by:

NeonCRM Proposal by Z2 Systems, Inc.

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Included Features with ALL NeonCRM Systems

Below is a summary of included features available in all NeonCRM systems. For a full list of NeonCRM features, please visit http://www.z2systems.com/neoncrm/features for more information.

NeonCRM Database Core The core of NeonCRM is a secure, fully cloud-based database that allows for deep constituent datatracking, important record relationship tracking, in-depth reporting functionality, deep user permission controls, robust self-import data utility, and more.

Mass Email Communications

NeonCRM Automated System emails are unlimited and do not have any capping rules. Organizations may also send intentional email blasts at four times the top end of their tier. Example: Under 5,000 tier = 20,000 emails/month >> Includes in-depth email campaign statistics and deep-link tracking

Standard Web Forms Web forms with organizational header/logo at the top of all NeonCRM pages. Applied to NeonCRM forms(donation, membership, event, products, login).

>> Premium Web Form Template Sync is $300 and can be found on page 6.

Unlimited NeonCRM User Licenses/Seats

All NeonCRM packages allow for creation of unlimited user licenses (or “seats”) with login access. All NeonCRM packages provide access for ten (10) Concurrent Users, or staff who can access NeonCRM as users at the same exact time. If your organization requires more than ten users to be logged into NeonCRM concurrently, please contact your Nonprofit Sales Consultant.

Letter & Mailing Merging/Tracking

NeonCRM allows organizations to print or merge mailing materials, plus tracking the sending and inventory of other physical materials so staff can be confident that all new constituents have received intended physical materials.

Constituent Login Portal Organizations can let their constituents log in to manage donations, update their contact information,renew memberships, access restricted content, access a membership directory, receive discounts for events, and more.

Prospect Management & Activity Tracking

NeonCRM comes with the ability to track any prospect and connect unlimited activity reminders/tracking to any account record. This allows organizations to manage solicitations and record any constituent interaction on all records.

Volunteer Tracking Track in-depth demographic information, interests, availability, communication preference, and more.NeonCRM is also equipped with project assignment, volunteer/staff group coordination, and individual timesheet tracking for hours, mileage, and financial reimbursement.

Connection to Merchant Accounts

Free connection to integrated merchant account solutions for processing credit cards and e-checks. There are five options to suit your organization’s needs. >>More information can be found on page 6.

Free Upgrades & New Features

NeonCRM clients are always operating on the most up-to-date version of the system as all upgrades and feature releases are free for all clients. Clients receive upgrades and new features many times throughout each year.

Unlimited Backups & Advanced Data Security

All of your data is backed up daily and secured behind state of the art, industry leading security at Rackspace. Rackspace is the global leader and provider of data security and server uptime. NeonCRM software runs on the most reliable servers available. >>https://www.z2systems.com/neoncrm/services/security

Open API The NeonCRM API provides organizations some great possibilities for further customization. With the right development team or internal programmer(s), organizations can:

Create custom web forms that feed into your NeonCRM system, synchronize constituent data between NeonCRM and another application/database, build your own executive dashboards with charts and graphs, and even create a completely custom constituent login area, using NeonCRM's built in authentication for constituent user names and passwords.

NeonCRM Implementation Process Workflow The below information represents a typical workflow for implementing your NeonCRM. For your reference, we have color-coded the areas within this document pertaining to each of the processes on the pages listed. Feel free to contact your Nonprofit Sales Consultant at 888.860.NEON if you have any questions.

Data pages 5 + 9

• Data Analysis Call (30-min)

• Data Consultation (up to 60-min)

• Data recommendations (delivered)

• Data to be Self-Imported -OR- by Z2 Systems, Inc.

Setup page 5

• Needs Analysis Call (30-min)

• Preliminary Recommendations (pre-consult)

• Setup Consultation (90-min)

• "Next Steps" Action Plan (delivered)

Training page 5

• Recorded Trainings (included)

• Personal Web-Based Training (day-to-day users)

• On-Site Training (our trainer comes to your office)

Support page 8

• Access to Recorded Trainings & Knowlege base

• Ability to Submit "Tickets" to Support Agents

• Live Chat Support (premium support option)

• Phone Support (premium support option)

• Group Training (included in All-in-One package)

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Monthly Service Fee

Your base monthly fee (USD) is determined by how many constituent records in your database and which modules are enabled.

NeonCRM

StandardCRM

Under 1,000

$49

4,000 emails/mo

Under 5,000

$99 Under 15,000

$149 Under 25,000

$199 Under 50,000

$299

200,000 emails/mo 20,000 emails/mo 45,000 emails/mo 100,000 emails/mo Includes up to 2 Modules, Additional Monthly Modules Pricing below *

NeonCRM

All-in-OneCRM

Under 1,000

$99

4,000 emails/mo

Under 5,000

$174 Under 15,000

$249

20,000 emails/mo 45,000 emails/mo

Under 25,000

$324

100,000 emails/mo

Under 50,000

$449

200,000 emails/mo Includes ALL Modules PLUS Group Training (+$600/yr value)

Module Selection

Up to two (2) modules are included with the NeonCRM Standard monthly fee from above. Additional module pricing below.* The NeonCRM All-in-One includes all modules and unlimited access to live Group Training ($600/yr. value) as described under “Training Options” on page 4.

