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Copyright © Lexipol, LLC 1995-2022
<br />Rev. 1.1.2022
<br />2
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<br />4. Effect of Expiration or Termination. Upon the expiration or termination of the Agreement for any
<br />reason, Agency’s access to Lexipol’s Services shall cease. Termination or expiration of the Agreement shall
<br />not, however, relieve either party from any obligation or liability that has accrued under the Agreement prior
<br />to the date of such termination or expiration, including payment obligations. The right to terminate the
<br />Agreement shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the
<br />parties are entitled at law or in equity. The provisions of Sections 1 (Definitions), 6 (Service-Specific Terms),
<br />8 (Privacy Policy), 8 (Warranty Disclaimer), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Limitation of
<br />Liability), 12 (General Terms), and this Section 4 shall survive the expiration or termination of the Agreement
<br />for any reason.
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<br />5. Fees and Invoicing. Unless otherwise agreed upon in writing, Lexipol (or, if applicable, The
<br />Praetorian Group or Cordico Inc.) will invoice Agency at the commencement of the Initial Term and thirty
<br />(30) days prior to each Renewal Term. Agency will pay to Lexipol the fee(s) specified on each invoice within
<br />thirty (30) days following receipt of the invoice. All invoices will be sent to Agency at the address specified
<br />on the cover sheet to which these Terms are attached or as otherwise designated by Agency in writing. All
<br />payments will be made by electronic transfer of immediately available funds or by mailing a check to Lexipol
<br />at 2611 Internet Blvd, Ste 100, Frisco, TX 75034 (Attn: Accounts Receivable). Lexipol reserves the right to
<br />increase fees for Renewal Terms. All amounts required to be paid under the Agreement are exclusive of
<br />taxes and similar fees now in force or enacted in the future. Unless otherwise exempt, Agency is responsible
<br />for and will pay in full all taxes properly imposed related to its receipt of Lexipol’s Services, except for taxes
<br />based on Lexipol’s net income. In the event any amount owed by Agency is not paid when due, an d such
<br />failure is not cured within ten (10) days after written notice thereof, then in addition to any other amount
<br />due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of (a) one
<br />percent (1%) per month, or (b) the highest rate permitted by applicable law.
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<br />6. Service-Specific Terms. The following sections apply to specific Lexipol Services:
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<br />6.1 Policy. Lexipol’s policy Subscription Materials and Knowledge Management System
<br />(“KMS”) are proprietary, protected under U.S. copyright, trademark, patent, and/or other applicable laws,
<br />and Lexipol reserves all rights not expressly granted in these Terms. Agency may prepare Derivative Works
<br />using Lexipol’s Subscription Materials, but Lexipol shall remain the sole owner of all right, title and interest
<br />in and to them, including all copyrights, intellectual property rights, and other proprietary rights therein or
<br />pertaining thereto. Agency shall retain a perpetual, personal, non-sublicensable and non-assignable right
<br />to use the Subscription Materials for Agency’s internal purposes but will not remove any copyright notice or
<br />other proprietary notice of Lexipol appearing thereon. Agency acknowledges and agrees that Lexipol shall
<br />have no responsibility to update such Subscription Materials beyond the Term of the Agreement and shall
<br />have no liability whatsoever for Agency’s creation or use of Derivative Works. Lexipol’s Subscription
<br />Materials are to be treated as Confidential Information (per Section 9 herein), but Agency may disclo se
<br />Subscription Materials pursuant to a valid court order, lawful government agency request, Freedom of
<br />Information Act (FOIA) request, or Public Records Act (PRA) request. Agency acknowledges and agrees
<br />that all policies and procedures it implements have been individually reviewed and adopted by Agency, that
<br />neither Lexipol nor any of its agents, employees, or representatives shall be considered “policy makers” in
<br />any legal or other sense, and that Agency’s highest-ranking official shall, for all purposes, be considered
<br />the “policy maker” with regard to same. Lexipol’s KMS Service is subject to the Service Level Agreement
<br />attached to these Terms.
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<br />6.2 Learning. Lexipol’s Learning Management System (“LMS”), offered by Praetorian Digital,
<br />is a proprietary Service protected under U.S. copyright, trademark, patent, and other laws. Lexipol and its
<br />licensors retain all rights, title, and interest in and to the LMS (including, without limitation, all intellectual
<br />property rights), including all copies, modifications, extensions, and Derivative Works thereof. Agency’s
<br />right to use the LMS is limited to the rights expressly granted in the Agreement. Agency Data, defined as
<br />data owned by Agency prior to the Effective Date or which Agency provides during the Term for purposes
<br />of identifying authorized users, confirming agency or department information, or other purposes that are
<br />ancillary to receipt of the Service, remains Agency’s property. Lexipol retains no right or interest in Agency
<br />Data and shall return or destroy Agency Data following termination of the Agreement. Lexipol’s LMS Service
<br />is subject to the Service Level Agreement attached to these Terms.
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