Important: Please read these terms and conditions carefully, as well as our Privacy Policy, before using the Formulate Labs platform. By accessing or using our platform and services, you agree to be bound by these terms.
These Terms & Conditions were last updated on January 1, 2026.
This Terms and Conditions Agreement ("Agreement") is entered into by and between Formulate Labs, Inc. ("Formulate Labs"), a company incorporated under the laws of the State of Missouri with its principal place of business located at 1645 Headland Dr, Fenton, MO 63026, and you and any of your related or affiliated entities (collectively, "Client"). Formulate Labs and Client are collectively referred to as the "Parties."
This Agreement sets forth the terms under which Formulate Labs provides formulation design, package design, packaging, and contract manufacturing services for beauty and personal care products to the Client.
Orders for formulation design services, package design services, packaging, and manufacturing of finished products ("Products") must be submitted by the Client to Formulate Labs in a manner specified by Formulate Labs. Each order should clearly state the type of Products requested, along with detailed specifications, quantities, desired timelines, and any other relevant information as required by Formulate Labs.
All Formulate Labs quotations, including price lists and discount schedules, are intended as indications of the price at which the Products are available and are subject to change without notice. Unless otherwise agreed in writing, Formulate Labs shall charge its prices in effect at the time of shipment of the Products ("Prices"). Except as otherwise set forth in a Formulate Labs quotation for Products, all Prices are in United States Dollars. Prices are exclusive of, and Client shall be solely responsible for, all taxes and other charges applicable to the production, sale, shipment, importation or exportation of the Products imposed by federal, state or local governmental authorities.
Client agrees to pay the Price quoted by Formulate Labs for all Products ordered by Client. Payment for Products shall be made in advance of delivery of such Products unless Formulate Labs otherwise agrees in writing to extend credit terms to Client. No retainages shall be deductible from or withheld by Client from payments due to Formulate Labs.
Formulate Labs reserves the right, among other remedies, to suspend further deliveries if Client fails to make any payments as herein provided or if Formulate Labs deems that its prospect of receiving payment from Client or any of its affiliated companies is impaired. If Client fails to pay any amounts owed to Formulate Labs when due, Formulate Labs may, at its option: (i) treat all outstanding purchase orders submitted by Client as repudiated, (ii) demand payment from Client for all legal fees and costs incurred by Formulate Labs in collecting past due amounts, and (iii) dispose of all Products ordered by Client in any manner it deems fit. Time for payment shall be of the essence.
In the absence of specific instructions, Formulate Labs will select the carrier for all deliveries. Delivery shall take place upon Formulate Labs' delivery to the carrier for shipment and all Products shall be at the risk of Client from such point of delivery.
Full legal, beneficial and equitable title in the Products shall remain vested in Formulate Labs until: (i) payment in full, in cash or cleared funds, for all the Products has been received by Formulate Labs; and (ii) all other money payable by Client to Formulate Labs on any other account or under this Agreement has been received by Formulate Labs.
In the event that Client delays shipment or does not accept delivery, payment shall be due on the date Formulate Labs is prepared to ship and Client shall reimburse Formulate Labs for any costs incurred in connection with such delay or non-acceptance, including but not limited to, the cost of storing and insuring the Products.
All acknowledged shipping dates are approximate, based upon known conditions existing at the time of order placement. Formulate Labs will make reasonable efforts to ship by the estimated shipping date, but shall in no event be liable for any delay or any damage arising therefrom.
Formulate Labs shall not be liable for any damages, including general, incidental, consequential or otherwise, arising from delays in delivery, or for failure to give notice of delays, and such delays shall not constitute grounds for cancellation. Formulate Labs shall not be responsible for delays caused by fires, floods, accidents, civil unrest, acts of God, war, embargoes, strikes, shortage of raw materials or supplies, or any other cause beyond its reasonable control.
Any formulas, compositions, or designs ("Formulas") that were previously developed by the Client and disclosed to Formulate Labs for the purpose of the engagement shall remain the sole and exclusive property of the Client. Formulate Labs acknowledges that no ownership or licensing rights of such pre-existing Formulas are granted or conveyed to Formulate Labs by the Client.
Formulate Labs agrees to use such pre-existing Formulas solely for the purpose of providing services to the Client as specified in the service agreement or order, and shall not claim any ownership rights in such Formulas.
Unless otherwise agreed upon, all rights, title, and interest, including all intellectual property rights, in and to any formulas, compositions, or designs developed by Formulate Labs in the course of providing formulation development services to the Client shall be the sole and exclusive property of Formulate Labs.
Formulate Labs grants the Client a non-exclusive, non-transferable license to use the Formulas solely for the purpose and within the scope defined in the specific service agreement or order. The Client acknowledges that the Formulas are the valuable proprietary information and trade secrets of Formulate Labs.
