7. Term & Termination a. Term. The “Term” means the term of such initial orders and any subsequent orders, including renewals and extensions. b. Termination for Breach. Either RELAYTO or Customer may terminate this Agreement if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 calendar days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 calendar days. c. Effects of Termination. If this Agreement terminates: (i) the rights granted by RELAYTO to Customer will cease immediately (except as set forth in this section); (ii) RELAYTO may provide Customer access to its account at then-current fees so that Customer may export its Stored Data; and (iii) after a commercially reasonable period of time no less than 30 calendar days, RELAYTO may delete any Stored Data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 3 (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous). 8. Indemnification a. By Customer. Customer will indemnify, defend, and hold harmless RELAYTO from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against RELAYTO and its affiliates regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement. b. By RELAYTO. RELAYTO will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that RELAYTO's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will RELAYTO Limited have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by RELAYTO and (ii) any content, information, or data provided by Customer, End Users, or other third parties. c. Possible Infringement. If RELAYTO believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then RELAYTO may: (i) obtain the right for Customer, at RELAYTO's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If RELAYTO does not believe the options described in this section are commercially reasonable then RELAYTO may suspend or terminate Customer's use of the affected Services (with a pro-rata refund of prepaid fees for the Services). 7 of 53