ITEM 4. 9
CITY MANAGER' S REPORT
OCTOBER 12, 2026 CITY COUNCIL REGULAR MEETING
ITEM:
RECOMMENDATION:
APPROVE A SOFTWARE SERVICE AGREEMENT
WITH RECTRAC, LLC DBA VERMONT SYSTEMS
FOR A RECREATION REGISTRATION
SOFTWARE MANAGEMENT SYSTEM FOR THE
PARKS AND RECREATION DEPARTMENT AND
APPROVE A BUDGET ADJUSTMENT
Adopt a Resolution to Approve a Software
Service Agreement with RecTrac, LLC dba
Vermont Systems to Provide a Recreation
Registration Software Management System for
the Parks and Recreation Department and
Approve a Budget Adjustment
SUMMARY:
The current software used by the Parks and Recreation Department to manage the registration of recreational activities for the public is in end - of -life status and unsupported, therefore requiring replacement. Through a competitive selection process RecTrac, LLC dba Vermont Systems was chosen to provide the Recreation Registration Software Management System for the Parks and Recreation Department.
The Recreation Software costs are projected at $ 25, 765. 00 for FY 2026-7, 17, 325. 00for FY 2027-8, $18,91. 25for FY 2028-9, $19,00. 81for FY 2029- 30, and $ 20, 055. 8for FY 2030- 31, for a total five- year cost of $ 100, 437. 91.
The previously approved City Council budget for Fiscal Year 2026-7 did not include sufficient funding for this expense and a budget adjustment is requested, by staff to fund this expense.
Staff requests City Council to approve the Software Service Agreement with RecTrac, LLC dba Vermont Systems to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) year term in the amount not to exceed $ 100, 438 and approve the associated budget adjustment of $ 10, 765 for Fiscal Year 2026-7.
BACKGROUND:
The existing software used by the Parks and Recreation Department to manage the registration of recreational activities is set to be terminated on July 1, 2027. This software is in end -of -life status and will not function after this date. Therefore, new software to manage the registration of recreational activities for the City is required.
CITY MANAGER' SREPORT PAGE 2
OCTOBER 12, 2026 CITY COUNCIL REGULAR MEETING
APPROVE A SOFTWARE SERVICE AGREEMENT WITH RECTRAC, LLC.
DBA VERMONT SYSTEMS FOR A RECREATION REGISTRATION
SOFTWARE MANAGEMENT SYSTEM FOR THE PARKS AND RECREATION
DEPARTMENT AND APPROVE A BUDGET ADJUSTMENT
A Request for Proposals ( RFP) was initiated by staff, and five ( 5) responses were received. From these five ( 5) responses, the Parks and Recreation Department selected the top two ( 2) vendors through a scoring process. The Information Systems Department fully evaluated the top two ( 2) vendors selected by the Parks and Recreation Department and suggested RecTrac, LLC dba Vermont Systems as the most responsive proposal. Therefore, staff requests City Council approve the Software Service Agreement with RecTrac, LLC dba Vermont Systems to Provide Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) year term not to exceed $ 100, 438. Staff also request a budget adjustment from the General Fund to increase the expenditure in the amount of $ 10, 765 for Fiscal Year 2026-7.
REASON FOR RECOMMENDATION:
The current software used for recreational activity registration management is set to terminate functionality as of July 1, 2026, and replacement software is required to continue to manage recreational activity registration.
FISCAL IMPACT:
Sufficient funds were not included in the City Council approved budget for Fiscal Year 2026-7 and therefore the following budget adjustment is required.
Increase Expenditures
FY 2026-7 1010- 3- 01- 435- 10- 0 $10, 765
ATTACHMENTS:
A. Resolution to Approve a Software Service Agreement with RecTrac, LLC dba Vermont Systems to Provide a Recreation Registration Software Management System for the Parks and Recreation Department and Approve a Budget Adjustment
B. Software Service Agreement with RecTrac, LLC dba Vermont Systems to Provide a Recreation Registration Software Management System for the Parks and Recreation Department
CITY MANAGER' SREPORT PAGE 3
OCTOBER 12, 2026 CITY COUNCIL REGULAR MEETING
APPROVE A SOFTWARE SERVICE AGREEMENT WITH RECTRAC, LLC
DBA VERMONT SYSTEMS FOR A RECREATION REGISTRATION
SOFTWARE MANAGEMENT SYSTEM FOR THE PARKS AND RECREATION
DEPARTMENT AND APPROVE A BUDGET ADJUSTMENT
APPROVALS:
Todd Sebastian
Parks and Recreation Director
ty, Z0 Z10
Date
ernandes Date
Information Systems Director
Cari Jam
Finance D4' rector
9/ 0760ve
Date
r,' v m
Thomas Hedegard Date
Deputy City Manager
Salvador Navarrete
City Attorney
o- `.Lb2. 6
Date
le--, -2(p
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 26 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO
APPROVE A SOFTWARE SERVICE AGREEMENT WITH RECTRAC, LLC DBA
VERMONT SYSTEMS TO PROVIDE A RECREATION REGISTRATION SOFTWARE
MANAGEMENT SYSTEM FOR THE PARKS AND RECREATION DEPRTMENT AND
APPROVE A BUDGET ADJUSTMENT
WHEREAS, the current software used by the Parks and Recreation Department to manage public registration for recreational activities for the public is in end -of -life status and unsupported; and
WHEREAS, as a result, replacement software is required to ensure the continued ability to manage recreation program registrations for the City of Lathrop; and
WHEREAS, in response to a Request for Proposals ( RFP), five ( 5) proposals were received; and
WHEREAS, a request for proposals was distributed, and scoring and evaluation process was used to determine that RecTrac, LLC dba Vermont Systems submitted the most responsive proposal; and
WHEREAS, sufficient funds were not included in the City Council approved budget for Fiscal Year 2026-7; and
WHEREAS, staff request a budget adjustment from the General Fund to increase expenditures by $ 10, 765 for Fiscal Year 2026-7; and WHEREAS, staff recommend that the City Council approve Software Service Agreement with RecTrac, LLC dba Vermont Systems for a Recreation Registration Software Management System for the Parks and Recreation Department for a five 5) year term, in an amount not to exceed $ 100, 438; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a Software Service Agreement with RecTrac, LLC dba Vermont Systems for a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) year term, in an amount not to exceed 100, 438; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approves a budget adjustment to increase the expenditures as detailed below.
Increase expenditures
FY 2026-7 1010- 3- 01- 435- 10- 0 $10, 765
The foregoing resolution was passed and adopted this 12th day of October 2026, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Nplor
vermont systems ATTACHMENT" 'jj "
SERVICES AGREEMENT
This Software - as -a Services ( SaaS) Agreement is made as of -the date of the last signature (" Execution Date") by and between RECTRAC, LLC d/ b/ a VERMONT SYSTEMS, a Delaware limited liability company having its principal address at 12 Market Place, Essex Junction, VT 05452 (" VS," " Licensor,"" we;„" our," "„ Provider , or " us") and The City of Lathrop, CA_(„ustomer,„ "Licensee," " you" you„ "or •your") whose principal address is Parks and Recreation Department 390 Towne Centre Drive Lathrop CA 95330 . Each a " Party,": and collectively, the " Parties". This Services Agreement, including all attachments, schedules, exhibits or Addenda referenced herein, shall collectively comprise the.
Agreement" between You and Us. Terms not defined below shall have the meanings. as set forth in Section 1 of the Terms of Service. -
1. INITIAL TERM. The Initial Term of this Agreement shall commence on the date of the last signature below and shall continue until the last day of the month that is thirty- six (36) months following the month in which the Agreement is fully executed ( the: "Initial Term".). For example, if the Agreement is signed on April 15, it shall end on April 30 of the last year.
Thereafter, the Agreement shall automatically renew for additional one ( 1) year periods ( each, a " Renewal Term"), unless either party provides written notice of non - renewal at least ninety (90) days prior to the end of the then - current term.
2. SERVICES= & FEES. Services and. Fees areset forth in Quote. No. QUO- 21554- H6B1K8 included and made part of this Agreement. All Fees will be due 30 days following invoice receipt:
3. TAX EXEMPTION. Please mark the appropriate box.
YES Yes, we are exempt. If ves, please provide a certificate or other documentation. 0N No, we are not exempt.
4. PAYMENT SERVICES.
INCLUDED Customer is selecting VS to provide. Payment Services and will enter into a separate Sub - Merchant Agreement with us, as the payment facilitator.
NOT INCLUDED . Customer will be lhandling its own payment processing and payment services on its own or through another third - party payment services provider. We consider these services to be Third -Party Services for which we are not responsible or liable.
5. TERMS OF SERVICE. Customer has received, understands and agrees to the VS Terms of Service. which are included and made part of this Aereement.
6. PRIVACY & SECURITY.. Customer has received, understands and agrees to the VS Privacy Statement. 7: ADDITIONAL ADDENDA. The following Addenda are included and made part of this Agreement:
a) Terms of Service
b) Service Level Agreement ( Software)
c) PayTrac Addendum
d) Quote No.. QUO- 21554- H6B1K8
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IN WITNESS WHEREOF, the parties signing below have read and understand the terms and conditions of this Agreement, including any and all additional addenda or attachments. They represent and warrant that they are authorized to execute this Agreement on behalf of the applicable organization and that, upon execution, this Agreement is enforceable against that party in accordance with its terms. The parties hereto have caused this Agreement to be executed as of the last signature date below (" Execution Date").
Customer: The City of Lathrop, CA RecTrac, LLC d/ b/ a Vermont Systems Signature: Signature:
By: Print Name) By: Patrick Hayden Print Name)
Its:_ __ ____ Title) Date:_ _ _ Its: President Tide) Date:
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TERMS OF SERVICE
1) DEFINITIONS. Capitalized terms used but not otherwise defined in these Terms of Service will have the meaning ascribed to such terms in the Services Agreement or other applicable Addenda. o " Addendum" or" Addenda" means a document added to the Agreement containingnew or. supplemental terms.
o " Add -On Options" means any additional features not included in the basic software subscription such as for example, the WebTrac App, InteliTrac Business Intelligence, and Access Control. o " Agreement" means the Services Agreement and any attachments, schedules or exhibits referenced therein, which couldinclude the Order Schedule, Privacy Policy, Terms of Service, Service Level Agreement, Statement of Work, Sub - Merchant Agreement,: or any later -signed Addenda.
o` " Billing Period" means the period of time covered by a single recurring dues fee for Services.
Recurring fees will be invoiced based on contract execution date. Unless otherwise noted, a Billing Period will be billed in advance and will cover a period of one ( 1) year. o " Cardholder Data" is a subset of Customer Data and generally includes a Patron' sname, billing address, credit card number, expiration date and CW code. o " Confidential Information" means any and all information disclosed by either party to the other which ismarked " confidential" or " proprietary" or which the recipient knows or has reason to know is regarded by the disclosing party as such, including information disclosed orally.
Confidential Information" does not include any information that the receiving party can demonstrate by its written records: ( a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release with the. disclosing party' s prior written authorization; or. (f) has been - disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure.
o " Customer" is a VS customer. The Customer is the individual, business entity, non- profit, military branch, or municipality contracting with us to receive Services as more specifically identified in the Services Agreement. Customer may also be referred to in the Agreement as " you," "your" or Licensee."
o " Customer Data" is the content, information or data which you, your End Users and/ or your Patrons enter into the Software associated with our Services. Customer Data may include Patron Data, among other types of data.
o " End Users" are your authorized users of the Software associated with our Services. Those licenses associated with a Customer' sconcurrent End Users will be listed in the Order Schedule. o " Execution Date" shall have the meaning as set forthin the Services Agreement. o " Fees" mean any and all fees associated, with the use of our Services, including ( but not limited to) Software Fees, Hosting Fees, Support Fees, any fees associated with our Payment Services, and/ or any fees associated with Professional Services, aswellas anyother fees or charges permitted by the Agreement. Fees may be -recurring, non - recurring, or one- time, as more specifically described in the Order Schedule. One— time fees ( hardware, training on -site, etc.) will be billed on an basis.
o " Fully Executed" means when all parties have signed the agreements. o " Hardware" means the computer equiprnent; point -of -sale terminals, orother technical hardware distributedby us or by a reseller on our behalf. Hardware may contain firmware or software. o " Hosting Fees" mean the fees associated with the hosting of Customer data on our VS -controlled servers and systems.
o " Initial Term" is the initial term for Services, as described in the Services Agreement.
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o " Intellectual Property Rights" means all patents, rights to inventions, utility models, copyrightand related rights, trademarks, service marks, trade; business and domain names, rights in trade dress or get- up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information including know- how and trade secrets) and any other intellectual property rights, in each case whetherr registered or unregistered and including all applications for and renewals or extensions of suchrights, and all similar or equivalent rights orforms of protection inany part of the world. o " Negative Accrual" occurs where the total liabilities associated with your account exceed the total available funds in the account during a given remit cycle. o " Order Schedule" means the schedule in the Agreement which itemizes and describes the Services we. are willing to provide to you and any specific fees you are agreeing to pay us for such Services.
