MERCHANT AGREEMENT

This Merchant Agreement (the “Agreement”) is entered into between LabTested, Co., a Delaware corporation (“LabTested,” “we,” “us,” or “our”), and the business or organization accepting this Agreement or identified in an applicable Order Form (“Merchant,” “you,” or “your”).

By accepting an Order Form, creating a Merchant Account, purchasing a Subscription, uploading Merchant Content, publishing laboratory information, using an API, or displaying a LabTested Badge, Merchant agrees to be bound by this Agreement.

For Merchants installing through the Shopify App Store, OAuth authorization and app installation establish the technical connection between the Service and the Merchant’s Shopify store but do not replace acceptance of this Agreement. Merchant must affirmatively accept this Agreement during first-run onboarding before it may upload, publish, or display Merchant Content.

The individual accepting this Agreement on behalf of Merchant represents and warrants that the individual has authority to bind Merchant.

1. Definitions

1.1 “Account” means Merchant’s organizational workspace and related user accounts through which Merchant accesses the Service.

1.2 “API” means any application programming interface, API key, endpoint, software development tool, or technical connection made available by LabTested.

1.3 “Authorized User” means an employee, contractor, agent, laboratory representative, or other person whom Merchant authorizes to access its Account.

1.4 “LabTested Badge” means a LabTested-branded badge, widget element, icon, link, panel, graphic, or statement indicating that third-party laboratory documentation or related information is available through the Service.

1.5 “Laboratory Documentation” means Certificates of Analysis, laboratory reports, testing records, sample records, test methods, reported results, signatures, batch information, and related materials submitted through the Service.

1.6 “Merchant Content” means all information, documents, data, product details, batch information, Laboratory Documentation, images, trademarks, claims, descriptions, values, and other materials submitted, transmitted, integrated, or published by or for Merchant.

1.7 “Order Form” means an electronic or written order, checkout page, pricing selection, subscription confirmation, statement of work, or other document identifying the purchased Service, fees, Subscription period, usage limits, or additional terms.

1.8 “Published Content” means Merchant Content made publicly available through a LabTested Badge, widget, hosted results page, scan page, public link, API, or other public-facing feature.

1.9 “Service” means the LabTested website, Merchant dashboard, laboratory portal, document-management functions, hosted pages, scan pages, widgets, APIs, integrations, analytics, and related software and services.

1.10 “Subscription” means Merchant’s paid right to access specified Service functionality for the billing period stated in the applicable Order Form.

2. Contractual Documents and Precedence

2.1 This Agreement incorporates the LabTested Terms of Service, Privacy Policy, Cookie Policy, applicable Order Forms, and any Data Processing Addendum entered into by the parties.

2.2 An Order Form controls where it expressly conflicts with this Agreement. This Agreement controls over the Terms of Service where both documents address the same subject differently in relation to Merchant’s commercial use of the Service.

2.3 Terms contained in Merchant purchase orders, vendor portals, invoices, confirmations, or other documents do not modify this Agreement unless expressly accepted in a writing signed by an authorized LabTested representative.

3. Merchant Account

3.1 Merchant must provide accurate, complete, and current registration, billing, and organizational information.

3.2 Merchant is responsible for selecting its Authorized Users, assigning appropriate permissions, maintaining current access lists, and promptly removing access when an individual no longer requires it.

3.3 Merchant is responsible for all activity conducted through its Account, including activity by Authorized Users, laboratories, contractors, integrations, and persons using Merchant credentials.

3.4 Credentials, passwords, API keys, and authentication tokens must be protected against unauthorized access. Merchant must notify LabTested immediately at hello@labtested.co after discovering suspected unauthorized access, credential compromise, security incidents, or misuse.

3.5 Merchant must not sell, lease, transfer, sublicense, or provide Account access to an unrelated third party, except to an authorized service provider acting solely for Merchant and subject to written confidentiality and security obligations.

4. Service Description

4.1 LabTested provides software through which Merchant may upload, organize, review, manage, and display Merchant Content and third-party Laboratory Documentation.

