TERMS AND CONDITIONS

All services provided by Medallion Laboratories (“Medallion”) are subject to the following terms and conditions. As our customer, you (“Customer”) understand and agree that placement of any order for our services constitutes acceptance of these terms and conditions. To the extent that any Customer order contains any terms or conditions that vary from the terms and conditions stated herein, all such additional or varying terms and conditions shall be of no force or effect, and shall not be part of the Customer-Medallion relationship or contract, even if Medallion performs the requested service.

CONFIDENTIALITY

Medallion agrees that, for a period of five (5) years from the submission of each sample, it will not disclose Customer’s Confidential Information related to such sample to any third party without prior written consent. Medallion shall use the standard of care that it applies to its own confidential information, but not less than a reasonable standard of care, to preserve the confidentiality of such Confidential Information. Medallion also agrees that it will keep Customer’s Confidential Information confined within the Medallion Laboratories division of General Mills and will not disclose it outside that division. “Confidential Information” means (a) the samples Customer submits to Medallion, (b) information furnished by Customer related to those samples and identified by Customer as being confidential (or by its nature or the form or manner in which it was disclosed is readily recognizable as being confidential), and (c) the test results generated by Medallion for Customer. Confidential Information does not include information that (i) was possessed by Medallion before receipt from Customer; (ii) is or becomes a matter of public knowledge through no fault of Medallion; (iii) is rightfully received by Medallion from a third party without obligations of confidentiality; or (iv) is independently developed by Medallion.

PAYMENT TERMS

Payment terms are net 30 days. Medallion’s prices are subject to change without notice.

BILLING

All fees or bills are charged directly to the Customer, unless a third party has been authorized via a signed statement indicating payment responsibility. It is assumed that the paperwork submitted with a sample describes the testing desired. If changes are made after the originally requested testing is initiated or completed, the Customer must accept payment responsibility. Please notify Medallion immediately if changes in testing are necessary.

SAMPLE SUBMISSION

Samples must be collected, prepared and shipped according to proper procedures and accompanied by a Medallion “Analytical Request Order Form” for the desired analysis. Sample preparation, collection, and shipping instructions, and Medallion Analytical Request Order Forms are available online at Medallionlabs.com. Customer must include all information requested on the form and use the newest forms as available on the Medallion website, to avoid processing delays. Samples will typically be held for two (2) months, except: (1) where samples have been utilized for testing and thereby consumed; (2) where micro samples are destroyed; (3) where suspect samples are autoclaved; (4) where samples are returned early at the request of the Customer; (5) where storage will compromise the integrity of the sample; or (6) where circumstances exist that prevent samples from being held for the typical two (2) month time period. As a matter of clarity, any samples submitted for micro testing, or samples that enter the micro lab, will not be returned to Customer, and will be destroyed by Medallion.

HAZARDOUS SUBSTANCES AND PATHOGENS

Any sample containing or suspected to contain a pathogen or substance that is considered hazardous must be clearly identified as such on the container and communicated to Medallion before shipping. Medallion reserves the right to refuse any sample which may pose a risk to employees. Any sample refused by Medallion will be destroyed and will not be returned to Customer. Destruction of such samples is at Customer’s expense.

ANALYSIS

Medallion strives to complete all analyses within the turnaround times specified on its website. Medallion also makes every attempt to deliver rush turnaround in a compressed time, which is also specified on the website. In most cases, rush turnaround is five working days unless the test itself requires a longer time for completion. Rush analysis is offered contingent upon pre-notification and approval of Medallion. However, a rush fee of 100% surcharge of the list fee will be added to the invoice for each analysis completed in five or fewer working days (or when the test itself requires substantial time for completion, a compressed timeline agreed upon in advance) at the request of the Customer. Notwithstanding the confidentiality provisions set forth above, Medallion reserves the right to outsource an analysis entirely at Medallion’s expense and without prior notification to Customer (so long as the party conducting the analysis is under confidentiality obligations consistent with those contained herein), unless Customer requests otherwise. Reported results relate only to the items tested and test reports shall not be reproduced except in full.

