Effective: July 29, 2026
1. Agreement to Terms
These Terms are between Atomic Data Sciences, Inc., a Delaware corporation doing business as Atomscale (“Atomscale”), and the business or other legal entity on whose behalf the Services are accessed or used (“Customer”). Customer may authorize its employees, contractors, and other personnel to use the Services on its behalf (“Authorized Users”) and is responsible for their compliance with these Terms. The Services may be purchased through online checkout or an ordering document, statement of work, or other ordering mechanism (each, an “Order Form”). If Customer and Atomscale enter into a master services agreement, subscription agreement, data processing addendum, Order Form, or other written agreement covering the Services, that agreement controls to the extent it expressly conflicts with these Terms. A purchase order does not modify the parties’ agreement unless Atomscale expressly agrees in writing.2. Intellectual Property Rights
Atomscale and its licensors retain all right, title, and interest in the Services; software; documentation; models; model weights; algorithms; methods; templates; workflows; interfaces; designs; and all related improvements and intellectual property (“Atomscale Technology”). Subject to the parties’ agreement and payment of applicable fees, Atomscale grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services and documentation for its internal business purposes. Customer receives no rights except those expressly granted. Components distributed under open-source or other separate licenses are governed by those licenses to the extent of a conflict. Neither party may use the other’s marks publicly without permission.3. User Representations
Customer represents and warrants that the person accepting these Terms has authority to bind Customer; account and billing information will be accurate and current; Customer and its Authorized Users will use the Services only for lawful business purposes; and Customer has all rights and permissions necessary to provide Customer Data and authorize its processing. Customer is responsible for account administrators, permissions, integrations, and access controls; for protecting credentials, API keys, tokens, and certificates; and for promptly notifying Atomscale at support@atomscale.ai of suspected unauthorized access. Customer will not share Authorized User login credentials, API keys, or access tokens with any person who is not an Authorized User bound by these Terms. Customer must ensure that qualified personnel review and validate AI-assisted outputs and process recommendations before relying on them.4. Fees and Payment
Pricing, currency, billing frequency, usage allowances, subscription term, and renewal terms are those presented at checkout or stated in the applicable Order Form. Customer will pay all fees when due. Except as expressly provided in these Terms or an Order Form, payment obligations are non-cancelable and fees paid are non-refundable. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for taxes arising from its purchases, other than taxes based on Atomscale’s net income.5. Cancellation
A subscription renews automatically only if the checkout flow or applicable Order Form expressly says that it will. Customer may cancel a self-service renewal through available account controls or by contacting Atomscale before the renewal date. Unless otherwise stated, cancellation stops renewal and takes effect at the end of the then-current paid term; it does not create a refund for that term. Termination rights for breach are stated in Section 12.6. Prohibited Activities
Customer may access and automate the Services through interfaces, APIs, SDKs, clients, agents, and integrations that Atomscale provides, documents, or expressly authorizes, subject to applicable technical limits and the Order Form. Customer will not, and will not permit a third party to: use the Services unlawfully or violate another person’s rights; introduce harmful code; probe or test vulnerabilities without prior written authorization; bypass access controls, rate limits, usage limits, or security measures; interfere with the Services or another customer’s use; access another organization’s data; use unauthorized scraping or automated means; rent, resell, sublicense, or provide the Services as a standalone service bureau; reverse engineer or attempt to discover source code, model weights, or non-public algorithms except where law prohibits the restriction; or systematically extract protected elements of the Services to build or train a competing general-purpose product. Customer will additionally not use the Services, including any AI Outputs, as the basis for controlling safety-critical equipment or any activity where the failure or inaccuracy of the Services could reasonably be expected to result in death, serious bodily injury, or significant environmental harm, unless expressly authorized in a separate written agreement.7. User Generated Contributions
The Services are not designed as a public content-sharing forum. Data, files, measurements, recipes, tool parameters, time-series data, images, spectra, metadata, annotations, prompts, and other content that Customer or its systems submit to the Services are “Customer Data.” Customer is responsible for the legality, accuracy, and quality of Customer Data and for maintaining any backups appropriate to its operations. Customer Data must not include content that Customer lacks authority to provide or that would make Atomscale’s processing unlawful. Customer will not submit, and will not permit any Authorized User to submit, any of the following to the Services unless Atomscale has expressly authorized that specific use in writing: (a) protected health information regulated by HIPAA; (b) credit card, debit card, bank account, or other financial account numbers; (c) Social Security numbers, government-issued identification numbers, or other similarly sensitive government identifiers; or (d) special categories of personal data as defined under the GDPR or a comparable data protection law (collectively, “Restricted Data”). Before submitting personal data governed by the GDPR or a substantially similar law, Customer must first accept Atomscale’s then-current data processing addendum. Submission of Restricted Data in violation of this Section is a material breach of these Terms, and Customer is solely responsible for any resulting losses.8. Customer Data
