Terms of Service

Welcome to Mechora Automation. These Terms of Service ("Terms") govern your access to and use of the services, consulting engagements, website and related materials provided by Mechora Automation LLC ("Mechora," "we," "us," or "our"). By accessing our website, engaging our consulting services, or otherwise interacting with Mechora Automation, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

Please read these Terms carefully before using our services. If you do not agree with any part of these Terms, you must not use our services or access our website.

1. Company Overview and Scope of Services

Mechora Automation LLC is a vendor-neutral robotics and automation consulting firm headquartered in Centennial, Colorado. We provide strategic advisory services to businesses in the manufacturing, warehousing, logistics, and e-commerce sectors. Our services include, but are not limited to:

• Operational process analysis and workflow auditing
• Automation opportunity identification and prioritization
• Vendor-neutral equipment selection and technology matching
• Return on investment (ROI) modeling and financial scenario analysis
• Implementation strategy development and deployment roadmapping

Mechora Automation operates exclusively as a consulting and advisory firm. We do not manufacture, sell, resell, install, or maintain robotic equipment, software systems, or automation hardware. All equipment and technology recommendations provided by Mechora are vendor-neutral and based solely on the operational requirements and strategic objectives of the Client.

2. Engagement Terms and Service Agreements

All consulting engagements between Mechora Automation and the Client shall be governed by a separate Statement of Work ("SOW") or Consulting Agreement that outlines the specific scope, deliverables, timeline, fees, and terms applicable to the engagement. These Terms of Service apply in addition to and alongside any specific SOW or Consulting Agreement.

In the event of a conflict between these Terms and a specific SOW or Consulting Agreement, the terms of the SOW or Consulting Agreement shall prevail with respect to that particular engagement, unless otherwise stated.

Mechora reserves the right to decline any engagement request at its sole discretion, without obligation to provide a reason. Acceptance of an engagement request is not confirmed until a formal SOW or Consulting Agreement has been executed by both parties.

3. Client Responsibilities and Obligations

To ensure the effective delivery of our consulting services, the Client agrees to:

• Provide accurate, complete, and timely information about their operational processes, cost structures, volume data, existing technology infrastructure, and any other information reasonably requested by Mechora in connection with the engagement
• Designate a primary point of contact who is authorized to make decisions, provide approvals, and communicate on behalf of the Client's organization throughout the engagement
• Make reasonable efforts to provide Mechora consultants with access to relevant facilities, personnel, systems, and documentation as needed to perform the agreed-upon services
• Review and provide timely feedback on deliverables, reports, and recommendations presented by Mechora during the engagement
• Comply with all applicable laws, regulations, and safety requirements in connection with any site visits, facility access, or information sharing

Mechora shall not be liable for any delays, deficiencies, or suboptimal outcomes resulting from the Client's failure to fulfill these obligations in a timely and complete manner.

4. Fees, Payment Terms, and Invoicing

Consulting fees, payment schedules, and invoicing terms shall be specified in the applicable SOW or Consulting Agreement for each engagement. Unless otherwise agreed in writing:

• All fees are quoted and payable in United States Dollars (USD)
• Invoices are due and payable within thirty (30) calendar days of the invoice date
• Late payments shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance
• The Client is responsible for all applicable taxes, duties, and similar charges imposed by any government authority in connection with the services, excluding taxes based on Mechora's net income
• Travel expenses, accommodations, and other out-of-pocket costs incurred by Mechora in connection with the engagement shall be reimbursed by the Client at cost, unless a different arrangement is specified in the SOW

Mechora reserves the right to suspend or terminate services in the event of non-payment or material breach of payment terms by the Client, upon providing written notice.

5. Intellectual Property Rights

All intellectual property, methodologies, frameworks, tools, templates, models, and proprietary processes developed by Mechora Automation prior to or independent of any Client engagement ("Mechora IP") shall remain the sole and exclusive property of Mechora Automation.

Deliverables created specifically for the Client in connection with an engagement ("Client Deliverables") shall become the property of the Client upon full payment of all applicable fees, subject to Mechora's retained rights in its underlying Mechora IP.

The Client shall not, without Mechora's prior written consent: reverse-engineer, decompile, or otherwise attempt to derive Mechora's proprietary methodologies or analytical models; distribute, sublicense, or share Mechora's deliverables with third parties outside the Client's organization; or use Mechora's name, logo, or branding in any marketing materials, case studies, or public communications.

6. Confidentiality

Each party acknowledges that in the course of the engagement, it may receive confidential and proprietary information from the other party ("Confidential Information"). Confidential Information includes, but is not limited to: business plans, financial data, operational metrics, customer lists, technical specifications, proprietary methodologies, pricing structures, and strategic plans.

Each party agrees to: maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; use the other party's Confidential Information solely for the purposes of the engagement; not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order.

Confidentiality obligations shall survive the termination or expiration of any engagement for a period of three (3) years, unless a longer period is specified in the applicable SOW or Consulting Agreement.

7. Limitation of Liability and Disclaimer

Mechora Automation provides consulting services on an advisory basis. All recommendations, reports, models, and deliverables are based on information available at the time of the engagement and the professional judgment of Mechora's consultants. Mechora does not guarantee specific business outcomes, financial results, performance improvements, or return on investment figures.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MECHORA AUTOMATION'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO MECHORA FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL MECHORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF MECHORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless Mechora Automation, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: the Client's use or implementation of any recommendations, strategies, or deliverables provided by Mechora; the Client's breach of these Terms or any applicable SOW or Consulting Agreement; the Client's violation of any applicable laws or regulations; or any third-party claims resulting from the Client's operational decisions made in connection with the engagement.

9. Term and Termination

These Terms shall remain in effect for as long as you access our website or engage our services. Either party may terminate an engagement by providing written notice as specified in the applicable SOW or Consulting Agreement. In the absence of specific termination provisions in the SOW, either party may terminate an engagement for convenience upon thirty (30) days' written notice to the other party.

Either party may terminate an engagement immediately upon written notice if the other party: commits a material breach that remains uncured for fifteen (15) days after written notice; becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets; or engages in conduct that is illegal or materially harmful to the other party's reputation.

Upon termination, the Client shall pay Mechora for all services rendered and expenses incurred through the effective date of termination. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

10. Website Use and Disclaimers

The content on the Mechora Automation website, including text, graphics, images, information, and materials, is provided for general informational purposes only. Nothing on this website constitutes professional advice, a binding offer, or a guarantee of results. Mechora makes no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, reliability, or suitability of the information contained on the website.

Your use of any information or materials on this website is entirely at your own risk. Mechora shall not be liable for any damages arising from your use of, or reliance on, the content of this website.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of laws provisions. Any disputes arising out of or related to these Terms or any engagement shall be resolved through binding arbitration conducted in Arapahoe County, Colorado, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise.

12. Modifications to Terms

Mechora Automation reserves the right to modify, update, or revise these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our services or website following the posting of changes constitutes your acceptance of such changes. We encourage you to review these Terms periodically to stay informed of any updates.

13. Severability and Waiver

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14. Entire Agreement

These Terms, together with any applicable SOW or Consulting Agreement, constitute the entire agreement between you and Mechora Automation with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.