Quotes and Annual Maintenance Invoices are considered the " order schedule." o: " Patron( s)" mean( s) the individuals who purchase your products and/ or services and who otherwise interact with the Software associated with our Services. Patrons are your customers, clients or members.
o " Patron Data" means information about Patrons entered into the Software by you, your End Users or your Patrons. Patron Data may include ( but is not limited to) personally identifiable information and/ or Cardholder Data.
o " Payment Services" means the: payment and billing -related services that we may provide to you under the Agreement. Payment Services may be described in the Order Schedule or in a separate Addendum, and your receipt of Payment Services requires that you enter into a separate Sub - merchant Agreement with us.
o " Professional Services" are any professional services provided outside of our initial unconfigured - install of the Software associated with our Services. Professional services may include consulting, custom development work, implementation, supplemental or onsite training, remote training, or projects which generally fall outside the scope of the Agreement. Unless otherwise agreed, Professional Services will be documented under a separate Statement of Work and signed by the Parties.
o " Services" mean any and all of those products and/ or services offered by us to you under the Agreement. Services may include products or services related to software, hosting, hardware, implementation, support, training and/ or payments. A specific itemization of Services can be found in the Order Schedule.
o " Services Agreement" means the contract between you and us for Services. The Services Agreement, together with any attachments, schedules or exhibits referenced therein, is broadly referred to as. the-" Agreement" between you and us.
o " Software" means our proprietary technology software and any and all associated modules, websites, third party integrationsand/ or mobile applications ( if applicable).
Software Fees" mean those fees associated with your access to and use of our. Software or any component thereof. Software Fees are charged annually unless otherwise agreed upon and as specifically described in the Order Schedule.
Splash Page" means the main landing page for WebTrac. The Splash Page will have buttons, images,' and links to other areas within WebTrac. It' s the starting page from which a customer will navigate to all other programs, available activities, classes, etc. o " Sub - Merchant Agreement" means our Sub- Merchant Application and. Agreement and Payment Service Terms and Conditions, which govern the terms and conditions under which we are willing to provide our Payment Services.
o " Support Fees" mean those fees associated with our Support Desk, which enables customer support through live channels like phone and chat. We may charge Support Fees monthly or annually or as more specifically described in the Order Schedule. o " Renewal Term" means the period which immediately follows the expiration of the Initial Term, as described in the Services Agreement.
o " Team" includes VS' s employees, officers, directors, owners, attorneys, affiliates or representatives. o " Term" means the term for Services and includes both the Initial Term and any Renewal Terms, as RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 2 Xplor Technologies - CONFIDENTIAL
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applicable.
VS" means RecTrac, LLC d/ b/ a Vermont Systems and its subsidiaries, successors and assigns. VS' s business address is 12 Market Place, Essex Junction, VT 05452. VS may also be referred to in the Agreement as " Licensor," "we," "our," "Provider," or " us." 2) ACCEPTANCE.
You accept the terms of the Agreement when you ( a) click -sign your acceptance to anonline version of the Services Agreement; (b) sign a hardcopy of the Services Agreement; and/ or (c) access the Services or otherwise accept the benefits of Services. You expressly acknowledge that the, person accepting the Agreement on your behalf has the proper legal authority to bind you as the Customer. 3) GRANT OF RIGHTS.
a) Grant of Rights by VS. Upon the Effective Date, and subject to your timely payment of Fees and remaining in compliance with the Agreement, we grant to you a limited term, worldwide, nonexclusive, non- transferrable, non -assignable license to access and use our Services, including the Software, during the Term solely for the lawful operation of your business. The licensed rights described herein shall be limited to End Users authorized by you to access and use the Software, and your Patrons who have a
legitimate right to access and use your products and/ or services. The licensed rights conferred herein do not constitute a sale and do not convey to you or any third party any right of ownership in or to our Services, including the Software, or any of our Intellectual Property Rights. Upon termination of the Agreement for any reason, any rights granted by us to you will automatically and without notice terminate. The method and means of providing the Services shall be under our exclusive control, management and supervision, although we will try to give your specific requests due consideration. Any rights not specifically granted under the Agreement are expressly reserved. b) Grant of Rights by Customer. Upon the Effective Date, and subject to our remaining in compliance with the Agreement, you grant to us a limited term, worldwide, non- exclusive license to access and use your Customer Data ( including any Patron Data, as applicable) to deliver, monitor and maintain the Services in accordance with the Agreement. Any rights not specifically granted under the Agreement are expressly reserved.
c) Excess Use. We will provide you with the number of authorized End User licenses as set forth in the Order Schedule to access and use the Software. You shall have access to functionalities in the Software that can generate reports indicating the number of authorized End Users accessing the Software at any given time. In the event that the number of concurrent End Users exceeds the number of allocated licenses described in the Order Schedule (" Excess Use"), we will notify you by email about such Excess Useand, if you do not reduce the Excess Use within 30 days of such notice, you will be required to pay for any Excess Use with additional licenses, which shall be described_ in anew invoice and which will. automatically update the Order Schedule.
d) Prohibited Use. You shall not use our Services in violation of the law, whether local, state or federal including but not limited to the CAN- SPAM Act, the Telephone Consumer Protection Act, the Do -Not - Call Implementation Act, the Americans with Disabilities Act, or any consumer protection statute); to intentionally bypass a security mechanism in the System( s); to reverse - engineer the System( s), or any component thereof, regardless of the reason why; in a way that adversely impacts the availability, reliability or stability of the System( s), or any component thereof; to intentionally transmit material using the System( s) which contains viruses, Trojan horses, worms or some other harmful computer program; to send unsolicited advertising, marketing or promotional materials, whether by email or text, without the recipient' slegally -valid consent; to commit fraud; to transmitmaterial that infringes on the intellectual property right of others; to transmit material that is harassing, discriminatory, defamatory, vulgar, pornographic, or harmful to others; or in violation of this Agreement. Violation of this Prohibited Use policy may result in immediate suspension or discontinuation of Services, or legal action, which could result in civil damages or criminal punishment. 4) TERM; TERMINATION.
a) Term.. You will be obligated to the Term as described in the Services Agreement, including any autoRecTrac, LLC All rights reserved. Last Revision: August 7, 2026 3 Xplor Technologies - CONFIDENTIAL
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renewal provisions.
b) Termination for. Cause.. Prior to expiration of the Initial Term, eitheryou or we may terminate the Agreement for cause ( a) upon 30 days written notice to the other :party .of a material breach if such breach remains uncured at the expiration of such period; (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, receivership;. liquidation or assignment for the benefit ofcreditors;. or
c) if the other party dissolves or ceases to do business in the ordinary course. If our termination of the Agreement is for cause, then you shall remain liable for any Fees covering the remainder of the Initial Term, or a Renewal Term, as applicable, after the effective date of such termination. Termination for cause will not preclude the non - breaching party from exercising any other rights or remedies permitted by law.
c) Termination for Convenience ( Without Cause). Either Party may terminate without cause after the initial term has ended and the Renewal term has begun. Should you choose to terminate once you are in a Renewal Term, povide. a 90 -day advance written notice of intent tocancel before the end of the annual maintenance cycle date; and . services . will cease per the annual maintenance date. MIDTERM CANCELLATIONS WILL NOT BE ACCEPTED.
d) Termination Notice. For termination to be considered effective, you must send your termination notice via email to AccountsReceivablePvermontsystems. comor by writing to:
Vermont Systems at 12 Market Place, Essex Junction, VT 05452.
WE WILL NOT ACCEPT TERMINATION NOTICES OR REQUEST VIA PHONE CALL OR PHONE MESSAGES. ALL TERMINATION NOTICES MUST BE IN WRITING.
5) FEES; PAYMENT TERMS.
a) Payment of Fees. You agree to pay us all Fees permitted by the Agreement. Fees -for specific Services are described in the Order Schedule and will bebilled annually, or as you and we may decide. All Fees are based on Services provided, not on your actual usage. Except as permitted by the. Agreement, all Fees paid are non- refundable.
b) Fee Commencement. Upon the contract' s execution, the initial invoice for the software subscription and hosting will be issued, and payment will be due. Contracts are considered fully executed when both parties have signed.
c) Due Date; Late Fees; Interest. Payment is due within 30 days from the date you receive our invoice ( the Due Date"), then we maycharge youa late fee up. to 5% of the total invoice. All payments are due in U. S.. dollars. Unpaid balances owed to us will accrue interest at the rate of 1.5% per month. d) Error Reporting. Please report any errors that you .see . on an invoice immediately. If you do not dispute a charge within 30 days after receiving it, you will .be -considered to have accepted the charge. Invoices are sent to the contact person on file. YOU. ARE RESPONSIBLE FOR KEEPING ALL CONTACT INFORMATION CURRENT..
e) .COLT Increase. After. the: FIRST TWELVE ( 12) MONTHS of theinitialTerm, all Fees shall be subject to a cost of living and technology (" COLT") enhancement increase not to exceed five percent ( 5%) . VS reserves the right to apply the COLT enhancement to any fees after the FIRST TWELVE ( 12) MONTHS of the -initial term AND at the start of each Renewal Term, in its sole and absolute discretion. f) Breach for Non -Payment of Fees. Payment not made within 30 days of the Due Date will result in a breach of the Agreement and you will have twenty ( 20) days to cure. If payment is not received by the 51st day after the Due Date, we may suspend Services until all past due Fees are paid. If the account remains unpaid after sixty ( 60) days, you will be in default and the account will be deemed seriously delinquent. Upon default, all payments otherwise due to us under the Agreement will be accelerated and will be considered due and payable by you immediately, as of the date of default. We shall have no obligation to release any of your Customer Data until: all. outstanding Fees are paid in full. WE RESERVE THE RIGHT TO TAKE LEGAL ACTION ON ALL SERIOUSLY DELINQUENT ACCOUNTS. g) Taxes. (Not applicableto tax- exempt Organizations). We have no obligation to pay your taxes under any circumstances. Taxes may include value- added tax (VAT), a goods and service tax (GST), a sales tax, or use or withholding taxes assessed by a local, state, federal, provincial or foreign government entity collectively, " Taxes"). Please make sure that you have taken appropriate steps to pay your Taxes. h) We are obligated to comply with all: valid tax liens or levies associated with your business. If we must RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 4 Xplor Technologies - CONFIDENTIAL
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pay Taxes on your behalf, you agree to reimburse us for any such payments within 30 days from your receipt of a special tax -related invoice:
6) MODIFICATIONS.
a) Changing the Order Schedule. You may add or remove Services during the. Trrn at any time, provided that we agree to such changes. We reserve the right to change our fees and/ or introduce new charges after the initial term, withat least 30 days' prior notice to you, which notice may be provided by email.
We, will document any Service changes in an updatedinvoice which we will send to you for review. If you disagree with the Service change, as reflected in the invoice, please notify us immediately. If you pay the updated invoice, accept the benefits of any added Services, -or fail to object to the updated invoice within 30 days after you receive it, we will consider you to have accepted the changes, which will be considered a validmodificationof any Order Schedule then in place ( which will, in turn, update the Agreement automatically).
b) Other Changes to the Agreement. Except as otherwise described in this Section, no modification of the Agreement will be binding unless in writing and manuallysignedby an authorized representative of: the parties.
7) CUSTOMER DATA.
a) . Customer Data Generally. You represent and warrantthat you own or have appropriate rights to all of your Customer Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights to use of all Customer Data including Patron Data, as applicable). Exceptas specifically provided for in the Agreement, we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of your Customer Data. .
b) Open Database Connectivity ( ODBC): VS will support establishing an ODBC connection in environments where allowed ( such as VS Premium Cloud Hosting). The database schema canbe printed running the RecTrac Dictionary Listing" report from within the RecTrac application. Current entity relationship diagrams are also available ( can be accessed via VS FTP site). No other ODBC support services will be provided by VS, such as, but not limited to, development assistance and development troubleshooting. c) Hosting Waiver Hosting of Customer Data on VS -controlled servers and systems comes standard with all new Agreements or bundled pricing. IF CUSTOMER DOES NOT SELECT VS' s HOSTING SERVICES; AND INSTEAD CHOOSE TO HOST CUSTOMER . DATA ON ITS OWN SYSTEMS AND SERVICES THEY DO SO AT THEIR OWN RISK. WE MAKE NO WARRANTIES AND DISCLAIM ALL LIABILITY ASSOCIATED WITH SUCH.
CUSTOMER DATA OR CUSTOMER' S OWN HOSTING ACTIVITIES, INCLUDING ( BUT NOT LIMITED TO) INCIDENTS: RESULTING IN DATA BREACH, MISAPPROPRIATION OF CUSTOMER DATA, VIOLATIONS. OF PRIVACY RIGHTS; AND/ ORANY OTHER SITUATION RESULTING. IN DAMAGES OR. MONETARY LOSS ARISING- OUT OF OR RELATING TO THE HOSTING . OR STORAGE OF CUSTOMER DATA. BY HOSTING YOUR OWN SYSTEMS, YOU ARE AGREEING TO THIS WAIVER.
8) SPLASH PAGE: Except for the template we provide, We disclaim all liability with respect to the WebTrac splash page including ( but not limited to) compliance with Section 508 of the Rehabilitation Act of 1973, as amended ( 29 U. S. C. § 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1194, the Americans with Disabilities Act, or any other applicable federal or state laws or regulations relating to accessibility for persons with disabilities. 9) HARDWARE.. We shall have no obligation to provide. youwith the. Hardware necessary to access our Services or use our Software. Any Hardware used must comply with our minimum system requirements. If we choose to provide you with Hardware, a description of such Hardware and pricing will be described in your Order Schedule. In the absence of specified pricing, we may provide you with Hardware at our then - current market rates. Full payment for Hardware and anyrelated third - party software is due following delivery. The verification process must be completed so that all payments can be made within 30 days of delivery. Any VS - supplied Hardware will include warranties from the manufacturer or distributor, as applicable, for a specific period. We offer no warranties on Hardware.
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10) INSTALLATION; TRAINING. We will provide an initial unconfigured install of the Software, as part of the Fees you pay for Services. Subsequent installations or software configuration: will be subject toadditional charges on a " time and materials" basis at our standard rates; Based upon a mutually agreed implementation plan, we will provide training and setup services at our standard rates (plus expenses - if any are incurred).
