Lexipol Terms and Conditions
Last Updated: August 1, 2026
These Lexipol Terms and Conditions contain two separate sections:
- Service Terms and Conditions govern an Agency’s purchase of and access to Lexipol Services when these terms are incorporated by reference into an Order Document or other written agreement with Lexipol.
- Website Terms of Use govern use of the publicly available Lexipol website at https://www.lexipol.com and its publicly accessible pages.
The Service Terms and Conditions do not govern a visitor’s use of the public website unless the visitor or its organization has entered into an Order Document for Services. The Website Terms of Use do not grant access to, or rights in, any Lexipol Services.
Part I — Service Terms and Conditions
- Application; Incorporation by ReferenceThese Service Terms and Conditions (the “Service Terms”) govern the rights and obligations of Lexipol, LLC (“Lexipol”) and the Agency identified in an Order Document that incorporates these Service Terms by reference. Lexipol and Agency are each a “Party” and collectively, the “Parties.”“Order Document” means a purchase order, order form, statement of work, cover sheet, pricing exhibit, or other written ordering document that: (a) identifies the Services to be provided to Agency; and (b) expressly incorporates these Service Terms by reference to this webpage or otherwise identifies these Service Terms. The Order Document and these Service Terms together are the “Agreement.”
By issuing, signing, accepting, or otherwise authorizing an Order Document that incorporates these Service Terms, Agency agrees to the Agreement on its own behalf and on behalf of its Authorized Users. Authorized Users may access and use the Services only through Agency’s rights under the Agreement.
If an Order Document includes special contractual terms that expressly state that they override these Service Terms (“Custom Agreement Terms”), the Custom Agreement Terms will control only to the extent of a direct conflict. All other terms and conditions included in or attached to an Agency purchase order, vendor portal, acknowledgment, or similar document are rejected and will have no force or effect unless signed by an authorized representative of Lexipol and expressly identified as Custom Agreement Terms.
- Definitions
- 2.1 “Agency” means the department, agency, office, organization, company, or other entity identified as the customer in the applicable Order Document.
- 2.2 “Agency Data” means all data, information, and content provided by or on behalf of Agency or its Authorized Users in connection with the Services, including information used to identify Authorized Users, confirm departmental information, or otherwise receive the Services.
- 2.3 “Authorized User” means an individual employee, contractor, or other personnel of Agency whom Agency authorizes to access and use the Services on Agency’s behalf.
- 2.4 “Lexipol Content” means all content in any format, including written content, images, videos, data, information, software, multimedia, and other materials provided by Lexipol or its licensors through the Services.
- 2.5 “Online Services” means all services offered by Lexipol and its partners, affiliates, and licensors through online, internet-based platforms that require account-based access. Online Services include, without limitation, Lexipol’s Policy, Training, Reports, Wellness, and Grants Management services.
- 2.6 “Professional Services” means those Services that are not part of Lexipol’s Online Services and that require the direct professional expertise of Lexipol personnel or contractors, including implementation or technical support for Online Services, accreditation consulting, grant writing, and projects requiring regular input from Lexipol’s subject matter experts. Professional Services may also be referred to as “One-Time” Services in Lexipol’s pricing sheets and service descriptions.
- 2.7 “Services” means the products and services identified in the applicable Order Document, including Online Services, software subscriptions, content licensing, Professional Services, and ancillary support services offered by Lexipol or its affiliates.
- 2.8 “Sponsor Organization” means a governmental or quasi-governmental risk pool, joint powers authority, intergovernmental risk-sharing organization, or similar entity that provides risk management, insurance, claims administration, training, accreditation, policy, loss-control, financial sponsorship, or related services to Agency.
- Orders, Fees, and Taxes
- 3.1 Order Documents. Each Order Document is subject to the Agreement. The Services, fees, service period, and any applicable payment terms will be as stated in the applicable Order Document.
- 3.2 Fees and Payment. Agency will pay the fees stated in the applicable Order Document in accordance with the payment terms in that Order Document. Unless otherwise stated in the applicable Order Document, Lexipol may invoice Agency at the commencement of the applicable service period, and Agency must pay each undisputed invoice within thirty (30) calendar days after receipt. Agency is responsible for reasonable third-party fees incurred when paying electronically.
