Terms & Conditions

Terms & Conditions – as of Sept 1, 2023

By using the ACT Laboratories (“ACT”) services, you, the Client, agrees to the following:

1. Client Representations: Client represents, warrants, and covenants that it will not, nor does it intend to, use the services under this Agreement (including the publication of the test results on the Site) to (a) violate or infringe in any way the rights of others; (b) commit a harm or other tort, whether intentional or otherwise; or (c) commit a crime involving moral turpitude.

2. Sample Integrity Disclaimer: Sample taking procedures are made available to protect the integrity of the sample and to assure accurate test results. Test results are specific to the samples provided/tested. The accuracy and reliability of the results is strictly dependent on how well procedures for providing samples are followed.

3. Disclaimer of Warranties:

ACT makes no warranty or representation, whether express or implied, in connection with the publication of the test results, including, without limitation, that the Site will run uninterrupted or error free; that the publication will be accurate; that Client may obtain certain financial results from the publication of the test results on the Site; any implied warranties of merchantability or fitness for a particular purpose; or any other warranties.

4. Limitations of Liability:

The Client agrees and acknowledges that ACT’s sole obligations to client arise under their written contractual commitments and that ACT has no obligation or duty to Client except as provided in the written contractual commitments between the Client and ACT. The Client also agrees and acknowledges that in the event of any breach of such written agreement, the sole and exclusive responsibility of ACT shall be to re-perform the deficient work at its own expense and ACT shall have no other liability whatsoever at all. All claims shall be deemed waived unless made in writing and received by ACT within ninety (90) days following completion of services. Neither ACT nor any ACT Affiliated Party shall have any liability, obligation, or responsibility of any kind for losses, costs, expenses or other damages (including but not limited to any special, direct, incidental or consequential damages) with respect to the services provided under this Agreement, any test results, or the publication of any test results on the Third Party Site.

All results provided by ACT are strictly for the use of Client. Neither ACT nor any ACT Affiliated Party is in any way responsible for the use of such results by any third parties. All results should be considered in their entirety, and neither ACT nor any ACT Affiliated Party is responsible for the separation, detachment, or other use of any portion of these results.

5. Indemnification:

Client agrees to defend, indemnify, and hold harmless ACT and any ACT Affiliated Party, their officers, directors, employees, and agents from and against any claims, actions, or demands (including without limitation reasonable attorneys’ fees and costs) alleging or resulting from Client’s breach of any of the terms, warranties, representations, or covenants contained in this agreement.

6. Miscellaneous Terms and Conditions:

6.1. Complete Agreement. The terms and conditions herein, including the Privacy Policy and any terms agreed upon by the parties in writing during the order process, constitutes the complete and integrated understanding of the Parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the same subject matter.

6.2. Notices. All notices, demands, requests, or other communications which may be or are required to be given or made to ACT shall be in writing and shall be hand delivered, received by first-class registered or certified mail, return receipt requested, postage prepaid, or delivered by overnight air courier addressed to the corporate address of ACT found on the website, c/o General Counsel.

6.3. Governing Law. The interpretation and construction of this Agreement, to the extent the particular issue is controlled by state law, shall be governed by and construed in accordance with the Laws (but not including choice of law provisions) of the State of Michigan.

6.4 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THESE TERMS AND CONDITIONS. EACH PARTY HEREBY ALSO AGREES THAT ANY DISPUTES BETWEEN THEM SHALL BE MEDIATED AND/OR ARBITRATED IN THE STATE AND COUNTY WHERE ACT RESIDES.

6.5 Unenforceability/Waiver: The invalidity or unenforceability in whole or in part of any provision, term, or condition hereof shall not affect in any way the validity or enforceability of the remainder of the terms and conditions of this agreement. No waiver by ACT of any provision, term, or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term, or condition on any other occasion or a waiver of any other breach by or obligation of the Client. 

6.6 Headings: The section headings in this agreement are convenient reference only, and shall not in any way affect the meaning or interpretation of this agreement.

6.7 Modification: No provision of this agreement may be amended, modified, or waived except by a written instrument signed by both parties. 

6.8 Construction of Terms: No provision of these Terms and Conditions shall be construed against any party merely because that party or counsel drafted or revised the provision in question. These Terms and Conditions will be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly. Should suit be brought to enforce or interpret any part of this agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

6.9 Force Majeure: ACT shall have no responsibility nor liability to the Client for any failure or delay in performance by ACT which results in whole or in part from any cause or circumstance beyond the reasonable control of ACT. Such causes and circumstances shall include, but not limited to, acts of God within the meaning set forth at 42 USCA 9601, acts of orders of any government authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain sufficient services or supplies from ACT’s usual suppliers, or any other cause beyond ACT’s reasonable control.

COA Terms and Conditions:

ACT Laboratories uses its best efforts to deliver high quality results and to verify that the data contained therein are based on sound scientific judgment and levels listed are guidelines only and all data was reported based on standard laboratory procedures and deviations. However, ACT Laboratories makes no warranties or claims to that effect and further shall not be liable for any damage or misrepresentation that may result from the use or misuse of the data contained herein in any way. Further, ACT Laboratories makes no claims regarding representations of the analyzed sample to the larger batch from which it was taken. Data and information in this report are intended solely for the individual(s) for whom samples were submitted and as part of our strict confidentiality policy, ACT Laboratories can only discuss results with the original client of record.