Implementation and Training may be performed remotely or on - site. For on -site training, you will be responsible for all VS expenses associated with travel, lodging, meals and other necessary expenses associated to the project. If scheduled training is cancelled with less than three (3) weeks' notice, you will be responsible for any travel expense losses, plus an additional rescheduling/ cancellation fee of 10% of the price per scheduled block of time/ minimum $ 125. 00. On - site and/ orremote training booked over a weekend, after normal business hours, or on holidays may be subject to additional charges. 11) CUSTOMER SUPPORT.
a) All Customers in good standing will receive online support and access to a VS support documentation library. Online support includes access to an online knowledge database, support videos accessible through the VS website, e - learning content and the ability to participate at no additional cost in periodic live webinars offered from time to time by VS. See the Service Level Agreement (Support) for more details. -
b) Customer Support Not Provided. We -do not provide the following customer support services as part of the Agreement: (a) Usage of after- hours emergency support, 8 pm ET to 8am ET, Monday through Friday, and Saturday, Sunday and holidays, 24 hours, 7days a week; (b) travel and out -of- pocket expenses for installation and on -site training services; (c) telephone support related to computer hardware, operating systems, networking, reinstallation and configuration of application software including VIC), point -of -sale hardware, and access control hardware; (d) telephone support and/ or training as a substitute for on - site training or classroom training; (e) VS application software WAN access configuration; ( f) customized discovery, custom programming, development, and maintenance; g) interfaces to export or import data from or to other application software databases; and. (h) extended dedicated support to implement or change certain functions, such as switching from cash to accrual accounting - or customizing WebTrac splash page; (i) performing periodic VS software updates if database is on -premises; (j) purchase installation or configuration. of SSL certificates for on- premises configurations; and -( k) dataentry or database management. VS may provide some of these Services under a separateengagement, the terms ofwhich should be agreed upon and documented Ina signed Statement. of Work.
c) Remote Access Authorization. We will provide you with ongoing support for the proper functioning of our Services, including the Software, which we may provide or make available through remote access to your technology systems. Remote Access will be made available if needed upon request. By using our Services, or accessing our Software, you expressly authorize us to access your technology systems remotely, if needed, for the limited purpose of providing you with any support relevant to our Services.
You shall be solely liability for the cost, interoperability, proper functioning, and security of any remote access facilities or methods used by you, .and we shall not be deemed to be in violation of our obligations to you, nor in breach of the Agreement . as the result of our inability to remotely access your technology systems. We agree to use commercially reasonable efforts to comply with any of your published security -related protocols when remotely accessing your technology systems. 12) PAYMENT SERVICES.. For Customers including payment services, the Payment Onboarding documents will include: PayTrac Service Agreement, Terms and Conditions, Schedule A, and the Sub - Merchant Application/ Agreement (SMAA). These documents will be included and made part of this Agreement. 13) PROFESSIONAL SERVICES. We reserve the right to provide you with an estimate of fees for Professional Services based on the approximate number of hours we think will be reasonably required to complete an RecTrac, LLC All rights' reserved. Last Revision: August 7, 2026 6 Xplor Technologies. - CONFIDENTIAL
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engagement, multiplied by a fixed hourly rate. We will invoice you separately for cost overruns. To help you track and - plan for any cost overruns, we will track our actual Professional Servicehours and, upon written request, provide you with a weekly time report. Any specific details of an engagement for Professional Services should be described in a Statement of Work and signed by the parties. Any fees for Professional Services will be considered part of the Fees owed under the Agreement. 14) CUSTOM DEVELOPMENT. While we welcome any. suggestions or comments you might have about how we can improve our products and services, we do not custom develop our Services ( including the Software) to suit the business needs of any particular client. If there is a feature or functionality that you would like to see added to our Services, and you would like the project completed on a certain timeline, you can make a custom development request and, based on our staffing and other considerations, we will scope the project and provide you with a written quote. Custom development work will be considered a separate engagement for Professional Services and will be billed outside of the Agreement. Custom development work shall not be considered work -for -hire. We will own and control any product outcome of the engagement and we - reserve the right to incorporate any new feature or functionality into our larger product or service offerings.
15) OWNERSHIP RIGHTS.
a) What Belongs to VS. We reserve all title and interest to our Intellectual Property Rights. We alone own our Intellectual Property Rights, inadditionto any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any otherparty relating to our Services. In addition, we retainall rights, title and interest in and to our Software and any splash page designs that we. may create and/ or maintain on your behalfand license to you. The Vermont SystemsTM, VSTM and VS Payments"' names and logos are registered trademarks of Vermont Systems and no right or license is granted to use them without our express written permission. b) What Belongs to Customer. With the exception of Patron Data. (which remains the property of Individual Patrons), you reserve all rights, title and interest to your Customer Data. You own all rights, title and interest to Customer. trademarks, service marks and other intellectual property. We reserve the right to withhold, remove and/ or discard your Customer Data without notice for -any breach, including without limitation, your non- payment of Fees
16) CONFIDENTIALITY.. Aparty (the " Receiving Party") shall not disclose the disclosing party' s (the " Disclosing Party") Confidential Informationtoany person or entity, except to the Receiving Party' s employees who have a need to know the Confidential_ Information for the Receiving. Party to exercise its rights or perform its obligations under the Agreement. Notwithstanding the foregoing, each party may disclose Confidential Informationto the limitedextent required ( i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party' srights under this Agreement, including to make required court filings.
a) Each Party' s obligations of nondisclosure with regard to Confidential Information are effective as of the Execution Date and will expire one year after the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret ( as determined under applicable law), such obligations of non -disclosure will survive the,ermination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 17) PROTECTION OF EDUCATIONAL INFORMATION. We understand and acknowledge that in the performance of our. Services, we may: have access to private and confidential inforrnation regarding students, parents, guardians, faculty, donors, employees, staff, alumni ( collectively, " Educational Information") that may be coveredby the federal Family Educational Rights and Privacy Act ("FERPA'), or similar state laws. We will not disclose, copy, or modify any Educational Information without your prior written consent, or unless otherwise required by law. We will notify you if we become aware of a possible unauthorized disclosure or use of Educational Information.
18) CLIENT RESPONSIBILITY. You shall be -responsible for all liabilities arising out of your acts and omissions RecTrac, LLC All rights reserved. Last Revision:, August 7; 2026 7 Xplor Technologies - CONFIDENTIAL
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including any use of Vermont System' sSoftware, products, and Hosting Services. 19) INDEMNIFICATION. VS will indemnify, defend, and hold harmless Customerfrom claims for, bodily injury, death, damage to property, violation . of confidentiality of Customer' sconfidential data or a breach ( as defined by applicable law), all to the extent caused by VS' s negligence or willful misconduct or VS' s violation of law applicable under this Agreement. Customer must notify VS promptly in writing of any claim and give VS sole control over defense or settlement, provided that VS willnot agree to any settlement that requires the. Customer to admit fault or pay costs or damages without the Customer' sprior written approval. Customer agrees to provide VS with reasonable assistance, cooperation, andinformation in defending the claim at our expense.
20) INSURANCE. VS shall maintain, at its own cost and expense, Cyber Liability Insurance with limits not less than $ 1, 000,00 per claim and in the. aggregate. Coverage shall be: sufficiently broad to respond to the duties and obligations as is undertaken by VS in this agreement. VS agrees that it shall provide Customer policy documents upon Customer' srequest.
21) WARRANTIES; DISCLAIMERS..
a) Limited Software Warranty. Provider warrants that, during the applicable Subscription Term, and when used by Customer in accordance with this Agreement and applicable Software documentation, the Software will materially conform to the descriptions provided by Provider. Customer must notify Provider in writing of any alleged breach of this warranty within thirty ( 30) days after Customer discovers the alleged nonconformity and must provide reasonable information and cooperation to permitProviderto evaluate and address the issue. Provider will have thirty ( 30) days from receipt of notice to correct or otherwise cure the nonconformity. Customer' ssole and exclusive remedy, and Provider' sentire liability, for breach of this. warranty, is, at Provider' soption, to: (a) use commercially reasonable efforts to correct the nonconformity; or; (b) if Provider determines that correction is not commercially reasonable, terminate the. affected Subscription and refund any prepaid, unused Subscription Fees for the affected portion of the Software.
This warranty does not apply to nonconformities resulting from:
I) misuse, negligence,: or unauthorized modification by Customer or its Authorized. Users;. ii) use of the Software other than as expressly permitted under this Agreement; III) Customer' ssystems, networks, data, or third -party products or services not provided by Provider; or Iv) Provider' scompliance with Customer -provided specifications, configurations, or instructions. b) No Malicious Code Warranty _ Provider warrants that it will use commercially reasonable efforts designed to ensure that the Software, when initially provided by Provider for use in the hosted service environment ( or, if applicable, as delivered. to Customer), doesnot contain any virus; worm, trojan horse, ransomware, or other malicious code intended to materially damage, disable, or disrupt Customer' s systems or data. Customer must notify Provider in writing of any alleged breach of this warranty within thirty (30) days after Customer discovers the malicious code. Upon receipt of such notice, Provider will use commercially reasonable efforts to remediate the malicious code. If Provider is unable to remediate the - malicious code within a reasonable period, Customer may terminate the affected Subscription and Provider will refund any prepaid, unused Subscription Fees forthe affected portion of the Software. The remedies set forth in this Section are Customer' ssole and exclusive remedies for breach of this warranty. c) Professional Services Warranty. Provider warrants that any Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, using personnel with appropriate skills and experience. Customer must notify Provider in writing of any alleged breach of this warranty within thirty (30) days followingcompletion of the applicable Professional Services.
Customer' ssole and- exclusive remedy, and Provider' s entire liability, for breach of this warranty is, at Provider' s
option, to re -perform the nonconforming Professional Services or, if re - performance is not commercially reasonable, refund the fees paid for the nonconforming portion of the Professional Services. d) Exclusive Remedies; Relationship to Limitation of Liability. Thewarranties expressly stated in this Section are the only warranties provided. by Provider under this Agreement. The remedies set forth in this Section constitute Customer' ssole and -exclusive remedies for breach of such warranties, subject to the Limitation of. Liability section and applicable law.
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e) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM. EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SERVICES, DOCUMENTATION, AND ALL RELATED DELIVERABLES ARE: PROVIDED " AS IS" AND " AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, . FITNESS : FOR A PARTICULAR PURPOSE, TITLE, AND NON - INFRINGEMENT, AND ANY. WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
PROVIDER DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR - FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF A SERVICE LEVEL AGREEMENT APPLIES, SERVICE
CREDITS ( IF ANY) ARE CUSTOMER' SSOLE AND EXCLUSIVE REMEDY FOR FAILURE TO MEET THE APPLICABLE SERVICE LEVELS.
20) LIMITATIONS OF LIABILITY.
a) Exclusive Remedies; Order of Remedies. Except for claims expressly carved out in this Section and remedies. expressly provided in this Agreement ( including the warranty remedies set forth in the Warranties; Disclaimers section and -any service credits provided under an applicable Service Level Agreement), Customer' ssole and exclusive remedies for any claim arising out of or relating to this Agreement are limited to those express remedies. The Parties agree that: (i) service credits ( if any) are the exclusive remedy for failure to meet applicable service levels; and ( ii). the warranty remedies are the exclusive remedies for breach of the express warranties, in each case subject to the carve -outs and limitations set forth in this Section and applicable law. For clarity, any carve -out in this Section affects only the applicability of the limitations or exclusions stated herein and does not create any additional remedies beyond those expressly set forth in this Agreement. b) Excluded Damage. To the maximum extent permitted by applicable law, and except as expressly provided below, in no event shall Provider be liable for any indirect, incidental, consequential, special, or punitive damages, Including lost revenue, lost profits, loss of use, interruption of operations, or costs of substitute products or services, regardless of the theoryof liability and even if advised of the possibility of such damages.
This exclusion does not apply, to damages. awarded in connection with: (i)Provider' s breach of its confidentiality obligations; or (ii) Provider' s breach of its datasecurity or privacy obligations, ineach case to the extent such'. obligations are expressly set forth in this Agreement.
c) Liability Cap. Except for claims that cannot be limited under applicable law, Provider' stotal cumulative liability arising out of or relating to this Agreement shall not exceed the total fees actually paid by Customer to Provider under the applicable Order or Subscription during the twelve ( 12) months immediately preceding the event giving rise to the claim. The foregoing cap will not apply to Provider' s breach of confidentiality obligations or Provider' sbreach of data security or privacy obligations, in each case as ex pressly set forth in this Agreement. For all claims subject to this cap, the cap applies in the aggregate for all claims and causes of action of every kind. d) Material Basis. The limitations set forth in this Section area material basis of the Parties' agreement and reflect the allocation of risk agreed by the Parties. These limitations apply notwithstanding the failure of any exclusive remedy and regardless of the form of action. Multiple claims will• not enlarge any limitation or cap. e) Savings Clause. Nothing in this Agreement limits either Party' sresponsibility for its own gross negligence or willful misconduct to the extent prohibited by applicable law. 21) THIRD -PARTY CLAIMS; ALLOCATION OF RESPONSIBILITY This Section applies solely to third - party claims, demands, actions, or proceedings brought by a person or entity that is not a party .to this Agreement (" Third - Party Claim").
a) Mutual Responsibility for Covered Third - Party Claims. Each Party (" Responsible Party") willbe responsible for amounts awarded in a final, non -appealable judgment, or amounts agreed in a settlement` approved in writing by the Responsible_ Party, to the extent a Third -Party Claim arises from: (i) the Responsible Party' s breach of this Agreement; (ii) the Responsible. Party' sviolation of applicable law; or ( iii) the Responsible Party' s gross negligence or willful misconduct.
b) Intellectual Property. For Third -Party Claims alleging infringement of U. S. patents, U. S. copyrights, or U. S. trademarks, Provider' sresponsibility under this Section applies only to claims alleging that the unmodified Software, as provided by Provider and used by Customer in accordance with this Agreement, infringes such rights. Responsibility under this Section is limited to the judgment or approved settlement amount and any court -awarded costs and attorneys' fees awarded against the non - Responsible Party in the applicable Third - Party RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 9 Xplor Technologies - CONFIDENTIAL.
