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errors or unauthorized changes, Customer's hardware, or conflicts with other software not identified by Company as compatible or part of the recommended operating environment may be subject to billing at Company's current standard time and material charges. The Customer will be responsible for properly testing and applying routine virus updates and security patches without the need for additional Company's notification. Company will be responsible for testing Company's software updates prior to making them available to the Customer. The Customer acknowledges responsibility for testing Company's software updates before applying them to the Customer's production systems. For servers running Company's software, the Customer acknowledges responsibility for communicating with Company prior to installation of non- Company's software service packs, implementation of new releases or versions of non- Company's software, or installation of new non- Company's software products. Except for emergency replacement of a failing server, the Customer acknowledges responsibility for communicating with Company prior to replacing a server on which Company's software is being used. Company is not responsible for changes if related to or caused by software not provided by Company. For workstations running Company's software, the Customer acknowledges responsibility to test new workstation configurations, software service packs, new releases or versions of software, and new software products prior to implementation. 5. Limitations. Company may, in its sole discretion, limit or suspend Customer's access to support, pursuant to this Subscription and Support Agreement, where (1) Customer is in material default under the terms of this Subscription and Support Agreement (non-payment is deemed to be a material default), or (2) Customer fails to provide adequately trained staff to administer the Software. Prior to limiting or suspending support, Company will give the Customer 45 days written notice of its intention to do so and actively participate with the Customer to remedy any such default or failure. 6. Term. This Subscription and Support Agreement commences at the earlier of 1) the "go-live" date of the Software or 2) September 1, 2012, and expires one year after its commencement date. Within thirty (30) days prior to its expiration, Company shall send to the Customer an invoice for an annual "Subscription, Support and Maintenance Fee". The sending of any such invoice will constitute an irrevocable offer to extend the Subscription and Support Agreement for the period and fees set forth in the invoice, which may be accepted by the Customer in its sole discretion as hereinafter set forth. Termination of the Subscription and Support Agreement prior to its expiration shall not result in the refund of partial service fees. The Customer's payment of an annual Subscription, Support and Maintenance Fee in response to an invoice prior to the expiration date of the Subscription and Support and Agreement, or within forty-five (45) days after the date of Company's invoice, whichever is later, will extend the Subscription, Maintenance and Support Period for the period of one year from its previous expiration date, or for the period set forth in the invoice if different. 7. Adjustments to Terms and Conditions. Company may change the Annual Subscription, Support and Maintenance Fee and the terms and conditions of this Subscription and Support Agreement provided that written notice is given to the Customer thirty (30) days prior to the expiration of the current term. Coplogic - DORS Software Subscription, Support and Maintenance Agreement 2 251-4