SALESNEXUS SERVICE AGREEMENT

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING USE OF SALESNEXUS’ SOFTWARE AND DATABASE SYSTEMS (COLLECTIVELY, THE “SERVICE”). IF YOU DO NOT HAVE AUTHORITY TO BIND YOUR COMPANY TO THE TERMS HEREIN, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

I. DEFINITIONS

A. “Client Data” means the data of Client delivered to SalesNexus in connection with the use of the Service by Client or its End Users.

B. “End Users” means the employees, agents and representatives authorized by Client to access and use the Service subject to the terms and conditions of the license agreement and terms of use on SalesNexus’ site on the World Wide Web.

C. “Network” means SalesNexus’ web site or sites, web pages, network, systems, products, servers, information, links, data and the Service, Software and Software Programs.

D. “Proprietary Information” means information which at the time of its disclosure to the receiving party is identified as Proprietary by an appropriate stamp, legend or other means and which shall include the terms of this Agreement, non-public information related to the Network, the Software, the Software Programs and the Service, and the Client Data.

E. “Service” means access to the Network by End Users.

F. “Software” shall mean any and all software, individually and collectively, related to or needed to access the Network to use the Service and all related operating instructions, user manuals, training materials and other documentation for use with, or in connection with, the Network and the Service, that SalesNexus may, in its sole discretion, supply to Client or its End Users.

G. Per User Rate shall mean the amount Client agrees to pay SalesNexus for each User Access ID, divided by the number of months in the payment term selected by Client in the online subscription and payment screens on the SalesNexus web site.

H. Chosen Payment Method shall mean either the credit card or checking account (ACH) provided to SalesNexus by Client for making charges per this Agreement.

I. Consulting Services shall mean Instructor Led Training, Database Customization, Report Customization, Template Customization and Programming Services that may be provided by SalesNexus at the request of Client.

II. SERVICE AND LICENSE GRANTS

Service Level. Subject to the terms of this Agreement, SalesNexus will provide the Service Level chosen by Client. Service Level shall include the features and capabilities described in Exhibit A – Service Levels, below.

SalesNexus will provide Client’s Contract Administrator with the number of End User IDs and passwords to access the Service as purchased by Client. Client must notify SalesNexus immediately if any End User’s ID or password is stolen to restrict unauthorized use. Client acknowledges that risk of loss is Client’s responsibility. Client Administrator may create additional user access IDs through the Service. Client agrees that SalesNexus is authorized to charge the Client’s credit card on file for applicable charges associated with Client’s creation of additional user IDs. SalesNexus shall make the Service available to such additional End Users according to the terms and conditions of this Agreement.

SalesNexus grants Client and its End Users a non-exclusive, non-transferable, non-sublicenseable right to access and use the Network, the Software and the Service for the purpose for which it is made available to Client and otherwise in accordance with the terms of this Agreement.

III. BILLING, CREDIT AND PAYMENT

Payment. Upon initiation of service, Client may select a payment term, as detailed in the online order process. Subscription’s Effective Date will be the date that full payment for the chosen term is received by SalesNexus. For Monthly term subscriptions, this agreement will automatically renew each subsequent month on the same day. For Annual term subscriptions, this agreement will automatically renew each subsequent year on the same date. Renewal subscription payments for service are due 7 days prior to date of renewal. Client authorizes SalesNexus to charge or debit Client’s card or account, per Client’s Chosen Payment Method, 10 days prior to the date of renewal, an amount equal to the number of currently active user IDs multiplied by the Per User Rate multiplied by the number of months in the original payment term.

Payment for renewal terms shall be considered past due immediately on the effective date’s anniversary for annual subscriptions and the same day of the month for monthly subscriptions. SalesNexus may assess late fees ($5 per user or 10% of the renewal subscription amount, whichever is greater) and may elect to inactivate Client’s database immediately upon the subscriptions past due status.

Termination. Client may terminate this agreement through written notification to SalesNexus. Termination shall be effective 30 days from the date of receipt of written notice of termination by SalesNexus. In the case of Termination by Client, no subscription or consulting fees shall be returned to client.

