Master Services Agreement

 

IMPORTANT NOTICE -- Please Review Carefully

BY PLACING AN ORDER WITH LABSAVVY, CLICKING THE "SUBMIT" BUTTON OF A LABSAVVY WEBSITE, REGISTERING TO ACCESS THE LABSAVVY SERVICES, OR PAYING A LABSAVVY INVOICE, YOU REPRESENT AND WARRANT THAT YOU ARE A REPRESENTATIVE OF THE SERVICE PROVIDER IN WHOSE NAME YOU HAVE TAKEN ANY ONE OR MORE OF THESE ACTIONS, AND ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON ITS BEHALF.  YOU FURTHER REPRESENT AND WARRANT THAT THE TERMS OF THIS MASTER SERVICES AGREEMENT AND ANY APPLICABLE LABSAVVY ORDER FORM HAVE BEEN MADE AVAILABLE TO THE PROVIDER FOR REVIEW; AND FURTHER, THAT THE PROVIDER HAS ACCEPTED THIS LEGAL AGREEMENT IN FULL AND AGREES TO BE BOUND BY  THESE TERMS.

WHEREAS, LabSavvy is engaged in the business of delivering the software and mobile app services for consumers to: request and pay for laboratory tests performed by a CLIA-approved clinical laboratory; receive their lab results and relevant educational information electronically; and share these results with their choice of dietician, nutritionist, personal trainer, athletic coach or health care provider, or other person that they designate (collectively, the “Services”).

WHEREAS, Provider is engaged in the business of providing professional health or wellness services to individual consumers.

WHEREAS, LabSavvy’s Services include capabilities that allow professionals like Provider to request and pay for their individual clients’ laboratory tests directly, and access their clients’ lab test results through the LabSavvy Portal (defined below), with their clients’ permission.

WHEREAS, LabSavvy would like to grant to Provider the non-exclusive right to access and use the Services, and Provider would like to incorporate the Services with its professional personal services, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto (the “Parties”), do hereby agree as follows:

  1. Capitalized terms used in this Agreement not specifically defined in this Agreement are defined as follows:
    “Clients” means the natural persons to whom Provider sells the Services, separately or bundled with Provider’s professional personal services.
    “Documentation” means information about the Services on LabSavvy’s website (https://www.labsavvy.com) that describes the Services purchased or licensed hereunder, including without limitation the terms of service (https://labsavvy.com/terms-of-service/) and privacy policy (https://labsavvy.com/privacy-policy), as the same may be updated from time to time by LabSavvy in its sole discretion.
    “Effective Date” means the date as of which Provider signs and delivers the Order Form.
    “End Users” means Provider’s employees, agents, independent contractors and other individuals authorized by Providers to access and use the Services.
    “LabSavvy Portal” means Provider’s dashboard in the Services.
    “Order Form” means the order form, sales order, sales quote, partner agreement or similar document referencing and made under this Agreement and executed by the parties.
    “Personal Data” means information relating to Clients who is, or can be, reasonably identified from information, either alone or in conjunction with other information, which is created, received, collected, derived or stored in the Services.
    “Provider Data” means all data that is provided to LabSavvy, by or on behalf of Provider through Provider’s use of the Services, and any data that third parties (including Clients) submit to Provider through the Services.
  1. Provider Authorization.
    • Subscriptions. The Services are sold as a subscription and are subject to the following terms, unless otherwise agreed on an Order Form.
    • Authorization. Subject to the terms and conditions of this Agreement, LabSavvy hereby grants to Provider a non-exclusive, non-transferable right and license, during the Subscription Term, to market, distribute and sell the Services directly to its Clients (but not indirectly through distributors, etc.), and to use and access the Services for its professional services business.
    • Subscription Term. The initial term of each subscription is specified on the Order Form. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to one year, unless either party gives the other written notice of non-renewal at least 60 days before the end of the then-current subscription term.
