Terms and Conditions – AlphaBiolabs USA

1. Definitions

1.1 ‘Client/’you’’ means the Individual, or authorized representative of such Individual, requesting to use or using the Services.

1.2 ‘Individual’ means an individual person requesting the Services for their own personal information and use.

1.3 ‘Peace of Mind Testing’ means testing that is for informational purposes only, the results of which are not admissible in court.

1.4 ‘Legal Testing’ means testing that is admissible in court.

1.5 ‘Prenatal Testing’ means genetic testing of a pregnant woman.

1.6 ‘Price’ means the price as set out in the Service Agreement, as may be stipulated at the Service Provider’s discretion from time to time and confirmed before an order is made for the Services. 

1.7 ‘Privacy Policy’ means the privacy policy set forth on the Website.

1.8 ‘Service Agreement’ means any agreement between the Service Provider and the Client including without limitation a request form provided by the Service Provider.

1.9 ‘Services’ means the Legal Testing and/or Peace of Mind Testing services, as set out in the Service Agreement.

1.10 ‘Service Provider’ means AlphaBiolabs, LLC.

1.11 ‘Standard Relationship Testing’ means all other testing which is used to determine familial relationships other than Prenatal Testing.

1.12 ‘Website’ means www.alphabiolabsusa.com. 

1.13 ‘Samples’ means a sample which is sent for testing in the laboratory.

1.14 ‘Testing Products’ means the kit used to collect the Samples.

2. Application of Terms and Conditions

2.1 These Terms and Conditions shall apply to all Service Agreements by the Service Provider to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any agreement, purchase order, confirmation of order or similar document. No conduct by the Service Provider shall be deemed to constitute acceptance of any terms put forward by the Client. If any terms are provided by any other party then the Service Provider’s Terms and Conditions shall be deemed to apply to the exclusion of such third party terms to the benefit of the Service Provider. Certain Services that Service Provider offers from time to time in its sole discretion may be subject to additional terms which shall be set out in the Schedules to these Terms and Conditions; the Client must familiarise themselves with and adhere to the same.

2.2 All orders for Services shall be deemed to be an offer by the Client to purchase the Services pursuant to these Terms and Conditions. Written acceptance (including email acceptance) of the Services or the Client’s signature upon the Service Agreement shall be deemed conclusive evidence of the Client’s acceptance of these Terms and Conditions.

2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorised officer of the Service Provider.

2.4 The Client is responsible for ensuring that any samples are taken in accordance with any specific instructions provided by the Service Provider and these Terms and Conditions.

3.  Price and Payment

3.1 The Prices for any Services are subject to change and unless otherwise stated all prices quoted are exclusive of all value added tax or other such applicable taxes or assessments. Client is responsible for all applicable sales, use, and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental authority on any amounts payable by the Client hereunder, other than any taxes imposed on the Service Provider’s income. The Price shall be subject to variation by the Service Provider in the event of an increase after the Service Provider’s acceptance of an order due to a rise in the cost to the Service Provider in providing the Services. 

3.2 Payment of the Price, including any applicable value added tax or other assessment, as applicable, shall be due prior to the Services being provided unless otherwise agreed in writing by both parties.

3.3 The Client acknowledges that the name written on the request forms or similar documents at the time of ordering the test will be the name that is printed on the test report. If any change to such name is requested, documentation in support of the change as required by the Service Provider shall be provided to the Service Provider but the Service Provider shall be under no obligation to make any alteration if in its reasonable opinion the supporting documentation is insufficient. The Client acknowledges that an additional administrative fee of $20 may be required.

3.4 The Service Provider may offer the Client the option of payment of the Price via credit or debit card, or by such other means as set forth on the Website. The Service Provider reserves the right to use a third party payment processor, such as Stripe, Inc., the information of which shall be set forth on the Website. In such case, use of any such payment processor by Client is subject to the terms and conditions of the payment processor and Client is responsible for complying with such terms and conditions accordingly. Should the Service Provider agree with the Client that the payment of the Price be made in instalments, the Client hereby consents to the Service Provider charging the payment details it has on file for the full amounts due on the dates agreed.  The Client acknowledges that the Price shall be charged and paid regardless of the Service Provider being able to communicate the Service results to the Client (e.g. the Client changes its contact details without informing the Service Provider).

3.5 The Client shall have no right to withhold any fees payable because of any set-off, counter-claim, abatement, or other similar deduction.

