Terms and Conditions

Last Updated: February 17, 2026

ELLIPSE ANALYTICS GENERAL TERMS AND CONDITIONS

Each Proposal and related Services between Ellipse Analytics or its affiliates (“EA”) and the persons or entities for which Services are performed (“Client”) are subject to these General Terms and Conditions (“General Terms”) along with the applicable service-specific terms and conditions located at the EA Terms and Conditions website. The “Services” shall be set forth in a proposal/quotation/scope of work or offer issued by EA from time to time (“Proposal”). The General Terms, service specific terms, and Proposal shall collectively be referred to as the “Agreement.” Any variations to the General Terms and service specific terms shall be identified on the Proposal and apply only to the identified Services

The fees and expenses for Services shall be set forth on the Proposal. Client shall pay EA for all fees and expenses within 30 days from the date of the invoice issued by EA. EA reserves the right to (a) accrue interest at the lesser of the rate identified on the applicable invoice or the highest rate permitted by law and/or (b) suspend all Services if payment is not received when due. Client shall be responsible for all collection or legal fees necessitated by late payment. Client is responsible to pay, without any corresponding withholding from EA, any and all taxes and fees that may be imposed by any and all governmental agencies outside of the United States, having jurisdiction over Client’s business transactions with EA. Unless otherwise specified on the applicable Proposal, EA reserves the right to modify the fees by providing reasonable prior written notice to CLIENT; provided such change will occur no more than once in any 12-month period.
Either party may terminate the Agreement for any reason upon 30 days written notice. Either party may terminate this Agreement immediately if: (a) the other party commits a breach of any material term or condition of this Agreement and does not cure such breach within 15 days of written notice; or (b) the other party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy or similar laws, a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other party is adjudged bankrupt or similar. Termination of this Agreement shall not affect the liability of the parties at the date of such termination and all fees and expenses owed by Client through the date of termination automatically and immediately become due and payable. Payment shall be made for all work performed until the effective date of termination and for any additional costs necessary to terminate Services.
EA warrants and represents that it shall perform the Services in a reasonable and workmanlike manner. Other than the express warranties set forth herein, EA AND ITS THIRD-PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. CLIENT ASSUMES ALL RISK IN USING THE RESULTS OF SERVICE(S). The Services, including the Deliverables, will reflect the findings of EA at the time the Services are performed and will be limited to the scope of the Services and the information and access provided to EA. The Services will depend on variables outside EA’s control, including the extent and quality of the information, timeliness, cooperation, materials, and access provided to EA. The Services are not guaranteed or intended to achieve a particular result.
EA has the right, in its sole discretion, to subcontract Services to EA affiliates and third parties. EA agrees that any such subcontractors shall be bound by obligations of confidentiality as least as strict as contained herein.
In the event the Services require a visit by EA to any non-EA controlled location ("Site"), Client shall: (a) provide a safe and appropriate working environment for EA; (b) provide prior written notice to EA of any potential hazards or risks; and (c) be responsible for the protection of health, safety and wellbeing (including, protection from harassment, discrimination and injury) of EA representatives while at the Site. Client expressly agrees to supply any information, cooperation, and access to the Sites needed for the Services. EA’s time of performance will be increased by any delay in EA's receipt of the required information, cooperation, or access to any required Sites.
The Services may include EA sending, or providing Client with access to, electronic documents and messages (including emails), web portals (such as QBench or Share Point), software, applications, and computer systems or networks (collectively the "Systems"), and the Systems may contain Client’s confidential, proprietary, or sensitive information. EA shall use reasonable endeavors to procure that the Systems are safe and secure; however, it does not warrant that the Systems will be accurate, up-to-date, compatible, accessible, uninterrupted, complete, error-free, or free from viruses or malicious software. Client’s access to and use of the Systems is subject to additional terms and conditions published on the applicable Systems (“Access License”). Use of such System constitutes agreement to the Access License by anyone accessing such System.
Where either party (“Discloser”) provides the other (“Recipient”) with Confidential Information, it shall be held in strict confidence and shall not be disclosed or used for any purpose other than as specifically authorized/provided in this Agreement or as required to perform the Services, without the prior written consent of the other party. The parties shall only disclose such Confidential Information to its employees, affiliates, contractors, and agents with a need to know for the Services and who are bound by terms at least as strict as those contained herein. Confidential Information does not include information (a) that is or becomes generally available in the public domain other than through the action of the Recipient, (b) lawfully in the possession of the Recipient prior to disclosure by the Discloser, (c) lawfully obtained by the Recipient from a third party, or (d) independently developed by the Recipient without use of the Discloser’s Confidential Information. Unless prohibited by law, Recipient agrees that it will notify Discloser of a subpoena or government or court order requesting for production of the Discloser's Confidential Information covered by this Agreement. Client will reimburse EA for all reasonable expenses (including reasonable attorneys’ fees) related to any proceedings, including responses to subpoenas, concerning Client. The term “Confidential Information” means: (x) EA Property; (y) any confidential or proprietary information provided by Client to EA to enable EA to perform its obligations under the Agreement; and (z) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information.
Nothing in the Agreement will serve to transfer or assign either party’s intellectual property rights which are already in existence as of the date of this Agreement. Client will not remove any copyright, trademark, or other proprietary notices of EA or any third party on any Deliverables received from EA and Client will reproduce all such notices on all copies of such Deliverables. EA owns and retains all right, title and interest to all EA Property. The term “EA Property” means EA’s intellectual property, trademarks, tradenames, business process, technologies, algorithms, analyses, data, know-how, methodologies, processes, tools, trade secrets, and services and any and all enhancements or modifications of the foregoing including those developed in connection with the Services. Client may provide suggestions/feedback regarding EA Property which EA may use without any obligation to Client.
Client acknowledges and agrees that EA may use all data generated or collected by the Services on a historical, aggregated and/or anonymous basis (collectively, "Aggregate Data") in compliance with applicable laws for any purpose, including but not limited to benchmarking, research, and/or analytical materials. Aggregate Data shall not identify Client as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Service. EA will be the sole and exclusive owner of all right, title and interest to such Aggregate Data.
In the course of the provision of the Services, EA and Client may each obtain access to the personal data of the respective other party. Each of the parties hereby agrees that where EA’s services will require EA to process personal data, EA’s Data Processing Addendum (“Data Processing Addendum”) will be annexed to this Agreement and shall form an integral part of this Agreement. The Data Processing Addendum is available on the EA Terms and Conditions website. The parties agree and acknowledge that they will comply with applicable data protection laws relating to personal data (including sensitive personal data) and that whenever EA processes personal data on behalf of Client, such processing shall be carried out subject to and in accordance with the terms of the Data Processing Addendum.
Client is solely responsible for, and assumes all risk for, providing all warnings, instructions, and notices of any kind to governmental/regulatory agencies and to the general public. EA does not assume any responsibility for any conditions that may present a danger, either potential or real, to health, safety, or the environment. EA does not assume, displace, or undertake to discharge any obligations or responsibilities of Client, any vendor or supplier to Client, any manufacturer, and/or any other party.
Client agrees to assume all risks of loss or damage of any kind to products, samples, equipment, or materials placed with EA under the terms of this Agreement and acknowledges that the foregoing may be destroyed or rendered unusable as part of the Services. Client shall be solely responsible for, and assumes all risk of property damage, personal injury (including death), or other damages of any kind, arising out of or relating to: (a) its products, services or operations, whether or not directly related to EA's Services; and (b) the failure to comply with, or violation of, all applicable laws, rules, codes, regulations and industry practices relating to Client’s products, services, or operations.
