Common use of License Grant and Restrictions Clause in Contracts

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

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License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. With respect to the “Energov” labeled modules, such use shall be limited to the number of Defined Named Users, as defined herein. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non-commercial reference purposes only. Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction except to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of expressly authorized in this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non‐ commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliancexxxxx://xxx.xxxxxxxxx.xxx/about‐us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We For so long as the then-current subscription fees are timely paid as set forth in the Investment Summary and Invoicing and Payment Policy, we grant a license to you a license and/or your Authorized User(s) to use the Tyler Software for your internal business purposes onlyto process Authorized Disputes (the “Permitted Purposes”). The Tyler Software will be made available through a website located at a URL that we will provide you, in the scope of the internal business purposes disclosed which URL we may change from time to us as of the Effective Datetime upon no less than ten (10) days’ notice to you. You may make copies be provided access to an additional copy of the Tyler Software for backup and testing purposes, so long as such copies are copy is not used in production and the testing is for internal use only, and so long as such copy is destroyed when payment on subscription fees is suspended. Your rights The license to use the Tyler Software are perpetual is coterminous with the duration of subscription fee payments, but may be revoked if you and/or your Authorized Users do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by you and/or your employees Authorized Users for internal, non- non-commercial reference purposes only. 1.3 You and/or your Authorized Users may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction ; or (e) attempt to the extent required for them to provide services to the Client. Any such use by, interfere with or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to disrupt the Tyler Software or Documentation gain access to abide by any systems or networks that connect thereto, except as required to access the terms and conditions of this AgreementTyler Software. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your under the Maintenance and Support AgreementTerms. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 1.6 We do not own, or have any rights in or to any Case Data and Configuration Data. To the extent you have provided that data to us, you grant us a limited, royalty free, revocable license to use that Case Data and/or Configuration Data for the term of this Agreement, but only so long as such use relates to our performance under this Agreement and subject to the confidentiality provisions set forth below. We own all Usage Data. Upon the County’s written consent, Tyler shall provide the Pew Charitable Trust with certain Case Data reports, not to include any personal information of the Authorized Users.

Appears in 1 contract

Samples: Subscription License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 Tyler will make available the EnerGov SDK/API toolkit so that the City may develop the integrations to the Tyler Software that the City has identified to Tyler as of the Effective Date. Tyler will also make available the sample source code that is included in the toolkit package and any other non-proprietary files or code that Tyler provided to the City of Xxxxxxxxx, Nevada for Xxxxxxxxx’x development of similar integrations (the “Materials”). The Materials are made available “as is,” and Tyler makes no warranty whatsoever regarding them. For the avoidance of doubt, the City understands and agrees that nothing herein gives the City a right to the Tyler Software source code except as expressly provided in this Agreement, and that Tyler’s intellectual property indemnification obligations do not extend to any claim arising out of or relating to the City’s use of or access to the Materials. Nothing herein shall limit in any way Tyler’s right or ability to make use of the toolkit or the Materials on its own, or to make the toolkit or the Materials available for use by any other Tyler customer. 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non-commercial reference purposes only. 1.3 1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. With respect to the “Energov” labeled modules, such use shall be limited to the number of Defined Named Users, as defined herein. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement.. To the extent Client purchases MyGovPay/Virtual Pay, additional terms and conditions related to those applications are set forth at Exhibit D. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliancexxxxx://xxx.xxxxxxxxx.xxx/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 1.8 Notwithstanding anything contained herein, we agree you shall retain all rights to Client Data. We disclaim all ownership and other rights as to Client Data, except any limited rights expressly granted by you in writing to allow us to analyze Client Data.

Appears in 1 contract

Samples: License and Services Agreement

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License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard Standards (PCI DSS) Security Council compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliancexxxxx://xxx.xxxxxxxxx.xxx/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: Software Licensing Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 Without limiting the terms of Section 1.1, you understand and agree that the Citizen Self Service (Xxxxx Xxxxxx), Employee Self Service (Xxxxx Xxxxxx), Xxxxx Notify and EnerGov Citizen Self-Service Portal (Xxxxx Hosted) modules set forth in the Investment Summary are licensed to you on a subscription basis. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your license to use the associated module will be suspended unless and until payment in full has been made. 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software Software, for the number of licenses identified in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. You may add additional licenses 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 licenses at our then-current list price, also by executing a mutually agreed addendum. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties, provided, however, that the Client’s consultants, contractors, and business partners may access the Tyler Software under the Client’s direction to the extent required for them to provide services to the Client. Any such use by, or disclosure to, said third parties is strictly subject to the terms and conditions of this Agreement. To the extent permitted by Virginia law, Client shall be liable for any failure of a third party gaining access to the Tyler Software or Documentation to abide by the terms and conditions of this Agreement. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at xxxxx://xxx.xxxxxxxxx.xxx/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. Should Tyler be out of compliance with current PCI DSS compliance requirements at any point while Tyler applications that take or process credit card payment data are in use by the Client, then Tyler agrees to take industry standard actions necessary to bring the applications into compliance as soon as practicable from the point in time in which the out of compliance status is discovered. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

Appears in 1 contract

Samples: License and Services Agreement

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