issued share capital of a company or the legal power to direct or cause direction of the general management of a legal entity. 3.1.1. THIRD PARTY SERVICE PROVIDERS. Customer may permit third party suppliers of products and services (“Service Providers”) to access and use the Subscription Service for the limited purpose of providing services to Customer and supporting Customer’s operations provided that Customer will be wholly responsible for such Service Providers’ compliance with the terms of this Agreement and all acts or omissions in connection with the Service Providers’ use of the Subscription Service. 3.1.2. ANCILLARY SOFTWARE. “Ancillary Software” means software licensed by ServiceNow to Customer that is typically deployed on systems owned or controlled by Customer to facilitate Customer’s authorized access to and use of the Subscription Service in accordance with the Documentation. ServiceNow grants Customer a non-exclusive, worldwide, non-sublicensable, non-transferable (except as expressly permitted in the Agreement), and limited license during the Subscription Term to install and execute Ancillary Software. 3.2. RESTRICTIONS. With respect to the Subscription Service, Customer will not (and will not permit others to): (1) use it in excess of contractual use limits (including as stated in an Order Form), or in a manner that circumvents use limits or technological access control measures; (2) sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make it available for access by third-parties, except as may be otherwise expressly stated herein or in an Order Form; (3) access it for purposes of developing or operating competing products or services; (4) use any Customer Technology or third-party intellectual property or technology in connection with the Subscription Service in contravention or absence of any necessary permissions, consents or use rights; or (5) use or allow it to be used in violation of Law. 3.3. USE VERIFICATION. ServiceNow may remotely review the scope of Customer’s use of the Subscription Service, and on ServiceNow’s written request, Customer will provide reasonable assistance to verify Customer’s compliance with the Agreement with respect to access to and use of the Subscription Service. If ServiceNow determines that Customer has exceeded its permitted access and use rights to the Subscription Service, ServiceNow will notify Customer and Customer will, within 30 days, either: (1) disable any unpermitted use; or (2) purchase additional use rights commensurate with Customer’s actual use pursuant to a mutually executed Order Form. If Customer remains non-compliant after such 30 days, ServiceNow may suspend Customer’s use of the Subscription Service or terminate this Agreement for breach, in addition to any other available rights and remedies. 4. INTELLECTUAL PROPERTY. 4.1. SERVICENOW OWNERSHIP. As between the parties, ServiceNow and its licensors exclusively own all right, title, and interest in and to all intellectual property and proprietary rights (“IPR”) in the Subscription Service, Ancillary Software, Documentation, ServiceNow websites, software, and technology and methodologies created by or for, or licensed to, ServiceNow and any updates to, or derivative works of, the foregoing (“ServiceNow Core Technology”), notwithstanding anything in this Agreement to the contrary. Except for the rights and licenses expressly granted in Section 3 (Access and Use Rights; Restrictions) and this Section 4, ServiceNow, on behalf of itself and its licensors, reserves all rights in the ServiceNow Core Technology. ServiceNow Core Technology provided to Customer is licensed, not sold, even if words such as “sale” or “purchase” are used. 4.2. CUSTOMER OWNERSHIP. Customer grants to ServiceNow and its Affiliates and contractors a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use and reproduce Customer Data and Customer intellectual property and technology (“Customer Technology”) solely to provide and support the Subscription Service. As between the parties, Customer and its licensors will retain all right, title, and interest in and to all IPR in Customer Data and Customer Technology. If Customer provides ServiceNow with feedback such as suggestions or ideas regarding the ServiceNow Core Technology (“Feedback”), then ServiceNow has the irrevocable right to exercise all rights in such Feedback without restriction. 4.3. PROFESSIONAL SERVICES. “Professional Services” means any consulting, development, or educational services provided by or for ServiceNow pursuant to an executed statement of work describing Professional Services (“SOW”) or written description for a packaged Professional Service, attached to or referenced in an Order Form (“Service Description”). Subject to this Section 4.3, ServiceNow assigns to Customer any Newly Created IP (defined below) upon Customer’s payment in full under the applicable SOW that specifies creation of the Newly Created IP. During the applicable Subscription Term, ServiceNow grants Customer a non-exclusive, worldwide, royalty-free, non-transferable (except as expressly set forth in the Agreement), non-sublicensable, and limited license to use the “Deliverables” (anything created for Customer in performance of Professional Services other than Newly Created IP) only in connection with the applicable Subscription Service for which it was built and Page 2 of 8 (Version: 12JUN2024) © 2023 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated.