Terms of Sale
This Terms of Sale agreement ('Agreement') is entered into by and between Zero-G Radiation Assurance LLC ('Vendor'), a California limited liability company, and the entity identified in the associated Quote or Purchase Order ('Client'). Collectively, Vendor and Client may be referred to as the 'Parties'.
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1. Precedence & Payment
These terms govern all agreements between Vendor and Client. Notwithstanding any provision to the contrary in any current or future agreement (including Master Contracts or Purchase Orders), Client’s obligation to pay all invoiced amounts is an absolute and independent covenant, and is not subject to any condition precedent and is specifically not contingent upon Client’s receipt of payment from any third party, including governmental entities. Any conflicting terms proposed by Client must be explicitly highlighted in writing at the time of order; in the absence of a signed amendment referencing this Section, Vendor’s terms shall prevail.
2. Radiation Testing
The irradiation environment is inherently destructive. Vendor’s services are professional efforts to provide data. Therefore, the survival, functionality, or flight-readiness of test hardware does not determine the validity of the service. No refunds or credits will be issued based on hardware failure or destruction. A service is considered successfully delivered if conducted in a professional manner consistent with Vendor’s standards. In the event of a facility beam outage or technical disruption, Client will be offered a refund or rescheduled time strictly in accordance with the options provided by the beam facility.
3. Radiation Database (SaaS)
In the event of a service disruption exceeding four consecutive hours, Vendor will extend the subscription period by the duration of the disruption, rounded up to the nearest full day. Monthly subscriptions may be cancelled for a full refund within 1 day, and annual subscriptions within 10 days, provided that no user within the licensee organization has utilized the database to perform any queries during that period. Full access terms are located at https://eeeradiation.com/terms.
4. Export Control & Compliance (ITAR/EAR)
Client represents and warrants that it will not provide Vendor with any hardware, technology, or data subject to ITAR or EAR restrictions without prior written notice and formal approval from Vendor’s compliance officer. Client shall indemnify and hold Vendor harmless from any fines, legal fees, or damages resulting from Client’s failure to disclose the export-controlled status of provided materials.
5. Limitation of Liability
To the maximum extent permitted by law, Vendor’s total aggregate liability for any claim arising out of or relating to the Services—whether in contract, tort, or otherwise—shall not exceed the total fees paid by Client for the specific service giving rise to the claim. In no event shall Vendor be liable for consequential, indirect, or incidental damages, including but not limited to loss of profits, loss of data, or "mission failure" costs associated with the deployment of hardware or software.
6. Intellectual Property & Proprietary
Tools Notwithstanding any "Work Product" or "Work Made for Hire" provisions in other agreements, all software code, scripts, firmware, and computation methods developed or utilized by Vendor to perform the Services remain the sole and exclusive property of Vendor ("Vendor IP"). Vendor IP encompasses any and all computer programming, algorithms, and methodologies (e.g., Matlab, R, Python, C++, Excel code and macros, etc.) used to generate results. The "Deliverables" provided to Client shall consist strictly of test data, processed data, and/or analysis reports. Under no circumstances shall Deliverables include Vendor’s underlying software code or firmware. Furthermore, the Radiation Database, including its architecture, data sets, and search logic, is protected Vendor IP as defined in the supplemental terms at https://eeeradiation.com/terms.