# Rundeck Terms (December 2020) Archive

Table of Contents

### Product Terms

Terms of Service

Standard Service Level Agreement

Product-Specific Terms

### Partner Terms

One-Time Reseller Agreement

### Policies & Other Terms

Privacy Policy

Acceptable Use Policy

Community Policy

Champions Terms

DMCA Takedown Notice

Subprocessors

Support Policy

CSE Usage Policy

Jeli Legacy Support Policy

Process Automation

Data Processing Addendum

Information Security Practices

Modern Slavery Act

Safe Harbor

Cigna Machine Readable Files

Event Terms

Trial Terms

### Security

Overview

Security Disclosure

Safe and Secure Generative AI

In Scope Services

### Privacy

Privacy FAQs

Privacy Shield and Schrems II

PagerDuty's GDPR Approach

Region-Specific Data Privacy Laws

**PAGERDUTY GENERAL TERMS AND CONDITIONS OF CONTRACT (RUNDECK-A DIVISION OF
PAGERDUTY, INC.)

PLEASE READ THESE GENERAL TERMS AND CONDITIONS OF USE (THE “GENERAL
TERMS”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE
SUPPORTED SOFTWARE, SUPPORT, OR THE SERVICES. BY CLICKING THE “I ACCEPT”
BUTTON OR BY DOWNLOADING OR OTHERWISE USING THE SUPPORTED SOFTWARE OR BY
USING OR CONSUMING THE SUPPORT OR THE SERVICES, YOU, THE CUSTOMER, ACCEPT
THESE GENERAL TERMS AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND
AGREE TO BE BOUND BY THEM. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF
CUSTOMER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER
INTO THESE GENERAL TERMS ON BEHALF OF COMPANY. IF YOU DO NOT HAVE SUCH
AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SUPPORTED
SOFTWARE OR SERVICES. IF YOU DO NOT ACCEPT THESE GENERAL TERMS, THEN YOU
ARE NOT PERMITTED TO ACCESS, DOWNLOAD OR OTHERWISE USE THE SUPPORTED
SOFTWARE OR SERVICES. EACH ORDERING DOCUMENT AND GENERAL TERMS SHALL BE AN
AGREEMENT (THE “AGREEMENT”).

PagerDuty and Customer may be referred to as “Party” or “Parties”.

In consideration of the mutual promises, covenants, and representations
herein, and upon the General Terms set forth in the Agreement(s), the
Parties agree to the following:

DEFINITIONS.** As used in this Agreement:

**"Confidential Information"** means any information that
is of value to its owner or is required to be kept confidential by
contract or otherwise, and is treated as confidential, that is
disclosed by or on behalf of the discloser or is otherwise directly or
indirectly obtained from the discloser. Confidential Information
includes, but is not limited to: proprietary information, trade
secrets, source code, processes, product designs, sales, cost and
other unpublished information, product and business plans and
projections. Confidential Information does not include information
that is: (i) generally known to the public through no act or omission
of recipient; (ii) independently developed by the recipient without
use of or reference to the discloser’s Confidential Information; or
(iii) obtained by recipient from any third party not owing any
confidentiality obligation to the discloser.

**"Documentation"** means the end user or technical
documentation provided by PagerDuty for use with the Supported
Software. Advertising, marketing materials, mailing lists, and other
forms of public communication are not “Documentation.”

**"Intellectual Property Rights"** means any and all
ownership rights in intangible intellectual property existing from
time to time in any jurisdiction, including copyrights, trademarks,
service marks, trade secrets, patents, patent applications, moral
rights, contract rights, confidential information and other
proprietary rights, registered or unregistered, or any similar rights.

**"Ordering Document(s)"** means Order Form(s), as
further defined herein, or any other ordering documents entered into
by and between the Parties. Ordering Documents shall be governed by
these General Terms. To be valid and binding upon PagerDuty, an
Ordering Document must reference these General Terms and the P Rundeck
Support Policy(ies). An Ordering Document shall contain the specific
business terms associated with Customer’s right to use the Supported
Software and receive Services, such as Term, Supported Software
description, number of Users, and fees and charges.

**"Order Form"** is an Ordering Document which is
contractually binding when signed by both Parties, so long as it
references these General Terms. The Parties may enter into multiple
Order Forms, if appropriate. Capitalized terms used herein but not
defined shall have the meaning set forth in the Order Form. In the
event of a conflict between an Order Form and this Agreement, the
terms of the Order Form shall supersede the terms of this Agreement.