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Claim. .
c) Exclusions. A Party will have no responsibility under this Section to the extent a Third - Party Claim arises from:
i) the other Party' s
misuse of the Software or use outside the scope of this Agreement; ( ii) modifications not made by the Responsible Party; (iii) the combinationof the Software with items not provided by. Provider, ifthe claim would not: have arisen but for such combination; ( iv) Customer -provided specifications, configurations, materials, or data; or (v) actions or omissions of a third party outside the Responsible Party' sreasonable control. d) Notice; Cooperation; Control.. The. Party seeking protection under this Section must promptly notify the other Party in writing of .the Third -Party Claim and provide reasonable cooperation and information. The Responsible Party will control the response and any settlement of the Third - Party Claim, provided that no settlement may: (i) admit fault on behalf of the non - Responsible Party; or ( ii) imposeany obligation onthe non -Responsible Party, without the non -Responsible Party' s prior written consent.. The non -Responsible Party may participate in the Third -Party Claim at its own expense.
e) Mitigation ( Software - Related Claims Only). if the Software becomes, orin Provider' s; reasonable opinion is likely to become, the subjectof a Third - Party Claim described in this Section, Provider may, at its option: ( i) obtain the right for Customer to continue using the Software; (ii). modifyor replace the Software to make it -noninfringing while providing materially equivalent functionality; or (iii) terminate the affected Subscription and refund any prepaid, unused Subscription Fees for the affected portion. f) Exclusive Remedy; Gross Negligence and Willful Misconduct; Limitation of Liability. This Section states each Party' ssole and exclusive remedy for Third - Party Claims covered by this Section. Nothing in this Agreement limits either Party' sresponsibility for its own gross negligence or willful misconduct to the extent such limitation is prohibited by applicable law. This Section is subject to the Limitation of Liability section, to the maximum . extent permitted by applicable law.
22) DISPUTE RESOLUTION. Many concerns can be resolved by calling us at (877)83- 8757. If a dispute cannot be resolved informally, this Dispute. Resolution provision explains how claims ( whether by you against us, or by us against you) will be resolved.
a) Definition. " Claim means . any current or future claim, dispute or controversy relating in any way to our Agreement. Claim includes ( i) initialclaims, counterclaims, cross - claims and third - party claims; (ii) claims based upon contract, tort, fraud, statute, regulation, common law and equity;. and ( iii) claims by or against any third party using or providing any product, service or benefit in connection with our Agreement or the Software. b) Claim Notice, Before beginning a lawsuit, mediation, or arbitration, you and we agree to send a notice ( a Claim Notice") to each party against whom a Claim is. asserted. The. Claim Notice will give you and us a chance to resolve our dispute informally or in mediation: The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must besent to Vermont Systems, ATTN: Legal, 12 Market Place, Essex Junction, VT 05452. c) Mediation or Arbitration. Mediation or Arbitration saves disputing parties and organizations millions of dollars every year by reducing litigation and court costs. These methods of alternative disputeresolution can also save business relationships. The Party with the claim should first send a Claim_ Notice to the receiving party and allow at least 30 days to cure before initiating Mediation or Arbitration. The Mediation or Arbitration administrative details will be mutually agreed upon by both Parties. Each Party will be responsible for its own costs. 23) CONTACT/ NOTICES/ GOVERNING LAW.
a) Point of Contact. The VS Point of Contact for general questions regarding software and services is the Sales Executive listed here:
VS Sales Executive name: Joshua Karson
Business Phone: 802- 276- 5604
Email: • • . joshuak@vermontsystems. com
b). The Customer' sprimary Point of Contact: is:
Customer' sname and Title:
Business Phone:
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Email:
Address for Notifications:
IT IS THE CUSTOMER' S RESPONSIBILITY TO KEEP THEIR CONTACT INFORMATION UPDATED! c) Notices. Notices for Vermont Systems should be sent to:
RecTrac, LLC d/ b/ a Vermont Systems
12 Market Place
Essex Junction, VT 05452
legal@vermontsystems. com
ALL LEGAL NOTICES, CLAIMS, or COURT DOCUMENTS should be sent via certified mail or delivered in person by a registered courier.
d) Choice. of Law. This Agreement will be governed by and construed in accordance with the local, municipal, provincial, state, and federal laws where the Customer is located, without regard to conflicts of law principles.
The U. N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Vermont Systems from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 24) GENERAL PROVISIONS.
a) Privacy Rights. You are required to comply with our Privacy Statement, which may be revised from time to time, and which is expressly incorporated into the Agreement. b) Minimum System Requirements / Interoperability. It is your responsibility to ensure your computer systems, Internet connections, IT infrastructure, peripherals, systems, servers, mobile devices and/ or workstations comply with the minimum system requirements necessary to receive our Services. We shall not be responsible for any internet speed or connectivity issues at your location, or other problems related to your technology equipment, including third - party internet service oryour IT infrastructure. You shall be required to comply with our technical specifications.
c) Reference. You agree that, within 30 days of the Effective Date, we may issue a new business press release about our business association and post your logo and a brief description of your business on our website. d) Independent Contractor Relationship. Our legal relationship with you is that of an independent contractor.
The Agreement does not form a partnership, franchise, joint venture, employment, agency and/ orfiduciary relationship between you and us.
e) Non -Discrimination Endorsement. We shall not discriminate in our employment practices and will render all Services under the Agreement without regard to race, color, religion, sex, sexual orientation, age, national origin, veteran' sstatus, political affiliation, or disabilities. Specifically, we willabide by the requirements of Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972, the Vietnam Era Veteran' sReadjustment Assistance Act of 1974; Title IX of the Education Amendments of 1972, and the Fair Housing Act of 1968, as amended. f) Export- Controls. The Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States government' sdenied- party list. Additionally, you shall not permit End Users to access or use the Subscription Services while located in a United States embargoed country ( currently Cuba, Iran, North Korea, Sudan, Syria or Crimea), or in violation of any United States export law or regulation. g) Anti -Bribery. You agree that neither your employees, agents or representatives have received or been offered any illegal or improper bribe, kickback, gift, or thing of value from us, or any member of our Team, in connection with the Agreement. If you learn of any violation of the above restrictions, . you agree to promptly notify us.
h) Legal Advice. All Professional Services and other information provided to you in the normal course of our business relationship should be considered for informational purposes only and is not to be taken as legal advice. You are advised to speak with your own independent counsel about all matters of a legal nature.
i) Waiver; Cumulative Remedies. No failure or delay by either party in exercising any rights under the RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 11 Xplor Technologies - CONFIDENTIAL
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Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided in the Agreement are in addition to, and not exclusive, of any other remedies of. a party at law, or in equity.
j) Assignment. Neither party may assign any. of its rights: or obligations hereunder, whether: byoperation of law or otherwise, without the prior writtenconsent of the other party ( not to be unreasonably. withheld):
Notwithstanding the foregoing, we may assign this Agreement in whole or in part, to an affiliate or to: a successor or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our business or assets related to the Services, provided that ( i) We remain responsible for performances of the Services and.ll obligations under this Agreement, and ( ii) such assignment does not materially reduce the level or quality of Services to the Customer. We will provide the Customer with written notice of any such assignment. -
k) Force Majeure. Neither Party shall not be in default under any provision of the Agreement or be liable for any delay, failure of performance, or interruption in Services ( including the Software) resulting, directly_ or indirectly, from causes beyond our reasonable control, including but not limited to any of the following:
earthquake, lightning or other acts of God; fire or explosion; electrical faults; vandalism; cable cut; water; hurricanes; fire; flooding; severe weather conditions; actions of governmental or military authorities; nationalemergency; insurrection, riots or war; terrorism or civil disturbance; strikes, lock -outs, work stoppages or other labor difficulties; supplier failure; shortage; or telecommunication or other internet provider failure. The affected Party will provide the other Party with prompt written notice describing the Force Majeure event and its expected duration. This does not excuse any payment obligations due under this Agreement.
I) Survivability. Even if you terminate the Agreement with us, the following sections of the Agreement will still apply: Terms of Service Section ( Hosting Obligations); ( Confidentiality);( Protection of Educational Information); Limited Warranties); (Limitations of Liabilities); ( Client Responsibilities); ( Dispute Resolution); Notice; Governing Law; Jurisdiction); (Legal Advice);( Force Majeure); and ( Entire Agreement; Priority of Documents).
m) Severability. The invalidity or unenforceability of any provision of the Agreement will not affect the validity or enforceability of the other provisions of the Agreement, which provisions will remain in full force and effect. If any provision of: this Agreement shall be deemed unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination will alter such provisions so that it is enforced and will enforce it in its altered form for all purposes contemplated by the Agreement.
n) Headings. The bolded headings contained in the Agreement are for convenience ofreference only, shall not be deemed to be a. part of the Agreement and shall not be referred to in connection with the construction or interpretation of the Agreement.
o) Construction. For purposes of the Agreement, wherever the context requires, the singular shall include the plural,. and vice versa; the masculine gender shall include the feminine and neuter gender, and vice versa; and " and" shall include. "or," and vice versa. Any rule of construction to the effect that ambiguities are to be resolved against the draftingpartyy shall not be applied in the construction or interpretation of the Agreement. -
p) Entire Agreement; Priority of Documents. The Agreement ( including these Terms of Service) and any additional terms or Addenda, as applicable, make up the entire Agreement and supersede all prior agreements, representations, and understandings: The terms of this Agreement apply to all ' Add - On' features. All additional terms and/ or _Addenda will be considered incorporated into the Agreement when you agree to them. -If there is an actual conflict or direct inconsistency between any of the attachments, schedules or exhibits referenced in the Services Agreement, then the following shall be the prioritization of documents that should be deemed to control and govern: first, any later -signed Addenda or Statement of Work (as applicable); then the Services Agreement; then the Service Level Agreement ( as applicable); then the Terms of Service; then the Privacy Policy. -
q) Electronic Signature. The Agreement may be executed in any number of counterparts, each of which when executed shall be deemedan original, but such counterparts together shall constituteone and the same instrument. Delivery of executed counterparts by email, PDF, or other electronic delivery method shall be effective . as -delivery. Electronic signatures, including any click -sign process, will be deemed as original. r) Consent to Do Business Electronically. By signing the Services Agreement, you consent to do business RecTrac, LLC All rights reserved. Last Revision: August. 7, 2026 12 Xplor Technologies - CONFIDENTIAL
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electronically, whichmeans that you agree that all VS agreements and policies, including amendments thereto and documents referenced therein, as well as any notices, instructions, or any other. communications regarding transactions and ;your agreements with VS may be presented, delivered, stored, retrieved, and transmitted electronically. You must keep us informed of any change in your electronic or mailingaddressor other contact information. Your electronic signature, including, without limitation clicking Agree and Continue" or " I Accept" or an action of similar meaning or significance, shall be the legal equivalent of your manual signature. You may withdraw your consent to doing business electronically at any time by contacting us and withdrawing your consent. However, any communications or transactions between us before your withdrawal of such consent, will be valid and binding. 25) HOSTING SERVICES
a) Hosting Services are reflected in the Order Schedule. The Customer either has Standard Hosting, and the VS Standard Hosting Service Level Agreement ( SLA) is here: VS Standard Hosting Service SLA ortheyhave Premium Hosting Service and the VS Premium Hosting Service Level Agreement (SLA) can be .found here: VS Premium Hosting Service SLA. Hosting SLAs may be revised from time to time and are incorporated into and made part of this agreement.
b) Hosting Obligations. We make the following limited representations -and warranties with respect to our Hosting Services: we will, at all times during the Term of the Agreement: (i) maintain a comprehensivedata security program which includes reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Customer Data ( including Patron Data, as applicable) which measures will be no less rigorous than the accepted security standards for similarly situated companies in the industry; and ( ii) provide our Hosting Services in a good and workmanlike manner.. ALL PAYMENT TERMS, PROHIBITED USES; OWNERSHIP RIGHTS, AND ALL OTHER LIMITED WARRANTIES, LISTED IN THIS AGREEMENT, APPLY TO HOSTED CUSTOMERS. The Customer must remain. compliant with terms and conditions of this agreement for warranties to be applicable. The limited representations and warranties described herein shall be subject to any other limitations of liability described by the Agreement.
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SERVICE LEVEL AGREEMENT ( SUPPORT)
At Vermont. Systems, we highly value our customers andare dedicated to delivering .top- quality support servicesto ensure the seamless Operation of your software systems. Our Service Level Agreement (SLA) defines the level of support you can anticipate from us, specifying our response times, issue resolution procedures, and overall support. quality. With our proficientteam of software professionals and unwavering commitment to customer satisfaction, you can rely on us to meet all your software: support requirements with competence. Terms not specificallydescribed inthis Service Level Agreement for Support ( ' Support SLA") shall' hy. ethe meanings asset forth: in' Section 1 of the Terms Of Service or elsewhere in the Agreement.
1) ELIGIBILITY. To be eligible for the Support SLA, Customers must be current in their payment of Fees to Vermont Systems and must remain compliant with the terms and conditions of the Agreement. 2) CASE PRIORITIES. To provide high -quality. support and to effectively assign resources to incoming cases; the following four types ofcasepriorities have been identified:.
Priority 1 Critical
Critical business impact occurs on a production system preventing business operations... End. Users and Patrons are prevented from working within . the Software with no workarounds: Example nclude: Software crashes or goes off- line; functionality critical to business operation not available; data breach or loss. of Customer .Data.
