MASTER SERVICE AGREEMENT

The purpose of this Agreement (hereafter referred to as the “Agreement”) is to set forth and define an arrangement under which RhythmQ Inc. will provide Software as a Service (“SAAS” or “Service”) for the benefit of the Customer as set out in the accompanying Proposal or Purchase Order.

As a service, the standard SAAS Agreement with RhythmQ Inc. is provided below. By using our SAAS you are explicitly agreeing to all of the following terms and conditions. Subject to the following terms and conditions of this Agreement, RhythmQ Inc. will provide SAAS for Customer.

1. SPECIFICATIONS

RhythmQ Inc. agrees to provide Customer with SAAS as defined by the signed Proposal.

1.1 Services Definitions

“Confidential Information” means RhythmQ Inc. Confidential Information and Customer Confidential Information.

“Software” shall mean the Software or Program(s) to be provided by RhythmQ Inc. to Customer under this Agreement.

“Services” shall mean the services to be provided by RhythmQ Inc. to Customer under this Agreement. A complete list of services provided may be found in the signed Proposal documents.

“SAAS” shall mean both the Software and the Services provided by RhythmQ Inc. to Customer as described by the Specifications.

“Subscription Fee” shall mean the reoccurring fee paid to RhythmQ Inc. as compensation for continued use of the SAAS.

“Support Services” shall mean any help, support, setup, installation, or other assistance as described by the Specifications.

“Consulting Services” shall mean any additional services as described by the Specifications.

“Source Code” shall mean the readable forms together with make and build files that provides for this SAAS.

“Delivery” shall mean the SAAS as transmitted by RhythmQ Inc. to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications.

“RhythmQ Inc. Materials” shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.

1.2 Services Provisions

Rights and License Granted

Under RhythmQ Inc.’s SAAS Agreement, Customer shall have no rights or license to the Software or Services other than as set out in this Agreement. Likewise RhythmQ Inc. shall have no right or claim over the Customer’s Domain Name and Customer’s content. Customer acknowledges that through its subscription payments to RhythmQ Inc. it is granted access to the Software and Services. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends in the event of the occurrence of one of the following events : 1) Customer fails to make a subscription payment in accordance with the terms set forth in Section 3 of this Agreement; 2) Customer violated the Terms and Conditions (as in Exhibit A) and has failed to cure any purported violation after receiving written notice of the violation from RhythmQ Inc. or 3) Customer cancels its subscription with a 30-day written notice and Customer’s account is paid in full, provided that the obligation to pay shall be governed in accordance with paragraph 1.3 below.

Limitations to Rights and License

At no time will Customer hold title to or ownership of any of the SAAS, RhythmQ Inc. Data or Source Code or any RhythmQ Inc. Materials provided to Customer during the term of this Agreement.

1.3 Term

The term of this Agreement shall commence on the day of production launch of the system, and shall remain in effect for one year, subject to earlier termination as provided herein. This Agreement can be renewed for successive twelve (12) month Terms by the Customer.

1.4 Termination For Cause

Without prejudice to any other rights and remedies to which the parties may be entitled, either Party may terminate this Agreement for cause without liability to the other with thirty (30) days written notice to the other party: (i) for material breach of this Agreement, granted the breached party provides notice of the breach in its intent to terminate, and the breach remains uncured for that thirty (30) day period; or (ii) in the event either party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, liquidation that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors and (a) results in RhythmQ Inc.’s inability to provide access to or support the Services, or (b) results in the Customer’s failure to meet its payment obligations as set forth in this Agreement. In addition, Customer may terminate this Agreement immediately or upon the later date set forth in its notice of termination: (i) if Customer objects to any proposed assignment of this Agreement by RhythmQ Inc.; (ii) if there exists a series of material breaches that are cured within the permissible periods, and/or a series of non-material or persistent breaches by RhythmQ Inc. that in the aggregate have an adverse impact on the provisions or use of SAAS and/or Customer’s business, it being understood that any such termination by Customer pursuant to this provision shall be deemed to be a termination for cause but with no right to cure.

