5. TERM AND TERMINATION
5.1 Term of SaaS Agreement The term of this SaaS Agreement shall begin on the date of this SaaS Agreement and shall continue until terminated by either party as outlined in this Section.
5.2 Termination Either Party may terminate this Agreement during the Subscription Term by issuing written notice of 60 (sixty) days to the other Party, without any requirement whatsoever, to specify any reasons or grounds in connection therewith or therein. This SaaS Agreement may also be terminated immediately upon a Material Breach by the other party that has not been cured within fifteen (15) days after receipt of notice of such breach.
5.3 Effect of Termination
a. Upon termination of this SaaS Agreement or expiration of the Subscription Term, PubLive shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
b. Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction.
c. PubLive shall keep a copy of the Publisher Content for a period of 30 days post termination (after expiry of notice period) of this SaaS Agreement and delete/destroy all the Publisher Content thereafter. PubLive shall not use the Publisher Content for any other purpose and shall only use the same as a backup for Publishers during the process of migration.
d. Publisher shall be liable to pay all dues till the last date of service including the notice period. In case the Publisher requires more time for transition from the PubLive platform, it can be managed on a case to case basis subject to continuance of payment consideration by the Publisher.
e. In case Publisher decides to start using PubLive as a platform again after termination, it will be treated as a fresh contract.
f. Upon termination, PubLive shall return the following as a part of the handover to the Publisher:
i. Publisher Content data export in a standard format for all the existing pages of the Publisher’s website.
ii. Transfer/ discontinue access to Google Analytics.
iii. Transfer/ discontinue access of all revenue streams.
Refunds not applicable as platform works on post-payments only.
6. LIMITATIONS OF LIABILITY
Neither party (nor any licensor or other supplier of PubLive) shall be liable for indirect, incidental, special or consequential damages.
7. INDEMNIFICATION
If a third party makes a claim against either Party that any Party’s Content infringes any patent, copyright or trademark or any other intellectual property, or misappropriate use of any trade secret, the defaulting Party shall defend the non defaulting Party and its directors, officers and employees against such actual and direct claims at the defaulting Party’s expense and the defaulting Partyshall pay all actual and direct losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Parties, to the extent arising from the claim. Neither Party shall be liable for any indemnity claim unless the other Party provides a written notice containing reasonable details of the legal and factual basis of the loss to the Party, on or before the last day of the term of this Agreement. Notwithstanding anything contained in this Agreement, neither Party shall be liable under this Agreement for any amount exceeding 12 months’ Fees received by PubLive from the Client.