## Data Processing Addendum
Effective Date: January 29, 2024
This Data Processing Addendum ("Addendum") forms part of an agreement for the provision of the Services that references this Addendum between PagerDuty, Inc., ("Company") and Customer (as defined in that agreement) (the “Agreement”). This Addendum 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 on the effective starting date published above for this DPA. This Addendum incorporates the terms of the Agreement, and any capitalized terms not defined in this Addendum shall have the meaning set forth in the Agreement.
1.1 "Authorized Sub-Processor" means a third-party who has a need to know or otherwise access Customers Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is listed at https://www.jeli.io/sub-processors
as described in Section 4.2 of this Addendum.
1.2. "Customer Account Data" means personal data that relates to Customer's relationship with Company, including the names or contact information of individuals authorized by Customer to access Customer's account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
1.3. ‘“Customer Personal Data” means any Customer Data that is Personal Data processed by Company in connection with providing the Services pursuant to the Agreement.
1.4. “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services.
1.5. "Customer Usage Data" means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
1.6. "Data Exporter" means Customer.
1.7. "Data Importer" means Company.
1.8. "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Customer Personal Data including: (i) the California Consumer Privacy Act ("CCPA"), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR" or "GDPR"), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms "Personal Data", "Personal Data Breach", "processing", "processor," "controller," and "supervisory authority" shall have the meanings set forth in the GDPR.
1.9. “Data Subject” means an identified or identifiable natural person about whom Customer Personal Data relates.
1.10. "EU SCCs" means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
1.11. "ex-EEA Transfer" means the transfer of Customer Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.12. "ex-UK Transfer" means the transfer of Customer Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the "UK"), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.13. "Services" shall have the meaning set forth in the Agreement.
1.14. "Standard Contractual Clauses" means the EU SCCs and the UK SCCs.
1.15. "UK SCCs" means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) ("UK Controller-to-Processor SCCs"); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) ("UK Controller-to-Controller SCCs").
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Customer Personal Data, Company is a processor. Customer shall, in its use of the Services, at all times process Customer Personal Data, and provide instructions for the processing of Customer Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Customer Personal Data in accordance with Customer's instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Customer Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Customer Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Customer Personal Data. Customer shall not provide or make available to Company any Customer Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.
2.2. Company shall not process Customer Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Customer Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
2.4. Following completion of the Services, at Customer's choice, Company shall return or delete Customer Personal Data upon request, unless further storage of such Customer Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Customer Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Customer Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Customer Personal Data), the parties agree that the certification of deletion of Customer Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer's request.
2.5. CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Company shall not sell any such personal information. Company shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms "personal information," "service provider," "sale," and "sell" are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.5.
Company shall ensure that any person it authorizes to process Customer Personal Data has agreed to protect Customer Personal Data in accordance with Company's confidentiality obligations in the Agreement or is otherwise under an appropriate obligation of confidentiality. Customer agrees that Company may disclose Customer Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer.
4. Authorized Sub-Processors
4.1. Customer acknowledges and agrees that Company may (1) engage its Affiliates and the Authorized Sub-Processors on the List (defined below) to access and process Customer Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Customer Personal Data. By way of this Addendum, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.
4.2. A list of Company's then-current Authorized Sub-Processors (the "List") will be made available to Customer at https://www.jeli.io/sub-processors
. Such List may be updated by Company from time to time. Company will provide a mechanism to subscribe to notifications (which may include but are not limited to email) of new Authorized Sub-Processors and Customer, if it wishes, will subscribe to such notifications where available. If Customer does not subscribe to such notifications, Customer will have waived any right it may have to prior notice of changes to Authorized Sub-Processors. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Customer Personal Data, Company will add such third party to the List and notify subscribers, including Customer, via the aforementioned notifications. Customer may object to such an engagement by informing Company in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.
4.3. If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.
4.5. Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this Addendum with respect to the protection of Customer Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Sub-Processor's obligations under such agreement.
4.6. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Customer Personal Data), (i) the above authorizations will constitute Customer's prior written consent to the subcontracting by Company of the processing of Customer Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.
5. Security of Customer Personal Data. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Customer Personal Data. Exhibit C sets forth additional information about Company's technical and organizational security measures.
6. Transfers of Customer Personal Data
6.1. The parties agree that Company may transfer Customer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company's primary processing operations take place in the United States, and that the transfer of Customer Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Customer Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Customer Personal Data in accordance with Data Protection Laws.
6.2. Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
6.2.1. Module One (Controller to Controller) of the EU SCCs apply when Company is processing Customer Personal Data as a controller pursuant to Section 9 of this Addendum.
6.2.2. Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Customer Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.
6.2.3. Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Customer Personal Data on behalf of Customer as a sub-processor.
