Contract - Tyler Technologies, Inc. - 2/13/2020 CITY OF ROUND ROCK
"SOFTWARE AS A SERVICE"AGREEMENT
WITH TYLER TECHNOLOGIES INC.
This "Software as a Service" agreement (hereinafter referred to as the "SaaS Agreement" or the
"Agreement") is made on the day of the month of , 2020(hereinafter referred to
as the"Effective Date")by and between Tyler Technologies, Inc.,a Delaiwalre corporation with offices located at
One Tyler Drive,Yarmouth,Maine 04096 (hereinafter referred to as"Tyler")and the City of Round Rock,Texas,
a home-rule municipality with offices located at 221 East Main Street, Round Rock, Texas 78664 (hereinafter
referred to as the"Client"or the"City").
WHEREAS, Client desires to license certain Financials, Human Resource, and Payroll Administrative
Software(hereinafter referred to as the"System"); and
WHEREAS, Tyler is a sole source provider for Client's current System;and
WHEREAS, Client, by signature on this Agreement, is awarding Tyler the contract for furnishing,
delivering, installing,and implementing the specified System;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set
forth herein,which consideration is declared good and sufficient by both parties,Tyler and Client agree that Tyler
shall provide certain products and services,and Client shall pay the prices agreed therefor,in accordance with the
requirements and conditions set forth in this Agreement.
This Agreement consists of the following sections and exhibits, each of which is attached hereto and
incorporated by reference as though recited herein verbatim:
SECTION A: Definitions
SECTION B: SaaS Services
SECTION C: Other Professional Services
SECTION D: Maintenance
SECTION E: Third Party Products
SECTION F: Invoicing and Payment; Invoice Disputes
SECTION G: Term and Termination
SECTION H: Indemnification,Limitation of Liability and Insurance
SECTION 1: General Terms and Conditions
EXHIBIT A: Investment Summary
EXHIBIT B: Invoicing and Payment Policy; Business Travel Policy(Schedule 1)
EXHIBIT C: Service Level Agreement; Support Call Process(Schedule 1)
EXHIBIT D: End User License Agreement
SECTION A: DEFINITIONS
• "Agreement" means this Software as Services Agreement, including all exhibits attached hereto,
which are incorporated herein by reference for all purposes.
• "Business Travel Policy"means Tyler's business travel policy. A copy of Tyler's current Business
Travel Policy is attached hereto as Schedule I to Exhibit"B."
• "Client"means the City of Round Rock,Texas.
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• "Data"means the Client's data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for Client's Data
identified in the Investment Summary.
• "Defect"means a failure of the Tyler Software to substantially conform to the functional descriptions
set forth in Tyler's written proposal, or their functional equivalent. Future functionality may be
updated,modified,or otherwise enhanced through Tyler's maintenance and support services,and the
governing functional descriptions for such future functionality shall be set forth in Tyler's then-
current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary.
• "Developer" means a third party who owns the intellectual property rights to the Third Party
Software.
• "Documentation"means any online or written documentation related to the use or functionality of
the Tyler Software that Tyler provides or otherwise makes available to Client,including instructions,
user guides,manuals and other training or self-help documentation.
• "Effective Date"means the date by which both Tyler and Client by their authorized representatives
execute the Agreement.
• "Force Majeure" means an event beyond the reasonable control of Client or Tyler, including,
without limitation, governmental action, war riot or civil commotion, fire, natural disaster, or any
other cause that could not be reasonably foreseen or prevented by the parties.
• "Investment Summary"means the agreed upon cost proposal for the products and services,attached
hereto as Exhibit"A."
• "Invoicing and Payment Policy" means Tyler's invoicing and payment policy, attached hereto as
Exhibit"B."
• "SaaS Fees"means the fees for the SaaS Services identified in the Investment Summary.
• "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 do not include support of an operating system or hardware, support outside Tyler's
normal business hours, or training, consulting,or other professional services not set forth herein.
• "SLA" means the service level agreement. A copy of Tyler's current SLA is attached hereto as
Exhibit"C."
• "Support Call Process"means the support call process applicable to all Tyler's customers who have
licensed the Tyler Software. A copy of Tyler's current Support Call Process is attached hereto 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 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 Software,as applicable in the attached Exhibit"D."
• "Tyler"means Tyler Technologies,Inc.,a Delaware corporation.
• "Tyler Software" means Tyler's proprietary software, including all integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and licensed by
Tyler to Client through this Agreement.
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SECTION B: SAAS SERVICES
1. Rights Granted.
Tyler grants to Client the non-exclusive, non-assignable limited right to use the SaaS Services solely for
Client's internal business purposes for the number of Defined Users only. The Tyler Software shall be
made available to Client according to the terms of the SLA. Client acknowledges that Tyler has no
delivery obligations and will not ship copies of the Tyler Software as part of the SaaS Services. Client
may use the SaaS Services to access updates and enhancements to the Tyler Software as further described
in Section D(3). The foregoing notwithstanding,to the extent Tyler has sold Client perpetual licenses for
Tyler Software, if and listed in the Investment Summary, for which Client is receiving SaaS Services,
Client's rights to use such Tyler Software are perpetual, subject to the terms and conditions of this
Agreement, including without limitation, Section B(4). Tyler will make any such software available to
Client for download.
2. SaaS Fees.
Client agrees to pay Tyler the SaaS Fees as set forth in the Investment Summary in accordance with the
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of
Data Storage Capacity. Client may add additional users or additional data storage capacity on the terms
set forth in Section I(1). In the event Client regularly and/or meaningfully exceeds the Defined Users or
Data Storage Capacity, Tyler reserves the right to charge Client additional fees consistent with the
overage(s).
