Welcome to the Labtastik® New Laboratory Setup process. Let's start with your name and contact information. Please include a
mobile telephone number that is capable of receiving SMS or MMS text messages.
Please provide the legal name of your business, one that you would use to identify your company in contracts. If your company has an assumed name or alias, provide
that information in the box labeled D/B/A (optional). Finally provide the name used when filing your company Federal taxes (very often the same as your legal name).
The Business Associate Agreement (BAA) enables Labtastik to manage and protect your patient health records. This agreement
is a Federal requirement of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
HIPAA Agreement (BAA)
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 30th Day of November, 2025, by and between:
hereinafter referred to as "Covered Entity", and: Quantum Mechanic, Inc., d/b/a "Labtastik" hereinafter referred to as "Business Associate", (individually, a "Party" and collectively, the "Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services issued regulations modifying 45 CFR Parts 160 and 164 (the "HIPAA Security and Privacy Rule"); and
WHEREAS, the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), pursuant to Title XIII of Division A and Title IV of Division B, called the "Health Information Technology for Economic and Clinical Health" ("HITECH") Act, provides modifications to the HIPAA Security and Privacy Rule (hereinafter, all references to the "HIPAA Security and Privacy Rule" are deemed to include all amendments to such rule contained in the HITECH Act and any accompanying regulations, and any other subsequently adopted amendments or regulations); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIPAA Security and Privacy Rule; and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities to Covered Entity; and
THEREFORE, in consideration of the Parties continuing obligations under the existing agreements, compliance with the HIPAA Security and Privacy Rule, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties.
I. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth in the HIPAA Security and Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control.
The term "Protected Health Information" means individually identifiable health information including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. "Protected Health Information" includes without limitation "Electronic Protected Health Information" as defined below.
The term "Electronic Protected Health Information" means Protected Health Information which is transmitted by Electronic Media (as defined in the HIPAA Security and Privacy Rule) or maintained in Electronic Media.
Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entitys behalf shall be subject to this Agreement.
II. CONFIDENTIALITY AND SECURITY REQUIREMENTS
(a) Business Associate agrees:
(i) to use or disclose any Protected Health Information solely: (1) for meeting its obligations as set forth in any agreements between the Parties evidencing their business relationship, (2) its Data Sharing Agreement with Department of Homeland Security (DHS) or (3) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement and as would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure were made by Covered Entity. All such uses and disclosures shall be subject to the limits set forth in 45 CFR ss:164.514 regarding limited data sets and 45 CFR ss:164.502(b) regarding the minimum necessary requirements;
(ii) at termination of this Agreement, or any similar documentation of the business relationship of the Parties, or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible;
(iii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health Information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information, and agrees to implement reasonable and appropriate safeguards to protect any of such information which is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees actions or omissions do not cause Business Associate to breach the terms of this Agreement;
(iv) Business Associate shall, following the discovery of a breach of unsecured PHI, as defined in the HITECH Act or accompanying regulations, notify the covered entity of such breach pursuant to the terms of 45 CFR ss:164.410 and cooperate in the covered entitys breach analysis procedures, including risk assessment, if requested. A breach shall be treated as discovered by Business Associate as of the first day on which such breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. Business Associate will provide such notification to Covered Entity without unreasonable delay and in no event later than five (5) calendar days after discovery of the breach. Such notification will contain the elements required in 45 CFR ss:164.410;
(v) Notice of a Breach shall include, at a minimum: (a) the identification of each individual whose Protected Health Information has been, or is reasonably believed to have been, accessed, acquired, or disclosed during the Breach, (b) the date of the Breach, if known, (c) the scope of the Breach, and (d) a description of the Business Associates response to the Breach. In the event of a Breach, Business Associate shall, in consultation with Covered Entity, mitigate, to the extent practicable, any harmful effect of such Breach that is known to Business Associate; and
(vi) Business Associate will, pursuant to the HITECH Act and its implementing regulations, comply with all additional applicable requirements of the Privacy Rule, including those contained in 45 CFR ss: 164.502(e) and 164.504(e)(1)(ii), at such time as the requirements are applicable to Business Associate. Business Associate will not directly or indirectly receive remuneration in exchange for any PHI, subject to the exceptions contained in the HITECH Act, without a valid authorization from the applicable individual. Business Associate will not engage in any communication which might be deemed to be "marketing" under the HITECH Act. In addition, Business Associate will, pursuant to the HITECH Act and its implementing regulations, comply with all applicable requirements of the Security Rule, contained in 45 CFR ss: 164.308, 164.310, 164.312 and 164.316, at such time as the requirements are applicable to Business Associate. (b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and disclose Protected Health Information as follows: if necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met: (i) the disclosure is required by law; or
(ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;
(iii) for data aggregation services, if to be provided by Business Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. For purposes of this Agreement, data aggregation services means the combining of Protected Health Information by Business Associate with the protected health information received by Business Associate in its capacity as a business associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities.
(c) Business Associate will implement appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreementi Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule.
(d) The Secretary of Health and Human Services shall have the right to audit Business Associates records and practices related to use and disclosure of Protected Health Information to ensure Covered Entitys compliance with the terms of the HIPAA Security and Privacy Rule.
(e) Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information which is not in compliance with the terms of this Agreement of which it becomes aware. Business Associate shall report to Covered Entity any Security Incident of which it becomes aware. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. In addition, Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.
