Last Revised: January 29, 2021
BY USING THE SERVICES, REGISTERING YOUR ACCOUNT OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT BY CLICKING “I ACCEPT,” OR ANY SIMILAR MECHANISM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES, MAKE A PURCHASE USING THE SERVICES, OR REGISTER AN ACCOUNT WITH ZERA OR THE SERVICES.
BE ADVISED THAT THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY THAT MAY BE APPLICABLE TO YOU.
If you access or use our Services or register an Account (as defined below) on behalf of a company, principal, or other entity or person, you represent that you have authority to bind such entity or person and its affiliates to this Agreement and that it is fully binding on them. In such case, the term “you,” as used in This Agreement, will refer to such entity or person and its affiliates. If you do not have authority, you may not access or use our Services.
Notice Regarding Dispute Resolution: This Agreement contains provisions that govern how claims that you and Zera have against each other are resolved (see Section 11 (Limitation of Liability), Section 14 (Dispute resolution and arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER), and Section 15 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 14(J). Unless you opt-out: (A) you will only be permitted to pursue claims against Zera on an individual basis, not as part of any class or representative action or proceeding, and (B) you will be permitted only to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.
We reserve the right to, at any time, with or without cause:
We also reserve the right to, at any time, with or without cause, change the terms and conditions of this Agreement. You must accept all changes in order to continue to use and access the Services. Your access to or use of the Services after such changes constitutes your agreement to such changes. We will attempt to notify you of any material changes to the terms and conditions of this Agreement. If you do not accept such changes, your use and/or access to the Services will be terminated.
Before using portions of the Services, you may need to register with Zera and create an account to use the Services (an “Account”). We reserve the right to decline to provide the Services to any person for any or no reason. If and when you register with or provide information to Zera, you agree to: (A) provide accurate, current, and complete information as prompted (including without limitation your contact information), and (B) maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of our Services. By providing Zera with your email address or other contact information, you consent to our use of this information to send you Services-related notices and other administrative notices, including without limitation any notices required by any applicable law, statute, rule, ordinance, code, order or regulation of any government or quasi-government authority (“Applicable Law”).
You are solely responsible for the activity that occurs on your Account. You must keep your Account credentials (including username and password) secure at all times. You may not share your Account with any third party without Zera’s prior written consent unless such third party has separately entered an agreement with Zera permitting it to access your Account. You must notify Zera immediately of any breach or suspected breach of security or unauthorized use of your Account. Zera will not be liable for any losses caused by any unauthorized use of your Account.
You represent and warrant that you have the full right, power, and authority to enter into and perform this Agreement without the consent or approval of any third party.
You may use the Services to purchase reports analyzing the chemical composition of your products, the microbiological composition of your products, the water composition of your products and other similar reports (“Reports”), which are subject to the payment of fees. Any such fees, along with any required taxes, must be paid prior to the generation of a Report. You agree to pay all fees, and other charges you incur in connection with your Account. Zera reserves the right to increase fees or to institute new fees at any time upon reasonable advance notice. EXCEPT AS AGREED BY ZERA IN WRITING, ALL FEES ARE NONREFUNDABLE.
To pay any fee, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service, or any other payment method made available by us) (the “Payment Method”). If you provide your payment information, you authorize us and certain third-party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. If you place an order with us, you authorize us to charge your Payment Method. You may switch to a different Payment Method or update your information via your Account. No refunds or credits will be provided by the Zera for incorrect payment information. If your payment provider determines that there are fraudulent charges on your Account resulting from the use of your designated Payment Method for our Services, please contact us immediately via email@example.com.
Reports are generated by our third-party laboratory partners and all information contained in Reports ARE PROVIDED ON AN AS-IS, WHERE-IS BASIS, as further set forth in Section 10 below. Reports will be delivered to you in a form that we designate in our sole discretion. In order to receive your Report, you must provide samples of your products and strictly follow all shipping, labeling, and other delivery-related instructions that we provide. If you do not strictly comply with all such instructions, your Reports may be delayed or you may not be able to receive a Report. By ordering a Report, you acknowledge, agree and consent to our third-party laboratory partners providing such Reports and all information and data included in such reports or related to the Services that you order to Zera. You acknowledge and agree that Zera assumes no responsibility associated with your samples or for any cost, loss or damage of any kind which could arise, directly or indirectly, from the shipment thereof and has no obligation to ship, delivery, or otherwise provide your samples to our third-party laboratory partners. You assume all risk of loss of your samples.
