1. Acceptance of the Terms of Use
The following terms and conditions, together with any referenced
documents (collectively, "Terms of Use") are a legal
agreement between you and your employees, agents, contractors and any
other entity on whose behalf you accept these terms (collectively,
“you” and “your”), and ServiceNow, Inc. if your domicile
is within the USA, Canada or Mexico, or ServiceNow Nederland B.V. if
your domicile is within any other country (“ServiceNow,”
“we,” “us” and “our”). The Terms of Use apply to
ServiceNow’s Website (as defined below).
IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU
AND US WHEN ACCEPTED BY YOU. YOU ACCEPT THESE TERMS OF USE BY (1)
ACCESSING OR USING THE WEBSITE, (2) INDICATING ACCEPTANCE OF THESE
TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX
CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN
“ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING
THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF
THE RIGHTS GRANTED TO YOU UNDER THESE TERMS OF USE. THE INDIVIDUAL
ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE
OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS
BEHALF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE
THE WEBSITE.
The term “Website” means ServiceNow public websites,
including without limitation those found at the following URLs:
www.servicenow.com; community.servicenow.com;
knowledge.servicenow.com; demochannel.service‑now.com;
wiki.servicenow.com; share.servicenow.com; partners.servicenow.com;
store.servicenow.com; publisher.servicenow.com; and
developer.servicenow.com. The term “Website” does not include the
ServiceNow Products (as defined below) regardless of the domain name
used to access such ServiceNow Products.
The Website provides several types of resources, including one or
more of the following: areas to interact with the Website and the user
community such as message boards, chat rooms, forums, bulletin boards,
training modules, user ratings, user reviews, and other related
interactive and social features (collectively, the “Community
Services”); information, software, text, displays, images, video,
audio recordings, and user interfaces included in or generated by the
Website, and the design, selection and arrangement thereof, except
that provided expressly and conspicuously under a third‑party license
(collectively, the “Website Content”); product specifications
and product documentation (collectively, “Documentation”);
software such as application program interfaces, update sets,
development tools, code snippets and sample code, not including Apps
(defined below), published by ServiceNow to permit customization and
configuration of ServiceNow Products (collectively, “Development
Tools”); and non‑production instances of the ServiceNow Products
(“Non‑Production Instances”). Your right to use of the
Website, including Community Services, Website Content, Documentation,
Development Tools and Non‑Production Instances, is subject to and
conditioned on your acceptance of these Terms of Use.
We may revise and update these Terms of Use from time to time in our
sole discretion. You are expected to check this page from time to time
to take notice of any changes we made, as they are binding on you. All
material changes apply prospectively only. Changes to the dispute
resolution procedures set forth in the section titled Governing Law
and Jurisdiction shall not apply to disputes for which the
parties had actual notice as of the date the change was posted on the
Website. Your continued use of the Website following the posting of
revised Terms of Use means that you accept and agree to the changes.
When accepted by you, the revised Terms of Use automatically revoke
any license or other rights that we granted to you under the prior version.
Personally identifiable information collected about you by this
Website is treated in accordance with the Privacy
Policy, which is hereby incorporated into these Terms of Use by
reference. If you do not agree to these Terms of Use or the Privacy
Policy, you must exit the Website.
Access
We reserve the right to terminate or modify the Website including
any of its content, in whole or in part, in any manner in our sole
discretion, without notice. We will not be liable if, for any reason,
all or any part of the Website is unavailable at any time or for any
period. From time to time, we may restrict access to all or part of
the Website to registered users or another subset of users. You are
solely responsible for making all arrangements necessary for you to
access the Website.
Accounts
To access portions of the Website or certain resources, you may be
asked to provide certain registration details or other information.
It is a condition of your use of the Website, and you hereby represent
and warrant, that you are of the legal age of majority in the
jurisdiction in which you reside and that all information you provide
is correct, current and complete. If you choose, or you are provided
with, a user name, password or other information as part of our
security procedures, you must treat such information as confidential
and you must not disclose it to any third party. You agree that you
are solely responsible to us for all activities identified with your
account. You agree to immediately notify ServiceNow of any
unauthorized use of your user name or password or any other breach of
security. You must logout from your account at the end of each
session. You should use particular caution when accessing your account
from a public or shared computer so that others are not able to view
or record your password or other personal information. ServiceNow has
the absolute right to disable any user name or password, at any time,
for any reason, including, if in our sole discretion we believe that
you have failed to comply with any provision of these Terms of Use.
ServiceNow Products
The “Website” does not include ServiceNow Products. “ServiceNow
Product” means the ServiceNow platform and any ServiceNow
applications or subscription services, including those customarily
provided by us only to our paying customers, along with professional
services, support, and maintenance, and any other products or services
offered for sale by ServiceNow. ServiceNow Products do not include
Non‑Production Instances or Apps (as defined below). You must purchase
access to ServiceNow Products pursuant to a separate subscription or
other agreement with ServiceNow (“Subscription Agreement”).
2. Use of the Website
Posting
You and other third‑party users of the Website may be permitted to
post, submit, contribute, publish, display, make a available or
transmit to others (hereinafter, "post") content,
materials or hosted applications (collectively, "User
Contributions" and together with contributions officially
posted by ServiceNow, “Contributions”) on or through the
Website. Posting permits our customers, partners, developers,
prospective customers, employees and other interested parties to share
information, exchange ideas, expertise and experience, ask questions,
provide solutions, share technology advances and obtain product
information. To foster a vibrant, thriving, and friendly community, we
may enforce standards for appropriate content and prohibit uses
antithetical to the intended community environment. User Contributions
are considered non‑confidential and non‑proprietary, and you hereby
grant to ServiceNow a perpetual, irrevocable, royalty‑free,
fully‑paid, sublicensable, transferable, non‑exclusive, worldwide
license to copy, distribute, modify, make derivative works of,
publicly display, publicly perform, make, use, sell, translate and
disclose to third parties any User Contributions that you post for any
purpose. We are under no obligation to post or use any User
Contributions, and reserve the right to edit or remove User
Contributions that violate these Terms of Use in our sole discretion.
To the extent you have purchased support rights under your
Subscription Agreement, do not use Community Services for the
escalation of support issues. Contact ServiceNow Support as provided
in your Subscription Agreement.
You are solely responsible for any User Contribution that you post,
including its legality, reliability, accuracy and appropriateness.
ServiceNow is not responsible for (and has no liability with respect
to) any User Contribution. You represent and warrant that you own or
control all rights in and to the User Contributions that you post and
have the right to grant ServiceNow and its affiliates the license
granted above. You represent and warrant that all of your User
Contributions do and will comply with these Terms of Use, and you
agree to defend, indemnify and hold ServiceNow and its affiliates and
licensors harmless for any breach of that representation and warranty.
Opinions expressed in User Contributions are those of the party
posting the User Contribution and do not necessarily reflect the
opinion of ServiceNow.
Code of Conduct
You agree to comply with the following code of conduct in your use
of the Website:
- Be polite and courteous. Respect and treat others as you would
expect to be treated yourself.
- Respect your audience. Posts
should not upset, annoy, threaten, harass, abuse or embarrass other
members.
- User Contributions may not include material that is
defamatory, obscene, indecent, abusive, offensive, harassing,
violent, hateful, inflammatory or otherwise objectionable.
- Lively and collegial discussions are always encouraged in a
healthy community. It is okay to argue facts but not okay to argue
personalities or personal beliefs.
- Do not use text formats
such as all caps or bold that may be read as annoying, rude or send
a strong message.