Priority 2 Major
Gu
Significant business mpact occurs on a production system severely impacting business operation. End Users and Patrons are impacted by the issue but. may still be ablel to ' work in ' a limited capacity within the Software. Examples include significant performance degradation; , functionalities important to business operation not available; loss of Software functionality has an escalating impact on business operations.
Priority 3 . Medium .
Minor business impact occurs on a production system that causes a partial or non -critical loss of functionality in the. Software. A limited number of End Users and/ or Patrons. are affected.
Priority 4 Low j
Issues occurring on a non -production system in thea Software. Examples include: a question ' comment, or enhancement.
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1) RESPONSE TIMES. VS will respond and escalate support issues in accordance with the table below. All days referenced below are business days.'
Escalation Stage . .
Priority.3 Priority 4
within), ( within).
24 hours 48 hours
VS will escalatewithin the operations, team.. Operations, wll engage development resources as needed. Notification will be made to Operations leadership for issue awareness.
Communication cadence on specific cases will be as agreed upon by the case contact( s) and Vermont Systems on a case= by- case basis. 2) CUSTOMER REPORTING CHANNELS; PROCESS. Support Desk Customers experiencing support issues must reportcustomersupport concerns through VS' s. established support channels; including:
a) Customer Support Portal:. accessed by going to: support. vermontsystems. com available ( 24/ 7) b) Chat Support: available through the support portal Monday through Friday; 8 AM— 5 PM d)
c) Email:
Customer
support@vermontsystems: com
support line: 877-83- 87. 57; leave voicemail, (monitored during business hours only). 8AM - 8PM eastern time, Monday - Friday.
After -Hours Emergency Support: Leavevoicemail at 802= 490- 1911 — receive VS Support response within 15 minutes: ( AFTER. HOURS EMERGENCY. SUPPORT FEES APPLY) All issues or questions reportedto support are tracked with a support case that contains at a minimum the Customer account name,: contact person, software product andversion; module and/ or menu selection, detailed description of the issue, and any other pertinent. information. Case statuses are -viewable on the VS support portal: Each case is stored in a queue and the first available support representative will be assigned to thenext case issue based on priority. While reviewing the case issue, the assigned support person will contact the Customer, if additional information is n eeded.
The VS support person will either resolve the issue or advise Customer regarding the status and the course of action being taken to resolve it. All correspondence and actions associated with a case are tracked in the support database. If the Issue needsto be escalated to a development resource,. Customer will be informed. While issues escalated to development will be scheduled' for resolution, they may not be resolved immediately depending onthe nature and complexity of the issue. Customer may view the development status at any time. 3) Open Database Connectivity ( ODBC): VS will support establishing an ODBC connection in environments where allowed ( such as VS Premium Cloud Hosting). The database schema can be printed running the " RecTrac Dictionary Listing" report from within the RecTrac application. Current entity relationship diagrams are also available ( can be accessed via VS FTP site). No other ODBC support services will be provided by VS, such as but not limited to development assistance and development troubleshooting. 4) Data Breach/ Loss of Data: VS takes safeguarding your data very seriously. Please refer to the VS Terms and Conditions for claims related to a data breach or loss of data.
XplorTechnologies CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 xplor
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PAYTRAC PAYMENT: SERVICES ADDENDUM
This PayTrac Payment Services Addendum (" Addendum") between RecTrac, LLC d/ b/ a Vermont Systems VS," " Licensor," "we," "our," "Provider", or " us") and City of Lathrop: CA (" Customer", " Licensee," You" or " Your") is intended to be included and made part of the Services Agreement, inclusive of all relevant attachments, schedules, exhibits and/ or Addenda ( collectively, " Agreement") previously or simultaneously executed between the Parties by adding to the Agreement the terms and conditions listed. below.
1) . TERM. The term of this Addendum will commence on the date executed bythe. Customer and will run coterminous. with . the.‘ primary Vermont Systems Serviced Agreement_ ( date of related Agreement jfapplicable).
2) PAYMENT- SERVICES. Customer is adding VS PayTrac Payment Services to the suite• of products and services it is receiving from; VS ( as reflected in the Order Schedule) at the rates described in the attached Schedule A. VS will: provide Customer with Payment Services pursuant to a separately executed Sub - Merchant Agreement, inclusive of Customer' s Sub - Merchant Application/ Agreement ("SMAA") and VS' s Terms of Service and PayTrac Payment Service Terms & Conditions, each of which shall be incorporated by reference into the Agreement.
3) _ SOFTWARE UPDATES. To, maintain the highest level of security' for payment processing, the Customer agrees to operate on the most recent release of the software within 30 days .of its general. release.. Extended delays to update the software may. impact - the ability to safely process transactions,. and VS reserves the right to disable processing until the software is updated:
4) MISCELLANEOUS. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there are any conflicts or inconsistencies between this Addendum and the Agreement, VS currentTerms of Service will control. VS' s acceptance may be evidenced by its fulfillment of the Agreement, which this Addendum revises.
IN WITNESS WHEREOF, the parties signing below have read and understand the terms and conditions of this Agreement, including any and all additional addenda or attachments: They represent and warrant that they are authorized to execute this Agreement on behalf of the applicable organization and that, upon execution, this Agreement is enforceable: against that party in accordance with its terms. The parties hereto have caused this Agreement to be executed asofthe last signature date below (" Execution Date").
Customer: City of Lathrop. CA RecTrac, LLC d/ b/ a Vermont- Systems Signature: Signature:
By: Print Name)
Title) Date: _
By: Patrick Hayden Print Name)
Its: Its: President Tide) Date:
Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 xplor
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PAYTRAC PAYMENT SERVICE TERMS AND CONDITIONS:
SUB -MERCHANT : AGREEMENT. These PayTrac Payment Service Terms- and Conditions, govern the_ terms and conditions under which we; as a payment facilitator, will agree to provide you, as a sub -merchant, withcertain payment -related services.. For purposes of this Sub -Merchant Agreement, the sub- merchant. identified in the Sub -Merchant Application and Agreement (" SMAA") will be identified as " you,. "your;' 'or " Sub, Merchant." These Payment Terms and Conditions; togetherwith your completed and approved SMAA, will form a binding Sub -Merchant Agreement" between. you and the payment facilitator identified .in the- SMAA ("we," "us," bur,' -or " Payment Facilitator): If you. are receiving PaymentServices ( defined. below): from us, then your Sub - Merchant Agreement will. become part of your overall Agreement with us, which Agreement includes, in addition to the Sub -Merchant Agreement; our. Terms. of Service, Privacy. Policyy and other referenced exhibits, schedules or addenda. Terms not defined herein shall have the meanings as set. forth in Section 1 of the Terms of Service.
2) PAYMENT SERVICES. Provided you satisfy the underwriting criteria for receipt of Payment Services and remain in compliance with the Agreement, we will agree to provide you with the payment services as described in the Agreement ( collectively, " Payment. Services").. In exchange for Payment Services, you agree to pay us the rates, fees and other charges described in the Agreement ( collectively, " Fees':). Besides us, there are other third parties involved in the facilitationand processing of Payment Services; these third parties include banks ( i.e., acquiringbank, sponsor bank), the major card networks/ associations such as Visa, Mastercard; Discover and American Express ( collectively, "Card Brands" unless referred to individually by name); and: ourdesignated payment processor (" Processor"). Each of these parties serve an important function in the facilitation, processing and settling of transactions associated with your business: Bydesignating us as your agent for payment facilitation services, and remaining in compliance with the terms of the Agreement ( including payment of all of our Fees), you will receive the right to accept payments from customers, clients and/ or members ( collectively, "End Users") through validly issued bankcards (" cards") associated with the Card Brands, and/ or, if approved, through automated clearing house transactions (" ACH") regulated by the National Automated Clearing House Association(" NACHA"): We will only provide you with Payment Services for. transactions run on active,, non -defaulted End User agreements properly delivered to us through the appropriate system in accordance with the Agreement' sterms and conditions including; without limitation; this Sub- Merchant Agreement.
3)., APPLICATION PROCESS;. UNDERWRITING; APPROVAL FOR. PAYMENT SERVICES. Completion of the SMAA and submission through our standard underwriting process shall be a pre - requisite and pre -condition to your receipt of. Payment Services. If you fail to meet our then - current underwriting requirements, or the then - current underwriting requirements of our Processor ( as. applicable), you shall not be allowed to receive Payment Services. Federal regulations such as the USA Patriot Act or FinCEN require financial institutions (i.e., banks) to verify the identity of persons seeking to open a depository account. Our Processor, in turn, requires that we submit certain information about each sub -merchant through underwriting prior tosuch sub - merchant' sreceiptof payment services. Informationthat we may request includes, but is not limited to, basic sub- merchant information • such as entity name, business address, tax number, date of formation, years in business; transaction information; processing %/Plumes; payment types accepted, address of business locations where paymentsmay be accepted; and information about who owns and controls the sub -merchant. It shall. be your sole responsibility to provide us with all required information, to ensure the accuracy and completeness: of the information provided, to provide us with timely andaccurate updates if your information changes, and to make the required acknowledgements and authorizations related to Payment Services as described in. the Sub - Merchant Agreement. We ( and our Processor, as applicable) will base underwriting, decision on the information provided. If, after approval, we discover that certain information provided in the SMAA was false, incomplete,; misleading or inaccurate, as determined by us or our Processor, wereserve the. right to suspend or terminate PaymentServices immediately at our discretion. If you pass underwriting and your application isapproved, then your SMAA will automatically convert to a Sub - Merchant Agreement which RecTrac, LLCAII rights reserved. Last. Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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incorporates these Payment Terms & Conditions, (and other documents forming the Agreement) by reference.
Underwriting approval and conversion of your application to a Sub -Merchant Agreement may occur without notice to you. Your failure to notify us of changes to your business may be Considered a material breach of the Sub - Merchant Agreement. •
a) For Private Sector Entities Only: You expressly authorize. us. to make business credit inquiries , if applicable,. . personal credit inquiries (including,. withoutlimitation, credit report inquiries into• your Control Owner or Authorized Contact), identity -verification inquiries, transaction -verification inquiries and. any other inquiry. or background check that we consider reasonably. necessary as related to our provision of the Payment Services.
You further agree to provide us with any information or documentation requested by the Processor, the Card Brands and/ or. the bank( s).
4) DESIGNATION AS LIMITED PAYMENTS AGENT. By entering into this Sub - Merchant Agreement, you are appointing us as your limited payments agent for the sole purpose of receiving, holding and settling payments made to you for your goods and services as validly entered in and through our system or platform. We will settle payments that are actually received by us. to you, less any amounts owed to us, including fees and other. obligations, and subject to the terms and conditions of the Agreement, including this Sub -Merchant Agreement. You agree that a payment received byus on your behalf satisfies an End User' s (i.e., a payor' s) obligation to make payment to you,. If we do not settle the payment to you, you will only have recourse against us and not the End User, as paymentis deemed made by an End User to you upon constructive or actual receipt of funds by us. We will process transactions in accordance with your written instructions, the agreement( s) in place with :us or End Users, and applicable law, rules or regulations. 5) DESIGNATED ACCOUNT. You will be required to provide and maintain a business bank account with a U. S.- chartered bank (your " Designated Account," or, if you have more than one account, your " Designated Accounts"). Each sub -merchant entity must have its own Designated Account and the name on the Designated Account mustmatch the sub -merchant' slegal entity name or registered doing -business - as name. All remits or other deposits to you as associated with Payment Services will be made into your Designated Account( s). 6) PROHIBITED ACTIVITIES PER MAJOR CARD BRANDS. In receiving Payment Services, you shall not, through yourself or a third party: (a). submit any transaction to us that was previously charged back and subsequently returned to you, irrespective of cardholder approval; (b) knowingly submit any transaction that is illegal or that you should have known was illegal ( you acknowledge that such transactionmust be legal in both your and the cardholder' sjurisdiction); (c) submit a transaction that you know, or should have known, is either fraudulent or not authorized by the cardholder; ( d) require a cardholder - to complete a postcard or similar device that includes the cardholder' s account number, card expiration date, signature, or any other card account data in plain view when mailed, nor request a Card Verification Value 2 (" CVV2'") for a card - present transaction, nor retain or store any portion of the magnetic - stripe data. subsequent to the authorization of. a salestransaction, nor any other data prohibited by the Card Brands operating regulations or this Sub -Merchant Agreement, including CW2; (e). add 'a. surcharge to transactions except as expressly permitted by, and in full compliance with, the Card Brands operating regulations; (f) charge a minimum or maximum amount for a transaction unless expressly authorized by, and in full compliance with, the. Card Brands operating regulations;( g) disburse funds in the form of cash unless you are participating in full compliance with a program supported by a Card Brand for such cash disbursements and in full compliance with the Card Brand' s operating regulations; ( h) submit a transaction that does not result from 'an act between you and a cardholder; (i) accept a card issued by a U. S. issuer to collect or refinance an existing -debt, .unless expressly authorized by, and in full compliance with, Card Brand operating regulations; (j) request or use a
card account number for any purpose other than as payment for your goods or services; (k) add any tax to transactions, unless applicablelaw expressly requires that you are permitted to impose a tax (in such event, any tax amount, if allowed, must be included in the transaction. amount and not collected separately); ( I) process transactions for, receive payments on behalf of, or redirect payments to a third party ( unless required bylaw); (m) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, in any way, any portion of the Payment Services; (n) interfere with or violate any other of our services or End User' s right to privacy or other rights, or harvest or collect personally identifiable RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 . .
