Terms and Conditions

Quant Leaf Labs, Inc.  ·  Analytical Laboratory Services

Effective August 11, 2026. Supersedes the version dated October 25, 2025.

Quant Leaf Labs, Inc. (“QLL,” “we,” “us”) is an independent analytical testing laboratory accredited to ISO/IEC 17025:2017. These Terms and Conditions (the “Terms”) govern all testing, sampling, and related services (the “Services”) that QLL performs for any client (“Client,” “you”).

1. How These Terms Apply

1.1 These Terms and the order record for each submission together form the agreement between QLL and Client. No other document forms part of that agreement unless both parties sign it.

1.2 These Terms are published at quantleaflabs.com/terms. The version published when an order is placed applies to that order.

1.3 Client accepts these Terms, and is bound by them, by doing any of the following:

• placing an order in the LIMS, where these Terms and a link to them are displayed before the order is submitted;
• signing an order summary or invoice that refers to these Terms;
• paying, in whole or in part, an invoice that refers to these Terms;
• presenting material to a QLL employee for collection;
• delivering material to QLL’s premises for testing; or
• signing a written agreement with QLL that refers to these Terms.

1.4 Each person who does any of the things in Section 1.3 on behalf of a Client confirms that they are authorized to bind that Client. Where a person places an order on behalf of a Client, that person and the Client are each responsible under these Terms.

1.5 These Terms may be varied only in writing signed by an officer of QLL. A term contained in a Client purchase order, portal entry, invoice annotation, email, or other Client document does not apply and is not accepted, whether or not QLL objects to it.

1.6 Where the parties sign a written agreement, that agreement prevails over these Terms to the extent of any conflict.

2. Definitions

LIMS	The laboratory information management system QLL uses from time to time to receive orders, generate custody records, and issue Reports. QLL may change providers on notice to Client.
Sample	Any material collected from, or submitted by, Client for analysis, and any portion of it.
Report	Any analytical report QLL issues for a Sample, including a certificate of analysis.
Regulatory Testing	Services performed so that Client can satisfy a testing requirement imposed on it by a government agency, where the results are reported to that agency. QLL refers to the agency concerned as the Agency.
R&D Testing	All other Services, performed for Client’s own purposes.
Reserve sample	The portion of a Sample not consumed in testing.
Rate schedule	QLL’s prices for each panel and matrix, as reflected in Client’s LIMS account.

 

3. Scope of Services; Methods; Accreditation

3.1 QLL performs analytical testing across the matrices and analytes within its scope. Each matrix is tested using a validated method specific to that matrix, maintained under QLL’s quality management system. Methods are selected by QLL. Where an agency has published a method and made it mandatory for a matrix, QLL uses that method.

3.2 QLL performs all Services itself. All testing is performed by QLL employees at QLL’s own premises, and all sample collection is performed by QLL employees. QLL does not subcontract or outsource testing or sampling, does not use third-party or contract samplers, and does not transfer a Sample to another laboratory.

3.3 QLL’s scope of accreditation and its licenses are available on request and are published by the accrediting and licensing bodies.

3.4 Work outside the accredited scope. Where a requested analysis or matrix falls outside QLL’s accredited scope, QLL says so before accepting the work and identifies it on the Report. Such a result is not presented as an accredited result.

3.5 QLL provides analytical results. QLL does not provide legal, regulatory, or compliance advice and does not determine whether any product may lawfully be sold, distributed, or labeled in any particular way. Those determinations belong to Client.

4. Orders; Review; Turnaround

4.1 Orders are placed through the LIMS with complete custody information. The order record identifies the Client, the producer, the matrix, the batch identifiers, the analyses requested, and the collection and receipt dates. Together with these Terms it is the record of what was agreed for that submission.

4.2 QLL reviews each order before accepting it and may decline any order at its discretion, including for the reasons in Section 18.

4.3 Each Client has a designated QLL contact for scheduling, collection and queries.

4.4 Turnaround. Turnaround times, including rush turnaround, are targets and not guarantees. They depend on laboratory capacity and instrument availability. Rush service may be accepted at QLL’s discretion for the additional fee then in effect.

4.5 QLL tells Client of any material deviation from what was agreed. Where an order is amended after work has begun, QLL repeats the review in Section 4.2 and confirms the amendment to Client before work continues.

4.6 For Regulatory Testing, QLL does not release results, in whole or in part, before all required analyses are complete and the Report has been provided to the Agency.

