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Subscription Agreement
<br />GovAl Enterprise
<br />GovAl
<br />SCHEDULE A: Subscription Terms
<br />This Subscription Agreement (the "Agreement") is an agreement between "Customer" (identified in the subscription
<br />order form below "Order Form") and Civia Inc. dba GovAl, a Canadian corporation with its primary place of business
<br />located at the address set forth in the Order Form ("GovAl", together with Customer, the "Parties" and each, a "Party")
<br />entered into as of the effective date set out in Order Form below (the "Effective Date"). This Agreement is comprised of
<br />this Order Form, and the Agreement Terms ("Subscription Terms") attached as Schedule "A" hereto. In the event of a
<br />conflict or controversy between the terms and provisions of the Order Form and the Subscription Terms, the terms of the
<br />Order Form shall prevail over the Subscription Terms. Each Party will notify the other in writing of any changes to each
<br />Party's contact information.
<br />TERM AND TERMINATION.
<br />1.1 Term. This Agreement commences as of the
<br />Effective Date and shall continue in effect for the
<br />term indicated on the Order Form ("Initial Term").
<br />Thereafter, the term of the Agreement shall be
<br />automatically renewed, on a annual basis, on the
<br />anniversary of the Effective Date this Agreement
<br />as a "Renewal Term"), unless either party gives
<br />written notice of non -renewal to the other party at
<br />least sixty (60) days prior to the end of the Initial
<br />Term or any Renewal Term hereof (the "Initial
<br />Term", and any "Renewal Term", together with the
<br />"Term").
<br />1.2 Termination for Cause. A Party may terminate
<br />this Agreement for cause: (i) upon thirty (30) days
<br />written notice of a material breach to the other
<br />party if such breach remains uncured at the
<br />expiration of such period; or (ii) if the other party
<br />becomes the subject of a petition in bankruptcy or
<br />any other proceeding relating to insolvency,
<br />receivership, liquidation or assignment for the
<br />benefit of creditors.
<br />2. LIMITED LICENSE. Subject to the terms of this
<br />Agreement including payment of the applicable
<br />fees for Service set out in the Order Form
<br />("Subscription Fees"), GovAl hereby grants to
<br />Customer, a non-exclusive, non -transferable,
<br />non-sublicensable (except to Customer
<br />Personnel), limited internal license to access and
<br />use during the Term the Service and
<br />Documentation (if any) for the duration of the
<br />Term. Customer and any authorized director,
<br />officer, employee, or contractor under the employ
<br />or other engagement of the Customer ("Customer
<br />Personnel") shall access and use the Service
<br />solely for internal business purposes, and subject
<br />to any user or account restrictions set forth in the
<br />Order Form.
<br />3. RESTRICTIONS. Customer shall not and shall not
<br />permit anyone to, directly or indirectly, (i) modify,
<br />translate, adapt, disassemble, reverse assemble
<br />or engineer, reverse compile or decompile, or
<br />otherwise attempt to discover or derive the source
<br />GovAl.com
<br />code, object code or underlying structure, ideas,
<br />know-how or algorithms relevant to the Service
<br />and/or any Documentation (except to the extent
<br />expressly permitted by GovAl or authorized within
<br />the Service); (ii) copy, sublicense, distribute,
<br />assign, re -license, sell, lease, transfer, or
<br />otherwise use the Service for time-sharing or
<br />otherwise for the benefit of a third -party; (iii)
<br />circumvent any user limits or other timing or use
<br />restrictions that are built into the Service; (iv) frame
<br />or mirror any content forming part of the Service;
<br />(v) use the Service to send or store infringing,
<br />obscene, threatening, libelous, or otherwise
<br />unlawful or tortious material, including material that
<br />is harmful to children or violates third -party privacy
<br />or publicity rights; (vi) use the Service to send or
<br />store means viruses, worms, time bombs, Trojan
<br />horses and other harmful or malicious code, files,
<br />scripts, agents or programs ("Malicious Code");
<br />(vii) have access to the Service to interfere with or
<br />disrupt the integrity or performance of the Service
<br />or the data contained therein; (viii) (a) build a
<br />competitive offering or product, and/or (b) copy
<br />any ideas, features, functions or graphics of the
<br />Service; and/or (ix) remove any identifying marks,
<br />logos, labels, or other proprietary notice from the
<br />Service.
<br />4. CUSTOMER DATA. Customer grants to GovAl a
<br />non-exclusive, worldwide, royalty -free fully paid -up
<br />license to access, collect, use, analyze, store and
<br />process any information, materials, and any
<br />content transmitted to or from the Service by or to
<br />Customer or Customer's Personnel ("Customer
<br />Data") solely to: (i) provide the Service to
<br />Customer; and (ii) evaluate and improve the
<br />functions, features and operation of the Service. To
<br />the extent that any Customer Data or information
<br />transmitted to and collected by the Service,
<br />includes personal information, GovAl will treat
<br />such information as confidential in accordance with
<br />the requirements of Section 9 below. Customer
<br />Data expressly excludes any Feedback (defined
<br />below) provided by Customer to GovAl or
<br />transmitted thereby to the Service, which such
<br />Feedback shall be owned exclusively by GovAl on
<br />the terms set out in Section 5.
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