Effective March 14, 2019

# Service Terms of Use (March 14, 2019) 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

**Last Updated: March 14, 2019**

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

**Use of the Service.** Our “Service” is a cloud based
application and platform for IT on-call management, alerting, Incident
tracking, and Incident and alert analytics. An “Incident” is an event that
triggers the Service to alert your personnel using certain Contact
Information. You must configure the Service for us, 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 information of your personnel 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”), along with
other relevant information provided by you or your Users such as alert
priorities. 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 these Terms of Use, including without
limitation failing to pay Fees.

**Trial Period.** You may use the Service for a fifteen (15)
days trial period, starting on the date that you registered with our Service
and accepted these Terms of Use without charge or further commitment for
evaluation purposes.
You need to be aware that the Service will automatically cease
functioning at the end of the trial period unless i) otherwise extended by
PagerDuty in its sole discretion, ii) you supply your credit card or other
payment information and purchase a subscription to the Service.
At the end of the trial period, unless you purchase 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; if you purchase a subscription
to the Service you will be charged in accordance with our standard Fees,
including, without limitation, on a on a per User basis. 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 THESE TERMS OF USE.

**Subscription Terms.** Subject to payment of all Fees and the
terms and conditions of these Terms of Use, we hereby grant you a limited,
non-exclusive, non-sublicensable and nontransferable right during the Term
(as defined below) of these Terms of Use 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 logons 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 logons 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 (“Overages”). 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 these Terms of Use. Without limiting
the foregoing, you may not, and 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. ** You will retain all right, title
and interest in and to the Contact Information and all intellectual
property rights therein. Nothing in these Terms of Use will confer to us
any right of ownership or interest in the Contact Information, other
than the limited license set forth herein.

**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 thereto, and as between
the parties all such rights shall vest in and be assigned to us. Nothing
in these Terms of Use 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, user
interface designs, architecture, documentation, network designs,
know-how, and trade secrets, and all intellectual property rights
therein and thereto throughout the world (whether owned by us or
licensed to us by a third party).

**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 to receive (“Messaging), (ii) maintain procedures for
each Contact Person to opt out of participating in Messaging, and once
opted-out, you will not re-subscribe 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
laws.

Support, Security and Privacy.**

We shall provide basic support for the Service as selected by you on our
website when you enroll in the Service.

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 ensure that all customer data is secure and
would not be further jeopardized by such notification, and (b) resolve
the breach and recover any data disclosed as a result thereof.

You acknowledge and permit us to compile and use statistical or
aggregate information about your use or your Users’ use of the Service,
including, without limitation, the types and number of Incidents, number
of alerts, and other metadata, for promotional purposes and to improve
the Service; provided, however, that such use will not in any manner
include Contact Information or otherwise identify you. Contact
Information shall be treated in accordance with our Privacy Policy set
forth on the website.

**Fees and Payment Terms. **You shall pay all Fees associated
with your use of the Service as set forth on our website (“Fees”). Self
service plans must be paid for by credit card. 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. We will charge your card on a
monthly basis, but may change the date on which the charge is posted at any
time. The amount charged will depend on the type of plan you select. For
self service month-to-month plans: (i) you must indicate an initial number
of Users but may change that number or cancel the plan 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. For self service annual plans: (i) you must
indicate an initial number of Users and may not reduce that number during
the term of the plan; (ii) for the first month, we will charge your credit
card a full year’s subscription fees based on the initial number of Users,
which amount is not cancellable or refundable; (iii) any Users added during
the term of your plan will have their subscription fees calculated at the
rate then in effect and prorated for the remainder of the plan 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. If you incur Overages, we will charge them to your credit card in the
month in which they occur. 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. You
will pay any applicable taxes, if any, relating to any such purchases,
transactions or other monetary transaction interactions. 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 and pay
all sales, use, value added or other taxes, except for taxes based on our
income. Unpaid amounts payments may be assessed a late fee of the lesser of
1.5% per month or the maximum rate permitted by applicable law. We may
suspend or terminate access to the Service if you fail to make any payments
when due. **California Residents.** The provider of Services
is: PagerDuty, Inc., 501 Second Street #100, San Francisco, CA 94107. 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.

**Confidentiality.** The Service and Documentation and all
other information disclosed to you will be our “Confidential Information.”
Your Contact Information will be your Confidential Information. Each party
will keep the other’s Confidential Information confidential, will only use
it in furtherance of these Terms of Use, and will not disclose it to any
third party unless required to do so by law (in which case notice shall be
given of the requirement to allow the other party to object or take other
action), or if needed to fulfill its obligations hereunder (in which case
any such third party must be bound by similar terms of confidentiality).

**Injunctive Relief.** You acknowledge and agree that your
breach or threatened breach of these Terms of Use shall cause us irreparable
damage for which recovery of money damages would be inadequate and that we
therefore may obtain timely injunctive relief to protect its rights under
these Terms of Use in addition to any and all other remedies available at
law or in equity.

**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 that the Service infringes that third party’s
United States intellectual property rights, except to the extent such a
claim is based on 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: (x) procure for you the right to continue
using the Service; (y) 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
these Terms of Use. THIS SECTION 11 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 PagerDuty, Inc. 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 6 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.

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 WILL NOT BE A PARTY TO, LIABLE FOR OR IN ANY WAY MONITOR ANY
TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES.

**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 THREE (3) 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 the Terms of Use.** We reserve the right, at
our sole discretion, to modify or replace any part of these Terms of Use by
(i) posting revised Terms of Use on and/or through the Service 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 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 it has with you after sixty (60) days,
any controversy or claim arising out of or relating to these Terms of Use,
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, intellectual property
rights or other proprietary rights.

**Term and Termination.** These Terms of Use commence when you
accept them. At the end of the term you contract for use of the Service, it
shall automatically renew for additional terms of the same length at the
prices communicated to you at least sixty (60) days prior to the end of that
term (or the same prices as the prior term if no new prices are provided)
until terminated by either you or us with at least thirty (30) days’ notice
prior to the end of each such term. Either party may terminate these Terms
of Use 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 these Terms of Use 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. Upon expiration or termination of these Terms of Use for any
reason your account shall be deactivated and all Contact Information
deleted. All provisions of these Terms of Use which by their nature should
survive cancellation or termination shall survive cancellation or
termination.

**Publicity.** You agree that we may identify you as a customer
in our promotional and marketing activities and on our website.

**Miscellaneous.** You will only use the Service in accordance
with applicable law, including, without limitation all export control laws.
These Terms of Use 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 these Terms of Use without our prior
written consent. We may assign these Terms of Use at our sole discretion.
These Terms of Use shall be binding upon and shall inure to the benefit of
the parties, their successors and permitted assigns. If any provision of
these Terms of Use is held to be invalid or unenforceable, such provision
shall be construed to reflect the parties’ original intent, and the
remainder of these Terms of Use shall remain in full force and effect. These
Terms of Use constitute 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 these Terms of Use shall not be construed
to be a waiver of the right of such party thereafter to enforce such
provisions. The parties to these Terms of Use 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 if delivered by email, facsimile (effective upon
transmission, as evidenced by transmission reports), courier or delivery
service (effective upon receipt), or first class United States mail, return
receipt requested (effective upon receipt).