Odyssey File
& Serve Usage Agreement
Welcome to the online services of
Tyler Technologies for the State of Maryland. Please read this Agreement
carefully. It governs Your access to and use of the Odyssey File & Serve
application through the Tyler Technologies Internet Site. Your use of the Tyler
Technologies Site and/or other Tyler products is conditioned upon Your
acceptance of this Agreement. By clicking on the "I Accept" button,
You are agreeing to be legally bound by all of the terms and conditions of this
Agreement. If You are acting as an employee, You agree that this Agreement will
bind Your employer and that You are authorized to do so. As used in this
Agreement, "You" or "Your" includes You and Your employer.
Section 1. Definitions
Section 2. License; Restrictions on Use
Section 3. Access to the Tyler Internet Site
Section 4. Limitations on Use
Section 5. Fee Schedule
Section 6. Proprietary Rights
Section 7. Disclaimers and Limitations
Section 8. Your Warranties and Indemnification
Section 9. Limitations of Liability
Section 10. Mediation
Section 11. Miscellaneous
Section 1. Definitions
The following terms have the
following meanings in this Agreement: "Authorized User" means any of
Your employees, agents, independent contractors or consultants who agree to be
bound by the terms and conditions of this Agreement and who are authorized or
otherwise designated or permitted by You to access and use the Tyler Services
pursuant to the License. "E-Document" refers to any document or discrete
compilation of text and/or graphical information in electronic form suitable
for submission into the Odyssey File & Serve program.
"Enhancement" means any correction, modification, customization,
revision, enhancement, improvement, update, upgrade, new release or other
change that is released generally by Tyler Technologies for the Tyler Services.
"Fee Schedule" means Tyler’s current Fee Schedule for use of the
Tyler Services, as may be altered or amended from time to time by Tyler.
"Information" means the records, data, databases, documents,
materials, and other information accessible through the Tyler Services.
"License" means the limited license granted to You under this
Agreement. "Proprietary Rights" means any patent, copyright,
trademark, service mark, trade secret or other intellectual property right.
"Third Party Content" means any content, records, data, documents,
materials, or other information supplied to Tyler pursuant to an agreement with
a third party for inclusion as part of, or for use with, the Tyler Services.
"Tyler" means Tyler Technologies, Inc. and its operating units and
divisions. "Tyler Internet Site" means the Tyler efiling
web sites (and all Enhancements thereto) with such other Web sites owned or
maintained by Tyler and its affiliates from time to time. "Tyler
Services" means, collectively, Tyler’s Odyssey File & Serve
Application and any related services made available to You and any Authorized
User from Tyler from time to time. "Tyler Technology" means any
know-how, processes, methodologies, specifications, designs, inventions,
functionality, graphics, techniques, methods, applications, computer programs,
user manuals, on-line documentation, products or other technology and materials
of any kind, or any Enhancement thereto, used by Tyler in connection with the
performance of the Tyler Services or made available by Tyler to You, any
Authorized User or any third party through the Tyler Internet Site.
"Unauthorized Use" means any use, reproduction, distribution,
disposition, possession, disclosure or other activity, including, without
limitation, any bulk reselling involving any aspect of the Tyler Services, the
Tyler Internet Site or Information that is not expressly authorized under this
Agreement or otherwise in writing by Tyler. "User Identification"
means the unique user identification name and password issued or otherwise
assigned to each Authorized User for access to and use of the Tyler Services.
Section 2. License; Restrictions on Use
2.1 License.
Subject to the restrictions and
limitations set forth in this Section 2 and elsewhere in this Agreement, Tyler
hereby grants to You a nonexclusive, nontransferable, limited license to do the
following during the term of this License: (a) enable Your Authorized Users to
access and use the Tyler Services subject and according to the terms of this
Agreement solely for Your internal use in the regular course of Your business;
(b) subject to any applicable third party rights or restrictions of law,
reproduce insubstantial portions of the Information for use in connection with
the rights granted under (a) above and provide insubstantial portions of the
Information to Your customers and clients, provided that such Information is
provided as an incidental part of, and ancillary to, the other services You
provide Your clients or customers.
2.2 General Restrictions and
Limitations.