1.5 Action On Termination

In the event of any termination of the Agreement, Customer shall pay to RhythmQ Inc. all Fees, expenses for any work performed or Services provided prior to the date of the notice of termination, and other amounts owed through and including the date of termination. Any pre-paid amounts for Services to be performed by RhythmQ Inc. after the date of termination shall be promptly refunded to Customer. Upon termination, each party will promptly return to the other party its Confidential Information.

1.6 Transitional Services

RhythmQ Inc. shall cooperate with Customer and shall assist Customer orderly migration of all Customer Data and Customer Work Product held or maintained by RhythmQ Inc. in such media or format(s) that is usable to Customer and/or another services provider. RhythmQ Inc. may bill the Customer for any such transitional service. The quality of the SAAS and RhythmQ Inc.’s performance of its obligations shall not be degraded in any manner during the Transitional Services period. The term of the Agreement shall not be deemed to have expired or terminated until the Transitional Services have been completed. The parties agree to work together in good faith to complete the Transitional Services as soon as reasonably practical and no later than forty-five (45) days following the expiration of the Agreement or earlier termination. As part of Transitional Services, RhythmQ Inc. shall provide such information as Customer may reasonably request relating to its usage of the SAAS.

1.7 Renewal by Customer

This Agreement can be renewed for successive twelve (12) month Terms by the Customer. Renewal of Services by Customer indicates Agreement to any commercially reasonable contract revisions, and price changes, provided that any such revisions or price changes shall be communicated by RhythmQ Inc. no later than sixty (60) days prior to the yearly renewal date.

1.8 SAAS Customization

Customer assumes all responsibility to review all features included in the Proposal prior to signing this Agreement.

1.9 SAAS Support and Upgrade

All support and upgrades for the SAAS shall be conducted under the Service Level Agreement (“SLA”), as defined in Exhibit A.

2. END-USER PRICING AND SERVICES COMPENSATION

End-User pricing (yearly licensing fee) shall remain fixed for a period of twelve (12) month. Any change to End-User pricing will be communicated by RhythmQ Inc. no later than sixty (60) days prior to the yearly renewal date. End-User Pricing is subject to change at the sole discretion of RhythmQ Inc..

3.  TERMS OF PAYMENT

Terms of payment is (45) days upon receipt of invoice. RhythmQ Inc. reserves the right to revoke any credit extended if payment is in arrears for more than sixty (60) days.

Subscription (license) payment plus consulting, setup and configuration charges, if any, shall be due in advance of any service provided.

4. PROPRIETARY INFORMATION

Proprietary information exchanged hereunder shall be treated as such by the parties. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to decompose, disassemble, decode, or otherwise reverse engineer any RhythmQ Inc. program, code, or technology installed or delivered to Customer or any portion thereof. The parties agree not to transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; or sublicense or allow use of any materials or use of any provided services to any third party without written permission from RhythmQ Inc.; and use any Materials or Services in any way not intended or expressly provided for by this Agreement.

5. CUSTOMER INFORMATION CONTENT

RhythmQ Inc. has no interest in or claims over the Customer Domain name or Customer content and will neither monitor nor will it exercise any control whatsoever over the content of the information passing through the software, network, email, or web site other than as set out in this Agreement and any attachment to this Agreement.

6. WARRANTIES

6.1  Services

RhythmQ Inc. represents, warrants and covenants to Customer that it will perform all Services hereunder in a proper and workmanlike manner, and that the Services will be performed substantially for 12 months from the Service Start Date. RhythmQ Inc.’s entire liability and RhythmQ Inc.’s exclusive remedy for any breach of this warranty shall be for RhythmQ Inc., at RhythmQ Inc.’s option, to: (i) at its own expense, re-perform the Services within a reasonable time such that they comply with the warranty; (ii) replace the Services; or

(iii) allow the Customer to terminate the Agreement, in which case Customer shall return RhythmQ Inc. Confidential Information, and other RhythmQ Inc. materials to RhythmQ Inc., and the Agreement shall terminate, in event of which RhythmQ Inc. shall refund unused portion of the Subscription Fees under this Agreement. The warranty will not apply to the SAAS if there is a failure of the SAAS or any part thereof

which is attributable to the gross negligent, willful or wanton act or omission of Customer directly resulting in: (i) inappropriate or unauthorized use of the SAAS, or (ii) misuse or abuse of the SAAS.

