9. Term and Termination

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9.1 The Agreement will come into effect on the date of the Order Form and shall remain in effect until terminated in accordance with these Conditions or the Order Form.

9.2 The Customer may terminate in accordance with the following:

  • 9.2.1 This Agreement shall remain in effect for the initial term specified in the Order (or, for twelve (12) months where no such period is specified in the Order Form) (“Initial Term”) and shall automatically renew for a period equal to the Initial Term upon the expiry of any Subscription Period (where each of the Initial Period and any such renewal period shall constitute a “Subscription Period”) at the fee then listed on the Order Form that is applicable at the time of renewal (or subject to such other fees as are agreed in the Order Form in respect of renewal periods) unless and until terminated in accordance with its terms.
  • 9.2.2 After the Initial Term, either the Customer or Adstream may terminate these Conditions by providing three (3) months written notice of termination to the other Party prior to each anniversary of the date of this Agreement.

9.3 Notwithstanding anything else contained in these Conditions, Adstream may terminate (or at its option suspend) the Agreement or part thereof:

  • 9.3.1 immediately on giving notice in writing to the Customer if the Customer fails to pay any sum due under the Agreement (otherwise than as a consequence of any default on Adstream’s part) and such sum remains unpaid for five (5) days after written notice from Adstream requiring such sum to be paid;
  • 9.3.2 immediately on giving notice in writing to the Customer if the Customer is in material breach of any term of the Agreement (other than any failure by the Customer to make any payment hereunder, in which event the provisions of clause 9.3.1 shall apply) and, in the case of a breach capable of being remedied, shall have failed to have remedied, within 30 days of receiving notice requiring the Customer to do so.
  • 9.3.3 If the Customer chooses to cancel its Corporate Subscription pursuant to the terms of clause 9.3 the Customer is not entitled to a refund in respect of the remainder of any period in respect of which the Corporate Subscription or other fee was paid in advance (if applicable). If Adstream cancel without cause (which Adstream may do on ninety (90) days’ written notice), then Adstream will refund to the Customer (to the extent the Customer has already paid it to Adstream), on a pro-rata basis, the amount of unused Corporate Subscription remaining right before the cancellation.
  • 9.3.4 Notwithstanding the above, Adstream may suspend access to any part of the Platform and/or the Services immediately without notice if: (a) the Customer is in breach of this Agreement; (b) the Customer’s use of the Services has or is likely to have an adverse impact on Adstream, its clients, or any other third party. Suspension in accordance with the foregoing shall not relieve the Customer of any of its liabilities or obligations under this Agreement.

9.4 Either Party may terminate these Conditions with immediate effect by giving written notice to the other if the other commits a material breach of any obligation under these Conditions and if:

  • 9.4.1 the breaching Party has not remedied the material breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the breaching Party specifying the material breach and requiring its remedy;
  • 9.4.2 the material breach is not, in the opinion of the non-breaching Party capable of remedy; or
  • 9.4.3 a Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into voluntary or compulsory liquidation (other than for the purpose of amalgamation or reconstruction) or a receiver or administrator is appointed over the Party’s assets.

9.5 For the purposes of Clause 9.4, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

  • 9.5.1 a substantial portion of the Agreement; or
  • 9.5.2 any of the obligations set out in clause 4, Clause 5.1 or clause 6;
  • 9.5.3 over the term of the Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

9.6 If, thirty (30) Working Days after service of a formal warning notice as described in clause 9.4, the Party has failed to demonstrate to the satisfaction of the non-breaching Party that the breach specified has not continued or recurred and that the breaching Party has put in place measures to ensure that such breach does not recur, then the non-breaching Party may deem such failure to be a material breach not capable of remedy for the purposes of clause 9.5.2.

Contents{/a}
Definitions{/a}
1. Interpretation{/a}
2. Overriding Provisions{/a}
3. Access to the Services{/a}
4. Payment of Charges, VAT & Withholding Taxes{/a}
5. Warranties{/a}
6. Confidentiality{/a}
7. Customer Data and Information Security{/a}
8. Intellectual Property{/a}
9. Term And Termination{/a}
10. Consequences of Termination and Expiry{/a}
11. Acknowledgements, Liability and Indemnities{/a}
12. Force Majeure{/a}
13. Data Protection{/a}
14. Transfer and Sub-Contracting{/a}
15. The Contracts (Rights of Third Parties) Act 1999{/a}
16. Dispute Resolution{/a}
17. Waiver and Severability{/a}
18. Previous Terms and Conditions{/a}
19. Entire Agreement and Variation{/a}
20. Notices{/a}
21. Youtube{/a}
22. Law and Jurisdiction{/a}

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