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4.2 SR 08-19-2024
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4.2 SR 08-19-2024
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8/19/2024
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<br />Copyright © Lexipol, LLC 1995-2023 <br />Rev. 1.1.2023 <br />1 <br /> <br />Exhibit B <br />Terms and Conditions of Service <br />These Terms and Conditions of Service (the “Terms”) govern the rights and obligations of Lexipol and Agency under this Agreement. <br />Lexipol and Agency may each be referred to herein as a “party” and collectively as the “parties.” <br />1. Definitions. Each of the following capitalized terms will have the meaning included in this Section 1. Other capitalized terms <br />are defined within their respective sections, below. <br />1.1 “Agency” means the department, agency, office, organization, company, or other entity purchasing and/or <br />otherwise subscribing to the Lexipol Services set forth in Exhibit A. <br />1.2 “Agency Data” means data, information, and content owned by Agency prior to the Effective Date, or which Agency <br />provides during the Term of this Agreement for purposes of identifying authorized users, confirming agency or department <br />information, or other purposes that are ancillary to receipt of the Service. <br />1.3 “Agreement” means the combination of the cover sheet (signature page); Exhibit A (“Selected Services and <br />Associated Fees”); this Exhibit B; and any other documents attached hereto and expressly incorporated herein by reference. <br />1.4 “Effective Date” means the date specified on the cover sheet (signature page), or as otherwise expressly set forth <br />and agreed upon by Lexipol and Agency in a writing and defined as the “Effective Date.” <br />1.5 “Initial Term” means the period commencing on the Effective Date and continuing for the length of time indicated <br />on Exhibit A. If not so indicated, the default Initial Term is one (1) year from the Effective Date. <br />1.6 “Lexipol Content” means all content in any format including but not limited to: written content, images, videos, <br />data, information, and software multimedia provided by Lexipol and/or its licensors via the Services. <br />1.7 “Services” means all products and services, including but not limited to all software subscriptions, professional <br />services, and ancillary support services, as may be offered by Lexipol and/or its affiliates from time to time. <br />2. Term; Renewal. This Agreement becomes enforceable upon signature by Agency’s authorized representative, with an <br />Effective Date as indicated on the cover page. Unless expressly stated in the “Custom Agreement Terms” section of Exhibit A, this <br />Agreement shall automatically renew in successive one-year periods (each, a “Renewal Term”) on the anniversary of the Effective <br />Date unless a party provides written notice of non-renewal to the other party at least sixty (60) days prior to such renewal. The Initial <br />Term and all Renewal Terms collectively comprise the “Term” of this Agreement. <br />3. Termination. <br />3.1 For Convenience; Non-Appropriation. This Agreement may be terminated at any time for convenience (including <br />due to lack of appropriation of funds) upon sixty (60) days written notice.1 <br />3.2 For Cause. This Agreement may be terminated by either party, effective immediately, (a) in the event the other <br />party fails to discharge any obligation, including payment obligations, or remedy any default hereunder for a period of more than <br />thirty (30) calendar days after it has been provided written notice of such failure or default; or (b) in the event that the other party <br />makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, <br />insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. <br />3.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement for any reason, Agency’s <br />access to Lexipol’s Services shall immediately cease unless Lexipol has, in its sole discretion, provided for their limited continuation. <br />Termination or expiration of this Agreement shall not, however, relieve either party from any obligation or liability that has accrued <br />under this Agreement prior to the date of such termination or expiration, including payment obligations. <br /> <br />1 Note: fees paid for Online Services are not eligible for refund, proration, or offset in the event of Agency’s termination for convenience as Online <br />Services are delivered in full as of the Effective Date. Fees pre-paid for Professional Services are eligible for refund, proration, or offset to the extent <br />such Services have not been delivered or utilized by Agency. <br />DocuSign Envelope ID: 1B28E8C1-2D51-47D0-95F4-C634AB10B700 <br />Page 33 of 327
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