6.2  Infringement

RhythmQ Inc. warrants that the SAAS will not infringe upon or misappropriate any United States, Canada, or International registered copyright, trademark or patent, nor the trade secrets of any third person.

RhythmQ Inc. will defend Customer against any third party action against any such infringement of SAAS, and shall pay any costs and damages that are finally awarded against Customer resulting from such action, subject to Customer promptly notifying RhythmQ Inc. in writing of any such action. RhythmQ Inc. will not defend Customer, however, if the claim of infringement is caused by: (i) Customer’s misuse of the services; (ii) Customer’s modification of the Services without RhythmQ Inc.’s prior written consent; (iii) Customer’s failure to use corrections or enhancements made available by RhythmQ Inc.; or (iv) Customer’s use of the SAAS in combination with any product or information not owned, developed or recommended in writing by RhythmQ Inc..

If the SAAS are, or in RhythmQ Inc.’s opinion are likely to be, held to be infringing, RhythmQ Inc. shall at its expense and option either: (i) procure the right for Customer to continue using the SAAS; (ii) replace the SAAS with a non-infringing equivalent; (iii) modify the SAAS to be non-infringing; or (iv) have the right to terminate the Agreement, in which event, RhythmQ Inc. shall refund to Customer unused portion of the Subscription Fees under this Agreement.

6.3 Compliance With All Laws

RhythmQ Inc. will perform its obligations in a manner that complies with all Laws: (i) applicable to RhythmQ Inc. and RhythmQ Inc.’s business, activities, RhythmQ Inc.’s facilities and the provision of Services hereunder, including Laws of any country or jurisdiction from which or through which RhythmQ Inc. provides the Services or obtains resources or personnel to do so; and (ii) applicable to Customer and Customer’s affiliates, only to the extent that Customer notifies RhythmQ Inc. of the specific requirements of such Laws in writing. “Laws” shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, including any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self-regulatory organization by which any party may be bound, including the Laws of each and every jurisdiction applicable to Customer, RhythmQ Inc., this Agreement and the performance of the Services.

6.4 No Duty to Customer’s Users Not Directly Contracted with RhythmQ Inc.

RhythmQ Inc. shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the SAAS provided to Customer by RhythmQ Inc.. Third parties shall include, but are not limited to: RhythmQ Inc.’s contractors, Customer’s contractors, Customer’s customers, Customer’s clients or any third party not directly contracted with RhythmQ Inc. for SAAS and SAAS Support.

7. INSURANCE

RhythmQ Inc. shall maintain, through the term of this Agreement, at its own expense, the types and minimum amounts of insurance coverage reasonably required for all Software and Services being provided. All insurance carried or required to be carried by RhythmQ Inc. shall be with insurers qualified to do business in the state where the Services are managed and supported. The coverage under RhythmQ Inc.’s insurance shall be primary, and any other insurance available to or carried by Customer shall be non-contributory or excess. RhythmQ Inc. shall provide written notice to the Customer within five (5) business days of any knowledge of any cancellation, termination, or non-renewal of the insurance coverage by RhythmQ Inc.. Any errors, omissions or misrepresentations by RhythmQ Inc. that may invalidate coverage to RhythmQ Inc. shall not prejudice Customer’s rights under the aforementioned insurance required of RhythmQ Inc..

8. TRADEMARKS

Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this SAAS.

9. TRANSFER OF AGREEMENT

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of RhythmQ Inc. which shall not be unreasonably withheld. In the event that Customer contemplates a whole or partial sale of Customer’s business, ownership change, or change in jurisdiction, Customer shall notify RhythmQ Inc. by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.

10. DISPUTES

Any dispute that cannot be resolved by mutual discussion shall be determined by way of Arbitration according to the Laws of the Province of Ontario. This Agreement will be governed and determined in accordance with the laws of Ontario and Canada and the Courts in Ontario will have exclusive jurisdiction over all matters.

