Terms and Conditions

1. DIY DIRT, LLC DBA Soil Testing Services (“Company”) provides objective third party laboratory analytical services, including data collection, analysis and interpretation, soil sampling services, and other soil science related laboratory services (the “Lab Services”) to you, the client, subject solely to the terms and conditions stated herein. Any services other than the Lab Services provided by Company to you are also subject solely to the terms and conditions stated herein, and such services and the Lab Services are collectively referred to as the “Services”. The terms and conditions stated herein (this “Agreement”) shall control in the event of any conflict with any other written document.

2. WAIVER OF WARRANTIES. Company will not be responsible or liable for any inaccuracies in the lab soil test results, recommendations or the information processed by or through the reporting system, or by any of the representatives acting on behalf of Company, nor will it have any liability for any act or failure to act unless expressly set forth herein. All warranties, express or implied, statutory or otherwise, including, without limitation, any warranty of fitness for a particular purpose, merchantability, good and workmanlike product or service or data or otherwise, are disclaimed by Company and waived by participant.​

3. REPORTS OF SERVICES. Company shall submit reports of the Services performed indicating results of testing. You understand and agree that samples that are tested and reported by Company are representative of the sample received by you and may not be indicative of the entire manufactured batch and/or lot. Such results are intended for use by persons having professional skill and training in the interpretation of such results. Company assumes no responsibility, and you hereby waive all claims against Company, for interpretation of such results. Unless otherwise required by law, Company shall provide its report only to those persons or entities specifically designated in writing by you or your authorized representatives. Any report of results furnished by Company is furnished solely for your benefit and your authorized representatives and shall be your confidential property. Any report or data provided to you by Company shall not be reproduced, except in full; and you shall not at any time misrepresent the content of any report of other information received from or relating to Company or its work and/or Services on your behalf.

4. CONFIDENTIALITY. Either party (“Disclosing Party”) has or may disclose confidential information to the other party (“Receiving Party”). Confidential information means any proprietary and/or non-public materials, data, reports, plans, records, technical and other information. Company agrees to maintain in confidence all of your confidential information and to use such confidential information only for the purpose of performing analyses of samples and providing reports on our findings to you. You likewise agree to maintain in strict confidence, and not to disclose or use any confidential information belonging to Company that is learned or obtained by reason of this Agreement or the performance of the Services. Each party shall protect the other party’s confidential information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the confidential information as the party uses to protect its own confidential information of a like nature. You agree not to use Company’s name and/or any data or report provided by Company in any manner which might cause harm to Company’s reputation and/or business, including without limitation any misrepresentation of the content of such reports. Except as expressly provided under this Agreement, under no circumstances is the name of Company, or any name, symbol, trademark, or service mark presently or later established by Company, to be published or used by you either alone or in association with that of any other party, without the prior written approval of Company.

5. SUBPOENAS AND INVESTIGATIONS. In any instance where your confidential information is subpoenaed or must be released to a government agency, or is otherwise required to be disclosed pursuant to law or regulation, Company will be permitted to release such confidential information and, to the extent permitted by law, you will be promptly notified prior to the release of the information. You agree to reimburse Company for any reasonable costs and expenses (including attorneys’ fees, if any) incurred by Company in complying with any such subpoena or other request for information or testimony (written or oral) which can be evidenced by written documentation.

6. FEES AND PAYMENT TERMS. Quotations are available on request. Where quotations are requested, Company may delay initiating the testing until a signed copy of the quotation is received by Company. Where quotations are not requested, you shall pay Company then current fees and applicable expenses and charges for the Services performed. Payment in advance is required for all clients except those whose credit has been established with Company. For clients with Company approved credit, our standard terms are net 30 days, after which time a 1 1/2% per month interest charge or the maximum amount permitted by law (if less) is added to all unpaid balances. If you elect to pay by credit card, a 3% credit card processing fee will be added to each credit card transaction. Any deviation in payment terms must be agreed to in writing. If you cancel a Service after testing commences, you shall be responsible for all fees and expenses in respect of such Service. All fees and expenses are charged and payable only in US($) dollars, unless otherwise agreed by the parties. Company has the right to ask for payment in advance, or cease all Services, if the established payment terms are not adhered to. If you default in payment for Services rendered, you are responsible for reasonable collection and/or legal fees incurred by Company to enforce the payment obligations under this Agreement. Company further reserves the right to hold reports.

