Licensee agrees to be bound by these terms and conditions in this END USER LICENSE AGREEMENT (“Agreement”) which governs the use and license rights associated with the Licensed Software. The parties are referred to herein individually as Party or collectively as Parties.

WHEREAS, Tyler has designed, developed, purchased or configured certain computer software systems, including Turnkey Solutions and modules on the Case Management Development Platform (“Licensed Software”); and

WHEREAS, Licensee desires to acquire from Tyler and Tyler wishes to grant to Licensee a non-exclusive SaaS license to use the Licensed Software as further defined, permitted, conditioned, and restricted below.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and in consideration of covenants and obligations hereinafter set forth, the Parties agree to be bound by the terms and conditions as follows:

Section A

1. Origin of Licensed Software

   The Parties expressly agree that the Licensed Software is fully commercial software developed by or for Tyler exclusively at private expense under the specification, direction and control of Tyler.

2. Ownership of Licensed Software, Tyler Licensor's Software, ISV Supported Software, or Third Party Software

   Software and Documentation. The Parties expressly agree that ownership of the Licensed Software resides solely and exclusively in Tyler together with all Intellectual Property Rights as defined in this Agreement pertaining thereto including copyright, trademark, trade secret, and patent rights. To the extent applicable by law, Tyler shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Software and Documentation, all copies thereof, and all modifications, derivatives, Correction, Update and enhancements thereto (including ownership of all copyrights, trade secrets, inventions, patents and patent applications, trade, product or service names and all other intellectual property rights pertaining thereto) (collectively, a "Derivative"), subject only to the right and License expressly granted to Licensee herein. This Agreement does not provide Licensee or its Affiliates with title or ownership of the Licensed Software, but only a right of limited use as further delineated herein. Tyler’s licensors, ISV Supported Software and Third Party Software vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software and documentation. To the extent permitted by applicable law, any Derivatives created by Tyler’s licensor, ISV Supported Software or Third Party Software vendor’s software or documentation shall be owned solely and exclusively by the respective party whom owns the Intellectual Property Rights of the underlying software, as applicable. To the extent permitted by applicable law, Licensee assigns title, ownership, and all rights to Tyler in any Derivative not otherwise owned by Tyler. To the extent an assignment is not effective under applicable law, Licensee grants Tyler an exclusive, perpetual, fully-paid, transferable, irrevocable license to use, reproduce, distribute, and commercialize the Derivative to the fullest extent permissible and effective under applicable law.

3. License Grant; Authorized Usage

   License Grant for Software as a Service (SaaS). The License Grant for SaaS shall become effective on the Effective Date and remain in effect through the License Period. This Agreement grants a limited, worldwide, non-exclusive, non-transferable personal license (“License”) to use one copy of the Licensed Software for the License Period. The License is to the object code version of the Licensed Software, any Configuration, Third Party Software, and/or any application or operation software installed on equipment located at a physical data center as further delineated (as applicable) in the Contract. Licensee may only use the Licensed Software under this Section for its own internal business use. Internal business use as used herein means that Licensee may not use the Licensed Software to process accounts or records or to generate output data for the direct benefit of, or for purposes of rendering services to, any other business entities or organizations. The Licensed Software and Documentation contain proprietary and trades secret information of Tyler and Licensee agrees to keep the Licensed Software strictly confidential.

Section B

1. Fees and Other Charges

   License Fees do not include taxes or Professional Services, travel and living expenses for installation and training, file conversion costs, optional products and services or other consulting services requested by Licensee, or the costs of any recommended hardware or third party software. If Professional Services are included in a separate Quote, Licensee agrees to pay such fees when the Professional Services are rendered and/or the Licensed Software is delivered, as agreed in the separate contract or otherwise invoiced by Tyler. Tyler reserves the right to request a modification or contract for additional service fees if Licensee or its Affiliates seeks Tyler’s assistance outside the scope of this Agreement.