Additional User IDs. SalesNexus will charge Client via the Chosen Payment Method the Per User Rate multiplied by the number of unused and prepaid months remaining for the previously existing users for each additional User Access ID added during each Calendar Month. The maximum disk storage space provided to Client for Client Data at no additional charge is a cumulative amount determined from time to time by multiplying the number of End Users by 500 MB. If at any time Client exceeds this limit, SalesNexus will notify Client in writing. Within 30 days, Client must either remove information from the Network to comply with these storage limitations or Client may purchase additional disk storage at the then SalesNexus current rate. The current fee for excess storage is $40 per month for each additional 1 GB of storage. Consulting Services are provided at the Client’s option on as needed basis. Consulting Services shall be charged for separately upon Client’s authorization of such charges. Charges for Consulting Services are non-refundable.

IV. SERVICE CREDITS

Service Credit. In the event that, as a direct result of the SalesNexus actions or inactions, a Software Program is unavailable beyond permitted monthly downtimes, as the sole and exclusive remedy arising from or related to this Agreement, Client shall receive a service credit based upon the Monthly Fee for the affected Software Program and for the affected month as described below. The service credit is a one-time credit for any monthly period for which a Monthly Fee has been paid to SalesNexus. The service credit does not cumulate and does not carry forward. Such service credit shall be deemed to be liquidated damages, and in no event will the total service credit per month for a particular Software Program exceed the percentage of the total Monthly Fee for such Software Program set forth below.

Amount of Credit.

The following service credits shall apply to the Network, Service and Software provided for in this Agreement:

Service Credit

Availability (% of Monthly Fee)
99.5% or greater 0%
>99.0%, but <99.5% 5%
>98.5%, but <99.0% 7.5%
less than 98.5% 10%

Software Programs shall not be deemed unavailable, and shall be deemed available, unless and until a Software Program is incapable of being accessed on SalesNexus site or sites on the World Wide Web for a period of fifteen (15) consecutive minutes. Unavailability in each month for a Software Program shall be calculated as the sum of all periods during such month in which the Software Program was unavailable. In no event will the total service credits for the Service exceed 10% of the Monthly Fee for the affected Software Program in the affected month.

Exceptions. Notwithstanding anything to the contrary set forth herein, SalesNexus will have no liability and no service credit shall be owed or allowed for any unavailability of the Network or the Software Program or Client Data or any failure to provide Service (1) during any period of time that Service may be temporarily interrupted for scheduled upgrades or maintenance, (2) due to causes beyond SalesNexus’s reasonable control including, but not limited to, flood, extreme weather, fire, other natural calamity, acts of governmental agency, war, riot, terrorism, civil unrest, work stoppages, strikes and any other cause beyond SalesNexus reasonable control, or (3) caused, directly or indirectly, by the acts or omissions of Client, End Users or Client’s or End Users’ equipment. In order to receive any of the service credits described in Section IV.B., Client must notify SalesNexus within twenty-four (24) hours from the time Client becomes eligible to receive a service credit under such section. Failure to comply with this requirement will forfeit Client’s right to receive a service credit under Section IV.

Client is eligible for a 100% refund (ROI Guarantee) of all subscription fees if use of SalesNexus has not returned 50% of the amounts invested in SalesNexus in additional profits within the first 12 months of the SalesNexus subscription or if use of SalesNexus has not returned 100% of the amounts invested in SalesNexus in additional profits within the first 24 months of the SalesNexus subscription. Client is not eligible for the ROI Guarantee unless Client is in compliance with all stipulations listed in Exhibit D below.

V. TITLE TO SOFTWARE

Title to the Network, Software and Software Programs and all copies or derivatives thereof remain with SalesNexus. All applicable right to patents, copyrights, trademarks and trade secrets to the Network, Software and Software Programs shall remain the exclusive property of SalesNexus and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to Client or any other person or entity. The Network, Software, Software Programs are protected by various intellectual property laws, including without limitation, domestic and international copyright laws. Title to the Client Data shall at all times remain with Client.

