ServiceNow End User Licence Agreement

BY DOWNLOADING, INSTALLING, OR USING THE SERVICENOW SECURITY OPERATIONS FOR SPLUNK (“SOFTWARE”), YOU (THE INDIVIDUAL OR LEGAL ENTITY, HEREIN REFERED TO AS “YOU” OR “YOUR” OR “USER”) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE, IF ANY, THAT YOU PAID FOR THE SOFTWARE.

ACKNOWLEDGEMENT. ServiceNow provides the Software to you “as is” and “as available” and as an accommodation to you to integrate your Splunk deployment with the ServiceNow Security Operations subscription service, to which you must have purchased the necessary use rights pursuant to a separate purchase agreement (“Agreement”). The Software will collect and transmit user data to the ServiceNow subscription service. ServiceNow may at any time remove your access to this Software or terminate the availability of this Software without any liability to you or any third party. In the event of termination, you must remove and destroy all copies of the Software, including all backup copies from all devices you own, possess or control and on which the Software is installed.

SCOPE OF LICENSE. Subject to your compliance with this EULA, ServiceNow hereby grants to you a royalty-free, sub-licensable, transferable, non-exclusive, worldwide right and license to use, reproduce, display, perform, import and export the Software. The Software is licensed, not sold.

RESTRICTIONS. You shall not (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make the Application available for access by third parties in whole or in part; (ii) modify the Application or otherwise create derivative works thereof; (iii) use the Software to access the ServiceNow subscription service in a manner not authorized by the Agreement or this EULA; (ii) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from the Software; (iii) otherwise access or use the Software except as expressly authorized in this EULA; (iv) use the Software in any manner which violates any applicable law or regulation; (v) modify or distribute the Software for use with anything other than the designated Splunk software; or (vi) encourage or assist any third party to do any of the foregoing.

OPEN SOURCE SOFTWARE. “Open Source Software” or “OSS” means software components embedded in the Software and provided under separate license terms, which can be found in the Open Source Disclosure File (or similar file) provided within the Software. Notwithstanding anything herein to the contrary, Open Source Software is licensed to you under such OSS’s own applicable license terms, which can be found in the Open Source Disclosure File. These OSS license terms are consistent with the license granted in this EULA, and may contain additional rights benefiting you. The OSS license terms shall take precedence over this EULA to the extent that this EULA imposes greater restrictions on you than the applicable OSS license terms. To the extent the license for any Open Source Software requires ServiceNow to make available to you the corresponding source code and/or modifications (the "Source Files"), you may obtain a copy of the applicable Source Files by sending a written request, with your name and address to: ServiceNow, Inc., 2225 Lawson Lane, Santa Clara, CA 95054, United States of America. All requests should clearly specify: Open Source Files Request, Attention: General Counsel. This offer to obtain a copy of the Source Files is valid for three years from the date you acquired this Software.

DISCLAIMER OF WARRANTIES. SERVICENOW DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THIS SOFTWARE. SERVICENOW DISCLAIMS TO THE FULLEST EXTENT PERMITTED, ALL GUARANTEES AND EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THIS SOFTWARE. YOU DOWNLOAD AND USE THIS SOFTWARE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR HARDWARE DEVICES OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OR USE OF THIS SOFTWARE.

LEGAL COMPLIANCE. The Software may be subject to United States export control regulations. Without prior authorization from the United States government, you shall not use the Software for, and shall not permit the Software to be used for, any purposes prohibited by United States law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. Without limiting the foregoing, You represent and warrant that: (1) You are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of, Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (3) You are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List, Unverified List, or Entity List or any other U.S. Government list of prohibited or restricted parties unless authorized by license or regulation.

INTELLECTUAL PROPERTY. ServiceNow and its licensors own all right, title, and interest in and to this Software, including intellectual property rights therein. All rights not expressly granted herein are reserved.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL SERVICENOW AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. SERVICENOW’S AND ITS LICENSORS’ LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED $10 USD. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SERVICENOW OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION. You will indemnify and hold harmless ServiceNow from any claim made by any third party due to or arising directly or indirectly out of your conduct or its connection with your use of this Software, violation of the terms herein, and any violation of any applicable law or regulation. ServiceNow reserves the right, at its own expense, to assume the exclusive defense and control of any manner subject to indemnification by you, but doing so will not excuse your indemnity obligations.

SUPPORT. If you have a support question regarding the Software, use ServiceNow’s standard support process to receive assistance. More information is available on https://support.service-now.com/support/support.do.

CONTRACTING PARTIES. If you reside in North America, the contracting party is ServiceNow, Inc., 2225 Lawson Lane, Santa Clara, CA 95054. If you reside outside of North America, the contracting party is ServiceNow Nederland B.V., Hoekenrode 3, 1102 BR Amsterdam, The Netherlands. This EULA is governed by the laws of the State of California, United States of America, unless mandated by other law. The United Nations Convention for the International Sale of Goods shall not apply.

COMPLAINTS. If you have questions, complaints or claims with respect to the Software, please direct to legalnotices@servicenow.com.

ENTIRE AGREEMENT. This EULA represents the entire agreement between the parties with respect to the Software, and supersedes any prior or contemporaneous oral or written agreements concerning the subject matter contained herein.

HEADINGS. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.

WAIVER AND MODIFICATION. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written agreement executed by the party against which it is asserted.

SEVERABILITY. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.

US GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are deemed to be “commercial computer SOFTWARE” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by the U.S. Government shall be governed solely by the terms of this EULA.

ADDITIONAL TERMS. The following additional terms and conditions apply to you on your use of the Software. In the event of any conflict between these additional terms and the rest of the EULA, these additional terms shall control. For the purposes of this EULA, “Splunk,” refers to Splunk Inc., a Delaware corporation, with its principal place of business at 250 Brannan Street, San Francisco, California 94107, U.S.A. To the extent that the usage rules for the Software set forth in the Splunk Websites Terms and Conditions of Use are more restrictive, such usage rules shall apply.
  1. ServiceNow is solely responsible for the Software, including, without limitation, for any warranties, maintenance and support, notices and consents to be given to Users. You agree that Splunk does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of this Software and that Splunk shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon this Software.
  2. Splunk is not responsible for the privacy, security or integrity of any data collected or transmitted by the Software.
  3. You must comply with any applicable third party terms of agreement when using this Software, if any.
  4. Any translation of this EULA is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this EULA shall govern. If you are located in the province of Quebec, Canada, the following clause applies: The parties hereby confirm that you have requested this EULA and all related documents be drafted in English. Les parties ont exige que le present contrat et tous les documents connexes soient rediges en anglais.
  5. This Software was created using Splunk’s standard application programming interface specification. Splunk and its licensors own all right, title, and interest in and to this Software, including intellectual property rights therein.

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