**"Purchase Order"** means a document issued by Customer
that expressly references and incorporates by reference a valid
Ordering Document.

**"Instance"** means one running copy of the Supported
Software installed on Customer-controlled computing infrastructure
according to the entitlements detailed in these General Terms and the
Ordering Document.

**"Services"** means those services provided by PagerDuty
as agreed to in an Ordering Document which is governed by these
General Terms.

**"Source Code"** means the human-readable version of a
software program.

**"Support"** means the support and maintenance PagerDuty
provides for the Supported Software pursuant to the Rundeck Support
Policies URL(s) stated in a valid Ordering Document. Customer may also
purchase optional Add-on Support(s) from time to time by entering into
a valid Ordering Document(s) (the “Add-on Support(s)”).

**"Supported Software"** means the installed PagerDuty
Software and all updates, libraries, plugins, and any other components
of the Software provided by PagerDuty to Customer under this
Agreement. The Supported Software may include Third-Party Software
that is licensed under third-party licensed agreements. For the
avoidance of doubt, Supported Software does not include any PagerDuty
software-as-a-service offerings, which must be purchased separately
under different terms.

**"Term"** means the period of time specified in the
Ordering Document for which Customer has the right to use the
Supported Software, subject to the terms and conditions of the
Agreement.

**"Third Party Software"** means components of the
Supported Software or any other software distributed by PagerDuty that
are under license from third parties as listed at
http://www.rundeck.com/licenses/; this URL also includes the applicable third-party license terms for
the Third Party Software.

**"User"** means any individual who logs into the
Supported Software with credentials issued by Customer.

**ORDERING PROCESS.** Customer may purchase the right to use
the Supported Software, Add-on Support(s), or Services during the Term by
entering into an Ordering Document(s). In order to be valid, the Order
Document(s) must be executed by either: (a) both Customer and PagerDuty,
or (b) both PagerDuty and PagerDuty’s reseller that is authorized by
PagerDuty to sell to customers the right to use the Supported Software (a
“Reseller”). A Purchase Order may not modify, change or add to the terms
of these General Terms or those contained in a PagerDuty-issued Ordering
Document. In the event a Purchase Order contains terms or conditions which
conflict or add to the Ordering Document, or these General Terms, such
different or additional terms, shall not apply to or be binding on
PagerDuty, regardless of whether such Purchase Order is signed by
PagerDuty.

**PROPRIETARY RIGHTS, OWNERSHIP, LICENSE GRANT AND RESTRCTIONS.

PagerDuty Property and Ownership.** The Supported
Software, Support, Services and Documentation (including any
modifications, extensions, or derivative works of either of the
foregoing), and all Intellectual Property Rights therein, are the
exclusive property of PagerDuty or its licensors, including any features
of the Supported Software that PagerDuty implements at the request or
suggestion of Customer. All rights in and to the Supported Software not
expressly granted to Customer in these General Terms are reserved by
PagerDuty. Nothing in these General Terms will be deemed to grant, by
implication, estoppel or otherwise, a license under any of PagerDuty’s
existing or future patents; PagerDuty agrees that it will not assert any
of its rights under such patents against Customer based upon the
exercise by Customer of the license granted in Section 3.2 (“License
Grant”). Customer will not remove, alter, or obscure any proprietary
notices (including copyright notices) of PagerDuty or its licensors on
the Supported Software or the Documentation. Additionally, PagerDuty
retains all ownership rights and Intellectual Property Rights in and to
PagerDuty trademarks, service marks, copyrights, content, and to
PagerDuty Confidential Information.

**License Grant.** The Supported Software and Documentation
are licensed and not sold, even if for convenience PagerDuty references
words such as “sale” and “purchase” in the Order Form or other related
documents. Subject always to these General Terms and the Ordering
Document(s), PagerDuty grants to Customer a worldwide (subject to
Section 12.1 (Compliance with Export Control and Economic Sanctions
Laws), limited, non-transferable, revocable license to install, use and
execute the Supported Software and use the Documentation during the
Term. The license grant is for the number of Instances and Users
specified in a valid Ordering Document.

