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HomeMy WebLinkAboutSubscription Agreement with Lexipol LLC for Subscription Material for Policy Manual for Police DepartmentLexipol LLC 6B Liberty #200 Aliso Viejo, CA 92656 Tel: 949-484-4444 ~ a~~o' Fax: 949-484-4443 LQ TERMS AND CONDITIONS FOR USE OF SUBSCRIPTION MATERIAL I. ACCEPTANCE OF TERMS The services that Lexipol, LLC, a Delaware Limited Liability Company (hereinafter "Lexipol"), provides to Agency, Customer, User, Purchaser are subject to the following Terms and Conditions of Use. These Terms and Conditions are valid through the subscription period of one year. Lexipol reserves the right to update/change the Terms and Conditions of Use on the renewal date of the subscription agreement period whereas those updates/changes on the Terms and Conditions of Use will be valid for the new subscription period. This document represents the most current version of the Terms and Conditions of Use. Any changes or updates can be reviewed by clicking on the "Terms and Conditions of Use" hypertext link located on Lexipol's Forum page once Agency becomes a subscriber. AGENCY MUST AGREE WITH THESE TERMS AND CONDITIONS OF USE BEFORE AGENCY CAN USE THIS WEBSITE. II. DESCRIPTION OF SERVICES Through Lexipol's Website, Lexipol provides Agency with access to the Lexipol Knowledge Management System. Lexipol provides numerous subscriptions to this system, each with varying services depending on the level of subscription. The Agency is subscribing to the services indicated on the data page included on the last page of this agreement. III. MEMBER ACCOUNT, PASSWORD AND SECURITY If any of the Services provided to Agency by this Website requires Agency to open an account, Agency must complete the registration process by providing Lexipol with current, complete and accurate information as prompted by the applicable registration form. Agency will also be able to change the user name and password on the account after initial login. Agency is entirely responsible for maintaining the confidentiality of Agency's password and account. Agency is entirely responsible for any and all activities that occur under Agency's account. Agency agrees to notify Lexipol immediately of any unauthorized use of Agency's account or any other breach of security. Agency may not use any other Agency's account at any time, as Agency's password and user name are for the purchaser's sole use. Purchasers of content through this Website are not permitted to share, distribute, sell, or otherwise transfer their password to other individuals. Significant or unusual use of a single user name and password (including, but not limited to, significant use of a single user name and password on multiple computers) could result in suspension of that password. IV. NOTICES Any notice to be given to the parties shall be sent to Lexipol at the address above or if to the Agency to the contact person registered as the authorized signer. V. PAYMENT TERMS Agency agrees to pay the current fees for all services purchased using Agency's user name and password. All services are payable in full within forty-five (45) days from subscription start date. Any V12.15.10 Copyright 2010 ©Lexipol, LLC 1995-2010 amounts past sixty (60) days from due date shall accrue interest at one (1 %) percent per month for past due accounts. Invoices are sent thirty (30) days previous to the subscription start date and anniversary date thereafter. All payments are applied to the oldest balance. VI. PRIVACY POLICY Lexipol shall keep all information Agency provides confidential and private unless required to provide information in accordance with an order from a court of competent jurisdiction. Agency acknowledges Lexipol may provide view only access and summary information to the Agency's affiliated Risk Management Authority, Insurance Pool or Group if they have provided an economic subsidy. Because security is important to Lexipol and our users, Lexipol will always rake reasonable efforts to ensure the security of Lexipol's systems. Lexipol employs security systems to protect the information Lexipol receives from Agency's users. The Lexipol Policy Website uses Secure Socket Layer (SSL) Protocol for browsers that support 128-bit encryption (such as Microsoft Internet Explorer 5 and greater). SSL encrypts information as it travels between customer and Lexipol. Please be aware that Internet data transmission is not always 100% secure and Lexipol cannot warrant that information Agency transmits utilizing Lexipol's Service or Website is 100% secure. VII. APPLICATION OF LAW AND JURISDICTION Agency agrees that any claim, action, or proceeding arising out of these Terms and Conditions of Use, or Agency's use of the Website, shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be wholly performed therein, and any action based on or alleging a breach of this Agreement must be brought in a state or federal court in Delaware. This Agreement shall be governed and interpreted pursuant to the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. VIII. INDEMNIFICATION Agency understands that Lexipol and its agents, employees and representatives have developed policy guidelines and content in a good faith effort to comply with all applicable statutes, case law and industry standards in effect at the time such policies were approved and adopted by Agency. Agency acknowledges that Lexipol shall not be responsible for updating these policies to adhere to subsequent changes in the law or other conditions and those changes and updates will only be provided by Lexipol as a part of an annual subscription. While Lexipol has made a good faith effort to develop all policies and training in accordance with existing law and standards, Agency acknowledges that neither