6.3. For each module, where applicable the following applies:
6.3.1. The optional docking clause in Clause 7 does not apply.
6.3.2. In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum;
6.3.3. In Clause 11, the optional language does not apply;
6.3.4. All square brackets in Clause 13 are hereby removed;
6.3.5. In Clause 17 (Option 1), the EU SCCs will be governed by Irish law;
6.3.6. In Clause 18(b), disputes will be resolved before the courts of Ireland;
6.3.7. Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs;
6.3.8. Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and
6.3.9. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
6.4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows:
6.4.1. References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to "supervisory authorities" will be deemed to be references to the UK Information Commissioner, and references to "Member State(s)" or the EU will be deemed to be references to the UK.
6.4.2. The UK Controller-to-Processor SCCs apply when the Company processes Customer Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language "adequate protection within the meaning of Directive 95/46/EC" is deleted and replaced with "a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law." Clause 9, Governing Law, shall read "The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws." In Clause 11(3), the language ", namely…" at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs.
6.4.3. The UK Controller-to-Controller SCCs apply when the Company processes Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that the Company will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read "The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws." Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs.
6.4.4. The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 ("New UK SCCs"), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this Addendum shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs require the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information.
6.5. Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
6.5.1. The terms "General Data Protection Regulation" or "Regulation (EU) 2016/679" as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the "FADP," and as revised as of 25 September 2020, the "Revised FADP") with respect to data transfers subject to the FADP.
6.5.2. The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
6.5.3. Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner ("FDPIC") of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.
6.5.4. The term "EU Member State" as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.6. Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
6.6.1. As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Customer Personal Data is being exported, for access to (or for copies of) Customer Personal Data ("Government Agency Requests");
6.6.2. If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Company may provide Customer's basic contact information to the government agency. If compelled to disclose Customer Personal Data to a law enforcement or government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Customer Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Customer Personal Data pursuant to this Addendum should be suspended in the light of the such Government Agency Requests; and
6.6.3. The Data Exporter and Data Importer will meet as needed to consider whether:
188.8.131.52. the protection afforded by the laws of the country of the Data Importer to data subjects whose Customer Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
184.108.40.206. additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
220.127.116.11. it is still appropriate for Customer Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.
6.6.4. If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Customer Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
6.6.5. If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects
7.1. Company shall, to the extent permitted by law, notify Customer upon receipt of a request related to Customer Personal Data by a Data Subject to exercise the Data Subject's right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively "Data Subject Request(s)"). If Company receives a Data Subject Request in relation to Customer's data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Customer Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
7.2. Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company's assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8. Actions and Access Requests; Audits
8.1. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.2. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer's cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.3. Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Company shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Company and that has signed a nondisclosure agreement reasonably acceptable to Company) information regarding Company’s compliance with the obligations set forth in this DPA.
8.4. Following any notice by Company to Customer of a Security Breach, upon Customer’s reasonable belief that Company is in breach of its obligations in respect of protection of Customer Personal Data under this DPA, or if such audit is required by Customer’s supervisory authority, Customer may contact Company in accordance with the notice procedure described in the Agreement to request an on-site audit of Company’s procedures relevant to the protection of Customer Personal Data, but only to the extent required under Data Privacy Laws. Any such request shall occur no more than once annually. Customer shall reimburse Company for any time expended for any such on-site audit at Company’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 Company 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 Company. Customer shall promptly notify Company with information regarding any non-compliance discovered during the course of an audit, and Company shall use commercially reasonable efforts to address any confirmed non-compliance.
8.5. Company shall immediately notify Customer if an instruction, in the Company's opinion, infringes the Data Protection Laws or Supervisory Authority.
8.6. In the event of a Customer Personal Data Breach, Company shall, without undue delay, inform Customer of the Customer Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company's reasonable control).
8.7. In the event of a Customer Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Customer Personal Data Breach without undue delay.
8.8. The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Customer Personal Data Breach results from the actions or omissions of Customer. Company's obligation to report or respond to a Customer Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Customer Personal Data Breach.
9. Company's Role as a Controller.
To the extent the terms and conditions of this DPA are inconsistent with the Agreement or applicable Order Form, this DPA shall control as it relates to the Processing of Customer Personal Data. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
11. ## Exhibit A
### Details of Processing
**Nature and Purpose of Processing**: Company will process Customer Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Customer's instructions as set forth in this Addendum.
**Categories of Data Subjects**: Customer's employees, consultants, contractors, and/or agents.
**Categories of Personal Data**: Company processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Customer Personal Data in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include name, email, job title, username, Company device identifiers (e.g. serial number), IP address for company device, installed applications for company device, background check verification records (at discretion of Controller), security training records.
