2.3. UPDATES. The CSA, DSA and DPA in effect as of the date of the Use Authorization will apply to the Subscription Services specified on such Use Authorization. ServiceNow may update the CSA, the DSA and the DPA, however, in no event will any update be effective until the end of the applicable Subscription Term. 3. ACCESS AND USE RIGHTS; RESTRICTIONS; PROFESSIONAL SERVICES. 3.1. ACCESS AND USE RIGHTS. For each Subscription Term, ServiceNow grants the access and use rights in this Section 3 to the ServiceNow Core Technology described in the applicable Use Authorization. 3.1.1. SUBSCRIPTION SERVICE. ServiceNow authorizes Customer to access and use the Subscription Service during the Subscription Term in the applicable Use Authorization, solely for its internal business purposes in accordance with the Documentation. NCILLARY SOFTWARE. ServiceNow grants Customer a limited, personal, worldwide, non- 3.1.2. A sublicensable, non-transferable (except under Section 11.1), non-exclusive, royalty-free license during the Subscription Term to install and execute Ancillary Software on Customer’s machines, solely to facilitate Customer’s authorized access to and use of the Subscription Service. 3.2. AFFILIATE ACCESS AND USE. 3.2.1. ACCESS THROUGH CUSTOMER. Customer may, at its option, provide access and use rights to the Subscription Service to one or more Customer Affiliates, subject to this Agreement (“Affiliate User”). If Customer does so, it will be wholly responsible for Affiliate Users’ compliance with the terms of this Agreement and all acts and omissions of such Affiliate Users. No Customer Affiliate will have the right to take any legal action against ServiceNow under this Agreement or any Use Authorization unless such Customer Affiliate has entered into a direct Use Authorization with ServiceNow. 3.3. RESTRICTIONS. With respect to the ServiceNow Core Technology, Customer will not (and will not permit others to): (1) use it in excess of contractual use limits (including as stated in a Use Authorization), or in a manner that circumvents use limits or technological access control measures; (2) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make any of it available for access by third- parties, except as may be otherwise expressly stated herein or in a Use Authorization; (3) access it for purposes of developing or operating products or services for third-parties in competition with ServiceNow Core Technology; (4) disassemble, reverse engineer, or decompile it; (5) copy, create derivative works based on, or otherwise modify it, except as may be otherwise expressly stated in this Agreement; (6) remove or modify a copyright or other proprietary rights notice in it; (7) use it in violation of Law (including those applicable to collection and processing of Customer Data through the Subscription Service); (8) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other IPR (including the rights of publicity) without first obtaining the owner’s permission; (9) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; or (10) access or disable any ServiceNow or third-party data, software, or network (other than Customer’s instance of the Subscription Service). Customer will notify ServiceNow at [email protected] 30 days before it engages in any of the foregoing that it believes it may be entitled to and provide reasonably requested information to allow ServiceNow to assess Customer’s claim. ServiceNow may, in its discretion, provide alternatives that reduce adverse impacts on ServiceNow’s IPR or other rights. OVISION OF PROFESSIONAL SERVICES. Customer and ServiceNow may enter into one or more SOWs or 3.4. PR Use Authorizations subject to this Agreement for the provision of Professional Services. 4. ORDERING. 4.1. RESELLER ORDERS. Customer shall order products and services directly from Reseller pursuant to a separate agreement between Customer and Reseller to which ServiceNow is not a party. Reseller will provide Customer with a Use Authorization for each order which Customer will sign and return. 3 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.
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