3. Ownership.
a) Tyler shall retain all ownership of intellectual property rights to the SaaS Services, the Tyler
Software, and anything developed by Tyler pursuant to this Agreement. Client shall not acquire
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services
as set forth herein.
b) Client acknowledges that the Documentation is licensed to Client and may be used and copied by
Client's employees for internal,non-commercial reference purposes only.
c) Client shall retain ownership and intellectual property rights to the Data. Client acknowledges
Tyler does not create or endorse any Data used in connection with the SaaS Services, except to
the extent necessary to carry out Tyler's obligations pursuant to this Agreement.
4. Restrictions.
Client agrees and acknowledges that it: (a)shall not 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) shall not modify, make derivative works, of, disassemble, reverse compile, or reverse
engineer any part of the SaaS Services; (c)shall not 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 Tyler; or
(d)shall not 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 this
Agreement.
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5. Software Warranty.
Tyler warrants that the Tyler Software will perform without Defects during the term of this Agreement.
If the Tyler Software does not perform as warranted,Tyler will use all reasonable efforts,consistent with
industry standards, to cure the Defect in accordance with the maintenance and support process set forth
in Section C(9)below,the SLA, and Tyler's then current Support Call Process.
6. SaaS Services.
a) Tyler's SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. Tyler has attained, and agrees to
maintain, SOC 1 and SOC2 compliance,or its equivalent,for the duration of this Agreement.
b) Client shall be hosted on shared hardware in a Tyler data center or a third party data center. In
either event, databases containing Client's Data shall be dedicated to Client and inaccessible to
any other customers.
c) Tyler data centers shall 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 Client's Data has been lost or damaged due to an act or
omission of Tyler or its subcontractors or due to a Defect in the Tyler Software, Tyler shall use
its best commercial efforts to restore all Data on servers in accordance with the architectural
design's capabilities and with the goal of minimizing any Data loss. In no event shall the recovery
point objective ("RPO") exceed a maximum of twenty-four (24) hours from declaration of
disaster. For purposes of this subsection (c), RPO represents the maximum tolerable period
during which Data may be lost,measured in relation to a disaster Tyler declares, said declaration
of disaster not to be unreasonably withheld.
d) In the event Tyler declares a disaster, Tyler's Recovery Time Objective("RTO")is twenty-four
(24) hours. For purposes of this subsection (d), RTO represents the amount of time after Tyler
declares a disaster,within which Client's access to the Tyler Software must be restored.
e) Tyler shall conduct annual penetration testing of either the production network and/or web
application to be performed. Tyler shall maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. Tyler shall provide Client with a written or electronic record of the actions taken by
Tyler in the event that any unauthorized access to Client's database(s) is detected as a result of
Tyler's security protocols. Tyler shall undertake an additional security audit,on terms and timing
to be mutually agreed to by the parties, at Client's written request. Client shall 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 Tyler's network and systems
(hosted or otherwise) is prohibited without the prior written approval of Tyler's IT Security
Officer.
f) Tyler shall test its discovery recovery plan on an annual basis. Tyler's standard test is not client-
specific. In the event Client requests a client-specific disaster recovery test,Tyler shall work with
Client to schedule and execute said test on a mutually agreeable schedule. At Client's written
request, Tyler shall provide test results to Client within a commercially reasonable timeframe
after receipt of said request.
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g) Tyler shall be responsible for importing back-up and verifying that Client can log-in. Client shall
be responsible for running reports and testing critical processes to verify the returned Data.
h) Tyler shall provide secure Data transmission paths between each of Client's workstations and
Tyler's servers.
i) Tyler data centers shall be accessible only by authorized personnel with a unique key entry. All
other visitors to Tyler data centers shall be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by Tyler's internal staff and external
auditors to ensure there is no unauthorized access.
j) If applicable, Tyler shall be responsible for the security of cardholder data that Tyler possesses,
including functions relating to storing,processing,and transmitting of the cardholder data. Tyler
affirms that as of the Effective Date, Tyler has complied with applicable requirements to be
considered PCI DSS compliant and have performed the necessary steps to validate compliance
with the PCI DSS. Tyler agrees to supply the current status of its 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 Tyler's status,
Tyler shall comply with applicable notice requirements.
SECTION C: PROFESSIONAL SERVICES
1. Services.
Tyler shall provide the professional services set forth in the Investment Summary.
2. Fees and Expenses.
Client agrees to pay Tyler for the professional services fees in the amounts set forth in the Investment
Summary in accordance with Tyler's Invoicing and Payment Policy. Client acknowledges that the fees
stated within the Investment Summary are good faith estimates of the amount of time and materials
required for Client's implementation. Tyler shall invoice the actual fees incurred based on the in-scope
services provided to Client. Any discrepancies in the total values set forth in the Investment Summary
shall 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 for the project based upon Tyler's understanding of the specifications
supplied by Client. If additional work is required, or if Client uses or requests additional services, Tyler
shall provide Client with an addendum outlining the costs of the additional work. The price quotes in the
addendum shall be valid for thirty(30)days from the date of the quote.
4. Cancellation.
In the event Client cancels services less than two(2)weeks in advance of the mutually scheduled date of
services (other than for Force Majeure or a breach by Tyler), Client shall be liable to Tyler for the
following:
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a) All non-refundable expenses incurred by Tyler on Client's behalf, and
b) The daily fees associated with the cancelled services, only if Tyler is actually unable to
re-assign its personnel. Tyler shall make all reasonable efforts to reassign personnel in
the event Client cancels within two(2)weeks of scheduled commitments.
5. Services Warranty.
Tyler warrants that it shall perform services in a professional,good and workmanlike manner,consistent
with industry standards. In the event Tyler provides services that do not conform to this warranty,Tyler
shall re-perform the services at no additional cost to Client.
6. Site Access and Requirements.
At no cost to Tyler, Client shall provide Tyler with full and free access to Client's personnel, facilities
and equipment as may be reasonably necessary for Tyler to provide implementation services, subject to
any reasonable security protocols or other written policies provided to Tyler as of the Effective Date, and
thereafter as mutually agreed to by the parties.
