Effective June 17, 2020

# Service Terms of Use (June 17, 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 June 17, 2020, your use of PagerDuty
Services is governed by the terms here:
www.pagerduty.com/legacy-agreements.

*Effective Starting*: June 17, 2020

THESE TERMS OF SERVICE (“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.

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) day 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 may be 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 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, in accordance with PagerDuty Data Security
Policy, available at
https://www.pagerduty.com/information-security-practices. 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.  PagerDuty’s processing of Contact Information on Your behalf shall be
done in accordance with PagerDuty’s Data Processing Addendum
(“**DPA**”), which is incorporated herein by reference, and
available at
https://www.pagerduty.com/data-processing-addendum.

**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 all 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. Notwithstanding the foregoing, the Our indemnification
obligations set forth in this Section 12(a) do not apply to, and We
will have no obligation to You for, any claim that arises from (i)
modifications to the Service by anyone other than Us or a third-party
expressly instructed on Our behalf, (ii) modifications to the Service
based upon specifications furnished by You (iii) You and/or any of
Your Users’ use of the Service other than as specified in this
Agreement, the Order Form or in the applicable Documentation, (iv) use
of the Service in conjunction with third-party software, hardware,
data or any other combination other than that expressly approved by
Us, or (v) any combination of the foregoing. THIS SECTION 12 STATES
OUR ENTIRE LIABILITY FOR INFRINGEMENT RELATING TO THE SUBJECT MATTER
OF THESE TERMS OF SERVICE 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 Customer
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 governs 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 Service 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.

**General 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 SERVICE 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.

**Liability for Our Indemnification.**  THE foregoing limitation of
liability set forth in Section 15 above shall not apply to Our
indemnification obligation set forth in Section 12(a) if, and only if, the
total aggregate Fees paid and payable by You to Us with respect to your
purchase of the Service in the twelve (12) month period immediately
preceding the Claim exceeds twenty-five thousand United States dollars
(US$25,000). Otherwise, Section 15 shall apply to Our indemnification
obligations set forth in Section 12(a).

**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 expires 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).

**Professional Services.** If You purchase Professional Services You
will be responsible for certain obligations, and acknowledge that failure
to fulfill Your obligations may result in a delay in performance
hereunder. Any such delay caused by You may result in additional charges.
If We terminate the Professional Services component of the Order Form for
breach of this Section, no refunds of Professional Services fees will be
provided. You will:

provide access as needed for Us to fulfill the Professional
Services.

provide Us with reasonable support, including, for example, access to
facilities, resources and employees, and timely decisions or approvals
as necessary for Us to complete the tasks agreed to between the
parties within ninety (90) days of the Order Form Effective
Date.

assign specific personnel (“**Project Sponsor**”) who will serve
as Our executive-level contact. The Project Sponsor will have full
authority to act on behalf of You with respect to: 1) make major
project decisions related to Professional Services; 2) identify and
secure timely resources to perform responsibilities outlined in the
order, subsequent project resource plans, or roles and
responsibilities document; and 3) communicating the goals and benefits
of the project to the organization.

be responsible for configuration of Your management systems to send
Customer Materials to Us.

provide access to Your directory service or a list of Users for use
in provisioning Users in Our Service platform.

provide a list of services and teams that You wish to
provision.

work with Us to create and provide escalation policies including
associated schedules.

**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).