Fundraising & Donations Events Registration Membership Tracking

Additional Monthly Module Pricing (NeonCRM Standard Only)

NeonCRM Monthly Service Fee Total

$ /month Does not include “Premium Support” options (see page 8)

*Additional Module(s)

X _________ # modules

Under 1,000

+$20Under 5,000

+$30Under 15,000

+$40Under 25,000

+$50Under 50,000

+$70

Up to two (2) modules are included with the NeonCRM Standard monthly fee from above. If more than two (2) modules are required, there will be a per module monthly fee for each additional module selected. Contact your Nonprofit Sales Consultant with questions.

Social Fundraising (Fundraising Module Req’d)

Online Document Center

QuickBooks Connection E-Commerce

Custom Webform Builder Eventbrite Connection

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Consultation & Strategic Planning Options

Z2 Systems, Inc. offers consulting services that may be added in addition to training. If your organization needs assistance in setting up your NeonCRM system, please discuss the below options with your NeonCRM Sales Consultant.

Data Analysis Strongly Recommended

Z2 Systems, Inc. offers recommendations for self-importing data orpreparing data for Z2 Systems, Inc.’s custom import (page 9)o Preliminary Data Analysis call (30-min)o In-depth Data Consultation (up to 60-min)o Data recommendations delivered to client (for self-import)

More complex imports may warrant additional time ($150/hr). This option is included with NeonCRM Custom Imports

$300

Setup Consultation Ideal for Admin Users

Z2 Systems, Inc. offers tailored recommendations and consulting onthe best ways to utilize your NeonCRM specific to your organizationo Preliminary Needs Analysis call (30-min)o Setup Consultation call (up to 90-min)o Follow-up “Next Steps” Action Plan delivered to client

This is not a training session and is to be attended by administrators

$450

Consulting & Strategic Planning

Additional consultation options are available and can be tailored fororganizations’ specific needs -- at a rate of $150/hr

For example, help setting up Events/Memberships/Campaigns Please contact your NeonCRM Account Consultant to discuss Requires prior Setup Consultation session

$______

Training Options

NeonCRM offers a variety of training options to fit organizations of all sizes. We encourage every organization to invest time in learning the out-of-the-box functionality of NeonCRM through our video training and online resources. Some organizations may find it helpful to purchase additional training with a dedicated NeonCRM trainer to address specific internal processes and procedures. Please select a training package:

Video Training Watch our recorded NeonCRM videos to learn how touse the NeonCRM system

Access to active community forum & extensiveknowledge base for staff

Included w/ all NeonCRM Packages

Group Web-Based Training

Join regularly scheduled live training sessions, which maybe shared with other organizations

Monthly fee provides unlimited access to as manysessions as staff would like to attend

All staff/users have access, no additional cost

$50/month3 mos. minimum

Personal Web-Based Training Staff/Daily Users

Private web-based training for staff and daily users Training is with a live person, uses your NeonCRM

system, and is dedicated to your organization Training is recorded and provided to your organization for

future training or staff refresher Additional training available for $150/hr Requires “Setup Consultation” session

$300/2-hour session

# of sessions:

_____

On-Site Training Z2 Systems, Inc. training staff come to your location andtrain your staff in-person

Expenses incudes reasonable costs for transportation,meals, and accommodations

Requires previous Setup Consultation session

$1,250/Day + expenses

# of days:

_____

Included in All-in-One

Option

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CustomImport(page 9)

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NeonCRM can be integrated directly with your existing website. Z2 Systems, Inc. Standard option allows you to add a customized header or logo to the NeonCRM pages. If choosing the Standard Form option, leave below options blank. Additional integration options exist below. Please contact your Nonprofit Sales Consultant with any questions.

NeonCRM Website Template Copy

Integrate NeonCRM with your website seamlessly. We can apply a copy of your website to ALL NeonCRM pages.

NeonCRM Forms (donation, membership, events) Constituent Portal & Public content pages Custom surveys, online store, directories, etc.

Website: _____________________________________

DELAY TEMPLATE COPY UNTIL**____________

$300 One-time

Google Analytics Track visitor activity/behavior on NeonCRM webpages within your Google Analytics account.

Analytics Account Code #: UA - __________________

$95 One-time

Mobile-Ready Web Forms

Is your website not mobile-responsive? NeonCRM integrated forms are optimized for easy access with mobile devices. If your website is not optimized, you may want a custom mobile form.

$300 One-time

*Z2 Systems, Inc. can use one template for all the NeonCRM pages. Additional templates can be uploaded to specific NeonCRM online forms for $300 per template. Small template updates are charged at $25 per 15 minutes of HTML work.

