Effective January 27, 2020

# Service Terms of Use (January 27, 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

**If you started a subscription before January 27, 2020, your use of
PagerDuty Services is governed by the terms here:
www.pagerduty.com/legacy-agreements.

*Effective Starting*: January 27, 2020 THESE SERVICE TERMS OF USE (“AGREEMENT”) ARE A LEGAL
AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT, AND ANY OF YOUR OR THEIR
AFFILIATES (“YOU” OR “YOUR”) AND PAGERDUTY, INC. (“US,” “WE” OR “OUR”) GOVERNING
YOUR OR YOUR COMPANY’S ACCESS OR YOUR USE OF OUR SERVICES. BY ACCEPTING THIS
AGREEMENT, EITHER THROUGH CLICKING TO SIGNIFY ACCEPTANCE, SETTING UP A USER
ACCOUNT OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE FOLLOWING
PROVISIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO
THIS AGREEMENT ON YOUR (AND YOUR COMPANY’S) BEHALF. IF YOU DO NOT AGREE WITH THE
AGREEMENT, YOU SHOULD NOT INDICATE ACCEPTANCE AND MAY NOT USE THE SERVICES.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH
PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION
THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES.

Use of the Service.**Our **“Service”** includes
our cloud based application and platform for IT on-call management,
alerting, Incident tracking, and Incident and alert analytics, and Our
Professional Services. **“Professional Services**” means any consulting, architecture,
training, configuration or other similar ancillary Services set forth in an
order form. An **“Incident”** is an event that triggers the
Service to alert Your personnel Using certain Contact Information. You must
configure the Service, provide and maintain accurate Contact Information,
follow proper procedure in communicating alerts and triggering events for
Incidents to Us and submit alert requests through proper channels,
including, without limitation, alternate channels if standard channels are
unavailable, or the Service may not function properly.
**“Contact Information**” means the names, email addresses,
telephone numbers, and other required personal information that You want the
Service to alert in the event of an Incident and who have consented to
receive such messages via the Service (each a
**“Contact Person**”). You will need to designate individuals
authorized to maintain the Contact Information, configure the Service for
handling Incidents, and receive reports from the Service (each a
**“User”**). Instructions on how to configure the Service,
provide Contact Information and otherwise get the full benefit of the
Service will be found in the readme and help files, knowledge base, and
other documentation made available at https://www.pagerduty.com/support/ **(“Documentation**”).  We may suspend or terminate Your Use
of the Service at any time if You breach any terms of this Agreement,
including without limitation failing to pay Fees.

**Affiliates***. *If any of Your Affiliates Use the
Service(s) under this Agreement, then all of the terms of this Agreement
that apply to You shall apply to such Affiliate and its activities
hereunder. You will remain responsible for the acts and omissions of Your
Affiliates in connection with each Affiliate’s use of the Service(s), during
the Subscription Term of its/their orders, including, without limitation,
breach of the terms of this Agreement applicable to such Affiliate, even if
such Control is no longer maintained. Any claim from any Affiliate that uses
the Service(s) under the terms of this Agreement shall only be brought
against Us by You on behalf of such Affiliate. Notwithstanding the
foregoing, We may refuse to provide the Service(s) to any Affiliate that
fails to pass, in Our reasonable business judgement, a background check or
financial history audit. “**Affiliate**” means any entity which
directly or indirectly Controls, is Controlled by, or is under common
Control with the Party.  “**Control**,” for purposes of this
definition, means direct or indirect ownership or control of more than 50%
of the voting interests of the Party.

**Trial Period.**You may use the Service for a fifteen (15)
days trial period, solely for evaluation purposes, starting on the date that
You registered with Our Service and accepted this Agreement without charge
or further commitment. *The Service will automatically cease functioning at the end of the trial
period unless i) You supply Your credit card or other payment information
and purchase a subscription to the Service; or ii) PagerDuty extends Your
trial in its sole discretion. After the end of the trial period, unless You purchase prior to the end of
the trial period a subscription to the Service, all Contact Information and
other data You provide to the Service
**(“Customer Information”)** will no longer be available.
 During the trial period You are free to add and remove Users as needed for
the evaluation.  However, any Users included in a paid subscription to the
Service, can only be added or removed in accordance with the terms of the
specific plan or term You purchase.  DURING THE TRIAL PERIOD, WE WILL HAVE
NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICE TO YOU, AND YOU
WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE SERVICE. THESE
LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS
IN THIS AGREEMENT.

