PagerDuty Developer Agreement

Last Modified: September 25, 2025

THANK YOU FOR YOUR INTEREST IN THE PAGERDUTY DEVELOPER AGREEMENT. WE WANT TO MAKE SURE YOU UNDERSTAND YOUR RIGHTS AND OBLIGATIONS REGARDING YOUR USE OF PAGERDUTY DEVELOPER SERVICES, INCLUDING PAGERDUTY API(S), PAGERDUTY MCP SERVER(S), AND RELATED DOCUMENTATION, UNDER THIS AGREEMENT. THIS PAGERDUTY DEVELOPER AGREEMENT ("AGREEMENT") IS A LEGAL BINDING AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (“YOU” OR “YOUR”) AND PAGERDUTY, INC. (“US”, “WE” OR “OUR”) GOVERNING YOUR ACCESS TO AND USE OF THE PAGERDUTY DEVELOPER SERVICES.

BY ACCESSING OR USING ANY PAGERDUTY DEVELOPER SERVICES OR CLICKING A BOX INDICATING ACCEPTANCE, YOU, (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT INDICATE ACCEPTANCE AND YOU MUST NOT ACCESS OR USE THE PAGERDUTY DEVELOPER SERVICES.

1. Definitions.

(a) "PagerDuty Developer Services" means the application programming interfaces, Model Context Protocol code, software and servers, and any other developer services, along with their related access, authentication or security tokens, Developer Accounts, documentation or other materials, made available by Us at https://developer.pagerduty.com/.

(b) "PagerDuty Developer Service Token" means any of the access, authentication or security keys We make available for You to access the PagerDuty Developer Services.

(c) “Marks" means Your and/or Our proprietary trademarks, trade names, branding, or logos made available for use pursuant to this Agreement.

(d) "Our Products" means the PagerDuty products and services that can be accessed by the PagerDuty Developer Services made available by Us to You.

(e) “Party” means You or Us, individually. **“Parties” **means You and Us, collectively.

(f) “Developer Account” means the PagerDuty developer account(s), as further described in Section 3, including the PagerDuty Developer Service Token for those account(s), established by You to enable You to access and use the PagerDuty Developer Services.

(g) "Your Applications" means web, artificial intelligence or other software services or applications developed by You to interoperate with Our Products using the PagerDuty Developer Services and also includes any related materials, such as integration guides, support materials and product documentation, for such services or applications.

2. License Grants.

(a) License Grant to You. Subject to and conditioned upon Your compliance with all terms and conditions set forth in this Agreement, We hereby grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (i) use the PagerDuty Developer Services solely for Your internal business purposes in developing Your Applications that will communicate and interoperate with Our Products; and (ii) subject to Your compliance with Section 2(c) below, display certain of Our Marks in compliance with usage guidelines that We may specify from time to time. You acknowledge that there are no implied licenses granted to You under this Agreement. We reserve all rights that are not expressly granted. Some of the code or software that We provide for use with the PagerDuty Developer Services may be open source software and governed by open source licenses. If an applicable open source license provisions conflicts with this Agreement, the terms of the open source license will control for those provisions.

(b) License Grant to PagerDuty. By using the PagerDuty Developer Services, You are granting Us a non-exclusive, royalty free, non-transferrable, non-sublicensable, world-wide right to provide, operate, maintain and improve the PagerDuty Developer Services, as well as to market, display and distribute information related to Your Applications and their interoperability with Our Products on Our website or other materials.

(c) Marks and Publicity.

(i) Display of Interoperability. Upon Your submission and Our acceptance and publication of Your Applications as required in Section 5(a), You may display Our Marks for the limited purpose of identifying the interoperability between Your Applications and Our Product, and to include a link from Your Applications to Our website or other location we specify.

(ii) No Publicity by You. Other than allowed in Section 2(c)(i), You will not make any other public or marketing announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without Our prior written consent, review and approval.

(iii) Compliance with Marks Guidelines. The foregoing licenses in Section 2 are subject to (i) licensee’s compliance with licensor’s Marks guidelines and policies, and (ii) as to the use of Our Marks by You, Your compliance with this Agreement.

3. Developer Account. We currently offer a free version of the Developer Account. The features and options available for Your Developer Account may change (or we may stop offering a free version altogether). We may also set and enforce limits on use of Your Developer Account and the PagerDuty Developer Services without notice at Our sole discretion. If your use of Your Developer Account exceeds the types of limit imposed by Us and/or we stop offering a free version of the Developer Account, we may require You to purchase paid versions of the PagerDuty Developer Services that matches your actual usage, and, if you refuse to pay or otherwise violate the terms and conditions of this Agreement, we may restrict, with or without notice, all or a part of Your PagerDuty Developer Services usage and/or terminate this Agreement as allowed under Section 12.