    • Subscription Units Added During Mid-Subscription Term. An Order Form may be used to add more subscription units (e.g. seats or packages) to a subscription during a subscription term. The per unit pricing for those additional subscription units will be as specified on the Order Form of the underlying subscription (or, absent such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are added. Any such additional subscription units will renew or terminate on the same date as the underlying subscription.  Subscription units relating to a Service cannot be decreased during a subscription term for that Service.
    • Service Features. Provider agrees that its purchases hereunder are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by LabSavvy regarding future features or functionality. LabSavvy continually changes and improves the Services.  LabSavvy may add, alter, or remove functionality from such Services at any time without prior notice, provided that LabSavvy will give prior written notice to Provider if LabSavvy makes a change to the Services that materially decreases the core functionality used by LabSavvy’s general customer base.
    • Trademarks and Copyrights.
      • LabSavvy hereby grants Provider a non-exclusive right to use and display any of LabSavvy’s trade names, trademarks and logos (the “LabSavvy Trademarks”), as supplied by LabSavvy from time to time, in connection with the marketing, sale, use and support of the Services, provided that Provider obtains LabSavvy’s prior written approval of any advertising or marketing materials distributed by Provider which contain the LabSavvy Trademarks. Provider shall not remove, alter, obscure or conceal LabSavvy’s copyright notices, trademarks notices or logos.  LabSavvy retains all rights in the LabSavvy Trademarks except as specifically granted to Provider in this section.
      • In connection with this Agreement, Provider authorizes LabSavvy to use and display Provider’s trade names, trademarks and logos (the “Provider Trademarks”), as approved by Provider from time to time, solely for purposes of marketing the nature of the Provider relationship contemplated by this Agreement; provided that LabSavvy obtains Provider’s prior written approval of any materials distributed by LabSavvy which contain Provider Trademarks. Provider retains all rights in and to the Provider Trademarks except as specifically granted to Provider in this section.
      • LabSavvy grants to Provider the right to use and display LabSavvy’s copyrighted materials (including software included with the Services), but solely in connection with and to the extent necessary for the bundling, marketing, sale, distribution, installation and support of the Services in connection with this Agreement. LabSavvy retains all rights in its copyrighted materials except as specifically granted to Provider in this section.
  1. Fees
    • Fees. Provider will pay to LabSavvy all applicable fees for the Services specified in each Order Form. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable and fees paid are not refundable.  Provider may, at its option, direct Clients to request (and pay for) their lab tests through their LabSavvy mobile application or bundle the Services’ pricing with fees for its professional personal services, but shall not offer any discounts or promotions that reduce the list price presented to Clients.
    • Invoicing and Payment Terms. Payment terms shall be specified in each Order Form. Unless otherwise specified therein, LabSavvy will issue to Provider monthly invoices in arrears no later than the 5th day of each month, for Services delivered in the last preceding month.
    • Payment. Provider agrees to pay invoices within ten (10) days from the date of the invoice. Past due invoice balances, that is, invoices which have not been paid within thirty (30) days of the invoice date, shall bear a late fee of $25 or 3% whichever is greater each month the balance is outstanding.
    • Provider shall be responsible for all applicable value added tax, goods and services tax, or other applicable taxes and fees for the services it delivers to Clients or when it pays for any Services on behalf of its Clients.
  2. Provider Obligations.
    • Security. Provider will protect Client Personal Data from unauthorized access or use, and maintain reasonable security safeguards against unauthorized access to the Services and destruction, use, modification or disclosure of Client Personal Data or LabSavvy Confidential Information. Without limiting the foregoing, Provider will maintain the confidentiality of the credentials used by it and its End Users to access the Services, and not permit End User accounts and passwords to be shared by more than one individual per account.  Provider will use commercially reasonable efforts to prevent unauthorized use of the Services, immediately terminate any unauthorized use upon its discovery, and promptly notify LabSavvy of any such unauthorized access or use within two (2) business days.
