Terms

SC Labs Client Services Terms and Conditions
June 2014

 

Disclaimer:
Sample taking procedures are made available to protect the integrity of the sample and to assure accurate test results. Test results are specific to the samples provided/tested. The accuracy and reliability of the results is strictly dependent on how well procedures for providing samples are followed. SCL will discontinue/sever all business relations with providers without refund if sample fraud is determined.

Disclaimer of Warranties Regarding Publication:
Neither SCL nor any SCL Affiliated Party makes any warranty or representation, whether express or implied, in connection with the publication of the test results, including, without limitation, that the Site will run uninterrupted or error free; that Client may obtain certain financial results from the publication of the test results on the Site; any implied warranties of merchantability or fitness for a particular purpose; or any other warranties.   

Client Representations:
Client represents, warrants, and covenants that it will not, nor does it intend to, use the services under this Agreement (including the publication of the test results on the Site) to (a) violate or infringe in any way the rights of others; (b) commit a harm or other tort, whether intentional or otherwise; or (c) commit a crime involving moral turpitude.                        

Force Majeure:
Neither SCL nor any SCL Affiliated Party shall have any responsibility or liability to the Client for any failure or delay in performance by SCL or any SCL Affiliated Party which results in whole or in part from any cause or circumstance beyond the reasonable control of SCL or any SCL Affiliated Party. Such causes and circumstances shall include, but 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 SCL’s usual suppliers, or any other cause beyond SCL or any SCL Affiliated Parties’ reasonable control.

Limitations of Liability:
In the event of any error, omission, or other negligence, the sole and exclusive responsibility of SCL shall be to re-perform the deficient work at its own expense and SCL shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by SCL within ninety (90) days following completion of services.                            
Neither SCL nor any SCL Affiliated Party shall have any liability, obligation, or responsibility of any kind for losses, costs, expenses or other damages (including but not limited to any special, direct, incidental or consequential damages) with respect to the services provided under this Agreement, any test results, or the publication of any test results on the Third Party Site.
All results provided by SCL are strictly for the use of Client. Neither SCL nor any SCL 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 SCL nor any SCL Affiliated Party is responsible for the separation, detachment, or other use of any portion of these results.                

Indemnification:
Client agrees to defend, indemnify, and hold harmless SCL and any SCL Affiliated Party, their officers, directors, employees, and agents from and against any claims, actions, or demands (including without limitation reasonable attorneys’ fees and costs) alleging or resulting from Client’s breach of any of the terms, warranties, representations, or covenants contained in this agreement.    

Miscellaneous Terms and Conditions:
These terms and conditions embody the whole and entire agreement of the parties. They shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. SCL specifically rejects all additional, inconsistent, or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Client to SCL. The invalidity or unenforceability in whole or in part of any provision, term, or condition hereof shall not affect in any way the validity or enforceability of the remainder of the terms and conditions of this agreement. No waiver by SCL of any provision, term, or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term, or condition on any other occasion or a waiver of any other breach by or obligation of the Client. This agreement shall be administered and interpreted under the laws of the State of California. The parties agree that any suit to enforce any provision of this agreement shall be brought in federal or state court in Santa Cruz, California. The parties agree that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party submits to the jurisdiction and venue of such courts. The section headings in this agreement are convenient reference only, and shall not in any way affect the meaning or interpretation of this agreement. No provision of this agreement may be amended, modified, or waived except by a written instrument signed by both parties. No provision of this agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. This agreement will be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly. Should suit be brought to enforce or interpret any part of this agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.