ILS Labs - Terms of Service

Last updated: March 24, 2026

These Terms of Service ("Terms") govern all services provided by ILS Labs ("ILS") to the client ("Client"). By submitting samples or using ILS services, Client agrees to these Terms.

Scope of Services

ILS provides analytical testing services for chemical compounds, peptides, biological materials, nutraceuticals, cosmetics, pharmaceuticals, and related products.

ILS does not provide medical, clinical, or regulatory advisory services unless explicitly agreed in writing.

Nature of Results

All test results, reports, and Certificates of Analysis ("COAs") reflect analytical findings only for the specific sample tested under defined laboratory conditions.

Results do not constitute:

• certification of safety, efficacy, or fitness for any purpose
• confirmation of regulatory compliance
• approval for human or animal use
• validation of claims made by Client

Analytical results are subject to inherent variability, method limitations, and sample condition at the time of testing.

Research Use Only (RUO) and Off-Label Use

Certain materials submitted to ILS may be labeled "Research Use Only" (RUO) or otherwise not intended for human or animal use.

ILS does not evaluate or verify the suitability of any product for human consumption, therapeutic use, or any specific application.

Any use of a product beyond its labeled or lawful intended use, including but not limited to human consumption of RUO materials, is solely at the Client's risk.

ILS shall have no responsibility or liability for any claims, damages, injuries, or regulatory consequences arising from misuse, off-label use, or unlawful use of any product tested.

Client Responsibilities and Representations

Client represents and warrants that:

• all submitted materials are lawfully possessed and may be legally shipped to ILS
• materials are accurately described, properly labeled, and safe to handle under normal laboratory conditions
• materials do not contain undisclosed hazardous, infectious, controlled, or illegal substances
• Client has all necessary rights and permissions related to the materials

ILS reserves the right to refuse, return, or destroy any sample that is unsafe, improperly declared, or unlawful.

Sample Handling, Processing, and Retention

ILS may subdivide, aliquot, or otherwise process submitted samples as necessary to perform testing.

Unless otherwise agreed in writing, ILS will retain samples for a maximum of fourteen (14) days following completion of testing. After this period, samples may be discarded without further notice.

ILS shall have no liability for:

• degradation or instability of samples
• changes in sample integrity during storage
• disposal of samples after the retention period

Client is responsible for requesting return shipment or extended storage prior to expiration of the retention period. Additional fees may apply.

Turnaround Times

All turnaround times are estimates only and are not guaranteed unless expressly agreed in writing.

ILS shall not be liable for delays due to instrument availability, sample condition, method complexity, or external factors.

Use of Reports and Certificates of Analysis

Client may share reports and COAs with third parties, including customers, distributors, and regulatory bodies.

However:

• reports apply only to the specific sample tested
• reports must not be altered, misrepresented, or used in a misleading manner
• reports must not be associated with products that are not materially identical to the tested sample

ILS reports and COAs do not constitute proof of product safety, regulatory approval, or suitability for human use.

ILS reserves the right to revoke permission for use of any report or COA if misused.

Second Brand or Reissued COAs

At Client's request, ILS may issue reports or COAs under alternate product or brand names.

Client represents that any such product is identical in composition and quality to the tested sample.

ILS does not verify downstream manufacturing, labeling, or chain of custody.

Client assumes full responsibility for any use of such COAs and any consequences arising from their application.

Downstream Use and Distribution

Client assumes full responsibility for all downstream use, marketing, labeling, distribution, and sale of any product tested.

ILS shall not be responsible for:

• differences between tested samples and commercial products
• manufacturing variability or batch inconsistencies
• product handling, storage, or transport after testing
• claims made by Client or third parties
• any adverse events, injuries, or damages

No Endorsement

ILS does not endorse any product, manufacturer, or claim.

ILS testing shall not be represented as:

• proof of safety or efficacy
• regulatory clearance or approval
• validation of therapeutic or consumer claims

Payment Terms

Payment is due as agreed at the time of order.

ILS reserves the right to:

• withhold reports or COAs for non-payment
• suspend services or portal access
• charge late fees, collection costs, and legal fees

Limitation of Liability

To the maximum extent permitted by law, ILS shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or reputational harm.

ILS's total liability for any claim shall not exceed the amount paid by Client for the specific services giving rise to the claim.

Client's exclusive remedy shall be limited to:

• re-testing
• re-performance of services
• correction of reports
• refund of fees paid for the affected test

Indemnification

Client shall defend, indemnify, and hold harmless ILS, its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising from or related to:

• Client's products, marketing, labeling, or distribution
• off-label or unlawful use of products
• consumer claims, injuries, or adverse events
• regulatory actions, recalls, or investigations
• misuse or misrepresentation of reports or COAs
• third-party reliance on ILS reports

Force Majeure

ILS shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, supply disruptions, labor issues, or equipment failure.

Dispute Resolution

Any dispute arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association in San Diego County, California.

ILS retains the right to seek injunctive or equitable relief in courts located in San Diego County, California for misuse of reports, confidentiality breaches, or intellectual property violations.

The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Governing Law

These Terms shall be governed by the laws of the State of California.

Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions or agreements.