-recoverable costs, plus a reasonable administration fee.

Deposits are non-refundable once sourcing or supplier engagement has commenced.

Nomu will use commercially reasonable efforts to limit unnecessary additional costs after receiving a valid cancellation request, but cannot guarantee recovery of amounts already committed to third parties.

18. Customer Content

You retain ownership of the content you provide to Nomu, including logos, trademarks, artwork, graphics, illustrations, photographs, designs, product references, specifications, documents, text, videos, and files (“Customer Content”).

You grant Nomu a worldwide, non-exclusive, royalty-free, sublicensable licence to use, reproduce, modify, adapt, process, transmit, store, display, and share Customer Content to the extent reasonably necessary to provide the Services, create your products, communicate with you, source suppliers, obtain quotations, manufacture products, perform quality control, arrange packaging, arrange logistics and fulfillment, comply with law, and operate the Nomu platform.

Nomu may share Customer Content with suppliers and service providers where reasonably necessary to fulfill your requests. Nomu is not obliged to retain, archive, or return Customer Content following termination and may delete it after a reasonable period.

19. Customer Content and Intellectual Property Rights

You represent and warrant that you have all rights, permissions, licences, and authorizations necessary to provide Customer Content to Nomu and to use it for the products you request.

You must not request that Nomu source or manufacture products that infringe third-party rights, including copyright, trademarks, patents, registered and unregistered designs, trade dress, publicity or personality rights, and other intellectual property.

Uploading content to Nomu does not mean Nomu has verified your right to use it. Uploading a fictional character, a third-party logo, artwork, a sports team identity, a celebrity image, a brand identity, or copyrighted graphics does not constitute confirmation by Nomu that you hold the necessary rights, and Nomu has no obligation to investigate.

Nomu may refuse, pause, or cancel a project at any time where it reasonably believes the project may infringe third-party rights or violate applicable law, without liability and without refund of costs already incurred.

20. Nomu Intellectual Property

Nomu and its licensors retain all rights in the Services, including software, interfaces, platform design, workflows, databases, source code, technology, artificial intelligence systems, prompts and system instructions, proprietary models, supplier data, branding, graphics, documentation, and other proprietary materials.

Except for the limited, revocable, non-exclusive, non-transferable right to use the Services under these Terms, no intellectual property rights are transferred to you.

You may not: copy Nomu’s software; commercially exploit the platform without authorization; resell, sublicense, or provide the Services to third parties as a service bureau; circumvent technical restrictions; interfere with the operation of the Services; scrape, crawl, or bulk-extract data; attempt to obtain unauthorized access; extract, elicit, or reproduce proprietary system instructions, prompts, or models; use the Services to build a competing product; or reverse engineer the Services except to the extent expressly permitted by applicable law.

20.1 Feedback

Any suggestions, ideas, feature requests, or feedback you provide may be used by Nomu without restriction, attribution, or compensation, and you assign to Nomu all rights in such feedback.

21. Content and Designs Generated Through Nomu

Unless otherwise agreed, you retain your rights in the original assets and brand materials you provide.

Nomu may help create product concepts, artwork, specifications, copy, layouts, technical documents, visual concepts, and other outputs. Subject to full payment, Nomu grants you a licence to use such outputs for the products produced through Nomu.

Where artificial intelligence is involved, you acknowledge that AI-generated outputs may not be unique and that similar or identical content may be generated for other users. Nomu does not guarantee that AI-generated output is eligible for copyright protection, is unique, does not resemble existing material, or can be registered as intellectual property.

You are solely responsible for clearing and reviewing AI-generated material before commercial use.

22. Product Compliance

Unless Nomu expressly agrees in writing to provide a specific compliance or certification service, you remain solely responsible for determining whether products comply with applicable laws and regulations in every jurisdiction in which you sell, distribute, import, or use them.

Depending on the product, this may include requirements concerning product safety, labeling, materials, chemical restrictions (including REACH, CPSIA, Prop 65), textile labeling, warnings, electrical standards, food-contact requirements, children’s products, packaging, testing, certifications, environmental and recycling requirements, consumer protection, import requirements, and export restrictions.

