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Terms of Service

Last Updated: March 2026

1. Introduction

These Terms of Service ("Terms") govern your use of the website located at www.lyo.works (the "Site") and any services provided by Lyoworks LLC ("Lyoworks," "we," "us," or "our"), a Florida limited liability company with its principal office at University of Miami Life Science & Technology Park, 1951 NW 7th Avenue, Suite 600, Miami, FL 33136.

By accessing this Site or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or our services.

2. Description of Services

Lyoworks is a process development contract development and manufacturing organization (CDMO) providing:

  • Compound formulation development and optimization
  • Lyophilization (freeze-dry) cycle development and optimization
  • Pilot-scale aseptic fill-finish services
  • Stability testing and material characterization
  • Process documentation and technology transfer support

Our services are limited to process development. We do not manufacture finished products for clinical use, consumer distribution, or patient administration. All engagements are governed by individual service agreements or statements of work executed between Lyoworks and the client.

3. Eligibility

Our services are available to businesses, research organizations, and individuals engaged in legitimate compound development activities. By engaging our services, you represent that:

  • You are at least 18 years of age
  • You have the legal authority to enter into binding agreements
  • Your intended use of our services complies with all applicable laws and regulations
  • Your project does not involve the preparation of products for direct patient administration, clinical use, or consumer distribution

4. Service Agreements

All development work is performed under a separate written service agreement or statement of work ("SOW") that specifies the scope, deliverables, timeline, and fees for each engagement. These Terms apply in addition to any SOW. In the event of a conflict between these Terms and a signed SOW, the SOW will govern with respect to the specific engagement.

5. Fees and Payment

5.1 Pricing

Service fees are quoted on a project-by-project basis and detailed in the applicable SOW. Lyoworks does not publish fixed pricing on its website due to the custom nature of each engagement.

5.2 Payment Terms

Unless otherwise specified in the SOW, invoices are due within thirty (30) days of issuance. Lyoworks reserves the right to require deposits or milestone-based payments for certain engagements.

5.3 Late Payment

Overdue invoices may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Lyoworks reserves the right to suspend work on any engagement with outstanding overdue invoices.

5.4 Taxes

All fees are exclusive of applicable taxes. The client is responsible for any sales tax, use tax, VAT, or similar charges imposed by any governmental authority in connection with the services.

6. Intellectual Property

6.1 Client Materials

Clients retain all rights to their proprietary compounds, formulations, and materials provided to Lyoworks for development work. Lyoworks does not claim ownership of client materials or client-specific data generated during an engagement.

6.2 Lyoworks Methods

Lyoworks retains ownership of its proprietary methods, techniques, know-how, and general process knowledge developed independently or as part of its ongoing operations.

6.3 Work Product

Ownership and licensing of engagement-specific work product (including process data, batch records, and development reports) will be defined in the applicable SOW.

7. Confidentiality

Lyoworks treats all client-provided information and project-specific data as confidential. We do not disclose client identities, compound details, or development data to third parties without the client's prior written consent, except as required by law.

Detailed confidentiality obligations are typically governed by a mutual non-disclosure agreement ("NDA") executed prior to or at the start of an engagement.

8. Limitation of Liability

8.1 Service Limitations

Lyoworks provides process development services on an as-agreed basis. We do not guarantee specific outcomes, product performance, regulatory approval, or commercial success.

8.2 Liability Cap

To the maximum extent permitted by law, Lyoworks' total liability arising from or related to any engagement will not exceed the fees paid by the client for the specific engagement giving rise to the claim.

8.3 Exclusion of Damages

In no event will Lyoworks be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost data, or business interruption, regardless of the theory of liability.

9. Indemnification

The client agrees to indemnify and hold harmless Lyoworks, its members, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

  • The client's misuse of deliverables or work product
  • The client's breach of these Terms or any applicable SOW
  • Any use of developed materials for purposes outside the agreed scope, including patient administration or clinical application

10. Disclaimers

Nothing on this Site or in our communications constitutes medical, pharmaceutical, regulatory, or legal advice. Clients are responsible for obtaining their own regulatory, legal, and compliance guidance.

The information provided on this Site is for general informational purposes only. Services are provided "as is" to the extent not otherwise specified in a signed SOW.

11. Acceptable Use

You agree not to use this Site to submit false or fraudulent inquiries, attempt to gain unauthorized access to the Site or its infrastructure, transmit harmful code, scrape information by automated means, or use the Site for any purpose that violates applicable law.

12. Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. Any disputes arising from these Terms will be resolved in the state or federal courts located in Miami-Dade County, Florida.

13. Termination

Lyoworks reserves the right to refuse or discontinue service to any client, and to terminate any engagement, if the client breaches these Terms, the project scope shifts toward patient-directed or clinical use, or continued engagement would present legal, ethical, or reputational risk.

14. Modifications

Lyoworks may update these Terms from time to time. Changes take effect upon posting to this Site. Your continued use of the Site or our services after changes are posted constitutes acceptance of the revised Terms.

15. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

16. Contact

Questions about these Terms may be directed to:

Lyoworks LLC
University of Miami Life Science & Technology Park
1951 NW 7th Avenue, Suite 600
Miami, FL 33136
Email: eutectic@lyo.works

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