Common use of TERM, TERMINATION & SUSPENSION Clause in Contracts

TERM, TERMINATION & SUSPENSION. This Agreement shall become effective on the date Customer places its first purchase order for the Service and will expire at the end of the last subscription term to expire, unless extended by the parties for the duration of any renewal subscription terms purchased by Customer or terminated earlier as set forth herein. Either party may earlier terminate the Service (i) for its convenience with ninety (90) days prior written notice or (ii) with written notice to the other party if such party materially breaches this Agreement, and such breach remains uncured thirty (30) days following receipt of written notice specifying such breach. PerkinElmer may immediately terminate the Service without liability hereunder if Customer or its Users breach Section 2 of this Agreement. PerkinElmer may additionally terminate this Agreement with reasonable written notice if PerkinElmer ceases to provide the Service generally. Upon expiration or termination of this Agreement, Customer’s rights to access and use the Service shall automatically and immediately terminate, and Customer shall immediately (i) cease use of the Service; (ii) delete all copies of documentation made available to Customer by PerkinElmer; and (iii) at Customers’ expense, return to PerkinElmer all Confidential Information and data of PerkinElmer (including all copies thereof) then in Customer's possession, custody or control, and certify in writing as to such action. No later than twenty (20) days following termination or expiration of the affected Service, Customer may request a one-time export of Customer Data from the Service in PerkinElmer’s standard format at no charge to Customer. If PerkinElmer does not receive such request within twenty (20) days of expiration or termination of the affected Service, PerkinElmer may destroy, delete or otherwise render inaccessible all Customer Data in its possession, custody or control without liability hereunder. Customer may receive a refund of any fees pre-paid by Customer for the period of the subscription term remaining following the effective date of termination for the affected Service if: (i) PerkinElmer terminates this Agreement or the Service for its convenience; (ii) PerkinElmer ceases to provide the Service generally; or (iii) Customer terminates this Agreement or Service due to PerkinElmer’s material uncured breach. Any other suspension or termination of the Service by Customer or PerkinElmer shall not relieve or excuse Customer from its obligation to make payment(s) under this Agreement. PerkinElmer may suspend Customer’s access to or use of the Service without liability hereunder if Customer or any User violates any provision of this Agreement, including failure to pay fees due hereunder, or, in PerkinElmer’s reasonable judgment, if the Service or any component thereof is about to suffer significant threat to security or functionality. If practicable and permitted under applicable law, PerkinElmer will provide advance notice to Customer of any such suspension. PerkinElmer will use reasonable efforts to re-establish the affected Service promptly after PerkinElmer determines that the situation giving rise to the suspension has been cured. PerkinElmer may terminate the Service if any of the foregoing causes of suspension are not cured within thirty (30) days after PerkinElmer’s initial notice thereof. If PerkinElmer suspends, terminates, or prevents access to Customer’s account, Customer must not attempt to re-register or submit content or Customer Data (e.g., using someone else's registration), without PerkinElmer’s prior permission. The period of any suspension will be determined at PerkinElmer’s reasonable discretion based on the applicable facts and circumstances. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, confidentiality, ownership, payment, and others which by their nature are intended to survive. Upon expiration or termination, PerkinElmer will be entitled to discontinue prospective hosting of Customer Data.

TERM, TERMINATION & SUSPENSION. This Agreement shall become is effective on the date Customer places its first purchase order Effective Date and will remain in effect for the Service Term set forth in the Plan selected by You. Unless otherwise prohibited by applicable law, this Agreement and the Plan selected by You will expire renew automatically at the end of the last subscription term current Term (‘Renewal Date’) and will continue to expirerenew at the end of each subsequent Term (also a ‘Renewal Date’), unless extended by the parties for the duration of any renewal subscription terms purchased by Customer or terminated earlier as set forth herein. Either and until (a) either party may earlier terminate the Service (i) for its convenience with ninety (90) days prior written notice or (ii) with written notice to notifies the other party if such party materially breaches this Agreement, and such breach remains uncured in writing at least thirty (30) days following receipt 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 upon written notice, if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice specifying such of the breach. PerkinElmer If Ultra Commerce initiates termination of this Agreement for Your breach, You remain obligated to pay the balance due on Your account for the remainder of the 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 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 immediately 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, in the event that Ultra Commerce has any Customer Data, You agree that Ultra Commerce has no obligation to retain the Customer Data. Notwithstanding the above, Ultra Commerce reserves the right to suspend or limit 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 liability hereunder if Customer delay after the 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 its Users breach Section 2 damage due to a Suspension properly made by 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. PerkinElmer may additionally terminate this Agreement with reasonable written notice if PerkinElmer ceases to provide the Service generally. Upon The following provisions will survive any expiration or termination of this Agreement: Sections 3, Customer’s rights to access and use the Service shall automatically and immediately terminate4, 8, 9, 15, 17, and Customer shall immediately (i) cease use of the Service; (ii) delete all copies of documentation made available to Customer by PerkinElmer; and (iii) at Customers’ expense, return to PerkinElmer all Confidential Information and data of PerkinElmer (including all copies thereof) then in Customer's possession, custody or control, and certify in writing as to such action. No