Common use of Term Termination and Suspension Clause in Contracts

Term Termination and Suspension. 11.1 This Agreement commences on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either Party may terminate this Agreement: (a) at any time on written notice to the other Party in the event of: (i) a material breach of this Agreement by the other Party; (ii) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (b) immediately with notice and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This Agreement commences on shall be effective as of the Effective Date and shall remain will continue in force effect for one year or such longer initial term period as specified in the Order Form (the “Initial Term”), and then automatically renew for successive one year periods thereafter (each a “Renewal Term” and collectively with the Initial Term, the “Term”), unless and until it is terminated in accordance with this Section 10. The Initial Term and each Renewal Term are also each referred to herein as a “License Year.” 11.2 World Fuel may terminate this Agreement immediately upon notice to Licensee in the event that Licensee breaches any of its provisionsobligations pursuant to Section 2 (License), Section 3 (Restrictions on Use), Section 5 (Ownership of Intellectual Property) or Section 12 (Confidentiality). World Fuel may suspend or terminate Licensee’s access to the Software immediately in the event all fees have not been paid. 11.2 11.3 Either party may terminate this Agreement if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days or such other time period as the parties may agree in writing after receipt of written notice by the non-breaching party specifying the nature of the breach. 11.4 Either Party may terminate this Agreement: (a) Agreement for convenience at any time on upon thirty (30) days prior written notice and such termination shall be effective as of the end of the month in which such termination date occurs. In the event Licensee terminates pursuant to this Section 10.4, Licensee shall remain responsible for paying all unpaid fees for the duration of the then-current License Year. In the event Licensor terminates pursuant to this Section 11.4, Licensee shall not be obligated to pay any amounts due for periods after the effective date of such termination, and Licensor shall refund any amounts prepaid for periods after the termination date. 11.5 Upon the termination of this Agreement for any reason, (i) all rights and licenses granted hereunder shall terminate, except those that survive pursuant to Section 11.6; (ii) Licensee shall cease all use of the Software; (iii) World Fuel shall cease using Customer Data; (iv) World Fuel may cease providing any Support Services and terminate Licensee’s and its authorized users’ access to the Software; and (v) where the Licensee possesses the Software, the Software will be returned to World Fuel. Moreover, upon request each party shall promptly (i) return to the other Party any Confidential Information (as defined in the event of:below) of World Fuel in Licensee’s possession or control, together with all related materials or (ii) destroy Confidential Information and certify in writing that such party has done so; provided, however, that World Fuel may retain Customer Data as required for compliance with applicable law, and in its back-ups, archives, and disaster recovery systems until deleted in its ordinary course. (i) a material breach 11.6 Termination for any reason of this Agreement by does not release Licensee from any liability that at the other Party; (ii) the other Party passing a resolutiontime of such termination has accrued to World Fuel, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction may accrue in respect of any act or omission before such termination. Without limiting the other Party; or (b) immediately with notice and without cause. 11.3 Furtherforegoing, Partnerize may terminate Licensee’s obligation to make all payments due to World Fuel as of the termination of this Agreement immediately shall survive such termination. The provisions of this Agreement concerning ownership, disclaimers, waivers, indemnification, insurance, the effect of termination, confidentiality, audits, publicity, non-solicitation, interpretation of this Agreement and without notice if Partner engages any other provisions of this Agreement that by their terms or nature survive the termination of this Agreement, shall remain in Unethical Activities or breaches clause 6, 7 or 14 effect after termination of this Agreement. 11.4 Partnerize 11.7 World Fuel may suspend or terminate or otherwise deny Licensee or any of its provision authorized users access to or use of all or any part of the Services Software or Partner's participation in services, without any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss resulting obligation or liability, includingin the event World Fuel receives any judicial or other governmental request to do so, without limitationbelieves in its good faith discretion that, if Partnerize believes Partner Licensee or any individual accessing Licensee’s account is engaged in breach of this Agreement or likely to be involved in any Unethical Activitiesfraudulent, misleading or unlawful activities, or that the security or integrity of its systems and services may be threatened or otherwise adversely affected. Additionally. World Fuel may suspend or terminate this Agreement if Licensee fails to meet its payment obligations hereunder in full. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This Agreement commences on the Effective Date and shall remain in force until effect from the effective date for one year, renewable each year for 6 additional years. This Agreement may be terminated by Customer or Consultant if the Agreement is breached, and the breaching party, after 30 days’ notice, has not cured the breach. Upon termination of this Agreement under any of the foregoing provisions, and in accordance with its provisions. 11.2 Either Party may terminate this Agreement: addition to any other rights or obligations arising from such termination: (a) at any time on written notice each party shall return to the other Party party all Confidential Information of the other party, in whatever form, in such party's possession or control, and shall delete all records containing such Confidential Information, except for a record of payments made hereunder; and (b) all obligations to perform under any current or subsequent Statement of Work shall cease. Nothing contained herein shall be deemed to affect Consultant’s right to suspend Consultants Services in the event of: (i) a material breach of Customer’s failure to timely pay obligations to Consultant under this Agreement by Agreement. Payment for all work performed and supplies and materials provided or ordered to the other Party; (ii) the other Party passing a resolution, or a court date of competent jurisdiction making an order, that the other Party such suspension shall be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part paid as of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (b) immediately with notice and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period date of such suspension. For At such time as the avoidance party initiating such suspension elects to resume work under this Agreement, that party shall notify the other party by written notice that work shall recommence in 30 days of doubtsuch notice. In the event that Customer shall have been the party initiating such suspension, Partner Consultant shall not be entitled to an equitable adjustment in Consultants Fees as a result of such suspension. In the event work has been suspended for three months, this Agreement shall be deemed to have been terminated at the expiration of such three-month period. If this project is stopped for any Commissionreason by either the Customer or Consultant, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access written notice must be given to the Partnerize Networkother party. Payment is due to Consultant for the work completed through the effective date of the termination or suspension cancellation notice, as well as work Customer may request of Consultant to complete work in progress for delivery. Costs to date will be estimated and invoiced. Payment in full is due prior to the release of associated deliverables and must be paid within 30 days.

