~ VERMONT SYSTEMS
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.
"Addendum" or "Addenda" means a document added
to the Agreement containing new or supplemental
terms.
"Agreement" means the Services Agreement and any
attachments, schedules or exhibits referenced therein,
which could include the Order Schedule, Privacy Policy, Terms of Service, Service Level Agreement, Statement
of Work, Sub-Merchant Agreement, or any later-signed
Addenda.
"Billing Period" means the period of time covered by a
single recurring dues fee for Services. Unless otherwise noted, a Billing Period will be billed in advance and will cover a period of one (1) year.
"Cardholder Data" is a subset of Customer Data and
generally includes a Patron's name, billing address,
credit card number, expiration date and al\/ code.
"Confidential Information" means any and all
information disclosed by either party to the other which is marked "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
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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.
"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."
"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.
"Effective Date" shall have the meaning as set forth in the Services Agreement.
"End Users" are your authorized users of the Software
associated with our Services. Those licenses associated with a Customer's concurrent End Users will be listed in the Order Schedule.
"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, as well as any other fees or charges permitted by the Agreement. Fees may be recurring, non recurring, or one-time, as more specifically described in the Order Schedule.
"Hardware" means the computer equipment, point-of-sale
terminals, or other technical hardware distributed by us or by a reseller on our behalf. Hardware may contain firmware or software.
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"Hosting Fees" mean the fees associated with the
hosting of Customer Data on our VS-controlled servers
and systems.
"Initial Term" is the initial term for Services, as
described in the Services Agreement.
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and 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 whether registered or unregistered and including all
applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection in any part of the world.
"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.
"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.
"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.
"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.
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"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.
"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.
"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.
"Software" means our proprietary technology software
and any and all associated modules, websites, third party integrations and/or mobile applications (if applicable). "Software Fees" mean those fees associated with your
access to and use of our Software or any component
thereof. We may charge Software Fees monthly, quarterly or annually, as more specifically described in the Order Schedule.
"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.
"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, quarterly or
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annually, as more specifically described in the Order
Schedule.
"Renewal Term" means the period which immediately
follows the expiration of the Initial Term, as described in the Services Agreement.
"Team" includes VS's employees, officers, directors,
owners, attorneys, affiliates or representatives.
"Term" means the term for Services and includes both
the Initial Term and any Renewal Terms, as 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, VT05452. VS may also be referred to in the Agreement as "Licensor," "we," "our," or "us.'
1 2. ACCEPTANCE. You accept the terms of the
Agreement when you {a) click-sign your acceptance to
an online version of the Services Agreement; {b) sign a hard copy 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.
3.1 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, non- exclusive, 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
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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.
3.2 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.
3.3 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 Use and, 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 a new invoice and which will automatically update the Order Schedule.
3.4 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
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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's legally valid consent; to commit fraud; to transmit material 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.
4.1 Term. You will be obligated to the Term as
described in the Services Agreement, including any
auto- renewal provisions.
4.2 Termination for Cause. Prior to expiration of the
Initial Term, either you 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, liquidation or assignment for the benefit of creditors; 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.
4.3 Termination for Convenience (Without
Cause). We shall have a right to terminate the
Agreement for convenience (meaning without cause)
at
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any time during the Renewal Term with a 30-day written
notice. You shall not be permitted to terminate the
Agreement for convenience during the Initial Term.
However, should you choose to terminate once you
are in a Renewal Term, provide a 90-day advance
written notice of intent to cancel before the end of
the annual maintenance cycle date, and services will
cease per the annual maintenance date.
MIDTERM CANCELATIONS WILL NOT BE ACCEPTED ..
4.4 Termination Notice. For termination to be
considered effective, you must send your termination
notice via email to
AccountsReceivable@vermonts ystems.com or by writing to Vermont Systems, Inc. at 12 Market Place, Essex Junction, VT05452.
5. FEES; PAYMENT TERMS.
5.1 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 may be set up to bill quarterly or annually, 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.