- Avoid using abbreviations or terminology
that others may not understand. An abbreviation may mean something
to you but in another context or country, it may have another
meaning.
- Be accountable for your actions by correcting your
mistakes and indicating where you have changed a previous post of
yours.
Prohibited Uses
You agree not to access or use the Website in any manner:
- That violates any applicable federal, state, local or
international law or regulation, or advocates, promotes or assists
in any unlawful act, constitutes an illegal threat or violates
export control laws.
- That violates the rights of any person
or entity that may give rise to civil or criminal liability under
applicable laws or regulations applicable to you, another user,
and/or ServiceNow, including violation of privacy or publicity
rights, infringement of any copyright, patent, trademark, trade
secret or other intellectual property right, or conflicts with these
Terms of Use or the Privacy Policy.
- To transmit or
introduce offensive materials, including those involving profanity,
violence, sexual conduct, pornography or discrimination based on
race, sex, religion, nationality, disability, sexual orientation or
age.
- To monitor or attempt to gain unauthorized access to:
(a) an account or computer not belonging to you; (b) any data,
information or communications on any network or system not owned by
you, without authorization; (c) any system or network user accounts
or passwords of other users, without authorization; or (d) e‑mail
addresses, screen names or other identifiers without the consent of
the person identified (including, without limitation, phishing,
password robbery, spidering and harvesting).
- That is false,
deceptive, misleading or fraudulent, including but not limited to:
(a) any attempt to impersonate any person or entity, including any
other user, ServiceNow or a ServiceNow employee; (b) to misrepresent
your identity or affiliation with any person or organization; and
(c) any attempt to give the impression that you are posting
materials from any person or entity other than yourself if that is
not the case, including but not limited to altering your IP source
address.
- To use, transmit or introduce: (a) information
protected under the privacy or security regulations issued pursuant
to the Health Insurance Portability and Accountability Act of 1996
(HIPAA) or subject to the Health Information Technology for Economic
and Clinical Health (HITECH) Act; or (b) non‑public sensitive or
personally identifiable information including but not limited to
drivers license numbers, passport numbers, social security numbers,
tax identification numbers, voter registration numbers or similar
identifying numbers, health information, or financial information
including bank, checking, credit card, debit card, or other account
numbers.
- For the purposes of recruiting, advertising,
solicitation or commercial activities of any kind without the
express written consent of ServiceNow, including, but not limited
to: (a) promotions, contests, sweepstakes, barter, advertising or
pyramid schemes; and (b) the transmission of, or procurement of
sending, any advertising or promotional material, including any
"junk mail", "chain letter" or "spam"
or any other similar solicitation.
- To monitor or copy
materials on the Website for any unauthorized purpose or access the
Website via any automatic device, process or means of access such as
a robot or spider.
- That may have a detrimental effect on
the Website’s function, user interaction or security, including but
not limited to: (a) gaining unauthorized access to, or attempting to
compromise the security of, any network, system, computing facility,
equipment, data or information; (b) attempting to intercept,
redirect or otherwise interfere with communications intended for
others; (c) disabling, damaging, overburdening or impairing the
Website or any server, computer or database connected to or accessed
by the Website; (d) modifying, blocking or otherwise interfering
with the display of the Website; (e) interfering with another user’s
ability to access, use and enjoy the Website; (f) accessing another
user’s registration information or user account without that user’s
express written permission; (g) transmitting or introducing any
malicious or technologically harmful element to the Website such as
a spyware program, virus, Trojan horse, worm or logic bomb;
(h) performing, without ServiceNow’s express prior written
authorization, scalability testing, load testing, probing, scanning,
penetration or vulnerability testing of the Website, including
without limitation the Community Services; and (i) engaging in any
activities that results in any server being the target of a denial
of service attack.
Notification of Violation.
If you become aware of any violation of these Terms of Use by any
person, including other users or third parties, you must immediately
notify ServiceNow via e‑mail to info@servicenow.com.
ServiceNow Disclaimer.
We may, but are under no obligation to, monitor or censor comments
made by users or content provided by contributors and we are not
responsible for the accuracy, completeness, appropriateness or
legality of anything posted, depicted or otherwise provided by
third‑party users and we disclaim any and all liability relating thereto.
3. Non-Production Instances
ServiceNow may provide you with temporary access to a non‑production
instance of the ServiceNow Products upon your request to the Website
(each a “Non‑Production Instance”). Unless subject to a
separate click‑accept agreement at the time of registration, access to
and use of any and all Non‑Production Instances shall be governed by
these Terms of Use, including without limitation the intellectual
property and limitation of liability sections herein. If a
click‑accept agreement is made available to you at the time of
registration for access to ServiceNow services or products, then in
the event of any conflict between that agreement and these Terms of
Use, that agreement shall supersede these Terms of Use to the extent
of the conflict.
Subject to compliance with these Terms of Use, ServiceNow authorizes
you to access and use the Non‑Production Instance solely for your own
internal use to evaluate the ServiceNow Products. ServiceNow may
update, upgrade, add or remove plugins and functionality, and
otherwise modify the Non‑Production Instance in its sole discretion
without notice to you. Access to ServiceNow technical support
resources is not provided with a Non‑Production Instance.
You may not use the Non‑Production Instance with production data or
to provide services to others, including services of implementation,
customization or configuration of the Subscription Service. You may
not transfer, sublicense, distribute or otherwise provide third
parties access to any applications, integrations or other material
that you develop using the Non‑Production Instance. If you need to
access the Subscription Service on a production basis or to provide
services or develop Apps for others, please contact ServiceNow to
discuss commercial offerings.
THE NON‑PRODUCTION INSTANCE AND OTHER SERVICENOW CORE TECHNOLOGY (AS
DEFINED BELOW) ARE PROVIDED TO YOU UNDER THIS AGREEMENT AT YOUR OWN
RISK AND “AS‑IS” WITHOUT WARRANTY OF ANY KIND. You shall input only
non‑sensitive, non‑production data into the Non‑Production Instance.
ServiceNow shall have no obligation or liability for or with respect
to an Non‑Production Instance, including without limitation: warranty,
support, reliability, backup, performance or service level, refund,
service credits, loss of use or loss of data.
You shall treat your login credentials to, and the contents of (with
the exception of data inserted by you), the Non‑Production Instance as
confidential information and shall not disclose it to any third party.
You agree to provide any required disclosures to and obtain any
required consents for the transfer of your data to ServiceNow in
connection with your use of the Non‑Production Instance. ServiceNow
shall not be responsible for compliance with any laws applicable to
you and your industry that are not generally applicable to information
technology service providers. You agree that ServiceNow may collect,
use and disclose quantitative data derived from the use of the
Non‑Production Instance for industry analysis, benchmarking,
analytics, marketing, and other business purposes. All data
collected, used, and disclosed regarding your use of a Non‑Production
Instance will be in aggregate form only and will not identify you.
4. Store and Share
The ServiceNow Store available at https://store.servicenow.com, the ServiceNow
Publisher Portal available at https://tpp.servicenow.com, and their related and
successor websites (collectively, “Store”), and the ServiceNow
Share site available at https://share.servicenow.com and its related and
successor websites (“Share”), permit registered users,
ServiceNow partners and ServiceNow to review and access Apps developed
by the user and partner community. As used herein, “App” shall
mean a Contribution, posted by a user, a ServiceNow Technology Partner
or ServiceNow, that is an application, integration, configuration,
extension, update set or other material developed using, or for use in
connection with, the ServiceNow Products or other ServiceNow Core
Technology. Apps may be downloaded for use on the recipient’s
instance or hosted by ServiceNow, and may include artifacts such as
code and documentation.