2. Warranty

   Tyler does not warrant that the Licensed Software will be error or defect-free in all circumstances. In the event of any defect or error covered by such warranty, Licensee agrees to provide Tyler with sufficient detail to allow Tyler to reproduce the defect or error. Licensee’s exclusive remedy for any defect or error in the Licensed Software covered by such warranty, and as Tyler’s entire liability in contract, tort, or otherwise, Tyler will correct such error or defect at Tyler’s facility by issuing corrected instructions, a restriction, or a bypass or any other correction technique in its sole discretion. If Tyler is unable to correct such defect of error after a reasonable opportunity, Tyler will refund the remaining unused portion of any License Fees for such Licensed Software. However, Tyler is not responsible for any defect or error not reported or any defect or error in a Program which Licensee has modified, misused, or damaged.

3. Limitation of Liability

   1. The cumulative liability of Tyler to Licensee for all claims for direct damages relating to the Licensed Software and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all License Fees paid to Tyler for the relevant Licensed Software or services within the prior year.
   2. EXCEPT FOR LICENSEE'S VIOLATION OF THE TERMS OF ITS LICENSE OR INFRINGEMENT OF TYLER'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER (WHETHER IN TORT OR CONTRACT) FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST DATA, AND LOST PROFITS, LOST OPPORTUNITY COSTS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF LICENSEE IS COMPOSED OF MORE THAN ONE PERSON OR ENTITY, EACH SUCH PERSON AND ENTITY SHALL BE JOINTLY AND SEVERALLY LIABLE UNDER THIS AGREEMENT.

4. Termination; Survival

   In the event of a termination, Licensee’s right to use the Licensed Software shall terminate in its entirety and shall not survive termination. For avoidance of doubt, Licensee’s failure to fully and completely adhere to the terms hereof pertaining to License Grant; Authorized Usage; or Limitation of Use; or a breach of Confidentiality, or failure to timely pay any fees agreed under this Agreement shall be deemed a material default under this Agreement. Upon termination of this Agreement as a result of Licensee’s default, or upon expiration of the Licensed Software License Period if applicable, Licensee’s License will terminate and Licensee shall be required to cease all use of the Licensed Software and Documentation.

5. Confidentiality and Non-Disclosure

   1. “Confidential Information” means any information which one party (“Disclosing Party”) provides, either directly or indirectly, to the other ("Receiving Party") in connection with this Agreement, including the Licensed Software and Personal Information, the terms of this Agreement, or information related to the business of the Disclosing Party that (1) if in tangible form, is clearly marked at the time of disclosure as being confidential, or (2) if disclosed orally or visually, is designated at the time of disclosure as confidential, or (3) is reasonably understood to be confidential or proprietary information, whether or not marked. "Personal Information" means any information (including information forming part of a database), about an individual data subject whose identity is apparent, or can reasonably be ascertained from the information, that is disclosed by one party to this Agreement to another.
   2. Except as required by the Freedom of Information Act or the corresponding state statute as applicable, Confidential Information will be protected and held in confidence by the Receiving Party and will be used only for the purposes of this Agreement and related internal administrative purposes. Disclosure of the Confidential Information will be restricted to the Receiving Party's affiliates, employees, contractors and business partners on a "need to know" basis, provided that they are bound by confidentiality obligations no less stringent than those in this Agreement prior to any disclosure. Confidential Information does not include information that (1) is already known to Receiving Party at the time of disclosure, (2) is or becomes publicly known through no wrongful act or failure of the Receiving Party, (3) is independently developed by Receiving Party without benefit of Disclosing Party's Confidential Information, or (4) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. In the event of any records requests, Receiving Party shall take all steps necessary to protect Disclosing Party's Confidential information.
   3. Each party agrees to protect the other's Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials of similar kind, but in no event with less than a reasonable standard of care. A Receiving Party may disclose Confidential Information to the extent required by law, provided that the party required to disclose the Confidential Information provides the original Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Receiving Party of its confidentiality obligations with respect to any other party. These confidentiality restrictions and obligations will remain in effect until the information ceases to be Confidential Information. If Licensee participates in a Tyler-sponsored group event, this Section B5 shall apply to Confidential Information disclosed by any group participant, and Tyler may provide a copy of this Section B5 to any Disclosing Party seeking to enforce its provisions.
   4. Upon the request of Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information, and any documents derived from the Confidential Information, or at the Disclosing Party's option, shall certify in writing that all copies of the Confidential Information and derivative documents have been destroyed. The Receiving Party may return any Confidential Information to the Disclosing Party at any time. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Receiving Party's information systems procedures, provided that Receiving Party shall make no further use of Confidential Information contained in those copies.

