|
DocuSign Envelope ID: 85058BOD-455A-4878-9E2A-5C96622Al E36
<br />12,5 Compliance with Laws, Each party shall maintain compliance with all appflcab}e laws,
<br />rules, regulations, Ono orders promulgated by any federal, state, or local government body or agency
<br />relating toits obligations pursuant to the Agreoment arid these Terms.
<br />12A At�rnev's Fees. if any action is brogghtby elther party to the Agreement against the other
<br />party regarding the subject matter hereof, the prevailing party shall be entitled :tea recover,.'In addition to any
<br />other relief granted, reasonable attorneys fees and expanses oftltlgatiom
<br />12.7 Notices, Any notice required by the Agreement or gluon in connection with It shall be in
<br />writing "and shall be,made by certified mail (pcstsi propald), recognized overnight delivery service; or (If
<br />mutually agreed upon) by small to authorized reolpients at such address as each party may indlcate,froin
<br />time to time. Alternatively, electronic that( or facsimile" notica,to established and euthortzod recipients Is
<br />acceptable when eckribwledged by the receiving party,
<br />122 Entire Agreement. The Agreement, Including these Terms, embodies the, entire
<br />agreemontsnd understanding"of the parties hereto and expressly supdrsedes all prior written ;and oral
<br />agreements and understandings with respect to the subject matter hereof, No ropresontation, prorriiss, or
<br />statement of intention has been made by any party hereto thatis not embodied in the Agreement. Terms
<br />and conditions set forth In any purchase order or any other form ar document that are inconsistentwithor
<br />In addition to the terms and conditions set forth In the Agreoment are hereby objooted to and rejected In
<br />theirendrety, regardless of when received, without further action or notification, and shall notbo considered
<br />binding unless specifically agreed to in writing by both parties, No amendment, modification, or supplement
<br />to the Agreement shall be binding unless It is-fn writing and signed by the party sought to be bound thereby,
<br />12.9 Counferparts The Agreement may be executed in any number of counterparts, ouch of
<br />which shall be deemed an original but all of which togethershall constitute one and -the same documentfor
<br />purposes of the Agreement.
<br />Lexipol Service Level Agreement for CloW-Based Services
<br />1. Response Times. for issues relating to LeMpol's online, cloud -based Services (e.g. KMS, LMS, Wellness),
<br />Lexipol will ,make an Industry standard and commercially reasonable effort to respond promptly (via
<br />-
<br />Lexipol's Normal Support Channels) within two (2) Business Clays after receipt.
<br />2. Uotlme Commitment. The Uptime Percentage for theServicewill be ninety-nine and 'five•tenthspercent
<br />(the "Uptime Commitment").Subject to the. exclusions described in below, "Uptime Percentage" is
<br />calculated by subtracting from 1 OQ% the percentage of 1-minute periods during any annual billing cyclam
<br />which Agency's selected Service(&) are unavailable out of the total number of minutes In that billing cydie.
<br />'"Uriavalloble and "Unavailability" mean that, in any I. -minute period, all connection requests received by
<br />Agency failed to process (each :a. "Failed Connection"); provided, however, that no Faitod Connection will
<br />be counted as a part of more than sniasuch 1-minute period (i.e. a F"ailed'Connectlon will not be counted
<br />for the period 12t00M-12:00:59 end the period 12!QO:30-12:01.29)" The Yearly' Uptime Percentage will 6e
<br />measured based on the industrystandard monitoring tools,
<br />3. Exclusisns from tlptlme Percentage. All Service Unavailability .resulting from the 'following wiif be
<br />axclu e from calculation of Uptime Percentaga; (a) Regularly -scheduled maintanance-of the Service that
<br />does not exceed six (5) hours per 3-month period and Is communicated by Lexipol at least twenty-four (24)
<br />Flours in advance via Lexipol's support channels (Lex(pol typically schedules such regularly scheduled
<br />maintenance once per month); (p) Any€allures of the Le. xipal Standard and Custom Reporting Services that
<br />does not exceed six (6) hours per3-month period and fs communicated by Lexipol at least twenty-four (24)
<br />hours in advance via'Lekipol's Normal Support Channels; (a) Any issues with a third -party service to which
<br />Ardency subscribes but does not control, (d) Any problems not caused by Lexipol that resultfrom, computing
<br />or networking hardware, other equipment or software under Agency's control, the Internet, or other Issues
<br />with electronic communications; (0) Lexipors suspension or termination of the Service in accordance with
<br />thoTermsi(f) Exceeding Loxipot"s published ConcurrentRequest l emits; (g) Software that has been subject
<br />to unauthorized modification byAgency; ,(h)Negligent or intentional misuse of the Service by Agency.
<br />CopyrighM Lexipol, LLG 1905 2M
<br />;Rev, 1,1�.2022
<br />
|