Terms and Condition - Phasma Labs

These Terms and Conditions and any Quote or Invoice submitted with these Terms and Conditions (together, the “Agreement”) are between PhasmaLabs, Inc. (“PhasmaLabs”) and the client to whom the Agreement is delivered to (Client”).

SERVICES

1. Client acknowledges that PhasmaLabs performs analysis and testing services (the “Services”) only as specified in the Quote or Invoice sent to Client. PhasmaLabs does not design, warrant, supervise or monitor compliance of products or services except as specifically agreed to in writing prior to the performance of the Services. Client acknowledges that, by their very nature, the Services are limited in scope and subject to expected measurement variability.

2. PhasmaLabs treats all Client information as confidential and protects its Client’s proprietary rights. Quality procedures are in place to assure the security of the Client’s data and other information. All PhasmaLabs employees (as well as any independent contractors to whom Client information is provided) are required to sign a nondisclosure agreement which includes protective language regarding proprietary rights and confidentiality.

3. PhasmaLabs provides independent contract analytical laboratory services on a transactional basis. Unless specifically provided for in a mutually signed written retained engagement agreement that expressly identifies restrictions concerning the performance of specific services, during specific periods of time, for specific entities, PhasmaLabs will, at its discretion, perform analyses for any entity requesting its services.

4. Samples and portions thereof not destroyed in the performance of the Services remain the property of the Client and are retained a maximum of 30 days after project completion, unless instructed otherwise in writing by the Client, and thereafter will be disposed of, returned to Client, or stored at the Client’s expense.

5. Unless otherwise specified therein in writing, nothing contained in any report issued by PhasmaLabs shall be deemed to imply or mean that PhasmaLabs conducts any quality control program for the Client to whom the report is issued.

6. Reports issued by PhasmaLabs are for the exclusive use of the Client to whom they are addressed. Reports and the name “PhasmaLabs, Inc.” are not to be used by or on behalf of the Client under any circumstances for any purpose whatsoever, including but not limited to use in advertising, publicity material or in any other manner without PhasmaLabs’s prior written approval.

7. Reports issued by PhasmaLabs apply to the standards or procedures identified therein and to the sample(s) tested.

8. PhasmaLabs shall retain copies of reports for a period of 5 years, unless otherwise requested by the Client. 9. Deformulation analysis of commercial products is provided for informational purposes only. PhasmaLabs strongly recommends the Client undertake its own review of laws, both domestic and international, that may apply to the Client’s use of the analysis, prior to use of such information.

10. PhasmaLabs reserves the right to subcontract Services to other laboratories. If subcontracting is necessary, samples will be sent only to laboratories meeting PhasmaLabs’s qualification requirements.hasmaLabs will, at our discretion, perform analyses for any entity requesting our services.

COSTS AND PAYMENT

1. Prior to initiation of the project, the Client must approve a retainer cost including, but not limited to, additional materials such as standards, columns, reagents, etc. The final cost will be provided upon completion of the project and may include some additional work that has been conducted by agreement between the client and PhasmaLabs.

2. Unless prepayment is required, The Client agrees to pay all Invoices within 30 days of receipt.

3. In the event that payment is not received within 30 days of invoice date, Client agrees to pay a late payment charge on the unpaid balance equal to 1% on the owed amount every month, charged daily until the balance is paid.

4. All costs associated with compliance with any subpoena(s) for documents, testimony in court of law, or for any other purpose relating to the Services performed by PhasmaLabs for the Client, shall be paid by the Client. The Client shall also pay PhasmaLab’s then existing standard fees for consulting, deposition and trial testimony and all expenses related thereto.

5. Project specific supplies including, but not limited to, standards, raw materials, shipping, columns and/or specialty tools and supplies required for execution of the Client’s project will be purchased by PhasmaLabs and billed to the Client as passthrough costs. If necessary, PhasmaLabs may bill a waste disposal fee of up to 5% of total project cost or $500.00, whichever is lower, to cover proper sample and chemical disposal.

6. PhasmaLabs reserves the right to request a prepayment from the Client prior to initiating project work.

7. Should early termination of a project be permitted for all or a portion of the project after the project has been initiated, the Client will be liable to PhasmaLabs for all hours expended on the project up to the time of cancellation, at the current hourly consulting rate, plus all project specific supplies at cost, or a minimum of 25% of estimated project cost as a fee for PhasmaLabs’s mobilization on the project, whichever is greater. This cancellation charge is a fee for work performed and is not regarded as liquidated damages.

LIABILITY

1. PhasmaLabs is not an insurer or guarantor. PhasmaLabs represents that the Services shall be performed with the limits mutually agreed to, in writing, and in a manner consistent with the level of care and skill ordinarily exercised by providers of similar services under similar circumstances. No other representations or warranties, express or implied, are included or intended in this agreement, or in any report, opinion or document related to the Services provided hereunder.

