|
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, and 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.
<br />6. Service-Specific Terms. The following sections apply to specific Lexipol Services:
<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 disclose
<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.
<br />
<br />
<br />
<br />
<br />Copyright © Lexipol, LLC 1995-2022
<br />Rev. 1.1.2022
<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.
<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
|