    • Use and Disclosure of Client Personal Data. Provider will comply with all terms and conditions and applicable laws and professional practice standards relating to the confidentiality, privacy and security of Client Personal Data. Provider will not sell Client Personal Data or use it for marketing without the Client’s written consent.
    • Agreements with Third Parties. Provider will enter into written agreements with third parties, including agents, employees or independent contractors that access the Services or Client Personal Data. Any such agreement shall contain security and privacy restrictions, conditions, and requirements that are at least as restrictive as those that apply to Provider in this Agreement. Provider shall be liable to LabSavvy for any acts, failures or omissions of its agents, employees or independent contractors in violation of the requirements of this Agreement as if they were Provider’s own acts, failures or omissions, to the extent permitted by law.
    • Notification. Provider will report any breach or suspected breach of unsecured Client Personal Data to LabSavvy within two (2) business days after it is discovered. Provider will provide the following information: (i) a brief description of what happened, including the date of the breach and the date of the discovery of the breach, if known; (ii) the Clients affected; (iii) a description of the data elements involved; (iv) a brief description of what Provider is doing to investigate, to mitigate harm to Clients, and to protect against any further incidents; and (v) any other information reasonably requested by LabSavvy. If such information is not available to Provider at the time the breach is required to be reported to LabSavvy, Provider shall continue to diligently investigate and provide such information to LabSavvy promptly as it becomes available.
    • Client Onboarding and Support. Upon a Partner's submission of a Client order, an email will be sent to the Client that will instruct them how to download the LabSavvy mobile application, create a Client account, connect to authorize and recieve lab results that were ordered by the Partner, and how to access and supply their requisition order form to aquire lab testing at a clinical laboratory in LabSavvy’s network.
    • Intended Use.Provider will market the Services solely for the intended use of helping Clients to maintain or encourage a general state of wellness or athletic performance, and not for the diagnosis, treatment or cure of any disease or medical condition.
    • Professional Standard of Care. Provider will not engage in the unauthorized practice of medicine, and will incorporate lab test results into its professional practice in a manner that is consistent with applicable professional standards.
    • Distribution Channels. Without LabSavvy’s prior written consent, Provider may not use its own distribution and Provider network (its “Affiliates”) to distribute, market, sell, install and support the Services pursuant to this Agreement.
  3. LabSavvy Obligations.
    • Services. LabSavvy shall provide the Services to the Provider in accordance with this Agreement and Services to its Clients in accordance with the LabSavvy Terms of Service (http://www.labsavvy.com/legal/terms-of-service).
    • Pricing. The pricing for Services are set forth in the Order Form, and may be updated from time to time by LabSavvy upon written notice to Provider.
    • Regulatory approvals. LabSavvy represents and warrants to Provider that it has obtained all regulatory approvals applicable to, and necessary for, the Services to be marketed, sold, distributed, installed and supported in the United States for the intended use set forth in Section 5.1.
    • Provider agrees to be responsible for all applicable value added tax, goods and services tax, or other applicable taxes and fees. Provider agrees to be responsible for all applicable import duties with respect to any international transactions of Provider.
  4. Mutual Confidentiality.
    • Confidential Information. “Confidential Information” as defined in this Agreement means this Agreement, any non-public technical or business information of a party, including without limitation any information relating to a party’s techniques, algorithms, services, software, know-how, current and future products and services, research, engineering, vulnerabilities, designs, financial information, procurement requirements, manufacturing, Client lists, business forecasts, marketing plans and information, any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure.
    • Confidentiality Obligations. Each party to this Agreement shall maintain in confidence all Confidential Information of the disclosing party that is delivered to the receiving party and will not use such Confidential Information except as expressly permitted herein. Each party will take all reasonable measures to maintain the confidentiality of such Confidential Information, but in no event less than the measures it uses to protect its own Confidential Information.  Each party will limit the disclosure of such Confidential Information to those of its employees with a bona fide need to access such Confidential Information in order to exercise its rights and obligations under this Agreement; provided that all such employees are bound to protect the confidentiality of all Confidential Information in accordance with the terms and conditions of this Section 6.
