Ordering agreement

ORDERING AGREEMENT The General Terms and Conditions in this Ordering Agreement, together with all other terms, addenda and policies referenced in or attached to the Ordering Agreement, or an applicable Order Form are incorporated into this Ordering Agreement by reference (“Agreement”). This Agreement is between the ServiceNow entity (“ServiceNow”) and the customer entity (“Customer”) identified on the ordering document issued by ServiceNow and becomes effective on the last signature date of the ordering document (“Effective Date”). GENERAL TERMS AND CONDITIONS 1. ORDERS. 1.1. ORDERS. From time to time, Customer and ServiceNow may execute ordering documents (“Order Forms”), through which Customer may order certain ServiceNow offerings, as identified in the applicable Order Form (collectively, the “Subscription Service”). 1.2. PURCHASES FROM AUTHORIZED RESELLERS. Customer may purchase the Subscription Service through an authorized reseller (“Authorized Reseller”). If Customer chooses to purchase the Subscription Service through an Authorized Reseller, then: (a) all references to an Order Form are replaced with references to the “Use Authorization” (a document provided to Customer specifying the Subscription Service purchased by Customer and the term and scope of its authorized use); (b) this Agreement will apply to the Subscription Service ordered by Customer, except Section 1.3 (Payment), and (c) Customer is required to submit any warranty, refund or service credit claims directly to the Authorized Reseller, who will be solely responsible for issuing any refunds or service credits. 1.3. PAYMENT. Customer will pay all fees in accordance with each applicable Order Form. 2. SERVICENOW RESPONSIBILITIES. 2.1. PROVISION AND SUPPORT OF SUBSCRIPTION SERVICE. During the period set forth in the applicable Order Form (“Subscription Term”), ServiceNow will provide: (1) the Subscription Service in accordance with this Agreement; (2) Customer Support, Availability, and Upgrades and Updates as described in the Customer Support Addendum (“CSA”) at https://www.servicenow.com/upgrade-schedules.html unless otherwise specified in an applicable addendum; and (3) provide the Subscription Service in compliance with all Laws applicable to ServiceNow’s provision of the products and services. “Law” means any applicable law, rule, statute, decree, decision, order, regulation, judgment, code, and requirement of any government authority (federal, state, local, or international) with jurisdiction over ServiceNow’s provision and Customer’s use of the Subscription Service under this Agreement. 2.2. PROTECTION AND PROCESSING OF CUSTOMER DATA. During the Subscription Term, ServiceNow will maintain a written security program, that includes industry-standard practices designed to protect data and content that is uploaded by or for Customer or its agents, employees, or contractors, or otherwise submitted by Customer for processing in the Subscription Service (“Customer Data”) as set forth in the data security addendum at https://www.servicenow.com/upgrade-schedules.html (“DSA”) unless otherwise specified in an applicable addendum. The terms of the data processing addendum at https://www.servicenow.com/upgrade-schedules.html (“DPA”) apply to ServiceNow’s processing of Personal Data (as defined in the DPA). 2.3. APPLICABILITY. The CSA, DSA, and DPA, and any other addenda in effect as of the date of the Order Form apply to the Subscription Service specified on such Order Form. ServiceNow may update the CSA, DSA, DPA and any addenda, however, except to the extent otherwise expressly provided, in no event will any update automatically apply to such Subscription Service. 3. ACCESS AND USE RIGHTS; RESTRICTIONS. 3.1. ACCESS AND USE RIGHTS. ServiceNow authorizes Customer to access and use the Subscription Service during the Subscription Term, solely for its business purposes in accordance with the applicable ServiceNow published system requirements and technical functionality for such Subscription Service as described in the Documentation. “Documentation” means the then-current product documentation for the supported version(s) of the applicable Subscription Service at https://docs.servicenow.com. Customer may provide its Affiliates access to the Subscription Service set forth in the Order Form, (each such Affiliate an “Affiliate User”), provided that Customer will be wholly responsible for Affiliate Users’ compliance with this Agreement and all acts and omissions of such Affiliate Users. “Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the beneficial ownership of more than 50% of the Page 1 of 8 (Version: 12JUN2024) © 2024 ServiceNow, Inc. All rights reserved. CONFIDENTIAL. 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.