2015-145-E Sheriff - Lexipol - Agreement for Use of Subscription Material

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DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 XIII. TERMINATION This Agreement is effective upon the execution and delivery of this Agreement by both Lexipol and Agency, and shall continue in effect until the expiration of the second annual subscription term (the "Initial Term"). Notwithstanding the foregoing, however, this Agreement may be terminated by either party, effective immediately, in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default. Agency also acknowledges that this Agreement may be terminated by Lexipol by written notice given to Agency in the event of a default by the NCSA of the payment obligation referred to in the first sentence of Section V above. Upon the expiration or termination of this Agreement, Agency's perpetual license pursuant to Section II(B) with respect to Subscription Material delivered by Lexipol prior to the date of the expiration or termination of this Agreement shall not be affected, but all other rights granted to Agency by this Agreement will automatically terminate. The termination or expiration of this Agreement shall not, however, relieve either party from any obligation or liability that has accrued under this Agreement prior to the date of such termination or expiration. The right to terminate this Agreement pursuant to this Section shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the terminating party shall be entitled at law or in equity. The provisions of Sections II(B) (Grant of Rights; Limitations on Use), Vlll (Indemnification), IX (Copyright), X (Disclaimer of Warranties), XII (Policy Adoption), and XIV(Miscellaneous) shall survive the expiration or termination of this Agreement for any reason whatsoever. XIV. MISCELLANEOUS A. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically agreed to in writing by it. B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. C. Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. D. General Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any person or entity. Copyright 2014©LeApol,LLC 1995-2014 5 V08.06.14