Terms and Conditions

Beaconpoint Labs, LLC d/b/a WISEcode Labs (“WISEcode Labs”) provides analytical testing services (“Services”). These Terms and Conditions (these “Terms”) shall govern all Services and fees and quotes rendered by WISEcode Labs to you (hereinafter, “CLIENT”). If a master services agreement or contract (a “MSA”) for Services has been entered into between CLIENT and WISEcode Labs, these Terms shall supplement such MSA, and in the event of a conflict between such MSA and these Terms, the MSA shall govern.

(a) CLIENT shall designate in writing a person(s) or entity to act as CLIENT’S authorized representative with respect to WISEcode Labs Services to be performed. Such person(s) or entity shall have complete authority to transmit instructions, receive information and data, and to order, at CLIENT’S expense, additional services.

(b) CLIENT is responsible for determining whether the testing protocol requested by CLIENT complies with any and all federal, state and local laws, rules and regulations applicable to CLIENT’s business and/or products. WISEcode Labs makes no representation or warranty that the testing protocol requested by CLIENT is effective and/or suitable for the purpose for which the tests will be performed, and WISEcode Labs takes no responsibility for CLIENT’s regulatory compliance and reporting.

(c) CLIENT shall not use, in any form or manner, and shall not disclose, in whole or in part, to any other party, WISEcode Labs’ Confidential Information.

(d) CLIENT agrees to provide information reasonably requested by WISEcode Labs, as is necessary for WISEcode Labs to complete the Services and prepare its report.

(e) If WISEcode Labs’ performance of the Services or such other obligations under these Terms is prevented or delayed by any act or omission of CLIENT or its agents, subcontractors, consultants, or employees, WISEcode Labs shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by CLIENT, in each case, to the extent arising directly or indirectly from such prevention or delay.

(f) If services are terminated by either party for any reason, CLIENT shall pay WISEcode Labs in full for all Services, completed in part or in whole, performed through the termination date, and any results completed in whole shall be reported to the CLIENT upon payment of services rendered.

WISEcode Lab sshall prepare reports of Services performed indicating results of testing. The reports will be based solely upon samples as provided by CLIENT. CLIENT shall not at any time misrepresent, amend, or alter the content of any report or other information received from or relating to WISEcode Labs or its work on behalf of CLIENT. WISEcode Labs accepts no legal responsibility for the purposes for which CLIENT uses the reports or Service test results. CLIENT shall not, without prior written consent of WISEcode Labs, use WISEcode Labs’s name, trademark, logo or any results or reports prepared by WISEcode Labs in connection with any sale, marketing or advertising.

The prices for the Services will be as stipulated in WISEcode Labs' quote for Services (if applicable), and otherwise determined and adjusted in the ordinary course of WISEcode Labs' business upon notice to CLIENT. Upon completion of the Services, or any portion thereof, WISEcode Labs shall issue an invoice to CLIENT and CLIENT agrees to pay all invoiced amounts within 30 days from the date of WISEcode Labs' invoice unless otherwise agreed by the parties according to a pre-determined schedule. If WISEcode Labs does not receive full payment by the due date, a 1.5% interest charge may be applied to the balance per month, and CLIENT will be responsible for all collection costs WISEcode Labs incurs to collect any overdue amounts. If CLIENT elects to pay by credit card, a 4% credit card processing fee will be added to each credit card transaction.

CLIENT is responsible for delivering all applicable product samples to WISEcode Labs for the provision of Services. If, however, a product is lost or damaged while at a WISEcode Labs facility or as a result of WISEcode Labs' acts or omissions, WISEcode Labs will reimburse CLIENT for the replacement cost of the lost or damaged product.

After results have been reported to CLIENT, samples will be retained and disposed of by WISEcode Labs within two (2) weeks pursuant to its standard operating procedure for retention and destruction. WISEcode Labs maintains electronic copies of its Service records for a period of two (2) years in accordance with its record retention policy.

