You and PrimeDrug Testing LLC, a California limited liability company d/b/a DrugTestingSites.com, with its principal place of business at 143 Darcy Parkway, Lathrop, CA 95330 ("Company," "we," or "us"), have entered into these terms of use. The following terms and conditions, as well as any documents they expressly incorporate by reference (collectively, the "Terms of Use"), govern your access to and use of https://www.DrugTestingSites.com/, including any content, functionality, and services offered on or through the website (the "Website"), whether you are a guest or a registered user.
Before commencing your use of the Website, it is imperative that you thoroughly review the Terms of Use. These Terms of Use and our Privacy Policy ("Privacy Policy"), which can be accessed at https://www.DrugTestingSites.com/privacy-policy/, are incorporated herein by reference. By using the Website, you agree to be bound by these terms. If you are unwilling to consent to these Terms of Use or the Privacy Policy, you are prohibited from accessing or utilizing the Website.
Users who are 18 years of age or older and are residents of the United States or any of its territories or possessions are granted access to this Website. You represent and warrant that you are of legal age to enter into a binding contract with the Company and that you satisfy all of the aforementioned eligibility criteria by accessing this Website. If you do not satisfy all of these prerequisites, you are prohibited from accessing or utilizing the Website.
We reserve the right to periodically revise and amend these Terms of Use at our discretion. All modifications are immediately effective upon their publication and are applicable to all subsequent access to and use of the Website. Nevertheless, any modifications to the dispute resolution provisions in Governing Law and Jurisdiction or Arbitration will not be applicable to any disputes for which the parties have actual notice prior to the date of the change being posted on the Website.
Your continued use of the Website following the publication of the revised Terms of Use indicates that you acknowledge and consent to the modifications. You are required to review this page each time you access this Website to ensure that you are informed of any modifications, as they are legally binding.
We reserve the right to withdraw or amend this Website, as well as any service or material we provide on the Website, at our sole discretion and without prior notice. We shall not be held accountable in the event that the Website is unavailable at any time or for any duration. From time to time, we may impose restrictions on the Website, either in certain areas or the entirety, for users, including registered users.
You are accountable for both:
In order to gain access to the Website or certain resources, you may be required to submit specific registration information or other data. Your use of the Website is contingent upon the accuracy, currency, and comprehensiveness of all information you submit. You acknowledge that our Privacy Policy (located at https://www.DrugTestingSites.com/privacy-policy/) governs all information you submit to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website. You consent to all actions we take with respect to your information that are consistent with our Privacy Policy
Should you select or receive a username, password, or any other piece of information as part of our security protocols, you are required to maintain the confidentiality of this information and refrain from disclosing it to any other individual or entity. You also acknowledge that your account is personal to you and agree not to grant any other individual access to this Website or any of its components using your username, password, or other security information. Your agreement is to promptly notify us of any unauthorized access to or use of your username or password, as well as any other security violation. Additionally, you consent to exiting your account at the conclusion of each session. Use extra caution when accessing your account from a public or shared computer to prevent others from viewing or recording your password or other personal information
At our sole discretion, we reserve the right to disable any username, password, or other identifier, whether selected by you or provided by us, for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use
The Website and its entirety, including but not limited to all information, software, text, displays, images, video, and audio, as well as the design, selection, and arrangement thereof, are the property of the Company, its licensors, or other providers of such material. They are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You are prohibited from reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting any of the material on our Website, with the exception of the work product that we provide to you under a services agreement or similar agreement. Your computer may temporarily store copies of these materials in RAM as a result of your accessing and viewing them. Files that are routinely cached by your web browser for the purpose of enhancing their appearance may be stored. In the event that we offer desktop, mobile, or other applications for download, you are permitted to download a single copy to your computer or mobile device, provided that you comply with our end user license agreement for these applications
It is imperative that you refrain from:
To request the use of any material on the Website beyond the scope of this section, please send your request to info@drugtestingsites.com
Your right to use the Website will be immediately terminated and you must, at our discretion, return or destroy any copies of the materials you have made. This will occur if you print, reproduce, modify, download, or otherwise use or provide any other person with access to any part of the Website in violation of the Terms of Use. No right, title, or interest in or to the Website or any content on the Website is conveyed to you, and the Company reserves all rights that are not expressly granted. Any use of the Website that is not explicitly authorized by these Terms of Use is a violation of these Terms of Use and may violate copyright, trademark, and other laws
The trademarks of the Company or its affiliates or licensors include the Company name, the terms Prime Drug Testing, DrugTestingSites.com, and the Company logo, as well as all related names, logos, product and service names, designs, and slogans. The Company's prior written consent is required before the use of such marks. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective proprietors
The Website may be utilized exclusively for lawful purposes and in compliance with these Terms of Use. You consent to refrain from utilizing the Website:
Furthermore, you consent to refrain from:
The Website may include message boards, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that enable users to post, submit, publish, display, or transmit content or materials (collectively, "User Contributions") to other users or other individuals (hereinafter, "post").