** The web template copying occurs within 2-5 days following receipt of the executed proposal. Please check the “Delay Template Copy Until” box ifyour organization is completing website redesign or plans to change website elements over the next 1-2 months while implementing NeonCRM.Please notify your Nonprofit Sales Constultant to avoid an additional $300 web template copy charge.

SSL/https Security Certificate OptionsNeonCRM offers three SSL Security Certificate options to ensure your organization’s data is protected whenever transmitted over the internet. For each option, NeonCRM only deploys SHA-2 & 2048-bit encryption SSL certificates, the highest degree of encryption protection available.

NeonCRM Thawte SSL >> Most popular optionExample:

https://your-name.z2systems.com

NeonCRM provides every client with our premium ThawteSSL certificate at no additional cost

Trusted use of “z2systems.com” name and URL SHA-2 Certificate $1,000,000 warranty if any financial loss occurs

Included with NeonCRM at no charge

Custom GoDaddy SSL >> Standard Custom SSLExample:

https://secure.your-name.org

Use a custom SSL certificate via GoDaddy NeonCRM will purchase, renew, and maintain SHA-2 Certificate $100,000 warranty if any financial loss occurs

$15 per month

Custom Thawte SSL >> Premium Custom SSL

Example: https://secure.your-name.org

Use a custom SSL certificate via Thawte NeonCRM will purchase, renew, and maintain SHA-2 Certificate $1,000,000 warranty if any financial loss occurs

$40 per month

Website Template Copy & Web Integration Options

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Merchant Account & Payment Gateway Options Accept payments online through NeonCRM forms or process payments directly within the database. NeonCRM is compatible with any of the following third party Merchant Account and Gateway providers. Shop around for the best rates, or use your existing payment processing service (if listed below or compatible with Authorize.net services). If you have questions, feel free to ask your Nonprofit Sales Consultant.

BluePay www.bluepay.com Free Connection (866) 495-0423 Credit Card & E-Check Processing

iATS www.iatspayments.com Free Connection (866) 300-4287 Credit Card Processing

Authorize.net Gateway Provider

www.exclusiveps.com Free Connection (800) 542-2207

Credit Card & eCheck Processing (or basic Gateway services to

connect with existing services) Elavon Merchant Services offered

Forte Payment Systems

www.forte.net Free Connection (800) 570-4835 Credit Card & E-Check Processing

PayPal Pro#

Processor www.paypal.com Free Connection (402) 935-2131 Credit Card Processing

# Z2 Systems, Inc. is integrated with PayPal Pro Merchant Account Processing. This is a different service than PayPal Basic. Z2 Systems, Inc. can make PayPal Basic an available option, but it is not recommended as the main processor of online transactions as it requires manual reconciliation for all payments & will not track/process recurring payments made with NeonCRM. If you are considering using PayPal Basic, please contact your Nonprofit Sales Consultant.

Trial Conversion or New Database?

Did you take out a trial of the NeonCRM during your review process? If you like what you have set up in your trial, our Developers can convert it to a live system. Please review the options below and select one.

New Database You did not take out a trial or use it and would like us to create a brand new blank database.

Convert Trial – Keep As Is You did take out a trial and want to keep all of the data, settings, users, etc.

Convert Trial – Purge Data, Keep Settings, Custom Fields

You took out a trial, set up users and settings, but do not want to keep the data.

Provide Your Trial Conversion “Org ID”

If you are converting your trial please provide us with the “Org ID” from the trial website address. This can be found within the URL string that you have been using to log into your NeonCRM trial. (See below for example)

Enter your “Org ID” here: _____________________________

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Technical Support Options

Please select a support package:

Online Support Support & User Forums Support Videos, Guides & Knowledge base Email & “Ticket” based support < 24-hour turnaround response time M-F

Included with allNeonCRM

Packages.

Premium Live Chat Support

Includes Online Support Chat with support staff

online between the hours of9a-5p M-F Coast to Coast

3-month Minimum Req’d

Premium Support Qualification:

Group Training + Basic Consult -or-

Private Web-based -or-

Onsite Training

$50/monthper 2 users

Premium Phone & Live Chat Support

Includes Online Support Includes Live Chat Support Speak with support staff

9a-5p M-F Coast to Coast 3-month Minimum Req’d

Premium Support Qualification:

Group Training + Basic Consult -or-

Private Web-based -or-

Onsite Training

$95/month per 2 users

NeonCRM Support Center Contacts The included NeonCRM support package provides up to two (2) users with the ability to submit support tickets directly to NeonCRM Support Agents. (Additional Support Users: $25/mo per addt’l user). These users will be receiving an Activation Email from our Online Support Center (Action Required).