later than twenty (20) days following termination or expiration of the affected Service, Customer may request a one-time export of Customer Data from the Service in PerkinElmer’s standard format at no charge to Customer. If PerkinElmer does not receive such request within twenty (20) days of expiration or termination of the affected Service, PerkinElmer may destroy, delete or otherwise render inaccessible all Customer Data in its possession, custody or control without liability hereunder. Customer may receive a refund of any fees pre-paid by Customer for the period of the subscription term remaining following the effective date of termination for the affected Service if: (i) PerkinElmer terminates this Agreement or the Service for its convenience; (ii) PerkinElmer ceases to provide the Service generally; or (iii) Customer terminates this Agreement or Service due to PerkinElmer’s material uncured breach. Any other suspension or termination of the Service by Customer or PerkinElmer shall not relieve or excuse Customer from its obligation to make payment(s) under this Agreement. PerkinElmer may suspend Customer’s access to or use of the Service without liability hereunder if Customer or any User violates any provision of this Agreement, including failure to pay fees due hereunder, or, in PerkinElmer’s reasonable judgment, if the Service or any component thereof is about to suffer significant threat to security or functionality. If practicable and permitted under applicable law, PerkinElmer will provide advance notice to Customer of any such suspension. PerkinElmer will use reasonable efforts to re-establish the affected Service promptly after PerkinElmer determines that the situation giving rise to the suspension has been cured. PerkinElmer may terminate the Service if any of the foregoing causes of suspension are not cured within thirty (30) days after PerkinElmer’s initial notice thereof. If PerkinElmer suspends, terminates, or prevents access to Customer’s account, Customer must not attempt to re-register or submit content or Customer Data (e.g., using someone else's registration), without PerkinElmer’s prior permission. The period of any suspension will be determined at PerkinElmer’s reasonable discretion based on the applicable facts and circumstances. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, confidentiality, ownership, payment, and others provisions which by their nature are intended ought to survive. Upon survive expiration or termination, PerkinElmer will be entitled to discontinue prospective hosting of Customer Data.

TERM, TERMINATION & SUSPENSION. This Agreement shall become effective on the date Customer places its first purchase order for the Service and will expire at the end of the last subscription term to expire, unless extended by the parties for the duration of any renewal subscription terms purchased by Customer or terminated earlier as set forth herein. Either party may earlier terminate the Service (i) for its convenience with ninety (90) days prior written notice or (ii) with written notice to the other party if such party materially breaches this Agreement, and such breach remains uncured thirty (30) days following receipt of written notice specifying such breach. PerkinElmer Revvity may immediately terminate the Service without liability hereunder if Customer or its Users breach Section 2 of this Agreement. PerkinElmer Revvity may additionally terminate this Agreement with reasonable written notice if PerkinElmer Revvity ceases to provide the Service generally. Upon expiration or termination of this Agreement, Customer’s rights to access and use the Service shall automatically and immediately terminate, and Customer shall immediately (i) cease use of the Service; (ii) delete all copies of documentation made available to Customer by PerkinElmerRevvity; and (iii) at Customers’ expense, return to PerkinElmer Revvity all Confidential Information and data of PerkinElmer Revvity (including all copies thereof) then in Customer's possession, custody or control, and certify in writing as to such action. No later than twenty thirty (2030) days following termination or expiration of the affected Service, Customer may request a one-time export of Customer Data from the Service in PerkinElmerRevvity’s standard format at no charge to Customer. If PerkinElmer Revvity does not receive such request within twenty thirty (2030) days of expiration or termination of the affected Service, PerkinElmer Revvity may destroy, delete or otherwise render inaccessible all Customer Data in its possession, custody or control without liability hereunder. Customer may receive a refund of any fees pre-paid by Customer for the period of the subscription term remaining following the effective date of termination for the affected Service if: (i) PerkinElmer Revvity terminates this Agreement or the Service for its convenience; (ii) PerkinElmer Revvity ceases to provide the Service generally; or (iii) Customer terminates this Agreement or Service due to PerkinElmerRevvity’s material uncured breach. Any other suspension or termination of the Service by Customer or PerkinElmer Revvity shall not relieve or excuse Customer from its obligation to make payment(s) under this Agreement. PerkinElmer Revvity may suspend Customer’s access to or use of the Service without liability hereunder if Customer or any User violates any provision of this Agreement, including failure to pay fees due hereunder, or, in PerkinElmerRevvity’s reasonable judgment, if the Service or any component thereof is about to suffer significant threat to security or functionality. If practicable and permitted under applicable law, PerkinElmer Revvity will provide advance notice to Customer of any such suspension. PerkinElmer Revvity will use reasonable efforts to re-establish the affected Service promptly after PerkinElmer Revvity determines that the situation giving rise to the suspension has been cured. PerkinElmer Revvity may terminate the Service if any of the foregoing causes of suspension are not cured within thirty (30) days after PerkinElmerRevvity’s initial notice thereof. If PerkinElmer Revvity suspends, terminates, or prevents access to Customer’s account, Customer must not attempt to re-re- register or submit content or Customer Data (e.g., using someone else's registration), without PerkinElmerRevvity’s prior permission. The period of any suspension will be determined at PerkinElmerRevvity’s reasonable discretion based on the applicable facts and circumstances. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, confidentiality, ownership, payment, and others which by their nature are intended to survive. Upon expiration or termination, PerkinElmer Revvity will be entitled to discontinue prospective hosting of Customer Data.