In cases where the Client requires exclusive ownership of the developed Formulas, a separate Formulation Ownership Agreement must be executed, which clearly outlines the terms of ownership, usage rights, and any additional fees or royalties applicable.
Formulate Labs shall manufacture all Products in accordance with the specifications provided by the Client. Formulate Labs endeavors to meet or exceed the quality standards set forth by the Client and to comply with all applicable regulatory requirements.
Formulate Labs makes reasonable efforts to adhere to Current Good Manufacturing Practices (cGMP) as defined by relevant regulatory agencies, including the U.S. Food and Drug Administration (FDA) and other applicable authorities.
Formulate Labs shall maintain accurate records of all manufacturing activities, including batch records, QC test results, equipment maintenance logs, and deviation reports. All records shall be retained for a minimum of 7 years or as required by applicable regulations. Upon request, the following documentation will be made available to the Client for each lot produced:
Formulate Labs implements and maintains a Quality Assurance program designed to ensure the continuous quality of the products manufactured. No product shall be released for distribution until it has been reviewed and approved by Formulate Labs' QA department and has met all specified quality and regulatory requirements.
Any batch of product that fails to meet the specified quality standards shall be classified as Out of Specification (OOS) and will be subject to further investigation. Products identified as OOS may be reworked if feasible and approved by the Client and Formulate Labs' QA department. If rework is not feasible, the OOS products shall be rejected and disposed of in accordance with applicable regulations.
Formulate Labs warrants that at the time of shipment, the Product will be free from defects in materials and workmanship and will substantially conform to the written design specifications, subject to the warranty disclaimers set forth below.
If a formula is provided by the Client, Formulate Labs expressly disclaims any liability for issues related to the formula, including but not limited to stability, preservation, safety, or compliance with regulatory standards. The Client acknowledges that they bear full responsibility for the integrity and performance of any formula they provide to Formulate Labs.
EXCEPT FOR THE LIMITED WARRANTY ABOVE, FORMULATE LABS DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FORMULATE LABS SPECIFICALLY DISCLAIMS ALL WARRANTIES FOR ANY DAMAGE RESULTING FROM IMPROPER STORAGE OR HANDLING FOLLOWING SHIPMENT AND FOR ANY DEFECTS IN ANY COMPONENTS FURNISHED BY CUSTOMER OR THIRD PARTIES.
Products are generally not returnable. However, if a production error is identified that affects the quality or functionality of the product, we will accept returns for rework or replacement. To qualify for a return due to a production error, the following conditions must be met:
Upon confirmation of the production error, we will arrange for the return of the product at no additional cost to you. We will then either rework the product to meet the required specifications or provide a replacement at our discretion.
Formulate Labs' sole liability and Client's sole remedy in any cause of action based on contract, tort or otherwise, arising in connection with the parties' relationship shall be limited to either (i) the repair or replacement of any warranted Product or (ii) damages limited to the total amount paid by Client to Formulate Labs for the warranted Product.
Immediately upon discovery of any breach of warranty, Client shall notify Formulate Labs of such breach in writing and return to Formulate Labs all Products that are subject to a warranty claim.
UNDER NO CIRCUMSTANCES WILL FORMULATE LABS BE LIABLE TO CLIENT FOR ANY DAMAGES IN EXCESS OF THE AMOUNTS PAID BY CLIENT TO FORMULATE LABS OR FOR ANY DAMAGES BASED UPON LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF FORMULATE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
Notwithstanding any legal provisions, no action, whether based on contract, tort or otherwise, arising out of or related to Products furnished by Formulate Labs may be brought by Client more than 200 days after the cause of action has accrued. No claims for breach of warranty may be brought by Client unless Client notifies Formulate Labs in writing within thirty (30) days of discovery of the breach or when the breach should reasonably have come to the attention of Client. Any claim made after the time periods specified shall be deemed null and void.
Both Formulate Labs and the Client agree to maintain the confidentiality of any proprietary, non-public information disclosed by either party in connection with the services provided under this Agreement, including but not limited to business operations, customer data, supplier information, employee details, product specifications, technologies, technical data, methodologies, designs, know-how, trade secrets, and other intellectual property (collectively, "Confidential Information").
Each party agrees to only disclose the other's Confidential Information to its own employees, agents, or subcontractors who are bound by written confidentiality obligations and have a need to know such information to fulfill this Agreement.
Formulate Labs retains all rights, title, and interest in any Confidential Information it discloses and any improvements, modifications, or derivative works thereof, along with all associated intellectual property rights. The Client agrees not to use, transfer, or claim any rights in Formulate Labs' Intellectual Property, except as necessary to utilize the products or services provided under this Agreement.
The obligations regarding the protection of Confidential Information and respect of ownership rights under this clause will survive the termination of this Agreement.
Unless expressly stated in a separate written agreement signed by Formulate Labs, Formulate Labs owns and shall retain all right, title and interest in and to any and all tooling, models, patterns, designs, molds, samples, prototypes, jigs, fixtures and test equipment (collectively, "Tools") created by or on behalf of Formulate Labs in connection with its performance under orders submitted by Client.
