HomeMy Public PortalAboutLexipol_Subscription_Agreement_-_Key_Biscayne_Fire_Rescue_-_22April2021DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86
DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86
11 ff LEXIPOL
AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL
Agency's Name:
Agency's Address:
Attention:
Lexipol's Address:
Prepared By:
Effective Date:
Key Biscayne Fire Rescue
560 Crandon Blvd
Key Biscayne, Florida 33149
Chief Eric Lang
2611 Internet Boulevard, Suite 100
Frisco, Texas 75034
Terri MacDonald
(to be completed by Lexipol upon receipt of signed Agreement)
The Agreement for Use of Subscription Material is between Lexipol, LLC, a Delaware limited liability
company ("Lexipol"), and the Agency identified above. The Agreement consists of (a) this cover sheet;
(b)Exhibit A (Subscriptions Being Purchased and Subscription Fees) attached to this cover sheet, (c)
Exhibit B (General Terms and Conditions) attached to this cover sheet, and (d) Exhibit C (Scope of
Services) attached to this cover sheet. Capitalized terms that are used in Exhibit A and not defined
therein shall have the respective meanings given to them in Exhibit B.
Key Biscayne Fire Rescue
Signature:
Print Name:
Title:
Date Signed:
Lexipol
Signature:
Print Name: Van Holland
Title: Chief Financial Officer
Date Signed:
Copy1i\)ht 2020@ l_exipol f�ev 6/28/2018
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Eric Lang
4/29/2021
Fire Chief
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EXHIBIT B
GENERAL TERMS AND CONDITIONS
1.Definitions. For purposes of this Agreement, each of the following terms will have the meaning
indicated in this Section:
1.1 Agency's Account. "Agency's Account' means the account by which Agency
accesses the Subscription Materials.
1.2 Agreement. "Agreement' means (a) the cover sheet to which these General Terms
and Conditions are attached, (b) Exhibit A (Subscriptions and Services Being Purchased and Related
Fees) attached to that cover sheet, (c) these General Terms and Conditions, and (d) Exhibit C (Scope of
Services).
1.3 Initial Term/Contract Year. "Initial Term" means the twelve-month period commencing
on the Effective Date and "Contract Year'' means each twelve-month period commencing on each
anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below.
1.4 Derivative Work. "Derivative Work" means a work that is based on the Subscription
Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion,
or any other form in which the Subscription Material or any portion thereof may be recast, transformed,
or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that
incorporates any portion of the Subscription Material. Further, "Derivative Work" includes any work
considered a "derivative work" under United States copyright law.
1.5 Effective Date. "Effective Date" means the date specified on the cover sheet to which
these General Terms and Conditions are attached.
1.6 Subscription Materials. "Subscription Materials" means the policy manuals,
supplemental policy publications, daily training bulletins and other materials provided by Lexipol to
Agency from time to time during the term of this Agreement under the subscriptions purchased by
Agency as specified in Exhibit A.
2.Term and Termination.
2.1 Term. 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 Initial Term; provided,
however, that the term of this Agreement will be extended for successive one-year periods thereafter
(each a Contract Year) upon mutual agreement of Agency and Lexipol. Notwithstanding the foregoing,
however, this Agreement will be subject to termination as provided in Section 2.2 below.
2.2 Termination. This Agreement may be terminated by either party, effective
immediately, (a) 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; or (b) in the event that the other party makes an assignment
for the benefit of creditors or commences or has commenced against it any proceeding
in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction.
2.3 Effect of Expiration or Termination. Upon the expiration or termination of this
Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit
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Subscription Material or any Derivative Work prepared by or for Agency into or onto any third party
knowledge, document, or other content management system or service without Lexipol's prior written
consent. The foregoing does not, however, prohibit or restrict Agency from providing Subscription Material
or Derivative Works prepared by or for Agency pursuant to an order from a court or other governmental
agency or other legal process, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA)
request, including pursuant to C hapter 119 ("Public Records") of the Florida Statues, nor does it prohibit
or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible
website for official Agency purposes, so long as Agency includes the appropriate copyright and other
proprietary notices on such final policy document as required by Section 4 above.
6.Account Security. Agency is solely responsible for maintaining the confidentiality of Agency's
user name(s) and password(s) and the security of Agency's Account. Agency will not permit access to
Agency's Account, or use of Agency's user name(s) and/or password(s) by any person or entity other than
authorized Agency personnel. Agency will immediately notify Lexipol in writing if Agency becomes aware
that any person or entity other than authorized Agency personnel has used Agency's Account or Agency's
user name(s) and/or password(s).
