1 AMENDMENT e City of Fairfield, a municipal corporation in the WHEREAS, Tyler and the Client wish to add DigEplan Premium and related implementation services to the Agreement; and THEREFORE, in consideration of the mutual covenants contained herein, Tyler and Client agree as follows. 1. The items set forth in the Amendment Investment Summary attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement. Payment of fees and costs for such items shall conform to the following terms: a. Date, prorated for the time period commencing on such date and ending concurrently with be invoiced annually in accordance with the terms of the Agreement. Contract Year 1: $66,150.00 Contract Year 2: $91,000.00 Contract Year 3: $97,650.00 Contract Year 4: $97,650.00 Contract Year 5: $97,650.00 The foregoing fees include up to sixty-three (63) named DigEplan Premium users, of which two (2) are administrative users. Additional named DigEplan Premium users may be purchased at any time during the five (5) year term from the Amendment Effective Date at a rate of $1,550.00 per named user, prorated for partial years. The Client shall pay Tyler within thirty (30) days after b. Fees for Third-Party Services are invoiced as delivered, along with applicable expenses, at the rates set forth in the Amendment Investment Summary. 2. The Third Party Software listed in the Amendment Investment Summary will be made available to Client according to the terms of the SLA, as that term is defined in the Agreement.
2 3. This Amendment shall be governed by and construed in accordance with the terms andconditions of the Agreement.4. The Amendment Investment Summary , attached as Exhibit 1, is incorporated into the Agreementby this reference. In the event of any conflict or inconsistency, the following order of precedencecontrols: (i) the Agreement, and (ii) this Amendment, and (iii) Exhibit 1.5. The LCT Software LLC Subscription Terms & Conditions referenced in Exhibit 1 are attached asExhibit 2 in the form in effect as of the Amendment Effective Date and are incorporated in thatform. To the extent Exhibit 2 conflicts with the Agreement or this Amendment, the Agreement andthis Amendment controls.6. All other terms and conditions of the Agreement shall remain in full force and effect.IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Amendment hereunto executed this Amendment effective as of the date last set forth below.Tyler Technologies, Inc. City of FairfieldBy: By:Name: Name: Title: Title: Date: Date:
Exhibit 1
3 Exhibit 1 Amendment Investment Summary The following Amendment Investment Summary details the additional software, products, and services to be delivered by us to you under the terms of the Agreement. This Amendment Investment Summary is effective as of the Amendment Effective Date, despite any expiration date in this Amendment Investment Summary that may have lapsed as of the Amendment Effective Date. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2026-613119-C8K8K3 CONFIDENTIAL Page 1
Quoted By:Quote Expiration:Quote Name:Andrew Meyer9//26DigEplan Premium - YEAR 1Sales Quotation For:FAIRFIELD, CA CITY OF 1200 KENTUCKY STREETFAIRFIELD CA 94533-4808Professional ServicesDescriptionQuantityUnit PriceExtended PriceMaintenanceProfessional ServicesProfessional Implementation Services116 $ 225 $ 26,100 $ 0Project Manager Services24 $ 225 $ 5,400 $ 0TOTAL: $ 31,500 $ 0
2026-613119-C8K8K3 CONFIDENTIAL Page 2
Third-Party Hardware, Software and ServicesDescriptionQtyUnit PriceUnit DiscountTotalPriceUnit Maint /SaaS Unit Maint/SaaS DiscountTotal Maint / SaaSThird PartyDigEplan Premium 1 $ 0 $ 0 $ 0 $ 66,150 $ 0 $ 66,150TOTAL $ 0 $ 66,150Summary One Time Fees Recurring FeesTotal Services $ 31,500 $ 0Total Third-Party Hardware, Software, Services $ 0 $ 66,150Summary Total $ 31,500 $ 66,150Customer Approval: Date:Print Name: P.O.#:Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
2026-613119-C8K8K3 CONFIDENTIAL Page 3
License fees for Tyler and third party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such softwareavailable for download by the Client;Fees for hardware are invoiced upon delivery;Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available fordownload by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.Fees for services included in this sales quotation shall be invoiced as indicated below.oImplementation and other professional services fees shall be invoiced as delivered.Expenses associated with onsite services are invoiced as incurred.CommentsSaaS Monthly Fees are rounded to the nearest dollar. The Annual Fee value represents the cost to the customer.DigEplan Pro. Your use of DigEplan Pro is subject to the LCT Software LLC Subscription Terms & Conditions found here: https://www.tylertech.com/client-terms/lct-software-llc-an-avolve-company-subscription-terms-conditions. By signing a Tyler Agreement or Order Form including DigEPlan Pro, or accessing, installing, or using DigEplan Pro, you agree that you have read, understood, and agree to such terms.Fee includes up to 63 named users (2 admin users are included)Features Available:oCompare & OverlayoCalibrated Measurements 2026-613119-C8K8K3 CONFIDENTIAL Page 4
oStandard CommentsoReal-time CollaborationoSSO/MFAoDoc ComposeroMarkup CalculatoroCustom Data FieldsoAdvanced Markup LibraryDigEplan Digital Projects (included with Premium)Online Plan Submission (Civic Access Integration)This is required functionality for EP&L DigE integrationOne-Time Implementation Fees Professional Implementation Services - DigEplan - 116 hours Current/future state analysis, best practice consulting, configuration, troubleshooting assistance, end-user training, andproduction cutover support for the DigEplan Core implementation.Delivered remotely by a Tyler Implementation Consultant.Project Management Services - DigEplan - 24 hours Internal resource coordination, project planning, and recurring client status calls related to the DigEplan Standardimplementation. 2026-613119-C8K8K3 CONFIDENTIAL Page 5