Nomu may assist in obtaining information, testing, certifications, or documentation from suppliers. Such assistance is provided on a best-efforts basis, does not constitute legal or regulatory advice, and does not guarantee that a product satisfies any regulatory requirement applicable to your business. You are the responsible economic operator, importer, and/or manufacturer of record for regulatory purposes unless expressly agreed otherwise in writing.

23. Prohibited Uses

You may not use Nomu to create, source, manufacture, sell, or distribute products that: violate applicable law; infringe third-party rights; involve counterfeit, replica, or unauthorized branded goods; involve fraudulent or deceptive activity or stolen content; facilitate criminal activity; are subject to unlawful trade restrictions or sanctions; involve weapons, ammunition, explosives, or their components; involve controlled substances, drug paraphernalia, tobacco, or vaping products where prohibited; involve hazardous, restricted, or dual-use materials; involve sexual content involving minors or any child-endangering material; promote violence, terrorism, or hatred; create unreasonable safety risks; or otherwise violate policies communicated by Nomu.

You may not use the Services to test, probe, or circumvent security, to conduct automated abuse, or to attempt to manipulate AI features into producing prohibited output.

Nomu may refuse or discontinue any project or account where reasonably necessary due to legal risk, safety concerns, intellectual property concerns, sanctions or trade restrictions, supplier restrictions, operational limitations, or material reputational risk, without liability.

24. Communications and Operational Records

Nomu may provide messaging and collaboration tools allowing communication between customers, Nomu team members, and other participants.

Messages, approvals, uploaded documents, product selections, AI actions, signed transactions, and other actions performed through the platform form part of the operational record for your project. You agree that Nomu’s records, logs, and on-chain records constitute conclusive evidence of the actions, approvals, and payments they record, absent manifest error.

You are responsible for ensuring that individuals acting through your organization’s account have authority to make decisions on its behalf, and Nomu may rely on instructions and approvals submitted through an authorized account.

25. Platform Availability

Nomu aims to provide reliable access to the Services but does not guarantee uninterrupted or error-free availability. No service level agreement applies unless separately agreed in writing.

The Services may be unavailable due to maintenance, deployments, upgrades, infrastructure failures, third-party outages, blockchain network outages or congestion, security incidents, network failures, or other circumstances outside Nomu’s reasonable control. Nomu may modify or discontinue functionality at any time.

26. Beta and Experimental Features

Certain functionality may be designated as beta, preview, experimental, early access, or otherwise pre-release. These features may be incomplete, contain errors, change substantially, or be discontinued without notice.

Experimental functionality is provided “as is” and “as available”, without warranty of any kind, and Nomu’s liability in respect of it is excluded to the maximum extent permitted by law.

27. Confidentiality

Each party may receive confidential or commercially sensitive information from the other, including non-public business information, supplier identities and terms, pricing, manufacturing methods, product information, technical information, financial information, future product plans, commercial strategy, and operational information.

Each party agrees to use the other’s confidential information only as reasonably necessary in connection with the Services and to take reasonable measures to prevent unauthorized disclosure. These obligations continue for five (5) years after termination, and indefinitely for trade secrets.

Nomu may disclose confidential information to its employees, contractors, suppliers, manufacturers, logistics partners, professional advisers, acquirers, and other providers where they reasonably need access, and where required by law or regulatory authority.

These obligations do not apply to information that becomes public without breach of these Terms, was already lawfully known, is independently developed without use of the confidential information, or is lawfully obtained from another source.

28. Privacy and Data Protection

Nomu processes personal information in accordance with its Privacy Notice, available at nomu.store/legal/privacy-notice, which is incorporated into these Terms.

Information processed through Nomu may be shared with service providers, including providers located outside your jurisdiction, where reasonably necessary to operate the platform or fulfill your orders. Where you provide personal data of your own customers or personnel, you act as controller and Nomu as processor, and the parties will enter into Nomu’s Data Processing Addendum where required by applicable law, including standard contractual clauses for international transfers.

Customer information and Customer Content will not be used to train general-purpose artificial intelligence models unless Nomu separately informs you and obtains any consent required by applicable law.

Nomu may use aggregated, anonymized, or de-identified information to improve the Services, analyze usage, improve workflows and reliability, develop platform functionality, and understand operational performance, provided such information does not reasonably identify you or your organization.