III. AVAILABILITY OF PHI
Business Associate agrees to comply with any requests for restrictions on certain disclosures of Protected Health Information pursuant to Section 164.522 of the HIPAA Security and Privacy Rule to which Covered Entity has agreed and of which Business Associate is notified by Covered Entity. Business Associate agrees to make available Protected Health Information to the extent and in the manner required by Section 164.524 of the HIPAA Security and Privacy Rule. If Business Associate maintains Protected Health Information electronically, it agrees to make such Protected Health Information electronically available to the applicable individual. Business Associate agrees to make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section 164.526 of the HIPAA Security and Privacy Rule. In addition, Business Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Security and Privacy Rule and Section 13405(c)(3) of the HITECH Act. Business Associate and Covered Entity shall cooperate in providing any accounting required on a timely basis.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to occur, then Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately.
V. INDEMNIFICATION
Business Associate shall indemnify, defend and hold harmless Covered Entity and its directors, officers, subcontractors, employees, affiliates, agents, and representatives from and against any and all third party liabilities, costs, claims, suits, actions, proceedings, demands, losses and liabilities of any kind (including court costs and reasonable attorneys fees) brought by a third party, arising from or relating to the acts or omissions of Business Associate or any of its directors, officers, subcontractors, employees, affiliates, agents, and representatives in connection with the Business Associates performance under this Agreement or Service Agreement, without regard to any limitation or exclusion of damages provision otherwise set forth in the Agreement. The indemnification provisions of this Section shall survive the termination of this Agreement.
VI. MISCELLANEOUS
Except as expressly stated herein or the HIPAA Security and Privacy Rule, the Parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, or the business relationship of the Parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship.
This Agreement will be governed by the laws of the State of New York No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The Parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associates use and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, in the event a Party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, including any then-current requirements of the HITECH Act or its regulations, such Party shall notify the other Party in writing. For a period of up to thirty days, the Parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the HIPAA Security and Privacy Rule, including the HITECH Act, then either Party has the right to terminate upon written notice to the other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
The Service Agreement specifies the terms and expectations of both the laboratory and Labtastik with respect to
working together. In short, Labtastik agrees to provide specific information management services in exchange for a
per-specimen rate that actually decreases as laboratory volume goes up.
Service Agreement
SERVICE AGREEMENT
Subscriber ("You" or "Subscriber") agree to be bound to these General Terms and Conditions of Service ("Terms of Service" or "Agreement") with respect to all Labtastik services ("Service(s)") provided by Quantum Mechanic, Inc. and its affiliates and subsidiaries authorized to provide the services set forth herein (collectively, "Labtastik"), as well as the additional terms of service applicable to the specific Labtastik services and/or features to which you subscribe or have access, as are set forth at labtastik.com and may be updated from time to time, including the additional terms applicable to Labtastik LIS, Onbordr, LabTablet, AnyReq, SignAnything, Stickerbot, Ready-Test-Go, Prueba Rapida, Certi-Fly, support services, mobile apps and Auto Pay (collectively, the "Additional Terms of Service"), which are incorporated into these Terms of Service by this reference. You further understand and agree that the Customer Privacy Notice, which governs the collection, use and disclosure of Subscriber personal information, is likewise incorporated into these Terms of Service by reference.
THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION AGREEMENT THAT AFFECTS YOUR RIGHTS, INCLUDING
THE WAIVER OF CLASS ACTIONS AND JURY TRIALS. THE AGREEMENT ALSO CONTAINS PROVISIONS FOR OPTING OUT
OF ARBITRATION. PLEASE REVIEW IT CAREFULLY.
1. Payment of Charges. The charges for one month of Services, including any deposits, activation, installation and Equipment charges, plus pro rata charges, if any, for periods not previously billed, are due upon installation of the Services or such other date as agreed by Labtastik and You. Thereafter, Subscriber agrees to pay monthly recurring Service charges and Equipment charges (if any) in advance, including all applicable fees (such as restoration or experience fees), taxes, regulatory fees, franchise fees, surcharges and other government assessments no later than the date indicated on Subscriber's bill. Charges for non-recurring Services or Equipment charges will be reflected on Subscriber's subsequent bill at the then current applicable rates. For instance, Subscriber will be billed monthly for Labtastik Cloud LIS services where charges are based on actual usage or on specimens processed during the previous month. All rates for Services, Equipment charges and other fees and surcharges are subject to change in accordance with applicable law.
If Subscriber elects to pay by automatic recurring credit card, debit card or automatic clearing house payments, Subscriber authorizes Labtastik to charge such accounts. If Subscriber elects to send a check as payment, Subscriber authorizes Labtastik either to use information from Subscriber's check to make a one-time electronic funds transfer from Subscriber's bank account or to process the payment as a check transaction.
Failure to receive a bill does not release Subscriber from Subscriber's obligation to pay. Failure to pay the total balance when due (including checks returned for insufficient funds) shall constitute a breach of this Agreement and may be grounds for termination of Service, removal of Equipment from Subscriber's premises and/or imposition of a late fee ("Late Fee") in accordance with applicable law. You can avoid incurring Late Fees by paying your monthly bill promptly. Any Late Fee imposed on Subscriber is intended to be a reasonable advance estimate of costs of managing past due accounts. The Late Fee is not interest, a penalty, a credit service charge or a finance charge.
If the Subscriber has more than one account (multiple NPI or CLIA registrations) served by Labtastik, all Labtastik provided Services at all locations may be subject to discontinuance of Service in the event any one account remains unpaid. In the event collection activities are required, an additional collection charge may be imposed.
