Terms And
Conditions

All services are provided under the terms and conditions set forth in this Section.

1. Purpose: All data, calculation results, and reports produced from performing the deliverables outlined in the Testing and Services Description section will be considered Your property and treated as Confidential Information.

2. Availability: Acculon Labs operates on a first-come, first-served basis. Reception of a quote is not a guarantee of channel availability. This availability includes but is not limited to cycler channel, environmental chamber, and peltier junction thermal control availability. Acculon will make its best efforts to communicate availability and timeline for services upon receipt of a PO.

3. Project Kickoff: The customer must supply all equipment and materials necessary to initiate setup. Once a PO has been accepted, the customer is obligated to provide said necessary equipment and material within net 30 to guarantee a timely kickoff. Failure to do so may cause delays in test setup.

4. Project Continuation: The customer may request an extension of testing should continuation beyond the current PO be desired. Notice 60 days prior to the completion of the current PO must be provided, and it is up to Acculon Labs’ professional assessment to agree to move forward. Request for continuation does not constitute a binding agreement, and on acceptance by Acculon Labs, a new quote will be issued reflecting current lab prices. Should an extension PO not be issued by the customer prior to the completion of the current PO, the following shall occur:

a. 7 days after completion, all testing under the expired PO will be halted.
b. 14 days after completion, all batteries under test shall be removed from test.

5. Scope: Acculon Labs is only contracted to provide work outlined in this quote and will not perform any out-of-scope activities without an agreement between both parties, along with a change order to cover the additional cost.

6. Third Party: Acculon Labs does not take any responsibility for customer property sent to a third-party lab for services. section related to third-party usage, mainly along the lines of what all Mikhail would do.

7. Payment: Invoices will be issued monthly due net 30. You agree to pay the amounts specified in the Testing and Services Description section upon receipt of an invoice, in U.S. currency. Any unpaid balance not received within 60 days from the dated invoice will accrue interest at a rate of 18% per annum. You will also be responsible for any costs Acculon Labs incurs in enforcing this payment provision.
Acculon Labs will invoice for actual time and materials incurred and will not expend more than 10% allotted milestone hours without written confirmation. Procured materials, tooling, and shipping are invoiced at cost + 25%. Project travel costs will be invoiced at cost +10%.

8. Confidentiality: “Confidential Information” refers to any materials, written information, or data that You mark as “Confidential,” as well as any oral or non-written information You disclose to Acculon Labs and identify as confidential at the time of disclosure provided that such information is then documented in writing and sent to Acculon Labs within 30 days of the original disclosure. Acculon Labs agrees to protect Your Confidential Information with the same level of care it uses to safeguard its own confidential information and, to the extent allowed by law, to keep it confidential for three (3) years. These obligations do not apply to information that is publicly available, already known, or independently obtained by Acculon Labs. If a separate confidentiality agreement exists between the parties, its terms override the terms laid out here.

9. Background Intellectual Property: Background Intellectual Property refers to any property and associated legal rights owned or controlled by Acculon Labs that (i) are necessary for the development or delivery of the items outlined in the Testing and Services Description section, and (ii) were created, developed, or brought into practical use outside the scope of the Project.

10. Research on Background Intellectual Property: Research means experimental or laboratory activities or work conducted to scientifically evaluate and gain knowledge about the Background Intellectual Property and its possible applications for further research or practical utilization. You agree that Acculon Labs owns the outcomes of all Research for the further development of Background Intellectual Property performed or developed under this Agreement.

11. Licensing: If this proposal involves developing new technology for You or transferring existing technology from Acculon Labs to You, Acculon Labs agrees to grant You a license for that technology under the terms outlined in the Testing and Services Description section. This license does not permit You to sell or transfer the licensed technology to any third party for any reason without Acculon Labs’ prior written consent unless such rights are expressly granted in the Testing and Services Description section.

12. Promotional Use Restrictions: Neither party may use the other party’s name, logo, trademark, service mark, or any abbreviation thereof in any publicity, advertising, or press release without prior written approval from an authorized representative of the other party.

13. Agreement Timeline: Terms and conditions will remain in effect for the duration of the quoted contract term. Upon Your request and at Your expense, Acculon will return or destroy any unused materials You provided. If an extension of the Agreement is desired beyond the initial term, You must notify Acculon at least ninety (90) days prior to the contract’s end date. Any extension will be subject to mutual agreement between the parties.

14. Independent Contractor: The parties are independent contractors and do not have any partnership, joint venture, or principal-agent relationship.

15. Insurance: You agree that, unless both parties have agreed in writing to assign a value to the materials before signing this Agreement, any materials submitted for testing will be considered to have no monetary value in the event they are lost or damaged.

16. LIABILITY: IN NO EVENT WILL ACCULON LABS BE RESPONSIBLE FOR ANY DAMAGES OR PENALTIES RESULTING FROM ACCULON LABS FAILURE TO PROVIDE OR DELAY IN PROVIDING THE SERVICES OR DELIVERABLES. IF A SERVICE OR DELIVERABLE IS FOUND, WITHIN THREE MONTHS OF INVOICE THEREOF, TO BE DEFECTIVE, ACCULON LABS WILL PROVIDE THE SERVICE OR DELIVERABLE AGAIN AT NO COST TO YOU. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT. THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND ACCULON LABS EXPRESSLY DISCLAIMS ANY WARRANTIES EXISTING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO THOSE WHICH ARE EXPRESS OR IMPLIED. IN NO EVENT WILL ACCULON LABS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, NOR WILL CAR TECHNOLOGIES LLC’S AGGREGATE LIABILITY TO YOU EVER EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ACCULON LABS AGAINST ANY CLAIMS ARISING OUT OF YOUR USE, COMMERCIAL SALE, OR DISTRIBUTION OF THE DELIVERABLES OR PRODUCTS OR PROCESSES RESULTING FROM OR YOUR RELIANCE UPON THE DELIVERABLES.

17. General: You may not assign or transfer this Agreement to any other party without prior written consent. Any legal action brought by You must be filed in a court located in the State of Ohio and will be governed by Ohio law. If any part of this Agreement is determined to be legally invalid or unenforceable by a court of competent jurisdiction, that specific provision will be considered void, but the rest of the Agreement will remain fully valid and enforceable.

18. Certification: You certify that You are duly authorized to enter into this Agreement and that this Agreement is binding upon You.