Lexipol nor any of its agents, attorneys, employees or representatives are obligated to provide legal representation, defense, or indemnification for any litigation in which said policies are subject to challenge. To the fullest extent permissible under applicable law, and except as otherwise herein, Lexipol andlor other persons creating or transmitting the information and the service will in no event be liable to Agency or anyone else for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages for the information, even if Lexipol or other persons creating or transmitting the information or the service shall have been advised of the possibility of such damages. To the fullest extent permitted by law, Lexipol or other persons creating or transmitting the service and the information shall have no responsibility or liability to Agency or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions of use thereto with the exception of liability resulting from a finding of gross negligence, andlorwillful and wanton conduct of Lexipol. V12.15.10 Copyright 2010 ©Lexipol, LLC 1995-2010 IX. COPYRIGHT Agency expressly acknowledges and agrees that each and every policy provided by Lexipol, its agents, employees, and representatives including, but not limited to, all updates, revisions the entire Policy Manuals}, Supplemental Policy Publications and/or Procedure Manuals, and Daily Training Bulletins purchased from Lexipol were expressly created for Agency's exclusive use. Agency further agrees that all policy, update, revision or Daily Training Bulletins originally provided by Lexipol are protected under copyright agreements and may not be sold. Nothing in this statement is intended to prohibit or restrict Agency from access and reproduction for department functions and providing any policies contained within the Policy Manual(s) pursuant to and authorized by a request under the Public Records Act, pursuant to Court order or any other lawful process. X. DISCLAIMER OF WARRANTIES The service and all information is provided "as is" without warranties, express or implied, or representations of any kind whatsoever. There shall be no warranties of merchantability, fitness for a particular use, non-infringement of proprietary rights, enjoyment of the information or service, system integration, or accuracy of the information. To the fullest extent permitted bylaw, Lexipol disclaims any warranties for the security, reliability, timeliness, and performance of the information and the service. The entire risk as to satisfactory quality, performance, accuracy and effort is with Agency. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to Agency insofar as they relate to implied warranties. In those jurisdictions Lexipol shall use its best efforts, including industry standards of care, to insure satisfactory quality, performance and accuracy. XI. NON-WAIVER AND SEVERABILITY Lexipol's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect. XII. POLICY ADOPTION The Agency hereby agrees and certifies that any and all policies developed and provided by LEXI POL LLC and its agents, employees and representatives have been individually reviewed, customized and adopted for the exclusive use of the AGENCY. It is further acknowledged and agreed that LEXIPOL LLC and its agents, employees and representatives shall not be considered "policy makers" in any legal or other sense and that, upon acceptance of the policy manual(s) and execution of this Agreement, the chief executive of the AGENCY for all purposes be considered the "policy maker" with regard to each and every policy contained in said manual. XIII. TERMINATION This Subscription Agreement may be terminated at the annual anniversary date of the subscription period by written notice to the other party at least 30 days preceding the subscription anniversary date. V12.15.10 Copyright 2010 ©Lexipol, LLC 1995-2010 Agency is purchasing the fallowing services}: POLICY SUBSCRIPTIGIVS: Policy Manual Suoolemental Publications Custody Manual TRAINING SUBSCRIPTIONS: Daily Training Bulletins ~DTB} Na~onal Daily Training Bulle#ins ~NDTB} Custody Daily Training Bulle~ns ~CDTB) Please compie#e all fields and place N1A where appiioable. (ChieflSheriff Name} Title} ~ChieflSheriff Email} ~ChieflSheriff Direct Phone} t r" ~ 1. A~'E C~ ~1t ~ '!~c Ye r• ,; c : ~ . o r - ~ ~ ~ 7 ~ 7~ Custody Facility Manager Name) Title} ~Cust~y Fac. Mgr Email Custody Fac. Mgr Direct Phone} (Name of Agency as you want it to appear an the manual} M ~~~,~~ ~~~~~ - ~ ~R M~~ Agency Street Address} City} tState} {Zip Code} County} Custody Street Address ~- !f different} City} (State} Zip Code} County} ~6illing Address if different from above} City} State} Zip Code} ~~ (Agency Phone} Fax} Email} Risk Mana ement Grou !Insurance Pool Accreditatio A enc ~No. of Authorized Sworn Officers} tlf Custody - No. of Beds} Agency Fiscal Year End} Agency VYebsite} ~PoliGy Primary user full Name} Title} Policy Primary User Phone} Policy Primary User Email} ~co tt ~1~ ~ n~n`' "?~ ~~$~' ~ LIB ~• 3~ ~l ~ ~, n~ ~ ~ ~~ i ~n ~ ~ ~~/ ~ ~' Custody Primary user full Name} Title} Custody Primary User Phone} ~Cust~y Primary User Email} Policy Unique User ID number for system access; 2-5 digits i.e. (badge number, employee number} a~ Custody Unique User ID number for system access; 2-5 digits i.e. badge number, employee number} Th_,e su~scriptian agreement is„aut_ horized and anurov„~; {Name of Authorized Signer} (Title} Email, Authorize Signer} Phone, Authorized Signer) ~. Y ~ ~~ Authorize Agency Sign ure Date ~ ~ ~~ . ~~ Please r a!1 four {4) pages via fax, email or send to: Fax: ~ ~ 9 84-4443 - Finail: canfracts _,lexi~ol,cam Send: Lexipo! LLG, 6 B Uberty, Surre 200, Aliso Viejo, Ga 92656 Copyri9M 2010 ~ Lexipol. LLC 1992010 ~~~ ~~i~ ~~~~~ V12.15.10 4