TERMS & CONDITIONS

These General Terms and Conditions, together with the plan selection form (the “Plan Selection Form”) completed simultaneously herewith (collectively, the “Agreement”), and is made and entered into by and between Drug Free Guru, Inc., a Florida corporation (“Drug Free Guru”), and the customer party hereto (“Customer”). The Agreement includes and incorporates this Plan Selection Form, these General Terms and Conditions and any, exhibits, schedules, addenda, attachments and/or appendices attached hereto or thereto.

1. Certain Definitions. The following capitalized terms used herein shall have the meaning set forth below:
   
   1.1 “Affiliate” means, in relation to a person or entity, any entity controlling, controlled by, or under common control with such entity, where “control” (in its various forms) means having the right to direct the management and affairs of an entity, whether through ownership of voting securities, by contract, or otherwise.
   
   1.2 “Authorized User” means the employees and independent contractors of Customer who are entitled to use the Drug Policy Platform in accordance with the Agreement on their behalf.
   
   1.3 “Confidential Information” means all written or oral information, disclosed, directly or indirectly, by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), related to the business or operations of the Disclosing Party or a third party that has been marked or otherwise identified as confidential or that by the nature of the information or circumstances surrounding its disclosure ought reasonably to be understood as being confidential or proprietary. Confidential Information of Drug Free Guru includes the Drug Policy Platform, software, algorithms, methods, processes, Documentation and Content and any other items designated as Confidential Information by Drug Free Guru. Confidential Information of Customer includes Customer Data.
   
   1.4 “Content” means electronic data, information and/or other types of content, if any, that is displayed, distributed or otherwise made accessible to Customer via the Drug Policy Platform, including, without limitation, Content generated by the Policy Engine, but does not include Customer Data, Customer Confidential Information or the Drug Policy Platform.
   
   1.5 “Customer Data” means any data, information and/or other types of content submitted, posted or displayed by, or on behalf of Customer to or on the Drug Policy Platform, or otherwise provided to Drug Free Guru for or relating to its delivery of the Drug Policy Platform, excluding Content.
   
   1.6 “Documentation” means any then-current user manual, handbook or other documentation for the Drug Policy Platform made available by Drug Free Guru for Customer’s use.
   
   1.7 “Drug Policy Platform” means the SaaL Products and SaaS Products to which Customer is granted a software license or Usage Rights under this Agreement, as applicable, and excludes Content and Third Party Services.
   
   1.8 “Fees” means the Initial Term Fees, together with all other fees payable in connection with a Renewal Term, the “Fees”)
   
   1.9 “Intellectual Property Rights” means all intellectual property rights, including copyrights, patents, patent disclosures and inventions and technology (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.
   
   1.10 “Initial Term Fees” means the pricing applicable to the Usage Rights granted hereunder during the Initial Term and any subsequent Renewal Term, set forth on the Plan Selection Form.
   
   1.11 “Policy Engine” means the custom workplace drug policy information and generation platform made available to Customer by Drug Free Guru through its Drug Policy Platform.
   
   1.12 “Product Terms” means the additional terms and conditions, including any additional terms governing the Usage Rights, if any, applicable to the Drug Policy Platform (and related Content) which are incorporated into the applicable Plan Selection Form.
   
   1.13 “Professional Services” has the meaning set forth in Section 7 herein.
   
   1.14 “SaaL Product” means software products licensed by Drug Free Guru to Customer under this Agreement.
   
   1.15 “SaaS Product” means software-as-a-service subscription products, including updates thereto, made generally available by Drug Free Guru to its customers, to which Customer is granted access under this Agreement.
   
   1.16 “Third Party Services” has the meaning set forth in Section 6 herein.
   
   1.17 “Third Party Software” means any open-source or other software relating to the Drug Policy Platform that are not proprietary to Drug Free Guru.
   
   1.18 “Usage Rights” means the license to use or right to access the Drug Policy Platform as set out in the Plan Selection Form and subject to the terms set forth in Section 3 of these Terms.
   
