2021-678-E-IT Dept-RecTrac-Parks & Rec software maintenance

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DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4 VERMONT SYSTEMS the System(s),or any component thereof, Agreement for convenience(meaning without regardless of the reason why; in a way that cause)at any time during the Term with a 30-day adversely impacts the availability, reliability or written notice. stability of the System(s),or any component thereof;to intentionally transmit material using 4.4 Termination Notice. For termination to be the System(s)which contains viruses,Trojan considered effective,you must send your horses,worms or some other harmful computer termination notice in writing to Vermont Systems, Inc. at 12 Market Place, Essex Junction,VT 05452. program;to send unsolicited advertising, marketing or promotional materials,whether by S. FEES; PAYMENT TERMS. email or text,without the recipient's legally-valid consent;to commit fraud;to transmit material that 5.1 Payment of Fees.You agree to pay us all Fees infringes on the intellectual property right of permitted by the Agreement. Fees for specific others;to transmit material that is harassing, Services are described in the Order Schedule and discriminatory,defamatory,vulgar, pornographic, may be set up to bill quarterly or annually,as we or harmful to others; or in violation of this and you may decide.All Fees are based on Services Agreement.Violation of this Prohibited Use policy provided, not on your actual usage. Except as may result in immediate suspension or permitted by the Agreement,all Fees paid are non- discontinuation of Services,or legal action which refundable. could result in civil damages or criminal 5.2 Fee Commencement. Payment for the punishment. software subscription and hosting is invoiced and 4.TERM;TERMINATION. due in full when the initial out of the box, base software URL is emailed to you.This typically 4.1 Term.You will be obligated to the Term as occurs less than 30 days after the project"kickoff' described in the Services Agreement, including any date. auto-renewal provisions. 5.3 Due Date; Late Fees; Interest. Payment is due 4.2 Termination for Cause. Prior to expiration of within 30 days from the date you receive our the Initial Term, either you or we may terminate invoice(the"Due Date"). the Agreement for cause(a) upon 30 days written notice to the other party of a material breach if 5.4 Error Reporting. Please report any errors that such breach remains uncured at the expiration of you see on an invoice immediately. such period; (b) if the other party becomes the 5.5 COLT Increase.After the Initial Term, all Fees subject of a petition in bankruptcy or any other shall be subject to a cost of living and technology proceeding relating to insolvency, receivership, ("COLT")enhancement increase not to exceed five liquidation or assignment for the benefit of percent(5%)of then current Fees.VS reserves the creditors; or(c) if the other party dissolves or right to apply the COLT enhancement to any Fees ceases to do business in the ordinary course. If our at the start of each Renewal Term, in its sole and termination of the Agreement is for cause,then absolute discretion. you shall remain liable for any Fees covering the remainder of the Initial Term,or a Renewal Term, 5.6 Breach for Non-Payment of Fees. Payment not as applicable, after the effective date of such made within 30 days of the Due Date will result in termination.Termination for cause will not an automatic breach of the Agreement and start preclude the non-breaching party from exercising the clock on a 20-day period in which to cure. If any other rights or remedies permitted by law. payment is still not received by the 51st day after the scheduled Due Date,we reserve the right to 4.3 Termination for Convenience(Without Cause). suspend Services until all outstanding Fees are Both parties shall have a right to terminate the 4 File:VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision:9/29/2021