7. Background Checks.
Tyler agrees that all Tyler employees have undergone criminal background checks prior to hire for the
past twelve (12) years. All Tyler employees have executed a confidentiality agreement and security
policies.
8. Client Assistance.
Client acknowledges that the implementation of the Tyler Software is a cooperative process requiring the
time and resource of Client's personnel. Client agrees to use all reasonable efforts to cooperate with and
assist Tyler as may be reasonably required to meet the agreed upon project deadlines and other milestones
for implementation. This cooperation includes at a minimum, working with Tyler to schedule
implementation related services outlined in this Agreement. Tyler will not be liable for failure to meet
any deadlines and milestones when such failure is due to Force Majeure or to the failure by Client's
personnel to provide such cooperation and assistance(either through action or omission).
SECTION D: MAINTENANCE
1. Scope of Agreement.
For as long as Client timely pays the SaaS Fees according to the Invoicing and Payment Policy, Tyler
agrees to provide maintenance services for the Tyler Software in accordance with the terms and conditions
set forth herein.
2. Additional Charges.
Any maintenance services performed by Tyler for Client, at Client's express direction, which are not
covered by this SaaS Agreement (see Limitations and Exclusions at Section D(5) below), including
materials and expenses,shall be billed to Client at Tyler's then-current rates.
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3. Maintenance Services Terms and Conditions.
For as long as this SaaS Agreement is in place,Tyler shall:
a) Perform Tyler's maintenance and support obligations in a professional, good and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to
the then-current version and the immediately prior version);
b) Provide telephone support on the Tyler Software. Tyler personnel shall accept telephone calls
during the hours delineated in the Support Call Process;
c) Maintain personnel that are appropriately trained to be familiar with the Tyler Software and Third
Party Software,if any, in order to provide maintenance services;
d) Provide Client with all major and minor releases of the Tyler Software (including updates and
enhancements) that Tyler makes generally available without additional charge to customers
possessing a current Tyler SaaS Agreement; and
e) Provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
Tyler's then-current release life cycle policy.
4. Remote Services.
Tyler shall use all reasonable efforts to perform support services remotely. Currently Tyler uses a third-
party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Client agrees
to maintain a high-speed internet connection capable of connecting Tyler to Client's PCs and server(s).
Client agrees to provide Tyler with a log-in account and local administrative privileges as Tyler may
reasonably require to perform remote services. Tyler will,at its option,use the secure connection to assist
with proper diagnosis and resolution, subject to any reasonably applicable security protocols. It Tyler
cannot resolve a support issue remotely,Tyler may be required to provide onsite services. In such event,
Tyler shall be responsible for its travel expenses,unless it is determined by the parties,in their reasonable
discretion, that the reason onsite support was required was outside of Tyler's control. Client agrees in
either event to provide Tyler with full and free access to Tyler 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 Tyler to provide the maintenance and support
services,all at no charge to Tyler. Client agrees to maintain at all times its VPN for back-up connectivity
purposes.
5. Limitations and Exclusions.
Maintenance services do not include the following services: (a) onsite support (unless Tyler cannot
remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other
consulting services not set forth herein; or(d)support outside Tyler's normal business hours as listed in
Tyler's then-current Support Call Process. Services set forth in this paragraph requested by Client shall
be billed to Client on a time and materials basis at Tyler's then current rates. Client must request said
services with at least one(1)weeks' advance notice.
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SECTION E: THIRD PARTY PRODUCTS
1. Third Party Hardware.
For the price set forth in the Investment Summary and in accordance with the Invoicing and Payment
Policy, Tyler agrees to sell, deliver, and install onsite to Client the Third Party Hardware, if Client has
purchased any.
2. Third Party Software.
As part of the SaaS Services set forth herein, Client shall receive access to the Third Party Software and
related documentation for internal business purposes only. The Third Party Software rights shall be
governed by the Third Party Terms.
3. Third Party Products Warranties.
a) Tyler is authorized by each Developer to grant access to the Third Party Software.
b) The Third Party Hardware shall be new and unused,and upon payment in full,Client shall receive
free and clear title to the Third Party Hardware.
c) Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products.
As such,Tyler does not warrant or guarantee the performance of the Third Party Products. Tyler
hereby grants and passes through to Client any warranty that Tyler may receive from the
Developer or supplier of the Third Party Products.
4. Third Party Services.
Any Third Party Services purchased by Client shall be provided independent of Tyler by such third-party
at the rates set forth in the Investment Summary and in accordance with the Invoicing and Payment Policy
and the Texas Prompt Payment Act.
SECTION F: INVOICING AND PAYMENT; INVOICE DISPUTES
I. Invoicin_ and Payment.
Tyler shall invoice Client the SaaS Fees and fees for other professional services in the Investment
Summary per Tyler's Invoicing and Payment Policy, subject to paragraph 2 below.
2. Invoice Dispute.
a) In the event Client believes products or services do not conform to the warranties delineated in
this Agreement, Client shall provide written notice to Tyler within thirty (30) calendar days of
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
Client contends are in dispute so that Tyler can confirm the issue and respond to Client's notice
with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing
the issues presented in Client's notice to Tyler. Tyler shall work with Client, if necessary, to
develop an action plan that outlines reasonable steps to be taken by the parties to resolve any
issues presented in Client's notice to Tyler. Client may only withhold payment of the amount(s)
actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding
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the foregoing, if Tyler is unable to complete its actions outlined in the plan because Client has
not completed its action items outlined in the plan, Client shall remit full payment of the invoice.
b) Any invoice not disputed as described above will be deemed accepted by Client,and will be paid
in accordance with this Agreement and the Texas Prompt Payment Act. Tyler reserves the right
to suspend delivery of all services in the event Client fails to pay undisputed invoices within
fifteen(15)calendar days of notice of Tyler's intent to do so.