Each of WISEcode Labs and CLIENT (each a “Receiving Party”) agrees that it will keep confidential and will not disclose or use for any purpose other than in connection with the performance of the Services, any proprietary or confidential information not generally known to the public or recognized as standard industry practice (“Confidential Information”) disclosed by the other party (each a “Disclosing Party”), unless such information (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Agreement; or (b) is obtained by Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information. Receiving Party further agrees that it will be responsible for any breach of this Section 8 caused by its employees, officers, agents, consultants, attorneys, accountants and financial advisors.

(a) CLIENT acknowledges that the performance of the Services by WISEcode Labs requires the skill and know-how of WISEcode Labs, including all concepts, know-how, ideas, knowledge, methodologies, pro forma documents, templates and techniques developed by WISEcode Labs and the intellectual property of WISEcode Labs in the products, equipment, software, and documentation used by WISEcode Labs to perform the Services (collectively, “Know-How”). CLIENT shall not acquire any right, title or interest in or to any Know-How or to any invention or other intellectual property of WISEcode Labs conceived or first actually reduced to practice in the performance of the Services under this Agreement.

(b) WISEcode Labs acknowledges and agrees that CLIENT is the owner of and has exclusive right, title and interest in and to all Client Data. “Client Data” means (i) Confidential Information of CLIENT, (ii) information, data, records, and files of CLIENT provided to WISEcode Labs in respect of the provision of the Services, and (iii) all reports delivered by WISEcode Labs to CLIENT, except to the extent such Reports contain WISEcode Labs' Know-How or other intellectual property.

(a) WISEcode Labs shall not be liable for a breach of this Agreement unless CLIENT gives written notice of the breach to WISEcode Labs within 10 days of the time when CLIENT discovers or ought to have discovered the breach.

(b) For any defective Services, WISEcode Labs shall, in its sole discretion, and as CLIENT’s sole and exclusive remedy, either: (i) re-perform such Services (or the defective part); or (ii) credit or refund the price of the applicable Services.

(c) IN NO EVENT SHALL WISECODE LABS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WISECDOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ABSENT FRAUD OR GROSS NEGLIGENCE, WISECODE LABS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE PROVISION OF THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO WISECODE LABS IN RESPECT OF THE SERVICES AND THE APPLICABLE ORDER OUT OF WHICH THE DAMAGES AROSE.

(D) CLIENT SHALL HOLD HARMLESS AND INDEMNIFY WISECODE LABS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS AGAINST ALL CLAIMS (ACTUAL OR THREATENED) BY ANY THIRD PARTY FOR LOSS, LIABILITY, DAMAGE OR EXPENSE OF WHATSOEVER NATURE INCLUDING ALL LEGAL EXPENSES AND RELATED COSTS, HOWSOEVER ARISING, RELATING TO ANY BREACH OF THE CLIENT’S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, BREACH OF ANY OF THESE TERMS, THE USE, APPLICATION, OR UNAUTHORIZED DISCLOSURE OF ANY REPORTS, RESULTS, OR OTHER DOCUMENTATION PROVIDED BY WISECODE LABS, AND THE MARKETING, SALE OR CONSUMPTION OF CLIENT’S PRODUCTS.

WISEcode Labs shall not be liable for any loss, damage, detention or delay due directly or indirectly to causes beyond its reasonable control, including without limitation, acts of God, acts by CLIENT, acts of civil or military authority, fires, strikes, floods, epidemics, pandemics, war, riot, delays in transportation, government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, facilities, or transportation due to such causes.

This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, and communications between CLIENT and WISEcode Labs. These Terms shall prevail over any other terms and conditions, or written document submitted by CLIENT regardless of timing, and may only be amended or modified by a MSA or in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. WISEcode Labs reserves the right to change these Terms at any time by providing advance notice on the WISEcode Labs website. These changes will become effective 30 days after the date in which notice is posted on WISEcode's website. CLIENT’S continued use of WISEcode Labs' Services after any change to these Terms will constitute CLIENT’S acceptance of such change. If CLIENT does not agree with the changes to these Terms, CLIENT may terminate the Services.

The Services and these Terms are governed by the laws of the State of North Carolina without regard to the conflicts of laws principles thereof.

The Services and these Terms are governed by the laws of the State of North Carolina without regard to the conflicts of laws principles thereof.