**Pre-Release Technology.** From time to time, We in our sole
discretion may make beta or otherwise pre-general release versions of our
Services **(“Pre-Release Technology”)** available to You at no
additional charge. If You use any Pre-Release Technology, the terms of this
Section will govern that use, and control over any conflicting provisions of
this Agreement. Pre-Release Technology is Our Confidential Information, and
notwithstanding anything to the contrary in this Agreement, You may not
provide access to or disclose the existence of Pre-Release Technology to any
third party. You may use the Pre-Release Technology only for internal
testing and evaluation. We provide the Pre-Release Technology: (a) free of
charge; (b) without support; (c) “AS IS”; and (d) WITHOUT INDEMNIFICATION,
WARRANTY, OR OBLIGATION TO YOU OF ANY KIND. No service level commitment will
apply to the Pre-Release Technology. Certain features or functionality of
the Services may not be available in Pre-Release Technology. Our providing
any Pre-Release Technology does not constitute Our commitment to offer the
Pre-Release Technology on a generally available basis or to continue to
provide You with access to the Pre-Release Technology. We may modify
Pre-Release Technology or terminate Your access to it at any time in Our
sole discretion, and any such modification or termination will not be deemed
a material, detrimental change under this Agreement. The aggregate liability
(excluding indirect damages, for which We expressly disclaim all liability)
of Us, Our affiliates and suppliers, for any claim arising from Your use of
Pre-Release Technology will not exceed one-thousand U.S. dollars ($1,000
USD). Feedback you provide with regard to Pre-Release Technology is subject
to Section 7c (Feedback*) below.

**Subscription Terms.**Subject to payment of all Fees and the
terms and conditions of this Agreement, We hereby grant You a limited,
non-exclusive, non-sublicensable and nontransferable right during the
Subscription Term of this Agreement to use the Service only in accordance
with the Documentation, solely for Your internal purposes.  You must
purchase a subscription for each User that will access the Service. If more
than the permitted number of Users access the Service, You will be charged
the applicable Fees for the excess Users. You may add Users from the Service
dashboard as needed, subject to paying applicable additional Fees. User
subscriptions cannot be shared or used by more than one (1) User but may be
reassigned to a new User replacing a person who no longer requires access to
the Service. You are solely responsible for selecting secure User passwords,
changing passwords frequently, maintaining the confidentiality of User
logins and passwords, and restricting access to the Service. We assume no
responsibility for damage or loss arising from unauthorized access to the
Service and Your account due to Your failure to protect Your account through
proper maintenance of User logins and passwords. The Service is subject to
certain limitations on the number of email alerts, phone call alerts, SMS
alerts and other types of alerts, each as specified on our Website
**(“Alert Limits”**). You will be charged the applicable Fees
for any alerts in excess of the Alert Limits. The Service may be subject to
other limitations as set forth in the Documentation, including, but not
limited to, limits on disk storage space, the rate of incoming email
requests, the number of inbound calls permitted to the API within a
specified period of time, the number of outbound calls the Service will make
to a client API within a specified period of time, and the number of alerts
the Service will send to a Contact Person within a specified period of time.
You acknowledge that exceeding these other limitations may cause the Service
to malfunction, may accrue additional Fees, or may result in suspension of
the Service until compliance has occurred.

