UGRU Financial CRM Statement of Services

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EXHIBIT A

Statement of Services

This Exhibit A - Service Provider’s Software as a Service Statement of Services shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between (“Subscriber“) and UGRU (“Service Provider”) dated as of the acceptance of the “Trial Period” or otherwise accepted through online acknowledgement or approval (“Effective Date”), as amended (the “Agreement”). Unless expressly provided for in this Exhibit A, in the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in this Exhibit A shall prevail.

Services Description

Please see Tools

Start Date and End Date. Start date of services shall begin according to the preamble of this document. Training services shall be provided on an ongoing basis, dates and times of which are available by calendar. Any subsequent services such as customization or integration services shall be provided post service start date and will begin upon agreement of both parties.

Authorized Users and Services Fees Billing will be monthly beginning on the first day of each month and will be prorated for start date billing as well as service stop date. This agreement is scalable and elastic, the pricing of which follows per component and per package levels per user:

Please see Pricing

Storage and Thresholds/Fees Initial data usage and storage fees are built into the monthly pricing per user and is limited to 10GB per user. However, for those that exceed 10GB per user will be charged an additional fee as follows:

Please see Pricing - Ea. Additional 10 GB is $14.99 per/mo.

Regular Email Usage Fees Initial email usage and fees are built into the monthly pricing per user and is limited to 5GB per user. However, for those that exceed 5GB per user will be charged an additional fee as follows:

Please see Pricing - Ea. Additional 1 GB is $1.50 per mo. per group

Mass Email Usage Fees These are emails that are sent directly from the CRM i.e. “Email Wizard”, “Client File”, “Birthday Calendar” etc... Initial email usage and fees are built into the monthly pricing per user and is limited to 25,000 emails per “Group”/per month. However, for those that exceed 25,000 emails per “Group”/per month will be charged an additional fee as follows:

Please see Pricing - Ea. Additional 1,000 outbound emails is $0.20. NOTE: This will not be billed directly from UGRU CRM for Financial Advisors. Rather, you will be billed by Elastic Mail. Alternatively, if you already own your SMTP relay service, it may be utilized in our system. For this please contact technicalsupport@ugru.com

Technical Support Description Service Provider will provide to Subscriber telephone and email support (“Technical Support”) twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year. Technical Support will include any research and resolution activity performed by Service Provider.

a) Request for Technical Support. Authorized Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service web portal. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor.

b) Problem Severity Levels 1 and 2 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; (c) provide a hourly report to the requestor of the steps taken and to be taken to resolve the request, the progress to correct, and the estimated time of correction until the request is resolved; and, (d) every forty eight (48) hours, provide increasing levels of technical expertise and Service Provider management involvement in finding a solution to the request until it has been resolved.

c) Problem Severity Levels 3 and 4 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request.

Technical Support Problem Severity Levels

a) Problem Severity Level 1.

1) Description. This Problem Severity Level is associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorized exposure of all or part of Subscriber Data; or, (c) loss or corruption of all or part of Subscriber Data.

2) Request Response Time. 30 minutes.

3) Request Resolution Time. 2 hours.

b) Problem Severity Level 2.

1) Description. This Problem Severity Level is associated with significant and/or ongoing interruption of an Authorized User’s use of a critical function (as determined by the Authorized User) of the Services and for which no acceptable (as determined by the Authorized User) work-around is available.

2) Request Response Time. 1 hour.

3) Request Resolution Time. 4 hours.

c) Problem Severity Level 3.

1) Description. This Problem Severity Level is associated with: (a) minor and/or limited interruption of an Authorized User’s use of a non-critical function (as determined by the Authorized User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2.

2) Request Response Time. 8 hours.

3) Request Resolution Time. 24 hours.

d) Problem Severity Level 4.

1) Description. This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3.

2) Request Response Time. 8 hours.

3) Request Resolution Time. 48 hours.

Customization/Integration Services We have an available developer API you can find on our site. We are available for custom work at the rate $150/hr.

Training Services

Please see “Training Schedule” under “Support” tab on www.ugru.com

Service Levels.

a) Availability Service Level.

1) Definitions.

(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use.

(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)].

(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.

2) Service Level Standard. Services will be available to Authorized Users for normal use 100% of the Scheduled Uptime.

3) Calculation. (Actual Uptime/Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)

4) Performance Credit.

(a) Where Percentage Uptime is greater than 99.98%, no Performance Credit will be due to Subscriber.

(b) Where Percentage Uptime is equal to or less than 99.98%, Subscriber shall be due a Performance Credit in the amount of 10% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime.

5) Example Calculation.

(a) Assuming reporting month is February 2012 (41,760 minutes).

(b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes).

(c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).

(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000/40,800) *100 = 98.04%.

(e) The threshold of 99.99% less the Percentage Uptime of 98.04% = 1.95%.

(f) The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, Subscriber is due 10% of the Services Fees as a Performance Credit.

b) Services Response Time Service Level.

1) Definition(s).