SECTION G: TERM; TERMINATION; FORCE MAJEURE
1. Term.
The initial term of this SaaS Agreement for SaaS Services shall be January 1,2020 through December 31,
2022, unless terminated earlier as set forth below. The initial term of this Agreement for PACE services
shall be February 1, 2020 through January 31, 2021, unless earlier terminated as set forth below. Upon
expiration of the initial term, this Agreement shall automatically renew for two (2) additional (1) year
renewals at Tyler's then current SaaS/PACE Fees on Client's payment of the applicable renewal invoice.
Tyler agrees that the SaaS Fees in years four (4) and five (5) shall not increase by more than five (5)
percent from the fees paid by the Client in the third year of the initial term of the Agreement. The Client's
right to access or use the Tyler Software and the SaaS/PACE Services shall terminate upon expiration of
this Agreement.
2. Non-Appropriation and Termination. This Agreement may be terminated as set forth below. In the event
of termination, Client shall pay Tyler for all undisputed fees and expenses related to the software,
products,and/or services Client has received,or Tyler has incurred or delivered,prior to the effective date
of termination. Disputed fees and expenses in all terminations other than Client's termination for cause
must have been submitted as invoice disputes in accordance with Section F(2).
a) Failure to Pay SaaS Fees. Client acknowledges that continued access to the SaaS Services is
contingent upon Client's timely payment of SaaS Fees. If Client fails to timely pay the SaaS
Fees, Tyler may discontinue the SaaS Services and deny Client's access to the Tyler Software.
Tyler may also terminate this Agreement if Client does not cure such failure to pay within forty-
five(45)days of receiving notice of Tyler's intent to terminate.
b) For Cause. If Client believes Tyler has materially breached this Agreement, Client shall invoke
the Dispute Resolution clause set forth in Section 1, Subsection (3). Client may terminate this
Agreement for cause in the event Tyler does 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 I, Subsection(3).
c) Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five(45)days or more.
d) Non-Appropriation Clause. If Client should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, Client may unilaterally terminate this Agreement upon
thirty (30) days written notice to Tyler. Client shall not be entitled to a refund or offset of
previously paid, but unused SaaS Fees. Client agrees to not use termination for lack of
appropriations as a substitute for termination for convenience.
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SECTION H: INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION;
INDEMNIFICATION AND LIMITATION OF LIABILITY
1. Intellectual Prope . Infringement Indemnification.
a) Tyler's Obligations. Tyler shall defend and indemnify Client against any third party claim(s) that
the Tyler Software or Documentation infringes that party's patent, copyright or trademark, or
misappropriates its trade secrets,and will promptly pay the amount of any resulting adverse final
judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in
writing.
b) Client's Obligations. Tyler's obligations under this Section H(I) are contingent upon Client
performing all of the following in connection with any claim as described herein:
i. Promptly notifying Tyler in writing of any such claim;
ii. Giving Tyler reasonable cooperation, information, and assistance in connection
with the claim; and
iii. Consenting to Tyler's sole control and authority with respect to the defense,
settlement or compromise of the claim.
c) Exceptions to Tyler's Obligations. Tyler's obligations under this Section H(1)shall not apply to
the extent the claim or adverse final judgment is based on Client's use of the Tyler Software in
contradiction of this Agreement, including with non-licensed third parties or Client's willful
infringement. If a court of competent jurisdiction determines corrections, modifications,
alterations or enhancements to the Tyler Software made by Client were a contributing cause of
the infringement or misappropriation, Tyler may, at its expense and without obligation to do so,
either(a)procure for Client 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 Client shall stop running the allegedly
infringing Tyler Software immediately. Alternatively, Tyler may decide to litigate the claim to
judgment,in which case Client may continue to use the Tyler Software consistent with the terms
of this Agreement.
d) Remedy.
i. If an infringement or misappropriation claim is fully litigated and Client's use of
the Tyler Software is enjoined by a court of competent jurisdiction, in addition to
paying any adverse final judgement(or settlement to which Tyler consents),Tyler
will,at its option either:
(a) Procure the right to continue its use;
(b) Modify it to make it non-infringing; or
(c) Replace it with a functional equivalent.
ii. The foregoing states Tyler's entire liability and Client's sole and exclusive remedy
with respect to the subject matter hereof.
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2. General Indemnification.
a) Tyler shall indemnify and hold harmless Client and Client's 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 Tyler's negligence or willful misconduct; or(b) Tyler's violation of PCI-DSS
requirements or a law applicable to Tyler's performance under this Agreement. Client must notify
Tyler promptly in writing of the claim and give Tyler sole control over its defense or settlement.
Client agrees to provide Tyler with reasonable assistance, cooperation, and information in
defending the claim at Tyler's expense.
b) To the extent permitted by applicable law, Client shall indemnify and hold harmless Tyler and
Tyler's 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 arising from Client's negligence or willful misconduct;or(b)
Client's violation of a law applicable to Client's performance under this Agreement. Tyler shall
notify Client promptly in writing of the claim and shall give Client sole control over its defense
or settlement. Tyler agrees to provide Client with reasonable assistance, cooperation and
information in defending the claim at Client's expense.
3. Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TYLER HEREBY DISCLAIMS ALL
OTHER 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.
4. Limitation of Liability.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, TYLER'S
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 CLIENT'S ACUTAL DIRECT DAMAGES, NOT TO EXCEED (A)
DURING THE INITIAL TERM,AS SET FORTH IN SECTION G(1),TOTAL FEES PAID AS OF THE
TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT
ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. 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 SHALL
APPLY REGARDLESS OF THE FAILURE OR AN ESSENTAL PURPOSE OF ANY REMEDY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLIAIMS THAT ARE
SUBJECT TO SECTIONS H(1)AND H(2).
5. Exclusion of Certain Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
TYLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEER, EVEN IF TYLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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6. Insurance.
During the course of performing services under this Agreement, Tyler agrees to maintain the following
levels of insurance: (a)Commercial General Liability of at least$1,000,000;(b)Automobile Liability of
at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation
complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least
$5,000,000. Tyler shall add Client as an additional insured to Tyler's Commercial General Liability and
Automobile Liability policies, which shall automatically add Client as an additional insured to Tyler's
Excess/Umbrella Liability policy as well. Tyler shall provide Client with copies of certificates of
insurance upon Client's written request.