The Content Standards outlined in these Terms of Use must be adhered to by all User Contributions. Any User Contribution that you submit to the site will be regarded as non-proprietary and non-confidential. You grant us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose any such material to third parties for any purpose by providing any User Contribution on the Website
You affirm and guarantee that:
We are entitled to:
These content standards are applicable to all User Contributions and the use of Interactive Services. User Contributions must be in full compliance with all relevant federal, state, local, and international laws and regulations. User Contributions are prohibited from:
Please contact us for instructions on how to submit a notice of copyright infringement if you suspect that any User Contributions infringe upon your copyright. The Company's policy is to terminate the user accounts of repeat infringers
The information provided on or through the Website is intended for general informational purposes only. We do not guarantee the accuracy, completeness, or utility of this information. Any reliance you place on this information is solely at your own peril. We expressly disclaim all liability and responsibility that may result from any reliance on these materials by you, any other visitor to the Website, or any individual who may have been notified of their contents. This Website may contain content provided by third parties, such as materials provided by other users, commentators, and third-party licensors, syndicators, aggregators, and/or reporting services. The opinions and responsibility of the individual or entity who provided the articles, responses to queries, and other content, other than the content provided by the Company, are solely theirs. The Company's perspective is not necessarily reflected in these materials. We are not accountable or liable to you or any third party for the accuracy or content of any materials provided by any third parties
The content of this Website may be updated periodically; however, it is not guaranteed to be current or exhaustive. We are not obligated to update any of the material on the Website, as it may be outdated at any given time
Our Privacy Policy governs all data that we accumulate on this Website. You acknowledge that all actions taken by us with respect to your information are in accordance with the Privacy Policy by using the Website
You are permitted to establish a link to our homepage, provided that you do so in a manner that is both fair and legal, and does not harm or exploit our reputation. However, you must not establish a link in a manner that implies any form of association, approval, or endorsement on our part without our express written consent
This website may offer specific social media features that allow you to:
You are permitted to utilize these features exclusively in the manner in which they are provided by us, with respect to the content with which they are displayed, and in accordance with any supplementary terms and conditions we may provide with respect to such features. In accordance with the aforementioned, it is prohibited to:
The Website's proprietor is situated in the State of California, United States. The use of this Website is restricted to individuals residing in the United States. We do not assert that the Website or any of its content is appropriate or accessible outside of the United States. Certain individuals or countries may be prohibited from accessing the Website. Accessing the Website from a location outside the United States is solely at your own risk and is subject to local laws
Please be advised that we are unable to and do not provide a guarantee or warranty that the files available for download from the internet or the Website will be free of viruses or other destructive code. You are accountable for the implementation of adequate procedures and milestones to meet your specific needs in terms of data input and output accuracy and anti-virus protection, as well as for the preservation of a method for the reconstruction of any lost data that is not accessible on our site
WE DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, TO THE FULLEST EXTENT PROVIDED BY LAW. THE Aforementioned DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW .
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The aforementioned limitation of liability does not apply to liability that arises from our willful misconduct or egregious negligence.
THE ABOVE DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You hereby consent to the defense, indemnification, and holding harmless of the Company, its affiliates, licensors, and service providers, as well as their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise out of or relate to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website
All disputes or claims arising from or related to the Website and these Terms of Use, including non-contractual disputes or claims, shall be governed and construed in accordance with the internal laws of the State of California, without regard to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Although we reserve the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Stockton and County of San Joaquin. Any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts are waived by you.
Company reserves the right to require you to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law, at its sole discretion.
The commencement of any cause of action or claim that may arise out of or related to these terms of use or the website must occur within one (1) year of the cause of action arising. Failure to do so will result in the permanent barring of such cause of action or claim.
The Company's failure to assert a right or provision under these Terms of Use shall not be construed as a waiver of such right or provision, nor shall it be considered a further or continuing waiver of such right or provision or of any other term or condition.
If a court or other tribunal of competent jurisdiction determines that any provision of these Terms of Use is invalid, illegal, or unenforceable for any reason, the provision will be eliminated or restricted to the minimum extent necessary to ensure that the remaining provisions of the Terms of Use continue in full force and effect.
The Terms of Use and our Privacy Policy are the exclusive and comprehensive agreement between you and Prime Drug Testing with respect to the Website. They supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
The operator of this website is Prime Drug Testing LLC, a California limited liability company that operates under the name DrugTestingSites.com. The company's principal place of business is located at 143 Darcy Parkway, Lathrop. CA 95330.
Please direct any additional feedback, comments, requests for technical support, or other communications regarding the Website to info@drugtestingsites.com.
For the FMCSA Enrollment Plan:
If I choose to rescind my $199.00 enrollment order before specimens are collected at a patient service center, I will receive a refund of $129.00 for the fees that were paid. This refund is due to direct expenses associated with the account setup process. In the event that I wish to cancel my enrollment for $99.00, I will receive a refund of 39.00 of the fees paid. This refund is due to direct expenses associated with the account setup procedure. After the specimen is collected at a donor service center, refunds will not be issued as a result of the direct expenses associated with specimen collection, supplies, employee time, and courier services.
Opting out
If at any time you wish to stop receiving SMS messages from us, simply reply to the text with "STOP.” You may receive an SMS message confirming your opt out.
Message and Data Rates
Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.
Support
If you have any questions or need assistance regarding our SMS communications, please email us at info@drugtestingsites.com
This Master Services Agreement (this "Agreement") is entered into on 11/06/2024 (the "Effective Date") by and between Prime Drug Testing LLC, a California limited liability company d/b/a DrugATestingSites.com, with its principal place of business at 143 Darcy Parkway, Lathrop, CA 95330 (the "Company"), and the customer identified in the signature line below (the "Customer"). Subsequently, the parties may be referred to as the "parties," with each party being a "party."
WHEREAS, the Company provides drug and alcohol testing facilitation services in its capacity as a Consortium/Third Party Administrator (C/TPA), as defined in Title 49 Code of Federal Regulations Part 40 (§40.3), on behalf of customers regulated by the United States Department of Transportation (DOT) or by similar state or federal agencies.
WHEREAS, Customer employs specific employees and/or contractors ("Employees") who are responsible for safety-sensitive functions in industries that are regulated by the DOT or a similar state or federal agency. These employees are subject to pre-employment, ongoing, and circumstances-driven random drug and alcohol testing.
