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_ Z_♦ shall be entitled to discontinue provision of the Services until all overdue amounts due are paid in full. Except as expressly provided in this Agreement, all payments to Procore are non-refundable and non -cancelable. Customer shall reimburse Procore for Procore's collection costs incurred in attempting to collect any late payments, including reasonable attorneys' fees. 4.2 The Subscription Fees stated on the Order Form are exclusive of any federal, state, or other governmental taxes, duties, fees, excises, or tariffs ("Taxes") now or hereafter imposed on the Services. Customer shall be responsible for, and if necessary shall reimburse, Procore for all such Taxes on any amounts payable by Customer hereunder, except for taxes imposed on Procore's net income. If Procore has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Procore will add such Taxes to the amount invoiced to Customer. 4.3 Procore may audit Customer's Construction Volume (as specified on the Order Form) to ensure compliance with this Agreement. Procore will give Customer at least ten days' advance notice of any such audit and will conduct the audit during normal business hours in a manner that does not unreasonably interfere with Customer's normal operations. Customer agrees to reasonably cooperate with and assist Procore upon receipt of a notice of audit. Such audit will be at Procore's expense; however, if any such audit discloses any underpayment by Customer or usage exceeding Customer's subscription as stated on the Order Form(s), Procore may invoice Customer and Customer shall immediately pay Procore such underpaid amount, together with interest thereon at the rate specified in section 4.1, and Customer shall also pay Procore for Procore's expenses associated with such audit. 5. TERMITERMINATION. 5.1 Term. This Agreement commences on the Effective Date and will remain in effect forthe initial term specified on the Order Form ("Initial Term"), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, this Agreement will automatically be renewed for one year (each such period an "Automatic Renewal Term") unless one Party gives notice to the other Party at least ten days prior to the end of the Initial Term. The Subscription Fees must be paid on or before the start of the Automatic Renewal Term in order to avoid a termination of Services. 5.2 Termination. Either Party may terminate this Agreement upon: (1) any material breach of this Agreement by the other Party that is not cured within thirty days (or within ten days in case of failure to pay) following written notice thereof; (2) the other Party becoming insolvent or bankrupt, liquidating or being dissolved, or ceasing substantially all of its business; or (3) a breach of section 11.3. Upon expiration or termination of this Agreement or Services authorized in an Order Form, Customer shall Immediately discontinue all access and use of the Services. In the event Customer terminates this Agreement for a material and uncured breach by Procore, Procore shall, as Customer's sole and exclusive remedy, refund to Customer any prepaid but unused Subscription Fees calculated on a straight-line prorated basis for the remainder of the then -current Term. In the event that Procore terminates the Agreement for a material and uncured breach by Customer, Customer shall continue to pay any fees due to Procore pursuant to section 4.1. In addition to any other remedies available to Procore, Procore may suspend Customer's or any Authorized Users' access to the Services, at Procore's sole option, in the event of any violation of this Agreement. Upon termination of this Agreement, Procore shall follow the data return procedures outlined in Exhibit A. 6. PROPRIETARY RIGHTS. Procore will retain all worldwide right, title, and interest (including intellectual property rights) in and to the Site and the Services, the look and feel of the Site, and all copyrights in and to its content. The Site is copyrighted, trademarked, or otherwise protected, and owned or licensed by Procore. Nothing in this Agreement grants Customer or any Authorized User an express or implied right to use any Procore intellectual property except as set forth in section 3.1 above. All proprietary rights in the Services, including the Software and any aggregate usage data, traffic patterns, and Aggregate Content collected by Procore in connection with use of the Services, will be the sole and exclusive property of Procore. Procore retains the royalty -free right to use any suggestions, ideas, feedback, or other recommendations provided by Customer or Authorized Users relating to the Services. Procore may use Customer's name and/or its logo on Procore's website and in its marketing materials to indicate Procore Technologies, Inc. MSA_2019_Vl www.procore.com 25A-12