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information about End Users without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or -data -mine; (o) defame, abuse, -harass, stalk, threaten, or otherwise violate the legal rights of others; (p) transmit or otherwise make available in connection with the Payment Service' s any virus, worm, trojan horse, time bomb, web bug,
spyware, or any other. computer code, file, or program that mayor is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) interfere with or disrupt the operation of the Payment Services, or the servers or networks that host the Payment Services or make them available; or violate any requirements, procedures, policies, or regulations of such servers or networks; ( r) sell, license, or exploit for any commercial purposes any use of or access to the Payment Services other than as permitted by us; (s) forward any data generated from the Payment Services without our prior written consent; (t) sublicense any or all of the Payment Services toany third party; and/ or (u) transfer - or assign your account password or credentials, even temporarily, to a third party. We reserve the right to monitor you and your End User' s use of the Payment Services to ensure compliance with the Agreement including, without limitation, this Sub - Merchant Agreement and applicable law. If we determine that you are not in compliance with the Sub -Merchant Agreement, we reserve the right to take appropriate remedial action including, without limitation, suspending or terminating Payment Services, or suspending or terminating your access to the system or platform.. In receiving Payment Services, you further acknowledge, represent and warrant that you will not KNOWINGLY make Payment Services available to (i) any person who appears of the U. S. Department of Treasury Office of Foreign Assets Control Specially Designated Nationals list; (ii) any person who is less than 18 years of age; ( iii) who is not domiciled in the U. S.
7) SUB -MERCHANT REPRESENTATIONS. You represent and warrant that ( a) you are at least 18 years of age;. (b) if an individual account, you are asole proprietorship validly existing in the United States, Canada, or its territories, and if an entity, that the entity was validly, formed, registered and is in goodstanding in at least one of the fifty United States, Canada, or its territories; (c) you have never beenplaced on the MasterCard. MATCH system or. the Combined Terminated Merchant File, and: if so, you have disclosed this to us; and ( d) all transactions are bona fide and no transaction involves the use ofa Card for any purpose other than the purchase of goods or services from you.
8) CLIENT RESPONSIBILITY. You shall be responsible for all liabilities arising out of your acts and omissions including any use of Vermont System' s Software, products, or Payment Services. 9) END USERS. We are not a party to any contract or business relationship that you may have with End Users, and we shall have no obligations or liability under any such agreement or business relationship. You are solely responsible for your own products and services and for the content and legality of your own contracting documents with End Users. You will be required to obtain an End User' s prior written consent for RECURRING
TRANSACTIONS.
10) REGULATORY STATUS. In providing Payment Services to you, we are your designated agent for certain payment facilitation services, as integrated with our proprietary technologies, but always acting at your direction in accordance with the contracts that have been entered into including, without limitation, the Sub -Merchant Agreement. We are not a bank, money transmitter or other money services business. The Payment Services that we offer and the payment transactions that we help to facilitate involve the use of our own proprietary technologies and the efforts of third parties such as banks, the Card Brands, and- our Processor. 11) TERM; TERMINATION OF. PAYMENT SERVICES. The term of this Sub - Merchant Agreement will run concurrently with the Term as described in your Agreement. We shall have the right to terminate. this Sub Merchant Agreement, with a written notice, at any time for cause, and shall have no liability to you for any such termination. Upon termination, you shall immediately cease using the Payment Services. We shall have the right to remove your Designated Account information upon termination of the Sub- Merchant Agreement, and we shall also have the right, at our choosing, to retain copies of such information for up to five ( 5) years at our cost. This Sub -Merchant Agreement shall terminate immediately if a bank, the Card Brands or our Processor require us to terminate the Sub -Merchant Agreement. Upon termination of Payment Services for any RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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reason, you shall remain liable, for any and all outstanding Fees owed. 12) • TAXES. It is -your sole. responsibility to determine what if any, taxes applyto the sale of your products and services, or the payments, you receive in connection with your use of our. Payment Services (' Taxes"). It is solely your responsibility. toassess, collect; report, or remitthe` correct tax to:h' eproper -taxing authority. We are not obligated• to, not will we. dtermine whether Taxes. apply, or calculate, collect, report, or remit any Taxes to any tax ' authority, arising from. anytransaction. Youacknowledge that we -will satisfy. all IRS reporting requirements as required by law, including providing the IRS with. an information return on your card transactions and .thirdparty: network transactions:. We will also comply with' any lawful orders, garnishments - or tax levies associated. with your. account. This provision shall. be- read in conjunction with, and not in conflict of, anytax- related provision in. theTerms of Service.
13) CARD BRAND RULES. If you accept cards issued by any of the rnajor Card Brands, then in addition to these Payment Terms and Conditions, you will alsobe obligated to comply with Card Brand rules and regulations, the terms of which are incorporated by reference herein. The operating regulations for each of the major Card Brands can be accessed at the links below:.
a) VISA: usa. visa. com/ merchants/ operations/ op resulations. html b) Mastercard: https:// www. mastercard. us% en- us/ business/ overview/ support/ rules. html c) American Express: www. americanexpress: com\ merchantopxuide d)
e)
Discover:
For transactions.
https:// www. discovernetwork. com/ en- us/ faq
involving ACH, a copy.. of the NACHA operating rules and guidelines are available atwww.chrulesonline. org.
Nothing in this Sub -Merchant Agreement shall be read or construedto interfere with or lessen the right of the Processor, the bank( s), or the. Card Brands to terminate this Sub - Merchant Agreement; and, if this occurs, such termination shall not be considered a material breach of the Agreement by us.: Inthe event of a conflict between this Sub - Merchant Agreement and the Card Brand' s operating regulations, the Card. Brand operating regulations will control. With respect to the Card Brand operating regulations, .you acknowledgeand agree that (a) you will be responsible for the actions of your employees and agents; (b) you willcomply with all applicable laws andregulations and all applicable parts of the operating regulations, including those parts regarding the ownership and use of Card Brand marks;. (c) you will notify us, as your payment facilitator, of any. third -party that will have access to Cardholder Data; (d) you will comply with, and will contractually require your suppliers and agents to comply with, the provisions of the Cardholder Information Security Program ( CISP) and PCI DSS, orother security program as required by a Card Brand and demonstrate compliance with :these. security obligations; and ( e) Card Brands may conduct, or direct anotherparty to .conduct, an audit of you at any time, andyoumust compEy in all material respects with such audit until its completion. 14) AMERICAN EXPRESS OPT -BLUE PROGRAM. The: following provision only applies if you are participating in the American Express Opt -Blue. Program, as controlled by the American Express Opt -Blue Program operating regulations. As a' participant in the American Express Opt -Blue Program:. (a) youmust comply with, and accept American Express cards in accordance with the terms of this. Sub- Merchant Agreement and the American Express Merchant Operating. Guide, as such terms may be amended from time to time; (b) you acknowledge that the American. Express Merchant Operating Guideis incorporated by reference into this Sub - Merchant Agreement and is available online here: https:// icm. aexp- static. com/ontent% dam/ ems/nus/ optblue/ usmos. pdf (c) you expressly authorize us to submit transactions to, and receive settlement from, American Express on your. behalf; (d) you expressly consent to our collection and disclosure of transaction data, Sub Merchant Data, and other information about you to American Express; and to American Express using such information to perform its responsibilities in connection with the American Express Program, promote the American Express network, perform analytics and create reports, and for any other lawful business purposes, including commercialmarketing communication purposes within; the parameters of the program agreement, and important transactional or relationship communications from. American Express.
In addition, you acknowledge and agree that ( i) you mayopt- outfrom receiving future commercial marketing communications from American Express; ( ii) you may be converted from the American. Express Program to a RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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direct card acceptance relationship with American Express if and when you become a high CV merchant in accordance with Section 10. 5, "High CV Merchant Conversions," and upon -conversion, you will be bound by American Express' then - current Card Acceptance Agreement and American Express will set pricing and other fees payable by you for card acceptance; ( iii) American Express may use information obtained in the SMAA at the time of setup: to screen, communicate and/ or monitor you in connection with card marketing and administrative purposes; ( iv) you shall not assign to any third party any payments due to you under your respective End User Agreement, and furtheragree that all indebtedness arising from charges will be for bona fide sales of goods and services ( or both) at your establishments and free of liens, claims, and encumbrances other than ordinary sales taxes, provided, however, that you may sell and assign future transaction receivables to us, our affiliated entities and/ or any other cash advance funding sources who partner with us or our affiliated entities without consent of American Express; ( v) American Express is a third -party beneficiary to this Sub -Agreement and retains all rights, but not obligations, in the Sub- Merchant Agreement that will fully provide American Express .with the ability to enforce the terms of the Payment Facilitator' s Sub - Merchant Agreement against you; (vi) you may opt out of accepting cards at any time without directly or indirectly affecting your rights to acceptother payment products; :(vii) we may terminate your right to accept cards if you breach any of the provisions in this Section or the American Express Merchant Operating Guide; (viii) we have the right to immediately terminate the Sub - Merchant Agreement for cause, for fraudulent or other activity, or upon American. Express' request; (ix) your refund policies for purchases on a card must be at (east as favorable as your refund policy for purchases on any other payment products, and you further agree that the refund policy be disclosed to cardmembers at the time of purchase and in compliance with applicable law; (x) you are prohibited against billing or collecting from anycardmember for any purchase or payment on the card unless chargeback has been exercised, you have fully paid for such charge, and you otherwise have the right to do so; xi) you must comply with applicable laws, rules and regulations relating to the conduct of your business, including the DSR and PCI DSS, each as described in. Chapter :15, "Data Security;" ( xii) you will report all instances of a data. Incident immediately to us after discovery of the incident; ( xiii) you will cease all use of, and remove.
American Express' licensed marks from your website and wherever else they are displayed upon termination of this Sub -Merchant Agreement or your participation in the Program; ( xiv) you will ensure data quality and agree that transaction data and customer information will be processed promptly, accurately and completely, and will complywith the. American. Express technical specifications; and ( xv) you are solely responsible for being aware ofand adhering to privacy and data protection laws and will provide specific and adequatedisclosures to cardmembers on the collection, use, and processing of personal data. 15) PCI DSS. We have implemented certain technical and procedural safeguards to keep Cardholder Data safe and will continue to comply with Payment Card Industry Data Security Standards (" PCI DSS") as a Level 1 service provider to the extent we store, process or transmit Cardholder Data on your behalf. As a. sub -merchant, you also have certain PCI DSS obligations to help keep Cardholder Data safe. Please visit this link https:// www. pcisecuritvstandards. orR/ pdfs/ Small Merchant Guide to Safe Pavments. pdf) to learn more about what you can and should do to protect payment transactions at your place of business. We reserve the right to suspend Payment Services for as long as we deem reasonably necessary to investigate suspicious or unusual activity associated : with your account, and we shall have no liability to you for any losses that may be attributable to the period of suspension. Similarly, if you know or have reason to believe there has been a , security intrusion that has ormayresult in unauthorized access to Cardholder Data; you must notify us immediately.
16) PROCESSING LIMITS: We reserve the right, if needed, to assign a maximum dollar amount (" Processing Limit") per sales ticket and an aggregate maximum dollar amount of card and ACH transactions per calendar month to your account. If we assign a Processing Limit, we will provide a prior written notice. As a Sub -Merchant, You may also request in writing" Processing Limits" as described here. 17) MERCHANT SERVICES AGREEMENT WITH ° PROCESSOR. In the event you process more than $ 1, 000,00 in Visa transactions and/ or $1, 000,00 in MasterCard transactions ( or such other amount as provided by the Card Brand' soperating regulations) in any twelve month period (" Benchmark Amount"), then in addition to this Sub -Merchant Agreement with us, you may also be required to enter into a " Merchant Services Agreement for Sub -Merchants" with our Processor, the'erms. of which will be independently enforceable by our Processor.- RecTrac, LLCAII rights reserved. Last Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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18) NEGATIVE ACCRUALS. We reserve the right to collect a " Per Fiscal Day Over Draft Fee" if your account goes negative during any given remit cycle See Schedule A for details and Fee amounts. a) Negative Payout Protection Option. Negative Payout Protection allows negative accrued fees to be recovered from future payouts instead of' being debited from your account. If you electthis option, we will carry forward the negative balance until amounts otherwise payable to you are sufficient to offset it. We will then apply those amounts to the negative balance andpayyouanyremaining funds.' 19) ADVANCES. An advance is any disbursement of funds priOr to the regularly Scheduled remit date. Any requests for an advance will be considered on a case - by -case basis although, as a general policy, we will not honor advance requests. Any advance request must be sent to: usin writing. If an advance is granted; you agree to pay a ' Per Wired Funds Transfer" for each advance provided. 20) : RECONCILIATIONS; ERROR REPORTING. You are responsible for reconciling your transaction history or remit reports with your actual transactions and you agree to notify us of any errors 0rdiscrepancies (each an ' Error").
We will investigate reported Errors and attempt to promptly rectify them: In the event you are owed money as a. result of. an Error, we will transfer funds to your Designated Account at the nextscheduled remit or pay -out ' cycle.. Errors' not reported to us within 60 days from when they first appear on; your transaction history or remit report will be deemed waived..