Delivered remotely by a Tyler Project Manager.Scope of Work All services delivered remotely. Tyler will deploy and implement DigEplan Core for existing Enterprise Permitting & Licensing processes. Services included in this proposal are estimated assuming Enterprise Permitting & Licensing processes have been optimized for use with eReviews and are estimated based on information provided by Fairfield. If Fairfield requires additional Enterprise Permitting & Licensing process configuration for optimal use with eReviews or DigEplan Core, additional services fees will apply. Services may be purchased at the rates included in this proposal for a period of no more than 6 months following client-execution of this proposal.
Purchase or use of the Service (defined below) is subject to these Subscription Terms TermsLCT SoftwareTyleraccess to and use of the Software and provision of Services. Any reference to an authorized reseller, distributor, or channel partner in these Terms shall mean Tyler. By executing an Order with Tyler, and using any of the Software or Services, Customer agrees to be bound by these Terms. In consideration of the mutual covenants and conditions contained in these Terms and intending to be legally bound, Customer and PartyParties 1. DEFINITIONS Agreementor other written agreement between Customer and LCT Software that incorporates these Terms by reference. Communication Dataexchanged between Customer and any End User, or between End User and any third party (including any third-party network or website), using the Service, with respect to any transaction or other communication enabled by the Service, but excluding Security Data. CustomerLCT Software or through an authorized reseller, distributor, or other channel partner of LCT Software. "End Users" means individuals who are authorized by Customer to use the Service and for whom Customer has purchased a subscription to the Service. End Users may User will be associated with a single, unique email address for purposes of accessing (and being identified within) the Service.
Intellectual Property Rightsapplications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. Optional Services-ons to the Service that may be available for purchase either directly from LCT Software or through an authorized reseller or partner of LCT Software, as more particularly described or identified in the applicable Order. Orderincluding the Subscription Service and, where applicable, Optional Services). Security Datato establish secure transmissions through use of the Service, including but not limited to personal information, information used to identify account names or numbers, routing information, usernames, passwords, access codes and prompts. ServiceSubscription Service-based network security service(s) for which Customer has obtained a subscription from Tyler, as more particularly described in the applicable agreement or Order under which such subscription was obtained. If and as designated in the Specifications, the Service may be inclusive of application programming interfaces (APIs) developed by LCT Software to enable interaction and integration with the Service. Unless otherwise specified herein or other applicable contractual terms, all references tany and all Optional Services. SoftwareLCT Software makes available for download or otherwise provides for use with the Service. Specificationsthe then-current user documentation for the Service or in these Terms. Subscription Period(s)access to the Service, as designated in the Order(s). means a configuration of or modification to the Service requested by Customer that can be consistently supported by LCT Software via APIs, does not require direct database changes and is capable of being tested and maintained by LCT Software. 2. AUTHORIZED USERS. User may use any reasonable number of compatible devices for purposes of accessing
the Service; provided that, LCT Software reserves the right to determine whether a number of devices is reasonable and, in its sole discretion, to place a corresponding cap on the number of devices. Unless expressly authorized by LCT Software, End User subscriptions cannot be shared or used by more than one individual but may be permanently reassigned to new End Users. 3. USE OF THE SERVICE 3.1. Technical Support. If Customer experiences material downtime or errors in the Service, Customer shall contact Tyler for support services. If Tyler is unable to resolve the problem, Tyler will work with LCT Software to resolve the matter. 3.2. Responsibilities. Customer will (i) be responsible for meeting LCT (whether or not authorized by Customer) osolely responsible for the accuracy, quality, integrity and legality of Communication Data, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Service under its account, and notify LCT Software promptly of any such unauthorized access or use, and (v) use the Service only in accordance with the applicable documentation, laws and government regulations, and any written instructions provided by LCT Software to Customer. 3.3. Prohibitions. Customer will not, and will ensure that its End Users do not, (i) make the Service available to anyone other than End Users; (ii) sell, resell, rent, lease or transfer the Service in whole or in part to any third party (including Customer affiliates) without the express permission of LCT Software and execution of designated transfer documentation; (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (iv) use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (vi) attempt to gain unauthorized access to the Service or any related systems or networks; or (vii) obtain intellectual property rights to the use of any component of the Services (inclusive of APIs). 3.4. Security Data and Privacy. Customer understands that failure to protect Security Data may allow an unauthorized person or entity to access the Service. In addition, Customer acknowledges that LCT Software generally does not have access to and cannot retrieve lost Security Data. If Customer loses Security Data, Customer may no longer have access to the Service. Customer agrees that: (i) Customer (or its End User) is solely responsible for collecting, inputting and updating all Security Data; (ii) LCT Software assumes no responsibility for supervision, management or control of responsibility for any fraudulent or unauthorized use of the Software or any portion of the Service.