**Restrictions on Use.** Customer may only use the
Supported Software and Documentation for Customer’s internal business
purposes. Customer may not modify, adapt, create derivative works of,
sublicense, lease, rent, timeshare, loan, distribute, or otherwise
transfer or allow a third party to use the Supported Software or
Documentation. Customer may not reverse engineer, decompile or
disassemble, or otherwise attempt to derive the Source Code for any part
of the Supported Software. Customer will not remove any proprietary
notices or trademarks, logos or other branding (“Marks”) of PagerDuty
and Rundeck from the Supported Software or Documentation. These General
Terms do not permit Customer to distribute any product or service using
the PagerDuty or Rundeck name or Marks. PagerDuty shall retain title to
all copies of the Supported Software provided to Customer or made by
Customer. There are no implied rights or licenses in this Agreement.

**SUPPORT AND SERVICES PERFORMED BY PAGERDUTY, CUSTOMER
RESPONSIBILITIES.

Support and Services Performed by PagerDuty.** Customer
retains PagerDuty to perform the Support and Services for Customer as
detailed in Ordering Document(s) and for the Term stated therein.
Nothing contained in a Customer-issued purchase order, purchase order
acknowledgement, or similar document will in any way modify or add any
additional terms or conditions to an Agreement. Customer understands
and agrees that any additional or conflicting terms in Customer’s
current or future purchase orders, which are not included in an
Agreement, are deemed rejected and are not part of the Agreement
between PagerDuty and Customer.

**Customer Responsibilities.** In order for PagerDuty to
provide the Support and Services, Customer shall comply with any
Customer-required responsibilities stated in the Ordering Document and
pursuant to any timelines stated therein. Responsibilities may include
assigning Customer personnel with authority to manage receipt of
Support and Services, procure and provide an environment and materials
as necessary for Support and Service success. Any delays in Customer’s
ability to comply with Customer responsibilities may result in changes
in the prices stated in the Order Form and/or delays in delivery
thereto, up to and including PagerDuty rescheduling or terminating all
or any portion of the Support or Services.

Customer acknowledges and agrees that in performing the Support and
Services, PagerDuty may encounter software or services in Customer’s
environment which are not provided by PagerDuty (the “Customer
Environment”), and which need to interface with the Supported
Software. PagerDuty takes no responsibility or liability for the
condition of the Customer Environment nor for any changes or fixes
to Customer Environment which may need to be implemented as a
condition precedent for successful performance of the Services.
Customer is solely responsible for the Customer Environment.

Customer shall not at any time share or provide PagerDuty with
access to Customer’s or Customer’s customers: source code, data,
personally identifiable information, trade secrets, sensitive
business data, login credentials, access to systems, or Confidential
Information.

**FEES AND CHARGES, PAYMENT TERMS.** Unless otherwise agreed
in the Ordering Documents, PagerDuty shall invoice Customer for all
license and Service fees upon execution of the Ordering Document, and
Customer shall pay all fees within thirty (30) days after receiving an
invoice. Payments shall be made with US dollars. All fees are quoted
exclusive of taxes. Customer is responsible for all taxes, including VAT,
sales and use taxes. Customer is not responsible for taxes based upon
PagerDuty’s net income. Unless otherwise stated in these General Terms,
fees and charges are non-cancelable and non-refundable.

**SUPPORT AND MAINTENANCE.** During the Term, PagerDuty shall
provide support and maintenance for the Supported Software pursuant to the
URL stated in a valid Ordering Document. The number of Users eligible to
receive support is stated in the Ordering Document. Support may be for a
term equal to or less than the Term stated for the Supported Software.
Customer shall determine its required level of Support, which shall be
stated in the Ordering Document. PagerDuty is not required to provide any
other services for the Supported Software.

**WARRANTIES AND DISCLAIMERS.**

**Warranties.** During the Term PagerDuty warrants that
the Supported Software, when used as permitted under these General
Terms and the Documentation, will operate in all material aspects as
described in the Documentation under normal reasonable use. The
foregoing warranty will not apply to any Supported Software that has
been modified or extended by anyone other than PagerDuty. PagerDuty
does not warrant the Customer’s use of the Supported Software will be
error-free or uninterrupted. Customer’s exclusive remedy for a breach
of this limited warranty is to return any allegedly defective
Supported Software, and PagerDuty, at its option, will replace the
Supported Software or refund the pro-rata portion of any prepaid fee
for the Supported Software for the reminder of the Term.

**Disclaimer of Warranties.** Except for the express
warranties for Supported Software in Section 7.1 the Supported
Software and Services are provided “AS IS” and PagerDuty disclaims all
other representations or warranties, express, implied or statutory,
regarding the Supported Software, the Services, and all other
materials or services supplied by PagerDuty or its resellers.
PAGERDUTY HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY,
ACCURACY, SECURITY OF DATA, ACHIEVEMENT OF RESULTS, TITLE, OR
WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
PERFORMANCE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES
OTHER THAN THE EXPRESS WARRANTIES IN SECTION 7.1.