5. Collection and Delivery of Samples

5.1 QLL collects Samples from Client’s premises for both Regulatory Testing and R&D Testing. For R&D Testing, Client may also deliver Samples to QLL’s premises. Collection is scheduled through the LIMS or with Client’s designated QLL contact.

5.2 Sample collection is carried out only by QLL employees who hold the qualification the applicable program requires of a sampler. QLL does not use third-party or contract samplers.

5.3 All movement of material to QLL must be lawful. Where the material is subject to a regulatory transport, manifest, or tracking requirement, Client is responsible for ensuring that the transport is carried out by a party authorized to do so and that the required documentation accompanies the Sample. QLL does not accept a Sample that arrives without it.

5.4 For Regulatory Testing, Client must, before requesting collection, have physical possession of the entire batch at its own premises, in the final form the applicable program requires for sampling.

5.5 Where the applicable program places obligations on Client during collection, Client shall meet them. These typically include:

• having Client or a Client employee physically present to observe the collection;
• not assisting the QLL employee and not handling or touching the material or the sampling equipment while the Sample is being taken;
• video recording the collection, with the batch identifier stated or shown at the beginning and a visible date and time, and retaining that recording for at least ninety (90) calendar days;
• signing and dating the custody record at the time of collection; and
• holding the entire batch at its premises until the batch passes, or fails and a corrective plan has been approved by the Agency.

5.6 Client is responsible for the accuracy of everything it enters in the LIMS and on any manifest, including batch identifier, batch size, matrix, and unit count. QLL reports the identifiers Client provides. Client shall check every entry before the Sample is collected.

5.7 QLL may reject or qualify any submission that is improperly labeled, damaged, incomplete, not in the required form, insufficient in quantity for the analyses requested and the reserve sample, or not supported by the required documentation. A Sample outside acceptance criteria is tested only if Client authorizes it in writing after being told of the condition, in which case the Report carries a statement describing the condition and its potential effect. Rejected Samples are not tested. Rate schedule – QLL’s prices then in effect, including the panel and matrix prices reflected in Client’s LIMS account and QLL’s charges for collection travel, missed or cancelled appointments, rush service, and other ancillary services.

6. R&D Testing

6.1 R&D Testing is agreed as such in advance. An R&D Report is identified as research and development work. It is not a compliance certificate of analysis, does not carry a regulatory statement of conformity, is not submitted to any agency, and is not valid to release any batch or lot. Client shall not present, submit, or label an R&D result as a compliance result.

6.2 For R&D Testing only, Client may request a non-standard reporting limit, format, matrix, or analyte set, or testing against Client-defined acceptance criteria. Any such request is reviewed under Section 4.2 and is accommodated only where technically feasible and confirmed by QLL in writing before work begins.

7. Custody; Retention; Disposal

7.1 The LIMS generates and maintains custody records. QLL completes a custody record for every Sample it collects and analyzes.

7.2 QLL retains the reserve sample in secure storage, in conditions that prevent degradation, contamination and tampering, for at least forty-five (45) business days after the analyses. After that period QLL may dispose of it. QLL retains a reserve sample beyond that period only where the Agency directs it, or where a law, hold, or order requires it.

7.3 QLL does not return Samples or reserve samples to Client. QLL provides a reserve sample to the Agency on request.

8. Reports

8.1 QLL issues a Report for each Sample it analyzes, recording the condition of the Sample as received and tested. Reports are transmitted electronically through the LIMS.

8.2 A Report issued for Regulatory Testing contains every element the applicable program requires and is signed by a QLL supervisory or management employee, who validates the accuracy of the information it contains.

8.3 Statements of conformity and decision rule. Where a Report carries a pass or fail statement of conformity, the decision rule QLL applies is simple acceptance against the specified limit: a result passes where the measured value does not exceed the limit, and fails where it exceeds it, with measurement uncertainty neither added to nor subtracted from the measured value in making that determination. For Regulatory Testing the limits are fixed by regulation and are not negotiable. Where Client asks for a statement of conformity against a different specification, the specification and the decision rule are defined and agreed in writing before work begins.

8.4 Information supplied by Client. QLL is responsible for the information on a Report except information supplied by Client, such as batch identifiers, unit counts, serving size and producer details. Information supplied by Client is identified as such on the Report. Client is responsible for its accuracy, and where it can affect the validity of a result the Report says so.

8.5 QLL reports measured results. QLL does not express opinions or interpretations on a Report unless separately agreed in writing, in which case only authorized personnel release them, the basis is documented, and they are clearly identified as opinions or interpretations.

