Tyler publishes separate terms for services that do not fit the standard SaaS Agreement. Three matter to licence managers: Data & Insights, which the brand reference lists as the current name for Socrata; the AI Solution Terms of Service; and the Cybersecurity Services Terms of Service.[5] The main SaaS Agreement links to the Data & Insights terms: it states that use of Tyler solutions that include the Data & Insights data platform is subject to those terms, and that signing an Agreement or Order Form, or using any listed solution, is certification that the client has reviewed and agrees to them.[4] Accepting an ERP or justice order can therefore bring Data & Insights terms with it. Two Data & Insights documents are published: a standalone Software as a Service License Agreement and a shorter Terms of Service for Data & Insights services added to an existing agreement. Their definitions differ in places, so the order documents show which applies.
Data & Insights SaaS License Agreement
Scope and metrics
The Data & Insights agreement is “the entire agreement between the Client and Tyler” for the proprietary products procured through Tyler or an Authorized Reseller, including the Multiple Award Schedule contract for U.S. Government clients buying under that vehicle.[1] Its defined quantities differ from the main agreement:
- Monthly Active User (used interchangeably with “User”): “any Active Account added to the Client’s Site that is not a Guest User”. An Active Account is one where the user was invited, accepted and the account has not been deactivated.
- Guest User: a user outside the organisation invited by a User to collaborate on the client’s site; guests are not counted as Users.
- Site: a single domain or instance of the Open Data platform, Socrata Connected Government Cloud or the Enterprise Data Platform Site, with the number permitted defined in the quote or Order Form.
- Data Storage: the contracted storage for client data.
- API Call: a request made against a SaaS Service.
Rights and limits
Tyler grants “the non-exclusive, non-assignable limited right to use the SaaS Services on a subscription basis”, ending at the end of the subscription period in the Order Form. During the subscription period Tyler “reserves the right to exercise the usage limits set forth in the Order Form”. If the client exceeds a limit Tyler “may work with Client to seek to reduce Client’s usage”. If the client cannot or will not comply, or wants more Users or Data Storage, “it will require a written contract amendment, modification, or Client will execute an Order Form for additional quantities”.[1] That is a more explicit path to a compulsory true-up than the main agreement’s overage wording.
Restrictions include no separate instances of the client’s Site except as stated, no third-party commercial use, no reverse engineering, no building of competing services and no timesharing or service-bureau use. The agreement states that the services are “not designed to serve as the system of record” and are not designed to process FERPA data, CJIS data or other sensitive data. The client may let internal users and contractors access the services for its sole benefit and remains responsible for their compliance.
API use
Tyler grants a non-exclusive, non-transferable, terminable licence to interact with the services through the current APIs. The client may not use the APIs in a manner, “as reasonably determined by Tyler”, that is excessive or abusive. Tyler may suspend API access temporarily and terminate it if the misuse is not cured within thirty days of written notice. Tyler may change or remove endpoints or fields on thirty days notice and will use commercially reasonable efforts to support the previous API version for at least six months after a deprecation notice.[1] The agreement states no numeric API allowance.
Data rights
On upload the client grants Tyler “a perpetual non-exclusive, worldwide, royalty-free, license” to use, reproduce, display, distribute, modify, create derivative works of and translate client data as needed in response to a user’s use of the services and to provide analytics. Where the client makes data public, Tyler reserves the right to develop derivative data assets from that public data, which it may use, disclose, sell and transfer for any lawful purpose, and it may develop derived insights from aggregated, anonymised views of non-public data for service improvement and internal purposes. The client is solely responsible for backing up its data unless otherwise agreed in writing.
Fees, termination and exit
SaaS Fees are stated in the Order Form and invoiced annually from the start of the subscription. Payment for undisputed invoices is due within thirty days unless the Order Form says otherwise. Except for U.S. Government clients, Tyler may suspend access for non-payment and may terminate if the client does not cure within forty-five days of notice.
A client that terminates during the initial term for reasons other than cause, force majeure or lack of appropriations must give thirty days notice and owes a graduated charge: in the first year, 100% of fees through termination plus 75% of the fees due for the rest of the subscription term; in the second year, plus 50%; in the third year, plus 25%. There is no refund of amounts paid. A client that does not appropriate funds may terminate on thirty days notice without refund of unused fees. Any no-cost trial may be ended by either party on fifteen days notice. On request Tyler makes the services available for data export for sixty days after termination and then destroys the data.[1]
Service levels
Tyler uses commercially reasonable efforts to maintain online availability of 99.9% in a month, with a credit of 3% of the monthly fee for each full hour of an outage that adversely affected access, capped at the lesser of 100% of the prorated monthly fees or USD 1,800 and with a minimum of USD 100. The credit is the exclusive remedy, and the client must notify Tyler within thirty days of month end. Support follows a separate Data & Insights support policy hosted on its own support site.
