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<br />Copyright © Lexipol, LLC 1995-2023
<br />Rev. 1.1.2023
<br />3
<br />Information Act (FOIA) request, Public Records Act (PRA) request, or equivalent, provided that the disclosing party promptly notifies,
<br />to the extent practicable, the other party in writing prior to such disclosure so that the other party may seek to make such disclosure
<br />subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party
<br />shall be responsible for any breach of this section by any of such party’s personnel or agents. The parties may also disclose the fact
<br />that they are working together, including for promotional purposes, and include each other’s name and logo(s) for such purposes.
<br />7. Warranty. LEXIPOL WARRANTS THAT ITS SERVICES ARE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER IN
<br />ACCORDANCE WITH PREVAILING INDUSTRY STANDARDS, THAT THEY SHALL BE FIT FOR THE PURPOSES SET FORTH HEREIN, AND THAT
<br />SUCH SERVICES SHALL NOT INFRINGE THE RIGHTS OR INTELLECTUAL PROPERTY OF THIRD PARTIES. NOTWITHSTANDING THE
<br />FOREGOING, LEXIPOL’S SERVICES ARE PROVIDED “AS-IS” AND LEXIPOL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,
<br />IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AS WELL AS ALL WARRANTIES
<br />ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
<br />8. Indemnification. Lexipol will indemnify, defend, and hold harmless Agency from and against any and all loss, liability,
<br />damage, claim, cost, charge, demand, fine, penalty, or expense arising directly and solely out of Lexipol’s gross negligence or willful
<br />misconduct in providing Services pursuant to this Agreement. Agency shall likewise indemnify, defend, and hold Lexipol harmless
<br />from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty, or expense arising out of acts or
<br />omissions by Agency, Agency’s personnel, or any party acting on Agency’s behalf.
<br />9. Limitation of Liability. Each party’s cumulative liability resulting from any claims, demands, or actions arising out of or
<br />relating to this Agreement, the Services, or the use of any Lexipol Content shall not exceed the larger of: the aggregate amount of
<br />fees paid to Lexipol by Agency during the twelve-month period immediately prior to the assertion of such claim, demand, or action;
<br />or $10,000.00. In no event shall either party be liable for any indirect, incidental, consequential, special, exemplary damages, or lost
<br />profits, even if such party has been advised of the possibility of such damages.
<br />10. General Terms.
<br />10.1 Entire Agreement. This Agreement embodies the entire agreement between the parties and supersedes all prior
<br />agreements with respect to the subject matter hereof. No representation, promise, or statement of intention has been made by
<br />either party that is not embodied herein. Terms and conditions set forth in any purchase order or othe r document that are
<br />inconsistent with or in addition to the terms and conditions set forth in this Agreement are rejected in their entirety and void,
<br />regardless of when received, without further action. No amendment, modification, or supplement to this Agreement shall be binding
<br />unless it is made in writing and signed by both parties.
<br />10.2 General Interpretation. The terms of this Agreement have been chosen by the parties hereto to express their
<br />mutual intent. This Agreement shall be construed equally against each party without regard to any presumption or rule requiring
<br />construction against the party who drafted this Agreement or any portion thereof.
<br />10.3 Invalidity of Provisions. Each provision contained in this Agreement is distinct and severable. A declaration of
<br />invalidity or unenforceability of any provision or portion thereof shall not affect the validity or enforceability of any other provision.
<br />Should any provision or portion thereof be held to be invalid or unenforceable, the parties agree that the reviewing authority should
<br />endeavor to give effect to the parties’ intention as reflected in such provision to the maximum extent possible.
<br />10.4 Compliance; Governing Law. Each party shall maintain compliance with all applicable laws, rules, regulations, and
<br />orders relating to its obligations pursuant to this Agreement. This Agreement shall be construed in accordance with, and governed
<br />by, the laws of the state in which Agency is located, without giving effect to any choice of law doctrine that would cause the law of
<br />any other jurisdiction to apply.
<br />10.5 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other.
<br />Notwithstanding the foregoing, this Agreement may be assumed by a party’s successor in interest through merger, acquisition, or
<br />consolidation without additional notice or consent.
<br />10.6 Waiver. Either party’s failure to exercise, or delay in exercising, any right or remedy under any provision of this
<br />Agreement shall not constitute a waiver of such right or remedy.
<br />10.7 Notices. Any notice required hereunder shall be in writing and shall be made by certified mail (postage prepaid)
<br />to known, authorized recipients at such address as each party may indicate from time to time. In addition, electronic mail (email) to
<br />established and authorized recipients is acceptable when acknowledged by the receiving party.
<br />DocuSign Envelope ID: 1B28E8C1-2D51-47D0-95F4-C634AB10B700
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