2. Master Terms. The following general terms and conditions (these “Terms”) apply to the Agreement. During the Term (as defined below), Drug Free Guru shall deliver and provide to Customer the Drug Policy Platform as set forth on the Plan Selection Form to which these Terms are attached (the “Plan Selection Form”),together with any additional services agreed in writing between Customer and Drug Free Guru (collectively, the “Services”). Statements of Work shall be deemed accepted only if signed by the Drug Free Guru Representative and the Customer Representative. Drug Free Guru shall provide the Services (i) in accordance with the terms and subject to the conditions set forth in the Agreement, (ii) using personnel of required skill, experience and qualifications, (iii) in a timely, workmanlike and professional manner, (iv) in accordance with the highest professional standards in Drug Free Guru’s field and (v) to the reasonable satisfaction of Customer.
   
3. Usage Rights.
   3.1 Subject to Customer’s and its respective Authorized Users’ continuing compliance with these Terms, Drug Free Guru grants
   to Customer during the applicable Term, the right to use the Drug Policy Platform solely for Customer’s internal business purposes, as set forth in the applicable Plan Selection Form and any applicable Product Terms. Unless explicitly stated otherwise in the applicable Plan Selection Form or applicable Product Terms, such Usage Rights shall be on a non-exclusive and non-transferrable (except as otherwise provided in this Agreement) basis.
   
   3.2 The Drug Policy Platform and any Content, Documentation and Deliverables are not sold to Customer. The Agreement does not convey to Customer title to or ownership of the Drug Policy Platform, Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the applicable Plan Selection Form (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by Drug Free Guru to Customer are reserved by Drug Free Guru and its licensors.
   
   3.3 The Drug Policy Platform, Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different license and notice terms. If so, Customer shall (and shall cause its Authorized Users to) comply with all applicable license and notice terms identified on the applicable Plan Selection Form (or applicable Product Terms) or notified by Drug Free Guru to Customer from time to time.
   
   3.4 Customer may exercise the Usage Rights granted in the applicable Product Terms through Authorized Users. Customer is responsible and liable for all uses of the Drug Policy Platform, Content, Documentation and Deliverables resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission of an Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Authorized Users aware of the provisions of the Agreement as applicable to such Authorized Users’ use of the Drug Policy Platform, Content, Documentation or Deliverables and shall cause Authorized Users to comply with such provisions.
   
4. Drug Free Guru Obligations. During the Term, Drug Free Guru shall: (i) comply with all applicable laws and regulations in providing the Drug Policy Platform, including, without limitation, obtaining any required licenses, permissions, authorizations, consents or permits; and (ii) maintain complete and accurate records relating to the provision of the Drug Policy Platform under the Agreement.
   
5. Customer Obligations. During the Term, Customer shall: (i) designate a Customer representative (the “Customer Representative”) to serve as its primary contact with respect to the Agreement and to act as its authorized representative with respect to day-to-day communications, consultation, decision-making, consents and approvals and other matters pertaining to the Agreement, with such designation to remain in force unless and until a successor Customer Representative is appointed, in Customer’s sole discretion; (ii) require that the Customer Representative respond promptly to any reasonable requests from Drug Free Guru for instructions, information or approvals required by Drug Free Guru to provide the Services; (iii) provide Drug Free Guru with a copy of and/or access to such Customer Data as may be requested by Drug Free Guru in its performance of the Services, and Customer (a) represents and warrants that the Customer Data will be free of material errors, that it owns or possesses sufficient rights to the Customer Data to provide it to Drug Free Guru pursuant to the Agreement and that the Customer Data and the collection, use and disclosure thereof by and to Drug Free Guru will not violate any third party rights, (including intellectual property, privacy and publicity rights), and (b) covenants and agrees that it will obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed to Drug Free Guru in the manner contemplated by the Agreement and to grant Drug Free Guru the rights set out in the Agreement with respect thereto; and (iv) reasonably cooperate with Drug Free Guru in its performance of the Services and provide General access to Customer’s premises, employees and information technology systems as required to enable Drug Free Guru to provide the Services.
   