7.Privacy Policy. Lexipol will hold all information Agency provides in confidence unless required to
provide information in accordance with an order from a court or other governmental agency or other legal
process such as a Freedom of Information Act (FOIA) request, Public Records Act (PRA) request, or
pursuant to C hapter 119 ("Public Records") of the Florida Statues. Lexipol will use commercially
reasonable efforts to ensure the security of information provided by Agency. Lexipol's system also uses
Secure Socket Layer (SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts
information as it travels between the Agency and Lexipol. However, Agency acknowledges and agrees
that Internet data transmission is not always 100% secure and Lexi pol does not warrant or guaranty that
information Agency transmits utilizing the Lexipol system or online platform is 100% secure.
Agency acknowledges that Lexipol may provide view-only access and summary information (including but
not limited to, status of number of policies developed or in development, percentage of staff reviews of
developed policies, and percentage of DTBs taken) to the Agency's affiliated Risk Management Authority,
Insurance Pool or Group, or Sponsoring Association, if they are actively funding their member Agencies'
Subscription Fees.
8.Policy Adoption. Agency hereby acknowledges and agrees that any and all policies and Daily
Training Bulletins (DTBs) included in the Subscription Material provided by Lexipol have been individually
reviewed, customized and adopted by Agency for use by Agency. Agency further acknowledges and
agrees that neither Lexipol nor any of its agents, employees or representatives shall be considered
"policy makers" in any legal or other sense and that the chief executive of Agency will, for all purposes, be
considered the "policy maker" with regard to each and every such policy and OTB.
9.Disclaimer of Liability. Agency acknowledges and agrees that Lexipol its officers, agents,
managers, and employees will have no liability to Agency or any other person or entity arising from or
related to the Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in
reliance on, any of the Subscription Materials.
10.Limitation o f Liability. Lexipol's cumulative liability to Agency and any other person or entity for
any loss o r damages resulting from any claims, demands, or actions arising out of or relating to this
Agreement or the use of any Subscription Materials shall not exceed $100,000.00. In no event shall
Lexipol be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits,
even if Lexipol has been advised of the possibility of such damages. The limitations set forth in this
Section shall apply whether Agency's claim is based on breach of contract, tort, strict liability, product
liability or any other theory or cause of action.
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11.Non-Transferability. The subscriptions and rights to use the Subscription Material granted by
this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to any
other person or entity.
12.Confidentiality. From time to time during the term of this Agreement, either party may be
required to disclose information to the other party that is marked "confidential" or the like, or that is of such
a type that the confidentiality thereof is reasonably apparent ("Confidential Information"). The receiving
party will: (a) limit disclosure of any Confidential Information of the other party to the receiving party's
directors, officers, employees, agents and other representatives (collectively "Representatives") who have
a need to know such Confidential Information in connection with the business relationship between the
parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the
confidential nature of the Confidential Information and of the obligations set forth in this Agreement and
require such Representatives to keep the Confidential Information confidential and to use it only as
permitted by this Agreement; (c) keep all Confidential Information confidential by using a reasonable
degree of care, but not less than the degree of care used by it in safeguarding its own confidential
information; and (d) not disclose any Confidential Information received by it to any third party (except as
otherwise provided for herein). Notwithstanding the foregoing, however, a party may disclose Confidential
Information of the other party pursuant to any governmental, judicial, or administrative order, subpoena,
discovery request, regulatory request, or Freedom of Information Act (FOIA) request, or Public Records
Act (PRA) request, or similar method, including pursuant to Chapter 119 ("Public Records") of the
Florida Statues, provided that the party proposing to make any such disclosure will promptly notify, to the
extent practicable, the other party in writing of such demand for disclosure so that the other party may, at
its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy
to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any
breach of this Section by any of such party's Representatives.
Miscellaneous.
13.1 Governing Law. This Agreement shall be construed in accordance w�h. and governed by, the laws of
the State of Florida, without giving effect to any choice of law doctrine that would cause the law of any
other jurisdiction to apply. In the event that either party brings any action against the other under this
Agreement, the parties agree that jurisdiction for such action shall be vested exclusively in the state or, if
applicable, federal courts of Miami-D ade County, Florida.
13.2 Entire Agreement. This Agreement embodies the entire agreement and understanding
of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and
understandings with respect to the subject matter hereof, including without limitation any and all
agreements and understandings pertaining to the use of the Subscription Materials by Agency. 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.
13.3 Headings. The captions and other headings contained in this Agreement are for
convenience only and shall not be considered a part of or affect the construction and interpretation of any
provision of this Agreement.
13.4 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.
13.5 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.
13.6 Attorneys' Fees. If any action is brought by either party to this Agreement against the
other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition
to any other relief granted, reasonable attorneys' fees and expenses of litigation.
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DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86
DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86
DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86
DocuSign Envelope ID: D5EFA579-5164-4A92-B994-F2012745BD86