4.2 Available features may include product and batch records, document uploads, automated data extraction, laboratory collaboration, public results pages, widgets, scan pages, APIs, analytics, and integrations.

4.3 LabTested is not a laboratory, manufacturer, formulator, distributor, seller, testing facility, certification body, accreditation body, regulator, healthcare provider, scientific adviser, or product-safety authority.

4.4 LabTested does not independently:

4.4.1 collect or test product samples;

4.4.2 supervise laboratory testing;

4.4.3 authenticate laboratories or Laboratory Documentation;

4.4.4 verify chain of custody, sample identity, or batch association;

4.4.5 confirm the accuracy, completeness, or reliability of reported results;

4.4.6 determine whether a product complies with applicable law;

4.4.7 approve, certify, endorse, or guarantee a product, batch, laboratory, document, or claim; or

4.4.8 guarantee product safety, purity, identity, potency, quality, labeling, marketability, or fitness for any purpose.

4.5 Automated extraction, formatting, screening, consistency checks, document-status indicators, and administrative reviews are software or operational functions only. No such activity constitutes independent verification, authentication, scientific validation, certification, regulatory review, or legal approval.

4.6 Laboratory results ordinarily relate only to the particular sample tested at the identified time. Results do not establish the characteristics of another sample, product unit, formulation, shipment, batch, lot, or future production run.

5. Merchant Responsibilities

5.1 Merchant is solely responsible for its products, business practices, regulatory status, product safety, sourcing, manufacturing, labeling, packaging, advertising, claims, distribution, sales, recalls, customer communications, and legal compliance.

5.2 Merchant must independently determine whether its products, claims, documents, and use of the Service comply with applicable laws, industry requirements, contractual duties, platform rules, and regulatory standards.

5.3 Merchant must review all extracted, transcribed, formatted, categorized, and displayed information before publication.

5.4 Merchant must maintain reasonable processes for connecting each item of Laboratory Documentation and each reported result to the correct product, formulation, sample, batch, lot, or other identifier.

5.5 Merchant must promptly correct, replace, unpublish, or remove Merchant Content that becomes inaccurate, incomplete, outdated, misleading, unauthorized, expired, or no longer connected to the identified product or batch.

5.6 Merchant must maintain copies of original Laboratory Documentation and supporting records for the period required by applicable law and for a commercially reasonable period after related Published Content is removed.

5.7 Merchant must ensure that personnel responsible for uploading, reviewing, approving, and publishing Merchant Content are appropriately authorized and competent to perform those functions.

5.8 Merchant must not rely on LabTested as a substitute for legal, regulatory, scientific, quality-control, laboratory, medical, or product-safety advice.

6. Merchant Content Warranties

6.1 Merchant represents, warrants, and covenants that:

6.1.1 Merchant owns or controls all rights, licenses, permissions, consents, and authority required to submit, process, reproduce, disclose, and publish Merchant Content;

6.1.2 each item of Laboratory Documentation submitted through the Service is an authentic and complete copy of the document received from the identified laboratory or other lawful source;

6.1.3 Merchant has not fabricated, falsified, materially altered, manipulated, selectively edited, or concealed any submitted Laboratory Documentation or reported result;

6.1.4 each document and result is associated with the product, formulation, sample, batch, lot, or identifier selected by Merchant;

6.1.5 all product information, values, units, descriptions, claims, and supporting statements are accurate, current, adequately substantiated, and not misleading;

6.1.6 Merchant Content does not infringe intellectual-property, privacy, publicity, confidentiality, contractual, or other rights;

6.1.7 Merchant Content does not contain personal information that Merchant is prohibited from disclosing or publishing;

6.1.8 publication will not violate a confidentiality agreement, laboratory restriction, customer commitment, court order, or legal duty; and

6.1.9 Merchant will not use Merchant Content or the Service to make unlawful, deceptive, false, or unsubstantiated claims.

6.2 Merchant remains responsible for Merchant Content submitted by laboratories, consultants, contractors, employees, or integrations acting through Merchant’s Account or at Merchant’s direction.

7. Laboratory Collaboration

7.1 Merchant may invite laboratories or other collaborators to access designated records, products, samples, batches, or documents.

7.2 Merchant is responsible for confirming that each invited collaborator is authorized to access the applicable information.

7.3 Laboratory users remain responsible for the materials they submit. Merchant must review and approve information before publication unless Merchant has expressly configured a permitted automated workflow.

7.4 LabTested is not a party to any agreement or dispute between Merchant and a laboratory concerning testing, sampling, methods, payment, confidentiality, accuracy, ownership, intellectual property, results, or publication.

7.5 A laboratory’s use of the Service does not mean that LabTested has accredited, approved, assessed, or endorsed that laboratory.

8. Publication and Public Access

8.1 Merchant controls whether eligible Merchant Content is made public, subject to Service functionality, plan restrictions, and LabTested’s suspension and removal rights.

8.2 Published Content may be accessible to customers, consumers, retailers, search engines, regulators, competitors, and other members of the public.

8.3 Merchant must review documents for confidential, personal, proprietary, or restricted information before publication.

8.4 LabTested may format, resize, organize, index, cache, transmit, or technically reproduce Published Content as necessary to provide the Service.

8.5 LabTested’s publication, hosting, display, or continued availability of Merchant Content does not constitute acceptance, verification, authentication, certification, approval, endorsement, or assumption of responsibility.

8.6 Merchant is responsible for all statements made on its website, storefront, packaging, advertising, social media, sales materials, and other channels concerning Published Content or LabTested.

9. LabTested Badge

9.1 LabTested grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Agreement term to display the LabTested Badge through authorized Service functionality.

9.2 The LabTested Badge communicates only that merchant-submitted third-party Laboratory Documentation or related information is available through LabTested.

9.3 The LabTested Badge does not mean that LabTested tested, verified, authenticated, certified, approved, endorsed, guaranteed, or determined the safety or compliance of any product, batch, laboratory, document, result, or claim.

9.4 Merchant must not:

9.4.1 describe a product as “LabTested verified,” “LabTested certified,” “LabTested approved,” or by any substantially similar wording;

9.4.2 present the LabTested Badge as a certification mark, quality seal, safety seal, regulatory approval, or product guarantee;

9.4.3 alter, recreate, imitate, obscure, crop, distort, separate, animate, recolor, or modify the LabTested Badge;

9.4.4 remove or conceal associated disclaimers, links, attributions, or functionality;

9.4.5 display a LabTested Badge for a product, batch, or document that is not properly associated with Published Content;

9.4.6 use the LabTested Badge after the relevant Merchant Content has expired, been removed, become inaccurate, or ceased to relate to the marketed product;

9.4.7 use the LabTested Badge on packaging, labels, offline advertising, marketplaces, or as a recreated or standalone graphic in social-media content without prior written authorization, except that Merchant and its authorized marketing representatives may post unaltered screenshots or screen recordings of the live widget as displayed on Merchant’s own storefront, provided that the presentation remains accurate, preserves visible context and disclaimers where reasonably practicable, does not detach or recreate the LabTested Badge, and does not imply certification, testing, approval, endorsement, product safety, or regulatory compliance; or

9.4.8 register or claim ownership of any trademark, domain name, social-media identifier, design, or other asset containing or confusingly similar to LabTested branding.

9.5 LabTested may publish brand guidelines and may update them from time to time. Merchant must comply with the current guidelines after reasonable notice.

9.6 LabTested may suspend, disable, replace, or require removal of a LabTested Badge where its use is misleading, inaccurate, unlawful, unauthorized, technically harmful, reputationally damaging, or inconsistent with this Agreement.

9.7 Merchant must remove or disable unauthorized LabTested Badge uses within 24 hours after receiving notice, or sooner where required to prevent immediate harm.

10. Administrative Review and Investigation Rights

10.1 LabTested may conduct administrative, technical, or consistency reviews of Merchant Content, but has no duty to monitor, authenticate, investigate, or verify Merchant Content.

10.2 LabTested may request original documents, corrected documents, laboratory contact information, product identifiers, batch records, proof of ownership, authorization records, or other information reasonably related to suspected fraud, misuse, rights violations, security risks, or contractual breaches.

10.3 Merchant must cooperate promptly and provide accurate information in response to a reasonable request.

10.4 LabTested may contact an identified laboratory or document issuer where reasonably necessary to investigate suspected fraud, unauthorized publication, or misuse. Such contact does not create a duty to verify documents or results.

10.5 LabTested may preserve relevant records and restrict access while reviewing suspected misconduct.

10.6 Failure to respond, refusal to cooperate, inconsistent information, or unresolved concerns may result in suspension, unpublishing, Badge removal, or termination.

11. Acceptable Use

11.1 Merchant must use the Service only for lawful business purposes and in accordance with applicable documentation, technical limits, and policies.

11.2 Merchant must not:

11.2.1 submit fraudulent, fabricated, altered, stolen, unauthorized, or misleading documents;

11.2.2 manipulate or omit results in a manner likely to mislead consumers;

11.2.3 associate a laboratory result with an unrelated product, formulation, sample, batch, or lot;

11.2.4 make false, deceptive, prohibited, or unsubstantiated product, health, disease, purity, safety, compliance, or performance claims;

11.2.5 misrepresent LabTested’s role or the meaning of a LabTested Badge;

11.2.6 infringe another person’s intellectual-property, confidentiality, privacy, publicity, contractual, or other rights;

11.2.7 access data, systems, endpoints, or Accounts without authorization;

11.2.8 bypass security controls, usage limits, plan restrictions, payment obligations, or rate limits;

11.2.9 interfere with, overload, disrupt, scan, probe, or damage the Service;

11.2.10 upload malicious code, malware, spyware, spam, phishing material, or harmful content;

11.2.11 scrape, crawl, harvest, copy, or index the Service outside an authorized API;

11.2.12 reverse engineer, decompile, disassemble, decode, or attempt to discover Service source code, non-public APIs, algorithms, or architecture, except where the restriction is prohibited by law; or

11.2.13 use the Service to develop or train a competing database, platform, product, or service through unauthorized extraction of LabTested content or functionality.

12. APIs and Integrations

12.1 API access is available only where included in Merchant’s Subscription or separately authorized.

12.2 Merchant must comply with API documentation, rate limits, security requirements, access restrictions, and technical specifications.

12.3 Secret keys must not be exposed in client-side code, public repositories, browser scripts, mobile applications, public websites, or other publicly accessible locations.

12.4 Merchant is responsible for the design, security, operation, accuracy, and legal compliance of its API implementation and connected systems.

12.5 Merchant must not use an API to access, retrieve, alter, publish, or disclose data beyond the permissions granted to Merchant.

12.6 LabTested may rotate credentials, modify endpoints, change limits, suspend requests, or revoke API access where necessary for security, maintenance, misuse prevention, legal compliance, excessive usage, or nonpayment.

12.7 Third-party integrations, including Shopify and payment, hosting, laboratory, analytics, or commerce services, are governed by their own agreements. LabTested is not responsible for their availability, conduct, security, data practices, or changes.

13. Subscription, Fees, and Payment

13.1 Merchant must pay the fees stated in the applicable Order Form, checkout page, or Shopify app-pricing selection.

13.2 For Subscriptions purchased directly from LabTested, Merchant authorizes LabTested and Stripe or another disclosed payment processor to charge Subscription fees, usage charges, taxes, and other authorized amounts to Merchant’s payment method.

13.3 Subscriptions purchased through the Shopify App Store are billed through Shopify’s billing system and are subject to Shopify’s applicable billing terms, invoicing procedures, payment methods, and technical requirements. Applicable charges may appear on Merchant’s Shopify invoice.

13.4 Unless an Order Form or applicable marketplace term states otherwise, each Subscription renews automatically for successive periods equal to the initial billing period until cancelled.

