T erm and Termination. 4.1. This CBT Agreement shall commence on the Subscription Start Date and unless terminated earlier as provided below, will remain in full force and effect until the end of the Initial Term, after which it will automatically renew for successive terms of the same length as the Initial Term, but not to exceed one (1) year each (each a “Renewal Term”), unless either Licensee or Synopsys notifies the other of their intent not to renew at least five (5) business days prior to the upcoming Renewal Term, or Synopsys ceases to make the particular Hosted Service available. All Renewal Terms are charged at Synopsys' then-current rates unless otherwise agreed by the parties. The Initial Term and any Renewal Terms are together referred to herein as the “Term”. 4.2. A party may terminate the CBT Agreement or any Purchasing Agreement; (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 4.3. Termination of this CBT Agreement or a Purchasing Agreement shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Licensee’s obligation to pay all fees that are owed. The parties’ rights and obligations under this CBT Agreement that by their nature are intended to survive termination of this CBT Agreement or a Purchasing Agreement shall do so. Upon the expiration or termination of this CBT Agreement or any Purchasing Agreement, Licensee shall: (a) immediately cease using 4.4. LICENSEE ACKNOWLEDGES AND AGREES THAT ANY DOWNLOADABLE COPIES OF THE CBT MAY BE SUBJECT TO A MECHANISM THAT CAN DISABLE OR TIME OUT LICENSEE’S USE AFTER THE EXPIRATION OF THE TERM, OR THAT SYNOPSYS MAY TERMINATE ACCESS TO THE CBT HOSTED SERVICE AT THE END OF THE TERM.
Appears in 1 contract
Samples: CBT Subscription License Agreement
T erm and Termination. 4.1. 10.1 This CBT Agreement shall commence on be effective upon the Subscription Start Date date first set forth above and unless terminated earlier as provided below, will remain in full force and effect until shall continue for two (2) years thereafter (the end of the “Initial Term, after which it will ”). The Agreement is to be automatically renew extended for successive terms periods of the same length as the Initial Term, but not to exceed one (1) year each (each a “Renewal Term”), unless either Licensee or Synopsys notifies if neither of the other of their intent not to renew at least five (5) business Parties terminates the Agreement in writing within 90 days prior to the upcoming Renewal Term, or Synopsys ceases to make end of the particular Hosted Service available. All Renewal Terms are charged at Synopsys' then-current rates unless otherwise agreed by the partiesterm. The Initial Term and any Renewal Terms are together referred to herein as the “Term”.
4.2. A party may terminate the CBT Either Party shall send notice of termination of this Agreement or any Purchasing Agreement; (a) upon thirty (30) days’ written notice to the other party in accordance with Section 15.7.
10.2 Notwithstanding Section 11.1 above, the following shall apply immediately:
(a) A Party may terminate this Agreement if the other Party breaches any provision of a material this Agreement, and after having received written notice of the breach, fails to cure the breach if such breach remains uncured at the expiration of such period; or within 30 days thereafter, or
(b) BeVeg may terminate this Agreement if Company consistently fails to comply with the relevant BeVeg rules and requirements of the BeVeg system after BeVeg has taken appropriate actions pursuant to the BeVeg list of sanctions for Company; or
(c) BeVeg may terminate this Agreement if Company consistently fails to adhere to its operational requirements and deadlines, such as responding to written requests for corrective actions or delaying the issuance of certificates; or
(d) BeVeg may terminate this Agreement if Company suffers a temporary or permanent loss of the ISO/IEC 17065 accreditation to perform the Licensed Services; or
(e) A Party may terminate this Agreement where the other party becomes the subject of Party commences voluntary bankruptcy proceedings, makes a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or general assignment for the benefit of its creditors, files for dissolution or liquidation, involuntary bankruptcy or insolvency proceedings are brought against such Party which are not dismissed within 30 days, or a receiver is appointed for the assets of such Party.
4.3(f) A party may terminate this Agreement if any outstanding payment of invoices accepted by the other has not been settled within 60 days following receipt of invoice. Termination An invoice is considered accepted where a party does not submit an objection including justifying proof within 10 days after receipt.
10.3 In the event of this CBT Agreement or a Purchasing Agreement shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Licensee’s obligation to pay all fees that are owed. The parties’ rights and obligations under this CBT Agreement that by their nature are intended to survive any termination of this CBT Agreement, each Party shall immediately return or destroy (at the other Party’s request) any documents and other material provided by the disclosing party under this Agreement or a Purchasing Agreement shall do so. Upon which is deemed confidential information.