Primary Database Administrator -- main point of contact during implementation and access to NeonCRM Support Agents

First/Last Name: ___________________________________________________________

Email: ___________________________________________________________

Job Title: ___________________________________________________________

Phone: ___________________________________________________________

Secondary Support Contact -- will be second support contact with direct access to contact NeonCRM Support Agents

First/Last Name: ___________________________________________________________

Email: ___________________________________________________________

Job Title: ___________________________________________________________

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Data Import Options

Manual entry or self-import: Enter/import your data using NeonCRM’s Import Manager *

Use the NeonCRM Import Manager to import your data ormanually enter data

Z2 Systems, Inc. recommends our $300 Data Analysispackage (see pg. 4) if you are new to the NeonCRMimport process

The Import Manager is supported separately from therest of the system. Assistance is available for $150 perhour. Please review the restrictions of the ImportManager below.

Included with all NeonCRM Packages

The Import Manager is supported separately from the rest of the NeonCRM system. By opting to use the Import Manager, I further understand that if additional support is required, my organization will be charged $150/hour for consultation and analysis regarding importing my data using the Import Manager utility. If this option is chosen, the Purchasing Authority must sign below.

NeonCRM Custom Import: Z2 Systems, Inc. can import your data from current format & existing database(s) **

More complex data structures may require Z2 Systems,Inc. data engineers to perform the import for clients

Requires complete dataset in order to give an accurateestimate (All tables/columns)

Z2 Systems, Inc. data engineers do not extract datafrom existing databases

Please contact your Nonprofit Sales Consultant with anyquestions

Custom Data Import Estimate:

$_________

Format/System: ___________

A matching account ID, record ID, or email address is required to link people to transactions on multiple spreadsheets

* The NeonCRM Import Manager is meant for more simplified data for organizations who can manage their own importing and mapping processes. The Import Manager has limitations. If your organization has a more complex data structure, Z2 Systems, Inc. Development Staff can import the data to NeonCRM.

There are some types of data that are not available for import by customers via the Import Manager. The following data types would require our Custom Import services. These include (but are not limited to):

Relationships – any links between accounts. This includes: Individual or Organizational Account relations, Households, Employees/Employers

Product purchases Recurring donations Membership auto-renewals Group memberships

Secondary contacts Volunteer data Time-sheet data Seasonal addresses

Any of the above data may only be imported using our Custom Import services.

Data Import Agreement

By signing below, I agree to the terms and conditions listed specific to the option chosen above.

Purchasing Authority Signature:_____________________________________________ Date:_____________

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Select your data conversion method below and sign at the bottom of the page. One of these two options must be chosen. Please be sure to read through the below information and sign the agreement. Please contact your Nonprofit Sales Consultant with questions.

** By opting to contract Z2 Systems, Inc. to perform our organization’s import, I have also signed the NeonCRM Custom Data Import Agreement that has been provided. The estimate for a custom data import/conversion by Z2 Systems, Inc. is based on the dataset received. All data submitted for import must be in the same exact format as the data provided during the quoting process. Any additional data sources, data in a different structure, and/or data discovered as necessary to import after the signing of this contract may result in a re-evaluation of the costs associated with an import by Z2 Systems, Inc. Organizations will be notified and an appended data estimate will be provided. Up to a two-hour phone data consultation is included. If this option is chosen, thePurchasing Authority must sign below as well as the NeonCRM Custom Data Import Agreement provided.

Billing & Payment

InvoicesYour designated Billing Contact will receive electronic invoices from our Billing Department to the email address that has been provided on page 11. Your Billing Contact should expect the following invoice types to be sent:

Initial Setup Fee: contains all one-time setup fees and the first month's service fee

Monthly Service Fee: a recurring monthly invoice sent on the same date every month

Automated Billing

We will provide a link to our secure online payment form where you can submit payment for the Initital Setup Fee via credit card or e-check/ACH.

Login Credentials to NeonCRM

Once the Initial Setup Fee has been received and your NeonCRM system is ready, login credentials will be sent to your Primary Database Administrator and Secondary Support Contact that have been provided on page 8.

Payment Options

Preferred method of payment for Initial Setup Fee (One-time payment)

Preferred method of payment for Monthly Service Fee (Occurs monthly)

Credit Carde-Check

Credit Carde-Check

I authorize Z2 Systems, Inc. to automatically invoice:Full amount to be invoiced for the Initial Setup Fee (setup + 1st month): ______________ Full amount to be invoiced for recurring Monthly Service Fee (monthly + support): _________

Print Name: _____________________________________________________

Signature: _____________________________________ Date: ____________This authority is to remain in full force and effect until Z2 Systems, Inc. has received written notification from the Customer of its termination in such time and in such manner as to afford Company a reasonable opportunity to act on it.

