29 - Internet Services Agreement

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material adverse change to this Agreement by posting such modified Agreement on the Vyve web site or by email. Upon the effectiveness of any addition, modification or deletion, Customer's continued use of the Services shall constitute Customer's consent to such addition, modification or deletion, and agreement to continue to be bound by this Master Agreement. In any event, if Vyve modifies the Services or these Terms and Conditions and such modification has a material adverse impact on Customer's ability to use the Service, Customer may, within the thirty (30) day period following the date of such modification, terminate, without penalty, the Service Order relating to the affected Service. 12. TERMINATION a. Termination. Either Party may terminate an applicable Service Order: (1) upon thirty (30) days written notice to the other Party of the other Party's material breach provided that such material breach is not cured within such thirty (30) day period, or (ii) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, is removed or delisted from a trading exchange or its long term debt is downgraded more than two levels from its rating as of the Effective Date. In addition, in the event that Customer fails to comply with any applicable laws or regulations, the terms of the Business AUP or the terms of this Master Agreement or related Service agreements, Vyve may, upon thirty (30) days written notice, suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period. In addition, Vyve may immediately suspend Customer's or any End User's use of the Service if such use is determined by Vyve, in its sole discretion, to be resulting in a material degradation of the Vyve network, until such time as such degradation has been remedied. In the event of a suspension, Vyve may require the payment of reconnect or other charges before restarting the suspended Service. b. Obligations ulon Termination. Upon the termination or expiration of this Master Agreement (including all Service Orders): (i) Vyve's obligations hereunder shall cease; (ii) Customer promptly shall pay all amounts due and owing to Vyve for Service delivered prior to the date of termination or expiration, and any applicable deinstallation fees, if any, identified in the Service Order(s); (iii) Customer promptly shall cease all use of any software provided by Vyve hereunder, and shall return such software to Vyve; and (iv) Customer shall return to Vyve or permit Vyve to remove, in Vyve's discretion, the Vyve Equipment (other than Purchased Equipment) in the same condition as when received, ordinary wear and tear from proper use excepted. Customer shall reimburse Vyve for the reasonable and documented costs of the repair Page 10 of 24