SECTION I: GENERAL TERMS AND CONDITIONS
1. Additional Products and Services.
Client may purchase additional products and services at the rates set forth in the Investment Summary for
twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is
provided in the Investment Summary, or those twelve (12) months have expired, Client may purchase
additional products and services at Tyler's then-current list price, also by executing a mutually agreed
upon addendum. The terms of this Agreement shall 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 shall be valid for twelve
(12)months from the Effective Date.
3. Dispute Resolution.
The parties hereby expressly agree that no claims or disputes between the parties arising out of or relating
to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without
limitation,any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state
arbitration statute.
In the event of a claim or dispute arising under this Agreement,the parties agree to mutually develop and
pursue a dispute resolution process and will use reasonable efforts to efficiently address and resolve the
claim or dispute through such dispute resolution process. Failing resolution, the parties may pursue
remedies available to them pursuant to this Agreement or at law or in equity.
4. Taxes.
The fees set forth in the Investment Summary do not include any taxes, including, without limitation,
sales, use or excise tax. City is a tax-exempt entity, and shall provide Tyler with City's tax-exempt
certificate. In the event Client loses its tax-exempt status,Tyler will pay all applicable taxes to the proper
authorities and Client will reimburse Tyler for such taxes. If Client has a valid direct-pay permit, Client
agrees to provide Tyler with a copy. For clarity, Tyler is responsible for paying its income taxes, both
federal and state,as applicable, arising from Tyler's performance of this Agreement.
12
5. Nondiscrimination.
Tyler shall not discriminate against any person employed or applying for employment concerning the
performance of Tyler's responsibilities under this Agreement. This discrimination prohibition shall 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. Tyler shall post,where
appropriate,all notices related to nondiscrimination as may be required by applicable law.
6. E-Verifv.
Tyler has complied,and shall continue to comply,with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of Tyler's employees assigned to
Client's project.
7. Subcontractors.
Tyler shall not subcontract any services under this Agreement without Client's 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 Client's or Tyler's successor(s)
or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the
other party;provided,however, Client's consent is not required for an assignment by Tyler as a result of
a corporate reorganization,merger, acquisition,or purchase of substantially all of Tyler's assets.
9. Force Majeure.
Except for Client's payment obligations, neither party shall 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 Tyler and Client. No third party shall be deemed
a beneficiary of this Agreement, and no third party shall 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 the parties 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 Client, if any, are for Client's internal
administrative purposes only, and the terms and conditions contained in those purchase orders shall have
no force or effect. This Agreement may only be modified by a written amendment signed by an authorized
representative of each party.
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12. Severability.
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall be considered valid and enforceable to the fullest extent permitted by law.
13. No Waiver.
In the event that the terms and conditions of this Agreement are not strictly enforced by either party,such
non-enforcement shall not act as or be deemed to act as a waiver or modification of this Agreement, nor
shall such non-enforcement prevent such party from enforcing each and every term of this Agreement
thereafter.
14. Independent Contractor.
Tyler is 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.
The addresses of the parties to this Agreement are as follows:
To Tyler:
Tyler Technologies,Inc.
One Tyler Drive
Yarmouth,ME 04096
Attention: Chief Legal Officer
To City:
City Manager with copy to:
City of Round Rock
221 East Main Street City Attorney, Stephan L. Sheets
Round Rock,TX 78664 309 East Main Street
Attention: City Manager Round Rock, TX 78664
16. Client Lists.
Client agrees that Tyler may identify Client by name in client lists, marketing presentations, and
promotional materials.
14
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 of 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 shall 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 for a period of two (2) years. This obligation of
confidentiality will not apply to information that:
a) Is in the public domain,either at the time of the 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 that party;or
d) Is subject to the Public Information Act,Chapter 552 of the Texas Government Code(hereinafter,
the "Public Information Act"). Tyler expressly acknowledges its understanding that City is
subject to the Public Information Act, and its awareness and agreement that City will respond to
information requests in accordance with the Act. In accordance with the Public Information Act,
Client shall make a good faith effort to inform Tyler of any requests for Tyler trade secret
information,including without limitation,information in which Tyler holds a proprietary interest.
18. Business License.
In the event a local business license is required for Tyler to perform services hereunder, Client shall
promptly notify Tyler and provide Tyler with the necessary paperwork and/or contact information so that
Tyler may timely obtain such license.
19. Governing Law,Jurisdiction and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the state of Texas,
and jurisdiction and venue for any action shall lie in Williamson County,Texas.
20. Multiple Originals and Authorized Signatures.
This Agreement may be executed in multiple originals,any of which shall be independently treated as an
original document. Each party represents to the other that the signatory set forth below is duly authorized
to bind that party to this Agreement.
[Signatures on the following page.]
15
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the dates set forth below.
Tyler Technologies,Inc.
BY:
Printed Name: _Roberte edy-Jensen
Title: _Director of Cont r s
Date Signed: _January 3 , 2020
City of Ro nd Rock, Texas
By: Y�i /
Printed Namel
Title: NM 16 612.