**Sensitive Data or Special Categories of Data**: Customers are prohibited from providing sensitive personal data or special categories of data to Company, including any data which discloses the criminal history of any persons.
## Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.
1. The Parties
- **Data exporter(s)**: Customer
Contact details: The email address(es) designated by Customer in Customer’s account as notification preferences.
Data Exporter Role: Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the Agreement.
- **Data importer(s)**: PagerDuty, Inc.
Contact details: PagerDuty Privacy Team - email@example.com
Data Importer Role: Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the effective date of the Agreement.
2. Description of the Transfer
| | |
| -- | -- |
| Data Subjects | The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: data exporter's employees, consultants, contractors, and/or agents. |
| Categories of Personal Data | The personal data transferred concern the following categories of data: Any personal data comprised in all data and information submitted by data exporter to data importer's software, services, systems, products, and/or technologies, which may include name, contact information, company, position, and login credentials. |
| Special Category Personal Data (if applicable) | The data importer does not require or seek the data exporter to submit any special categories of personal data. If the data exporter or its end users choose to submit special categories of personal data to the data importer through its software, services, systems, products, and/or technologies, data exporter is wholly responsible for ensuring that suitable safeguards are in place prior to transmitting or processing, or prior to permitting data exporter’s end users to transmit or process, any special categories of personal data via the Services. |
| Nature of the Processing | Data is processed in order for data importer to provide the Services to the data exporter, or as otherwise discussed in the Agreement and this Addendum. |
| Purposes of Processing | Data importer will process personal data in order to provide the Services in accordance with the Agreement. |
| Duration of Processing and Retention (or the criteria to determine such period) | Data will be retained for the period of time necessary to provide the Services to Customer under the Agreement and/or in accordance with applicable legal requirements. |
| Frequency of the transfer | Data transfer is on a continuous basis for the duration of the Agreement. |
| Recipients of Personal Data Transferred to the Data Importer | Transfers to sub-processors are set forth at : https://www.Jeli.io/sub-processors
3. Competent Supervisory Authority
The parties shall follow the rules for identifying such authority under Clause 13 and, to the extent legally permissible, select the Irish Data Protection Commission.
## Exhibit C
__Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.
| Technical and Organizational Security Measure | Details |
| -- | -- |
| Measures of pseudonymisation and encryption of personal data | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. |
| Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Company has deployed measures including contracts, policies and technical controls to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services. Company undergoes a SOC 2 Type 2 audits. |
| Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Daily backups of main production datastores are taken. |
| Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Company undergoes SOC 2 Type 2 audits. |
| Measures for user identification and authorization | Company uses secure access protocols and processes for authentication. |
| Measures for the protection of data during transmission | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. |
| Measures for the protection of data during storage | Encryption-at-rest is automated using AWS's transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by AWS. |
| Measures for ensuring physical security of locations at which personal data are processed | Company’s main product data stores are in physical data centers that are managed by AWS. https://aws.amazon.com/compliance/data-center/controls/
| Measures for ensuring events logging | Company ensures that systems that store Customer Personal Data, including firewalls, routers, network switches and operating systems, log information to their respective system log facility or a centralized syslog server (for network systems). |
| Measures for ensuring system configuration, including default configuration | Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. |
| Measures for internal IT and IT security governance and management | The framework for Company's security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Customer Data. |
| Measures for certification/assurance of processes and products | Company undergoes annual SOC 2 Type II audits. |
| Measures for ensuring data minimisation | Company's Customers unilaterally determine what Customer Personal Data they route through the Services. |
| Measures for ensuring data quality | Company applies appropriate data quality measures, both to ensure the quality of any Usage Data that Company collects and to ensure that the Company Platform is operating within expected parameters. |
| Measures for ensuring limited data retention | Company Customers unilaterally determine what Customer Personal Data they route through the Services. As such, Company operates on a shared responsibility model. If a Customer is unable to delete Customer Personal Data via the self-services functionality of the Services, then the Company deletes Customer Data upon the Customer's written request, within the timeframe specified in the Data Protection Addendum and in accordance with Applicable Data Protection Law. |
| Measures for ensuring accountability | Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Security Incidents involving Customer Personal Data, and formally assigning roles and responsibilities for information security and data privacy functions. |
| Measures for allowing data portability and ensuring erasure | Customer Personal Data may be deleted by the Customer or at the Customer's request. Based on Privacy by Design and Data Minimization principles, Company severely limits the instances of PII collection and processing within the Services. Most use cases for porting Customer Personal Data from Company are not applicable. However, Company will respond to all requests for data porting in order to address Customer needs. |
| Technical and organizational measures of sub-processors | The Company has a policy to enter into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this Addendum. |