WHEREAS, Customer is interested in utilizing the Company's services to facilitate the random drug and alcohol testing of its eligible employees, as well as to provide other services related to the Company's compliance obligations under 49 C.F.R. Part 40
Definitions are outlined in Section 1.01. For the purposes of this Agreement, the following terms shall be defined as follows:
The term "Agency" or "Agencies" refers to one or more regulatory or supervisory agencies in the United States to which the Customer is obligated to fulfill reporting or compliance obligations. This includes, as applicable, the FAA and FMCSA.
The term "Applicable Law" refers to the laws that are applicable to Customer as a result of its industry and the employment of safety-sensitive employees. This includes, but is not limited to, the Code of Federal Regulations (e.g., 49 CFR Part 40, 49 CFR Part 383, etc.) and other pertinent state and federal laws, regardless of whether they were promulgated prior to or during the term of this Agreement.
"Safety-sensitive" in relation to Customer's employees shall refer to (i) drivers who operate a commercial motor vehicle in commerce in any state for the purposes of the FMCSA, and (ii) any individual responsible for performing one or more safety-sensitive functions enumerated as safety-sensitive by the FAA from time to time. A "safety-sensitive" employee shall encompass all individuals who are actively performing, prepared to perform, and/or immediately available to perform any safety-sensitive duty, as pertinent, in each instance.
The term "Services" shall refer to any drug and alcohol testing facilitation services, as well as similar services that are more specifically described in Section 3.01, that the Company expressly commits to performing under this Agreement. The Parties may mutually agree in writing to modify, expand, or contract such services over time
Section 2.01 pertains to the terms of the agreement. Unless terminated by either party in accordance with Section 2.02, the term of this Agreement (the "Term") will continue in perpetuity.
Termination is addressed in Section 2.02. The parties have the option to terminate this Agreement in the following manner:
(a) Termination for Customer Convenience. On written notice to the Company, customers may terminate this Agreement immediately for your convenience.
(b) Termination for Convenience (Company). Company may terminate this Agreement and suspend all Services provided hereunder upon thirty (30) days' prior written notice, which may be provided via email.
(c) Termination for Cause. (i) If the other party breaches a material term of this Agreement and fails to cure the same within three (3) business days of receiving written notice from the aggrieved party of the breach (unless such party is afforded a shorter cure period under this Agreement), or (ii) immediately if the other party ceases operation, dissolves, or commences any bankruptcy, receivership, or other procedure for the relief from creditors, either party may terminate this Agreement for cause at any time. For the purposes of this Section 2.2(c), customer's payment obligations of any kind shall be considered a "material term," and the Company shall be entitled to promptly terminate this Agreement in the event of a breach.
The consequences of termination are detailed in Section 2.03. The "Termination Date" shall be the final date of the Term of this Agreement, which has been terminated in accordance with this Article 2. Despite any provisions to the contrary in this Agreement, the Company is obligated to provide the Customer with any unremitted employee test results, evidence of employee testing, annual or other regular testing that has not yet been delivered. Alternatively, the Company shall promptly transfer all such employee and related records in its possession to a substitute C/TPA appointed by the Customer at the parties' mutual election and at the expense of the Customer (which shall refer to the Company's reasonable administrative costs, to the extent permitted under Applicable Law). The Company is obligated to maintain all records in its possession that are required to be maintained under Applicable Law for the duration specified in this Section 2.03, despite the termination of this Agreement and the operation of this Section 2.03. This includes, but is not limited to, annual reports submitted to any Agency and other records related to the testing process or training
Company Services are detailed in Section 3.01. The following services (the "Services") will be provided to the Customer by the Company during the Term. The Customer may request each service through the Company's online service portal (the "Portal"), by telephone, or through any other channel in which the Company accepts requests for Services.
(a) Testing conducted prior to employment. The Company will be responsible for coordinating pre-employment testing for prospective and newly-hired employees that the Customer has identified through the Portal, in accordance with the applicable law. For the purposes of this Section 3.01(a), pre-employment testing shall encompass the testing of current Customer employees who are transitioning to a Safety-sensitive position or performing Safety-sensitive functions and have not previously been subject to drug or alcohol testing under Applicable Law (subject to Section 3.01(h)). Customers are solely accountable for determining whether a prospective, new, or transferred employee is required to undergo pre-employment testing in accordance with Applicable Law. This includes determining whether the functions to be performed or the position to be filled by the employee are classified as safety-sensitive.
(b) Employee Testing at Random. Company shall coordinate quarterly random drug and alcohol testing of the Safety-sensitive employees of the Customer identified by the Customer through the Portal, by telephone, or otherwise (the "Employee Pool") in accordance with Applicable Law (i.e., January 1st, April 1st, July 1st, October 1st). The company will employ randomizing software that has been deemed compliant by the DOT or other relevant state or federal agencies. To the best of the company's ability, a strictly random drawing will be conducted from the Employee Pool (or from a broader consortium of third-party test candidates, as applicable). This pool shall include all personnel subject to testing, including, but not limited to, temporary and seasonal employees.. In the event that the Customer is regulated by more than one agency, the Company may assign all Employees to the same Customer Pool or Consortium Pool at its discretion. The Company will notify the Customer of the random employee selection via text message at the Customer's request. These messages will have the same effect as those delivered through the Portal, by mail, or in any other manner. The customer is accountable for all fees and expenses that are associated with the receipt of text messages. Customers have the option to decline text-based notifications at any time by informing the Company of their intention in the manner outlined in Section 8.03. The company will determine the employees who have been chosen for random drug or alcohol testing on a Customer Pool or Consortium Pool basis in the following manner:
(i) Customer Base. In the event that the Customer has a list of qualifying Safety-sensitive employees and contractors that consists of ten (10) or more individuals, the Company shall establish a random pool of such individuals to the exclusion of all third parties (a "Customer Pool") upon mutual agreement by the parties. At the rates of selection outlined in Sections 4.01 and 4.02, the Company will exclusively conduct random employee selections from this Customer Pool.
