Common use of TERM, TERMINATION & SUSPENSION Clause in Contracts

TERM, TERMINATION & SUSPENSION. This Agreement will begin on the Effective Date as set forth above and will continue until otherwise terminated under this Section 13 (the “Agreement Term”). The term of the subscription to the Services shall be set forth on the Order Form (the “Subscription Term”). The Subscription Term will automatically renew for successive periods equal in length to the initial Subscription Term, unless either party provides the other with written notice of intent to terminate 30 days prior to the end of the current Subscription Term. Either party may terminate this Agreement or any Order Form (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other party that is not cured within thirty (30) days of written notice from the other party, or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filing. Termination of an Order Form will not terminate this Agreement. Termination of this Agreement will however terminate all outstanding Order Forms and Subscription Terms. Either party may also terminate this Agreement by providing 30 days’ prior written notice to the other party, if there are no outstanding Order Forms then currently in effect. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Order Form. Immediately upon any termination or expiration of this Agreement or any applicable Order Form, We will no longer provide the applicable Services to You and You will stop using the Services. You will pay Us for all fees that had accrued prior to the termination date, including any fees for the remainder of the applicable term of the Order Form(s). Upon termination of this Agreement, each party will promptly return or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following termination, You may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, We will have no further obligation to store and/or make available Your Data and may delete the same. All terms which by their nature should survive termination of this Agreement shall survive such termination. We reserve the right to suspend or limit access to the Services provided to You (or to a particular User) if You breach the terms of this Agreement, including non-payment of any fees. We are not responsible for any liability or damage suffered by You as a result of any suspension or termination in accordance with this Agreement.

TERM, TERMINATION & SUSPENSION. This Agreement will begin on the Effective Date as set forth above and will continue until otherwise terminated under this Section 13 (the “Agreement Term”). The term of the subscription to the Services shall be set forth on the Order Form (the “Subscription Term”). The Subscription Term will automatically renew for successive periods equal in length to the initial Subscription Term, unless either party provides the other with written notice of intent to terminate 30 days prior to the end of the current Subscription Term. Either party may terminate this Agreement or any Order Form (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other party that is not cured within thirty (30) days of written notice from the other party, or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filing. Termination of an Order Form will not terminate this Agreement. Termination of this Agreement will however terminate all outstanding Order Forms and Subscription Terms. Either party may also terminate this Agreement by providing 30 days’ prior written notice to the other party, if there are no outstanding Order Forms then currently in effect. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Order Form. Immediately upon any termination or expiration of this Agreement or any applicable Order Form, We we will no longer provide the applicable Services to You and You will stop using the Services. You will pay Us for all fees that had accrued prior to the termination date, including any fees for the remainder of the applicable term of the Order Form(s). Upon termination of this Agreement, each party will promptly return or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following termination, You you may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, We we will have no further obligation to store and/or make available Your Data and may delete the same. All terms which by their nature should survive termination of this Agreement shall survive such termination. We reserve the right to suspend or limit access to the Services provided to You (or to a particular User) if You breach the terms of this Agreement, including non-payment of any fees. We are not responsible for any liability or damage suffered by You as a result of any suspension or termination in accordance with this Agreement.

