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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.