Client shall indemnify, defend and hold harmless EA, its affiliates, successors and assigns and its and their respective directors, officers, employees, representatives and agents (hereinafter referred to collectively as the "EA Indemnified Persons") from, against and with respect to any and all demands, claims, complaints, actions, investigations, arbitrations, assessments, losses, liabilities, costs and expenses (including, but not limited to, interest, penalties and reasonable attorneys' fees and other costs) asserted or alleged against, imposed upon or incurred by such EA Indemnified Persons, directly or indirectly, resulting from or in connection with (or allegations thereof): (a) its products, services or operations; (b) any matter covered by Section 12 of this Agreement; (c) any unauthorized use, misuse, infringement or misappropriation of EA Marks or Deliverables; and (d) any infringement or violation of the intellectual property rights of a third party by Client.
Neither EA, Client nor EA's third party providers shall have any liability with respect to its obligations under this Agreement for consequential, exemplary, special, incidental, or punitive damages even if such party has been advised of the possibility of such damages. EA’s entire liability shall be limited to the amount actually paid to EA by Client under the Proposal during 12 month period preceding the date of such claim or matter. This limitation applies to all claims in the aggregate, including, without limitation, claims based on breach of contract, breach of warranty, professional negligence, strict liability, misrepresentations, and any other torts or claims.
The parties to this Agreement shall be and remain at all times independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture or employment relationship between the parties. Client shall not use EA's name, logo and/or trademark, service mark, or certification mark (“EA Marks”) without prior written authorization from EA.
Any delay in the performance of either party’s obligations hereunder, except for payment obligations, will not be considered a breach of this Agreement if such delay is caused by events, circumstances or causes outside of the party's reasonable control, including but not limited to Acts of God (including but not limited to environmental conditions and extreme weather events), war, terrorism, crime or criminal activity (including but not limited to crime or criminal activity in an affected area that create or make for unsafe conditions), civil unrest, national or local emergency, labor disputes, quarantine or similar health crisis, and government restrictions. Nothing in the foregoing sentence or otherwise shall prevent or hinder a party exercising its termination rights in this Agreement or as provided by applicable law.
For Clients (a) receiving Services related to CSL Ingredients or CSL Products or (b) located in the United States or which have affiliated companies located in the United States, Client agrees it shall be bound by the Special Terms and Conditions Relating to Cannabis Stavia L. Terms above and beyond the General Terms for ingredients or products containing CSL Ingredients follow these General Terms and are henceforth referenced as (“Cannabis Terms”).
This Agreement is for the benefit of the parties hereto and is not entered into for the benefit of any other person or entity. Neither party may assign the rights and obligations under this Agreement to any third party (whether directly or indirectly, by operation of law or otherwise) without the prior written consent of the other party, provided that EA may assign any or all of its rights or obligations to any affiliate at its sole discretion. This Agreement is binding on the parties, their successors, and permitted assigns.
Any legal action relating in any way to the Agreement shall be brought and maintained exclusively in the State of Colorado and the parties consent to exclusive personal jurisdiction and venue in all such courts. Notwithstanding any conflict of law provisions, this Agreement shall be interpreted in accordance with and governed by the laws of the State of Colorado. No failure or delay by either party to exercise any right they may have operates as a waiver of their rights at any future time.
This Agreement, the Access License, the Data Protection Addendum, and the Cannabis Terms (as applicable) constitute the entire agreement between Client and EA with respect to the subject matter hereof and supersede all previous communications, representations or agreements, whether oral or written, between the parties with respect to said subject matter. No modification will be binding upon either party unless it is made in writing and is signed by duly authorized representatives of both parties. Any written modifications on this document are not acceptable. Any terms and conditions on any purchase order issued by Client, included in Client’s vendor set up process, or required to enter any non-EA location to perform the Services are superseded in their entirety by this Agreement and are without force or effect, even if signed or executed prior to or after the execution of this Agreement. Under no circumstances will EA’s acknowledgement or execution of any such terms be considered an amendment to this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute one and the same instrument. Each party consents to the other party’s use of electronic signatures on this Agreement. The terms and conditions of this Agreement will survive the expiration or other termination to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favor they operate. Each party represents that the individual signing this Agreement on its behalf has the authority to do so and to so legally bind the party.

