ServiceNow will have no obligation to provide products or services to Customer until it has received an executed Use Authorization. Reseller is not authorized to make any changes to this Agreement (including any Use Authorizations) or bind ServiceNow to any additional or different terms or conditions. Customer may place new orders directly through Reseller or ServiceNow, provided that if Customer places an order directly with ServiceNow, Customer must sign an addendum to this Agreement setting forth ordering and payment terms between Customer and ServiceNow. 4.2. USE VERIFICATION. ServiceNow may remotely review the scope of Customer’s use of the Subscription Service, and on ServiceNow or Reseller’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 subscriptions commensurate with Customer’s actual use. If Customer fails to regain compliance within such thirty 30-day period ServiceNow may suspend Customer’s use of the Subscription Service or terminate this Agreement for cause in accordance with Section 10, in addition to any other available rights or remedies. 5. INTELLECTUAL PROPERTY. 5.1. SERVICENOW OWNERSHIP. As between the parties, ServiceNow and its licensors exclusively own all right, title, and interest in and to all IPR in the ServiceNow Core Technology, notwithstanding anything in this Agreement purportedly to the contrary. Except for the rights and licenses expressly granted in Section 3, ServiceNow, on behalf of itself and its licensors, reserves all rights in the ServiceNow Core Technology and does not grant or give Customer any rights whatsoever. Any ServiceNow Core Technology delivered to Customer or to which Customer is given access has been licensed, not sold, even if, for convenience, ServiceNow uses words such as “sale” or “purchase” in Use Authorizations or other documents. 5.2. C USTOMER OWNERSHIP. 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. Customer grants to ServiceNow a royalty-free, fully paid, non-exclusive, non-transferrable (except under Section 11.1), worldwide, right to use Customer Data and Customer Technology solely to provide and support the Subscription Service. 5.3. FEEDBACK. If Customer provides suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Subscription Service (collectively, “Feedback”) Customer grants to ServiceNow a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 11.1), non- exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize Feedback (including by incorporation of such Feedback into ServiceNow Core Technology) without restriction. 5.4. PROFESSIONAL SERVICES. Subject to this Section 5.4, ServiceNow assigns (and in the future is deemed to have assigned) to Customer any Newly Created IP upon Customer’s payment in full under the SOW that specifies creation of the Newly Created IP. If any ServiceNow Core Technology is incorporated in a Deliverable, ServiceNow grants Customer a non-exclusive, royalty-free, non-transferable (except under Section 11.1), non-sublicensable worldwide license to use such ServiceNow Core Technology, solely in connection with use of the Subscription Service under this Agreement during the applicable Subscription Term. Nothing in this Agreement may be construed to limit ServiceNow’s right to perform (and to assign employees or contractors to perform) similar Professional Services for any other party or to use any information incidentally retained in the unaided memories of its employees providing Professional Services. 6. WARRANTIES; DISCLAIMER OF WARRANTIES. 6.1. SERVICENOW WARRANTIES. ServiceNow warrants that, (1) during the Subscription Term, Customer’s production instance of the Subscription Service will materially conform to the Product Overview; and (2) 4 11 Page of (Version: 17November2022) © 2022 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.