OUR LABORATORY PARTNERS CANNOT ACCEPT ANY SHIPMENT THAT CONTAINS CANNABIS, A CANNABIS-DERIVED PRODUCT, OR ANY PRODUCT, REGARDLESS OF ORIGIN, SUSPECTED TO CONTAIN GREATER THAN 0.3% Δ9-THC, GREATER THAN 0.3% THC-a, OR ANY COMBINATION OF Δ9-THC AND THC-a EQUALING A SUM GREATER THAN 0.3%. OUR LABORATORY PARTNERS CAN ONLY ACCEPT SHIPMENTS THAT CONTAIN INDUSTRIAL HEMP OR PRODUCTS DERIVED FROM INDUSTRIAL HEMP LISTED ON THIS FORM.
YOU REPRESENT AND WARRANT TO US THAT EITHER (1) YOU HAVE A LICENSE FROM A STATE REGULATORY AUTHORITY AS A COMMERCIAL HEMP PRODUCER OR (2) YOUR STATE REGULATORY AUTHORITY DOES NOT REQUIRE A LICENSE FOR YOUR COMMERCIAL PRODUCTION OF HEMP, IN WHICH CASE YOU HAVE A HEMP PRODUCER LICENSE FROM THE U.S. DEPARTMENT OF AGRICULTURE
Prior to shipping your samples, you must provide complete and accurate information about your samples (“Sample Information”) forms provided by our third-party laboratory partner and certify and you represent and warrant to us that all Sample Information that you provide will be true and correct. You acknowledge that we and our third-party laboratory partners rely on this declaration in determining the compliance of your shipped samples. You represent and warrant to us that none of the materials included in the shipment will contain cannabis or cannabis-derived products.
You may not use the Services, or assist or encourage any other party to use the Services, to engage in any activity that Zera deems objectionable, including without limitation any of the following prohibited activities:
Improper use of the Services may result in civil or criminal liabilities to you or the termination of access by us to the Services.
A. Your Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your own internal use. Zera reserves all rights not expressly granted herein in the Services. Except as expressly set forth herein, no rights or licenses are granted to you under this Agreement, whether by implication, estoppel or otherwise.
B. Zera Rights.
C. Proprietary Rights. The Services are owned and operated by Zera, and the Services (and all intellectual property and other rights relating thereto) is and will remain the property of Zera. The Services are protected by U.S. and international copyright, trademark and other Applicable Laws, and you acknowledge that these rights are valid and enforceable. The Services may be used by you solely to the extent expressly permitted in this Agreement. Use of the Services by you for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Services. The trademarks, trade names, service marks, brands, logos, and trade dress displayed on the Services (collectively, the “Zera Trademarks”) are the registered and unregistered intellectual and proprietary property of Zera and/or others. Nothing contained in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Zera Trademark(s) without the express written permission of Zera or the third-party owner of any such Zera Trademark.
D. User Content. You are solely responsible for any User Content that you submit via the Services. Without limitation to the restrictions set forth in Section 4, you represent and warrant that: (i) you own the User Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the use of your User Content on or through the Services do not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iii) the User Content posted by you on or through the Services does and will comply with Applicable Law. If your User Content violates this Agreement, you will bear legal responsibility for such User Content.
The Services may contain links to other websites or content for your convenience. We do not control the linked websites or the content and we have not reviewed such websites or content and have no obligation to do so. We disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked website or content and we disclaim any such approval or endorsement.
You hereby affirm that you are at least 18 years old and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with this Agreement.
This Agreement is effective from the date on which you first access the Services, create an Account or submit any User Content to Zera, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Zera may immediately terminate this Agreement, and/or your access to and/or use of the Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Zera may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement, your right to access and use the Services shall immediately cease and you shall cease all access to and use of the Services. In the event of termination of this Agreement for any reason, all of your payment obligations and Sections 1, 2, 3, 4, 5(B)-(D), and 6–16 shall survive, except that you shall no longer have any right to access or use the Services.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part or portion thereof. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate Zera to maintain and support the Services, or any part or portion thereof, during the term of this Agreement.
THE SERVICES AND ALL REPORTS AND OTHER CONTENT PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICES ARE CURRENT, ACCURATE, AND/OR UP-TO-DATE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICES OR YOUR USE OF THE SERVICES, OR ANY REPORTS OR OTHER INFORMATION, MATERIAL, OR CONTENT ACCESSIBLE USING THE SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICES, OR ANY REPORTS OR OTHER INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICES AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND YOUR RELIANCE THEREON. Zera will use commercially reasonable efforts to pass through to you any warranties from our third-party laboratory partners, if any.