Monthly Charges. Your monthly subscription begins on the first day following your installation date and automatically renews thereafter on a monthly basis beginning on the first day of the next billing period assigned to you until cancelled by you. The monthly service charge(s) will be billed at the beginning of your assigned billing period and each month thereafter unless and until you cancel your Service(s).
PAYMENTS ARE NONREFUNDABLE. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION PERIOD(S).
You may cancel Service(s) for a period up to the last day of the billing period prior to the service period that you wish to cancel, and the cancellation will be effective at the end of the then-current billing period. Any request for cancellation after the commencement of a service period will be effective at the end of the then-current service period. Access to the Services will, if possible, continue to be provided at the location ordered or, if you move, to your new location if in a Labtastik-served area (subject to any installation charges).
2. Additional Fees. In addition to Subscriber's monthly recurring charges and any Late Fee, additional fees may be imposed, including fees for returned checks, Payment Assistance Fees for paying by phone, receiving a paper bill, charge card chargeback, early termination, reconnection and service calls. Additional charges may also be imposed if collection activities are required to recover past due balances, including attorney fees. A list of applicable fees is available at labtastik.com/pricing ("Schedule of Fees"). Labtastik reserves the right to amend or change the Schedule of Fees from time to time.
3. Third Party Provider Charges. In connection with Subscriber's use of the Services and Equipment, Subscriber may be able to access, subscribe to, use and/or purchase products, services, software or applications that are provided to Subscriber by third parties ("Third Party Providers"). Subscriber acknowledges that Subscriber may incur charges in connection with the subscription to, purchase or use of these Third Party Provider products, services, software or applications. All such charges, including any additional fees and applicable taxes, shall be paid by Subscriber to the Third Party Provider and are not the responsibility of Labtastik. Credits or billing adjustments for products, services, software or applications billed by a Third Party Provider shall be subject to the stated billing practices of that Third Party Provider. Termination of a service or subscription offered for a separate charge billed directly by a Third Party Provider shall be effected in accordance with the Terms of Service or similar agreement between the Subscriber and the Third Party Provider.
4. Taxes. Subscriber agrees to pay any local, state or federal taxes imposed or levied on or with respect to the Services, the Equipment or installation or service charges incurred with respect to the same.
5. Early Termination Fees. If you cancel, terminate or downgrade the Service(s) before the completion of any required promotional term to which You agreed ("Initial Term"), you agree to pay Labtastik any applicable early cancellation fee plus all outstanding charges for all Services used and Equipment purchased for which you have not paid us prior to termination. You agree that early cancellation fees or any other fees may automatically be charged to your account and your credit or debit card provided to Labtastik and you agree to pay such fees.
6. Right to Make Credit Inquiries. Subscriber acknowledges and agrees that Labtastik may (a) verify Subscriber's credit standing, make inquiries and receive information about your credit experiences, including your credit report, from credit reporting agencies; (b) enter this information in your file, and disclose this information concerning you to appropriate third parties for reasonable business purposes; and (c) furnish information about you (including your social security number), your account(s) and your payment history to those credit reporting agencies.
7. Security Deposit. Labtastik may require a deposit or activation fee based on Subscriber's credit standing or past payment history with Labtastik. A deposit and/or activation fee does not relieve the Subscriber of the responsibility for prompt payment of bills on presentation. Any security deposit given by Subscriber for the Equipment or Labtastik's Service will be due and payable upon the first monthly billing. Such security deposits will be returned to Subscriber within sixty (60) days of termination of Labtastik's Service so long as payment has been made for all amounts due on Subscriber's account and Subscriber has returned the Labtastik Equipment undamaged. Security deposits paid by Subscriber for Equipment or Services may be used, to the extent permitted by law, to offset any unpaid balance or charges after termination of Service. Subscriber shall remain liable for any outstanding balances after the security deposit has been applied. Further terms and conditions of the security deposit may be contained in the deposit receipt given to Subscriber at the time the security deposit is collected.
8. Disputed Charges. Subscriber agrees to pay all undisputed monthly charges and all applicable fees and taxes as itemized on the Labtastik monthly bill and notify Labtastik in writing of disputed items or requests for credit within thirty (30) days of Subscriber's receipt of the bill for which correction of an error or credit is sought, or longer as provided by applicable law. The date of the dispute shall be the date Labtastik receives sufficient documentation to enable Labtastik to investigate the dispute. The date of the resolution is the date Labtastik completes its investigation and notifies the Subscriber of the disposition of the dispute.
9. Adjustments or Refunds. Any adjustment or refund, given in each case at Labtastik's sole discretion, will be accomplished by a credit on a subsequent bill for Service, unless otherwise required by applicable law. Except as otherwise expressly provided in this Agreement, the liability of Labtastik, its officers, shareholders, directors, employees, affiliates, vendors, carrier partners, content providers and other persons or entities involved in providing the Services or Equipment (collectively, the "Labtastik Parties") for damages shall in no event, by reason of any delays, interruptions, omissions, errors, failures or defects in installation or service, exceed an amount equal to the Subscriber's Service charges and associated Equipment fees for a regular billing period ("Maximum Credit"). No credit allowance will be made for interruptions of Service that are:
a. due to the negligence of or noncompliance with the provisions of the Terms of Service by Subscriber or any person authorized by customer to use the Service;
b. due to the negligence of any person other than Labtastik including, but not limited to, the other common carriers connected to Labtastik's facilities;
c. due to the failure or malfunction of Subscriber-owned equipment or third party equipment;
d. during any period in which Labtastik is not given full and free access to its facilities and Equipment for the purpose of investigating and correcting interruptions;
e. during a period in which Subscriber continues to use the Service on an impaired basis;
f. during any period when the interruption is due to implementation of a Subscriber order for a change in Service arrangements; or
g. due to circumstances or causes beyond the control of Labtastik.
