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<br />SUBSCRIPTION SERVICE AGREEMENT EFFECTIVE DATE: NOVEMBER 4, 2014
<br />foregoing, either party may, upon notice and without the other party's consent: (i) in connection with a merger,
<br />reorganization or sale of all or substantially all of the assets or equity of such party, assign this Agreement in its
<br />entirety to such party's successor; and (ii) assign this Agreement in its entirety to any Affiliate. "Affiliates" shall
<br />mean any person or entity directly or indirectly Controlling, Controlled by or under common Control with a party to
<br />the Agreement, where "Control' means the legal power to direct or cause the direction of the general
<br />management of the company, partnership or other legal entity. Any attempted or purported assignment in
<br />violation of this Section 10.1 will be null and void. Subject to the foregoing, this Agreement shall bind and inure to
<br />the benefit of the parties, their respective successors and permitted assigns.
<br />10.2. COMPLIANCE WITH LAWS. ServiceNow shall comply with any statutes and regulations that
<br />apply to its provision of the Subscription Service, Professional Services, Software, Documentation, Development
<br />Tools and Deliverables, under the Agreement, including but not limited to those applicable to the privacy and
<br />security of personal information, including trans -border data transfers and data breach notification requirements
<br />as required of ServiceNow by law. Customer shall comply with all laws that apply to its use of the Subscription
<br />Service, Professional Services, Software, Documentation, Development Tools and Deliverables, under the
<br />Agreement, including but not limited to those applicable to collection and processing of Customer Data in
<br />ServiceNow systems through the Subscription Service. Customer agrees to provide any required disclosures to
<br />and obtain any required consents for the transfer of Customer Data to ServiceNow. ServiceNow shall not be
<br />responsible for compliance with any laws applicable to Customer and its industry that are not generally applicable
<br />to information technology service providers.
<br />10.3. EXPORT COMPLIANCE. Each party shall comply with United States and foreign export control
<br />laws and regulations. Customer acknowledges that the Subscription Service, Professional Services, Software,
<br />Documentation, Development Tools and Deliverables are subject to the U.S. Export Administration Regulations
<br />(the "EAR") and that Customer shall comply with the EAR. Without limiting the foregoing, Customer represents
<br />and warrants that: (i) Customer is not located in, and shall not use the Subscription Service, Professional
<br />Services, Software, Documentation, Development Tools and Deliverables from, any country that is subject to U.S.
<br />export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria);
<br />(ii) Customer shall not use the Subscription Service, Professional Services, Software, Documentation,
<br />Development Tools and Deliverables in the design, development or production of nuclear, chemical or biological
<br />weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and
<br />(iii) Customer is not prohibited from participating in U.S. export transactions by any federal agency of the U.S.
<br />government. In addition, Customer is responsible for complying with any local laws which may impact Customer's
<br />right to import, export or use the Subscription Service, Professional Services, Software, Documentation,
<br />Development Tools and Deliverables.
<br />10.4. US GOVERNMENT RIGHTS. All ServiceNow software (including Software) is commercial
<br />computer software and all services are commercial items. "Commercial computer software" has the meaning
<br />set forth in Federal Acquisition Regulation ("FAR") 2.101 for civilian agency purchases and the Department of
<br />Defense ("DOD") FAR Supplement ("DFARS") 252.227-7014(a)(1) for defense agency purchases. If the software
<br />is licensed or the services are acquired by or on behalf of a civilian agency, ServiceNow provides the commercial
<br />computer software and/or commercial computer software documentation and other technical data subject to the
<br />terms of this Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and
<br />their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the
<br />DOD, ServiceNow provides the commercial computer software and/or commercial computer software
<br />documentation and other technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3
<br />and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional
<br />rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and
<br />supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer
<br />software or technical data.
<br />10.5. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given
<br />upon: (i) personal delivery; (ii) when received by the addressee if sent by a recognized overnight courier (receipt
<br />requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email with
<br />SERVICENOw CONFIDENTIAL Page 8 (version 11/4/2014)
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