S.2 Fee Commencement. Payment for the software
subscription and hosting is invoiced and due in full when the initial out-of-the-box, base software URL is emailed to ~- This typically occurs less than 30 days after the project "kickoff" date.
5.3 Due Date; Late Fees; Interest. Payment is due
within 30 days from the date you receive our invoice
(the "Due Date"), then we may charge you a 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.
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5.4 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.
5.5 COLT Increase. After the FIRST TWELVE (12)
MONTHS of the initial Term, all Fees shall be subject to a cost of living and technology ("COLT"} enhancement
increase not to exceed five percent (5%} or the
aggregate change in the CPI (Consumer Price Index).
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.
5.6 Breach for Non-Payment of Fees. Payment not
made within 30 days of the Due Date will result in an
automatic breach of the Agreement and start the clock
on a 20-day period in which to cure. If payment is still not received by the 51st day after the scheduled Due
Date, we reserve the right to suspend Services until all outstanding Fees are paid. Continued non-payment of
Fees more than 60 days after the Due Date will result in a default under the Agreement and will be considered
seriously delinquent. In the event of 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.
5.7. Taxes. If you are a tax-exempt organization, then
this provision does not apply. 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.
We are obligated to comply with all valid tax
liens or levies associated with your business. If
we must pay Taxes on your behalf, you agree
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to indemnify us for any such payments within 30 days from your receipt of a special tax-related invoice.
6. MODIFICATIONS.
6.1 Changing the Terms of Service. We reserve the right to modify these Terms of Service by posting a revised
Terms of Service on our website and sending you notice
that they have changed to your email address on record.
Modifications will not apply retroactively. You are
responsible for reviewing and becoming familiar with any modifications. At times we may, but shall not be required to, ask you to review and to explicitly agree to or reject a revised version of the Terms of Service. In such cases, modifications will become effective at the time you sign your consent to the modified Terms of Service. In cases where we do not ask for your explicit consent to a
modified version of the Terms of Service, but otherwise provide notice as set forth above, the modified version of the Terms of Service will become effective 14 days after we have posted the modified Terms of Service and
provided you with notification. Your continued use of
Services following that period constitutes your acceptance of the Terms of Service as modified. If you do not agree with the changes to the modified Terms of Service, you are required to notify us of such within the same 14-day period and we will have the sole right to decide whether to revert to the original Terms of Service or insist on the changed Terms of Service and permit you to terminate the
Agreement without cause and without penalty.
6.2 Changing the Order Schedule. You may add or
remove Services during the Term at any time provided that we agree to such changes. We reserve the right to
change our fees and/or introduce new charges at any
time with at least 30 days prior notice to you, which
notice may be provided by email. Regardless of
whether our discussion with you about changes in
Services occurred verbally or in writing, we will
document any Service changes in an updated invoice
which we will send to you for review. If you disagree
with the Service change, as reflected in the invoice,
please notify us immediately.
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@ VERMONT SYSTEMS
If you pay the updated invoice, accept the benefits of
any added Services, or fail to object to the updated
invoice within 14 days after you receive it, we will
consider you to have accepted the changes, which will
be considered a valid modification of any Order
Schedule then in place (which will, in turn, update the Agreement automatically).
6.3 Other Changes to the Agreement. Except as
otherwise described in this Section, no modification of the Agreement will be binding unless in writing and
manually signed by an authorized representative of the
parties.
7. CUSTOMER DATA.
7.1 Customer Data Generally. You represent and
warrant that 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). Except as
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.
7.2 Hosting Obligations. Hosting of Customer
Data on VS-controlled servers and systems does
not come standard with all Agreements;
Customers must specifically contract for hosting
services and pay all associated Hosting Fees. IF
VS CUSTOMER DOES NOT SELECT VS's HOSTING
SERVICES, AND INSTEAD CHOOSE TO HOST
CUSTOMER DATA ON ITS OWN SYSTEMS AND
SERVICES, THEN WE MAKE NO WARRANTIES
AND DISCLAIM ALL LIABILITY ASSOCIATED WITH
SUCH CUSTOMER DATA OR CUSTOMER'S OWN
HOSTING ACTIVITIES, INCLUDING (BUT NOT
LIMITED TO)
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INCIDENTS RESULTING IN DATA BREACH,
MISAPPROPRIATION OF CUSTOMER DATA, VIOLATIONS
OF PRIVACY RIGHTS, AND/OR ANY OTHER SITUATION
RESULTING IN DAMAGES OR MONETARY LOSS ARISING
OUT OF OR RELATING TO THE HOSTING OR STORAGE OF
CUSTOMER DATA.