**Restrictions on Use.**You may not use the Service or
Documentation except as permitted in this Agreement. Without limiting the
foregoing, You may not cause or permit any third party to, (i) alter, modify
or create any derivative works of the Service, the underlying source code,
or the Documentation in any way, including without limitation customization,
translation or localization; (ii) rent, lease, license, sublicense,
encumber, sell, offer for sale, or otherwise transfer rights to the Service
or Documentation, including for timesharing or as a service bureau; (iii)
port, reverse compile, reverse assemble, reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code of the Service;
(iv) copy, distribute, link, frame, mirror or otherwise make available any
portion of the Service to any third party; (v) remove or alter any logos,
trademarks, links, copyright or other notices, legends or markings from the
Service or Documentation; (vi) attempt to bypass or tamper with the
security, operation of the Service; (vii) attempt to access the accounts or
data of any other customer or User; or (viii) use the Service for
benchmarking purposes or otherwise to analyze its workings and features for
competitive purposes or in a manner that imposes unusual demands on the
service outside of normal functions and operations.

**Proprietary Rights.**

*Contact Information and Customer Materials*. You will
retain all right, title and interest in and to the Contact Information
and all intellectual property rights therein.  Nothing in this Agreement
will confer to Us any right of ownership or interest in the Contact
Information, other than the limited license set forth herein. You agree
to provide Us with reasonable access to Your Customer Materials as
reasonably necessary for Our provision of Professional Services.
 **“Customer Materials”** means Your materials, systems,
personnel and other resources.

*Company Intellectual Property***. **We shall retain
all right, title and interest in and to the Company Intellectual
Property, and any changes, derivatives, corrections, developments, bug
fixes, enhancements, updates and other modifications, improvements
thereto, and as between the parties all such rights shall vest in and be
assigned to Us.  Nothing in this Agreement will confer on You any right
of ownership or interest in the any Company Intellectual Property, other
than the limited license set forth herein.
**“Company Intellectual Property”** means Our proprietary
technology, including the Service and Documentation, Websites, software
tools, hardware designs, algorithms, software, APIs, user interface
designs, architecture, documentation, network designs, know-how, and
trade secrets, improvements, materials, methods, processes, formulas,
techniques, deliverables and other information developed or otherwise
made in whole or part by Us in the performance of the Services, and all
intellectual property rights therein and thereto throughout the world
(whether owned by Us or licensed to Us by a third party).

*Feedback***. **We encourage You to provide
suggestions, proposals, ideas, recommendations, or other feedback
regarding improvements to the Service(s) and related resources
**(“Feedback”**). To the extent You provide Feedback, You
grant Us a non-exclusive, royalty-free, fully paid, sub-licensable,
transferable, irrevocable, perpetual, worldwide right and license to
make, use, sell, offer for sale, import and otherwise exploit Feedback
(including by incorporation of such Feedback into the Service(s) without
restriction); provided that such Feedback does not identify You or Your
Users or include any Contact Information without Your prior written
consent.

**Warranty Related to SMS Use in the United States.**

By signing up to the Service, You agree to receive SMS and other types of
messages from Us (“Messaging”), and You represent and warrant that You shall (i)
receive and will maintain consents from each Contact Person who will receive
messages, (ii) maintain procedures for each Contact Person to opt out of
participating in Messaging, and once opted-out, You will not re-enroll any
Contact Person to Messaging until You have obtained renewed consent from Contact
Person to receive Messaging through the Service, and (iii) comply with all
applicable law relating to Messaging in Your use of the Service, including
without limitation, the Telephone Consumer Protection Act and CAN-SPAM.  You
shall be responsible for compliance with Messaging and related data privacy
laws.

**Support, Security and Privacy.**

We shall provide support for the Service as selected by You, depending
upon the plan when You enroll in the Service. The applicable support
policies can be found on Our website at
http://www.pagerduty.com/support-policy.

We shall maintain administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of Contact
Information. Without Your prior written consent, We shall not (i) modify
Contact Information, (ii) disclose Contact Information to a third party
(except as needed to perform the Service or if required to do so by law
or governmental process), or (iii) access Contact Information except to
provide the Service and prevent or address Service or technical
problems. In the event of an intrusion or other breach of the Service’s
security, Company shall use reasonable efforts to (a) notify You of the
breach, once a full investigation into the nature of the breach has been
conducted and concluded, and sufficient steps to remediate or correct
the breach have occurred to secure customer data and such steps would
not be further jeopardized by such notification, and (b) resolve the
breach and recover any data disclosed as a result thereof.

