Terms of Service

These Terms of Service (“Terms”) govern access to and use of the website, public demos, platform, APIs, software, and related services made available by FluxMateria Labs S.r.l.s. – Socio unico, with registered office at Via Regione Su Pinu 2, 07020 Monti (SS), Italy, P.IVA 03066670906, REA SS-226916, share capital € 200,00 i.v. (“FluxMateria,” “we,” “us,” or “our”).

1. Scope and Acceptance

By accessing or using the Services, you agree to these Terms.

If you access or use the Services on behalf of a company, university, research institution, laboratory, fund, public body, or other organization, you represent and warrant that you have authority to bind that entity to these Terms, and “you” includes both you and that entity.

If you do not agree to these Terms, do not access or use the Services.

2. B2B-Only Service Model

FluxMateria is offered exclusively for business, professional, institutional, academic, and research use.

Paid subscriptions, pilot programs, platform access, API access, enterprise features, and any production use of the Services are available only to organizations and persons acting in a professional or business capacity.

For clarity:

• individuals may visit the public website;
• individuals may use any public demo that we choose to make available;
• but individuals acting as consumers may not purchase or use the full platform as end users unless we expressly state otherwise in writing.

Nothing in these Terms is intended to create a consumer subscription offering for the full FluxMateria platform.

3. Definitions

For these Terms:

• “Account” means a registered account for the Services.
• “Authorized User” means an individual authorized by a Customer to use the Services under that Customer’s subscription or written order.
• “Content” means data, text, files, structures, parameters, prompts, datasets, formulas, or other material submitted to the Services.
• “Customer” means the organization that enters into these Terms or a separate order, pilot agreement, or subscription agreement with FluxMateria.
• “Demo” means any free, limited, evaluation, sample, showcase, or public demonstration feature made available by FluxMateria.
• “Order” means an order form, statement of work, pilot agreement, proposal, or other written commercial document between FluxMateria and a Customer.
• “Services” means the website, demos, platform, APIs, software, outputs, and related services provided by FluxMateria.
• “User Data” means Content submitted by or on behalf of a Customer or user to the Services.

4. Description of Services

FluxMateria provides computational chemistry, materials discovery, mechanism inference, screening, modeling, and related scientific software and services, which may include:

• molecular and materials property prediction;
• scientific and computational screening tools;
• mechanism and workflow tools;
• APIs and integrations;
• public demos and visualizations;
• pilot, preview, and enterprise features.

The Services may evolve over time. Certain features may be labeled Research Preview, Pilot, Beta, Experimental, or similar. Such features may change, be modified, be suspended, or be discontinued at any time.

5. No Scientific, Medical, Regulatory, or Safety-Critical Reliance

You must not rely on the Services as the sole basis for decisions involving:

• patient care or medical treatment;
• diagnostic or clinical decisions;
• biosafety, toxicology, or public-health decisions;
• regulatory submissions or compliance determinations;
• safety-critical engineering, manufacturing, or operational decisions;
• decisions where failure could lead to death, personal injury, environmental harm, or substantial financial loss.

You are solely responsible for validating outputs before using them in research, development, operational, regulatory, commercial, or investment contexts.

6. Public Website and Public Demo Use

6.1 Website Access

The public website is provided for general informational and business-development purposes.

6.2 Demo Access

We may make public demos available for evaluation and showcase purposes. Demo access is optional, limited, and revocable.

We may impose limits on:

• available modules or endpoints;
• request volume;
• session duration;
• accessible functionality;
• supported input types;
• retention of demo inputs or outputs.

6.3 Demo Logging and Abuse Prevention

To protect the website and demos, we log certain technical data associated with demo requests, including IP address, timestamp, request metadata, and related anti-abuse signals.

This processing is performed for legitimate security, fraud-prevention, abuse-prevention, and service-protection purposes, as described in the Privacy Policy. Demo use is not anonymous.

6.4 Demo Outputs

FluxMateria makes no warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for any particular purpose of demo results. You use demo results entirely at your own risk. FluxMateria, its officers, directors, employees, and agents shall not be held liable for any damages, losses, costs, or expenses of any kind arising from or related to your use of, reliance on, or inability to use demo results, regardless of the theory of liability.