13.5 Merchant must maintain a valid payment method and accurate billing information with LabTested or the applicable billing provider.

13.6 LabTested or the applicable billing provider may retry failed charges. LabTested may suspend Account access, API access, Published Content, widgets, and LabTested Badges for overdue, reversed, disputed, or failed payments.

13.7 A Subscription purchased directly from LabTested may be cancelled through available Account settings, the applicable payment portal, or by emailing hello@labtested.co. Cancellation takes effect at the end of the current paid billing period unless an Order Form or applicable law requires otherwise.

13.8 A Shopify-billed Subscription must be cancelled through the available Shopify admin controls or by uninstalling the LabTested app. The effective date of cancellation, remaining access, pending charges, and usage charges incurred before uninstall are governed by Shopify’s billing system and applicable terms.

13.9 Fees are non-refundable once charged, including for partial periods, unused functionality, early cancellation, suspension, downgrade, or termination, except where required by law or expressly approved by LabTested.

13.10 LabTested may issue a refund or Account credit for duplicate charges, billing errors, material access failures, or exceptional circumstances. Refunds or credits concerning Shopify-billed charges may be issued or processed through Shopify’s billing system and remain subject to Shopify’s applicable procedures and technical limitations.

13.11 Merchant is responsible for applicable sales, use, withholding, and similar taxes, excluding taxes imposed on LabTested’s net income.

13.12 LabTested may change pricing, plan limits, billing structures, or included functionality prospectively. Material price changes affecting an existing Subscription will take effect no earlier than the next renewal after any notice required by law.

14. Intellectual Property

14.1 LabTested and its licensors own all rights in the Service, including software, interfaces, databases, workflows, APIs, widgets, analytics, designs, documentation, text, trademarks, logos, LabTested Badges, and improvements.

14.2 Subject to payment and compliance with this Agreement, LabTested grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the purchased Service during the Subscription term.

14.3 Merchant retains ownership of Merchant Content.

14.4 Merchant grants LabTested a non-exclusive, worldwide, royalty-free license to host, store, copy, process, extract, format, organize, transmit, display, publish, cache, back up, and otherwise use Merchant Content as necessary to:

14.4.1 provide, maintain, secure, and improve the Service;

14.4.2 operate Merchant-selected public pages, widgets, APIs, and integrations;

14.4.3 comply with Merchant instructions;

14.4.4 enforce this Agreement;

14.4.5 prevent fraud, misuse, or security incidents; and

14.4.6 comply with applicable law and lawful process.

14.5 Merchant grants LabTested a perpetual, irrevocable, worldwide, royalty-free right to use feedback, ideas, suggestions, and improvement requests without compensation or restriction.

15. Merchant Name, Logo, and Publicity

15.1 Merchant grants LabTested a non-exclusive, worldwide, royalty-free license to use Merchant’s business name, trade names, trademarks, logos, publicly available brand imagery, and general business description to identify Merchant as a LabTested customer, Merchant, collaborator, or platform participant.

15.2 Permitted uses include LabTested’s website, customer lists, case studies, presentations, proposals, press materials, newsletters, advertisements, directories, and social-media accounts.

15.3 LabTested may state that Merchant uses, participates in, collaborates with, or has partnered with LabTested where the statement is factually accurate and not misleading. No such description creates a legal partnership, joint venture, agency, franchise, fiduciary relationship, endorsement, or certification relationship between the parties.

15.4 LabTested may resize or reformat Merchant branding for technical and layout purposes but will not materially distort it.

15.5 LabTested will not use Merchant branding to state or imply that Merchant endorses an unrelated product or service, or that LabTested has tested, verified, certified, approved, or guaranteed Merchant or its products.

15.6 Merchant represents and warrants that it has all rights and authority required to grant the license in this Section.

15.7 Names, photographs, voices, signatures, or likenesses of identifiable individuals associated with Merchant may not be used for promotional purposes unless the relevant individual has separately authorized that use.

