Data Processing Addendum

Effective Starting: June 17, 2020

This Data Processing Addendum (“DPA”) forms part of, and is subject to, the Terms of Service, currently located at https://www.pagerduty.com/terms-of-service, made between PagerDuty, Inc. (“PagerDuty”) and Customer (the term “Customer” means the company that You represent) for the provision of the PagerDuty Service (the “Agreement”). This DPA reflects the parties’ agreement with respect to the Processing of Customer’s Personal Data in accordance with the requirements of the Data Protection Laws and Regulations. To the extent the terms and conditions of this DPA are inconsistent with the Terms of Service or applicable Order Form, this DPA shall control as it relates to the Processing of Customer Personal Data. References to the Agreement will be construed as including this DPA. This DPA shall be effective on the effective date of the Agreement or if the Agreement was effective prior to the publishing of this version of the DPA then the Effective Starting date published above for this DPA (provided that Customer has an Agreement in place already) ("Effective Date"). Any capitalized terms not defined herein shall have the respective meanings given to them in the Agreement.  

How this DPA Applies

If Customer is not a party to an Order Form nor the Agreement with PagerDuty, this DPA is not valid and not legally binding.

Data Processing Terms

1. Definitions

The terms used in this Addendum shall have the meanings set forth below. Except as modified below, the terms of the Agreement shall remain in full force and effect.  

For the purposes of this DPA:

1. ‘Customer Personal Data’ means any Customer data that is Personal Data. For purposes of this DPA, Customer Personal Data does not include personal information of employees or other representatives of Customer with whom PagerDuty has a direct business relationship.
2. ‘Data Protection Laws’ means all applicable laws, regulations, and other legal or self-regulatory requirements in any jurisdiction relating to privacy, data protection, data security, breach notification, or the Processing of Personal Data, including without limitation, to the extent applicable, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”) and the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”).  For the avoidance of doubt, if PagerDuty’s Processing activities involving Personal Data are not within the scope of a given Data Protection Law, such law is not applicable for purposes of this DPA.
3. ‘Personal Data’ includes “personal data,” “personal information,” “personally identifiable information,” and similar terms, and such terms shall have the same meaning as defined by applicable Data Protection Laws.
4. ‘Data Subject’ means an identified or identifiable natural person about whom Personal Data relates.
5. ‘Process’ or ‘Processing’ means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or communication, restriction, erasure or destruction.
6.  ‘consent’ of the data subject means any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.

2. Rights of Data Subjects.

1. Data Subject Requests. PagerDuty shall, to the extent legally permitted, promptly notify Customer if it receives any requests from a Data Subject to exercise a Data Subject right under applicable Data Protection Laws, such as access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or to not be subject to automated individual decision-making producing legal or similarly significant effects (each a “Data Subject Request”). Taking into account the nature of the Processing, PagerDuty shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligations to respond to a Data Subject Request under applicable Data Protection Laws. In addition, to the extent Customer, in its use of the Service, does not have the ability to address a Data Subject Request, PagerDuty shall, upon Customer’s request, use commercially reasonable efforts to assist or cause any applicable Sub-processor (as defined in Attachment 1) to assist, Customer in responding to such Data Subject Request, to the extent PagerDuty or any applicable Sub-processor is legally permitted to do so and the response to such Data Subject Request is required under applicable Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from PagerDuty’s provision of such assistance, including any fees associated with provision of additional functionality.

3. Sub-Processors

1. PagerDuty’s Sub-processors. A list of Sub-processors for the Service as of the Effective Date is located at https://www.pagerduty.com/subprocessors/. Customer has instructed or authorized the use of Sub-processors to assist PagerDuty with respect to the performance of PagerDuty’s obligations under the Agreement. Upon written request of the Customer, PagerDuty will provide to Customer a list of its then-current Sub-processors. Customer acknowledges and agrees that PagerDuty may engage third-party Sub-processors in connection with the provision of the Service. PagerDuty shall maintain an updated list of Sub-processors that will be made available to Customer upon request.
2. Liability for Sub-processors. PagerDuty shall be liable for the acts and omissions of its Sub-processors to the same extent PagerDuty would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
3. If PagerDuty processes Personal Data of residents in the European Economic Area on Customer’s behalf, in order to exercise its right to object to PagerDuty’s use of a new Sub-processor, Customer shall notify PagerDuty promptly in writing within ten (10) business days after PagerDuty’s updated list of Sub-processors has been made available. In the event Customer objects to a new Sub-processor pursuant to this subprovision, and that objection is not unreasonable, PagerDuty will use reasonable efforts to make available to Customer a change in the Service or recommend a commercially reasonable change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If PagerDuty is unable to make available either type of change within a reasonable time period, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those aspects of the Service which cannot be provided by PagerDuty without the use of the objected-to new Sub-processor by providing written notice to PagerDuty.
4. Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be sent by PagerDuty to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses (where applicable) may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by PagerDuty beforehand; and, that such copies will be provided by PagerDuty only upon reasonable request by Customer.