Nomu may retain account, transaction, product, production, compliance, and communication records for as long as reasonably necessary to provide the Services, maintain operational records, resolve disputes, prevent fraud, comply with accounting, AML, sanctions, and other legal obligations, and protect its legitimate business interests.

29. Third-Party Services

Nomu depends on third-party services including payment processors, digital-asset infrastructure, blockchain networks, cloud providers, logistics providers, manufacturers, authentication providers, communication infrastructure, financial providers, and other software platforms.

Your use of certain third-party functionality may also be governed by the terms of those providers. Nomu is not responsible for the acts, omissions, availability, security, or failure of any third-party service, including blockchain networks, bridges, wallets, and smart contracts.

30. Marketing and Publicity

Nomu will not publicly use your confidential product designs, unreleased products, or confidential Customer Content for marketing without your permission.

Unless you notify Nomu otherwise at help@nomu.store, Nomu may identify your organization as a Nomu customer using publicly available company or brand information, and may reference publicly released products. Use of your logo in case studies, promotional campaigns, or detailed public customer stories requires your approval, not to be unreasonably withheld.

31. Suspension and Termination

You may stop using Nomu at any time, subject to outstanding payment obligations and existing production commitments.

Nomu may suspend or terminate access to the Services immediately and without liability where: you materially breach these Terms; payment remains overdue; your use creates a legal, compliance, or security risk; your activity may infringe third-party rights; you abuse or interfere with the Services; your activity exposes Nomu or its suppliers to material risk; continuing would violate applicable law or sanctions; you fail verification under Section 3.1; you become insolvent or subject to insolvency proceedings; or you repeatedly fail to comply with reasonable operational requirements.

Nomu may also terminate for convenience on thirty (30) days’ notice, in which case it will use commercially reasonable efforts to complete or transfer orders in progress.

Termination does not eliminate obligations already incurred, including unpaid invoices, supplier commitments, manufacturing costs, storage costs, shipping costs, and other amounts validly due, all of which become immediately payable.

31.1 Survival

Sections 1.1, 3.1, 4.3, 7.1, 7.2, 9, 10.1, 11, 12, 13, 14.1–14.3, 15, 16, 17, 18, 19, 20, 21, 22, 24, 27, 28, 32, 33, 34, 35, and 38 survive termination or expiry of these Terms.

32. Dispute Resolution and Arbitration

32.1 Good faith resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through written notice to the other party and discussion for a period of thirty (30) days.

32.2 Binding arbitration

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, the Services, or their formation, breach, termination, or validity that is not resolved under Section 32.1 will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• Seat of arbitration: Hong Kong
• Number of arbitrators: one (1)
• Language: English

The award is final and binding and may be enforced in any court of competent jurisdiction under the New York Convention.

32.3 Carve-outs

Notwithstanding Section 32.2, either party may seek urgent interim or injunctive relief from any court of competent jurisdiction, and Nomu may bring proceedings in any court of competent jurisdiction to recover undisputed sums owed to it.

32.4 No class actions

All disputes must be brought in an individual capacity. You waive any right to participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.

32.5 Time bar

Any claim against Nomu must be brought within twelve (12) months of the date on which the claiming party first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which the claim is permanently barred, to the maximum extent permitted by law.

33. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis, and Nomu disclaims all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limitation, Nomu does not warrant that: the platform will be uninterrupted or error-free; any sourcing request will result in a suitable supplier; any manufacturer, price, capacity, or lead time will remain available; delivery estimates will be met; AI-generated information will be accurate; physical manufacturing will be free from variation; products will be fit for your intended market or compliant with any particular regulation; or third-party providers, including blockchain networks, will perform without disruption.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

34. Limitation of Liability

To the maximum extent permitted by applicable law, Nomu will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, anticipated savings, business opportunities, contracts, data, goodwill, or reputation, or for business interruption, in each case however arising and whether or not Nomu was advised of the possibility.

Nomu will not be liable for losses caused by circumstances outside its reasonable control, including failures or delays caused by manufacturers, suppliers, carriers, warehouses, customs authorities, government agencies, blockchain networks, or third-party service providers.

34.1 Cap on liability

Nomu’s aggregate liability for any claim arising out of or relating to an order, product, production run, shipment, or manufacturing project will not exceed the amount actually paid by you to Nomu for the portion of that order giving rise to the claim.