8.6 Amendments. Only QLL may amend a Report. Where the Report was issued for Regulatory Testing, the applicable program governs what may be amended and requires the Agency’s approval in advance; an error in a reported result generally cannot be amended and is handled with the Agency directly. An amended Report is uniquely identified, references the Report it replaces, and states the reason for the amendment.

8.7 Client shall not alter, redact, recreate, excerpt in a misleading way, or misrepresent any Report, and shall not use QLL’s name, license numbers, or accreditation marks in any way that misstates the scope or result of the Services or implies that QLL endorses a product. Any use of results for labeling, advertising, regulatory filings, or claims made to third parties is Client’s sole responsibility.

9. Reporting to the Agency; Availability of Results

9.1 Where the Services are Regulatory Testing, QLL submits the Report to the Agency within the time and in the manner the applicable program requires.

9.2 QLL does not delay, withhold, or condition the submission required by Section 9.1 for any reason, including nonpayment or a dispute with Client.

9.3 Client acknowledges that results submitted under Section 9.1 are recorded in the Agency’s systems and accessible to the Agency and to other authorized parties, and that a Report may become accessible to third parties through a public verification feature of the LIMS or by other means outside QLL’s control. QLL is not responsible for the accessibility, distribution, or use of results once lawfully transmitted.

10. Re-analysis and Exclusive Remedy

10.1 For R&D Testing, Client may request a review or re-analysis in writing within ten (10) business days of the Report, provided sufficient Sample remains and the method allows.

10.2 If a verified analytical error attributable to QLL is confirmed, QLL will, at its election, refund the fee for the affected test or re-perform that test at no additional charge, subject to Sample availability. This is Client’s sole and exclusive remedy.

11. Impartiality and Independence

11.1 QLL operates strictly on a fee-for-service basis. QLL holds no ownership or financial interest in any Client or in any business whose products it tests, and no such business holds an interest in QLL.

11.2 No commercial, financial or client relationship influences a reported result or a statement of conformity, no employee’s compensation is linked to the outcome of any test, and QLL will not accept an instruction to alter, withhold or withdraw a result.

11.3 Client and QLL each confirm that neither is an owner or financial interest holder of the other. Client shall tell QLL immediately if that ceases to be true.

12. Confidentiality

12.1 QLL is responsible, through legally enforceable commitments, for the management of all information it obtains or creates in performing the Services, and treats Client’s non-public information as proprietary to Client. QLL’s personnel, and any external party acting on its behalf, are bound to the same obligation.

12.2 Where QLL is required by law, or authorized by contract, to release confidential information, QLL will tell Client what was provided, unless prohibited by law.

12.3 Information about Client that QLL obtains from a source other than Client is kept confidential between QLL and that source, and QLL does not identify the source to Client unless the source agrees.

12.4 QLL may disclose information where disclosure is required by law, required for reporting to the Agency or any other authority with jurisdiction, or necessary for accreditation, assessment, or audit. Accreditation bodies and assessors are themselves bound to confidentiality.

12.5 Information Client places in the public domain, and results submitted under Section 9.1, are not confidential.

13. Complaints

13.1 Any interested party may make a complaint about QLL’s activities, in writing to online@quantleaflabs.com or to the address in Section 24, or verbally to any QLL employee, who will record it. A description of QLL’s complaint handling process is available to any interested party on request, without charge.

13.2 On receipt, QLL confirms whether the complaint relates to activities for which it is responsible. Where it does, QLL investigates the matter and communicates the outcome to the complainant.

13.3 Making a complaint does not result in any discriminatory action against the complainant, and does not affect the priority, turnaround or handling of that person’s work.

13.4 Nothing in this Section limits Client’s right to raise a matter with any agency or with QLL’s accreditation body.

14. Prices; Invoicing; Payment

14.1 Prices are those in effect for the applicable panel and matrix at the time the order is placed. QLL may change its prices at any time. A change does not affect an order already placed.

14.2 Each invoice shows the full price, any discount as a single Lab Adjustment line, and a Total. Payment is due on the Total. Amounts shown above the Lab Adjustment line are subtotals and are not the amount due.

14.3 Unless the parties have signed an agreement providing otherwise, payment is due on submission of each order, and QLL is not obliged to schedule or perform collection, or to accept delivery of a Sample, until payment has been received and cleared. For R&D Testing, QLL may hold an unpaid order before analysis.

