Subscription Service Agreement

SUBSCRIPTION SERVICE AGREEMENT This Subscription Service Agreement (“Agreement”) is made between the ServiceNow entity (“ServiceNow”) and the customer entity (“Customer”) on the ordering document issued by ServiceNow and becomes effective on the last signature date of the ordering document (“Effective Date”).The Agreement includes the following, all of which are deemed incorporated by this reference: the General Terms and Conditions below; all Use Authorizations, Product Overviews, SOWs, and Service Descriptions; and any other terms expressly referenced anywhere in this Agreement. All capitalized terms not defined in the General Terms and Conditions will have the meaning given to them in other parts of the Agreement. Pursuant to a separate transaction between Customer and ServiceNow’s authorized reseller (“Reseller”), Customer has purchased from Reseller certain products and services to be delivered by ServiceNow. This Agreement specifies the terms and conditions under which those services will be provided, apart from price, payment and other terms specified in the separate agreement between Customer and Reseller. Any claims for refunds or service credits from ServiceNow under this Agreement must be submitted to Reseller by Customer. GENERAL TERMS AND CONDITIONS 1. DEFINITIONS 1.1. “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 issued share capital of a company or the legal power to direct or cause direction of the general management of a legal entity. 1.2. “Ancillary Software” means software licensed by ServiceNow to Customer that is typically deployed on Customer’s machines to enable access to and use of the Subscription Service. Ancillary Software may include or be provided with code licensed under third-party agreements, including open source software. 1.3. “Claim” means any third-party suit, claim, action, or demand. 1.4. “Confidential Information” means: (1) ServiceNow Core Technology (which is ServiceNow’s Confidential Information); (2) Customer Data and Customer Technology (which is Customer’s Confidential Information); (3) any of a party’s information that, due to the nature of the information or circumstances of disclosure, the receiving party should reasonably understand it to be confidential; and (4) this Agreement and any amendment or attachment (which are all deemed Confidential Information of both parties). Confidential Information excludes any information; (a) that is or becomes generally publicly known without fault or breach by receiving party; (b) that receiving party obtains (rightfully and without restriction on use or disclosure) from a third party entitled to make the disclosure; or (c) that is independently developed by receiving party without using disclosing party’s Confidential Information. 1.5. “Customer Data” means Customer’s electronic data that is uploaded by or for Customer or its agents, employees, or contractors, and processed in the Subscription Service, excluding ServiceNow Core Technology. 1.6. “Customer Technology” means software, methodologies, templates, business processes, documentation, or other material originally authored, invented, or otherwise created by or for Customer (but not by or for ServiceNow) for use with the Subscription Service, excluding ServiceNow Core Technology. 1.7. “Deliverable” means anything created for Customer in performance of Professional Services other than Newly Created IP. 1.8. “Documentation” means the then-current ServiceNow documentation for the Subscription Service or Ancillary Software at https://docs.servicenow.com. Documentation includes solely technical program or interface documentation, user manuals, operating instructions, and release notes. 1.9. “IPR” means all intellectual property or other proprietary rights worldwide, including patents, copyrights, trademarks, moral rights, trade secrets, and any other intellectual or industrial property, including registrations, applications, renewals, and extensions of such rights. 1 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.