**INDEMNIFICATION.** PagerDuty will indemnify, defend and
hold harmless, at its own expense, any action against Customer brought by
a third party to the extent that the action is based upon a claim that the
Supported Software but excluding the Third Party Software, infringes any
United States patents, copyrights or misappropriates any trade secrets
recognized as such under the Uniform Trade Secret Law or its equivalent.
The foregoing obligation is conditioned upon: (A) Customer notifying
PagerDuty promptly in writing of such action; (B) Customer giving
PagerDuty sole control of the defense thereof and of any related
settlement negotiations, and (C) Customer cooperating with and, at
PagerDuty’s request and expense, assisting in, such defense. If the
Supported Software becomes, or in PagerDuty’s opinion is likely to become,
the subject of an infringement claim, PagerDuty may, at its option and
expense, either: (i) procure for Customer the right to continue using the
Supported Software; (ii) replace or modify the Supported Software so that
it becomes non-infringing; or (iii) accept return of the Supported
Software and give Customer a refund for the license fees paid by Customer
during the twelve (12) months prior Customer notifying PagerDuty of the
claim. Notwithstanding the foregoing, PagerDuty will have no obligation
under this Article 8 or otherwise with respect to any infringement claim
based solely upon: (a) any use of the Supported Software not in accordance
with the Agreement; (b) any use of the Supported Software in combination
with other products, equipment, software, or data not supplied by
PagerDuty, where such combined use is not reasonably foreseeable by
PagerDuty; (c) any use of any release of the Supported Software other than
the most current release made available to Customer; or (d) any
modification of the Supported Software by any person other than PagerDuty.
**THIS ARTICLE 8 STATES PAGERDUTY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE
AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY
LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING
ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO AN AGREEMENT,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS OTHERWISE PROHIBITED BY LAW, AND EXCLUDING LIABILITIES
ARISING OUT OF CUSTOMER’S BREACH OF ARTICLE 3 (PROPRIETARY RIGHTS,
OWNERSHIP, LICENSE GRANT AND RESTRICTIONS), ARTICLE 5 (FEES AND
CHARGES, PAYMENT TERMS), ARTICLE 10 (CONFIDENTIALITY) OR ARTICLE 12
(GENERAL) PAGERDUTY’S AND CUSTOMER’S TOTAL, CUMULATIVE LIABILITY IN
CONNECTION WITH AN AGREEMENT, THE SUPPORTED SOFTWARE, SUPPORT, AND
SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO PAGERDUTY IN THE TWELVE
(12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE
EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THE FOREGOING LIMIT. THE
PARTIES ACKNOWLEDGE THAT THE LICENSE FEES AND SERVICE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THE AGREEMENT AND THAT PAGERDUTY WOULD
NOT ENTER INTO AN AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS ARTICLE WILL APPLY
EVEN IF AN EXCLUSIVE REMEDY UNDER THE AGREEMENT HAS FAILED OF ITS
ESSENTIAL PURPOSE.

**OBLIGATIONS OF CONFIDENTIALITY.** By virtue of an
Agreement, the Parties may be exposed to or provided with certain
Confidential Information of the other Party. Each Party will protect the
other's Confidential Information from unauthorized dissemination or use by
treating such Confidential Information with the same degree of care that
each such Party uses to protect its own Confidential Information of like
importance, but in no event less than a reasonable amount of care. Neither
Party will use the other's Confidential Information for purposes other
than those necessary to directly further the purposes of an Agreement and
as may be required to report to its legal and financial advisors, and
regulators. Except as otherwise expressly set forth in this Article 10,
neither Party will disclose to third parties the other's Confidential
Information without prior written consent of the disclosing Party. Each
Party shall cause their respective employees and personnel to be bound in
writing by obligations of confidentiality at least as restrictive as those
set forth in this Agreement. The responsibilities under this Article 10
shall continue during the term of this Agreement and for the longer of (i)
with regard to Confidential Information that is entitled to protection as
a trade secret under applicable law, for so long as such information
remains entitled to such protection, and (ii) with regard to all other
Confidential Information, for so long as the disclosing Party continues to
use reasonable efforts to maintain the confidentiality of such information
in its possession. A Party may seek injunctive relief or specific
performance to enforce its rights under this Article 10.

