Tyler’s Public Administration SaaS Agreement is the template under which Tyler provides software to clients in its Public Administration Group. It states that it is made “between Tyler Technologies, Inc. and Client” and that the client selected Tyler to provide the products and services in the Investment Summary, “including providing Client with access to Tyler’s proprietary software products”.[1] The Investment Summary in the published copy is a placeholder (“Sales quotation to be inserted prior to Agreement execution”), so no quantities or prices can be read from it. The agreement is organised in sections: definitions (A), SaaS Services (B), professional services and support (C), third-party products (D), term and termination (E), indemnification, liability and insurance (F) and general terms (G).
Defined terms that carry the licence
The definitions set the measurable elements of the licence:[1]
- Tyler Software means Tyler’s proprietary software, “including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary”.
- SaaS Services are system administration, management and monitoring of the Tyler Software, with the right to access and use it, maintenance and support (including downtime resolution under the SLA), and data storage and archiving. They exclude operating system and hardware support, support outside normal hours and training or consulting.
- Defined Users are “the number of users, if any, that are identified in the Investment Summary”; for Enterprise Permitting & Licensing software they are the maximum named users authorised to use those modules.
- Data Storage Capacity is the contracted storage for client data, if any.
- Effective Date is the date both parties signed or, if the terms are linked from an Order Form, the date the client signed the Order Form.
Because the Investment Summary decides whether limits exist at all (“if any”), a licence manager has to read the executed Exhibit A to learn whether a given deployment has a user cap or a storage cap.
Rights granted and limits
Tyler grants “the non-exclusive, non-assignable limited right to use the SaaS Services solely for your governmental purposes, subject to any limits for Defined Users or Data Storage Capacity”. The client may add users or storage on the agreement’s terms. If it “regularly and/or meaningfully” exceeds the limits, Tyler “reserve[s] the right to charge you additional fees commensurate with the overage(s)”.[1] The right applies to releases provided through maintenance and support. The client has no entitlement to copies of the software and acquires no licence “in excess of the scope and/or duration of the SaaS Services”. Documentation may be used and copied by client employees for internal, non-commercial reference.
The overage clause is a commercial remedy, not a technical limit: the template does not state that Tyler measures usage or may suspend access for overage. The agreement does contain a telemetry clause that lets Tyler collect software and service telemetry for product evaluation, quality assurance and security purposes, which could provide usage data.
Restrictions
The client may not make the Tyler Software or documentation available to third parties for their business operations, modify, reverse engineer or disassemble the SaaS Services, use them to build competing products, or “license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use” of them. The one exception allows disclosure to a third party consulted about implementation or use, with Tyler’s written consent not to be unreasonably withheld, and the client is liable for that third party’s breaches.[1] The security section adds that vulnerability and penetration test scanning of Tyler’s network and systems are prohibited. This matters for governments that share a system with other agencies or with outsourced operators: the right is for the client’s own governmental purposes, so use for other entities needs contractual coverage.
Data and warranty
The client keeps ownership of its Data and grants Tyler a limited non-exclusive licence to access, copy, transmit, download, display and reproduce it to provide services. Tyler may use deidentified Data for client or third-party demonstrative or training purposes, and its access to data follows its Privacy Statement. Tyler warrants that the software will perform without Defects during the term, to be cured under the then-current Support Call Process, and warrants professional, workmanlike services with re-performance as the remedy.[1] Warranty and support commitments are contingent on using a supported version.
Term and renewal
The initial term equals “the number of years indicated for SaaS Services in Exhibit A or one (1) year if no duration is indicated”, beginning on the first day of the first month after the Effective Date. After it, the agreement renews automatically for one-year terms at Tyler’s then-current SaaS Fees unless either party gives written notice at least sixty days before the end of the term. The right to access the software ends with the agreement.[1] The template contains no cap on renewal increases: Exhibit B states that after the initial term “your annual SaaS fees will be at our then-current rates”. Multi-year initial terms therefore fix prices only as the Investment Summary states, and the sixty-day notice window is the decision point for each renewal.
