Application License Agreement

THANK YOU FOR CHOOSING THE ACCOMPANYING APPLICATION OR INTEGRATION (TOGETHER WITH ITS DOCUMENTATION, THE "APP"). THESE TERMS ARE THE LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU, THE INDIVIDUAL PERSON ACCEPTING THIS AGREEMENT OR THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT ("YOU" or "CUSTOMER"), AND WILDBOOM CORPORATION D.B.A INTELLECTIVE ("VENDOR").

IN THE EVENT THAT THERE EXISTS A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND VENDOR EXPLICITLY GOVERNING THE SUBSCRIPTION OF THE APP, THE PROVISIONS IN THAT SEPARATE AGREEMENT SHALL SUPERSEDE ANY CONFLICTING PROVISIONS IN THIS AGREEMENT.

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE A COMPANY OR OTHER ORGANIZATION, THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE THE FULL AUTHORITY TO BIND YOU TO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE APP IF YOU DO NOT HAVE SUCH AUTHORITY. VENDOR IS WILLING TO PROVIDE THE APP ONLY ON THE CONDITION THAT YOU ACCEPT ALL TERMS CONTAINED IN THIS AGREEMENT.

YOU ACCEPT THIS AGREEMENT BY: (A) REPRODUCING OR USING THE APP; (B) CLICKING AN "I ACCEPT" OR SIMILAR BUTTON WHEN DOWNLOADING OR INSTALLING THE APP; OR (C) OTHERWISE ELECTRONICALLY INDICATING ACCEPTANCE. IF YOU ARE UNWILLING OR UNAUTHORIZED TO ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE THE APP.

THE APP IS INTENDED AND LICENSED SOLELY FOR USE WITH THE SERVICENOW® HOSTED SOFTWARE AND SERVICES (COLLECTIVELY, "SERVICENOW PLATFORM") PROVIDED BY SERVICENOW, INC. OR ITS AFFILIATES ("SERVICENOW"). SERVICENOW IS NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY TO YOU IN CONNECTION WITH, THE APP OR THIS AGREEMENT.

1. Ownership

The App is protected by copyrights and other intellectual property rights. You agree that all worldwide copyright and other intellectual property rights in the App, and all copies of the App however made, are the exclusive property of Vendor and its licensors. All rights in and to the App not expressly granted to You in this Agreement are reserved by Vendor. There are no implied licenses under this Agreement.

2. Subscription

Upon Your payment of the applicable subscription fees, Vendor grants You a non-exclusive, non-transferable, non-sublicensable right to use the App for Your own internal business purposes, during the Term (defined below), through a single authorized instance of the ServiceNow Platform. No license is granted to You under this Agreement to use or access the ServiceNow Platform itself. Access to the ServiceNow Platform must be separately purchased from ServiceNow.

3. Restrictions on Use

You may not, and may not permit others to, do any of the following: (a) modify, adapt, alter, translate, or create derivative works of the App, except to the extent such configuration is possible using the ordinary features and functionalities of the ServiceNow Platform; (b) merge or integrate the App with other software except for components of the ServiceNow Platform; (c) sublicense, lease, rent, loan, assign, or otherwise transfer the App to any third party; (d) host, use, or access the App via a time-sharing, service bureau, or other remote access arrangement, except for Your single authorized instance of the ServiceNow Platform as hosted by ServiceNow; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the App, except to the extent that such activities are expressly permitted by applicable law notwithstanding this limitation; (f) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Vendor or its suppliers on or in the App; or (g) circumvent any technological measures provided by Vendor to control access to the App.

4. Services

Limited customer support may be available as described on Vendor's page on the ServiceNow Store. If no support information is provided, then no maintenance, support, or other services are provided under this Agreement.

5. Fees and Payment

Your rights under Section 2 are conditioned upon timely payment of all applicable subscription fees to Vendor. All fees are non-refundable and non-cancelable except as expressly provided in this Agreement. Fees are exclusive of any sales, use, value-added, withholding, or similar taxes, which You are responsible for paying. Late payments will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Failure to pay fees when due may result in the suspension of Your access to the App.

6. Confidentiality and Privacy

6.1. Confidential Information. "Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your data processed by the App ("Customer Data"). Vendor's Confidential Information includes the App, its source code, and its pricing. Confidential Information does not include any information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the receiving party.

6.2. Protection. Each party agrees to (i) protect the other party's Confidential Information with the same standard of care it uses to protect its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose Confidential Information to any third party without the other party's prior written consent, except as required by law.

6.3. Data Privacy. Vendor will maintain appropriate administrative, physical, and technical safeguards to protect the security and confidentiality of Customer Data. Vendor will comply with all applicable data protection laws in its processing of Customer Data. By using the App, You consent to the collection, use, and processing of Customer Data by Vendor as necessary to provide the App and related services.

7. Disclaimer of Warranty

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. VENDOR EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE APP WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE APP.

8. Limitation of Liability

IN NO EVENT WILL VENDOR, SERVICENOW, OR THEIR RESPECTIVE AFFILIATES, LICENSORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATING TO LOSS OF REVENUE, PROFITS, USE, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE APP, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE FOREGOING, VENDOR IS FOUND TO BE LIABLE FOR ANY DAMAGES, VENDOR'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE APP SHALL IN NO EVENT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO VENDOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VENDOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. SERVICENOW WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

9. Term and Termination

The term of this Agreement ("Term") will commence upon Your acceptance and will continue for one (1) year, renewing automatically for successive one-year periods, provided You have paid the applicable renewal subscription fees. Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice. Upon expiration or termination, Your rights to access and use the App will cease. Sections 1, 5, 6, 7, 8, and 10 shall survive any expiration or termination of this Agreement.

10. General Provisions

10.1. Marketing and Publicity. Customer grants Vendor a non-exclusive, worldwide, royalty-free license to use Customer’s name, logos, and trademarks ("Customer Marks") on Vendor's website and in other marketing and promotional materials for the purpose of identifying Customer as a user of the App. Customer may revoke this grant at any time by submitting a written request to Vendor, and Vendor will cease using Customer Marks in any new marketing materials created thereafter.

10.2. Choice of Law and Venue. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law principles. Any legal action arising out of this Agreement must be instituted exclusively in the federal or state courts located in San Francisco, California, and each party consents to the jurisdiction and venue of such courts.

10.3. U.S. Government Rights. The App is a "commercial item" as defined at 48 C.F.R. 2.101. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the App with only those rights set forth in this Agreement.

10.4. Assignments. You may not assign or transfer this Agreement without the prior written consent of Vendor. Vendor may freely assign this Agreement.

10.5. Severability. If any provision of this Agreement is held to be unenforceable, such provision shall be modified to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

10.6. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by You will not alter the terms of this Agreement.