ILIFECONCIERGE BY FRIENDSHIP VILLAGE
MEMBER SERVICES AGREEMENT
This Member Services Agreement (this “Agreement”), dated as of _______, 20___ (the “Effective Date”), is entered into by and between ________________________, (“Member”) and iLifeConcierge, Inc., d/b/a SeniorConcierge a Missouri corporation (“Organization” and together with Member, the “Parties”, and each a “Party”).
WHEREAS, Organization was created for the purpose of facilitating and arranging for various home services that can be accessed through a live concierge or a social platform for senior adults that assist them with remaining social and independent;
WHEREAS, Organization utilizes a software application (“App”) by which individuals (“Members”) may obtain a membership to access the App or live personal concierge and take advantage of Organization service offerings;
WHEREAS, Member desires to enjoy the benefits of the App and the other Membership Benefits provided by Organization;
WHEREAS, In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Member and Organization agree as follows:
- Membership Services and Benefits.
1.1 Membership Benefits. Membership provides access to the exclusive benefits outlined in Attachment A, Membership Benefits. Membership Benefits are personal to Member and are non-transferable. Basic services provided as part of the Membership Benefits include use of a Personal Concierge acting on behalf of Organization to facilitate and coordinate Vendors to provide Home Management and Personal Administration Services (“Home Services”), as described in Attachment A.
1.2 Use of Vendors. As part of the Membership Benefits, a Personal Concierge will coordinate the provision of Home Services by third-party vendors, consultants, contractors, or other service providers (“Vendors”), which have been approved by Organization. From time to time, Home Services may be provided by a representative or employee of Organization rather than by a third-party Vendor. In such cases, Member is still responsible for payment of the time and costs associated with the provision of Home Services as if such services were provided by a third-party Vendor.
1.3 Membership Fees. Member agrees and understands that the Monthly Membership Fee for Membership Benefits only includes the time and efforts for Personal Concierge coordination with Vendors and access to the App, but such Membership Fees do not include the actual cost of Home Services to be provided by Vendor. Member agrees and understands that the provision of Home Services by Vendor will be subject to additional fees and costs as may be charged by Vendor. Member agrees and understands that any additional fees, costs, or expenses charged by a Vendor are the sole responsibility of Member but will be billed by and paid through Organization rather than to Vendor directly and in accordance with the terms of this Agreement. Member agrees to pay for additional charges associated with Vendors pursuant to the terms of this Agreement. - Member Requirements.
2.1 Eligibility. Member represents and warrant that Member meets the minimum age requirement of 62 years to be eligible for membership. Acceptance of Member for membership is at the sole discretion of Organization.
2.2 Cooperation. Member agrees to cooperate with Organization and any Vendor as reasonably necessary to facilitate the provision of services. Member shall provide accurate information, timely decisions, and any approvals required for the performance of Services.
2.3 Conduct. Member agrees to conduct themself in a professional and respectful manner when interacting with Organization staff, contractors, and other members. Member shall refrain from any behavior that is harassing, abusive, discriminatory, or otherwise disruptive to the performance of services. Unacceptable conduct includes, without limitation, the use of profane, threatening, harassing, discriminatory, or otherwise abusive language or behavior. Any behavior deemed inappropriate or disruptive, in Organization’s sole discretion, may result in suspension or termination of membership. In such event, Member shall remain responsible for payment of all fees and costs incurred up to the date of termination.
2.4 Member Responsibility. Member acknowledges and agrees that certain benefits or services under this Agreement require access to, and use of, the App and Member is and shall be responsible for obtaining and maintaining access to the App, including but not limited to, procuring third party supplied software, hardware, and online connectivity, and otherwise having access to the Apple App Store or Google Play via mobile or tablet device (collectively, the “Access Requirements”). As between Organization and Member, Member is solely responsible for fulfilling the Access Requirements. Organization has no obligation to procure, provide, support, or ensure availability of any hardware, software, or online connectivity for or on behalf of Member, except as and to the extent made available by Organization in the ordinary course of business (e.g. Wi-Fi connectivity). Member acknowledges and agrees that Member’s failure to obtain or maintain the Access Requirements will prevent Member from accessing certain paid-for features or services and Member releases Organization, its affiliates, officers, employees, and agents from any and all liability, claims, or expenses due or relating to any loss of service, loss of data, loss of membership benefits or other detriment to Member resulting from or relating to any failure by Member to maintain the Access Requirements. Under no circumstances is Member entitled to any refund or reimbursement of fees for failure of Member to access and use the App, whether attributable to Member or any third party. - Fees & Payments.
