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E204 <br /> <br />April 1, 2022 <br /> <br />REV: 09-20-2022 SK <br />are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning <br />and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on <br />such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services <br />Credits. <br />8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be <br />subject to Esri's review and approval to ensure alignment with the intent of the program. <br />8.10 Invoicing. <br />a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and <br />Services Credits, or Advisor services upon receipt of Customer's order. Subsequently, Esri will invoice annually <br />at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the <br />Advantage Program subscription for a subsequent annual term upon receipt of Customer's payment of the <br />renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon <br />receipt of Customer's order. <br />b. Pricing for program renewals and new or additional Services will be in accordance with Esri's standard pricing <br />at the time of purchase or renewal. <br />8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription: <br />a. Services will end as of the expiration or termination date stated; and <br />b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused <br />Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses <br />that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are <br />used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits <br />will expire 30 days after the expiration or termination date; if Customer renews the Advantage Program <br />subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 <br />years from the purchase date or termination of this Agreement, whichever comes first. <br />ATTY/AGR.2022.349/ESRI (Page 13 of 25)