|
sricnw~
<br />SUBSCRIPTION SERVICE AGREEMENT EFFECTIVE DATE: NOVEMBER 4, 2014
<br />2.4. RESTRICTIONS. Customer shall not (and shall not permit others to) do the following with
<br />respect to the ServiceNow Core Technology: (i) use the Subscription Service with external programs in a manner
<br />that intentionally circumvents contractual usage restrictions; (ii) license, sub -license, sell, re -sell, rent, lease,
<br />transfer, distribute or time share or otherwise make any of it available for access by third parties except as
<br />otherwise expressly provided in a Use Authorization; (iii) access it for the purpose of developing or operating
<br />products or services intended to be offered to third parties in competition with the Subscription Service; (iv)
<br />disassemble, reverse engineer or decompile it; (v) copy, create derivative works based on or otherwise modify it
<br />except as permitted in this Agreement; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii)
<br />use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property
<br />right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (viii) use it to
<br />create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or
<br />otherwise engage in a malicious act or disrupt its security, integrity or operation; or (ix) access or disable any
<br />ServiceNow or third party data, software or network (other than Customer's instance of the Subscription Service
<br />in accordance with this Agreement). Before Customer exercises any of the foregoing actions that Customer
<br />believes it is entitled to, Customer shall provide ServiceNow with thirty (30) days' prior written notice to
<br />legalnotices(a-)servicenow.com (or, if applicable law or the relevant court order does not allow for such notice, then
<br />the maximum amount of notice allowable), and provide reasonably requested information to allow ServiceNow to
<br />assess Customer's claim and, at ServiceNow's sole discretion, provide alternatives that reduce adverse impacts
<br />on ServiceNow's intellectual property and other rights.
<br />3. ORDERING
<br />3.1. RESELLER ORDERS. Customer shall order and purchase the Subscription Service and
<br />Professional Services directly from Reseller pursuant to a separate agreement specifying price, payment and
<br />other commercial terms. ServiceNow is not a party to such separate agreement but will provide the purchased
<br />services pursuant to this Agreement. For each order, Reseller or ServiceNow will provide Customer with a Use
<br />Authorization for Customer to sign and return to ServiceNow. ServiceNow will have no obligation to provide
<br />services unless and until it has received a Use Authorization signed by Customer. Reseller is not authorized to
<br />make any changes to this Agreement (including any Use Authorizations issued hereunder) or bind ServiceNow to
<br />any additional or different terms or conditions. Additional orders for ServiceNow products or services may be
<br />placed either through Reseller or ServiceNow, provided that if Customer places an order directly through
<br />ServiceNow, Customer shall sign an addendum to this Agreement setting forth pricing, payment and other
<br />commercial terms between Customer and ServiceNow.
<br />3.2. USE VERIFICATION. ServiceNow or Reseller may remotely review Customer's use of the
<br />Subscription Service, and upon ServiceNow or Reseller's written request Customer shall provide any reasonable
<br />assistance, to verify Customer's compliance with the Agreement. If ServiceNow determines that Customer has
<br />exceeded its permitted use of the Subscription Service then ServiceNow will notify Customer and within thirty (30)
<br />days thereafter Customer shall either: (i) disable any unpermitted use or (ii) purchase additional subscriptions
<br />commensurate with Customer's actual use. If Customer fails to regain compliance within such thirty (30) day
<br />period or fails to make payment as provided in its agreement with Reseller, ServiceNow may suspend Customer's
<br />use of the Subscription Service or terminate this Agreement for cause in accordance with Section 9 (Term and
<br />Termination), in addition to any other rights or remedies ServiceNow may have.
<br />4. INTELLECTUAL PROPERTY
<br />4.1. SERVICENOW OWNERSHIP. As between ServiceNow and Customer, all rights, title, and
<br />interest in and to all intellectual property rights in the ServiceNow Core Technology are owned exclusively by
<br />ServiceNow notwithstanding any other provision in this Agreement. Except as expressly provided in this
<br />Agreement, ServiceNow reserves all rights in the ServiceNow Core Technology and does not grant Customer any
<br />rights, express or implied or by estoppel.
<br />4.2. CUSTOMER OWNERSHIP. As between Customer and ServiceNow, Customer shall retain all of
<br />its rights, title, and interest in and to its intellectual property rights in Customer Data and Customer Technology.
<br />Customer hereby grants to ServiceNow a royalty -free, fully -paid, non-exclusive, non -transferable (except as set
<br />SERVICENOw CONFIDENTIAL Page 3 (version 11/4/2014)
<br />
|