7. BILLING. All fees are charged or billed directly to you. The billing of a third party will not be accepted without a statement, signed by the third party, which acknowledges and accepts payment responsibility. Billing of a third party will not relieve you of payment responsibility and liability in the event the third-party defaults in payment for Services rendered.

8. FEE ADJUSTMENTS AND CHANGES. Company reserves the right to modify, update, or change its fee schedule, pricing, and rates for Services at any time without prior individual notice to client. Current fees applicable to any order will be those in effect at the time the order or scope of work is accepted by Company.

9. LATE FEES AND RETURNED PAYMENTS. Any invoice or balance remaining unpaid after the designated due date shall accrue a late fee and service charge of 2.5% per month (or the maximum rate permitted by applicable Oregon law) calculated on a weekly occurrence until paid in full. Any check returned for non-sufficient funds (NSF), stopped payment, or any other reason shall be subject to a $50.00 returned check fee per occurrence, in addition to any bank fees incurred by Company.

10. COLLECTIONS AND REMEDIES. If client fails to pay any past-due balance, late fees, or service charges according to the terms herein, Company reserves the right to suspend all ongoing Services, withhold all analytical reports and data, and assign the delinquent account to a third-party collection agency or legal counsel for collection proceedings. Client shall be responsible for all costs of collection, including reasonable collection agency fees, court costs, and attorneys’ fees.

11. OBLIGATION TO PROVIDE SERVICES. Company shall only be obligated to perform those Services for which it has accepted an order submitted by you, subject to Company’s right to cease performing the Services due to failure to pay invoices when due.

12. HAZARDOUS MATERIALS. Unused portions of samples found or suspected to be hazardous or to contain hazardous materials according to state or federal guidelines may be returned to you upon completion of the analytical work. The cost of returning the sample may be invoiced to you. The sample and portions thereof remain your property at all times.

13. SAMPLE CONTAINERS. Company may provide sample containers upon request. Company reserves the right to charge a fee for sample containers.

14. RETENTION OF REPORTS. Company ordinarily retains copies of analytical reports for a period of 5 years, after which time the reports may be destroyed.

15. SERVICES AND REVIEWS. To the extent that you engage Company to perform Services, such Services shall be described on an invoice, scope of work or sample submission form. It is necessary for us to assume that the request, whether physically or verbally, describes the job and details desired. Any changes to this job must be submitted to Company in writing. You are responsible for determining whether the job requested by you complies with any and all applicable federal, state and local laws, rules and regulations governing your business and/or products; and you agree to hold Company harmless from and against any demand, claim, cause of action, judgment, liability, damage, cost or expense (including attorney’s fees) suffered by you, Company or any third party arising from or related to Company’s performance of the job requested. Company makes no representation or warranty that the job requested by client is effective and/or suitable for the purpose for which the job will be performed, and Company takes no responsibility for client’s regulatory compliance and reporting. To the extent that you engage Company to perform a review of your facilities or operations, a scope of work shall set forth the specific area or matter which you desire Company to review (the “Scope of Review”). You shall allow Company access to your facilities as necessary to perform the Scope of Review, and shall provide a safe work place and working conditions for Company. Company will perform the review, applying its expertise and know-how, to identify deficiencies, areas of improvements and to make recommendations to improve your product safety (“Deficiencies and Recommendations”). Company will perform these services for a fee and bill accordingly. This fee should be outlined in the Scope of Review. Company shall have no obligation to review or bring to your attention matters and concerns that are outside of the Scope of Review, even if such matters are brought to the attention of Company incident to performing the review. At the conclusion of the review, Company will provide a written report setting out the Deficiencies and Recommendations, if any. Company does not represent or warrant that Company will identify all existing deficiencies and areas of improvement, nor does it represent or warrant that its recommendations, if adopted, will ensure the outcome you assume and want.

