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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 (Indemnification), 10(Limitation of Liability),
<br /> 12 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this Agreement for
<br /> any reason whatsoever.
<br /> 3. Subscription Fees. Etc.
<br /> 3.1 Subscription Fees/Invoicing. Lexipol will invoice Agency at the commencement of the
<br /> Subscription Service and thirty(30)days prior to the date for each Renewal Term (refer to 2.1 above).
<br /> Agency will pay to Lexipol the subscription fees specified on Exhibit A within thirty(30)days following
<br /> Agency's receipt of the invoice for such subscription and renewal fees. All invoices will be sent to Agency
<br /> at the address for Agency specified on the cover sheet to which these General Terms and Conditions are
<br /> attached. All payments will be made to Lexipol at the address for Lexipol specified on the cover sheet to
<br /> which these General Terms and Conditions are attached.
<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
<br /> in 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
<br /> a rate equal to the lower of(a)one percent(1%) per month, or(b)the highest rate permitted by
<br /> applicable 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. Subject to
<br /> the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a perpetual,
<br /> personal, fully paid-up, right to use, except as limited by the terms of this agreement the Subscription
<br /> Material and any Derivative Works prepared by or for Agency, solely for the Agency's internal purposes.
<br /> Agency will not use, copy, republish, lend, distribute, post on servers, transmit, redistribute, display, in
<br /> whole or in part, by any means or medium, electronic or mechanical,or by any information storage and
<br /> retrieval system, any Subscription Material or any Derivative Work prepared by or for Agency other than
<br /> as expressly authorized by the immediately preceding sentence. Without limiting the generality of the
<br /> foregoing,Agency will not import, upload, or otherwise make available any Subscription Material or any
<br /> Derivative Work prepared by or for Agency into or onto any third party knowledge, document, or other
<br /> content management system or service without Lexipol's prior written consent. The foregoing does not,
<br /> however, prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by
<br /> Copyright 2015®Lexipol, LLC 1995-2015 OHSUSA:759533362.1 Rev 3/4/15
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