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DocuSign Envelope ID: 85058BOD-455A-4878-9E2A-5C96622A1E36 <br />6.3 ft f ass, This Section applies when Agency subscribes to Lexipol's Wellness Application <br />(°Wellness App") offered by Cordlco(&� All Subseripticrx Materials delivered by the Wellness App, including <br />but notlimited to ail object and source code, all infomtatlan created, developed; or reduced to prootfed,-and <br />all_writte i,, lrrlage-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 <br />nonexclusive limited right to access the WellnesoApp during the Term. If tho, Agreement is terminated or <br />expires for any reason; Agency -shall lose >access to the Wellness App and to all associated Subscription <br />Materials and shall discontinue all use of the same for any purpose. Nothing )n this section orthese Terms <br />shall be comstrlled as conferring any right of ownership or use to -the Wellness App, whether by estoppel, <br />Implication or otherwise, <br />3A Grants. - <br />and/or GrantFindar sari <br />This Section applies when <br />ces, For Grant Writing ser <br />aqufred by LexipoYagrant -v <br />Int application close date)./ <br />idlines, buLL.exip`olaballbe <br />for submissions where applicable. Failure to submit r <br />will result in rollover ofproject services and fees to <br />Requestsfor canoollation €sf Grant Writing servl <br />Involves for Grant Writing services will be sort <br />Complete payment must ba received no later <br />Agency has not made timely payment on an Jrrw <br />to Agency -until past -due paymentsare received <br />ifappiicable.'lnvpices`over thirty (30) days past <br />selects LeApors Grant Writing, C6nieulting, <br />fancy takes full rssponslbilify for submitting <br />am in a timely mariner (at least tiva (S) days <br />responsible, for•all submissfons of final grant <br />red Agency's duly authorized representative <br />l rristarlals to write grant applications on time <br />it application cycle, not a refund of the fees, <br />as will result In a 50% fee of the total value of the service, <br />as soon as work begins for the applicable target grant: <br />lan,lhirty (36} days after receipt of Invoice. In the event <br />se, Lexipol reserves the dghtlo suspend all grant Services <br />Y full, and mayterminate Agency's access to GrantFinder, <br />us may beeharged a twenty-five dollar ($25) late fee.. <br />U Generally, Injunctive Belief, Nothing to the Agreement shall be construed as costarring <br />any rights orlioenseto I-exipol's trade secrets, intellectual property, Gonffdentiel Information, Subscription <br />Materials, KM$, LMS, Wellness App, or the software underlytng such products and services, Whether by <br />estoppel, Implication or otherwise. Agency may not, and may not assist others to, decompile, disassembter, <br />reverse engineer, or otherwise attempt to discover any objeot code, source code, or proprietary data <br />underlying the Services, Agency grants all rights and permissions:in or relating to Agency t7ata.as are <br />necessary to Lexipol to enforce the Agreement, exercise Lexlpol's rights, and perfonreLex1pol's obligations <br />hereunder. Agency acknowledges that a breach or threatened breach of any portion of this Section may <br />cause Irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy, <br />T. Account Security. The rights to access and use the Services under the. Agreement are personal <br />and unique to Agency -and Agency shall notassign orotherwise transferanysuch rights to any other person <br />or entity. Except as set forth herein, Agency remains: solely responsible for maintaining the confidentiality <br />of Agency's usernarri and password(s) and the security of Agency's account(s), meaning the account <br />by which _Agency accesses the Services. Agency will not permit access to Agency's accounts) or use of <br />Agency's usernarre(s) and/or password(s) by any person or entity other than authorized Agency persormeL <br />Agency will Immediately notify Lexipol if Agency becomes aware that any person, or entity other than <br />authorized Agency personnel has used Agency's Account or Agency's username(s) and/or password(s), <br />8Privacy Palls , Laxlpol will hold Agency Data in. confidence unless required to,provid- access In <br />accordance with a court order, government agency,request, or other -legal process such as a Freedom of <br />Information 'Act (FOIA) request; or Public Records Act .(PRA) request. Lexipot will use commercially <br />reasonableefiforts to ensure the security of all Agency Data, Lexipol`s systems use the Secure Socket Layer <br />(5SL) Protocol for Lexipot Services, which encrypts :Information as It travels between Laxipol and each <br />Agency. However, Agency acknowledges and agrees that data transmission on the internal la not always <br />'100% secure and Lexipol cannot and does not warrant that information Agency transmits to or through the <br />Services Is 100%secure, Agency acknowledges that Lexipol may provide view -only access and summary <br />information (which may Include numberofpolicies developed or in development, percentage of staff reviews <br />of developed policies and IITHs) to Agency's affiliated Risk Management Authority, Insurance Pool or <br />Group, or Sponsoring Association if they are actively funding member Agency Subscription Fees, <br />Copyright © Lexipot. LLC ^1995.2022 <br />Rev, 1.1s2022. <br />