Limitation of Refund. Unless otherwise provided by applicable law, in the event any amounts owed by Labtastik to Subscriber are not claimed by Subscriber within one year of the date on which the amount became payable to Subscriber, Subscriber shall forfeit all rights to the refund and all such amounts shall become the property of Labtastik.
10. Equipment and Software. Unless Labtastik expresses otherwise in writing, all equipment, including but not limited to, any cables, wires, routers, switches, computers, servers, battery backup units, or appliances distributed to and/or installed for use in the Subscriber's service location(s) by or on behalf of Labtastik ("Equipment"), network facilities, and software installed or provided by Labtastik remains the property of Labtastik, except that all wiring on the Subscriber's side of the demarcation point at Subscriber's service location, whether installed by Labtastik or by Subscriber, shall be Subscriber property and not Labtastik Equipment, and repair and maintenance for such wiring is the responsibility of Subscriber unless otherwise agreed by Subscriber and Labtastik. The demarcation point shall mean a point at (or about) twelve (12) inches outside of where the cable wire enters the Subscriber's service location. None of the Equipment shall become a fixture nor shall distribution, installation, and/or use of Equipment, including but not limited to modems, routers and switches be deemed a lease of such Equipment. Subscriber will acquire no ownership or other interest in the Equipment, network facilities, and software by virtue of payments made pursuant to this Agreement or by the attachment of any portion of the Equipment or network facilities to Subscriber's laboratory, offices or premises.
a. Misuse of Equipment. Labtastik Equipment is intended to service and reside at the specific service location and is not to be removed from the service location where it was installed or used off premises without Labtastik authorization. Subscriber agrees that neither Subscriber nor any other person (except Labtastik's authorized personnel) will open, alter, misuse, tamper with, service, or make any alterations to any Equipment. Subscriber agrees to safeguard the Equipment from loss or damage of any kind, and (except for any self installation procedures approved by Labtastik) will not permit anyone other than a Labtastik authorized representative to perform any work on the Equipment. Any misuse, alteration, tampering, or removal, or the use of equipment which permits the receipt of Services without authorization or the receipt of Services to an unauthorized number of outlets, or to unauthorized locations constitutes theft of service and is prohibited.
b. Return of Equipment. If Subscriber's Service is terminated or cancelled (for whatever reason), unless Labtastik expresses otherwise in writing, Subscriber agrees that Subscriber no longer has the right to keep or use the Equipment and Subscriber must promptly return the Equipment. The Equipment must be returned to Labtastik in the same condition as when received, ordinary wear and tear excepted. Absent other instructions, if Subscriber fails to return the Equipment, Subscriber will pay any expenses Labtastik incurs in retrieving the Equipment. Failure of Labtastik to remove the Equipment does not mean that Labtastik has abandoned the Equipment. Labtastik may impose a charge for unreturned Equipment to be determined in accordance with Labtastik's then current schedule of charges for non-returned Equipment and/or continue to charge Subscriber a monthly Service fee every month until any remaining Equipment is returned, collected by Labtastik or fully paid for by Subscriber. Any charge for unreturned Equipment shall be due immediately.
c. Damaged or Lost Equipment. If the Equipment is damaged by Subscriber, destroyed, lost or stolen while in Subscriber's possession, Subscriber is responsible for the cost of repair or replacement of the Equipment.
d. Operation of Equipment. Subscriber agrees to operate any Equipment in accordance with instructions of Labtastik or Labtastik's agent. Failure to do so will relieve the Labtastik Parties of liability for interruption of Service and may make the Subscriber responsible for damage to Equipment.
e. Tests and Inspections. Upon reasonable notification to the Subscriber, and at a reasonable time, Labtastik may make such tests and inspections as may be necessary to determine that the Subscriber is complying with the requirements set forth herein.
f. Software. Subscriber agrees to comply with the terms and conditions of any software license agreement applicable to the software provided or installed by Labtastik ("Software"). The Software shall be used solely in connection with the Services and Subscriber will not modify, disassemble, translate or reverse engineer, the Software. All rights title and interest to the Software, including associated intellectual property rights, are and will remain with Labtastik and Labtastik's licensors. If Subscriber's Service is terminated, Subscriber will promptly return or destroy all Software provided by Labtastik and any related written materials. Labtastik will have the right to upgrade, modify and enhance the Equipment and Software from time to time.
g. Repair. Labtastik will repair and/or replace defective Equipment provided such damage was not caused by misuse, neglect or other fault of Subscriber. Labtastik assumes no responsibility and shall have no responsibility for the operation, maintenance, condition or repair of any Subscriber-provided equipment and/or software, including, but not limited to, routers, switches, computer devices, remote controls or other consumer electronics, including any hardware or third party software, that may be connected to the Services ("Subscriber Equipment") except that Labtastik may automatically push required software or firmware updates directly to Subscriber Equipment when necessary for the provision of Labtastik Service(s). Subscriber is responsible for the repair and maintenance of Subscriber Equipment. Subscriber is also responsible for the repair and maintenance of inside wiring at the service location unless otherwise agreed by Subscriber and Labtastik. Labtastik is not responsible or liable for any loss or impairment of Labtastik's Service due in whole or in part to a malfunction, defect or otherwise caused by Subscriber Equipment. Labtastik makes no warranties, with respect to Equipment or Service provided by Labtastik or with respect to the Equipment's compatibility with any Subscriber Equipment.