Date Signed: 2 • 3• y
Attest:
By:
Sara L. White, City Clerk
For City,4anI4
ved as to orm:
By-
4p
y:
4Step heets, City Attorney
16
Exhibit A
. . . tyler
.o technologies
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
•
•••'•• tyler
1
•� Quoted By: Jeff Keller
•••••0• tyler Date: 11/4/2019
• QExpiration:technologies 4/4/2020
�
Quote Name: City of Round Rock-ERP-SaaS Renewal-3 Year Renewal
Quote Number. 2019-94883
Quote Description:
Sales Quotation For
City of Round Rock
Suite 221
221 E Main Street
Round Rock,TX 78664-5299
Phone+1(512)218-5400
SaaS One Time Fees
!Description #Years AnnualFee Impl.Hours Imp[.Cost Data Conversion
Additional:
Accounting/GL/Budget/AP 3.0 $50,426.00 0
$0.00 $0.00
Capital Assets 3.0 $15,253.00 0
$0.00 $0.00
Purchase Orders 3.0 $15,123.00 0
$0.00 $0.00
Project&Grant Accounting 3.0 $11,467.00 0
$0.00 $0.00
Requisitions 3.0 $10,719.00 0 $0.00 $0.00
Risk Management 3.0 $11,467.00 0 $0.00 $0.00
Cash Management 3.0 $10,719.00 0 $0.00 $0.00
Contract Management 3.0 $6,919.00 0 $0.00 $0.00
BMI Asset Track Interface 3.0 $2,385.00 0
$0.00 $0.00
Payroll w/ESS 3.0 $14,808.00 0 $0.00 $0.00
HR Management 3.0 $7,259.00 0 $0.00 $0.00
Recruiting 3.0 $3,460.00 0 $0.00 $0.00
Professional Development 3.0 $4,115.00 0
$0.00 $0.00
General Billing 3.0 $6,290.00 0 $0.00 $0.00
Accounts Receivable 3.0 $13,865.00 0
$0.00 $0.00
2019-94883- CONFIDENTIAL
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SaaS One Time Fees
Description #Years AnnualFee Impl.Hours Imp].Cost Data Conversion'
Tyler Content Manager SE 3.0 $18,896.00 0 $0.00 $0.00
Role Tailored Dashboard 3.0 $10,405.00 0 $0.00 $0.00
Munis Office 3.0 $10,405.00 0 $0.00 $0.00
Tyler Reporting Services 3.0 $12,606.00 0 $0.00 $0.00
TCM Auto Indexing&Redaction 3.0 $3,145.00 0 $0.00 $0.00
TCM Web License 3.0 $3,145.00 0 $0.00 $0.00
eProcurement 3.0 $10,719.00 0 $0.00 $0.00
Tyler Forms Processing 3.0 $8,491.00 0 $0.00 $0.00
Maplink GIS Integration 3.0 $12,960.00 0 $0.00 $0.00
Central Property File 3.0 $2,301.00 0 $0.00 $0.00
Tyler Cashiering 3.0 $36,131.00 0 $0.00 $0.00
IVR Gateway 3.0 $10,604.00 0 $0.00 $0.00
UB Meter Reader Interface 3.0 $10,368.00 0 $0.00 $0.00
Utility Billing CIS 3.0 $32,204.00 0 $0.00 $0.00
TOTAL: $366,655.00 0 $0.00 $0.00
Tyler Software and Related Services
,Description License Impl.Hours Impl.Cost Data Conversion Module Total Year One Maintenance,
Additional:
PACE-10 $0.00 0 $0.00 $0.00 $0.00 $9,214.00
TOTAL: $0.00 0 $0.00 $0.00 $0.00 $9,214.00
Summary One Time Fees Recurring Fees
Total SaaS $0.00 $366,655.00
Total Tyler Software $0.00 $9,214.00
Total Tyler Services $0.00 $0.00
Total 3rd Party Hardware,Software and $0.00 $0.00
Services
Summary Total $0.00 $375,869.00
2019-94883- CONFIDENTIAL 2 of 4
Summary One Time Fees Recurring Fees
Contract Total $1,109,179.00
Optional Other Services
'Description - Discount Extended -
Implementation 8 $175.00 $0.00 $1,400.00
Investment Assessment-Financials 16 $160.00 $0.00 $2,560.00
Investment Assessment-PR/HR 16 $160.00 $0.00 $2,560.00
Investment Assessment-Revenue 16 $160.00 $0.00 $2,560.00
Investment Assessment Write Up-Financials 8 $160.00 $0.00 $1,280.00
Investment Assessment Write Up-PR/HR 8 $160.00 $0.00 $1,280.00
Investment Assessment Write Up-Revenue 8 $160.00 $0.00 $1,280.00
TOTAL: $12,920.00
Unless otherwise indicated in the contract or amendment thereto,pricing for optional items will be held for
six(6)months from the Quote date or the Effective Date of the contract,whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All primary values quoted in US Dollars
2019-94883- CONFIDENTIAL
3 of 4
Comments
Tyler's quote contains estimates of the amount of services needed,based on our preliminary understanding of the size and scope of your project.The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted,prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local,city or federal sales,use excise,personal property or other similar taxes or duties,which you are responsible for determining and
remitting.Installations are completed remotely,but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two(2)weeks in advance,Client is liable to Tyler for(i)all non-refundable expenses incurred by Tyler on Client's behalf;and(ii)
daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
Implementation hours are scheduled and delivered in four(4)or eight(8)hour increments.
Tyler provides onsite training for a maximum of 12 people per class.In the event that more than 12 users wish to participate in a training class or more than one occurrence of a
class is needed,Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
Tyler's cost is based on all of the proposed products and services being obtained from Tyler.Should significant portions of the products or services be deleted,Tyler reserves the
right to adjust prices accordingly.
The Munis SaaS fees are based on 125 concurrent users. Should the number of concurrent users be exceeded,Tyler reserves the right to re-negotiate the SaaS fees based upon any
resulting changes in the pricing categories.
Client agrees that items in this sales quotation are,upon Client's signature of same,hereby added to the Agreement between the parties,and subject to its terms.Additionally,and
notwithstanding anything in the Agreement to the contrary,payment for said items shall conform to the following conditions:Licensee fees for Tyler and 3rd party products are
due when Tyler makes such software available for download by the Client(for the purpose of this quotation,the'Availability Date')or delivery(if not software);Maintenance
fees,prorated for the term commencing when on the Availability Date and ending on the last day of the current annual support term for Tyler Software currently licensed to the
Client,are due on the Availability Date;Fees for services,unless otherwise indicated,plus expenses,are payable upon delivery.