Client grants to SalesNexus a non-exclusive, non-transferable license to use, copy, share, modify and display the Client Data to the extent necessary to provide the Service to Client. SalesNexus represents that it has all rights required to license the Network and the Software and all portions thereof to the Client, all as set forth in this Agreement.

Title to any respective Third Party Software shall at all times remain with the respective owners thereof.

Except as expressly set for in this Agreement, no license of other rights are being granted to the Client or its End Users and all such rights are expressly reserved.

VI. RESTRICTED USES

Restricted Uses and Acts.

Notwithstanding anything to the contrary contained herein, Client and End Users shall not:

Access or use the Network in any manner not expressly permitted by this Agreement, including but not limited to, sub-license, assign, transfer, distribute, sell, rent, or lease the Network, the Software, any Software Program or any Third Party Software.

Access or use the Network, the Software, a Software Program or Client Data in violation of U.S. export or import laws or regulations, or in violation of any applicable laws or regulations including, but not limited to, import, export or re-export (a) from or into (or from or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country that is subject to a U.S. embargo; (b) from or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s lists of Denied Parties or Proliferation Entities; (c) in violation of any other federal rule or regulation; or, (d) in violation of the import or export laws or regulations of the country where Client or an End User is located at the time of such access or use of the Network. Client represents and warrants that it and no End User are located in, under the control of, or a national or resident of any embargoed country or on any such list.

Knowingly interfere with or disrupt the integrity or performance of the Network or the Service or the data contained therein.

Modify, copy or make derivative works of, or based upon, the Network, the Software, a Software Program or any Third Party Software.

Reverse engineer, disassemble, or decompile any of the Network, the Software, a Software Program or a Third Party Software.

Client shall be responsible for any and all actual damages sustained by SalesNexus due to any violations of the above stated restrictions by Client or any of its End Users.

VII. CONFIDENTIALITY

Each party will cause the Proprietary Information of the other party to be treated as strictly confidential and held in trust solely for the use and benefit of the other party. Each party shall not use or knowingly permit others to use any Proprietary Information of the other party in a manner detrimental to that other party or its affiliates, or for its own account or another account, and shall not directly or indirectly disclose any such Proprietary Information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, except with the prior written consent of the other party. Each party agrees to afford the other party’s Proprietary Information the same degree of protection against unauthorized use or disclosure as each party normally provides for its Proprietary Information, provided that each party’s obligation shall not apply to information which (1) is known to the receiving party at the time of disclosure by the disclosing party; (2) is now or hereafter in the public domain through no fault of the receiving party; (3) is developed independently by the receiving party; or (4) is generally known or available from third parties without restriction.

A party disclosing Proprietary Information under this Agreement to the other shall be entitled to obtain a restraining order and/or injunction from any court of competent jurisdiction to enjoin and restrain the receiving party and its employees and agents from any disclosure of Proprietary Information of the disclosing party. Such equitable remedies shall be in addition to and not in lieu of any damages to which the disclosing party may be entitled by law or this Agreement.

VIII. WAIVER OF WARRANTIES AND LIMITATIONS OF DAMAGES

WAIVER OF ALL WARRANTIES. TO THE EXTENT PERMITTED BY LAW, THE NETWORK (INCLUDING, BUT NOT LIMITED TO, THE SERVICE, THE SOFTWARE AND SOFTWARE PROGRAMS) AND ANY THIRD PARTY SOFTWARE ARE PROVIDED BY SalesNexus “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, SalesNexus MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. SalesNexus MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE, RESULTS, CORRECTNESS, ACCURACY, RELIABILITY, SUITABILITY OR OTHERWISE OF THE NETWORK, A SOFTWARE PROGRAM OR A THIRD PARTY SOFTWARE. By executing the Agreement, CLIENT acknowledges and confirms that, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN:

The service and Network, INCLUDING WITHOUT LIMIIATION, any and all security devices contained therein, are in no way guaranteed or warranted to prevent a network security breach or unauthorized access, including viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful programming routines; NEITHER SalesNexus NOR PROVIDER is an insurer or guarantor, and CLIENT is responsible for carrying its own insurance to cover any losses incurred as a result of any network security breach or system, service or other failure in connection with the Service and/or associated Deliverables; and the USE OF THE NETWORK AND SERVICE are priced only on the basis of ACTUAL USAGE OF THE NETWORK AND SERVICE, and not on the basis of: (a) the value of CLIENT’S DATA BEING HOSTED ON THE NETWORK; (b) the extent of CLIENT’s reliance on THE NETWORK or SERVICE; or (c) the provision by PROVIDER OR SalesNexus of any form of guarantee or warranty against third party intrusions, attacks, fraud, security failures, breaches and associated losses or damages, which is hereby disclaimed.

