This SLA sets out the support and service level that are provided to Client by DV for the Services. DV reserves the right to alter some of the terms of this SLA from time to time to incorporate changes and enhancements to the Platform or Services.
a) Business Days. means Monday to Friday, excluding Holidays.
b) Business Hours. means 9:30 AM to 9:00 PM Eastern Time on Business Days.
c) Critical System. means a System that would negatively impact the immediate successful monetization of ad inventory when unavailable. For the avoidance of doubt, the collection of reporting data or statistics is not considered a Critical System.
d) System. means a publicly accessible production system associated with one or more Services, generally identified through a URL.
e) Holidays. means the holidays observed by DV, which may change from year to year. A list of Holidays will be made available by DV upon Client’s request.
a) From time to time, DV may perform maintenance on the Platform or Services that temporarily affect their operation or availability (“Scheduled Maintenance”).
b) As is commercially reasonable, DV will provide Client with at least two (2) Business Days’ notice prior to performing such Scheduled Maintenance.
c) DV will make commercially reasonable efforts to perform any Scheduled Maintenance outside of Business Hours.
d) DV will make commercially reasonable efforts to ensure that Scheduled Maintenance does not negatively affect the availability and operation of Critical Systems.
a) DV will maintain an automated availability monitoring system that probes Systems at a regular interval.
b) A System is considered available when the last probe from the monitoring system returns a HTTP status code indicating success (any status code lower than 400).
c) A Service is considered available (“Available”) when all of the associated Critical Systems are available.
d) A Service’s “Availability” in a given calendar month shall be equal to the number of hours (including fractions thereof) that the Service is not Available in that calendar month, divided by the total number of hours (excluding Scheduled Maintenance or events outside of DV’s control) in such calendar month.
e) DV shall use commercially reasonable efforts to ensure the Availability of each Service is at least 99.0% in any given calendar month (“Availability SLA”).
f) DV reserves the right to change the methodology by which the availability determinations are measured by providing the Client with at least thirty (30) days’ notice.
a) For any failure by DV to achieve the Availability SLA, and without limiting any other remedy of the Client pursuant to this Agreement, Client will be credited in an amount calculated in accordance with the following (“Service Credits”). Service Credits shall be memorialized in a separate credit memo issued with the invoice for that month. For the avoidance of doubt, neither Scheduled Maintenance nor events outside of DV’s reasonable control will be included in the calculation of Service Credits.
b) Any downtime or service availability below the Availability SLA shall be calculated by the percentage equal to the number of hours (including fractions thereof) that the Service is not Available during a calendar month, divided by the total number of hours (excluding Scheduled Maintenance or events outside of DV’s control) in such calendar month.
|Service Availability||Service Credits|
|99.0% – 100.0%||N/A|
|98.0% – 98.9%||5% of Fees otherwise due in the month|
|97.0% – 97.9%||10% of Fees otherwise due in the month|
|95.0% – 96.9%||15% of Fees otherwise due in the month|
|Below 95.0%||20% of Fees otherwise due in the month|
a) During the Term of this Agreement, DV shall provide support to facilitate the Client’s realization of the full value of the applicable Services.
b) Client can request support by opening a Support Ticket:
c) An Account Specialist will be available during Business Hours to follow up on Support Tickets.
d) The submission of a Support Ticket through either channel shall be the basis for all response time measurement.
e) DV shall respond to requests based on the priorities as defined below.
|Priority Level||Description||Response Time|
|Priority 1||When a Critical System that is actively involved in Client’s live traffic (e.g. measurement tags) is not Available and disrupting Client’s normal course of business.||Within 6 hours|
|Priority 2||When a Service user interface is not Available, or data reporting is running more than 24 hours behind schedule.||Within 24 hours, during Business Hours|
|Priority 3||All other issues.||Within 48 hours, during Business Hours|
a) DV’s obligations under this SLA are subject to Client’s ongoing compliance with all of its obligations towards DV.
b) Client agrees to operate the Platform and Services in accordance with the procedures prescribed by DV as defined in the provided documentation or through other written communication to the Client.
c) Client agrees that it will not let any third party provide support services in connection with the Services.
d) DV shall only have support obligations towards Client.
e) DV is held by an obligation of means and cannot be held responsible for the consequences of events outside of its reasonable control.
f) In order to be eligible for Service Credits, Client must notify DV within sixty (60) days from the discovery of the issue. Failure to comply with this requirement will forfeit Client’s right to receive a Service Credit.