GREEN LEAF LABS CA, LLC (“GLL”)

TERMS AND CONDITIONS OF SERVICE - CALIFORNIA

PAYMENT FOR GLL SERVICES: Except for NET 30 Accounts (see below), payment for CLIENT-requested services is due when CLIENT places its order with GLL. CLIENT payment becomes nonrefundable once sample has been delivered to testing facility. GLL may withhold reports from release if CLIENT has not made full payment. Any CLIENT payment returned for insufficient funds may be assessed a banking fee.

CANCELLATION FEES: Fees for cancellations automatically apply as follows: (i) if CLIENT cancels GLL services entirely or partially while GLL employee is in transit or at CLIENT location, $250; (ii) if sample in transit or sampling has commenced, the greater of $500 or 50% of CLIENT order.

NET 30 ACCOUNTS: Upon approval of CLIENT NET 30 application, payment terms are NET 30 from the date of invoice. If GLL has not received payment within 45 days from invoice date, GLL shall charge and CLIENT shall pay a MONTHLY FINANCING FEE equal to 3% of the outstanding balance due, until paid in full. GLL may withhold reports from release if CLIENT has not made full payment.

LIABILITY LIMITATIONS: GLL will analyze samples requested and provided by CLIENT in accordance with the procedures documented in the GLL Quality Manual (QM). GLL may subcontract CLIENT sample to other qualified testing entities. GLL assumes no responsibility for the accuracy of any information related to the samples (whether GLL or CLIENT information) and shall not be liable if reliance on such information results in incorrect conclusions or results. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD GLL 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 PERSON. ANY LIABILITY OF GLL TO CLIENT OR ANY THIRD PARTY SHALL BE LIMITED TO THE COST OF ANALYSIS CHARGED TO CLIENT. IN NO EVENT SHALL GLL 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.

CONFIDENTIALITY: GLL will use best efforts to treat all information regarding work performed for CLIENT as proprietary and confidential. GLL will release CLIENT information only to persons CLIENT has identified on the CLIENT INFORMATION FORM. GLL may be required to notify authorities of failed test results or other CLIENT information as required by law. CLIENT is responsible for notifying GLL in writing of any changes to persons listed on THE CLIENT INFORMATION FORM.

LIMITATION OF WARRANTY: GLL GIVES NO WARRANTY, EXPRESS OR IMPLIED, OR OF FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH ITS ANALYTICAL TESTING, SAMPLING, OR REPORTING. GLL DOES NOT GUARANTEE TURN-AROUND TIMES OR TIMELINESS OF RESULTS.

DISPUTE RESOLUTION: Any controversy or claim arising out of or relating to this agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single Arbitrator. The place of arbitration shall be Sacramento, California. The parties shall equally share the cost of arbitration, including the Arbitrator’s fee. The arbitration shall be governed by the laws of the State of California, without regard to conflicts of law principles. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. The prevailing party shall be entitled to recover reasonable attorney fees and costs incurred, including costs and fees paid to AAA and the Arbitrator.

NO ASSIGNMENT OR DELEGATION. CLIENT’s obligations herein, including payment for services, may not be assigned or delegated to another person or entity without the prior express written consent of GLL’s CEO. CLIENT remains bound by the Terms and Conditions herein regardless of any attempt to assign or delegate its obligations herein.

Terms and Conditions are subject to change. Any order placed after the Terms and Conditions have changed will be subject to the new Terms and Conditions. GLL reserves the right to refuse service for any reason.

As evidenced by CLIENT’S signature below, CLIENT acknowledges it has read, fully understands, and voluntarily consents to the Terms and Conditions herein.