Term Termination and Suspension. 11.1 This 15.1 The Agreement commences on will operate for the Effective Date and Minimum Term which the parties acknowledge is a fixed term. The Customer shall remain not be entitled to terminate this Agreement except as expressly provided in force until this Agreement. 15.2 At the end of the Minimum Term or an Extension Term (if this Agreement is extended under this clause), this Agreement shall be automatically extended for a period equal to the Extension Term commencing immediately following the last day of the Minimum Term or the applicable Extension Term. However, if a party does not want this Agreement to be automatically extended pursuant to this clause, that party must give the other party prior written notice of at least the Notice Period before the end of the Minimum Term or the applicable Extension Term, in which event, this Agreement shall be terminated at the end of the Minimum Term or the applicable Extension Term in which such notice is properly served. 15.3 Without limiting FSA’s other rights, FSA may suspend the performance of its obligations under this Agreement if: (a) the Customer fails to pay any Fees to FSA when due, unless the subject of a bona fide dispute in accordance with its provisionsclause 11.4; (b) the Customer breaches any other provision of this Agreement which is not capable of remedy; (c) the Customer breaches any other provision of this Agreement which is capable of remedy but is not remedied within 14 days after receipt of notice requiring it to do so; or (d) FSA is also entitled to terminate this Agreement according to an express provision of this Agreement. 11.2 Either Party 15.4 FSA shall be entitled to suspend provision of all or part of the Services if: (a) required for urgent maintenance of the FSA System; or (b) to prevent damage to the FSA System; or (c) where FSA reasonably suspects that the FSA Systems are being used, accessed or attacked in an unauthorised or illegal manner. 15.5 FSA may terminate this Agreement by written notice to the Customer: (a) with immediate effect if any amount payable by the Customer under this Agreement that is not subject to a bone fide payment dispute in accordance with clause 11.4, remains outstanding for 30 days after the due date for payment; (b) with immediate effect if the Customer commits a material breach of this Agreement or a breach of a material or essential term or condition of this Agreement; (c) with immediate effect if the Customer commits a breach of or fails to perform any or all of its other obligations under this Agreement and does not remedy that breach or non- performance (if capable of remedy) within 21 days after receipt of notice requiring it to do so; (d) with immediate effect if the Customer suffers an Insolvency Event or a Change in Control. 15.6 The Customer may terminate this Agreement with immediate effect (or some other longer period of the Customer’s discretion) by written notice to FSA if FSA commits a breach of a material term of this Agreement and does not remedy that material breach within 30 days after receipt of notice of breach. 15.7 Upon the termination or expiration of this Agreement: (a) at any time on written notice each party must promptly return to the other Party in the event of: party or destroy (i) a material breach of this Agreement by at the other Party; (iiparty’s election) the all Confidential Information, data, materials and other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets property of the other Partyparty (including all copies), held by it, its Personnel or otherwise under its control; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (b) FSA may issue a Tax Invoice for all Fees and any other amounts payable to FSA but not included in a previous Tax Invoice. The Customer must pay those amounts within 14 days of the date of the Tax Invoice; (c) each party will have no further obligations to the other unless expressly stated otherwise in this Agreement; (d) the Customer must, and ensure that all Users also, stop using the Services; (e) FSA is entitled to take any and all action as will result in the Customer no longer being able to access or use the Services and the Customer must provide reasonable assistance to FSA to achieve such, including giving FSA reasonable access to the Customer’s computer systems and network to remove or disconnect any of the Services; (f) neither party will retain any of the other party’s Confidential Information unless, and only to the minimum extent, they are required to do so by any applicable law. In the event that a party (First Party) is required to retain the Confidential Information of the other party (Second Party) by law, the First Party must immediately with notice notify the Second Party of the requirement (and without cause.provide any particulars reasonably requested by the Second Party) unless such notification would be a contravention of the law; and 11.3 Further(g) does not affect the rights and obligations of either party arising or accruing prior to termination, Partnerize may terminate this Agreement immediately and without notice if Partner engages the rights and obligations in Unethical Activities or breaches clause 6clauses 7, 7 or 14 10, 13, 14, 15, 16, 17, 19, 20 and 21 in these Terms and Conditions shall survive the termination of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. 15.8 For the avoidance of doubt, Partner shall not be entitled the rights under this clause 15 are in addition to any Commissionother rights and remedies the parties may have under the general law. Further, compensation a party’s exercise of a right to terminate or suspend this Agreement in accordance with the provisions of this clause 15 does not in and of itself affect any other form rights or remedies that the party may otherwise have under this Agreement (for example, the exercise of payment from Partnerize a right to suspend the provision of the Services does not itself result in respect the waiver of any period of suspension, whether or not a right to terminate this Agreement even if the suspension is lifted and Partner is subsequently re-granted access same event gives rise to the Partnerize Networkexercise of both rights).