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER ZERA NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICES OR ANY LINKED WEBSITE OR CONTENT, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. ZERA’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to fully indemnify, defend (at Zera’s request), and hold harmless Zera, our agents, successors, and assigns, and our and their directors, officers, employees, consultants and other representatives (collectively, the “Zera Parties”) from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from: (A) your actual or alleged breach of any representation, warranty, or covenant in this Agreement; (B) any allegation that any User Content or other materials you submit to us or transmit to the Services infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other right of any third party; (C) your activities in connection with the Services or any other website to which the Services is linked; (D) your negligence or willful misconduct; (E) your use of the results, content, data, or information provided via the Services; (F) any service or product manufactured, produced, offered or sold by you whether or not related to your use of the Services; (G) your Sample Information; and/or (G) your violation of any Applicable Law, including with respect to your license to produce hemp or the growing, production, or transportation of hemp products, including cannabis.
Zera makes no representation that the Services operate (or are legally permitted to operate) in all geographic areas or that the Services are appropriate or available for use in other locations. Accessing the Services from territories where the Services or any content or functionality of the Services or portion thereof is illegal is expressly prohibited. If you choose to access the Services, you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all Applicable Laws. The Services are operated from the United States. If you are located outside of the United States and choose to use the Services or provide your User Content to us, your User Content will be transferred, processed, and stored in the United States. U.S. privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement or your submission of your User Content in connection with the Services represents your agreement to this practice. If you do not want your User Content transferred to or processed or stored in the United States, you should not use the Services.
A. Binding Arbitration. You and Zera both agree that any and all disputes or claims arising out of or relating in any way to Zera products or services or from any advertising for any such products or services, including without limitation any question regarding the existence, validity, or termination of the Agreement as well as any issue regarding the interpretation of this Section 14, will be resolved by binding arbitration before a sole arbitrator (rather than in court), except that you may assert claims in small claims court if your claims qualify and Zera may pursue a collection action against you in court. This also includes any claims that arose before you accepted the Agreement, regardless of whether prior versions of the Agreement required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this arbitration agreement.
B. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including without limitation injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited.
C. Notice. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to Zera, by certified mail, a written notice of your claim that (i) describes the nature and basis of the claim or dispute; (ii) sets forth the specific relief sought; and (iii) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: Zera Hemp Labs LLC, 601 16th St., Suite C-420, Golden, CO 80401 (“Notice Address”). You may download or copy a form Notice at www.adr.org. If Zera and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or Zera may commence an arbitration proceeding or file a claim in small claims court.
D. Initiation of Arbitration. You may download or copy a form to initiate arbitration at www.adr.org.
E. Commercial Arbitration Rules. The arbitration will be governed by the AAA’s then current Commercial Arbitration Rules, as modified by the terms of the Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In the event of any conflict between the terms of the Agreement and the AAA Consumer Arbitration Rules, the terms of the Agreement will apply.
F. Fees. Each party will bear its own fees in connection with the arbitration, including without limitation the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing.
G. Hearings. If your claim is for US $25,000 or less, you and Zera agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. You may also request an in-person hearing, which the arbitrator may grant at his or her discretion. If the arbitrator grants an in-person hearing, such hearing will be conducted either at a mutually agreed location or a location determined by the AAA or the arbitrator. In such an in-person hearing, the parties, or any of their witnesses, have the right to participate remotely by way of videoconference or some similar means. If your claim exceeds US $25,000, the right to a hearing will be determined by the arbitrator. All in-person hearings will be held in Jefferson County, Colorado.
H. No Class Action. You and Zera agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor Zera may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 14 shall be null and void.
I. Confidentiality. Any arbitration will be confidential. Neither you, Zera, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcing or challenging of the arbitration award.
J. Opt-Out. You may opt out of this dispute resolution procedure by providing written notice to Zera at the Notice Address no later than thirty (30) calendar days from the date of your purchase of Zera products or services (or date of first use, in the case of free products or services). Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of the Agreement or your ability to purchase or use Zera products or services in any way.
K. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Zera and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Without limiting Section 14 this Agreement and your relationship with Zera Parties shall be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of Colorado without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 14, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts for Jefferson County, Colorado, and you consent to the exclusive jurisdiction of the federal or state courts located for Jefferson County, Colorado.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by Zera posting such changes, waivers or modifications within the Services. If any employee of Zera offers to modify this Agreement, he or she is not acting as an agent for Zera or speaking on Zera’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of Zera or anyone else purporting to act on Zera’s behalf. This Agreement is between you and Zera; there are no third-party beneficiaries. You are responsible for compliance with all Applicable Laws, including without limitation United States export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Zera’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Zera may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. Zera shall not be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served, in the case of Zera, at 601 16th St., Suite C-420, Golden, CO 80401, Attention: Amy Poinsett, or, in your case, to contact information you choose to provide us. Notice to you shall be deemed given 24 hours after the e-mail is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.