You acknowledge that We will, and permit Us to, collect, use, and
disclose statistical or aggregate information about You and Your Users’
use of the Service, including information about the performance of the
Services and other data derived from the use of the Service(s), for
industry analysis, benchmarking, analytics, marketing, to improve or
enhance the Services, and other business purposes; provided, that all
data disclosed will be in statistical or aggregate form only and will
not identify You, Affiliates or Users. We own all right, title, and
interest in and to such derived data; provided, that You retain all of
Your right, title, and interest in and to any underlying customer data.
 Contact Information shall be treated in accordance with Our Privacy
Policy set forth on Our website.

**Fees and Payment Terms. **

You shall pay all Fees associated with Your Use of the Service as set
forth on Our website and/or order form **(“Fees”).**
**“Subscription Term”** means the subscription period You
contract for Your Use of the Services as set forth in the applicable
order form or self-service check-out.

*Order Forms*: Except as set forth in the applicable order form,
You will pay all Fees associated with an order form, in accordance with
the following: (a) Fees are invoiced in advance for annual plans; (b)
the first invoice will coincide with the order start date; (c) payment
will be due within thirty (30) days from the date of the invoice. Upon a
fully executed order form, Your order is non-cancellable and
nonrefundable except as provided in this Agreement, and the Subscription
Term as set forth in the order form is a continuous and non-divisible
commitment for the entire duration of the Subscription Term. The order
form is incorporated in this Agreement by reference. 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.

*Self-Service*: For self-service annual plans: (i) You must
indicate an initial number of Users and may not reduce that number
during the Subscription Term of the plan; (ii) for the first month, We
will charge Your credit card a full year of Subscription Term Fees based
on the initial number of Users, which amount is not cancellable or
refundable; (iii) any Users added during the Subscription Term of Your
plan will have their subscription fees calculated at the rate then in
effect and prorated for the remainder of the Subscription Term so that
all User subscriptions shall terminate on the same date and We will
charge the prorated amount to Your credit card in the month in which the
Users are added. For self-service month-to-month plans: (i) You must
select a plan, which you can cancel at any time; (ii) We will charge
Your credit card monthly, in arrears, based on the largest number of
Users active on any day of the month; (ii) We reserve the right to
change the Fees at any time. We will charge Your card on a monthly
basis, but may change the date on which the charge is posted at any
time. You will pay any applicable taxes, if any, relating to any such
purchases, transactions or other monetary transaction interactions.

You are responsible for keeping all account information accurate and
up-to-date, including credit card, address, and account contact information.
You hereby represent that You have the right to provide Us with Your credit
card information and authorize Us to charge the credit card for all Fees.
You agree to pay all charges incurred by Users of Your credit card, debit
card, or other payment method used in connection with a purchase or
transaction or other monetary transaction interaction with the Service at
the prices in effect when such charges are incurred.  All Fees are payable
in United States dollars and are non-cancelable and non-refundable except as
otherwise set forth herein. You shall be responsible for paying all sales,
use, value added or other taxes, except for taxes based on our income. For
unpaid payments, not properly disputed, We may without waiving or
prejudicing any other rights or remedies available to Us, a) charge the
lesser of 1% per month or the maximum rate permitted by applicable law, b)
suspend the Services immediately until Your Fees is brought current, and/or
c) where applicable, automatically accelerate all remaining payments such
that the total Fees under the order become immediately due and payable.  If
You are paying by a credit card, and if Your credit card is declined for any
installment, beginning five (5) days after the unsuccessful charge, We may
suspend the Services immediately until Your payment is brought current.  If
a PO number is required in order for an invoice to be paid, then You must
provide such number by emailing
accountsreceivable@pagerduty.com
within three (3) days of execution of an order form. However, You agree that
a failure to provide a PO does not relieve You of Your obligations to pay
Your Fees. **California Residents. **The provider of Services
is: PagerDuty, Inc., 600 Townsend Street #125, San Francisco, CA 94103. If
You are a California resident, in accordance with Cal. Civ. Code §1789.3,
You may report complaints to the Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs by
contacting them in writing at 1625 North Market Blvd., Suite N 112
Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

You will notify Us in writing in the event You have a good faith dispute as
to Fees or taxes payable by You under this Agreement by emailing
accountsreceivable@pagerduty.com. You will provide such notice to Us prior to the due date of the invoice
containing such Fees or taxes due that are in dispute and the parties will
work together to resolve the applicable dispute promptly.  You will pay all
amounts that are determined to be payable by resolution of the dispute (by
adversarial proceedings, agreement or otherwise) within ten (10) days
following such resolution.