**TERM AND TERMINATION.**

**Term.** The Term shall commence as stated in an
Ordering Document(s) and shall automatically terminate at the end of
the Term, unless otherwise expressly stated therein.

**Termination.** Customer’s right to use the Supported
Software and receive Support or Services shall terminate upon the
termination or expiration of the applicable Ordering Documents. Either
Party may terminate an Agreement(s) in the event a Party materially
breaches the Agreement and fails to cure within thirty (30) days of
the receipt of written notice of such breach. Notwithstanding the
foregoing, Customer’s failure to pay any portion of the fees or
charges within fifteen (15) days after such fees or charges are due is
a material breach, and PagerDuty may, without notice, terminate the
Ordering Documents and immediately suspend or terminate Customer’s
right or access to the Supported Software or receive Services. Each
Agreement must be independently terminated in writing.

**Effects of Termination.** Upon termination or
expiration of an Ordering Document and/or Agreement for any reason,
any fees and charges owed to PagerDuty pursuant to the Ordering
Document(s) shall be immediately due and payable, all license rights
granted herein will immediately cease, and Customer must immediately
discontinue all use of the Supported Software, remove all Customer
data and information from the Supported Software, and erase and remove
all copies of the Supported Software from Customer’s computers. Upon
PagerDuty’s written request, Customer shall provide in writing to
PagerDuty an officer certification that it has fully complied with
these requirements.

**Survival.** Article 1 (“Definitions”), Section 3.1
(“PagerDuty Property and Ownership”), Section 3.2 (“Restrictions on
Use”), Article 4 (“Fees and Charges, Payment Terms”), Section 7.2
(“Disclaimer of Warranties”), Article 8 (“Indemnification”), Article 9
(“Limitation of Liability”), Article 10 (“Confidentiality”), Section
11.2 (“Termination”), Section 11.3 (“Effects of Termination”), Section
11.4 (“Survival”) and Article 12 (“General”) will survive expiration
or termination of this Agreement for any reason.

**GENERAL.**

**Compliance with Export Control and Economic Sanctions Laws.
Customer represents and warrants that Customer: (i) understands that
the Supported Software and its components may be subject to export
controls under the U.S. Commerce Department's Export Administration
Regulations ("EAR") and economic sanctions under the regulations
administered by the U.S. Treasury Department’s Office of Foreign
Assets Control (“OFAC”); (ii) is not located in a prohibited
destination country under the EAR or OFAC regulations; (iii) will not
export, re-export, or transfer the Supported Software to any
prohibited destination or persons or entities on the U.S. Consolidated
Screening List, or any similar lists maintained by other countries,
without the necessary export license(s) or authorization(s); (iv) will
not use or transfer the Supported Software in connection with any
nuclear, chemical or biological weapons, missile technology, or
military end-users or end-uses unless authorized by the relevant
government agency by regulation or specific license; (v) understands
and agrees that if Customer is in the United States and exports or
transfers the Supported Software to eligible end users, Customer will
satisfy any applicable reporting requirements under the EAR and OFAC
regulations, and (vi) understands that countries including the United
States may restrict the import, use, or export of encryption products
(which may include the Supported Software and the components) and
agrees that Customer shall be solely responsible for compliance with
any such import, use, or export restrictions, and vii) that Customer
shall comply with all applicable export, import, and trade laws with
respect to this Agreement. CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD
HARMLESS PAGERDUTY FROM AND AGAINST ANY VIOLATION OF SUCH LAWS OR
REGULATIONS BY CUSTOMER OR ANY OF ITS AGENTS, OFFICERS, DIRECTORS, OR
EMPLOYEES.

Affirmation of License Compliance, Confirmation of Number of Users
and Instances.
Upon PagerDuty request, and prior to any renewal Term, Customer shall
certify in writing its compliance with the license grant, including
that the number of Instance(s) and number of authorized Users aligns
with the use rights granted in the Ordering Documents. In the event
Customers actual use exceeds the use rights granted in the Ordering
Document, then the license grant for any renewal Term and the
corresponding fees and charges shall be based upon such use
certification.

U.S. Government End Users. ** If Customer is a branch
or agency of the United States Government, the following provision
applies. The Supported Software contains "commercial computer
software" as that term is described in DFAR 252.227-7014(a)(1). If
acquired by or on behalf of a civilian agency, the U.S. Government
acquires this commercial computer software and/or commercial computer
software documentation subject to the terms of this Agreement as
specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical
Data) of the Federal Acquisition Regulations and its successors. If
acquired by or on behalf of any agency within the Department of
Defense, the U.S. Government acquires this commercial computer
software and/or commercial computer software documentation subject to
the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the
DOD FAR Supplement and its successors.