Term Termination and Suspension. 11.1 8.1 This Agreement commences shall come into effect on the Effective Date date hereof and shall remain in force until terminated shall, subject to earlier termination in accordance with its provisionsthis Clause 8 or Clause 9.5, continue in effect for the Cable Lifetime. 11.2 8.2 Either Party party may terminate this AgreementAgreement by service on the other party of notice in writing, having effect forthwith, if the other party shall become insolvent or have an administrator, receiver or administrative receiver appointed over a substantial part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction or be subject to an order for dissolution by a court of competent jurisdiction or shall make any compromise or arrangement with its creditors or make an application a court of competent jurisdiction for protection from creditors or have any form of execution or distress levied upon, or an encumbrancer take possession of or sell, a substantial part of its assets or cease to carry on business, or if, an equivalent event occurs in relation to that party in any jurisdiction, PROVIDED THAT, if CCL has paid the Purchase Price to Telemonde in full in respect of the Unit of Capacity in accordance with this Agreement and Telemonde is the terminating party under this Clause 8.2, then: 8.2.1 Telemonde shall give CCL seven (7) days' notice in writing of termination under this Clause 8.2; 8.2.2 CCL shall be entitled to assign and transfer its rights and obligations under this Agreement in respect of the Unit of Capacity to a customer, provided that during such notice period: (a) at any time on CCL gives Telemonde written notice to the other Party in the event of: (i) a material breach of this Agreement by the other Party; (ii) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Partysuch assignment; orand (b) immediately such customer enters into an agreement with notice Telemonde to Telemonde's reasonable satisfaction whereby such customer agrees to be bound by the terms of this Agreement; and 8.2.3 the rights of each customer to the Unit of Capacity validly assigned by CCL to that customer in accordance with Clause 8.2.2 shall be unaffected by and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 survive termination of this Agreement. 11.4 Partnerize 8.3 Either party may suspend its provision terminate this Agreement by service on the other party of not less than thirty (30) days' notice in writing specifying a material breach by the other party of a material obligation and requiring that the breach is remedied, such notice only taking effect where that breach is not remedied during such period. 8.4 In the event that Telemonde has not received payment in full of the Services or Partner's participation Annual Charge in any Campaignrespect of the Unit of Capacity on the applicable due date, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize Telemonde shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form suspend service across the Unit of Capacity on giving seven (7) Business Days' notice in writing to CCL. Telemonde shall restore service across the Unit of Capacity only on receipt by Telemonde of payment from Partnerize by CCL of that Annual Charge, together with a restoration fee of 25% of such Annual Charge. In the event that the overdue Annual Charge and restoration fee are not paid on or by 1 January of the year following the date of this notice of suspension of service, Telemonde shall be entitled to revoke the IRU and lease granted in respect of the Unit of Capacity, with immediate effect. Telemonde acknowledges that it has no revocation rights in respect of the Capacity other than as set out in this Clause 8.4. 8.5 Clauses 6, 7, this Clause 8.5 and Clauses 10, 12 and 20 shall continue in full force and effect notwithstanding termination of this Agreement. 8.6 Termination of this Agreement shall not operate as a waiver of any period breach by a party of suspension, whether any of the provisions hereof and shall be without prejudice to any rightful remedies of either party which may arise as a consequence of such breach or not the suspension is lifted and Partner is subsequently re-granted access which may have accrued hereunder up to the Partnerize Networkdate of such termination.

Term Termination and Suspension. 11.1 This 9.1 Unless agreed otherwise, this Agreement commences shall commence on the Effective Date and shall remain in force until terminated in accordance with its provisionsdate hereof for an indefinite period of time. 11.2 Either 9.2 Each Party may terminate this AgreementAgreement with immediate effect at any time and for any reason, by written or email notice to the other Party. 9.3 Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of: (a) at any time on written notice to a material breach by the other Party in the event of: (i) a material breach of any term of this Agreement by the other PartyAgreement; (iib) the other Party passing (filing of a resolution, request for) bankruptcy or a court suspension of competent jurisdiction making an order, that the other Party be wound up, payment (or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iiisimilar action) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (bc) immediately with notice and without causea (direct or indirect) change of Control in respect of the other Party. 11.3 Further, Partnerize may 9.4 This Agreement will terminate automatically in the case that no Materialized Transactions are effected in a period of 12 consecutive months. 9.5 Upon termination of this Agreement immediately SafeTravelPass shall continue to pay to the AGENT any outstanding Commission in accordance with Article 5 above for a period of 12 months after the termination date, on the condition that SafeTravelPass has the correct contact and without notice if Partner engages in Unethical Activities or breaches clause 6banking details for the AGENT during that period. Should the AGENT fail to claim any unpaid Commission within that 12 month period, 7 or 14 such failure shall constitute an effective waiver of this Agreementthe AGENT’s right to claim such Commission. 11.4 Partnerize may suspend its provision 9.6 In the event of a breach of clause 4 herein by or attributable to the Services or Partner's participation in any CampaignAGENT, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize SafeTravelPass shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commissionexercise the following actions and rights, notwithstanding the remedies and actions for specific performance, damage compensation or any other form injunctive or equitable relief available by law or contract: (a) suspension of payment from Partnerize in respect its (payment) obligations under or termination of any period of suspension, whether or not the suspension is lifted this Agreement with immediate effect and Partner is subsequently re-granted access without prejudice to the Partnerize Networkrights that have already accrued prior to the breach; and/or (b) SafeTravelPass shall be entitled to use a Percentage Commission Split of 0% for all bookings made and/or each Materialised Transaction during the term that the AGENT breaches the relevant obligations set out in clause 4 herein or has not remedied its breach of the relevant obligations as set out in clause 4 herein in full.

Term Termination and Suspension. 11.1 17.1. This Agreement commences shall commence on the Effective Date date hereof and shall remain continue in force until [Date], unless terminated under the provisions of this Clause 17. The supply and/or use of the Licensed Data shall commence on the “Effective Date” specified in accordance with its provisionsthe Schedule. 11.2 17.2. The Agreement shall terminate in the event that the Licensee ceases to use the Licensed Data for the Permitted Use for a period of more than 6 consecutive months as determined by RSP. 17.3. Either Party may party shall be entitled to terminate this Agreement: (a) the Agreement on notice without liability at any time on written notice to the other Party in the event ofif: (i) 17.3.1. The other party commits a material breach of any of its obligations under this Agreement by and, if the breach is capable of remedy, fails to remedy it within 10 business days of receipt of written notice specifying the breach and requiring it to be remedied; or 17.3.2. the other Party;party makes any voluntary arrangement with its creditors within the meaning of the Insolvency Xxx 0000 or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (ii) the other Party passing a resolution17.3.3. an encumbrancer takes possession, or a court receiver is appointed, of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business property or assets of the other Party;party; or (iii) 17.3.4. the other Party party ceases, or threatens to cease, to carry on its business. 17.4. RSP shall be entitled to terminate the Agreement on notice without liability at any time if: 17.4.1. the Licensee brings RSP, ATOC, the TOCs or the passenger rail industry into disrepute; or 17.4.2. any invoices or other sums payable under this Agreement by the Licensee remain unpaid for more than 10 business days after the due date, except where such invoice or sum is unable the subject of a valid dispute. 17.5. This Agreement will terminate in relation to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction data covered under this Agreement in respect of which RSP obtains rights from any third party upon the other Party; or (b) immediately with notice termination or expiry of the right for RSP to receive and without causesub-licence such data. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 17.6. In the event that the Licensee fails to comply with the provisions of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, includingClause 2.1 RSP may, without limitationprejudice to its other rights, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises and at its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in absolute discretion issue the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.Licensee a Non-