As between the parties, Customer owns all Customer Data and the customer-specific analysis, outputs, and results Atomscale generates for Customer from it, including fingerprints, similarity scores, predictions, and anomaly flags specific to Customer’s data (“Customer Outputs”). Customer Data and Customer Outputs exclude Atomscale Technology, Aggregated Data, and Usage Data, and exclude any general models, improvements, or know-how that Atomscale develops, all of which remain owned by Atomscale. Customer grants Atomscale and its subprocessors a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, analyze, and otherwise use Customer Data to provide, secure, support, and maintain the Services; to develop, train, and improve Atomscale’s products, services, and machine learning models; to comply with law; to prevent fraud or abuse; to fulfill Customer’s instructions; and for any other lawful business purpose. Atomscale may also generate, use, and disclose Aggregated Data and Usage Data for any lawful business purpose, including to operate, secure, analyze, benchmark, market, and improve the Services and Atomscale’s business. “Aggregated Data” means statistical, derived, or analytical information based on Customer Data that does not identify Customer, an Authorized User, or any particular customer. “Usage Data” means information about how the Services are accessed and used, such as logs, performance metrics, feature-usage, and configuration data, that is not itself Customer Data. Aggregated Data and Usage Data are owned by Atomscale. Customer may export Customer Data using available platform or API functionality or by making a portability request. Exports will be available in standard, non-proprietary formats such as CSV, JSON, TIFF, or HDF5 where applicable. When Customer deletes data or closes its account, Atomscale will remove the data from active systems and make it inaccessible, purge it from caches and search indices within 24 hours, and remove it from encrypted backups within 30 days. Atomscale may retain limited records required by law if they remain protected and unused for other purposes. Atomscale will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. When Customer invokes an AI or integration feature that uses a third-party provider, Customer authorizes Atomscale to send the data excerpts reasonably necessary for that request. Atomscale requires subprocessors to follow Atomscale’s instructions and prohibits configured model providers from using Customer Data to train their models. Atomscale does not sell personal User Data or share it for third-party marketing. Additional information appears in the Atomscale IP and Data Policy. Where a signed master services agreement, subscription agreement, or data processing addendum between the parties expressly addresses the use of Customer Data, that agreement controls to the extent of any conflict with this Section, consistent with Section 1. Otherwise, if the Atomscale IP and Data Policy or an applicable privacy notice conflicts with these Terms, the document providing greater protection for Customer Data controls.9. Submissions
Customer is not required to provide suggestions, ideas, or other feedback. If Customer voluntarily provides feedback, Customer retains ownership of it and grants Atomscale a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to use and incorporate the feedback without restriction or attribution. Atomscale will not publicly identify Customer as the source without permission. This Section does not apply to Customer Data.10. U.S. Government Rights
The Services and documentation are “commercial products,” “commercial computer software,” and “commercial computer software documentation” as those terms are used in applicable U.S. federal acquisition regulations. Any use by or on behalf of the U.S. Government is subject to these Terms and only those rights customarily provided to other business customers, consistent with applicable law.11. Site Management
Atomscale may manage, monitor, maintain, and secure the Services; establish reasonable technical and usage limits; deploy updates; and remove or restrict material that violates the parties’ agreement or law. Customer authorizes Atomscale to connect to and exchange data with Customer systems and third-party integrations as Customer configures them. Third-party products and services remain subject to their own terms. Atomscale may suspend affected access if reasonably necessary to address a security risk, unlawful activity, material violation, harm to the Services or another customer, or overdue undisputed fees. Where practicable, Atomscale will give advance notice, limit suspension to the affected portion, and restore access promptly after resolution. Emergency action may be taken without advance notice.12. Term and Termination