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NeonCRM Service Agreement

You may digitally sign below or print and sign Call us if you have any questions 888.860.NEON, option 1 Email to sales@z2systems.com, scan/email, or fax to 312.277.3193 Z2 Systems, Inc. will contact you to review your setup process

By Signing Below, I agree to Z2 Systems, Inc. terms of service, and I am entering into a One Year contract:

Purchasing Authority Name:

Signature: Date:

Job Title:

Email: Phone:

Organization Name:

Address:

City: State: Zip:

Job Title:

Email: Phone:

Z2 Systems, Inc. Authorized Signature: _________________________________ Date: ____________

- - - - - - - - - - - - - - - - - - - To be completed by Z2 Systems, Inc. - - - - - - - - - - - - - - - - - - - - -

Primary Billing Contact:

Organization Website URL:

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NeonCRM Terms of Service

1. SCOPE OF AGREEMENT

Z2 Systems, Inc. (“Z2 Systems”) shall provide Customer with the services detailed in the final Z2 Systems Proposal (“Proposal”) as agreed upon between Z2 Systems and Customer (collective “Parties”) pursuant to the terms of the Z2 Systems Services, Inc. Terms of Service Agreement (“Agreement”), the Operating Rules (“Rules”) attached as Appendix A to this Agreement, and terms and conditions of theProposal.

2. ENTIRE AGREEMENT

This Agreement, the Rules, the Proposal, and NeonCRM Custom Import Agreement, if applicable, is the entire agreement between the Parties. It supersedes all prior agreements between the parties and sets forth all the covenants, promises, agreements, conditions, and understandings between the Parties. No alteration, amendment, change, or addition to the Agreement, Rules, Proposal, or NeonCRM Custom Import Agreement, if applicable, shall be binding on Parties unless reduced to writing and signed by each party except for amendments to the Rules pursuant to paragraph 10.

3. EFFECTIVE DATE

This Agreement becomes effective upon activation of the Customer’s account on the NeonCRM System (as defined on page 10 ofthe Proposal).

4. ACCEPTANCE

In addition to acceptance by signing the Proposal, Customer accepts this Agreement by accessing any services, accepting any services, or via transmission of an online order form. Customer may not access, use, or accept services unless they have accepted this Agreement.

5. CONTRACT TERM AND AUTOMATIC RENEWAL

This Agreement shall be binding on Parties for one year from the effective date of this Agreement. For the purposes of this Agreement, the effective date, month and day shall be the anniversary date (“Anniversary Date”) for all subsequent years. In the event the Anniversary Datefalls on a day that does not exist in that calendar year, the next calendar day in that year shall be the Anniversary Date. This Agreement shall automatically renew, for an additional one year term, on each subsequent Anniversary Date until the contract is terminated pursuant to paragraph 20.

6. SOFTWARE

Z2 Systems, grants Customer a nonexclusive, nontransferable worldwide right to use the NeonCRM System software during the term of this Agreement, solely for Customer’s own internal business purposes, pursuant to the terms of this Agreement. The software is licensed, not sold; and all rights not expressly granted to Customer are reserved by Z2 Systems. Z2 Systems may update its software from time to time. Customer agrees to accept any updates pursuant to these terms unless new terms are included with the update, in which case; those terms shall apply. It is expressly prohibited for Customer to:

(a) License, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the NeonCRMSystem software except as specifically provided for in paragraph 10;

(b) Reverse engineer the NeonCRM System software or access the NeonCRM system to build a competitive product orprovide a competitive service;

(c) Modify or make derivative works based upon the NeonCRM System or copy any ideas, features, functions or graphics; or

(d) Commercially exploit the NeonCRM System or Z2 Systems owned Content in any way.

7. ACTIVATION

Within twenty-one days following acceptance of this Agreement, Z2 Systems shall create a system administrative user account for Customer to access the NeonCRM System.

8. CUSTOMER DATA

Customer agrees to provide Z2 Systems all information and data necessary to complete the services outlined in the Proposal. Data submitted by the Customer (“Customer Data”) for use on the NeonCRM System or in conjunction with services, whether supplied by the Customer or by third parties, shall remain the sole property of the Customer or such third parties, as applicable, unless expressly stated.

Customer grants to Z2 Systems the nonexclusive, worldwide, right to use, copy, store, transmit and display Customer Data to theextent necessary to provide services pursuant to the Proposal. Z2 Systems will not sell, license, share, transfer or otherwise disclose Customer Data, specifically including but not limited to constituent lists or list administer login information, to any third party except whenexpressly directed by Customer or when required by law. Z2 Systems may disclose Customer Data to its employees and agents and Customer’s employees and agents and access Customer Data in order to provide technical support to Customer.

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Z2 Systems shall back up up Customer Data on a daily basis. The backup copy of Customer Data shall be made available to Customer upon twenty-four hour notice excluding weekends and federal holidays. Additionally, Customer may backup Customer Data using the Z2 Systems backup utility (standard SQL format) at any time.

Z2 Systems shall exercise reasonable commercial efforts to make the NeonCRM System secure. Customer, however, is solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Z2 Systems shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. It is Customer’s sole responsibility to request a backup copy of Customer Data or use the Z2 Systems backup utility to avoid any economic loss associated with Customer Data. Upon termination of this Agreement, except by Customer breach, Z2 Systems shall make Customer Data available for copying for thirty calendar days after the termination date. Z2 Systems reserves the right to delete Customer Data thirty-one calendar days after termination of this Agreement.