(ii) Consortium Pool. The Company may consolidate safety-sensitive employees from one or more employers or DOT-regulated industries (e.g., commercial transportation and aviation) into a single random pool (each, a "Consortium Pool") in accordance with 49 CFR 40.347 and other Applicable Law. If the Customer has fewer than ten (10) qualifying employees or contractors in its Employee Pool, the Company will automatically designate them to a Consortium Pool for random selection.
(c) Testing for Reasonable Suspicion. The Company shall coordinate the testing of Employees when prompted by the Company's suspicion of drug and/or alcohol abuse or consumption, as provided under Applicable Law. The determination of suspicion by the Customer must be substantiated by a supervisor's observations in accordance with DOT guidance, including; but not limited to, then-current U.S. Guidance for Drug and Alcohol Supervisor Training at the Department of Transportation. The Company is not liable for the failure of the Customer to promptly initiate Employee testing in response to reasonable suspicion of alcohol or drug use, as required by Applicable Law, for the misapplication of metrics and parameters to suspicious activities, or for any other Customer error or oversight relating to its Employees under this Section.
(d) Post-accident testing. The post-accident testing of Customer's employees shall be coordinated by the Company in accordance with the applicable law, as requested by the Customer from time to time. The Company is not obligated to initiate any post-accident testing unless requested by the Customer, nor is it obligated to independently verify the reasonableness of the Customer's suspicions.
(f) Follow-up Testing and Return to Duty. The Company is responsible for coordinating the "return to duty" and "follow-up" testing of Customer's Employees in accordance with the applicable law, as requested by the Customer from time to time.
(f) The nature of coordination and the utilization of the portal. For the purposes of Section 3.01, all references to "coordination" of drug and alcohol testing shall refer to the following: the facilitation of employee scheduling for drug and alcohol testing, the maintenance of an accurate geographic list of qualifying testing labs, and similar services. These services will be provided through the Portal, or by telephone or other means of correspondence at the Company's sole discretion.
(g) Employees who have been transferred. The Company will include the new employees of the Customer in the Portal and the Employee Pool. This includes employees who have been transferred from another employer that is regulated by the Agencies and have undergone drug and/or alcohol testing within the thirty (30) day period prior to their arrival. Onboarding to the Portal shall be conducted in accordance with the procedures outlined in Section 3.01(a) for all other employees.
(h) Certificates of Enrollment; Signup and Onboarding; Related Documents. Company shall enroll Customer into its Portal within a commercially reasonable period of time (but in any event, within two (2) calendar weeks) upon Customer's execution of this Agreement and the satisfaction of any conditions precedent (including the payment of any advanced Service Fees). During this onboarding process, the Company will furnish the Customer with a certificate of enrollment, an employee education guide, and any other documents that the Company is obligated to provide to the Customer under Applicable Law, such as a C/TPA, provided that all applicable prior conditions have been met by the Customer.
(i) Observance of any applicable laws. The company shall have the freedom to perform any other services that are contemplated by or required by the applicable law. Such Services shall not be interpreted as a breach of this Agreement or as a commitment to perform such Services for Customer on an ongoing basis (during or after the Term), except where required by Applicable Law. Service Exclusions, Section 3.02. The following services are not the responsibility of the Company under this Agreement: (a) Compliance with customer requirements. The Company is not liable for the provision of drug or alcohol supervision or testing policies to the Customer, or for the enforcement of any of the Customer's policies, practices, or procedures, including, but not limited to: (i) ensuring that the educational materials, policies, and procedures provided by the Customer to its employees meet the minimum requirements set forth by Applicable Law, or ensuring that the employee signs statements acknowledging receipt of the materials. (ii) guaranteeing that administrators are trained in accordance with the applicable law (e.g., 49 C.F.R. §382.603); (iii) verifying that the Customer is exempt from supervisory obligations as an owner-operator; (iv) adhering to the requirements to discontinue the administration of post-accident testing after the time periods specified under Applicable Law (e.g., within 8 hours for alcohol testing and 32 hours for drug testing under FMCSA regulations); and (iv) any other statutes that may be applicable to the Customer or its employees.
(b) Scheduling of Tests. Company shall maintain records of Customer's training regimen and schedule in accordance with Article V. However, Company shall not be held accountable for verifying that Customer's employees have scheduled or completed their tests in a manner that satisfies or is likely to satisfy Customer's quarterly, annual, or other testing obligations, as applicable. The company is not liable for reminding the employees of the customer to schedule testing appointments or take any other compliance measures.
