Terms of service

Agreement Structure

These Terms of Service ("Agreement") govern the provision of services and deliverables by Angstrom Innovation ("Angstrom") to the Client identified in a separately issued Quote ("Client"). Each Quote shall reference and incorporate this Agreement by reference. If there is any conflict between this Agreement and the Quote, the Quote will prevail.

Personal information submissions through our website are governed by our Privacy Policy.

For enterprise customers or clients entering into a separate written agreement with Angstrom, including but not limited to a Master Supply Agreement (MSA), such agreement will govern in the event of any conflict with these Terms of Service.

Services and Deliverables

Angstrom will provide the services and deliverables described in the applicable Quote ("Services").

All specifications, timelines, and deliverables will be detailed in the Quote. Services are provided on a best-effort basis unless expressly guaranteed in writing.

Fees and Payment

Client agrees to pay Angstrom the fees described in the Quote. Unless otherwise stated:

Invoices must be paid in full within thirty (30) days from the date the invoice is received.

Angstrom reserves the right to suspend or withhold Services for overdue accounts.

Intellectual Property

Unless otherwise agreed in writing:

All data, samples, and materials provided by the Client, as well as all inventions, discoveries, improvements, ideas, processes, formulations, products, computer programs, works of authorship, databases, trade secrets, know-how, information, data, documentation, reports, research results, and any other outputs or materials generated in the course of performing the Services (collectively, the "Deliverables"), are and shall remain the sole and exclusive property of the Client. This includes all associated intellectual property rights worldwide, whether or not such Deliverables are patentable or subject to copyright or trade secret protection.

Angstrom Innovation agrees that all Deliverables are "works made for hire" under U.S. copyright law to the extent permitted by law. To the extent any Deliverables do not qualify as works made for hire, Angstrom Innovation hereby irrevocably assigns and agrees to assign to the Client all right, title, and interest in and to such Deliverables. Angstrom Innovation will promptly disclose all Deliverables to the Client and, at the Clients expense, execute any documents necessary to perfect such rights.

Results and data generated specifically for the Client shall be the property of the Client upon full payment.

Upon completion of the Services, Angstrom Innovation will archive any materials, data, or documentation obtained or generated in the course of the Services, including computerized records and files (collectively, the "Records"), for a period of one (1) year. After that period, Angstrom Innovation may securely dispose of the Records unless otherwise instructed in writing by the Client.

Confidentiality

Confidential Information: Any non-public scientific, technical, business, or financial data shared between parties during the agreement is confidential. Clients Confidential Information includes materials, deliverables, records, and third-party information that Client must protect. Obligations of Confidentiality: Both parties must maintain confidentiality for 10 years after the agreement, using the information only to fulfill their obligations and protecting it with reasonable care. Information may be shared only with necessary employees or contractors, who are also bound by confidentiality. Exceptions and Legal Disclosures: Confidential information may be disclosed if it becomes publicly known, is in the recipients possession without breach, or is independently developed. If legally required, the recipient must notify the discloser and minimize disclosure efforts.

Term and Termination

This Agreement remains in effect until terminated by either party with thirty (30) days written notice, or earlier if either party materially breaches and fails to cure within fifteen (15) days of notice. Upon termination:

Client shall pay for all work performed and costs incurred up to the termination date.

Any surviving rights or obligations (including payment, confidentiality, IP, and liability provisions) shall remain in force.

Warranties

Angstrom warrants that it will perform the Services using personnel with appropriate skill and training, and in a professional and workmanlike manner. Except as stated herein, Angstrom disclaims all warranties, express or implied.

Unless specifically confirmed in writing by the Company, the Services are not performed under GMP, GLP, or any other formally recognized regulatory or quality standards.

Limitation of Liability

Disclaimer of Warranties: Except as expressly provided in this Agreement, all services and results are provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or data integrity. Angstrom does not warrant that the services will meet Clients requirements or that any results will be error-free or suitable for a particular use.

Limitation of Damages: To the maximum extent permitted by law, Angstrom shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, data, or use, even if advised of the possibility of such damages, arising out of or related to this Agreement or the use or inability to use the services.

Aggregate Liability Cap: Angstroms total cumulative liability for any claims under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client to Angstrom under the specific Quote giving rise to the claim during the twelve (12) months preceding the event giving rise to the liability.

General

This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.

Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger or sale of substantially all assets.

This Agreement, together with all Quotes, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, quarantine restrictions, terrorist acts, war, civil commotion, labor strikes or lockouts, governmental actions, power outages, telecommunications or Internet failures, or other similar events ("Force Majeure Event"). The affected party shall notify the other party as soon as reasonably practicable, use reasonable efforts to mitigate the effect of the Force Majeure Event, and resume performance as soon as possible. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice, with Client paying Angstrom for all Services performed and expenses incurred up to the termination date.

Modifications must be in writing and signed by both parties.
If any provision is held to be unenforceable, the remaining provisions will remain in full force and effect.