6. Disclaimer of Legal Advice. In the course of providing the Usage Rights granted hereunder and providing the Services contemplated herein, Drug Free Guru may provide advice, opinions, or make available to Customer information regarding certain laws or regulations on the business related to workplace policies, controlled substances, monitoring and regulation of controlled substance usage among employees, and drug testing and other related practices (collectively, “Workplace Policies”). Drug Free Guru hereby disclaims all warranties related to such Workplace Policies. Drug Free Guru and Customer hereby acknowledge and agree that any information provided by Drug Free Guru regarding such Workplace Policies does not constitute legal advice, and further agree that Customer has been provided an opportunity to seek legal advice in respect of such Workplace Policies.
7. Other Professional Services. From time to time Drug Free Guru may recommend its partners, Affiliates and other third parties to Customer, or Customer may elect to have other third parties, to provide Customer certain professional services in connection with the Drug Policy Platform (“Third Party Services”). If Customer chooses to procure Third Party Services, Customer acknowledges and agrees that Drug Free Guru shall have no responsibility or liability for the performance of the Third Party Services by the Third Party Services provider, or for any advice, service, or act provided by the provider of such Third Party Services, and Customer shall not be entitled to any reduction in fees for the Drug Policy Platform as a result thereof. Drug Free Guru may deny access to the Drug Policy Platform to any Third Party Services provider which Drug Free Guru reasonably determines poses a security or confidentiality risk to Drug Free Guru’s, or its other customers’, systems, data or Intellectual Property Rights.
   
8. Fees and Expenses. Customer shall pay to Drug Free Guru the Initial Term Fees immediately upon Customer’s submission of a Plan Selection Form, and prior to Customer’s use of the Drug Policy Platform. After the expiration of the Initial Term or any Renewal Term, any Fees payable in connection with such Renewal Term shall be due and payable prior to the commencement thereof, and in any case no later than ten (10) days prior to the expiration of the remaining portion of the current Term. Customer shall make all payments in United States dollars by credit card payment, wire transfer, or other electronic funds transfer of immediately available funds to such bank account designated in writing by Drug Free Guru.
   
9. Intellectual Property.
   9.1 Drug Free Guru shall retain sole and exclusive ownership of all Intellectual Property Rights in and to all documents, work
   product and other materials that Drug Free Guru delivers to Customer under the Agreement or in the course of performing the Services
   (collectively, the “Deliverables”), except for any Confidential Information of Customer or customer materials. Nothing in this Agreement shall be deemed a sale, assignment or other transfer of ownership in and to such Intellectual Property Rights. Notwithstanding the foregoing, Drug Free Guru licenses to the Intellectual Property Rights in the Deliverables to Customer on a nonexclusive, non-transferable, non-sublicenseable, basis for the sole purpose of permitting Customer to reasonably evaluate Drug Free Guru’s Drug Policy Platform during the Trial Term. Beginning with the Initial Term, Drug Free Guru licenses the Intellectual Property Rights in the Deliverables to Customer on a non-exclusive, non-transferable, non-sublicenseable basis so that Customer may reasonably use the Deliverables for Customer’s internal business purposes. In the event that Customer creates any software, including without limitation scripts intended to interface with Drug Free Guru’s Drug Policy Platform, Customer shall destroy all such software upon
   termination of this Agreement.
   
   9.2 In the event Customer and/or Authorized Users communicate or otherwise convey any suggestion, enhancement request, recommendation, correction or other feedback to Drug Free Guru, Customer shall be deemed to have granted to Drug Free Guru and its Affiliates a worldwide, perpetual, irrevocable, fully-paid-up, royalty-free license to use and incorporate such information into its services and products.
   
   9.3 Customer shall not copy, modify, distribute, sell, lease, or otherwise provide any third party with access to Drug Free Guru’s Drug Policy Platform. Customer shall not reverse engineer, decompile or otherwise attempt to access or extract the source code for Drug Free Guru’s Drug Policy Platform or any related software components.
   
