rhythminnovations

Service Level Commitment

This Service Level Agreement (“SLA”), by and between Rhythm Industrials, Inc., a Delaware company d/b/a Rhythm Innovations and having a place of business at 13450 W. Sunrise Blvd., Suite 420, Sunrise, FL, 33323 US (“Rhythm”) and Customer and, sets forth certain terms and conditions relating to the performance of Rhythm pursuant to Master Software License, Implementation, Application Hosting, Maintenance and Support Services Agreement (the “Agreement”).
1. Definitions.
1.1“Disaster” means the unavailability of the System lasting more than 30 minutes to cause significant interruption of Rhythm Services.
1.2 “Outage” means the inability of users accessing the System. Outages shall be measured in minutes.
1.3 “Availability” means (i) Actual Uptime divided by (ii) Scheduled Uptime less Excused Downtime. For purposes of this Agreement, “Actual Uptime” means that CUSTOMER is able to access all features and functions of the System. Availability shall be measured in percent.
1.4 “Scheduled Uptime” shall mean twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five days a year. Scheduled Uptime shall be measured in minutes.
1.5 “Excused Downtime” shall include the following, which shall be measured in minutes:
(a) Within routine scheduled maintenance windows in accordance with Section 2;
(b) Due to unscheduled preventive (but not remedial) maintenance of which CUSTOMER has been reasonably notified;
(c) Due to a Force Majeure Event;
1.6 “System” shall mean Rhythm’s platform on its production (live) or backup environments.
1.7 “Severity” is the assessed possible risk or effect of a Problem impacting CUSTOMER business operations.
1.8 “Problem” shall mean any problem, inquiry or request relating to CUSTOMER System.
1.9 Problems shall be initially classified in accordance with the following Severity level classifications, as follows:
(a) Severity 1 : is a Problem that has a critical impact on CUSTOMER business, where the System is not available;
(a) Severity 2 : is a problem that has a moderate impact on CUSTOMER business, where System is available but it is impacting the use of a major System functionality;
(a) Severity 3 : is a problem that has minor impact on CUSTOMER business, where the System is available but it is impacting the use of a minor System functionality; and
(a) Severity 4 : is a problem that has no impact on CUSTOMER business, where the System is available but it is not impacting the existing System functionality.
1.10 “Help Desk Response Time” shall mean the time elapsed between the time Rhythm is contacted by a User via Phone or Email (“Start Time”) and Rhythm’s response to the User and/or CUSTOMER Project Manager via phone or email. It is understood that Help Desk Response Time may not include time required to rectify and/or resolve any problems identified.
2. Measurement and Reporting  
2.1 Rhythm’s trouble tickets are the only source for measurement of Outages. CUSTOMER agrees to contact Rhythm’s Help Desk to report problems so Rhythm can open tickets (“Trouble Tickets”) that reflect the begin time of Outage events. CUSTOMER may subsequently revise the beginning (start) time of the Outage if it subsequently learns that the problem occurred earlier. In addition, Rhythm will deploy mechanisms to detect Outage events and open trouble tickets. Outage end time is based upon CUSTOMER reasonable acceptance to the problem resolution as reflected in Rhythm’s trouble ticket. The duration of all Outage events for a month are added together to determine the actual cumulative hours of Outage for the subject month.
2.2 Service Level reports will be provided on a monthly basis, or as may be otherwise agreed by CUSTOMER in writing. Rhythm shall provide to CUSTOMER by the tenth (10th) day of each month following the month in which the data was collected. Monthly Performance Report which shall document Rhythm’s performance with respect to each Service Level during the previous month and explain deviations from the Service Levels, if any, including a plan for corrective action where appropriate.
3. MAINTENANCE
3.1 All scheduled maintenance of the System shall be performed by Rhythm only during standard maintenance window of 10 PM EST Friday and 10 PM EST Sunday. If the maintenance period is scheduled to be for more than 8 hours, CUSTOMER will be notified Two Weeks in advance and Rhythm will obtain written approval from CUSTOMER Project Manager.
3.2 If the System is not available during scheduled maintenance, Rhythm system shall (a) activate the backup System and (b) notify such unavailability and remedy such unavailability or as soon as practicable thereafter.
4. SERVICE LEVELS
4.1 Availability
The System’s Availability shall be at 99.9%.
4.2 Help Desk Response Time
(a) In no event shall the Help Desk Response time for any issue exceed the applicable response time set forth in the table below:
Severity Help Desk Response Time
Severity 1 Within 60 minutes of the Start Time.
Severity 2 Within 2 hours of the Start Time.
Severity 3 Within 24 hours of the Start Time.
Severity 4 Within 48 hours of the Start Time.
(b) For Severity 1 and 2, Rhythm shall work continuously (24 x7) until resolution is achieved. For Severity 3 and 4, Rhythm shall use Best Efforts to timely resolve any problems identified within ten (10) business days. Best Efforts means commercially reasonable efforts to resolve the Severity 3 or 4 issues in light of the business need.
4.3 Disaster Recovery and Restoration
In case of a Disaster, the stand-by system will be activated within 30 minutes of system unavailability. This service level is valid only for domains managed by Rhythm.
5. CONTINUOUS IMPROVEMENT IN SERVICE LEVELS
Rhythm shall host quarterly reviews with CUSTOMER and shall present its analysis of the performance trends and recommendations to improve performance reduce cost and increase value to CUSTOMER. The Parties agree that there shall be continued improvement in the Service Levels over time with the specific adjustments to be mutually agreed upon.