CANNABIS SPECIAL TERMS AND CONDITIONS

RELATING TO CANNABIS SATVIA L. INGREDIENTS (“CSL INGREDIENTS”) OR PRODUCTS CONTAINING CSL INGREDIENTS (“CSL PRODUCTS”) APPLICATION: THE SPECIAL TERMS APPLY TO ALL CLIENTS RECEIVING EA SERVICES RELATED TO CSL INGREDIENTS OR CSL PRODUCTS AND/OR WHICH ARE LOCATED IN THE UNITED STATES OR WHICH HAVE AFFILIATED COMPANIES LOCATED IN THE UNITED STATES

Terms Applicable to Clients Located and/or Services Performed Outside of the United States Related to CSL Ingredients or CSL Products
1. Client shall ensure that the CSL Ingredients (which may include one or more Cannabis sativa L. crops for any client who is a grower/cultivator, or may include ingredients derived from one or more crops for any client who is not a grower/cultivator) or CSL Products are provided to EA (i) in adequate quantities, (ii) in a safe condition and (iii) in compliance with all applicable local, state, and federal laws and regulations.
2. EA may, at its discretion and at Client’s cost, undertake initial testing on the CSL Ingredients or CSL Products to ensure such CSL Ingredients or CSL Products are safe and appropriate for EA to provide the Services, and EA shall not be liable for any delay in providing the Services as a result of such initial testing.
Terms Applicable to All Clients Receiving EA Services Which are Located in the United States or Which Have Affiliated Companies Located in the United States
1. Client represents and warrants that any U.S. entity requesting services (or as related to any Client affiliated entity located in the United States) does not (a) grow or process “marihuana” as defined in 21 U.S.C. 802(16)(A)1 or (b) process, manufacture, or distribute products containing either (i) “marihuana” as defined in 21 U.S.C. 802(16)(A) or (ii) any part of the Cannabis sativa L. plant described in 21 U.S.C. 802(16)(B)(ii) that was derived from any U.S.-grown plant that does not meet the definition of “hemp” at 7 U.S.C. 1639o(1).
2. Client represents and warrants that the CSL Ingredients or CSL Products produced, manufactured, or sold by client in the United States contain CSL Ingredients which either (i) were lawfully imported and derived from those parts of the plant excluded from the federal Controlled Substances Act's definition of "marihuana" (21 USC 802(16)(B)(ii)) or (ii) qualify as "hemp" and were derived solely from "hemp" plants pursuant to 21 USC 802(16)(B)(i).
3. Client hereby acknowledges and agrees that Client assumes sole responsibility for ensuring the CSL Ingredients or CSL Products comply with all applicable local, state, and federal laws and regulations, including but not limited to growing/cultivating, labelling, transportation, and allowable content (including but not limited to allowable delta-9-tetrahydrocannibinol content, which Client acknowledges may vary according by jurisdiction). Client further acknowledges and agrees that EA’s performance of the Services does not include, indicate, or imply any statement, conclusion, guarantee, or promise by EA that the CSL Ingredients or CSL Products are in compliance with any local, state, or federal law or regulation. Client hereby agrees to indemnify, defend, and hold EA, its affiliates, successors and assigns and its and their respective directors, officers, employees, representatives and agents (collectively, the "EA Indemnified Persons") harmless against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses (including, but not limited to, interest, fines, penalties, and reasonable attorneys' fees and other costs) asserted or alleged against, imposed upon or incurred by such EA Indemnified Persons, directly or indirectly, by reason of or resulting from or in connection with any lack of legal compliance (whether local, state, or federal) of the CSL Ingredients or CSL Products.
4. Client hereby acknowledges and agrees that EA will release (i) information required by law to be disclosed or (ii) information required to be disclosed by any applicable program guidelines governing the Services or (iii) information requested or required to be disclosed by to any governmental agency, including but not limited to communication of test reports results to local, state or federal agencies in the event of delta-9-tetrahydrocannibinol test results exceeding the legal limits established under applicable local, state or federal law.