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Copyright © Lexipol, LLC 1995-2022
<br />Rev. 1.1.2022
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<br />9. Confidentiality. During the term of the Agreement, either party may be required to disclose
<br />information to the other party that is marked “confidential” or is of such a type that the confidentiality thereof
<br />is reasonably apparent (collectively, “Confidential Information”). The receiving party will: (a) limit disclosure
<br />of any Confidential Information of the other party to the receiving party’s directors, officers, employees,
<br />agents and other representatives (collectively “Representatives”) who have a need to know such
<br />Confidential Information in connection with the Services; (b) advise its personnel and agents of the
<br />confidential nature of the Confidential Information and of the obligations set forth in the Agreement; (c) keep
<br />all Confidential Information confidential by using a reasonable degree of care, but not less than the degree
<br />of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential
<br />Information to any third party unless expressly authorized by the disclosing party. Notwithstanding the
<br />foregoing, a party may disclose Confidential Information pursuant to a valid governmental, judicial, or
<br />administrative order, subpoena, discovery request, regulatory request, Freedom of Information Act (FOIA)
<br />request, or Public Records Act (PRA) request, or similar method, provided that the party proposing to make
<br />any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand
<br />for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a
<br />protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
<br />Each party shall be responsible for any breach of this section by any of such party’s personnel or agents.
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<br />10. Warranty Disclaimer. ALL SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "AS-
<br />IS" AND LEXIPOL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
<br />OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES
<br />ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
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<br />11. Limitation of Liability. Lexipol’s cumulative liability resulting from any claims, demands, or actions
<br />arising out of or relating to the Agreement, the Services, or the use of any Subscription Materials shall not
<br />exceed the aggregate amount of subscription fees actually paid to Lexipol by Agency for the associated
<br />Services during the twelve-month period immediately prior to the assertion of such claim, demand, or action.
<br />In no event shall Lexipol be liable for any indirect, incidental, consequential, special, exemplary damages,
<br />or lost profits, even if Lexipol has been advised of the possibility of such damages. The limitations set forth
<br />in this Section shall apply whether the subject claim is based on breach of contract, tort, strict liability,
<br />product liability or any other theory or cause of action.
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<br />12. General Terms.
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<br />12.1 General Interpretation. The language used in the Agreement and these Terms shall be
<br />deemed to express the mutual intent of Lexipol and Agency. The Agreement shall be construed without
<br />regard to any presumption or rule requiring construction against the party causing such instrument or any
<br />portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement.
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<br />12.2 Invalidity of Provisions. Each of the provisions contained in the Agreement and these
<br />Terms is distinct and severable. A declaration of invalidity or unenforceability of any such provision or part
<br />thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision
<br />hereof. Further, if a court of competent jurisdiction finds any provision of the Agreement to be invalid or
<br />unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intention as
<br />reflected in such provision to the maximum extent possible.
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<br />12.3 Waiver. Lexipol’s failure to exercise, or delay in exercising, any right or remedy under any
<br />provision of the Agreement shall not constitute a waiver of such right or remedy.
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<br />12.4 Governing Law. The Agreement shall be construed in accordance with, and governed by,
<br />the laws of the State in which Agency is located, without giving effect to any choice of law doctrine that
<br />would cause the law of any other jurisdiction to apply.
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