These Terms begin when Customer accepts them or first uses the Services and continue while Customer has access. Each paid subscription continues for the term stated at checkout or in the applicable Order Form. Either party may terminate an applicable agreement for material breach if the breach is not cured within 30 days after written notice, or within 10 days for nonpayment. Either party may terminate immediately if the other ceases business without a successor or becomes subject to insolvency proceedings not dismissed within 60 days. On expiration or termination, Customer’s right to use the affected Services ends, except for an agreed transition period, and accrued fees remain due. If Customer terminates for Atomscale’s uncured material breach, Atomscale will refund prepaid fees for the unused portion of the terminated subscription. If Atomscale terminates for Customer’s uncured material breach, unpaid committed fees become due to the extent permitted by law. On expiration or termination, Customer will immediately cease all use of the Services, including through any cached credentials, API keys, or integrations, and, upon Atomscale’s request, will delete or destroy any copies of Atomscale Technology in its possession or control; this does not apply to Customer Data, which Customer may retain or export as otherwise permitted under these Terms. Provisions that by their nature should survive will survive.13. Modifications and Interruptions
Atomscale may improve, update, or modify the Services. Atomscale will not materially reduce the core functionality of a paid Service during a current subscription term without providing a commercially reasonable alternative, except when needed for security, legal, third-party, or technical requirements. Atomscale may modify usage limits, rate limits, or pricing applicable to free or self-serve tiers at any time on reasonable notice (for example, by posting a notice in the product or emailing Customer’s account contact), effective prospectively. Service levels, support commitments, implementation services, and on-premises or edge deployments apply only if stated in an Order Form or separate agreement. The Services may be unavailable because of maintenance, emergencies, third-party systems, or events outside Atomscale’s reasonable control. Atomscale does not guarantee uninterrupted operation unless a separate service-level commitment applies. Trials, previews, prototypes, and beta features may be changed or discontinued at any time and are provided without service levels unless otherwise agreed. Atomscale may update these Terms by posting a revision with a new effective date and giving reasonable notice of material changes. For an active paid subscription, a materially adverse change will generally take effect at renewal unless earlier application is required by law or reasonably necessary for security or abuse prevention.14. Governing Law
These Terms and any dispute arising from them are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.15. Dispute Resolution
Before filing a claim, the party raising the dispute will give the other written notice describing the issue and requested relief. The parties will try in good faith for 30 days to resolve it through business representatives with authority to settle. This requirement does not prevent a party from seeking urgent injunctive or equitable relief. Any proceeding that is not resolved informally must be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each party consents to personal jurisdiction and venue there. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL IN A PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. Nothing limits either party’s right to seek equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information. Customer acknowledges that any actual or threatened breach of Section 2 (Intellectual Property Rights), Section 6 (Prohibited Activities), or the confidentiality provisions of these Terms would cause Atomscale irreparable harm for which monetary damages would be an inadequate remedy, and that Atomscale is entitled to seek injunctive or other equitable relief, without the necessity of posting a bond where permitted by law, in addition to any other available remedy.16. Corrections
The Services and related materials may contain typographical errors, inaccuracies, or omissions. Atomscale may correct them and update information at any time. If a correction materially changes a pending online order before acceptance, Atomscale will notify Customer and allow Customer to confirm or cancel the affected order without charge.17. Disclaimer
For a paid subscription, Atomscale warrants that the Services will materially conform to the applicable documentation when used as authorized. Customer must notify Atomscale of a material nonconformity within 30 days after discovery. Atomscale will use commercially reasonable efforts to correct it. If Atomscale cannot do so within a reasonable period, either party may terminate the affected Service and Atomscale will refund prepaid unused fees. This is Customer’s exclusive remedy for breach of this warranty. The Services may generate predictions, classifications, similarity results, anomaly alerts, analyses, code, recommended parameters, or other AI-assisted outputs (“AI Outputs”). AI Outputs are probabilistic and may be incomplete, inaccurate, or unsuitable for a particular process, instrument, material system, or operating condition. Qualified personnel must independently review and validate them. Unless a separate written agreement expressly defines an automated-control deployment, AI Outputs must not be the sole basis for safety-critical equipment control. Customer remains responsible for appropriate interlocks, operating limits, fail-safe behavior, validation, oversight, and compliance. EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUTS, DOCUMENTATION, TRIALS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ATOMSCALE AND ITS LICENSORS DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ATOMSCALE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ACCURATE OR COMPLETE AI OUTPUTS, OR ANY PARTICULAR TECHNICAL, PROCESS, YIELD, PERFORMANCE, SAFETY, OR BUSINESS RESULT.18. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; LOSS OR CORRUPTION OF DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND ALL APPLICABLE ORDER FORMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER USED ONLY FREE SERVICES, ATOMSCALE’S TOTAL LIABILITY WILL NOT EXCEED US$100. These exclusions and caps do not apply to Customer’s payment obligations; either party’s fraud, gross negligence, or willful misconduct; Customer’s infringement or misappropriation of Atomscale Technology; either party’s breach of confidentiality; or liabilities that cannot lawfully be limited. The limitations apply regardless of the form of action and are a fundamental basis of the parties’ agreement.19. Indemnification
