Terms governing our laboratory testing services for cannabis compliance and quality assurance.
Effective Date: October 1, 2020
These Terms and Conditions (the "Terms") set forth the conditions under which SQRD Lab, LLC ("SQRD") provides laboratory testing services to the undersigned client or customer ("Client").
By submitting samples, signing a Service Order or Sample Analysis Request Form, or otherwise indicating acceptance, the Client agrees to be bound by these Terms.
These Terms govern all services ("Services") provided by SQRD, including its affiliates or subsidiaries utilizing the name "SQRD," to Client. Any additional or different terms proposed by Client (e.g., in a purchase order) are rejected unless SQRD expressly agrees in writing.
Client acknowledges that by engaging SQRD for any Services—whether via a signed order, online form, or other means—these Terms become binding and supersede any prior agreements or understandings related to the Services.
SQRD provides cannabis and related laboratory testing services in accordance with California Business and Professions Code §26000 et seq. ("MAUCRSA") and the regulations issued by the California Department of Cannabis Control ("DCC Regulations"), collectively referred to here as the "Applicable Laws." Upon completion of Services, SQRD will issue a Certificate of Analysis ("COA") and handle post-testing retention or destruction of any remaining sample materials as required by law.
SQRD warrants it will perform all Services (i) in a competent, professional manner, (ii) consistent with generally recognized industry standards, and (iii) where required, in compliance with current California regulations for mandatory cannabis testing. SQRD does not guarantee that test results or reports will meet any acceptance criteria that Client may have, nor is SQRD responsible for any failure of Client's products to meet Client's own internal or commercial standards.
If SQRD materially breaches the above limited warranty and Client notifies SQRD in writing within thirty (30) days of discovering such breach, Client's exclusive remedy is a credit up to the amount of the Service Fee paid for the deficient Services, provided Client is current on all undisputed invoices. THIS REMEDY IS CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED WARRANTY.
SQRD reserves the right to subcontract any portion of the Services to external (non-SQRD) laboratories as necessary to fulfill testing requirements.
Client alone is responsible for determining which Services it needs based on its products and business requirements. Client represents and warrants that it is familiar with, and in material compliance with, all applicable laws and regulations governing its products and business.
Client acknowledges SQRD is not responsible for any certification, approval, recall, or marketing decisions related to Client's products. The Client's decisions regarding recalls, product quality, marketing claims, etc., remain solely its own.
Client releases and waives any claims against SQRD arising from the interpretation or use of test results, data reports, or application platforms provided by SQRD.
Client agrees to defend, indemnify, and hold harmless SQRD and its affiliates from any and all third-party claims arising from (i) the performance of the Services in accordance with these Terms, (ii) the Client's use or distribution of tested products, (iii) Client's use or misinterpretation of any data, analysis, or software tools provided by SQRD, (iv) any Client-provided content or samples, or (v) unauthorized use or access to SQRD's systems by Client or its agents.
SQRD will invoice Client for Services rendered. Unless otherwise agreed in writing, payment is due in full before SQRD commences analytical work. Qualified clients may be granted net-15 terms (or as agreed in writing). Any payment not made when due will incur a finance charge of 10% per month or the maximum allowable by law, whichever is lower.
Any dispute of an invoice must be raised in writing within 15 days of the invoice date. A dispute over test results does not entitle Client to defer or withhold payment for Services performed.
Administrative Penalty: $75 for overdue invoices. Returned Checks: $50 minimum fee. Credit Card Processing Fees: Passed through to Client. Minimum Invoice: $75 per order (excluding shipping/handling).
If Client fails to pay within 60 days of invoice, SQRD may treat this as a default and take legal or collection action. Client agrees to pay all reasonable costs of collection, including attorneys' fees.
No SQRD Party shall be liable for any special, general, indirect, consequential, or punitive damages.
The total liability of all SQRD Parties for any claim arising from or relating to the Services shall not exceed the total amount paid by Client for the specific Services at issue.
Any claim or cause of action against SQRD must be brought within ninety (90) days of the event giving rise to the claim. After that time, Client waives and releases all such claims.
SQRD maintains client records consistent with DCC Regulations §5037 and related laws. SQRD may be required to disclose such records upon request by a regulatory or law enforcement entity. By using SQRD's Services, Client acknowledges and waives any confidentiality objections if disclosure is mandated by law.
Client grants SQRD a perpetual, irrevocable, worldwide, royalty-free license to use, host, copy, transmit, and display any data provided by Client in connection with the Services, in an anonymous or aggregated manner where possible. This includes the right to use data for internal quality control, analytics, and lawful business purposes.
Neither party shall disclose the other's confidential information without prior written consent, except to affiliates, employees, or agents with a need to know or as required by law.
Client shall not use SQRD's name, trademark, or logo without SQRD's prior written consent, nor misrepresent the content of any COA or other SQRD report.
All matters arising from or relating to these Terms shall be governed by California law without regard to conflicts of law principles. Any suit or proceeding must be brought in a state or federal court in Los Angeles County, California.
Except as otherwise stated, any dispute, controversy, or claim not resolved by negotiation shall be resolved by binding arbitration in Los Angeles, California, administered by the American Arbitration Association (AAA). The arbitral decision shall be final and binding on the Parties. By agreeing to these Terms, the Parties waive certain rights to civil litigation, including the right to a jury trial.
In any dispute arising from or relating to these Terms (including arbitration), the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief.
SQRD shall not be liable for delays or failures due to causes beyond its reasonable control, including but not limited to acts of God, fire, floods, epidemics, civil unrest, strikes, freight embargoes, power outages, terrorism, or governmental action.
SQRD reserves the right to suspend or refuse Services at any time, without liability, under circumstances including but not limited to: Regulatory Risk (if performing Services would violate applicable laws), Breach of Terms, Non-Payment, or Federal Enforcement Risk.
SQRD is an independent contractor. Nothing in these Terms shall be interpreted as creating a partnership, joint venture, or agency relationship between SQRD and Client.
Client may not assign or transfer its rights or obligations under these Terms without SQRD's prior written consent. SQRD may assign its rights and obligations to an affiliate or as part of a corporate transaction.
These Terms, together with any duly executed Service Orders or addenda, constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements.
In the event of conflict, these Terms control unless otherwise expressly stated in writing by SQRD. The provisions in Sections 2, 3, 4, 6, 7, and 8 survive any termination of the relationship between SQRD and Client.
If any provision of these Terms is found unenforceable, the remaining provisions remain in effect to the fullest extent permissible.
By submitting samples with a Service Order, the Client acknowledges and agrees to these Terms and Conditions in full.
If you have questions about these Terms and Conditions or need clarification on any provisions, please contact us:
Email: legal@sqrdlab.com
Phone: 1-833-SQRD-LAB (7773-522)
Address: 12820 S. Figueroa St, Los Angeles, CA 90061