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DocuSign Envelope ID: FC168D22-D1F2-4579-9260-6405DE1984A2
<br />11111EXIPOL
<br />any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Lexipol has
<br />been advised of the possibility of such damages. The limitations set forth in this Section shall apply
<br />whether Agency's claim is based on breach of contract, tort, strict liability, product liability or any other
<br />theory or cause of action.
<br />11. Non -Transferability. The subscriptions and rights to use the Subscription Material granted by
<br />this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to
<br />any other person or entity.
<br />12. Confidentiality. From time to time during the term of this Agreement, either party may be
<br />required to disclose information to the other party that is marked "confidential" or the like, or that is of
<br />such a type that the confidentiality thereof is reasonably apparent ("Confidential Information"). The
<br />receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receiving
<br />party's directors, officers, employees, agents and other representatives (collectively "Representatives")
<br />who have a need to know such Confidential Information in connection with the business relationship
<br />between the parties to which this Agreement relates, and only for that purpose; (b) advise its
<br />Representatives of the confidential nature of the Confidential Information and of the obligations set forth
<br />in this Agreement and require such Representatives to keep the Confidential Information confidential and
<br />to use it only as permitted by this Agreement; (c) keep all Confidential Information confidential by using a
<br />reasonable degree of care, but not less than the degree of care used by it in safeguarding its own
<br />confidential information; and (d) not disclose any Confidential information received by it to any third party
<br />(except as otherwise provided for herein). Notwithstanding the foregoing, however, a party may disclose
<br />Confidential Information of the other party pursuant to any governmental, judicial, or administrative order,
<br />subpoena, discovery request, regulatory request, or Freedom of Information Act (FOIA) request, or Public
<br />Records Act (PRA) request, or similar method, provided that the party proposing to make any such
<br />disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for
<br />disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a
<br />protective order or other appropriate remedy to preserve the confidentiality of the Confidential
<br />Information. Each party shall be responsible for any breach of this Section by any of such party's
<br />Representatives.
<br />Miscellaneous.
<br />13.1 Govensing Law. This Agreement shall be construed in accordance with, and governed
<br />by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause
<br />the law of any other jurisdiction to apply.
<br />13.2 Entire Agreement. This Aareement embodies the entire agreement and understanding
<br />of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and
<br />understandings with respect to the subject matter hereof, including without limitation any and all
<br />agreements and understandings pertaining to the use of the Subscription Materials by Agency. No
<br />representation, promise, inducement, or statement of intention has been made by any party hereto that is
<br />not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form
<br />or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in
<br />this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without
<br />further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically
<br />agreed to in writing by it.
<br />13.3 Headings. The captions and other headings contained in this Agreement are for
<br />convenience only and shall not be considered a part of or affect the construction and interpretation of any
<br />provision of this Agreement.
<br />13A Counterparts. This Agreement may be executed in anv number of counterparts, each of
<br />which shall be deemed an oriainal but all of which together shall constitute one and the same document.
<br />Copyright 2018 0 Lexipol, LLC 1995-2018 Rev 7/26118
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