(c) Intermediary services are prohibited. The Company will not act as an intermediary in the transmission of drug test results from the laboratory to the MRO, will not accept test results directly from a laboratory, and will not transmit drug test results directly to the Customer from the laboratory. Section 3.03 pertains to service fees. In accordance with the Company's then-current fee schedule, which is incorporated herein by reference, the Company will charge the Customer fees for the Services requested by the Customer from time to time (the "Service Fee(s)"). The Company is authorized to modify its Service Fees at any time by providing written notice of thirty (30) days (which may be via email) and unilaterally updating its fee schedules without requiring the Customer's assent to amend this entire Agreement. The Company's sole remedy in the event of any modification to the Service Fees is to terminate this Agreement in accordance with Article II. Suspension of Services; Billing and Invoicing; Section 3.04. The Company reserves the right to invoice the Customer for the Service Fees in advance or in arrears, with or without automatic invoicing, as outlined in this Section 3.04. The Company shall have the exclusive right to determine the estimated Service Fees for invoices to be paid in advance of the Services using any methodology it deems appropriate, including, but not limited to, the number of Employees in the Company's Portal account and the categories of Services requested. All Services Fees are due and payable in full within thirty (30) calendar days when the Customer is invoiced in arrears. Any sum that remains unpaid when it is due under this Section 3.04 will accrue interest at a rate of one and one-half percent (1.5%) per month, or the utmost rate of interest permitted under the usury laws that apply to Customer, whichever is lower. Company shall be permitted to promptly suspend its Services in response to any delinquent payment of the Service Fees and, in its sole discretion, terminate this Agreement under Section 2.02(b) except where prohibited by Applicable Law
The Company will invoice the Customer using one or more of the following methods: Prepayment: The customer is required to submit payment in advance for all Services that the company is to provide under this agreement. Before the Company commences any Services, including enrollment as described in Section 3.01(i), the Customer is required to submit an initial advance deposit in a sum that the Company may establish from time to time at its sole discretion. This deposit will be debited from the Customer's account. The Company is not obligated to perform any Services or complete Services that have been initiated but not yet paid for in full, unless the Customer makes full payment in advance. The company may request supplemental deposits in the event that deposit funds are depleted, new services or employees are added to the customer's account, or for any other reason. Net 30 Payment: The Company will invoice the Customer for the Services on a monthly basis, with all payments due in full within thirty (30) calendar days. Credit Card Auto-Pay: The Company will invoice the Customer for the Services on a monthly basis, or as the Services are rendered, at the Company's sole discretion. All payments will be charged against the Customer's credit card that is on file with the Company. The customer is solely responsible for ensuring that the credit card designated for automatic payments under this invoicing method is current. Company reserves the right to suspend its Services, bill Customer in arrears, demand immediate payment by alternative means, or take any other lawful actions it deems appropriate under the circumstances to resolve any outstanding invoice in the event that Company is unable to charge Customer's card on file and Customer fails to provide Company with a replacement card within a five (5) business day period.
Section 3.05: Payment Method. The customer is responsible for paying any invoice by credit card, ACH transaction, wire transfer, or any other method that the parties agree upon when it is due. The Company is authorized to recover reasonable credit card processing fees from the Customer in addition to the Service Fees, as applicable.
Section 3.06 pertains to the utilization of the Portal. Company shall implement commercially reasonable safeguards to safeguard information transmitted through the Portal; however, it cannot ensure that its security protocols are impenetrable. The company cannot guarantee that third parties will not intercept, alter, compromise, or exploit customer information. The customer is accountable for safeguarding the confidentiality of any Portal username and password that have been assigned to them. The Company is not liable for the authorized use of the Portal that is the result of the Customer's failure to adequately secure its access information.
Invoice Text Message Notifications (Section 3.07). Instead of receiving mailed invoices, the customer has the option to receive invoice payment notifications and reminders via text message at a number that the customer specifies. When the Company sends text messages in accordance with this Section, they are considered to have been received. The customer is accountable for all fees and expenses that are associated with the receipt of text messages. The customer has the option to discontinue receiving text-based notifications at any time by informing the company of their intention in the manner outlined in Section 8.03
Standards for Random Alcohol Testing are outlined in Section 4.01. The rate of random alcohol tests administered to Customer's Employees shall be in accordance with the Agency rules applicable to the Employees, as specified below: (a) for Employees regulated under the FMCSA, ten percent (10%); (b) for the FAA, ten percent (10%); and (c) for all other Agencies, in accordance with the current Random Rate Federal Register Notice, incorporated herein by reference, as it may be amended from time to time.
Standards for Random Drug Testing, Section 4.02. The rate of random drug tests administered to Customer's Employees shall be in accordance with the Agency rules applicable to the Employees, as specified below: (a) fifty percent (50%) for Employees regulated under the FMCSA; (b) twenty-five percent (25%) for Employees regulated under the FAA; and (c) in accordance with the current Random Rate Federal Register Notice, incorporated herein by reference, as it may be amended from time to time.
Section 4.03 specifies the standards for randomization. The Company shall establish a pool of employees that are subject to randomization, utilizing the list of employees that the Company has made available to it through the Portal (or as otherwise provided to the Company). The Company is not obligated to independently verify the accuracy of any employee list and is permitted to rely on the active list of employees on the Portal. The minimum standards for scientific validity established by the DOT from time to time (e.g., random-number tables, computer-based random number generators traceable to specific employees) must be met by the tools used by the Company to randomize its sampling of Customer Employees. Examples of such tools include software, algorithms, and other methodologies. The customer shall not be entitled to inspect these randomization tools (including the software they are constituted of), demand their modification, or request an independent evaluation of the accuracy of the Company's randomization tools. The more stringent of the several applicable Agency standards shall be applied to the Customer's Employee Pool when Employees are placed in an Employee Pool or Consortium Pool that includes employees regulated by multiple Agencies. The customer specifically acknowledges that all employees are replaced into the random pool after each selection period. Consequently, any given employee may be selected for testing multiple times, even if they have recently tested.