You may not post Apps to the Store site unless you have entered into
ServiceNow’s Technology Partner Program pursuant to a separate written
agreement. Such separate agreement shall control over these Terms of
Use with respect to your use of the Store to the extent that these
Terms of Use are in conflict with the separate agreement.
Several types of Apps may be posted to Store and Share:
“Shared App” means any App
provided free of charge on the Share site. Shared Apps may be
downloaded or hosted by ServiceNow in connection with the recipient’s
ServiceNow Products. You may not offer paid Apps for subscription or
sale on the Share site.
“Conditional Shared App” means
any Shared App for which a user must agree to additional or different
terms and conditions (“App Conditions”) as a condition to
download or access the App.
“Store App” means an App posted
to the Store site that is available for a fee or free of charge, and
subject to App Conditions.
A “ServiceNow App” shall mean an App posted by any employee,
agent or contractor acting on behalf of ServiceNow, and may be a
ServiceNow Shared App, ServiceNow Conditional Shared App or ServiceNow
Store App.
All Shared Apps and Conditional Shared Apps posted to Share, and
Store Apps posted to Store, are subject to the terms of Section 5
(Posting Apps).
Purchases of Store Apps
Payments and Subscription Term. On the Store site, you may
place a non‑cancellable and non‑refundable (except as expressly set
forth herein) order to purchase access to a Store App by clicking the
“purchase” button associated with that App on Store. Prices stated on
Store, including discounts, are final. Except as expressly set forth
in the description of a particular Store App, fees for Store Apps are
invoiced at the time you place your order. Each Store App is purchased
for a term of twelve (12) months, provided that you have a valid paid
subscription to the ServiceNow Product(s) required to use the Store
App throughout that period. In the event that your subscription to
any ServiceNow Product required to use the Store App expires, you may
not use the Store App until such use rights are reinstated. Your
payment obligation provided in this section shall survive expiration
or termination of your rights to use any ServiceNow Product required
to use the Store App. Purchase of a Store App is a continuous and
non‑divisible commitment for the full duration of its subscription
term regardless of the invoice schedule. You may cancel your
subscription upon expiration of any Store App subscription term.
ServiceNow will provide advance notice of each renewal date to the
contact information provided by you. Unless you cancel your
subscription, Store Apps will automatically renew upon the expiration
of each subscription term.
Payments by Credit Card. For purchases by credit card, payment
and invoice shall be due upon purchase of the Store App. The credit
card you provide for billing purposes will be billed on a monthly
basis during the subscription term of the Store App and on any
subsequent automatic renewal subscription terms.
Purchases by Invoice. For purchases by invoice, all payments
shall be due net thirty (30) days from the date of ServiceNow’s
invoice, and payments shall be invoiced and made in the currency
provided in the invoice. You may issue a purchase order consistent
with these Terms of Use, but a purchase order is not required. If you
issue a purchase order, then it shall be for the full amount of the
purchase as provided on Store, and any additional or conflicting terms
appearing in a purchase order shall not amend this Agreement.
Late Payments. Late payments shall accrue interest at a rate of
one and one‑half percent (1.5%) per month or the legal maximum
interest rate, whichever is lower. If you are delinquent in payment of
amounts owed hereunder, ServiceNow may give notice to you of such
delinquency, following which you shall cure the delinquency within
thirty (30) days from the date of ServiceNow’s written notice. If you
fail to cure the delinquency or regain compliance in accordance with
the paragraph below, ServiceNow may suspend your access to the Store
App in addition to other rights and remedies available.
Overuse. ServiceNow may remotely review your use of the Store
App for comparison with your rights of use, and upon ServiceNow’s
written request you shall provide any reasonable assistance to verify
your compliance with these Terms of Use. If ServiceNow determines that
you have exceeded your permitted use of the Store App then ServiceNow
will notify you and within thirty (30) days thereafter you shall
either: (a) disable any unpermitted use or (b) purchase additional
subscriptions commensurate with your actual use.
Taxes. All prices on Store are stated exclusive of all taxes,
duties, levies, imposts, fines or similar governmental assessments
including sales and use taxes, value‑added taxes (“VAT”), goods
and services taxes (“GST”), excise, business, service, and
similar transactional taxes imposed by any jurisdiction and the
interest and penalties thereon (collectively, “Taxes”). You
shall be responsible for and bear Taxes associated with your purchase
of, payment for, access to or use of any Store App accessible to you.
Taxes shall not be deducted from the payments to us, except as
required by law, in which case you shall increase the amount payable
as necessary so that after making all required deductions and
withholdings, we receive and retain (free from any Tax liability) an
amount equal to the amount it would have received had no such
deductions or withholdings been made. Each party is responsible for
and shall bear taxes imposed on its net income. If you are or
represent a tax‑exempt entity or claim exemption from any Taxes under
these Terms of Use, you shall provide a tax exemption number and a
certificate to us prior to your purchase and, after receipt of valid
evidence of exemption, ServiceNow shall not charge you any Taxes from
which you are exempt. If we are required to invoice or collect Taxes
associated with your purchase of, payment for, access to or use of the
Store App, we will issue an invoice to you including the amount of
those Taxes, itemized where required by law. You shall provide to us
your VAT or GST identification number(s) for (i) the country where you
have established your business and/or (ii) any other country where you
have a fixed establishment. You shall use the ordered Store App for
your business use in the foregoing location(s) in accordance with the
provided VAT or GST identification number(s). The parties’ obligations
under this Section shall survive the termination or expiration of
these Terms of Use.
App Rights and Restrictions
The following terms shall apply to your use of Apps from Store and
Share, in addition to other limitations and disclaimers provided herein:
Minimum Requirements. You must procure separate permission from
us to use the ServiceNow Products, including: (a) any specific
ServiceNow Product that may be required to run an App, including,
without limitation, any ServiceNow Product required to use custom
applications that run on the ServiceNow Platform; and (b) any
ServiceNow Product with which the App is intended to be used. If you
have no Subscription Agreement with us, then you may not use Apps.
Rights to Apps subject to App Conditions. The user posting an
App subject to App Conditions, and not ServiceNow, has sole
responsibility for the terms and obligations of the App Conditions.
Your access, use or download of a Conditional Shared App or Store App
is subject to the App Conditions presented to you prior to your
access, provided that to the extent that the App Conditions conflict
with these Terms of Use, these Terms of Use shall control to the
extent of such conflict. Notwithstanding any contrary term or
condition in any App Conditions, you may not transfer, sublicense,
distribute or otherwise provide third parties access to any App that
you acquire through Store or Share. ServiceNow has no responsibility
for the contents of any App Conditions.
Rights to ServiceNow Apps. You shall have, with respect to any
purchased ServiceNow Store App, the rights and obligations applicable
to “Subscription Service” under your current Subscription Agreement,
subject to the disclaimers set forth in these Terms of Service. You
shall have, with respect to any downloaded ServiceNow Shared App, a
non‑exclusive, non‑transferable, perpetual right to copy, use, and
make derivative works of the ServiceNow Shared App solely to evaluate,
customize, configure or use the ServiceNow Shared App in conjunction
with ServiceNow Products that you are otherwise permitted to use under
a separate Subscription Agreement. Notwithstanding the foregoing, in
the event that a ServiceNow Store App or ServiceNow Shared App is
subject to App Conditions, such App Conditions shall apply to your use
of the App. In the event of any conflict between App Conditions
applicable to a ServiceNow App and these Terms of Use, the App
Conditions shall govern to the extent of such conflict with respect to
your use of the corresponding ServiceNow App.