7. Accounts

7.1 Registration

To access certain Services, you may be required to create an Account. You agree to provide accurate, current, and complete information and to keep it updated.

7.2 Account Security

You are responsible for:

• maintaining the confidentiality of credentials;
• restricting unauthorized access to your Account;
• all activity occurring under your Account, except to the extent caused by our breach.

You must notify us promptly of any suspected unauthorized access or security incident involving your Account.

7.3 Authorized Users

Customer Accounts may be used only by Authorized Users within the scope of the applicable subscription or Order. Shared credentials are prohibited unless expressly authorized in writing.

8. Commercial Terms

8.1 Orders and Subscription Documents

Paid access to the Services is governed by these Terms together with the applicable Order. If there is a conflict between these Terms and an executed Order, the Order controls solely to the extent of that conflict.

8.2 Fees

Fees, billing terms, payment schedules, taxes, renewal terms, and service scope are set out in the applicable Order, invoice, or pricing page where applicable.

Unless otherwise stated:

• fees are in the stated currency and exclude VAT and other applicable taxes;
• fees are non-cancellable and non-refundable once invoiced, except as required by law or expressly agreed in writing;
• late payments may result in suspension of access.

8.3 Taxes

You are responsible for all applicable taxes, duties, levies, and similar governmental charges, excluding taxes based on FluxMateria’s net income.

9. Acceptable Use

You may not, and may not permit others to:

• use the Services in violation of any applicable law or regulation;
• use the Services for unlawful, fraudulent, deceptive, or abusive purposes;
• interfere with or disrupt the Services, infrastructure, or security mechanisms;
• probe, scan, or test vulnerabilities without prior written authorization;
• circumvent rate limits, usage caps, access controls, or technical restrictions;
• reverse engineer, decompile, disassemble, copy, mirror, or create derivative works of the Services, except to the extent such restriction is prohibited by applicable law;
• use bots, scripts, scraping, or automated methods to extract data from the public website or demos except as expressly permitted;
• upload malicious code or attempt unauthorized access;
• use the Services to infringe intellectual property, confidentiality, privacy, or other rights of any person;
• submit special-category personal data, patient data, or other highly sensitive personal data unless expressly covered by a separate written agreement and appropriate legal safeguards;
• use the public demos or public site to benchmark, replicate, clone, or build a competing service in a manner not permitted by law;
• use the Services in connection with weapons development, prohibited end uses, sanctioned parties, or export-control violations.

We may suspend or block access for violations or suspected violations of this Section.

10. Your Data

10.1 Ownership

As between the parties, you retain all right, title, and interest in and to your User Data.

10.2 License to FluxMateria

You grant FluxMateria a non-exclusive, worldwide, limited license to host, process, transmit, store, copy, and otherwise use User Data solely as necessary to:

• provide the Services;
• maintain and secure the Services;
• prevent fraud and abuse;
• comply with law;
• perform support, troubleshooting, and service administration.

10.3 No Training on Customer Scientific Data

10.4 Aggregated and De-Identified Data

We may generate and use aggregated, statistical, or de-identified information that does not identify you or your organization to operate, secure, analyze, improve, and describe the Services, including for internal benchmarking and research reporting.

We will not publicly disclose a Customer’s confidential scientific inputs or outputs in identifiable form without permission.

10.5 Export and Deletion

Subject to the applicable Order, technical limitations, and legal retention obligations, Customers may request export or deletion of User Data.

11. Intellectual Property

11.1 FluxMateria Property

FluxMateria and its licensors own all right, title, and interest in and to the Services, including all software, models, methods, interfaces, documentation, trademarks, service marks, branding, design elements, and related intellectual property.

No rights are granted except the limited right to use the Services in accordance with these Terms and any applicable Order.

11.2 Feedback

If you provide suggestions, feedback, comments, enhancement requests, or ideas relating to the Services, you grant FluxMateria a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and incorporate them without restriction or compensation, provided we do not publicly identify your confidential information in doing so.

11.3 Customer IP

Except for the limited rights granted in these Terms, nothing in these Terms transfers ownership of your Content, User Data, inventions, research results, or other intellectual property.