Section 4.04 Approved and Alternate Collection Sites and Testing Laboratories. Through the Portal, the Company will direct the employees of the Customer to one of several urine and/or breath collection sites that have been approved by the relevant agency to collect or receive urine and breath samples. These collection sites will either conduct screenings or send the samples to a third-party laboratory for testing and screening. The customer acknowledges that the company shall not be obligated to independently verify the credentials of its third-party sites or laboratories, beyond confirming the DOT's certification of the site or laboratory to conduct the sample collection and/or testing. The Customer shall have the discretion to direct their Employees to a qualified collection site or laboratory of their choosing outside the Portal. However, the Customer shall be solely responsible for all costs and expenses incurred by such election, including processing and administrative fees levied by the Company. The Company is not obligated to provide any coordination-related Services with respect to samples that are directed to sites or laboratories outside the Portal, including follow-up procedures. The Customer agrees to assume all responsibility for these matters, unless the Parties otherwise agree in a separate writing, which may be by email. If Customer chooses to utilize an alternative approved laboratory, it must be one of the following, or the Company will not be obligated to provide any services to the Customer with respect to that Employee:
QUEST DIAGNOSTICS LABORATORY CORPORATION OF AMERICA ALERE LABS
Testing Procedures are detailed in Section 4.04. Third-party sample collection sites and laboratories are required to establish their own procedures and practices regarding, among other things, the criteria for establishing diluted samples, invalid specimens, substituted samples, acceptable levels of adulterants, storage and retention of specimens, and recordkeeping obligations. The Company is not accountable for the compliance of any third-party site or laboratory with Applicable Law. Any actions, claims, damages, or grievances that Customers may have against such third parties should be directed purely at the third party in question.
Tests that have been canceled are detailed in Section 4.05. The customer is solely responsible for instructing its employees to promptly provide an alternative testing specimen in the event that a test result is canceled and a negative result is required. Although the Company will not charge the Customer for testing errors caused by the actions of third-party collectors, labs, or other similar parties, the Customer shall be responsible for any costs and charges that result from the actions of the Customer's Employees. This includes, but is not limited to, specimen adulteration or any other factors that result in an inconclusive or canceled test. The Company will issue a bill to the Customer for these costs. Company shall have the right to determine, in its sole reasonable discretion, whether Employee error or conduct is the proximate cause of any such canceled or inconclusive test result.
Section 5.01: Reporting Test Results. The Company shall promptly furnish the Customer with the information, which may include a copy of each drug or alcohol test performed for an Employee, through the Portal, as written evidence of the test and its result, upon receipt of any positive, negative, or canceled test result from the MRO (including the refusal of an Employee to submit to testing). In the event that the Customer receives any test results directly from the MRO or otherwise, the Customer shall promptly forward them to the Company for recordkeeping purposes.
Section 5.02 pertains to annual and recurring reports. The Company shall furnish the Customer with an annual report of testing, which will include an aggregate statistical summary of the results, and remit a copy of the report to the U.S. for the duration of the Term. The Department of Transportation, Office of Drug and Alcohol Policy and Compliance, or any other agency that is entitled to receive such reporting. Customer may request that the Company perform more frequent report generation and remittance Services if the parties agree and for an additional fee specified in the Company's fee schedule. The Company will furnish the Customer (or a third-party auditor who requests the information) with an annual report at an additional cost, subject to Applicable Law, upon termination.
Section 5.03 pertains to the retention and transmission of records. The Company is responsible for the maintenance of all information that is essential and pertinent to the operation of a drug and alcohol compliance program on behalf of the Customer. This includes, but is not limited to, the names of employees in random pools, random selection lists, copies of notices, and positive, negative, and "refusal to test" individual test results. In the event that a Company is legally obligated to transmit information to the Customer, it shall do so in a manner that guarantees the information reaches the Customer within the same timeframe as required by Applicable Law. The Company shall promptly transfer all records related to the Customer and its Employees to any other service agent (e.g., C/TPA) that the Customer designates upon receiving notice. The company is authorized to impose a reasonable administration fee for the implementation of this transfer; however, it will not charge a fee for the release of the records
Confidentiality is addressed in Section 6.01. The Company will take reasonable measures to ensure the confidentiality of information pertaining to the identity and employment status of Employees, as well as any other similar nonpublic information (collectively, "Employee Information"), that is generated pursuant to this Agreement. Employee Information will not be disclosed to any third party (including any representative of Customer who is not expressly authorized by Customer to receive such information) without the prior approval of the Customer. Notwithstanding the aforementioned, the Company shall promptly comply with all third-party requests for disclosure of Employee Information that are mandated by Applicable Law. In accordance with applicable laws, the Company will disclose Employee Information to contractors, employees who require access to the information, and other third parties who are subject to confidentiality obligations that are no less stringent than those outlined in this document. In accordance with 49 C.F.R. §40.351, the Company is prohibited from disclosing individual test results or other confidential Employee Information to another employer without the Employee's specific, written consent. The Company will not utilize blanket consent forms that authorize the release of Employee testing information. Additionally, the Company will implement and enforce sufficient confidentiality and security measures to prevent unauthorized access to Employee Information. These measures may include the physical security of records, the implementation of adequate access controls, and the implementation of computer security measures to protect data in Company databases. The Portal's terms and conditions, which are incorporated herein by reference, shall regulate the confidentiality obligations of the customer with respect to the Portal, as they may be amended from time to time.
Section 7.01 pertains to customer obligations. The customer acknowledges that it shall be solely responsible for the following during the term of this agreement: (a) Employee Information Confidentiality. Customer shall take all reasonable steps necessary to maintain the confidentiality of Employee Information and comply with all rules applicable to the transmission, storage, and maintenance of Employee Information.
(b) Compliance Program. The customer is accountable for the establishment, updating, maintenance, and adherence to its own compliance with Applicable Laws, which include, but are not limited to, 49 C.F.R. Part 40. The customer is responsible for ensuring that none of its employees perform safety-sensitive functions until they are permitted to return to work under applicable law, in accordance with its own compliance program. This includes the refusal to complete a test or the receipt of a negative test. Upon request, the Company shall receive the Customer's compliance policies and procedures. The Company is not obligated to evaluate the policies and procedures of the Customer to ensure that they are in accordance with the applicable laws.
(c) Classification and Employee Lists. The customer is solely responsible for the identification of employees who are classified as Safety-sensitive or perform Safety-sensitive functions, for providing the company with a current and comprehensive list of eligible employees, and for promptly removing and adding employees to the list of Safety-sensitive employees within the Portal. Company is not accountable for Customer's failure to maintain a current and updated list of Employees or properly classify its Employees. Consequently, Company shall indemnify Company from any damages incurred as a consequence of Customer's own noncompliance with Applicable Law, as stipulated in Section 7.02. The Customer's list of Employees shall be updated at least once per month, with the exception of instances in which there are no modifications.
(d) Screening without prior notification. The customer is prohibited from taking any action that is likely to lead to the notification of its employees regarding their selection for drug and/or alcohol testing.
(e) Employee Testing. The customer is responsible for instructing its employees to schedule and attend their test appointments, for incentivizing testing at its discretion and in accordance with applicable law, and for taking disciplinary action when employees fail to comply. Company is not accountable for the test appointment scheduling process, except for directing employees to eligible testing sites through the Portal.
(f) Noncircumvention. The customer is prohibited from engaging in direct communication with the MRO or any comparable service provider, unless the company has granted express prior written authorization.
(g) Registration with the FMCSA Clearinghouse. Starting January 6, 2020, commercial motor carrier employers are obligated to register for the FMCSA Commercial Driver's License Drug & Alcohol Clearinghouse (the "Clearinghouse") and adhere to all of its regulations. The Customer is solely responsible for the following: registering as an employer with the Clearinghouse, appointing a representative to serve as administrator ("Clearinghouse Administrator"), replacing the Clearinghouse Administrator in a timely manner as needed, identifying candidates for employment for which pre-employment queries of the Clearinghouse are required, ensuring that prospective and active Employees consent to Clearinghouse queries, running annual reports to verify that information about the Customer has been reported, and fulfilling other Clearinghouse-related obligations. Customer expressly acknowledges that the Company is legally obligated to report to the Clearinghouse any Employee or Customer violations of applicable testing regulations. These violations include: verified positive, adulterated, substituted controlled substance results; alcohol results in excess of 0.04 BAC; Employee refusals to take required drug or alcohol tests; and "actual knowledge" violations, which include on-duty drug and/or alcohol use, including DUI violations, use of alcohol within 4 hours of going on-duty, use of alcohol within 8 hours of a qualifying accident, and the use of a Schedule 1 drug or non-prescribed use of prescription medication.
(h) Privacy Policy; Portal Terms and Conditions. The customer is required to comply with the terms and conditions of the Portal, which are available on the Portal and are incorporated herein by this reference. The customer must also acknowledge the privacy policy, which may be amended from time to time
Section 7.02 pertains to indemnification procedures. The Customer hereby consents to indemnify, defend, and hold harmless the Company, its officers, directors, shareholders, employees, agents, and other representatives, from any liability, demands, claims, losses, damages, or expenses (including costs of suit and attorney fees) that may arise directly or indirectly in connection with or related to the Customer's performance under this Agreement, and that are caused in whole or in part by the negligence, recklessness, or intentional conduct of the Customer (or Customer's employees, contractors, agents, or other representatives).
Company shall provide Customer with prompt written notice of any facts upon which the Company intends to base a request for indemnification, including, but not limited to, a description of any third-party claim and the nature and amount of any damage, costs, or losses (to the extent known or suspected at the time of notice), as a condition precedent to Customer's obligations under this Section. The Company shall promptly provide the Customer with copies of all documents received in connection with any third-party claim. The customer's obligation to defend shall commence immediately upon the receipt of notice of any applicable claim. Customer may, at its discretion, assume responsibility for the defense of all applicable claims by sending written notice of the assumption to Company within ten (10) business days of receiving notice of any indemnifiable claim. This notice must acknowledge responsibility for the defense of all applicable claims. The Company shall provide Customer with full cooperation in connection with any such defense and may at any time retain separate counsel to represent it, provided that the Company is solely responsible for the costs and expenses of such separate counsel. Company may, notwithstanding the aforementioned, choose to defend any claim against it with counsel of its own choosing, without Customer's participation, if Customer fails or refuses to properly undertake the defense. Customer shall promptly and periodically reimburse Company for all reasonable legal expenses if Company manages its own defense. Additionally, Customer shall remain accountable to Company for any losses resulting from third-party claims. The Company shall not resolve or compromise any third-party claim without the prior written consent of the Customer, which consent shall not be unreasonably withheld
Section 7.03 pertains to customer representations. The following is represented and warranted by the customer:
(a) Capacity. Customer has the right to enter into this Agreement, grant the rights granted in this Agreement, and fully fulfill all of his/her/its obligations in this Agreement.
(b) Permission. The execution of this Agreement by the representative of the Customer, whose signature is provided at the conclusion of this Agreement, has been duly authorized by all necessary corporate action.
(c) No breach. Customer's execution of this Agreement and its performance hereunder will not and will not conflict with or result in any breach or default under any other agreement to which Customer is subject
Section 8.01 governs the law. This Agreement shall be governed by the internal laws of the State of California in all respects, without regard to principles of choice of law.