PACE-10:Includes 10 training days and 3 connect passes.Implementation days expire within one year of the order date and can only be utilized on live modules.
Development modifications,interfaces and services,where applicable,shall be invoiced to the client in the following manner:50%of total upon authorized signature to proceed
on program specifications and the remaining 50%of total upon delivery of modifications,interface and services.
2019-94883- CONFIDENTIAL 4 of 4
Exhibit B
. . . tyler
64 technologies
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F(1)of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
SaaS fees will be at our then-current rates.
2. PACE Fees. PACE fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F(1)of this Agreement. Your annual PACE fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
PACE fees will be at our then-current rates.
3. Other Tyler Software and Services.
3.1 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.
3.2 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.
3.3 Other Fixed Price Services:Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary.
4. Third Party Products.
4.1 Third Party Software License Fees: License fees for Third Party Software, if any,are invoiced
when we make it available to you for downloading.
4.2 Third Party Software Maintenance:The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
r
••••• tyler
Oil.
2
Exhibit B
4.3 Third Party Hardware:Third Party Hardware costs, if any, are invoiced upon delivery.
4.4 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.
5. 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:
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA: 121000248
Account: 4124302472
Beneficiary: Tyler Technologies, Inc.—Operating
0•:;:•. tyler
3
Exhibit B
Schedule 1
•
iii••i
. . . tyler
ei technologies
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations&Tickets
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 hours 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
1
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.
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2
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 Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon &7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* 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.
••:;:•. tyler
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.
••:;:•e tyler
4
Exhibit C
• • • tyler
.,.,
• technologies
Exhibit C
SERVICE LEVEL AGREEMENT
I. 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.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
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 which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
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 maintenance windows, Client Error
Incidents and Force Majeure.
Ill. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
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 incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example,the support incident number(s) and the date,time and duration of the Downtime(s).
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 a Client Error
•�z tyler
1
Exhibit C
Incident or Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible,we will provide you with the relief set forth below.
C. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved,as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 5% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle 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.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
Targeted Attainment Actual Attainment Client Relief
100% 98-99% Remedial action will be taken.
100% 95-97% 4%credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <95/ 5%credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter's Service Availability,Downtime,
any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows,Client Error Incidents,
and Force Majeure.
We perform 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.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure,we will file with you a signed request
that said failure be excused. That writing will at least include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
••�c= t y I e r
2
Exhibit C
Schedule 1
•
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. . . tyler
4111111
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community—an on-line resource,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.
(2) On-line submission (portal)—for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email—for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4) Telephone—for urgent or complex questions, users receive toll-free, unlimited telephone
software support.
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 and other information including
support contact information.
(2) Tyler Community—available through login,Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase—A fully searchable depository of thousands of documents related to
procedures, best practices, release information,and job aides.
(4) Program Updates—where development activity is made available for client consumption
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). Clients may receive coverage
across these time zones.Tyler's holiday schedule is outlined below.There will be no support coverage
on these days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
tyler
1
Exhibit C
Schedule 1
Issue Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique incident number.This system tracks the history of each incident.The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
the incident number,through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number,which corresponds to the client's needs and deadlines.The
client is responsible for reasonably setting 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 responses and resolutions.
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level 1
complete application failure or incidents within one(1)business hour of receipt of the
application unavailability;(b) support incident. Tyler shall use commercially
1 application failure or unavailability in reasonable efforts to resolve such support incidents or
Critical one or more of the client's remote provide a circumvention procedure within one(1)
location;or(c)systemic loss of multiple business day. For non-hosted customers,Tyler's
essential system functions. 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 2
repeated,consistent failure of essential incidents within four(4)business hours of receipt of the
functionality affecting more than one support incident. Tyler shall use commercially
2 user or(b)loss or corruption of Data. reasonable efforts to resolve such support incidents or
High provide a 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.
Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3
circumvention procedure,or a Priority incidents within one(1)business day of receipt of the
Level 2 incident that affects only one support incident. Tyler shall use commercially
3 user or for which there is an existing reasonable efforts to resolve such support incidents
Medium circumvention procedure. without the need for a circumvention procedure with the
next published maintenance update or service pack. For
non-hosted customers,Tyler's responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
••�•• tyler
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Exhibit C
Schedule 1
Priority
Level Characteristics of Support Incident Resolution Targets
Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4
4 non-essential functionality or a incidents within two(2)business days. Tyler shall use
Non- cosmetic or other issue that does not commercially reasonable efforts to resolve such support
critical qualify as any other Priority Level. incidents,as well as cosmetic issues,with a future
version release.
Incident Escalation
Tyler Technology's software support consists of four levels of personnel:
(1) Level 1:front-line representatives
(2) Level 2: more senior in their support role,they assist front-line representatives and take on
escalated issues
(3) Level 3:assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed,they may contact the appropriate Software
Support Manager. After receiving the incident tracking number,the manager will follow up on the open
issue and determine the necessary action to meet the client's needs.
On occasion,the priority or immediacy of a software support incident may change after initiation.Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately.A software support incident can be escalated by any of the following
methods:
(1) Telephone—for immediate response, call toll-free to either escalate an incident's priority or to
escalate an issue through management channels as described above.
(2) Email—clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal—clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client's database, process or setup to diagnose a
problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote
support tool.Support is able to quickly connect to the client's desktop 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.
%:c--, tyler
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Exhibit D
. . . tyler
ea technologies
Exhibit D
End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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1
Exhibit D
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (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.
DocOrioin
SOFTWARE LICENSE
IMPORTANT-READ CAREFULLY: This End-User :License Agreement ("Agreement' or 'EULA7) 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 Eclipse Corporation'I►"rSL,Inc. referred to in this EULA as Eclipse Corporation,for the DocOrigin software
product haat 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#hat 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 kms are not accompanied by a separate license agreement or terms,of:use. If you
receive the Software under separate terms from your distributor, those terms will take precedence over any
conflicting terms of this EULA.