12. Confidentiality

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

12.2 Exclusions

Confidential Information does not include information that:

• is or becomes public without breach of these Terms;
• was already lawfully known to the receiving party without restriction;
• is lawfully received from a third party without duty of confidentiality;
• is independently developed without use of the disclosing party’s Confidential Information.

12.3 Protection

Each party shall use the other party’s Confidential Information only as necessary for the relationship under these Terms and shall protect it using reasonable measures, and at least the same degree of care it uses for its own similar confidential information.

12.4 Required Disclosure

A party may disclose Confidential Information where required by law, regulation, court order, or governmental request, provided it gives notice where legally permitted.

13. Third-Party Services

The Services may integrate with or rely on third-party providers, including infrastructure, payment, analytics, communications, identity, or hosting providers.

FluxMateria is not responsible for third-party services except to the extent required by applicable law or expressly set out in an Order.

14. Warranties and Disclaimers

14.1 Limited Operational Commitment

FluxMateria will use commercially reasonable care in providing the Services.

14.2 Disclaimer

To the maximum extent permitted by law, FluxMateria disclaims all implied warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and uninterrupted operation.

We do not warrant that:

• the Services will be uninterrupted, timely, secure, or error-free;
• outputs will be accurate, complete, reproducible, or suitable for any specific project or regulatory use;
• defects will always be corrected;
• public demos or preview features will remain available.

15. Limitation of Liability

To the maximum extent permitted by law:

15.1 Excluded Damages

FluxMateria will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, even if advised of the possibility of such damages.

15.2 Liability Cap

FluxMateria’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed:

• the total amount paid by the Customer to FluxMateria under the applicable Order during the twelve months preceding the event giving rise to the claim; or
• €100, for public demo or free-use claims where no fees were paid.

15.3 Carve-Outs

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

16. Indemnification

You will defend, indemnify, and hold harmless FluxMateria and its directors, officers, employees, contractors, and affiliates from and against third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your Content or User Data;
• your misuse of the Services;
• your violation of these Terms;
• your violation of applicable law or third-party rights.

FluxMateria will promptly notify you of any indemnified claim and provide reasonable cooperation at your expense.

17. Suspension and Termination

17.1 By You

You may stop using the public website and demos at any time. Customers may terminate paid Services in accordance with the applicable Order.

17.2 By FluxMateria

We may suspend or terminate access immediately, with or without notice, where reasonably necessary to:

• protect the Services or other users;
• respond to legal or regulatory requirements;
• investigate or prevent fraud, abuse, or security incidents;
• address non-payment;
• address a breach of these Terms or an Order.

17.3 Effect of Termination

Upon termination:

• your right to access the relevant Services ends;
• accrued payment obligations survive;
• Sections that by their nature should survive will survive, including Sections on IP, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

18. Governing Law and Disputes

These Terms are governed by the laws of Italy, without regard to conflict-of-law rules, and subject to applicable mandatory European Union law.

The parties will attempt in good faith to resolve any dispute informally by written notice before commencing proceedings.

Unless otherwise required by mandatory law or expressly stated in a signed Order, the courts of Tempio Pausania, Italy will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services.

19. Export Controls and Sanctions

You agree to comply with all applicable export-control, sanctions, and trade laws and regulations, including, where applicable, Regulation (EU) 2021/821, United States export-control laws, and applicable sanctions programs.

You represent and warrant that you are not:

• located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction to the extent prohibited by law;
• a prohibited or restricted party under applicable export or sanctions laws;
• using the Services for prohibited end uses.

20. Changes to These Terms

We may update these Terms from time to time.

Material changes will be posted on the website with an updated effective date and, where appropriate, communicated through the Services or by email to registered users or Customers.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.

21. General Provisions

These Terms, together with the Privacy Policy and any applicable Order, form the entire agreement between the parties regarding the subject matter addressed here.

If any provision is held unenforceable, the remaining provisions remain in effect.

Our failure to enforce a provision is not a waiver.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Force Majeure: Neither party is liable for delays or failures in performance due to circumstances beyond reasonable control, including but not limited to: natural disasters, war, terrorism, government actions, pandemics, internet or telecommunications outages, cloud infrastructure or third-party service provider failures (including AWS, Cloudflare, or payment processors), power failures, cyberattacks, or changes in applicable law or regulation.

22. Contact