3.6 Risk in and to any Samples provided by the Client shall remain with the Client. Any title in and to any test results (including but not limited to any confidential information and/or other intellectual property rights) or similar shall rest with the Service Provider until all payments have been received by the Service Provider from the Client.

3.7 In addition to these Terms and Conditions, the Client shall be bound by the Privacy Policy, located at https://alphabiolabsusa.com/privacy-policy/ and any schedules or exhibits hereto, the Service Agreement, and any other instructions or documentation provided by the Service Provider with respect to the Services.. 

3.8 If the Client has any queries regarding payment or invoices then the Client shall contact the Service Provider at Finance@alphabiolabs.com, whose decision on such matter shall be final.

3.9 Refunds for  Standard Relationship Testing

Subject to the terms of Section 3.11:

  1. In all cases, if the Standard Relationship Testing Services are cancelled before the Service Provider issues the Client with a kit, a full refund will apply.
  2. If Standard Relationship Testing Services are cancelled after the Service Provider issues the Client a kit but before the Client sends back the samples, then a postage and administration fee of forty dollars ($40) will apply. If Standard Relationship Testing Services are cancelled once the samples are received at the laboratory then no refund will be made.

To ensure testing is of the highest quality, the Service Provider reserves the right to have more tests performed to satisfy strict laboratory standards and guidelines. If this process delays the reporting of results the Service Provider is not liable for any refund or damages.

The refund terms of this Section 3.9 are strictly applicable to Peace of Mind Testing.

3.10 Prenatal Testing Specific terms

Where you have requested prenatal paternity and/or gender testing services, please note the following:

  • Whilst we will use reasonable endeavors to provide a conclusive test result, scientific and technical limitations mean that this is not always possible;
  • When participating in this test, you must be at least 7 weeks pregnant (8 weeks for gender testing) when first tested.
  • We will re-perform the test at our own cost in the following circumstances:
    • an inconclusive prenatal test result is provided;
    • you are receiving the test as a private individual;
    • you have followed the recommendations of AlphaBiolabs’ scientific experts on how long to wait before the test is re-performed;
    • the test is not being carried out under the mandate or order of a court (or otherwise as mandated under statute or other applicable law); and
    • you have collected the Sample correctly in accordance with our written instructions.
    • you agree to pay the Sample re-collection costs
  • In a very small number of cases, the mother is not compatible with this test. In these cases, we will not re-perform tests and you will be entitled to receive a full refund in respect of the services (exclusive of the sample collection costs).
  • If you fail to follow the recommendations of AlphaBiolabs’ scientific experts on how long to wait before the test is re-performed, then you will NOT be eligible for any refund.

The refund terms of this Section 3.10 are strictly applicable to Peace of Mind Testing.

3.11 Refunds for Legal Testing

For any Legal Testing Services ordered, the following refund terms shall apply:

  1. If the Legal Testing Services are cancelled after the Client has purchased the Services, but before the laboratory testing has commenced, then an administration fee of $75 will apply.
  2. If the Legal Testing Services are cancelled once the samples are received at the laboratory then no refund will be made.

To ensure testing is of the highest quality, the Service Provider reserves the right to have more tests performed to satisfy strict laboratory standards and guidelines. If this process delays the reporting of results the Service Provider is not liable for any refund or damages.

For the avoidance of doubt, the refund terms set forth in Sections 3.9 and 3.10 shall not apply if the Services ordered are for Legal Testing.

4.  Services

4.1 Collection of any samples and subsequent analysis as part of the Services shall not be undertaken by the Service Provider unless any consent signatures of the Client, or its authorized representative or legal guardian, or such other information as reasonably requested by the Service Provider, is received by the Service Provider.

The Services are not intended for children under the age of 18. Where an instructing party signs to provide consent for a child under the age of 18 years, it must be demonstrable that they are legally qualified to provide such consent by being named on the child’s birth certificate, by certification of legal guardianship of the child, or via court order.

4.2 In compliance with the New York State Department of Health regulations, the Service Provider does not make DNA Peace of Mind Testing available to residents of New York and does not accept legal responsibility if clients attempt to evade this regulation. The Service Provider reserves the right to limit or restrict use of the Services in other states as deemed necessary to comply with applicable law.

4.3 Peace of Mind Testing Samples are collected without a strict chain of custody and their origins cannot be verified, hence the results are not admissible in a court of law.

4.4 Legal testing Samples are collected with a strict chain of custody and their origins can be verified, hence the results are admissible in a court of law.

