Last Updated: May 16, 2016
THESE TERMS SUPERSEDE ANY OTHER AGREEMENT OR TERMS IN A PRE-PRINTED DOCUMENT SUCH AS A PURCHASE ORDER, INVOICE, STATEMENT OF WORK OR THE LIKE. ANY SUCH TERMS SHALL BE CONSIDERED AS PROPOSED ADDITIONS TO THESE TERMS AND ARE HEREBY EXPRESSLY REJECTED UNLESS AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.
- Proprietary Rights.
- 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 Customer 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.
- 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. 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) for the first month, we will charge your credit card with an estimate of your fees for that month in advance, with any excess credited against subsequent month’s fees (and forfeited if you cancel before all credit is applied); (iii) for subsequent months, we will charge your credit card monthly, in arrears, based on the largest number of Users active on any day of the month; (iv) we will pro rate the Fees for the final month based on the number of days; and (v) we reserve the right to change the Fees at any time. 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., 600 Townsend St., #200 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.
- 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/ or https://www.pagerduty.com/enterprise-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.
- Publicity. You agree that we may identify you as a customer in our promotional and marketing activities and on our website.