Green Valley Analytics’ Terms & Conditions of Service Agreement

All analytical services provided by Green Valley Analytics, LLC (GVA) are subject to the terms and conditions of this Terms & Conditions (the “Agreement”). The client (“Client”) understands and agrees that submission of an Order through Green Valley Analytics/Labware or signing an Invoice or Chain of Custody (CoC) document constitutes acceptance of the terms and conditions as stated in this Agreement. To the extent that any Client Order, Invoice or Chain of Custody form contains any terms or conditions that vary from the terms of this Agreement, all such additional or varying terms and conditions shall be of no force or effect and shall not be part of this Agreement, even if GVA performs the service requested.

PRICING AND CHARGES:  No refunds for cancellation of any part or all of order after GVA has finished in-take and recorded the order/samples into its software.  Client may be asked to pay the cost of transport if order is canceled after samples/order has been picked up.

CONFIDENTIALITY: Confidentiality is maintained by GVA in all interactions with Client. Each party shall protect confidential information (“Information”) of the other party, using the same degree of care, but no less than a reasonable degree of care, as such party uses to protect its own confidential information. Each party shall disclose the other’s Information only to its employees or contractors who have a need to know and are bound by obligations of confidentiality. Provided, however, to the extent required by law, GVA may notify the appropriate state authority of failed test results.

SAMPLE SUBMISSION: Samples and test results are managed through the Labware online platform. Client will complete account setup within Labware before any samples are submitted. Either the Client or a GVA representative is then responsible for submitting orders, Metrc Manifest, and Chain of Custody (CoC) documents for each sample submitted to GVA for testing. Additionally, Client is responsible for adding additional administrators and team members to the Labware account. GVA retains all samples submitted for a period of time as defined by state and local law. At that time, the samples are destroyed in accordance with general laboratory practices and applicable state disposal guidelines.

PAYMENT TERMS: Payment for work performed is due by the due-date listed on the invoice. GVA retains the right to perform a credit check with the Client’s approval. If payment is not received, Client agrees to pay a finance fee of 2%, per week, of the invoice amount until the invoice is paid in full. Client agrees to pay all of GVA’s collection costs, including reasonable attorney fees and associated costs due to late or non-payment. Notwithstanding the foregoing, GVA reserves the right to refuse service for any reason, including for the reason that Client already has an account balance more than fifteen (15) days past due.

Any Client payment returned for insufficient funds may be assessed a banking fee. Regardless of the foregoing, upon termination of this Agreement for any reason Client shall remain liable for all amounts due and owing as of the termination date.

RETEST ANALYSES: Retests performed at Client’s request may be charged to Client at a discounted rate to be determined by GVA.

TRANSPORTATION CHARGE: GVA will notify Client in writing should there be any transportation charges.

HAZARDOUS SUBSTANCES AND PATHOGENS: Any package containing a sample that contains or is suspected of containing a pathogen or hazardous substance must be clearly identified as such and communicated to GVA prior to shipping. GVA reserves the right to refuse any shipment or sample that may pose a risk to its employees or its business. Client shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample(s) submitted, whether or not described as hazardous waste.

LITIGATION: If Client Information is subpoenaed in response to any court of law or regulatory body having jurisdiction, GVA will make best efforts to notify Client in advance of such subpoena deadline and allow Client to take appropriate steps to protect its information. All costs associated with litigation or dispute, including copying and submission of all documents subpoenaed, for oral or written testimony or preparation of same, or for any other purpose related to work provided by GVA in connection with the analyses/reports performed/completed for the Client, shall be paid by Client. Such costs include, but are not limited to, hourly charges, travel, accommodations, mileage, counsel and all other expenses associated with said litigation or dispute.

RELATIONSHIP OF THE PARTIES: GVA and Client agree that GVA is an independent contractor to Client and will not act as Client’s employee, agent, representative or sponsor under the terms and conditions stated herein.

WARRANTY: GVA warrants that all services will be performed in a timely manner by competent personnel and will comply with all laws and regulations applicable to cannabis testing facilities. GVA makes no warranty as to the results to be obtained by Client from the use of any services or information provided by GVA under the terms and conditions as stated herein and GVA gives no warranty, express or implied, or of fitness for a particular purpose or merchantability in connection with its analytical testing, sampling, or reporting.

RESTRICTIONS ON USES OF LABORATORY RESULTS AND MARKETING CLAIMS: GVA analysis data does not construe—and may not be cited as—any form of “approval” or “certification” or “accreditation” or “validation” of the safety, purity or composition of the products tested. GVA analysis is not an accreditation program. Laboratory results do not constitute “approval” of your products in any way.  Client may not describe products tested by GVA as being approved, certified, accredited, validated or similar terms.

LIABILITY: Client agrees to indemnify GVA from any loss, damage, cost or expense (including reasonable attorneys’ fees), arising from any claim, demand, assessment, action, suit or proceeding occurring as a result of the negligence, gross negligence or intentional misconduct of Client (including any employees, agents and/or subcontractors). Client further agrees to indemnify GVA against all liability, debts, actions, charges or claims arising out of Client’s obligations under this Agreement or Client’s failure to comply with any statute, regulation, ordinance, or other legal authority.

To the fullest extent permitted by applicable law, Client shall indemnify, defend, and hold GVA and its directors, officers, shareholders, members, employees, agents, and representatives harmless from and against all liabilities, losses, costs damages, claims (including third party claims), obligations, fees, and expenses arising out of (I) Reliance on any information that results in incorrect conclusions or results, and (II) Business loss, personal injury, or death allegedly caused by provision of services or use of Client’s product by any reason.  Any liability of GVA to Client or any third party shall be limited to the cost of the analysis charged to client.  In no event shall GVA be liable to Client or any third party for any exemplary, punitive, indirect, incidental, special, or consequential damages (including but not limited to lost expenses or profits) arising from or in any way connected with its performance or failure to perform, even if there is evidence of knowledge of the possibility of such damages.

With Client’s permission, GVA may subcontract Client sample to other qualified licensed testing lab (ITL). GVA assumes no responsibility for the accuracy of any information related to the samples (whether GVA or Client information) and shall not be liable if reliance on such information results in incorrect conclusions or results.

THIRD-PARTY BENEFICIARIES This Agreement is entered into solely for the benefit of the Parties hereto, and no provision of this Agreement shall be deemed to confer upon third parties any remedy, claim, liability, cause of action, or other right or obligation in excess of those existing without reference to this Agreement. All results provided by GVA as part of the Services are strictly for the use of Client. Neither GVA nor any GVA Affiliated Party is in any way responsible for the use of such results by any third parties. All results should be considered in their entirety, and neither GVA nor any GVA Affiliated Party is responsible for the separation, detachment, or other use of any portion of these results.

GOVERNING LAWS and JURISDICTION: Any dispute arising from the relationship between Client and GVA shall be governed and determined by Massachusetts law. Any dispute that arises (whether in contract, tort or both) shall be resolved in the appropriate state or federal court having jurisdiction in Hampden County, Massachusetts, and the parties expressly waive any right they may have otherwise have to cause any such action or proceeding to be brought or tried elsewhere.

FORCE MAJEURE: Neither party shall be liable for damages due to delay or failure to perform any obligation under this Agreement to the extent such delay or failure results directly or indirectly from circumstances beyond the control of such party. Such circumstances shall include, but shall not be limited to, acts of God, acts of war, civil commotions, riots, strikes, lockouts, acts of the government in either its sovereign or contractual capacity, perturbation in telecommunications transmissions, inability to obtain suitable equipment or components, accident, fire, water damages, flood, earthquake, or other natural catastrophe.

WAIVERS: No waiver of a breach, failure of any condition or any right or remedy in or granted under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.

SEVERABILITY: Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective will, in that state or country, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or provisions of this Agreement.

SUCCESSORS & ASSIGNS: This Agreement will ensure to the benefit of, and be binding on, the successors and assigns of GVA and Client.

ENTIRE AGREEMENT: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties and supersede all prior and contemporaneous understandings or agreements of the parties. No party is relying on any representation or warranty outside those expressly set forth in this Agreement.

PARAGRAPH HEADINGS: All paragraph headings are for convenience only and shall not be construed as a limitation of the scope of the particular sections to which they refer.

These Terms and Conditions are subject to change at any time without notice. Any order placed after the Terms and Conditions have changed will be subject to the new Terms and Conditions. Current Terms and Conditions are available at www.gvalabs.com or by request to GVA at jferguson@gvalabs.com.