SERVICE LEVEL AGREEMENT
1. SERVICE UPTIME COMMITMENT.
a. Provided that Customer is in compliance with the terms and conditions of the Agreement to which this Service Level Agreement ("SLA") is a part, Spotify will undertake commercially reasonable measures to provide availability of the Megaphone Platform for hosting of Customer's Podcasts on a twenty-four hour, seven days a week (24x7) basis at a rate of 99.5% per each calendar month ("Megaphone Uptime Metric"); provided however, that any unavailability of the Megaphone Platform is not caused by Customer's breach, or any of the Exclusions as defined below in Section 2. The Megaphone Uptime Metric will be measured in minutes and will be calculated solely by Spotify.
b. Customer Requirements. This SLA shall only apply if Customer has both (i) deployed all aspects of the Megaphone Platform in accordance with the specifications and configurations provided by the Megaphone Platform, and (ii) the current version of Google's Chrome browser and a reliable internet connection in order to access the Megaphone Platform. In addition to the Exclusions listed under Section 2 below, the obligations of Spotify set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer's or its users' failure(s) to meet the foregoing obligations. Customer is also responsible for maintenance and management of its computer network(s), servers, software, website(s), and any equipment or services related to maintenance and management of the foregoing.
2. EXCLUSIONS.
In measuring the Megaphone Uptime Metric, performance issues or downtime due to any or all of the following will not be included as part of the total available time for purposes of calculating the Megaphone Uptime Metric:
a. Overall Internet congestion or slowdown of service;
b. Unavailability of generic internet services (e.g., DNS servers) due to virus or hacker attacks;
c. Actions or inactions of Customer (unless undertaken at the express direction of Spotify);
d. A result of Customer equipment or third-party computer hardware, software, network infrastructure; outages in third-party hosted services (e.g., Amazon Web Services, Google Cloud Services, or the like); or any other components not within the sole control of Spotify;
e. Scheduled or emergency maintenance as described in Section 3 below;
f. Unavailability of, or performance issues with, any Services other than hosting of Customer's Podcasts
g. Alpha or beta products;
h. Force Majeure Events (as defined in the Agreement); or
i. Any other conditions beyond Spotify's reasonable control.
3. MAINTENANCE.
a. Spotify standard scheduled maintenance will take place from time to time during the Term of the Agreement. Customers should check the Megaphone Platform for any notices of such regular maintenance.
b. If emergency maintenance is required (e.g., for reasons that were not foreseeable or are beyond the control of Spotify), Spotify will notify the customer as soon as possible via email and/or post a notification in the Megaphone Platform if feasible under the circumstances. Any time dedicated to scheduled maintenance and/or emergency maintenance will not count against the Megaphone Uptime Metric, and will be excluded from calculation of the uptime of the Megaphone Platform.
c. In addition to scheduled maintenance, upgrades and patches may occur on an ad hoc basis and may require downtime. Customers will be provided twenty-four (24) hour notice of such upgrades and patches where feasible.
4. SERVICE CREDITS.
If Spotify fails to meet the Megaphone Uptime Metric, Customer will be entitled, upon written request, to a credit against the following month's Subscription Fees set forth on Schedule 1 (Platform Hosting), if applicable, that is equal to a percentage of the monthly Subscription Fees accrued in the month of the violation according to the tables below, up to a monthly maximum of 10% of the aggregate Subscription Fees paid by Customer for the applicable month. The credit set forth in the preceding sentence is Customer's sole and exclusive remedy, and Spotify's sole obligation, for a breach by Spotify of this SLA, including the Megaphone Uptime Metric. Spotify's measurements shall control over any other measurement to determine whether Spotify has met the Megaphone Uptime Metric. Tests performed by Customer or any of its service providers or vendors will not be recognized by Spotify as a valid determination of availability or latency or the duration of any service-related event. In order to receive downtime credit for failure to meet the Megaphone Uptime Metric, Customer must notify Spotify in writing within twenty-four (24) hours from the time of the commencement of downtime, and failure to provide such notice will mean that Customer has forfeited the right to receive any downtime credits. Downtime shall begin to accrue as soon as Customer provides written notice to Spotify (in accordance with aforementioned requirement) and Spotify acknowledges receipt, and continues until the availability of the Megaphone Platform is restored.
Availability | Credit |
---|---|
>97% but less 99.5%
|
5%
|
>95% but less 97%
|
7%
|
< 95%
|
10%
|
In addition, in the event that Spotify fails to meet the Megaphone Uptime Metric in three (3) consecutive months, as Customer's sole and exclusive remedy, Customer will have a one-time right to terminate Schedule 1 (Platform Hosting) if it provides written notice of such termination no later than thirty (30) days after the end of the third such month.
5. CUSTOMER SUPPORT.
a. Spotify will provide Customer with its then-standard customer support during normal working hours in connection with the Services. All Customer Support concerns should be submitted through the Live Chat feature on the Megaphone Platform.
b. Dedicated Customer Resource. Spotify requires Customer to identify a primary and secondary resource that will be the main point of contact for follow-up conversations regarding outstanding requests.