Common use of Suspension of Access Clause in Contracts

Suspension of Access. In the event that (i) any fees owed to Distributor by CSR, including but not limited to monthly Fees or Overage Fees, are thirty (30) days or more overdue and CSR has not cured within thirty (30) business days of Distributor’s written notification of failure to pay, or (ii) CSR is in material breach of the Agreement, including any terms of any CSP Specific Addendum, then Distributor may either: i. Suspend or may request CSP to suspend End User’s access to the Cloud Service(s) associated with such delinquent payment; or ii. Distributor may choose not submit Purchase Orders to CSP for orders from CSR without penalty to Distributor; or (c) terminate or suspend the Agreement with CSR (collectively "Suspension of Access"). In the event of Suspension of Access, End User and/or CSR may be subject to termination and liable pay any applicable early termination fees ("Early Termination Fees") set forth in any applicable Documentation or set forth in the CSP terms for the Cloud Services. Notwithstanding the foregoing, in the event Distributor elects or requests a Suspension of Access, CSR may be liable for any fees, including but not limited to monthly Fees or Overage Fees, associated with such delinquent payment through the end of the current Subscription Term. CSR acknowledges that a Suspension of Access may result in liability to Distributor and/or CSP and CSR agrees to fully indemnify, defend and hold harmless Distributor, Distributor’s affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with any Suspension of Access. Notwithstanding anything to the contrary in this Addendum and in addition thereto, in the event of Suspension of Access, Supplier may, in its sole discretion, by notice in writing to CSR, elect to undertake invoicing of CSR’s End-User as an interim arrangement until all Fees are paid and any billing and invoicing issues are resolved to the reasonable satisfaction of the Distributor. In the event of termination under this clause 8(b), CSP or Distributor shall have the right to notify the End Users of such termination of the CSR and provide instructions on how any affected End Users may continue to receive the Cloud Services, including with respect to any Renewal Subscription Term.

Suspension of Access. In the event that (i) any fees owed to Distributor by CSR, including but not limited to monthly Fees or Overage Fees, are thirty (30) days or more overdue and CSR has not cured notified Distributor of a billing error within thirty (30) business days ten daysof receipt of Distributor’s written notification of failure to payan invoice, or (ii) CSR is in material breach of the Agreement, including any terms of termsof any CSP Specific Addendum, then Distributor may either: i. Suspend or may request CSP to suspend End User’s access to the Cloud Service(s) associated with such delinquent payment; or ii. Distributor may choose Choose not submit Purchase Orders to CSP for orders from CSR without penalty to Distributor; or (c) terminate or iii. Terminate or suspend the Agreement with CSR (collectively "Suspension of Access"). In the event of Suspension of Access, End User and/or CSR may be subject liable to termination and liable pay any applicable such early termination fees ("Early Termination Fees") which may be set forth in any applicable Documentation or set forth in the CSP terms for the Cloud Services. Notwithstanding the foregoing, in the event Distributor elects or requests a Suspension of Access, CSR may be liable for any feescosts, including but not limited to monthly Fees or Overage Fees, associated with such delinquent payment through the end of the current Subscription Term. CSR acknowledges that a Suspension of Access may result in liability to Distributor and/or CSP and CSR agrees to fully indemnify, defend and hold harmless Distributor, Distributor’s affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with any Suspension of Access. Notwithstanding anything to the contrary in this Addendum and Addendumand in addition thereto, in the event of Suspension of Access, Supplier Distributor may, in its sole discretion, by and on written notice in writing to CSR, elect to undertake invoicing of CSR’s End-User as an interim arrangement until all Fees are paid and any billing and invoicing issues are resolved to the Distributor’s reasonable satisfaction of the Distributorsatisfaction. CSR agrees to provide such assistance and co-operation asrequested by Distributor to directly invoice any End User. In the event of termination under this clause 8(b), CSP or Distributor shall have the right to notify the End Users of such termination t ermination of the CSR and provide instructions on how any affected End Users may continue to receive the Cloud Services, including with respect to any Renewal Subscription Term.

Suspension of Access. In the event that (i) any fees owed to Distributor by CSR, including but not limited to monthly Fees or Overage Fees, are thirty (30) days or more overdue and CSR has not cured within thirty (30) business days of Distributor’s written notification of failure to payoverdue, or (ii) CSR is in material breach of the Agreement, including any terms of any CSP Specific Addendum, then Distributor may either: i. Suspend suspend or may request CSP to suspend End User’s access to the Cloud Service(s) associated with such delinquent payment; or ii. Distributor may choose not submit Purchase Orders to CSP for orders from CSR without penalty to Distributor; or payment (c) terminate or suspend the Agreement with CSR (collectively "Suspension of Access")) without penalty to Distributor. In the event of a Suspension of Access, End User and/or CSR may be subject to termination and liable pay any applicable early termination fees ("Early Termination Fees") set forth in any applicable Documentation or set forth in otherwise imposed by the CSP terms for the Cloud ServicesCSR. Notwithstanding the foregoing, in the event Distributor elects or requests a Suspension of Access, CSR may be liable for any fees, including but not limited to monthly Fees or Overage Fees, associated with such delinquent payment through the end of the current Subscription Term. Upon or prior to the expiration of the current Subscription Term, Distributor shall have the option to reinstate, or request to reinstate End User's access to the Cloud Services, elect not to renew the Subscription Term or terminate the End User account, without any further penalty to Distributor. In the event of reinstatement of Cloud Services, Distributor may request payment of the monthly Fees due from the date of the Suspension of Access through the date of reinstatement of the Cloud Services. CSR acknowledges that a Suspension of Access may result in liability to Distributor and/or CSP and CSR agrees to fully indemnify, defend and hold harmless Distributor, Distributor’s affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with any Suspension of Access. Notwithstanding anything to the contrary in this Addendum and in addition thereto, in the event of Suspension of Access, Supplier may, in its sole discretion, by notice in writing to CSR, elect to undertake invoicing of CSR’s End-User as an interim arrangement until all Fees are paid and any billing and invoicing issues are resolved to the reasonable satisfaction of the Distributor. In the event of termination under this clause 8(b), CSP or Distributor shall have the right to notify the End Users of such termination of the CSR and provide instructions on how any affected End Users may continue to receive the Cloud Services, including with respect to any Renewal Subscription Term.