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a) Tyler is authorized by each Developer to grant licenses or sublicenses to the Third Party Software. <br />b) Tyler warrants that each Third Party Software product will be new and unused, and if the City fully <br />and faithfully performs every obligation required of it under this Section, the City's title or license to <br />each Third Party Software product will be free and clear of all liens and encumbrances arising through <br />Tyler. <br />c) City acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As <br />such, Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party <br />Products. Tyler hereby grants and passes through to City any warranty adjustments that Tyler may <br />receive from the Developer or supplier of the Third Party Products. <br />7. Maintenance. <br />a) In the event the City elects not to purchase Tyler maintenance services for the Third Party <br />Software, it will be the responsibility of City to repair and maintain the Third Party Software and <br />purchase enhancements as necessary after acceptance. <br />b) In the event City elects to purchase Tyler maintenance services on the Third Party Software, Tyler <br />will facilitate resolution of a defect in a System Software product with the Developer. <br />c) In the event the Developer charges a fee for future Third Party Software release(s), the City will be <br />required to pay such fee. <br />d) Tyler, as the authorized agent for the Third Party Software entitled "Tyler Unlimited City Access ", <br />will be responsible for facilitating support services on such Third Party Software with the Third Party <br />Software Provider provided City continues to pay the applicable Third Party annual maintenance fees. <br />8. Limitation of Liability. In no event will Tyler be liable for special, indirect, incidental, <br />consequential, or exemplary damages, including, without limitation, any damages resulting from loss <br />of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in <br />connection with the use of the Third Party Products. Tyler's liability for damages and expenses arising <br />from the City's use of Third Party Products, whether based on a theory of contract or tort, including <br />negligence and strict liability, will be limited to the License Fee /Purchase Price of the Third Party <br />Products paid by the City. Such prices are set in reliance upon this limitation of liability. <br />SECTION E — GENERAL TERMS AND CONDITIONS <br />1. Taxes. The fees set forth in the Investment Summary do not include any taxes, including, without <br />limitation, sales, use or excise taxes. The City is a political subdivision of a State of Texas for <br />purposes of Section 103(a) of the Internal Revenue Code of 1986, and is exempt from state and local <br />income taxation, from federal excise taxes, and from Texas sales tax. Tyler will not include Federal <br />taxes or State of Texas limited sales excise and use taxes in its invoices or vouchers and statement of <br />costs. The City is exempt from payment of such taxes and the Vendor may retrieve a resale certificate <br />Tyler Financial And Human Resources Software Application Systems Agreement 2013 <br />11 <br />