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Luxer as a Service Scope

  1.   SCOPE OF WORK
  1.  Luxer One or its agents (“Vendor” or “Luxer One”) shall connect the Luxer One system  (the “System”) to the building supplied network, configure the System to accept packages, demonstrate the working System to on-site staff and train the building staff on how to use and maintain the System.
  1.   SALES ORDER TERMS
  1.  By signing this Sales Order, the parties agree to the terms and conditions set forth in this Sales Order and in the currently numbered Sections 1 – 4, 6, 9 – 17, 19, and 20 of Luxer One’s Terms of Service located at https://luxerone.com/terms-of-service. In the event of a conflict between the terms and provisions of this Sales Order and the terms and provisions of Luxer One’s Terms of Service, the terms and provisions of the Sales Order will prevail with respect to such conflicting matters.
  2.  All orders are non-cancellable and non-refundable. Service Fee applies to all credit card purchases. A twelve percent (12%), or the maximum amount permitted by applicable law (whichever is lower), finance charge applies to past due invoices or an amount legally authorized in the state in which the lockers reside. 
  3.  Vendor’s right to install, operate and maintain the Equipment within Locker Area shall be exclusive until the expiration of the term, or earlier termination of this Agreement. In addition, Client shall not grant any other license, permit, or lease to any other equipment operator to install electronic lockers in the Locker Area while this Agreement remains in effect. 
  1.   GENERAL
  1.  The parties agree that any disputes arising between them in connection with this Agreement shall be determined by binding arbitration. The arbitration shall be conducted by one arbitrator in accordance with the Federal Arbitration Act (9 U.S.C. §§ 1-16 [“FAA”]). Judgment upon the arbitration award may be entered in any court having jurisdiction. The arbitrator shall apply California substantive law in rendering his or her decision on the merits of any controversy or dispute.
  2.  Client shall retain all right, title, and interest in and to all of Client’s logos, promotional graphics and related marketing designs (collectively, the “Owner Art”). Client agrees that Vendor may use Client Art, and/or Client’s corporate and/or trade name, solely for purposes of fulfilling its obligations hereunder, for listing Owner as a customer on Vendor’s website, and in Vendor’s proposals to current and prospective clients. For any other use of Client Art, and/or Client’s corporate and/or trade name, Vendor shall submit to Client a request in writing, including by electronic mail, describing in detail the manner and extent to which Vendor intends to use the Client Art, and shall supply to Client any information related thereto as Client may reasonably request.  Client may consent to Vendor’s use of any use of Client Art in the exercise of Client’s sole and absolute discretion.  Any such consent shall be in writing.
  1.   HARDWARE TERMS
  1.   OWNERSHIP
  1.  Luxer One owns and retains title to all equipment.
  1.   DISCLAIMERS; WARRANTIES
  1.  Vendor warrants the equipment and Vendor’s System will be free of material manufacturer defects for  the term of this agreement Such warranty excludes damage caused by vandalism or adverse climate conditions. Vendor further warrants to Client that the equipment shall operate substantially in accordance with the specifications provided by Vendor. Unless expressly set forth in this Agreement, Vendor makes no warranty, express or implied, with respect to any matter, and expressly disclaims the implied warranties or conditions of non-infringement, merchantability, and fitness for any particular purpose. Vendor does not warrant the results of the use of the equipment, including resident and carrier utilization, and Client assumes all risk and responsibility with respect thereto. 
  2.  Unless explicitly stated in the Sales Order, lockers will not have a regulatory marking on them such as CE, TUV or UL.  Should regulatory marking be required, please discuss options with your sales representative to ensure post-installation fees do not need to be assessed to achieve compliance.
  3.  Damage caused by vandalism, excessive wear and tear, harsh cleaning solvents or adverse weather conditions are not covered by the warranty.
  4.  Refrigerators are covered by True Refrigerators manufacturer’s warranty (https://www.truemfg.com/Support/Warranty-Support). Please make sure to comply with the manufacturer’s recommended maintenance.  It is recommended that any repairs be made by a licensed True technician.