Section 8.02 pertains to force majeure. Neither Party shall be held accountable for any delay or failure to fulfill any non-monetary obligation under this Agreement to the extent that such delay is caused by acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, catastrophic weather events (including without limitation typhoons or earthquakes), or any other circumstances beyond the reasonable control of the Delayed Party, as defined below (individually, a "Condition"). In the event of any Condition, the Party that is delayed or unable to perform (the "Delayed Party") shall be excused from such performance on a day-to-day basis during the continuance of the Condition, and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis during the same period. However, the Delayed Party so affected shall make every reasonable effort to avoid or remove the Condition, and both Parties shall immediately resume the performance of their obligations under this Agreement upon the removal or cessation of the Condition.
Section 8.03 pertains to notifications. Any notice, request, demand, or other communication required or permitted by this Agreement must be in writing, reference this Agreement, and be delivered by hand, sent via email to the email address provided below, received by registered or certified mail with return receipt requested and postage prepaid, or received by an express courier with written confirmation of receipt. The customer has the option to withdraw their assent to receive text messages by either responding with "STOP" through the text messaging service provided by the company or by contacting the company in the manner outlined in this section. All notices shall be delivered or sent to the address specified below (or to any other address or individual that a Party may designate by providing written notice to the other Party in accordance with this Section).
In the event that the organization is Prime Drug Testing LLC
143 Darcy Parkway
Lathrop, CA 95330
If addressed to the customer: The address that is adjacent to the signature lines
Severability is addressed in Section 8.04. The remainder of the Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated in the event that a court of competent jurisdiction determines any term, provision, covenant, or condition of this Agreement to be invalid, void, or unenforceable.
Section 8.05 Amendment; Waiver; Remedies. This Agreement may not be amended or waived except by a written instrument signed by duly authorized representatives of the Parties, unless otherwise specified in this Agreement. The Company may unilaterally amend any exhibit to this Agreement through a separate writing, notwithstanding the aforementioned, without securing an amendment of this entire Agreement. The amended exhibits may be attached to this Agreement with the same operative force as the original exhibit. On ten (10) calendar days' notice to the Customer, the Company may modify its Services, including the elimination of any aspect of its Services, without breaching this Agreement. The failure to exercise any right under this Agreement shall not be construed as a waiver of that right. Any waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breaches. All rights and remedies that are specified for a party in this document shall be cumulative and in addition to all other rights and remedies that the party has under this agreement or applicable law.
Attorneys' fees are addressed in Section 8.06. In the event that any legal action, arbitration, or other proceeding is initiated to enforce this Agreement or due to an alleged dispute, breach, default, or misrepresentation connected with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which they may be entitled.
Counterparts are addressed in Section 8.07. This Agreement may be executed in counterparts, each of which shall be considered an original; however, when combined, they shall comprise a single and identical instrument.
Section 8.08 pertains to dispute resolution. In the event of any dispute regarding this Agreement, the Parties shall endeavor to resolve all disputes, claims, or controversies that arise out of or relate to this Agreement through mediation, administered by a mediator who has been mutually approved by the Parties. The Parties will equally distribute any costs and fees during the mediation process, with the exception of the attorneys' fees of each party. The Parties shall submit the matter to binding arbitration in Los Angeles County, California, in the event that mediation fails to fully resolve any residual claim, dispute, or controversy, or if the parties are unable to mutually select a mediator in good faith. In good faith, the Parties shall mutually agree upon an arbitration company to administer the arbitration. Any court with jurisdiction over the controversy's subject matter may render a judgment on the award. The Parties are required to maintain the confidentiality of the arbitration award, which includes the nature and content of the proceedings that led to the award.
The entire agreement is outlined in Section 8.09. This Agreement (including its exhibits) is intended to be a complete and final expression of the terms of the agreement between the parties, and it supersedes all prior agreements, understandings, and communications between the Parties, whether written or oral, express or implied, relating to the subject matter of this Agreement. The Parties hereby terminate any prior agreement(s) regarding the provision of Services. In the event that this Agreement and its exhibits are in conflict with any other agreements between the parties, this Agreement shall prevail. The recitals shall be interpreted as material provisions of this Agreement.
Additional assurances are provided in Section 8.10. In order to execute and deliver the purposes and intent of this Agreement, each party shall execute and deliver any instruments that may be reasonably necessary to the other party (or to any applicable third-party). This Section shall not be interpreted as imposing any obligation on the Company to complete, submit, or file reports or other documents or instruments with any third party, including any Agency, except in cases where such obligation is included in the Services or is mandated by Applicable Law.
Section 8.11: Liability Limitation. EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.02, EACH PARTY'S LIABILITY IS LIMITED TO ACTUAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND.
No assignment is specified in Section 8.12. In order to assign its rights or delegate its obligations under this Agreement, neither Party may do so without the prior written consent of the other Party. This consent may not be unreasonably withheld or delayed. In spite of the aforementioned, the Company may transfer its rights and obligations under this Agreement to a parent or subsidiary, a successor, or through a merger, sale of all or substantially all of its assets or business, or any other means. Any endeavor to assign this Agreement that does not comply with this subsection shall be deemed null and void. The Parties and their respective successors and permitted assigns will benefit from and be bound by all of the terms and provisions of this Agreement.
Survival is the subject of Section 8.13. Sections 2.03 (Effects of Termination), 3.04 (Billing & Invoicing; Suspension of Services), 6.01 (Confidentiality), and 7.02 (Indemnification and Procedures), as well as all other provisions that, by their nature and in accordance with the Parties' intention, should continue to be enforceable beyond the Termination Date, shall survive the termination of this Agreement
IN WITNESS WHEREOF, the duly authorized representative of www.DrugTestingSites.com and the Customer has executed this Agreement.
Prime Drug Testing is an affiliate of www.DrugTestingSites.com.
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