- 3.3 Taxes. Fees do not include taxes. Agency is responsible for all sales, use, excise, value-added, and similar taxes arising from its receipt of the Services, excluding taxes based on Lexipol’s net income. If Agency claims a tax exemption, Agency must provide Lexipol with a valid exemption certificate before the applicable tax is due.
- 3.4 Suspension for Nonpayment. Lexipol may suspend Agency’s access to the Services for undisputed amounts that remain unpaid more than thirty (30) days after Lexipol gives Agency written notice of nonpayment, provided Lexipol will restore access promptly after Agency pays all past-due undisputed amounts.
- Access, Accounts, and Authorized Users
- 4.1 Access Right. Subject to Agency’s compliance with the Agreement, Lexipol grants Agency and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable service period to access and use the Services and Lexipol Content solely for Agency’s internal business and governmental purposes.
- 4.2 Account Management. Access to the Services is personal to Agency and its Authorized Users. Agency will not assign, transfer, share, or provide access to the Services to any third party without Lexipol’s prior written consent. Agency is responsible for maintaining the confidentiality and security of its accounts, usernames, and passwords and for all activity that occurs through them. Agency will promptly notify Lexipol if it becomes aware of any actual or suspected unauthorized access to or use of an account, username, password, or the Services.
- 4.3 Authorized Users. Agency is responsible for its Authorized Users’ compliance with the Agreement. Any act or omission by an Authorized User that would constitute a breach of the Agreement if committed by Agency will be deemed a breach by Agency.
- 4.4 Protective Suspension. Lexipol may suspend or restrict access to all or part of the Services as reasonably necessary to protect the Services, Lexipol Content, Agency Data, other customers, or third parties; to address an actual or suspected breach of the Agreement or security incident; or to comply with applicable law.
- Agency Data
- 5.1 Permitted Use. Lexipol may use Agency Data to provide, maintain, secure, support, administer, and improve the Services; retain records in the regular course of business; and comply with applicable legal obligations.
- 5.2 Sharing Within Services and with Sponsor Organizations. Agency acknowledges and agrees that Lexipol may: (a) share Agency Data among and between the Services, including across different Lexipol products, modules, and offerings, to enable provisioning, administration, support, analytics, reporting, interoperability, and product improvements; and (b) disclose Agency Data to Agency’s Sponsor Organization(s), if applicable, and their administrators, brokers, consultants, and service providers, solely to support Agency’s participation in risk management, training, accreditation, policy, loss-control, claims, or related programs and for reporting and benchmarking purposes for those programs, in each case to the extent permitted by applicable law.
- 5.3 Security. Lexipol will use commercially reasonable efforts to protect Agency Data, including technical and organizational measures designed to protect Agency Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure. Lexipol will implement and maintain a written information security program reasonably designed to protect Agency Data and appropriate to the nature of the Services and the Agency Data processed by Lexipol.
- 5.4 Security Incidents. Lexipol will notify Agency without undue delay after confirming any unauthorized access to or acquisition of Agency Data in Lexipol’s possession or control, as required by applicable law.
- Intellectual Property; Use of Content
- 6.1 Ownership. The Services and all Lexipol Content are proprietary and, where applicable, protected under U.S. copyright, trademark, patent, and other applicable laws. Except for the limited rights expressly granted in the Agreement, Lexipol and its licensors retain all right, title, and interest in and to the Services and Lexipol Content. No implied licenses are granted.
- 6.2 Permitted Use of Lexipol Content. Agency may incorporate Lexipol Content into Agency’s own policies and materials for Agency’s internal business and governmental purposes. Agency may not otherwise share, upload, distribute, sell, license, or commercialize Lexipol Content with or for any private, for-profit, or commercial third party.
- 6.3 Modified Content; Agency Policies. Lexipol is not responsible for Agency’s reliance on or use of modified or derivative forms of Lexipol Content, including any revision, abridgment, condensation, expansion, compilation, recasting, transformation, adaptation, or modification of Lexipol Content from its original form. Before use and final publication, Agency will review and adopt its own policies and daily training bulletins (“DTBs”). Agency, and not Lexipol, is the policy maker with respect to each Agency policy and DTB.