Data & Insights SaaS Services Terms of Service (add-on terms)
The Terms of Service at the address referenced by the main SaaS Agreement apply to Data & Insights services added by Order Form to a “Base Agreement”, defined as the agreement signed by the client and Tyler to which Data & Insights services are being added.[6] The page lists the solutions it governs, for example Enterprise Permitting & Licensing Community Development Feeds and Enterprise Permitting & Licensing Advanced Automation with Executive Insights. The key differences from the standalone agreement are:
- A Monthly Active User is “a user that is logged in and accesses” the services, rather than an Active Account that is not a Guest User.
- External API Calls are requests made by a user who is not logged in.
- To increase usage limits the client needs a written amendment or an Order Form for increased usage limits.
- The initial term follows the Base Agreement if it defines a term; otherwise it is stated in the Order Form, and the subscription renews for one-year terms unless either party gives written notice at least sixty days before the term ends.
- Client data backup is the client’s responsibility, and Tyler makes data available for export for sixty days after termination.
The standalone agreement’s early-termination schedule is not reproduced in the add-on terms text reviewed; the Base Agreement’s termination provisions apply where it has them.
AI Solution Terms of Service
Tyler’s AI terms supplement the SaaS Agreement. “AI Solutions constitute SaaS Services” and are available “solely to the extent identified on an Order Form or provided as part of a product suite to all clients at no additional cost”. The terms define AI Solutions as SaaS Services that allow use of AI or AI Agents partially configured by Tyler, or Tyler AI Studio, which lets a client configure AI Solutions or build and customise AI Agents.[2] If these terms conflict with the Agreement, they prevail for AI Solutions.
Limits and pricing
The right to use an AI Solution is “solely for Client’s governmental purposes, subject to the maximum AI token or credit limit set forth in the applicable Order Form or Investment Summary, for the term of the Agreement. Any excess usage will be charged in accordance with our then-current rates.” With prior notice Tyler may update pricing where a third-party provider raises the price of a component or of access to a large language model. The AI token or credit limit is therefore a consumption metric. Tyler also states it “is not responsible for monitoring Client’s use” or for intervening to ensure compliance with usage limits, so the client has to track consumption itself.[2]
Data, ownership and prohibited uses
The client grants Tyler a licence to use, process, store and disclose to third-party providers its AI inputs to generate outputs. Tyler will not use inputs or outputs that identify the client or contain personal data to train foundation or large language models without prior written consent, but may use inputs, outputs and de-identified, anonymised and aggregated data on a perpetual basis to improve its products and for research and development. Tyler stores inputs and outputs for ninety days unless law or agreement requires longer. To the extent ownership rights vest in outputs, the client owns them, but intellectual property developed in connection with use of AI Solutions, including customisations and configurations, is owned by Tyler and the client assigns it.
The client is responsible for actions taken by AI Solutions and AI Agents as if it performed them. It may not configure AI Agents to execute financial transactions, make unsupervised decisions, send external communications without appropriate oversight or self-modify and deploy updates. It may not use AI Solutions for “high risk” or regulated uses such as eligibility determinations, benefits adjudication, law enforcement, creditworthiness, housing, employment or education unless the AI Solution environment is expressly authorised by Tyler for those data types and the client implements required safeguards. The AI Solutions rely on third-party large language models, and the client must comply with the applicable third-party terms.
Cybersecurity Services Terms of Service
These terms cover listed services: Cybersecurity Managed Detection and Response (with Sophos Intercept X Advanced or Essentials), Managed Detection and Response for student traffic, and other cybersecurity services agreed by the parties. The brand reference lists “Tyler Detect (Cybersecurity)” as the earlier name for Cybersecurity.[3][5]
Key licensing points are:
- Software rights. Tyler grants “the non-exclusive, non-assignable limited right to use any Tyler Software that is provided ancillary to the services, solely for your governmental purposes”. The right “will expire coterminously” with the agreement.
- Services use. The client may not resell, distribute, make public or share the services or related technology with others.
- Fees. Fees are those in the Order Form; additional work needs an addendum or change order with a thirty-day quote.
- Term. The initial term is one year from the first day of the month after agreement. Subscriptions renew for one-year terms at then-current fees unless either party gives written notice at least thirty days before the end of the term, a shorter window than the sixty days in the main SaaS Agreement.
- Liability. Each party’s liability is limited to the lesser of actual direct damages or amounts paid in the preceding twelve months.[3]
The services name Sophos Intercept X; any Sophos terms that apply to the client should be checked on the Order Form.
Practical points
- For Data & Insights, record Monthly Active Users, Sites and storage from the Order Form, and exclude Guest Users from user counts.
- Calculate the early-termination exposure by contract year before committing to a multi-year initial term.
- For AI Solutions, track token or credit consumption against the Order Form limit and note that excess is charged at then-current rates.
- Review whether AI Agent configurations fall within the prohibited uses.
- Note the different non-renewal windows (sixty days for the main SaaS Agreement, thirty for cybersecurity services).
Out of scope
This article does not cover the main SaaS Agreement, the Terms of Use for Tyler’s online services, or terms of acquired-product agreements such as Emphasys, TrueRoll or Koa Hills, which Tyler publishes separately.