Updated: July 13, 2022
If Customer engages RMG Enterprise Solutions, Inc. dba Korbyt (“Korbyt”) for the provision of Professional Services, the parties acknowledge and agree to these Professional Services Standards (these “Standards”) which shall supplement the Agreement. In the event of any conflict between these Standards and the Agreement, these Standards shall prevail.
1. Scope and Retention.
Korbyt hereby agrees to provide the professional services (including any training and implementation services) (collectively, “Professional Services”) indicated on any Scope of Work or Statement of Work (each, an “SOW”), any Order Form (an “Order”), or other written document (such as a “Description of Professional Services” on an Order) in exchange for the fees set forth therein (“Professional Services Fees”). Korbyt shall not be obligated to perform any Professional Services until both Parties have mutually agreed upon an SOW or Order with respect to such Professional Services.
2. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
“Agreement” means the agreement, including any standard terms and conditions on an Order, entered into by and between Korbyt and the Customer pursuant to which Korbyt provides Services to Customer.
“Customer” means the non-Korbyt party to the Agreement.
“Business Day” means a contiguous block of 8 hours within the 9 hour period between 8:00 a.m. and 5:00 p.m., CST, Monday through Friday, excluding Korbyt Holidays.
“Korbyt Holidays” means New Year’s Day, Martin Luther King Jr.’s Birthday, President’s Day, Good Friday, Memorial Day, Juneteenth Day, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving Day, and Christmas Day. Additionally, Korbyt may designate up to two additional days per calendar year as Korbyt Holidays.
“Media Player” means a computer device for the purpose of displaying rich media, graphically oriented communication. Media Player may refer to just the software or the combination of the Korbyt’s software and hardware.
3. Performance of Professional Services.
a. Customer and Korbyt agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.
b. Korbyt will perform the Professional Services through qualified employees and/or non-employee contractors of Korbyt (“Subcontractors” and together with Korbyt’s employees for the purposes of these Standards, “Professional Services Personnel”).
c. Customer will (i) timely cooperate and provide all assistance and access to resources reasonably required by Korbyt to perform the Professional Services, (ii) provide a reasonable work environment if the Professional Services are performed on Customer’s premises, (iii) permit Korbyt to control and/or operate all facility controls, systems, apparatus, equipment and machinery necessary to perform the Professional Services; (iv) furnish Korbyt with all information, approvals, permits and consents from government authorities and others as may be required for performance of the Professional Services, except for those Korbyt has expressly agreed in writing to obtain; (v) notify Korbyt promptly of any site conditions requiring special care, and provide Korbyt with any available documents describing the quantity, nature, location and extent of such conditions; (vi) be solely responsible for, and assume the risk of, any problems resulting from the content, accuracy, completeness and consistency of all data, materials, information and other resources supplied by Customer; and (vii) be solely responsible for its data, including electronically stored data (e.g., data backup, security and virus protection) (collectively, “Assistance”). Korbyt, including its Subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of Customer, including, but not limited to, Customer’s failure to provide Assistance as required hereunder.
d. In performing the Professional Services, Korbyt will utilize Professional Services Personnel as it deems necessary. Korbyt may replace Professional Services Personnel in its normal course of business, provided that Korbyt will be responsible for the performance of Professional Services by all Professional Services Personnel.
e. Korbyt will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services.
4. Change Orders.
The Professional Services to be provided under that SOW or Order may only be changed through a change order mutually executed by the Parties (“Change Order”).
5. Services Delivery Delays.
Korbyt reserves the right to delay the provision of Professional Services for any of the following reasons to the extent caused by Customer:
a. Data source(s) have not been configured;
b. Display media equipment cabling is incomplete;
c. Power has not been provided for the display media;
d. Displays are not mounted on the walls;
e. Network connections are not configured or complete;
f. Minimum Hardware/Software requirements are not met or ready for use; and
g. Details of the information to show on the display media are not available.
6. Risk Factors.
The following risk factors may be present which impact solution delivery timelines and budget if not properly mitigated:
a. Network connectivity has not been verified including firewalls, ports and download speeds.
b. Hardware reliability concerns.
c. Environmental concerns.
d. Access to environment for remote server configuration.
7. Work Schedule.
a. Professional Services may be performed both on-site and/or off-site of Customer premises.
b. Korbyt performs a minimum of 4-8 hours of project planning off-site prior to commencement of any Professional Services.
8. Completion.
The applicable Professional Services project is deemed complete upon Korbyt’s notification to Customer that all Professional Services described in the applicable SOW or Order have been delivered. Customer has 5 days to notify Korbyt in writing of any material deficiencies with the Professional Services. If Customer does not provide such written notice the applicable project will be deemed complete as of the date of Korbyt’s original notification to Customer.
9. Fees and Payment.
a. Customer will pay all fees and charges for Professional Services specified in the SOW or Order, and in accordance with the Standards.
b. Professional Service fees will be invoiced on a (i) fixed price basis in advance of performance, or (ii) time and materials basis, which will be invoiced monthly.
c. Customer will reimburse Korbyt for reasonable travel, food, lodging, communications, and out-of-pocket expenses incurred in conjunction with providing the Professional Services, and any applicable shipping charges.
d. On-site Professional Services are provided at a minimum of eight hours per day.
e. Remote Professional Services are provided at a minimum of four hours per day.
f. Except as otherwise stated in the SOW or an Order, Professional Services performed on (1) Korbyt Holidays, or (2) other than during the Business Day are performed at an hourly rate of 200% of normal rates, subject to availability.
