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HomeMy WebLinkAboutContracts & Agreements_190-2024• ••• '• ty • tecer hnologies LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and the City of Redlands, a municipal corporation. WHEREAS, Client and Tyler were parties to an agreement dated April 16, 2019 (the "License Agreement"), under which Tyler granted Client a limited license to the Tyler Software known as Enterprise Resource Planning;" WHEREAS, under the License Agreement Client's perpetual licenses to the Tyler Software listed above are fully paid for; WHEREAS, under the License Agreement Tyler also provided Client maintenance and support services, subject to annual maintenance and support fees; WHEREAS, Tyler and Client desire to terminate the License Agreement and replace it with this Agreement effective April 16, 2024, to restate the terms of its license grant and, on a term beginning April 16, 2024, for Tyler to provide and Client to receive and pay for continued maintenance and support services from Tyler as set forth in the Investment Summary under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A— DEFINITIONS • "Agreement" means this License and Services Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means the City of Redlands, California. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Named Users" means the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules identified in the Investment Summary, if any. • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. Eyler • "Effective Date" means April 16, 2024. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Maintenance and Support Agreement" means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. • "Order Form" means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • `Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • 'Third Party SaaS Services" means software as a service provided by a third party, if any, identified in the Investment Summary. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties' products or services, as applicable, and attached as indicated at Exhibit D. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • 'Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B—SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We continue to grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 'of 00. G�flf�.P,. 1.2 Without limiting the terms of Section 2.1, you understand and agree that the Tyler Software set forth in the Investment Summary as subscription or software as a service ("SaaS") do not include perpetual rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement in Exhibit E. 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.7 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. 1.8 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 2. License Fees. There shall be no further license fees owed by you for the Tyler Software you licensed purchased under the Initial Agreement. Should you license additional Tyler Software through this Agreement or by subsequent amendment thereto, you agree to pay us the license fees in the amounts set forth in the applicable Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. • Isrn V:.d.ef SECTION C— PROFESSIONAL SERVICES 1-A. The parties acknowledge that, as of the Effective Date, this Agreement does not include professional services. If professional services are sought in the future, they will be subject to the terms and conditions of this Section C as well as the remainder of this Agreement: 1. Services. We will provide you the various implementation -related services itemized in the Investment Summary and the applicable Statement of Work, if any. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required forthe project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If you cancel services less than three (3) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within three (3) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required forthe installation and operation of the Tyler Software and any Third Party Products. 7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable tyler for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. SECTION D — MAINTENANCE AND SUPPORT If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then -current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION E —THIRD PARTY PRODUCTS To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply: 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non -transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms. 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary. i .�.'tyler .a 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee. 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. 5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directlyto us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F— INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all •.:•. tyler ♦ a°a services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION G —TERMINATION 1. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section F(2). 1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section 1(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section 1(3). 1.2 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more. 1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. SECTION H — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for ••,;. tyler y you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either' (a) procure the right to continue its use; (b) modify it to make it non -infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the date the Tyler Software was originally licensed. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALLOTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN -CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH *66 tyler SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2). S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 annual aggregate; (b) Automobile Liability of at least $1,000,000 combined single limit; (c) Professional Liability of at least $1,000,000 per claim made and $2,000,000 annual aggregate; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance. SECTION I — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary fortwelve (12) months from the Effective Date, and thereafter at our then -current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will .:. tyler 0..4 a,. reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. S. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Maieure. Except foryour payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. ••,:,, tyler 10 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) Is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. <. tyler 11 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler's Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler's Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service in Exhibit F. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. 23. Contract Documents. This Agreement includes the following exhibits: Exhibit Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Maintenance and Support Agreement Schedule 1: Support Call Process Exhibit D Third Party Terms Exhibit E Tyler SaaS Services Terms Schedule 1: Service Level Agreement Exhibit F Data & Insights SaaS Services Terms of Service Exhibit G ThinPrint Terms Exhibit H DocOrigin Terms •1A, tylere 12 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. By: Name: Tina Mize Title: Group General Counsel Date: October 7, 2024 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer 13 Cif By N� Title: Mayor f Date: + b — 1 15 ~2—± _ Address for Notices: City of Redlands 300 E. State Street, Suite 690 Redlands, CA 92373 Attention: Attest: r g�A'� Jeanne onaldson, City Clerk tyler Exhibit A • •••'•0I.,. ty ler • technologies Exhibit A Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. 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Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you forthe applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. Tyler Software. 1.1. License Fees: License fees are invoiced as follows: 100% on the Effective Date. 1.2. Maintenance and Support Fees: Year 1 maintenance and support fees are due on the Effective Date. 1.3, SaaS& Subscription Fees: Year 1 SaaS (including hosting) fees and subscription fees are due on the Effective Date. Your annual SaaS fees and subscription fees for the initial year one term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees and subscription fees will be at our then -current rates. 1.4. Tyler will not increase annual maintenance and SaaS fees by more than five percent (5%) per year for four (4) one (1) year renewal terms. 2. Other Tyler Software and Services. 2.1. Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.2. Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed -fee services, they will be invoiced 50% upon delivery of the best practice recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 2.3. Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement. a*-'. tyler Exhibit B Z.S. Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. 3. Third Party Products and Hardware. 3.1. Third PartySoftwore License Fees: License fees for Third Party Software, if any, are invoiced when we make it availableto you for downloading. 3.2. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when we make it available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then -current rates, upon each anniversary thereof. 3.3. Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4. Hardware Maintenance: The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then -current rates, upon each anniversary thereof. 3.5. Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream. 3.6. Third PartySooS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party's then -current rates. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (order, call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and may be increased by Tyler upon notice of no less than thirty (30) days. Expenses. The service rates in the investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. •0B Eyler .,•,O� • ••'• tyler • technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travei A. Reservations & Tickets Exhibit B Schedule 1 The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive flours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost -savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. ;:. tyler Exhibit B Schedule 1 2. Ground Transportation A. Private Automobile Mileage Allowance— Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. ••-0 tyler Exhibit B Schedule 1 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day Return before 12:00 noon Return between 12:00 noon & 7:00 p.m Return after 7:00 p.m.* Lunch and dinner Dinner Breakfast Breakfast and lunch Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. .. Eyler 3 Exhibit B Schedule 1 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. Exhibit C • •••'•• tyler • technologies Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date and remains in effect for one (1) year. The City will have the option to renew the Agreement for four (4) additional one (1 )- year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then current term. Client may indicate its desire to renew this Maintenance and Support Agreement by paying the applicable renewal invoices issued by Tyler. Maintenance and Support fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then -current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. tyler. Exhibit C 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self -hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non -Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third -Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer, (f) support outside our normal business hours as listed in our then -current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at ourthen current rates. You must request those services with at least one (1) week's advance notice. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C as Schedule 1. •%0. tyler Exhibit C Schedule 1 • •••'•• 0 W. tyler • technologies Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) —for less urgent and functionality -based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most "how-to" and configuration - based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email —for less urgent situations, users may submit emails directly to the software support group. (3) Telephone — for urgent or complex questions, users receive toll -free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com —for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community —provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University — online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. ••:,:e® tyler Exhibit C Schedule 1 We will also make commercially reasonable efforts to be available for one pre -scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. incident Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler's Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client's needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a "confirmed support incident" mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets" Support incident that causes (a) Tyler shall provide an initial response to Priority Level complete application failure or 1 incidents within one (1) business hour of receipt of application unavailability; (b) the incident. Once the incident has been confirmed, 1 application failure or unavailability in Tyler shall use commercially reasonable efforts to Critical one or more of the client's remote resolve such support incidents or provide a location, or (c) systemic loss of circumvention procedure within one (1) business multiple essential system functions. day. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. Support incident that causes (a) Tyler shall provide an initial response to Priority Level repeated, consistent failure of 2 incidents within four (4) business hours of receipt of essential functionality affecting more the incident. Once the incident has been confirmed, than one user or (b) loss or corruption Tyler shall use commercially reasonable efforts to 2 of data. resolve such support incidents or provide a High circumvention procedure within ten (10) business days. For non -hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. -.41% tyfer Exhibit C Schedule 1 Priority Level Characteristics of Support Incident Resolution Targets' Priority Level 1 incident with an Tyler shall provide an initial response to Priority Level existing circumvention procedure, or 3 incidents within one (1) business day of receipt of a Priority Level 2 incident that affects the incident. Once the incident has been confirmed, only one user or for which there is an Tyler shall use commercially reasonable efforts to 3 existing circumvention procedure. resolve such support incidents without the need for a Medium circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 non -essential functionality or a 4 incidents within two (2) business days of receipt of Non cosmetic or other issue that does not the incident. Once the incident has been confirmed, critical qualify as any other Priority Level. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. 'Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client's database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Tyler's support team must have the ability to quickly connect to the Client's system and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. .° • °.° tyler ••.. Exhibit D • •••'••tyier .... technologies Exhibit D Third Party Terms Thin Print Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway set forth in Exhibit G. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement set forth in Exhibit H. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. tyler Exhibit E 00 ••00•®tyler ❖ • technologies Exhibit E Tyler SaaS Services Terms Tyler SaaS Services (also referred to as Hosting Services) for the Tyler Software will be provided subject to the following terms and conditions. Unless expressly stated herein, these terms apply to the Tyler Software included in the Order Form but are subject to comparable terms in the Base Agreement, with the Base Agreement governing in the event of conflict. Section A — Definitions ■ "Base Agreement" means the agreement executed by you and Tyler to which you are adding Tyler SaaS Services through signature upon an Order Form. For the avoidance of doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired. ■ "Data" means your data necessary to utilize the Tyler Software. ■ "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. ■ "Defined Users" means the number of users that are authorized to use the SaaS Services. The Defined Users for the Base Agreement are as identified in the Investment Summary. ■ "Effective Date" means, for the purposes of these Tyler SaaS Services Terms, the date of signature on the Order Form. ■ "Hosting Fees" means the fees for the SaaS Services identified in the Investment Summary. Hosting Fees may also be referred to as SaaS Fees. ■ "Order Form" means an ordering document that includes a quote, investment summary or invoice and specifying the SaaS Services and related items to be provided hereunder that is entered into between Client and Tyler, including any addenda and supplements thereto. ■ "SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services may also be referred to as Hosting Services. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. ■ "SLA" means the Service Level Agreement. A copy of our current SLA is attached hereto as Schedule 1. ■ "Tyler" means Tyler Technologies, Inc., a Delaware corporation. ■ "we", "us", "our" and similar terms mean Tyler. ■ "you" and similar terms mean Client. Section B -- SaaS Services Applicable to Tyler Software 1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in the Base Agreement. % tyler Exhibit E 2. Hosting Fees. You agree to pay us the annual Hosting Fees. Those amounts are payable as set forth in Section D below, subject to any payment terms included in the Order Form. The Hosting Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity at then -current rates. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. a. We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under the Base Agreement. b. The Documentation is licensed to you and maybe used and copied by your employees for internal, non-commercial reference purposes only. c. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in the Base Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by the Base Agreement. 5. SaaS Services. a. Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. b. You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. c. Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design's capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disasterwe declare, said declaration will not be unreasonably withheld. d. In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. e. We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the ty(er., Exhibit E event that any unauthorized access to your databases) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. We test our disaster recovery plan on an annual basis. Our standard test is not client -specific. Should you request a client -specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. g. We will be responsible for importing back-up and verifying that you can log -in. You will be responsible for running reports and testing critical processes to verify the returned Data. h, We provide secure Data transmission paths between each of your workstations and our servers. i. Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. j. Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tV[ertech.com/about- usZcompliance, and in the event of any change in our status, will comply with applicable notice requirements. Section C --- SaaS Term and Termination of SaaS Services Term. Unless otherwise stated in an Order Form, the term for Tyler SaaS Services will commence on the first day of the first month following the Effective Date and will remain in effect until the end of the then -current annual maintenance and support term for the Tyler Software provided pursuant to the Base Agreement. Thereafter, Client will have the option to renew the SaaS term for four (4) additional one (1) year terms at our then -current Hosting Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current term. Client may indicate its desire to renew the SaaS term by paying the applicable renewal invoices issued by Tyler. Your right to access or use the SaaS Services will terminate at the end of the term for SaaS Services. Failure to Pay Hosting Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of the Hosting Fees. If you fail to timely pay the Hosting Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate the Base Agreement if you don't cure such failure to pay within forty-five (4S) days of receiving written notice of our intent to terminate. Section D — Payment of Fees 1. Hosting Fees. Hosting Fees are invoiced in advance, beginning with the commencement of the SaaS Term as defined above. Subsequent annual Hosting Fees are invoiced annually, in advance. Your fees for each subsequent year will be set at our then -current rates. 2. Transaction Fees. To the extent your Base Agreement or Order Form includes transaction fees, Tyler will invoice those on a quarterly basis. Transaction fees may be updated upon advance notice. tyler Exhibit E Schedule 1 — Service Level Agreement Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process, Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability— Downtime) _ Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations. C. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. ••,,. tyler Exhibit E In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Client Relief Schedule Actual Attainment Client Relief 99.99%- 99.70% Remedial action will be taken 99.69%- 98.50% 2% of SaaS Fees paid for applicable month 98.49% - 97.50% 4% of SaaS Fees paid for applicable month 97.49% - 96.50% 6% of SaaS Fees paid for applicable month 96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window. • tyler • • ••• tyler • technologies Exhibit F Data & Insights SaaS Services Terms of Service This Data & Insights SaaS Services Terms of Services governs your use of the following solutions: Property & Recording ■ Assessment Connect ■ Open Assessment Enterprise Permitting & Licensing ■ Enterprise Permitting & Licensing Business Management Feeds ■ Enterprise Permitting & Licensing Community Development Feeds ■ Community Development Executive Insights ■ Enterprise Permitting & Licensing Advanced Automation with Executive Insights ■ Enterprise Analytics and Reporting with Executive Insights ■ Business Management Executive Insights ■ Enterprise ERP Revenue Insights ■ Citizen Connect ■ Economic Intelligence Enterprise ERP ■ Enterprise ERP Analytics & Reporting w Executive Insights ■ Enterprise ERP Financial Insights - Bundled ■ Enterprise ERP Payroll & HR Insights ■ Capital Project Explorer ■ Citizen Connect ■ Data & Insights Open Data ■ Open Finance ■ Economic Intelligence ■ Executive Insights, ERP Courts & Justice ■ Court Analytics ■ eFile Analytics ■ Probation Analytics/Supervision Analytics ■ Pre-trial Analytics Public Safety ■ Public Safety Analytics ■ Law Enforcement Explorer ■ Citizen Connect ■ Law Enforcement Analytics ■ Performance Dashboards Exhibit F .,: tyler Exhibit F WHEREAS, Tyler has designed, developed, purchased or configured certain computer software systems which Tyler has designated as Data & Insights SaaS Services and has used such software in support of commercial and government programs; and WHEREAS, Client desires to acquire from Tyler and Tyler wishes to grant to Client a non-exclusive license to use the Data & Insights SaaS Services as further defined, permitted, conditioned, and restricted below. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and in consideration of covenants and obligations hereinafter set forth, the Parties agree to be bound by the terms and conditions as follows: These Data & Insights SaaS Services Terms of Service govern the use and license rights associated with the Data & Insights SaaS Services. The parties are referred to herein individually as Party or collectively as Parties. Capitalized terms used in these Data & Insights SaaS Services Terms of Service but not defined herein are defined in the Base Agreement or other agreement with us governing your use of the Tyler software and services. Section A — Definitions • "Base Agreement" means the agreement executed by you and Tyler to which you are adding Data & Insights SaaS Services through signature upon an Order Form. For the avoidance of doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired. • "API" means application -programming interface. • "Client Data" means data, datasets, files, information, content and links uploaded or provided by Client through the use of the Data & Insights SaaS Services but excluding Third -Party Services. • Confidential Information" means nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., Social Security numbers) and trade secrets, each as defined by applicable state law. • "Data & Insights Agreement" means this Data & Insights SaaS Services Terms of Service and any special conditions agreed to bythe Parties and included in the Order Form. • "Data & Insights SaaS Services" means the Data & Insights off the shelf, cloud -based software service and related services, including support services, as specified under this Data & Insights SaaS Services Terms of Service. Data & Insights SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services. • "Data Storage" means the contracted amount of storage capacity for your Client Data. • "Dataset" means physical collection of information, typically modeled as a table of rows and columns of data. • "Effective Date" means the date subscription start date identified in the Order Form or Purchase Order. • "External API Calls" means any request made by a userthat is not logged in against a SaaS Service. • "Monthly Active Users" or "Users" used interchangeably, means a user that is logged in and accesses the Data & Insights SaaS Services. • "Order Form" or "Purchase Order" means an ordering document, referencing or including a Quote or Investment Summary, specifying the Data & Insights SaaS Services and any Professional Services to be provided hereunder that is entered into between Client and Tyler, including any addenda and supplements thereto. • "Quote" or "Investment Summary" means an estimate provided by Tyler for the SaaS Services or Professional Services. • "Third -Party Data" means an aggregated dataset solution by a third -party data provider and shall be treated as Confidential Information. <® tyler Exhibit F • "Third -Party Data Purpose" means to use the Third -Party Data alone or in conjunction with other intelligence, data, or logic for internal modeling, targeting, measurement, and internal reporting solely for the benefit of the Client. • "Third -Party Services" means if any, third -party web -based services, content, or platforms, including but not limited to third party stock photos and third -party map location services, which are available at no additional charge to you through the Data & Insights SaaS Services. • "Updates" means any enhancements, additions, new releases, bug fixes, patches, modifications or other error corrections of or to the SaaS Software or Third -Party Data licensed to Client that Tyler generally makes available free of charge to licensees of the solutions. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. Section B — Data & Insights SaaS Services 1. Rights Granted. As of the Effective Date, Tyler grants to Client the non-exclusive, non -assignable limited right to use the SaaS Services on a subscription basis according to the terms of the Base Agreement and this Data & Insights Agreement. The SaaS Services will be made available to Client according to the terms of the applicable Service Level Agreement. Client may use the SaaS Services to access Updates and enhancements to the SaaS Services, as described in herein. Unless otherwise terminated, Client's right to access or use the SaaS Services will terminate at the end of the subscription period defined in the Order Form or Base Agreement, as applicable. 2. SaaS Fees and Usage Limits. Client agrees to pay the fees identified in the Order Form in accordance with Tyler's Invoicing and Payment Policy. Client acknowledges that continued access to the Data & Insights SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue your access to the Data & Insights SaaS Services. We may also terminate this Data & Insights Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. During the subscription period, Tyler reserves the right to exercise the usage limits set forth in the Order Form. If Client exceeds the contractual usage limits, Tyler may work with Client to seek to reduce Client's usage so that it conforms to that limit. If Client is unable or unwilling to abide by a contractual usage limit, or if Client wishes to increase usage limits, it will require a written contract amendment, modification, or Client will execute an Order Form for increased usage limits. 3. Ownership and Reservation of Rights. a. This Data & Insights Agreement does not provide Client with title or ownership of the Data & Insights SaaS Services, or Third -Party Data, but only a right of limited use as further delineated herein. The SaaS Services, other services, workflow processes, user interface, designs, and other technologies provided by Tyler pursuant to this Data & Insights Agreement are the proprietary property of Tyler and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain only with Tyler. Tyler reserves all rights unless otherwise expressly granted in this Data & Insights Agreement. Client may not remove or modify any proprietary marking or restrictive legends from items or services provided under this Agreement. Third -Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software, data, and documentation. b. When Client uploads or provides Client Data through the use of the Data & Insights SaaS Services, Client grants to Tyler a non-exclusive, worldwide, royalty -free, sub -licensable, and transferable license during the subscription period to use, reproduce, publicly display, distribute, modify, create derivative works of, index, and translate the Client Data as needed in response to, and as directed by, a User's use of the Data & Insights SaaS ••;.. tyler Exhibit F Services and as needed for the compliance of this Data & Insights Agreement and for the purpose of providing analytics to a User. c. Tyler may access and develop derivative data assets and insights based on combined, aggregated, anonymized views of Client Data, that Client has not made publicly available, for the purposes of providing new features and functionality, and performing aggregated statistical analysis by providing benchmarks and models. d. Client retains all ownership and intellectual property rights to the Client Data. Client expressly recognizes that except to the extent necessary to carry out our obligations contained in this Data & Insights Agreement, Tyler does not create or endorse any data used in connection with the Data & Insights SaaS Services. e. If Client provides feedback, information, and/or or suggestions about the Data & Insights SaaS Services, or any other services provided hereunder, then Tyler (and those it allows to use its technology) may use such feedback, information, and/or suggestions under a royalty -free, paid -up, and irrevocable license without obligation to Client. 