HomeMy WebLinkAboutC2021-043 - LPI Senior Space
(800) 950-9952 | p: (262) 785-1188 | a: 2875 S James Drive, New Berlin, WI 53151 | www.4lpi.com/seniors
Senior Space Software Service Agreement
This Senior Space Software Service Agreement (this “Agreement”), is by and between LPi, a Michigan corporation
(“Provider”) and Fountain Hills Community Center located at 13001 N La Montana Dr Fountain Hills, Arizona
85268-8306 (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or
individually as a “Party.” The Parties agree as follows:
1. Definitions.
(a) “Services” means the software service offering described in Exhibits A and B.
(b) “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who
are authorized by Customer to access and use the Services under the rights granted to Customer pursuant
to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
(c) “Authorized Use” means Authorized Users may only use the Services for the purposes of the
administration of the Customers member management requirements.
(d) “Customer Data” means information, data, and other content, in any form or medium, which is
submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through
the Services.
(e) “Provider IP” means the Services, any documentation provided for the Services, and any and all
intellectual property provided to Customer or any Authorized User in connection with the foregoing. For
the avoidance of doubt, Provider IP does not include Customer Data.
2. Customer Rights and Responsibilities.
(a) Right to Use. Subject to terms and conditions of this Agreement, Provider hereby grants
Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely
for use by Authorized Users in accordance with the terms and conditions herein. Such Authorized Use is
limited to Customer’s internal use. Customer shall not use the Services in any manner or for any purpose
that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any
person, or that violates any applicable law.
(b) Customer Responsibilities. Customer is responsible and liable for all uses of the Services
resulting from access provided by Customer, directly or indirectly, whether such access or use is
permitted by or in violation of this Agreement. Without limiting the generality of the foregoing,
Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an
Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a
breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized
Users aware of this Agreement’s provisions as applicable to such Authorized User's use of the Services,
and shall cause Authorized Users to comply with such provisions.
(c) Customer Systems. Customer is responsible for obtaining and maintaining all computer
hardware, software, and communications equipment and services on or through which the Services are
accessed or used, including that the Customer shall purchase from Provider the hardware described in
Exhibit A.
3. Service Levels and Support.
2
(a) Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use
commercially reasonable efforts to make the Services available in accordance with the service levels set
out in Exhibit B.
(a) Support. The access rights granted hereunder entitles Customer to the support services described
in Exhibit B.
4. Fees and Payment.
(a) Fees. Customer shall pay Provider subscription fees (“Fees”) as set forth in Exhibit A without
offset or deduction. Customer shall make all payments hereunder in US dollars annually on or before the
due date set forth in Exhibit A.
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of
taxes and similar assessments. Customer is responsible for payment of all applicable taxes.
5. Confidential Information. From time to time, either Party may disclose or make available to the other
Party information about its business affairs, products, confidential intellectual property, trade secrets, third-
party confidential information, and other sensitive or proprietary information that is marked, designated or
otherwise identified as “confidential” (collectively, “Confidential Information”). The receiving Party shall
not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving
Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise
its rights or perform its obligations hereunder. On the expiration or termination of the Agreement, the
receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or
other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify
in writing to the disclosing Party that such Confidential Information has been destroyed.
6. Intellectual Property Ownership.
a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all
right, title, and interest, including all intellectual property rights, in and to the Provider IP.
b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all
right, title, and interest, including all intellectual property rights, in and to the Customer Data.
Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce,
distribute, and otherwise use and display the Customer Data and perform all acts with respect to the
Customer Data as may be necessary for Provider to provide the Services to Customer.
7. Limited Warranty and Warranty Disclaimer.
Provider warrants that the Services will conform in all material respects to the service levels set forth in
Exhibit B when accessed and used in accordance with the applicable documentation. Provider does not
make any representations or guarantees regarding uptime or availability of the Services unless specifically
identified in Exhibit B. The remedies set forth in Exhibit B under the Satisfaction Guarantee section are
Customer’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section.
8. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN
CONNENCTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY IN AN
AMOUNT IN EXCESS OF THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS
AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE
CLAIM OF LIABILITY.
9. Term and Termination.
3
a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier
pursuant to this Agreement’s express provisions in Exhibit B under the Satisfaction Guarantee
section, will continue in effect until three years from such date (the “Subscription Period”). This
Agreement will automatically renew for additional successive one-year Subscription Periods unless
earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other
Party written notice of non-renewal at least six (6) months prior to the expiration of the then-current
Subscription Period.
b) Termination. Provider may terminate this Agreement, effective on written notice to Customer, if
Customer breaches any of its obligations under Section 6. Upon expiration or earlier termination of
this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting
Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the
Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed.
