98point6 10/2/19 - Laserfiche WebLink

as otherwise set forth in Section 11.12 below), limited license during the Term to use Employer's Marks in a publicly available list of 98point6's customers. No Party will use one of the other Party's Marks for any other purpose without consent. Any use of a Party's Marks will be in accordance with the Mark holder's then-current trademark guidelines, as may be updated by the Mark holder from time to time. Each Party agrees to modify or correct its usage of the other Party's Marks in a timely manner upon reasonable request of the Mark holder. 4.3. No Other Use of Marks. Except as may be expressly provided herein and as necessary to operate and maintain the Platform and perform the Services, no Party will use one of the other Party's Marks in a manner that implies that the Party's products and services are affiliated with the other Party. Use of another Party's Marks on Informational Materials and Marketing Materials wilt in no way transfer any rights to the Informational Materials or Marketing Materials to such other Party, except to the extent the other Party retains all rights in its own Marks. Each Party agrees not to register any other Party's Marks, or Marks confusingly similar to those Marks, including, in the case of 98point6, those Marks used to identify the Platform or Services, in the same trademark class, in any jurisdiction. 4.4. Goodwill in Marks. Each Party agrees that any goodwill arising from the use of the other Party's Marks will inure solely to the benefit of the holder of such Marks. 5. TERM AND TERMINATION 5.1. Term. The term of this Agreement will begin on the Effective Date and end on the expiration date of the Subscription Period set forth in the Service Order, unless this Agreement is terminated earlier as provided in this Section 5 (the "Term"). If neither Party provides written notice of intent to not renew thirty (30) days prior to the expiration date of the Term, the Agreement automatically renews for consecutive period of one (1) year with each subsequent year included in the definition of the Term. 5.2. Termination for Cause. Either Party may terminate this Agreement at any time upon written notice to the other Party in the event of a material breach of this Agreement by the other Party if such breach is not cured by the other Party within 30 days' after receipt of written notice of such breach from the Party wishing to terminate this Agreement. 5.3. Suspension of Service. 98point6 will have the right to suspend the provision of and access to the Services by Participants in the case of any breach of Sections 2.7 through 2.11 above, Section 3 above, or Section 6 below by Employer, or if 98point6 reasonably concludes that use of the Services is in danger of causing immediate risk or harm to the Service, 98point6, Employer, a Provider, a Participant, Participant Data, PHI, or the data of 98point6's other customers, in which case 98point6 wilt immediately notify Employer of the suspension, and the Parties will diligently and cooperatively attempt to resolve the issue, provided that prior to any suspension, 98point6 will ensure that no Participant is abandoned from active treatment until appropriately transitioned to another qualified health care provider. Further, if any amount owed by Employer pursuant to this Agreement is 60 days or more past due, 98point6 may, upon five business days' prior notice, and without limiting its other rights and remedies, suspend the provision of and access to the Services by Participants until such amounts are paid in full, provided that prior to any suspension, 98point6 will ensure that no Participant is abandoned from active treatment until Subscription Agreement 7 20190227.v10.1