The following terms apply to Customers subscribing to Enterprise Level Support as indicated on the Order Form.
(a) Platform Availability: Over the Term of the Agreement and after the commercial launch of the Customer Application or service interfacing with the Platform:
- (i) Platform Availability: The average monthly Platform Availability, excluding Scheduled Downtime, will be at least 99.95%
- (ii) Successful Calls: The percentage of monthly calls that are Successful Calls, excluding calls that are not completed due to conditions beyond Dolby’s control, will be equal to or greater than 99%.
- (b) Support Levels:
|Support Levels based on Outage Priority||Initial response within||Maximum time for resolution|
|Critical: Platform is 100% down outside of maintenance window||1 hour||4 hours|
|High: >= 10% calls are not Successful Calls||2 hours||8 hours|
|Standard||US business hours||1 day|
- (i) “Downtime” means the Platform is not available for use according to performance and monitoring data utilized by Dolby at its sole discretion. Downtime does not include the period of time when the Platform is not available as a result of Scheduled Downtime.
- (ii) “Scheduled Downtime” means times where Dolby notifies Customer of periods of Downtime for scheduled maintenance at least twenty-four hours in advance of such Downtime. Customers shall be notified of Scheduled Downtime via email and/or notification within the Developer Portal. Dolby will make commercially reasonable efforts to schedule maintenance during low traffic times
- (iii) “Service Availability” is calculated as follows: (Total number of minutes the Platform is available in a calendar month) DIVIDED BY (total number of minutes in a calendar month LESS Scheduled Downtime).
- (iv) “Successful Call” is when the connection between two or more Customers is established and data packets are exchanged.
Dolby will perform system maintenance or upgrades during that approved maintenance windows only and will take appropriate measures to prevent service outage as part of their standard operating procedure. If, due to unavoidable reasons, the service is expected to be disrupted, then Dolby will make commercially reasonable efforts to minimize the downtime. Both parties will identify a regular weekly maintenance window which could be used for scheduled maintenance activity. Dolby can also request an ad hoc maintenance window for unplanned activities with a 24-hour notice. The service downtime, as a result of any maintenance activities, cannot exceed 4 hours during any calendar month.
- (a) Customers subscribing to Enterprise Level Support are entitled to SLA Credit, if applicable, as described in this Section. “SLA Credit” means a portion of the Fees for the calendar month in which the SLA is not met, to be credited against Customer’s future Fees if requested by Customer in accordance with Section 2(c) below.
- (b) If requested by Customer in accordance with Section 2 (c) below, for any two or more consecutive calendar months during which the Service Availability targets above are not met, as confirmed by Dolby in its sole discretion, Dolby will credit Customer’s account with a non-transferrable SLA Credit equal to 5% of the Customer’s monthly fee for each hour in which Dolby failed to meet the Service Availability target for such month (“SLA Credits”). SLA Credits are based on Dolby’s monitoring, are credited against Customer’s future Fees, may not exceed the total amount of recurring fees Customer has paid to Dolby for the month in which Dolby failed to meet the Service Availability target, are forfeited at the expiration of termination of the Agreement, may not be refunded or aggregated, and will not be paid in cash.
- (c) In order to receive SLA credits, Customer must make a request in writing to Dolby via Customer’s dedicated Slack channel within 30 days of the event giving rise to such SLA Credits. The request must include the dates and times of the Downtime for which SLA Credit is being requested, and any applicable information that documents the claimed Downtime.
This SLA states Customer’s sole and exclusive remedy for any failure by Dolby to meet the Service Availability targets above or other failure of the Platform, including without limitation for any breach of warranty, except as specifically set forth in the Agreement. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
The SLA does not apply to any: (a) features designated beta, early access, free trial, limited preview, or preview, (b) features excluded from the SLA in the associated Deliverables, if any, (c) sandbox environment to application signed with a key other than a production key, or (d) Downtime: (i) caused by factors outside of Dolby’s reasonable control; (ii) caused by any force majeure event, (iii) that resulted from Customer’s software or hardware or third party software or hardware under Customer’s control, or both; (iv) that resulted from abuses or other behaviors that violate the Agreement.