    • Exclusions. Confidential Information shall not include information which: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) the receiving party can demonstrate by written evidence was rightfully in the receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information or otherwise in breach of this Agreement; (iv) the receiving party rightfully obtains from a third party not under a duty of confidentiality and without restriction on use or disclosure, or (v) is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process to do so, provided that the receiving party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the disclosing party.
    • Injunctive Relief. Each party understands and agrees that the other party will suffer irreparable harm in the event that the receiving Party of Confidential Information breaches any of its obligations under this Section 6 and that monetary damages will be inadequate to compensate the non-breaching party. In the event of a breach or threatened breach of any of the provisions of this Section 6, the non-breaching Party, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by the other Party.
  5. Limited Warranty and Disclaimer. Subject to the terms and conditions of this Agreement, LabSavvy warrants that during the Term, the Services will not infringe an existing U.S. patent, copyright or the intellectual property rights of any third party.
    • THE FOREGOING EXPRESS WARRANTY REPLACES AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS BY THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. EXCEPT AS SET FORTH ABOVE, LABSAVVY MAKES NO WARRANTY THAT THE SERVICES WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER.  ALL THIRD PARTY SOFTWARE PROGRAMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER.  THE WARRANTIES MADE BY LABSAVVY MAY BE VOIDED BY ABUSE OR MISUSE.
      • Exclusive Remedy. LabSavvy’s sole and exclusive obligation and liability, and Provider’s sole and exclusive remedy, with respect to infringement or misappropriation of intellectual property rights of any kind shall be for LabSavvy to use its reasonable commercial efforts as set out herein above to procure for Provider the right to continue using the Services under the terms of this Agreement, or replace or modify Services so that it is non-infringing and substantially equivalent in function to the infringing Service component.
    • Each party, including its shareholders, directors, officers and employees (collectively, the “Indemnifying Party”), agrees to indemnify, defend and hold harmless the other party, including its shareholders, directors, officers and employees (the “Indemnified Party”) from and against any other kind of loss or claim incurred by Indemnified Party to the extent arising out of Indemnifying Party’s breach of its obligations under this Agreement, provided that the Indemnified Party gives Indemnifying Party prompt notice of any such loss or claim, permits the Indemnifying Party to assume the defense of any action relating thereto, and cooperates fully with Indemnifying Party in the handling thereof.
  2. Limitations of Liability and Exclusions.
    • Exclusion of Other Damages.IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, DAMAGES (INCLUDING WITHOUT LIMITATION, LIABILITIES RELATED TO A LOSS OF USE, PROFITS, GOODWILL OR SAVINGS OR A LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OR AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
    • EXCLUDING LIABILITIES ARISING FROM EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND ANY LIABILITIES ARISING FROM PROVIDER’S BREACH OF SECTION 4, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR NEGLIGENCE, STRICT AND/OR PRODUCT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL REVENUE RECEIVED BY LABSAVVY IN THE IMMEDIATELY PRECEDING 12 MONTH PERIOD UNDER THIS AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER THE OCCURRENCE OF SUCH ACT OR OMISSION. THIS LIMITATION SHALL NOT APPLY TO AMOUNTS DUE AND PAYABLE TO LABSAVVY UNDER THIS AGREEMENT.
  3. Term and Termination. The initial term of this Agreement shall commence on the Effective Date, and shall continue for one (1) year thereafter unless renewed or terminated as provided below (the “Initial Term”).
    • Automatic Renewal. At the end of the initial term, this Agreement shall be automatically renewed for successive one (1) year terms, unless terminated by either party by written notice to the other not less than sixty (60) days before the end of the initial term or any renewal term (the “Renewal Term,” and together with the Initial Term, the “Term”).
