Terms of Sale
TERMS OF SALE
Last Updated: June 12, 2025
1. General.
These Terms of Sale are applicable to your purchase of goods and/or services on www.orapath.com (each, a “Purchase”). Please read these Terms of Sale carefully. By making a Purchase, you acknowledge that you understand and agree to be bound by these Terms of Sale. If you do not understand or agree to be bound by these Terms of Sale, do not make a Purchase.
IMMYLabs (sometimes referred to as “Seller”) may change or modify these Terms of Sale from time to time without giving notice to you. If a change is made, the date of last modification at the beginning of these Terms of Sale will reflect the date the change was implemented. It is your sole responsibility to review these Terms of Sale periodically and to be aware of any modifications. You acknowledge your agreement to be bound by the modified Terms of Sale by making a Purchase after any such modifications.
Much of the information on this website relates to the goods and services offered by IMMYLabs (collectively, the “Services”). The materials on this website are for general educational information only. Information you read on this website cannot replace the relationship that you have with your health care professional. IMMYLabs does not practice medicine or provide medical services or advice and the information on this website should not be considered medical advice. You should always talk to your health care professional for diagnosis and treatment.
2. Privacy.
Our Privacy Policy describes how we use, disclose, and protect your information collected during your use of the Services.
3. Account Registration and Protection.
a. Account Registration.
When you provide information about yourself to us, including that provided in the account registration process, you agree to: (i) provide accurate, current, and complete information about yourself, and not to provide information that attempts to impersonate another individual; and (ii) promptly update us with such information to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, or incomplete,or we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we retain the right to suspend or terminate any account you establish and/or to refuse any or all current or future use of the Services or any portion thereof.
b. Passwords.
Your use of the Services may permit or require you to register or obtain a password prior to permitting you to access certain portions of the Services. You acknowledge and agree that you are solely responsible for maintaining the confidentiality of your access credentials. You agree to notify us immediately of any suspected unauthorized access to or use of your account, or any other breach of security involving access to the Services through your account. You acknowledge that you may be held liable for any loss or harm incurred by us or any other person or entity due to unauthorized access to the Services as a result of your failing to keep your access credential information secure and confidential.
4. Orders of Services.
a. Orders.
Your Purchase is an offer to buy, under these Terms of Sale, such Services you have identified in your order. We reserve the right to reject any offer and our acceptance does not occur until we have reviewed and processed your order, including your payment in full of the final price indicated at checkout. We may choose not to accept any orders in our sole discretion.
b. Availability of Services.
Not all Services are available for purchase in all jurisdictions, even if the website is accessible in such jurisdictions. In addition, IMMYLabs’ cannot guarantee that goods shown on the website are available for immediate shipping, pick up, or delivery, or are otherwise available, at all times. Applicable law in some jurisdictions limits the quantities of some goods that you may purchase or requires that you provide proof of identity or age in order to make a Purchase. If so, such requirements are a condition of purchase and/or delivery.
c. Cancellations.
Orders in process may be cancelled by you only with IMMYLabs’ written consent and upon payment of IMMYLabs’ cancellation charges. Orders in process may not be changed by you except with IMMYLabs’ written consent. Payments will not automatically be credited for goods returned without written consent of IMMYLabs.
5. Submission of Samples.
Your Purchase may require you to (i) collect all biological samples (e.g., blood, saliva, or urine), in accordance with the instructions included with the collection kit, and (ii) send the sample to our laboratory for testing. If you do not provide an adequate sample or utilizethe collection kit,or provide it in a manner that is contraindicated or not consistent with any instructions, or do not return the sample within the timeframe set forth in the instructions, we may not be able to process your sample, or such action may result in inaccurate and/or unreliable readings of the sample. In the event we determine that a sample is not suitable for testing due to the occurrence of one of the above, we reserve the right to withhold test results and to not provide a refund.