14.4 QLL accepts ACH transfer, wire, cash, money order, cashier’s check, and company check payable to Quant Leaf Labs, Inc. Card payments will be accepted once implemented, with Client responsible for any associated transaction fee. Client bears its own bank and processing charges. Where Client pays cash exceeding $10,000 in a single transaction or in related transactions, federal law requires QLL to file an information return, and Client shall provide the identifying information needed for that filing.

14.5 Application of payments. Payments are applied to the oldest outstanding invoice first unless QLL agrees otherwise in writing. Client shall identify the invoices being paid on each remittance. A notation on a check or remittance purporting to make a payment full satisfaction of a larger balance has no effect, and QLL reserves all rights to accept the payment and pursue the remainder.

14.6 No setoff. Client shall pay each invoice in full, without setoff, deduction, counterclaim, or withholding, other than an amount properly disputed under Section 14.7.

14.7 Disputes. Client shall tell QLL in writing of any disputed invoice amount within fifteen (15) calendar days of the invoice date, identifying the invoice, the amount disputed, and the basis for the dispute. Undisputed amounts remain due on their original due date. An invoice not disputed within that period is an account stated between the parties as to the amount shown.

14.8 Fees are earned on performance, not on the outcome. Fees are earned when the Services are performed. A result that does not meet a specification, or that is otherwise unfavorable to Client, is not a defect in the Services and is not a ground for withholding payment.

14.9 Third-party arrangements. The Client that places an order is responsible for payment regardless of any arrangement under which a brand owner, producer, broker, or other third party is to bear the cost. QLL is not a party to any such arrangement and is not required to invoice or pursue any third party.

14.10 Prices exclude tax. Client is responsible for any tax applicable to the Services other than taxes on QLL’s income.

15. Late Payment; Suspension; Collection

15.1 Balances not paid by their due date accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, from the due date until paid.

15.2 While any balance is past due, QLL may decline to accept new orders, decline to schedule collection, and restrict Client’s access to Reports within the LIMS until the balance is paid in full.

15.3 Where any balance is past due, or where Client has failed to pay by the due date on two or more occasions in any six-month period, QLL may require payment in advance for all further Services and may withdraw any payment terms previously extended, on written notice.

15.4 QLL may require a completed credit application, trade and bank references, and a guaranty as a condition of extending or continuing payment terms.

15.5 Client shall pay QLL’s reasonable costs of collection, including collection agency fees and attorney’s fees, whether or not suit is filed. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorney’s fees and costs.

15.6 Client consents to QLL referring a past due account to a collection agency or attorney, and to QLL disclosing the account information reasonably necessary for that purpose.

15.7 The end of the parties’ relationship does not affect amounts already owed, which remain payable on their original due dates.

16. Security Interest

16.1 Grant. As security for payment of all amounts now or later owed by Client to QLL, Client grants QLL a security interest in the following, whether now owned or later acquired, and in all proceeds of them: accounts, payment intangibles, general intangibles, instruments, chattel paper, deposit accounts, inventory, equipment, furniture, and fixtures.

16.2 Excluded collateral. Any license issued to Client by a government agency, and any product or material whose possession or transfer requires such a license, are excluded from the collateral. Nothing in this Section gives QLL any interest in Client’s license, or in Client’s business other than the security interest expressly granted here.

16.3 Security agreement; authorization to file. These Terms are the security agreement between the parties for the purposes of Division 9 of the California Uniform Commercial Code. Client authorizes QLL to file financing statements, and any amendment or continuation of them, describing collateral consistent with this Section, and shall promptly provide any information QLL reasonably requires for that filing. QLL’s rights are subject to the priority rules of Division 9 and to the rights of any prior perfected secured party.

16.4 QLL releases the security interest, and terminates any financing statement filed under it, once all amounts owed have been paid in full.

16.5 Where the parties sign a written agreement containing a security interest provision, that provision governs and this Section does not apply.

17. Cancellation

17.1 An order may be cancelled without charge only before collection or intake. Once a Sample has been collected or received, fees are non-refundable. For Regulatory Testing, an order cannot be withdrawn after a Sample has been collected, and QLL completes the testing.

18. Client Representations

18.1 Client represents and warrants that it holds every license, permit and authorization required to receive the Services and to possess and transfer the material it presents, that they are in good standing, and that it is not a person prohibited from holding one or from holding a financial interest in a business that does.

18.2 Client shall tell QLL in writing within five (5) business days of any suspension, revocation, surrender, expiration, non-renewal, or material change to its licensure, and of any enforcement action concerning material tested by QLL. QLL may decline further orders or end the relationship immediately on any such event.

