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12 <br /> • <br /> ••::•. y <br /> t I e r <br /> . � <br /> • technologies <br /> SOFTWARE AS A SERVICE AGREEMENT <br /> This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. <br /> WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment <br /> Summary, including providing Client with access to Tyler's proprietary software products, and Tyler <br /> desires to provide such products and services under the terms of this Agreement; <br /> NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth <br /> in this Agreement,Tyler and Client agree as follows: <br /> SECTION A—DEFINITIONS <br /> • "Agreement" means this Software as a Service Agreement. <br /> • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel <br /> Policy is attached as Schedule 1 to Exhibit B. <br /> • "Client" means Orange County. <br /> • "Data" means your data necessary to utilize the Tyler Software. <br /> • "Data Storage Capacity" means the contracted amount of storage capacity for your Data <br /> identified in the Investment Summary. <br /> • "Defect" means a failure of the Tyler Software to substantially conform to the functional <br /> descriptions set forth in our written proposal to you, or their functional equivalent. Future <br /> functionality may be updated, modified, or otherwise enhanced through our maintenance and <br /> support services, and the governing functional descriptions for such future functionality will be <br /> set forth in our then-current Documentation. <br /> • "Defined Users" means the number of users that are authorized to use the SaaS Services. The <br /> Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A <br /> contains Enterprise Permitting& Licensing labeled software, defined users mean the maximum <br /> number of named users that are authorized to use the Enterprise Permitting& Licensing labeled <br /> modules as indicated in the Investment Summary. <br /> • "Developer" means a third party who owns the intellectual property rights to Third Party <br /> Software. <br /> • "Documentation" means any online or written documentation related to the use or <br /> functionality of the Tyler Software that we provide or otherwise make available to you, including <br /> instructions, user guides, manuals and other training or self-help documentation. <br /> • "Effective Date" means the date by which both your and our authorized representatives have <br /> signed the Agreement. <br /> • "Force Majeure" means an event beyond the reasonable control of you or us, including, without <br /> limitation, governmental action, war, riot or civil commotion,fire, natural disaster, or any other <br /> cause that could not with reasonable diligence be foreseen or prevented by you or us. <br /> • "Investment Summary" means the agreed upon cost proposal for the products and services <br /> attached as Exhibit A. <br /> ••�•• tyler <br /> 1 <br />