PAGERDUTY GENERAL TERMS AND CONDITIONS OF CONTRACT (RUNDECK-A DIVISION OF PAGERDUTY, INC.)

PLEASE READ THESE GENERAL TERMS AND CONDITIONS OF USE (THE “GENERAL TERMS”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE SUPPORTED SOFTWARE, SUPPORT, OR THE SERVICES. BY CLICKING THE “I ACCEPT” BUTTON OR BY DOWNLOADING OR OTHERWISE USING THE SUPPORTED SOFTWARE OR BY USING OR CONSUMING THE SUPPORT OR THE SERVICES, YOU, THE CUSTOMER, ACCEPT THESE GENERAL TERMS AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THEM. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF CUSTOMER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE GENERAL TERMS ON BEHALF OF COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SUPPORTED SOFTWARE OR SERVICES. IF YOU DO NOT ACCEPT THESE GENERAL TERMS, THEN YOU ARE NOT PERMITTED TO ACCESS, DOWNLOAD OR OTHERWISE USE THE SUPPORTED SOFTWARE OR SERVICES. EACH ORDERING DOCUMENT AND GENERAL TERMS SHALL BE AN AGREEMENT (THE “AGREEMENT”).

PagerDuty and Customer may be referred to as “Party” or “Parties”.

In consideration of the mutual promises, covenants, and representations herein, and upon the General Terms set forth in the Agreement(s), the Parties agree to the following:

  1. DEFINITIONS. As used in this Agreement:
    1. "Confidential Information" means any information that is of value to its owner or is required to be kept confidential by contract or otherwise, and is treated as confidential, that is disclosed by or on behalf of the discloser or is otherwise directly or indirectly obtained from the discloser. Confidential Information includes, but is not limited to: proprietary information, trade secrets, source code, processes, product designs, sales, cost and other unpublished information, product and business plans and projections. Confidential Information does not include information that is: (i) generally known to the public through no act or omission of recipient; (ii) independently developed by the recipient without use of or reference to the discloser’s Confidential Information; or (iii) obtained by recipient from any third party not owing any confidentiality obligation to the discloser.
    2. "Documentation" means the end user or technical documentation provided by PagerDuty for use with the Supported Software. Advertising, marketing materials, mailing lists, and other forms of public communication are not “Documentation.”
    3. "Intellectual Property Rights" means any and all ownership rights in intangible intellectual property existing from time to time in any jurisdiction, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, confidential information and other proprietary rights, registered or unregistered, or any similar rights.
    4. "Ordering Document(s)" means Order Form(s), as further defined herein, or any other ordering documents entered into by and between the Parties. Ordering Documents shall be governed by these General Terms. To be valid and binding upon PagerDuty, an Ordering Document must reference these General Terms and the P Rundeck Support Policy(ies). An Ordering Document shall contain the specific business terms associated with Customer’s right to use the Supported Software and receive Services, such as Term, Supported Software description, number of Users, and fees and charges.
    5. "Order Form" is an Ordering Document which is contractually binding when signed by both Parties, so long as it references these General Terms. The Parties may enter into multiple Order Forms, if appropriate. 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.
    6. "Purchase Order" means a document issued by Customer that expressly references and incorporates by reference a valid Ordering Document.
    7. "Instance" means one running copy of the Supported Software installed on Customer-controlled computing infrastructure according to the entitlements detailed in these General Terms and the Ordering Document.
    8. "Services" means those services provided by PagerDuty as agreed to in an Ordering Document which is governed by these General Terms.
    9. "Source Code" means the human-readable version of a software program.
    10. "Support" means the support and maintenance PagerDuty provides for the Supported Software pursuant to the Rundeck Support Policies URL(s) stated in a valid Ordering Document. Customer may also purchase optional Add-on Support(s) from time to time by entering into a valid Ordering Document(s) (the “Add-on Support(s)”).
    11. "Supported Software" means the installed PagerDuty Software and all updates, libraries, plugins, and any other components of the Software provided by PagerDuty to Customer under this Agreement. The Supported Software may include Third-Party Software that is licensed under third-party licensed agreements. For the avoidance of doubt, Supported Software does not include any PagerDuty software-as-a-service offerings, which must be purchased separately under different terms.
    12. "Term" means the period of time specified in the Ordering Document for which Customer has the right to use the Supported Software, subject to the terms and conditions of the Agreement.
