OTHER-2025-077-Tyler software as a service agreement

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LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED ( A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F ( 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 OF AN ESSENTIAL PURPOSE OF ANY REMEDY . THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G ( 1 ) AND G ( 2 ) . S . EXCLUSION OF CERTAIN DAMAGES . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . 6 . Insurance . During the course of performing services under this Agreement, we agree 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 . We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies , which will automatically add you as an additional insured to our Excess/ Umbrella Liability policy as well . We will provide you with copies of certificates of insurance upon your written request . SECTION H - GENERAL TERMS AND CONDITIONS 1 . Additional Products and Services . You 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 , you may purchase additional products and services at our then - current list price , also by executing a mutually agreed addendum . The terms of this Agreement will 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 will be valid for twelve ( 12 ) months from the Effective Date . 3 . Dispute Resolution . You agree to provide us with written notice within thirty ( 30 ) days of becoming aware of a dispute . You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative . Senior representatives will convene within thirty ( 30 ) days of the written dispute notice , unless otherwise agreed . All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule . If we fail to resolve the dispute , then the parties shall participate in non - binding mediation in an effort to resolve the dispute . If the dispute remains unresolved after mediation , then either of us may assert our respective rights and remedies in a court of competent jurisdiction . Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures . • , tyler 10