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• A Page 3 of 3 A C S ACS CUSTOMER SUPPORT AGREEMENT (CSA) TERMS AND CONDITIONS (continued) 6. Payment, in full, of the appropriate Support Fees must be received by ACS within 30 days after receipt of ACS annual invoice for these services. An invoice for the applicable Support Fees will be submitted by ACS to LICENSEE approximately 30 days prior to the termination date, unless either party has notified the other in writing of its intent not to extend this Agreement pursuant to Section 1 of this Agreement. In the case of newly licensed software, the CSA begins and is billable upon receipt of the Licensed Software and the applicable CSA payment will be prorated so it renews on the same and common expiration date as do all other ACS CSA s for that LICENSEE. 7. Ail charges for shipments and mailings to ACS are the responsibility of the LICENSEE. All retums and mailings to the LICENSEE by ACS are via regular U.S. Mail, or similar service as selected by ACS, unless specifically directed otherwise by the LICENSEE. All express or expedited charges are the responsibility of the LICENSEE, and will be billed separately to the LICENSEE if paid by ACS. 8. In addition to the Support Fee and other charges stated above, LICENSEE agrees to pay all applicable taxes (except for taxes based on ACS' net income or capital stock) relating to this Agreement, the Error Corrections, Enhancements Releases, or other software or services provided by ACS under this Agreement or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If LICENSEE is exempt from the payment of any such taxes, LICENSEE must provide ACS with a valid tax exemption certificate; otherwise, absent proof of LICENSEE'S direct payment of such tax amounts to the applicable taxing authority, ACS will invoice LICENSEE for and LICENSEE will pay to ACS all such tax amounts. 9. Reinstatement of this agreement after having not been in force for 60 days or fewer will be made retroactive to the date that the Agreement expired with no reinstatement charge. Reirstaternent of this agreement after having not been in force for more than 60 days will incur a reirstatiernerit charge, in addition to the normal Customer Support fee, of an amount equal to 5% of the annual Support Fee for each month that this agreement had not been in force, up to a maximum of 50% of the Support Fee for each year that this agreement has not been in force. 10. ACS' liability for damages to the LICENSEE for any cause whatsoever, and regardless of the form of actions, whether in contract or in tort, including negligence, shall be krnited to any acid charges incurred for up to twelve months' Support Fee applicable to the Licensed Software covered under this Agreement. Such Support Fees shall be those in effect when the cause of action arose. In no event shall ACS be liable for any damages caused by the LICENSEES failure to perform the LICENSEES responsibilities, or for any lost revenues or other consequential damages, even if ACS has been advised of the possibility of such damages, or for any claim against the LICENSEE by any parry. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, SWRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 11. This Agreement is assignable by ACS upon ninety (90) days written notice. This Agreement is not assignable by LICENSEE; none of the services granted hereunder nor any of the Licensed Software materials or copies thereof may be sub - licensed, assigned or transferred by the LICENSEE. Any attempt by LICENSEE to sub- license, assign or transfer any of the tights, duties or obligations under this Agreement is void. 12. The terms and conditions of this Agreement may be modified by ACS effective on the date of automatic renewal by providing the LICENSEE with one (1) month's prior written notice. Any such modification will apply unless the LICENSEE a erdses the option to terminate this Agreement. Any variation from these terms and conditions in any LICENSEE order or other modification will be of no effect. 13. The LICENSEE represents that they are the LICENSEE identified on an ACS License Agreement for products they wish to be covered by this CSA and that LICENSEE is in compliance with the terms and conditions associated with the applicable License Agreement. 14. ACS' services provided outside the scope of this agreement will be f imished on ACS' schedule and at ACS' applicable time and material billing rate and teens then in effect 15. Neither ACS nor LICENSEE is responsible for failure to fulfill their obligations under this Agreement due to causes beyond their control. 16. No actions, regardless of form, arising out of this Agreement may be brought by either party more than two years after the Cause of actions has arisen, or in the area of non- payment, more than two years from the date of the last payment. 17. It is mutually agreed that any action at law, suit in equity or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts of the Commonwealth of Pennsylvania. It is mutually understood and agreed that this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and the United States of America both as to interpretation and performance. 18. It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is by the courts held to be illegal or in eonW with any law of the state where made, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the parties shall be construed and aftued as If the Agreement did not contain the particular part, term, or provision that is held to be invalid. 19. LICENSEE agrees that should it default in any of the covenants or agreements contained herein, LICENSEE shall pay all costs and expenses including a reasonable attorney's fee which may arise or accrue from enforcing this Agreement, whether pursued by filing suit or before or after judgment 4/7/2005 - 8:51 AM H: \Lex_CSAsLCSAs- Live \OH -North Olmsted_04.doc (Rev 6/25/o4)