9. NO WARRANTY

Although Z2 Systems, Inc. will take all reasonable steps to provide error-free and continuous service, Z2 Systems does not represent, warrant, or guarantee that the database service will be uninterrupted or error-free. As a result, the database service is provided “as is” without warranty of any kind. Z2 Systems disclaims all warranties, either expressed or implied, including, but not limited to, impliedwarranties of merchantability, fitness for a particular purpose and infringement.

10. USE OF THE NEONCRM SYSTEM

Customer may use NeonCRM for any legitimate business purpose relating to the services detailed in the Proposal including but not limited to display and transmission of customer and Z2 Systems generated information, communications, software, photos, video, graphics, music, sounds, or other material (collectively “Content”) pursuant to the terms of this Agreement. Customer may charge its users under separate agreements for use of the NeonCRM System and for Content used on the NeonCRM System.

Customer agrees to use NeonCRM in accordance with the Rules attached as Appendix A. Z2 Systems reserves the right to amend the Rules, at its sole discretion, for any legitimate business purpose including but not limited to strategic planning of their brand. Z2 Systems shall notify Customer of any amendment(s) to the Rules pursuant to paragraph 21. Amendments to the Rules become effective fourteen calendar days after notification (“Notification Period”). Customer may terminate this Agreement, pursuant to paragraph 20, at any time during the Notification Period. Continued use of the NeonCRM System by Customer after the Notification Period constitutes acceptance of the Rules amendment(s) and shall be deemed consent by Customer to the Rules amendment(s). Failure by Customer or Customer’s users to follow the Rules is a material breach of this Agreement.

11. INDEPENDENT CONTENT PROVIDER

Under this Agreement, Z2 Systems is an independent content provider (“ICP”). As an ICP, Customer is responsible and liable for any and all activities conducted through its account on the NeonCRM System by Customer and Customer’s users regardless of whether or notCustomer has authorized any such uses.

12. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

Customer acknowledges that Content, whether provided by Customer, Z2 Systems, or third parties, may include material which is the subjectof and protected by copyrights, trademarks, service marks, and other proprietary rights (“Rights”). Customer acknowledges that such Rights are valid and valuable and are protected and apply to all media that now exists or may exist in the future. Customer’s ability to use any Content, which is protected by such Rights, shall be governed by applicable law including relevant patent and trademark law and the terms of this Agreement.

Customer acknowledges that its use of the NeonCRM System allows access to Content originating from other customers, ICP’s, and third parties located in countries other than the United States. Customer agrees that its access to and use of such Content may be governed by additional terms, operating polices, and international laws.

Customer warrants that Customer and Customer’s users shall:

(a) Only transmit on the NeonCRM System, Content that is not subject to any Rights in favor of any other party unless theholder of any such Rights has given expressed written consent to transmit said Content on the NeonCRM System and

(b) That by transmitting or allowing the transmission of any Content on the NeonCRM system, Customer and Customer’susers automatically warrant that Z2 Systems has the royalty-free, irrevocable, nonexclusive worldwide right to transmitand display such Content in whole or in part on the NeonCRM System.

13. LIMITED LIABILITY AND CLASS ACTION WAIVER

The provisions of paragraph 13 shall apply to any action at law, in equity, or arbitration:

(a) Z2 System’s total liability, if any, with respect to the subject matter of this Agreement (including but not limited to liabilityarising out of contact, tort, strict liability, breach of warranty, or otherwise), is limited to charges collected by Z2 Systemsunder this Agreement in the twelve month period immediately preceding to the initial act, injury, or occurrence that gaverise to the liability;

(b) Z2 Systems shall not be liable for any loss of profits or revenue, special, punitive, incidental, or consequential damages inany action arising out of the subject matter of this Agreement, specifically including but not limited to loss or corruption of

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Customer Data, whether or not foreseeable and even if Z2 Systems has been advised or had pervious knowledge of the possibility of such damages;

(c) Z2 Systems shall not be liable for failure to perform due to acts of God, the public enemy, any government or agency thereof, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargos, severe weather,differences with workmen, restrictions imposed by governmental agencies, war, hostilities, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation, the inability of any entity to connect to the Internet, or any other reason beyond the control of Z2 Systems; and

(d) Any proceeding to resolve or litigate any dispute in any forum relating to this Agreement shall be conducted solely on an individual basis. Neither Party shall have any dispute heard as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity.

The provisions of this paragraph shall apply to any claims brought against Customer by a third party for damages based on an improper license grant of the NeonCRM system to Customer.

14. INDEMNIFICATION BY Z2 SYSTEMS

Z2 Systems will defend and indemnify Customer and hold Customer harmless from all liabilities, claims, and expenses (including attorney’s fees) (collectively “Damages”), arising from a third party claim for Damages resulting from breach of this Agreement by Z2 Systems, negligence, or malicious misconduct by Z2 Systems or its employees in connection with the performance of services under this Agreement.