15.8 Merchant may request that LabTested discontinue new publicity uses by emailing hello@labtested.co. Such a request does not require removal from historical posts, archives, completed materials, internal records, or materials previously distributed.

16. Confidentiality

16.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential given its nature and the circumstances of disclosure.

16.2 Confidential Information does not include information that the receiving party can demonstrate:

16.2.1 is or becomes public without breach of this Agreement;

16.2.2 was lawfully known without confidentiality restrictions before disclosure;

16.2.3 is received lawfully from another person without confidentiality restrictions; or

16.2.4 is independently developed without use of the disclosing party’s Confidential Information.

16.3 The receiving party will use Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care.

16.4 Confidential Information may be disclosed to employees, contractors, professional advisers, and service providers who need access and are subject to confidentiality obligations.

16.5 A legally required disclosure is permitted where the receiving party provides advance notice when lawful and reasonably assists the disclosing party in seeking protective treatment.

16.6 Merchant Content selected for public publication is not confidential after publication. Information remaining within restricted Account areas remains subject to this Section.

17. Privacy and Data Protection

17.1 Each party will comply with privacy and data-protection laws applicable to its processing activities.

17.2 Merchant is responsible for providing required privacy notices, establishing lawful grounds for processing, obtaining required consents, and responding to requests concerning personal information controlled by Merchant.

17.3 Where LabTested processes personal information for Merchant, LabTested acts as Merchant’s processor, contractor, or service provider, as applicable, and processes such information according to Merchant’s documented instructions and, where executed, the applicable Data Processing Addendum.

17.4 Merchant must not upload sensitive personal information, health information, government identifiers, financial-account credentials, children’s information, or other restricted data unless expressly authorized in writing by LabTested and lawfully permitted.

17.5 Merchant must review Laboratory Documentation for personal, confidential, or restricted information before publication.

17.6 Merchant authorizes LabTested to use subprocessors reasonably necessary to provide the Service, subject to appropriate contractual protections.

18. Suspension and Removal

18.1 LabTested may suspend, restrict, disable, unpublish, or remove an Account, Authorized User, integration, API, Merchant Content, Published Content, widget, public page, or LabTested Badge where LabTested reasonably believes that:

18.1.1 Merchant breached this Agreement or applicable law;

18.1.2 Merchant Content is fraudulent, altered, fabricated, misleading, unauthorized, inaccurate, expired, or connected to the wrong product or batch;

18.1.3 Merchant has made misleading statements concerning LabTested or the LabTested Badge;

18.1.4 Merchant’s product, conduct, advertising, labeling, or claims create legal, regulatory, consumer-safety, reputational, privacy, or security risks;

18.1.5 payment is overdue, reversed, disputed, or fraudulent;

18.1.6 an Account, API, integration, credential, or activity creates a technical, fraud, abuse, or security risk;

18.1.7 a laboratory, regulator, rights holder, consumer, or other third party submits a credible complaint;

18.1.8 continued publication may violate another person’s rights; or

18.1.9 action is required by law, court order, government request, or legal process.

18.2 LabTested may act without advance notice where immediate action is reasonably necessary to prevent harm, protect users, preserve evidence, maintain security, or comply with law.

18.3 Suspension or removal does not mean that LabTested has determined whether Merchant Content is scientifically accurate or legally compliant.

18.4 Merchant must continue paying undisputed fees accruing before suspension. No suspension caused by Merchant breach creates a right to a refund.

19. Term and Termination

19.1 This Agreement begins when Merchant first accepts it or uses the Service and continues until all Subscriptions and Order Forms have ended.

19.2 Merchant may terminate by cancelling its Subscription. Termination takes effect at the end of the paid billing period, except where Section 13.8, an Order Form, applicable law, or the applicable billing-platform terms provide otherwise.

19.3 LabTested may terminate this Agreement or an Order Form:

19.3.1 immediately for fraud, document fabrication, misuse of the LabTested Badge, unlawful conduct, security threats, material rights violations, or conduct likely to cause serious harm;

19.3.2 after written notice of a remediable material breach that remains uncured for 10 days;

19.3.3 for nonpayment after reasonable notice;

19.3.4 where LabTested discontinues the applicable Service; or

19.3.5 where continued performance becomes unlawful or commercially impracticable due to legal, regulatory, security, or third-party infrastructure circumstances.

19.4 Upon termination:

19.4.1 Merchant’s rights to access and use the Service end;

19.4.2 Merchant must stop using LabTested Badges, widgets, APIs, trademarks, and other LabTested materials;

19.4.3 LabTested may disable public pages and Published Content;

19.4.4 outstanding fees become immediately due;

19.4.5 LabTested may retain information as required for legal compliance, security, backup cycles, dispute resolution, and enforcement;

19.4.6 Merchant remains responsible for removing unauthorized references to LabTested from its websites, packaging, advertising, marketplaces, and other channels; and

19.4.7 where the Service was installed through Shopify, widget blocks may deactivate following uninstall, but metafields, theme settings, or other configuration data stored within Merchant’s Shopify store may remain. Such residual store data remains under Merchant’s control, and Merchant is responsible for reviewing and removing it where desired or required.

19.5 Where technically available and legally permitted, LabTested may provide a limited period for Merchant to export designated Account data after termination. No export right applies following termination for fraud, security risk, unlawful conduct, or serious breach.

19.6 Sections concerning ownership, licenses, confidentiality, accrued fees, disclaimers, liability, indemnity, disputes, and other provisions that by their nature should survive will remain effective.

20. Disclaimers

20.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

20.2 LABTESTED DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

20.3 LABTESTED DOES NOT WARRANT THE ACCURACY, COMPLETENESS, AUTHENTICITY, CURRENCY, OR RELIABILITY OF MERCHANT CONTENT, LABORATORY DOCUMENTATION, REPORTED RESULTS, EXTRACTED INFORMATION, PUBLIC PAGES, WIDGETS, SCAN PAGES, APIS, ANALYTICS, OR THIRD-PARTY SERVICES.

20.4 LABTESTED DOES NOT WARRANT THAT ANY PRODUCT IS SAFE, PURE, POTENT, CONTAMINANT-FREE, ACCURATELY LABELED, LEGALLY MARKETABLE, OR COMPLIANT WITH APPLICABLE LAW.

20.5 NO LABTESTED BADGE, DOCUMENT STATUS, DISPLAY, ADMINISTRATIVE REVIEW, AUTOMATED OUTPUT, OR SERVICE FUNCTION CREATES A CERTIFICATION, APPROVAL, ENDORSEMENT, OR PRODUCT GUARANTEE.

21. Limitation of Liability

21.1 TO THE FULLEST EXTENT PERMITTED BY LAW, LABTESTED, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, GOODWILL, BUSINESS OPPORTUNITIES, DATA, OR USE.

21.2 LABTESTED WILL NOT BE LIABLE FOR CLAIMS ARISING FROM:

21.2.1 MERCHANT PRODUCTS, PRODUCT SAFETY, PRODUCT PERFORMANCE, LABELING, ADVERTISING, OR CLAIMS;

21.2.2 FRAUDULENT, ALTERED, INACCURATE, INCOMPLETE, EXPIRED, OR MISASSOCIATED MERCHANT CONTENT;

21.2.3 LABORATORY ACTS, OMISSIONS, METHODS, RESULTS, OR DOCUMENTATION;

21.2.4 MERCHANT’S FAILURE TO REVIEW EXTRACTED OR PUBLISHED INFORMATION;

21.2.5 THIRD-PARTY INTEGRATIONS, PAYMENT PROVIDERS, HOSTING SERVICES, COMMERCE PLATFORMS, OR EXTERNAL SYSTEMS; OR

21.2.6 UNAUTHORIZED ACCESS CAUSED BY MERCHANT’S CREDENTIALS, SYSTEMS, USERS, OR FAILURE TO FOLLOW SECURITY REQUIREMENTS.

21.3 LABTESTED’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, ALL ORDER FORMS, AND THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY MERCHANT TO LABTESTED DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

21.4 The exclusions and limitations apply regardless of the legal theory asserted and even where a remedy fails of its essential purpose.

