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Subscription Agreement
<br />GovAl Enterprise
<br />GovAl
<br />the sale of substantially all of its assets to a third
<br />party or in the event of a change of control.
<br />13.6 Severability. In case any one or more of the
<br />provisions of this Agreement should be held
<br />invalid, illegal, or unenforceable, each such
<br />provision shall be modified, if possible, to the
<br />minimum extent necessary to make it valid and
<br />enforceable, or if it cannot be so modified, then
<br />severed, and the remaining provisions contained in
<br />this Agreement shall not in any way be affected or
<br />impaired.
<br />13.7 No Third -Party Beneficiaries. Nothing herein
<br />shall confer, or be deemed to confer, on any
<br />person or entity not a signatory hereto any rights
<br />or benefits hereunder.
<br />13.8 Headings. All headings contained in this
<br />Agreement are included as a matter of
<br />convenience and shall not be deemed part of such
<br />Agreement for purposes of interpretation.
<br />13.9 Notices. All notices, demands, or other
<br />communications required or permitted to be given
<br />under this Agreement by either Party to the other
<br />may be effected either by personal delivery in
<br />writing or by email at the addresses appearing on
<br />the Order Form, but each Party may change such
<br />address by written notice to the other Party in
<br />accordance with the Order Form. Notices delivered
<br />personally will be deemed communicated as of
<br />actual receipt. Mailed notices will be deemed
<br />communicated as of three (3) days after mailing.
<br />13.10 Language. The Parties have required that this
<br />Agreement and all documents and notices
<br />resulting from it be drawn up in English.
<br />13.11 Force Majeure. Except with respect to the
<br />Customer's payment obligations, neither Party
<br />shall be responsible for its failure to perform to the
<br />extent due to unforeseen circumstances or causes
<br />beyond its control, including but not limited to acts
<br />of God, wars, terrorism, epidemics or pandemics,
<br />riots, embargoes, acts of civil or military
<br />authorities, fires, floods, accidents, or strikes,
<br />labour problems (other than those involving the
<br />employees of the affected party), computer,
<br />telecommunications, Internet service GovAl or
<br />hosting facility failures or delays involving
<br />hardware, software or power systems not within a
<br />Party's possession or reasonable control, provided
<br />that such Party gives the other party prompt
<br />written notice of the failure to perform and the
<br />reason therefore and uses its reasonable efforts to
<br />limit the resulting delay in its performance.
<br />GovAl.com
<br />13.12 Export. Customer acknowledges and agrees
<br />that the Service may be subject to export and
<br />import controls under the regulations of Canada,
<br />the United States, and other countries, and
<br />Customer shall comply with all export and import
<br />control regulations of such countries. Customer
<br />shall not use the Service for any purposes
<br />prohibited by export laws, including, without
<br />limitation, nuclear, chemical, or biological weapons
<br />proliferation. Customer shall be responsible for
<br />procuring all required permissions for any
<br />subsequent export, import, or use of the Service.
<br />13.13 Surviving Provisions. The following
<br />provisions of shall survive any termination or
<br />expiration of the Subscription Agreement: Sections
<br />4-12; and this Section 13.
<br />13.14 Counterparts (Execution): The Parties may
<br />execute this Agreement in multiple counterparts,
<br />each of which constitutes an original as against the
<br />Party that signed it, and all of which together
<br />constitute one agreement. The delivery of signed
<br />counterparts by facsimile, email, or other electronic
<br />transmission that includes a copy of the sending
<br />Party's signature is as effective as signing and
<br />delivering the counterpart in person.
<br />13.15 Pilot Period: A Pilot period may be defined on
<br />the Order Form under Limitations and Additional
<br />Terms. The Customer may terminate the Pilot at
<br />any time during the Pilot term by providing written
<br />notice, resulting in the termination of the entire
<br />Subscription Agreement, with no fees owed to
<br />GovAl. If the Customer terminates during the Pilot
<br />period, GovAl's handling of Customer Data,
<br />including deletion and archival, shall be governed
<br />by the provisions set forth in Section 4 (Customer
<br />Data). If the Pilot period concludes successfully, as
<br />determined solely by the Customer, GovAl shall
<br />invoice the amount specified in the Order Form.
<br />For the avoidance of doubt, all terms of this
<br />Agreement —including those relating to
<br />confidentiality, intellectual property, limitations of
<br />liability, and all other applicable
<br />provisions —remain in effect during the Pilot
<br />period. Surviving Provisions continue as stipulated
<br />in Section 13.13.
<br />13.16 Insurance. During the term of this Agreement,
<br />GovAl shall maintain at its own expense,
<br />insurance coverage including, but not limited to,
<br />General Commercial Liability Insurance,
<br />Professional Liability/Errors and Omissions
<br />Insurance, and Cyber Liability Insurance with
<br />coverage limits that are customary and appropriate
<br />for a company of its size and industry, and in no
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