Common use of Suspension and Termination of the Agreement Clause in Contracts

Suspension and Termination of the Agreement. 7.3.1 The Licensor reserves the right to suspend Client’s access and/or use of the Service and/or LocalSolver for any account for which any payment is due but remains unpaid after thirty day’s written notice of such delinquency. Client agrees that the Licensor shall not be liable to Client, or to any third party, for any suspension of the Service and/or access to LocalSolver resulting from Client’s non-payment of the Fees as described in this Article. Client agrees that the Licensor may, with reasonably contemporaneous telephonic or electronic mail notice to Client, suspend Client’s access to the Service if the Licensor reasonably concludes that Client’s use of the Service and/or LocalSolver is causing immediate and ongoing harm to the Licensor or others. The Licensor will use commercially reasonable efforts to resolve the issues causing the suspension of Service and/or access to LocalSolver. Client agrees that the Licensor will not be liable to Client or to any third party for any suspension of the Service and/or access to LocalSolver under such circumstances as described in this Article. The Licensor may terminate this Agreement upon thirty (30) days’ written notice to the Client in the event of a breach of any material obligation under this Agreement, provided that the alleged breach is not cured during the thirty (30) day notice period. Upon termination or expiration of this Agreement, Client shall have no rights to continue use the Service and/or access LocalSolver. Client acknowledges and agrees that following termination of this Agreement, the Licensor may request that Client return all aaS Materials (except that it may retain a copy for archival purposes or as otherwise provided in this Agreement) to the Licensor and the Licensor may immediately deactivate Client’s account. Client agrees that the licensor shall not be liable to Client or to any third party for any termination of Client access to the Service or deletion of Client Data, provided that the licensor is in compliance with the terms of this Article. Notwithstanding the foregoing, nothing shall preclude the licensor from maintaining one copy of Client Data if required by law. The provisions of Articles 6, 7, 8, and 10 shall survive the termination of this Agreement for any reason.