- 6.4 Restrictions on Third-Party Platforms, Including AI. Agency will not upload, input, transmit, or otherwise provide any Lexipol Content, including policy content, training materials, wellness materials, drafts, DTBs, templates, or other materials that incorporate or are derived from Lexipol Content, to any third-party website, application, platform, or service, including a generative AI or machine-learning model, tool, or service, except: (a) as expressly permitted by the Agreement or separately in writing by Lexipol; or (b) as required to publish Agency’s final adopted policies for Agency’s internal governmental use or public posting in the ordinary course, provided that the posting does not disclose Lexipol Confidential Information or trade secrets beyond what is embodied in Agency’s final adopted policies.
- 6.5 Prohibited AI and Third-Party Uses. Without limiting Section 6.4, Agency will not use a third-party platform in a manner that: (a) trains, fine-tunes, or improves a third party’s models using Lexipol Content; (b) makes Lexipol Content available to other customers or users of that third-party platform; or (c) enables extraction of Lexipol Content except as part of Agency’s final adopted policies. This Section does not prohibit Agency from using generally available document storage, email, or collaboration platforms solely for internal operations, provided that Agency does not authorize those platforms to train or improve models using Lexipol Content and limits access to Authorized Users.
- Confidentiality
- 7.1 Confidential Information. Each Party may disclose to the other information that reasonably should be understood to be confidential, including Agency Data and Lexipol Content (“Confidential Information”). The receiving Party will: (a) use the disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under the Agreement; (b) protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature; (c) disclose Confidential Information only to its personnel, contractors, and professional advisors who have a need to know the information and are bound by confidentiality obligations at least as protective as those in the Agreement; and (d) not disclose Confidential Information to any other third party except with the disclosing Party’s prior written consent.
- 7.2 Exclusions. Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes publicly available through no breach of the Agreement; (b) was lawfully known to the receiving Party without restriction before disclosure by the disclosing Party; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to the disclosing Party’s Confidential Information.
- 7.3 Compelled Disclosure. Nothing in the Agreement limits Agency’s disclosure authority under a valid governmental, judicial, or administrative order, subpoena, regulatory request, Freedom of Information Act request, Public Records Act request, or equivalent legal requirement. To the extent legally permitted and practicable, Agency will notify Lexipol before disclosing Lexipol’s Confidential Information to allow Lexipol to seek a protective order or other appropriate remedy. Agency will disclose only the portion of Lexipol’s Confidential Information required by the applicable legal requirement.
- Warranties
- 8.1 Limited Warranties. Lexipol warrants that: (a) the Services will materially conform to the applicable description of Services during the applicable service period; and (b) Professional Services, if any, will be performed in a professional and workmanlike manner.
- 8.2 Exclusive Remedy. Agency’s sole and exclusive remedy, and Lexipol’s entire liability, for breach of the warranties in Section 8.1 will be for Lexipol to reperform the nonconforming Services or, if Lexipol cannot do so within a reasonable time, to terminate the affected Services and refund the prepaid, unused fees allocable to the terminated portion.
- 8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND LEXIPOL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
- Indemnification
- 9.1 Lexipol Indemnity. Lexipol will indemnify, defend, and hold harmless Agency from and against any third-party claim to the extent alleging that the Services, as provided by Lexipol and used by Agency as permitted under the Agreement, infringe or misappropriate that third party’s intellectual property rights. Lexipol will pay damages, judgments, settlements approved by Lexipol, and reasonable attorneys’ fees awarded by a court or included in a settlement approved by Lexipol.
- 9.2 Exclusions. Lexipol has no obligation under Section 9.1 to the extent a claim arises from: (a) Agency Data; (b) modifications not made by Lexipol; (c) use of the Services in combination with items not provided by Lexipol, if the claim would have been avoided but for that combination; or (d) use of the Services other than as permitted by the Agreement.
- 9.3 Procedure. Agency must: (a) promptly notify Lexipol in writing of an indemnified claim; (b) allow Lexipol to control the defense and settlement of the claim; and (c) reasonably cooperate with Lexipol in the defense. Lexipol will not settle a claim in a manner that imposes an admission of fault or an ongoing payment obligation on Agency without Agency’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
- Limitation of Liability
- 10.1 Liability Cap. To the maximum extent permitted by applicable law, each Party’s cumulative liability arising out of or relating to the Agreement will not exceed the aggregate fees paid or payable by Agency to Lexipol under the applicable Order Document during the twelve (12) months immediately preceding the event giving rise to liability.