4. Restrictions. a. You may not: (a) except as explicitly provided for herein, make the Data & Insights SaaS Services or Documentation resulting from the Data & Insights SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Data & Insights SaaS Services; (c) access or use the Data & Insights SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Data & Insights SaaS Services or Documentation available to any third party other than as expressly permitted by this Data & Insights Agreement; (e) use the Data & Insights SaaS Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third party rights; (f) interfere with or disrupt the integrity or performance of the Data & Insights SaaS Services (including without limitation, vulnerability scanning, penetration testing or other manual or automated simulations of adversarial actions, without Tyler's priorwritten consent); or (g) attempt to gain unauthorized access to the Data & Insights SaaS Services or its related systems or networks. b. Client acknowledges and understands that the Data & Insights SaaS Services are not designed to serve as the system of record and shall not be used in a manner where the interruption of the Data & Insights SaaS Services could cause personal injury (including death) or property damage. The Data & Insights SaaS Services are not designed to process or store data protected under the Family Education Rights and Privacy Act ("FERPA"), data from Criminal Justice Information Services ("CAS"), or other sensitive data, and by using the Data & Insights SaaS Services, Client acknowledges and agrees that Client is using the Data & Insights SaaS Services at Client's own risk and that Client is solely responsible for use of data with the Data & Insights SaaS Services in any manner that is contrary to the uses for which the Data & Insights SaaS Services are designed and offered for use in this Agreement. If Client intends to use the Data & Insights SaaS Services to store or transmit Protected Health Information (PHI), then the Parties will scope the additional usage and it will require a written contract amendment and will include a mutually agreeable Business Associate Agreement. c. Although we have no obligation to screen, edit or monitor the Client Data or Public User content posted on Data & Insights SaaS Services, if, in our reasonable judgment, we discover your use of the Data & Insights SaaS Services threatens the security, integrity, •.;�. tyler Exhibit F stability, or availability of the Data & Insights SaaS Services, or is otherwise in violation of this Data & Insights Agreement, we may temporarily suspend the Data & Insights SaaS Services, or User access thereto. Unless Client has conducted penetration testing or unscheduled performance testing, Tyler will use commercially reasonable efforts to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension. Any penetration testing or unscheduled performance testing conducted by Client will result in immediate suspension of the Data & Insights SaaS Services. 5. Access and Usage by Internal Client Users and Contractors. You may allow your internal users and third party contractors to access the Data & Insights SaaS Services and any technical or policy controls, in compliance with the terms of this Data & Insights Agreement, which access must be for your sole benefit. You are responsible for the compliance with this Data & Insights Agreement by your internal users and contractors. 6. Your Responsibilities. Client (a) must keep its passwords secure and confidential; (b) is solely responsible for all activity occurring under its account; (c) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Tyler promptly of any such unauthorized access; (d) may use the Data & Insights SaaS Services only in accordance with the Documentation; and (e) shall comply with all federal, state and local laws, regulations and policies of Client, as to its use of the Data & Insights SaaS Services, Client Data, and instructions to Tyler regarding the same. 7. Client Data Backup. The data on the Data & Insights Platform is a copy of Client Data. Any laws and regulations governing Client for retention of Client Data remains Client's responsibility. CLIENT IS SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing between Tyler and Client in the Tyler hosting Agreement. 8. Return of Client Data. Upon request, Tyler will make the Data & Insights SaaS Services available to Client to export Client Data for a period of sixty (60) days following the termination of this Data & Insights Agreement. After such sixty (60) day period has expired, we have no obligation to maintain Client Data and may destroy the Client Data. 9. Data Security Measures. In order to protect your Confidential Information, we will: (a) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (b) implement and maintain industry standard systems and procedures for detecting, mitigating, and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (c) designate an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (d) identify reasonably foreseeable internal and external risks to the security, availability, confidentiality, and integrity of Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, Security Measures). Client acknowledges and agrees that Tyler's obligations with respect to Security Measures is subject to Client Restrictions herein. 10. Notice of Data Breach. If Tyler knows that Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Data & Insights Agreement, we will alert Client of any such data breach in accordance with applicable law, and take such actions as may be necessary to preserve forensic evidence and return the Data & Insights SaaS Services to standard operability. If so required, Tyler will provide notice in accordance with applicable federal or State data breach notification laws. 11. Confidentiality. In the absence of a corresponding provision in the Base Agreement, the following provision shall apply: Each party agrees that it will not disclose any Confidential Information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or #-*- tyler Exhibit F agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Data & Insights Agreement. This obligation of confidentiality will not apply to information that: a. is in the public domain, either at the time of disclosure or afterwards, except by breach of this Data & Insights Agreement by a party or its employees or agents; b. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; c. a party receives from a third party who has a right to disclose it to the receiving party; or d. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Data & Insights Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. Section C — Warranty 1. SaaS Services Warranty. Tyler warrants to Client that the functionality or features of the Data & Insights SaaS Services will substantially perform as communicated to Client in writing, or their functional equivalent, but Tyler has the right to update functionality. The support policies may change but will not materially degrade during the term. Tyler may deprecate features upon at least 30 days' notice to Client, but Tyler will use commercially reasonable efforts to support the previous features for at least 6 months following the deprecation notice. The deprecation notice will be posted at https://support.socrata.com. Section D — Third -Party Services 1. Third -Party Services. Client may be provided with access and usage of Third -Party Services through use of the Data & Insights SaaS Services. Client may use the Third -Party Services at Client's election, but Client must agree to such Third -Party Service contracts if Client chooses to use those Third -Party Services. Third -Party Services will be solely governed by such Third -Party Service contracts and use may include separate fees and charges. Client will have access to the following Third -party Services for use within the software, however, the availability of any of these services is subject to change: ■ Getty Images: Within the platform's perspective story tool, customers have access to a library of images available for use in their story pages, terms and conditions located at http://www.gettvimages.com/connectterms. ■ Mapbox: Within the platform's visualization suite, the current mapping visualizations are powered by Mapbox, terms and conditions located at https://www.mapbox.com/legal/tos. ■ Mapquest: Geocoding provider that matches user -provided addresses with geographic coordinates for display on map visualizations terms and conditions located at http://hello.mapguest.com/terms-of-use/. 2. Disclaimer. You acknowledge that we are not the provider of any Third -Party Services. We do not warrant or guarantee the performance of the Third -Party Services. Section E — Term 1. Term. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a defined term for SaaS Services (in which case that term shall apply), the initial term of the Data & Insights Agreement is forth in the Order Form. Unless expressly indicated otherwise in the Order Form, Client will have the option to renew this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services for four (4) additional one (1) year renewal terms unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal term. Client may indicate its desire to renew this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services by paying the applicable renewal invoices issued by Tyler. Your right to access or use the Data & Insights SaaS Services or Third -Party Data will terminate at the end of this Data & Insights Agreement. - ` . tyler Exhibit F Section F — Limitation of Liability 1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS DATA & INSIGHTS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE TYLER TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE DATA & INSIGHTS SAAS SERVICES, TYLER DOES NOT GUARANTEE THAT THE DATA & INSIGHTS SAAS SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND THATTHE DATA & INSIGHTS SAAS SERVICES MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. 2. LIMITATION OF LIABILITY. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a Limitation of Liability clause (in which case that term shall apply), OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS DATA & INSIGHTS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN -CURRENT ANNUAL DATA & INSIGHTS SAAS FEES PAYABLE BY YOU. THE PARTIES ACKNOWLEDGE AND AGREE THATTHE PRICES SET FORTH IN THIS DATA & INSIGHTS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT. 3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, Section G — Additional Terms and Conditions for Data & Insights SaaS Services With Open Data Functionality 1. Tyler may make certain other Tyler Applications available to Client. The use of Open Assessment, Data & Insights Citizen Connect, Data & Insights Capital Project Explorer, Data & Insights Citizen Connect, Data & Insights Open Data, Data & Insights Open Finance, Open Finance, and/orX-Connect Applications, either alone or in connection with the Data & Insights SaaS Services, is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above named Applications. 2. The Data & Insights SaaS Services may provide you with functionality to make all or part of Client Data available to the general public through one or more public facing websites. If the functionality is provided, then Client determines which Client Data is shared publicly, and Client is solely responsible for determining the online terms of use and licenses relative to the use by public users ("Public User") of Client Data, and the enforcement thereof. Client is responsible to ensure all Users comply with the terms and conditions of this Amendment. Once an internal user makes Client Data publicly available using the Data & Insights SaaS Services, Tyler has no control over a Public User's use, distribution, or misuse of Client Data. Tyler has no liability or obligation to indemnify for such usage. If the Data & Insights SaaS Services provide you with this functionality, then Users have the ability within the Data & Insights SaaS Services to remove the public permissions applied to Client Data. 3. Tyler reserves the right to develop derivative data assets based on Client Data that exists in the public domain. Tyler may use, index, disclose, commercialize, and transfer the derivative data assets for any lawful purpose, including but not limited to: aggregating and summarizing data; normalizing, standardizing and concatenating data to create new regional or national data assets; and developing key performance indicators and benchmarks. 4. APIs. The Data & Insights SaaS Services may provide access to the applicable application -programming interface ("API") as part of the Data & Insights SaaS Services under the terms of this Data & Insights tyler Exhibit F Agreement. Subject to the other terms of this Data & Insights Agreement and if the Data & Insights SaaS Services provides access to the APIs, Tyler grants Client a non-exclusive, nontransferable, terminable license to interact only with the SaaS Services as allowed by the current APIs. a. Client may not use the APIs in a manner --as reasonably determined by Tyler --that exceeds the purposes defined in the Amendment Investment Summary, constitutes excessive or abusive usage, or fails to comply with any part of the APIs. If any of these occur, Tyler can suspend or terminate Client's access to the APIs on a temporary or permanent basis. b. Tyler may change or remove existing endpoints or fields in API results upon at least 30 days' notice to Client, but Tyler will use commercially reasonable efforts to support the previous version of the APIs for at least 6 months from deprecation notice. Tyler may add new endpoints or fields in API results without prior notice to Client. c. The APIs may be used to connect the SaaS Services to certain hosted or on premise software applications not provided by Tyler ("Non -Tyler Applications"). Client is solely responsible for development, license, access to and support of Non -Tyler Applications, and Client's obligations under this Data & Insights Agreement are not contingent on access to or availability of any Non -Tyler Application. d. Any open source code provided is provided as a convenience to you. Such open source code is provided AS IS and is governed by the applicable open source license that applies to such code; provided, however, that any such open source licenses will not materially interfere or prohibit Client's limited right to use the SaaS Services for its internal business purposes. Section H — Additional Terms and Conditions for Third -Party Data Vendor Solutions/Applications 1. Tyler may make certain Third -Party Data Vendor Applications available to Client. The use of Tyler Recovery Insights, Economic Intelligence, Small Business Revenue Metrics, Mobility Metrics, Consumer Spending Metrics, and/or Small Business Revenue Metrics either alone or in connection with the Data & Insights SaaS Services is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above mentioned Applications. 2. License Grant for Third -Party Data. Any use of Third -Party Data shall be limited to the Third -Party Data Purpose. Third -Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software, data, and documentation. 3. Restrictions for Third-Partv Data a. Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Third -Party Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Third -Party Data; (III) re -identify, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Third -Party Data, in whole or in part; (iv) remove any proprietary notices from the Third -Party Data; (v) use the Third -Party Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law; or (vi) make Third -Party Data available to for use or access to anyone other than Client. b. Client shall not publicly publish the dashboards that contain the Third -Party Data, but Client may publicly publish visualizations from the aggregate summary data. c. Client shall not remove any copyright or other proprietary notice or legend contained or included in Third -Party Data. d. Client expressly permits Tyler to share with the Third -Party Data providers Client's name, subscription term dates, applicable costs and fees for the Third -Party Data SKU(s) that Client subscribes to. •••. tyler Exhibit F e. Upon termination of the Agreement, or of a subscription that contains Third -Party Data, Client shall remove and destroy all copies of Third -Party Data. f. If any Third -Party Data is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing the Agreement; Client will give Tyler prompt notice and otherwise perform the functions required by applicable law. g. Client shall not use the Third -Party Data to attempt to identify behavior of a known individual for any reason. h. Client acknowledges and agrees that if the Third -Party Data includes SafeGraph data, up to .05% of the data will be salted data or seeds used to fingerprint the data provided to Client. 4. Updates. Tyler may in its sole discretion provide Updates to the Third -Party Data or replace with functionally equivalent. 5. Third -Party Data Warranty. TYLER DOES NOT WARRANT THE CORRECTNESS, COMPLETENESS, OR CURRENTNESS OF THE THIRD -PARTY DATA OR THAT THE FUNCTIONS PERFORMED BY THE THIRD -PARTY DATA WILL MEET CLIENT'S REQUIREMENTS, THAT THE THIRD -PARTY DATA WILL BE ERROR FREE, OR THAT ALL THIRD -PARTY DATA DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, THE THIRD -PARTY DATA IS PROVIDED "AS IS". .:. Wer Exhibit G • •••'•• tyler .,.. • technologies Exhibit G ThinPrint Terms These Terms govern • the use of thinprint.com, ThinPrint, and, • any other related Agreement or legal relationship with the Owner in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document. The User must read this document carefully. Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties, Thinprint.com, ThinPrint is provided by: ThinPrint GmbH Alt-Moabit 91a 10559 Berlin Germany Email address of the data protection officer. dataprotection@thinprint.com Owner contact email: info@thinprint.com The following documents are incorporated by reference into these Terris: • End -user license agreement • Eula appendix third party licenses (https://www.thinprint.corn/en/legal-docs/#thirdparty-licenses) • ThinPrint Hub Terms (https://www.thinprint.com/en/legal-docs/#hardware) • Sales Partner Program Terms (https://www.thinprint.com/en/legal-docs/#tespp) • Legal Bases for the Privacy Policy and Subprocessors of ThinPrint GmbH (https://www.thinprint.com/en/legal-docs/gprivacypolicy-exhibit) • Data Processing Addendum of ThinPrint GmbH (https://www.thinprint.com/en/legal-docs/ttdpa) What the User should know at a glance The Service/thinprint.com, ThinPrint is only intended for Users that do not qualify as Consumers, such as Business Users. • The right of withdrawal only applies to European Consumers. TERMS OF USE Unless otherwise specified, the terms of use detailed in this section apply generally when using thinprint.com, ThinPrint. Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document. By using thinprint.com, ThinPrint, Users confirm to meet the following requirements: • Users may not qualify as Consumers; ••:°:�s tyler Exhibit G Content on thinprint.com, ThinPrint Unless where otherwise specified or clearly recognizable, all content available on thinprint.com, ThinPrint is owned or provided by the Owner or its licensors. The Owner undertakes its utmost effort to ensure that the content provided on thinprint.com, ThinPrint infringes no applicable legal provisions orthird-party rights. However, it may not always be possible to achieve such a result. In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document. Access to external resources Through thinprint.com, ThinPrint Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties' terms and conditions or, in the absence of those, applicable statutory law. Acceptable use Thinprint.com, ThinPrint and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law. Users are solely responsible for making sure that their use of thinprint.com, ThinPrint and/or the Service violates no applicable law, regulations or third -party rights. Therefore, the owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to thinprint.com, ThinPrint or the Service, terminating contracts, reporting any misconduct performed through thinprint.com, ThinPrint or the Service to the competent authorities — such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities: • violate laws, regulations and/or these Terms; • infringe any third -party rights; • considerably impair the Owner's legitimate interests; • offend the Owner or any third party. "Tell -a-friend" Thinprint.com, ThinPrint gives Users the opportunity to receive advantages if, as a result of their recommendation, any new User purchases a Product offered on thinprint.com, ThinPrint. In order to take advantage of this offer, Users may invite others to purchase the Products on thinprint.com, ThinPrint by sending them a tell -a -friend code provided by the Owner. Such codes can only be redeemed once. If upon purchase of the Products on thinprint.com, ThinPrint any of the persons invited redeems a tell -a -friend code, the inviting User shall receive the advantage or benefit (such as: a price reduction, an additional service feature, an upgrade etc.) specified on thinprint.com, ThinPrint. Tell -a -friend codes may be limited to specific Products among those offered on thinprint.com, ThinPrint. The Owner reserves the right to end the offer at any time at its own discretion. While no general limitation applies to the number of persons that can be invited, the amount of advantage or benefit that each inviting User can receive, may be limited. ••.0 tyler Exhibit G Software license Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to thinprint.com, ThinPrint are held by the Owner and/or its licensors. Subject to Users' compliance with and notwithstanding any divergent provision of these Terms, the Owner merely grants Users a revocable, non-exclusive, non-sublicensable and non -transferable license to use the software and/or any other technical means embedded in the Service within the scope and forthe purposes of thinprint.com, ThinPrint and the Service offered. This license does not grant Users any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner's or its licensors' sole property. All rights and license grants to Users shall immediately terminate upon any termination or expiration of the Agreement. Without prejudice to the above, under this license Users may download, install, use and run the software on the permitted number of devices which fulfill the technical requirements specified in the relevant section of thinprint.com, ThinPrint. The Owner reserves the right to release updates, fixes and further developments of thinprint.com, ThinPrint and/or its related software. Users may need to download and install such updates to continue using thinprint.com, ThinPrint and/or its related software. However, in order to get access to completely new versions or releases of the software Users may need to purchase a separate license. The User may download, install, use and run the software on unlimited devices. However, it may not be permitted to run the software on more than one device at a time. Notwithstanding the foregoing, the User undertakes to immediately delete any copies of the software upon the expiry of the license under which such software is provided to the User. API usage terms Users may access their data relating to thinprint.com, ThinPrint via the Application Program Interface (API). Any use of the API, including use of the API through a third -party product/service that accesses thinprint.com, ThinPrint, is bound by these Terms and, in addition, by the following specific terms: • the User expressly understands and agrees that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from the User's use of the API or their use of any third -party products/services that access data through the API. TERMS AND CONDITIONS OF SALE Paid Products Some of the Products provided on thinprint.com, ThinPrint, as part of the Service, are provided on the basis of payment. The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of thinprint.com, ThinPrint. Product description Prices, descriptions or availability of Products are outlined in the respective sections of thinprint.com, ThinPrint and are subject to change without notice. While Products on thinprint.com, ThinPrint are presented with the greatest accuracy technically possible, representation on thinprint.com, ThinPrint through any means (including, as the case may be, graphic material, ••,c•. tyler„ Exhibit G images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product. The characteristics of the chosen Product will be outlined during the purchasing process. Purchasing process Any steps taken from choosing a Product to order submission form part of the purchasing process. The purchasing process includes these steps: • Users must choose the desired Product and verify their purchase selection. • After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it. Order submission When the User submits an order, the following applies: • The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page. In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly. Upon submission of the order, Users will receive a receipt confirming that the order has been received. All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes. Prices Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged. Prices on thinprint.com, ThinPrint are displayed: • either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the User is browsing. Methods of payment Information related to accepted payment methods is made available during the purchasing process. Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of thinprint.com, ThinPrint. All payments are independently processed through third -party services. Therefore, thinprint.com, ThinPrint does not collect any payment information —such as credit card details — but only receives a notification once the payment has been successfully completed. The User may read the privacy policy of thinprint.com, ThinPrint to learn more about the data processing and Users' rights regarding their data. If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. If a payment fails or is refused, the Owner reserves the right to claim any related expenses or damages from the User. Retention of Product ownership 0.6 tyler:: Exhibit G Until payment of the total purchase price is received by the Owner, any Products ordered shall not become the User's property. Retention of usage rights Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner. Delivery Delivery of digital content Unless otherwise stated, digital content purchased on thinprint.com, ThinPrint is delivered via download on the device(s) chosen by Users. Users acknowledge and accept that in order to download and/or use the Product, the intended device(s) may be required to meet the technical requirements specified on thinprint.com, ThinPrint. Users acknowledge and accept that the ability to download the purchased Product may be limited in time and space. Contract duration Trial period Users have the option to test thinprint.com, ThinPrint or selected Products during a limited and non-renewable trial period, at no cost. Some features orfunctions of thinprint.com, ThinPrint may not be available to Users during the trial period. Further conditions applicable to the trial period, including its duration, will be specified on thinprint.com, ThinPrint. The trial period shall end automatically and shall not convert into any paid Product unless the User actively purchases such paid Product. Subscriptions Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below. Open-ended subscriptions Paid subscriptions begin on the day the payment is received by the Owner. In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions. Termination of open-ended subscriptions open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application. Terminations shall take effect 7 days after the notice of termination has been received by the Owner. User rights Right of withdrawal Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section. ••,,. tyler Exhibit G Who the right of withdrawal applies to Unless any applicable exception is mentioned below, Users who are European Consumers are granted a statutory withdrawal right under EU rules, to withdraw from contracts entered into online (distance contracts) within the specified period applicable to their case, for any reason and without justification. Users that do not fit this qualification, cannot benefit from the rights described in this section. The Consumer shall only be liable to the Seller for any diminution in the value of the goods resulting from handling the goods in a manner other than that necessary to acquaint him with the nature, characteristics and functionality of the goods. Exercising the right of withdrawal To exercise their right of withdrawal, Users must send to the Owner an unequivocal statement of their intention to withdraw from the contract. To this end, Users may use the model withdrawal form available from within the "definitions" section of this document. Users are, however, free to express their intention to withdraw from the contract by making an unequivocal statement in any other suitable way. In order to meet the deadline within which they can exercise such right, Users must send the withdrawal notice before the withdrawal period expires. When does the withdrawal period expire? Effects of withdrawal Users who correctly withdraw from a contract will be reimbursed by the Owner for all payments made to the Owner, including, if any, those covering the costs of delivery. However, any additional costs resulting from the choice of a particular delivery method other than