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Copyright © Lexipol, LLC 1995-2022
<br />Rev. 1.1.2022
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<br />6.3 Wellness. This Section applies when Agency subscribes to Lexipol’s Wellness Application
<br />(“Wellness App”) offered by Cordico®. All Subscription Materials delivered by the Wellness App, including
<br />but not limited to all object and source code, all information created, developed, or reduced to practice, and
<br />all written, image-based, or video-based content underlying the Wellness App that is not specifically
<br />provided by Agency is the proprietary intellectual property of Lexipol and/or its suppliers or licensors,
<br />protected to the maximum extent permitted by trademark, copyright, and patent laws. Agency is granted a
<br />nonexclusive limited right to access the Wellness App during the Term. If the Agreement is terminated or
<br />expires for any reason, Agency shall lose access to the Wellness App and to a ll associated Subscription
<br />Materials and shall discontinue all use of the same for any purpose. Nothing in this section or these Terms
<br />shall be construed as conferring any right of ownership or use to the Wellness App, whether by estoppel,
<br />implication or otherwise.
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<br />6.4 Grants. This Section applies when Agency selects Lexipol’s Grant Writing, Consulting,
<br />and/or GrantFinder services. For Grant Writing services, Agency takes full responsibility for submitting
<br />information reasonably required by Lexipol’s grant wr iting team in a timely manner (at least five (5) days
<br />prior to the applicable grant application close date). Agency is responsible for all submissions of final grant
<br />applications by grant deadlines, but Lexipol shall be considered Agency’s duly authorized representative
<br />for submissions where applicable. Failure to submit requested materials to write grant applications on time
<br />will result in rollover of project services and fees to next grant application cycle; not a refund of the fees.
<br />Requests for cancellation of Grant Writing services will result in a 50% fee of the total value of the service.
<br />Invoices for Grant Writing services will be sent as soon as work begins for the applicable target grant.
<br />Complete payment must be received no later than thirty (30) days after receipt of invoice. In the event
<br />Agency has not made timely payment on an invoice, Lexipol reserves the right to suspend all grant Services
<br />to Agency until past-due payments are received in full, and may terminate Agency’s access to GrantFinder,
<br />if applicable. Invoices over thirty (30) days past due may be charged a twenty-five dollar ($25) late fee.
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<br />6.5 Generally; Injunctive Relief. Nothing in the Agreement shall be construed as conferring
<br />any rights or license to Lexipol’s trade secrets, intellectual property, Confidential Information, Subscription
<br />Materials, KMS, LMS, Wellness App, or the software underlying such products and services, whether by
<br />estoppel, implication or otherwise. Agency may not, and may not assist others to, decompile, disassemble,
<br />reverse engineer, or otherwise attempt to discover any object code, source code, or proprietary data
<br />underlying the Services. Agency grants all rights and permissions in or relating to Agency Data as are
<br />necessary to Lexipol to enforce the Agreement, exercise Lexipol’s rights, and perform Lexipol’s obligations
<br />hereunder. Agency acknowledges that a breach or threatened breach of any portion of this Section may
<br />cause irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy.
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<br />7. Account Security. The rights to access and use the Services under the Agreement are personal
<br />and unique to Agency and Agency shall not assign or otherwise transfer any such rights to any other person
<br />or entity. Except as set forth herein, Agency remains solely responsible for maintaining the confidentiality
<br />of Agency’s username(s) and password(s) and the security of Agency’s account(s), meaning the account
<br />by which Agency accesses the Services. Agency will not permit access to Agency’s account(s) or use of
<br />Agency’s username(s) and/or password(s) by any person or entity other than authorized Agency personnel.
<br />Agency will immediately notify Lexipol if Agency becomes aware that any person or entity other than
<br />authorized Agency personnel has used Agency’s Account or Agency’s username(s) and/or password(s).
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<br />8. Privacy Policy. Lexipol will hold Agency Data in confidence unless required to provide access in
<br />accordance with a court order, government agency request, or other legal process such as a Freedom of
<br />Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially
<br />reasonable efforts to ensure the security of all Agency Data. Lexipol’s systems use the Secure Socket Layer
<br />(SSL) Protocol for Lexipol Services, which encrypts information as it travels between Lexipol and each
<br />Agency. However, Agency acknowledges and agrees that data transmission on the internet is not always
<br />100% secure and Lexipol cannot and does not warrant that information Agency transmits to or through the
<br />Services is 100% secure. Agency acknowledges that Lexipol may provide view-only access and summary
<br />information (which may include number of policies developed or in development, percentage of staff reviews
<br />of developed policies and DTBs) to Agency’s affiliated Risk Management Authority, Insurance Pool or
<br />Group, or Sponsoring Association if they are actively funding member Agency Subscription Fees.
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