If Customer chooses VS for hosting services, and we
actually store Customer Data on a VS- controlled
system or service, then, in addition to those terms
and conditions described in our Privacy Policy, and
provided Customer remains current in its payment of
Hosting Fees and otherwise compliant with the
Agreement, then 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:
{a) maintain a comprehensive data 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 (b) provide our hosting services in a good and workmanlike manner; and (c) offer hosting services which, to the best of our knowledge, comply with applicable local, state or federal laws. The limited representations and
warranties described herein shall be subject to any other limitations of liability described by the Agreement.
7.3 Return of Customer Data. If we are providing you with hosting services, then you shall have access to your
Customer Data (including Patron Data, as applicable) for the duration of the Term, subject to the terms and conditions of the Agreement. Upon termination of the Agreement, or
where you properly cancel hosting services during the Term, your access to any VS-hosted Customer Data will end
immediately on the same day in which you cancel or
terminate the Agreement;
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provided, however, that you may request continued
access to your Customer Data for a period not to exceed 30 days (unless we specifically agree otherwise) and
subject to additional fees for the limited purpose of
transferring your Customer Data to your own systems
or servers. Upon termination of the Agreement, or
cancellation of your hosting services with us, we may,
but shall not be required to, store or hold your
Customer Data on our servers at our cost and expense,
or immediately destroy your Customer Data unless
prohibited by applicable law. Notwithstanding the
foregoing, we reserve the right to maintain a copy of
any other record, book, file and other data, as specified in the Agreement and in such detail as shall properly
substantiate claims for payment, for a minimum of one
(1) year beginning on the first day after the Agreement is properly terminated, or for such longer period as may be necessary for the resolution of any dispute,
negotiation, audit, or other inquiry involving the
Agreement.
8. SPLASH PAGE. 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 you with 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 any
related 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.
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Any VS-supplied Hardware will include warranties from the manufacturer or distributor, as applicable, for a specific period. We offer no warranties on Hardware.
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 to additional charges on a "time and materials" basis at our standard rates. Based upon on 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. We also
offer access to online training materials, including user reference manuals, installation planning guides, report listings, "FasTrac" how-to videos, online help, and a sample training database with tutorials. You may request follow up or additional trainings at our then-current hourly rates, and subject to scheduling availability. Unless we agree otherwise, any additional training will occur online
(remote). You may request on-site training at our then current day rates, subject to scheduling availability. 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/or remote training booked over a weekend or holiday may be subject to additional charges
11. CUSTOMER SUPPORT. 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.
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The VS support documentation library is accessible
through the VS website and includes access to user
reference manuals, installation planning guides, report listings, online help, and a sample training database
with tutorials. Customers can print any number of
copies needed to train staff and manage their business
operation. Customers can access support channels
online, 24 hours a day, 7 days a week. VS's standard
support services are included with Customer's payment
of Software Fees.
Additionally, our customers will receive access to our
award-winning "Support Desk," includes phone and chat
support with a live VS support agent.
Customers receiving support shall be responsible for
paying Support Fees as described in the Order Schedule.
The Support Desk is open for call-in phone support five (S) days a week, Monday through Friday, 8 am ET to 8
pm ET; real-time chat support is available five (5) days a week, Monday through Friday, 8 am ET to 5 pm ET.
Support includes online portal case creation, email
assistance and call-back services, and Customer ability to partake in remote-in live support services via Zoom, Microsoft Teams or Beyond Trust when applicable.