Restrictions on Use of Store and Share Contributions.
Notwithstanding any contrary term or condition in any App Conditions,
you may not: (a) transfer, sublicense, distribute or otherwise provide
a third‑party access an App; (b) use an App to develop a product that
is operable apart from the ServiceNow platform; (c) use APIs other
than the ServiceNow APIs provided on the ServiceNow website to
communicate with the ServiceNow Products, or circumvent such APIs or
otherwise use APIs that diminish ServiceNow’s ability to isolate
errors when providing customer support; or (d) use an App other than
in connection with a ServiceNow Product that you are permitted to use
under a separate Subscription Agreement.
Certification. Certain Apps may be advertised
as Certified, meaning that the App successfully passed a number
of compatibility tests designated by us. The identification of an App
as Certified shall not be construed as making any
representation, warranty, guarantee or promise apart from those set
forth in these Terms of Use, nor that a contributor’s provision of, or
your use of, an App is permitted by third parties or any applicable
laws and regulations.
Testing. The user posting an App, and not ServiceNow (with the
exception of ServiceNow Apps), is the provider and grantor of access
rights and has sole responsibility for the content of the
corresponding App. All Apps must be thoroughly tested by the user in a
testing environment before use in a production environment. You agree
not to rely on any statements, claims, comments or other discussion on
or through the Website by any person with respect to Apps. Except as
otherwise offered in any App Conditions pertaining to an App, you are
solely responsible for independently testing and validating any App
before deploying it in a production environment. Accordingly, you
shall not assert any claim for breach of warranty or contract or
misrepresentation against any third‑party user based on the
performance of an App.
Disclaimer of Support, Indemnification and Security. Your use
of an App, or incorporation of an App (even a ServiceNow App) into any
ServiceNow Product constitutes a modification or customization of that
ServiceNow Product by you for purposes of any Subscription Agreement
or other agreement between you and ServiceNow relating to the
ServiceNow Product, and such customization or modification (or
malfunction or loss of function caused thereby) shall not be subject
to any warranty under a Subscription Agreement. You are not entitled
to support, service credits, refunds, service level agreement or other
service entitlements under any Subscription Agreement or other
agreement of any kind with respect to your use of any App except as
expressly granted by us in any App Conditions. Indemnification or
security obligations imposed on us in a Subscription Agreement shall
not apply to Apps that you implement or use in connection with a
ServiceNow Product.
Except as otherwise provided in any App
Conditions, the App contributor does not provide support, whether that
contributor is us or a third‑party user of the Website. To create an
environment in which users are encouraged to contribute materials for
discussion and testing by other users, refrain from making demands for
support to the originator of the content.
Disclaimer of Contributor Liability. You must review and
thoroughly test in a non‑production environment any App prior to its
use in any production instance of the ServiceNow Products. You agree
that you bear all risks associated with using any App. EXCEPT FOR
LIABILITY TO SERVICENOW OR AS EXPRESSLY PROVIDED OTHERWISE IN ANY
APPLICABLE APP CONDITIONS, IN NO EVENT SHALL ANY CONTRIBUTOR OR
SERVICENOW HAVE ANY LIABILITY OR RESPONSIBILITY HEREUNDER TO YOU OR
ANY OTHER PERSON FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF
AN APP, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COVER, OR DAMAGES
BASED ON LOST PROFITS, DATA, OR USE, HOWEVER CAUSED AND WHETHER IN
CONTRACT, IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR
NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
REGARDLESS OF WHETHER SERVICENOW OR THE THIRD‑PARTY ORIGINATOR OF THE
APP REVIEWED, MODERATED, COMMENTED ON OR PROMOTED SUCH APP.
No Warranty to User. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN
ANY APPLICABLE APP CONDITIONS, APPS ARE PROVIDED TO YOU “AS‑IS” AND
“AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH USER OF THE WEBSITE MAKES NO
REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS, STATUTORY OR IMPLIED TO
YOU OR ANY OTHER PERSONS TO THE RELIABILITY, USEFULNESS, COMPLETENESS,
TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY OR ACCURACY OF THE APP.
NO USER WARRANTS THAT ALL OR ANY PORTION OF THE APP IS ERROR FREE OR
WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, AND
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH USER SPECIFICALLY
DISCLAIMS ALL STATUTORY OR OTHER W ARRANTIES INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE
OF DEALING OR COURSE OF PERFORMANCE.
ADDITIONAL DISCLAIMERS OF WARRANTY AND
LIABILITY BY SERVICENOW ARE PROVIDED BELOW IN THESE TERMS OF USE WITH
RESPECT TO APPS.
5. Posting Apps
The terms of this Section 5 apply to any App that you post to the
Website, including Store and Share, or otherwise make available to a
third party.
Grant of rights to Shared Apps. By posting a Shared App in the
form of an update set, you hereby grant to each user of Share a
non‑exclusive, non‑transferable, perpetual license (to the extent of
your rights in the Shared App) to copy, use, and make derivative works
of the Shared App solely to evaluate, customize, configure or use the
App in conjunction with ServiceNow Products that such user is
otherwise permitted to use under a separate Subscription Agreement.
Negative Impacts and Removal. ServiceNow reserves the right to
remove any posted App or terminate access to an App (including a Store
App) that, in ServiceNow’s sole discretion: (a) deteriorates
ServiceNow’s ability to meet its service level agreement; (b) is
relevant to an obsolete version, in ServiceNow’s discretion; (c)
interferes with ServiceNow’s ability to provide its commercially
available products and services in accordance with ServiceNow’s
standard support and service availability terms without a promptly
accessible cure deemed acceptable by ServiceNow; (d) is subject to the
contributor’s request for removal; (e) was contributed by a user that
is not in compliance with these Terms of Use or other agreement; or
(f) violates these Terms of Use.
Separate Agreement Required. You may not grant or purport to
grant (and nothing in these Terms of Use shall be construed as
granting or authorizing you to grant) any license or other right under
or to any copyright or other intellectual property right of ServiceNow
or any other party whose software, data, proprietary information,
patentable invention or other subject matter is included in or
required to use your App (regardless of whether ServiceNow or such
other person licensed, permitted, encouraged or otherwise authorized
you to include or use such subject matter). You shall not assert any
patent right against ServiceNow or any third‑party user based on an
alleged infringement that is caused in whole or part by their
authorized use of any App that you created or posted to the Store.
Third‑Party Materials. You represent and warrant that you own
or otherwise rightfully possess all intellectual property and other
rights necessary to allow you to grant access to or license (as
applicable) to any App that you post to the Store.
Service Interference. If your App interferes with our ability
to provide our commercially available products and services to our
customers in accordance with the support and service availability
terms in the Subscription Service Guide posted at
www.servicenow.com/schedules.do without a promptly accessible cure
deemed acceptable by us, we may immediately discontinue your ability
to make the App available to ServiceNow Customers in our sole discretion.