3.1 Monthly Billing for Basic Membership. Memberships are automatically billed on a monthly basis in advance of the month in which services are to be provided. If Member signs-up in the middle of a billing cycle, Member will be responsible to immediately pay a pro-rated amount for the remainder of the initial calendar month. Member authorizes Organization to automatically charge recurring monthly fees to the payment method on file unless Member provides timely notice of cancellation.
3.2 Vendor Estimates and Quotes. Upon request by Member or Organization, Organization will coordinate with Vendors to obtain estimates and/or quotes for a Vendor’s provision of Home Services under this Agreement. Member acknowledges that Vendor estimates and quotes may include an additional fee to account for Organization’s coordination and referral efforts between Vendor and Member (“Coordination Fee”). Member shall review and approve any such estimate or quote prior to the provision of Home Services by Vendor.
3.3 Vendor Invoicing. Vendor will send an invoice to Organization for the actual cost of Home Services plus any Coordination Fee provided pursuant to this Agreement. Upon receipt of the invoice, Organization will bill Member for the amounts owed to Vendor. Member agrees to pay invoices to Organization within five (5) days of receipt. Member understands that payment shall not be made directly to Vendor and that Member shall pay such fees to Organization. Organization shall thereafter pay Vendor for Home Services provided to Member in the amount of the invoice less the Coordination Fee. Notwithstanding the foregoing, however, Organization’s obligation to pay Vendor is expressly conditioned upon Member’s full payment of the invoice. Organization shall have no obligation to pay Vendor for any amounts unless and until Organization has received full payment from Member for the same. Member remains ultimately and solely responsible for all obligations owed to Vendor as a result of Vendor’s provision of Home Services for Member’s benefit.
3.4 Additional Personal Concierge Services. If your Personal Concierge support exceeds the monthly allotted time specified under the Membership Agreement, additional support may be requested in hourly increments at the rate set forth on Attachment A, Membership Benefits and Services. Fees for additional Personal Concierge services will be billed along with Member’s next monthly Membership payment.
3.5 Fee Adjustment. Organization reserves the right to adjust membership fees for at any time by providing Member with thirty (30) days’ advance notice.
3.6 Late Fees. Payments not received within five (5) days of the due date will incur a late fee of $20 or 1.5% of the unpaid balance, whichever is greater up to the maximum amount authorized by law, for each month or part thereof in which the balance remains unpaid. Payments received shall first be applied to any accrued late fees, then to the oldest outstanding invoice balance. - Term & Termination.
4.1 Term. The term of this Agreement shall be one (1) month from the Effective Date and shall automatically renew for successive one (1) month periods. Member acknowledges that fees for each Renewal Term will be automatically charged or invoiced in accordance with the payment terms of this Agreement.
4.2 Termination Without Cause. Either Party may terminate this Agreement without cause by providing at least thirty (30) days written notice to the other Party.
4.3 Termination For Cause. Organization may terminate this Agreement immediately if Member fails to pay any amount due or otherwise breaches any material term of this Agreement.
4.4 Proration of Fees. In the event that the date of termination, which is 30 days after providing notice, day occurs in the middle of a month billing cycle, Member shall be liable for a pro-rated amount attributable to the days of membership in the month. Member shall not be entitled to proration of Fees on any basis that the App or other Membership Benefits were not actually utilized during any specific days. - Independent Contractors. Organization and Vendors are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between any parties. Any services performed by a Vendor shall be the sole responsibility of that vendor, and Organization shall not be liable for the acts or omissions of any such Vendors who may provide Home Services to Member.
- Notices. All invoices, notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid).
Notice to Organization: iLifeConcierge, Inc.
Attention: Felinna Love
15201 Olive Blvd
Chesterfield, MO 63017
Notice to Member: ______________________________________________________________________________________________________________________________________________________________________________________________________________________ - Severability. The invalidity of any restriction, condition, or other provision of this Agreement, or any part of the same, shall not impair or affect in any way the validity or enforceability of the rest of this Agreement.
- Amendments. No amendment to, or modification of this Agreement is effective unless it is in writing, signed and dated by both Parties, and identified as an amendment to this Agreement.
- Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Assignment. In no event shall Member be permitted to assign any of its rights or obligations under this Agreement. Organization may assign this Agreement without Member’s consent, upon written notice to Member.
- Governing Law. This Agreement will be interpreted according to the laws of the State of Missouri.
- Alternative Dispute Resolution.
12.1 For purposes of this Section, the term “Dispute” includes any dispute, claim, or controversy arising out of or relating to this Agreement, the services provided under it, or the breach, termination, or validity thereof. “Dispute” also includes any such claims involving not only the Parties to this Agreement but may also implicate related claims associated with any Vendors by whom services under this Agreement may be provided to Member, or any other party under this Agreement, whether such claims are asserted directly or derivatively.
