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1. Applicability

All sales of testing, certifications, or consulting services by LabDoor, Inc. (Labdoor) are subject to these Terms and Conditions (“Terms”) unless otherwise agreed in writing.

The accompanying invoice ("Invoice") and these Terms (collectively, this "Agreement"), along with any other applicable documents referred in these Terms, comprise the entire agreement between Labdoor and the buyer of these services (“Buyer”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Invoice, these Terms shall govern, unless the Invoice expressly states that the terms and conditions of the Invoice shall control.

2. Conditions of Sale

All sales are made expressly conditioned upon Buyer's acceptance of these Terms. These Terms prevail over any of Buyer's general terms and conditions regardless whether or when Buyer has submitted its request for proposal, order, or such terms. All sales are deemed final when the Invoice has been paid by Buyer. Provision of services to Buyer does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

The results of all testing, whether performed by Labdoor or by a third party at the direction of Labdoor, remain the property of Labdoor in perpetuity. Labdoor reserves the right to publish or share any testing results or other analyses associated with this work. Testing results will only be deemed confidential if Buyer expressly requests confidentiality and Labdoor accepts this request prior to a sale becoming final.

3. Fees and Payments

In consideration of the provision of the Services by Labdoor and the rights granted to Buyer under this Agreement, Buyer shall pay the fees set forth in the Invoice. Prices are subject to change without notice, unless otherwise agreed in writing between Buyer and Labdoor.

Buyer shall pay all invoiced amounts due to Labdoor within 30 days from the date of Labdoor's invoice. Buyer shall make all payments hereunder in US dollars. In the event payments are not received by Labdoor within 30 days after becoming due, Labdoor may:

  1. charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
  2. suspend performance for all Services until payment has been made in full.

4. Testing Services

Labdoor’s testing services are related to the testing and analyzing of consumer products. Labdoor shall provide the services to Buyer as described in the Invoice in accordance with these Terms and the following shall apply:

  1. Testing results only represent the actual sample(s) used in the testing process.
  2. Labdoor shall use commercially reasonable efforts in accordance with industry standards to perform any testing services as agreed by Labdoor. The foregoing is Labdoor’s sole warranty and Labdoor disclaims any other express or implied warranties, including that study results or report formats will meet the approval of regulatory agencies. In the event that testing results or report formats do not fulfill regulatory requirements or any other obligation of Buyer, Labdoor will not be liable for repeat testing.

5. Product Certifications

Product certifications by Labdoor is the process of performing quality assurance testing to ensure that a product consistently meets qualification standards. Labdoor shall offer testing and certifications to Buyer as described in the Invoice in accordance with these Terms and the following shall apply:

  1. A product must pass all qualification standards for a given certification program to earn that Labdoor certification.
  2. Certifications are issued on a per product, per lot basis.
  3. Buyer may not alter Labdoor’s certifications in any way or create any new marks or certifications referencing Labdoor without prior written consent of Labdoor.

For specific qualification criteria for each certification offered by Labdoor, see: Labdoor Certification Standards.

6. Consulting Services

Product certifications by Labdoor is the process of performing quality assurance testing to ensure that a product consistently meets qualification standards. Labdoor shall offer testing and certifications to Buyer as described in the Invoice in accordance with these Terms and the following shall apply: Labdoor offers a variety of consulting services related to the design, production, and marketing of consumer products. Labdoor shall provide the services to Buyer as described in the Invoice in accordance with these Terms and the following shall apply:

  1. Consulting reports are submitted to Buyer on a confidential basis. No reference to the work, the results, or Labdoor, in any form of advertising, news release, or other public announcements may be made without prior written consent of Labdoor.
  2. Buyer agrees to reimburse Labdoor for all reasonable travel and out-of-pocket expenses incurred by Labdoor in connection with the performance of the Services.

7. Litigation Support

If Buyer is engaging Labdoor for testing services related to, or which may be used by Buyer for, litigation support, Buyer must disclose such purpose to Labdoor. Labdoor will decide, in its sole discretion, as to whether it is willing to perform such testing since it may be against the interests of other actual or prospective clients.

Buyer represents and warrants that any testing it requests Labdoor to perform will not be used against other food or supplement manufacturers, sellers or their agents. Buyer agrees that if Labdoor provides testing and is later requested by Buyer and elects to do so, or is required to testify relating to the services, all reasonable costs for Labdoor, including time spent preparing and testifying and expenses associated with such testifying will be paid by Buyer.

8. Confidential Information

All non-public, confidential, or proprietary information of Labdoor, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Labdoor to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Buyer without the prior written consent of Labdoor. Confidential Information also includes any observations made by Buyer or Buyer’s Agents during site visits or in correspondence or conversation with Labdoor or its agents, including without limitation information concerning Labdoor’s: sales, costs, customers, employees, products, services, apparatus, equipment, processes, formulas, marketing information, or information concerning the business or finances of Labdoor.

Confidential Information does not include information that is:

  1. in the public domain;
  2. known to Buyer at the time of disclosure; or
  3. rightfully obtained by Buyer on a non-confidential basis from a third party.

Buyer agrees to use the Confidential Information only to make use of the Services and Deliverables. Labdoor shall be entitled to injunctive relief for any violation of this Section.

9. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of Labdoor in the course of performing the Services, including without limitation any items identified as such in the Invoice (collectively, the "Deliverables") except for any Confidential Information of Buyer or Buyer materials shall be owned by Labdoor.

No rights or licenses in Intellectual Property Rights are granted to Buyer under this Agreement. Labdoor may grant Buyer a permission to use (a “Permission to Use”) or a trademark license (“Trademark License”) on request and on payment of the applicable use or license fee.

10. Limited Warranty

Labdoor represents and warrants to Buyer that it shall perform the Services in a professional manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. In the event of a material error by Labdoor, Labdoor’s sole obligation to Buyer shall be for Labdoor, in its sole discretion, to either:

  1. re-perform such Services; or
  2. credit or refund the price of such Services at the pro rata contract rate.

THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND LABDOOR'S ENTIRE LIABILITY.

11. Indemnification and Limitation of Liability

Buyer shall indemnify Labdoor from any loss, cost, damage or expense (including reasonable attorneys’ fees) from any lawsuit, action, claim, demand or proceeding arising from or associated with, directly or indirectly, Labdoors execution and/or performance of its services hereunder.

IN NO EVENT SHALL LABDOOR’S LIABILITY IN CONNECTION WITH ANY SALE HEREUNDER EXCEED THE CONTRACT PRICE PAID FOR THE SERVICE IN ISSUE. IN NO EVENT SHALL LABDOOR BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LABDOOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. Disclaimers

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10 ABOVE, LABDOOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

These Terms may be modified in writing from time to time. Sales will be governed by the most recent version of these Terms that is in effect at the time the sale is finalized.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

13. Termination

In addition to any remedies that may be provided under this Agreement, Labdoor may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer:

  1. fails to pay any amount when due under this Agreement;
  2. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
  3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

14. Force Majeure

Labdoor shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Labdoor including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.