Compatibility. Any App that you create must be compatible with
applicable ServiceNow Products and must not: (a) permit a user to pose
as another user or multiple users to act as a single user; (b)
include, send, store, or run software viruses, worms, Trojan horses,
or other harmful computer code, files, scripts, agents, or programs;
(c) access, copy, destroy or transmit data regarding any user or
device in excess of what is described in the accompanying
documentation; (d) create a denial of service; (e) violate any law or
regulation of the United States, any state thereof, or other
government authority; or (f) disable, exploit, hack, or otherwise
interfere with any security, encryption, digital signing, digital
rights management, verification, or authentication mechanisms
implemented in or by the ServiceNow Products.
Obligations Under Third‑Party Agreements. If you have
obligations to any third party (for example, under the terms and
conditions of a social networking service that you choose to link to
or access via your App), you and not us are responsible for your
compliance with those requirements.
Warranty to ServiceNow. You represent, warrant and agree that:
(a) your App will not violate or infringe upon the intellectual
property rights or other rights of any person or entity, contain any
illegal or defamatory material, or violate any laws; (b) with respect
to any content contained in or provided through your App and the use
of your ServiceNow Products, you have and will continue to be solely
responsible for (i) securing, reporting, and maintaining all necessary
rights, clearances, and consents related thereto; and (ii) paying all
licensing fees, royalties, or respective shares, if any, of any monies
payable hereunder to any co‑owners, co‑administrators, or licensors
thereof; (c) your App conforms with the requirements of this Section
4; (d) you have complied with all of your obligations with respect to
any third‑party software in your App, including, but not limited to,
any notice and source code availability obligations that may be
required by any applicable free or open source software
(“FOSS”) used by you; (e) the licensing terms for any FOSS
included with your App will not purport to require ServiceNow or any
ServiceNow customer to disclose or make available any of the keys,
authorization codes, methods, procedures, data, or other information
related to the digital signing or digital rights management mechanisms
utilized as part of the ServiceNow Products, Development Tools, Store,
Share or any third‑party products distributed through the ServiceNow
Products; and (f) you shall not make any promise, warranty or
representation on behalf of ServiceNow with respect to Apps that you post.
Data Collection. You and your Apps may not collect user or
device data without prior user consent, and then only to provide a
service or function that is directly relevant to the use of your App.
You may not use analytics software in your App to collect and send
device data to you or a third party. You must provide clear and
complete information to your customer regarding your collection, use
and disclosure of user or device data in advance of and during, that
customer’s use. Furthermore, you must take appropriate steps to
protect such data from unauthorized use, disclosure, or access by
third parties. If a user ceases to consent or affirmatively revokes
consent for your collection, use, or disclosure of his or her user or
device data, you must promptly cease all such use. You may not
disclose ServiceNow customer data to any third party or use such data
for any purpose other than to provide to provide the customer with the
functionality of your App. You shall maintain and use all ServiceNow
customer data in accordance with privacy and security reasonably
adequate to preserve its confidentiality and security and all
applicable data privacy and data security laws and regulations.
Privacy Policy. You agree that any Personal Information that
you collect from a third party in relation to your App will be
collected, processed, transmitted, maintained, and used in compliance
with: (a) your agreement with such user; (b) all applicable laws; and
(c) a privacy policy that you conspicuously make available to such
user that governs your collection of Personal Information from such
user (your “Privacy Policy”). You shall comply with the terms
and conditions of your Privacy Policy and employ reasonable measures
to ensure that unauthorized third parties are unable to access such
Personal Information or other end user data. You are solely
responsible for your interactions (including any disputes) with each
user of your App. Neither you nor your App may perform any functions
or link to any content, services, information, or data, or use any
robot, spider, site search, or other retrieval application or device
to scrape, mine, retrieve, cache, analyze, or index any software, user
data, Personal Information, or other information related to operation
or use of the ServiceNow Products, except to the limited extent
necessary to provide your App and your related services to end users
(or to demonstrate ServiceNow Products to prospective users with their
permission) and in accordance with your Privacy Policy. “Personal
Information” means any and all information pertaining to a
specific person, including, but not limited to, a person’s name,
e‑mail address, mailing address, telephone number, credit card number,
or persistent identifier (such as an identification number held in a
cookie) which is associated with a person’s individually identifiable
information. Personal Information also includes information that can,
together with the other information collected or to be collected,
identify a specific individual, even if such information cannot, by
itself, identify a specific individual.
Security Review. We, or a third party selected by us, may
conduct a security review of any App, including without limitation,
information requests to the contributor, interviews, security testing,
network testing, and vulnerability threat assessment. You agree to
reasonably cooperate with such testing, and further you agree that
ServiceNow, its agents or contractors conducting the testing shall
bear no responsibility for any adverse effects on the operation of
your App or business. Any nonpublic information obtained by us during
any security test shall be treated as your confidential information.
Regulatory Compliance. You represent, warrant and agree that
you will comply with any applicable regulatory requirements, including
full compliance with all applicable laws, regulations, and policies
related to the development, marketing, sale, and distribution of your
App, and the laws, regulations and policies of any other applicable
regulatory bodies in any countries or territories where you use, sell,
distribute or otherwise make your App available. However, you agree
that you will not seek any regulatory marketing permission or make any
determinations that may result in the ServiceNow Product being deemed
regulated or that may impose any obligations or limitations on us.
Upon our request, you agree to promptly provide any such clearance
documentation to support the marketing of your App.
Indemnity. In addition to your indemnification obligation to
ServiceNow provided below, you agree to indemnify and hold each other
user and its officers, agents, employees, subsidiaries and affiliates
harmless from any claims, demands, liabilities, losses, damages, costs
and expenses (including, without limitation, reasonable attorneys’
fees) arising from any claim made by any third party arising out of
the Apps posted by you, including but not limited to claims that such
App or its use violates any rights of a third party.
6. Intellectual Property
Website
The Website in its entirety including the, Website Content and is
owned by ServiceNow or our licensors and is protected by United States
and international laws regarding copyrights, patents, trademarks,
trade secrets and other intellectual property or proprietary rights.
You are permitted to use the Website only for legitimate business
purposes related to your role as a current or prospective customer,
developer, partner, supplier or distributor of ServiceNow. You shall
not copy, modify, create derivative works of, publicly display or
perform, republish, download or store, or transmit any Website Content
without ServiceNow’s express prior written consent or except as
expressly provided in these Terms of Use.
ServiceNow Core Technology
As between ServiceNow and you, all rights, title, and interest in
and to all intellectual property rights in the ServiceNow Core
Technology are owned exclusively by ServiceNow notwithstanding any
other provision in these Terms of Use. Except as otherwise expressly
provided in these Terms of Use, ServiceNow reserves all rights in the
ServiceNow Core Technology and does not grant you any rights, express
or implied or by estoppel. As used herein, “ServiceNow Core
Technology” means: (a) the Non‑Production Instance, Development
Tools, Documentation and ServiceNow technology and methodologies
(including, without limitation, products, software tools, hardware
designs, algorithms, templates, software (in source and object forms),
architecture, class libraries, objects and documentation) existing as
of the Effective Date; (b) updates, upgrades, improvements,
configurations, extensions, and derivative works of the foregoing,
however made, and related technical or end user documentation or
manuals; and (c) intellectual property anywhere in the world relating
to the foregoing.
User Technology
As between you and ServiceNow, you shall retain all rights, title,
and interest in and to its intellectual property rights in the
electronic data uploaded by you (excluding ServiceNow Core
Technology), and User Technology. You hereby grant to ServiceNow a
perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable,
transferable, non‑exclusive, worldwide license to copy, distribute,
modify, make derivative works of, publicly display, publicly perform,
make, use, sell, translate and disclose to third parties any User
Technology or data uploaded by you in the Non‑Production Instance
solely for the purpose of providing the Non‑Production Instance to
you. As used herein, “User Technology” means software,
methodologies, templates, business processes, documentation or other
material authored, invented or otherwise created or licensed (other
than by or from ServiceNow) by you using or for use with the
Non‑Production Instance, excluding the ServiceNow Core Technology.