11.1 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 8 am ET, Monday through Friday,
and Saturday, Sunday and holidays, 24 hours, 7 days 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
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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; 0) purchase installation or configuration of SSL certificates for on- premises
configurations; and (k) data entry or database
management. VS may provide some of these Services
under a separate engagement, the terms of which should
be agreed upon and documented in a signed Statement of
Work.
11.2. Remote Access Authorization. We will provide you
with ongoing support or updates for the proper
functioning of our Services, including the Software, which we can only provide or make available through remote
access to your technology systems. By using our Services, or accessing our Software, you expressly authorize us to access your technology systems remotely for the limited purpose of providing you with any support or updates
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. Our right of remote access as described herein shall be deemed a continuing right until such time as the Agreement terminates, for any reason. 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. To be eligible for Payment
Services, you must complete our Sub-Merchant Application and submit it to VS Company underwriting for approval.
Once accepted, your Sub-Merchant Application will
convert to a Sub- Merchant Agreement, inclusive of the
Sub- Merchant Application and Agreement (SMAA) and our
Payment Service Terms and Conditions, which shall be
considered part of the Agreement.
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..a) VERMONT SYSTEMS
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
engagement, multiplied by a fixed hourly rate. If we
underestimate the fees for Professional Services based
on work actually performed, you will be responsible any cost overruns at the same 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 Service hours 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. We will consider all suggested improvements to
the Services, and, as we determine, will incorporate any approved items to our development roadmap. 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 which you can accept
or reject. 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.
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15.1 What Belongs to VS. We reserve all title and interest to our Intellectual Property Rights. We alone own our
Intellectual Property Rights, in addition to any
suggestions, ideas, enhancement requests, feedback,
recommendations, or other information provided by you
or any other party relating to our Services. In addition, we retain all rights, title and interest in and to our Software and any splash page designs that we may create and/or
maintain on your behalf and license to you. The Vermont Systems™, VS"'' 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.
15.2 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. A party (the "Receiving Party")
shall not disclose the disclosing party's (the "Disclosing Party") Confidential Information to any 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
Information to the limited extent required (a) 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 (b) to establish a party's rights under this Agreement, including to make required court filings.
Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire
9 ©RecTrac, LLC All rights reserved.
~ VERMONT SYSTEMS
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 termination 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 information regarding
students, parents, guardians, faculty, donors,
employees, staff, alumni (collectively, "Educational
Information") that may be covered by 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. LIMITED WARRANTIES. We represent and
warrant that (a) we own the appropriate rights to
license and/or sublicense our Services (including the
Software); (b) the Services (including the Software) will conform with any then-available published
specifications; (c) to the best of our knowledge, our
Software is free of any viruses, Trojan horses, malware, spyware, ransomware or other harmful code; and (d)
that there have been no violations of copyrights or
patent rights in connection with the Services (including the Software) offered . We do not warrant that the
Services (including the Software) will be entirely free from defect or error. EXCEPT AS SPECIFICALLY STATED
HEREIN, THE SERVICES (INCLUDING THE SOFTWARE)
ARE BEING PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND. EACH PARTY HEREBY
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED. No
advice or information, whether written or oral, obtained from us, or any member of our Team, will create any
warranty not expressly made . If you are
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a California resident, you waive California Civil Code§ 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
19. LIMITATIONS OF LIABILITY.
19.1 EXCLUSIVE REMEDY. YOUR EXCLUSIVE REMEDY
FOR ANY FAILURE OF OUR OBLIGATIONS UNDER THE
AGREEMENT SHALL BE YOUR RIGHT TO TERMINATE THE
AGREEMENT FOR CAUSE AND WITHOUT PENALTY, AND
ANY CREDITS WHICH MAY BE DUE UNDER AN APPLICABLE
SERVICE LEVEL AGREEMENT (IF A SERVICE LEVEL
AGREEMENT IS OFFERED AS PART OF THE AGREEMENT).
19.2 EXCLUDED DAMAGES. IN NO EVENT SHALL WE BE
LIABLE OR RESPONSIBLE TO YOU FOR ANY TYPE OF
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST
REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR
INTERRUPTION OR LOSS OF USE OF SERVICES OR
EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER ARISING UNDER A THEORY
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE.