**Governing Law and Venue.** This Agreement will be
governed by the laws of the State of California as such laws apply to
contracts between California residents performed entirely within
California. The United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transaction Act do not apply to this Agreement. Any action or
proceeding arising from or relating to this Agreement must be brought
in a federal court in the Northern District of California or in state
court in San Francisco County, California, and each party irrevocably
submits to the jurisdiction and venue of such court in any such action
or proceeding.

**Injunctive Relief, Specific Performance.** The Parties
agree that monetary damages may not be an adequate remedy if Customer
violates Article 3 (Proprietary Rights, Ownership, License Grant and
Restrictions) or if either Party breaches or threatens to breach
Article 10 (Confidentiality), and that the non-breaching Party will
suffer irreparable damage, and therefore, either Party, in addition to
any other legal or equitable remedy, shall be entitled to seek an
injunction or similar relief against such breach or threatened breach.

**Waivers.** All waivers must be in writing. Any waiver
or failure to enforce any provision of the General Terms or an
Ordering Document on one occasion will not be deemed a waiver of any
other provision or of such provision on any other occasion.

**Severability.** If at any time any provision of these
General Terms is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions hereof nor the
legality, validity, or enforceability of such provision under the law
of any other jurisdiction shall in any way be affected or impaired
thereby, and the remainder of the provisions of the General Terms
shall remain in full force and effect.

**Assignment.** Neither party may assign any of its
rights or obligations hereunder, whether by operation of law or
otherwise, without the prior written consent of the other party (not
to be unreasonably or untimely withheld). Notwithstanding the
foregoing, either party may assign the Ordering Documents and General
Terms in their entirety, without consent of the other, to its
Affiliates or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets.

**Affiliates** If any Customer’s Affiliates use the
Service(s) under the terms of this Agreement, then all of the terms of
this Agreement that apply to Customer shall apply to such Affiliate
and its activities hereunder. Customer will remain responsible for the
acts and omissions of its Affiliates in connection with each
Affiliate’s use of the Service(s), including, without limitation,
breach of the terms of this Agreement applicable to such Affiliate.
Customer and Customer’s Affiliates will be jointly and severally
liable for the acts and omissions of such Affiliates, including, but
not limited to, their breach of the terms of this Agreement. Any claim
for any Affiliate that uses the Service(s) under the terms of this
Agreement shall only be brought against PagerDuty by Customer on
behalf of such Affiliate. Notwithstanding the foregoing, PagerDuty may
refuse to provide the Service(s) to any Affiliate that fails to pass,
in PagerDuty’s reasonable business judgement, a background check or
financial history audit.

**Force Majeure.** Except for payment obligations, if
either Party is prevented from performing or is unable to perform any
of its obligations under this Agreement due to causes beyond the
reasonable control of the Party invoking this provision, including but
not limited to acts of God, acts of civil, or military authorities,
riots or civil disobedience, wars, strikes or labor disputes, such
Party’s performance shall be excused and the time for performance
shall be extended accordingly provided that the Party immediately
takes all reasonably necessary steps to resume full performance.

**Construction.** The section headings are for
convenience and are not to be used in interpreting the General Terms.
As used herein, the word “including” means “including but not limited
to”. PagerDuty is obligated to provide the Supported Software,
Documentation, Support, and Services described herein in the English
language only unless otherwise agreed to in a valid Ordering Document
signed by PagerDuty. In constructing the General Terms no presumption
shall operate in favor of or against any Party as a result of its
counsel’s role in drafting the terms and provisions hereof.

**Entire Agreement.** These General Terms combined with
our without an Ordering Document(s) constitute the entire agreement
between the Parties regarding the subject hereof and supersedes all
prior or contemporaneous agreements, understandings, and
communication, whether written or oral, relating to such subject
matter, other than the Nondisclosure Agreement between the Parties.
These General Terms may be amended only by a written document signed
by both Parties.

**Notices.** Notices required here under shall be
effective if delivered by email or facsimile (effective upon
transmission, as evidenced by transmission reports or the “return
receipt requested” function, as available, return e-mail or other
written acknowledgment), by courier or delivery service (effective
upon receipt), or by first call United States mail, return receipt
requested (effective upon receipt), and shall be sent to the addresses
shown in the Ordering Documents or as updated by notice.