Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the website at ils-lab.com, the client portal at portal.ils-lab.com, and the analytical testing services provided by ILS Labs Inc. and ILS Analytical LLC (collectively, "ILS Labs," "we," "us," or "our").

By accessing our website, registering for an account, or submitting samples for testing, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our website or services.

We reserve the right to update these Terms at any time. Continued use of our services after changes are posted constitutes acceptance of the revised Terms.

2. Legal Entities

Analytical testing services are performed by ILS Labs Inc. ILS Laboratories maintains ISO/IEC 17025 accreditation for activities included in its accredited scope. Peptide testing services and related results are provided for Research Use Only. The ILS Labs platform, client services, and billing are operated by ILS Analytical LLC, located at 8222 Vickers Street, San Diego, CA 92111.

References to "ILS Labs," "we," "us," or "our" throughout these Terms refer collectively to ILS Labs Inc. and ILS Analytical LLC, as applicable to the context of the service being described.

3. Services

ILS Labs provides analytical testing services including, but not limited to, chemical analysis, microbiological testing, product development support, and compliance and quality control testing. Services are performed using laboratory methods and controls maintained under ILS Laboratories' quality management system. ISO/IEC 17025 accreditation applies to activities included in the laboratory's accredited scope.

The specific scope of testing, turnaround time, and pricing for each project are defined at the time of order submission through our client portal or as otherwise agreed in writing. We reserve the right to decline any testing request at our sole discretion.

4. Client Portal and Accounts

Access to certain features of our services requires registration through our client portal. When you create an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You must notify us immediately of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your account credentials.

5. Sample Submission and Handling

By submitting samples for testing, you represent and warrant that you have the legal right to submit such samples and that the samples do not contain any materials that are illegal to possess, transport, or test under applicable federal, state, or local laws.

You are responsible for properly packaging, labeling, and shipping samples in accordance with our submission guidelines and any applicable shipping regulations. ILS Labs is not responsible for samples damaged or degraded during transit.

You further represent and warrant that all samples submitted, including those labeled RUO, comply with the Research Use Only Materials and Restrictions section below.

Unless otherwise agreed in writing, samples will be retained for a period of 30 days following the issuance of the Certificate of Analysis. After the retention period, samples may be disposed of without further notice. Extended storage may be available upon request and may be subject to additional fees.

6. Research Use Only (RUO) Materials and Restrictions

By submitting any sample labeled or identified as "Research Use Only" (RUO), "For Research Use Only," or similar designations (including peptides, reagents, or related materials), you represent, warrant, and covenant the following:

• The sample and any associated product are intended solely for non-clinical, non-diagnostic, in vitro laboratory research purposes (such as basic research, method development, or quality control in a research setting) and will not be used, directly or indirectly, for any human or animal diagnostic, therapeutic, prophylactic, clinical, or commercial purposes.
• Neither you nor any downstream recipient, end-user, or third party will use the sample, the test results, or any Certificate of Analysis (COA) issued by ILS Labs in any manner that could be construed as diagnostic, clinical, or intended for patient management, including but not limited to incorporation into laboratory-developed tests offered for clinical use, resale for human consumption, or any activity that would require FDA clearance, approval, or compliance with clinical regulations.
• You have obtained all necessary assurances from your customers or end-users that the materials and results will be used strictly in accordance with RUO labeling and applicable FDA guidance on Research Use Only products.
• You will not modify, remove, or obscure any RUO labeling on the samples or products, and you will flow down these restrictions to all third parties to whom you distribute the samples or results.

You acknowledge that ILS Labs relies on these representations in accepting and testing the sample. Any breach of these warranties constitutes a material breach of these Terms.

ILS Labs does not provide testing services for clinical diagnostic use when samples are submitted under RUO labeling. We reserve the right to refuse, return, or destroy any sample if we have reason to believe it may be intended for non-research use, without liability to you.

Test results and COAs for RUO samples are provided strictly for research purposes and must not be used to support any regulatory submission, clinical claim, or patient-related decision. ILS Labs makes no representation or warranty regarding the suitability of results for any purpose beyond research.