10. Confidentiality.
    10.1 All Confidential Information disclosed by Customer to Drug Free Guru is confidential, solely for Drug Free Guru’s use in performing the Agreement and may not be disclosed or copied unless authorized by Customer in writing. Confidential Information does not include any information that (i) is or becomes generally available to the public other than as a result of Drug Free Guru’s breach of the Agreement, (ii) is obtained by Drug Free Guru on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information or (iii) Drug Free Guru establishes by documentary evidence, was in Drug Free Guru’s possession prior to Customer’s disclosure hereunder. Upon Customer’s request following the termination of this Agreement, Drug Free Guru shall promptly return all documents and other materials received from Customer which constitute or contain Confidential Information. Customer shall be entitled to injunctive relief for any violation of this Section. General
    
    10.2 All Confidential Information disclosed by Drug Free Guru to Customer is confidential, solely for Customer’s use of Drug Free Guru’s Drug Policy Platform, and may not be disclosed or copied unless authorized by Drug Free Guru in writing. Confidential Information does not include any information that (i) is or becomes generally available to the public other than as a result of Customer’s
    breach of the Agreement, (ii) is obtained by Customer on a non-confidential basis for a third party that was not legally or contractually restricted from disclosing such information or (iii) Customer establishes by documentary evidence, was in Customer’s possession prior to Customer’s disclosure hereunder. Notwithstanding the foregoing, Customer acknowledges that Drug Free Guru’s Drug Policy Platform, including the algorithms, methods and processes associated therewith, are Confidential Information. Upon Drug Free Guru’s request, Customer shall promptly return all documents and other materials received from Drug Free Guru. Drug Free Guru shall beentitled to injunctive relief for any violation of this Section.
    
    10.3 Notwithstanding anything to the contrary in this Section 10, Drug Free Guru may disclose Customer’s Confidential Information and the contents of this Agreement with its Affiliates and any purchaser or potential purchaser of all or substantially all the assets or equity securities of Drug Free Guru, provided such purchaser or potential purchaser has been informed of the confidential nature of the Confidential Information and is bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10. In addition, in no event may Drug Free Guru publish or use any advertising, sales promotion or publicity matter relating to services, materials, information, products and reports, concerning or furnished by Drug Free Guru, wherein Customer’s name, trademarks, service marks, tradenames or logos are mentioned or their identity implied, without the express, written consent of Customer in each instance.
    
11. Term and Termination; Survival.
    11.1 The Initial Term of the Agreement shall commence on the first day of the period so specified on the Plan Selection Form and end on the last date of such Initial Term so specified on the Plan Selection Form, unless earlier terminated pursuant to Section 11.2 or Section 11.3; provided, that this Agreement shall automatically renew for one (1) additional one (1)-year term following the expiration of the Initial Term or any subsequent term following the Initial Term (each such subsequent term, a “Renewal Term” and, together with the Initial Term, the “Term”), subject to Customer’s payment of the applicable Fees.
    
    11.2 Either party, in its sole discretion, may terminate the Agreement at any time without cause, and without liability (except, with respect to Customer, for required payment for Services rendered, and reimbursement for authorized expenses incurred, by Drug Free Guru prior to the termination date), by providing at least thirty (30) days’ prior written notice to the other party. Upon termination of this Agreement by Customer pursuant to the terms of this Section 11.2, Customer shall not be entitled to a refund of Fees paid by Customer, subject to Drug Free Guru’s reasonable discretion.
    