5. Quality and Liability

5.1 All Services are to be provided by the Service Provider using all reasonable commercial endeavours with regard to any quality or accuracy communicated, subject always to the Force Majeure and Delivery provisions, below.

5.2 The Service Provider may from time to time make changes in the specification of the Services which are required to comply with any applicable safety guidelines or statutory requirements or for the purposes of a commercial reasoning by the Service Provider or which do not materially and adversely affect the quality of the Services.

5.3 The Client warrants that it is entitled to provide the Service Provider with all information and data and that it shall indemnify the Service Provider from any claims for infringement of the information or data, breaches of confidentiality or failure to comply with any data protection laws brought by any third parties. 

5.4 The Client acknowledges that the Service Provider is reliant on the Client for direction as to the extent to which the Service Provider is entitled to use and process the samples. Consequently, where drugs of abuse and/or their biomarkers are detected in hair strands, whose analyses have not been requested, it is the Service Provider’s policy to exclude this data from Reports or Statements of Witness.

5.5 Each Party shall fully indemnify and keep indemnified the other against any and all loss, damage, costs, claims, expenses and other liabilities suffered or incurred by the other party arising from or in connection with the breach of any of its obligations under these Terms and Conditions, Service Agreement or other agreement.

5.6 It is the Client’s responsibility to provide all necessary or requested identification, materials or samples to the Service Provider and to complete fully any forms or documents supplied or requested by the Service Provider. Failure to do so may result in a delay in providing test results or inaccuracies in test results which may affect the evidential value of the test results and in such circumstances the Service Provider shall not be liable for any such delay or inaccuracy.

5.7 For the analysis of DNA samples including for Peace of Mind Testing purposes, it is the responsibility of the Client to ensure that the samples are taken in accordance with the instructions provided.   Further, in respect of all samples, and results from the same, it must be noted:

  • Samples that are subsequently found to have insufficient DNA material upon them will need to be recollected.
  • Samples that appear or are found not to be from the person named on the sample envelope shall be reported as Inconclusive and the reasons for this may be identified on the test report. The Client’s attention is drawn to the requirement of providing consent and the potential consequence of falsifying consent.
  • For the analysis of DNA samples, it is the responsibility of the Client to disclose any form of known genetic anomaly or abnormality relating to any and all sample donors when submitting the samples for analysis.
  • The Service Provider shall not be liable where the failure to disclose a known genetic anomaly, or the subsequent discovery of a previously unknown genetic anomaly, results in an inconclusive or inaccurate test result.
  • The Service Provider shall not be liable for any results that are reported as inconclusive due to the nature of the genetic statistical analysis.
  • The Service Provider shall not be liable for any failure to provide accurate, complete or other form of test results due to an insufficient, incomplete or poor quality of Sample. In such case, if any further testing is required, Client may incur additional fees.
  • Where the subject of a sample has undergone/received a bone marrow transplant, the same may affect the results of a genetic test and must be declared on the sample donor registration and consent form. Following laboratory testing, we may not be able to perform a relationship test if a sample donor has undergone a bone marrow transplant and will discuss alternate options with the Client.
  • It is the responsibility of the Client to ensure that all consents are provided and that all parties taking part in the test do so on an informed basis. Failure to do so or providing false or misleading information is unlawful and may constitute an offence. The Clients who submit samples for DNA relationship testing have responsibility to comply with all applicable laws and regulations of the country from where the testing is requested, where the samples are taken, and where the test results are sent. The Service Provider cannot be held liable for any breaches of such laws.

5.8 The Service Provider conducts all testing in certain accredited laboratories located in the United Kingdom. By using the Services, Client hereby consents to any samples being shipped to such laboratories, provided that the Service Provider will use commercially reasonable measures to comply with applicable law regarding the same. The Service Provider reserves the right to subcontract testing to other accredited laboratories.

5.9 For the analysis of drugs of abuse and alcohol biomarkers in hair strands or nails, the Client acknowledges that hair and nails are a biological substance and their uptake of such substances will take place with some degree of variability, both for the same individual and between different individuals.  Moreover, following consumption of such substances there will also be some degree of variability in the production and uptake of their products of metabolism (“metabolites”) into the hair strands or nails.  The failure to detect metabolites of a parent drug in a hair or nail sample may result in not being able to conclusively prove ingestion of that substance.