4. Use Restrictions. You may not use the PagerDuty Developer Services for any other purpose other than the ones listed in Section 2 without Our prior written consent. In addition, except as expressly authorized under this Agreement, You must not, nor have any third party: (a) copy, modify or create derivative works of the PagerDuty Developer Services in whole or in party; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the PagerDuty Developer Services; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the PagerDuty Developer Services, in whole or in part; (d) remove any proprietary notices from the PagerDuty Developer Services, including, any logos, trademarks, links, copyright or other notices, legends or markings; (e) use the PagerDuty Developer Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, rules or regulations (including applicable privacy, export, and AI laws, rules or regulations); (f) use the PagerDuty Developer Services in any manner or for any purpose banned by Our Acceptable Use Policy, located at https://www.pagerduty.com/acceptable-use-policy/; (g) incorporate any spyware, adware, or other malicious programs or code; (h) combine or integrate the PagerDuty Developer Services with any software, technology, services, or materials not authorized by Us; (i) design or permit Your Application(s) to disable, override, or otherwise interfere with any Our communications to Our end users, including consent screens, user settings, alerts, warnings, or the like; (j) use the PagerDuty Developer Services with any of Your Applications to replicate or attempt to replace the user experience of Our Products; (k) use the PagerDuty Developer Services to develop a product competitive to Our Products; or (l) attempt to cloak or conceal Your identity or the identity of Your Application(s) when requesting authorization to use the PagerDuty Developer Services.

5. Your Additional Responsibilities.

(a) Integration Review. You agree to participate in any review or approval process applicable to the integration of Your Applications with Our Products.

(b) Compliance Requirements. You and Your Applications will comply with all terms and conditions of this Agreement; all applicable laws, rules, and regulations (including applicable privacy, export, and AI laws, rules, and regulations); and all guidelines, standards, and requirements that may be posted on https://developer.pagerduty.com/ from time to time. You agree that You are solely responsible for posting any privacy notices and obtaining any consents from Your end users required under applicable laws, rules, and regulations for their use of Your Applications.

(c) Protection of Developer Account. You must not share Your Developer Account or PagerDuty Developer Service Token with any third party; must keep Your Developer Account and PagerDuty Developer Service Token secure; and must use the PagerDuty Developer Service Token as Your sole means of accessing the PagerDuty Developer Services. Your Developer Account and/or PagerDuty Developer Service Token may be revoked at any time by Us at Our sole discretion, with or without notice. If you believe that Your PagerDuty Developer Service Token has been obtained by any other person, or that Your Developer Account has been used in an unauthorized way, You agree to notify US immediately at the contact information provided in Section 19.

(d) Account Responsibility. You are entirely responsible for any and all activities that occur related or due to Your Developer Account. You agree to monitor the use of Your PagerDuty Developer Services and Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between You and Us, You are responsible for all acts and omissions of You and Your end users in connection with Your Applications and their use of the PagerDuty Developer Services.

(e) Infringement Protection. You will use commercially reasonable efforts to safeguard the PagerDuty Developer Services, Our Products, and Our Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if You become aware of any infringement of any intellectual property rights in the PagerDuty Developer Services, Our Products, and Our Marks and will fully cooperate with us, in any legal action taken by us to enforce Our intellectual property rights.

(f) Updates. We may update or modify the PagerDuty Developer Services from time to time and in Our sole discretion (in each instance, an "Update"). An Update may require You to obtain and use the most recent version(s). Please note an Update may adversely affect how Your Applications communicate with Our Products. As such, You are required to make any such changes to Your Applications that are required for continued interoperability with Our Products as a result of such Update at Your cost and expense. Your continued use of the PagerDuty Developer Services following an Update as Your binding acceptance of the Update.

6. No Support. For the free version of the Developer Account, there is no support for the PagerDuty Developer Services or the Developer Account. If You have entered into a separate agreement with Us where We provide support for the PagerDuty Developer Services, You will be provided support for the PagerDuty Developer Services as set forth in that agreement.

7. Collection and Use of Your Information. We may collect certain information about You or any of Your employees, contractors, or agents. By accessing, using, and providing information to or through the PagerDuty Developer Services or Our Products, You consent to all actions taken by us with respect to Your information in compliance with the then-current version of Our privacy policy and data protection requirements, available at https://www.pagerduty.com/privacy-policy/.

8. Intellectual Property.

(a) Intellectual Property Ownership. You acknowledge that, as between You and Us, We own all right, title, and interest, including all intellectual property rights, in and to the PagerDuty Developer Services, Our Products, and Our Marks. Excluding these aforementioned rights in this Section 8, We acknowledge that You own all right, title, and interest, including all intellectual property rights, in and to Your Applications and Your Marks. Any goodwill associated with the use of a Party’s Marks by the other Party will inure to the benefit of the Party that is the licensor of the Marks. Also, You will not contest the validity of Our Marks or use or register trademarks, trade names, branding, or logos that are confusingly similar to Our Mark.