Where a claim does not relate to any particular order, Nomu’s aggregate liability will not exceed the total amounts actually paid by you to Nomu for the Services.

This cap applies to all claims relating to the same order or the same series of connected events, taken together, regardless of the number of claims, the cause of action, or whether the claim is framed in contract, tort, negligence, misrepresentation, statute, or otherwise.

These limitations apply to the maximum extent permitted by applicable law and survive any failure of essential purpose of any limited remedy. Nothing in these Terms limits liability where such liability cannot legally be limited or excluded.

35. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Nomu Labs Ltd and its directors, officers, employees, contractors, agents, suppliers, and affiliates against all losses, liabilities, claims, demands, damages, fines, penalties, and costs (including reasonable legal fees) arising out of or relating to:

• Customer Content and designs provided by you;
• products requested, marketed, distributed, imported, or sold by you;
• intellectual property infringement resulting from materials supplied by you;
• product liability, safety, recall, or regulatory non-compliance of products you sell or distribute;
• your unlawful use of the Services or breach of these Terms;
• false, misleading, or incomplete information provided by you, including customs and tax information;
• your breach of Section 3.1 (sanctions and compliance) or Section 10.1 (non-circumvention);
• unauthorized access to your account or wallet; or
• claims arising from modifications, representations, marketing, distribution, or use of products under your control.

Nomu will notify you of any claim and may, at your cost, participate in or assume control of the defence. You may not settle any claim in a way that imposes obligations on Nomu without its written consent.

36. Force Majeure

Neither party will be liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, fire, flooding, earthquakes, war, terrorism, civil unrest, epidemics, pandemics, strikes, labour disputes, governmental action, sanctions, tariffs, changes in import or export restrictions, raw-material shortages, factory shutdowns, supply-chain disruptions, shipping disruption, port closures, customs disruption, transportation shortages, power outages, telecommunications outages, blockchain network failures or halts, and similar events.

Affected obligations are suspended for the duration of the event. Where such an event continues for more than sixty (60) days, either party may terminate the affected order on written notice, subject to payment of costs already incurred under Section 17. Force majeure does not excuse any payment obligation for Services already performed.

37. Changes to These Terms

Nomu may update these Terms from time to time. Where changes are material, Nomu will provide notice through the platform, by email, or by another reasonable method. Updated Terms specify their effective date.

Your continued use of the Services after the effective date constitutes acceptance. Orders already accepted before the effective date remain governed by the Terms in force at the time of acceptance, except where a change is required by law or compliance obligations.

38. General

Governing law. These Terms and any dispute or claim arising out of or in connection with them, their subject matter, the Services, or their formation are governed by the laws of the British Virgin Islands, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Notices. Notices to Nomu must be sent to help@nomu.store and are effective on receipt. Notices to you may be given through the platform or to the email address associated with your account, and are deemed received twenty-four (24) hours after sending. You are responsible for keeping your contact details current.

Entire agreement and no reliance. These Terms, together with applicable quotations, invoices, order confirmations, production approvals, the Privacy Notice, any Data Processing Addendum, and separately agreed contractual documents, constitute the entire agreement between the parties and supersede all prior discussions, proposals, estimates, marketing materials, and representations. You confirm that you have not relied on any statement, representation, or assurance not expressly set out in these Terms. Nothing in this clause limits liability for fraud.

Order of precedence. Where a separately negotiated written agreement or a specific order document expressly conflicts with these Terms, the more specific document governs that conflict.

Severability. If any provision is found invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

No waiver. Failure to enforce a provision does not constitute a waiver of that provision or any other right.

Assignment. You may not assign or transfer these Terms without Nomu’s prior written consent. Nomu may assign these Terms in connection with a corporate restructuring, financing, merger, acquisition, sale, or transfer of all or part of its business.

Third-party rights. Except for Nomu’s affiliates, officers, and indemnified parties under Section 35, no person who is not a party to these Terms has any right to enforce any of its provisions.

Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version prevails.

39. Contact

Nomu Labs Ltd
Asia Leading Chambers
Road Town, Tortola
VG1110
British Virgin Islands

Email: help@nomu.store
Website: nomu.store