4. Security Measures

PagerDuty shall maintain appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful Processing, and against unlawful or accidental destruction, alteration, damage, or loss, unauthorized disclosure of, or access to, Personal Data), confidentiality, and integrity of Personal Data, as provided for in Appendix 2. PagerDuty regularly monitors compliance with these measures. PagerDuty will not materially decrease the overall security of the Service during Customer’s subscription term.

5. Security Breach Management and Notification

PagerDuty maintains a security incident management procedure and shall, to the extent required under the applicable Data Protection Law, promptly notify Customer of any actual or reasonably suspected unauthorized disclosure of Customer Personal Data, by PagerDuty or its Sub-processors of which PagerDuty becomes aware (a “Security Breach”). Customer shall be responsible for notifying Data Subjects affected by a Security Breach unless Customer and PagerDuty make other arrangements. PagerDuty shall make reasonable endeavors to identify and remediate the cause of such Security Breach and to notify Customer no later than seventy-two (72) hours after PagerDuty’s discovery and full remediation unless otherwise required by applicable Data Protection Law.

6. Deletion of Customer Personal Data

Upon termination of the Service for which PagerDuty is processing Personal Data, PagerDuty shall, upon Customer’s request and subject to the limitations described in the Agreement, delete Customer Personal Data in accordance with the procedures and timeframes specified in the Agreement. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) shall be provided by PagerDuty to Customer only upon Customer’s request.

7. Data Transfers

1. To the extent that PagerDuty Processes Personal Data of Data Subjects located in the European Economic Area (“EEA”) and/or Switzerland, by signing this DPA, PagerDuty agrees to be bound by the standard contractual clauses for the transfer of personal data from the EEA to processors established in third countries (“Model Clauses”) located in Attachment 1. In case of conflict between the Model Clauses and this DPA, the Model Clauses will prevail.  
2. Following Brexit taking effect, the relevant terms shall be deemed amended as necessary to legitimize transfers of Personal Data of Data Subjects located in the United Kingdom to and from the United Kingdom and subsequent onward transfers.

8. Audits and Certifications.

The parties agree that the audits described in Clause 5(f), Clause 11 and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, PagerDuty shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of PagerDuty and that has signed a nondisclosure agreement reasonably acceptable to PagerDuty) information regarding PagerDuty’s compliance with the obligations set forth in this DPA, and its Sub-processors (to the extent that they make such information generally available to customers). Following any notice by PagerDuty to Customer of an actual or reasonably suspected unauthorized disclosure of Personal Data, upon Customer’s reasonable belief that PagerDuty is in breach of its obligations in respect of protection of Personal Data under this DPA, or if such audit is required by Customer’s Supervisory Authority, Customer may contact PagerDuty in accordance with the notice procedure described in the Agreement to request an on-site audit of PagerDuty’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Any such request shall occur no more than once annually, and only in the event of an actual or reasonably suspected unauthorized access to Personal Data. Customer shall reimburse PagerDuty for any time expended for any such on-site audit at PagerDuty’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and PagerDuty shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by PagerDuty. Customer shall promptly notify PagerDuty with information regarding any non-compliance discovered during the course of an audit, and PagerDuty shall use commercially reasonable efforts to address any confirmed non-compliance.

9. GDPR and CCPA.

PagerDuty will Process Customer Personal Data in accordance with the GDPR and CCPA requirements directly applicable to PagerDuty’s provision of the Service.

10. Limitation of Liability.

Notwithstanding anything to the contrary in the Agreement or this DPA, each party’s and all of its

affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, any Order Form

or the Agreement, whether in contract, tort or under any other theory of liability, shall remain

subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section

to the liability of a party means the aggregate liability of that party and all of its affiliates under

the Agreement and this DPA, including all Attachments hereto.