21.5 Liability that cannot lawfully be excluded or limited remains unaffected.

22. Indemnification

22.1 Merchant will defend, indemnify, and hold harmless LabTested, its affiliates, and their officers, directors, employees, agents, licensors, and service providers from claims, investigations, recalls, losses, liabilities, penalties, judgments, damages, costs, and reasonable attorneys’ fees arising from or relating to:

22.1.1 Merchant’s products, manufacturing, formulation, sourcing, distribution, labeling, advertising, sale, safety, quality, or compliance;

22.1.2 Merchant Content, Laboratory Documentation, Published Content, claims, or representations;

22.1.3 an allegation that Merchant Content or Merchant’s conduct infringes another person’s rights;

22.1.4 Merchant’s breach of this Agreement, an Order Form, or applicable law;

22.1.5 fraudulent, altered, inaccurate, incomplete, expired, or misassociated documents or results;

22.1.6 Merchant’s use or misuse of a LabTested Badge, API, integration, or Service functionality;

22.1.7 bodily injury, illness, death, property damage, economic loss, regulatory action, or consumer claim associated with Merchant’s products; or

22.1.8 activity by Merchant’s Authorized Users, laboratories, contractors, agents, or integrations.

22.2 LabTested will provide reasonable notice of a covered claim.

22.3 LabTested may control the defense and settlement using counsel of its choice. Merchant may participate using separate counsel at its own expense.

22.4 Merchant must not settle a claim in a manner that admits fault by LabTested, imposes obligations on LabTested, restricts LabTested, or fails to release LabTested without prior written consent.

23. Dispute Resolution

23.1 Before initiating formal proceedings, a party must provide written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for 30 days.

23.2 Except for eligible small-claims matters and requests for temporary or preliminary injunctive relief involving intellectual property, confidentiality, security, unauthorized access, or misuse, disputes arising from this Agreement, an Order Form, or the Service will be resolved through binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

23.3 The Federal Arbitration Act governs the arbitration provision.

23.4 Arbitration will be conducted in English before one arbitrator. Proceedings may occur remotely. An in-person hearing will take place in New Castle County, Delaware, unless the parties agree otherwise.

23.5 EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

23.6 The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s claim.

24. Governing Law

24.1 Delaware law governs this Agreement and each Order Form, without regard to conflict-of-law rules.

24.2 Subject to Section 23, the state and federal courts located in New Castle County, Delaware, have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to personal jurisdiction and venue there.

25. General Provisions

25.1 This Agreement, applicable Order Forms, and incorporated policies constitute the entire agreement concerning their subject matter and supersede prior proposals, communications, and understandings concerning that subject matter.

25.2 Merchant may not assign or transfer this Agreement, an Order Form, or an Account without LabTested’s prior written consent.

25.3 LabTested may assign this Agreement in connection with a merger, financing, acquisition, restructuring, sale of assets, corporate reorganization, or transfer of the Service.

25.4 Neither party is liable for delays or failures caused by events beyond its reasonable control, excluding Merchant’s payment obligations.

25.5 Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

25.6 If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

25.7 Headings are for convenience only. “Including” means “including without limitation.”

25.8 Electronic acceptance, signatures, notices, and records have the same legal effect as paper equivalents to the extent permitted by law.

25.9 The parties are independent contractors. No partnership, joint venture, employment, fiduciary, agency, franchise, or exclusive relationship is created.

25.10 Notices to Merchant may be delivered to the Account email address, through the Service, or by another reasonable electronic method.

25.11 Legal notices to LabTested must be sent to hello@labtested.co and to any postal address identified in the applicable Order Form or on the LabTested website.

26. Contact

LabTested, Co.

702 Cedar Street

Santa Monica, CA 90405

United States

Website: https://www.labtested.co

General, legal, privacy, and security inquiries: hello@labtested.co