GREEN LEAF LAB, LLC (“GLL”)
TERMS AND CONDITIONS OF SERVICE AGREEMENT – OREGON

GLL SERVICES. In compliance with all terms and conditions of this Agreement and all applicable statutes and regulations, GLL shall provide Client with testing services as ordered by the client via submission of an executed sample Chain of Custody (COC) form appropriate for the submission type. Each COC document shall set forth the testing services to be performed (the “Services”). Any additional terms relevant to the Services provided including, but not limited to, the agreed-upon schedule of testing performance and any modification to the schedule of fees, shall be agreed upon in writing. For all testing, GLL shall generate a Certificate of Analysis (COA). For regulatory compliance testing, GLL shall provide a copy of the COA to Client as well as the Oregon Liquor and Cannabis Commission’s, or its successor agency, track and trace system. For all quality control testing, GLL shall provide the COA to the Client.

PAYMENT FOR GLL SERVICES: Except for Accounts with approved Credit Terms (see below), payment for CLIENT-requested services is due when GLL has completed sampling.  Payments submitted with credit card are subject to 3.7% fee. CLIENT payment becomes nonrefundable once sample has left CLIENT’S 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. 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.

CANCELLATION FEES: Fees for cancellations automatically apply as follows: (i) if CLIENT cancels GLL services entirely or partially while GLL employee is in transit to CLIENT location, $500; (ii) If sampling has commenced or has been completed, the greater of $500 or 50% of CLIENT order. (iii)If intake and testing has commenced or has been completed, the great of $500 or 50% of CLIENT order.

CREDIT TERMS: Upon approval of CREDIT APPLICATION, if GLL has not received payment within the stated timeframe outlined in the approved CREDIT APPLICATION, GLL shall charge and CLIENT shall pay a MONTHLY LATE FEE equal to 5% of the outstanding balance due, until paid in full. GLL may withhold reports from release if CLIENT has not made full payment.

REPORT/CERTIFICATE CHANGE REQUEST: Any change to any published quality control certificate of analysis shall result in a $50 fee payable by CLIENT. CLIENT has SOLE RESPONSIBILITY to ensure all information provided to GLL on all required documentation is correct.

TEST RESULTS REQUIRING GLL TESTIMONY: If GLL is subpoenaed regarding test results or is required to provide testimony on behalf of Client in a deposition, hearing or case related to testing methods, practices or test results, Client agrees to pay for GLL preparation time and time required for testimony at the following rate: Preparation for testimony: $250 an hour. Testimony: $500 for partial day (2 hours or less); $1000 for half day, (4 hours or less); $2000 for full day (8 hours or less).

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.   GLL shall not be liable for any use of product or samples subject to the services provided by GLL to Client hereunder including, without limitation, for any purported medical or health related use, service failures and other problems inherent in use of the product subject to testing hereunder or other effects from use of such products or samples.

CONFIDENTIALITY: GLL will use best efforts to treat all information regarding work performed for CLIENT as proprietary and confidential. GLL may be required to notify authorities of failed test results or other CLIENT information as required by law.  Any software, documentation, proprietary testing processes, technical information or know-how provided by GLL (or its agents), performance information relating to the Services, and the terms of this Agreement shall be deemed Confidential Information of GLL without any marking or further designation.

Notwithstanding any other provision herein or in any previously executed agreement to the contrary, GLL may use Data for purposes, including but not limited to, developing and providing statistics to third parties that provide information to the public, provided that the Data is (1) anonymized and not identifiable to Client and (2) aggregated with the data of other GLL clients.

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.

 

INDEMNIFICATION.

General Indemnity. Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, shareholders, employees, and agents including without limitation any Affiliated Parties from and against any and all loss, damage, injury, liability, and claim arising out of any claim by third parties resulting from or relating to (a) any breach by either Party of the terms of this Agreement or any statement of work (“SOW”) or (b) either Party’s gross negligence, reckless misconduct, or willful acts. The Party seeking indemnification shall provide (i) prompt written notice of such loss, damage, injury, liability, and claim (but in any event notice in sufficient time for the Party to respond without prejudice); (ii) the right to control and direct the investigation and defense of such claim (unless a conflict of interest exists as between the Parties); and (iii) all reasonably necessary cooperation from the other Party. Neither Party may settle any such indemnification claim relating to this Agreement without that Party’s prior written consent if such settlement includes a finding of liability or wrongdoing on the part of the other Party, which shall not be unreasonably withheld, conditioned, or delayed.