11. Prohibitions.
a. Professional Use. The Services provided under this Agreement are solely for Subscriber's individual laboratory use, identifed by single NPI and/or CLIA number, and Subscriber shall not use Services for any inappropriate purpose. Labtastik shall have the right to determine, in its sole discretion, what constitutes a "inappropriate" purpose.
b. Theft of Service. Subscriber shall not intercept, receive or assist in the interception or receipt of, resell, distribute or duplicate any Services. In no event shall Subscriber use the Services and/or Equipment to engage in any illegal or prohibited activity.
12. Subscriber Liability for Users. Subscriber must be at least eighteen years of age to subscribe to Services. Subscriber is responsible for any access, use or misuse of the Services and/or Equipment that may result from access or use by any other person who has access to Subscriber's premises, equipment or account. Subscriber is responsible for ensuring that all persons who use Subscriber's Services (each, a "User") understand and comply with all terms and conditions applicable to the Services.
13. Access to Subscriber Premises. Subscriber grants Labtastik and its employees, agents, contractors and representatives the right to access and otherwise enter the Subscriber's premises and to access Equipment, the wiring within Subscriber's premises and Subscriber's computer(s) and other devices to install, connect, inspect, maintain, repair, replace, disconnect, remove or alter the Equipment, check for problems or install or deliver Labtastik provided Software. Subscriber shall cooperate in providing such access upon request of Labtastik. If Subscriber is not the owner of the premises, Subscriber warrants that Subscriber has obtained the legal authority of the owner to authorize Labtastik personnel and/or its agents to enter the premises for the purposes described herein. Labtastik's failure to remove its Equipment shall not be deemed an abandonment thereof.
14. Violations of this Agreement. It shall be a violation of this Agreement for Subscriber or any User: (1) to engage in any conduct prohibited by this Agreement (or by any terms and conditions incorporated herein by reference); or (2) not to engage in conduct required by this Agreement, each case determined in Labtastik's sole good faith discretion. In addition, whether or not the conduct set forth below is elsewhere prohibited by this Agreement, it shall be a violation of this Agreement if:
a. Subscriber or any User fails to abide by Labtastik's rules and regulations or to pay the charges billed;
b. Subscriber or any User fails to provide and maintain accurate registration information or the information required in the registration process is or becomes incorrect, absent or incomplete;
c. Subscriber or any User engages in any illegal or prohibited activity in connection with their use of any Service;
d. Subscriber or any User harasses, threatens or otherwise abuses any Labtastik employee or agent or another Labtastik subscriber;
e. Subscriber or any User refuses to provide Labtastik with reasonable access to the service location or refuses to allow Labtastik to diagnose and/or troubleshoot a service issue when such access or customer interaction is necessary in order to provide the appropriate customer support; or
f. The amount of customer and/or technical support required to be provided to Subscriber or any User is excessive in the sole good faith discretion of Labtastik.
15. Termination. Labtastik may terminate this Agreement, disconnect any or all Services, and remove Equipment at any time, without prior notice, for any reason whatsoever or for no reason, including, but not limited to, if Subscriber or any User fails to fully comply with the terms of this Agreement and/or any Labtastik or authorized Third Party Provider terms of service, agreements or policies incorporated herein by reference. If Labtastik terminates Service due to a violation of this Agreement or Labtastik's policies, Subscriber may be subject to additional fees and charges, including disconnect and termination fees and Labtastik may also exercise other rights and remedies available under law. In the event of termination, wherever possible, all remaining test results will be delivered in a timely fashion. Although no new specimen processing will be permitted, patients and practitioners will continue to have access to existing data for a period of ninety (90) days past termination. All protected health information (PHI) will always
be turned over to the customer prior to disconnection. All PHI will be in encrypted digital format whenever possible, or another static format when digital is not possible.
16. Effect of Termination by Labtastik. Subscriber agrees that in the event of termination by Labtastik: (i) Labtastik and any Third Party Providers of co-branded services offered as part of or through the Labtastik Online Service shall have no liability to Subscriber or any User; and (ii) unless expressly prohibited by law, Labtastik, in its sole good faith discretion, may decline or reject a new application for service or block access to or use of any component of the Services by Subscriber or any former User. Subscriber further agrees that upon termination of any Service, Subscriber will immediately cease use of the Equipment and any Software, and; Subscriber will pay in full the charges for Subscriber's use of the Service and the Equipment through the later of: (i) Subscriber's applicable Service month, or (ii) if applicable, the expiration of any promotional term, or, if applicable, (iii) the date when the associated Equipment or Software has been returned to Labtastik. Failure of Labtastik to remove Equipment shall not be deemed an abandonment thereof. Subscriber shall pay reasonable collection and/or attorney's fees to Labtastik in the event that Labtastik shall find it necessary to enforce collection or to preserve and protect its rights under this Agreement.
17. Connectivity and Services. All software functions, test type support, instrument integrations, external connectivity and other services are subject to change in accordance with applicable law.
18. Disclaimer. Labtastik assumes no liability for any program, services, content or information distributed on or through the Services, Labtastik Equipment or the Internet, unless locally provided by Labtastik, and Labtastik expressly disclaims any responsibility or liability for your use thereof. Further, Labtastik shall not be responsible for any products, merchandise or prizes promoted or purchased through the use of the Services.