11. Customer’s Processing Instructions

1. This DPA and the Agreement are Customer’s complete and final instructions at the time of signature of the Agreement to PagerDuty for the Processing of Personal Data. Any additional or alternative instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Users in their use of the Service; and (c) Processing to comply with other reasonable instructions provided by Customer (for example for support) where such instructions are consistent with the Agreement.  
2. PagerDuty will not:  

1. Sell Personal Data or otherwise Process Personal Data for any purpose other than for the specific purposes set forth herein.  For the avoidance of doubt, PagerDuty will not Process Personal Data outside of the direct business relationship between Customer and PagerDuty.  For purposes of this paragraph, “sell” shall have the meaning set forth in the CCPA.
2. Attempt to link, identify, or otherwise create a relationship between Personal Data and non-Personal Data or any other data without the express authorization of Customer.

12. Order of Precedence.

This DPA is incorporated into and forms part of the Agreement. For matters not addressed under this DPA, the terms in the Agreement shall apply. With respect to the rights and obligations of the parties with respect to the Processing of Customer Personal Data, the terms of this DPA will control and the parties agree that this DPA shall replace and supersede any existing data processing addendum, attachment,  exhibit, or Standard Contractual Clauses (as applicable) that the parties may have previously entered into regarding the Processing of Customer Personal Data in connection with the PagerDuty Service.

13. Term and Termination; Duration of Processing.

Notwithstanding expiration or termination of the Agreement, this DPA and the Model Clauses (if applicable) will remain in effect until the deletion of all Customer Personal Data as described in this DPA and will automatically expire upon such deletion.

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Attachment 1

Standard Contractual Clauses (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

THE PARTIES (PAGERDUTY AS DATA IMPORTER AND CUSTOMER AS DATA EXPORTER) HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a)        'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data¹;

(b)        'the data exporter' means the controller who transfers the personal data;

(c)        'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)        'the sub-processor' means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)        'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the State in which the data exporter is established;

(f)        'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular, where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

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Clause 2

Details of the Transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party Beneficiary Clause

1.        The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2.        The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.        The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

4.        The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the Data Exporter

The data exporter agrees and warrants:

(a)        that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b)        that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

(c)        that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

(d)        that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)        that it will ensure compliance with the security measures;

(f)        that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)        to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)        to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)        that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)        that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the Data Importer

The data importer agrees and warrants:

(a)        to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to promptly inform the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)        that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)        that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

(d)        that it will promptly notify the data exporter about:

(i)        any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii)        any accidental or unauthorized access, and

(iii)        any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(e)        to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)        at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)        to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)        that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i)        that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j)        to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1.        The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

2.        If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such successor entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3.        If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such successor entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and Jurisdiction

1.        The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)        to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)        to refer the dispute to the courts in the Member State in which the data exporter is established.

2.        The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with Supervisory Authorities

1.        The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2.        The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3.        The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the Contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

1.        The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses². Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor's obligations under such agreement.

2.        The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3.        The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4.        The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the Termination of Personal Data Processing Services

1.        The parties agree that on the termination of the provision of data processing services, the data importer and the sub-processor shall, at the written notice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2.        The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

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APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

Details of the data processing

This Appendix forms part of the Clauses.

Data exporter

The data exporter is (i) the Customer identified in the DPA between the data exporter and the data importer that these Clauses are attached to; and (ii) all Affiliates of Customer established within the European Economic Area (EEA) and Switzerland that have purchased the PagerDuty Service on the basis of one or more Order Forms or are using the PagerDuty Service in accordance with the Agreement. The terms “Affiliate”, “Order Form”, and “Service” are defined in the Agreement, and the terms “Agreement” and “Customer” are defined in the DPA.

Data importer

The data importer is PagerDuty, Inc., headquartered in the United States of America. PagerDuty, Inc. is an Operations Performance Management platform and provides Software-as-a-Service Information Technology on-call schedule management, alerting, and incident tracking.

Data Subjects

The personal data transferred concern the following categories of data subjects: Contact information of the customer personnel designated to receive, track and respond to alerts from the Service.

Categories of Data

The personal data transferred concern the following categories of data: Data Exporter may submit personal data to the PagerDuty platform and Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, and is not limited to the following categories of personal data:

• First and Last Name
• Contact Information (telephone number & email address)
• Company, Position
• Login Credentials

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):  None.

Processing Operations

The personal data transferred will be subject to the following basic processing activities: The objective of the processing of personal data by Data Importer is the access and use of PagerDuty paging and alert services.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses. 

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

The PagerDuty Data Security Policy located at https://www.pagerduty.com/data-security-policy describes the technical and organizational security measures that PagerDuty, Inc. has implemented.