## Terms of Service for Jeli Services
Effective: January 23, 2024
THESE ONLINE TERMS OF SERVICE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN CUSTOMER (AS DEFINED BELOW) AND PAGERDUTY, INC. (“PAGERDUTY”) WHICH GOVERNS CUSTOMER’S ACCESS TO OR USE OF JELI SERVICES ONLY (EACH, A “PARTY” AND COLLECTIVELY THE “PARTIES”). FOR THE AVOIDANCE OF DOUBT, ANY PURCHASE BY CUSTOMER OF ANY OTHER PAGERDUTY SERVICES SHALL BE GOVERNED BY THE PAGERDUTY TERMS OF SERVICE OR CUSTOMER’S MASTER AGREEMENT COVERING SUCH OTHER SERVICES.
“CUSTOMER” MEANS, AS APPLICABLE: (A) THE INDIVIDUAL ACCEPTING OR SIGNING THIS AGREEMENT ON THE BEHALF OF SUCH INDIVIDUAL; OR (B) THE COMPANY OR OTHER LEGAL ENTITY ACCEPTING OR SIGNING THE TERMS OF THIS AGREEMENT, AND WELL AS ANY THEN-CURRENT AFFILIATES OF SUCH COMPANY OR LEGAL ENTITY WHO USE OR PURCHASE JELI SERVICE(S) UNDER AN ORDER FORM WITH PAGERDUTY. IF AN INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“COMPANY”), SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE COMPANY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO THE APPLICABLE COMPANY.
1. **LICENSE GRANT.** In consideration of payment of the Fees, subject to the terms of this Agreement, PagerDuty hereby grants to Customer a world-wide, non-exclusive, royalty-free, non-transferable, non-sublicensable right to use internally and non-commercially the Jeli Services only in accordance with the PagerDuty’s written documentation (if any) and the applicable Order Form. For the purposes of this Agreement, “Order Form” means an ordering document or online order specifying the Jeli Services to be provided hereunder and is entered into between PagerDuty and Customer or any of its Affiliates. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if an original party hereto. “Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the Party. PagerDuty may refuse to enter into an Order Form with any Affiliate that fails to pass, in PagerDuty’s reasonable business judgment, a background check or financial history audit. Customer understands that PagerDuty may modify (including changes to the cost of the Jeli Services) the Jeli Services at any time, provided that the PagerDuty shall provide Customer with ten (10) days' prior notice of any modification that materially and detrimentally affects the functionality of the Jeli Services.
2. **RESTRICTIONS.** Customer may not (and agree not to, and not permit or enable others to), directly or indirectly: (a) copy, distribute, rent, lease, timeshare, operate a service bureau, or otherwise use for the benefit of a third party, the Jeli Services; (b) decompile, reverse engineer or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Jeli Services (except to the extent applicable law prohibits restrictions on reverse engineering) or otherwise use it with the intention of abusing the Jeli Services or to create a competing product or service; (c) remove any proprietary notices from the Jeli Services; (d) infringe or violate the intellectual property rights or any other rights of anyone else (including PagerDuty); (e) violate the security of any computer network, or crack any passwords or security encryption codes; or (f) violate any law or regulation, including, without limitation, any applicable US or other export control laws, privacy laws or any other purpose not reasonably intended by PagerDuty.
3. TRIAL PERIOD AND FREE PLAN. If Customer ordered a “trial” or other limited period no-charge plan, Customer may use the Jeli Services for a fourteen (14) day trial period, or as otherwise expressly set forth in the order (the “Trial Period”), solely for evaluation purposes, starting on the date that Customer registered with the Jeli Service and accepted this Agreement, without charge or further commitment. The Jeli Services will automatically cease functioning at the end of the Trial Period unless (i) Customer supplies payment card or other payment information and purchases a subscription to the Service; (ii) Customer elects to use the Jeli Services under the Free Plan (defined below); or (iii) PagerDuty extends Customer’s Trial Period in its sole discretion. After the end of the Trial Period, unless Customer purchases, prior to the end of the Trial Period, a subscription to the Jeli Services or elect to use the Jeli Services under the Free Plan, all hosted data Customer provides to the Jeli Services (“Customer Information”) will no longer be available to Customer. If Customer elects to use the Jeli Services under the limited free to use option, and PagerDuty agrees (the “Free Plan”), Customer acknowledges and accepts that PagerDuty may terminate Customer’s use of the Jeli Services under the Free Plan for any reason or no reason at all and without any required prior notice. DURING THE TRIAL PERIOD AND USE UNDER THE FREE PLAN, PAGERDUTY WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE JELI SERVICES, AND CUSTOMER WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE JELI SERVICES. THESE LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS IN THIS AGREEMENT.