    13. "Third Party Software" means components of the Supported Software or any other software distributed by PagerDuty that are under license from third parties as listed at http://www.rundeck.com/licenses/; this URL also includes the applicable third-party license terms for the Third Party Software.
    14. "User" means any individual who logs into the Supported Software with credentials issued by Customer.
  2. ORDERING PROCESS. Customer may purchase the right to use the Supported Software, Add-on Support(s), or Services during the Term by entering into an Ordering Document(s). In order to be valid, the Order Document(s) must be executed by either: (a) both Customer and PagerDuty, or (b) both PagerDuty and PagerDuty’s reseller that is authorized by PagerDuty to sell to customers the right to use the Supported Software (a “Reseller”). A Purchase Order may not modify, change or add to the terms of these General Terms or those contained in a PagerDuty-issued Ordering Document. In the event a Purchase Order contains terms or conditions which conflict or add to the Ordering Document, or these General Terms, such different or additional terms, shall not apply to or be binding on PagerDuty, regardless of whether such Purchase Order is signed by PagerDuty.
  3. PROPRIETARY RIGHTS, OWNERSHIP, LICENSE GRANT AND RESTRCTIONS.
    1. PagerDuty Property and Ownership. The Supported Software, Support, Services and Documentation (including any modifications, extensions, or derivative works of either of the foregoing), and all Intellectual Property Rights therein, are the exclusive property of PagerDuty or its licensors, including any features of the Supported Software that PagerDuty implements at the request or suggestion of Customer. All rights in and to the Supported Software not expressly granted to Customer in these General Terms are reserved by PagerDuty. Nothing in these General Terms will be deemed to grant, by implication, estoppel or otherwise, a license under any of PagerDuty’s existing or future patents; PagerDuty agrees that it will not assert any of its rights under such patents against Customer based upon the exercise by Customer of the license granted in Section 3.2 (“License Grant”). Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of PagerDuty or its licensors on the Supported Software or the Documentation. Additionally, PagerDuty retains all ownership rights and Intellectual Property Rights in and to PagerDuty trademarks, service marks, copyrights, content, and to PagerDuty Confidential Information.
    2. License Grant. The Supported Software and Documentation are licensed and not sold, even if for convenience PagerDuty references words such as “sale” and “purchase” in the Order Form or other related documents. Subject always to these General Terms and the Ordering Document(s), PagerDuty grants to Customer a worldwide (subject to Section 12.1 (Compliance with Export Control and Economic Sanctions Laws), limited, non-transferable, revocable license to install, use and execute the Supported Software and use the Documentation during the Term. The license grant is for the number of Instances and Users specified in a valid Ordering Document.
    3. Restrictions on Use. Customer may only use the Supported Software and Documentation for Customer’s internal business purposes. Customer may not modify, adapt, create derivative works of, sublicense, lease, rent, timeshare, loan, distribute, or otherwise transfer or allow a third party to use the Supported Software or Documentation. Customer may not reverse engineer, decompile or disassemble, or otherwise attempt to derive the Source Code for any part of the Supported Software. Customer will not remove any proprietary notices or trademarks, logos or other branding (“Marks”) of PagerDuty and Rundeck from the Supported Software or Documentation. These General Terms do not permit Customer to distribute any product or service using the PagerDuty or Rundeck name or Marks. PagerDuty shall retain title to all copies of the Supported Software provided to Customer or made by Customer. There are no implied rights or licenses in this Agreement.
  4. SUPPORT AND SERVICES PERFORMED BY PAGERDUTY, CUSTOMER RESPONSIBILITIES.
    1. Support and Services Performed by PagerDuty. Customer retains PagerDuty to perform the Support and Services for Customer as detailed in Ordering Document(s) and for the Term stated therein. Nothing contained in a Customer-issued purchase order, purchase order acknowledgement, or similar document will in any way modify or add any additional terms or conditions to an Agreement. Customer understands and agrees that any additional or conflicting terms in Customer’s current or future purchase orders, which are not included in an Agreement, are deemed rejected and are not part of the Agreement between PagerDuty and Customer.
    2. Customer Responsibilities. In order for PagerDuty to provide the Support and Services, Customer shall comply with any Customer-required responsibilities stated in the Ordering Document and pursuant to any timelines stated therein. Responsibilities may include assigning Customer personnel with authority to manage receipt of Support and Services, procure and provide an environment and materials as necessary for Support and Service success. Any delays in Customer’s ability to comply with Customer responsibilities may result in changes in the prices stated in the Order Form and/or delays in delivery thereto, up to and including PagerDuty rescheduling or terminating all or any portion of the Support or Services.

      Customer acknowledges and agrees that in performing the Support and Services, PagerDuty may encounter software or services in Customer’s environment which are not provided by PagerDuty (the “Customer Environment”), and which need to interface with the Supported Software. PagerDuty takes no responsibility or liability for the condition of the Customer Environment nor for any changes or fixes to Customer Environment which may need to be implemented as a condition precedent for successful performance of the Services. Customer is solely responsible for the Customer Environment.

      Customer shall not at any time share or provide PagerDuty with access to Customer’s or Customer’s customers: source code, data, personally identifiable information, trade secrets, sensitive business data, login credentials, access to systems, or Confidential Information.

  5. FEES AND CHARGES, PAYMENT TERMS. Unless otherwise agreed in the Ordering Documents, PagerDuty shall invoice Customer for all license and Service fees upon execution of the Ordering Document, and Customer shall pay all fees within thirty (30) days after receiving an invoice. Payments shall be made with US dollars. All fees are quoted exclusive of taxes. Customer is responsible for all taxes, including VAT, sales and use taxes. Customer is not responsible for taxes based upon PagerDuty’s net income. Unless otherwise stated in these General Terms, fees and charges are non-cancelable and non-refundable.
  6. SUPPORT AND MAINTENANCE. During the Term, PagerDuty shall provide support and maintenance for the Supported Software pursuant to the URL stated in a valid Ordering Document. The number of Users eligible to receive support is stated in the Ordering Document. Support may be for a term equal to or less than the Term stated for the Supported Software. Customer shall determine its required level of Support, which shall be stated in the Ordering Document. PagerDuty is not required to provide any other services for the Supported Software.
  7. WARRANTIES AND DISCLAIMERS.
    1. Warranties. During the Term PagerDuty warrants that the Supported Software, when used as permitted under these General Terms and the Documentation, will operate in all material aspects as described in the Documentation under normal reasonable use. The foregoing warranty will not apply to any Supported Software that has been modified or extended by anyone other than PagerDuty. PagerDuty does not warrant the Customer’s use of the Supported Software will be error-free or uninterrupted. Customer’s exclusive remedy for a breach of this limited warranty is to return any allegedly defective Supported Software, and PagerDuty, at its option, will replace the Supported Software or refund the pro-rata portion of any prepaid fee for the Supported Software for the reminder of the Term.
    2. Disclaimer of Warranties. Except for the express warranties for Supported Software in Section 7.1 the Supported Software and Services are provided “AS IS” and PagerDuty disclaims all other representations or warranties, express, implied or statutory, regarding the Supported Software, the Services, and all other materials or services supplied by PagerDuty or its resellers. PAGERDUTY HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, SECURITY OF DATA, ACHIEVEMENT OF RESULTS, TITLE, OR WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN SECTION 7.1.
  8. INDEMNIFICATION. PagerDuty will indemnify, defend and hold harmless, at its own expense, any action against Customer brought by a third party to the extent that the action is based upon a claim that the Supported Software but excluding the Third Party Software, infringes any United States patents, copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secret Law or its equivalent. The foregoing obligation is conditioned upon: (A) Customer notifying PagerDuty promptly in writing of such action; (B) Customer giving PagerDuty sole control of the defense thereof and of any related settlement negotiations, and (C) Customer cooperating with and, at PagerDuty’s request and expense, assisting in, such defense. If the Supported Software becomes, or in PagerDuty’s opinion is likely to become, the subject of an infringement claim, PagerDuty may, at its option and expense, either: (i) procure for Customer the right to continue using the Supported Software; (ii) replace or modify the Supported Software so that it becomes non-infringing; or (iii) accept return of the Supported Software and give Customer a refund for the license fees paid by Customer during the twelve (12) months prior Customer notifying PagerDuty of the claim. Notwithstanding the foregoing, PagerDuty will have no obligation under this Article 8 or otherwise with respect to any infringement claim based solely upon: (a) any use of the Supported Software not in accordance with the Agreement; (b) any use of the Supported Software in combination with other products, equipment, software, or data not supplied by PagerDuty, where such combined use is not reasonably foreseeable by PagerDuty; (c) any use of any release of the Supported Software other than the most current release made available to Customer; or (d) any modification of the Supported Software by any person other than PagerDuty. THIS ARTICLE 8 STATES PAGERDUTY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
  9. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO AN AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    EXCEPT AS OTHERWISE PROHIBITED BY LAW, AND EXCLUDING LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF ARTICLE 3 (PROPRIETARY RIGHTS, OWNERSHIP, LICENSE GRANT AND RESTRICTIONS), ARTICLE 5 (FEES AND CHARGES, PAYMENT TERMS), ARTICLE 10 (CONFIDENTIALITY) OR ARTICLE 12 (GENERAL) PAGERDUTY’S AND CUSTOMER’S TOTAL, CUMULATIVE LIABILITY IN CONNECTION WITH AN AGREEMENT, THE SUPPORTED SOFTWARE, SUPPORT, AND SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO PAGERDUTY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THE FOREGOING LIMIT. THE PARTIES ACKNOWLEDGE THAT THE LICENSE FEES AND SERVICE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THE AGREEMENT AND THAT PAGERDUTY WOULD NOT ENTER INTO AN AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS ARTICLE WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THE AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.

