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170811v4 - 3 - <br />avoidance of doubt, Licensee’s failure to make any payment within 30 days of its <br />receipt of an undisputed invoice from Licensor shall constitute a material breach of <br />this Agreement. <br /> <br />4. TERM AND TERMINATION. <br />(a) Term of Agreement. This Agreement is effective beginning on the <br />Effective Date and, unless this Agreement is earlier terminated in accordance with <br />this Section 4, shall continue for a period of 3 years (the “Initial Term”), and <br />Licensee may elect to renew this Agreement thereafter for successive periods of 1 <br />year (each, a “Renewal Term”) by providing notice of renewal, including but not <br />limited to purchase orders or invoice payments to Licensor within 30 days of the <br />scheduled expiration of this Agreement. Licensor may increase the fees as provided <br />in Exhibit A upon commencement of a Renewal Term, provided that Licensor issues <br />written notice at least 30 days prior to the Renewal Term. <br /> <br />(b) Termination. In the event of a material breach by either party that is <br />not cured within 30 days of receipt of written notice thereof from the other party, <br />the nonbreaching party may, by written notice to the breaching party, (i) terminate <br />this Agreement; (ii) terminate or suspend Licensee’s access to or use of the Website, <br />Service and/or Software; and/or (iii) pursue other legal and equitable rights and <br />remedies to which it may be entitled. Either party may terminate this Agreement <br />immediately by giving written notice to the other party if such other party institutes <br />or has instituted against it insolvency, receivership, or bankruptcy proceedings or <br />any other proceedings for the settlement of such party’s debts, or makes an <br />assignment for the benefit of its creditors or commences dissolution proceedings. <br />In addition, Licensor may terminate this Agreement and the License hereunder <br />immediately upon the breach by Licensee of Section 1 hereof. <br /> <br />(c) Effect of Termination. Except as set forth in this Agreement, in the <br />event of termination or expiration of this Agreement, the rights and obligations <br />hereunder or thereunder, as applicable, shall terminate immediately; provided, <br />however, that any payment or other obligation that has accrued as of such <br />termination or expiration date shall survive such termination or expiration; <br />provided, further, that in the event of the termination or expiration of this <br />Agreement the rights and the obligations of the parties set forth in Sections 1(c) <br />(Reservation of Rights), 5(d) (Service Disclaimer),7 (Confidentiality), 11 <br />(Limitation of Liability), 12 (Indemnification), 13 (Entire Agreement) and 15 <br />(Additional Terms) of this Agreement, along with any other provision of this <br />Agreement which is required to enforce the parties’ rights and obligations <br />hereunder or by its terms continues after the termination of this Agreement, shall <br />survive the termination or expiration of this Agreement and shall continue in effect <br />as described therein. <br /> <br />DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5