13.1            This Agreement shall take effect from the Effective Date and will remain in effect until terminated in accordance with clause 13 under this Agreement (“Term”).

13.2            Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

13.3            Termination for Cause.

(a)             By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the termination date, you will close your account.

(b)             By Us. We may also terminate this Agreement immediately upon notice to you:

(i)              for cause if we have the right to suspend in accordance with clause 4 and the issue giving us the right to suspend either:

(A)            is not capable of being remedied; or

(B)            has not been remedied within 30 days of us suspending your service under clause 4;

(ii)             if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; or

(iii)           in order to comply with the law or requests of governmental entities.

13.4            Effect of Termination. Generally, upon the termination date:

(a)             all your rights under this Agreement immediately terminate;

(b)             you remain responsible for all fees and charges you have incurred through the termination date and are responsible for any fees and charges you incur during the post-termination period that we bill to you (if applicable);

(c)             you will immediately return or, if instructed by us, destroy all Scitix Content in your possession.

13.5            For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees accordingly.

13.6            Without prejudice to any other rights or remedies under this Agreement, either Party (the “Terminating Party”) may immediately terminate this Agreement by giving written notice to the other Party (the “Terminated Party”) in the following circumstances:

(a)             the Terminated Party fail duly to perform or observe any term, covenant or agreement contained in this Agreement for a period of 10 Business Days after the date on which written notice of such failure is given to the Terminated Party requiring it to remedy the same;

(b)             the Terminated Party is (or is deemed by law or a court to be) unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its indebtedness, begins negotiations or proposes or enters into an agreement for the deferral, rescheduling or other readjustment of all or a material part of (or of a particular type of) its indebtedness (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of (or of a particular type of) the indebtedness of the Terminated Party;

(c)              a decree or order by a court having jurisdiction is made, an effective resolution is passed, a petition is presented, or a meeting is convened for the winding-up or dissolution of the Terminated Party or a liquidator (including a provisional liquidator), receiver, judicial manager, trustee, administrator, agent or similar officer of the Terminated Party or the whole or any substantial part of the assets of the Terminated Party is appointed; or

(d)             it is or will become unlawful for the Terminating Party to perform or comply with any of its material obligations under this Agreement.

13.7            After expiry of the Services or termination of this Agreement, Scitix will instantly delete and erase all data stored or used in the Services by the customer. Customer shall at its own cost export and mitigate all its data before the expiry of the Services or termination of this Agreement, and shall be responsible for all the liabilities or losses incurred herefrom.