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<br />3 <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 /> <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 /> <br />3. Ownership. <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <br />6. SaaS Services. <br /> <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 />Docusign Envelope ID: 6FC12B63-3E9A-4FBB-9F3D-622DAFB48167