HomeMy WebLinkAbout000201 Original ContractLexipol LLC
6B Liberty #200
Aliso Viejo, CA 92656
Tel: 949 484 -4444
Fax: 949 4844443
TERMS AND CONDITIONS FOR USE OF SUBSCRIPTION MATERIAL
1. ACCEPTANCE OF TERMS
Lexipol
City of Port Angeles
Record #000201
The services that Lexipol, LLC, a California 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 WEB SITE.
II. DESCRIPTION OF SERVICES
Through Lexipol's Web site, 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 different subscriptions are: 12 month Policy
Development Subscription, 12 month Policy Update Subscription, and 12 month Daily Training Bulletin
Subscription.
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 [choose /be provided] a
password and a user name. Agency is entirely responsible for maintaining the confidentiality of
Agency's password and account. Furthermore, 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 anyone else's account at any time, as Agency's password and user name are for
the purchaser's sole use. Purchasers of premium content through this Web site 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 primary user.
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
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.
VI. PRIVACY POLICY
Lexipol shall keep all information Agency provides confidential and private in accordance with Lexipol's
privacy policy. Because security is important to Lexipol and our users, Lexipol will always make
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 Web site 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 Web site 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 Web site, shall be governed by and construed in accordance with the laws of
the State of Califomia 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 Orange County,
California. This Agreement shall be govemed and interpreted pursuant to the laws of the State of
Califomia, 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 taw 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, attomeys, 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, Lexipol and/or 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.
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
Manual 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 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 by law, 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 LEXIPOL
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 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 15 days preceding the anniversary date.
ti
Agency is purchasing the following Service:
Manual Development Subscription Update Subscription Daily Training Bulletins
Signature
The subscription agreement is authorized and approved by:
Port Angeles Police Department
(Name of Agency as you want it to appear on the manual)
Terry K. Gallagher, Chief of Police
(Name and Title of authorized signer)
January 4, 2008 Washington Cities Insurance Authority
(Date) (Risk Management Group Insurance Pool)
321 East 5th Street
(Street Address)
Port Angeles Clallam Washington 98362
(City) (County) (State) (Zip Code)
321 East 5th Street Port Angeles Washington 98362
(Billing Address) (City) (State) (Zip Code)
(360) 452 -4545 (360) 417 -4556 tgallagher@cityofpa.us
(Phone) (Fax) (Email)
33 (approved) December 31
(Number of Sworn Officers) (Agency Fiscal Year End)
Edward W. Schilke (360) 417 -4925
(Primary user full Name) (Phone)
eschilke @cityofpa.us
(Primary user email address)
217
(Unique User ID number 2 -5 digits i.e. (badge number, employee number)
x I
Date
DTB Aereement Form
Port Angeles Police Department
(Complete Agency or Department Name)
(DTB Administrator's Name for your Agency)
escG,/lke. 0 crey enF Pa- -u.s
(DTB Administrator's e-mail Address)
Lac o) 4/7- 1 /9-2.5
(DTB Administrator's Direct Phone Number)
1360) 4 /52 -2 ,293
(Agency's Main Phone Number)
133
(Total Number of Sworn Officers Deputies)
BILLING INFORMATION
1 $2,700
(Agreed Contract Price, which allows for 12 months of access)
777
(Date Requested to Start DTBs)
Li 2 ioN,A -,v
(Billing Contact Name and e-mail Address)
1 321 CA-Sr r11- S re PO tfati& ces IJA- .1? 3 L21
(Address For Billing)
&O) H1'7- NR io grx /3 4/7 -'19/9 1
(Phone Number Fax Number for Billing)
(Any Special Billing Instructions)
/ER Ks GALLACsHEl2 Cd /0r or goL_/&"
(Name`and Title of Person Authorizifig and Approving Subscription Agreement)
f 1
enc Si gnat S Print i, 1771 -f 41e2. D ate aU o
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Lexipol LLC, 6B Liberty, Suite 200, Aliso Viejo, CA. 92656
(949) 484 -4444, Fax (949) 484 -4443, www.lexiool.com