  10. OBLIGATIONS OF CONFIDENTIALITY. By virtue of an Agreement, the Parties may be exposed to or provided with certain Confidential Information of the other Party. Each Party will protect the other's Confidential Information from unauthorized dissemination or use by treating such Confidential Information with the same degree of care that each such Party uses to protect its own Confidential Information of like importance, but in no event less than a reasonable amount of care. Neither Party will use the other's Confidential Information for purposes other than those necessary to directly further the purposes of an Agreement and as may be required to report to its legal and financial advisors, and regulators. Except as otherwise expressly set forth in this Article 10, neither Party will disclose to third parties the other's Confidential Information without prior written consent of the disclosing Party. Each Party shall cause their respective employees and personnel to be bound in writing by obligations of confidentiality at least as restrictive as those set forth in this Agreement. The responsibilities under this Article 10 shall continue during the term of this Agreement and for the longer of (i) with regard to Confidential Information that is entitled to protection as a trade secret under applicable law, for so long as such information remains entitled to such protection, and (ii) with regard to all other Confidential Information, for so long as the disclosing Party continues to use reasonable efforts to maintain the confidentiality of such information in its possession. A Party may seek injunctive relief or specific performance to enforce its rights under this Article 10.
  11. TERM AND TERMINATION.
    1. Term. The Term shall commence as stated in an Ordering Document(s) and shall automatically terminate at the end of the Term, unless otherwise expressly stated therein.
    2. Termination. Customer’s right to use the Supported Software and receive Support or Services shall terminate upon the termination or expiration of the applicable Ordering Documents. Either Party may terminate an Agreement(s) in the event a Party materially breaches the Agreement and fails to cure within thirty (30) days of the receipt of written notice of such breach. Notwithstanding the foregoing, Customer’s failure to pay any portion of the fees or charges within fifteen (15) days after such fees or charges are due is a material breach, and PagerDuty may, without notice, terminate the Ordering Documents and immediately suspend or terminate Customer’s right or access to the Supported Software or receive Services. Each Agreement must be independently terminated in writing.
    3. Effects of Termination. Upon termination or expiration of an Ordering Document and/or Agreement for any reason, any fees and charges owed to PagerDuty pursuant to the Ordering Document(s) shall be immediately due and payable, all license rights granted herein will immediately cease, and Customer must immediately discontinue all use of the Supported Software, remove all Customer data and information from the Supported Software, and erase and remove all copies of the Supported Software from Customer’s computers. Upon PagerDuty’s written request, Customer shall provide in writing to PagerDuty an officer certification that it has fully complied with these requirements.
    4. Survival. Article 1 (“Definitions”), Section 3.1 (“PagerDuty Property and Ownership”), Section 3.2 (“Restrictions on Use”), Article 4 (“Fees and Charges, Payment Terms”), Section 7.2 (“Disclaimer of Warranties”), Article 8 (“Indemnification”), Article 9 (“Limitation of Liability”), Article 10 (“Confidentiality”), Section 11.2 (“Termination”), Section 11.3 (“Effects of Termination”), Section 11.4 (“Survival”) and Article 12 (“General”) will survive expiration or termination of this Agreement for any reason.