10.4 In the expiration or event of any termination of this CBT Agreement or any Purchasing Agreement, Licensee shall: (a) immediately cease usingCompany shall provide Registrants with all information and undertake all action necessary to facilitate and cooperate in the transfer of the Certification Agreement with the Registrant to a new certification body or to BeVeg directly as Company agrees all Registrants are clients of BeVeg and not clients of Company, but clients serviced by Company.
4.410.5 When this Agreement is cancelled or otherwise terminated for any reason, Company shall inform its Registrants immediately. LICENSEE ACKNOWLEDGES AND AGREES THAT ANY DOWNLOADABLE COPIES OF THE CBT MAY BE SUBJECT TO A MECHANISM THAT CAN DISABLE OR TIME OUT LICENSEE’S USE AFTER THE EXPIRATION OF THE TERMFailing this, OR THAT SYNOPSYS MAY TERMINATE ACCESS TO THE CBT HOSTED SERVICE AT THE END OF THE TERMBevVeg reserves the right to inform Registrants directly.
Appears in 1 contract
Samples: Confidentiality Agreement
T erm and Termination. 4.1. (a) This CBT Agreement and the license granted hereunder AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, shall commence on the Subscription Start Date and unless terminated earlier as provided below, will remain in full force and effect until for so long as Licensee uses the end of Software in conjunction with the Initial Term, after which it will automatically renew for successive terms of the same length as the Initial Term, but not to exceed one (1) year each (each a “Renewal Term”)Aqueti Solution, unless either Licensee or Synopsys notifies the other of their intent not to renew at least five earlier terminated as set forth herein (5) business days prior to the upcoming Renewal Term, or Synopsys ceases to make the particular Hosted Service available. All Renewal Terms are charged at Synopsys' then-current rates unless otherwise agreed by the parties. The Initial Term and any Renewal Terms are together referred to herein as the “Term”).
4.2. A party (b) Licensee may terminate this Agreement by ceasing to use and destroying all copies of the CBT Agreement or any Purchasing Software and Documentation.
(c) Licensor may terminate this Agreement; (a) , effective upon thirty (30) days’ written notice to the other party Licensee, if Licensee, materially breaches this Agreement and such breach: (i) is incapable of a material breach if such breach remains uncured at the expiration of such periodcure; or (bii) being capable of cure, remains uncured ten (10) days after Licensor provides written notice thereof.
(d) Licensor may terminate this Agreement, effective immediately, if the other party becomes the subject of Licensee files, or has filed against it, a petition in for voluntary or involuntary bankruptcy or pursuant to any other proceeding relating insolvency law, makes or seeks to insolvency, receivership, liquidation or make a general assignment for the benefit of creditorsits creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
4.3. Termination of this CBT Agreement (e) Upon expiration or a Purchasing Agreement shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Licensee’s obligation to pay all fees that are owed. The parties’ rights and obligations under this CBT Agreement that by their nature are intended to survive earlier termination of this CBT Agreement or a Purchasing Agreement Agreement, the license granted hereunder shall do soalso terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. Upon the No expiration or termination of this CBT Agreement or shall entitle Licensee to any Purchasing Agreementrefund. INTERRUPTION, Licensee shall: DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (a) immediately cease using
4.4. LICENSEE ACKNOWLEDGES INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND AGREES THAT ANY DOWNLOADABLE COPIES WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE CBT MAY BE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT TO A MECHANISM THAT CAN DISABLE MATTER, UNDER ANY LEGAL OR TIME OUT LICENSEE’S USE AFTER THE EXPIRATION EQUITABLE THEORY, INCLUDING BREACH OF THE TERMCONTRACT, OR THAT SYNOPSYS MAY TERMINATE ACCESS TO THE CBT HOSTED SERVICE AT THE END OF THE TERM.TORT
Appears in 1 contract
Samples: End User License Agreement
T erm and Termination. 4.1. This CBT The initial term of this Agreement shall commence will begin on the Subscription Start Date “Effective Date,” which is the date on which your Membership Services begin pursuant to this Agreement, as confirmed by the Company following its receipt of a copy of the Agreement executed by you and unless your Membership Fee; provided that upon the Company’s receipt of the executed Agreement and the Membership Fee, the Company retains the option, in its sole discretion, not to confirm the effectiveness of this Agreement (e.g., due to limitations on the number of Members) and to return your Membership Fee payment to you. Unless this Agreement is otherwise terminated earlier as provided belowherein, the initial term of this Agreement will remain in full force be for one (1) year, commencing on the Effective Date (the “Initial Year”), and effect until the end of the Initial Term, after which it Agreement will automatically renew for successive terms of the same length as the Initial Term, but not to exceed one (1) year each periods (each each, a “Renewal TermYear”), unless either Licensee or Synopsys party notifies the other party in writing, not less than thirty (30) days’ prior to the expiration of their intent the Initial Year or a Renewal Year (as applicable) of that party’s desire not to renew at least five (5) business days prior to this Agreement. Unless the upcoming Renewal TermAgreement is sooner terminated, the Company will xxxx you, or Synopsys ceases to make the particular Hosted Service available. All Renewal Terms are charged at Synopsys' then-current rates unless otherwise agreed by the parties. The Initial Term and charge your credit card on file, for any Renewal Terms are together referred Year before the beginning of that year. You agree to herein pay the Membership Fee for each Renewal Year (or pay the initial installment for that year, as applicable) within thirty (30) days following invoicing. Failure to pay the “Term”.
