(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 15 days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 15 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 8.3(b), all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 8.3(b);
(iii) you will immediately return or, if instructed by us, destroy all “Materials Square” Content in your possession; and
(iv) Sections 4.1, 5, 8.3, 9 (except the license granted to you in Section 9.4), 10, 11, 12, 14 and 15 will continue to apply in accordance with their terms.
(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 8.2(b), during the 15 days following the Termination Date:
(i) we will not take action to remove from the “Materials Square” systems any of Your Content as a result of the termination; and
(ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.
For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the “Materials Square” Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the “Materials Square” Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact Virtual Lab as follows: (i) by telephone to +82-2-3293-0204 ; or (ii) by personal delivery, overnight courier or registered or certified mail to Virtual Lap, Inc., 38 Wangsimni-ro, Seongdong-gu, Seoul, South Korea. We may update the telephone number or address for notices to us by posting a notice on the “Materials Square” Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
“Account Information” includes names, usernames, phone numbers, email addresses and billing information associated with your “Materials Square” account.
“API” means an application program interface.
“Materials Square Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. “Materials Square” Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. “Materials Square” Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the “Materials Square” Confidential Information.
“Materials Square Content”means Content we or any of our affiliates make available in connection with the Services or on the “Materials Square” Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). “Materials Square” Content does not include the Services or Third-Party Content.
“Materials Square Marks” means any trademarks, service marks, service or trade names, logos, and other designations of “Materials Square” and its affiliates that we may make available to you in connection with this Agreement.
“Materials Square Site” means https://www.materialssquare.com (and any successor or related site designated by us), as may be updated by us from time to time.
“Content” means software (including machine images), data, text, audio, video or images.
“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://docs.materialssquare.com (and any successor or related locations designated by us), as such user guides and admin guides may be updated by Virtual Lab from time to time.
“Indirect Taxes”means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.
“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Offerings”means the Services (including associated APIs), the “Materials Square” Content, the “Materials Square” Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.
“Suggestions”means all suggested improvements to the Service Offerings that you provide to us.
“Term” means the term of this Agreement described in Section 8.1.
“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the “Materials Square” Site or in conjunction with the Services.
“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your “Materials Square” account and any computational results that you or any End User derive from the foregoing through their use of the Services.
“Your Submissions” means Content that you post or otherwise submit to developer forums, sample code repositories, public data repositories, or similar community-focused areas of the “Materials Square” Site, or any other part of the “Materials Square” Site that allows third parties to make available software, products or data.
Enforced May 8, 2017