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SOFTWARE AS A SERVICE AGREEMENT <br />This Software as a Service Agreement is made between Tyler and Client . <br />WHEREAS , Client selected Tyler to provide certain products a nd services set forth in the Investment <br />Summary, including providing Client with access to Tyler 's proprietary software products, and Tyler <br />desires to provide such products and services under the terms of this Agreement; <br />NOW THEREFORE , in consideration of the foregoing and of the mutual covenants and promises set forth <br />in this Agreement, Tyler and Cl ient agree as follows : <br />SECTION A-DEFINITIONS <br />1. Agreement means this Software as a Services Agreement. <br />2 . Business Travel Policy means our business travel policy. A copy of our current Business Travel Policy <br />is attached as Schedule 1 to Exhibit B. <br />3 . Client means Kittitas County, WA. <br />4 . Data means your data necessary to util ize the Tyler Software. <br />5 . Data Storage Capacity means the contracted amount of storage capacity for your Data identified in <br />the Investment Summary. <br />6. Defect means a failure of the Tyler Software to substantially conform to the functional descriptions <br />set forth in our written proposal to you, or their functional equivalent, based on a condition within <br />our reasonable control. Future functionality may be updated, modified, or otherwise enhanced <br />through our maintenance and support services, and the governing functional descriptions for such <br />future functionality will be set forth in our then-current Documentation. <br />7 . Developer means a third party who owns the intellectual property rights to Third Party Software. <br />8 . Documentation means any online or written documentation related to the use or functionality of <br />the Tyler Software that we provide or otherwise make available to you, including instructions, user <br />guides, manuals and other training or self-help documentation. <br />9 . Effective Date means the last signature date set forth in the signature block. <br />10. Force Majeure means an event beyond the reasonable control of you or us, including, without <br />limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other <br />cause that could not with reasonable diligence be foreseen or prevented by you or us. <br />11. Investment Summary means the agreed upon cost proposal for the products and services attached <br />as Exhibit A. <br />12 . Invoicing and Payment Policy means the invoicing and payment policy . A copy of our current <br />Invoicing and Payment Policy is attached as Exhibit B. <br />13. Initial Term and Renewal Term have the meanings set forth in Section F(l) "Term and Termination" <br />herein. <br />Page 1 of 28 <br />··::I,. tyler