Credits, Cancellation, Termination

7. Promotional Credits Policy

We may, at Our sole discretion, choose to offer credits for the Services in various ways, including but not limited to, coupons, promotional campaigns and referrals for Aptree services such as training. Aptree reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by You to offset Your subsequent payments of the relevant applicable Fee for the applicable Service. Credits may only be applied to those Fees due for the Service specifically identified by Aptree when issuing the credit. Credits can only be used by You and are non-transferable. To the extent that You have been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.

8. Cancellation and Termination

8.1 Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to a Service is so terminated, Your subscription to a Service (including any and all Deployed Associated Services) will automatically renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order Form, the Subscription Fees applicable to Your subscription to a Service for any such subsequent Subscription Term shall be the Subscription Fees for the Service Plan and Deployed Associated Services to which You have subscribed or which You have deployed, as applicable, as of the time such subsequent Subscription Term commences.

8.2 No refunds or credits for Subscription Fees or other Fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.

8.3 Except for Your termination under Section 8.5, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 2, 8.4 and 8.5, in addition to other amounts You may owe Aptree, You must immediately pay any then unpaid Fees associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to a Service or cancel Your Account as a result of a material breach of this Agreement by Aptree, provided that You provide genuine written notice of such breach to Aptree and afford Aptree not less than thirty (30) days to reasonably cure such breach as provided for in Section 8.5 herein.

8.4 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or Your and/or Administrators’ or End-Users’ rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You, Administrators or End-Users have violated this Agreement. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Administrators, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Administrators or End-Users may be referred to law enforcement authorities at Our sole discretion. If We have the right to suspend Your access to the Services, this does not limit the operation of section 8.5, and all Subscription Fees and other Fees as agreed shall remain payable by You during the period of such suspension, and without limiting Our rights if We terminate this Agreement.

8.5 Without limiting the remainder of this Agreement, a Party may terminate this Agreement for cause (a) upon fourteen (14) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by You in accordance with this section, We will, to the extent permitted by applicable law, refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination but only to the extent You do not owe Us any equivalent amount at that time. If this Agreement is terminated by Us in accordance with this section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

8.6 Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Service Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or control, unless prohibited by law.