Term Termination and Suspension. 11.1 16.1 This Agreement commences will begin on the Effective Date and shall remain will continue until the later of the following: (1) the expiration of a Subscription Period, if not renewed in force until accordance with this Agreement or (ii) the date on which this Agreement was terminated in accordance with its provisionsthis Section (the “Term”). 11.2 Either Party 16.2 Gravitee may terminate this Agreement: the Agreement (in whole or in part) for cause if: (a) at any time on written notice to the other Party in the event of: (i) Customer commits a material breach of this the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; (b) Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or (c) an Insolvency Event affecting Customer occurs; (d) where a third party which hosts the Products on behalf of Gravitee terminates its provision of such hosting services, provided that Gravitee will use reasonable endeavours procure a replacement hosting provider 16.3 Unless prohibited by applicable law, Customer may terminate the Agreement for cause: (a) upon thirty (30) days’ written notice to Gravitee of a material breach of the Agreement relating to the Products or Support Services which breach is irremediable or (if such breach is remediable) where Xxxxxxxx fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or (b) if an Insolvency Event affecting Gravitee occurs. 16.4 Subject to Section 16.5, on expiry or termination of the Agreement (or part thereof): (a) all applicable Usage Rights and Support Services shall cease and Customer will immediately cease to use or access the applicable Products and Support Services; (b) Customer shall immediately pay to Gravitee any applicable sums due to Gravitee; and (c) each Party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) relating to the applicable Products and/or Support Services and belonging to the other Party;. 16.5 Termination or expiry of the Agreement, regardless of the cause, does not affect Customer’s ability to continue to use an OSS Product under the conditions set out in the applicable Open Source License Terms. 16.6 Gravitee may directly or indirectly, suspend or otherwise deny Customer’s (iiincluding any User’s) the other Party passing a resolutionaccess to, or a court of competent jurisdiction making an orderuse of, that the other Party be wound up, all or a receiver, administrative receiver, administrator or manager is appointed over any part of the business a Product or assets Support Service without incurring any resulting obligation or liability, if: (a) Customer or its Users are in breach of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other PartyAgreement; or (b) immediately with notice and without cause. 11.3 Further, Partnerize may Gravitee is otherwise permitted to terminate this the Agreement immediately and without notice if Partner engages in Unethical Activities but chooses to suspend access or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its provision use instead; (c) Customer fails to pay any fees that are due under the Agreement within fourteen (14) days of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary date such fees are due to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.paid;

Term Termination and Suspension. 11.1 This 7.1 Unless agreed otherwise, this Agreement commences shall commence on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either date hereof for indefinite period of time. Each Party may terminate this Agreement: (a) Agreement at any time on and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 7.2 Each Party may terminate this Agreement (and close the Accommodation on the Platforms) or suspend this Agreement in respect of the event other Party, with immediate effect and without a notice of default being required in case of: (ia) a material breach by the other Party of any term of this Agreement by (e.g. delay of payment, insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or (b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) in respect of the other Party. 7.3 Any notice or communication by Sudropa holidays and rental of "closure" ("close", "closed") of the Accommodation on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Accommodation shall honor outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. 7.4 The following events shall in any event be regarded as a material breach and entitle Maletravel to immediately terminate (close) or suspend the Agreement (without a notice of default): (i) the Accommodation fails to pay Commissions on or before the due date; (ii) the other Party passing a resolution, Accommodation posts incorrect or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Partymisleading Accommodation Information to our sales representative; (iii) the other Party is unable Accommodation fails to pay its debts within maintain Information on resulting in over-bookings at the meaning of Section 123 Accommodation; (iv) the Accommodation fails to accept a reservation at the price shown on a reservation; (v) the Accommodation overcharges one or more guests; (vi) Maletravel receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Accommodation; (vii) misuse of the Insolvency Act 1986 Guest review process by any behavior that results in a review appearing on the Platforms that is not an honest expression of a real stay by a real guest at the Accommodation; (viii) inappropriate, unlawful or unprofessional behavior towards guests or Maletravel staff; or (ix) any similar event occurs in any other jurisdiction (alleged) safety, privacy or health issues or problems in respect of the other Party; or Accommodation or its facilities (bthe Accommodation shall at its own costs and upon first request of Xxxxxxx.xxx deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) immediately with notice laws and without causelegislation). 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This Agreement commences will begin on the Effective Date and shall remain in force until continue for the Term, unless terminated in accordance with its provisionsthese terms. 11.2 At the end of the relevant Term the Order will be automatically renewed for successive periods equivalent to the Term (each a "Renewal Period"), unless either party notifies the other party of termination, before the end of the Term or any Renewal Period, in which case this Order shall terminate upon the expiry of the applicable Term or Renewal Period. The Customer will not be entitled to any refund or credit for any portion of the Fee for any unused part of the Term already paid for. In the event your payment method is by payment card, you authorise us to automatically take further payment on renewal of the Term, until you instruct us otherwise. 11.3 Either Party may terminate this Agreement: (a) at any time on written notice to Agreement if the other Party in the event of: (i) party commits a material breach of this Agreement by that is capable of remedy and which the other Party; (ii) party in breach has not remedied within 30 days of a receipt of a written notice identifying the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (b) immediately with notice and without causebreach. 11.3 Further, Partnerize 11.4 Stryker may terminate this Agreement immediately and and/or suspend the Service without notice if Partner engages in Unethical Activities the Fee has not been received by the due date or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its if the provision of the Services Service is found to be unlawful in the jurisdiction or Partner's participation territory in any Campaign, or disable Links, where Partnerize believes which it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activitiesused. 11.5 If Partnerize exercises its rights In the event of suspension under any termination of this Agreement by Strykerunder clause 11.3 or 11.4, Partnerize Xxxxxxx will not refund nor shall notify Partner as soon as practicable credit, and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall Customer will not be entitled to any Commissionrefund or credit for, compensation any portion of the Fee for any unused part of the Term. 11.6 Upon termination of this Agreement for any reason whatsoever: (a) the relationship of the Parties shall cease and all rights granted under this Agreement to access and use the Service shall cease immediately; (b) any provision which is expressly or any other form by implication intended to come into force or remain in force on or after termination will continue in full force and effect. 10.7 The termination of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access this Agreement shall be without prejudice to the Partnerize Networkrights and remedies of either Party which may have accrued up to the date of termination.