LIMITATION OF DAMAGES. SUBJECT TO SECTION VIII, AND EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS HEREIN, CLIENT, AND SalesNexus SHALL NOT BE LIABLE TO THE OTHER, TO ANY END USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNTIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF USE, INTERRUPTION OF BUSINESS AND LOST PROFITS, WHETHER IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, COMPARATIVE OR CONTRIBUTORY NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SalesNexus OR CLIENT. IN NO EVENT WILL SALESNEXUS’ LIABILITY, IF ANY, FOR LOST OR DAMAGED DATA EXCEED THE LESSER OF (1) THE FAIR MARKET VALUE OF THE DATA; (2) REPLACEMENT COSTS OF SUCH DATA; OR (3) THE TOTAL AMOUNTS PAID BY CLIENT TO SalesNexus FOR THE SERVICE OVER THE PREVIOUS ONE YEAR PERIOD.

THE LIMITATIONS OR EXCULPATIONS OF LIABILITY SET FORTH IN SECTION VIII HEREIN SHALL NOT APPLY TO (1) INDEMNIFICATION FOR THIRD PARTY CLAIMS AS SET FORTH IN SECTION IX, (2) THE VIOLATION OR INFRINGEMENT BY EITHER PARTY OF ANY OF THE OTHER PARTY’S INTELLECTUAL PROPERT ’RIGHTS OR (3) THE VIOLATION OF SECTION VI OF THIS AGREEMENT.

IX. INDEMNITY

CLIENT AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS SalesNexus, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (THE “SalesNexus PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) OF WHATEVER KIND, CHARACTER, OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO, OR ARE IN CONNECTION WITH (A) CLIENT OR ANY END USER’S PERFORMING ANY OF THE USES OR ACTS RESTRICTED OR PROHIBITED BY SECTION VI OF THIS AGREEMENT, EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO, THE SalesNexus PARTIES, (B) ANY BREACH OF ANY AGREEMENT, COVENANT OR WARRANTY OF CLIENT OR END USERS CONTAINED HEREIN, OR (C) ANY CLAIM THAT SalesNexus’ USE OF THE CLIENT DATA INFRINGES, DILUTES OR VIOLATES THE COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, SERVICE MARK OR ANY OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY.

SalesNexus AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS CLIENT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (THE “CLIENT PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) OF WHATEVER KIND, CHARACTER, OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO, OR ARE IN CONNECTION WITH ANY CLAIM THAT CLIENT’S ACCESS TO OR USE OF THE NETWORK OR SOFTWARE INFRINGES, DILUTES OR VIOLATES THE COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, SERVICE MARK, PATENT OR ANY OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY.

The indemnifying party shall defend and settle at its sole expense all suits or proceedings. The foregoing indemnification obligations shall survive even if the indemnified party does not provide the indemnified party with reasonably prompt notice of any such claim of which it learns so long as such failure does not materially prejudice the indemnified party. In all events, the indemnified party shall have the right to participate in the defense of any suit or proceeding through counsel of its own choosing paid for by the indemnified party.

SalesNexus shall have no indemnification obligation to Client under Section XI(C) to the extent such claim arises from Client or its End Users breach of this Agreement or from the combination of the Service with any of Customer’s products or hardware not specifically authorized to be used to access the Network and the Service.

X. TERMINATION

Term. For Monthly term subscriptions, this Agreement shall automatically renew on the 1st of each calendar month until expressly terminated by Client as described in Section III. For Annual term subscriptions, this Agreement shall automatically renew on the anniversary date of the subscription.