19.3 DAMAGES CAP. IN NO EVENT SHALL OUR LIABILITY
TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES
EXCEED THE AMOUNT OF FEES YOU ACTUALLY PAID TO
US FOR SERVICES IN THE THREE (3) MONTH PERIOD
DIRECTLY PRIOR TO THE ACTION GIVING RISE TO ALLEGED
LIABILITY.
19.4 TIME LIMITATION. YOU FURTHER AGREE THAT ANY
CLAIM WHICH YOU MAY HAVE AGAINST US MUST BE
FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE,
OTHERWISE THE CLAIM SHALL BE PERMANENTLY
BARRED.
19.S MATERIALITY. THE LIMITATIONS IN THIS
SECTION ARE A MATERIAL BASIS OF THE BARGAIN,
AND THE TERMS OF THE AGREEMENT WOULD BE
DIFFERENT WITHOUT SUCH LIMITATIONS.
10 ©RecTrac, LLC All rights reserved.
@ VERMONT SYSTEMS
THE LIMITATIONS IN THIS SECTION ARE INTENDED TO
APPLY WITHOUT REGARD TO WHETHER OTHER
PROVISIONS OF THE AGREEMENT HAVE BEEN
BREACHED OR HAVE PROVEN INEFFECTIVE. MULTIPLE
CLAIMS WILL NOT ENLARGE ANY DAMAGES CAP
DESCRIBED HEREIN.
20. INDEMNIFICATION. You shall indemnify and
defend us (including any member of our Team) and hold
us harmless against any claim, suit, demand or
proceeding ("Claim") that arises from your actions, your use or misuse, of the Services (including, but not limited to, the Software); your breach of the Agreement or
these Terms of Service; or your infringement on
someone else's rights, including but not limited to, third party intellectual property rights. We reserve the right to handle our own legal defense however we see fit,
even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
Our indemnity rights shall include all costs associated with the Claim or Claims, including attorneys' fees, court costs, dispute resolution costs, and/or fees associated with collection.
21. DISPUTE RESOLUTION. Many concerns can be
resolved by calling us at (877) 883-8757. 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.
21.1 Definition. "Claim" means any current or future
claim, dispute or controversy relating in any way to our Agreement. Claim includes (a) initial claims,
counterclaims, cross-claims and third-party claims; (b) claims based upon contract, tort, fraud, statute,
regulation, common law and equity; and
(c) claims by or against any third party using or
providing any product, service or benefit in connection with our Agreement or the Software.
21.2 Claim Notice. Before beginning a lawsuit,
mediation or arbitration, you and we agree to send
a notice (a "Claim Notice") to each party against
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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 be
sent to Vermont Systems, Inc., ATTN: Legal, 12 Market
Place, Essex Junction, VT 05452.
21.3 Mediation. Before beginning mediation, you or we
must first send a Claim Notice. Within 30 days after
sending or receiving a Claim Notice, you or we may submit the Claim for mediation. Mediation fees will be split
equally, and the location for mediation shall be mutually decided between you and us. All mediation-related
communications are confidential, inadmissible in court and not subject to discovery. All applicable statutes of
limitations will be tolled until termination of the
mediation. Either you or we may terminate the mediation at any time. The submission or failure to submit a Claim to mediation will not affect your or our rights to elect
arbitration.
21.4 Arbitration. You or we may elect to resolve any
Claim by individual binding arbitration. This election may be made by the party asserting the Claim or the party
defending the Claim. Claims will be decided by one neutral arbitrator who will be a retired judicial officer or an attorney with at least 10 years of experience; however, if we both agree, we may select another person with
different qualifications. If arbitration is chosen by any party, neither you nor we will have the right to litigate that claim in court or have a jury trial on that claim. Further, you and we will not have the right to participate in a
representative capacity or as a member of any class
pertaining to that claim. The arbitrator's decisions are enforceable as any court order and are subject to very
limited review by a court. The arbitrator's decision will be final and binding. Before beginning arbitration, you or we must first send a Claim Notice. The party electing
arbitration must choose to arbitrate either before JAMS or AAA. This arbitration provision is governed by the FAA. You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees).