ServiceNow Trademarks
ServiceNow, the ServiceNow logo, Now, and other ServiceNow marks are
trademarks and/or registered trademarks of ServiceNow, Inc., or its
affiliates or licensors, 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. Reference the ServiceNow
Trademark and Copyright Guidelines for more information
regarding ServiceNow trademarks.
Development Tools
Development Tools available for download are the copyrighted works
of ServiceNow and/or third‑party providers. Subject to these Terms of
Use, we grant you a limited, revocable, non‑transferable,
non‑exclusive and non‑sublicensable license to reproduce and use the
Development Tools for your own internal business use, solely to
evaluate ServiceNow Products. If there are license terms accompanying
any specific Development Tool, such accompanying license terms shall
control over these Terms of Use. ServiceNow has no obligation to
provide support services for, or updates to, the Development Tools.
If you use Development Tools to create software that communicates or
otherwise interoperates with the ServiceNow Products, you agree that
such software will exclusively use the ServiceNow APIs provided with
the Development Tools to communicate with the ServiceNow Products. You
agree that such software shall not circumvent these APIs or otherwise
use APIs that diminish ServiceNow’s ability to isolate errors when
providing customer support. Development Tools are proprietary
information of ServiceNow. You shall not distribute Development Tools
to any third party and will not use the Development Tools to develop
any software product that is operable apart from the ServiceNow platform.
Documentation
The Documentation available on the Website is the copyrighted work
of ServiceNow and/or third‑party providers. Subject to these Terms of
Use, we grant you a limited, revocable, non‑transferable,
non‑exclusive and non‑sublicensable license to make a reasonable
number of copies of the Documentation for your internal business use
in connection with your separately authorized use of ServiceNow
Products. No right to sublicense or distribute the Documentation is
granted herein.
User Contributions
No rights are granted to you with respect to User Contributions (not
including Apps, which are treated as described above) other than the
limited, personal, non‑exclusive license to reproduce User
Contributions as necessary to display the User Contributions on a
machine that you use to interact with the Website.
Third Party Content
Third‑party materials and free and open source software (not
including Apps) (“FOSS”) provided by us to you may be
accompanied by licensing terms, in which case such licensing terms
shall govern your use of that third‑party software or FOSS. Mention of
third parties and third‑party products in any materials, advertising,
promotions or coupons provided to you is for informational purposes
only and constitutes neither an endorsement nor a recommendation. All
third‑party product specifications and descriptions are supplied by
the respective vendor or supplier, and ServiceNow shall have no
responsibility with regard to the selection, performance or use of
such vendors or products. To the extent you access or use such
software, all understandings, agreements or warranties, if any, shall
be directly between the vendor and you.
Restrictions
No right, title or interest in or to the Website including Website
Content and Contributions or ServiceNow Core Technology, is
transferred to you.
There are no implied licenses under these Terms of Use. ServiceNow
reserves all rights not expressly granted to you herein. Any use of
the Website not expressly permitted by these Terms of Use is a breach
of these Terms of Use and may violate copyright, trademark and other laws.
ServiceNow Core Technology is licensed and not sold even if for
convenience ServiceNow makes reference to words such as sale or purchase.
You shall not (and shall not permit others to) do any do any of the
following with respect to the Website or ServiceNow Core Technology:
(a) license, sublicense, sell, resell, rent, lease, transfer,
distribute or time share it or otherwise make any of it available for
access by third parties, including any derivative works of ServiceNow
Core Technology irrespective of which party authors such derivative
works; (b) use it on a production basis or with production data or
use it to provide services to others including services of
implementation, customization or configuration of the Subscription
Service; (c) disassemble, decompile or reverse engineer it,
particularly for the purpose of developing any product or services
competitive with the Subscription Service generally; (d) subject to
the preceding clause, use or access it for the purpose of developing
products or service competitive with the platform component of the
Subscription Service (competitive applications, however, are
permitted); (e) copy, create derivative works of, or otherwise modify
it, except as expressly permitted hereunder; (f) disrupt its security,
integrity or operation; (g) remove or modify a copyright or other
proprietary rights notice in it; (h) use it to reproduce, distribute,
display, store, transmit or use material or content protected by
copyright or other intellectual property right (including the rights
of publicity or privacy) without first obtaining the permission of the
owner; (i) use it to damage the property of another; (j) use it in any
manner which violates any applicable law or regulation; (k) use it in
a manner that temporarily or permanently alters, erases, removes,
copies, modifies, halts or disables any ServiceNow or third‑party
data, software or network (not including modifications to the
Configurable Elements or any data uploaded into the Subscription
Service by Participant) without authorization; (l) use it to create,
use, send, store or run viruses or other harmful computer code; (m)
use it in any manner that disables, hacks or interferes with any
security, digital signing, digital rights management, verification or
authentication mechanisms; or (n) use it in any manner that, in
ServiceNow’s reasonable judgment, circumvents the ordinary use or
operation of the Subscription Service or APIs, disrupts ServiceNow’s
pricing structure or ability to provide services or support to
Customers, or allows any party to access ServiceNow Technology in
excess of such party’s authorized or normally intended use.
Before Participant exercises any of the foregoing actions that
Participant believes it is entitled to based on mandatory law,
Participant shall provide ServiceNow with thirty (30) days prior
written notice at legalnotices@servicenow.com, or, if applicable law
or the relevant court order does not allow for thirty (30) days’
notice, the maximum amount of notice allowable, and provide all
reasonably requested information to allow ServiceNow to assess
Participant’s claim and, at ServiceNow’s sole discretion, to provide
alternatives that reduce any adverse impact on ServiceNow’s
intellectual property or other rights.
Please contact ServiceNow if you need to make use of ServiceNow Core
Technology that is not permitted under these Terms of Use. Partner
programs and commercial end user agreements may be available to meet
your needs.
If you enter into a separate agreement with ServiceNow that provides
additional or different license terms with respect to ServiceNow Core
Technology, including a Master Ordering Agreement, Master Subscription
Services Agreement, Developer Agreement, or Technology Partner
Agreement, then the terms of that separate agreement shall control
over these Terms of Use with respect to such ServiceNow Core Technology.
7. Linking
Linking to the Website
You may link to our homepage, provided you do so in a way that is
fair and legal and does not damage our reputation or take advantage of
it, but you must not establish a link in such a way as to suggest any
form of association, approval or endorsement on our part where none
exists. You are prohibited from linking to any other page of the
Website without our express written permission. We reserve the right
to withdraw linking permission without notice. The Website must not be
framed on any other site, nor may you create a link to any part of the
Website other than the homepage. You must not establish a link from
any website that is not owned by you. You agree to cooperate with us
in stopping any unauthorized framing or linking.
Links from the Website
If the Website contains links to other sites and resources provided
by third parties, these links are provided for your convenience only.
This includes links from advertisers, including banner advertisements.
We have no control over the contents of those sites or resources, and
accept no responsibility for them or for any loss or damage that may
arise from your use of them. If you decide to access any of the
third‑party websites linked to this Website, you do so entirely at
your own risk and subject to the applicable terms and conditions of
use for such websites.