Termination by Client. Client may terminate this agreement for any reason with 30 days notice. The effective termination date shall be determined as described in Section III. If written notice of termination has not been received by SalesNexus thirty (30) days prior to the anniversary date, the subscription will renew for an additional annual term and Client authorizes SalesNexus to collect payment per the chosen payment method.

Termination With Cause. In the event that a party fails to perform any of its material obligations under this Agreement and such failure remains uncured for thirty (30) days after receipt of written notice thereof, the other party may withhold its performance hereunder or may terminate this Agreement. Suspension of Service or Immediate Termination. Upon a material breach of this Agreement, or upon SalesNexus’ reasonable belief that tortuous or criminal acts be associated with the account, SalesNexus may, without incurring any liability to Client, (i) temporarily suspend or discontinue any license and/or Service pending investigation and resolution of the issue or issues involved, or (ii) upon notice to Client, immediately terminate this Agreement.

Suspension of Service and Termination for Non-Payment. Payment shall be considered past due if not received by the renewal date and SalesNexus will suspend Client’s access to the Service, Software and Network until Client’s account is paid and current, per Section III of this agreement.

Sections I and III-XI shall survive any termination of this Agreement and any license.

Upon termination of this Agreement, SalesNexus reserves the right to remove any Client Data from the Network. Upon written request to terminate by Client and Client’s payment of any currently due amounts, SalesNexus shall make available to Client a file of the Client Data in either Excel, SQL or ACT format. Following the conclusion of such 30 days or if Client’s account is not paid and current, SalesNexus shall have no obligation to maintain or provide to Client the Client Data.

XI. GENERAL

This Agreement shall be binding upon and inure to the benefit of each party and its respective successors and assigns.

Except as set forth in this Agreement, all notices permitted or required by this Agreement shall be deemed to have been provided and received when delivered in person, when sent by facsimile transmission, or when deposited in the United States mail, certified, return receipt requested, with proper postage prepaid, addressed to the receiving party at the address set forth in the latest executed Addendum.

This Agreement shall be construed in accordance with the laws of the State of Texas, United States of America. The venue for any lawsuit arising out of this Agreement shall be the state and federal courts located in Harris County, Texas.

This Agreement may be executed in any manner of multiple originals by different parties hereto, each of which shall be deemed to be an original, and all of which shall be construed together and shall constitute one Agreement. A telephonically transmitted copy of this Agreement bearing a facsimile of a party’s signature shall be deemed an enforceable original for all purposes.

It is agreed that if any term or provision of this Agreement, or the application thereof, to any person or circumstances shall, to any extent, be declared void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Section and paragraph headings are inserted only as a matter of convenience and notice and in no way define, limit, construe or describe the scope or extent of such section or paragraph.

No amendment, modification of waiver of, or consent with respect to, any provision of this Agreement shall be effective unless it shall be in writing and signed by the party against whom enforcement of the amendment, modification, waiver or consent is sought.

The relationship of the parties shall be that of independent contractors. Nothing herein shall be construed to constitute or imply a partnership, principal-agent, or joint venture relationship between the parties. Neither party shall be deemed the agent of the other or have the right, power or authority to act on behalf of or to create any obligation, express or implied, on behalf of the other.

No third-party or End User is or shall be deemed to be a third-party beneficiary, whether intended, incidental or otherwise, of this Agreement or of any provision hereof.

The foregoing constitutes the full and complete agreement between the parties with respect to the subject matters hereof, or contemplated hereby, there are no oral or written agreements or representations in relation to the subject matters of this Agreement, and the parties have not relied in whole or in part upon any promises, covenants or representations not herein expressed.

Exhibit A – Service Levels

Client will select a Service Level as described below. Client’s Service Level will be limited to the services stated herein.

SalesNexus Small Business

SalesNexus Standard will include the following capabilities as implemented in the current version of the SalesNexus application:

Contact List, Calendar, Task List, Lookup, Advanced Search, Groups, Create and Edit Calls, Meetings and Todos, Create and Edit Sales Opportunities, Create Notes and History, Create and Edit Letter and Email Templates, Activity Reports, Sales Reports, Notes History Report, Contact Reports, Create and Edit Custom Contact table fields and General Administrative functions.