4.2invoiced amount in a timely manner may result in termination of this Agreement. A Either party may also terminate the CBT this Agreement or at any Purchasing Agreement; (a) time for any reason upon thirty (30) days’ prior written notice to the other party party, delivered in the manner set forth in Section 4 of a material breach if such breach remains uncured at the expiration Additional Terms section of such period; or the Handbook. If you terminate this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, minus an administrative fee of two hundred dollars (b$200) (“Administrative Fee”). Except as provided below, if the other party Company terminates this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, and no Administrative Fee will be due. Any pro-rated refund will be based on the number of days remaining in your Membership term (or payment period, as applicable). In the event of your death, this Agreement will immediately terminate. However, in the event that your Physician becomes unavailable for an extended period of time, the subject Company may seek to identify a replacement Physician as your Physician (at least temporarily) and not terminate this Agreement, in which case you will be entitled to terminate the Agreement and obtain a pro-rated refund as provided above, or continue the Agreement if the Company finds a replacement Physician. The Company will not be considered to be in breach of a petition this Agreement for any failure or any delay in bankruptcy fulfilling its obligations hereunder caused, in whole or in part, directly or indirectly, by fires, natural disasters, strikes, government orders or directives, terrorist activities, or any other proceeding relating circumstance beyond the reasonable control of the Company. In no event will the Company be liable for consequential, incidental or special damages, or any other direct or indirect damages whatsoever regardless of the form of action, even if the Company has been advised or should have been aware of the possibility of such damages. In no event will the Company’s liability to insolvencyyou for any claim, receivershipwhether in contract, liquidation tort or assignment for any other theory of liability, exceed the benefit Membership Fees paid by you. By signing this Agreement, I hereby acknowledge and agree that I have read and understand this Agreement, including the Handbook, and that I agree to all terms contained therein. Each Party agrees that electronic signatures obtained through a standard click-through process, whether digital or encrypted, of creditors.
4.3. Termination of the Parties included in this CBT Agreement or a Purchasing Agreement shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Licensee’s obligation to pay all fees that are owed. The parties’ rights and obligations under this CBT Agreement that by their nature are intended to survive termination of authenticate this CBT Agreement or a Purchasing Agreement shall do sowriting and to have the same force and effect as manual signatures. Upon the expiration or termination of this CBT Agreement or any Purchasing AgreementMember Signature: Member Printed Name: _ Date: Agreed/Accepted: By: Its: Effective Date: Name: DOB: Address 1: Address 2 (e.g., Licensee shallapt.): City, State, Zip: (a) immediately cease using
4.4. LICENSEE ACKNOWLEDGES AND AGREES THAT ANY DOWNLOADABLE COPIES OF THE CBT MAY BE SUBJECT TO A MECHANISM THAT CAN DISABLE OR TIME OUT LICENSEE’S USE AFTER THE EXPIRATION OF THE TERM, OR THAT SYNOPSYS MAY TERMINATE ACCESS TO THE CBT HOSTED SERVICE AT THE END OF THE TERM.Phone: Email:
Appears in 1 contract
Samples: Membership Agreement