ServiceNow Lightstep Observability Addendum



ServiceNow Lightstep Observability Addendum

Lightstep, Inc. is a wholly-owned subsidiary of ServiceNow, Inc. This ServiceNow Lightstep Observability Addendum (“Lightstep Addendum”) is made between the ServiceNow entity (“ServiceNow”) and the customer entity (“Customer”) identified on the ordering document (“Order Form”) issued by ServiceNow for the Lightstep Service (as defined below) and executed by both parties. This Lightstep Addendum modifies the terms and conditions of the Agreement (as defined below) solely for use for the Lightstep Service during the Subscription Term. In the event of any inconsistency or conflict between this Lightstep Addendum and the Agreement or the Order Form, the terms and conditions of this Lightstep Addendum shall control with respect to the Lightstep Service unless otherwise expressly specified herein. Unless otherwise specified below, all capitalized terms defined herein shall have the same meaning as set forth in the Agreement. This Lightstep Addendum only applies to the Lightstep Service and does not apply to other ServiceNow offerings specified on the Order Form (if any).

1. DEFINITIONS.

1.1 “Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause direction of the general management of a legal entity.

1.2 “Agreement” means the underlying agreement between ServiceNow and Customer and referenced on the applicable Order Form or, in the absence thereof, the Ordering Agreement incorporated herein by reference from http://www.servicenow.com/upgrade-schedules.html.

1.3 “Ancillary Software” means software, including microsatellites, licensed by ServiceNow to Customer that is typically deployed on Customer’s machines to enable access to and use of the Lightstep Service. Ancillary Software may include or be provided with code licensed under third-party agreements, including open-source software on Customer’s machines, solely to facilitate Customer’s authorized access to and use of the Lightstep Service.

1.4 “Customer Data” (as referenced and defined in the Agreement) for the purposes of this Lightstep Addendum only, includes data, information or other material provided, uploaded, or submitted by Customer to the Lightstep Service in the course of using the Lightstep Service, excluding ServiceNow Core Technology.

1.5 “Documentation” means Lightstep’s applicable published user documentation.

1.6 “Professional Services” means any basic implementation assistance, account configuration, Lightstep Service training, support, consultation, or relationship management provided as set forth on an Order Form or SOW with respect to the Lightstep Service and does not include Service and engineering support.

1.7 “Lightstep Service” means software, Ancillary Software, Updates, technology and/or methodologies (including products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects, and documentation) created by or for, or licensed to, ServiceNow and ordered by Customer as specified in the applicable Order Form.

1.8 All references in the Agreement to “Subscription Term” are modified to include the period of authorized access to and use of the Lightstep Service, as set forth in an Order Form.

2. ACCESS AND USE RIGHTS; AFFILIATE USE; CUSTOMER SUPPORT

2.1 ACCESS AND USE RIGHTS. Subject to Customer’s compliance with this Lightstep Addendum and the Agreement (including any limitations and restrictions set forth on the applicable Order Form), ServiceNow grants Customer a non-sublicensable, nonexclusive license to (i) access and use the Lightstep Service during the applicable Subscription Term solely for Customer’s internal business purposes, as provided herein and in accordance with the Documentation.

2.2 AFFILIATE ACCESS AND USE. During the Subscription Term Customer may, at its option, provide access and use rights to the Lightstep Service to one or more Customer Affiliates subject to this Lightstep Addendum and the Agreement. If Customer does so, it will be wholly responsible for the Affiliate users’ compliance with the terms of this Lightstep Addendum and the Agreement and all acts and omissions of such Affiliate users. Any provision in the Agreement related to Customer Affiliate’s separate order for the Subscription Service shall not apply to the Lightstep Service.

2.3 CUSTOMER SUPPORT. During the Subscription Term ServiceNow will provide Customer Support, an Availability SLA, Upgrades and Updates, and ServiceNow’s Insurance Coverage disclosure as described in the Customer Support Addendum (“Lightstep CSA”) attached hereto or posted on www.lightstep.com/customer-support-addendum.