the least expensive type of standard delivery offered by the Owner, will not be reimbursed. Such reimbursement shall be made without undue delay and, in any event, no later than 14 days from the day on which the Owner is informed of the User's decision to withdraw from the contract. Unless otherwise agreed with the User, reimbursements will be made using the same means of payment as used to process the initial transaction. In any event, the User shall not incur any costs or fees as a result of such reimbursement. Liability and indemnification Indemnification The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co - branders, partners and employees harmless from and against any claim or demand — including but not limited to lawyer's fees and costs — made by any third party due to or in relation with any culpable violation of these Terms, third -party rights or statutory provisions connected to the use of the Service by the User or its affiliates, officers, directors, agents, co -branders, partners and employees to the extent allowed by applicable law. Limitation of liability Unless otherwise explicitly stated and without prejudice to applicable law, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf). This does not apply to damages to life, health or physical integrity, damages resulting from the breach of material contractual obligations such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, as long as thinprint.com, ThinPrint has been appropriately and correctly used by the User. Unless damages have been caused by way of intent or gross negligence, orthey affect life, health or physical, integrity, the Owner shall only be liable to the extent of typical and foreseeable damages at the moment the contract was entered into. In particular, within the limits stated above, the Owner shall not be liable for: • any losses that are not the direct consequence of a breach of the Terms by the Owner; ••:•m tyier., Exhibit G • any loss of business opportunities and any other loss, even indirect, that maybe incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.); • damages or losses resulting from interruptions or malfunctions of thinprint.com, ThinPrint due to acts of force majeure, or unforeseen and unforeseeable events and, in any case, independent of the will and beyond the control of the Owner, such as, but not limited to, failures or disruptions of telephone or electrical lines, the Internet and / or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the delivery of products, third -party services or applications; • any damage, prejudice or loss occurring due to viruses or other malware contained in or connected to files available for download from the internet or via thinprint.com, ThinPrint. Users are responsible for implementing sufficient security measures — such as anti -viruses and firewalls to prevent any such infection or attack and for securing backup copies of all data or information exchanged via or uploaded to thinprint.com, ThinPrint. Notwithstanding the above, the following limitation applies to all Users not qualifying as Consumers: In any event of liability, the compensation may not exceed the total payments that have been, will be or would be received by the Owner from the User based on the contract over a period of 12 months, or the period of the duration of the Agreement, if shorter. Australian Users Limitation of liability Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non -excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non -excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner's sole discretion, to the re - performance of the services or the payment of the cost of having the services supplied again. US Users Disclaimer of Warranties Thinprint.com, ThinPrint is provided strictly on an "as is" and "as available" basis. Use of the Service is at Users' own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non - infringement of third -party rights. No advice or information, whether oral or written, obtained by the User from the owner or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co - branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users' requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at Users' own risk and Users shall be solely responsible for any damage to Users' computer system or mobile device or loss of data that results from such download or Users' use of the Service. The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the •: t ler Exhibit G Owner shall not be a party to or in any way monitor any transaction between Users and third -party providers of products or services. The Service may become inaccessible or it may not function properly with Users' web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service. Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law. Limitations of liability To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co -branders, partners, suppliers and employees be liable for: • any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and • any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein; • any errors, mistakes, or inaccuracies of content; • personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service; • any unauthorized access to or use of the Owner's secure servers and/or any and all personal information stored therein; • any interruption or cessation of transmission to or from the Service; • any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service; • any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or • the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co -branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter. This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the User has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law. Indemnification The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co -branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from • User's use of and access to the Service, including any data or content transmitted or received by User; o User's violation of these terms, including, but not limited to, User's breach of any of the representations and warranties set forth in these terms; ••:;:•. tyler: Exhibit G • User's violation of any third -party rights, including, but not limited to, any right of privacy or intellectual property rights; • User's violation of any statutory law, rule, or regulation; • any content that is submitted from User's account, including third party access with User's unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information; • User's wilful misconduct; or • statutory provision by User or its affiliates, officers, directors, agents, co -branders, partners, suppliers and employees to the extent allowed by applicable law. Common provisions No Waiver The Owner's failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term. Service interruption To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately. Within the limits of law, the Owner may also decide to suspend or discontinue the Service altogether. If the Service is discontinued, the Owner will cooperate with Users to enable them to withdraw Personal Data or information and will respect Users' rights relating to continued product use and/or compensation, as provided for by applicable law. Additionally, the Service might not be available due to reasons outside the Owner's reasonable control, such as "force majeure" events (infrastructural breakdowns or blackouts etc.). Service reselling Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of thinprint.com, ThinPrint and of its Service without the Owner's express prior written permission, granted either directly or through a legitimate reselling programme. Privacy policy To learn more about the use of their Personal Data, Users may referto the privacy policy of thinprint.com, ThinPrint. Intellectual property rights Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to thinprint.com, ThinPrint are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property. All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with thinprint.com, ThinPrint are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property. °•:. tyler ,r:..: " Exhibit G Changes to these Terms The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes. Such changes will only affect the relationship with the User from the date communicated to Users onwards. The continued use of the Service will signify the User's acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement. The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner. If legally required, the Owner will notify Users in advance of when the modified Terms will take effect. Assignment of contract The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User's legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly. Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner. Contacts All communications relating to the use of thinprint.com, ThinPrint must be sent using the contact information stated in this document. Severability Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. US Users Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent, with its original intent. These Terms constitute the entire Agreement between Users and the Ownerwith respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law. EU Users Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts. In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law. Without prejudice to the above, the nullity, invalidity or impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties. tyler 10 Exhibit G Governing law These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles. Prevalence of national law However, regardless of the above, if the law of the country that the User is located in provides for higher applicable consumer protection standards, such higher standards shall prevail. Venue of jurisdiction The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document. Exception for Consumers in Europe The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in the United Kingdom, Switzerland, Norway or Iceland. US Users Surviving provisions This Agreement shall continue in effect until it is terminated by either thinprint.com, ThinPrint or the User. Upon termination, the provisions contained in these Terms that by their context are intended to survive termination or expiration will survive, including but not limited to the following: • the User's grant of licenses under these Terms shall survive indefinitely; • the User's indemnification obligations shall survive for a period of five years from the date of termination; • the disclaimer of warranties and representations, and the stipulations under the section containing indemnity and limitation of liability provisions, shall survive indefinitely. Definitions and legal references Latest update: March 07, 2024 ••pig. tyler 11 Exhibit H • •••'�• tyler ••• P • • technologies Exhibit H DocOrigin Terms ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL, A FLORIDA PROFIT CORPORATION (THE "ECLIPSE CORPORATION"), AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. DocOrigin SOFTWARE LICENSE IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You" and/or "Your") and Eclipse Corporation for the DocOrigin software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses any software updates, add -on components, web services and/or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EU LA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you should remove the Software from all systems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (11) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. 