Infringement Indemnity. Client shall defend, indemnify, and hold harmless GLL against any and all loss, damage, injury, liability and claims for any actual or alleged trademark infringement for Client’s unauthorized use of GLL’s trademarks in association with Client’s products, and shall reimburse GLL fully for any damages, expenses, losses or other payments that GLL shall be obliged to pay in connection therewith.

TERM AND TERMINATION.

1. Term. This Agreement shall remain in effect for one year (1) from the Effective Date (the “Initial Term”) and shall automatically renew for additional one (1) year terms thereafter (each a “Renewal Term”).
2. Termination. Either Party may terminate this Agreement by providing thirty (30) days written notice of its intent to terminate this Agreement. If the Services cannot be completed within thirty (30) days after written notice of termination pursuant to this Section, this Agreement shall remain in effect without additional action by the Parties until such time as the Services are complete.
3. Delay of Performance. If Client has outstanding due and unpaid invoices, GLL shall have no obligation to perform any Services until all such amounts are paid in full. Any suspension of Services by GLL as a result of Client’s failure to make payment as required will extend any dates of GLL’s delivery of Services to the extent impacted by such suspension or delay.

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 GLL as part of the Services are strictly for the use of CLIENT Neither GLL nor any GLL 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 GLL nor any GLL Affiliated Party is responsible for the separation, detachment, or other use of any portion of these results.

ENTIRE AGREEMENT. These Terms and Conditions, entered into as provided for herein and as expressly incorporated herein by this reference, embody the whole and entire Agreement of the Parties. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the Parties. In the event of any inconsistency between the terms contained in this Agreement and any other agreement between the Parties, the terms set forth in this Agreement shall govern.

AMENDMENTS; WAIVERS. No provision of this Agreement may be amended, modified, or waived except by a written instrument signed by an authorized representative of both Parties. No waiver by a Party of any provision, term, or condition hereof, or obligation of the other Party hereto, shall constitute a waiver of such provision, term, or condition on any other occasion or a waiver of any other obligation of the Party. GLL specifically rejects all additional, inconsistent, or conflicting terms, whether printed or otherwise set forth in any other communication from the CLIENT to GLL. For purposes of clarity, no provision of any other business form, including any electronic invoicing portals and vendor registration processes, employed by either Party will supersede the terms and conditions of this Agreement and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

FORCE MAJEURE. Neither GLL nor any GLL Affiliated Party shall have any responsibility or liability to the Client for any failure or delay in performance by GLL or any GLL Affiliated Party which results in whole or in part from any cause or circumstance beyond the reasonable control of GLL or any GLL Affiliated Party. Such causes and circumstances include, but are not limited to, acts of God; acts of orders of any government authority; strikes or other labor disputes; natural disasters; accidents; wars; civil disturbances; difficulties or delays in transportation, mail, or delivery services; inability to obtain sufficient services or supplies from GLL’s’ usual service providers or suppliers; or any other cause beyond GLL or any GLL Affiliated Parties’ reasonable control.

GOVERNING LAW, VENUE, ATTORNEY FEES AND COSTS: Any and all disputes between GLL and CLIENT arising out of or related to the Terms and Conditions herein shall be governed by Oregon law, without regard to conflict of laws principles. The exclusive venue shall be the Circuit Court of the State of Oregon, County of Multnomah. The prevailing party in any legal proceeding shall be entitled to recover reasonable attorney fees and costs.

DISPUTE RESOLUTION: Any controversy or claim arising out of or relating to this agreement shall be settled by binding 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 Portland, Oregon. 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 Oregon, 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 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.

COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement. A photocopy, fax copy, or electronic image copy, which depicts the inclusion of one or more signatures by pen on paper, shall be deemed an original. Further, the Parties agree that this Agreement may be signed and transmitted by email or electronic signature (e.g., DocuSign or similar electronic signature technology) and thereafter maintained in electronic form, and that such electronic record shall be valid and effective to bind the signing Party as a paper copy bearing such Party’s handwritten signature.

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.

Green Leaf Lab, LLC – Terms and Conditions
For License & Accreditation information visit: www.greenleaflabs.com
FN096 v.2.2.1 Effective 11.7.2022