Renewal and Termination

Last updated: 16/ 01/ 2019

1. Renewal

1.1 Automatic Renewal
Unless otherwise agreed in writing, this Agreement shall automatically renew for successive terms equal in duration to the initial term (the “Renewal Term”) unless either Party provides written notice of its intent not to renew at least 30 days prior to the end of the then-current term.

1.2 Renewal Notification
AdeptForms will notify the Customer at least 60 days prior to the expiration of the then-current term regarding the upcoming renewal and any changes in fees or terms and conditions.

1.3 Fee Adjustments
Renewal fees will be based on AdeptForms’ then-current rates unless otherwise agreed upon in writing between the Parties. AdeptForms will inform the Customer of any fee adjustments at least 60 days prior to the renewal date.

1.4 Acceptance of Terms
Continued use of the Service after the renewal date constitutes acceptance of the renewal terms, including any applicable fee adjustments.

2. Termination

2.1 Termination for Convenience
Either Party may terminate this Agreement for any reason by providing at least 30 days’ written notice to the other Party. In such cases, no refunds will be provided for any remaining period of the then-current term.

2.2 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if the other Party:
– (a) Materially breaches any provision of this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach;
– (b) Becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.

2.3 Termination for Non-Payment
AdeptForms may terminate this Agreement upon 10 days’ written notice to the Customer if the Customer fails to pay any amounts due under this Agreement and such failure continues for 10 days after the Customer’s receipt of written notice of non-payment.

2.4 Effect of Termination
Upon termination of this Agreement for any reason:
– (a) All rights and licenses granted to the Customer under this Agreement shall immediately terminate;
– (b) The Customer shall cease all use of the Services;
– (c) The Customer shall pay AdeptForms any outstanding fees for Services provided up to the date of termination;
– (d) AdeptForms shall provide the Customer access to its data for a period of 30 days from the date of termination to enable the Customer to retrieve its data, after which AdeptForms may delete such data.

2.5 Survival
Provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality, limitation of liability, and indemnification, shall survive termination of this Agreement.

3. Post-Termination Assistance

3.1 Data Export
Upon request, AdeptForms will assist the Customer in exporting its data from the Services, provided that such request is made within 30 days following the termination date. AdeptForms may charge a reasonable fee for such assistance.

4. Notices

4.1 Notice Requirements
All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

5. Governing Law

5.1 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.