(a) “Response Time” shall mean the interval of time from when an Authorized User requests, via the Services, a Transaction to when visual confirmation of Transaction completion is received by the Authorized User. For example, Response Time includes the period of time representing the point at which an Authorized User enters and submits data to the Services and the Services display a message to the Authorized User that the data has been saved.

(b) “Total Transactions” shall mean the total of Transactions occurring in the reporting month.

(c) “Transaction” or “Transactions” shall mean Services web page loads, Services web page displays, and Authorized User Services requests.

2) Service Level Standard. Transactions will have a Response Time of 1 second or less 100% of the time each reporting month during the periods for which the Services are available.

3) Calculation. ((Total Transactions – Total Transactions failing Standard) / Total Transactions) * 100 = Percentage Response Time (as calculated by rounding to the second decimal point).

4) Performance Credit.

(a) Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to Subscriber.

(b) Where Percentage Response Time is equal to or less than 95.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Response Time.

5) Example Calculation.

(a) Total Transactions during the reporting month equal 42,078.

(b) Total Transactions failing the Standard of 100% equal 2,163.

(d) The threshold of 95.01% less the Percentage Response Time of 94.86% = .15%. The difference is less than a 1% reduction; therefore, Subscriber is not due a Performance Credit.

c) Technical Support Problem Response Service Level.

1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.

2) Service Level Standard. Problems shall be confirmed as received by Service Provider 100% of the time each reporting month, in accordance with the Request Response Time associated with the Problem Severity Level.

3) Calculation. ((Total Problems – Total Problems failing Standard)/Total Problems) * 100 = Percentage Problem Response (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.

4) Performance Credit.

(a) Problem Severity Level 1 – 2.

(1) Where Percentage Problem Response is greater than 99.00%, no Performance Credit will be due to Subscriber.

(2) Where Percentage Problem Response is equal to or less than 99.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response.

(b) Problem Severity Level 3 – 4.

(1) Where Percentage Problem Response is greater than 90.00%, no Performance Credit will be due to Subscriber.

(2) Where Percentage Problem Response is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of .5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response.

5) Example Calculation (Using Problem Severity Level 1 – 2).

(a) Total Problems during the reporting month equal 68.

(b) Total Problems failing the Standard of 100% equal 3.

(d) The threshold of 99.01% less the Percentage Problem Response of 95.59% = 3.42%. The difference is greater than a 3% reduction but is less than a 4% reduction; therefore, Subscriber is due 3% of the Services Fees as a Performance Credit.

d) Technical Support Problem Resolution Service Level.

1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.

2) Service Level Standard. Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level.

3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.

4) Performance Credit.

(a) Problem Severity Level 1 – 2.

(1) Where Percentage Problem Resolution is greater than 99.00%, no Performance Credit will be due to Subscriber.

(2) Where Percentage Problem Resolution is equal to or less than 99.00%, Subscriber shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution.

(b) Problem Severity Level 3 – 4.

(1) Where Percentage Problem Resolution is greater than 90.00%, no Performance Credit will be due to Subscriber.

(2) Where Percentage Problem Resolution is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution.

5) Example Calculation (Using Problem Severity Level 3 – 4).

(a) Total Problems during the reporting month equal 17.

(b) Total Problems failing the Standard of 100% equal 2.

(d) The threshold of 90.01% less the Percentage Problem Resolution of 88.24% = 1.77%. The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, Subscriber is due 1% of the Services Fees as a Performance Credit.

e) Subscriber Satisfaction Survey Service Level. On an annual basis, Subscriber and Service Provider shall each agree on the structure of the Subscriber satisfaction survey, including question format, question composition, number of questions, response scale (such as Likert), and method of surveying (such as telephonic). Unless otherwise agreed to in writing by Subscriber, all Authorized Users shall be solicited by Service Provide to participate in the Subscriber satisfaction survey.

1) Definition. “Total Responses” shall mean the total responses from Authorized Users to the annual Subscriber satisfaction survey.

2) Service Level Standard. Authorized Users as identified by Subscriber and as surveyed on an annual basis, shall be completely (100%) satisfied with the Services.

3) Calculation. ((Total Responses – Total Responses failing Standard) / Total Responses) * 100 = Percentage Subscriber Satisfaction (as calculated by rounding to the second decimal point).

4) Performance Credit.

(a) Where Percentage Subscriber Satisfaction is greater than 90.00%, no Performance Credit will be due to Subscriber.

(b) Where Percentage Subscriber Satisfaction is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Subscriber Satisfaction.

5) Example Calculation.

(a) Total Responses for the annual satisfaction survey equal 1,277.

(b) Total Responses failing the Standard of 100% equal 40.

(d) The Percentage Subscriber Satisfaction of 96.86% exceeds the threshold of 90.01%; therefore, Subscriber is not due a Performance Credit.

Executed as of the acceptance of the “Trial Period” or otherwise accepted through online acknowledgement or approval (“Effective Date”), as amended (the “Agreement”) by authorized representative of Subscriber and Service Provider to be effective as of the Start Date.