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<br /> <br /> <br /> 8 <br />File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. <br /> Last Revision: 9/29/2021 <br />to access your technology systems remotely for the <br />limited purpose of providing you with any support <br />or updates relevant to our Services. You shall be <br />solely liable for the cost, interoperability, proper <br />functioning, and security of any remote access <br />facilities or methods used by you, and we shall not <br />be deemed to be in violation of our obligations to <br />you, nor in breach of the Agreement, as the result <br />of our inability to remotely access your technology <br />systems. Our right of remote access as described <br />herein shall be deemed a continuing right until <br />such time as the Agreement terminates, for any <br />reason. We agree to use commercially reasonable <br />efforts to comply with any of your published <br />security-related protocols when remotely accessing <br />your technology systems. <br />12. PAYMENT SERVICES. To be eligible for Payment <br />Services, you must complete our Sub-Merchant <br />Application and submit it to VS Company <br />underwriting for approval. Once accepted, your <br />Sub-Merchant Application will convert to a Sub- <br />Merchant Agreement, inclusive of the Sub- <br />Merchant Application and Agreement (SMAA) and <br />our Payment Service Terms and Conditions, which <br />shall be considered part of the Agreement. <br />13. PROFESSIONAL SERVICES. We reserve the right <br />to provide you with an estimate of fees for <br />Professional Services based on the approximate <br />number of hours we think will be reasonably <br />required to complete an engagement, multiplied <br />by a fixed hourly rate. If we underestimate the fees <br />for Professional Services based on work actually <br />performed, we will obtain pre-approval prior to <br />you being responsible for any cost overruns at the <br />same hourly rate. We will invoice you separately <br />for cost overruns. To help you track and plan for <br />any cost overruns, we will track our actual <br />Professional Service hours and, upon written <br />request, provide you with a weekly time report. <br />Any specific details of an engagement for <br />Professional Services should be described in a <br />Statement of Work and signed by the parties. Any <br />fees for Professional Services will be considered <br />part of the Fees owed under the Agreement. <br />14. CUSTOM DEVELOPMENT. While we welcome <br />any suggestions or comments you might have <br />about how we can improve our products and <br />services, we do not custom develop our Services <br />(including the Software) to suit the business needs <br />of any particular client. We will consider all <br />suggested improvements to the Services, and, as <br />we determine, will incorporate any approved items <br />to our development roadmap. If there is a feature <br />or functionality that you would like to see added to <br />our Services, and you would like the project <br />completed on a certain timeline, you can make a <br />custom development request and, based on our <br />staffing and other considerations, we will scope the <br />project and provide you with a written quote which <br />you can accept or reject. Custom development <br />work will be considered a separate engagement for <br />Professional Services and will be billed outside of <br />the Agreement. Custom development work shall <br />not be considered work-for-hire. We will own and <br />control any product outcome of the engagement <br />and we reserve the right to incorporate any new <br />feature or functionality into our larger product or <br />service offerings. <br />15. OWNERSHIP RIGHTS. <br />15.1 What Belongs to VS. We reserve all title and <br />interest to our Intellectual Property Rights. We <br />alone own our Intellectual Property Rights, in <br />addition to any suggestions, ideas, enhancement <br />requests, feedback, recommendations, or other <br />information provided by you or any other party <br />relating to our Services. In addition, we retain all <br />rights, title and interest in and to our Software and <br />any splash page designs that we may create and/or <br />maintain on your behalf and license to you. The <br />Vermont Systems™, VS™ and VS Payments™ names <br />and logos are registered trademarks of Vermont <br />Systems and no right or license is granted to use <br />them without our express written permission. <br />15.2 What Belongs to Customer. With the <br />exception of Patron Data (which remains the <br />property of individual Patrons), you reserve all <br />rights, title and interest to your Customer Data. <br />You own all rights, title and interest to Customer <br />DocuSign Envelope ID: E67DC299-98E1-4682-B281-3085AC9FC5B4DocuSign Envelope ID: D8616E66-A1E5-427C-BF38-08F85D32580F