Upon payment by Client of 100% of the Tooling Price, Client shall receive the right to have components manufactured using the applicable Tool for the lifetime of such Tool. A Tool's lifetime expires upon the earlier to occur of: (i) one (1) year following the date of first use of the Tool; or (ii) the number of shots set forth on the applicable quote for the Tool.
Client represents and warrants to Formulate Labs as follows:
Client acknowledges and agrees that Formulate Labs shall be entitled to rely on any apparent authority of any agent of Client who submits an order to Formulate Labs.
The Client shall defend, indemnify, and hold harmless Formulate Labs and its affiliates, officers, agents, and employees from any claims, damages, liabilities, legal fees, and expenses that arise from:
Formulate Labs shall defend, indemnify, and hold harmless the Client and its affiliates, officers, agents, and employees from any claims, damages, liabilities, legal fees, and expenses that arise from:
Each party agrees to comply fully with all applicable laws and regulations in their performance under this Agreement. Each party's obligation to indemnify the other is conditioned on the indemnified party: (i) promptly notifying the indemnifier in writing of any claim, (ii) allowing the indemnifier sole control of the defense and any settlement negotiations, and (iii) providing reasonable cooperation, at the indemnifier's expense, in the defense of such claims.
Formulate Labs may immediately suspend further performance of the order, cancel delivery of the Products, or terminate the order by written notice to Client if Client commits a Material Breach of any of its obligations under this Agreement. A "Material Breach" includes, but is not limited to:
Similarly, the Client may terminate this Agreement and cancel any further payments in the event of a Material Breach by Formulate Labs, provided that the Client has given written notice of the breach and allowed a cure period of no less than five (5) business days. Sections which expressly or by implication survive termination shall continue in full force and effect.
All disputes, claims, or controversies arising out of or in any way relating to the sale of the Products by Formulate Labs to the Client, including disputes regarding non-contractual obligations arising from or in connection with this Agreement (collectively, "Disputes"), shall first be subjected to mandatory mediation through a mutually agreed-upon mediation service.
If the Disputes are not resolved through mediation, they shall then be resolved by binding arbitration administered by the American Arbitration Association (AAA), JAMS, or a similar Alternate Dispute Resolution (ADR) body pursuant to its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, who shall be a retired judge. Judgment on the arbitration award may be entered in any court having jurisdiction.
This Agreement and any disputes arising from it shall be governed by and construed under the laws of the State of Missouri, without regard to its conflict of laws principles.
Formulate Labs may effect service of process upon the Client by regular mail at the Client's principal place of business, or at Formulate Labs' option, by service upon the Client's agent for service of process.
In the event of any breach or threatened breach of the confidentiality or intellectual property provisions of this Agreement, it is acknowledged that such breach will likely result in irreparable harm for which money damages would not be an adequate remedy. Therefore, Formulate Labs will be entitled to seek injunctive relief, without the necessity of posting a bond or other guarantee.
Neither party shall be deemed in default of its obligations hereunder to the extent that performance of such obligations is delayed or prevented by reason of any event of Force Majeure, which is an event beyond the reasonable control of the party affected, including but not limited to acts of God, natural disasters, wars, insurrections, terrorist acts, riots, strikes, labor disputes, government actions, outbreaks of infectious diseases or pandemics, or disruptions of essential utilities or services.
Upon occurrence of any such event, the party impacted by Force Majeure shall notify the other party promptly, and both parties shall endeavor to mitigate the impact of such event and resume performance of their respective obligations as soon as possible. If the Force Majeure event persists for a continuous period exceeding 60 days, either party may terminate this Agreement without liability, upon providing written notice to the other party.
This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective affiliates, related entities, successors and permitted assigns. Except with the prior written consent of the Parties, neither Party may assign or transfer any of its rights or obligations under this Agreement.
Formulate Labs will have the right to use Client's name in any sales, marketing or publicity activities or materials, including displaying samples or photographs of Products supplied by Formulate Labs for Client. In the event of any dispute or litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees.
This Agreement shall apply to all orders and services provided to Client by Formulate Labs, whether placed prior to or after the date of this Agreement. This Agreement (together with the terms of any other agreement provided by Formulate Labs and executed by the Parties, which shall prevail in the event of a conflict) is the entire agreement between the parties and supersedes any prior written or oral agreements or understandings.
Formulate Labs expressly rejects all new, different, or additional terms submitted by Client. No waiver or modification of this Agreement shall be binding upon Formulate Labs unless made in writing and signed by a duly authorized representative of Formulate Labs. If any provision of this Agreement is found to be invalid, such provision shall be ineffective only to the extent of such invalidity, and all other provisions shall remain in effect.
Formulate Labs, Inc.
1645 Headland Dr, Fenton, MO 63026