Cancellation policy

1. TERM, CANCELLATION AND TERMINATION

 

1.1 Term. Unless Your Account and subscription to a Service are terminated in accordance with this Agreement or the applicable Service Order (a) Your subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term; and (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services at the time of such renewal.

 

1.2 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service at the end of Your then-current Subscription Term by providing notice, no less than thirty (30) days prior to the end of such Subscription Term.

 

1.3 Mutual Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. However, We may immediately terminate this Agreement for cause without notice if You violate the Tella User Content and Conduct Policy.

 

We will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by You in accordance with this Section for Tella’s uncured material breach.

 

You must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Service Order if We terminate this Agreement for Your material breach in accordance with this Section. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to termination.

 

1.4 Payment Upon Termination. Except for Your termination under Section 1.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then-effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 1.3, in addition to any other amounts You may owe Tella, You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term.

 

1.5 No Refunds. Except for Your termination rights under Section 1.3, no refunds or credits for Subscription Charges or other fees or payments will be provided if You terminate a subscription to a Service or cancel Your Account prior to the end of a Subscription Term.

 

1.6 Export of Service Data. Upon Your written request, We will make Service Data available to You for export or download as provided in the Documentation for thirty (30) days after the effective date of termination, expiration or migration of Your Account, unless We have suspended or terminated Your Account due to Your breach of the Agreement, in which case Your Service Data will be available for download until We notify You of such suspension or termination. Thereafter, We will have no obligation to maintain or provide any Service Data and We will delete Your Service Data in accordance with Our Service Data Deletion Policy available on Our Agreements and Terms Website unless prohibited by law or legal order.

 

2. BILLING, PLAN MODIFICATIONS AND PAYMENTS

 

2.1 Payment and Billing. Unless otherwise expressly set forth in this Agreement, a Service Order, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges, all Subscription Charges are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges or any other charges indicated on any Service Order or Statement of Work, or in any Supplemental Terms, within five (5) days of Our notice to You that payment is delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend access to and use of the Services by You, Agents and End-Users.

 

2.2 Upgrades. If You choose to upgrade Your Service Plan or increase the number of Agents authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, Your Subscription Charges will reflect any such upgrades.

 

2.3 Downgrades. You may not downgrade Your Service Plan or reduce the number of Agents during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term, You must provide Tella with thirty (30) days written notice prior to the end of Your then current Subscription Term. You must demote any downgraded Agents prior to the beginning of the subsequent Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Tella is not responsible for such loss.

 

2.4 Taxes. Unless otherwise stated, Our charges do not include any Taxes. You are responsible for paying Taxes assessed in connection with Your subscription to the Services except those assessable against the Tella Group measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced. We agree to exempt You from any taxes for which You provide to Us a tax exemption certificate; provided, however, that no such exemption shall be extended to You following written notice to Us from a taxing authority of appropriate jurisdiction that You do not qualify for the claimed exemption.

 

2.5 Payment Agent. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the Tella Service are billed and processed by Tella’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize Tella and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not Tella, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Tella and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.

 

2.6 Payment Portals. If You mandate Tella use a vendor payment portal or compliance portal that charges Tella a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, You shall be invoiced by Tella for, and You are obligated to pay, the cost of this fee.

 

2.7 Promotional Credits. Any promotional credits issued hereunder will be subject to the Tella Promotional Credits Policy available on the Tella Agreements and Terms Website.