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am <br />A1t.ir� _ <br />GENERAL TERMS AND CONDITIONS <br />1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning <br />Indicated in this Section: <br />1.1 Agency's Account. "Agency's Account' means the account by which Agency <br />accesses the Subscription Materials. <br />1.2 Agreemen t. "Agreement' means (a) the cover sheet to which these General Terms <br />and Conditions are attached, (b) Exhibit A (Subscriptions Being Purchased and Subscription Fees) <br />attached to that cover sheet, and (c) these General Terms and Conditions. <br />1.3 Initial Term /Contract Year. `Initial Term" means the twelve-month period commencing <br />on the Effective Date and "Contract Year" means each twelve -month period commencing on each <br />anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. <br />1.4 Derivative Work. "Derivative Work' means a work that is based on the Subscription <br />Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, <br />or any other form in which the Subscription Material or any portion thereof may be recast, transformed, <br />or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that <br />incorporates any portion of the Subscription Material. Further; "Derivative Work' includes any work <br />considered a "derivative work" under United States copyright law. <br />1.5 Effective Date. "Effective Date" means the date specified on the cover sheet to which <br />these General Terms and Conditions are attached. <br />1.6 Subscription Materials. "Subscription Materials' means the policy manuals, <br />supplemental policy publications, daily training bulletins and other materials provided by Lexipoi to <br />Agency from time to time during the term of this Agreement under the subscriptions purchased by <br />Agency as specified in Exhibit A. <br />2. Term and Termination. <br />2.1 Term. This Agreement is effective upon the execution and delivery of this Agreement by <br />both Lexipol and Agency, and shall continue in effect until the expiration of the Initial Term; provided, <br />however, that the term of this Agreement will automatically be extended for successive one -year periods <br />thereafter (each a Contract Year), unless either party gives written notice to the other party to the contrary <br />not less than thirty (30) days prior to the expiration of the Initial Term or the then current Contract Year, as <br />the case may be. Notwithstanding the foregoing, however, this Agreement will be subject to termination <br />as provided in Section 2.2 below, <br />2:2 Termination, This Agreement may be terminated by either party, effective <br />immediately, (a) in the event that the other party fails to discharge any obligation or remedy any <br />default under this Agreement for a period of more than thirty (30) calendar days after it has been <br />given written notice of such failure or default; or (b) in the event that the other party makes an <br />assignment for the benefit of creditors or commences or has commenced against it any proceeding <br />in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable <br />jurisdiction. <br />2.3 Effect of Expiration or Termination. Upon the expiration or termination of this <br />Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit <br />Copyright 2016 © Lexipol, LLC 1995 -2016 <br />25F -11 <br />Rev 4(1116 <br />