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<br /> <br /> <br /> 2 <br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision: 9/29/2021 <br />hardware distributed by us or by a reseller on our <br />behalf. Hardware may contain firmware or <br />software. <br />"Hosting Fees" mean the fees associated with the <br />hosting of Customer Data on our VS-controlled <br />servers and systems. <br />"Initial Term" is the initial term for Services, as <br />described in the Services Agreement. <br />"Intellectual Property Rights" means all patents, <br />rights to inventions, utility models, copyright and <br />related rights, trademarks, service marks, trade, <br />business and domain names, rights in trade dress <br />or get-up, rights in goodwill or to sue for passing <br />off, unfair competition rights, rights in designs, <br />rights in computer software, database rights, moral <br />rights, rights in confidential information (including <br />know-how and trade secrets) and any other <br />intellectual property rights, in each case whether <br />registered or unregistered and including all <br />applications for and renewals or extensions of such <br />rights, and all similar or equivalent rights or forms <br />of protection in any part of the world. <br />"Order Schedule" means the schedule in the <br />Agreement which itemizes and describes the <br />Services we are willing to provide to you and any <br />specific fees you are agreeing to pay us for such <br />Services. <br />"Patron(s)" mean(s) the individuals who purchase <br />your products and/or services and who otherwise <br />interact with the Software associated with our <br />Services. Patrons are your customers, clients or <br />members. <br />"Patron Data" means information about Patrons <br />entered into the Software by you, your End Users <br />or your Patrons. Patron Data may include (but is <br />not limited to) personally identifiable information <br />and/or Cardholder Data. <br />"Payment Services" means the payment and <br />billing-related services that we may provide to you <br />under the Agreement. Payment Services may be <br />described in the Order Schedule or in a separate <br />Addendum, and your receipt of Payment Services <br />requires that you enter into a separate Sub- <br />Merchant Agreement with us. <br />"Professional Services" are any professional <br />services provided outside of our initial <br />unconfigured install of the Software associated <br />with our Services. Professional services may <br />include consulting, custom development work, <br />implementation, supplemental or onsite training, <br />remote training, or projects which generally fall <br />outside the scope of the Agreement. Unless <br />otherwise agreed, Professional Services will be <br />documented under a separate Statement of Work <br />and signed by the Parties. <br />"Services" mean any and all of those products <br />and/or services offered by us to you under the <br />Agreement. Services may include products or <br />services related to software, hosting, hardware, <br />implementation, support, training and/or <br />payments. A specific itemization of Services can be <br />found in the Order Schedule. <br />"Services Agreement" means the contract <br />between you and us for Services. The Orange <br />County, NC Services Agreement (No RFP/RFQ), <br />together with any attachments, schedules or <br />exhibits referenced therein, is broadly referred to <br />as the "Agreement" between you and us. <br />"Software" means our proprietary technology <br />software and any and all associated modules, <br />websites, third party integrations and/or mobile <br />applications (if applicable). <br />"Software Fees" mean those fees associated with <br />your access to and use of our Software or any <br />component thereof. We may charge Software Fees <br />monthly, quarterly or annually, as more specifically <br />described in the Order Schedule. <br />"Sub-Merchant Agreement" means our Sub- <br />Merchant Application and Agreement and Payment <br />Service Terms and Conditions, which govern the <br />terms and conditions under which we are willing to <br />provide our Payment Services. <br />"Support Fees" mean those fees associated with <br />our Support Desk, which enables customer support <br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F