4. PROPRIETARY RIGHTS 4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, LCT Software reserves all rights, title and interest in and to the Service and any associated Software and documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 4.2. Restrictions. In addition to the other prohibitions set forth in these Terms, Customer will not and will ensure that its agents do not (i) create derivate works based on the Service, (ii) copy, frame or mirror any part or content of the Service, other than copying or reverse engineer the Service, or (iv) access the Service (inclusive of any APIs) in order to build or patent a competitive product or service or to copy any features, functions or graphics of the Service. 4.3. Communication Data Ownership. Customer reserves all its rights, title and interest in and to the Communication Data. No rights are granted to LCT Software hereunder with respect to the Communication Data, except that LCT Software may (i) store, copy, process, and transmit such Communication Data for purposes of providing the Service to Customer and (ii) otherwise utilize Communication Data if and as permitted by the 4.4. Customer Suggestions. Customer grants LCT Software a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the recommendations, or other feedback provided by Customer or End Users relating to the operation or features of the Service, provided that such feedback is not attributed to Customer or End Users. 5. CONFIDENTIALITY 5.1. Definition. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) is available to the public pursuant to applicable law.
5.2. Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement Policy, https://www.avolvesoftware.com/privacy-policy/ (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who are legally bound to protect such Confidential Information consistent with these Terms. 5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure. 6. WARRANTIES AND DISCLAIMERS 6.1. Specifications. Subject to the limitations set forth below, LCT Software warrants that the Service will operate in all material respects in accordance with the liability for any breach of the foregoing warranty, LCT Software will use commercially reasonable efforts to modify the Service so that it conforms to the foregoing warranty. 6.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCT SOFTWARE DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LCT SOFTWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LCT Software will not be responsible to the extent failure of the Service to operate as warranted is caused by or results from: (i) any modification to the Service other than a Supported Modification; (ii) combination, operation or use of the Service with expressly contemplated under these Terms, the user documentation for the Service, or other than in accordance with the terms of this Agreement and/or the applicable event, Internet access issues, or other problems beyond the Service demarcation point. 7. MUTUAL INDEMNIFICATION
7.1. Indemnification by Customer. To the extent permitted by applicable law, Customer will defend (or settle), indemnify and hold harmless LCT Software, its officers, directors, employees and subcontractors, from and against any liabilities, losses, damages and expenses, including court connection with any third-party claim (i) that a third party has suffered injury, damage or claim for which LCT Software is responsible under Section 7.2); or (ii) arising out of LCT Software providing Customer with prompt written notice of such claim; (b) LCT defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim. 7.2. Indemnification by LCT Software. LCT Software will defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Service, as furnished by LCT Software hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and Customer providing LCT Software with prompt written notice of such claim; (b) expense, in the defense and settlement of such claim; and (c) LCT Software having sole authority to defend or settle such claim. THIS SECTION 7.2 STATES THE ENTIRE OBLIGATION OF LCT SOFTWARE AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE. LCT Software will have no liability under this Section 7.2 to the extent that any third-party claims described herein are based on any combination of the Service with products, services, methods, or other elements not furnished by LCT Software or not expressly contemplated under these Terms, the user documentation for the Servicany use of the Service in a manner that violates this Agreement or the instructions given to Customer by LCT Software. 7.3. Mitigation Measures. In the event that (i) any claim or potential claim covered by discretion, seek to mitigate the impact of such claim or injunction by obtaining the right to continue providing the Service, by replacing or modifying the Service to make it non-reasonable notice to Customer. In the case of a suspension or termination pursuant to this Section 7.3, LCT Software will pay to Customer an amount equal to the portion of fees prepaid by Customer for the then-current Subscription period, prorated to the portion of that Subscription period that is affected by the suspension or termination.