    11.3 Either party may immediately terminate the Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (i) materially breaches the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) Business Days after receipt of written notice of
    such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within ten (10) Business Days or is not dismissed or vacated within sixty (60) days after filing; (iv) is dissolved or liquidated or takes any corporate
    action for such purpose; or (v) makes a general assignment for the benefit of creditors or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    
    11.4 Upon the expiration or termination of the Agreement for any reason, Drug Free Guru shall promptly: (i) deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Drug Free Guru in the course of performing the Services for which Customer has paid; (ii) return to Customer all Customer-owned property, equipment or materials in
    its possession or control; (iii) remove any Drug Free Guru -owned property, equipment or materials located at Customer’s locations; (iv) deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information; (v) provide reasonable cooperation and assistance to Customer upon Customer’s written request in transitioning the Services to an alternate Drug Free Guru; and (f) on a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
    
    11.5 The rights and obligations of the parties set forth in this Section 11 and Section 10, Section 14, Section 18.1, Section 18.5, and Section 18.7, and any right or obligation of the parties in the Agreement which, by its nature, should survive the termination or expiration of the Agreement, shall survive any such termination or expiration of the Agreement.
    
12. Public Announcements. Drug Free Guru shall not use Customer’s trademarks, service marks, trade names, logos, symbols or brand names for any purpose other than in connection with the marketing, advertising and promotion of Drug Free Guru’s business (including in Drug Free Guru’s promotional and marketing materials) without the prior written consent of Customer.
    
13. Independent Contractor. Drug Free Guru will provide the Services to Customer hereunder in the capacity of an independent contractor and not as an employee or agent of Customer. Drug Free Guru has no authority to commit, act for or on behalf of Customer or to bind Customer to any obligation or liability. Drug Free Guru shall not be eligible for and shall not receive any employee benefits from Customer and shall be solely responsible for the payment of all taxes, Federal Insurance Contributions Act (FICA) taxes, federal and state unemployment insurance contributions, state disability premiums and all similar taxes and fees relating to any fees or compensation earned by Drug Free Guru hereunder.
    
14. Representations and Warranties
    14.1 Each party represents to the other party that: (i) it has all necessary power and authority to enter into the Agreement; and (ii) the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
    
    14.2 Drug Free Guru warrants that it will perform the Services in a professional and workmanlike manner consistent with generally
    accepted industry practices.
    
    14.3 CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS SELECTION AND USE OF THE DRUG POLICY PLATFORM, DOCUMENTATION, DELIVERABLES AND CONTENT TO MEET ITS NEEDS. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM USE OF THE DRUG POLICY PLATFORM, DOCUMENTATION, DELIVERABLES OR CONTENT, INCLUDING THE COMPLETENESS, ACCURACY, AND CONTENT OF SUCH RESULTS AND THE CONCLUSIONS DRAWN FROM SUCH USE. DRUG FREE GURU DOES NOT REPRESENT OR WARRANT THAT THE DRUG POLICY PLATFORM, DOCUMENTATION, DELIVERABLES OR CONTENT WILL MEET THE REQUIREMENTS OR BUSINESS NEEDS OF CUSTOMER, THAT THE DRUG POLICY PLATFORM’S, DOCUMENTATION’S, DELIVERABLES’ OR CONTENT’S OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRUG FREE GURU DISCLAIMS ALL OTHER WARRANTIES UNDER THE AGREEMENT, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, SATISFACTORY QUALITY OR ACCURACY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DRUG FREE GURU DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS OR BY ANY OTHER PROVIDERS OF THIRD PARTY SERVICES.
    
15. Indemnification.
    15.1 Customer shall indemnify, defend and hold harmless Drug Free Guru and its officers, directors, employees, agents, successors and permitted assigns (collectively, the “Drug Free Guru Indemnified Parties”) from and against any and all Losses incurred by a Drug Free Guru Indemnified Party relating to, arising out of or resulting from (i) Customer’s breach of any of its representations, warranties, covenants or obligations set forth in the Agreement, (ii) any claim of a third party that Customer’s delivery of any Customer Data to Drug Free Guru, or Drug Free Guru’s use thereof, infringes the Intellectual Property Rights of such third party, or (iii) any third party claims for products liability arising out of or related to use of Customers products.
    