TERM, TERMINATION & SUSPENSION. This Agreement shall become effective will begin on the date Customer places its first purchase order for the Service Effective Date as set forth above and will expire at 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 last subscription term to expire, unless extended by the parties for the duration of any renewal subscription terms purchased by Customer or terminated earlier as set forth hereincurrent Subscription Term. Either party may earlier terminate the Service this Agreement or any Order Form (i) for its convenience with ninety (90) days prior written notice immediately in the event of a material breach of this Agreement or (ii) with written notice to any such Order Form by the other party if such party materially breaches this Agreement, and such breach remains uncured thirty (30) days following receipt of written notice specifying such breach. PerkinElmer may immediately terminate the Service without liability hereunder if Customer or its Users breach Section 2 of this Agreement. PerkinElmer may additionally terminate this Agreement with reasonable written notice if PerkinElmer ceases to provide the Service generally. Upon expiration or termination of this Agreement, Customer’s rights to access and use the Service shall automatically and immediately terminate, and Customer shall immediately (i) cease use of the Service; (ii) delete all copies of documentation made available to Customer by PerkinElmer; and (iii) at Customers’ expense, return to PerkinElmer all Confidential Information and data of PerkinElmer (including all copies thereof) then in Customer's possession, custody or control, and certify in writing as to such action. No later than twenty (20) days following termination or expiration of the affected Service, Customer may request a one-time export of Customer Data from the Service in PerkinElmer’s standard format at no charge to Customer. If PerkinElmer does not receive such request within twenty (20) days of expiration or termination of the affected Service, PerkinElmer may destroy, delete or otherwise render inaccessible all Customer Data in its possession, custody or control without liability hereunder. Customer may receive a refund of any fees pre-paid by Customer for the period of the subscription term remaining following the effective date of termination for the affected Service if: (i) PerkinElmer terminates this Agreement or the Service for its convenience; (ii) PerkinElmer ceases to provide the Service generally; or (iii) Customer terminates this Agreement or Service due to PerkinElmer’s material uncured breach. Any other suspension or termination of the Service by Customer or PerkinElmer shall not relieve or excuse Customer from its obligation to make payment(s) under this Agreement. PerkinElmer may suspend Customer’s access to or use of the Service without liability hereunder if Customer or any User violates any provision of this Agreement, including failure to pay fees due hereunder, or, in PerkinElmer’s reasonable judgment, if the Service or any component thereof that is about to suffer significant threat to security or functionality. If practicable and permitted under applicable law, PerkinElmer will provide advance notice to Customer of any such suspension. PerkinElmer will use reasonable efforts to re-establish the affected Service promptly after PerkinElmer determines that the situation giving rise to the suspension has been cured. PerkinElmer may terminate the Service if any of the foregoing causes of suspension are not cured within thirty (30) days after PerkinElmer’s initial of written notice thereof. If PerkinElmer suspends, terminatesfrom the other party, or prevents access (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 Customer’s accountthe other party, Customer must not attempt 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 re-register survive such termination or submit content or Customer Data (e.g., using someone else's registration), without PerkinElmer’s prior permission. The period of any suspension expiration will be determined at PerkinElmer’s reasonable discretion based on the applicable facts and circumstances. Provisions that survive termination or expiration of this Agreement are those relating 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 limitation 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 liabilitythe applicable term of the Order Form(s). Upon termination of this Agreement, indemnificationeach party will promptly return or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following termination, confidentialityYou may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, ownership, payment, We will have no further obligation to store and/or make available Your Data and others 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 intended to survive. Upon expiration not responsible for any liability or termination, PerkinElmer will be entitled to discontinue prospective hosting damage suffered by You as a result of Customer Dataany suspension or termination in accordance with this Agreement.

