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14 <br /> and conditions of this Agreement including, without limitation, Section B(4). We will make any such <br /> software available to you for download. <br /> 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our <br /> Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount <br /> of Data Storage Capacity. You may add additional users or additional data storage capacity on the <br /> terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined <br /> Users or Data Storage Capacity,we reserve the right to charge you additional fees commensurate <br /> with the overage(s). <br /> 3. Ownership. <br /> 3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software, <br /> and anything developed by us under this Agreement. You do not acquire under this Agreement <br /> any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. <br /> 3.2 The Documentation is licensed to you and may be used and copied by your employees for <br /> internal, non-commercial reference purposes only. <br /> 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize <br /> that except to the extent necessary to carry out our obligations contained in this Agreement,we <br /> do not create or endorse any Data used in connection with the SaaS Services. <br /> 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS <br /> Services available in any manner to any third party for use in the third party's business operations; <br /> (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of <br /> the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a <br /> third party in building or supporting, products or services competitive to us; or(d) license, sell, rent, <br /> lease,transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service <br /> bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or <br /> Documentation available to any third party other than as expressly permitted by this Agreement. <br /> 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the <br /> term of this Agreement. If the Tyler Software does not perform as warranted,we will use all <br /> reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the <br /> maintenance and support process set forth in Section C(9), below,the SLA and our then current <br /> Support Call Process. <br /> 6. SaaS Services. <br /> 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on <br /> Standards for Attestation Engagements("SSAE") No. 21. We have attained, and will maintain, <br /> SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS <br /> Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution <br /> of a mutually agreeable Non-Disclosure Agreement ("NDA"), we will provide you with a <br /> summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the <br /> NDA is in effect and in which you make a written request,we will provide that same <br /> •00•• tyler <br /> .,.. <br /> 3 <br />