6. Test Results.
If your sample is successfully processed, the results of the test(s) will be made available to you and any authorized entities. Due to the nature of the services, we do not warrantthe accuracy or reliability of the results. Results are informational and educational only and are not intended to diagnose or treat a disease or condition or to replace the advice of your doctor or dentist.
7. Pricing and Payment.
a. Pricing.
Prices listed on the website may not include sales, use, excise, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you under these Terms of Sale. Such charges will be calculated and included in your final payment prior to final checkout of each Purchase. IMMYLabs reserves the right to change the prices of any and all goods and/or services available at any time and in its sole discretion.
b. Payment Terms.
Terms of payment are within our sole discretion. Payment shall be made in U.S. Dollars in a mode accepted by IMMYLabs at the time of Purchase. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company.
8. Shipments and Delivery; Title and Risk of Loss.
Unless expressly agreed to by IMMYLabs in writing, IMMYLabs shall select the method of shipment of and the carrier for any ordered goods. IMMYLabs may, in its sole discretion, without liability or penalty, make partial shipments of goods to you. Unless expressly agreed to by IMMYLabs, IMMYLabs shall deliver the goods to your requested delivery point, using IMMYLabs’ standard methods for packaging and shipping the goods. Any time quoted for delivery is an estimate only; provided, however, that IMMYLabs shall use commercially reasonable efforts to deliver all goods on or before any requested delivery date. IMMYLabs is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. No delay in the shipment or delivery of any goods relieves youof your obligations under each applicable order, including accepting delivery of any remaining installment or other orders of goods. Title to goods and the risk of loss of same shipped under any order passes to you upon delivery of such goods to your requested delivery point. IMMYLabs reserves the right to stop delivery of goods in transit and withhold shipments in whole or in part if you fail to make any required payments or otherwise fail to perform your obligations hereunder.
9. Intellectual Property.
a. User Content.
You are solely responsible for all information, data, orother materials (excluding HIPAA Protected Health Information) that you upload, transmit, or otherwise make available to or through the Services ("User Content"). By uploading, posting, transmitting, publishing, displaying, or otherwise making available User Content, you grant IMMYLabs, in connection with the Services, a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, publish, create derivative works from, or distribute such User Content in whole or in part in any form, medium, or technology (now known or later developed). You represent and warrant that our publication and use of your User-Provided Content will not infringe or violate the intellectual property or other rights of any third party.
b. IMMYLabs Intellectual Property Rights.
You acknowledge and agree that: (i) any and all IMMYLabs’ Intellectual Property Rights are the sole and exclusive property of IMMYLabs or its licensors; (ii) you shall not acquire any ownership interest in any of IMMYLabs’ Intellectual Property Rights under the Agreement; (iii) any goodwill derived from the use by you of IMMYLabs’ Intellectual Property Rights inures to the benefit of IMMYLabs or its licensors, as the case may be; and (iv) if you acquire any Intellectual Property Rights in or relating to any product (including any Good) purchased under this Agreement (including any rights in any Trademarks, derivative works, or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to IMMYLabs or its licensors, as the case may be, without further action by you or IMMYLabs.
10. Use of Services by HIPAA Covered Entities.
If you are a HIPAA Covered Entity, you represent and warrant that when using the Services, you will comply with all applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and other federal and state privacy and data security laws, and you will not provide any information, including Protected Health Information, to us for which you do not have the required authorizations or consents.
11. Disclaimer of Warranty.
THE SERVICES AND ALL MATERIALS, INFORMATION, SOFTWARE, GOODS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED BY LAW, IMMYLABS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TOTHE SERVICES AND ALL MATERIALS, INFORMATION, SOFTWARE, GOODS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THORUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IMMYLABS MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, ORERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (D) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
12. Limitation of Liability.
IN NO EVENT IS IMMYLABS OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,PUNITIVE OR ENHANCED DAMAGES, LOSTPROFITS OR REVENUES, OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS OF SALE OR OTHERWISE, AND REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT IMMYLABS WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OROTHERWISE) ON WHICH
THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13. Indemnification.
a. By Seller.