We will be responsible for our arbitration fees.
11 © Rec Trac, LLC All rights reserved.
~ VERMONT SYSTEMS
22. NOTICES; GOVERNING LAW; JURISDICTION.
22.1 General. Whom you are contracting with under
this Agreement, whom you should direct notices to
under this Agreement, what law will apply in any
lawsuit arising out of this Agreement, and which court
can adjudicate any such lawsuit to this Agreement are
as follows:
Whom you are
contracting
with:
Notices to be
sent to:
Governing law
is:
Courts having
exclusive
jurisdiction are:
RecTrac, LLCd/b/a Vermont
Systems
12 Market Place
Essex Junction, VT 05452
[email protected]
Vermont
State courts of Chittenden
County, Vermont, or the
U.S. District Court for
Vermont
22.2 Manner of Giving Notice. Except as otherwise
specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be
deemed to have been given upon (a) personal delivery;
(bl the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be
addressed to the designated contact person identified
in the Services Agreement at the email address or
physical address listed.
22.3 Agreement to Governing Law and Jurisdiction.
Each party agrees to the applicable governing law
above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
22.4 Waiver of Jury Trial. Each party hereby waives
any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
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23. GENERAL PROVISIONS.
23.1 Privacy Rights. You are required to comply with our Privacy Policy. which may be revised from time to time, and which is expressly incorporated into the Agreement.
23.2 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 or your IT infrastructure. You shall be required to comply with our technical specifications.
23.3 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.
23.4 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/or fiduciary relationship between you and us.
23.5 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's status, political affiliation, or disabilities. Specifically, we will abide 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's Readjustment Assistance Act of 1974; Title IX of the Education Amendments of
1972, and the Fair Housing Act of 1968, as amended.
12 © Rec Trac, LLC All rights reserved.
@ VERMONT SYSTEMS
23.6 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's denied- 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.
23.7 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.
23.8 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.
23.9 Waiver; Cumulative Remedies. No failure or
delay by either party in exercising any rights under the 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.
23.10 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 its entirety without your
consent, to our affiliates or in connection with a
merger, acquisition, corporate reorganization, or sale of all or substantially all of
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our assets not involving one of your direct competitors.
Subject to the foregoing, the Agreement shall bind and
inure to the benefit of the parties, their respective
successors and permitted assigns.
23.11 Force Majeure. We 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; national emergency; 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.
23.12 Survivability. Even if you terminate the Agreement with us, the following sections of the Agreement will still apply: Terms of Service Section
7.2 (Hosting Obligations); Section 16 (Confidentiality); Section 17 (Protection of Educational Information); Section 18 (Limited Warranties); Section 19 (Limitations of
Liability); Section 20 (Indemnification); Section 21 (Dispute Resolution); Section 22 (Notice; Governing Law;
Jurisdiction); Section 23.8 (Legal Advice); Section
23.11 (Force Majeure) and Section 23.16 (Entire
Agreement; Priority of Documents).
23.13 Severabillty. 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
13 ©RecTrac, LLC All rights reserved.
~ VERMONT SYSTEMS
enforce it in its altered form for all purposes
contemplated by the Agreement.
23.14 Headings. The bolded headings contained in
the Agreement are for convenience of reference 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.
23.15 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 drafting party shall not be applied in the construction or interpretation of the Agreement.
23.16 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. 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.
23.17 Electronic Signature. The Agreement may be
executed in any number of counterparts, each of which
when executed shall be deemed an original, but such
counterparts together shall constitute one 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.
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23.18 Consent to Do Business Electronically. By signing the Services Agreement, you consent to do business
electronically, which means 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 mailing address or 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.
APPROv .rlD AS TO
~~ C..I'~ ~{o ~ IC,,
14 © Rec Trac, LLC All rights reserved.