    • Failure to Cure Breach. Either Party may terminate this Agreement at any time, including during the initial term, upon sixty (60) days written notice of a material breach to the other party specifying the breach in detail and failure by the other party to cure such material breach within the sixty (60) day period.
    • Insolvency. Either party may have the right to terminate this Agreement in the event the other Party (i) becomes insolvent, (ii) becomes subject to a petition in bankruptcy filed by or against it that is not dismissed within thirty days of the filing of such petition, (iii) is placed under the control of a receiver, liquidator or committee of creditors, or (iv) dissolves, ceases to function as a going concern or to conduct its business in the normal course.
    • Suspension. In addition, Provider agrees that LabSavvy may suspend providing the Services if unpaid balances payable by Provider are greater than thirty (30) days past due unless Provider is contesting the past due amount(s) in good faith and then only to the extent of such amount that is being disputed, in which case Services will be provided pending resolution of any disputed invoice(s). The foregoing notwithstanding, LabSavvy hereby further agrees that under no circumstances shall it discontinue providing the Services prior to providing written notice to the Provider and providing the Provider fourteen (14) business days to pay any past due amounts or make arrangements to do so which are satisfactory to LabSavvy.
    • Effect of Termination. Upon the expiration or termination of this Agreement, Provider agrees to pay all amounts accrued or otherwise owing to LabSavvy on the date of termination, and each Party shall return, or certify the destruction of, the Confidential Information of the other Party, except a party shall be entitled to utilize such information as reasonably necessary to fulfill its contractual obligations to Clients or a Client.
    • Survival of Obligations. The provisions of Sections 3.3, 4, 6, 7, 8, 9, 10, this 10.6 and 11 as well as Provider’s obligations to pay any amounts due and outstanding hereunder, shall survive termination or expiration of this Agreement.
    • Termination’s Effect on Existing Client Agreements. In the event of the expiration or termination of this Agreement, the parties each acknowledge and agree that Client relationships relating to the Services contemplated hereby may extend, by their terms, beyond the term of this Agreement. Accordingly, notwithstanding termination or expiration of this Agreement for any reason, the parties agree to work together in good faith to develop and implement such post-termination support solutions, on a case by case basis, as may be reasonably necessary to satisfy any surviving obligations to Clients.
  4. Miscellaneous.
    • Governing Law; Severability. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to conflict of law principles.Any and all proceedings relating to the subject matter of this Agreement shall be maintained in the courts of the County of Fairfax County of the Commonwealth of Virginia or Federal District Courts sitting in the Eastern District of Virginia, which courts shall have exclusive jurisdiction for such purpose, and Provider hereby consents to the personal jurisdiction of such courts.  Each Party agrees that the Uniform Computer Information Transaction Act or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this Agreement. To the extent that UCITA is applicable, the Parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.  Each Party hereby waives its respective rights to a trial by jury in any legal action.  Provider and LabSavvy agree that the U.N. Convention on Contracts for the International Sale of Goods shall not govern this Agreement.
    • Notices. Any notices under this Agreement will be personally delivered or sent by certified or registered mail, return receipt requested, or by nationally recognized overnight express courier, to the address specified herein or such other address as a Party may specify in writing. Such notices will be effective upon receipt, which may be shown by confirmation of delivery. All notices to LabSavvy shall be sent to the attention of Chief Executive Officer (unless otherwise specified by LabSavvy), and to Provider’s legal counsel and the contact person listed in the Order Form.
    • Neither Party may assign or otherwise transfer this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other Party if a majority of its outstanding voting capital stock is sold to a third party, or if it sells all or substantially all of its assets or if there is otherwise a change of control.  This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns.
    • Insurance. Each party hereto hereby agrees to maintain property, casualty and business liability insurance to adequately cover its activities, responsibilities and obligations under or in connection with this Agreement, and in no event shall such coverage be less than $1,000,000.
