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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 /> • ° tyler <br /> 0000 <br /> 00 . <br /> 3 <br />