R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS THIS AGREEMENT is effective as of the date of acceptance set forth at the end hereof,and is by and between Tyler Technologies, Inc.,hereinafter referred to as COMPANY and the party signing this agreement as the"SUBSCRIBER". DEFINITIONS COMPANY Web Services COMPANY Web Services are designed to enable SUBSCRIBER to easily establish a presence on the hitemet. COMPANY Web Hosting and Design is composed of the COMPANY Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other. COMPANY Court On-Line The COMPANY Court On-Line Component provides the ability for municipal court fines to be paid by credit card via the Internet. Since it was designed by COMPANY,this system interfaces seamlessly with COMPANY's InCourt Municipal Court System. AGREEMENTS 1) TERM. SUBSCRIBER must return an executed copy of this Agreement to COMPANY within 90 days from the issue date. Thereafter,the Agreement will be voided and is subject to change. Subject to the limitations of this Section 1,and unless otherwise provided for in this Agreement,the term of this Agreement shall commence as of the effective date and shall continue for three(3)years. The term shall thereafter be automatically extended in separate consecutive periods of twelve(12)months duration unless either party gives written notice to terminate. Notice to terminate must provide at least sixty(60)days notice of said intent. In the event that the SUBSCRIBER fails to pay any amount payable to COMPANY hereunder,when due,or fails to comply with any other provision of this Agreement,COMPANY may terminate the SUBSCRIBER's rights by written notice to that effect to the SUBSCRIBER. COMPANY may,by written notice to the SUBSCRIBER,terminate its obligations under this Agreement in the event that COMPANY,for whatever reason,ceases to host SUBSCRIBER's Web Site. A termination of the SUBSCRIBER's rights under this Agreement shall not terminate any of the parties'rights under this Agreement to receive or hold amounts rightfully owing to the respective party pursuant to the temms of this agreement or to enforce the intellectual and proprietary rights in the COMPANY concept,web site,software, and technology. Upon termination or non-renewal of this agreement,the parties shall each promptly account for all due but unpaid amounts hereunder. If SUBSCRIBER wishes to terminate before the stated tern expires,SUBSCRIBER must give sixty(60)days written notice in order not to incur termination costs of$450.00. Please also see section entitled`TERMINATION"in this Agreement. 2) NATURE OF WEB SITE.COMPANY shall maintain a web site accessable over the Internet,for SUBSCRIBER. This web site shall contain both static information pages,non-static interactive pages as well as payment function pages. The web site shall allow a citizen with Internet access to view relevant data provided by SUBSCRIBER. This data may include certain data elements from SUBSCRIBER's Tyler Software System. This web site shall be equipped to accept payment of amounts owed to SUBSCRIBER,via Secured Socket Layer(SSL)encryption and credit card or debit card charge. j DATA PROCUREMENT. COMPANY must host the components and services listed in the Investment Summary of this Agreement. The SUBSCRIBER will be required to setup a merchant account with Electronic Transaction System Corporation or authorized.net for the sole use of COMPANY Web Service transactions. The merchant account must be setup to fund to the SUBSCRIBER bank account. All fees for the merchant account will be paid by SUBSCRIBER. SUBSCRIBER will be required to install and run Tyler Web Services in order for the COMPANY On-Line application to access and transfer the necessary data from the SUBSCRIBER's primary software system,to COMPANY's web server. The transfer will occur on a real time basis. Additionally,certain information,such as payment information, must be conveyed to SUBSCRIBER. COMPANY will assume responsibility for transferring such information back to SUBSCRIBER on a regular basis.Tyler Web Services requires a dedicated IP address. Assignment of dedicated IP address is the sole responsibility of SUBSCRIBER. 4� LICENSED SOFTWARE OWNERSHIP. SUBSCRIBER agrees that COMPANY possesses exclusive title to and ownership of the COMPANY Software. a. SUBSCRIBER agrees that SUBSCRIBER acquires neither ownership nor any other interest in the COMPANY Software,except for the right to use and possess the COMPANY Software in accordance with the terms and conditions of this Agreement. b. All rights not expressly granted to SUBSCRIBER in this Agreement are retained by COMPANY. C. SUBSCRIBER agrees that COMPANY Software including,but not limited to,systems designs,programs in source and/or object code format, applications,techniques, ideas, and/or know-how utilized and/or developed by COMPANY are and shall remain the exclusive property of COMPANY. SUBSCRIBER agrees that the COMPANY Software consists of COMPANY's trade secrets. COMPANY shall retain all copyrights in the COMPANY Software,whether published or unpublished.