4. **SUPPORT AND UPGRADES.** PagerDuty will use commercially reasonable efforts to provide email and chat support and training for the Jeli Services as set forth at https://www.jeli.io/support. This Agreement does not entitle Customer to any upgrades, patches, enhancements, or fixes for the Jeli Services (collectively, “Updates”). Any such Updates for the Jeli Services that may be made available by PagerDuty shall become part of the Jeli Services and subject to this Agreement. PagerDuty may suspend or discontinue any part of the Jeli Services, or may introduce new features or impose limits on certain features or restrict access to parts or all of the Jeli Services, with or without notice to Customer.
5. **OWNERSHIP.** Except for the limited licenses expressly granted in Section 1, the PagerDuty does not convey to Customer any rights in or related to the Jeli Services. PagerDuty will retain all intellectual property rights relating to the Jeli Services or any suggestions, ideas, enhancements, requests, feedback, recommendations or other information provided by Customer or any third party relating to the Jeli Service, and Customer hereby makes all assignments to effect to foregoing ownership.
6. **CUSTOMER DATA.** For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Jeli Services in the course of using the Jeli Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein, and Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. PagerDuty is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Jeli Services unless such access is due to PagerDuty’s gross negligence or willful misconduct. Customer is responsible for the use of the Jeli Services by any person to whom Customer has given access to the Jeli Services, even if Customer did not authorize such use.
7. **FEES, PAYMENT TERMS AND RENEWALS.**
7.1. Fees and Payment Terms. Customer will pay PagerDuty the fees as set forth in the applicable Order Form (the “Fees”). Except as set forth in the applicable Order Form, Customer will pay all Fees in accordance with the following: (a) Jeli Service Fees are invoiced annually in advance; (b) the first invoice will coincide with the Order Form start date; (c) payment will be due within thirty (30) days from the date of the invoice, and (d) all amounts will be denominated and paid in the currency set forth in the applicable Order Form. . Upon execution by Customer and PagerDuty, each Order Form is non-cancellable and non-refundable except as otherwise provided in this Agreement or in an applicable Order Form.
7.2. Renewals. At the end of the term of Customer’s subscription for Jeli Services as specified in an Order Form (the “Subscription Term”), the assocIated order shall automatically renew for the same Subscription Term as the immediately preceding term, at the prices communicated to Customer at least sixty (60) days prior to the end of that Subscription Term. In the event no notice of a price increase is provided, the associated order will renew at the same pricing for the applicable Jeli Services for the applicable renewal term. All automatic renewals will be for a minimum twelve (12) month Subscription Term. Customer must provide thirty (30) days’ notice prior to an auto-renewal date of intent to downgrade or not renew Jeli Services by sending a notice to firstname.lastname@example.org. PagerDuty will send the renewal notice to the contact email listed on the account unless Customer notifies PagerDuty to use another email contact with Customer’s account.
7.3. Taxes. Except for those taxes based on PagerDuty’s net income, real property, or payroll, Customer will be responsible for all applicable taxes in connection with this Agreement, including but not limited to sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (“Taxes”). Should any payment for the Jeli Service(s) be subject to withholding tax by any government, Customer will reimburse PagerDuty for such withholding tax. If Customer is exempt from any such Taxes for any reason, PagerDuty will exempt Customer from such Taxes on a going-forward basis once Customer delivers a duly executed and dated valid exemption certificate to PagerDuty’s tax department and PagerDuty’s tax department has approved such exemption certificate. Such exemptions should be sent directly to PagerDuty at email@example.com. If for any reason a taxing jurisdiction determines that Customer is not exempt from any such exempted Taxes and then assesses PagerDuty such Taxes, Customer agrees to promptly pay to PagerDuty such Taxes plus any applicable interest or penalties assessed. Customer hereby confirms that PagerDuty can rely on the ship-to name and address set forth in the Order Form(s) as being the place of supply for Tax purposes.
