|
sricnw~
<br />SUBSCRIPTION SERVICE AGREEMENT EFFECTIVE DATE: NOVEMBER 4, 2014
<br />confirmation of receipt, except that email shall not be sufficient for notices regarding a Claim. Notices shall be
<br />sent to the parties as set forth on the signature page of this Agreement or as subsequently updated in writing.
<br />10.6. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor be deemed to
<br />have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of
<br />this Agreement (excluding Customer's failure to pay amounts owed when due), when and to the extent such
<br />failure or delay is caused by or results from acts beyond the affected party's reasonable control, including without
<br />limitation: strikes, lock -outs or other industrial disputes (whether involving its own workforce or a third party's),
<br />trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God,
<br />export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or
<br />military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or
<br />machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods,
<br />storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each
<br />a "Force Majeure Event'). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate
<br />against the effects of such Force Majeure Event.
<br />10.7. HIGH RISK ACTIVITIES. Customer shall use the ServiceNow Core Technology within the
<br />intended business purposes described in the Documentation, and not for any purpose that requires fail-safe
<br />performance including, but not limited to, stock trading, financial transaction processing, management of
<br />hazardous facilities or applications for which failure could result in death, personal injury, or severe physical or
<br />environmental damage ("High Risk Activity'). ServiceNow, its licensors and suppliers expressly disclaim all
<br />warranties of fitness for any such use and Customer shall release and hold ServiceNow, its licensors and
<br />suppliers harmless from liability arising out of the use of the ServiceNow Core Technology for High RiskActivity.
<br />10.8. USE OF AGGREGATE DATA. Customer agrees that ServiceNow may collect, use and disclose
<br />quantitative data derived from the use of the Subscription Service for industry analysis, benchmarking, analytics,
<br />marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only
<br />and will not identify Customer or its users.
<br />10.9. ENTIRETY. This Agreement, together with the Use Authorizations, Product Overviews, SOWs,
<br />Service Descriptions, and the Subscription Service Guide (including the Customer Support Policy, the Upgrade
<br />Policy and the Data Security Guide), is the final and entire agreement between the parties regarding the products
<br />and services provided hereunder and supersedes all prior or contemporaneous oral or written agreements,
<br />representations, understandings, undertakings and negotiations with respect to the subject matter hereof. The
<br />terms of this Agreement apply to the exclusion of any other terms that Customer seeks to impose or incorporate,
<br />or which are implied by trade, custom, practice or course of dealing. Customer acknowledges that it has not relied
<br />on any statement, promise or representation made or given by or on behalf of ServiceNow that is not set out in
<br />this Agreement. Customer's orders are not contingent on, and Customer has not relied on, the delivery of any
<br />future functionality regardless of any verbal or written communication about ServiceNow's future plans. This
<br />Agreement may be executed in counterparts, each of which shall be deemed to be an original.
<br />10.10. WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only
<br />against the party who signed such writing and for the circumstances given. Any modification of this Agreement
<br />must be in writing and signed by authorized representatives of both parties.
<br />10.11. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this
<br />Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall
<br />have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or
<br />on behalf of the other party.
<br />10.12. GOVERNING LAW: JURISDICTION AND VENUE. This Agreement shall be governed by the
<br />laws of the state of California, without regard to its conflict of laws principles. The parties hereby irrevocably
<br />consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in
<br />Santa Clara County, California, for the purposes of adjudicating any dispute arising out of this Agreement. Each
<br />party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of
<br />law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
<br />SERVICENOw CONFIDENTIAL Page 9 (version 11/4/2014)
<br />
|