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DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 <br /> the ordinary course of your business.This shall be understood to include the shared services land <br /> management and development functions performed by inter-governmental agencies and municipal <br /> users who, in the normal course of their business, have the need to access and/or review the land <br /> management records you generate, or that originate with you, or who desire to generate land <br /> management records unique to that agency or municipality within the licensed instance of the Tyler <br /> Software, and subject to the limitations set forth in this Agreement. <br /> • "Investment Summary" means the agreed upon cost proposal for the software, products, and services <br /> attached as Exhibit A. <br /> • "Invoicing and Payment Policy" means the invoicing and payment policy attached as Exhibit B. <br /> • "Maintenance and Support Agreement" means the terms and conditions governing the provision of <br /> maintenance and support services attached as Exhibit C. <br /> • "Proposal" means our written response to your RFP, including the written clarifications submitted <br /> post-Proposal (EnerGov Part 1 Responses to Cost and SOW Post Demo Follow-Up, EnerGov Part 2 <br /> Functionality Post Demo Follow-Up, EnerGov Cost Proposal Clarifications, and EnerGov Technical and <br /> GIS Clarification Follow-Up) as well as Appendix A—Final with OC comments re: non-compliance <br /> issues. <br /> • "Request for Proposal" or"RFP" means the procurement documentation you issued for the software <br /> and services that are the subject of this Agreement, identified as RFP#5202 and subsequent <br /> amendments. <br /> • "Statement of Work" means the document, set forth at Exhibit D, setting forth the terms and <br /> conditions under which Tyler will deliver the in-scope professional services to implement the Tyler <br /> Software. <br /> • "Support Call Process" means the support call process attached as Schedule 1 to Exhibit C. <br /> • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. <br /> • "Tyler Software" means our proprietary software and related interfaces identified in the Investment <br /> Summary and licensed to you through this Agreement. <br /> • "we", "us", "our" and similar terms mean Tyler. <br /> • "you"and similar terms mean Client. <br /> SECTION B—SOFTWARE LICENSE <br /> 1. License Grant and Restrictions. <br /> 1.1 We grant to you a license to use the Tyler Software for your Internal Business Purposes only. You may <br /> make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used <br /> in production and the testing is for internal use only. Upon payment in full under Section B(2),your <br /> rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms <br /> of this Section B(1). <br /> 1.2 You understand the scope of your license is limited to the number of licenses set forth in the <br /> Investment Summary. Therefore,you agree that any inter-governmental agency or municipal user, <br /> within the scope of your Internal Business Purposes, must be allocated one of the named user licenses <br /> set forth in the Investment Summary, or you must acquire additional named user licenses for those <br /> users on the terms and conditions set forth in this Agreement. You further understand and agree that <br /> you are responsible for those users' compliance with the terms and conditions of this Section B, as if <br /> those users were your employees or agents, and any breach of those terms and conditions will be <br /> ••-o . tyler <br /> 2 <br />