3. LIGHTSTEP SERVICE WARRANTY AND OTHER WARRANTIES AND DISCLAIMERS; PROFESSIONAL SERVICES

3.1 LIGHTSTEP SERVICE WARRANTY AND OTHER WARRANTIES AND DISCLAIMERS. During the Subscription Term, ServiceNow warrants that the Lightstep Service will materially conform to the Documentation. Any provisions in the Agreement related to Subscription Service or other ServiceNow warranties shall not apply to the Lightstep Service. All warranty disclaimers and limitations specified in the Agreement shall continue to apply to the Lightstep Service.

3.2 PROFESSIONAL SERVICES. Upon payment of the applicable fees set forth in each Order Form, ServiceNow agrees to use reasonable commercial efforts to provide Professional Services for the Lightstep Service only if and to the extent such Professional Services are set forth in an Order Form. Any provisions in the Agreement related to professional services or other services related to the Subscription Service shall not apply to the Lightstep Service.

4. DATA SECURITY AND DATA PRIVACY; USE AND RETURN OF CUSTOMER DATA

4.1 DATA SECURITY AND DATA PRIVACY. During the Subscription Term, a description of the data security provisions for the Lightstep Service are specified in the then-current Lightstep Observability Service Data Security Addendum (“Lightstep DSA”), attached hereto or posted on www.lightstep.com/data-security-addendum and incorporated herein by this reference. The Lightstep DSA replaces and supersedes all terms and conditions related to data security in the existing Agreement as it relates to the Lightstep Service. The Lightstep DSA in effect as of the date of the applicable Order Form will apply to the Lightstep Service specified on such Order Form. ServiceNow may update the Lightstep DSA, however, in no event will any update be effective until the end of the applicable Subscription Term. The terms of the data processing addendum attached hereto or posted on www.lightstep.com/data-processing-addendum (“Lightstep DPA”) shall apply to ServiceNow’s Processing of Personal Data (as defined in the Lightstep DPA) as it relates to the Lightstep Service. During the Subscription Term for the Lightstep Service, references to the “Data Security Addendum” or “DSA” or “Data Security Guide” or “DSG” in the Data Processing Agreement or “DPA” shall instead refer to the Lightstep DSA or Lightstep DPA, as applicable.

4.2 USE AND RETURN OF CUSTOMER DATA. Notwithstanding anything to the contrary, Customer acknowledges and agrees ServiceNow may: (1) internally use and modify (but not disclose) Customer Data for the purposes of (a) providing the Lightstep Service and any Professional Services to Customer and (b) generating Aggregated Anonymous Data (as defined below), and (2) use Aggregated Anonymous Data for purposes of providing, improving, testing, and marketing the Lightstep Service. “Aggregated Anonymous Data” means data submitted to, collected by, or generated by ServiceNow in connection with Customer’s use of the Lightstep Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer or any individual. Any provisions in the Agreement related to the return of Customer Data shall not apply to the Lightstep Service.

5. OTHER TERMS

The following terms in the Agreement, if any, shall not apply to the Lightstep Service, including without limitation: (i) commitment from ServiceNow to provide Customer with an audit of any kind; (ii) commitment to not subcontract its services; (iii) commitment to provide U.S citizen on U.S. soil support; (iv) commitments regarding source code escrow, (v) terms related to use of ServiceNow Access Control Plug-In; (vi) offer to Customer to stay on a particular version of the Subscription Service; (vii) terms that relate to the ServiceNow infrastructure network, hardware or software used by ServiceNow to operate and deliver the Subscription Service (such as ServiceNow advanced high availability RTO and RPO service level targets); (viii) service levels or service credits that conflict or are inconsistent with the Lightstep CSA, (ix) ServiceNow’s support, packaged services, professional services, training, or related offerings applicable to any ServiceNow product other than the Lightstep Service, and (x) pricing commitments.