By installing,copying, downloading,accessing or otherwise using the Sofrayare, you agree:o be bound by the terms
of this EULA. If you do not agree to the terrrts 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(l)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTIT`f'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 dated and or provided by Eclipse
Corporation .designed to provide unlocked access to the Soft'-ware 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, noxa-exclusive, non transferable license to download and install a copy of
the Software from www.d000rigin.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 liar 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 wash to continue using the Software You may, on
paymentL 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 liar 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 DocOrig in 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. Subj=ect to all of the terms and condidons
of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse
Corporation due to your breach of the terms of this Agreemenrt),non-exclusive, non transferable,worldwide
••:; tyler
z
Exhibit D
non-sub license able license to download and instal a copy of the Software from www.docod&.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 authofted disMbutors 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 clue to your breach of the
terms of this Agreement),non-exclusive,non transferable,worldwide non-sub license able license to use the
Software in acccordance with the license type purchased by you as set out on your purchase order as further
describes! below. For greater certainty, unless otherwise agreed in a purchase order concluded viith an
approved distributor of the software, and approved by EclipseCorporation, the default license to the
Software is a per-GPU license as described in A-below--
A-
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 Incense 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 for 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 itM's requires one license per'4'M server. An enterprise license is available
upon request Pricing varies based on the size o=thecompany.
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 I or more
pages. For instance,a batch of invoices for 25D customers may contain 11,1380 pages, this will be
counted as 250 documents which should correspond to 25D invoices.
C. Per-surface.This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software- The combined data and
template produce documents of-one or more pages, the pages may be printed one side (one
sur"ace) or duplexed (2 surfaces). The documents may be rendered to a computer file(i.e. POF),
eadh page placed in the file is considered a surface.A►document may contain I or more sueaces-
For instance, a batch of invoices for 25D customers may contain 500,pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failcver in the event of lass of use of the production server(s).
This, license is for disaster recovery purposes only and under no circumstance may the 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 stare a copy of the
installation files for tie Software solely for backup or archival purposes.Exoep'.as expressly provided in this
EU LA, you may no- otherwise- make copies of the Software or the printed materials accompanying the
Software.
1.F 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
third-party software a reg ranted to You.
••:;:•. tyler
3
Exhibit D
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 after any copyright,trademark andlor proprietary notices marred 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 Sof ware available to any third party
(including, without Irritation, any contractor, franchisee, agent or dealer) bout first obtaining the written
agreement of(a)Eclipse Corporation to that use, and (b) such third party to comply with this Agreement You
further agree not to(i)rent,lease,sell,sublicense, assign.or otherwise transfer the Software to anyone else;(ir)
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 par of a time-sharing service,
our-sourcing service, service bureau, application service provider or managed service provider offering. You
fUrther agree not to reverse engineer,decomple,or disassemble the Software.
3. UPDATES, MAINTEUMCE 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. Use of any updates provided to You shave 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 cha racteristics 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 order to 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 We 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 tide 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 lays 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
SUFFORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN "AS IS"BASIS
AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
WR17TEN 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.THAT THE SOFTWARE
'41y'ILL 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 ef=ective or the applicable lava may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
•'• tyler
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Exhibit D
B. INDEMNIFICATION S LIMITATIONS OF LIABILITY.
6.1 Ecfipse Corporation shall defend and/or settle at its expense, 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'),and Edipse Corporation shall pay all damages finally
awarded by a court of competent jurisdiction to such third party against You,or any settlement amounts agreed
by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Coq oration promptly of any You
Claims, permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse
Corporation, at Eclipse Corporations expense, in defending or settling such Claims. Eclipse Corporation shall
not be I<iab;e for any settlement amounts entered into by You without Eclipse Corporation's prior written approya I.
If Eclipse Corporation has reason to believe that it would be suboct to an injunctlon or continuing damages
based on the Software,then Eclipse Corporation may(and if Eclipse Corporation or any of lits customers or 1hi rd
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 snake it non-infainging andlar 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 its commercially practicable, require You to cease using the Software and 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
r{)the combination of the Software with any other service, software,data or products not provided or approved
by Eclipse Corporation,or(rij the use of any material provided by You or any and 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 LATH, 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.
15.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT
TO THE SOFTWARE SAND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION 'if1(ITH 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 LIMI7ED IN THE AGGREGATE TO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO
THE CLAIM.
6.3 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.
T. TERM AND TERM1'NATION
7.1 The terns of this Agreement will begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as long as You use the SDfhvare, unless earfier terminated sooner under this section T.
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 c f 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.
••:;:•. tyler
5
Exhibit D
7.3 Your nights to use the Software will immediately terminate upon termination or expiration of this Agreement
Within thirty f3l]i days o=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
Co gporation
8- GENERAL PROVISIONS
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_
82 Severability. If any provision of this Agreen-en: is, or becomes, unenforceable. is will he severed from chis
Agreement and the remainder of this Agre-ment will remain in full=orae and effeect
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 Goveming Law and Venue if You are located in the USA- This Agreement shall be governed by the laws of
the State of Texas fi You are boated in the USA_ No choice of laws rules of any jurisdicfiDn shall apply to this
Agreement You consent and agree that the courts of the State of Texas shall have jurisdiction-over any legal
action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the
jurisdiction of such courts for any such action or proceeding.
8.5 Governing Law and Venue if You,are not located in the USA. This Agreement shall be governed by the laws
of the Province of Ontario in Canada if You are not located in the USA _ No choice of laws rules of any
jurisdiction shall apply to this Agreement_ You consent and agree that the courts of the Prwince of Ontario in
Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this
Agreement,and You consent to the jurisdiction of such courts for arry such action or proceeding.
8.$ 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 regent version of the Agreement will
be available on the Eclipse Corporation website wwvw.docor-igin.com_
Last Updated:July 22,2417
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