Paragraph 2.1 sets forth the
entirety of Your right to access and use the Tyler Services. The License does
not include the right to, and You will not directly or indirectly (a) enable
any person or entity other than Authorized Users to access and use the Tyler
Services; (b) modify or create any derivative work based upon any Tyler
Technology, Information or Third Party Content; (c) engage in, permit or suffer
to continue any bulk copying or bulk distribution of the Information or store
the Information in a searchable database; (d) grant any sublicense or other
rights under the License; (e) reverse engineer, disassemble or decompile all or
any portion of, or attempt to discover or recreate the source code for, any
software that is part of the Tyler Technology; (f) remove, obscure or alter any
Proprietary Rights notice related to the Tyler Internet Site, the Tyler
Services, the Tyler Technology or any Third Party Content; or (g) engage in,
permit or suffer to continue any Unauthorized Use by any person or entity
within Your control. You will ensure, through proper instructions and
enforcement actions, that all access to and use of the Tyler Services and the
Information obtained by You, or otherwise through Your facilities, equipment,
identifiers or passwords, will conform to this Agreement and will be made and
used solely for proper and legal purposes, and will be conducted in a manner
that does not violate any law or regulation, the rights of any third party,
court orders or Tyler's policies. Without limiting the foregoing, to the extent
that Information is transmitted to the state of Maryland or third parties
through the Odyssey File & Serve application, You and Your Authorized Users
access to and use of the Information shall comply with all applicable state
statutes, court rules and orders.
2.3 No Attorney-Client
Relationship.
The Tyler Services do not
constitute or contain legal advice, nor are they intended to by Tyler. Tyler is
not engaged in the practice of law or in providing legal services. Use of the
Tyler Services may require the application of professional expertise and
judgment, for which You should consult a competent attorney licensed to
practice in the appropriate jurisdiction.
2.4 Third Party Content, Software
and Services.
The License as it relates to any
Third Party Content, software or services is further subject to any
restrictions and limitations specified in the terms and conditions displayed
with or referenced in any such Third Party Content, software or services.
Tyler's agreements with such third parties may require Tyler to deny or
otherwise restrict Your access to certain Third Party Content, software or
services available through the Tyler Services. You will comply with all such
restrictions and such restrictions are incorporated herein by reference. IN THE
EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS
IMPOSED BY THIRD PARTIES, THE THIRD PARTY TERMS AND CONDITIONS WILL APPLY.
2.5 Maryland Electronic Courts
Policies and Procedures.
By accepting this Agreement, You
agree to comply with the Maryland Electronic Courts Policies and Procedures,
available at mdcourts.gov/mdec/efiling.html, as well
as all applicable Maryland Rules of Practice and Procedure.
Section 3. Access to the Tyler Internet Site
3.1 Equipment, Services and
Facilities.
You are solely responsible for
providing, installing and maintaining at Your own expense all equipment,
facilities and services necessary to access and use the Tyler Services,
including, without limitation, all computer hardware and software, modems,
printers, telephone service and Internet access.
3.2 Password.
Each Authorized User will be
assigned User Identification to access and use the Tyler Services. You are
solely responsible for tracking the User Identifications to specific Authorized
Users and for ensuring the security and confidentiality of all User
Identifications. You acknowledge that You are fully responsible for all
liabilities incurred through the use of any User Identification and that any
transaction under a User Identification will be deemed to have been performed
by You. You will immediately notify Tyler of any unauthorized use of any User
Identification or any other breach of security known to You. Use of any User
Identification other than as provided in this Agreement will be considered a
breach of this Agreement by You.
3.3 Hours of Operation; Scope of
Tyler Services.
Tyler reserves the right at any
time and without prior notice to You to change the Tyler Services' hours of
operation or to limit Your access to the Tyler Services in order to perform
repairs, make modifications or as a result of circumstances beyond Tyler's
reasonable control. Tyler may add or withdraw products or services to or from
the Tyler Services from time to time. You acknowledge that Tyler has no
obligation to maintain or provide any Enhancements to the Tyler Services.
3.4 Privacy Statement.
Tyler believes strongly in
protecting user privacy and providing You with notice of Tyler's collection and
use of data, including personal identifying information, collected on the Tyler
Internet Site. Tyler reserved the right
to contact you in order to provide you updates and other information about this
website. For additional information,
please refer to the Tyler Privacy Statement for information regarding how Tyler
uses and collects information.
http://www.tylertech.com/privacy
Section 4. Limitations on Use
4.1 Individual Access.
Only one individual may log-in to
the Tyler Internet Site at the same time using the User Identification
assigned, unless we permit otherwise.
4.2 Intellectual Property.
The Odyssey File & Serve
program is the property of Tyler and is protected by applicable intellectual
property laws.
4.3 Representations and
Warranties.
You agree that Your access to and
use of the Odyssey File & Serve program and the content available through
the Odyssey File & Serve programs is on an "as-is" basis, and Tyler
does not make any representations or warranties, express or implied, including,
without limitation, any representations or warranties of merchantability or
fitness for a particular purpose.
Section 5. Fee Schedule
5.1 Fees.
You will pay Tyler the fees,
charges and other amounts for the License and the Tyler Services at the rates
specified in the current Fee Schedules at the date of Your or Your Authorized
Users' use of the Tyler Services. You are ultimately and fully responsible for
payment to Tyler of all fees, charges and other amounts (including, without
limitation, any statutory filing or other court fees), whether or not You are
incurring such fees, charges or other amounts on Your own account or on behalf
of Your client. All amounts payable under this Agreement are denominated in
United States Dollars and You will pay all such amounts in lawful currency of
the United States. Tyler reserves the right to change its generally applicable
fees or its method of measuring usage, or both, at any time without prior
notice. Fees charged to the authorized user for this service are subject to
change by Tyler Technologies. Electronic Filing A $6.00 fee will be charged for
a e-filing only filing. Electronic Service Only A $6.00 fee will be charged for
a service only filing. Electronic File & Serve A $6.00 fee will be charged
for a filing that includes both e-filing and service. On-Line Payment
Convenience Fee A convenience fee will be assessed to the Registered User’s
payment account for each e-Filing transaction that is paid electronically using
a credit card. The convenience is assessed at a rate of 3.5% of the total
transaction amount. The Electronic Filing Fee, electronic Service Only Fee, and
the Electronic File & Serve Fee do not include any statutory or other court
fees, which are Your responsibility. By registering with File and Serve you
agree to be served with pleadings or papers electronically, through the File
and Serve system or by electronic mail, or both. Please note that not all
e-filers will elect to file service electronically so non-electronic service
methods may be employed by these filers.
5.2 Payment Terms.
Unless You and Tyler separately
agree to different payment terms, You will pay for the fees, charges and other
amounts for You and Your Authorized Users' use of the Tyler Services by credit
card. When You register for the Tyler Services, You will be prompted to enter
Your credit card information. Tyler accepts Visa, MasterCard, Discover and the
American Express Card.
5.3 Suspension of Services.
If You fail to pay any amount
under this Agreement when due, in addition to any other remedies available at
law or in equity, Tyler will have the right, in its sole discretion, to
immediately suspend the License and You and Your Authorized Users' access to
and use of the Tyler Services.
Section 6. Proprietary Rights
6.1 Ownership.
The Tyler Services, the Tyler
Internet Site and the Tyler Technology constitute or otherwise involve valuable
Proprietary Rights of Tyler. You acknowledge that You obtain only license
rights under this Agreement. No title to or ownership of the Tyler Services,
the Tyler Internet Site and the Tyler Technology, or any Proprietary Rights
associated therewith is transferred to You, any Authorized User or any third
party under this Agreement.
6.2 Protection of Proprietary
Rights.
You will not infringe or violate,
and will take appropriate steps and precautions for the protection of Tyler's
Proprietary Rights. Without limiting the generality of the foregoing, You will
(a) maintain access and use restrictions sufficient to prevent any Unauthorized
Use; (b) not make the Tyler Services, the Tyler Internet Site, the Tyler
Technology or Third Party Content available to any third party without the
prior written consent of Tyler; and (c) otherwise use Your best efforts to
prevent any Unauthorized Use. You will immediately notify Tyler of any
Unauthorized Use that comes to Your attention and cooperate with Tyler to
investigate and prevent the same. In the event of any Unauthorized Use relating
to Your activities, any Authorized User or any of Your representatives, You
will take all steps reasonably necessary to terminate such Unauthorized Use.
