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<br />Copyright © Lexipol, LLC 1995-2023
<br />Rev. 1.1.2023
<br />2
<br />4. Fees; Invoicing. Lexipol will invoice Agency at the commencement of the Initial Term and at the commencement of each
<br />Renewal Term. Agency agrees to remit payment within thirty (30) calendar days following receipt of Lexipol’s invoice. Payments may
<br />be made electronically or by mailing a check to Lexipol at 2611 Internet Blvd, Ste. 100, Frisco, TX 75034 (Attn: Accounts Receivable).
<br />Lexipol reserves the right to increase fees for Renewal Terms. All fee amounts stated in Exhibit A are exclusive of taxes and similar
<br />fees now in force or enacted in the future. Agency is responsible for all third-party fees (e.g., wire fees, bank fees, credit card
<br />processing fees). Unless otherwise exempt, Agency is responsible for and will pay in full all taxes related to its receipt of Lexipol’s
<br />Services, except for taxes based on Lexipol’s net income.
<br />5. Terms of Service. The following terms and conditions govern access to and use of Lexipol’s Services:
<br />5.1 Online Services. Lexipol’s Online Services include all cloud-based services offered by Lexipol and its partners,
<br />affiliates, and licensors. Online Services include, without limitation, Lexipol’s Knowledge Management System (“KMS”) for policy,
<br />Learning Management System (“LMS”)2, GrantFinder, and Cordico wellness applications (collectively, the “Online Services”). Lexipol’s
<br />Online Services are proprietary and, where applicable, protected under U.S. copyright, trademark, patent, and/or other applicable
<br />laws. By subscribing to Lexipol’s Online Services, Agency receives a personal, limited, non-sublicensable and non-assignable license
<br />to access and use such Services in conformity with these Terms.
<br />5.2 Professional Services. Lexipol’s Professional Services include all Services that are not part of Lexipol’s Online
<br />Services, and which require the professional expertise of Lexipol personnel and/or contractors, including implementation support for
<br />policy manuals, technical support for online learning, accreditation consulting, grant writing and consulting3, and projects requiring
<br />regular input from Lexipol’s subject matter experts (collectively, “Professional Services”). Lexipol shall provide all Professional Services
<br />in accordance with industry best practices.
<br />5.3 Intellectual Property; License. Lexipol’s Services and all Lexipol Content are the proprietary intellectual property of
<br />Lexipol and/or its licensors, and are protected where applicable by copyright, trademark, and patent laws. Nothing contained in this
<br />Agreement or these Terms shall be construed as conferring any right of ownership or use to Lexipol’s Services or Lexipol Cont ent.
<br />Notwithstanding the foregoing, Agency may, in limited circumstances (e.g. creation, modification, and updating of Agency’s policy
<br />manuals) create Derivative Works based on Lexipol’s Content and shall retain a personal, non-commercial, non-sublicensable and
<br />non-assignable license to use such Derivative Works, including beyond the expiration or termination of this Agreement. “Derivative
<br />Works” include all work product based on or which incorporates any Lexipol Content, including any revision, modification,
<br />abridgement, condensation, expansion, compilation, or any other form in which Lexipol Content, or any portion thereof, is recast,
<br />transformed, or adapted. Agency acknowledges and agrees that Lexipol shall have no responsibility to update Lexipol Content used
<br />by Agency beyond the Term of this Agreement and shall have no liability whatsoever for Agency’s creation or use of Derivative Works.
<br />5.4 Account Security. Access to Lexipol’s Services is personal and unique to Agency. Agency shall not assign or
<br />otherwise transfer any such rights to any other person or entity. Except as set forth herein, Agency remains responsible for
<br />maintaining the security and confidentiality of Agency’s usernames and passwords and the security of Agency’s accounts. Agency will
<br />immediately notify Lexipol if Agency becomes aware that any person or entity other than authorized Agency personnel has used
<br />Agency’s account or Agency’s usernames and/or passwords.
<br />5.5 Agency Data. Lexipol will use commercially reasonable efforts to ensure the security of all Agency Data. Lexipol’s
<br />Services use the Secure Socket Layer (SSL) protocol, which encrypts information as it travels between Lexipol and Agency. However,
<br />data transmission on the internet is not always 100% secure and Lexipol cannot and does not warrant that information Agency
<br />transmits to or through Lexipol or the Services is 100% secure. Lexipol’s use of Agency Data is limited to providing the Services,
<br />retaining records in the regular course of business, and complying with valid legal obligations.
<br />6. Confidentiality. During the Term of this Agreement, each party may disclose information to the other party that would be
<br />reasonably considered confidential, including Agency Data (collectively, “Confidential Information”). The receiving party will: (a) limit
<br />disclosure of any such Confidential Information to the receiving party’s authorized representatives; (b) advise its personnel and agents
<br />of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement; and (c) not disclose any
<br />Confidential Information to any third party unless expressly authorized by the disclosing party. A party may disclose Confidential
<br />Information pursuant to a valid governmental, judicial, or administrative order, subpoena, regulatory request, Freedom of
<br />
<br />2 LMS Services include, but are not limited to: PoliceOne Academy, FireRescue1 Academy, EMS1 Academy, Corrections1 Academy, and LocalGovU.
<br />3 Agency is responsible for submitting all information reasonably required by Lexipol’s grant writing team in a timely manner and always at least
<br />five (5) days prior to each grant application submission date. Agency is responsible submissions of final grant applications by grant deadlines. Failure
<br />to timely submit required materials to Lexipol’s grant writing team will result in rollover of project fees to next grant application cycle, not a refund
<br />of fees. Requests for cancellation of grant writing services which have already begun will result in a 50% fee of the total value of the service.
<br />DocuSign Envelope ID: 1B28E8C1-2D51-47D0-95F4-C634AB10B700
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