16. Remedies. If Customer violates any provision of the Agreement, Drug Free Guru shall, in addition to any damages to which it is entitled, be entitled to seek immediate injunctive relief against Customer prohibiting further actions inconsistent with Customer’s obligations under the Agreement. To the extent a party is required to seek enforcement of the Agreement or otherwise defend against
    an unsuccessful claim of breach, the non-prevailing party shall be liable for all attorney’s fees and costs incurred by the prevailing party
    to enforce the provisions of the Agreement. All rights and remedies provided in the Agreement are cumulative and not exclusive, and
    the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Despite the previous
    sentence, the parties intend that Drug Free Guru’s right to damages equal to its earned but unpaid Fees is Drug Free Guru’s exclusive
    remedy for Customer’s payment breach.
    
17. Limitation of Liability. In no event shall Drug Free Guru be liable to Customer or to any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not Drug Free Guru has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall Drug Free Guru’s aggregate liability arising out of or related to the Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to Drug Free Guru pursuant to the Agreement.
18. Miscellaneous.
    18.1 Entire Agreement. The Agreement including and together with any related exhibits, schedules, addenda, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between these Terms and the terms and conditions of the Plan Selection Form, or any related exhibits, schedules, addenda, attachments and appendices, the terms and conditions of these Terms shall supersede and control.
    
    18.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Agreement must be in
    writing and addressed to the other party at its address, email address or facsimile number set forth in the Plan Selection Form. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid) or by email or facsimile (provided confirmation of transmission is mechanically or electronically generated and received by the sending party). Except as otherwise provided in the Agreement, a notice
    is effective only (i) on receipt by the receiving party, and (ii) if the party giving the notices has complied with the requirements of this
    Section 18.2.
    
    18.3 Severability. If any term or provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid,
    illegal or unenforceable, the parties shall negotiate in good faith to modify the Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    
    18.4 Amendments and Waivers. No amendment to, or modification of or rescission, termination or discharge of the Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions of the Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilegehereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    
    18.5 Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Agreement without the prior written consent of Drug Free Guru, which consent shall not be unreasonably, withheld, conditioned or delayed. Any purported assignment or delegation in violation of this 18.5 shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations hereunder. Drug Free Guru may at any time assign or transfer any or all of its rights or obligations under theAgreement to any affiliate or to any entity acquiring all or substantially all of Drug Free Guru’s assets or business without Customer’s prior written consent.
    
    18.6 Successors and Assigns; No Third Party Beneficiaries. The Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns. The Agreement benefits solely the parties and their respective successors and permitted assigns and nothing in the Agreement, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
    
    18.7 Governing Law; Jurisdiction; Waiver of Jury Trial. The Agreement, including all exhibits, schedules, addenda, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to the foregoing, are governed by and are to be construed in accordance with the laws of the State of Florida, without regard to the conflict of laws provisions thereof to the extent such
    principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoeveragainst the other party in any way arising from or relating to the Agreement, including all exhibits, schedules, addenda, attachments and appendices attached hereto and thereto, and all contemplated transactions, in any forum other than the state and federal courts of the State of Florida, in each case sitting in Miami-Dade County. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the state and federal courts of the State of Florida, in each case sitting in Miami-Dade County. Each party agrees that a final judgment in any such 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. Each party acknowledges that any controversy that may arise under the Agreement, including exhibits, schedules, addenda, attachments and appendices attached to the Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement, including any exhibits, schedules, addenda, attachments or appendices attached to the Agreement, or the transactions contemplated hereby.
    
    18.8 Counterparts; Electronic Signature. The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 18.2, a signed copy of the Agreement delivered by facsimile, email .pdf or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.
    
19. Force Majeure. Any delay or failure of either party to perform its obligations under the Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party’s control, without such party’s fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, governmental acts or omissions, changes in laws or regulations, national strikes, fire) (each, a “Force Majeure Event”); provided that the parties stipulate that Force Majeure Events shall not include the novel coronavirus Covid-19 pandemic. Drug Free Guru’s financial inability to perform, changes in cost or availability of materials, components or services, market conditions or supplier actions or contract disputes will not excuse performance by Drug Free Guru under this Section 19. Drug Free Guru shall give Customer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Drug Free Guru shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under the Agreement.