...1
~ VERMONT SYSTEMS
I
SERVICE LEVEL AGREEMENT (SUPPORT)
At Vermont Systems, we highly value our customers and are dedicated to delivering top-quality support services to 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 proficient team 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 specifically described in this Service Level Agreement for Support ("Support SLA") shall have the meanings as set forth in Section 1 of the Terms of Service or elsewhere in the Agreement. r
1 ELIGIBILITY. This Support SLA shall apply only to Customers receiving Vermont Systems' Support Desk, including "live" support channels by phone or chat. 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 of case priorities have been identified:
*Final determination of priority will be agreed upon by the case contact(s) and Vermont Systems.
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. Examples include: Software crashes or goes Priority 1 Critical off-line; functionality critical to business operation not available; data breach l
or loss of Customer Data.
Significant business impact occurs on a production system severely impacting business operation. End Users and Patrons are impacted by the issue but may still be able to work in a limited capacity within the Software. Examples Priority 2 Major include significant performance degradation; functionalities important to business operation not available; loss of Software functionality has an escalating impact on business operations.
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 Priority 3 Medium Users and/or Patrons are affected.
Issues occurring on a non-production system in the Software. Examples Priority4 Low include: a question, comment, or enhancement.
I . ~
. ·- ---
©2023 by Vermont Systems
1 ~ VERMONT SYSTEMS
3 RESPONSE TIMES. VS will respond and escalate support issues in accordance with the table below.
All days referenced below are business days.
Initial Response
Escalation Stage
Priorityl
(within)
1 hour
Priority2
(within)
4 hours
Priority3
(within)
24 hours
Priority4
(within)
48 hours
VS will escalate within the operations team. Operations will engage development resources as needed. Notification will be made to Operations leadership for issue awareness.
Communication cadence on specific cases will be defined by the case contact(s) and Vermont Systems on a case-by-case scenario. _ ..,. ______ -~ --- --- ' ·----- ~
4 CUSTOMER REPORTING CHANNELS; PROCESS. Support Desk Customers experiencing support issues must report customer support 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 c) Email: [email protected]
d) Customer support line: 877-883-8757, leave voicemail, (monitored during business hours only). 8AM - 8PM eastern time, Monday - Friday.
• After-Hours Emergency Support: Leave voicemail at 802-490-1911 - receive VS Support response within 15 minutes . (After hours emergency support fees apply) All issues or questions reported to support are tracked with a support case that contains at a minimum the Customer account name, contact person, software product and version, 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 the next case issue based on priority. While reviewing the case issue, the assigned support person will contact the Customer, if additional information is needed. 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 needs to 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 on the nature and complexity of the issue. Customer may view the development status at anytime.
2 ©2023 by Vermont Systems
~ VERMONT SYSTEMS
Vermont Systems Cloud Services Hosting
Feature Checklist
11/20/2023
12 Market Place, Essex Junction, VT 05452 I 877-883-8757 @ VERMONT SYSTEMS
Vermont Systems Cloud Services Hosting Feature Checklist Copyright Information
© 2023 by Vermont Systems
This document is the property of Vermont Systems and is provided in conjunction with an agreement between the customer and Vermont Systems for Licensed Software or Software as a Service (Saas). The document(s) and software referred to in this publication may not be copied, distributed, electronically transmitted, posted on the web or altered in any way without the express written consent of Vermont Systems. The information contained in this document is subject to change without notice .
Vermont Systems
12 Market Place
Essex Junction, VT 05452
www.vermontsvstems.com
©2023 by Vermont Systems 2
~ VERMONT SYSTEMS
Vermont Systems Cloud Services Hosting Feature Checklist Introduction
Vermont Systems Cloud Services - Hosting
Vermont Systems Hosting is a comprehensive cloud-based service, alleviating the pressure and dependence on IT for the technological aspects of Vermont Systems Software deployment. We have been providing secure and reliable cloud services for more than a decade. Our cloud service offerings are exclusive to the Vermont Systems application suite and integrated partner services. The expert Hosted Services Team at Vermont Systems will maintain a safe and secure environment with 24/7 support, so you will have continuous access to your application. Minimize the management of your IT infrastructure by using our professional Cloud Hosting services.