1. LICENSE TERMS 1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by Eclipse Corporation ,designed to provide unlocked access to the Software and its functionality. 1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty -free basis for no more than 120 days from the date of installation (the "Evaluation Period"). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial, production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not permitted to remove the watermark or 'spoiler' from documents generated using the software under an evaluation license. 1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of ••.; tyler Exhibit H this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non -sub license able license to download and install a copy of the Software from www.docorigin.com on a single machine and use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes. 1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non -sub license able license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by Eclipse Corporation, the default license to the Software is a per -CPU license as described in A. below: A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer. Virtual Machines ("VM's") are considered as a server. Installing and configuring the software on multiple VM's requires one license per VM server. An enterprise license is available upon request. Pricing varies based on the size of the company. These "Per -CPU" Licenses in Section 1.4(A.) do not include the maintenance and support services provided pursuant to Section 3 of this Agreement. B. Per -Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance, a batch of invoices for 250 customers may contain 1,000 pages, this will be counted as 250 documents which should correspond to 250 invoices. These "Per -Document" Licenses in Section 1.4(A.) do include the maintenance and support services provided pursuant to Section 3 of this Agreement subject to annual payment by You to Eclipse Corporation and subject to the terms and provisions set forth in Section 3 of this Agreement. 1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a failover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance maythe disaster recovery license be used for production simultaneously with a production license with which it is paired. 1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software or the printed materials accompanying the Software. 1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govern Your use of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party data, third -party software or other third -party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or thirdparty software are granted to You. 2. LICENSE RESTRICTIONS Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor, franchisee, agent or dealer) without .:. tyler Exhibit H first obtaining the written consent and agreement of (a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement. You further agree not to (1) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software. 3. UPDATES, MAINTENANCE AND SUPPORT 3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website (www.docorigin.com). You will be entitled to use of any updates provided to You and shall be governed by the terms and conditions of this Agreement. Eclipse Corporation reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in orderto receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse Corporation or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THATTHE SOFTWARE WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. 6. INDEMNIFICATION & LIMITATIONS OF LIABILITY. 6.1 Eclipse Corporation shall have the sole discretion and option to choose defend and/or settle, any claims, actions, allegations or proceedings against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third party's proprietary or intellectual property right ("Claims"), or the sole discretion and option to choose enter into any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any Claims against You, and You agree to permit Eclipse Corporation, at its sole discretion and option, to control the defense and settlement of such Exhibit H Claims and You agree to assist Eclipse Corporation, in defending or settling such Claims. Eclipse Corporation shall not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the Software to make it non -infringing and/or remove the misappropriated material, replace the Software or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require You to cease using the Software and Eclipse may refund to You (a) a pro rata portion of any one (1) time fees (based on a three (3) year, straight- line depreciation schedule from the date of payment), and (b) any fees that have been pre -paid by You but are unused. The foregoing notwithstanding, Eclipse Corporation shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of the Software with any other service, software, data or products not provided or approved by Eclipse Corporation; or (ii) the use of any material provided by You or any end users, (iii) any breach by You of this Agreement. THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 You agree to indemnify, defend and hold harmless Eclipse Corporation from and against all damage, loss, cost, expense or liability (including reasonable attorney's fees) arising out of a claim by a third party against Eclipse Corporation based upon Your use and/or misuse of the Software. You agree to indemnify, defend and hold harmless Eclipse Corporation harmless from any loss or damages to Eclipse Corporation related to, or associated you're Your customizations, updates and/or corrections to the Software. You agree to indemnify and hold harmless Eclipse Corporation, and defend at Your expense, any action brought against Eclipse Corporation, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns to the extent that it is based on a claim that the customizations, updates and/or corrections developed by You infringing any intellectual property rights of any third parties. 6.3 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. 6.4 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 7. TERM AND TERMINATION 7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue forthe Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7. -0-0 tylert. Exhibit H 7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You if such breach has not been cured within thirty (30) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor. 7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement. Within thirty (30) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to Eclipse Corporation. 8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision. 8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect. 8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or otherwise) without Eclipse Corporation 's prior written consent. Eclipse Corporation may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns. 8.4 Governing Law and Venue. The interpretation and enforcement of this Agreement will be governed by the laws of the State of Alabama, without giving effect to the conflict of laws rules thereof. The parties hereto consent to the jurisdiction of any state or federal court holding in either Birmingham or Bessemer, Jefferson County, Alabama or in the U.S. District Court for the Alabama Northern District ("Venue"). The parties, to the extent permitted by applicable law, waive any objection based on Venue or forum non conveniens with respect to any action instituted in any such court so identified and agree that such court shall be the exclusive Venue for any action under this Agreement, or concerning or relating to the relationship between the parties. 8,5 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse Corporation with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will be available on the Eclipse Corporation website htti)s://eclipsecorp.us/eula/. Last Updated: April 12, 2024 •,:3 ; tyler Tyler Technologies License and Services Agreement FY24-0040 Final Audit Report 2024-10-07 Created: 2024-10-07 By: Stacey Gerard (stacey.gerard@tylertech.com) Status: Signed Transaction ID: CBJCHBCAABAABoKHhzxjacyeuj9e4delOCPsx9dmj8Wj "Tyler Technologies License and Services Agreement FY24-004 0" H istory Document created by Stacey Gerard (stacey.gerard@tylertech.com) 2024-10-07 - 12:30:51 PM GMT- IP address: 163.116.144.108 E-y Document emailed to tina.mize@tylertech.com for signature 2024-10-07 - 12:31:32 PM GMT 6` Email viewed by tina.mize@tylertech.com 2024-10-07 - 12:49:09 PM GMT- IP address: 174,210,167.77 6© Signer tina.mize@tylertech.com entered name at signing as Tina Mize 2024-10-07 - 6:28:42 PM GMT- IP address: 163,116,147.49 CS4 Document e-signed by Tina Mize (tina.mize@tylertech.com) Signature Date: 2024-10-07 - 6:28:44 PM GMT - Time Source: server- IP address: 163.116.147.49 O Agreement completed. 2024-10-07 - 6:28:44 PM GMT 60 Powered by ••• •• tyler Adobe V. terhnn�og:es Acrobat Sign