  12. GENERAL.
    1. Compliance with Export Control and Economic Sanctions Laws. Customer represents and warrants that Customer: (i) understands that the Supported Software and its components may be subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR") and economic sanctions under the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (ii) is not located in a prohibited destination country under the EAR or OFAC regulations; (iii) will not export, re-export, or transfer the Supported Software to any prohibited destination or persons or entities on the U.S. Consolidated Screening List, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s); (iv) will not use or transfer the Supported Software in connection with any nuclear, chemical or biological weapons, missile technology, or military end-users or end-uses unless authorized by the relevant government agency by regulation or specific license; (v) understands and agrees that if Customer is in the United States and exports or transfers the Supported Software to eligible end users, Customer will satisfy any applicable reporting requirements under the EAR and OFAC regulations, and (vi) understands that countries including the United States may restrict the import, use, or export of encryption products (which may include the Supported Software and the components) and agrees that Customer shall be solely responsible for compliance with any such import, use, or export restrictions, and vii) that Customer shall comply with all applicable export, import, and trade laws with respect to this Agreement. CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS PAGERDUTY FROM AND AGAINST ANY VIOLATION OF SUCH LAWS OR REGULATIONS BY CUSTOMER OR ANY OF ITS AGENTS, OFFICERS, DIRECTORS, OR EMPLOYEES.
    2. Affirmation of License Compliance, Confirmation of Number of Users and Instances. Upon PagerDuty request, and prior to any renewal Term, Customer shall certify in writing its compliance with the license grant, including that the number of Instance(s) and number of authorized Users aligns with the use rights granted in the Ordering Documents. In the event Customers actual use exceeds the use rights granted in the Ordering Document, then the license grant for any renewal Term and the corresponding fees and charges shall be based upon such use certification.
    3. U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Supported Software contains "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations and its successors. If acquired by or on behalf of any agency within the Department of Defense, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
    4. Governing Law and Venue. This Agreement will be governed by the laws of the State of California as such laws apply to contracts between California residents performed entirely within California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such court in any such action or proceeding.
    5. Injunctive Relief, Specific Performance. The Parties agree that monetary damages may not be an adequate remedy if Customer violates Article 3 (Proprietary Rights, Ownership, License Grant and Restrictions) or if either Party breaches or threatens to breach Article 10 (Confidentiality), and that the non-breaching Party will suffer irreparable damage, and therefore, either Party, in addition to any other legal or equitable remedy, shall be entitled to seek an injunction or similar relief against such breach or threatened breach.
    6. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of the General Terms or an Ordering Document on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    7. Severability. If at any time any provision of these General Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity, or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby, and the remainder of the provisions of the General Terms shall remain in full force and effect.
    8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably or untimely withheld). Notwithstanding the foregoing, either party may assign the Ordering Documents and General Terms in their entirety, without consent of the other, to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
    9. Affiliates If any Customer’s Affiliates use the Service(s) under the terms of this Agreement, then all of the terms of this Agreement that apply to Customer shall apply to such Affiliate and its activities hereunder. Customer will remain responsible for the acts and omissions of its Affiliates in connection with each Affiliate’s use of the Service(s), including, without limitation, breach of the terms of this Agreement applicable to such Affiliate. Customer and Customer’s Affiliates will be jointly and severally liable for the acts and omissions of such Affiliates, including, but not limited to, their breach of the terms of this Agreement. Any claim for any Affiliate that uses the Service(s) under the terms of this Agreement shall only be brought against PagerDuty by Customer on behalf of such Affiliate. Notwithstanding the foregoing, PagerDuty may refuse to provide the Service(s) to any Affiliate that fails to pass, in PagerDuty’s reasonable business judgement, a background check or financial history audit.
    10. Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil, or military authorities, riots or civil disobedience, wars, strikes or labor disputes, such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.
    11. Construction. The section headings are for convenience and are not to be used in interpreting the General Terms. As used herein, the word “including” means “including but not limited to”. PagerDuty is obligated to provide the Supported Software, Documentation, Support, and Services described herein in the English language only unless otherwise agreed to in a valid Ordering Document signed by PagerDuty. In constructing the General Terms no presumption shall operate in favor of or against any Party as a result of its counsel’s role in drafting the terms and provisions hereof.
    12. Entire Agreement. These General Terms combined with our without an Ordering Document(s) constitute the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, relating to such subject matter, other than the Nondisclosure Agreement between the Parties. These General Terms may be amended only by a written document signed by both Parties.
    13. Notices. Notices required here under shall be effective if delivered by email or facsimile (effective upon transmission, as evidenced by transmission reports or the “return receipt requested” function, as available, return e-mail or other written acknowledgment), by courier or delivery service (effective upon receipt), or by first call United States mail, return receipt requested (effective upon receipt), and shall be sent to the addresses shown in the Ordering Documents or as updated by notice.