16. LIMITS OF LIABILITY; INDEMNITY. Company warrants that it will perform the Lab Services consistent with national agronomy standards. THE PARTIES RECOGNIZE THAT IT IS POSSIBLE FOR A TEST KIT OR SOIL SAMPLE TO PRODUCE AN INACCURATE RESULT EVEN IF ALL PROCEDURES ARE PROPERLY FOLLOWED, AND THEREFORE Company DOES NOT WARRANT THAT THE TEST KITS OR SOIL SAMPLES WILL PRODUCE ACCURATE RESULTS WHEN ALL PROCEDURES ARE PROPERLY FOLLOWED. THE FOREGOING EXPRESS LIMITED WARRANTY IS EXCLUSIVE AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. With respect to any and all Services, Company AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. THERE ARE NO REPRESENTATIONS OR GUARANTEES UNDER THIS AGREEMENT, OR IN ANY OTHER AGREEMENT OR COMMUNICATION, CONCERNING SERVICES, OR THE QUALITY, ACCURACY, OR FITNESS OF THE SERVICES, OR THAT THE SERVICES SHALL INSURE THE SAFETY or AFFICACY OF ANY PRODUCT ASSOCIATED WITH THE SERVICES. You agree to defend, indemnify and hold Company and its officers, directors, employees and shareholders from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (“Liabilities”) incurred by Company as a result of any claim, demand, action or lawsuit asserted against Company arising out of or relating to your negligent acts and omissions, or arising out of any violation of your obligations set forth in this Agreements. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFIT OR GOODWILL REGARDLESS OF (A) THE NEGLIGENCE (EITHER SOLE OR CONCURRENT) OF COMPANY AND/OR (B) WHETHER COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. Company’s total liability to you in connection with the Services for any and all injuries, losses, expenses, demands, claims or damages whatsoever arising out of or in any way related to such Services, from any cause or causes, shall not exceed an amount equal to the lesser of the total amount paid by you or owing by you for the Services provided under the specific scope of work out of which the damages arose. We accept no legal responsibility for the purposes for which you use our Services OR test results.

17. STANDARD OF CARE AND ADVISORY CAPACITY. Services provided by Company, including agronomic recommendations and data interpretation, are advisory in nature and are performed in accordance with standard agricultural and agronomy industry practices. Company personnel do not act as licensed engineers, registered professional geologists, or legal advisors. Client acknowledges that Company provides professional consulting based on available data and field observations, and Company expressly disclaims any warranty of absolute scientific certainty or guaranteed outcomes.

18. PROTECTION OF EMPLOYEES AND AGENTS. All waivers, limitations of liability, indemnities, and protections granted to Company under this Agreement shall expressly extend to and fully protect all members, managers, officers, directors, employees, independent contractors, and agents of Company. Client agrees that no legal action or claim of any kind shall be brought personally against any individual employee, contractor, or representative of Company for actions arising out of or related to the Services.

19. SITE VISIT AND PHYSICAL INSPECTION DISCLAIMER. Client acknowledges that any site visits, physical walk-throughs, visual inspections, or field sampling conducted by Company personnel are limited visual observations only. Company does not perform exhaustive environmental site assessments, geotechnical engineering studies, subsurface hydrological surveys, or comprehensive pest/disease pathology scans. Company assumes no liability for subsurface conditions, hidden hazards, or field variables that are not reasonably observable through standard agricultural agronomy practices during a visual site visit.

20. CLIENT IMPLEMENTATION OF RECOMMENDATIONS. Client acknowledges that all agronomic recommendations, management plans, and fertilizer schedules are advisory only. Client retains absolute, independent operational control and final decision-making authority regarding whether and how to implement any recommendation. Company assumes no liability for crop outcomes, yield impacts, or operational results when recommendations are implemented by client, third-party contractors, or agents.

21. CANNABIS, HEMP, AND REGULATED CROP DISCLAIMER. To the extent that Services, testing interpretations, or agronomic recommendations involve industrial hemp, cannabis, or other state-regulated specialty crops, client acknowledges and agrees that: (a) Company provides general analytical and agronomic consulting only and does not warrant compliance with state or federal licensing, METRC tracking, ORELAP, Oregon Liquor and Cannabis Commission (OLCC), or Oregon Department of Agriculture (ODA) rules; (b) Client is solely responsible for all regulatory compliance, pesticide use reporting, batch testing validation, and legal clearances required by local, state, or federal authorities; and (c) Company accepts zero liability for crop seizures, quarantine orders, mandatory destruction mandates, failed state-mandated lab panels (including heavy metals, microbials, or residual solvents), or lost commercial revenue resulting from regulated crop production.

22. CONTAMINATION, TOXICANT, AND RESIDUE TESTING DISCLAIMER. To the extent that Services include testing, screening, or interpretation regarding heavy metals, herbicides, pesticides, volatile organic compounds, or other environmental contaminants or residues, client acknowledges and agrees that: (a) Contaminants are frequently distributed heterogeneously within soils and organic matrices, and analytical results reflect solely the specific sub-sample tested; (b) Laboratory screening methods and detection limits can be subject to matrix interferences, analytical variances, or false readings; (c) Company does not warrant or certify that a property, batch, or crop is "free" of contaminants, safe for human consumption, or compliant with local, state, or federal environmental or agricultural safety thresholds; and (d) Company assumes no liability for crop rejections, land use restrictions, regulatory actions, quarantine orders, or commercial losses arising from the presence of undetected contaminants or the interpretation of contaminant test data.