8. Monitoring, Enforcement and Feedback
ServiceNow has the right but not the obligation to:
- Remove or refuse to post any User Contribution (including any
App), and/or terminate your access to all or part of the Website for
any reason or no reason, in our sole discretion, including without
limitation any violation of these Terms of Use or the Privacy
Policy.
- Disclose your identity to any third party who claims
that material posted by you violates their rights, including their
intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation,
referral to law enforcement, for any illegal or unauthorized use of
the Website.
Without limiting the foregoing, ServiceNow has the right to fully
cooperate with any law enforcement authorities or court order
requesting or directing us to disclose the identity of anyone posting
any materials on or through the Website. YOU WAIVE AND HOLD SERVICENOW
HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SERVICENOW
DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN
AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SERVICENOW OR LAW
ENFORCEMENT AUTHORITIES.
ServiceNow can neither review all material before it is posted on
the Website nor ensure prompt removal of objectionable material after
it has been posted and assumes no liability for any action or inaction
regarding transmissions, communications or content provided by any
user or third parties. We have no liability or responsibility to
anyone for performance or nonperformance of the activities described
in this paragraph.
Feedback & Suggestions
ServiceNow shall have a perpetual, irrevocable, royalty‑free,
fully‑paid, sublicensable, transferable, non‑exclusive, worldwide
license to make, use, sell, offer for sale, import or otherwise use or
commercially exploit for any purpose, any feedback, comments,
suggestions, communications, and requests for improvements or
enhancements relating to the Website and the ServiceNow Products.
9. Legal Considerations
Confidentiality
You agree that the configuration and information contained in a
Non‑Production Instance, Apps and any information provided to you in
connection with a ServiceNow event will be considered and referred to
as “ServiceNow Confidential Information”). Notwithstanding the
foregoing, ServiceNow Confidential Information shall not include:
(a) information that is generally and legitimately available to the
public through no fault or breach of yours; (b) information that is
generally made available to the public by us; (c) information that is
independently developed by you without the use of any ServiceNow
Confidential Information; (d) information that was rightfully obtained
from a third party who had the right to transfer or disclose it to you
without limitation; or (e) any third‑party software and/or
documentation provided to you by us and accompanied by licensing terms
that do not impose confidentiality obligations on the use or
disclosure of such software and/or documentation.
Unless otherwise expressly agreed or permitted in writing by
ServiceNow, you agree not to disclose, publish, or disseminate any
ServiceNow Confidential Information to anyone. You agree not to use
ServiceNow Confidential Information in any way, including, without
limitation, for your own or any third party’s benefit without the
prior written approval of an authorized representative of ServiceNow
in each instance. You further agree to take reasonable precautions to
prevent any unauthorized use, disclosure, publication, or
dissemination of ServiceNow Confidential Information. You acknowledge
that unauthorized disclosure or use of ServiceNow Confidential
Information could cause irreparable harm and significant injury to
ServiceNow that may be difficult to ascertain. Accordingly, you agree
that we will have the right to seek immediate injunctive relief to
enforce your obligations under this Agreement in addition to any other
rights and remedies we may have. If you are required by law,
regulation or pursuant to the valid binding order of a court of
competent jurisdiction to disclose ServiceNow Confidential
Information, you may make such disclosure, but only if you have
notified us before making such disclosure and have used commercially
reasonable efforts to limit the disclosure and to seek confidential,
protective treatment of such information. A disclosure pursuant to the
previous sentence will not relieve you of your obligations to hold
such information as ServiceNow Confidential Information.
Paid Content
Certain parts of the Website may grant you access to certain
proprietary content (including, without limitation, training modules,
video presentations and audio recordings) that we may make available
to you from time to time for a separate fee (“Paid Content”).
Paid Content shall be considered ServiceNow Confidential Information,
unless otherwise agreed or permitted in writing by ServiceNow. You may
not share the Paid Content with anyone, including, without limitation,
employees and contractors working for the same entity as you. Subject
to these terms and conditions, we grant you a non‑exclusive,
non‑transferable, personal license to access and use the Paid Content
upon your purchase, provided that you may only download one (1) copy
of the Paid Content and such download must be completed within the
time period specified by us for such download. Except as expressly
permitted by us, you shall not modify, translate, reproduce,
distribute, or create derivative works of the Paid Content or any part
thereof. You shall not sell, sublicense, rent, lease, loan, assign or
otherwise transfer any rights in the Paid Content. We and/or our
licensor(s) retain ownership of the Paid Content itself and any copies
or portions thereof. The Paid Content is licensed, not sold, to you by
us for use only under this Agreement, and we reserve all rights not
expressly granted to you. Your rights under this license to use and
access the Paid Content will terminate automatically without notice
from ServiceNow if you fail to comply with any of these provisions.
Copyright Infringement
We will respond to notices of alleged copyright infringement that
comply with applicable law. If you believe any materials accessible on
or from the Website infringe your copyright, you may request removal
of those materials (or access thereto) from the Website by submitting
written notification (a “DCMA Notice”) to our copyright agent
(designated below) in accordance with the Online Copyright
Infringement Liability Limitation Act of the Digital Millennium
Copyright Act (17 U.S.C. § 512) (“DMCA”)
Our designated Copyright Agent to receive DMCA Notices is:
ServiceNow, Inc.
Attn: Legal
Department, Copyright Agent
2225 Lawson Lane, Santa Clara, CA
95054, USA
Copy to legalnotices@servicenow.com
If you fail to comply with all of the requirements of Section
512(c)(3) of the DMCA, your DMCA Notice may not be effective.
If you believe that material you posted on the site was removed or
access to it was disabled by mistake or misidentification, you may
file a counter‑notification with us by submitting written notification
to our copyright agent (identified above) pursuant to the DMCA.
It is the policy of ServiceNow to terminate the user accounts of infringers.
Regional Legal Considerations
The owner of the Website is based in the state of California in the
United States. The Website can be accessed from countries around the
world. Access to the Website may not be legal by certain persons or
in certain countries. If you access the Website from outside the
United States, you do so on your own initiative and are responsible
for compliance with local laws. Access to the Website from territories
where the Website or any of its services or products are illegal is
prohibited. You acknowledge that you remain responsible at all times
for your compliance with U.S. and all applicable export and related
statutes and regulations.
Disclaimer of Warranties
ServiceNow cannot and does not promise or warrant that any aspect of
the Website, including the Community Services, Documentation,
Development Tools, Store, Apps, or any other Website Content is free
of viruses or other destructive code. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your
particular requirements for anti‑virus protection and accuracy of data
input and output, and for maintaining a means external to our site for
any reconstruction of any lost data. SERVICENOW WILL NOT BE LIABLE
FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL‑OF‑SERVICE
ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY
INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY
MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
AS BETWEEN YOU AND SERVICENOW, YOUR USE OF THE WEBSITE AND
NON‑PRODUCTION INSTANCES, INCLUDING COMMUNITY SERVICES, USER
CONTRIBUTIONS, APPS, DEVELOPMENT TOOLS, DOCUMENTATION AND ANY OTHER
WEBSITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE
WEBSITE, IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING THE WEBSITE
CONTENT, NON‑PRODUCTION INSTANCES AND ANY SERVICES OR ITEMS OBTAINED
THROUGH THE WEBSITE, ARE PROVIDED TO YOU BY SERVICENOW ON AN "AS
IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SERVICENOW NOR ANY PERSON
ASSOCIATED WITH SERVICENOW MAKES ANY WARRANTY OR REPRESENTATION WITH
RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING
THE FOREGOING, NEITHER SERVICENOW NOR ANYONE ASSOCIATED WITH
SERVICENOW REPRESENTS OR WARRANTS THAT THE WEBSITE, INCLUDING THE
WEBSITE CONTENT OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE
WEBSITE, WILL BE ACCURATE, RELIABLE, ERROR‑FREE OR UNINTERRUPTED, THAT
DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE
WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL
OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SERVICENOW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE
WEBSITE, THE WEBSITE CONTENT, NON‑PRODUCTION INSTANCES OR ANY SERVICES
OR ITEMS OBTAIN THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY, NON‑INFRINGEMENT AND FITNESS FOR
PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOU MAY RECEIVE WARRANTIES
FROM THE CONTRIBUTOR OF AN APP PURSUANT TO THE APP CONDITIONS UNDER
WHICH SUCH APP IS PROVIDED TO YOU; HOWEVER, SERVICENOW SHALL HAVE NO
LIABILITY TO YOU WITH RESPECT TO SUCH WARRANTIES OR ANY OTHER TERM IN
THE APP CONDITIONS.
