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Subscription Agreement
<br />GovAl Enterprise
<br />GovAl
<br />Customer Claims or make any admissions in 13. GENERAL PROVISIONS.
<br />respect thereto.
<br />11. WARRANTIES AND DISCLAIMERS.
<br />11.1 Warranties. Each party represents, warrants
<br />to the other party that: (a) it has all requisite
<br />power and authority and approvals to
<br />execute, deliver and perform its obligations
<br />under this Agreement; (b) the execution and
<br />delivery of this Agreement and the
<br />performance of its obligations hereunder
<br />have been duly authorized by it and any
<br />necessary third parties; and (c) it will perform
<br />its duties and obligations hereunder in a
<br />careful, diligent, professional, proper, efficient
<br />and businesslike manner.
<br />11.2 EXCEPT FOR THE EXPRESS WARRANTIES
<br />SET OUT ABOVE, THE SERVICE AND
<br />DOCUMENTATION (IF ANY) UNDER THIS
<br />AGREEMENT ARE PROVIDED "AS IS" AND
<br />`WHERE IS" AND GOVAI EXPRESSLY
<br />EXCLUDES AND DISCLAIMS ALL
<br />REPRESENTATIONS, WARRANTIES, OR
<br />CONDITIONS OF ANY KIND, WHETHER
<br />EXPRESS, IMPLIED OR STATUTORY,
<br />INCLUDING, BUT NOT LIMITED TO,
<br />MERCHANTABILITY, MERCHANTABLE
<br />QUALITY, NON -INFRINGEMENT OR FITNESS
<br />FOR A PARTICULAR PURPOSE.
<br />11.3 GOVAI DOES NOT REPRESENT OR WARRANT
<br />THAT THE GOVAI PLATFORM WILL PRODUCE
<br />ACCURATE OR RELEVANT CONTENT FOR THE
<br />CUSTOMER, OR OTHERWISE PERFORM
<br />WITHOUT INTERRUPTION OR ERROR. WHILE
<br />MAINTAINING REASONABLE DATA SECURITY
<br />MEASURES CONSISTENT WITH ITS
<br />OBLIGATIONS UNDER THIS AGREEMENT,
<br />GOVAI CANNOT GUARANTEE THAT THE GOVAI
<br />PLATFORM IS SECURE FROM HACKING OR
<br />OTHER UNAUTHORIZED INTRUSION, OR THAT
<br />CUSTOMER USAGE DATA WILL REMAIN
<br />PRIVATE OR SECURE UPON SUCH HACKING
<br />OR INTRUSION. GOVAI DOES NOT
<br />REPRESENT THAT THE OUTPUT GENERATED
<br />BY THE GOVAI PLATFORM WILL BE
<br />SATISFACTORY IN ANY WAY TO CUSTOMER.
<br />GOVAI HAS NO CONTROL OVER THE
<br />OPERATION OF THE THIRD PARTY LLMS IT
<br />ACCESSES AS PART OF ITS PROCESSING
<br />ACTIVITIES, THE OUTPUTS THEY GENERATE,
<br />OR THE CONTINUED AVAILABILITY OF ANY
<br />THIRD PARTY LLMS.
<br />12. [REMOVED CLAUSE]
<br />GovAl.com
<br />13.1 Entire Agreement. This Agreement (including the
<br />Subscription Terms set out in this Schedule A, and
<br />the Order Form), and all other applicable
<br />schedules, exhibits, and addenda to this
<br />Agreement, constitutes the entire agreement
<br />between the Parties and supersedes all prior and
<br />contemporaneous agreements, proposals or
<br />representations, written or oral, concerning its
<br />subject matter. No modification, amendment, or
<br />waiver of any provision of this Agreement shall be
<br />effective unless in writing and signed by the party
<br />against whom the modification, amendment, or
<br />waiver is to be asserted. To the extent of any
<br />conflict or inconsistency between the provisions in
<br />the body of these Subscription Terms, and the
<br />Order Form, or any schedule, exhibit, or
<br />addendum, the terms of the Order Form shall
<br />prevail.
<br />13.2 Relationship. The Parties are independent
<br />contractors and nothing in this Agreement shall
<br />create, or be construed to create, an employment
<br />or agency relationship between GovAl and
<br />Customer.
<br />13.3 Governing Law and Venue. This Agreement shall
<br />be governed by and construed in accordance with
<br />the laws of the Customer's State identified on the
<br />Order Form, and the federal laws of United States
<br />applicable therein, without regard to its conflict of
<br />laws principles or those of any other jurisdiction,
<br />except where a different jurisdiction is specified in
<br />the Order Form, in which case the laws of the
<br />specified jurisdiction shall apply. Any legal action
<br />or proceeding arising under this Agreement shall
<br />be brought exclusively in the courts of competent
<br />jurisdiction located in the Customer's State
<br />identified on the Order Form, and the Customer
<br />consents to the personal jurisdiction and venue of
<br />such courts, unless a different venue is designated
<br />in the Order Form, in which case the venue
<br />specified in the Order Form shall govern.
<br />13.4 Waiver. The delay or failure of either Party to
<br />exercise any rights under this Agreement will not
<br />constitute, or be deemed to constitute, a waiver or
<br />forfeiture of such rights. No waiver shall be valid
<br />unless it is in writing and signed by the Party
<br />against whom such waiver is sought.
<br />13.5 Assignment. The rights, duties, and privileges of
<br />a Party to this Agreement shall not be transferred
<br />or assigned by it, in whole or in part, without the
<br />prior written consent of the other Party.
<br />Notwithstanding the foregoing, GovAl will have the
<br />right to assign this agreement in connection with
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