Seller agrees to indemnify, defend, and hold you harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by negligence or willful misconduct of Seller, its employees, agents, representatives or contractors in connection with the performance of services at your premises under this agreement and (ii) claims that a Product infringes any valid United States patent, copyright, or trade secret; provided, however, Seller shall have no liability under this sectionto theextent any such indemnified items arecaused by either (a) the negligence or willful misconduct of you,youremployees,agents, representatives,or contractors, (b)any third party, (c) use of a product in combination with equipment or software not supplied by Seller, or in an applicationor environment for which it was not designed, or (e) modifications of the product by anyone other than Seller without Seller's prior written approval. You shall provide Seller prompt written notice of any third-party claim covered by Seller's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. You agree to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this section.
b. By You.
You shall indemnify, defend, and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) your negligence or willful misconduct; (ii) use of a product in combination with equipment or software not supplied by Seller, or in an application or environment for which it was not designed; or (iv) modifications of a product by anyone other than Seller’s prior written approval.
14. Severability.
If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, only the offending provision shall be severed, and the remainder of these Terms of Sale will be deemed to be binding and enforceable and modified so as to maintain the essential benefits of the original intent between the parties hereto the maximum extent possible, consistent with law and public policy.
15. No Waiver.
No waiver by IMMYLabs of any provision set out in these Terms of Sale shall be deemed a further or continuing waiver of such provision, and any failure by IMMYLabs to assert a right or provision under these Terms of Sale shall not constitute a waiver of such right or provision. Any such waiver must be made in writing and signed by an authorized representative of IMMYLabs.
16. Export Restrictions.
You acknowledge that each product and any related technology, including information supplied by you or contained in documents, is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce, which may restrict or require licenses for the export of items from the United States and their re-export from other countries. You shall not, without the express written consent of IMMYLabs: (i) export or re-export any items, or (ii) supply or otherwise distribute any items to a party you know or should reasonably know intends to export or re-export the same. You shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this section by you.
17. Force Majeure.
IMMYLabs shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay in fulfilling or performing any portion of the Services when and to the extent the failure or delay is caused by or results from acts beyond IMMYLabs’ reasonable control, including the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) requirements of Law; (v) actions, embargoes, or blockades in effect on or after the date of this Agreement; (vi) action by any Governmental Authority; (vii) national or regional emergency; (viii) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (ix) shortage of adequate power or transportation facilities. IMMYLabsshall resume the performance of its obligations as soon as reasonably practicable after the removal of the force majeure cause.
18. Applicable Law and Venue
These Terms of Sale and all matters arising out of or relating thereto, are governed by, and construed in accordance with the Laws of the State of Oklahoma, USA, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Oklahoma. You irrevocably and unconditionally agree that you will not commence any action, litigation or proceeding of any kind whatsoever against IMMYLabs in any way arising from or relating to the Services or these Terms of Sale, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Western District of Oklahoma, or, if this court does not have subject matter jurisdiction, the courts of the State of Oklahoma sitting in Cleveland County, and any appellate court from any thereof. You irrevocably and unconditionally submit to the exclusive jurisdiction of these courts and agree to bring any action, litigation, or proceeding only in the United States District Court for the Western District of Oklahoma or, if this court does not have subject matter jurisdiction, the courts of the State of Oklahoma sitting in Cleveland County. You further agree that a final judgment in any action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
19. Termination
These Terms of Sale are effective as long as you continue to access and/or use the Services or unless and until modified as noted above, or terminated, at any time, by IMMYLabs.
20. Contact Information
Notices to you may be sent via either email or regular mail. Legal notices to IMMYLabs must be sent to the following address:
IMMYLabs
Attn.: General Counsel 2701 Corporate Centre Dr. Norman, OK 73069