- 10.2 Excluded Damages. To the maximum extent permitted by applicable law, neither Party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, revenue, business opportunities, or goodwill, arising out of or relating to the Agreement, even if advised of the possibility of those damages.
- 10.3 Payment Obligations. Nothing in this Section 10 limits Agency’s obligation to pay amounts properly due and owing under the Agreement.
- Term; Suspension; Termination
- 11.1 Service Period. The term of each Order Document begins on the effective date or service start date stated in that Order Document and continues for the service period stated in that Order Document. If an Order Document provides for renewal, renewal will occur only as stated in that Order Document.
- 11.2 Termination for Cause. Either Party may terminate an affected Order Document if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Lexipol may terminate or suspend access to the Services immediately upon written notice if Agency’s use of the Services infringes or misappropriates Lexipol’s or a third party’s intellectual property rights, threatens the security or operation of the Services, or violates applicable law.
- 11.3 Effect of Termination. On expiration or termination of an Order Document, Agency and its Authorized Users must stop accessing and using the affected Services and Lexipol Content, except that Agency may retain and use policies and other materials previously incorporated into Agency’s final adopted policies or internal materials as permitted by Section 6.2. Expiration or termination does not affect accrued rights or obligations, including Agency’s obligation to pay all fees properly due for Services provided before the effective date of expiration or termination.
- 11.4 Survival. Sections 3.2, 5, 6, 7, 8.2, 8.3, 9, 10, 11.3, 11.4, and 12 survive expiration or termination of the Agreement.
- General Terms
- 12.1 Changes to Service Terms. Lexipol may update these Service Terms from time to time by posting an updated version at this webpage and revising the “Last Updated” date. An update will apply to an Order Document entered into after the updated Service Terms are posted. For an Order Document already in effect, the version of the Service Terms in effect when the Order Document was entered into will continue to apply for the remainder of that Order Document’s then-current service period, unless: (a) the Parties agree otherwise in writing; (b) the update is required to comply with applicable law; or (c) the update does not materially diminish Agency’s rights or materially increase Agency’s obligations under the Agreement. Lexipol will provide notice of a material update applicable to an existing Order Document through the Services, by email, or by another reasonable method.
- 12.2 Entire Agreement. The Agreement embodies the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, promises, and statements concerning that subject matter. No amendment, modification, or supplement to the Agreement is binding unless made in writing and signed by authorized representatives of both Parties, except as expressly permitted under Section 12.1.
- 12.3 Interpretation. The Agreement will be construed fairly and not for or against either Party based on authorship.
- 12.4 Severability. Each provision of the Agreement is distinct and severable. If a provision or portion of a provision is held invalid or unenforceable, the remaining provisions remain in effect, and the applicable authority should give effect to the Parties’ intent to the maximum extent permitted by law.
- 12.5 Compliance with Law; Governing Law; Venue. Each Party will comply with applicable laws, rules, regulations, and orders relating to its obligations under the Agreement. The Agreement is governed by the laws of the state in which Agency is located, without giving effect to a choice-of-law doctrine that would cause the law of another jurisdiction to apply. To the extent permitted by applicable law, the state and federal courts located in the state in which Agency is located will have exclusive jurisdiction over any action arising out of or relating to the Agreement, and each Party irrevocably submits to the personal jurisdiction of those courts for that purpose.
- 12.6 Assignment. Neither Party may assign the Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to a successor in interest in connection with a merger, acquisition, consolidation, or sale of substantially all of the assigning Party’s assets, if the assignee assumes the Agreement.
- 12.7 Waiver. A Party’s failure or delay in exercising a right or remedy under the Agreement will not constitute a waiver of that right or remedy.
- 12.8 Notices. Notices under the Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested and postage prepaid), or email to the notice address or email address identified in the applicable Order Document. A notice is deemed received: (a) on delivery, if delivered personally; (b) one (1) business day after deposit with an overnight courier; (c) three (3) business days after mailing by certified or registered mail; or (d) when sent by email, if the sender does not receive an automated notice of delivery failure and the recipient acknowledges receipt or responds to the email.