Term Termination and Suspension. 11.1 This Agreement commences enters into force on the Effective Date and Date. The Agreement shall remain in force until terminated further notice. Both Parties have the right to terminate this Agreement in writing with two (2) weeks’ notice. After the termination, the Service Provider is responsible for paying the Partner the sales income for the actual sales of Surplus Goods through the Service from the time before termination in accordance with its provisions. 11.2 Either the payment terms further agreed in Appendix 1 (Pricing) and the Partner is obligated to pay to the Service Provider the applicable fees accrued prior to the effective date of termination. Each Party may shall have the right to terminate this Agreement: (a) at any time on Agreement with immediate effect upon written notice to the other Party in if (a) the event of: (i) other Party commits a material breach of any of the terms and conditions of this Agreement by and fails to remedy such a breach, if the other Party; breach is capable of being remedied, within seven (ii7) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets days of the other Party; ’s written notice thereof; or (iiib) the other Party is unable to pay insolvent, declared bankrupt, is put into liquidation, sells all of its debts within assets, ends its business or it otherwise ceases with its payments. The Service Provider may terminate the meaning of Section 123 Agreement with immediate effect upon written notice, if control or ownership of the Insolvency Act 1986 Partner is acquired by a competitor of the Service Provider. The Partner shall notify of such changes in its ownership or control without undue delay. The Service Provider has the right at its sole discretion to suspend the Partner from the Service if (i) the Service Provider suspects that the Partner has materially breached its obligations arising from this Agreement; (ii) the Partner has not paid all the matured applicable fees in accordance with Appendix 1 (Pricing) of this Agreement to the Service Provider; (iii) there is reasonable doubt about the correctness or authenticity of the Partner’s Service account; or (iv) there is reasonable doubt that the Partner is offering other goods than Surplus Good through its Service account. Termination, cancellation or expiry of this Agreement shall not release the Parties from any liability under any obligation pursuant to this Agreement, which at the time thereof has already fallen due for performance or any similar event occurs in prior breach of this Agreement. The provisions which by their nature shall survive the termination of this Agreement, such as Sections 10 (Confidentiality) and 20 (Governing Law and Settlement of Disputes), shall survive any other jurisdiction in respect of the other Party; or (b) immediately with notice and without cause. 11.3 Furthertermination, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities cancellation or breaches clause 6, 7 or 14 expiry of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This 7.1 Unless agreed otherwise, this Agreement commences shall commence on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either date hereof for indefinite period of time. Each Party may terminate this Agreement: (a) Agreement at any time on and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 7.2 Each Party may terminate this Agreement (and close the Accommodation on the Platforms) or suspend this Agreement in respect of the event other Party, with immediate effect and without a notice of default being required in case of: (ia) a material breach by the other Party of any term of this Agreement by (e.g. delay of payment, insolvency, breach of Rates and Conditions Parity, the provision of wrong information or receipt of a significant number of Guest complaints); or (b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) in respect of the other Party. 7.3 Any notice or communication by Xxxxxxx.xxx of "closure" ("close", "closed") of the Accommodation on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Accommodation shall honour outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. 7.4 The following events shall in any event be regarded as a material breach and entitle Xxxxxxx.xxx to immediately terminate (close) or suspend the Agreement (without a notice of default): (i) the Accommodation fails to pay Commissions on or before the due date; (ii) the other Party passing a resolution, Accommodation posts incorrect or a court of competent jurisdiction making an order, that misleading Accommodation Information on the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other PartyExtranet; (iii) the other Party is unable Accommodation fails to pay its debts within maintain Information on the meaning of Section 123 Extranet resulting in over-bookings at the Accommodation; (iv) the Accommodation fails to accept a reservation at the price shown on a reservation; (v) the Accommodation overcharges one or more guests; (vi) the Accommodation charges a guest’s credit card prior to arrival of the Insolvency Act 1986 guest without an express agreement from the guest (a guest provides express agreement if they select a non-refundable or an advance purchase room type); (vii) Xxxxxxx.xxx receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Accommodation; (viii) misuse of the Guest review process by any similar event occurs behaviour that results in a review appearing on the Platforms that is not an honest expression of a real stay by a real guest at the Accommodation; (ix) inappropriate, unlawful or unprofessional behaviour towards guests or Xxxxxxx.xxx staff; or (x) any other jurisdiction (alleged) safety, privacy or health issues or problems in respect of the Accommodation or its facilities (the Accommodation shall at its own costs and upon first request of Xxxxxxx.xxx deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation). 7.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party; or ’s rights and remedies in respect of an indemnification or a breach by the other (bterminating) immediately with notice and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 Party of this Agreement. Clause 2.4, 6, 8, 9 and 10 shall survive termination. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 15.1 This Agreement commences shall commence on the Effective Commencement Date. Unless terminated earlier in accordance with clause 15.3 or this clause 15.1, this Agreement shall commence on the Commencement Date and shall remain in force until terminated in accordance with its provisions. 11.2 continue for the Initial Period and shall automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either Party party may terminate this Agreement: (a) at any time on give written notice to the other Party in party, not later than 90 days before the event of:end of the Initial Period or the relevant Renewal Period, to terminate this Agreement at the end of the Initial Period or the relevant Renewal Period, as the case may be. (i) 15.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement by and (if that breach is remediable) fails to remedy that breach within a period of 15 days of the other Partydate of the terminating party’s termination notice. 15.3 The Customer may terminate this Agreement in accordance with clause 5.8 if the Customer does not agree to a Charges Increase. 15.4 BBFC may, at its discretion, terminate this Agreement or suspend the provision of the Data Services with immediate effect: 15.4.1 if the Customer uses the BBFC Data in breach of this Agreement, or breaches the Data Usage Rules; (ii) 15.4.2 if the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other PartyCustomer fails to pay BBFC’s invoice when due and remains in default for 15 days after being notified in writing to pay; (iii) the other Party is unable to pay its debts within the meaning 15.4.3 if a Force Majeure Event continues for a period of Section 123 of the Insolvency Act 1986 or any similar more than 3 days; 15.4.4 if an insolvency type event occurs in any other jurisdiction in respect of the other PartyCustomer; or (b) immediately with notice and without cause15.4.5 the Customer suspends, ceases or threatens to suspend or cease carrying on all or a substantial part of the business. 11.3 Further, Partnerize may terminate 15.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 15.6 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. 15.7 On any termination of this Agreement for any reason or expiry of the Term, the Customer shall immediately pay any outstanding amounts owed to BBFC under this Agreement and, within a reasonable period of termination or expiry ensure that there is no further use of the Data Services in any of the Customer's products or applications. 