7. Testing and Results

Testing is performed using the method identified for the applicable service. Where the applicable method and matrix are included in ILS Laboratories' accredited scope, the activity is performed within that scope. Other testing may be performed under the laboratory's quality system without being represented as within the accredited scope. Peptide testing and related results are provided for Research Use Only. Test results are reported on a Certificate of Analysis (COA) that includes applicable method references, results, and quality indicators.

Results reflect the condition of the sample as received and tested. ILS Labs does not guarantee or warrant the quality, safety, or regulatory compliance of the products from which samples are derived. Test results are provided for the purposes and subject to the use restrictions stated in the applicable order, COA, and these Terms, and should be interpreted by qualified professionals. For samples labeled or identified as Research Use Only, Section 6 controls: results are provided solely for research purposes and must not be used to support a regulatory submission, clinical claim, or patient-related decision.

FOR RUO-LABELED SAMPLES, RESULTS ARE PROVIDED SOLELY FOR RESEARCH PURPOSES AND DO NOT CONSTITUTE A WARRANTY OF SAFETY, EFFICACY, IDENTITY, PURITY, OR REGULATORY COMPLIANCE FOR ANY USE. ILS Labs expressly disclaims any liability for any use of the results outside of legitimate research activities.

Certificates of Analysis include unique verification information for online authentication. Any authorized correction or reissuance is controlled through ILS Laboratories' laboratory information management system. A superseded or replaced version must not be relied upon after a corrected version is issued.

8. Pricing and Payment

Pricing for testing services is as quoted at the time of order submission through the client portal or as otherwise agreed in writing. All prices are in U.S. dollars unless otherwise specified.

Payment is due upon completion of testing and delivery of results, unless alternative payment terms have been arranged in advance. We reserve the right to withhold results and Certificates of Analysis until payment is received in full.

Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. You are responsible for all costs of collection, including reasonable attorneys' fees, if we must take action to collect overdue amounts.

9. Intellectual Property

All content on our website, including text, graphics, logos, images, and software, is the property of ILS Labs or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on our website without our prior written consent.

Test results and Certificates of Analysis issued to you may be used and distributed by you for your legitimate business purposes. However, you may not alter, modify, or misrepresent any COA or test result issued by ILS Labs.

10. Confidentiality

We treat all client information, sample details, and test results as confidential. We will not disclose your information to third parties except as required by law, regulation, or legal process, or with your prior written consent.

Our confidentiality obligations do not apply to information that is publicly available, was known to us prior to disclosure, or is independently developed by us without reference to your confidential information.

11. Limitation of Liability

To the maximum extent permitted by law, ILS Labs' total liability for any claim arising out of or related to our services shall not exceed the amount paid by you for the specific testing service giving rise to the claim.

In no event shall ILS Labs be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause of action or the theory of liability, even if we have been advised of the possibility of such damages.

ILS Labs is not liable for delays or failures in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, equipment failures, supply chain disruptions, or government actions.

12. Indemnification

You agree to indemnify, defend, and hold harmless ILS Labs, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of our services, your violation of these Terms (including any breach of the Research Use Only warranties), your or your end-users' misuse of samples or test results, any allegation of misbranding or improper intended use under FDA regulations, or your violation of any rights of a third party.

13. Dispute Resolution

Any dispute arising out of or relating to these Terms or our services shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

The arbitration shall take place in San Diego, California. The arbitrator's decision shall be final and binding on both parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in San Diego County, California.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

16. Entire Agreement

These Terms, together with our Privacy Policy and any written agreements executed between you and ILS Labs, constitute the entire agreement between you and ILS Labs regarding the use of our website and services. These Terms supersede any prior agreements or understandings, whether written or oral, relating to the subject matter herein.

17. Contact Us

If you have any questions about these Terms of Service, please contact us:

• ILS Analytical LLC
• 8222 Vickers St STE 106, San Diego, CA 92111
• Phone: (619) 329-3999
• Email: [email protected]