15. INDEMNIFICATION BY CUSTOMER

Customer will defend and indemnify Z2 Systems and hold Z2 Systems harmless from all Damages arising from a third party claim for Damages resulting from breach of this Agreement by Customer, the transmission by Customer or Customer’s users of any Content on the NeonCRM System (whether or not such use was authorized by Customer), negligence, malicious misconduct by Customer, its employees, or agents or any action arising out Customer Conduct in violation of the Rules.

16. INDEMNIFICATION COOPERATION, CONTROL OF DEFENSE, AND LIMITATION

In any case where a Party is required to provide indemnification pursuant to this Agreement, the indemnified party, at the indemnifying party’s expense will cooperate with the indemnifying party in the defense of any matters which are the subject of the indemnification; however, the indemnified party reserves the right to approve any settlement agreement in connection with any such matter that is not fully covered by applicable insurance. The indemnified party also reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party; but in that event the indemnifying party shall have no further obligation to indemnify with respect to that matter.

17. CHARGES

Customer agrees to pay for use of the NeonCRM System and for all additional services agreed upon in accordance with the prices set forth in the Proposal. If the number of records within Customer's database exceeds the monthly pricing tier chosen at signing, the Customer will be notified and the monthly pricing tier will be adjusted in accordance with the prices set forth in the Proposal. Customer will be notified and given the chance to reduce the number of records to remain in the current pricing tier if desired. Reoccurring and hourly charges are due within thirty days from the date Z2 Systems sent the invoice. Payment for all one-time projects and training are due seven days before services are rendered. Z2 Systems shall perform those services within ninety days of payment unless otherwise agreed upon between the Parties. Charges are non-refundable absent breach of this Agreement by Z2 Systems. All prices, statements, invoices, and charges are in United States Dollars (USD).

18. LATE CHARGES

Customer hereby acknowledges that late payment by Customer to Z2 Systems for services and other sums due pursuant to this Agreement will cause Z2 Systems to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any charges or other sums due from Customer are not received by Z2 Systems in accordance with paragraph 17, Customer shall pay to Z2 Systems a late charge equal to ten percent of such overdue amount. Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Z2 Systems will incur by reason of late payment by Customer. Said late charge represents only the costs incurred by Z2 Systems due to the delay in payment and in no way limits, but is concurrent with, Z2 Systems' other rights andremedies under this Agreement. The total past due amount of monies owed Z2 Systems under the terms of this Agreement shall bear interest from the past due date at a per annum interest rate equal to the lesser of ten percent per annum or the maximum rate allowed by applicable usury law. A zero balance on any subsequent invoice constitutes waiver of late charges by Z2 Systems. Failure to make payments sufficient to establish a zero balance for any two consecutive months is a material breach of this Agreement.

19. ESCALATION OF PRICES

All prices in the proposal shall increase by 3% on the first day of each January after acceptance of this Agreement. Failure by Z2 Systems to reflect the escalation of charges on the first applicable invoice in any one year constitutes a waiver of the escalation of charges for that year. In the event of waiver of escalation of charges in any year(s), Z2 Systems reserves the right to escalate the charges in any subsequent year to reflect the rate that should be charged pursuant to this paragraph had the rate increased each year.

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(c) By Customer upon ninety calendar days’ notice within Contract Term;

(d) By Customer upon notice at any time during the Notification Period of an amendment(s) to the Rules;

(e) By Customer upon notice of any breach of this Agreement by Z2 Systems. In the event of breach by Z2 Systems, Customer Data shall be made available to Customer for copying within seven calendar days of the termination notice and Z2 Systems shall make Customer Data available for copying by Customer for a minimum of twenty-three calendar days following the notice of breach.

(f) By Z2 Systems upon notice of any breach of this Agreement by Customer. Customer shall be responsible for and shall pay to Z2 Systems all amounts due and owing under this Agreement as of the termination date. In the event of breach by Customer, Z2 Systems may:

(i) Suspend Customer’s use and access to the NeonCRM System and Customer Data;

(ii) Suspend any other person’s use and access, including but not limited to any person using the NeonCRM System through Customer’s account with or without Customer’s authority, to the NeonCRM System and Customer Data;

(iii) Prevent the copying and export of Customer Data; and

(iv) Delete Customer Data stored in the NeonCRM System if Customer fails to cure the breach within thirty calendar days.

21. NOTICES

Notices required by this Agreement shall be sent by email. Notices to Z2 Systems shall be sent to sales@z2systems.com. Notices to Customer shall be sent to the email address(es) listed on page 11 of the Proposal. Either Party may update the email address for notification purposes at any time pursuant to the notice requirements of this paragraph. A sent confirmation is prima facie evidence that the notice was sent and all sent emails are deemed received twenty-four hours after the timestamp on the sent email.

22. CHOICE OF LAW

The laws of the State of Illinois shall govern this Agreement. Parties submit to the exclusive jurisdiction of Illinois courts to enforce this Agreement or any action relating to this Agreement. This agreement shall bind and be for the benefit of the Parties and their respective successors and assigns.