**Confidentiality. **

*Definition of Confidential Information. *As used herein,
“**Confidential Information**” means all confidential
information disclosed by a party to this Agreement (“**Disclosing Party”) to the other party (“Receiving Party**”), whether
orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure. Your Confidential
Information shall include Contact Information and any ancillary
information, such as account information, and alert priorities.
Confidential Information shall not include any information that (i) is
or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party, (ii) was or becomes known to
the Receiving Party prior to its disclosure by the Disclosing Party
without breach of any obligation owed to the Disclosing Party as
evidenced by written records, or (iii) is independently developed by the
Receiving Party without use of the Disclosing Party’s Confidential
Information.

*Protection of Confidential Information. *Receiving Party shall
not disclose Disclosing Party’s Confidential Information to any third
party except as permitted by this Agreement. Receiving Party shall only
use Disclosing Party’s Confidential Information to fulfill its
obligations under this Agreement. Receiving Party shall use the same
degree of care to protect the confidentiality of the Confidential
Information that it uses to protect its own confidential and proprietary
information (but in no event less than reasonable care). Receiving Party
may disclose Confidential Information to its employees, consultants and
agents who reasonably need to know such Confidential Information for
purposes of this Agreement, provided that Receiving Party shall ensure
that such employees, consultants and agents are bound by obligations of
confidentiality substantially the same as the obligations in this
Section. Receiving Party shall be liable for any disclosures of
Confidential Information by its employees, consultants and agents in
violation of this Section.

*Compelled Disclosure. *The Receiving Party may disclose
Confidential Information of the Disclosing Party if it is compelled by
law or governmental authority to do so, provided the Receiving Party
gives the Disclosing Party prior notice of such compelled disclosure (to
the extent legally permitted) and reasonable assistance, at the
Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure. The Receiving Party shall limit any disclosure of
Confidential Information pursuant to this Section to the extent strictly
necessary to comply with the applicable request by such governmental
entity.  Any disclosure of Confidential Information pursuant to this
Section shall not affect the confidential treatment of such disclosed
Confidential Information.

*Remedies*. Receiving Party agrees that a breach of this Section
may result in immediate and irreparable harm to Disclosing Party that
money damages alone may be inadequate to compensate. Therefore, in the
event of such a breach, Disclosing Party will be entitled to seek
equitable relief, including but not limited to a temporary restraining
order, temporary injunction or permanent injunction without the posting
of a bond or other security.

**Indemnification.**

*By Us*. We shall defend, indemnify and hold You harmless from
and against all claims, losses and damages (including reasonable
attorneys’ fees) made by a third party against You that the Service
infringes that third party’s United States intellectual property rights,
except to the extent such a claim arises from Your misuse of the
Service. If We believe that any portion of the Service may be subject to
such a claim, then We may, at our sole option and expense: (i) procure
for You the right to continue using the Service; (ii) modify or replace
the infringing portions of the Service to allow for continued use, or if
these alternatives are not commercially reasonable, refund any unused,
prepaid Fees and terminate this Agreement. THIS SECTION 12 STATES OUR
ENTIRE LIABILITY FOR INFRINGEMENT RELATING TO THE SUBJECT MATTER OF
THESE TERMS OF USE AND SHALL NOT APPLY DURING ANY TRIAL PERIOD. As a
condition to being indemnified You shall promptly notify Us of any
claim, and allow Us sole control of the defense and settlement of the
claim.

*By You*. You agree to defend, indemnify and hold Us harmless
from and against all claims, losses and damages, suits, government
investigations, fines, actions, damages, settlements, losses,
liabilities, costs and expenses (including reasonable attorneys’ fees)
for any breach of Your representations, warranties and covenants set
forth in Section 8 above.