21) SALES TRANSMITTALS. You will retain a copy of the sales transmittal for the completed transaction for 25 months or such longer period :asthe :Card Brand operation regulations mayrequire Within three business days of, our request, you will produce copies. of sales transmittalsand other transaction evidence. 22) ACH PROCESSING. To enable you to make and accept ACH payments, you authorize, us to originate creditor' debit records for the purpose of a funds transfer into the ACH network (" Entries"). We will use reasonable efforts to originate Entries on your behalf in accordance with the Sub - Merchant Agreement. You mustonly submit Entries for bona fide transactionswith your End Users made in the ordinary course of business.. All disputes between you and any of your End Users relating to any ACH transactionmust be resolved between you and them. If we receive any notice of an ACH dispute or NACHA inquiry; we willforward such notice directly to you; We bear no financial responsibility for any disputed transaction. 23) REFUNDS; RETURNS: You agree to process returns of and provide refunds and adjustments for products and/ or services in accordance with. your End User Agreements. In managing refunds and returns, you agree to:
a) maintaina fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to End Users at the time of purchase ( c) not give cash refunds to an End User in connection with a card sale unless required bylaw; and ( d) not accept cash or any other item of value for preparing a card sale refund:
Your refund policiesshould be the same for allpayment methods and should specifically include a requirement for prompt payment of refunds inorder .to mitigate chargeback risk. 24) . CHARGEBACK LIABILITY, For any transaction that results in a chargeback, we may withhold the chargeback amount in a
reserve account You grant us authorization to recover theamount of any chargeback and any associated fees, fines, or penalties listed in the Agreement, your End User Agreements; or assessed by a Card Brand or Processor. If you have pending chargebacks, we: may delay payouts as necessary. Further, if we reasonably believe that a charge back is likelywith respect to any transaction; we may withhold the amount of the potential .chargeback from remits otherwise due to you until such time that ( a) the chargeback is assessed due to. an End. User ( cardholder) complaint, in which case we will retain the funds; (b) the period of. time .under applicable law or regulation by which the End User ( cardholder) may dispute that the transaction -has expired;' or (c) we determine that a chargeback on the transaction willnot occur. If weare unable to recover funds related to a chargeback for whichYou are liable, you agreeto pay us thefull amount of the chargeback immediatelyupon demand. You agree to pay all!. costsand expenses, including attorneys' fees andother legal expenses, incurred by us for the collection of all amounts -unpaid by. you. 25) RESERVE; SECURITY INTEREST. ( APPLICABLE TO PRIVATE ENTITIES) Where deemednecessary orappropriate RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 XplorTechnologies - CONFIDENTIAL
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by us or our sponsor bank, upon written notice; we ( or our sponsor bank) shall create a reserve account Reserve") in order to protect us or the sponsor bank from actual or potential liabilities under this Sub-.
Merchant Agreement. The Reserve will be in an amount determined by us in our sole and absolute discretion. to cover anticipated chargebacks, returns, unshipped product and/ orunfulfilled services or credit risk basedon y. our processing history: The Reserve may be raised, reduced or removed at any time by us Or at the direction of our sponsor bank). Where the Reserve is not adequately funded, you shall pay all amounts requested by us for the. Reserve within one business day of a request for such amounts and we may 'build the. Reserve- by . . offsets from Remits; transaction settlements or by debiting' by ACH any of your Designated Accounts with available funds:. You. hereby grant us. a
security interest in and lien on any and all fundsheld in any Reserve, and also authorizes us to make any withdrawalsordebits from the Reserve, without prior notice to you,. to collect amounts that you owe us under this. Sub -Merchant Agreement, including without limitation, for any reversals of deposits or transfers. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survivesforaslong as we hold funds -in Reserve; however, it does not apply to any funds for which the grant of a security. interest would be prohibited by law.
You irrevocably assign to us -all. rights and legal interests to -any interest orother- earningsthat accrue or are attributable to the Reserve.
26) RECOUPMENT OF FEES. Where Feesare owing by you to us under the Agreement, we shall have the right to immediately; without priorconsent or. notice, offset or debit such amounts from funds: (a) deposited by you into your. Designated Account( s); ( b) dueto you as remits; ( c) held in the Reserve; or ( d) available in your other payment instrument registered with our sponsor bank ( ifany). Your failure to pay all Feesowed to us on demand will be a breach of this Sub - Merchant Agreement You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one -and -one- half percent (1.5%) per month or the highest rate permitted by applicable law. In our discretion, we may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent sub -merchant accounts may be made by us or by a third party actingon our behalf, including but not limited to a collections company. 27) INTELLECTUAL PROPERTY. We reserve all rights not expressly granted to you in the Agreement, including. without limitation, this Sub -Merchant Agreement. We own the title, copyright and other worldwide intellectual property rights in the Payment Services and all technology, components, systems,. and .hardware associated therewith. This Sub -Merchant Agreement does not grant you any rights to our trademarks or service marks, nor may you remove, obscure, or alter any of our trademarks or service marks included in the Payment Services. All comments and suggestions of or concerning the Payment. Services provided to you shall be our property and you shall not have: any rights therein. 28) HOLD HARMLESS You are responsible for, and will hold Providerand its affiliates, and each of their respective. officers, directors, employees, agents, and third - party service providers involved in the Payment Services including processors, acquiring banks, issuing banks, card networks, and payment rails). (collectively, the Protected Parties") harmless from any third - party claims, demands, actions, audits, investigations, inquiries, or proceedings, and all related losses, liabilities, ;damages, penalties, fines, judgments, settlements, costs, and, expenses ( including reasonable attorneys' fees), to the extent arising out of or relating to ( a) any actual or alleged breach of your representations, warranties, or obligations under this Sub - Merchant Agreement;, (b) your wrongful, improper, fraudulent, or unauthorized use of the Payment Services; ( c) any transaction submitted by you through the Payment Services, including the accuracy of transaction data, product: or service descriptions, pricing, fulfillment, refunds, charge backs, reversals, or disputes relating to products or services offered or sold by you; (d) yourviolation of any applicable law, rule,egulation, card network rule, or payment network operating requirement; (e) your violation of any third -party right, including intellectual property, privacy, or publicity rights; or ( f) any access to or use of the Payment Services using your credentials or account, except -to the extent caused by Provider' s gross negligence orwillful misconduct.
28. 1 Claim Management. Provider will provide prompt written notice of any matter covered by this Section and will reasonably cooperate, including by providing information reasonably available to Provider, in connection with the response or resolution. Customer will reimburse Provider for Provider' sreasonable, documented out-f- pocket costs RecTrac, LLCAII rights reserved. . Last ,Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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of such cooperation, if -any. You will manage the response and any settlement of such matter; however, you may not resolve any matter in a manner that imposes any obligation on, or admits fault by,' a Protected Party without Provider' sprior written consent.( noto be unreasonably: withheld).
28. No Expansion of Remedies. This Section applies solely to third - party claims and does not create any first -party remedies or expand Customer' srights beyond those expressly stated elsewhere in this Agreement. 29) LIMITED. WARRANTIES: Provider warrants that, during the applicable Subscription Term, and when used in accordance with this Agreement and the applicable Payment Services -Descriptions, the Software and Payment Services will materially conform: tosuch descriptions. (a) No. Malicious Code: Provider warrants that it will use commercially reasonableefforts designed to ensure that the. Software, as providedat the time of installation, does not contain malicious code intended to materially damage, disable, or disrupt Customer' ssystems or data; (b) Professional Services. Providerwarrants that any. Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; ( c) Remedies. If Customerprovides written notice within thirty ( 30) days after discovering an alleged breach, Provider will -use commercially reasonable efforts to remediate: If remediation is not commercially reasonable or cannot be completed within a reasonable period, Customer may terminate the affected Subscription and receive a refund of prepaid, unused Subscription Fees for the affected portion;. (d) Exclusions. This warranty' does not applyto nonconformities caused by Customer misuse,. unauthorized modifications, third -party systems orservices, or Provider' s compliance with Customer instructions; ( e).
Disclalmer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE PAYMENT SOFTWARE AND PAYMENT. SERVICES ARE PROVIDED " AS IS" AND " AS AVAILABLE," AND ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
30) LIMITATION ON LIABILITY. ( a) Excluded Damages. EXCEPT FOR: ( i) amounts payable by Provider under the Limited Warranties section ( including required refunds of prepaid; unused Subscription Fees),, and ( ii) liability that cannot be excluded under: applicable: law. IN: NO EVENT WILL PROVIDER BE LIABLE FOR ANY INDIRECT, .INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL; ( b) Liability Cap.. EXCEPT FOR ( i) amounts payable by Provider under the Limited Warranties section:
including required refunds of prepaid, unused Subscription Fees), and ( ii) liability that cannot be limited under applicable law, PROVIDER' STOTAL AGGREGATE LIABILITY. ARSING OUT OF OR RELATING TO THIS AGREEMENT : WILL NOT EXCEED THE FEES . PAID BY CUSTOMER FOR THE PAYMENT SERVICES DURING THE TWELVE -(12) MONTHS IMMEDIATELY PRECEDING THE EVENT`. GIVING RISE TO THE CLAIM. For clarity, this Section 30 limits Provider' sliability; it does not limit Customer' sobligations under the HOLD HARMLESS section; ( c) Allocation of Responsibility. Provider is not responsible for failures. or losses caused by Customer acts or omissions, Customer systems or data, third - party payment networks or banks, actions taken to comply with law or card network rules, or Provider s compliance with Customer instructions; (d) Relationship to Warranties. Nothingin this Section limits Provider' sobligation to remediate nonconformities or refund prepaid, unused Subscription Fees as expressly provided in the. Limited Warranties section. Remedies for any breach of the No Malicious Code warranty are limited to those expressly stated in thatsection, except where liability cannot: belimited under applicable law.. 31) TIME LIMIT TO INITIATE A DISPUTE. Unlessotherwise required by law, an action or proceeding by you relating to any dispute or claim by you under this Sub -Merchant Agreement must commence withinone year after the cause .of action accrues; failing which you forego any rights in respect thereof. 32) CONFIDENTIALITY. Unless otherwise required by law, you shall, andshall cause your affiliates to, hold in strict confidence at all times following the date hereof all of our, our bank' sor our. Processor' s Confidential Information, and neither you nor any of your affiliatesshall use such Confidential Information for any purpose other than for the performance of your duties and obligations hereunder. If you breach, or threaten to breach, any of the provisions of this section, in addition to any other rights we may have, including a claim for damages, we shall have the rightto have the provisions of this section specifically enforced, and your breach or threatened breach enjoined, by any court of competent jurisdiction; without .presentment of a bond ( such requirement being expressly waived by you), it being agreed that any breach or threatened breach of this section would cause irreparable harm to us in that money damages would not provide an adequate remedy. 8 RecTrac, LLC All rights reserved. LastRevision: August 7, 2026 Xplor Technologies CONFIDENTIAL
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33) . PERSONAL GUARANTY ( Private sector only). If an individual executes this Sub -Merchant Agreement on your behalf as a guarantor, then such individual personally guarantees performance by you hereunder, shall be deemed to be a guarantor for all purposes, and shall be joint and severally liable withyou for all of your liabilities under the Sub -Merchant Agreement.
34) . INDEPENDENT CONTRACTOR. The. relationships of the parties to this Sub - Merchant Agreement shall be solely that of independent contractors, and nothing contained herein shall be construed otherwise: Nothing in this Sub - Merchant Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. 35) ASSIGNMENT, Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party ( not to be unreasonably withheld).
Notwithstanding the foregoing, we may assign this Agreement in whole or in part., to an affiliate or to a successor in connection with a merger,; acquisition, corporate reorganization, or sale of substantially all of our business or assets related to the Services, provided that (a) We remain responsible forperformances of the Services and all obligations under this Agreement, and ( b) such assignment does not materially reduce the level or quality. of Services to the Customer. We will provide the Customer with written noticeof any such assignment.
36) OTHER AGREEMENT TERMS; CONFLICT. Upon SMAA acceptance, this Sub - Merchant Agreement shall be considered incorporated by reference into your overall Agreement with us. To the extent any provision of this.
Sub - Merchant Agreement directly conflicts with any other provision of the Agreement, then the Sub - Merchant Agreement' sterms shall be deemed to control.
37) COST REVIEW & POTENTIAL ADJUSTMENT. We will conduct a quarterly review of the overall card processing costs. The first review will begin six (6) months after the initial implementation. If there is a material increase or decreasein card processing costs, we reserve the right to adjust fees accordingly, associated with Payment Services, with prior written notice and supporting documentation.
RecTrac, LLCAII rights reserved. ,Last Revision: August 7, 2026 Xplor Technologies - CONFIDENTIAL
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SCHEDULE A:
PAYTRAC PAYMENT SERVICE RATES& FEES*
RAaNSACTI ON PARTIES
Customer / Sub - Merchant: City of Lathrop, CA
Payment Facilitator:. RecTrac, LLC d/ b/ a Vermont
Systems
Payment Processor: World Pay, LLC
Sponsor Bank: Fifth Third Bank
FUNDING**
Funds received by 11: 59 pm ET will
be deposited in Customer' s
designated ; account within three
3) business days
Customer acknowledges and accepts that VS will collect its fees and charges for Payment Service directly from the EFT/ ACH draft associated with the business location, unless customer opts for Negative Payout Protection, VS is not responsible forfunding delays due to weekends, federal holidays or Force Majeure events or incidents..
Daily settlement cut- offtimes are Midnight local time.
FLAT RATE MODEL
CREDIT CARD PROCESSING FEES
0, 25
Mastercard
Visa
Discover
AMEX
Per electronic authorization
Per sale transaction 0. 25
Credit card account updater fee .
If & when available and option selected/ elected
1. 00
Per chargebackrequest orreturn processed 25. 00
Mastercard - Visa - Discover - AMEX acquired gross purchase sale % I.2. 80 ACH PROCESSING TEES ( if option selected/ elected)
ACH/ e -
Check
Processing
ACH fee per sale transaction 1. 00
ACH account updater fee 0. 50
Fundi
Fees
Per fiscal day overdraftfee 110. 00
Per wired funds transfer 15. 00
Per ACH credit/ debit per funds transfer 0. 10
OTHER FEES
PCI Non- compliance Fee ( Monthly rate) per MID, to be assessed if the Customer is found to be PCI non -compliant, notto exceed
75. 00 total.