23. RESIDENTIAL, GARDEN, AND CONSUMER CONTAMINANT TESTING. For residential properties, backyard gardens, urban plots, and non-commercial clients requesting soil, compost, or contaminant testing (including heavy metals, lead, herbicides, and toxins), client acknowledges and agrees that: (a) Company’s testing interpretations and recommendations are advisory only and do not constitute an environmental site assessment, health hazard evaluation, medical diagnosis, or official government clearance of site safety; (b) Company assumes no liability or responsibility for human health impacts, exposure to contaminants, ingestion risks, property value changes, or remediation costs associated with residential soils; and (c) Client accepts sole responsibility for determining how to utilize their property and produce based on independent professional judgment, local health department guidelines, and environmental agency standards.

24. COMMERCIAL CONTAMINATION, TOXICANT, AND CROP SAFETY DISCLAIMER. For all commercial farming operations, agricultural enterprises, and business clients, client acknowledges and agrees that: (a) Heterogeneity & Matrix Limitations: Environmental contaminants (including heavy metals, persistent herbicides, pesticides, and hydrocarbons) are frequently distributed heterogeneously across agricultural soils and organic matrices. Analytical reports and screening data reflect solely the specific sub-sample collected and analyzed. (b) No Regulatory or Yield Certification: Company does not warrant, certify, or guarantee that any field, batch, commodity, or acreage is "free" of contaminants, compliant with specific food safety mandates (such as FSMA or organic certification standards), or safe from phytotoxic reactions. (c) Commercial Risk Allocation: Company assumes zero liability for commercial crop rejections, yield failures, livestock health issues, soil quarantines, land use restrictions, regulatory actions, or lost profits and business interruption arising from the presence of undetected contaminants or the interpretation of contaminant test data. (d) Client Operational Responsibility: Client retains sole responsibility for all commercial growing practices, land management, crop marketing, and verification of environmental and agricultural safety thresholds prior to planting, harvesting, or distributing agricultural products.

25. PRODUCT TERMS AND CONDITIONS (FERTILIZERS, SOIL AMENDMENTS, AND ADJUVANTS). To the extent that Company sells, distributes, or provides any physical products, goods, fertilizers, soil amendments, biological inoculants, composts, or adjuvants to client (the “Products”), the following additional terms shall apply: (a) AS-IS SALE; DISCLAIMER OF PRODUCT WARRANTIES. All Products are provided and sold to client on an “AS-IS” and “WITH ALL FAULTS” basis. Company makes no representations, guarantees, or warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from course of dealing or usage of trade. Company does not warrant that the Products will achieve any specific crop yield, nutrient enhancement, pest suppression, or economic result. (b) LIMITATION OF PRODUCT LIABILITY. Company’s total liability for any claim, defect, damage, or loss arising out of or related to the purchase, handling, storage, or application of any Product shall be strictly limited to, at Company’s sole option, the replacement of the defective Product or the refund of the actual purchase price paid by client for the specific Product. In no event shall Company be liable for crop damage, phytotoxicity, yield reduction, environmental contamination, or any indirect, special, incidental, or consequential damages. (c) PROPER APPLICATION AND USER RESPONSIBILITY. Client assumes full and exclusive responsibility for the proper handling, storage, mixing, application rates, timing, and legal use of all Products. Client is solely responsible for verifying compatibility with existing crops, tank mixes, soils, and local environmental regulations prior to application. Company assumes zero liability for crop injury, failure, or regulatory violations resulting from improper application, misuse, or failure to follow general agricultural safety guidelines.

26. PUNITIVE & CONSEQUENTIAL DAMAGES BAR. In no event shall Company be liable for any punitive, exemplary, treble, or special damages. The limitations of liability set forth herein shall apply regardless of whether a claim is pled in contract, tort (including negligence), strict liability, or any other legal theory.

27. ATTORNEYS’ FEES AND COLLECTION COSTS. In the event that Company must retain legal counsel, a collection agency, or initiate formal legal proceedings to collect any unpaid balances or enforce the terms of this Agreement, Company shall be entitled to recover from client all reasonable costs, expenses, and attorneys’ fees incurred, whether or not litigation is actually filed.

