TERMS AND CONDITIONS

FormulationAnalysis LLC

A United States Limited Liability Company

Effective Date: February 13, 2026

Last Updated: March 2026

These Terms and Conditions (“Terms”) govern all services provided by FormulationAnalysis LLC (“Company,” “we,” “us,” or “our”) to any individual or business entity (“Client”) that submits samples, requests analysis, or engages the Company in any capacity. By submitting a sample, signing a quote, or making payment, Client agrees to be bound by these Terms in full.

1. Nature of Services

FormulationAnalysis LLC provides independent laboratory testing, chemical compositional analysis, and analytical consulting services (“Services”). All Services are strictly analytical and informational in nature.

The Company does not:

Manufacture or replicate products for sale
Provide legal opinions or regulatory advice
Conduct patent searches or freedom-to-operate analysis
Guarantee regulatory compliance
Certify the commercial viability of any product or formulation

2. Confidentiality and Non-Disclosure

The Company treats all submitted samples, client data, project details, and analytical findings as strictly confidential. The Company agrees to:

Not disclose client information to any third party without prior written consent, except as set forth in Section 12 (Third-Party Laboratory Engagement)
Use submitted materials solely for the purpose of completing the agreed Services
Maintain reasonable security measures to protect client data

This confidentiality obligation survives termination of Services for a period of five (5) years.

Upon request, the Company will execute a separate Non-Disclosure Agreement (NDA) prior to commencement of Services. Execution of a standalone NDA does not limit or supersede the protections provided in this section.

Exceptions: The Company may disclose information as required by law, court order, or regulatory authority, and will notify Client promptly if legally permissible.

3. Payment Terms

Unless otherwise agreed in a written project contract or quote:

Full payment of the quoted project fee is due and must be received in full before the Company commences any analysis or testing
Work will not begin until cleared funds are confirmed
Payment is accepted via bank transfer, ACH, wire transfer, or other methods specified in the project contract
All fees are quoted and payable in United States Dollars (USD)

Alternative payment arrangements (such as deposit-based or milestone-based schedules) are available only where expressly set out in the signed project contract. In the absence of such written agreement, full prepayment applies.

Overdue Payments: If any payment arrangement other than full prepayment is agreed in writing and payment becomes overdue, the outstanding balance accrues interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

Report Withholding: Where any alternative payment arrangement has been agreed, the Company reserves the right to withhold delivery of analytical reports and findings pending receipt of full outstanding payment.

No Refunds After Commencement: Once analysis has commenced, fees paid are non-refundable, as consumable costs and laboratory time are incurred from the point of sample processing.

Disputed Invoices: Client must notify the Company in writing of any invoice dispute within ten (10) business days of receipt. Undisputed portions remain due on the original payment schedule.

4. Sample Submission and Handling

Client Responsibility for Samples: Client is solely responsible for ensuring that submitted samples are:

Properly labeled with accurate chemical or product identification
Packaged in compliance with applicable shipping regulations, including DOT and IATA requirements for hazardous materials
Accompanied by a current Safety Data Sheet (SDS) where required by law or where the sample may present a hazard

Hazardous Materials: Client must declare all hazardous, toxic, flammable, reactive, or controlled substances prior to submission. The Company reserves the right to refuse any sample that is not properly declared or documented. Client assumes full liability for any harm, cost, or regulatory consequence arising from improper sample declaration or packaging.

No Sample Return Policy: All submitted samples are consumed or partially consumed during the analytical process. The Company does not return submitted samples under any circumstances. By submitting a sample, Client acknowledges and accepts that the sample will not be returned and irrevocably releases any claim to the submitted material.

Sample Retention and Disposal: Any residual sample material remaining after analysis will be retained by the Company for up to thirty (30) days following report delivery, solely for the purpose of quality verification or potential repeat testing. After this retention period, residual materials will be disposed of in accordance with applicable environmental, health, and safety regulations at the Company’s sole discretion. The Company is under no obligation to notify Client prior to disposal.

Lawful Submission: By submitting a sample, Client represents and warrants that the sample was lawfully obtained and that submission does not violate any contractual obligation, court order, or fiduciary duty owed to any third party.

5. Client Legal Responsibility

Client acknowledges and agrees that:

Reverse engineering, deformulation, and compositional analysis laws vary by jurisdiction
Patent, trade secret, unfair competition, and related laws may apply to the use of analytical results
Commercial use of any analytical findings is solely the Client’s responsibility

Client assumes full and exclusive responsibility for obtaining independent legal counsel prior to manufacturing, marketing, selling, licensing, or distributing any product derived from or informed by analytical findings. The Company makes no representation regarding the legality of any commercialization activity.

6. Intellectual Property Non-Reliance

Client agrees that:

The Company does not conduct patent searches or freedom-to-operate assessments
The Company does not evaluate the enforceability of any intellectual property rights
Analytical identification of chemical components does not imply the absence of patent protection, trade secret protection, or any other intellectual property right

No report, finding, or communication from the Company shall be construed as legal clearance to replicate, manufacture, or commercialize any product or formulation.

