UDIO Service Level Agreement (SLA)

Udio provides 99.5% uptime commitment for the Core Udio Platform as well as some priority support features to its Elite Plan (and above) customers, who are current on their payment obligations, as further indicated in this Service Level Agreement (“SLA”). 

1. Service Uptime

1.1 Uptime Commitment

Udio commits to maintaining a minimum monthly Service Uptime for the Core Udio Platform of 99.5% of the time, twenty-four (24) hours per day, seven (7) days per week, measured on a calendar monthly basis, subject to Section 1.2 below.

1.2 Exclusions

“Service Unavailability” is defined as the number of minutes in a given calendar month in which the Core Udio Platform was not available to the Customer, excluding the exclusions set forth in this Section 1.2, as measured according to Udio’s monitoring service. “Core Udio Platform” is defined as the Udio Platform, and excluding without limitations: (a) the API; (b) add-ons, apps, widgets, Parent Portal, and/or Third Party Services integrated or otherwise interfaced with the Core Service; and (c) any products or features identified as trial, pre-release, pilot, alpha, beta or similar.

The following shall not be regarded as a Service Unavailability event:

  • Scheduled maintenance as communicated to the Customer with at least 48 hours’ notice.
  • Unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, global pandemic, global health emergency, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving our employees), or any other force majeure event or factors, or any other circumstances beyond Udio’s and Amazon Web Service’s control;
  • Customer and/or third party-caused outages resulting in unavailability, such as misuse of the platform or violations of the terms of service;
  • Unavailability resulting from Customer’s or third party’s software, network, links, products, services, widgets, apps, integrations, hardware or other equipment; and/or resulting from a Distributed Denial of Service (DDoS) attacks and/or other unlawful activity.
  • Any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service
  • Unavailability as a result of telecommunications and internet service due to general unavailability of telecommunication or internet service provider’s systems or other catastrophic events beyond the reasonable control of Udio.

"Service Uptime" means (total minutes in calendar month - Service Unavailability) / (total minutes in calendar month) x 100% = Service Uptime.

2. Service Level Credits

We will use commercially reasonable efforts to meet a Service Uptime of 99.5% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. 

Notwithstanding anything to the contrary in this Agreement, and solely to the extent the Customer is not in breach of the Terms and Conditions, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.5% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.5%.  The credit will be applied against an invoice or charge against Customer’s future payment obligations otherwise due from Customer, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which Udio did not meet the Service Uptime of 99.5%.

3. Support and Communication

3.1 Customer Support

Udio will provide Customer support 24/7 to address any technical issues, outages, or concerns related to the Udio platform.

3.1.1 Email support – Udio support team can be contacted through the contact form available at udiosystems.com or via the support email: support@udiosystems.com. Please make sure to contact us via your email account registered with your Elite Account.

3.1.2 Training materials – training materials are available within the Udio platform 

3.2 Communication

Udio will communicate planned maintenance events at least 48 hours in advance to minimize any potential disruption. In the event of unplanned downtime, Udio will make its best efforts to notify the Customer promptly.

4. Exclusive Remedies

Notwithstanding anything elsewhere to the contrary, the award of Credits in accordance with Section 2 above, shall be Customer’s sole and exclusive remedies available for Customer for any failure by Udio to meet its obligations under this SLA; and and Error in the Service.

5. Changes to this SLA

Udio may modify this SLA at any time, provided that if Udio makes changes that materially adversely decrease the level of service, then it shall notify Customer accordingly.