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DocuSign Envelope ID: 85058BOD-455A-4878-9E2A-5096622A1 E36
<br />4, EffeotofEx�iad2nor-ermination.Uponthe expiration ortermination ofthe Agreementfor-any
<br />reason, Agency's access to Lexlpol s Services shall' cease. TerMinatton or expiration of the Agreement.
<br />shall not, however, relieve either party from any obligation or liability -that has accrued under the Agreement
<br />prior to the date of such termination or expiration, including payment obligations. The right to terminate the
<br />Agreement shall be inaddition. to, and.not in Ilou of, any other remedy,.legal or equitable, to which the
<br />partler,areatatitledatlaw orinequity, The provisions ofSections 'i(Definitions),6(Servic -Specific Terms),
<br />a(Pirvacy Palloy)r fi (Warranty Di°sciafiner),.-a (Confidentiality), 10=(-Warranty Disclaimer), 11 (Limitation of
<br />Liability), IZ(Ganerai Terms), and this 'Section 4 shall survive the expiration or termination of the
<br />Agreement for any reason.
<br />S. Fees and Inunicina. Unless otherwise agreed upon in writing, Lexlpot (or, If applicable, The
<br />Pfaetarlan Group or Cordico Inc,) will invoice Agency at the commencement of the initial Term and thirty
<br />(60) days prior to each Renewal Term, Agerlcywill payte Lexippi the fea(s)specified on each invoice within
<br />thirty (30) days following receipt of the invoice, All Invoices will Ira, sent to Agency at the address specifla,d
<br />on the cover sheet to which these Terms are attached or as otherwise designated by Agency In writing, A[
<br />paymrantswtll be glade by electronic transfer of Immediately available funds orby mailing check to Lexipal
<br />at2611 Internet Blvd;' Ste 100, Frisco, TX 7ap84� (Attw Acaourrts Receivable). Lexipot reserves the right to
<br />Increase fees for Renews[ Terms, Ali amounts required to be paid under the Agreement are exalusive'of
<br />taxesand similar fees now in force or enacted: in thha futuro. Unless otherwise-Axempt, Agency Is responsible
<br />for. and Wit pay In full .all taxes property Imposed related to its receipt of Lexlpcl`s Services, exceptfor taxes
<br />based on f exlpol's not Income. In the event any amount owed by Agency Is not paid when due; and such
<br />failure is notcuredwithin ten (10) days after written notice thereof, then In addition toanyother amount
<br />due, Agencyshall pay late payment chargeonthe overdue amount at a rate equal to the lower of (a) one
<br />perceht (1 ) per month, or (b) the highest rate permitted by applicable law.
<br />6. :Service -Specific Terms The following soctions apply to,speolf(c Lexlpol Services;
<br />6.1 Po_ :1qX. Lextpol's policy Subscription Materials and Knowledge Management 'System
<br />COS") are proprietary, protected under U.S. copyright:., trademark, ,patent, and/or other applicable laws;
<br />and Lexipolreserves all rights not expressly granted in these Terms; Agency may prepare Derivative Works
<br />using Lexipol's Subscription Materials, but Lexipol shalt remain thesoleowner of all right, title and'lnterest
<br />in and to them, Including all W yrirdhts, intellectual property rights; rand other proprietary rights therein or
<br />pertaining thereto. Agency shall retain a perpetual, personal, non-subticensable and non -assignable right
<br />to use the Subscription Matelots for Agency's internal, purposes but will not remove any copyright notice or
<br />other proprietary notice of Lextpoi appearing thereon. Agency acknowledges and agrees that Lexlpol shall
<br />have no responsibility to updatesuctf Subscription Materials beyond the Term of the Agreementand shall
<br />have no liability whatsoever for ;Agency's creation or use of Derivative Works, Lexipol's Subscription
<br />MatoriaWare lobe 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 PubltoRecords Act!'(PRA) request. Agency acknowledges and'agrees
<br />that sit polio!" and procedures It Implements have been individually reviewed and adapted by Agency, that
<br />neither Lexlpol nor any of Reagents, employees or.representatives shall be considered "policy makers" In
<br />any legator other sense, and that Agency's highest-ranking official shall, for all purposes, be considered
<br />the "policy maker" with regard to same. Lexlpol's KMS Service is object to the Service Level Agreement
<br />attached to these Terme,
<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- Lexlpol and its
<br />licensors retain all rights, title, and interest in and to the LMS (inalludtng, without firnitation, all intellectual
<br />property rights), including Alt copies, modifications, extensions, and Derivative Worsts thereof, Agency's
<br />right to use the LMS is limited to the rights expressly granted kthe Agreement. Agency Data, defined as
<br />data owner/ 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 otherpurposesthat are
<br />onctllary to receipt of the Service, remains Agency's property. Lexlpol 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 />Copyright 0 LoApol,LLG 1995.2e22
<br />Rev, 1.1,2022
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