15.8 On any termination of this Agreement for any reason or expiry of the Term: 15.8.1 the Customer shall as soon as reasonably practicable return, delete or destroy (as directed in writing by BBFC) all data, information, software, and other materials provided to it by BBFC in connection with this Agreement including all materials containing or based on BBFC's Confidential Information; and 15.8.2 without notice if Partner engages in Unethical Activities limiting the effect of clause 15.8.1, the Customer shall as soon as reasonably practicable ensure that all BBFC Data, Reformatted Data and Materials are deleted from the Customer System and any Customer Offering, and any electronic data shall be considered deleted, for the purpose of this clause 15.8, where it has been put beyond use by the deleting party. 15.9 The Customer shall provide written confirmation of compliance with clause 15.8.2 no later than 14 days after termination or breaches clause 6, 7 or 14 expiry of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This Agreement commences on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either Party may terminate this Agreement: (a) at any time on written notice to the other Party in the event of: (i) a material breach of this Agreement by the other Party; (ii) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or (b) immediately with notice and without cause. 11.3 Further, Partnerize Parternize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize Parternize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize Xxxxxxxxxx believes it is necessary to protect PartnerizeParternize, PartnerizeXxxxxxxxxx's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize Xxxxxxxxxx believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize Parternize exercises its rights of suspension under clause 11.4, Partnerize Xxxxxxxxxx shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for PartnerizeXxxxxxxxxx's obligations in clause 14, Partnerize Parternize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize Parternize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Parternize Network.

Term Termination and Suspension. 11.1 This 7.1 Unless agreed otherwise, this Agreement commences shall commence on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either date hereof for an indefinite period of time. Each Party may terminate this Agreement: (a) Agreement at any time on and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 7.2 Each Party may terminate this Agreement with immediate effect in the event of:of (i) a legal or regulatory obligation, (ii) an imperative reason under applicable law, (iii) a repeated infringement of this Agreement or (iv) a material breach, including but not limited to instances of illicit or inappropriate content, fraud or data breaches. (i) a material breach of this Agreement by the other Partylegal or regulatory obligation; (ii) an imperative reason under applicable law; (iii) a repeated infringement of this Agreement; (iv) a (reasonably anticipated or suspected) material breach by the other Party passing a resolutionof any term of this Agreement (including but not limited to delay of payment, or a court insolvency, breach of competent jurisdiction making an orderrate parity guarantee, (to the extent that the other Party be wound upAccommodation (meaning: ‘property’) is located in a Wide Parity Country), breach of Rates and Conditions Parity (to the extent that the Accommodation (meaning: ‘property’) is located in a Wide Parity Country), instances of illicit or inappropriate content, fraud, data breaches, the provision of wrong information or receipt of a receiversignificant number of Guest complaints); or (v) (filing or submission of request for) bankruptcy, administrative receiver, administrator insolvency or manager is appointed over any part suspension of the business payment (or assets similar action or event) in respect of the other Party. 7.3 Any notice or communication by Xxxxxxx.xxx of "closure" ("close", "closed") of the Accommodation on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Accommodation shall honour outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. Upon termination or suspension of the Agreement and notwithstanding Xxxxxxx.xxx’s right to (permanently) remove the Accommodation from the Platform, Xxxxxxx.xxx shall be entitled to keep and maintain the Accommodation page available on the Platform, but close availability (status: "closed operations") pending full and final payment of any due and outstanding amounts (including (future) commission). 7.4 The following events shall in any event be regarded as a material breach and/or shall entitle Xxxxxxx.xxx to immediately terminate (close), restrict or suspend (all or part of its obligations, covenants and undertakings under) the Agreement (without a notice of default): (i) failure to pay any of Xxxxxxx.xxx’s invoices, debit notes or charges before or on the due date; (ii) a bad faith attempt to avoid payment of Commission and/or decrease Commission; (iii) the other Party is unable provision of inaccurate, outdated, incomplete, incorrect, misleading or fraudulent information by the Accommodation, including posting Accommodation Information of any of such nature on the Extranet; (iv) failure to pay its debts within accept a reservation at the meaning price and/or conditions shown on a reservation or non-adherence to the agreed price and/or conditions of Section 123 a reservation; (v) the Accommodation overcharges a Guest; (vi) the Accommodation misuses a Guest’s (credit card) data in any way (e.g. by charging a Guest’s credit card prior to check-in without the Guest’s prior consent) or a data breach occurs; (vii) a serious complaint from one or more Guest(s) or a third party; (viii) repeated poor ratings or reviews; (ix) the Accommodation (directly or indirectly) manipulates or attempts to manipulate a reservation or the functioning of the Insolvency Act 1986 Platform (e.g. by manipulating Guest reviews); (x) any safety, security, privacy or any similar event occurs in any other jurisdiction health issues or problems in respect of the Accommodation or its facilities (the Accommodation shall at its own costs and upon first request of Xxxxxxx.xxx deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation); (xi) the Accommodation (including a party that (directly or indirectly) holds or controls the Accommodation or is (directly or indirectly) held or controlled by the Accommodation) terminates a contract with any of Xxxxxxx.xxx’s affiliated group companies (a) without proving cause and/or (b) for convenience; (xii) any of Xxxxxxx.xxx’s affiliated group companies is legally entitled to terminate a contract for cause with the same Accommodation (including a party that (directly or indirectly) holds or controls the Accommodation or is (directly or indirectly) held or controlled by the Accommodation); (xiii) breach of contract of (including act or event of default or failure to perform any obligation under) any other Partyagreement between Xxxxxxx.xxx on the one hand and the Accommodation (or any Party that (directly/indirectly) owns or controls, is controlled by or under the common control with the Accommodation) on the other hand; (xiv) conduct by the Accommodation which is not compatible with Xxxxxxx.xxx’s global business model, technology, policies, values or ethical standards; or (bxv) immediately with notice Xxxxxxx.xxx reasonably believes that action is necessary, a.o. to protect the personal safety or property of Xxxxxxx.xxx, Guests or third parties and without causeto prevent inappropriate, unlawful or unprofessional (physical and/or non-physical) behaviour and/or acting in bad faith, fraud or any other unacceptable activity. 11.3 Further7.5 Upon termination and save as set out otherwise, Partnerize may terminate this Agreement immediately shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without notice if Partner engages prejudice to other Party's rights and remedies in Unethical Activities respect of an indemnification or breaches clause 6, 7 or 14 a breach by the other (terminating) Party of this Agreement. Clause 2.4, 6, 7.6, 8, 9 and 10 (and such other clauses that by nature survive termination) shall all survive termination. 11.4 Partnerize may suspend its provision 7.6 In the event of a "change of ownership" in respect of the Services ownership or Partner's participation in operation of the property (including any Campaignassignment, or disable Linkstransfer, where Partnerize believes it is necessary to protect Partnerizenovation of this Agreement), Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize the Accommodation agrees and acknowledges that the new owner/operator shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation use the Accommodation Information as made available or any other form used by the Accommodation prior to the change of payment from Partnerize in respect of any period of suspension, whether or not ownership (including the suspension is lifted guest reviews) and Partner is subsequently re-granted have access to the Partnerize Networkrelevant (financial and operational) performance, management and (customer) data and the Accommodation shall in any event be and remain responsible and liable for all obligations, claims and liabilities related to the period, or accrued prior to the change of ownership.