(b) Feedback. If You or any of Your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the PagerDuty Developer Services, Our Products, or Our Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to Us on Your behalf, and on behalf of Your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to You or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Disclaimer of Warranties. THE PAGERDUTY DEVELOPER SERVICES, OUR PRODUCTS, AND OUR MARKS ARE PROVIDED BY US "AS IS" AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU EXPRESSLY AGREE THAT USE OF THE PAGERDUTY DEVELOPER SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE PAGERDUTY DEVELOPER SERVICES OR DEVELOPER ACCOUNT, IS AT YOUR SOLE RISK. WE MAKE NO WARRANTY OF ANY KIND THAT THE PAGERDUTY DEVELOPER SERVICES, OUR PRODUCTS, OR OUR MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THAT CASE SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. Indemnification. You agree to indemnify, defend, and hold harmless Us, including but not limited to, Our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to, (a) Your use or misuse of the PagerDuty Developer Services, Our Products, or Our Marks, (b) Your breach of this Agreement, and (c) Your Applications or Your Marks, including any end user's use thereof. In the event We seek indemnification or defense from You under this provision, We will promptly notify You in writing of the claim(s) brought against Us for which We seek indemnification or defense. We reserve the right, at Our option and in Our sole discretion, to assume full control of the defense of claims with legal counsel of Our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Us or bind Us in any manner, without Our prior written consent. In the event We assume control of the defense of such claim, We will not settle any such claim requiring payment from You without Your prior written approval.

11. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PAGERDUTY DEVELOPER SERVICES, OUR PRODUCTS, OR OUR MARKS; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS (US$100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT THE PARTIES HAVE ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11, THAT THE SAME REFLECTS AN ALLOCATION OF RISK BETWEEN THE YOU AND US, INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. Term and Termination. The term of this Agreement commences on the earlier of when You acknowledge Your acceptance of this Agreement by clicking the "I ACCEPT" button (or equivalent) or access the PagerDuty Developer Services, and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or Your licenses under this Agreement, in Our sole discretion at any time and for any reason. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing Your access to and use of the PagerDuty Developer Services and Our Marks. Upon termination of this Agreement for any reason all licenses and rights granted to You under this Agreement will also terminate and You must cease using, destroy, and permanently erase from all devices and systems You directly or indirectly control all copies of the PagerDuty Developer Services and Our Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Our rights or remedies at law or in equity.

13. Export Regulation. The PagerDuty Developer Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You must not, directly or indirectly, export, re-export, or release the PagerDuty Developer Services or Our Products to, or make the PagerDuty Developer Services or Our Products accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the PagerDuty Developer Services or Our Products available outside the US.

14. US Government Rights. The PagerDuty Developer Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to the PagerDuty Developer Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

15. Modifications. You acknowledge and agree that We have the right, in Our sole discretion, to modify this Agreement from time to time. Where a new version of this Agreement is created by Us, We will date and post the new version for Your review at https://developer.pagerduty.com/. Your continued use of the PagerDuty Developer Services after a new version of this Agreement is created by Us will be subject to the new version of this Agreement. You will be responsible for reviewing and becoming familiar with any such modifications.

16. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City and County of San Francisco, and You irrevocably submit to the exclusive jurisdiction and venue of such courts in any such suit, action, or proceeding. To the extent permitted by law, choice of law rules, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights.

17. Entire Agreement. This Agreement constitutes the entire agreement and understanding between You and Us with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

18. Further Assurances. Each Party will, and will cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated herein.

19. Notice. Any notices to Us must be sent to Our corporate headquarters address at PagerDuty Inc., 600 Townsend St #200, San Francisco, CA 94103 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, with a copy sent to the attention of PagerDuty General Counsel, and each are deemed given upon receipt by Us. Notwithstanding the foregoing, You hereby consent to receiving electronic communications from Us. These electronic communications may include notices about applicable fees and charges, transactional information, changes to this Agreement and other information concerning or related to the PagerDuty Developer Services. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.

20. Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

21. Headings. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

22. Assignability. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without Our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. This Agreement will be binding upon and will inure to the benefit of Us and Our respective permitted successors and permitted assigns.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

24. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Us with respect to a breach of this Agreement by You or others does not constitute a waiver and will not limit Our rights with respect to such breach or any subsequent breaches.

25. Waiver. No waiver of any provisions by Us be effective unless explicitly set forth in writing and signed by Us. No waiver by Us will operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

26. Cumulative Remedies. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided to the contrary herein.

27. Equitable Remedies. The Parties agree that irreparable damage may occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties may be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

28. Force Majeure. No Party will be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Party suffering a Force Majeure Event will give notice to the other Party within three days of the Force Majeure Event, stating the period of time the occurrence is expected to continue and will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

29. Relationship of the Parties. Nothing herein will be construed to create a joint venture or partnership between the Parties hereto or an employer/employee or agency relationship. Neither Party will have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.