23. SEVERABILITY

If any provision of the Agreement is held invalid, the remainder or this Agreement shall not be affected.

24. WAIVER

The failure to insist upon strict enforcement of any of the provisions of this Agreement or instrument delivered pursuant hereto shall not be deemed to be a waiver of any such provision unless agreed upon in writing.

25. INDEPENDENT COUNSEL

Customer has been given the opportunity to consult with independent counsel and negotiate the terms of this Agreement prior to the effective date of this Agreement.

26. CONSTRUCTION

The paragraph headings are made part of this Agreement and are intended to aid in the interpretation of this Agreement, but in no way shall limit the content of the paragraphs. In the event of any ambiguity between this Agreement, the Rules, and the Proposal: the Rules shall supersede this Agreement and the Proposal; this Agreement shall supersede the Proposal.

20. TERMINATION OF THIS AGREEMENT

This Agreement may be terminated:

(a) By either Party upon thirty calendar days’ notice preceding any Anniversary Date;

(b) By a signed agreement between the Parties;

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Appendix A

Operating Rules

1. Customer agrees to use the NeonCRM System only for lawful purposes. Customer is responsible for any and all activities thatoccur under the Customer’s user accounts and shall abide by all the applicable local laws, state laws, federal laws, foreign laws,treaties, and regulations (collectively “Laws”). Customer shall take all reasonable steps to comply with the Laws including withoutlimitation those related to data privacy, international communications, and the exportation of technical and personal data. Customershall notify Z2 Systems within twenty-four hours of any potential Rights issues and use reasonable efforts to immediately stop anycopying or distribution of Content that may be subject to Rights issues.

2. Customer shall provide Z2 Systems notice of any changes to registration information with respect to Customer’s use of theNeonCRM System including but not limited to the identity, email addresses, and passwords of Customer’s authorized listadministrators within three business days of any such changes. Updates shall be sent to sales@z2systems.com. Upon request,Customer shall provide Z2 Systems with accurate and complete registration information within three business days of said request.

3. Customer is responsible for complying with the terms of any third party contracts, including but not limited to merchant accounts, thatrelate to its use of the NeonCRM System.

4. Customer shall notify its authorized users, that Z2 Systems is not responsible for and does not give any assurance to any person withrespect to the validity, value, usefulness, or accuracy of Content. Customer and any person using Customer’s account shall bear allrisk associated with any Content used on the NeonCRM System or in connection with services detailed in the Proposal. Customer may obtain the consent of its users by requiring perform sign-on procedures that confirm their agreement and acceptance of theseconditions.

5. Customer may not use the NeonCRM System to send unsolicited email (“Spam”). A sent email is Spam unless the email addresswas obtained by direct subscription (e.g. an opt-in checkbox). In the event Z2 Systems receives a Spam complaint, it mayimmediately suspend Customer’s account and require reconfirmation of subscription from each email address on the list in question.Unless otherwise agreed between the Parties, reconfirmation shall be made by sending a single email to each email address on thelist in question requesting an updated opt-in. All email addresses that do not reconfirm within seven calendar days shall be deletedfrom Customer Data stored on the NeonCRM System. Z2 systems shall not proceed with reconfirmation without Customer consent.However, reconfirmation must be completed within ten calendar days from the date Z2 Systems notified Customer of the Spamcomplaint. Additionally, Z2 systems shall comply with all Laws regarding Spam.

6. All communications utilizing the NeonCRM System must contain a valid Customer email address. Customer may not use theNeonCRM System to send email with an invalid “From” or Reply-to” address.

7. Customer must be responsive to all replies utilizing the NeonCRM System including unsubscribe requests. The NeonCRM Systemwill automatically include the unsubscribing section in the footer of email campaigns. Customer must respond to these unsubscriberequests within fourteen calendar days. Customer may not discard or delete any opt-out email until that email address has beendeleted from the Customer list(s).

8. Customer may not impersonate any person, including but not limited to a Z2 Systems agent, or communicate under any name oralias Customer is not entitled or authorized to use.

9. Customer and Customer’s users may not use the NeonCRM System to harass, threaten, embarrass, or otherwise cause distress toany person or entity.

10. Customer may not post or transmit Content on the NeonCRM System that is unlawful, sexually explicit, racially objectionable, orotherwise morally offensive, as determined by Z2 Systems in its sole discretion.

11. Z2 Systems may monitor Customer’s use of the NeonCRM System, including Content. Z2 Systems has the right, but not theobligation, to require Customer to remove any Content utilizing the NeonCRM System that Z2 Systems, in its sole discretion,determines to be harmful to its business reputation.

12. Z2 Systems may monitor any and all areas of the NeonCRM System to oversee compliance with this Agreement and the Rules.Customer will so inform its users that their use of the NeonCRM System constitutes consent to such monitoring.

13. Customer shall take all reasonable measures to ensure the security of the NeonCRM System. Customer shall notify Z2 Systemswithin twenty-four hours of any unauthorized password use, Customer account access, suspected security issues, or known securitybreaches.