“Delivery Failure” means (A) an Availability Outage or (B)a Delivery Period that exceeds five (5) minutes from receipt of the triggering event notification from Customer due to or caused by reasons within PagerDuty’s control, excluding specifically (but not exclusively) failures caused by: (i) Customer’s own telecommunications, Internet service providers, or Email domain server availability; (ii) a Force Majeure Event; (iii) any systemic Internet failures; (iv) a properly noticed Maintenance Outage; (v) a Delivery Failure which occurs during a time period when Customer’s alert volume for any 15 minute period during which at least one (1) Incident occurs exceeds 1000% over the median of 15 minute periods during which that Customer triggered Incidents in the previous six (6) months; (vi) any failure of Customer Responsibilities or (vii) if the Deliver Service is push notification, any failure in the service provider of a push notification channel.
“Remedy Period” means the Delivery Period minus five (5) minutes in the event of a Delivery Failure not caused by an Availability Outage, or the duration of an Availability Outage minus ten (10) minutes in the event of a Delivery Failure caused by an Availability Outage.
“High Urgency Alert” means an alert that Customer has designated using the Service as having high urgency.
“Remedy Amount” means Customer’s Realized Loss directly due to the Delivery Failure during the Remedy Period, as shown by Customer records. Customer’s Realized Loss is defined as profits that would have been realized from documented third party transactions attempted during the Remedy Period that were not completed due to the Delivery Failure. If documentation of attempted third party transactions during the Remedy Period does not exist due to the Incident that created the triggering notification, the Customer can submit evidence of transaction rate for three months prior to the event and PagerDuty will use the average rate of third party transactions over this timeframe. Profits is defined as revenue less all documented customary expenses. Exclusions from the Remedy Amount: (i) amounts from transactions – whether or not successfully completed – not using the affected systems, (ii) any required systems to process a transaction which would have been unavailable despite the Delivery Failure, and (iii) any costs of repairing Customer’s systems, or any replacement or substitute service costs.
“Customer Responsibilities” means Customer’s obligations to (i) configure and use the Service correctly in accordance with the Documentation; (ii) follow proper procedure in communicating the Incident to PagerDuty; (iii) maintain and update all Contact Information.
“Documentation” means any documentation for the Service that Company provides to Customer, or that it posts on its website at https://www.pagerduty.com and https://www.pagerduty.com/support/.
“Force Majeure Event” means (i) compliance with any act, order, demand or request of any government or governmental authority, agency or instrumentality; (ii) labor disputes, difficulties or work stoppages or slowdowns of any kind; (iii) hurricane, earthquake, flood and other natural disasters or fires; (iv) war, rebellion, act of terrorism, or civil disorder; (v) act or omission of any telecommunication or services provider; (vi) any other cause beyond PagerDuty’s reasonable control.
“Maintenance Outage” means a planned or unplanned maintenance period, including, without limitation, any maintenance downtime or maintenance outage, not to exceed an aggregate of ten (10) hours in any calendar month.
2. Delivery Failure Credits. For each properly documented Delivery Failure, PagerDuty will credit to Customer the Remedy Amount attributable to that Delivery Failure, up to a maximum of five (5) times the annual fees paid by Customer. Customer’s annual fees shall be based on the average of fees paid for the most recent three (3) months calculated as the cost/seat in each month multiplied by the number of paid seats for that month, with an overall cap of three million dollars ($3,000,000). Credits are not cumulative, that is, there shall only be a single credit given for all Delivery Failures with a single cause. Customer must report the Delivery Failure at the time it occurs, and must claim any credits by presenting documented evidence of the Remedy Amount within fifteen (15) days of occurrence of the relevant Delivery Failure. Customer will permit PagerDuty or an independent third party to audit its records to verify the Remedy Amount if requested. THIS SERVICE LEVEL AGREEMENT SETS FORTH CUSTOMER’S SOLE REMEDYFOR ANY FAILURE OF SERVICE AVAILABILITY OR FAILURE TO CONTACT THE DESIGNATED PERSONNEL. If Company, in its sole discretion, elects to no longer offer Delivery Failure credits based on Customer’s Realized Loss, then Customer, upon seven (7) days’ notice, must elect to either (i) shift to the next lowest price plan that Company offers at a percentage discount equal to the discount rate applied to Customer’s current plan, and Customer’s fees will be adjusted to reflect this change, or (ii) remain on its current price plan with an additional twenty percent (20%) reduction in subscription fees per User and any prepaid, unused balance will be re-applied at that rate. If Customer does not select either option within the seven (7) day notice period, Company will make the selection on behalf of Customer in its sole discretion. If the shift results in lower fees, Company will credit Customer any prepaid fees pro rata for the remainder of the Term. In either case, Customer will be placed on Company’s standard Service Level Agreement at that time.
3. Maintenance Outages. PagerDuty will provide Customer with notification via e-mail for each planned Maintenance Outage outside of the normal maintenance hours at least one (1) business day in advance. Customer acknowledges that Service Outages and emergency circumstances may require Maintenance Outages under conditions where such notice is not practicable.