Limitation of Liability
EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED
UNDER APPLICABLE LAW, IN NO EVENT WILL SERVICENOW, ITS AFFILIATES AND
ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND
DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY,
ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,
THE WEBSITE, INCLUDING ANY COMMUNITY SERVICES, NON‑PRODUCTION
INSTANCE, USER CONTRIBUTIONS, APPS, WEBSITE CONTENT OR SERVICES OR
MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,
EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS
OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,
AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT
OR OTHERWISE, EVEN IF FORESEEABLE.
Indemnification
To the maximum extent permitted by applicable laws, you agree to
defend, indemnify and hold us, our affiliates and licensors and their
respective officers, directors, employees, contractors, agents,
licensors and suppliers harmless from and against any claims,
liabilities, damages, judgments, awards, losses, costs, expenses or
fees (including reasonable attorneys' fees and other costs of defense)
resulting from your violation of these Terms of Use or your use of the
Website, user data, Development Tools and Non‑Production Instances
(including anything that you develop using the Development Tools and
Non‑Production Instances), including, without limitation, any use of
the Website's content, unpaid tax liability, services and products
other than as expressly authorized in these Terms of Use or your use
of any information obtained from the Website. We will be entitled, at
our sole expense, to participate in the defense and settlement of the
claim or action with counsel of our choosing. You may not settle any
claims without our prior written consent (which will not be
unreasonably withheld). You shall have no obligation to indemnify
ServiceNow against a claim to the extent that a claim is based on the
alleged infringement of intellectual property rights by the ServiceNow
Products (independent of your App or other products or services of yours).
Export Restrictions
You may not access, download, use or export materials posted to the
Website in violation of U.S. export laws or regulations or in
violation of any other applicable export or import laws or
regulations. You agree to comply with all export laws and restrictions
and regulations of any United States or foreign agency or authority.
You acknowledge that the Non‑Production Instances, Apps,
Documentation and Development Tools are subject to the U.S. Export
Administration Regulations (the “EAR”) and you shall comply
with the EAR. Without limiting the foregoing, you represent and
warrant that: (a) you are not located in, and shall not use the
Documentation and Development Tools from, any country that is subject
to U.S. export restrictions (currently including, but not necessarily
limited to, Cuba, Iran, North Korea, Sudan and Syria); (b) you shall
not use the Documentation and Development Tools in the design,
development or production of nuclear, chemical or biological weapons,
or rocket systems, space launch vehicles, sounding rockets or unmanned
air vehicle systems; and (iii) you are not prohibited from
participating in U.S. export transactions by any federal agency of the
U.S. government. In addition, you are responsible for complying with
any local laws that may impact your right to import, export or use the
Documentation and Development Tools.
U.S. Government Rights
All ServiceNow software is commercial computer software and all
services are commercial items. “Commercial computer software”
has the meaning set forth in Federal Acquisition Regulation
(“FAR”) 2.101 for civilian agency purchases and the Department
of Defense (“DOD”) FAR Supplement (“DFARS”)
252.227‑7014(a)(1) for defense agency purchases. If the software is
licensed or the services are acquired by or on behalf of a civilian
agency, We provide the commercial computer software and/or commercial
computer software documentation and other technical data subject to
the terms of these Terms of Use as required in FAR 12.212 (Computer
Software) and FAR 12.211 (Technical Data) and their successors. If the
software is licensed or the services are acquired by or on behalf of
any agency within the DOD, we provide the commercial computer software
and/or commercial computer software documentation and other technical
data subject to the terms of these Terms of Use as specified in DFARS
227.7202‑3 and its successors. Only if this is a DOD prime contract or
DOD subcontract, the Government acquires additional rights in
technical data as set forth in DFARS 252.227‑7015. This U.S.
Government Rights clause is in lieu of, and supersedes, any other FAR,
DFARS or other clause or provision that addresses Government rights in
computer software or technical data.
Waiver and Severability
No waiver of these Terms of Use by us shall be deemed a further or
continuing waiver of such term or condition or any other term or
condition, and any failure of ours to assert a right or provision
under these Terms of Use shall not constitute a waiver of such right
or provision.
If any provision of these Terms of Use is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable for any
reason, such provision shall be eliminated or limited to the minimum
extent such that the remaining provisions of the Terms of Use will
continue in full force and effect.
Third Party Beneficiaries
There are no third‑party beneficiaries to these Terms of Use, except
that other users of the Website shall be third‑party beneficiaries of
provisions of Section 4 (Store and Share) herein in which you
promise not to assert claims for breach of warranty, breach of
contract, patent infringement, or misrepresentation against any
third‑party user based on the use or performance of a App.
Classification of Website and ServiceNow Products
In the event of a dispute, the categorization of any subject matter
as either the Website or a ServiceNow Product shall be made by
ServiceNow in its sole discretion, and ServiceNow may reclassify as a
ServiceNow Product subject matter previously included in the Website.
Termination
ServiceNow may terminate these Terms of Use at any time for any
reason by giving you written notice, and all licenses, permissions and
other rights granted to you hereunder shall immediately terminate
(including the license rights granted by third parties under Section 4
(Store and Share) herein to permit you to user their Apps).
Notwithstanding the termination of these Terms of Use for any reason,
Sections 6 (Intellectual Property) and 9 (Legal
Considerations) herein shall survive.
Governing Law and Jurisdiction
These Terms of Use and any dispute or claim arising out of, or
related to, them, their subject matter or their formation (in each
case, including non‑contractual disputes or claims) shall be governed
by and construed in accordance with the internal laws of the State of
California in the United States without giving effect to any choice or
conflict of laws provision or rule (whether of the State of California
or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to,
these Terms of Use or the Website shall be instituted exclusively in
the federal courts of the United States or the courts of the State of
California, in each case located in the Santa Clara, California
although we retain the right to bring any suit, action or proceeding
against you for breach of these Terms of Use in your country of
residence or any other relevant country. You hereby irrevocably waive
any and all objections to the exercise of jurisdiction over you by
such courts and to venue in such courts.
Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and
entire agreement between you and us with respect to the Website and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to
the Website. For the avoidance of doubt, these Terms of Use do not
supersede any Subscription Agreement or other agreement pursuant to
which you have been granted the right to use or access a ServiceNow
Product, except to the extent that these Terms of Use provide that
Apps or other Website Content are not subject to warranty or entitled
to support, service credits, refunds, or other service entitlements
under a Subscription Agreement.
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