RETEST ANALYSES

Retests performed at the Customer’s request may be charged to the Customer if the retest confirms the original results. In the event the retest results significantly differ from the original result, the Customer will not be charged for the duplicate test.

LITIGATION

Medallion prefers to not provide Services in situations where test results are intended to be used in litigation, and Medallion’s fees for its Services reflect this assumption. Accordingly, if Customer uses test results in litigation, or otherwise becomes involved in a dispute, and Medallion is required to be involved in such litigation or dispute, Customer will pay for  Medallion’s costs associated with such litigation or dispute, including compliance with all document subpoenas, required oral or written testimony or preparation of same, or any other activities related to Services provided by Medallion for the Customer. Such costs include, but are not limited to, hourly charges, travel, accommodations, mileage, counsel, and all other expenses associated with said litigation or dispute.

WARRANTY AND LIMITS OF LIABILITY

Medallion warrants that all services will be performed in a timely manner by competent personnel. THE FOREGOING EXPRESS WARRANTY IS EXCLUSIVE AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. WE DISCLAIM ANY OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING A WARRANTY OF FITNESS FOR PARTICULAR PURPOSE AND WARRANTY OF MERCHANTABILITY. Any services performed by Medallion under proper technical direction by Customer, which are determined by Customer to have been performed improperly in light of the above warranty, and which after investigation by Medallion are acknowledged in writing by Medallion’s Managing Director to have been performed improperly, shall be corrected by Medallion without charge to Customer, provided that Customer provides Medallion with a written request for such correction within two (2) months after Customer knew or should reasonably have known of the problem. In no event will Medallion (including its affiliates, i.e., all entities owned, controlled, or under common control with, General Mills, Inc. (collectively, “General Mills”)) be liable for any indirect, consequential, incidental, punitive, or special damages or for acts of negligence that are unintentional in nature, including, without limitation, damages for lost profit, business interruption, or other pecuniary loss, regardless of whether Medallion has been advised of the possibility of such damages. Customer further understands and agrees that Medallion’s total liability (including any liability of General Mills) for damages relating to, or arising in connection with, any services provided hereunder, regardless of the form of action or theory of recovery shall not exceed the greater of $2,500 or the amount paid by the Customer for the particular analytical service. Medallion and General Mills accept no legal responsibility for the purpose for which the Customer uses the test results or reports, or for any consequence of such use. Medallion and General Mills provide no guidance regarding and accept no legal responsibility for the purpose for which the Customer uses the test results or reports, and shall have no legal responsibility for any consequence of such use. Customer agrees to indemnify and defend Medallion and General Mills from all claims, damages, liabilities, and expenses relating to Customer’s use of Medallion’s services or Customer’s marketing, distribution, sale, or other dissemination of Customer’s products or services. The allocations of liability in this WARRANTY AND LIMITS OF LIABILITY section represent the agreed and bargained-for understanding between the Customer and Medallion. Medallion’s fees for the Services provided hereunder reflect such allocations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Minnesota without regard to its conflict of laws principles.

INDEPENDENT CONTRACTOR

The parties agree that Medallion’s Services are provided as an independent contractor and that individuals who work on Services will not be deemed employees of Customer for any reason.

PUBLICITY

Customer will not publicly announce or otherwise disclose this Agreement or any term hereof without the advance written consent of Medallion. Without limiting the foregoing, Customer will (i) refrain from making any use of Medallion’s name, trademarks, or logos, or the test reports provided hereunder, in any marketing, sales, public relations, or other materials without Medallion’s advance written consent to the specific use; and (ii) not use Medallion’s name or data (or the name or data of any General Mills entity) in any manner which might cause harm to Medallion’s (or General Mills’) reputation and/or business. Under no circumstances is the name of Medallion (or of any of its General Mills affiliates) to be published, either alone or in association with that of any other party, without prior written approval.

October 2022