19. Telephone Communications With You Regarding Your Account or Service. You agree that Labtastik and its agents may call or text you at any phone number (landline or wireless) that you provide to us, using an automated dialing system and/or a prerecorded message, for non-promotional service and/or account-related purposes, such as appointment confirmations, service alerts, billing and collection issues or account recovery concerns. You agree to notify us: (1) if any such phone number changes; (2) is no longer active; or (3) is ported from a landline to a wireless phone number. You can manage your contact preferences by logging into your account at labtastik.com.
20. No Waiver. The failure of Labtastik to enforce this Agreement and any of its components, for whatever reason, shall not constitute a waiver of any right of Labtastik or the ability to assert or enforce such right at any time in the future.
21. No Assignment. This Agreement and the Services and/or Equipment supplied by Labtastik are not assignable or otherwise transferable by Subscriber, without specific written authorization from Labtastik. In Labtastik's discretion, Labtastik may assign, in whole or in part, this Agreement, and Services may be provided by one or more legally authorized Labtastik affiliates.
22. No Warranty; Limitation of Liability. Subscriber expressly agrees that: (a) the Services provided are best efforts services and the Services, Software and Equipment are provided by Labtastik on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied; (b) the Labtastik Parties are not responsible or liable for any loss or impairment of service due in whole or in part to
Subscriber owned- or provided-Equipment; and (c) all use of the Services, Software and Equipment, including that provided by Third Party Providers, as well as the purchase, download or use of any third party service, product, or application provided by or accessed through the Services or Equipment, are provided at Subscriber's sole risk and Subscriber assumes total responsibility for Subscriber's or any User's use of the Services. Without limiting the generality of the foregoing, the Labtastik Parties make no warranty: (i) that the Services will be uninterrupted or error free or that the Equipment will work as intended; (ii) as to transmission or upstream or downstream speeds of the network; (iii) that the Services, Equipment or Software are compatible with any Subscriber owned- or provided-Equipment; or (iv) as to the security of Subscriber's communications via Labtastik's facilities or Services, or that third parties will not gain unauthorized access to or monitor Subscriber's communications. Subscriber has the sole responsibility to secure Subscriber's communications and the Labtastik Parties will not be liable for any loss associated with such unauthorized access. In addition, neither the Labtastik Parties nor any Third Party Provider of services or products makes any representations or warranties with respect to any product or services offered through the Services or Equipment, and Labtastik shall not be party to nor responsible for monitoring any transaction between Subscriber and any Third Party Provider of products or services.
Except for a refund or credit as expressly provided in this Agreement, in no event (including negligence) will the Labtastik Parties be held responsible or liable for any loss, damage, cost or expense including direct, indirect, incidental, special, treble, punitive, exemplary or consequential losses or damages including, but not limited to, loss of profits, earnings, business opportunities, loss of data, personal injury (including death), property damage or legal fees and expenses, sought by Subscriber or anyone else using Subscriber's Service account: (x) resulting directly or indirectly out of the use or inability to use the Services (including the inability to access emergency 911 or e911 services) and/or use of the Software, Equipment or provided third party services or otherwise arising in connection with the installation, maintenance, failure, removal or use of Services, Software and/or Equipment or Subscriber's reliance on the Services, Software and/or Equipment, including without limitation any mistakes, omissions, interruptions, failure or malfunction, deletion or corruption of files, work stoppage, errors, defects, delays in operation, delays in installation, failure to maintain proper standards or operation, failure to exercise reasonable supervision, delays in transmission, breach of warranty or failure of performance of the Services, Software and/or Equipment; or (y) resulting directly or indirectly out of, or otherwise arising in connection with, any allegation, claim, suit or other proceeding relating to Services, Software and/or Equipment, or the infringement of the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property or contractual rights of any third party.
If Subscriber resides in a state which laws prevent Subscriber from taking full responsibility and risk for Subscriber's use of the Services and/or Equipment, Labtastik's liability is limited to the greatest extent allowed by law.
23. Indemnification. Subscriber agrees to defend, indemnify and hold harmless the Labtastik Parties from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Service and Equipment by Subscriber or otherwise arising out of the use of Subscriber's account or any equipment or facilities in connection therewith, or the use of any other products or services provided by Labtastik to Subscriber. Subscriber agrees to indemnify and hold harmless the Labtastik Parties against claims, losses or suits for injury to or death of any person, or
damage to any property which arises from the use, placement or presence or removal of Labtastik's Equipment, facilities and associated wiring on Subscriber's premises and further, Subscriber indemnifies and holds harmless the Labtastik Parties against claims for libel, slander, or the infringement of copyright arising directly or indirectly from the material transmitted over the facilities of Labtastik or the use thereof by Subscriber; against claims for infringement of patents arising from combining with or using in connection with, facilities furnished by Labtastik, and apparatus, Equipment, and systems provided by Subscriber; and against all other claims arising out of any act or omission of Subscriber in connection with the Services or facilities provided by Labtastik.
24. Binding Arbitration.Please read this section carefully. It affects your rights. Any and all disputes arising between You and Labtastik, including its respective parents, subsidiaries, affiliates, officers, directors, employees, agents, predecessors, and successors, shall be resolved by binding arbitration on an individual basis in accordance with this arbitration provision. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
a. Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
b. Claims that arose before this or any prior Agreement; and
c. Claims that may arise after the termination of this Agreement.