18.3 Client represents that the material it presents for Regulatory Testing has not previously been sampled for the same purpose by another laboratory, except as disclosed to QLL in writing, and that it has not sought re-sampling without the Agency’s written approval. Client acknowledges that submitting the same batch to more than one laboratory in order to obtain a preferred result is prohibited and that QLL will report the results it obtains.

19. Warranty; Disclaimer; Limitation of Liability

19.1 QLL warrants that the Services will be performed in accordance with its validated methods, its quality management system, ISO/IEC 17025:2017, and the requirements applicable to the Services.

19.2 Except as stated in Section 19.1, QLL disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. QLL does not warrant that any Sample or batch will pass, that any particular result will be obtained, or that any result will satisfy the requirement of any third party.

19.3 QLL’s total liability arising out of or relating to any Sample, test, or Report is limited to the amount actually paid to QLL for the specific test or tests giving rise to the claim.

19.4 QLL is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost sales, business interruption, product recall or destruction costs, diminution in value, or regulatory penalties, however caused and on any theory of liability.

19.5 Sections 19.3 and 19.4 apply to the fullest extent permitted by law and do not limit any liability that cannot lawfully be limited, including liability for fraud, willful injury to the person or property of another, or violation of law.

19.6 Any claim relating to the Services must be brought within one (1) year after the date of the Report to which it relates.

19.7 Each Report is prepared solely for the Client that ordered it. QLL owes no duty of care to any other person who obtains, views, or relies on a Report, whether accessed through a public verification feature, an agency system, a retailer, or otherwise. No third party is an intended beneficiary of these Terms.

20. Indemnification

20.1 Client shall indemnify, defend, and hold harmless QLL and its officers, employees, and agents from and against any claim, demand, action, loss, liability, penalty, or expense, including reasonable attorney’s fees, arising out of (a) Client’s breach of these Terms; (b) inaccurate or incomplete information provided by Client, including batch identifiers, manifests, and custody entries; (c) Client’s use, distribution, alteration, or publication of any result or Report; (d) Client’s labeling, packaging, advertising, sale, recall, or destruction of any product; or (e) Client’s violation of any law.

20.2 Section 20.1 does not apply to the extent the claim arises from QLL’s own fraud, willful misconduct, or violation of law.

21. Force Majeure

21.1 Neither party is liable for delay or failure to perform, other than an obligation to pay money, caused by circumstances beyond its reasonable control, including instrument malfunction, failure of a reagent, gas, consumable, or reference material supplier, loss of a critical utility, network or LIMS outage, fire, flood, earthquake, epidemic, labor action, civil disturbance, or act of government. QLL will tell Client of any such event that materially affects an open order and will resume performance as soon as practicable.

22. Records

22.1 QLL retains the records relating to the Services, including the underlying analytical data supporting each Report, for a minimum of seven (7) years. Those records are made available to the Agency and to QLL’s accreditation body on request.

23. Governing Law; Venue

23.1 These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to venue there.

24. Notices

24.1 Notices to QLL must be in writing and sent to Quant Leaf Labs, Inc., 3045 E 12th Street, Units 1 & 2, Los Angeles, CA 90023, or by email to legal@quantleaflabs.com. Notices to Client may be sent to the address or email on file in the LIMS or in a signed agreement. Notice takes effect on receipt; email notice is treated as received on the business day sent, unless a delivery failure is received.

25. Changes to These Terms

25.1 QLL may change these Terms. The version published at quantleaflabs.com/terms at the time an order is placed applies to that order. Changes do not apply retroactively to orders already placed and do not modify a signed agreement.

26. General

26.1 Entire agreement. These Terms, together with any signed agreement, the order and custody records, and the rate schedule, are the entire agreement between the parties on their subject matter.

26.2 Assignment. Client may not assign these Terms without QLL’s written consent. QLL may assign to a successor in interest.

26.3 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest continues in effect.

26.4 No waiver. A failure or delay in enforcing any provision is not a waiver of it, and a single or partial exercise of a right does not prevent any further exercise.

26.5 Survival. Sections 8.7, 9, 12, 14, 15, 16, 18.2, 19, 20, 22, 23, 24, and 26 survive the end of the parties’ relationship.

26.6 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or common ownership relationship, and nothing gives either party any interest in the other’s business or licenses.

26.7 Electronic records and signatures. The parties consent to doing business electronically. An electronic signature, and an electronic record of an order, custody record, or agreement, has the same effect as a handwritten signature or a paper record.