25. 00
NOTES:
RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 10 Xplor Technologies - CONFIDENTIAL
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SERVICE FEE MODEL
CREDIT CARD PROCESSIN. GFEES
Mastercard
Visa
Discover
AMEX
Credit card account updater fee
If & when available and option. selected/ elected
Per chargeback request or return processed
Mastercard - Visa -Discover -AMEX acquired gross purchase sale
1. 00
25. 00
3. 25%
IN WITNESS WHEREOF, the parties signing below have read and understand the terms and conditions of this Agreement, including any and all additional addenda or attachments. They represent and warrant that they are authorized to execute this Agreement on behalf of the applicable organization and that, upon execution; this Agreement is enforceable against that party in accordance with its terms. The parties hereto have caused this Agreement to be executed as of the last signaturedate below (" Execution Date").
Customer: City of Lathrop, CA .. RecTrac; LLC. d/b/a Vermont Systems Signature:
By: Print Name)
Signature:
By: Patrick Hayden Print Name)
Its: Title) Date: Its: President Title) Date:________
RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 11 Xplor Technologies - CONFIDENTIAL
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SUB -MERCHANT APPLICATION AND AGREEMENT ( SMAA)
SELECTION 1: SUB - MERCHANT INFORMATION
Business/ Sub -Merchant ( provide legal entity name) Doing Business As (If applicable):
Click or tap here to enter text. Click or tap here to enter text.
Date of Formation Approx. Years in Business Business Address Click or tap hereto enter text.Click or tap here to enter text. Click or tap here to enter text.
Tax ID ( FEIN) Website (URL) Business Phone
Click or tap here to enter text. Click or tap here -to enter text. Click or tap here to enter text.
Primary Contact Name ( For General Communications) Primary Contacts Phone Primary Contact Email Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text.
Business Type
Select one)
Public Individual
Sole
Proprietorship
Corporation
DS -Corp
DC -Corp
DLLC
Partnership
DGeneral
Partnership
Limited
Partnership
Other
Non -Profit
501C)
EGovernment
0ther:_
Private
O
Individual
Has this business processed credit cards beforei Has this business ever been terminated from accepting credit cards from any network?
Will this business be
running a presale prior to opening?
What payment methods
will the business accept?
Yes • No Yes • No Yes • No • NA Debit • Credit ACH
Briefly describe the nature of the services provided by this business. What types of payment would this business like to accept? Click or tap here to enter
ECTION 2: TRANSACTION
Annua ar. • o ume
text.
INFORMATION ( all, financial assumptions
vg is e ar. nnua . • • o ume
In Person
approximated
DOnline D Telephone
in USD)
vg is et • •
Mail -in Recurring
ax. c et • •
Billing
ax. is e re. rt ar.
Tote Annual Sales — All Transactions ($) - -
Click or tap here to enter text.
SECTION 3: LOCATION INFORMATION ( use additional pages if necessary) Location/ Business Name Business Address Same
as Sec
1 address
Business Phone
1 2
3 4
ECTION 4: MERCHANT ID INFORMATION List one MID per row from the following options: Card Present, Web, Billing, or eCheck) Merchant ID Account Name ( will appear on statement) Associated Section 3 Location or Address Type of MID Annual Card Revenue Service Fee 1 Location#:
Click or tap here to enter text.
2 Location#: D
Click or tap here to enter text. "
3 Location#:
Click or tap here to enter text.
4 Location#:
Click or tap here to enter text.
Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 20261 xplor
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SECTION 5: CONTROL OWNER INFORMATION
require certain information about your ownership for compliance with regulations promulgated by the Financial Crimes Enforcement Network XYC regulations seek to prevent financial `crimes; and thefunding of sought below is required by KYC regulations. (1) "Control Owner"' must to have an ownership interest lathe Sub -Merchant and the Control' responsibility to control', manage or _direct the activities of the Sub - hold titles such as CEO, CFO, COO, Managing Member, General Partner, Why Do We Need This Information?
federal Know -Your -Customer
Bureau of the ti S. Department
terrorism, among other things.
be provided. A Control Owner
Owner must ;be a natural person
Merchant' sbusiness,. Control
President, pr Treasurer.,
We
or " KYC'
of Treasury.
The information
is not required
with significant
Owners often
CONTROL OWNER/ AUTHORIZED CONTACT( MUST BEA NATURAL PERSON) * Denotes required fields for all applicants Full Legal Name * Date of Birth *
Click or tap here to enter text. Click or tap here to enter text.
Address ( Home or Business) * Title
Click or tap here to enter text. Click or tap here to enter text.
Phone ( Home or Business) * Email *
Click or tap here to enter text. Click or tap here to enter text.
SECTION 6: BANKING. INFORMATION
For multiple bank accounts
Ban Name
A copy of a voided
only: Include the associated
Account Name
check or a bank letter with full
MID number
Routing Num. er
account details listed will be
from Section
MID #
equired).
4!
Account Num• er
Click or tap here to enter text. Click ortap here to
enter text.
Click or tap here to enter text. Click or tap here to
enter text.
Click or tap here to enter text. Click ortap here to
enter text.
Click ortap here to enter text. Click ortap here to
enter text.
ACKNOWLEDGEMENT: By signing below, Sub -Merchant expressly acknowledges that: (1) the individual signing this Sub -Merchant Agreement has the proper legal authority to bind the Sub- Merchant;( 2) the Sub - Merchant' sApplication for payment services may be rejected in underwriting but, once accepted, will constitute a legally binding Sub - Merchant Agreement with the Payment Facilitator identified below; (3) all information provided herein is true and accurate to the best of Sub - Merchant' sknowledge; ( 4) the Payment Service Terms and Conditions, and any other documents referenced as being part of the agreement, shall become part of this Sub -Merchant Agreement; ( 5) the Payment Facilitator' sprovision of payment services under the Sub -Merchant Agreement shall be expressly conditioned on Sub - Merchant' s
payment of all fees and other charges, and its compliance with VS' s Terms of Service and Privacy Policy, as may be revised from time to time.
AUTHORIZATION: Sub -Merchant expressly authorizes the Payment Facilitator identified below to take the following actions: ( 1) to establish a primary merchant account with a payment processor of the Payment Facilitator' s choosing; ( 2) to access Customer Data, including but not limited to Cardholder Data, for the purposes of providing the payment services contemplated by the Agreement; ( 3) to execute documents on Sub -Merchant' sbehalf, or to take any other action which the Payment Facilitator deems reasonably necessary to provide its payment services to Sub -Merchant as described herein; ( 4) to access Sub -Merchant' s designated
behalf; (
account( s) for purposes of received and accepting payments on settled transactions, together with any adjustments made on Sub -Merchant' s 5) to collect any Fees or other charges owed to Payment Facilitator, or any of Payment Facilitator' s affiliates or subsidiaries, directly from the Sub - Merchant' s EFT/ ACH draft; ( 6) to set up a reserve account where Payment Facilitator considers it reasonably necessary to protect its legitimate business interests; 7) to withhold the remittance of any funds in accordance with lawful orders, garnishments and/ or tax levies; ( 8) to recoup, retrieve or collect from any source of available funds, including but not limited to the Sub -Merchant' s EFT/ ACH draft, any Payment Facilitator expenditures related to Sub -Merchant' seCheck returns, charge backs, negative accruals or overdrawn accounts (unless customeropts for Negative Payout Protection); and ( 9) to transfer billed amounts to an account held by Payment Facilitator to facilitate the settling of transactions run at the Sub -Merchant' s place or places of business.
SUBMITTED , AND AGREED T0. BY;
S jJ (ierchant ) Ctqk or, talp here to nterte t.
ACCEPTED BY:
Vermont Systems, Payment Facilitator
X X
Name and Title Date Name and Title Date
Click or tap here to enter text. Click or tap to
enter a date.
Click or tap here to enter text. Click or tap to
enter a date.
Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 xplor
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Pricing Proposal Quote # QUO- 21445- H6B1K6
Vermont Systems ( VS) is proud to propose our RecTrac Recreation Management software to the City of Lathrop, CA. Included in this section is our pricing proposal, based on the Proposal specifications and needs of your organization. The pricing is subscription based (SAAS).
While we offer 24/ 7/ 365 support, Standard Support is included in your annual subscription and provides unlimited assistance during business days, from 8: 00 AM to 8: 00 PM Eastern Time. Standard Support includes but is not limited to: Phone support, ticket submission, live chat, access tooursupport portal with a comprehensive knowledge base, training videos, invitations to our annual user group. events, 3 -day in -person symposium, and much .more!_
Pleasenote that our proposed processing (credit card) fees canbe passed as a service fee to your patrons, providing a zero -cost processing option to your organization. This option,. combined with our extremely competitive rates, can equate to a lower cost of ownership over the length of the contracted term.
All software updates and upgrades are also included in your annual subscription feesatno additional cost and there are no transaction fees.
Pricing Summary
One -Time Costs
Item Description Price
RecTrac Installation & Training Remote & Onsite services ( estimated) $ 9, 265. 00 Annual Recurring Costs
Item Description Annual Cost
Software Subscription RecTrac Core Bundle $ 16, 500. 0
Total Year 1 Investment
Year2
Year3
Year . .
Year 5
Please see the detailed pricing on the following pages. 25, 765. 00
17, 325. 00
18;91. 25
19,00. 81
20, 055. 8
Xplor Technologies CONFIDENTIAL, RecTrac, LLCAll rights reserved. Last Revision: August 7, 2026 O
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Prepared For: City of Lathrop
Lathrop, CA
Contact Name: Melissa Stathakopoulos, Parks and Recreation Manager
Contact
Contact Phone:
Email: mstathakopoulos© ci_ lathrop. ca. us
Explanation of Quote: CALathrop_ RFP_ Pricing
Notes:
Software Subscription
CorelFoundat on Softviare Subscription Bundle t{7}
Vermont Systems Scheduled Service Cancellation Policy
Cancellation Fee Policy - See Foonotes f(2)
Travel Time
Dally ExpenseslMeals. Onsite- Estimated -'
Airfare - Estimated
Onslte Training
Project limplementationiTraining - remote ( estimated)
Project Discovery- remote (estimated)
06/ 26/026
Quote Number: QUO- 21445- H6B1K8
Software Pricing is valid for 120 Days
Hardware Pricing is Subject to Change
Prepared By:, Joshua Karson ( Senior Sales Manager}
Email: JoshuaK@VermontSystems. com
Toll Free: 877-83- 857
Direct Phone:
Lind Price, Moct ity_
1, 625. 00 - $1, 375. 00 •' $250. 0 _ $16, 500. 0
Tax: 50. 00
Total: St6„ 500. 0
50. 00
1. 0 Day - : x100. 0
5. D - EA $ 355. 013
1. 0 . EA 31 200. 00
3. 0 Day • $ 1,30. 0
20. 0 Hour S125. 00
5. D . Hour ' S0. 00
Tax:
Total:
0.0 400. 0
1. 775. 00
1, 200. 0
S9, 39a. 00
2, 500. 0
0. 00
0.0 9. 26, 5. 00
TOTALS:
Services ( recurring) (prorated year 1)
Training & Expenses
Other Products of Interest
WebTrao App (Footnote: 7 }
WebTrac App - One Time Onboardng Fee
Footnote: 8}
4500. 6
51000. 0
16, 500. 0
30, 265,. 00
Total: $ 25765. 00
For planning purposes, the annual recurring cast wilt be: $ 16, 500. 0 www. vennorasystems. com
sales@vermontsystems. com
Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 O
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06/ 26/026
Quote Number: QUO- 21445- H6B1K8
Software Prang is valid for 120 Days
Hardware Pricing is Subject to Change
t Footnotes:
2 •Scheduled Service Cancellation Fees:
10% of the price per scheduled iblock oftime/ minimum. $175. 00 Hdw to avoid Cancellation Fees:
Hourly Services — Customer, is required to provide notice at least 3 business days prior to the scheduled veining.
Multi Day or On -Site Services —Customer is required to provide notice et least 3 weeks prior to the scheduled training.
Additional Nate All VS software is subject to a yeary COLT. increase. Please refer to VS contract agreement/ document for details. 7 Vermont Systems . Reclac Care/ Foundation Software Bundle includes:
iS Standard Level Hosting
RecTrac/ WebTrac for.
Activity Registrations
Facility Reservations
Pass Management/ Memberships
POS/ Invertorr rTtickets/ GiftCards
Equipment/ Site Rentals
League Scheduling
Paytrac ( with 2 Mids) Ecom/ Retail et PayTrac Lest rate: 2.0% Si 5; per trans' iHardware sold separately" SMS- Fexvng ( 12kTextsryr)
GI Interface - Standard Template Option
Activity Brochure Standard Template Option
RecTrac SSO ( SingleSign- on)
Additioral. features, modules and capabilities are available at the Workgroup and Premium Subscription Bundle Levels.
Add- onoptions are also available, including the WebTrac App, Access Control, Kiosk, GolfTrac; MainTrac, add" rdanai SMS Texts, additional PayTraccMlDs & Elevate 3ae/ Standard/ Prernium.
8 WebTrac App_- One Time Initial Onboarding Fee ( includes 4 hours of application training on how to access, build and manage the App, remote beied)
Billing Note Billing for WebTrac App Setup Tee vili. occur on the date of the App Implementation kick off call. 9 WebTrac App - t'dorkgroup le: et
he W' ebirac App requires an Apple Developer Licen e, which you as the App esgount owner must provide. The annual subscription fee fur this license is 595 ( Paid directly to Apple).
Billing Note: Bil Iing. forWebTrac App will occur on the data of t:ne App Implementation kick off call. wstihv. vermontsystems. com
sales@vermonsystems. com
Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026 46) xplor
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Xplor Technologies - CONFIDENTIAL RecTrac, LLC All rights reserved. Last Revision: August 7, 2026