Data Structure shall include these tables: Contact, Groups, Sales Opportunities, Activities, Notes History.

Client Training and Support as described in Exhibit B (Client Training and Support Services).

Hosting Services shall include up time guarantee as described above and daily backups.

Data Importation may be done by Client through CSV files. All other imports are subject to the charges and terms described in Exhibit C (Consulting Services).

SalesNexus Professional

SalesNexus Professional will include the following capabilities as implemented in the current version of the SalesNexus application:

SalesNexus Standard features – Contact List, Calendar, Task List, Lookup, Advanced Search, Groups, Create and Edit Calls, Meetings and Todos, Create and Edit Sales Opportunities, Create Notes and History, Attach documents to Notes History tab, Create and Edit Letter and Email Templates, Activity Reports, Sales Reports, Notes History Report, Contact Reports, Create and Edit Custom Contact table fields and General Administrative functions.

Additional SalesNexus features included in all Professional subscription – Activity Series, Automated Emailing of Prescheduled Emails via SalesNexus Email Templates, Contact Docs tab for attachment of documents to specific contact records for distribution, viewing and editing.

Additional Services included in all Professional subscriptions – Email Capture (Email Archival Service), Funambol Sync (sync with Outlook, SmartPhones and other systems)

Data Structure shall include these tables: Contact, Groups, Sales Opportunities, Activities, Notes History.

Client Training and Support as described in Exhibit B (Client Training and Support Services).

Hosting Services shall include up time guarantee as described above and daily backups.

Data Importation may be done by Client through CSV files. All other imports are subject to the charges and terms described in Exhibit C (Consulting Services).

SalesNexus Complete

SalesNexus Complete will include the following capabilities as implemented in the current version of the SalesNexus application:

Additional SalesNexus features included in all Complete subscriptions – Activity Series, Automated Emailing of Prescheduled Emails via SalesNexus Email Templates, Contact Docs tab for attachment of documents to specific contact records for distribution, viewing and editing, Email Tracking (opens, clicks and email analytics), Email Notifications

Additional Services included in all Complete subscriptions – Email Capture (Email Archival Service), Funambol Sync (sync with Outlook, SmartPhones and other systems), Web Lead Capture, Dedicated IP Address for email marketing, Domain Keys for email marketing.

Data Structure shall include these tables: Contact, Groups, Sales Opportunities, Activities, Notes History. Client Training and Support as described in Exhibit B (Client Training and Support Services).

Hosting Services shall include up time guarantee as described above and daily backups.

Data Importation may be done by Client through CSV files. All other imports are subject to the charges and terms described in Exhibit C (Consulting Services).

Exhibit B – Client Training and Support Services

Public Training – Regularly scheduled web based live training open to all SalesNexus users on an unlimited basis.

Recorded Training Videos – Recordings of Public Training sessions and specific videos focused on specific functions. Available on the SalesNexus Support website to all SalesNexus users on an unlimited basis.

Sales Mastery Institute – Regularly scheduled web based live seminars hosted by SalesNexus on CRM implementation and utilization, selling and marketing topics. Also includes recorded webinars, how-to-guides, e-books and articles on similar topics. Available to all SalesNexus users on an unlimited basis.

New Client Set Up Services – All new SalesNexus customers are provided a 4 point set up service:

1. Self Guided Quick Start – step by step guide to setting up SalesNexus including videos and how to guides.
2. Services Set Up – Client will make appropriate business and IT personnel available for a call to set up additional SalesNexus services including Email Capture, Funambol Sync, Web Lead Capture, etc. as included in Client’s chosen subscription level.
3. User Training – Participation in the live Admin user and Basic New user Public Trainings
4. Sales Mastery Institute – Access to Institute archives and live events.
5. On-going Support – Access to help desk and support services as described below.

