6. TERM, TERMINATION AND SUSPENSION

  1. Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. Subscription is deemed to be renewed at the commencement of each billing period, unless terminated in accordance with this Agreement.
  2. Notice of Non-Renewal.  Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the ONEiO Plan you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms. 

    If you decide not to renew, you may send a non-renewal notice to us by indicating that you do not want to renew or by turning auto-renew off by accessing the billing details information in your ONEiO account. 

  3. Early Cancellation.  You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section above for information on how to cancel your subscription.
  4. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. 

    We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively affect us or our customers.

    This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

  5. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for: 
    • use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, 
    • use of the Service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or 
    • repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.   
    We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
  6. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.
  7. Suspension for Present Harm. If your website, or use of, the Service: 
    • is being subjected to denial of service attacks or other disruptive activity, 

    • is being used to engage in denial of service attacks or other disruptive activity, 

    • is creating a security vulnerability for the Service or others, 

    • is consuming excessive bandwidth, or 

    • is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service. 

    We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
  8. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
  9. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause. 
  10. You will continue to be subject to this Agreement for as long as you have access to a ONEiO account.
  11. Upon termination or expiration of this Agreement, you will stop all use of the Service and ONEiO Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
  12. SURVIVING PROVISIONS The sections titled “Subscription,” “Confidentiality and Non-Use,” “Representations and Warranties,” “Indemnification,” “Limitations of Liability,” “Refund or Payment upon Termination,” “Data Management upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
  13. DATA MANAGEMENT UPON TERMINATION At any time during the Subscription Term you can get access to the Customer Data retained in the Service and you can retrieve the configuration data of your integration from the Service. During the Subscription Term You can also amend or delete at your discretion any of the user rights provided by you to the Service. Following the end of the Subscription Term, we shall retain a copy of your Customer Data and the configuration data, (which you have not deleted from your account) for no longer than 30 days. During this 30-day period we shall use commercially reasonable efforts to reactivate your Subscription, if you so request or to provide such Customer Data or configuration data to you in a mutually agreeable format. We shall delete all your Customer Data in Our systems within 45 days from the end of the Subscription Term.
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