5.10 The application of hair or nail products prior to sampling, or more than normal frequency or vigorous use of such products, may affect hair strands and nails in such a way as to affect the results of testing:

i) Products containing alcohol may have an effect on the results of testing for alcohol biomarkers, depending on the alcohol content and the frequency of use of such products. ii) Products containing bleaching agents or dyes may reduce the detectable levels of drugs of abuse and alcohol biomarkers in hair strands, depending on the nature and frequency of use of such products.

6.  THE CLIENT’S ATTENTION IS DRAWN TO THE FOLLOWING PROVISIONS

6.1 Disclaimer of warranties

Neither the service provider, nor any of its affiliates or representatives, makes any representations or guarantees except as set forth herein or in the service agreement. The client assumes the sole responsibility for the quality and viability of any samples submitted by the client. Except for the limited warranty set forth in this section, the services are provided “as is” and the service provider hereby disclaims all warranties, whether express, implied, statutory, or otherwise. The service provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Except for the limited warranty set forth in this section, the service provider makes no warranty of any kind that the services, or any products, or results of the use thereof, will meet the client’s or any other person’s requirements or achieve any intended result.

6.2 Limitation of liability

In no event will the service provider be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether the service provider was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, subject to applicable law.

In no event will the service provider’s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the cost paid for the test to which the claim relates. For the avoidance of doubt, subject to applicable law, the service provider is in no way responsible or liable for any losses of or damages resulting from the actions or omissions of the client or any third party.

6.3 Limitation of time to file claims

Subject to applicable law, any cause of action or claim the client may have arising out of or relating to these terms or the services must be commenced within one (1) year after the cause of action accrues otherwise such cause of action or claim is permanently barred.

6.4 Indemnification

Client shall indemnify, hold harmless, and, at the service provider’s option, defend the service provider from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)  resulting from (a) any third-party claim, suit, action, or proceeding (“third-party claim”) that the client data, or any use of the client’s data in accordance with these terms, (i) infringes or misappropriates any third party’s intellectual property rights, or (ii) violates any applicable data protection laws that the client is subject to and (b) any claims based on the client’s (i) negligence or wilful misconduct; (ii) use of the services in a manner not authorized by the terms; or (iii) modifications to the services not made or authorized by the service provider, provided that the client may not settle any third-party claim against the service provider unless the service provider consents to such settlement, and further provided that the service provider will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice. For the avoidance of doubt, the client further indemnifies the service provider for the results obtained by any test or for any action arising or taken by any person in receipt of the client’s data in accordance with these terms.

6.5 Data protection

The provision of the services and the collection of client data is subject to the privacy policy (Privacy Policy | AlphaBiolabs USA) and these terms and conditions. This includes the collection of billing information and contact details for fulfilment of a contract.

6.6 The Client acknowledges and accepts that whilst the particular testing that the Service Provider undertakes is highly accurate, as with any testing there is a possibility of error or omission.

6.7 The Client agrees that the Service Provider shall be entitled without liability to destroy all samples it receives after the expiry of three (3) months concerning DNA analysis, one (1) month concerning celiac and lactose testing and twelve (12) months concerning drug and alcohol analysis from the date of the test report. 

Samples taken for DNA analysis that have not yet been processed for any reason shall be destroyed twelve (12) months following their collection date as they may no longer be viable.  Technical reports and documentation received shall be held for a period of four (4) years from the date of the test report.

6.8 It is important that all Testing Products and Samples are used and collected, stored and transported in accordance with the instructions provided to you. Where the use of the Testing Product or collection, storage or transportation of a Sample does not follow our instructions, you acknowledge that:

– we cannot guarantee the accuracy or suitability of any testing results provided to you

– we will not be responsible for the delay in providing any testing results to you; and

– you will not be entitled to any refund in respect of those services.

All instructions are as provided to you below or are as provided to you either in writing by us or as contained on/ in the relevant Testing product packaging. If you are in any doubt as to how to best use the Test product or how to collect a Sample, please contact us via email at info@alphabiolabsusa.com or call us on 727 325 2902.

In particular you must pay attention to the following:-

– for DNA collection, the incorrect collection, storage or transportation of Samples may have a detrimental effect on the condition of the Sample meaning it may not be possible to obtain a full DNA profile for analysis.

– buccal swabs must be kept dry and stored in a sample envelope at room temperature- Samples must be analysed within 12 months of collection. Toothbrush and nail Samples must also be kept dry, in sample envelopes and at room temperature, until analysis. Other viability Samples may have different storage conditions which should be agreed before transport. Prenatal blood samples must remain at room temperature (6-30C) and must be returned to the laboratory promptly; Samples can begin to degrade after 1 week and cannot be analysed if they are more than 2 weeks old.