7.4. Invoice Disputes. Customer will notify PagerDuty in writing in the event Customer disputes any fees or Taxes paid or payable by Customer under this Agreement prior to the due date of the applicable invoice. Customer agrees to work in good faith and cooperate with PagerDuty to resolve the applicable dispute promptly. Any dispute by Customer must be based on a reasonable belief that the applicable Fees were improperly assessed. Customer will pay all amounts determined to be payable by resolution of the dispute within ten (10) days following such resolution.
7.5. Purchase Orders. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form. Upon request, PagerDuty shall reference the purchase order number on its invoices, provided, however, that Customer agrees that a failure to issue a purchase order or provide PagerDuty with the corresponding purchase order shall not relieve Customer of its obligations to provide payment to PagerDuty pursuant to Section 7.1 above.
7.6. Failure to Pay. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection including reasonable attorneys’ fees and costs. If any charge owing by Customer (excluding amounts subject to Section 7.4) is overdue, then without limitation of any of its other rights or remedies, PagerDuty may suspend performance of those Jeli Service(s) until PagerDuty receives all past due amounts from Customer.
8. **WARRANTY DISCLAIMER.** THE JELI SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND PAGERDUTY (FOR ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
9. **LIMITATION OF LIABILITY.** UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL PAGERDUTY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR (B) ANY AMOUNT IN EXCESS OF EITHER $100 OR THE FEES PAID OR PAYABLE BY YOU IN THE 6 MONTHS PRECEDING THE DATE THAT SUCH CLAIM AROSE, WHICHEVER IS GREATER.
10. **MODIFICATION.** PagerDuty reserves the right, in its sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on its website or (ii) providing notice to Customer of the change. Modifications will take effect at the start of the month following notice for month-to-month plans, and at the end of the then-current prepaid Subscription Term for all other plans.
11. **TERM AND TERMINATION.** This Agreement commences on the Effective Date shown in the applicable Order Form and continues for the Term indicated in the Order Form, or until all subscriptions for Jeli Services have expired or been terminated, whichever is longer (the “Term”). PagerDuty reserves the right at any time to suspend your access to the Jeli Services: (i) for scheduled or emergency maintenance, (ii) in the event you are in breach of this Agreement, or (iii) in the event the PagerDuty detects abuse of the Jeli Services. PagerDuty may also terminate this Agreement and your access to the Jeli Services for convenience upon ten (10) days’ prior written notice to you. Sections 2 through 14 shall survive termination of this Agreement.
, which is incorporated herein by reference. To the extent applicable, you also agree to the Data Processing Addendum for Jeli Services available at https://jeli.io/security/data-processing-addendum/
, which is incorporated herein by reference.
13. **ARBITRATION.** Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in the city of San Francisco, California, by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS. JAMS may be contacted at www.jamsadr.com. Any award shall be final, binding, and conclusive upon the parties. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing PagerDuty from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of PagerDuty’s data security, intellectual property rights or other proprietary or confidentiality rights.
14. **RESELLER TRANSACTIONS.** If any of Customer’s purchases of the Jeli Services are made through an authorized reseller of PagerDuty (“Reseller”):
14.1. Customer will pay any owed amounts to the Reseller, as agreed between Customer and the Reseller. Customer agrees that PagerDuty may suspend or terminate Customer’s use of the Jeli Services if PagerDuty does not receive its payment of Fees from the Reseller.
14.2. Reseller may not modify this Agreement or make any commitments on PagerDuty’s behalf. Only this Agreement governs PagerDuty’s obligations to Customer.
14.3. The amounts paid by the Reseller to PagerDuty for Customer’s use of the Jeli Services under this Agreement will be deemed the amount actually paid under this Agreement for purposes of calculating PagerDuty’s liability under Section 9 (Limitation of Liability).
14.4. Purchases made through Resellers will not automatically renew. Customer’s renewal pricing will be communicated to Customer by the Reseller prior to the expiration of Customer’s Subscription Term. Should Customer elect to continue purchasing Jeli Services through the Reseller, Customer will place a new order.
15. **MISCELLANEOUS.** You shall comply with all applicable US or other export laws, restrictions and regulations in connection with your use of the Jeli Services, and will not export or re-export the Jeli Services in violation thereof. This Agreement is personal to Customer and you shall not assign or transfer the Agreement or the Jeli Services to any third party under any circumstances; PagerDuty may assign or transfer this Agreement without consent. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California without regard to any conflicts of law provisions thereof. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of the City and County of San Francisco, California. 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.