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<br /> <br /> <br /> 4 <br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision: 9/29/2021 <br />the System(s), or any component thereof, <br />regardless of the reason why; in a way that <br />adversely impacts the availability, reliability or <br />stability of the System(s), or any component <br />thereof; to intentionally transmit material using <br />the System(s) which contains viruses, Trojan <br />horses, worms or some other harmful computer <br />program; to send unsolicited advertising, <br />marketing or promotional materials, whether by <br />email or text, without the recipient's legally-valid <br />consent; to commit fraud; to transmit material that <br />infringes on the intellectual property right of <br />others; to transmit material that is harassing, <br />discriminatory, defamatory, vulgar, pornographic, <br />or harmful to others; or in violation of this <br />Agreement. Violation of this Prohibited Use policy <br />may result in immediate suspension or <br />discontinuation of Services, or legal action which <br />could result in civil damages or criminal <br />punishment. <br />4. TERM; TERMINATION. <br />4.1 Term. You will be obligated to the Term as <br />described in the Services Agreement, including any <br />auto-renewal provisions. <br />4.2 Termination for Cause. Prior to expiration of <br />the Initial Term, either you or we may terminate <br />the Agreement for cause (a) upon 30 days written <br />notice to the other party of a material breach if <br />such breach remains uncured at the expiration of <br />such period; (b) if the other party becomes the <br />subject of a petition in bankruptcy or any other <br />proceeding relating to insolvency, receivership, <br />liquidation or assignment for the benefit of <br />creditors; or (c) if the other party dissolves or <br />ceases to do business in the ordinary course. If our <br />termination of the Agreement is for cause, then <br />you shall remain liable for any Fees covering the <br />remainder of the Initial Term, or a Renewal Term, <br />as applicable, after the effective date of such <br />termination. Termination for cause will not <br />preclude the non-breaching party from exercising <br />any other rights or remedies permitted by law. <br />4.3 Termination for Convenience (Without Cause). <br />Both parties shall have a right to terminate the <br />Agreement for convenience (meaning without <br />cause) at any time during the Term with a 30-day <br />written notice. <br />4.4 Termination Notice. For termination to be <br />considered effective, you must send your <br />termination notice in writing to Vermont Systems, <br />Inc. at 12 Market Place, Essex Junction, VT 05452. <br />5. FEES; PAYMENT TERMS. <br />5.1 Payment of Fees. You agree to pay us all Fees <br />permitted by the Agreement. Fees for specific <br />Services are described in the Order Schedule and <br />may be set up to bill quarterly or annually, as we <br />and you may decide. All Fees are based on Services <br />provided, not on your actual usage. Except as <br />permitted by the Agreement, all Fees paid are non- <br />refundable. <br />5.2 Fee Commencement. Payment for the <br />software subscription and hosting is invoiced and <br />due in full when the initial out of the box, base <br />software URL is emailed to you. This typically <br />occurs less than 30 days after the project "kickoff" <br />date. <br />5.3 Due Date; Late Fees; Interest. Payment is due <br />within 30 days from the date you receive our <br />invoice (the "Due Date"). <br />5.4 Error Reporting. Please report any errors that <br />you see on an invoice immediately. <br />5.5 COLT Increase. After the Initial Term, all Fees <br />shall be subject to a cost of living and technology <br />("COLT") enhancement increase not to exceed five <br />percent (5%) of then current Fees. VS reserves the <br />right to apply the COLT enhancement to any Fees <br />at the start of each Renewal Term, in its sole and <br />absolute discretion. <br />5.6 Breach for Non-Payment of Fees. Payment not <br />made within 30 days of the Due Date will result in <br />an automatic breach of the Agreement and start <br />the clock on a 20-day period in which to cure. If <br />payment is still not received by the 51st day after <br />the scheduled Due Date, we reserve the right to <br />suspend Services until all outstanding Fees are <br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F