On-going Support Services New users are eligible for help desk and support services only after the user’s completion of the Basic New User public training and completion by at least one user per customer/company of the Admin User public training. SalesNexus reserves the right to refuse support services to any user which has not completed public training as required. Phone and Chat support will be available from 8am to 7pm Eastern Standard Time generally. SalesNexus will provide best efforts to fulfill these hours, however, internal meetings, staff shortages may result in reduce hours occasionally. SalesNexus will provide best efforts to inform users in advance of any temporary changes. Email to support@salesnexus.com, received before 2pm Eastern Standard Time on any business day will be responded to on the same day. Email to support@salesnexus.com received after 2pm Eastern Standard Time will be responded to on the very next business day. Support Response Times During standard support hours, SalesNexus will maintain sufficient staff and procedures in order to meet or exceed the following expected response times to customer inquiries or requests -

Chat Response= 4 minutes or less
Phone Response= 90 minutes or less for critical issues.
Voice Mails = For critical issues, within 4 hours if received before 2pm EST or next morning if received after 2pm EST
Email = same day if received before 2pm EST or next day if received after 2pm EST.
NOTE: Client may be directed to public training sessions, the Self Guide Quick Start or other online resources if the nature of the request indicates a basic lack of knowledge of how to use the system on the customer’s part.
A critical issue is defined as inability to logon to the system, system failing to function as designed or need to limit user access to information.

SalesNexus Services Set Up Times Following the Services Set Up Call, SalesNexus will maintain sufficient staff and procedures in order to meet or exceed the following expected turn-around times to setup and activate SalesNexus services as follows –

Funambol Sync= 3 days
Email capture = 3 days
Lead Capture = 7 days
IP address= 7 days
Domain Keys =7 days

Once Kick Off or Services Set Up calls have been scheduled and confirmed with client, client may reschedule with 24 hours notice. Should client fail to be available for a scheduled call and fail to notify SalesNexus 24 hours in advance, Client must pay a $50 appointment reset charge to SalesNexus before a new appointment is set.

Exhibit C – Consulting Services

6 Point Quick Start In addition to the Kick Off Call provided for all new SalesNexus customers, Client may elect the import of pre-existing data in the formats below. In such case, a Review Call will be scheduled after the import is complete to allow the customer to review the data. SalesNexus will make adjustments to the imported data and field layout based on customer feedback provided in the Review Call. Subsequent changes requested by Client after the Review Call will be charged Ad-Hoc as described below.

Excel Import – $599 per Excel sheet Import of all columns in the sheet. Create up to 20 new custom fields to accommodate unique data (columns) in the excel provided

ACT Import – $599 per database Import of All default and custom fields Import of Contacts, Notes/History, Activities, Sales Opportunities, & Groups Match layout of existing ACT database for up to 20 custom fields

*Additional layout charges may apply for databases with more than 20 custom fields.

*Not included in import: Attached documents, emails, templates (Templates can be copied by SalesNexus for an additional fee of $125 per hour)

Goldmine, Access, Salesforce, & other database software Imports will be assessed and quoted after a database backup file is provided to SalesNexus by Client.

SalesNexus will use its best efforts to complete the initial import of Client data within 3 business days of receipt of Client Data and the Kick Off Call, whichever happens last.

16 Point Quick Start Program

Kick Off Call will be scheduled ASAP. SalesNexus will use its best efforts to import Client data within 3 business days of receipt of Client data or the Kick Off Call, whichever happens last. SalesNexus will import one Excel sheet or one ACT! database as described below. Additional files or databases will result in additional charges as below.

Excel Import – one sheet included. $99 additional per sheet. Import of all columns in the sheet. Create up to 20 new custom fields to accommodate unique data (columns) in the excel provided

ACT Import – one database included. $199 additional per database. Import of All default and custom fields Import of Contacts, Notes/History, Activities, Sales Opportunities, & Groups Match layout of existing ACT database for up to 20 custom fields *Additional layout charges may apply for databases with more than 20 custom fields.

*Not included in import: Attached documents, emails, templates (Templates can be copied by SalesNexus for an additional fee of $125 per hour)

Goldmine, Access, Salesforce, & other database software Imports will be assessed and quoted after a database backup file is provided to SalesNexus by Client.