11. INDEMNIFICATION

Customer shall indemnify and hold RhythmQ Inc. harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against RhythmQ Inc. directly or indirectly arising from or in connection with Customer’s marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.

RhythmQ Inc. shall indemnify and hold Customer harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Customer directly or indirectly arising from any breach of this Agreement by RhythmQ Inc. unless the actions were caused by the Customer’s gross negligence or intentional misconduct.

12. PRIVACY AND SECURITY

RhythmQ Inc. acknowledges that Customer Data may include “Personally Identifiable Information” which shall mean any and all information provided by Customer and/or any and all information collected by RhythmQ Inc. for Customer (i) that identifies, or when used in combination with other information provided by Customer or processed by RhythmQ Inc. on behalf of Customer identifies, an individual, or (ii) from which identification or contact information of an individual person can be derived. Personally Identifiable Information can be in any media or format, including computerized or electronic records as well as paper-based files. Personally Identifiable Information includes, without limitation, a person’s name, home and work contact information, email address, social security number, social insurance number, or other government-issued identifier, and all information about the individual’s relationship with Customer (such as compensation and benefits information, education, training and professional qualification data, job information, health and disability data, products and services purchased data, products and services usage data, etc.). Additionally, to the extent any other information (such as, but not necessarily limited to, biometric information) is associated or combined with Personally Identifiable Information, then such information also will be considered Personally Identifiable Information and shall treat it as such. Without limiting any other provision in this Agreement, RhythmQ Inc. shall comply with all applicable current and future Laws relating to data privacy, personal data, and data protection.

RhythmQ Inc. shall use best efforts to maintain security in the performance of the Services and in regard to any Customer Data that contains Confidential Information, including Personally Identifiable Information. RhythmQ Inc. shall use best in class encryption technologies for transmitting and storing Personally Identifiable Information. RhythmQ Inc. also agrees to employ best in class network security techniques including firewalls, intrusion detection, and authentication protocols in its provision of the Subscription Services.

RhythmQ Inc. reserves the right to change or modify these procedures for commercially reasonable purposes, but at all times will maintain best in class security in the performance of the Services and in regards to any Customer Data that contains Personally Identifiable Information.

12.1 Security Requirements

RhythmQ Inc. has and at all times shall maintain an information security program that includes administrative, electronic, technical, physical and other security measures and safeguards reasonably designed, at a minimum, to: (a) ensure the security and confidentiality of all Customer Confidential Information (specifically including Customer Data); (b) protect against any unauthorized access to or use of such Customer Confidential Information; (c) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information; (d) limit access to Customer Confidential Information to only RhythmQ Inc. personnel who have a reasonable need for such information; (e) instruct all persons who have access to Customer Confidential Information of the necessity to maintain the confidentiality of the Confidential Information; and (f) ensure the proper, secure and lawful disposal of Customer Confidential Information within its possession or control. If RhythmQ Inc. has access to any Customer Personally Identifiable Information, without limiting RhythmQ Inc.’s obligations hereunder, at a minimum, RhythmQ Inc. agrees that all employees and authorized contractors with access thereto will, prior to performing Services hereunder, have undergone background investigations, including education, Social Security number verification, employment, and criminal checks as deemed reasonably necessary by Customer and in accordance with RhythmQ Inc.’s standard screening practices. Customer will have the right to require RhythmQ Inc. to certify in writing that any and all such individuals meet these criteria. In no event shall RhythmQ Inc. use to perform the Services any individual whose background investigation has disclosed an invalid Social Security number, illegal immigration status, or a felony conviction or pending proceedings related to a criminal offense involving dishonesty, breach of trust, money laundering or violence. RhythmQ Inc. will conduct quarterly internal and external vulnerability scans of the Software and Subscription Services, as applicable, upon Customer request to ensure the public web servers and VLANs stay secure over time. RhythmQ Inc. will either itself correct or work with the applicable hosting provider to resolve critical and high vulnerabilities found in such scans. Customer should be notified if critical or high vulnerabilities cannot be resolved within thirty (30) days from the date of discovery of such vulnerability.