28. LIMITATION OF ACTIONS. Any claim, legal action, or arbitration arising out of or related to the Services, lab results, or agronomic recommendations provided by Company must be brought within one (1) year of the date the applicable report or service was delivered. Failure to file an action within this timeframe shall permanently bar and waive any such claim.

29. NO OFFSET OR WITHHOLDING. Client shall not withhold, offset, or back-charge any payments due to Company under this Agreement based upon any alleged dispute regarding test results, crop performance, agronomic recommendations, or delayed reporting. Full payment for Services rendered must be made in accordance with the agreed terms regardless of client’s subjective satisfaction with crop outcomes or test data.

30. GOVERNING LAW AND VENUE. This Agreement, and any dispute arising out of or related thereto, shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. The parties agree that the exclusive jurisdiction and venue for any legal action, lawsuit, or dispute shall be exclusively vested in the state or federal courts located in Lane County, Oregon, and each party expressly consents to the personal jurisdiction and venue of such courts.

31. NO RELIANCE ON MARKETING MATERIALS. Client acknowledges that they have not relied upon any verbal statements, website descriptions, marketing brochures, or promotional claims made by Company, and that the scope of Company’s obligations is strictly limited to the written terms of this Agreement and the specific analytical report delivered.

32. CLIENT-COLLECTED SAMPLES. If soil or material samples are collected by the client or a third party rather than Company personnel, client assumes full responsibility for proper sampling methodology, depth, representation, and chain of custody. Company shall have no liability for test anomalies or resulting recommendations derived from improperly collected, contaminated, or unrepresentative samples.

33. AGRONOMIC & CROP PERFORMANCE DISCLAIMER. Client acknowledges that agronomic recommendations, fertilizer schedules, and soil management plans provided by Company are advisory estimates based upon limited soil sample data. Crop performance, yield outcomes, and soil health are subject to numerous uncontrollable external variables, including but not limited to severe weather, rainfall, irrigation water quality, pest and disease pressure, application accuracy, and existing field management practices. Company makes no guarantees, representations, or warranties, express or implied, regarding crop yields, financial returns, or product efficacy resulting from the implementation of Company’s recommendations. Client assumes all risk associated with the application of any agronomic advice.

34. TERMINATION. The Services and/or this Agreement may be terminated by either party upon notice to the other party. If the Services and/or this Agreement is terminated by either party for any reason, Company shall be paid in full for all Services that have been fully or partially performed through the termination date, and you shall be provided with a report of any Services conducted prior to termination.

35. FORCE MAJEURE. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to causes beyond such party’s reasonable control, such as fire; flood; lightning; earthquakes; power failures or blackouts; severe weather; explosions; wars or armed conflicts; national, state or local emergencies; governmental authority or action; epidemics; civil disobedience; acts of God; acts of terrorism, or acts of vandalism or acts otherwise known as “Force Majeure”.

36. ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the entire agreement between you and Company and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may be amended only by a written agreement signed by an authorized representative from each party hereto; provided, however, that no purchase order or other order for work shall be accepted by Company which includes any conditions that vary from the described Standard Terms and Conditions, and Company hereby rejects any conflicting terms contained in any acceptance or order submitted by you.

37. ASSIGNMENT. You may not assign any of your rights or delegate the performance of any of your obligations under this Agreement without the prior written consent of Company.

38. AUTHORITY TO SIGN/ELECTRONIC SIGNATURES. The person executing this Agreement on behalf of client represents that he/she has the authority to sign this Agreement on behalf of the client. Client further agrees that the electronic signature, whether digital or encrypted, of client included in this Agreement is intended to authenticate this Agreement and to have the same force and effect as a manual signature. “Electronic signature” means any electronic symbol or process attached to or logically associated with this Agreement and executed and adopted by a party with the intent to sign such Agreement, including facsimile or e-mail electronic signatures.

39. ACCEPTANCE. If for any reason this Agreement is not signed by you, any conduct by you which recognizes the existence of a contract pertaining to the subject matter hereof, including but not limited to providing samples to Company and/or performance of any service by Company for your benefit or on your behalf shall constitute acceptance by you of this Agreement and all of its terms and conditions.

40. SMS TEXT MESSAGING opt-in - TERMS & CONSENT. By checking the opt-in box on our website contact form, you consent to receive recurring transactional and customer service text messages from DIY DIRT, LLC DBA Soil Testing Services regarding your sample orders, status, and inquiries.

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