For paid Services, Atomscale will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Services infringes a United States patent, copyright, or trademark, and will indemnify Customer against damages and reasonable costs finally awarded or agreed in an approved settlement. This obligation does not apply to claims arising from Customer Data, Customer specifications, unauthorized use, modifications not made by Atomscale, combination with items not supplied by Atomscale, continued use after notice, or trials and beta features. Atomscale may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid unused fees. Customer will defend Atomscale and its affiliates against third-party claims arising from Customer Data, Customer’s products or processes, Customer’s unlawful or unauthorized use, or Customer’s material breach of Section 6, and will indemnify them against damages and reasonable costs finally awarded or agreed in an approved settlement, except to the extent caused by Atomscale’s breach. The indemnified party must give prompt notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement to the indemnifying party. Delayed notice reduces obligations only to the extent it materially prejudices the defense. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its written consent.20. Electronic Communications, Transactions, and Signatures
Customer consents to receiving agreements, notices, disclosures, invoices, and other communications electronically. Electronic acceptance, records, and signatures satisfy legal requirements that communications be in writing or signed and have the same effect as originals. Customer is responsible for maintaining current legal, billing, and administrative contact information.21. Miscellaneous
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential. Customer Data is Customer’s Confidential Information; Atomscale’s non-public technology, security information, product plans, and pricing are Atomscale’s Confidential Information. The recipient will use Confidential Information only for the parties’ agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers, contractors, and subprocessors who need to know it and are bound by protective obligations. Information lawfully public, previously known without restriction, received lawfully from another source, or independently developed is not Confidential Information. Legally compelled disclosure is permitted with prompt notice where lawful. On termination of an agreement or upon the disclosing party’s written request, the receiving party will delete or destroy the disclosing party’s Confidential Information in its possession, except as required by law or the receiving party’s standard backup and archival practices, in which case this Section will continue to apply to the retained information. Neither party may assign an agreement without prior written consent, except to an affiliate or with a merger, reorganization, acquisition, or sale of substantially all relevant assets if the assignee assumes the agreement and is not the other party’s direct competitor. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, employment relationship, or third-party beneficiary. Neither party is liable for delay caused by events beyond its reasonable control, including internet or infrastructure outages, cyberattacks or hacking incidents (whether affecting Atomscale or a third-party provider), acts of government, natural disasters, or public health emergencies, but this does not excuse payment for Services already provided. Each party will comply with applicable trade laws, and Customer will not use the Services for a prohibited end use or by or for a restricted party. Customer represents and warrants that it is not (a) located in, or a resident or national of, any country subject to a comprehensive U.S. embargo; (b) identified on the U.S. Treasury Department’s Specially Designated Nationals list, the U.S. Commerce Department’s Denied Persons or Entity List, or any comparable restricted-party list; or (c) fifty percent (50%) or more owned, in the aggregate, by one or more parties described in (a) or (b). Atomscale may immediately suspend or terminate Customer’s access, without liability, if Atomscale reasonably believes such action is necessary to comply with export control or economic sanctions laws. A waiver must be written. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. “Including” means “including without limitation,” and headings are for convenience. Legal notices to Atomscale may be sent to support@atomscale.ai or to the address in Section 22, Attn: Legal. Atomscale may send notices to Customer’s legal or administrative contact. These Terms, applicable Order Forms, and incorporated written agreements are the entire agreement for the Services and supersede prior communications. Conflicts are resolved in this order: signed master agreement; signed data processing addendum for data matters; Order Form; these Terms; and documentation.22. Contact Us
Questions and legal notices may be sent to support@atomscale.ai or to: Atomic Data Sciences, Inc. d/b/a Atomscale76 Summer St., Suite 410
Boston, MA 02110
Attn: Legal
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