13. CONFIDENTIALITY

Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other party’s Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other party’s Confidential Information, or (v) is a public record under applicable laws, or (vi) is required to be produced by a subpoena or court order, subject to the terms of this Section. Customer will maintain the confidentiality of all RhythmQ Inc. Confidential Information, and RhythmQ Inc. will maintain the confidentiality of all Customer Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Customer Data shall be deemed RhythmQ Inc. Confidential Information for purposes of this Agreement and the protections and requirements set forth herein. Except as necessary to perform the Services and except where Customer has given its express written consent, RhythmQ Inc. shall not (i) authorize or release materials that make reference to or explain the terms, conditions or existence of Customer’s engagement hereunder, (ii) use the Customer’s name, trademarks, trade names, logos or make reference to Customer in any way in RhythmQ Inc.’s marketing or sales materials, websites, customer lists, or in discussions with RhythmQ Inc.’s customers, prospective customers, and industry/financial analysts, or (iii) advertise or otherwise disclose or publicize this Agreement, its terms, or RhythmQ Inc.’s affiliation with Customer under this Agreement.

14. GENERAL

14.1 Agreement Authorized

Each party represents to the other party that: (i) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly, (A) require the consent, approval, or action of, or any filing or notice to (collectively, “Consents”), any corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have not already been obtained, (B) violate the terms of any instrument, document or agreement to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or (C) violate any order, writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to it.

14.2 Entire Agreement

Notwithstanding anything to the contrary in this Agreement, this Agreement and any Statement of Work, Proposal shall only be considered effective when executed by each party to this Agreement or such Statement of Work. Except as otherwise expressly stated herein, this Agreement, including the Statement of Work and / or Proposal and any other exhibits attached hereto, contains the entire agreement between the parties as to the subject matter hereof and fully supersedes all prior understandings, written or oral, between the parties regarding such subject matter. This Agreement may not be modified or amended except by a written instrument executed by both parties.

14.3 Force Majure

Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, or terrorist events; provided, however, that no force majeure event shall excuse either party from performing its obligations under this Agreement unless the party seeking to be excused from performance: (i) provides the other party written notice of such cause promptly; (ii) uses its commercially reasonable best efforts to correct such failure or reduce the delay in its performance; and (iii) followed commercially prudent standards for mitigating the risk associated with such event, in light of the severity of damages such event could cause the other party, including, without limitation, maintaining adequate human resource procedures to reduce reliance on certain employees or contractors. Neither party’s performance shall be excused for more than thirty (30) calendar days for a force majeure event.

14.4 Independent Contractor

The parties acknowledge that RhythmQ Inc. shall perform its obligations hereunder as an independent contractor. The manner and method of performing such obligations shall be under RhythmQ Inc.’s sole control and exclusive discretion; Customer’s sole interest being in the result of such obligations.

RhythmQ Inc.’s employees, contractors and subcontractors performing the Services (collectively, “Consultants”) and any other employees and agents of RhythmQ Inc. are not employees or agents of Customer or the Customer Group, and shall have no authority to bind Customer by contract or otherwise. Nothing contained herein shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties. Moreover, RhythmQ Inc. shall be solely responsible for, if applicable, the payment or provision of any compensation, federal, state and local payroll taxes, workers’ compensation and unemployment compensation coverage, disability benefits and all such legal obligations of its Consultants.

14.5 Waiver

No failure to exercise and no delay in exercising any right, remedy, privilege, or power under or pursuant to this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, privilege, or power provided for under or pursuant to this Agreement by either party hereto preclude or limit such party from any other or further exercise thereof or from pursuing any other right, remedy, privilege, or power available pursuant to this Agreement, at law, in equity, or otherwise.

14.6 Notices

Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered in person, via overnight mail, via facsimile with confirmation, via electronic mail with confirmation, or mailed via United States or Canada certified or registered mail, return receipt requested, postage prepaid, and shall be addressed to the parties at their respective addresses set forth below. Either party may change its address for notices by a notice given in the manner set forth in this Section.

14.7 Remedies

Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.