Term Termination and Suspension. 11.1 This Agreement commences 10.1 These Terms commence on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 10.2 Either Party may terminate this Agreement: (a) these Terms at any time on written notice to the other Party in the event of: (ia) a material breach of this Agreement these Terms by the other Party;; or (iib) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) ; the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party; or. 10.3 Further, PHG may terminate these Terms: (ba) immediately with notice and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner Publisher engages in Unethical Activities or breaches clause 6, 7 6 or 14 13 of this Agreementthese Terms; and (b) on immediate notice without cause. 11.4 Partnerize 10.4 Publisher may terminate these Terms on immediate notice without cause. 10.5 PHG may suspend its provision of the Services or Partner's Publisher’s participation in any CampaignProgramme, or disable Links, where Partnerize PHG believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any avoid damage, loss or liabilityliability to PHG, PHG’s Associated Companies or Advertisers, including, without limitation, if Partnerize PHG believes Partner Publisher is engaged in any Unethical Activities. 11.5 10.6 If Partnerize PHG exercises its rights of suspension under clause 11.410.5, Partnerize it shall notify Partner Publisher as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign Programme as soon as it is satisfied the reason for suspension no longer applies. 11.6 10.7 Except for Partnerize's PHG’s obligations in clause 1413, Partnerize PHG shall be relieved of all liability, duty and obligation to Partner Publisher (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner Publisher shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner Publisher is subsequently re-granted access to the Partnerize PHG Network.

Term Termination and Suspension. 11.1 This 4.1 Unless agreed otherwise, this Agreement commences shall commence on the Effective Date and shall remain in force until terminated in accordance with its provisions. 11.2 Either date hereof for indefinite period of time. Each Party may terminate this Agreement: (a) Agreement at any time on and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 4.2 Each Party may terminate this Agreement (and close the Accommodation on the Platforms) or suspend this Agreement with respect to the other Party, with immediate effect and without a notice of default being required in the event case of: (ia) a material breach by the other Party of any term of this Agreement by (e.g. delay of payment, insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or (b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) with respect to the other Party. 4.3 Any notice or communication by Eklips Corp. of "closure" ("close", "closed") of the Accommodation on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Accommodation shall honor outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. 4.4 The following events shall in any event be regarded as a material breach and entitle Eklips Corp. to immediately terminate (close) or suspend the Agreement (without a notice of default): (i) the Accommodation fails to pay Commission on or before the due date; (ii) the other Party passing a resolution, Accommodation posts incorrect or a court of competent jurisdiction making an order, that misleading Accommodation Information on the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other PartyExtranet; (iii) the other Party is unable Accommodation fails to pay its debts within maintain Information on the meaning of Section 123 Extranet resulting in overbookings at the Accommodation; (iv) the Accommodation fails to accept a reservation at the price shown on a reservation; (v) the Accommodation overcharges one or more guests; (vi) the Accommodation charges a guest’s credit card prior to arrival of the Insolvency Act 1986 guest without an express agreement from the guest (a guest provides express agreement if they select a non-refundable or any similar event occurs in any other jurisdiction in respect an advance-purchase room type); (vii) Eklips Corp. receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Accommodation; (viii) misuse of the other PartyGuest review process through any behavior that results in a review appearing on the Platforms that is not an honest expression of a real stay by a real guest at the Accommodation; (ix) inappropriate, unlawful or unprofessional behavior towards guests or Eklips Corp. staff; or (bx) immediately any (alleged) safety, privacy or health issues or problems with notice and without cause. 11.3 Further, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities or breaches clause 6, 7 or 14 of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize NetworkAccommodation or its facilities (the Accommodation shall at its own costs and upon first request of Eklips Corp. deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation).

Term Termination and Suspension. 11.1 This Agreement commences enters into force on the Effective Date and Date. The Agreement shall remain in force until terminated in accordance with its provisions. 11.2 Either Party may further notice. Both Parties have the right to terminate this Agreement: Agreement in writing with two (a2) at any time on weeks’ notice. Each Party shall have the right to terminate this Agreement with immediate effect upon written notice to the other Party in if (a) the event of: (i) other Party commits a material breach of any of the terms and conditions of this Agreement by and fails to remedy such a breach, if the other Party; breach is capable of being remedied, within seven (ii7) the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets days of the other Party; ’s written notice thereof; or (iiib) the other Party is unable to pay insolvent, declared bankrupt, is put into liquidation, sells all of its debts within assets, ends its business or it otherwise ceases with its payments. The Service Provider may terminate the meaning of Section 123 Agreement with immediate effect upon written notice, if control or ownership of the Insolvency Act 1986 Partner is acquired by a competitor of the Service Provider. The Partner shall notify of such changes in its ownership or control without undue delay. The Service Provider has the right at its sole discretion to suspend the Partner from the Service if (i) the Service Provider suspects that the Partner has materially breached its obligations arising from this Agreement; (ii) the Partner has not paid all the matured applicable fees with Appendix 1 (Pricing) of this Agreement to the Service Provider; (iii) there is reasonable doubt about the correctness or authenticity of the Partner’s Service account. Termination, cancellation, or expiry of this Agreement shall not release the Parties from any liability under any obligation pursuant to this Agreement, which at the time thereof has already fallen due for performance or any similar event occurs in prior breach of this Agreement. The provisions which by their nature shall survive the termination of this Agreement, such as Sections 10 (Confidentiality) and 20 (Governing Law and Settlement of Disputes), shall survive any other jurisdiction in respect of the other Party; or (b) immediately with notice and without cause. 11.3 Furthertermination, Partnerize may terminate this Agreement immediately and without notice if Partner engages in Unethical Activities cancellation, or breaches clause 6, 7 or 14 expiry of this Agreement. 11.4 Partnerize may suspend its provision of the Services or Partner's participation in any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss or liability, including, without limitation, if Partnerize believes Partner is engaged in any Unethical Activities. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.

Term Termination and Suspension. 11.1 This Agreement commences on shall be effective as of the Effective Date and shall remain will continue in force effect for one year or such longer initial term period as specified in the Order Form (the “Initial Term”), and then automatically renew for successive one year periods thereafter (each a “Renewal Term” and collectively with the Initial Term, the “Term”), unless and until it is terminated in accordance with this Section 10. The Initial Term and each Renewal Term are also each referred to herein as a “License Year.” 11.2 World Fuel may terminate this Agreement immediately upon notice to Licensee in the event that Licensee breaches any of its provisionsobligations pursuant to Section 2 (License), Section 3 (Restrictions on Use), Section 5 (Ownership of Intellectual Property) or Section 12 (Confidentiality). World Fuel may suspend or terminate Licensee’s access to the Software immediately in the event all fees have not been paid. 11.2 11.3 Either party may terminate this Agreement if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days or such other time period as the parties may agree in writing after receipt of written notice by the non-breaching party specifying the nature of the breach. 11.4 Either Party may terminate this Agreement: (a) Agreement for convenience at any time on upon thirty (30) days prior written notice and such termination shall be effective as of the end of the month in which such termination date occurs. In the event Licensee terminates pursuant to this Section 10.4, Licensee shall remain responsible for paying all unpaid fees for the duration of the then-current License Year. In the event Licensor terminates pursuant to this Section 10.4, Licensee shall not be obligated to pay any amounts due for periods after the effective date of such termination, and Licensor shall refund any amounts prepaid for periods after the termination date. 11.5 Upon the termination of this Agreement for any reason, (i) all rights and licenses granted hereunder shall terminate, except those that survive pursuant to Section 10.6; (ii) Licensee shall cease all use of the Software; (iii) World Fuel shall cease using Customer Data; (iv) World Fuel may cease providing any Support Services and terminate Licensee’s and its authorized users’ access to the Software; and (v) where the Licensee possesses the Software, the Software will be returned to World Fuel. Moreover, upon request each party shall promptly (i) return to the other Party any Confidential Information (as defined in the event of:below) of World Fuel in Licensee’s possession or control, together with all related materials or (ii) destroy Confidential Information and certify in writing that such party has done so; provided, however, that World Fuel may retain Customer Data as required for compliance with applicable law, and in its back-ups, archives, and disaster recovery systems until deleted in its ordinary course. (i) a material breach 11.6 Termination for any reason of this Agreement by does not release Licensee from any liability that at the other Party; (ii) the other Party passing a resolutiontime of such termination has accrued to World Fuel, or a court of competent jurisdiction making an order, that the other Party be wound up, or a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; (iii) the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction may accrue in respect of any act or omission before such termination. Without limiting the other Party; or (b) immediately with notice and without cause. 11.3 Furtherforegoing, Partnerize may terminate Licensee’s obligation to make all payments due to World Fuel as of the termination of this Agreement immediately shall survive such termination. The provisions of this Agreement concerning ownership, disclaimers, waivers, indemnification, insurance, the effect of termination, confidentiality, audits, publicity, non-solicitation, interpretation of this Agreement and without notice if Partner engages any other provisions of this Agreement that by their terms or nature survive the termination of this Agreement, shall remain in Unethical Activities or breaches clause 6, 7 or 14 effect after termination of this Agreement. 11.4 Partnerize 11.7 World Fuel may suspend or terminate or otherwise deny Licensee or any of its provision authorized users access to or use of all or any part of the Services Software or Partner's participation in services, without any Campaign, or disable Links, where Partnerize believes it is necessary to protect Partnerize, Partnerize's Associated Companies, Advertisers or Users from any damage, loss resulting obligation or liability, includingin the event World Fuel receives any judicial or other governmental request to do so, without limitationbelieves in its good faith discretion that, if Partnerize believes Partner Licensee or any individual accessing Licensee’s account is engaged in breach of this Agreement or likely to be involved in any Unethical Activitiesfraudulent, misleading or unlawful activities, or that the security or integrity of its systems and services may be threatened or otherwise adversely affected. 11.5 If Partnerize exercises its rights of suspension under clause 11.4, Partnerize shall notify Partner as soon as practicable and resume provision of Services and/or Partner’s participation in the Campaign as soon as it is satisfied the reason for suspension no longer applies. 11.6 Except for Partnerize's obligations in clause 14, Partnerize shall be relieved of all liability, duty and obligation to Partner (including, without limitation, any payment obligation) during the period of such suspension. For the avoidance of doubt, Partner shall not be entitled to any Commission, compensation or any other form of payment from Partnerize in respect of any period of suspension, whether or not the suspension is lifted and Partner is subsequently re-granted access to the Partnerize Network.