Fees, invoicing and disputes
Exhibit B sets the invoicing rules:[1]
| Item | Rule |
|---|---|
| SaaS Fees | Invoiced annually from the start of the initial term |
| Other annual services | Invoiced annually from availability of the service |
| Professional services | Invoiced as delivered unless stated; fixed-fee consulting and conversions 50% on each of two milestones; requested modifications 50% on specification and 50% on delivery |
| Hardware | Invoiced on delivery; first-year hardware maintenance on delivery; later years annually in advance at then-current rates |
| Third-party software | Licence fees invoiced when made available for download; maintenance annually in advance |
| Transaction fees | Invoiced monthly unless paid by an end user at the time; may be increased on at least 30 days notice |
| Expenses | Billed as incurred under Tyler’s Business Travel Policy |
| Payment | Undisputed invoices due within 45 days |
Professional-services fees in the Investment Summary are “good-faith estimates” and the client is billed actual fees for in-scope services. Additional work requires an addendum or change order whose quote is valid for thirty days, and additional products can be bought at the Investment Summary rates for twelve months from the Effective Date and at then-current pricing afterwards. If the client cancels services less than four weeks in advance it may be liable for daily fees and non-refundable travel costs.
The client must give written notice of an invoice dispute within thirty days of receipt. It forfeits the right to dispute fees if it does not pay undisputed fees within sixty days of an overdue notice. Tyler may recover reasonable collection costs and may suspend any service, including SaaS access, fifteen days after notice of intent for non-payment of undisputed fees.
Termination
The agreement lists these termination rights:[1]
- Failure to pay. Tyler may terminate if the client does not cure within sixty days of notice of overdue payments.
- For cause. The client must first use the dispute-resolution clause (written notice, senior representatives within thirty days, mediation, then court).
- Force majeure. Either party may terminate if a force majeure event suspends the SaaS Services for forty-five days or more.
- Lack of appropriations. The client may terminate on thirty days written notice if funds are not appropriated; there is no refund or offset of prepaid unused SaaS Fees, and the clause may not be used as a substitute for termination for convenience.
On termination the client pays undisputed fees for software and services received. The template has no termination-for-convenience right, no early-termination fee schedule and no stated data-export period, in contrast to Tyler’s Data & Insights terms.
Third-party products
Tyler sells third-party hardware, and the client’s rights to Third-Party Software are governed by the Third-Party Terms in Exhibit D, or by the agreement if no such terms exist. Tyler passes through any warranty it receives from the developer and does not itself warrant third-party products.[1] Third-party SaaS services identified in the Investment Summary are invoiced annually from availability, with later-year pricing at then-current rates unless stated otherwise, and the SLA does not apply to them. Exhibit D also names products whose use depends on third-party terms: for example, the Twilio Acceptable Use Policy applies to Electronic Warrants, Online Dispute Resolution, Enterprise Justice Notifications Add On, Absence & Substitute, Notify, Enterprise Jury Manager, Enterprise Supervision and Virtual Court.
Liability, law and assignment
Tyler’s liability is limited to the client’s actual direct damages, not to exceed total fees paid at the time of the claim during the initial term, or the then-current annual SaaS Fees in a renewal term, with carve-outs for the intellectual property and general indemnities. Special, incidental, punitive, indirect and consequential damages are excluded. Tyler defends third-party claims that the software infringes patent, copyright or trademark or misappropriates trade secrets, with listed exclusions including use in contradiction of the agreement. The agreement is governed by the law of the client’s state or commonwealth of domicile. Neither party may assign without the other’s consent, except that Tyler needs no consent for an assignment arising from a reorganisation, merger, acquisition or sale of substantially all its assets.[1]
Cooperative procurement and reuse
Section G(20) says the agreement may be used “as a cooperative procurement vehicle by eligible jurisdictions”, and that Tyler may negotiate and customise the terms, including pricing, to the circumstances of the cooperative procurement. Clients should therefore not assume that the template terms apply unchanged to purchases made through another entity’s contract.[1] A client with legacy-named products (for example Munis or EnerGov) may find the contract uses the earlier name; Tyler states that product renames do not affect contract terms.[3]
Practical points
- Read Exhibit A first: years, Defined Users, storage, transaction fees and third-party items are all defined there.
- Diary the sixty-day non-renewal notice and the expiry of the twelve-month additional-purchase price window.
- Check whether usage by other entities or outsourced staff falls within “your governmental purposes”.
- Note that renewal fees are at Tyler’s then-current rates and that overage fees are discretionary.
Out of scope
This article does not cover negotiated deviations in signed agreements, state-specific amendments, the Data & Insights or AI terms (see the separate article), or any licence-and-maintenance agreements for customer-hosted software, which are not among the documents reviewed.