Notwithstanding the foregoing, either You or Labtastik may bring claims in small claims court in Your jurisdiction, if that court has jurisdiction over the parties and the action and the claim complies with the prohibitions on class, representative, and private attorney general proceedings and non-individualized relief discussed below. You may also bring issues to the attention of federal, state, and local executive or administrative agencies.
Resolving Your dispute with Labtastik through arbitration means You will have a fair hearing before a neutral arbitrator instead of in a court before a judge or jury.YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND LABTASTIK EACH WAIVE
THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY
GENERAL ACTION.
a. Opting Out of Arbitration.
IF YOU HAVE BEEN AN EXISTING SUBSCRIBER FOR AT LEAST 30 DAYS BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT
AND HAVE PREVIOUSLY ENTERED INTO AN ARBITRATION AGREEMENT WITH LABTASTIK OR A PREDECESSOR COMPANY,
THIS OPT OUT PROVISION DOES NOT APPLY TO YOU. IF YOU BECAME A SUBSCRIBER ON OR WITHIN 30 DAYS OF THE
EFFECTIVE DATE OF THIS AGREEMENT, AND DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST
NOTIFY LABTASTIK IN WRITING WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THIS AGREEMENT BY EMAILING US
AT: HELLO@LABTASTIK.COM OR BY MAIL TO LABTASTIK, PO BOX 931, GETZVILLE, NY 14068, ATTN. ARBITRATION. YOUR
WRITTEN NOTIFICATION TO LABTASTIK MUST INCLUDE YOUR NAME, ADDRESS, AND NATIONAL PROVIDER IDENTIFIER (NPI)
AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH LABTASTIK THROUGH ARBITRATION.
YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP
WITH LABTASTIK OR THE DELIVERY OF LABTASTIK SERVICES TO YOU. OPTING OUT OF THIS ARBITRATION PROVISION
HAS NO EFFECT ON ANY OTHER OR FUTURE ARBITRATION AGREEMENTS THAT YOU MAY HAVE WITH LABTASTIK.
b. Pre-Arbitration Process.
(i) Notice Of Dispute. Before commencing an action in arbitration, You must first notify us of Your dispute and allow us an opportunity to resolve it without the need for arbitration. You must write us a letter briefly explaining the dispute and stating the relief that You demand. Provide as much information as possible, including where applicable dates and specific amounts of money. Also include the account holder's name, the account number, the service address, and a telephone number at which You may be reached during business hours. Once you have written the letter or filled out the Notice, send it to us by certified mail at Labtastik, PO Box 931, Getzville, NY 14068, Attn: Customer Disputes.
(ii) 30 Day Wait Period. If Labtastik has not been able to resolve your dispute to your satisfaction within 30 days from when we received your Notice of Dispute, you may start arbitration proceedings.
c. Commencing an Arbitration. To commence an arbitration, You must submit a written Demand for Arbitration to the American Arbitration Association ("AAA"), Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, with a copy to Labtastik. A Demand for Arbitration form can be found on the AAA website at https://www.adr.org/rulesformsfees.
d. Arbitration Process. The arbitration will be administered by the AAA under the AAA's Consumer Arbitration Rules, as modified by this arbitration provision. You may obtain copies of those rules from the AAA at www.adr.org. If the AAA will not enforce this arbitration provision as written, it cannot serve as the arbitration organization to resolve Your dispute. If this situation arises, or if the AAA for any reason cannot serve as the arbitration organization, the parties shall agree on a substitute arbitration organization or ad hoc arbitration, which will enforce this arbitration provision as to the dispute. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization or ad hoc arbitrator that will administer arbitration under this arbitration provision as written. If there is a conflict between this arbitration provision and the AAA rules, this arbitration provision shall govern.
A single arbitrator will resolve the dispute between You and Labtastik. Participation in arbitration may result in limited discovery. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information, including subscriber personally identifiable information.
All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this arbitration provision, or the interpretation of its prohibitions of class, representative, and private attorney general proceedings and non-individualized relief shall be for a court of competent jurisdiction to decide. The Arbitrator is limited and bound by terms of this arbitration provision. Although the arbitrator shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law, the arbitrator shall not be bound by rulings in other arbitrations involving different customers. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Unless the parties agree otherwise, any arbitration hearing will take place in Erie County, New York. If the amount in dispute is less than $50,000, Labtastik agrees that You may choose
whether the arbitration is conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by AAA rules.
If the amount in dispute exceeds $75,000 or the claim seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.
e. Arbitration Fees. Except as otherwise provided in this arbitration provision, Labtastik will pay all arbitration filing, administrative, and arbitrator fees for any arbitration that Labtastik commences or that You commence seeking damages of $10,000 or less. If You commence an arbitration seeking greater than $10,000 in damages, arbitration filing, administrative, and arbitrator fees shall be allocated in accordance with the AAA rules. If You cannot pay Your share of these fees, You may request a fee waiver from the AAA. In addition, Labtastik will consider reimbursing Your share of these fees if You indicate You cannot afford them and, if appropriate, will pay directly all such fees upon Your written request prior to the commencement of the arbitration. You are responsible for all additional costs and expenses that You incur in the arbitration, including, but not limited to, attorneys' or expert witness fees and expenses, unless the arbitrator determines that applicable law requires Labtastik to pay those costs and expenses.
