1. Term: This Agreement has a minimum duration of one year. After the first-year contract, it will remain effective until terminated by a party, as described below.

1.1. Termination without cause:
Either party may terminate this Agreement without cause on 90 days’ notice. Licenses granted on a subscription basis, access to online services and applicable support services will continue for the remainder of the then-current subscription period(s) or support term, subject to the terms of this Agreement.

1.2. Termination for cause: Without limiting other remedies it may have, either party may terminate this Agreement on 60 days’ notice for material breach if the other party fails to cure the breach within the 60-day notice period. Upon such termination, the following will apply:
i. All licenses granted under this Agreement will terminate immediately.
ii. All amounts due under any unpaid invoices shall become due and payable immediately. For Subscriptions billed in arrears based on usage, Customer must pay for all unpaid usage as of the termination date immediately upon receipt of an invoice.

1.3. Suspension: During any period of material breach by Customer, the Service Provider may suspend a Subscription without terminating this Agreement. The Service Provider will give Customer a maximum of 15 days’ notice before such suspension unless the Service Provider’s charge against Customer’s payment method is declined or the Service Provider reasonably believes immediate suspension is required to prevent unauthorized access to Customer Data or to ensure the ongoing confidentiality, integrity, availability, or resilience of the application systems and services.
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