**Warranties; Disclaimers.**

We warrant that the Service will perform in accordance with the Service
Level Agreement (SLA) set forth on our website at https://www.pagerduty.com/standard-service-level-agreement/; provided, however, that the sole remedy for breach of this warranty
or failure of the Service to perform shall be as set forth in that SLA.

You represent and warrant that You will not use the Service in any
country embargoed by the United States and neither You, nor Your Users
are a foreign person or entity blocked or denied by the United States
government.  You further represent and warrant that You are entirely
responsible for Your compliance with all applicable United States laws
and regulations and with all applicable local laws and regulations,
including but not limited to export and import regulations.

Professional Services Warranty. We warrant to You that the Professional
Services will be performed in a competent and workmanlike manner in
accordance with accepted industry practices and the terms and conditions
herein. However, if You do not provide Us timely access to Your
Materials in Our performance of Professional Services, then Our
performance will be excused until You do so. Your exclusive remedy for
breach of this warranty is to notify Us in writing within thirty (30)
days of the non-conforming Services.  Upon receipt of such notice, at
Our option, We will either use commercially reasonable efforts to
re-perform the Professional Services in conformance with these warranty
requirements or will terminate the affected Professional Services and
will refund You the prorated amount of Fees for the unperformed and
non-conforming Professional Services.  This Section (Performance
Standard) sets forth Your exclusive rights and remedies and Our sole
liability in connection with the warranty.

EXCEPT FOR THE FOREGOING, WE PROVIDE THE SERVICE AND DOCUMENTATION “AS
IS” WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL
BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY,
ACCURACY, SECURITY OF DATA, OR ACHIEVEMENT OF RESULTS.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT, SERVICE OR CONTENT ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, SERVICE OR CONTENT, AND
WE SHALL NOT BE A PARTY TO, LIABLE FOR NOR DO WE IN ANY WAY MONITOR, ANY
TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES.

**Reseller Transactions. **If any of Your purchases were made
through an authorized reseller of Ours (“Reseller”):

You will pay any owed amounts to the Reseller, as agreed between You and
the Reseller. You agree that We may suspend or terminate Your use of the
Services if We do not receive Our payment of Fees from the Reseller.

You may place Your order through the Reseller via an order placed with
Us, or through Your purchases via the self-service function in the
Service. The Reseller and You are responsible for the accuracy of the
orders placed.

Reseller may not modify this Agreement or make any commitments on Our
behalf. Only this Agreement govern Our obligations to You.

The amounts paid by the Reseller to Us for Your use of the Services
under this Agreement will be deemed the amount actually paid under this
Terms of Use for purposes of calculating Our liability under Section 15.

Your renewal pricing will be communicated to you by the Reseller in
accordance with the terms You have with the Reseller or Us prior to the
renewal Subscription Term, under Section 18.

**Limitation of Liability.**NEITHER PARTY SHALL BE LIABLE
HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING,
WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT
LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE OTHERWISE
EXPLICITLY INDICATED, A PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OF USE SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE
HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT
GIVING RISE TO SUCH LIABILITY.  WITHOUT LIMITING THE FOREGOING, WE SHALL
HAVE NO LIABILITY FOR ANY FAILURE OF THE SERVICE ARISING FROM OR RELATED TO
(I) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER
UNAUTHORIZED ACCESS, (II) YOUR OR YOUR USERS’ FAILURE TO CONFIGURE THE
SERVICE IN CONFORMANCE WITH THE DOCUMENTATION, (III) YOUR OR YOUR USERS’
FAILURE TO PROVIDE ACCURATE CONTACT INFORMATION TO THE SERVICE, OR (IV) ANY
MESSAGING LAWS.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

**Modifications to this Agreement.**We reserve the right, at
Our sole discretion, to modify or replace any part of this Agreement by (i)
posting a revised Agreement on Our site or (ii) providing notice to You of
the change. modifications will take effect at the start of the month
following notice for self-service month-to-month plans, and at the end of
the prepaid Subscription Term for all other plans.