6.3 Infringer Policy.
Tyler respects the intellectual
property of others, and expects its users to do the same. Tyler may, in
appropriate circumstances and at its own discretion, limit access to the Tyler
Internet Site and/or terminate your account if You or any of Your Authorized
Users' infringe the intellectual property rights of others. Any person who believes
that any Information available through the Tyler Internet Site infringes upon
any copyright owned or controlled by such person, or that any link on the Tyler
Internet Site directs users to another Web site that contains such infringing
material may file a notification of such infringement with our Designated
Agent. Please see the Copyright Policy and Notice and Procedure for Notifying
Designated Agent of Claims of Copyright Infringement.
Section 7. Disclaimers and Limitations
7.1 Assumption of Risk;
Responsibility to Verify.
You acknowledge that Tyler does
not verify the completeness, propriety, timeliness or accuracy of any
Information or Third Party Content available through the Tyler Internet Site.
Tyler does not control the contents of any Information and will not be
responsible for any claimed loss of privilege or other claimed injury due to
disclosure of sealed, confidential or privileged information. Tyler may provide
from time to time links from the Tyler Internet Site to other Web sites that are
not controlled by Tyler and are not related to the Tyler Services. Tyler is
providing these links only as a convenience, and no such link implies an
affiliation, endorsement, or adoption by Tyler of the linked Web site or any
Information, services or products obtained through such links. You acknowledge
that by providing the Information and the Tyler Services, Tyler does not
underwrite or assume any of the risks of Your business or activities. IT IS
YOUR RESPONSIBILITY TO VERIFY THE INFORMATION AND THIRD PARTY CONTENT OBTAINED
THROUGH THE TYLER INTERNET SITE WITH THE OFFICIAL INFORMATION REPOSING AT THE
COURT OF RECORD OR OTHER DATA SOURCE.
7.2 DISCLAIMER.
THE LICENSE, TYLER SERVICES, THE
TYLER INTERNET SITE, TYLER TECHNOLOGY, INFORMATION AND ALL SOFTWARE, SERVICES
AND OTHER ITEMS PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TYLER, ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OWNERS, SUPPLIERS AND THE PROVIDERS OF
THIRD PARTY CONTENT, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT
OR NONCOMPLIANCE IN THE TYLER SERVICES, THE TYLER INTERNET SITE, TYLER
TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY,
THROUGH OR ON BEHALF OF TYLER UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).
7.3 Third Party Content, Software
and Services.
Except as otherwise agreed upon
by the parties in writing, the warranties, obligations and liabilities of Tyler
and Your remedies with respect to any Third Party Content, software or services
will be limited to whatever recourse may be available against the third party
provider of such Third Party Content, software or services and ARE SUBJECT TO
ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY
SUCH THIRD PARTY CONTENT, SOFTWARE OR SERVICES.
Section 8. Your Warranties and Indemnification
8.1 Warranty.
In addition to any warranties set
forth elsewhere in this Agreement, You warrant to Tyler that the performance of
Your obligations and Your and Your Authorized Users' access to and use of the
Tyler Services will not violate any third party rights or any applicable laws,
rules or regulations.
8.2 Indemnification.
You will defend, indemnify and
hold harmless Tyler, and its directors, officers, employees, owners and agents
from and against any and all claims, costs, losses, damages, judgments and
expenses (including reasonable attorneys' fees) arising out of or in connection
with (a) any claim alleging any breach of any of the foregoing warranties or any
other provision of this Agreement; (b) any damage arising from causes beyond
the control or without the fault or negligence of Tyler; (c) any use by You or
Your Authorized Users, customers or clients of the Information, Third Party
Content, or any other software, services or other items provided under this
Agreement.
Section 9. Limitations of Liability
9.1 Force Majeure.
Neither party will be liable for,
or be considered to be in breach of or default under this Agreement on account
of, any delay or failure to perform as required by this Agreement as a result
of any cause or condition beyond such party's reasonable control (including,
without limitation, any act or failure to act by the other party). This
paragraph will not apply to any payment obligation of either party.
