Kittitas County Juvenile Court Services Software as a Service Agreement to the BoCC.090419

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14. SaaS Fees means the fees for the SaaS Services identified in the Investment Summary. 15. SaaS Services means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. 16. SLA means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. 17. Support Call Process means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. 18. Third Party Terms means, if any, the end user license agreement(s) or similar terms, as applicable and attached as Exhibit D which exhibit may be amended from time to time in accordance with this Agreement. 19. Third Party Hardware means the third -party hardware, if any, identified in the Investment Summary. 20. Third Party Products means the Third Party Software and Third Party Hardware. 21. Third Party Software means the third -party software, if any, identified in the Investment Summary and not embedded in the Tyler Software. 22. Tyler means Tyler Technologies, Inc., a Delaware corporation. 23. Tyler Software means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. The Tyler Software also includes embedded third -party software that we are licensed to embed in our proprietary software and sub -license to you. 24. we, us, our and similar terms mean Tyler. 25. you and similar terms mean Client. SECTION B — SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS Services solely for your internal business purposes. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(8) "Maintenance and Support". 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. You may add additional concurrent users on the terms set forth in Section H(1) "Additional Products and Services". 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. We reserve all rights not expressly V.t ler Page 2 of 28 ,'.,e e_---