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DocuSign Envelope ID: FC168D22-D1F2-4579-9260-6405DE1984A2
<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 />A shall automatically terminate. The termination or expiration of this Agreement shall not, however,
<br />relieve either party from any obligation or liability that has accrued under this Agreement prior to the date
<br />of such termination or expiration. The right to terminate this Agreement pursuant to Section 2.2 above
<br />shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the terminating
<br />party shall be entitled at law or in equity. The provisions of Sections 1 (Definitions), 4 (Copyright;
<br />Derivative Works; Lexipol's Ownership), 5 (Right to Use; Limitations on Use of Subscription Material and
<br />Derivative Works), 7 (Privacy Policy), 8 (Policy Adoption), 9 (Disclaimer of Liability), 10 (Limitation of
<br />Liability), 13 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this
<br />Agreement for any reason whatsoever.
<br />3. Subscription Fees, Etc,
<br />3.1 Subscription Feelinvoicing. Lexipol will invoice Agency at the commencement of the
<br />Subscription Service (Initial Term) and thirty (30) days prior to the date for each Contract Year (refer to
<br />2.1 above). Agency will pay to Lexipol the subscription fee specified on Exhibit A within thirty (30) days
<br />following Agency's receipt of the invoice for such subscription and renewal fees. All invoices will be sent
<br />to Agency at the address for Agency specified on the cover sheet to which these General Terms and
<br />Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the
<br />cover sheet to which these General Terms and Conditions are attached. Lexipol reserves the right to
<br />increase pricing for subsequent Contract Years.
<br />3.2 Taxes: Past Due Amounts. All amounts required to be paid under this Agreement,
<br />unless otherwise stated on Exhibit A, are exclusive of all taxes and similar fees now in force or enacted in
<br />the future imposed on the subscriptions purchased by Agency under this Agreement and/or delivery by
<br />Lexipol to Agency of Subscription Material, all of which Agency will be responsible for and will pay in full,
<br />except for taxes based on Lexipol's net income. in the event any amount owed by Agency is not paid
<br />when due, and such failure is not cured within ten (10) days after written notice thereof from Lexipol, then
<br />in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a
<br />rate equal to the lower of (a) one percent (1 %) per month, or (b) the highest rate permitted by applicable
<br />law.
<br />4. Copyright: Derivative Works: Lexipol's Ownership. Agency acknowledges and agrees that
<br />the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright law, and that
<br />Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions
<br />contained in this Agreement, Lexipol hereby grants Agency the right to prepare Derivative Works, except
<br />as limited by the terms of this agreement; provided, however, that Agency acknowledges and agrees that
<br />Lexipol will be the sole owner of all right, title and interest in and to all Derivative Works prepared by or for
<br />Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining
<br />thereto, and Agency hereby assigns and transfers to Lexipol all right, title and interest in and to all
<br />Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and
<br />proprietary rights therein or pertaining thereto. Agency will not remove from any copies of the
<br />Subscription Material provided by Lexipol to Agency any copyright notice or other proprietary notice of
<br />Lexipol appearing thereon, and shall include such copyright and other notices at the appropriate place on
<br />each copy of the Subscription Material and each copy of any Derivative Work made by or for Agency, in
<br />any form.
<br />5. Right to Use, Limitations on Use of Subscription Material and�Derivative Works
<br />Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a
<br />perpetual, personal, fully paid -up, right to use, except as limited by the terms of this agreement the
<br />Subscription Material and any Derivative Works prepared by or for Agency, solely for the Agency's
<br />internal purposes. Agency will not use, copy, republish, lend, distribute, post on servers, transmit,
<br />redistribute, display, in whole or in part, by any means or medium, electronic or mechanical, or by any
<br />Copyright 2018 0 Lexipol, LLC 1995-2018 Rev 7126/18
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