12.2 In the event of any Dispute, the Parties shall first attempt in good faith to resolve the Dispute through private mediation. A Party may initiate mediation by providing written notice to the other Party. The mediation shall be conducted in Missouri, before a mutually agreed-upon mediator, and in accordance with the mediation procedures of the American Arbitration Association (“AAA”) or another agreed-upon provider. The parties shall share the mediator’s fees and expenses equally. If the Dispute is not resolved through mediation within thirty (30) days after the mediator is appointed (or such longer period as the parties may agree in writing), then either Party may submit the Dispute to binding arbitration as provided below.
12.3 The Parties hereby agree that any dispute, claim, or controversy of any kind between Vendor and Organization, which cannot be resolved by mutual agreement, arising out of, in connection with, or relating to this Agreement and any amendment hereof will be submitted to and determined by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules. In the event that the AAA is unable or unwilling to arbitrate the dispute, the Parties agree that the dispute shall be arbitrated before a nationally recognized arbitration organization pursuant to its code of conduct The arbitration shall take place in St. Louis County, Missouri, and the arbitrator shall apply the laws of the State of Missouri or federal law, where applicable. It is mutually agreed and stipulated that the Parties will submit three names to each other to attempt to select a qualified and impartial individual who shall act as arbitrator for such claims or disputes. In the event the Parties cannot agree on an arbitrator within fourteen (14) days of exchanging names, the Parties shall submit the matter to AAA for disposition pursuant to AAA Rules. Claims in excess of $100,000, or potentially in excess of that amount where the claim is not specific, shall be heard by a three-member arbitration panel. The same arbitrator selection process shall be used to select the three-member arbitration panel. Regardless of the manner in which the arbitrator(s) is/are chosen, each such individual arbitrator shall be a member of the Missouri Bar with at least fifteen years membership in the legal profession. Any arbitration award made by the arbitrator(s) shall include written findings of fact and conclusions of law. Each Party will bear its own attorney’s fees and costs during the proceeding. Each Party shall also bear one-half the costs, expenses and fees of the arbitrator(s), unless otherwise provided by law or the AAA Rules. The prevailing Party, as determined by the arbitrator(s), shall be entitled to an award of reasonable attorney’s fees and costs. Any judgment upon any award rendered by the arbitrator(s) in that proceeding may be entered and enforced by a court having jurisdiction thereof. This arbitration clause binds all Parties to this Agreement and their employees, officers, agents, successors, and assigns, as applicable. After termination of this Agreement, this arbitration clause shall remain in effect for the resolution of all claims and disputes that are unresolved as of that date. - Attorneys’ Fees and Costs. Except as otherwise expressly provided in this Agreement— including, without limitation, any provisions governing mediation, arbitration, or other alternative dispute resolution procedures—the prevailing party in any action, claim, or proceeding arising out of or relating to this Agreement shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, expert fees, and costs incurred in connection with such action, claim, or proceeding. If any section of this Agreement (including the alternative dispute resolution section) contains its own allocation of fees or costs, that section shall control with respect to matters governed by it, and this prevailing-party provision shall apply only to the extent not inconsistent with such section.
- Survival. Sections 3 (to the extent any payments remain outstanding), 9, and 12 shall survive the termination of this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and effective as of the last date signed below (“Effective Date”).
MEMBER
Signature:_________________
Name:____________________
Date:_____________________
ILIFECONCIERGE, INC.
Signature:________________
Name:___________________
Title:____________________
Date:____________________
MEMBER SERVICES AGREEMENT
ATTACHMENT A
MEMBERSHIP BENEFITS AND SERVICES
Membership Benefits Included for $79/month
- An initial personalized 30-minute assessment call to understand Your unique Services needs and goals
- Personal Concierge time allotted to coordination of Home Management Services and Personal Administration Services, up to 30 minutes per month
- Additional Personal Concierge time may be purchased in hourly increments for an additional cost of $50 per hour
- Exclusive access to SeniorConcierge member events and activities
- Use of SeniorConcierge Mobile App with daily family check-ins and community platform access
Membership does not include the actual cost of services provided by Vendors. Member is responsible for all additional charges related to the actual provision of Home Management Services and Personal Administration Services. Examples of services that may be coordinated by a Personal Concierge include:
Home Management Services - Home organization projects
- Renovation project management
- Seasonal home opening/closing
- Regular home check-ins (systems
monitoring, mail collection, plant care) - Home maintenance services
Personal Administration Services - Medical appointment scheduling
- Transportation arrangements
- Online grocery shopping assistance
- Appointment reminders
- Entertainment and cultural event ticket
purchasing - Restaurant and event reservations
- Bill payment coordination