– hair and nail Samples must be kept dry and stored in the dark at room temperature.

– For health testing, all Samples must be returned to the laboratory promptly to ensure that the sample does not degrade during transport. Buccal swabs must be received at the laboratory within 2 days of sample collection. If Samples are improperly stored or transported, the Samples may not be suitable for analysis.

6.9 Should a Client wish, it may make a written request (either via post to the Service Provider’s address or via email to the Service Provider) for a copy of a test report to which it has either (a) consented to have undertaken, or (b) instructed the Service Provider to undertake or (c) participated in the test.  Subject to all amounts from the Client having been paid in full and cleared funds, and the requesting party being eligible to receive this information,  the Service Provider shall make available to the requesting party a copy of the test report. The Service Provider shall charge, and the Client agrees to pay, an administrative fee of $45 for a hard copy. All participants in the testing process are entitled to a copy of the test report upon written request (an administration fee may apply).

6.10 Where the Service Provider is undertaking Services for drug, EtG or FAEE analysis, the Client shall be required to provide a hair sample of at least 20 milligrams [or a nail sample of at least 15 milligrams].  Should the Service Provider request, the Client shall provide additional samples as necessary.  Please note: 

– All samples must be received prior to 10:30 of the first Business Day. The service delivery of cases for which this criterion is not met shall be counted from the following Business Day. “Business Day” means any day except any Saturday, Sunday or day which is a legally declared holiday in the United States or any day on which banking institutions in the State of Florida are authorized or required to be closed, or day which is a Bank Holiday in the UK.

Where the Service Provider is required or chooses, for whatever reason, to outsource to a partner laboratory, the analysis time may consequently be longer.

6.11 The Client hereby acknowledges that all Services are subject to a percentage of uncertainty and minimum cut off concentration for each analyte.  The various uncertainty percentage and minimum cut off concentrations can be obtained by contacting AlphaBiolabs on  727-325-2902.

6.12 These Terms and Conditions shall not affect the statutory rights available to the Client where applicable.

7. Delivery

Delivery times provided to the Client shall be approximate as the Services specified may alter or third parties may delay delivery of products or services. The Service Provider shall not be liable for any delay in the delivery of the Services and time shall not be of the essence. 

8.  Intellectual Property

Subject to Section 3.6, no title or ownership with regard to any intellectual property rights shall be transferred by a party to the other party as a result of the performance of the Services and consequently the parties retain title to all their respective intellectual property rights.

9.  Confidentiality

9.1 In these terms and conditions “Proprietary Information” shall mean any information or data in whatever form, nature or media disclosed by any party to the Service Agreement  (the “Disclosing Parties”) to the other (the “Receiving Parties”).

9.2 The Receiving Parties undertake that such information will:

  1. be protected and kept in strict confidence by the Receiving Parties which must use at least the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case less than reasonable care;
  2. be only disclosed to and used by those persons within the Receiving Parties’ organisation and its contractors and service providers who have a need to know and solely for purposes of performing its obligations under the Service Agreement, provided that such persons or entities are subject to confidentiality obligations at least as protective as the confidentiality provisions of these Terms and Conditions.
  3. not be used in whole or in part for any purpose other than the performance of the Service Agreement
  4. neither be disclosed nor caused to be disclosed whether directly or indirectly to any third party or persons other than those mentioned in sub-paragraph (b) above or as otherwise permitted herein; (e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication has not been specifically authorised in writing by the Disclosing Parties.

9.3 Any Proprietary Information and copies thereof shall remain the property of the Disclosing Parties and shall be returned by the Receiving Parties forthwith upon request.

9.4 The Receiving Parties shall have no obligations or restrictions under the Service Agreement with respect to any Proprietary Information which the Receiving Parties can prove:

  1. has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of the Receiving Parties; or
  2. is already known to the Receiving Parties, as evidenced by written documentation in the files of the Receiving Parties; or
  3. has been lawfully received from a third party without restrictions or breach of this Service Agreement; or
  4. has been or is published without violation of this Service Agreement; or
  5. is independently developed in good faith by employees of the Receiving Parties who did not have access to the Proprietary Information; or (f) is approved for the release or use in question by written authorisation of the Disclosing Party; or (g) is not designated or confirmed as confidential in accordance with this Clause.

9.5 No warranty or representation is given or to be implied by the Service Provider as to the completeness, accuracy or suitability for any particular purpose of any information or data disclosed hereunder.

