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4D tf S. FEES, TERMS OF PAYMENT & TAXES A. EDACS FX Fee. Subscriber agrees to pay Seller an annual EDACS FX fee, in the amount set forth in Schedule A to this Agreement, plus taxes pursuant to Paragraph F below, for EDACS FX services provided by Seller during the term as defined in Schedule A. Subsequent years' EDACS FX fees, beyond Subscriber's fest-year fee specified in Schedule A, may or may not remain at the same base rates. Any changes made to Subscriber's Designated System(s) or mobile equipment which results in their failing into another EDACS FX Classification will be reflected in tile following year's EDACS FX fee. If Seller's base rates for EDACS FX should increase, Subscriber will be nolifted by Seiler in writing of any such price increases at least one hundred twenty (120) clays prior to the end of Subscriber's yearly EDACS FX period then in effect. B, rJther Ch_a Subscriber understands that if it chooses to delay its enrollment in EDACS FX beyond tile deadline described in Section 4.A. of this Agreement, Subscriber will need to purchase, at the Software prices then in effect, the initial Software Updates needed to bring their System up to Seller's Current Release Levels as well as any hardware which may be required to accommodate those Updates. C. Due Datc. Subscriber's first-year EDACS FX Fee will be invoiced upon Seller's receipt of a EDACS FX order from Subscriber and this Agreement signed by Subscriber, and upon the signing by Seller of this Agreement. Payment to Seiler will be due thirty (30) days from the date of the invoice. 'Subscriber's subsequent years' EDACS FX fees will be automatically invoiced sixty (40) days prior to the commencement of the subsequent year's term. payment of' ll prior obligations is a condition to Seller providing any future Software Updates or other services. D, payment Terms. Payment shall be made in United States currency. All amounts past due over thirty (30) days shall accrue interest frons their due date at the rale of one and one-half percent (I-If2%) per month (or such lesser rate as may be the nlaxinttun permissible rate under applicable law). in addition to payment of the above interest, Subscriber agrees to pay all collection costs and enforcement expenses including reasonable attorneys fees, if Seller must bring an action or arbitration or other proceeding to collect any amount owed by Subscriber or to enforce any creditor rights in any bankruptcy or similar procceding involving Subscriber. E. Taxes. In addition to any subscription fee specified herein. Subscriber shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by Seller or Subscriber unless Subscriber shall otherwise furnish Seller with a tax -exemption certificate acceptable to the applicable taxing authorities. F. Discontinuance. Subscriber understands that if Subscriber discontinues and then subsequently restill, es participation in the FDACS FX program, Subscriber will be required to pay Seller a re-entry fee for any benefits acquired by Subscriber upon re-entry to EDACS FX program plus the EDACS FX fee for the Will tile" commencing. 6. TITLE As between Seller and Subscriber, the Licensed Programs and all copies thereof, in whole or in part, and all Software. documents and materials which may be notlexclusivcly provided by Seller hereunder for use in connection with such Programs are furnished hereunder nonexclusiveiy as part of the "Licensed Programs" dclincd in lite applicable software license agreement(s) and shall remain file exclusive properly of Seller and will be held in confidence by Subscriber hl accordance with the previsions of each such software license agreement. Under no circumstance shall Subscriber create or permit the creation of any derivative work from" any SoRwvare or the reverse engineering or replication of any Software, 7. TERM & TER1SfllhlATION A. EDACS FX services will be previdcd by Seller to Subscriber for an initial ❑nc-year term, as defined in Schedule A Lo this Agreement, and thercaiter on a year-to-year basis as provided herein, subject to prior payment in full or all outstanding obligations al Ilse lime of renewal and compliuncc with lite other ttimis of this Agreement