Cloud Services - Hosting Feature Checklist
Vermont Systems {VS) Hosting offers Standard or Premium service. The feature checklist below outlines the features of each service:
Item Standard Hosting Premium Hosting
• VS Cloud hosting is priced as a flat rate, monthly fee that is based on the service option selected (Standard or Premium) and number of Rec Trac concurrent users. Yes Yes • Hosting servers managed by VS in two secure data centers: one located in the eastern region and the second located in the western region of the United States. All server operating system maintenance is provided by VS professionals.
Yes Yes
• N+l application architecture ensuring resiliency and system availability. Yes Yes • Progress OpenEdge Replication provides near real-time database disaster recovery capabilities at an alternate site, maintaining data integrity between Yes Yes source and target databases.
• Progress Transparent Data Encryption (TDE) is used to encrypt all tables, fields, and indexes in the database to protect from unauthorized access, while data is at Yes Yes rest.
• Monthly third party internal vulnerability and PCI scan provided by Trustwave. Yes Yes • Monthly third party external vulnerability and PCI scan provided by Trustwave. Yes Yes • Quarterly external penetration tests provided by Trustwave. Yes Yes • Semi-annual internal penetration tests provided by Trustwave. Yes Yes • Antivirus (AV) with integrated File Integrity Monitoring (FIM). Yes Yes • Security Information Event Monitoring (SIEM) 24/7 /365. Yes Yes • Third party automated application availability checks provided by Site 24x7 every minute via multiple locations across the US. lmin 1 min • All VS application upgrades will be performed by VS Hosting Team. If these upgrades involve "planned" downtime, they will be coordinated to occur during off-peak hours. Typically, planned downtime for software upgrades will occur after 11:30 ET for the Eastern data center and 11:30pm MT for the Western data Yes Yes center. There may be instances where there is deviation to the start time, but this will be communicated at least 7 days in advance.
©2023 by Vermont Systems 2
~ VERMONT SYSTEMS
Vermont Systems Cloud Services Hosting Feature Checklist Item Standard Hosting Premium Hosting
• Recovery Point Objectives (RPO): After Image (.Al) notes window in minutes .
These notes reduce the potential data loss if a system failure takes place. A lower value equates to greater "insurance coverage ." This coverage extends 180 60 backwards 7 days from the current day.
• Recovery Time Objectives (RTO): Maximum recovery time associated with any unplanned outage at Primary data center. 12 hrs 2 hrs
• Recovery Time Objectives (RTO): Maximum recovery time associated with any unplanned outage attributed to VS data center services or VS application infrastructure that requires switching to a Secondary data center. This would 16 hrs 6 hrs only occur if the Primary data center outage is expected to exceed 8 hours, and is not intended to be utilized as an on request service. • Daily Database Backups are performed by VS on a rolling 7 day basis. In addition, VSI maintains a rolling quarter-end backup and a rolling annual backup for three Yes Yes years. • ODBC Connection for third party access to reporting database updated near real- time to accommodate dashboards and custom reporting. Unavailable Yes • 24/7 Pager Support related to hosting issues included at no additional charge.
Hosting support ends at the RecTrac login screen. Then standard application software support services apply, as soon as a user can login into RecTrac or other Yes Yes VS application software.
• RecTrac LIVE (production) to RecTrac DEMO (training) database copies performed by VS Hosting Team every Tuesday and Thursday. Yes Yes The following services are additional costs and are outside of the VS Cloud Hosting Service:
• Application software & database License & Annual Maintenance fees and/or Application software & database Saas (Subscription) fees
• End-user Training (remote or on-site)
• Hardware purchases (such as cash drawers, credit card readers, printers, touch screens, etc) • Shippingfees
• Travelexpenses
• Database schema training associated with an ODBC connection. Any assistance provided to a customer helping them to understand tables and fields in a VS database, so that they can create an external dashboard, report, export or similar result is chargeable ©2023 by Vermont Systems 2