DAILYMOTION PRO SOLUTION – SERVICE LEVEL AGREEMENT
1. Uptime Commitment. Dailymotion will use commercially reasonable efforts to ensure that the Video Player is available 24 hours a day, 7 days a week, with a minimum monthly uptime commitment of 99.5% for the Video Player features (“Player Uptime”) and a minimum monthly uptime commitment of 99.5% for the U/I features of the Video Player (“U/I Uptime”). Player Uptime and U/I Uptime are calculated by taking the total number of minutes in a calendar month less the number of minutes of Player Downtime or U/I Downtime, as applicable, in the calendar month, divided by the total number of minutes in the calendar month.
2. Definition of Downtime. (a) Player Features: If Content, players or metadata are not being distributed by the Video Player or the Video Player is not accepting and responding to read API requests, such events may qualify as “Player Downtime.” (b) U/I Features: If the P/I is not available to Company or Dailymotion Pro Solution is not accepting and responding to write API requests, such events may qualify as “U/I Downtime.” Player Downtime and U/I Downtime shall be referred to herein collectively as “Downtime” or as “Downtime Event(s).”
3. Exclusions. Downtime Events resulting from causes beyond Dailymotion’s reasonable control shall not be included in the calculation of Downtime. In addition, scheduled maintenance on Dailymotion Pro Solution (“Scheduled Maintenance”) resulting in a Downtime Event shall not be included in the calculation of Downtime. Dailymotion may conduct up to 8 hours of Scheduled Maintenance per calendar month (the “Maintenance Limit”). All Scheduled Maintenance shall either be conducted (i) between the hours of 12:00 AM (CEST) and 6:00 AM (CEST) or (ii) at any time after supplying Client with 3 days advance notice (the “Maintenance Windows”). Any Schedule Maintenance conducted in excess of the Maintenance Limit or outside of the Maintenance Windows shall be included in the calculation of Downtime.
4. Remedy for Excess Downtime. If Dailymotion fails to satisfy either (or both) the Player Uptime commitment and/or the U/I Uptime commitment during a calendar month, and provided Client is not in breach of the Amendment, Dailymotion will issue a credit in an amount equal to the following:
“SLA Credit” = Total cumulative minutes of Player Downtime less than the Player Uptime commitment (for the month) plus total cumulative minutes of U/I Downtime less than the U/I Uptime commitment (for the month) multiplied by the effective per minute rate of the Dailymotion Pro Solution Subscription Fee (meaning, the Dailymotion Pro Solution Subscription Fee divided by the total number of minutes in the then-current term).
The provision by Dailymotion of the SLA Credit is Client’s sole and exclusive remedy for Downtime and any failure to meet the terms of this Service Level Agreement. To request an SLA Credit, Client must contact Dailymotion by email via the support contact details determined in the Order Form within 30 days after the end of the month in which the SLA Credit was earned. Recorded testing by Dailymotion of the Video Player from an external network (i.e., not the Video Player) shall be determinative as to the existence and duration of a Downtime Event as well as the remedy thereof. Multiple Downtime Events occurring simultaneously shall be considered a single Downtime Event.
Player Uptime and U/I Uptime are separate metrics; Player Downtime does not affect or count against U/I Uptime and U/I Downtime does not affect or count against Player Uptime. A Downtime Event that causes both Player Downtime and U/I Downtime shall be treated as Player Downtime only.