9.6 The termination or expiry of this Agreement shall not relieve the Receiving Parties of the obligations imposed herein in respect of Proprietary Information received prior to the date of the termination or expiry.

9.7 The Receiving Parties hereby indemnify the Disclosing Parties against any claim, damage, loss, costs and/or expense of any kind incurred by the Disclosing Parties as a consequence of or in connection with any breach of this Section by the Receiving Parties and any person to whom a disclosure has been made under 9.2(b) above.

9.8 The Receiving Parties acknowledges that monetary damages would not be a sufficient remedy for any threatened or actual breach of this Section and that the Disclosing party will be entitled to other remedies, including but not limited to, injunctive relief and specific performance.

9.9 The Service Provider shall be entitled to use data, results and any surplus or previously tested samples submitted in any studies relating to statistical and genetic parameters for DNA testing or toxicology testing but only in an anonymous manner to prevent the identity of any individual being traceable and subject to the Privacy Policy. Should the Client not wish the Service Provider to use its anonymised information in this manner, it must notify the Service Provider in writing by sending an email to info@alphabiolabs.com.

9.10 The Client agrees to be bound by the terms of the Privacy Policy, as given above and which can be found on the Website.

10.  Force Majeure

10.1 Neither party shall be liable for any delay in performing nor failure to perform any of its obligations under this agreement (excluding any payment obligations) caused by events beyond its reasonable control (“Force Majeure Event”). However, any delay or failure by a representative of the Client shall not relieve the Client from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the representative concerned.

10.2 The party claiming the Force Majeure Event shall promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.

10.3 The party claiming the Force Majeure Event shall have its performance under this Agreement suspended for the period that the Force Majeure Event continues and the party will have an extension of time for performance which is reasonable and in any event equal to the period of delay or stoppage.

10.4 Any costs arising from the delay or stoppage will be borne by the party incurring those costs. Either party may, if the delay or stoppage continues for more than sixty (60) working days, terminate any agreement with immediate effect on giving written notice to the other or neither party shall be liable to the other for such termination. The party claiming the Force Majeure Event will take all necessary steps to bring that event to a close or to find a solution by which the contract may be performed despite the Force Majeure Event.

11.  Miscellaneous Provisions

11.1 Assignment

The Service Provider may freely assign or transfer its rights or delegate its duties or obligations under the Terms. The Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Service Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. The Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.2  Entire Agreement

These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of the Terms and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

11.3  Amendment; Waiver

No amendment to or modification of the Terms is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege

11.4  Notice

Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Client or the Service Provider at their respective address as detailed in these Terms and Conditions, the Service Agreement or such other address as the parties may from time to time notify the other in writing. All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Notice is effective only: (i) upon receipt by the receiving party, or in any event, within 48 hours of delivery in accordance with the terms hereof; and (ii) if the party giving such notice has complied with the requirements of this Section.

For purposes of providing notice to the Service Provider, the Client agrees to provide such notice to the following address:

11.5  No Third Party Beneficiaries

For the avoidance of doubt, these Terms are made solely and specifically among and for the benefit of the parties hereto and their successors and assigns, and no other persons, unless express provisions are made herein to the contrary, is to have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of these Terms as a third party beneficiary or otherwise.

11.6  Independent Contractors

The relationship of the parties hereto is that of independent contractors. Nothing herein contained will be deemed to create an employment, agency, joint venture, or partnership relationship between the parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one party for the act or failure to act of the other party. Neither party will have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever.

11.7  Severability

If any provision of the Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

11.8  Governing Law

These Terms and Conditions and any Service Agreement including any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida (without regard to the application of any conflicts of laws principles), or if applicable, the laws of the United States of America.

11.9  Jurisdiction

Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, these Terms and Conditions may be brought in the courts of the State of Florida, in Pinellas County, and the federal courts in the Middle District of Florida, Tampa Division. Each of the parties: (a) consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, (b) irrevocably waives, to the fullest extent permitted by law, any objection which he, she or it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (c) will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) will not bring any action relating to the Agreement in any other court.

Please note that these terms govern use of the services by any client located in the United States and are intended solely for clients located in the United States. Use of the services by any client located outside of the United States is subject to the service provider’s UK terms and conditions, which can be reviewed at: https://www.alphabiolabs.co.uk/terms-and-conditions/

AlphaBiolabs LLC 

Suite 220, 6555 Sanger Road, Orlando FL 32827