TERM, TERMINATION & SUSPENSION. This Agreement shall become is effective on the date Customer places its first purchase order Effective Date and will remain in effect for the Service Term set forth in the Plan selected by You. Unless otherwise prohibited by applicable law, this Agreement and the Plan selected by You will expire renew automatically at the end of the last subscription term current Term (‘Renewal Date’) and will continue to expirerenew at the end of each subsequent Term (also a ‘Renewal Date’), unless extended by the parties for the duration of any renewal subscription terms purchased by Customer or terminated earlier as set forth herein. Either and until (a) either party may earlier terminate the Service (i) for its convenience with ninety (90) days prior written notice or (ii) with written notice to notifies the other party if such party materially breaches this Agreement, and such breach remains uncured in writing at least thirty (30) days following receipt 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 upon written notice, if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice specifying such of the breach. PerkinElmer If UltraServe initiates termination of this Agreement for Your breach, You remain obligated to pay the balance due on Your account for the remainder of the 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 UltraServe, 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. UltraServe reserves the right to end the service life (EOL) of the Fixed-Term Service. If you have prepaid the fee for the EOL Fixed-Term Service, UltraServe will use commercially reasonable efforts to transition You to a substantially similar Fixed-Term Service. If UltraServe does not have a substantially similar Fixed-Term Service, UltraServe may immediately 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, in the event that UltraServe has any Customer Data, You agree that UltraServe has no obligation to retain the Customer Data. Notwithstanding the above, UltraServe reserves the right to suspend or limit the use or speed of the Fixed-Term Service (‘Suspension’) if UltraServe 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, UltraServe will endeavour to provide You with prior notice of any Suspension. If it is not practicable to provide prior notice, UltraServe will notify You of any Suspension without liability hereunder if Customer delay after the Suspension commences. If the cause of the Suspension is reasonably able to be remedied, UltraServe will notify You of the actions to be taken for reinstatement of the Fixed-Term Service. UltraServe is not liable to You for any loss or its Users breach Section 2 damage due to a Suspension properly made by UltraServe in accordance with this paragraph, and UltraServe’s rights to suspend Fixed- Term Services are without prejudice to any other rights and remedies of UltraServe under this Agreement. PerkinElmer may additionally terminate this Agreement with reasonable written notice if PerkinElmer ceases to provide the Service generally. Upon The following provisions will survive any expiration or termination of this Agreement: Sections 3, Customer’s rights to access and use the Service shall automatically and immediately terminate4, 8, 9, 15, 17, and Customer shall immediately (i) cease use of the Service; (ii) delete all copies of documentation made available to Customer by PerkinElmer; and (iii) at Customers’ expense, return to PerkinElmer all Confidential Information and data of PerkinElmer (including all copies thereof) then in Customer's possession, custody or control, and certify in writing as to such action. No later than twenty (20) days following termination or expiration of the affected Service, Customer may request a one-time export of Customer Data from the Service in PerkinElmer’s standard format at no charge to Customer. If PerkinElmer does not receive such request within twenty (20) days of expiration or termination of the affected Service, PerkinElmer may destroy, delete or otherwise render inaccessible all Customer Data in its possession, custody or control without liability hereunder. Customer may receive a refund of any fees pre-paid by Customer for the period of the subscription term remaining following the effective date of termination for the affected Service if: (i) PerkinElmer terminates this Agreement or the Service for its convenience; (ii) PerkinElmer ceases to provide the Service generally; or (iii) Customer terminates this Agreement or Service due to PerkinElmer’s material uncured breach. Any other suspension or termination of the Service by Customer or PerkinElmer shall not relieve or excuse Customer from its obligation to make payment(s) under this Agreement. PerkinElmer may suspend Customer’s access to or use of the Service without liability hereunder if Customer or any User violates any provision of this Agreement, including failure to pay fees due hereunder, or, in PerkinElmer’s reasonable judgment, if the Service or any component thereof is about to suffer significant threat to security or functionality. If practicable and permitted under applicable law, PerkinElmer will provide advance notice to Customer of any such suspension. PerkinElmer will use reasonable efforts to re-establish the affected Service promptly after PerkinElmer determines that the situation giving rise to the suspension has been cured. PerkinElmer may terminate the Service if any of the foregoing causes of suspension are not cured within thirty (30) days after PerkinElmer’s initial notice thereof. If PerkinElmer suspends, terminates, or prevents access to Customer’s account, Customer must not attempt to re-register or submit content or Customer Data (e.g., using someone else's registration), without PerkinElmer’s prior permission. The period of any suspension will be determined at PerkinElmer’s reasonable discretion based on the applicable facts and circumstances. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, confidentiality, ownership, payment, and others provisions which by their nature are intended ought to survive. Upon survive expiration or termination, PerkinElmer will be entitled to discontinue prospective hosting of Customer Data.