6. Governing Law

   Unless stated otherwise in a separate Purchase Order, this Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without regard to any conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

7. Independent Contractor.

   Each party is at all times acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other.

8. Force Majeure

   Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, communications failures, power outages, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

9. Commercial Computer Software

   The Licensed Software provided under this Agreement is commercial computer software developed exclusively at private expense.

10. Compliance With Law

    1. Licensee warrants to Tyler that it will comply with all applicable laws and will collect, use, transfer and otherwise Process any Personal Information collected by or through the Licensed Software or that Licensee discloses to Tyler under this Agreement in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments, including Privacy Laws.
    2. Licensee will remain the controller of Personal Information it provides to Tyler and that it will not instruct Tyler to Process any such Personal Information in any way that will violate any applicable laws including Privacy Laws.
    3. Licensee will use the Licensed Software Annual Support and Maintenance Services and Professional Services in compliance with any laws, enactments, regulations, collective labor agreements, orders, standards and other similar instruments that might be applicable to Licensee.
    4. Licensee will obtain all necessary approvals, authorizations, or other consents, and will maintain any registrations, requirements, mandatory procedures or similar obligations that may be applicable to Licensee.
    5. Licensee shall be responsible to Tyler for any costs, loss or damage Tyler incurs as a direct or indirect result of Licensee’s breach of this Section or Licensee’s failure to comply with laws.

11. Infringement.

    1. If a third party claims that the Licensed Software infringes any U.S. copyright, trademark, or trade secret (a “Claim”), Tyler will (as long as Licensee is not in default under this Agreement) defend Licensee against such Claim at Tyler’s expense and pay all damages that is fully adjudicated and finally awarded; provided, however, that Licensee (i) promptly notifies Tyler in writing of the claim, (ii) allows Tyler sole control of any defense or settlement of the Claim; (iii) reasonably cooperates with Tyler (at Tyler’s expense) in, the defense or any related settlement negotiations; and (iv) Licensee complies with Tyler's direction to cease using any Software that in Tyler's reasonable judgment may be ruled to cause an infringement of a third party's Intellectual Property Rights.
    2. Tyler shall have no liability to Licensee to the extent that any infringement action or claim is based upon or arises out of (1) use of ISV Supported Software, (2) modification of the Software or Documentation by Tyler according to Licensee's specifications, (3) modification of the Software or Documentation by Licensee or any third party or the use of the Software or Documentation or any portion thereof in combination with any other equipment or software, (4) Licensee's failure to comply with Tyler's direction to cease any activity that in Tyler's reasonable judgment may be ruled to cause an infringement of a third party's Intellectual Property Rights, or (5) Licensee's use of the Software or Documentation that is not strictly in accordance with the terms of this Agreement. THIS SECTION B11 STATES TYLER’S ENTIRE AND EXCLUSIVE OBLIGATION TO LICENSEE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

12. Assignment.

    Licensee may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation, and any assignment made in violation of this provision shall be invalid. However, Licensee may assign this Agreement, without Tyler's written consent, to any successor in interest by way of merger or consolidation or the acquisition of substantially all of Licensee's assets; provided that (1) assignor's account with Tyler is current at the time of assignment, (2) assignee is not a direct competitor of Tyler, and (3) assignee shall be bound by the terms and conditions of this Agreement, as written. The assignee shall provide evidence of the transaction and, if applicable, shall convert, true up, expand, or relocate the assigned Licenses subject to Tyler's then-current fee.

Updated 03/02/22

• Section A
• Section B

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