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EVEN IF THE CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL. PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED FOR THE SERVICES TO CUSTOMER. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 8. Termination With or Without Cause, Expiration. (a) Term. This Agreement will remain in effect for the Initial Term, This Agreement will automatically renew for successive one (1) year periods after the Initial Term, unless terminated by either party with thirty (30) days written notice prior to renewal. (b) Termination. Otherwise, this Agreement will be valid as of the effective date of the Agreement and will continue unless terminated as follows: (i) Agency360 may, in its sole discretion, terminate this Agreement if Customer does not pay any amounts owed to Agency360, including without limitation, all Fees, subject to Section 5(e) of this Agreement; (ii) Agency360, in its sole discretion, may terminate or suspend Customer or Users access to all or part of the Software, Services or Site, without notice, upon discovery of any suspected fraudulent, abusive or illegal activity, which be referred to appropriate law enforcement authorities; (iii) Customer may terminate this Agreement at any time, in whole or in part, for any reason, provided that Customer shall pay any Fees accrued prior to the date of termination; (iv) by either party upon the giving of written notice in the event that the other party fails to discharge any nonmonetary obligations or remedy any nonmonetary default under this Agreement for a period continuing more than thirty (30) days after the non -breaching party shall have given the other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the non -breaching party gives such notice so terminating this Agreement; or (v) by either party upon the giving of written notice in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium. (c) Termination Policies. Subject to the requirements of Section 8(b) above, the following policies apply to any termination or expiration of this Agreement: (i) Upon termination or expiration of this Agreement for any reason, Agency360 shall be entitled to all of the Fees due under this Agreement for the entire Term. All Fees paid to Agency360 in advance are non-refundable in all circumstances. (ii) Upon termination or expiration of this Agreement for any reason, Customer shall have no rights to continue use of the Services.