  5.  Vendor will provide all service requirements needed by this system at no additional cost to Client, aside from the required service feeds, with the exception of service needs that arise from any items listed in 4.2.6
  6.  The following events are not covered by the warranty or service fees: (i) repair of damage arising from the act, error, fault, neglect, misuse, improper operation or omission of the Client or its employees, customers, agents, contractors or invitees or any person whether or not that person is under the control or direction or authority of the Client; (ii) repair of damage arising from changes, alterations, additions modifications or re-installation of any part of the System by a person other than Luxer One or its authorized agents; (iii) repair of damage caused by incorrect power supply, failure of electrical power, loss of internet connection; (iv) repair of damage caused by the operation of the System other than in accordance with the specifications or otherwise than in accordance with the direction, instruction or recommendations of Luxer One or its personnel; (v) Repair of damage caused by any circumstances beyond Luxer One’s reasonable control
  1.   CUSTOMER SUPPORT AND SOFTWARE LICENSE  TERMS
  1.   DISCLAIMERS
  1.  Client should note that in using the System and equipment, sensitive information might travel through third party infrastructures which are not under the Vendor’s control (such as third-party servers). Vendor makes no warranty with respect to the security of such third party infrastructures.
  1.   SERVICE
  1.  The Term of this agreement will start on the first delivery to the lockers or thirty (30) days after the system is delivered, whichever comes first.
  2.  As long as the Client’s account has no past due invoices for Software and Support license fees, the system will receive all applicable software upgrades.
  3.  Service fees are subject to a maximum 5% annual increase following the initial term Luxer One will not charge for synchronization of resident lists from supported 3rd party software platforms. Client may need to pay the 3rd Party systems directly if an export of resident data is not provided by the 3rd party free of charge.
  1.   RESIDENT DATA
  1.  Client and Vendor will comply with applicable privacy and data protection laws regarding the collection, processing and use of Personal Data in connection with its role as described in the Agreement.
  2.  Client will review Luxer One’s Privacy Policy at https://www.luxerone.com/privacy-policy for more information regarding the ways in which Luxer One collects, uses, and shares this information and other information relating to Client and its customers.
  1.   INDEMNIFICATION
  1.  Each Party agrees to indemnify and hold the other Party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, in connection with third party claims arising out of the breach of the representations, warranties and covenants made by such indemnifying Party herein, or out of such indemnifying Party’s negligence or willful misconduct. Luxer One further agrees to indemnify Client from and against any third party claims that Luxer One’s Platform, when used by Client solely as authorized in accordance with this Agreement, infringes on the intellectual property rights of the third-party.
  1.   MISCELLANEOUS
  1.  If Luxer One collects any additional fees (not in section 5.5) upon Client’s request such as service fees, usage fees, late fees, or other, fifty percent (50%) of all revenue received will be distributed to the Client on a quarterly basis. Luxer One will retain the other fifty percent (50%) to cover expenses.
  2.  If lockers are running on Luxer One provided cellular, use of the lockers with the provided cellular connection is priced in accordance with the intended and typical usage of the system. Luxer One reserves the right to assess additional fees for additional data usage that may incur from unauthorized use.
  3.  If Client is providing internet access, Luxer One will not be responsible for any issues caused by an internet outage. Should a technician need to be deployed to support an internet connectivity issue, standard technician fees may apply.
  4.  Luxer One is authorized to offer upgrades and other features through the platform that may be monetized by Luxer One and will not impact the operations and management of the products listed in the Order Specifications section of this contract and will comply with all applicable laws and regulations.
  1.   TERM
  1.  The term of this Agreement will be for 3 years or as specified in the ORDER SPECIFICATIONS, whichever is longer.  At the end of such term (and each renewal term thereafter, if any), this Agreement will automatically renew for an additional one (1) year term, unless either Party provides the other Party with notice of nonrenewal at least thirty (30) days prior to the end of the then-current term.
  2.  In the event of any termination of this Agreement: (a) Client will remain liable for any amounts due under this Agreement prior to termination.  If the termination is before the 3 year agreement, the Client is liable for the full term of the agreement which is immediately due upon cancellation; (b) Client will remain liable for any amounts due during the duration of the agreed upon contract length; (c) Vendor will return to Client all Client Confidential Information in its possession.  
  3.  The provisions of this Agreement shall be binding to the Client and any successor to the Client who acquires all or substantially all of the Clients assets.
  4.  Upon expiration of this agreement, or for reason by default of payment to Vendor from Client, Should Vendor need to remove the equipment,. Client will be responsible for all repairs to the building after equipment is removed. If removal is caused by the default of payment to Vendor from Client, a removal fee of $500 per tower, plus associated shipping charges will be due to Vendor from Client
  1.   PAYMENT TERMS
  1.  All service charges will be billed to Client monthly.  Payment terms are net 30.
  2.  All pricing and terms of this Agreement shall remain confidential between the Client and Vendor.
  1.   PAYMENT INSTRUCTIONS to be provided and agreed upon with AP department of Client and AR department of Vendor