14.8 Severability

If any of the provisions of this Agreement or the Proposal or any portion thereof shall be held invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable this entire Agreement or the Proposal, but rather this Agreement or the Proposal will be construed as if not containing the particular invalid or unenforceable provisions or portion thereof, and the rights and obligations of the Parties hereto will be construed and enforced accordingly.

14.9  Successors

This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement).

14.10 Assignment

RhythmQ Inc. may, without Customer’s consent, assign this Agreement to any corporate Affiliate of RhythmQ Inc. that can supply and/or provide the Services upon the same terms and conditions as agreed upon by RhythmQ Inc.; however, RhythmQ Inc. agrees to provide advance written notice to Customer of any such assignment. Customer may assign its rights and obligations under this Agreement upon written notice to RhythmQ Inc..

14.11 Construction

The term “including” and its derivatives (such as “include” and “includes”) shall be construed as meaning “including, but not limited to” or “including, without limitation.” Defined terms in this Agreement shall be deemed to include their respective derivatives so as to give due and proper intended meaning within the context of their usage. Unless otherwise specified, whenever approvals or consents are required or permitted, such approvals or consents shall be determined in good faith and shall not be unreasonably withheld or delayed. Words importing the singular include the plural and vice versa and words importing gender include all genders.

EXHIBIT “A” – SERVICE LEVEL AGREEMENT

1.  System Availability

RhythmQ Inc. shall make every effort to ensure that the service is available 99% of time.

2.   Client Support

The Customer shall have access to technical support available during normal business hours to respond to inquiries, content updates and defect reports (“customer support”).

RhythmQ Inc. shall respond to an incident and provide estimated time to resolution within 4 business hours.

Customer will not be billed for customer support.

3.  Backup & Restore

RhythmQ Inc. shall perform regular data backup. Requests for data restore by the customer will be offered as part of Client Support.

TERMS AND CONDITIONS

1.  Right to Service

RhythmQ Inc.’s service will be provided on an “as is, as available” basis. Further, RhythmQ Inc. provides no warranty, written, expressed, or implied, for any Web Hosting and Email services provided, including, without limitation, warranty of the merchantability and warranty of fitness for a particular purpose. This expressly includes any reimbursement for losses of income due to disruption of service by RhythmQ Inc. or its providers beyond the fees paid to RhythmQ Inc. for services.

Use of any information obtained by way of RhythmQ Inc. is at User’s own risk, and RhythmQ Inc. specifically denies any responsibility for the accuracy or quality of information obtained through its services.

RhythmQ Inc. makes no warranty, written, expressed or implied of any guaranteed uptime, or that the service will function at a reliable level based on past performance.

RhythmQ Inc. is not responsible for any damages arising from Customer’s or Customer’s Users’ use of RhythmQ Inc.’s Services or by any inability to use the Web Hosting and Email services for any reason.

2. Limit of Liability

RhythmQ Inc. shall not be liable for any content posted, opinions expressed, or actions taken by any of the Users of RhythmQ Inc. services. Any conduct that violates the laws, regulations, or the accepted norms of the Internet community or the community standards in which the User lives, whether expressly mentioned in this Agreement or not, is strictly prohibited. RhythmQ Inc. reserves the exclusive right to prohibit any activities that it deems will adversely affect its commercial reputation or goodwill, endanger its network, impact its Customers, or expose it to liability or tort.

3.  Misuse of System Resources

It is a violation for anyone who, including but not limited to, employs posts or programs that consume excessive CPU time, server memory, or storage space; permits the use of mail services, mail forwarding capabilities, POP accounts, or auto-responders other than for their own account; or resells access to CGI scripts installed on RhythmQ Inc. servers. RhythmQ Inc. reserves the right to immediately and without notice to the User, terminates any service or process that uses a disproportionate amount of any system resources.

4.   Potentially Tortuous or Illegal Conduct

The following shall be construed as violations of this Agreement and may result in suspension or deletion of a Customer’s Users’ account or in Termination of this Agreement.

