Subscriber enters this Software as a Service Agreement (“Agreement”) for the benefit of Retirement Depot, LLC, a Nevada limited liability company offering UGRU CRM for Financial Advisors as a software package in part or in whole, as of the date of acceptance of Trial Period or otherwise acceptance through online acknowledgement or approval (“Effective Date”) via


WHEREAS, Subscriber is contracting with Service Provider for third-party hosted “software as a service” (the “Services,” as further described herein) with respect to certain of its information technology needs;

WHEREAS, Service Provider has agreed to provide the Services to Subscriber, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

1. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to Subscriber certain hosted software and provide all other services necessary for productive use of such software including customization/integration, user identification and password change management, data import/export, monitoring, technical support, maintenance, training, backup and recovery, and change management (the “Services“) as further set forth on Exhibit A (sequentially numbered) in the form of the Exhibit A attached hereto or in other statements of services containing substantially similar information and identified as Exhibit A. The Agreement shall remain in effect unless terminated as provided for herein.

1.1 Authorized Users; Authorized Uses. Unless otherwise limited on Exhibit A, Service Provider grants Subscriber a renewable, irrevocable (unless terminated as provided for herein), nonexclusive and worldwide right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an “Authorized User”) to access and use the Services. Other than those limitations expressly described in Exhibit A, Authorized Users will have no other limitations on their access or use of the Services.

1.2 Changes in Number of Authorized Users. The Services are provided on a tiered basis, such tiers as further described in Exhibit A. Subscriber agrees to license the initial number of Authorized Users described in such Exhibit A (the “Minimum Commitment“). Subscriber is entitled to increase or decrease the number of Authorized Users on an as-requested basis; provided, however, that Subscriber shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should Subscriber elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users to the corresponding tier described in the Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from Subscriber’s written request.

1.3 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of Subscriber. Except as otherwise specified in Exhibit A, the Services (including data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein.

1.3.1 Subcontractors. Service Provider may assign or transfer some of its rights and obligations under this Agreement. Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

1.4 Storage. The Services shall include the applicable allocation of base data storage described in Exhibit A. Service Provider shall notify Subscriber when Subscriber has reached eighty percent (80%) of Subscriber’s then-current data storage maximum. Within five (5) calendar days of Subscriber’s request, Service Provider shall make additional data storage available to Subscriber at the rates described in Exhibit A.

1.5 Documentation. The documentation for the Services (the “Documentation”) will describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. Subscriber shall have the right to make any number of additional copies of the Documentation at no additional charge.

1.6 Changes in Functionality. Where Service Provider has reduced or eliminated functionality in the Services, Subscriber, at Subscriber’s sole election and determination, shall have the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees.

2. Support; Maintenance; Additional Services.

2.1 Technical Support. Service Provider shall provide the Technical Support described in Exhibit A. The Services Fees shall be inclusive of the fees for the Technical Support.

2.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the two prior versions of Mozilla Firefox and Google Chrome Internet browsers. Because of Internet Explorer deficiencies, we recommend not using this browser for our software. The Services Fees shall be inclusive of the fees for maintenance.

2.3 Customization / Integration Services. Service Provider shall provide the Customization / Integration Services, if any, described in Exhibit A.

2.4 Training Services. Service Provider shall provide the Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Training Services.

3. Audit Rights of Service Provider. Service Provider shall have the right to request from Subscriber its certification of compliance with the permitted number of Authorized Users for Exhibit A. Where the actual number of users exceeds the permitted number of Authorized Users, Subscriber, at Subscriber’s sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users at the rate specified in the Exhibit A so as to be in compliance with the permitted number of Authorized Users.

4. Change Control Procedure. Subscriber may, upon written notice, request changes to the scope of the Services, if any described, under Exhibit A. If Subscriber requests an increase in the scope, Subscriber shall notify Service Provider, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify Subscriber whether or not the change has an associated cost impact. If Subscriber approves, Subscriber shall issue a change control, which will be executed by the Service Provider. Subscriber shall have the right to decrease the scope and the associated fees for Exhibit A will be reduced accordingly.