2. For the safety of PhasmaLabs’s personnel, the Client must advise PhasmaLabs if samples are known or suspected to contain hazardous substances. Safety Data Sheets (SDS) must be provided if available. The Client further warrants that any sample containing any hazardous substance which is to be delivered to PhasmaLabs will be packaged, labeled, transported, and delivered properly and in accordance with applicable laws.

3. The Client understands and agrees that PhasmaLabs, in entering into this Agreement and by performing Services, does not assume or undertake to discharge any duty or responsibility of the Client to any other party or parties. No one other than the Client shall have any right to rely on any report issued by PhasmaLabs. The Client agrees, in consideration of PhasmaLabs undertaking to perform the Services hereunder, to protect, defend, indemnify, hold harmless and exonerate PhasmaLabs from any and all claims and damages, including lost profits, expenses, attorney’s fees and court costs, either direct or consequential, for any and all injuries to persons, including the personnel of PhasmaLabs, or property arising out of, or in consequence of the performance of the Services and/or the performance of the samples tested hereunder.

4. PhasmaLabs is not responsible for the condition in which samples are collected, delivered, or shipped prior arriving to the laboratory. Samples must arrive with all required information including submission form and requisites for storage, to allow PhasmaLabs conducting the testing safely and efficiently.

5. PhasmaLabs will provide the Services on a “best effort” basis, and specifically disclaims any warranty on the Services performed for the Client. PHASMALABS offers no guarantees or refunds on work performed for the Client. UNDER NO CIRCUMSTANCES WILL PHASMALABS BE LIABLE TO THE CLIENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA OR LOST PROFITS.

6. Whenever performance by PhasmaLabs is delayed or prevented by war, insurrection, fire, or other casualty, strikes or embargoes, shortage of transportation facilities or any other similar or dissimilar causes, beyond the control of PhasmaLabs, such delay or prevention shall be excused, and the time of performance hereunder extended for the duration of the causative factor.

NON-SOLICITATION

1. During the period of, and for two years after the termination of the project, the Client will not, directly or indirectly, solicit the employment or services of any employee or contractor of PhasmaLabs with whom the Client has had contact or who became known to it in connection with the provision of the Services, or encourage such employees or contractors to leave PhasmaLabs.

INDEMNIFICATION

1. Client shall defend, indemnify and hold harmless PhasmaLabs, its affiliates, and their respective employees, officers, directors, shareholders, agents, representatives, successors and assigns, from and against any and all third party claims, liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorneys' fees, court costs and any amounts paid in settlement) that PhasmaLabs shall or at any time may sustain, arising out of or in connection with the negligence or willful misconduct of Client; provided, however, that Client shall not be liable for any damages, losses, costs or expenses to the extent attributable to the negligence or willful misconduct of PhasmaLabs.

2. If a party entitled to indemnification (“Indemnified Party”) receives written notice of any claim which may give rise to a right to indemnification from the party obligated to provide indemnification (“Indemnifying Party”), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party setting forth the nature and amount of the claim and the basis of the claim for indemnification. The Indemnifying Party may, upon written notice to the Indemnified Party given within thirty (30) days of its receipt of the claim for indemnification, elect to assume defense of the claim; provided, however, that the Indemnifying Party may not, in defense of such claim, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, a full release of the Indemnified Party in respect thereof without the consent of the Indemnified Party. If the Indemnifying Party elects to assume the defense of the third party claim, the Indemnified Party may retain legal counsel at its own expense to participate in the defense; provided, however, that the Indemnifying Party shall be liable to the Indemnified Party for any legal or other expenses incurred by the Indemnified Party in connection with its subsequent assumption of the defense at the request of the Indemnifying Party. If the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at the Indemnifying Party's own cost and expense, and will not settle or otherwise dispose of the claim without the consent of the Indemnifying Party, which such consent shall not be withheld unreasonably.

MISCELLANEOUS

1. This Agreement and all claims and disputes arising under or related to it shall be governed by and construed in accordance with the laws of the State of California, other than such laws, rules, regulations and case laws that would result in the application of the laws of a jurisdiction other than the State of California. Any suit to enforce any provision of this Agreement, or arising out of or based upon this Agreement, shall be brought exclusively in Los Angeles County, California. Each party hereby agrees that such courts shall have in persona jurisdiction and venue with respect to such party, and each party hereby submits to the in-persona jurisdiction and venue of such courts.

2. In the event that PhasmaLabs prevails in any dispute or claim, including the collection of monies from the Client, the Client agrees that the Client will pay any and all expenses, including collection costs, court costs and attorney fees, reasonably incurred in the prosecution or defense of such claim, dispute or collection.

3. The terms and conditions contained herein, together with PhasmaLabs’ Quote or Invoice, shall constitute the entire Agreement between PhasmaLabs and the Client. Any conflicting terms contained in any document submitted by the Client shall be null and void.

4. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, PhasmaLabs and the Client hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the parties’ intentions and the remaining provisions shall remain in full force and effect.