TERM, TERMINATION & SUSPENSION. This Agreement will begin is effective on the Effective Date as and will remain in effect for the Term set forth above in the Plan selected by You. Unless otherwise prohibited by applicable law, this Agreement and the Plan selected by You will continue until otherwise terminated under this Section 13 (the “Agreement Term”). The term of the subscription to the Services shall be set forth on the Order Form (the “Subscription Term”). The Subscription Term will renew automatically renew for successive periods equal in length to the initial Subscription Term, unless either party provides the other with written notice of intent to terminate 30 days prior to at the end of the current Subscription Term (‘Renewal Date’) and will continue to renew at the end of each subsequent Term (also a ‘Renewal Date’), unless and until (a) either party notifies the other in writing at least thirty (30) days before the end of the current Term of its intention not to renew the Fixed- Term Service or (b) You elect to cancel the renewed Plan and this Agreement within fourteen (14) days after the Renewal Date. The applicable fees in effect as of the Renewal Date will apply to the renewed Plan. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination of this Agreement or expiration of a Term, You must immediately cease all use of the Fixed-Term Service and destroy all copies of Content in your possession, unless You elect to purchase an additional Plan at the expiration of an existing Term. Either party may terminate this Agreement or any Order Form (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other party that is not cured within thirty (30) days of upon written notice from the other partynotice, or (ii) immediately if the other party ceases doing business or is materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filingbreach. Termination of an Order Form will not terminate this Agreement. Termination If Ultra Commerce initiates termination of this Agreement will however terminate all outstanding Order Forms and Subscription Terms. Either party may also terminate this Agreement by providing 30 days’ prior written notice for Your breach, You remain obligated to pay the other party, if there are no outstanding Order Forms then currently in effect. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Order Form. Immediately upon any termination or expiration of this Agreement or any applicable Order Form, We will no longer provide the applicable Services to You and You will stop using the Services. You will pay Us for all fees that had accrued prior to the termination date, including any fees balance due on Your account for the remainder of the applicable term Term then in effect, computed in accordance with the Plan selected by You, and will be billed for such unpaid fees. If You duly terminate this Agreement for uncured material breach by Ultra Commerce, You shall be entitled to reimbursement on a pro-rated basis of that portion of Your prepayment for the Fixed-Term Service which covers any time period beyond the termination date. Ultra Commerce reserves the right to end the service life (EOL) of the Order Form(s)Fixed-Term Service. If you have prepaid the fee for the EOL Fixed-Term Service, Ultra Commerce will use commercially reasonable efforts to transition You to a substantially similar Fixed-Term Service. If Ultra Commerce does not have a substantially similar Fixed-Term Service, Ultra Commerce may stop making the EOL Fixed-Term Service available to You and may terminate this Agreement upon 90 days’ written notice to You. Notwithstanding the above, you may terminate this Agreement and cancel the Fixed-Term Service for any reason within 14 days of the Effective Date. Upon termination or expiration of any Term or this Agreement, each party will promptly return or destroy all Confidential Information of in the other party in its possession. Within thirty (30) days following terminationevent that Ultra Commerce has any Customer Data, You may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, We will have agree that Ultra Commerce has no further obligation to store and/or make available Your Data and may delete retain the sameCustomer Data. All terms which by their nature should survive termination of this Agreement shall survive such termination. We reserve Notwithstanding the above, Ultra Commerce reserves the right to suspend or limit access the use or speed of the Fixed-Term Service (‘Suspension’) if Ultra Commerce determines that You are in continuing breach of an obligation under this Agreement or are breaching or have breached a law in using the Fixed-Term Service. To the extent practicable in the circumstances, Ultra Commerce will endeavour to provide You with prior notice of any Suspension. If it is not practicable to provide prior notice, Ultra Commerce will notify You of any Suspension without delay after the Services provided Suspension commences. If the cause of the Suspension is reasonably able to be remedied, Ultra Commerce will notify You of the actions to be taken for reinstatement of the Fixed-Term Service. Ultra Commerce is not liable to You (for any loss or damage due to a particular User) if You breach the terms of this Agreement, including non-payment of any fees. We are not responsible for any liability or damage suffered Suspension properly made by You as a result of any suspension or termination Ultra Commerce in accordance with this paragraph, and Ultra Commerce’s rights to suspend Fixed- Term Services are without prejudice to any other rights and remedies of Ultra Commerce under this Agreement. The following provisions will survive any expiration or termination of this Agreement: Sections 3, 4, 8, 9, 15, 17, and any other provisions which by their nature ought to survive expiration or termination.