9.2 No Consequential Damages.
NEITHER TYLER NOR ITS DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, AFFILLIATES OWNERS, SUPPLIERS AND THE PROVIDERS OF
THIRD PARTY CONTENT WILL BE LIABLE TO YOU OR ANY OF YOUR AUTHORIZED USERS,
CUSTOMERS OR CLIENTS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT,
REVENUE, DATA, BUSINESS OR USE) WHETHER OR NOT CHARACTERIZED BY IN NEGLIGENCE,
TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF TYLER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL
PURPOSE OF A LIMITED REMEDY, ARISING FROM OR RELATED TO ANY PROVISION OF THIS
AGREEMENT, THE LICENSE, TYLER SERVICES, THE TYLER INTERNET SITE, THE TYLER
TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED IN
CONNECTION THEREWITH, OR THE FAILURE OF TYLER TO PERFORM ITS OBLIGATIONS,
REGARDLESS OF ANY NEGLIGENCE BY TYLER.
9.3 Limitation of Liability.
IN NO EVENT WILL THE AGGREGATE LIABILITY
OF TYLER WITH REGARD TO THE LICENSE, TYLER SERVICES, INFORMATION AND ANY OTHER
ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED
THE COMPENSATION PAID BY YOU TO TYLER UNDER THIS AGREEMENT IN THE THREE (3)
MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. YOUR RIGHT TO MONETARY DAMAGES UP
TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU OR YOUR
AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY.
Section 10. Mediation
Any controversy or claim arising
out of or relating to this Agreement, which is not settled by reasonable
negotiations between the parties, will be referred to mediation in Maryland prior to the commencement of any litigation.. The
cost of mediation will be borne equally by the parties and conducted within the
State of Maryland. Notwithstanding the foregoing, either party may, on good
cause shown, seek a temporary restraining order and/or a preliminary injunction
from a court of competent jurisdiction, to be effective pending the institution
of the mediation process.
Section 11. Miscellaneous
11.1 Modifications.
This Agreement may be amended by
Tyler from time to time by Tyler posting on the Tyler Internet Site the amended
Agreement or other notice of the amendments. Latest revision dates are
indicated at the top of the document. Continued use of the Tyler Internet Site
following the fifteenth day after such posting will constitute acceptance of
the change. If You do not accept the amended terms, You must cease using the
Tyler Services.
11.2 Assignment.
This Agreement, and the License
granted hereunder, may not be assigned by You to any third party. Subject to
the foregoing, this Agreement will bind and benefit the parties and their
respective successors and assigns.
11.3 Nonwaiver.
Waiver of any breach of any term
or condition of this Agreement will not be deemed a waiver of any prior or
subsequent breach.
11.4 Termination.
Notwithstanding any of these
terms and conditions, Tyler reserves the right, without notice and in its sole
discretion, to terminate Your License, and to block or prevent future access to
and use of the Tyler Services by You or Your Authorized Users. Unless such
termination is at Your request or is due to Your breach, Tyler will refund any
fees prepaid by You with respect to periods following the effectiveness of such
termination. You will be responsible for paying Tyler any amounts owed for You
and Your Authorized Users' access to and use of the Tyler Services prior to the
effectiveness of such termination. Upon termination, You will immediately
discontinue use of the Tyler Services.
11.5 Severability.
This Agreement will be enforced
to the fullest extent permitted by applicable law. If any provision of this
Agreement is held to be invalid or unenforceable to any extent, then (a) such
provision will be interpreted, construed and reformed to the extent reasonably
required to render the same valid, enforceable and consistent with the original
intent underlying such provision and (b) such invalidity or unenforceability
will not affect any other provision of this Agreement.
11.6 Questions and Contact
Information.
General questions or comments
about the Tyler Internet Site or the Tyler Services may be directed to Tyler's
Customer Service by e-mail at efiling.support@tylertech.com or by postal mail
at Tyler Technologies, Inc., 5101 Tennyson Parkway, Plano TX, 75024.
11.7 Applicable Law; Jurisdiction
and Venue.
This Agreement will be
interpreted, construed and enforced in all respects in accordance with the laws
of the State of Maryland, U.S.A., without reference to its choice of law
principles to the contrary. The 1980 UN Convention on Contracts for the
International Sale of Goods or its successor will not apply to this Agreement.
11.8 Entire Agreement.
This Agreement constitutes the
entire agreement of the parties with respect to the subject matter of this
Agreement, and this Agreement replaces and supersedes any prior verbal
understandings, written communications or representations on the subject matter
hereof.