Review Call will be scheduled after the import is complete to allow the customer to review the data. SalesNexus will make adjustments to the imported data and field layout based on customer feedback provided in the Review Call. Subsequent changes requested by Client after the Review Call will be charged Ad-Hoc as described below. Email Design Call will be scheduled as soon as possible after the Review Call. SalesNexus will create an email master template according to the design agreed to by Client in the Email Design Call. Analytics Needs Call will be scheduled as soon as possible after the Review Call. SalesNexus will create one custom report according to the specifications agreed to by Client in the Analytics Needs Call. Email and Analytics calls may coincide, at Client’s option. Final Review call will be scheduled as soon as all customizations above are completed. SalesNexus will make changes and adjustments based on Client feedback after the Final Review Call. Subsequent changes requested by Client after the Review Call will be charged Ad-Hoc as described below.

Instructor Led Training Webinar – SalesNexus will conduct one Instructor led training webinar for Client users, within the newly created Client database. Training webinar will not exceed 2 hours in length. This time allotment is not sub divisible. Additional instructor led training webinars will incur a $199 per session charge.

Ad-Hoc Optional Services listed below can be elected by Client:

Instructor Led Training – 2 hour session $250
Web Lead Capture Form Mapping – create custom fields in your database to map to one web form (20 fields max.) $125 per form (One time setup fee.) **additional fields on web forms assessed and quoted
Custom Report & Template Design $125 per hour
Create One Report (previously designed) $125 each
Create One Template (previously designed) $125 each
Field Additions and Layout changes – $19 per field, 2 day turn around.
Create Database Trigger – $499 per field, up to 9 values per field. Each field value can trigger a separate Campaign, previously created. 7 day turn around.
Database maintenance – updating lists, deleting lists of contacts, reformatting data. $125 per hour. 3 day turn around.
Backups can be provided to Client upon request, in ACT!, SQL or Excel format. $50 per instance. 4 day turn around.
Data deleted or changed by Client can be restored from backups upon Client request as long as the change was made less than 30 days prior. $125 per hour. 2 day turn around.

Exhibit D – ROI Guarantee

To be eligible for a refund per the ROI Guarantee described in the SalesNexus website, client must complete the following within 30 days of commencement of subscription:

Complete All Steps Described in the Self Guided Quick Start Program on the SalesNexus website. Documentation of completion of these steps must be provided to SalesNexus in writing as follows:

Basic Training – verification of each user’s attendance in the live public training session via the GotoMeeting tool.
Admin Training – verification of each admin user’s attendance in the live public training session via the GotoMeeting tool
Complete the CRM Customization Guide by Chris Peterson
Add at least 5 Custom Fields to the SalesNexus System
Import all existing customers and all new sales leads into SalesNexus
Customize the Contact.xml layout file for your team.
Set up Email Capture, Sync with Mobile Devices and Web Lead Capture.

Create at least one email campaign with at least one email per month sent to all new leads and prospects.
Designate fields in the SalesNexus system to separate contacts by Lead, Qualified Prospect and Client.
Client must email SalesNexus when the above is completed naming the campaign and describing in writing the method for separating contacts as above.
Provide a financial snap shot upfront including previous 12 months sales, # of sales people, overall profit.
After the end of the 6^th month of Client’s subscription and before the end of the 7^th month of the Client’s subscription, client must provide to SalesNexus an updated financial snap shot including Last 6 months sales, # of sales people, overall profit.
If after the 6^th month of Client’s subscription, financial snap shot or other observations indicate a lack of progress, Client must participate in a team wide training ($250 will apply) session and implement all suggestions in database changes made by SalesNexus.
Each Salesperson must use SalesNexus an average of 4 hours or more per week over the course of the subscription as verified in the User Log within SalesNexus.
After the end of the 12^th month of the subscription and before the end of the 13^th month of the subscription, Client must provide an updated financial snap shot including Last 6 months sales, # of sales people, overall profit.
Client must request full refund after the 12^th month of the subscription and before the end of the 13^th month of the subscription.
Client is responsible for documenting the completion of all requirements herein. Written documentation of such completion must be provided to SalesNexus within 45 days of subscription and at the 6^th and 12 month intervals as above.