1. RhythmQ Inc. products and services may only be used only for lawful purposes. Transmission, distribution, or storage of any material in violation of any applicable law or regulation is strictly prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret, or other intellectual property right used without proper authorization, or material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Non-acceptable content or links may include, but are not limited to: Pirated software, Hackers’ programs or archives, Warez, Game Mods or Patches, Irc Bots, Chat Sites/Servers, Pornography and Adult Content, TGP, or any other file or media deemed by RhythmQ Inc. to be illegal or for which Customer or Customer’s Users do not have the legal right to use, post, or otherwise store on RhythmQ Inc.
2. No one shall post defamatory, scandalous, or private information about a person without their consent or with intention to inflict emotional distress, or post any information that violates any rightful trademarks, copyrights, or other intellectual property
3. Sending unsolicited email messages (“Spam”) from or through RhythmQ Inc.’s servers, including, without limitation, commercial advertising or informational announcements, shall be RhythmQ Inc. reserves the right to terminate this Agreement and any other accounts under Customer’s account if RhythmQ Inc. determines that unsolicited mass email has occurred or if RhythmQ Inc. receives complaints that unsolicited email messages have been sent from Customer’s account.
4. Engaging in any of the foregoing activities using the service of another provider, but channeling such activities through a RhythmQ Inc.-provided server, or using a RhythmQ Inc.-provided server as a mail drop for
5. Any unauthorized distribution or copying of copyrighted material, violations of Canadian export restrictions, harassment, fraud, dealing in contraband, and other illegal activities, or dealing in content and material that has been deemed illegal in the User’s community, province, or
6. Falsifying any User information provided to RhythmQ Inc. or to other Users of the service in connection with the use of a RhythmQ Inc.

5.   System and Network Security

Violations of system or network security are strictly prohibited, and may result in criminal or civil liability. Examples include, but are not limited to: allowing unauthorized access, use, probe, or scan of any RhythmQ Inc. system, security, authentication measures, data or traffic; interference with service to any User, host or network, mail bombing, flooding, or attempts to overload a system or broadcast attacks. Customer’s or Customer’s Users shall not engage in forging of any TCP-IP packet header, email headers, or any other information provided or passed through RhythmQ Inc. Systems or Network at any time.

6.  Domain Name Agreements, Restrictions, and Transfer Policies

Under ICANN policy, RhythmQ Inc. is prohibited from allowing the transfer of domain name Registrars during the first sixty (60) days after initial registration of the domain name. This applies to ALL domain names, regardless of where they are purchased. Domain names cannot be transferred to or from RhythmQ Inc.’s system within this period. Beginning on the sixty-first (61st) day after the initial registration, the procedures for transferring domain names can be completed without restriction. The full ICANN policy concerning domain name registration can be found at ICANN.ORG.

7.  Domain Name Transfer Notifications

RhythmQ Inc. does not guarantee that all domain name transfers or updates to DNS records, MX records, Aliasing Records, URL forwarding, domain name forwarding or other Registrar or DNS-related service or product will succeed.

8.  DNS Information

RhythmQ Inc. shall not be responsible for updating any of the DNS records or entries for transferred domain names. Customer shall have sole responsibility for ensuring that all relevant DNS entries for domain name(s) are correct. Fees paid for transferred domain names are not refundable if the transfer fails for any reason. This may include, but is not limited to: timeouts resulting from a delay in owner or registry approval, incorrect contact information in the WHOIS record, or attempted transfers of domains that are not transferable for any other reason.

9.  Consequences of Violation

If RhythmQ Inc. becomes aware of an alleged violation of any of the terms contained in this Agreement, or any other policy that has been posted on its web site, made available to Customer via email, or posted in any other form, RhythmQ Inc. shall initiate an investigation. During the investigation, RhythmQ Inc. may restrict Customer or Customer’s Users’ access to RhythmQ Inc. products and services in order to prevent further possible unauthorized activity. RhythmQ Inc. may, at its sole discretion, restrict, suspend, or terminate Customer’s account without notice or refund, or pursue civil remedies as it deems necessary. RhythmQ Inc. shall notify the appropriate law enforcement department of any such violations. RhythmQ Inc. shall not be responsible for any payment, refunds, or compensation in any way for service disruptions or termination resulting from violations of this Agreement.