No expiration or termination will affect Customer's obligation to pay all Fees that may have become
due before such expiration or termination, or entitle Customer to any refund.
c) Survival. This Section 9(c) and Sections 1, 4, 5, 6, 7, 8, and 10 survive any termination or expiration
of this Agreement. No other provisions of this Agreement survive the expiration or earlier
termination of this Agreement.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by
reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to
the subject matter of this Agreement and supersedes all prior and contemporaneous understandings,
agreements, and representations and warranties, both written and oral, with respect to such subject
matter.
(b) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is
effective unless it is in writing and signed by an authorized representative of each Party.
(c) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in
accordance with the internal laws of the State of Wisconsin, excluding its conflict of law rules. Any
claim arising out of this Agreement may be litigated exclusively in the federal or state courts located in
the county of Waukesha, Wisconsin, and each Party irrevocably submits to the jurisdiction of such courts
in any such suit, action, or proceeding.
The Parties have executed this Agreement as of the Signature Date.
LPi Fountain Hills Community Center
Signature:_______________________
Printed Name: Matt Brown
Title: BDM
Signature: ____________________________________
Printed Name: ________________________________
Title: ________________________________________
Date: 2/22/21 Date: ________________________________________
Signature:
Email:
Grady E. Miller (Apr 5, 2021 16:58 PDT)
Grady E. Miller
Town Manager
gmiller@fh.az.gov
04/05/2021
Grady E. Miller
Elizabeth A. Burke (Apr 8, 2021 17:58 PDT)
Elizabeth A. Burke 04/08/2021
4
EXHIBIT A
Senior Space Subscription
Senior Space Services with advertising: $1,200/Year
The Senior Space service will provide the customer the ability to manage memberships by scheduling your center
programs, managing your site space, and handle all of your member registrations and check-ins. The Services
include robust reporting features to track all center activity. The subscription price is augmented by
our ability to place advertising in the form of member portal banner ads, full screen ads on the touchscreen kiosks
when dormant, and poster ad on floor stand.
Senior Space Services without advertising: $2,400/Year
The Senior Space service will provide the customer the ability to manage memberships by scheduling your
center programs, managing your site space, and handle all of your member registrations and check-ins. The
Services include robust reporting features to track all center activity.
Meals Module: Add $400/Year for ad supported. $800/ Year for non-ad supported.
Transportation Module: Add $400/Year for ad supported. $800/ Year for non-ad supported.
Meals and Transportation Module: Add $600/Year for ad supported. $1,200/ Year for non-ad
supported.
Summary
Hardware Quantity List price Extended Amount
Senior Space Subscription 1 $3600 $3240 per Year
(10% discount)
Floor stand model 1 $0 customer declined
Desktop model 0 $0 customer declined
Touch screen monitor,
keyboard and mouse
1 $0
customer declined
Bar code reader 1 $0 customer declined
Barcoded key cards 0 $0 customer declined
Barcoded key fobs 500 $0 customer declined
Additional key cards 0 $0 customer declined
Additional key fobs 0 $0 customer declined
Subscription Payments:
$3240 Annually: Subscription fee invoiced in full immediately after customer has begun to use the
software in a live environment. Recurring subscription fees invoiced annually on anniversary of initial
live date.
x
5
EXHIBIT B
SERVICE LEVELS AND SUPPORT
Service Levels
Provider will make commercially reasonable efforts to make the Services operational and available to
customers 24 hours per day, 7 days per week, except for scheduled maintenance and upgrades, and
excluding API interruptions or third-party system interruptions. Provider shall provide at least 24 hours’
advance notice to Customer on scheduled maintenance in excess of 30 minutes. Notice will be delivered via
electronic means including via the Services.
Updates
Provider shall maintain the Services and provide all patches and fixes to the Services at no additional cost.
Normal Maintenance shall be provided outside standard business hours. Emergency Maintenance shall be
provided as needed.
Support
Telephone support shall be provided on normal business days between 7:00am CST and 6:00 pm CST.
Security
Data Protection. Provider shall implement reasonable safeguards to prevent unauthorized access to, use of,
or disclosure of the Customer Data. We are committed to keeping your member information confidential.
We do not sell, rent, or lease our client’s lists to third parties, and we will not provide your personal
information to any third-party individual, government agency, or company at any time unless compelled to
do so by law.
Statistical Information. Provider may anonymously compile statistical information related to the
performance of the Service for purposes of improving the Service, but only if such information does not
identify the data as Customer’s or otherwise include Customer’s name.
Satisfaction Guarantee
If customer is dissatisfied with The Services under this Service Agreement, Customer will give Provider
written notice of the cause of the dissatisfaction and allow provider 30 days to cure the problem. If after that
30-day period, Customer remains dissatisfied, Customer may terminate the Contract and receive a refund for
any advance payments for the Service. If the cancellation occurs within the first three years of the
agreement, then the Customer must return the Kiosk and all other hardware to provider at customer’s
expense.