5. Term and Termination; Renewals.

5.1 Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement or Exhibit A is terminated earlier in accordance with the terms set forth herein, the term of Exhibit A (the “Initial Term“) shall commence on the Start Date and continue until the End Date. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, Exhibit A shall automatically renew for successive one (1) month terms (each, a “Renewal Term“) until such time as a party provides the other party with written notice of termination; provided, however, that: (a) such notice be given no fewer than thirty (30) calendar days prior to the last day of the then-current term; and, (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term.

5.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement or Exhibit A for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non breaching party may terminate this Agreement or Exhibit A for cause as of a date specified in such notice.

5.3 Payments upon Termination. Upon the termination of this Agreement or Exhibit A, Subscriber shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to Subscriber all amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any.

5.4 Renewals. Should the Services continue beyond the then-current Term, the Services Fees for the Renewal Term shall be charged at the then-current rates charged by Service Provider for similar Services.

6. Trial Period. Subscriber can cancel Services at any time during the 14 Days Free Trial Period (the “Trial Period”). After the Trial Period Subscriber can cancel Services, however, all fees and charges incurred shall be nonrefundable. The fees will be charged to the credit card designated during the subscription payment process for, or subsequently designated to [] at the start of the subscription period and at the start of each renewal period, unless terminated before the relevant period begins. Subscriber agrees to pay or have paid all fees and charges incurred in connection with the Services at the rates in effect when the charges were incurred. All fees and charges incurred in connection with the user name and password will be billed to the credit card designated during the registration process for Subscriber also shall be responsible for any fees or charges incurred to access Services through an Internet access provider or other third party service.

6.1 Credit Cards. As a condition to Subscriber’s right to use the Services during the Trial Period, Subscriber shall provide a valid credit card number belonging to Subscriber. In the event that Subscriber cancels the credit card or it is otherwise terminated, Subscriber shall immediately provide a new valid credit card number. Subscriber authorizes Service Provider, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Subscriber does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Subscriber shall be in violation of this Agreement, and Service Provider may terminate this Agreement. Subscriber hereby represents, warrants and authorizes Service Provider to bill the credit card account in the manner, for the amounts and for the period of time indicated by Service Provider at the time Subscriber creates its [] account or anytime thereafter.

6.2 Trial Offers. The free trial offer is only for new accounts and it is not available to existing Subscribers. Service Provider reserves the right to discontinue or modify the free trial offer. Free trial terms may vary by promotional offer. At the end of the Trial Period Subscriber shall be automatically subscribed and Service Provider shall bill the credit card for the fees to the Service plan selected at registration or to a default Service plan for trial subscribers. If Subscriber wishes to terminate the trial and do not wish to subscribe to a plan, Subscriber must cancel before the expiration of the Trial Period. For cancellation instructions, log in to here.

7. Transition Services. Service Provider shall have no obligation to assist in any transition of the Services. Notwithstanding the foregoing, Service Provider may offer such services at fixed or hourly fees based upon then-current rates charged by Service Provider to unrelated third-parties. Fees; Billing. Subscriber shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement and such Exhibit A. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable ten (10) business days after receipt by Subscriber of an invoice from Service Provider.

7.1 Billing Procedures. Unless otherwise provided for under Exhibit A, Service Provider shall bill to Subscriber the sums due pursuant to this agreement by Service Provider’s invoice, which shall contain:

7.1a Subscriber’s purchase order number, if any, and Service Provider’s invoice number;

7.1b description of Services for which an amount is due;

7.1c the fees or portion thereof that are due;

7.1d taxes, if any;

7.1e any Performance Credits or other credits;

7.1f total amount due.

7.2 Record Retention. Service Provider shall maintain accurate records of all fees billable to, and payments made by Subscriber for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement.

