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sricnw-, <br />SUBSCRIPTION SERVICE AGREEMENT EFFECTIVE DATE: NOVEMBER 4, 2014 <br />1.8. "Service Description" means the written description for a packaged Professional Service, <br />attached to a Use Authorization or referenced therein. <br />1.9. "ServiceNow Core Technology' means: (a) the Subscription Service; Software; Development <br />Tools, Documentation; and ServiceNow technology and methodologies (including, without limitation, products, <br />software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class <br />libraries, objects and documentation) existing as of the Effective Date or otherwise arising outside of work under a <br />Professional Service; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of <br />the foregoing and related technical or end user documentation or manuals; and (c) intellectual property anywhere <br />in the world relating to the foregoing. <br />1.10. "Software" means software provided by ServiceNow to Customer that operates on Customer - <br />provided machines solely to facilitate the use of the Subscription Service. <br />1.11. "SOW' means a statement of work for Professional Services. <br />1.12. "Subscription Service" means the ServiceNow software as a service (SaaS) offering identified in <br />a Use Authorization. <br />1.13. "Subscription Term" means the term of authorized use of the Subscription Service as set forth in <br />the Use Authorization. <br />1.14. "Use Authorization" means a written document provided to Customer specifying the services <br />that Customer has purchased, along with the term and scope of the authorized use thereof. <br />2. GRANT OF USE RIGHTS <br />2.1. SUBSCRIPTION SERVICE. Subject to the terms of this Agreement, ServiceNow authorizes <br />Customer to access and use the purchased Subscription Service during the Subscription Term as set forth in an <br />applicable Use Authorization for its internal business purposes in accordance with the Documentation. Customer <br />shall not use or otherwise access the Subscription Service in a manner that exceeds Customer's authorized use <br />as set forth in this Agreement and the applicable Use Authorization. <br />2.2. SOFTWARE. ServiceNow grants Customer a limited, personal, worldwide, non-sublicensable, <br />non -transferable (except as set forth in Section 10.1 (Assignment)), non-exclusive license during the Subscription <br />Term to install and execute Software on machines operated by or for Customer solely to facilitate Customer's <br />authorized access to and use of the purchased Subscription Service. The Software may include code that is <br />licensed under third party license agreements, including open source made available or provided with the <br />Software. Software is licensed and not sold even if for convenience ServiceNow makes reference to words such <br />as sale or purchase. <br />2.3. DEVELOPMENT TOOLS. In support of Customer's authorized internal business use of the <br />Subscription Service during the Subscription Term, ServiceNow grants to Customer a limited, personal, <br />worldwide, non-sublicensable, non -transferable (except as set forth in Section 10.1 (Assignment)), non-exclusive <br />license to download and make a reasonable number of copies of the Development Tools, and to use, copy, <br />modify and create derivative works of the Development Tools, in: (a) using, implementing and integrating the <br />ServiceNow applications with other software and systems; and (b) creating applications on the ServiceNow <br />platform (to the extent Customer has purchased authorized use of the Subscription Service to create applications <br />on the ServiceNow platform). Customer shall not use the Development Tools in a manner that causes it to exceed <br />the limits of its authorized use of the Subscription Service as set forth in this Agreement and the Use <br />Authorization. From time to time, ServiceNow may provide Development Tools subject to the terms and <br />conditions of separate agreements which will be provided to Customer for review and to which Customer will be <br />required to agree prior to use of such Development Tools; provided that ServiceNow shall not require Customerto <br />agree to separate terms and conditions for any Development Tool that is necessary for Customer's use of its <br />ordered Subscription Service in conformance with the Product Overview unless set forth on the Use <br />Authorization. <br />SERVICENOw CONFIDENTIAL Page 2 (version 11/4/2014) <br />