7. Trade Secret Disclaimer

Client represents and warrants that:

Any submitted product or material was lawfully obtained
Submission does not violate any confidentiality agreement, fiduciary duty, or contractual restriction
Client is not knowingly submitting materials that constitute another party’s trade secret obtained through improper means

The Company does not knowingly accept materials obtained through unlawful means. In the event a dispute arises concerning trade secret misappropriation, Client shall defend, indemnify, and hold harmless the Company from all resulting claims, costs, and damages.

8. Delivery of Results and Turnaround Time

Estimated turnaround times provided in project quotes are estimates only and do not constitute binding delivery deadlines unless expressly stated in writing.

Delivery of an analytical report by email to the Client’s designated address constitutes completion of the Company’s delivery obligation. Client is responsible for providing and maintaining a valid email address for report delivery.

The Company is not liable for delays caused by:

Insufficient or degraded sample material
Incomplete or inaccurate information provided by Client
Force majeure events, including natural disasters, supply chain disruptions, or equipment failure
Third-party laboratory processing times where applicable

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

THE COMPANY SHALL NOT BE LIABLE FOR ANY:

Patent infringement claims arising from Client’s use of analytical results
Trade secret misappropriation claims
Regulatory enforcement actions
Business losses or loss of anticipated profits
Loss of goodwill or reputational harm
Manufacturing errors or product liability claims
Indirect, incidental, special, consequential, or punitive damages

This limitation applies even if the Company has been advised of the possibility of such damages, and regardless of the theory of liability (contract, tort, strict liability, or otherwise).

10. Indemnification

Client shall defend, indemnify, and hold harmless FormulationAnalysis LLC, its members, managers, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Client’s commercial use of analytical results
Intellectual property disputes arising from Client’s activities
Regulatory violations by Client
Client’s product manufacturing, marketing, or distribution
Misrepresentation of the Company’s services or findings
Third-party claims resulting from Client’s breach of these Terms

This indemnification obligation survives termination of Services.

11. No Warranty

SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF:

Merchantability
Fitness for a particular purpose
Non-infringement
Analytical accuracy beyond reasonable laboratory standards and accepted analytical tolerances

Analytical variability is inherent in chemical testing. Results represent findings from the submitted sample under the specific conditions and methods applied and may not be reproducible across different laboratories, instruments, or methodologies.

12. Third-Party Laboratory Engagement

The Company reserves the right to engage qualified third-party laboratories, analytical service providers, or specialist contractors (collectively, “Subcontractors”) to perform part or all of the analytical work required to complete the Services. Subcontractors may be located within the United States or in other countries.

The Company will not seek Client’s prior consent before engaging Subcontractors. However:

All Subcontractors engaged by the Company are bound by confidentiality obligations no less protective than those set out in Section 2 of these Terms
The Company assumes full responsibility for the quality, accuracy, and confidentiality of work performed by Subcontractors
All analytical reports and findings delivered to Client will be issued under the Company’s name and reviewed by the Company, regardless of which laboratory performed the underlying analysis
Client’s contractual relationship is solely with FormulationAnalysis LLC; Client has no direct contractual rights against any Subcontractor

The use of Subcontractors does not affect the Company’s obligations to Client under these Terms, including its obligations regarding report delivery, liability, and confidentiality.

13. Dispute Resolution and Arbitration

Negotiation First: In the event of a dispute, the parties agree to attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days before initiating arbitration.

Binding Arbitration: If negotiation fails, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English.

Arbitration Fees: Each party shall bear its own legal fees. AAA administrative fees and arbitrator compensation shall be split equally between the parties, unless the arbitrator awards costs differently.

Client Waivers: By agreeing to these Terms, Client waives the right to:

A jury trial
Participation in any class action lawsuit or class-wide arbitration
Multi-party litigation involving the Company

Exceptions: Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

14. Choice of Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the State of Wyoming, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms or any Services provided hereunder.

15. Export Control Compliance

Client agrees not to use, transfer, or export any analytical reports, data, or technical information in violation of applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Client assumes sole responsibility for export compliance with respect to any findings or materials received from the Company.

16. Independent Contractor Status

The Company is an independent analytical service provider. Nothing in these Terms creates or implies:

A partnership, joint venture, or agency relationship
A technology transfer agreement
Any ongoing obligation beyond the scope of the agreed project

17. Amendments and Modifications

The Company reserves the right to update or modify these Terms at any time. Updated Terms will be posted on the Company’s website with a revised effective date. Continued use of the Company’s services following any update constitutes acceptance of the revised Terms.

No modification to these Terms for a specific project shall be binding unless agreed in writing and signed by an authorized representative of the Company.

18. Entire Agreement and Severability

These Terms, together with any project-specific quote or written agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions, representations, or agreements.

If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19. Survival

The following sections survive termination or expiration of Services:

Section 2 (Confidentiality)
Section 5 (Client Legal Responsibility)
Section 6 (Intellectual Property Non-Reliance)
Section 7 (Trade Secret Disclaimer)
Section 9 (Limitation of Liability)
Section 10 (Indemnification)
Section 13 (Dispute Resolution)

20. Contact Information

For questions regarding these Terms, please contact:

FormulationAnalysis LLC

Email: info@formulationanalysis.com

Phone: (859) 216-8899

Sample Receiving: 2225 Global Way, Hebron, KY 41048, United States