8. LIMITATIONS OF LIABILITY. OBLIGATIONS UNDER SECTIONS 7.1 AND 7.2, MISAPPROPRIATION OR PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES OR SOFTWARE OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES OR SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT. 8.1. Exclusion of Damages. EXCEPT IN THE CASE OF MISAPPROPRIATION OR PARTY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES OR RESTRICTS THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE. 8.2. Security and Other Risks. Customer acknowledges that, notwithstanding security features of the Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, LCT Software will have no liability for any security breach caused by any such persons, entities, or technologies. Customer further acknowledges that the Service is not guaranteed to operate without interruptions, failures, or errors. If Customer or End Users use the Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will, to the extent permitted by applicable law, indemnify LCT Software and hold it harmless against those risks.
8.3. Basis of Bargain. THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LCT SOFTWARE AND CUSTOMER AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW. 9. SUBSCRIPTION PERIOD AND TERMINATION 9.1. Term of End User Subscriptions. End User Subscriptions purchased by Customer commence on the start date specified in the applicable Order and, unless terminated continue fSubscription Period 9.2. Termination or Suspension for Cause. A Party may terminate any Subscription for breach remains uncured at the expiration of such thirty (30) day period. In addition, LCT Software may, at its sole optaccess to the Service, or any portion thereof, immediately if LCT Software, in its sole discretion: (i) if suspects that any person other than Customer or an End User is using or attempting to use Security Data, (ii) suspects that Customer or an End User is using the Service in a way that violates these Terms and could expose LCT Software or any other entity to harm or legal liability, or (iii) is or reasonably believes it is required to do so by law or court order. 9.3. Effect of Termination. Within thirty (30) calendar days following the end of format. LCT Software will comply in a timely manner with such request; provided that, Customer (a) pays all costs of and associated with such copying, as calculated at LCT -current time-and-materials rates; and (b) pays any and all unpaid amounts for the Software or Services. 9.4. Surviving Provisions. Sections 4 (Proprietary Rights), 5 (Confidentiality), 6.2 (Disclaimers), 7 (Mutual Indemnification), 8 (Limitations of Liability), 9.3 (Effect of Termination), 9.4 (Surviving Provisions) and 10 (General) will survive any termination or expiration of this Agreement. 10. GENERAL 10.1. Notice. Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) sending by confirmed ethe next business day). Notices will be sent to the address specified by the recipient in
Service (or such other address as the recipient may thereafter specify by notice given in accordance with this Section 10.1). 10.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the state where Customer has its primary place of business, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the Service or this Agreement will be the state and federal courts located in the same state and each of the Parties hereto waives any objection to jurisdiction and venue in such courts. 10.3. Compliance with Laws. Each Party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Customer will not permit End Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction. 10.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the Parties. 10.5. Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity. 10.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, or if it cannot be so modified, then severed, and the remaining provisions of this Agreement will remain in full force and effect. 10.7. Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of LCT Software. Any attempted assignment or transfer, without such consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. 10.8. Publicity. Subject to the provisions of Section 5, each Party will have the right to publicly announce the existence of the business relationship between the Parties. In use Custom Markscustomer, and for providing the Service to Customer; provided that, LCT Software will use commercially reasonable efforts to adhere to any usage guidelines furnished by such permission in writing.
10.9. Force Majeure. The Parties will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from acts of God; flood, fire, earthquake or explosion; war or hostilities; terrorist threats or acts; cyberattacks; riot or other civil unrest; government order, law, or other acts of governmental authorities; embargoes or blockades; emergencies; epidemic or other illness outbreaks; or other circumstances or causes beyond the reasonable control of the Party. The impacted Party will promptly notify the other Party of such force majeure event and shall use reasonable efforts to reduce the consequences of the event and to resume performance of all relevant obligations as soon as possible. Updated 05/28/2026