CERTIFIED TESTING AND DATA TERMS AND CONDITIONS

SCOPE

These terms and conditions (“terms”) between Certified Testing and Data, including all corporations, limited liability companies, partnerships, and other business entities utilizing the name “Certified Testing and Data”, “CTND Lab”, “CTND Labs”, “CTND Laboratories” and “CTND” and the customer (“Customer” or “Client”) requesting services, shall govern the relationship between CTND and Client, and the terms on which the Services are provided. Customer agrees that when Customer signs or submits a service order request these terms will become effective.

SERVICES

Client hereby retains CTND as an independent contractor to provide lab testing services (“Services”) in compliance with the laws and regulations governing each state found in section 10 of these terms. Upon completion of the Services, CTND will provide Client with a Certificate of Analysis (“COA”).

CTND warrants that all Services shall be performed (i) in a competent and professional manner (ii) in accordance with recognized industry standards, (iii) in accordance with current and applicable laws and regulations, and, (iiii) in accordance with the CTND Quality Management System (“QMS”). CTND does not make any guarantee that the results will meet the acceptance or other criteria set out by Customer, and CTND does not accept responsibility for failure to meet any acceptance or other criteria. Client acknowledges that test results do not represent all potential and/or existing hazards.

CTND reserves the unconditional right to utilize external (non-CTND) laboratory resources to produce the results of testing or performance of Services as required.

CUSTOMER RESPONSIBILITIES

Customer agrees that all decisions regarding which Services are required related to Customer’s products or business is solely Customer’s responsibility and Customer must decide whether the specific Service is appropriate for Customer’s circumstances and intended use of the results, Service Reports, or Software applications. Customer represents and warrants that it has sufficient and reasonable commercial knowledge and experience with respect to all international, federal, state, and local laws and regulations (the “Laws”) related to its products and business.

INTELLECTUAL PROPERTY

Intellectual Property is the patents, trademarks, copyrights, trade secrets, and proprietary rights of a company. Client understands and acknowledges that CTND is authorized to use anonymized data and is the sole owner of all Intellectual Property and rights to CTND services, products, developments, and knowledge. At no time shall a Client or other party infringe on CTNDs Intellectual Property or rights. If Client is aware of, or suspects parties to be in violation of CTNDs Intellectual Property the Client is obligated to inform CTND as soon as the knowledge or suspicion arises. It is the responsibility of CTND to take action against any parties who infringe on CTNDs Intellectual Property.

LIMITS OF LIABILITY

Customer acknowledges that, due to the nature of the Services to be conducted, CTND shall not at any time return samples or other materials back to Client or its representatives.

CTND shall have no liability for any errors, deficiencies, or omissions in any Services provided to Customer that are based on inaccurate or incomplete information provided to CTND. Client understands that, to the fullest extent permitted by law, no CTND Party shall be held liable to Client for any damages, whether caused by a CTND Party’s negligence, errors, omissions, strict liability, breach of contract, commission of tort, breach of warranty, or other causes of action whatsoever, except for gross negligence or willful misconduct of a CTND Party.

PAYMENT

Payment is due upon sample receipt at the laboratory. Client will be responsible for payment of invoices issued by CTND for services rendered. Clients may be eligible for terms and any agreements for such terms must be made in writing. Any invoices paid beyond the payment terms will incur a finance charge of 5% at 30 days late based on the due date and 16% APR interest per month going forward. Any dispute about invoices must be raised within 15 days of the invoice date. The challenge of an analytical result will not entitle a Customer to defer payment. Returned or bounced check(s) will incur a $50.00 minimum fee. Credit card processing fees will be paid by Customer.

COMPLIANCE WITH THE LAW

CTND, its employees, and representatives will not at any time either directly or indirectly, use for the personal benefit or divulge, disclose, or communicate, any information that is proprietary to the Client. Such information will be treated as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Client of these confidentiality obligations which allows CTND to disclose the Clients confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party.

Except as required by law, neither Party nor its representative shall use the other Party’s name, trademark, or logo in connection with any press releases or other publication without the other Party’s written consent or make statements that are disparaging about the other Party, its representatives or agents, products, services or business, nor will either Party file a statement or complaint with a government regulatory agency that misstates or omits the operations and activities of the other Party.

FORCE MAJEURE

CTND shall not be responsible for any losses due to delays or failures if such delays or failures arise out of causes beyond its control. Such causes may include, but are not limited to, acts of God or the public enemy, fire, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, electrical outages, terrorism, computer or communications failures, severe weather, and acts or omissions of subcontractors or third parties. CTND shall not be liable for delays or other problems caused by unforeseen circumstances, compliance with governmental requests, laws, regulations, or breakage or failure of equipment or apparatus, or any other event beyond CTND’s reasonable control

COMPLETE TERMS AND CONDITIONS

These terms, including all exhibits and attachments, contain the entire terms and conditions of the Parties hereto and supersedes all prior terms and conditions, understandings, and letters of intent between the Parties. These terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.