Notwithstanding the foregoing, if the arbitrator concludes that Your claim is frivolous or has been brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)), then the AAA rules shall govern the allocation of arbitration fees, and You agree to reimburse Labtastik for any amounts Labtastik may have paid on Your behalf.
f. Governing Law. Because the Service(s) provided to You involves interstate commerce, the Federal Arbitration Act ("FAA"), not state arbitration law, shall govern the arbitrability of all disputes under this arbitration provision. Any state statutes pertaining to arbitration shall not be applicable.
g. Waiver of Class and Representative Actions. YOU AGREE TO ARBITRATE YOUR DISPUTE AND TO DO SO ON AN INDIVIDUAL
BASIS; CLASS, REPRESENTATIVE, AND PRIVATE ATTORNEY GENERAL ARBITRATIONS AND ACTIONS ARE NOT PERMITTED.
You and Labtastik agree that each party may bring claims against the other only in Your or its individual capacity and may not participate as a class member or serve as d plaintiff in any purported class, representative, or private attorney general proceeding. This arbitration provision does not permit and explicitly prohibits the arbitration of consolidated, class, or representative disputes of any form. In addition, although the arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other Labtastik account holders, neither You nor Labtastik may seek, nor may the arbitrator award, non-individualized relief that would affect other account holders. Further, the arbitrator may not consolidate or join more than one person's claims unless all parties affirmatively agree in writing.
If any of the prohibitions in the preceding paragraph is held to be unenforceable as to a particular claim, then that claim (and only that claim) must be severed from the arbitration and brought in court. In that instance, or any instance when a claim between You and Labtastik proceeds to court rather than through arbitration, You and Labtastik each waive the right to any trial by jury through this Agreement.
h. Severability and Survival. If any other portion of this arbitration provision is determined to be unenforceable, then the remainder of this arbitration provision shall be given full force and effect. The terms of the arbitration provision shall survive termination, amendment or expiration of this Agreement.
25. Governing Law. Subject to Section 24.f above, this Agreement shall be governed by the laws of the state of New York.
26. Severability. If any term or condition of this Agreement shall be adjudicated or determined as invalid or unenforceable by a court, tribunal or arbitrator with appropriate jurisdiction over the subject matter, the remainder of the Agreement with respect to such claim shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.
27. No Relationship. Nothing in this Agreement will create any joint venture, joint employer, franchisee-franchisor, employer-employee or principal-agent relationship between Labtastik and any content, backbone, network, circuit and other technology or communications providers, software and other licensors, hardware and equipment suppliers or other third party providers of elements of the high speed internet service, nor impose upon any such companies any obligations for any losses, debts or other obligations incurred by the other.
28. Survival. All representations, warranties, indemnifications, dispute resolution provisions and limitations of liability contained in this Agreement shall survive the termination of this Agreement, as well as any other obligations of the parties hereunder which, by their terms, would be expected to survive such termination or which relate to the period prior to termination (including legal conditions, payment, and Labtastik rights and the rights of others).
29. Force Majeure. Labtastik Parties shall not be liable for any delay or failure of performance or Equipment due to causes beyond its control, including but not limited to: acts of God, fire, flood, explosion or other catastrophes; any law, order, regulation, direction, action or request of the United States government or of any other government including state and local governments having or claiming jurisdiction over Labtastik, or of any department, agency, commission, bureau, corporation or other instrumentality of any one or more of these federal, state, or local governments or of any military authority; preemption of existing service in compliance with national emergencies, acts of terrorism, insurrections, riots, wars, unavailability of rights-of-way, material shortages, strikes, lockouts, or work stoppages.
30. Entire Agreement. These Terms of Service, including the applicable Additional Terms of Service and Customer Privacy Notice, your work/service order and the Schedule of Fees constitute the entire agreement between the Subscriber and Labtastik with respect to the Services. No undertaking, representation or warranty made by an agent or representative of Labtastik in connection with the sale, installation, maintenance or removal of Labtastik's Services or Equipment shall be binding on Labtastik except as expressly included herein.
31. Amendment; Notice. Labtastik may, in its sole discretion, change, modify, add or remove portions of these Terms of Service at any time. Labtastik may notify Subscriber of any such changes to these Terms of Service, or any other required or desired notice hereunder, by posting notice of such changes on Labtastik's website, or by sending notice via email or postal mail to Subscriber's billing address, and/or by contacting the telephone number(s) on Subscriber's account (including mobile phones) by means such as but not limited to browser bulletins, walled garden (browser interruption), voice, SMS, MMS, and text messages, including by the use of by automatic telephone dialing systems. Subscriber agrees that any one of the foregoing will constitute sufficient notice. Because Labtastik may from time to time notify Subscriber about important information regarding the Services, the Privacy Notice and these Terms of Service by such methods, Subscriber agrees to regularly check his or her postal mail, e-mail and all postings on the Labtastik web site (labtastik.com) and Subscriber bears the risk of failing to do so. The Subscriber's continued use of the Service(s) following notice of such change, modification or amendment shall be deemed to be the Subscriber's acceptance of any such revision. If Subscriber does not agree to any revision of these Terms of Service, Subscriber must immediately cease use of all Services and notify Labtastik that Subscriber is cancelling this Agreement in accordance with the then-current policy.
CONTACT US
Labtastik
Quantum Mechanic, Inc.
PO Box 931
Getzville, NY 14068
Email Address: hello@labtastik.com
Telephone number: +1 855.723.7626
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If you agree with our terms and are ready to begin, please authorize with your signature below.
The card indicated on this form will be used for recurring billing. At the end of each billing period this card will
be automatically charged at a rate equal to actual specimens processed at that volume tier. Brand new accounts may also be
charged a one-time, initial setup fee. NO FEE WILL BE CHARGED UNTIL YOUR ACCOUNT IS ACTIVATED.