10. Professional Services not in Scope.
Unless otherwise agreed to in the SOW or Order, the following are not included with Professional Services:
a. Content migration from any predecessor system to Korbyt including rebuilding folder structures or player names;
b. Creative design or layout changes;
c. Data integrations or changes to data processing not described in the SOW;
d. Data cleansing and validation of external system data;
e. Solution documentation, user manuals, or network architecture diagrams;
f. Provisioning of power or ethernet/network connectivity;
g. Troubleshooting any customer network issues uncovered during the Professional Services;
h. Third party installation or maintenance/support of third-party services;
i. Single Sign On or Azure AD implementation;
j. Support or services related to the setup of https certificates on the Korbyt server application VM or physical server or on the Media Players.
11. Creative Services not in Scope.
If the Professional Services include Korbyt’s creative services (the “Creative Services”), then the parties agree that unless otherwise agree to in the SOW or Order, the following are not included in such Creative Services:
a. Design and stylization of the overall look, including background imagery, usage and placement of logos, company colors and icons;
b. Design and stylization of data, based on available data fields from the established data source for each group;
c. Legacy data source configuration;
d. Data that is not readily available from the data source;
e. Layouts and/or predefined templates for additional internal communication messaging;
f. Content scheduling automation;
g. Playlists and publishing;
h. Stylization of time and date data;
i. Interactive or navigable Content (Kiosks);
j. RSS feed configuration;
k. Video Wall content;
l. Wayfinding or mapping content;
m. Cafeteria menus;
n. Door and meeting rooms displays;
o. Social feed configuration;
p. Custom CSS or JavaScript coding;
q. Custom graphic design and clean-up work for logos, graphic files and videos;
r. Transcoding or reformatting videos;
s. Ongoing content creation;
t. OnTarget configuration;
u. Training; and
v. Source files for any creative content.
12. Responsibilities of the Parties.
The following lists the responsibilities of Customer and Korbyt, to the extent applicable with respect to Professional Services:
a. Customer Responsibilities:
i. Ensure all Media Players are equipped with network and power;
ii. Ensure all data sources are configured and in proper working order;
iii. Allow network traffic on port 443 to allow access to the Korbyt server;
iv. Inform Korbyt immediately of any delays. A Change Order will be required to accommodate any delays; or special requirements that Korbyt must address before performing Professional Services;
v. Assist Korbyt Professional Service Personnel with determining the visual output so certain elements are designed properly and in accordance with Customer’s corporate colors, logo, data, messages, etc.;
vi. Be willing to join a conference call(s) to review and eventually sign a concept drawing for Korbyt;
vii. Provide the information data source and all necessary login credentials required;
viii. Provide a list for all the “Alert Types” to be displayed;
ix. Maintain security, disaster and back-up procedures in accordance with its then current policies;
x. Provide Customer representative with authority will sign-off on the applicable Professional Services
xi. Provide a Customer resource to facilitate the completion of the Professional Services and act as a single point of contact for the life of the project;
xii. Procure the Korbyt required hardware in a timeframe that will support the activities associated with the development and production environments. All hardware and software must meet or exceed the minimum requirements for all quoted Korbyt software as outlined in an Order or any applicable Korbyt policy.
b. Korbyt Responsibilities:
i. Korbyt’s Professional Service Personnel will review the Professional Services including any applicable Deliverables, project timeline and other Korbyt Professional Service Personnel who will be involved with the project implementation;
ii. Provision a Korbyt instance;
iii. If applicable, import Creative Services layout(s) approved by the parties into Korbyt;
iv. Configure necessary data adapters as required to support incoming data;
v. If applicable for Creative Services, engage a multimedia designer, a shared resource, to develop concept drawings for required templates, and will work with designing and creating a Creative Services kit to visually display Customer’s data and/or graphics;
vi. Configure data adapter to integrate with the data feed; and
vii. Configure required data display with appropriate alert (data trigger).
13. General Assumptions
a. Completion of Professional Services is dependent upon Customer meeting its responsibilities as identified in these Standards.
b. Korbyt’s system integrates with Customer’s data sources and Korbyt visual Media Players. Customer’s network and server resources are vital to the correct functionality of the Services.
c. The overall system performance and stability has dependencies on Customer’s environment that can include but are not limited to: network connectivity, client or server hardware, load on the data source systems, VPN Tunnels for remote workers, Quality of Service (QoS), or firewalls.
d. If environment issues are identified by Korbyt that the Customer cannot address or control within the Customer’s infrastructure, Korbyt may suggest an adjustment or suggest solution architecture changes requiring procurement of additional hardware, software or services, at an additional cost to the Customer.
e. Customer is responsible for determination of its requirements, and Customer shall retain overall responsibility for any business process impact and any process change.
f. Korbyt is not responsible for improper parts, items, the function of any third party software or hardware, or any negligent or improper installation performed by a third party
14. System Resources.
The availability of appropriate system resources will be critical to the timely completion of activities that depend on them.
a. Customer will provide adequate test and development system configurations, including prerequisite software, for work taking place at its facilities within the proper timeframes, and be able to handle full data loads to ensure performance requirements are met.
b. Customer will ensure that the deployment environment for the solution is configured and available in time for deployment activities to proceed on schedule. Any applicable development environment is assumed to be configured and should be available to the project start date.
15. Data and Data System Resources.
Data quality is critical to the timely completion of activities that depend on it. Korbyt is not responsible for the following:
a. external data system APIs and data sources. Customer must ensure all data source elements for transaction systems data will have appropriate permissions;
b. any third party software necessary to support the Services; and
c. Data sources and external systems that maintain static data structures and APIs during projects. If Customer table structures are changed during the development and deployment phases, and re-work is required on behalf of Korbyt to accommodate changes, then a Change Order is required.