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8. Effective Date. This Agreement shall be effective as of the Effective Date and shall continue for a period of twenty-four (24) calendar month periods ("Initial Term") unless terminated earlier in accordance with Section D(2). 9. Automatic Renewal. Unless terminated earlier in accordance with Section D(2), this Agreement shall be automatically renewed for successive twelve (12) calendar month periods ("Succeeding Terms") at the expiration of the Initial Term or any Succeeding Term; provided, that either party may terminate the Agreement on the last day of the Initial Term or any Succeeding Term by giving at least 45 days prior written notice by registered mail to that effect to the other party. 10. Severability. In the event that any portion of this Agreement is found to be void or illegal, the validity or enforceability of any other portion shall not be affected. 11. Governing Law. To the extent not superseded by Federal law, the rights and obligations of the Parties hereto under this Agreement shall be governed by the laws of the State of California. 12. Jurisdiction. Except for actions over which the district courts of the United States have jurisdiction, the courts of the State of California shall have exclusive jurisdiction over any and all matters or disputes arising from this Agreement. 13. Arbitration. Upon the written mutual agreement of the Parties, any claim or controversy arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") using one arbitrator selected by mutual agreement of the Parties. The Parties agree to divide equally the AAA's administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The administrative fee shall be advanced by the initiating party subject to final apportionment by the arbitrator in his/her award. The arbitrator's award may be enforced in any court having jurisdiction thereof by the filing of a petition to enforce said award. The cost of filing may be recovered by the party, which initiates such action to have an award enforced. Nothing contained in this Agreement shall require mandatory arbitration by the parties and any arbitration must be agreed to in writing by both parties. 14. Notice. Notices under this Agreement shall be in writing and sent via postage -paid Certified Mail, Return Receipt Requested to the following addresses, or to any other address specified in writing by a Party. Any notice under this Agreement shall be in writing and sent via postage -paid Certified Mail, Return Receipt Requested to the following addresses, or to any other address specified in writing by a Party. Notice shall be deemed given on the date it is hand delivered or duly deposited enclosed in a postpaid properly addressed envelope in an official depository under the exclusive custody of the United States Post Office. If an email address is included below, an email courtesy copy will be transmitted at the same time, which shall not alone satisfy the notice requirement of this section. 15.Contractor is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also responsible for obtaining an affidavit from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. If to Business Associate: Business Associate: Lively, Inc. Address: 301 Howard St, #550, San Francisco, CA 94105 Attention: Legal Department Email: legal@livelyme.com A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK