Common use of SUSPENSION, TERM AND TERMINATION Clause in Contracts

SUSPENSION, TERM AND TERMINATION. (a) MLS GRID may, at its option and without prior notice to Vendor or Participant, immediately suspend the license to the MLS GRID Data upon the occurrence of any breach by Vendor or Participant of this Agreement, including failure by Vendor or Participant to pay any Fees due to MLS GRID hereunder. MLS GRID shall provide Vendor and Participant with written notice of suspension of the license to the MLS GRID Data promptly after such suspension. However, MLS GRID is not required to suspend the license to the MLS GRID Data prior to exercising its right of termination under Section X(b) of this Agreement. In addition, Vendor and Participant understand and agree that Participant’s MLS may instruct MLS GRID to deny, suspend, or revoke Vendor’s and/or Participant’s license to the MLS Grid Data at such MLS’ sole and absolute discretion at any time. (b) MLS GRID may, at its option and without prior notice to Vendor, immediately suspend the license to the MLS GRID Data if the Vendor is not associated with any MLS GRID Participants, based on MLS GRID’s usage data (c) The term of this Agreement (the “Term”) begins on the date of the last Party’s signature to this Agreement and shall remain in effect until terminated pursuant to this Section X(b). This Agreement may also terminate upon the occurrence of any of the following events: (a) thirty (30) days after MLS GRID’s notice to Participant and Vendor of its intent to terminate; or (b) immediately after any Party’s notice to the other Parties that a Party has materially breached this Agreement. (d) In the event of any termination of this Agreement, (i) Participant and Vendor will immediately stop all use of the MLS GRID Data (except Participant may continue to use any of its own listings that comprise the MLS GRID Data), (ii) all licenses granted hereunder to Participant and Vendor shall immediately terminate, (iii) within ten (10) days of such termination, Participant and Vendor shall each erase or otherwise destroy the MLS GRID Data, in a manner that prevents unerasure or reconstitution of the data, and each shall provide evidence of such satisfactory to MLS GRID and (iv) Vendor and Participant shall promptly pay all Fees then-due to MLS GRID. Any termination of this Agreement will be without prejudice to rights created or granted or obligations incurred hereunder prior to such termination.

Appears in 45 contracts

Samples: MLS Grid Data License Agreement, MLS Data License Agreement, MLS Grid Data License Agreement

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SUSPENSION, TERM AND TERMINATION. (a) MLS GRID may, at its option and without prior notice to Vendor or Participant, immediately suspend the license to the MLS GRID Data upon the occurrence of any breach by Vendor or Participant of this Agreement, including failure by Vendor or Participant to pay any Fees due to MLS GRID hereunder. MLS GRID shall provide Vendor and Participant with written notice of suspension of the license to the MLS GRID Data promptly after such suspension. However, MLS GRID is not required to suspend the license to the MLS GRID Data prior to exercising its right of termination under Section X(b) of this Agreement. In addition, Vendor and Participant understand and agree that Participant’s MLS may instruct MLS GRID to deny, suspend, or revoke Vendor’s and/or Participant’s license to the MLS Grid Data at such MLS’ sole and absolute discretion at any time. (b) MLS GRID may, at its option and without prior notice to Vendor, immediately suspend the license to the MLS GRID Data if the Vendor is not associated with any MLS GRID Participants, based on MLS GRID’s usage data (c) The term of this Agreement (the “Term”) begins on the date of the last Party’s signature to this Agreement and shall remain in effect until terminated pursuant to this Section X(b). This Agreement may also terminate upon the occurrence of any of the following events: (a) thirty (30) days after MLS GRID’s notice to Participant and Vendor of its intent to terminate; or (b) immediately after any Party’s notice to the other Parties that a Party has materially breached this Agreement. (d) In the event of any termination of this Agreement, (i) Participant and Vendor will immediately stop all use of the MLS GRID Data (except Participant may continue to use any of its own listings that comprise the MLS GRID Data), (ii) all licenses granted hereunder to Participant and Vendor shall immediately terminate, (iii) within ten (10) days of such termination, Participant and Vendor shall each erase or otherwise destroy the MLS GRID Data, in a manner that prevents unerasure or reconstitution of the data, and each shall provide evidence of such satisfactory to MLS GRID and and (iv) Vendor and Participant shall promptly pay all Fees then-due to MLS GRID. Any termination of this Agreement will be without prejudice to rights created or granted or obligations incurred hereunder prior to such termination.

Appears in 3 contracts

Samples: MLS Data License Agreement, MLS Grid Master Data License Agreement, MLS Grid Data License Agreement

SUSPENSION, TERM AND TERMINATION. (a) MLS GRID may, at its option and without prior notice to Vendor or Participant, immediately suspend the license to the MLS GRID Data upon the occurrence of any breach by Vendor or Participant of this Agreement, including failure by Vendor or Participant to pay any Fees due to MLS GRID hereunder. MLS GRID shall provide Vendor and Participant with written notice of suspension of the license to the MLS GRID Data promptly after such suspension. However, MLS GRID is not required to suspend the license to the MLS GRID Data prior to exercising its right of termination under Section X(b) of this Agreement. In addition, Vendor and Participant understand and agree that Participant’s MLS may instruct MLS GRID to deny, suspend, or revoke Vendor’s and/or Participant’s license to the MLS Grid Data at such MLS’ sole and absolute discretion at any time. (b) MLS GRID may, at its option and without prior notice to Vendor, immediately suspend the license to the MLS GRID Data if the Vendor is not associated with any MLS GRID Participants, based on MLS GRID’s usage data (c) The term of this Agreement (the “Term”) begins on the date of the last Party’s signature to this Agreement and shall remain in effect until terminated pursuant to this Section X(b). This Agreement may also terminate upon the occurrence of any of the following events: (a) thirty (30) days after MLS GRID’s notice to Participant and Vendor of its intent to terminate; or (b) immediately after any Party’s notice to the other Parties that a Party has materially breached this Agreement. (d) In the event of any termination of this Agreement, (i) Participant and Vendor will immediately stop all use of the MLS GRID Data (except Participant may continue to use any of its own listings that comprise the MLS GRID Data), (ii) all licenses granted hereunder to Participant and Vendor shall immediately terminate, (iii) within ten (10) days of such termination, Participant and Vendor shall each erase or otherwise destroy the MLS GRID Data, in a manner that prevents unerasure or reconstitution of the data, and each shall provide evidence of such satisfactory to MLS GRID and (iv) Vendor and Participant shall promptly pay all Fees then-due to MLS GRID. Any termination of this Agreement will be without prejudice to rights created or granted or obligations incurred hereunder prior to such termination.,

Appears in 2 contracts

Samples: MLS Data License Agreement, MLS Grid Master Data License Agreement

SUSPENSION, TERM AND TERMINATION. (a) MLS GRID may, at its option and without prior notice to Vendor or Participant, immediately suspend the license to the MLS GRID Data upon the occurrence of any breach by Vendor or Participant of this Agreement, including failure by Vendor or Participant to pay any Fees due to MLS GRID hereunder. MLS GRID shall provide Vendor and Participant with written notice of suspension of the license to the MLS GRID Data promptly after such suspension. However, MLS GRID is not required to suspend the license to the MLS GRID Data prior to exercising its right of termination under Section X(b) of this Agreement. In addition, Vendor and Participant understand and agree that Participant’s MLS may instruct MLS GRID to deny, suspend, or revoke Vendor’s and/or Participant’s license to the MLS Grid Data at such MLS’ sole and absolute discretion at any time. (b) MLS GRID may, at its option and without prior notice to Vendor, immediately suspend the license to the MLS GRID Data if the Vendor is not associated with any MLS GRID Participants, based on MLS GRID’s usage data. (c) The term of this Agreement (the “Term”) begins on the date of the last Party’s signature to this Agreement and shall remain in effect until terminated pursuant to this Section X(b). This Agreement may also terminate upon the occurrence of any of the following events: (a) thirty (30) days after MLS GRID’s notice to Participant and Vendor of its intent to terminate; or (b) immediately after any Party’s notice to the other Parties that a Party has materially breached this Agreement. (d) In the event of any termination of this Agreement, (i) Participant and Vendor will immediately stop all use of the MLS GRID Data (except Participant may continue to use any of its own listings that comprise the MLS GRID Data), (ii) all licenses granted hereunder to Participant and Vendor shall immediately terminate, (iii) within ten (10) days of such termination, Participant and Vendor shall each erase or otherwise destroy the MLS GRID Data, in a manner that prevents unerasure or reconstitution of the data, and each shall provide evidence of such satisfactory to MLS GRID and and (iv) Vendor and Participant shall promptly pay all Fees then-due to MLS GRID. Any termination of this Agreement will be without prejudice to rights created or granted or obligations incurred hereunder prior to such termination.

Appears in 2 contracts

Samples: MLS Grid Idx Master Data License Agreement, MLS Grid Vow Master Data License Agreement

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SUSPENSION, TERM AND TERMINATION. 7.1 This Agreement will commence upon Influencer’s acknowledgment of the Program Details and commencement of work as described in the Program Details and will continue until terminated by either party or one (1) year after completion of all items within the Program Details and if no further Program Details are provided and accepted. 7.2 Brand shall have the right to suspend Influencer’s engagement and fees payable hereunder during any period that (a) MLS GRID may, at its option and without prior notice to Vendor or Participant, immediately suspend the license to the MLS GRID Data upon the occurrence Influencer does not render Services because of any disability, illness or incapacity (including, without limitation, any impairment or alteration of your face or voice) which prevents Influencer from fully rendering services hereunder (in Xxxxx’s sole reasonable judgment) (collectively, "Disability"), (b) Influencer is in breach by Vendor or Participant default of this Agreement, including failure by Vendor and/or (c) Xxxxx’s business operations are impaired or Participant to pay any Fees Brand is otherwise prevented, interrupted or delayed from utilizing Influencer’s services hereunder due to MLS GRID hereunderEvent of Force Majeure (as defined below) and/or (d) inadvertent actions causing curable suspension of Influencer’s social media accounts. MLS GRID Influencer shall use best efforts to inform Xxxxx of any curable suspension, the amount of time reasonably expected for curing the activity causing suspension, and estimated time to reactivation of social media accounts. Brand shall use reasonable good-faith efforts to provide Vendor and Participant Influencer with written notice of any such suspension due to Event of Force Majeure, provided, Brand’s failure to provide such notice shall not be deemed a breach hereof or otherwise invalidate the license to the MLS GRID Data promptly after effectiveness of any such suspension. HoweverSo long as Influencer’s social media suspensions are curable within 30 days of suspension, MLS GRID is and do not required result in damage to suspend Influencer’s or Brand’s good will, Influencer shall not be considered in breach of this Agreement. 7.3 Either party may terminate this Agreement in the license to the MLS GRID Data prior to exercising its right event of termination under Section X(b) a breach of this Agreement. In additionFurthermore, Vendor and Participant understand and agree that Participant’s MLS may instruct MLS GRID to deny, suspendif Influencer suffers any Disability or dies, or revoke Vendor’s and/or Participant’s license if Influencer neglects, fails or refuses to, or is unable to perform Services or observe obligations as agreed or warranted hereunder (including, without limitation, those set forth in subsequent sections herein), or if an Event of Force Majeure (as defined below) occurs, in addition to any other rights and remedies that Brand may have either at law or in equity, (a) Brand shall have the MLS Grid Data at such MLS’ sole right to terminate this Agreement, and absolute discretion at any time. (b) MLS GRID mayin such event, at its option Influencer shall only be entitled to payments accrued as of the date of termination (i.e., the pro rata portion of any compensation paid or payable to Influencer up to and without prior notice including the date of such termination). “Event of Force Majeure” is defined as a natural catastrophe, labor dispute or strike, act of God or public enemy, war, municipal ordinance, epidemics or pandemics, state or federal law, governmental order or regulation, the hacking of Influencer’s applicable social media account, the ceasing of operations of any applicable social media platform, or any other similar cause beyond your control that adversely affects your services or the Brand’s rights to Vendoruse/create the Deliverables. For the avoidance of doubt, immediately suspend the license to the MLS GRID Data if the Vendor is an Influencer’s deliberate violation of any social media platform's terms of use causing suspension of Influencer’s social media accounts shall not associated with any MLS GRID Participantsbe considered an Event of Force Majeure, based on MLS GRID’s usage data (c) The term and shall be considered a breach of this Agreement (the “Term”) begins on the date resulting in suspension or termination of the last Party’s signature to this Agreement and shall remain in effect until terminated pursuant to this Section X(b)Brand’s sole discretion. This Agreement may also terminate upon the occurrence Upon expiration or termination of any of the following events: (a) thirty (30) days after MLS GRID’s notice to Participant and Vendor of its intent to terminate; or (b) immediately after any Party’s notice to the other Parties that a Party has materially breached this Agreement. (d) In the event of , all revocable licenses granted under this Agreement will immediately terminate. Sections 2.2(a), 2.2(b), 2.2(c), 3.0, 4.0, 6.0, 7.2, and 8.0 through 15.0 will survive any termination of this Agreement, (i) Participant and Vendor will immediately stop all use of the MLS GRID Data (except Participant may continue to use any of its own listings that comprise the MLS GRID Data), (ii) all licenses granted hereunder to Participant and Vendor shall immediately terminate, (iii) within ten (10) days of such termination, Participant and Vendor shall each erase or otherwise destroy the MLS GRID Data, in a manner that prevents unerasure or reconstitution of the data, and each shall provide evidence of such satisfactory to MLS GRID and (iv) Vendor and Participant shall promptly pay all Fees then-due to MLS GRID. Any termination of this Agreement will be without prejudice to rights created or granted or obligations incurred hereunder prior to such termination.

Appears in 1 contract

Samples: Influencer Agreement

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