TERM, TERMINATION & SUSPENSION. 9.1 This Agreement will begin shall commence on the Effective Date as set forth above and will continue until otherwise terminated under this Section 13 (for the “Initial Subscription Period. Thereafter, the Agreement Term”). The term of the subscription to the Services shall be set forth on the Order Form (the “Subscription Term”). The Subscription Term will automatically renew for successive periods equal in length to the initial Subscription Termof 12 months (each a ‘Renewal Period’), unless unless: a. either party provides notifies the other with written notice party of intent to terminate termination, in writing, at least 30 days prior to before the end of the current Initial Subscription Term. Period or any Renewal Period (as applicable), in which case the Agreement shall terminate upon the expiry of the then applicable Period; or b. otherwise terminated in accordance with the provisions of the Agreement. 9.2 Either party shall have the right to terminate this Agreement in the event of a breach by the other party, which breach has not been cured within 30 days of the receipt of written notice thereof, except in the case of Customer’s failure to pay any undisputed and invoiced fees when due hereunder, which must be cured within 5 days after receipt of written notice from Tapply. 9.3 Either party may terminate this Agreement or any Order Form (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other party that is not cured within thirty (30) days of written notice from the other party, or (ii) immediately if the other party ceases doing business or is becomes the subject of a voluntary an involuntary petition in bankruptcy or involuntary bankruptcyother proceeding relating to insolvency, insolvency receivership, or similar proceeding, that is not dismissed within ninety (90) days of filing. Termination of an Order Form will not terminate this Agreement. Termination liquidation. 9.4 Upon termination of this Agreement for any reason, whether with respect to a trial period or otherwise: (i) the rights granted to Customer hereunder will however immediately terminate and Customer shall immediately discontinue any use of the Software, (ii) all outstanding Order Forms and Subscription Terms. Either party may also terminate this Agreement by providing 30 days’ prior written notice data inputted to the Software by the Customer and any customisations will no longer be available, and (iii) the Customer shall return and make no further use of any equipment, property, Documentation and other partyitems (and all copies of them) belonging to Tapply. Any rights, if there are no outstanding Order Forms then currently in effect. All rights and remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which by their nature are reasonably intended existed at or before the date of termination shall not be affected or prejudiced. Termination shall not relieve Customer of the obligation to survive such termination pay any fees accrued or expiration will survive termination or expiration of this Agreement and each Order Form. Immediately upon any termination or expiration of this Agreement or any applicable Order Form, We will no longer provide the applicable Services payable to You and You will stop using the Services. You will pay Us for all fees that had accrued Tapply prior to the termination dateeffective date of termination. Fees paid are strictly non-refundable except where the Agreement is terminated owing to breach by Tapply, including in which case Tapply shall refund Customer a pro rata refund of any prepaid but unused fees for the remainder of the then applicable term of the Order Form(s). Upon termination of this AgreementSubscription Period. 9.5 Without prejudice to any other right, each party will promptly return power or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following terminationremedy and without liability, You may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, We will have no further obligation to store and/or make available Your Data and may delete the same. All terms which by their nature should survive termination of this Agreement shall survive such termination. We reserve Tapply reserves the right to limit or suspend the Services: a. if it is reasonably necessary to protect the interests of the Customer or limit access Tapply, or the interests of any third party (including other customers) and/or to protect the Services provided to You (security or to a particular User) operation of Tapply’s systems or network or those of its customers; b. if You breach the Customer breaches any of the terms of this the Agreement or Tapply reasonably believes the Customer has breached or is about to breach; c. if the Customer fails to cooperate regarding any suspected or actual breach of the terms of the Agreement, including non-payment of ; or d. if required to do so by law or further to a request from any fees. We are regulatory or governmental authority. 9.6 Tapply shall not responsible be liable for any liability suspension of the Services under the above circumstances and the Customer shall not be entitled to any setoff, discount, refund or damage suffered by You other credit as a result of any such suspension or termination in accordance with this Agreementand/or disconnection.