7.3 Billing Reviews by Third-Parties. For purposes of determining the competitiveness and appropriateness of fees charged to Subscriber by Service Provider, Subscriber is entitled to disclose to a third-party this Agreement, Exhibit A, and any other data pertaining to fees paid or payable by Subscriber to Service Provider.

7.4 No Suspension of Services. Service Provider shall not suspend any part of the Services where any unpaid but undisputed amount due to Service Provider is less than thirty (30) days in arrears. Suspension of the Services shall not release Subscriber of its payment obligations under this Agreement.

8. Refund Policy.

8.1 Refund for termination of cause. Whereas the Subscription is terminated by Subscriber in accordance with Section 5.2 (Termination for Cause) we, the Service Provider will refund the Subscriber any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by the Service Provider in accordance with Section 5.2, the subscriber will refund any unpaid fees covering the remainder of the subscription term.

8.2 Refund for service changes. Whereas if functionality of Service changes in accordance with section 1.6, the Service Provider will refund any prepaid fees for the remainder subscription term within 5 to 7 business days.

9. Subscriber Data.

9.1 Ownership. Subscriber’s data (“Subscriber Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) Subscriber’s data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Subscriber Data is and shall remain the sole and exclusive property of Subscriber and all right, title, and interest in the same is reserved by Subscriber. This Section shall survive the termination of this Agreement.

9.2 Service Provider Use of Subscriber Data. Service Provider is provided a limited license to Subscriber Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Subscriber Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Subscriber Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Subscriber Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, the applicable Exhibit A, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Subscriber Data for Service Provider’s own purposes or for the benefit of anyone other than Subscriber without Subscriber’s prior written consent. This Section shall survive the termination of this Agreement.

9.3 Backup and Recovery of Subscriber Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Subscriber Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of Subscriber Data that can be recovered within two (2) hours at any point in time. Additionally, Service Provider shall store a backup of Subscriber Data in an off-site facility no less than weekly, maintaining the security of Subscriber Data, the security requirements of which are further described herein. Any backups of Subscriber Data shall not be considered in calculating storage used by Subscriber.

9.4 Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Subscriber Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of Subscriber Data, Service Provider shall, as applicable: (a) notify Subscriber as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Subscriber in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Subscriber; (c) in the case of PII, at Subscriber’s sole election, notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence.

10. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

10.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, Subscriber Data shall be deemed to be Confidential Information.

10.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

10.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

10.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of Subscriber, at the sole election of Subscriber, the immediate termination, without liability to Subscriber, of this Agreement or any Exhibit A corresponding to the breach or threatened breach.

11. Data Privacy and Information Security. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Subscriber Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Subscriber Data; (c) protect against unauthorized disclosure, access to, or use of the Subscriber Data; (d) ensure the proper disposal of Subscriber Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program be less stringent than the safeguards used by Subscriber.

12. Proprietary Rights.

12.1 Pre-existing Materials. Subscriber acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

12.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials. The provisions of this Section shall survive the termination of this Agreement.

13. Indemnification; Limitation of Liability; Insurance. The provisions of this Section shall survive the termination of this Agreement.

13.1 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that Subscriber is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for Subscriber the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by Subscriber; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to Subscriber any prepaid fees and the full cost associated with any Transition Services.


14. General.

14.1 Relationship between Subscriber and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for Subscriber or in any way to bind or to commit Subscriber to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Subscriber. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Subscriber. In recognition of Service Provider’s status as an independent contractor, Subscriber shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. Subscriber shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Subscriber.

14.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the State of Nevada in all questions and controversies arising out of this Agreement.

14.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

14.4 Compliance with Laws; Subscriber Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with Subscriber policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

14.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will cooperate with any Subscriber supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to Subscriber, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

14.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party.

14.7 Advertising and Publicity. Service Provider shall not refer to Subscriber directly or indirectly in any advertisement, news release, or publication without prior written approval from Subscriber.

14.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

14.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

14.10 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Subscriber and Service Provider as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

14.11 Cumulative Remedies. All rights and remedies of Subscriber herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.