Termination; Suspension; Effect of Termination.
(a) Termination for Convenience. Unless expressly stated otherwise in an applicable Order, either Party may terminate any Order for the Lingyun SaaS effective at the end of the then-current Subscription Term by providing not less than thirty (30) days’ prior written notice. Customer may, at its discretion, terminate any Order for convenience during a Subscription Term upon thirty (30) days’ prior written notice; provided, however, that (i) all fees that would have become due for the remainder of the then-current Subscription Term shall accelerate and become immediately due and payable upon the effective date of termination, and (ii) no refunds or credits shall be issued for any prepaid fees, except as expressly provided in Section (c)(2) below.
(b) Termination for Cause. Either Party may terminate this Agreement or any affected Order, in whole or in part, upon written notice if: (1) the other Party materially breaches this Agreement or the applicable Order and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail (ten (10) days for payment defaults); (2) to the extent permitted by applicable law, the other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or is the subject of any proceeding relating to liquidation, bankruptcy, insolvency, or the protection of creditors that is not dismissed within sixty (60) days; (3) performance of the Lingyun SaaS is or becomes unlawful for the terminating Party due to a change in applicable law or binding order of a governmental authority, and the Parties are unable to agree on a compliant modification within thirty (30) days; or (4) with respect to Customer, there are repeated, uncured failures of the Lingyun SaaS to meet the applicable service levels in the SLA during three (3) or more calendar months in any rolling six (6)-month period, or Provider suffers a Security Incident arising from Provider’s failure to comply with its data security obligations hereunder and fails to remediate such failure within thirty (30) days of written notice. For terminations by Customer under this Section (b), Provider shall refund to Customer a pro rata portion of any prepaid fees for the unused remainder of the terminated Subscription Term for the affected Services, and Customer shall have no further payment obligation for such unused period.
(c) Suspension. Provider may suspend Customer’s or any Authorized User’s access to the Lingyun SaaS immediately upon notice if: (1) any undisputed amount under an invoice remains unpaid ten (10) or more days after its due date; (2) Provider reasonably determines that Customer’s use of the Lingyun SaaS poses a material security risk to the Lingyun SaaS, Provider’s systems, or any third party, or may subject Provider or any third party to liability; or (3) Customer’s use violates the Agreement, the Documentation, or applicable law. Provider shall use commercially reasonable efforts to limit any suspension in scope and duration and shall reinstate access promptly upon resolution of the issue giving rise to the suspension. Suspension shall not relieve Customer of its payment obligations.
(d) Effect of Termination/Expiration. Upon the effective date of termination or expiration of any Order: (1) all rights and licenses granted thereunder with respect to the Lingyun SaaS shall immediately cease, and Customer shall promptly cease all access to and use of the applicable Services and Documentation; (2) upon Customer’s written request received within thirty (30) days after such effective date, Provider shall make available to Customer a one-time export of Customer Data from the Lingyun SaaS in an industry-standard, machine-readable format (e.g., CSV/JSON) without additional charge; thereafter, Provider may delete Customer Data in accordance with its data retention and deletion policies, except to the extent retention is required by law or for legitimate archival/backup purposes, in which case such Customer Data shall remain subject to the confidentiality, security, and restricted-use obligations herein, and Provider shall securely delete such data upon the expiration of the applicable retention period; (3) at Customer’s request, Provider shall provide reasonable transition assistance for up to thirty (30) days following the effective date of termination at Provider’s then-current professional services rates, subject to the Parties’ mutual agreement on a transition plan; and (4) all accrued but unpaid amounts under the terminated Order(s) shall become immediately due and payable, subject to any refund obligation under Section (b). Termination or expiration of any Order shall not, by itself, terminate any other Order then in effect.
(e) No Exclusivity of Remedies. Any termination right under this Section is without prejudice to any other rights or remedies available at law, in equity, or under this Agreement, including the right to seek damages or injunctive relief.
(f) Survival. The following provisions shall survive any termination or expiration of this Agreement or any Order: accrued rights to payment, ownership and intellectual property provisions, confidentiality, data protection and security obligations with respect to Customer Data retained as permitted herein, warranty disclaimers, limitations of liability, indemnities, dispute resolution, governing law and jurisdiction, and any other provision which by its nature is intended to survive.
