5. TERM AND TERMINATION.
5.1 The initial term of each Agreement shall be set forth in the Service Order (“Initial Term”). Upon expiration of the Initial Term, the Agreement (including the Service Order) shall automatically renew for consecutive terms of one (1) year each, or such other period as shall be specifically stated in the Agreement (“Renewal Term” and together with the Initial Term, the “Term”), unless one of the Parties provides a 30 days’ prior written termination notice to the other Party.
5.2 In the event of a difference between the start date stated in the Agreement and the actual start date, the later shall prevail and considered as the Agreement contractual start date for all intents and purposes.
5.3 In the event that the actual start date of the Service is delayed by more than 3 weeks due to Customer not fulfilling its obligations or meet the technical (or other) requirements as specified in the Agreement, then Customer shall not be relieved of any of its duties with respect to timely payments as specified and defined in the Agreement, regardless of whether the Service has started or not.
5.4 iKO shall be entitled to interrupt the Services and/or terminate any applicable Agreement, at iKO’s discretion, without liability to Customer, immediately upon notifying Customer, in the following events:
5.4.1 Customer is in breach of any of its obligations and/or warranties contained in the Agreement that was not cured within seven (7) days from the date on which Customer was notified by iKO in writing of such breach, including, without limitation, Customer’s payment obligations.
5.4.2 Customer becomes insolvent or ceases paying its debts generally as they mature and/or if bankruptcy proceedings, or similar proceedings under bankruptcy laws, are initiated by or against Customer and/or a receiver or trustee is appointed over the business and/or property of Customer.
5.4.3 Customer is in breach of any of its obligations and/or warranties which relate to license and compliance of the Content.
5.4.4 Any change of control or material change of ownership, including nationalization, of Customer.
5.5 In the event of jamming by a third party occur on the relevant iKO transponder. iKO shall attempt to provide an alternative solution for the Service. However, in the event that iKO is unable to find an alternative solution and provide the Service, iKO shall have the right to declare the Agreement null and void and cease the provision of the Service without further obligation, duty, or liability to the Customer.
5.6 Customer recognizes that the pricing for the Services is based upon the completion of the Term of each Agreement and as such, in the event of early termination of any Agreement for any reason attributed to Customer, inter alia in accordance with Section 5.3 above, prior to the expiration of the applicable Term, Customer acknowledges and agrees to pay a cancellation penalty equivalent to 100% of the remaining Monthly Fees due from the date of termination until the end of the applicable Term.
5.7 iKO shall have the right to terminate any Agreement or specific Service, without liability to Customer, on account of such termination, at any time, in the event that iKO received a request to terminate the Services from the satellite service provider, carrier, and/or any regulatory or governmental authority, or in the event that iKO’s lease of the capacity or regulatory permits required is terminated for any reason out of iKO’s reasonable control.
5.8 Expiry or early termination of any certain Agreement (i) shall not release either Party from any obligation or liability incurred prior to such termination (including Customer’s payment obligation), and (ii) shall not affect in any way or form each of the Party’s obligations under the Agreement and/or with respect to any other Service.
5.9 Upon expiry or early termination of the Agreement, the Customer shall cease, and cause its customer(s) to cease, all transmissions and use of the Service. iKO shall be entitled, inter alia, to discontinue the provision of the Service by all technical and operational means, upon expiry or early termination of the Agreement. In the event of non-compliance by the Customer with the foregoing, and without prejudice to any other damages, iKO shall be entitled to require that the Customer pay a penalty in an amount equal to two (2) times the pro rata Monthly Fee or any applicable service Charges for each twenty-four (24) hour period during which the Customer continues to use the Service in whole or in part after expiry or early termination of the Agreement. This payment shall be applied pro-rata to any period that is less than twenty-four (24) hours.