    • Independent Organizations. The Parties acknowledge that they are independent organizations and not partners nor joint venturers under this Agreement. Each party shall be responsible for its own employee expenses, employee compensation, payroll taxes and any other taxes or fees it incurs under law.
    • Non-solicitation of Employees. The Parties acknowledge the substantial time and effort made to recruit and train an employee, and agree that neither Party shall solicit an employee of the other to become an employee of its own.
    • Force Majeure. Neither Party shall be liable for any delay or failure due to a force majeure event and other causes beyond its reasonable control. This provision shall not apply to any of Provider’s payment obligations.
    • Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or scanned signatures.
    • Mediation and Arbitration. Except for instance where equitable relief is permitted under this Agreement, any and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement or the breach thereof, (herein “dispute”) shall be submitted to the chief operating officer (or equivalent) of each party (or their designee) for a good faith attempt to resolve the dispute. The position of each party shall be submitted, and the individuals promptly thereafter shall meet at a neutral site.  If the parties are unable to reach agreement within fifteen (15) days following such meeting, then any dispute which has not been resolved within said fifteen (15) days by good faith negotiations between the parties shall be resolved at the request of either party by final and binding arbitration.  Arbitration shall be conducted in Fairfax, Virginia, by a single arbitrator.  The arbitrator shall be knowledgeable in the commercial aspects of software licensing, Internet applications, networking, network monitoring, assisted living care providers, technical consulting services and copyright and patent law and otherwise in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The parties shall meet to agree upon an arbitrator within fifteen (15) days after the receipt by the noticed party of the demand for arbitration delivered in the manner set forth herein for providing notice to the parties.  If the parties cannot agree on an arbitrator, then the American Arbitration Association shall select the arbitrator.  The arbitrator shall make detailed written findings to support his/her award.  The arbitrator shall render his/her decision no more than sixty (60) days after the parties finally submit the claim, dispute or controversy.  Judgment upon the arbitration award may be entered in any court having jurisdiction.
    • Complete Agreement. This Agreement, including its Order Forms (all of which are incorporated herein), are collectively the Parties’ complete agreement regarding its subject matter, superseding any prior oral or written communications. The Parties agree that, to the extent any Order Form, or any confirmation or other document of LabSavvy, contains terms or conditions that conflict with, or supplement, this Agreement, such terms and conditions in the Order Form shall only control with respect to their subject matter..
    • Services Provided Outside of the United States. Provider acknowledges that the safety testing, emissions, and regulatory approvals for the Services provided under this contract are authorized under the laws and regulations of the United States of America. Technical standards may or may not meet the requirements set by regulations within other countries. LabSavvy makes no claim of fitness for use and has not presented such claims to regulatory authorities outside the United States nor obtained their written regulatory approvals.  Provider shall use or resell the Services at their own risk and shall hold LabSavvy harmless in the event their use of the Services is found to be out of compliance with their local regulations.  Provider acknowledges that the provision of Services by LabSavvy requires the encrypted transfer of potentially personal data outside of their local government jurisdiction, or country, or Union, to secure servers located in the United States where the data is securely stored for access by the Provider using a secure web browser.  LabSavvy maintains the privacy of user data under this agreement, and utilizes strong encryption to protect data transmissions, but this in itself may or may not satisfy the Provider’s local government regulations concerning storage beyond their borders of citizen data that originates in user’s country.  Provider accepts all responsibility for conformance with such regulations that may or may not exist in Provider or a Client’s locality, in which case, Provider's only recourse is to cease using the Services.
    • Amendments or changes to this Agreement must be in mutually executed writings to be effective.
    • The individuals executing this Agreement on behalf of the Provider and LabSavvy by so doing represent that they have the requisite power and authority to sign this Agreement on behalf of the Provider or LabSavvy, as the case may be.
    • Unless otherwise expressly set forth in an order form that is executed by the Parties, this Agreement shall control in the event of any conflict with an order form.

 

Version 1.0 / January 1, 2020