Subscription Period

Last updated: 16/ 01/ 2019

1. Subscription Term

1.1 Initial Subscription Term
The initial subscription term (the “Initial Term”) shall commence on the effective date specified in the Order Form or as otherwise agreed in writing by the Parties and shall continue for the period specified therein, unless earlier terminated in accordance with this Agreement.

1.2 Renewal Subscription Term
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms equal in duration to the Initial Term (each a “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.

2. Payment Terms

2.1 Subscription Fees
The Customer shall pay AdeptForms the subscription fees specified in the Order Form or as otherwise agreed in writing. Fees are due and payable annually in advance, unless otherwise specified.

2.2 Fee Adjustments
AdeptForms reserves the right to adjust subscription fees for any Renewal Term by providing the Customer with at least 60 days’ prior written notice. Any fee adjustments shall become effective at the start of the Renewal Term.

3. Changes to Subscription

3.1 Upgrades and Downgrades
The Customer may upgrade or downgrade its subscription plan by providing AdeptForms with written notice. Any changes to the subscription plan will take effect at the start of the next billing cycle, unless otherwise agreed.

3.2 Prorated Fees
If the Customer upgrades its subscription plan, any additional fees will be prorated for the remainder of the current billing cycle. Downgrades will take effect at the end of the current billing cycle, with no prorated refunds provided.

4. Termination of Subscription

4.1 Termination by Customer
The Customer may terminate its subscription at any time by providing AdeptForms with at least 30 days’ written notice. No refunds will be provided for any remaining period of the then-current subscription term.

4.2 Termination by AdeptForms
AdeptForms may terminate the Customer’s subscription immediately upon written notice if the Customer:
– (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) 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;
– (c) Becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.

5. Post-Termination Access

5.1 Data Retrieval
Upon termination of the subscription, the Customer will have access to its data for a period of 30 days to enable retrieval of such data. After this period, AdeptForms may delete the Customer’s data.

5.2 Assistance
Upon request, AdeptForms will provide reasonable assistance to the Customer in exporting its data, subject to the payment of applicable fees for such assistance.

6. No Refunds

6.1 Non-Refundable Fees
All subscription fees paid to AdeptForms are non-refundable, except as otherwise provided herein or agreed in writing by the Parties.

7. Governing Law

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

8. Notices

8.1 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.