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DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4 <br /> VERMONT SYSTEMS <br /> to access your technology systems remotely for the 14.CUSTOM DEVELOPMENT.While we welcome <br /> limited purpose of providing you with any support any suggestions or comments you might have <br /> or updates relevant to our Services.You shall be about how we can improve our products and <br /> solely liable for the cost, interoperability, proper services,we do not custom develop our Services <br /> functioning,and security of any remote access (including the Software)to suit the business needs <br /> facilities or methods used by you,and we shall not of any particular client.We will consider all <br /> be deemed to be in violation of our obligations to suggested improvements to the Services, and, as <br /> you, nor in breach of the Agreement,as the result we determine,will incorporate any approved items <br /> of our inability to remotely access your technology to our development roadmap. If there is a feature <br /> systems. Our right of remote access as described or functionality that you would like to see added to <br /> herein shall be deemed a continuing right until our Services, and you would like the project <br /> such time as the Agreement terminates,for any completed on a certain timeline,you can make a <br /> reason.We agree to use commercially reasonable custom development request and, based on our <br /> efforts to comply with any of your published staffing and other considerations,we will scope the <br /> security-related protocols when remotely accessing project and provide you with a written quote which <br /> your technology systems. you can accept or reject.Custom development <br /> work will be considered a separate engagement for <br /> 12. PAYMENT SERVICES.To be eligible for Payment Professional Services and will be billed outside of <br /> Services,you must complete our Sub-Merchant the Agreement. Custom development work shall <br /> Application and submit it to VS Company not be considered work-for-hire.We will own and <br /> underwriting for approval. Once accepted,your control any product outcome of the engagement <br /> Sub-Merchant Application will convert to a Sub- and we reserve the right to incorporate any new <br /> Merchant Agreement, inclusive of the Sub- feature or functionality into our larger product or <br /> Merchant Application and Agreement(SMAA)and service offerings. <br /> our Payment Service Terms and Conditions,which <br /> shall be considered part of the Agreement. 15.OWNERSHIP RIGHTS. <br /> 13. PROFESSIONAL SERVICES.We reserve the right 15.1 What Belongs to VS.We reserve all title and <br /> to provide you with an estimate of fees for interest to our Intellectual Property Rights.We <br /> Professional Services based on the approximate alone own our Intellectual Property Rights, in <br /> number of hours we think will be reasonably addition to any suggestions, ideas,enhancement <br /> required to complete an engagement, multiplied requests,feedback, recommendations,or other <br /> by a fixed hourly rate. If we underestimate the fees information provided by you or any other party <br /> for Professional Services based on work actually relating to our Services. In addition,we retain all <br /> performed,we will obtain pre-approval prior to rights,title and interest in and to our Software and <br /> you being responsible for any cost overruns at the any splash page designs that we may create and/or <br /> same hourly rate.We will invoice you separately maintain on your behalf and license to you.The <br /> for cost overruns.To help you track and plan for Vermont Systems",VS" and VS Payments'" names <br /> any cost overruns,we will track our actual and logos are registered trademarks of Vermont <br /> Professional Service hours and, upon written Systems and no right or license is granted to use <br /> request, provide you with a weekly time report. them without our express written permission. <br /> Any specific details of an engagement for <br /> Professional Services should be described in a 15.2 What Belongs to Customer.With the <br /> Statement of Work and signed by the parties.Any exception of Patron Data (which remains the <br /> fees for Professional Services will be considered property of individual Patrons),you reserve all <br /> part of the Fees owed under the Agreement. rights,title and interest to your Customer Data. <br /> You own all rights,title and interest to Customer <br /> 8 <br /> File:VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision:9/29/2021 <br />