**Arbitration.** READ THIS SECTION CAREFULLY BECAUSE IT
REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN
WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with Us, You agree to
first contact Us at legal@pagerduty.com and attempt to resolve the dispute with Us informally. In the unlikely
event that We have not been able to resolve a dispute with You after sixty
(60) days, any controversy or claim arising out of or relating to this
Agreement, or the breach hereof, shall be settled by arbitration in the city
of San Francisco, California, by binding arbitration by JAMS, Inc. (“JAMS”),
under the Optional Expedited Arbitration Procedures then in effect for JAMS.
JAMS may be contacted at www.jamsadr.com.  Any award shall be final, binding
and conclusive.  A judgment upon the award rendered may be entered in any
court having jurisdiction thereof.  Nothing in this Section shall be deemed
as preventing Us from seeking injunctive or other equitable relief from the
courts as necessary to prevent the actual or threatened infringement,
misappropriation, or violation of Our data security, or Our intellectual
property rights or other proprietary rights.

**Term and Termination.**This Agreement commences when You
accept the terms, and expire on the date of expiration or termination of all
Subscription Terms **(“Term of Agreement**”). At the end of
each Subscription Term, the associated order shall automatically renew for
an additional annual term at the prices communicated to You at least sixty
(60) days prior to the end of that  Subscription Term (or the same prices as
the prior Subscription Term if no new prices are provided), unless You
notify Us of Your intent not to renew by sending an email to
renewals@pagerduty.com at least
thirty days (30) before the renewal date. We will send the renewal notice to
the contact email listed on the account unless You notify Us to use another
email contact with Your account. If You have Your credit card number on
file, Your card will be charged for the renewal term in accordance with the
billing terms set forth in these terms. You may choose to terminate this
Agreement and all orders at any time for any reason with written notice,
provided that upon such termination: i) You will not be entitled to a refund
of pre-paid Fees and ii) all remaining Fees for a then-current order or
Subscription Term that are outstanding will become immediately due and
payable. Either party may terminate this Agreement upon thirty (30) days’
prior written notice to the other party for a material breach that remains
uncured at the expiration of such period. Immediately upon termination of
this Agreement for any reason, You will (i) cease use of the Service, (ii)
pay in full all Fees due upon termination, and (iii) return or destroy all
copies of Our Confidential Information. After the expiration or termination
of this Agreement for any reason Your account shall be deactivated and all
Contact Information deleted. All provisions of this Agreement which by their
nature should survive cancellation or termination of this Agreement shall
survive cancellation or termination.

**Publicity.** Neither Party shall refer to the identity of the
other Party in promotional material, publications or other forms of
publicity relating to the Service unless the prior written consent of the
other Party has been obtained; provided, however, that We may use Your name
and logo for the limited purpose of identifying You as a customer of Our
Services on Our websites, and in other marketing materials distributed by Us
(which may include emails and other web and print materials).

**Miscellaneous.** You will only use the Service in accordance
with applicable law, including without limitation all export control laws.
This Agreement shall be governed by and interpreted in accordance with the
laws of the state of California without regard to its conflict of laws
provisions. You may not assign, sublicense, delegate or otherwise transfer
any of Your rights or obligations under this Agreement without Our prior
written consent. We may assign this Agreement at Our sole discretion. This
Agreement shall be binding upon and shall inure to the benefit of the
parties, their successors and permitted assigns. If any provision of this
Agreement is held to be invalid or unenforceable, such provision shall be
construed to reflect the parties’ original intent, and the remainder of this
Agreement shall remain in full force and effect. This Agreement constitutes
the entire understanding and Agreement of the parties with respect to its
subject matter and supersedes all prior and contemporaneous Agreements or
understandings. The failure of either party to enforce any of the provisions
of this Agreement shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions. The parties to this Agreement
are independent contractors and no agency, partnership, joint venture,
employment or similar relationship exists between them. Neither party has
the authority to bind the other or incur any obligation on its behalf.
Notices required hereunder shall be effective upon their delivery by email,
courier or delivery service (effective upon receipt), or first class United
States mail, return receipt requested (effective upon receipt).