Effective: July 24, 2022
Section 1. Scope and Applicability
By signing up for the Cisco Technology or by Your download, installation, or use of the Cisco Technology, You agree to be bound by the terms of this Agreement. If You do not have authority to enter into this Agreement or You do not agree with its terms, You cannot use the Cisco Technology.
Section 2. Using Cisco Technology
2.1. License and Right to Use. Cisco grants You a non-exclusive, non-transferable (except with respect to Software as permitted under the Software License Transfer and Re-Use Policy) (a) license to use the Software; and (b) right to use the Cloud Services for Your direct benefit during the Usage Term and as set out in Your Entitlement and this Agreement (collectively, the “Usage Rights”).
2.2. Use by Third Parties. You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for (a) ensuring that such Authorized Third Parties comply with this Agreement; and (b) any breach of this Agreement by such Authorized Third Parties.
2.3. Free Services. Cisco may make certain Cloud Services available to You without charge, up to certain limits as described in Documentation or an order, subject to the terms of this Agreement. You agree that Cisco, in its sole discretion and for any or no reason, may terminate Your access to the Free Services or any part thereof and that any termination may be without prior notice and without liability to Cisco. You are solely responsible for exporting Your customer data from the Free Services prior to termination, and, except as required by law, Cisco will provide You a reasonable opportunity to retrieve such data.
2.4. Interoperability of Software. If required by law and upon Your request, Cisco will provide You with the information needed to achieve interoperability between the Software and another independently created program, provided You agree to any additional terms reasonably required by Cisco. You will treat such information as Confidential Information.
2.5. Subscription Renewal. If You have opted out of automatic renewals, Your subscription will expire at the end of Your Usage Term and Your account will downgrade to Cisco’s free tier, if available. If You have selected automatic renewal for Your subscription, Usage Rights in Cisco Technology will automatically renew for the renewal period You chose when You placed Your order with Cisco or for the length of term otherwise required by law in Your country (“Renewal Term”), unless You notify Cisco in writing at least 48 hours before the end of Your then-current Usage Term of Your intention not to renew. In order to provide such notice, please log into your account and follow the appropriate instructions. Cisco will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You notify Cisco in writing at least 48 hours before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term and Your account will downgrade to Cisco’s free tier, if available.
2.6. Cooling-off Period. Within 14 calendar days from the date of your initial purchase, you may withdraw from such purchase without reason by notifying Cisco at email@example.com. Cisco will refund you the price you paid no later than 14 calendar days from receipt of your request for withdrawal.
Section 3. Additional Conditions of Use
3.1. Cisco Technology Generally. Unless expressly agreed by Cisco, You may not (a) transfer, sell, sublicense, monetize, or make the functionality of any Cisco Technology available to any third party; (b) use the Software on second hand or refurbished Cisco equipment not authorized by Cisco, or use Software that is licensed for a specific device on a different device (except as permitted under Cisco’s Software License Portability Policy); (c) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Cisco Technology; or (e) use Cisco Content other than as part of Your permitted use of the Cisco Technology.
3.2. Cloud Services. You will not intentionally (a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively impacts the Cloud Service’s operation; or (d) submit any information that is not contemplated in the applicable Documentation. You will not use this Cisco Technology or its Documentation to (a) copy ideas, features, functions, or graphics; (b) develop competing products or services; or (c) perform competitive analyses
3.3. Evolving Cisco Technology. Cisco may: (a) enhance or refine a Cloud Service, although in doing so, Cisco will not materially reduce the core functionality of that Cloud Service, except as contemplated in this Section 3.3; and (b) perform scheduled maintenance of the infrastructure and software used to provide a Cloud Service, during which time You may experience some disruption to that Cloud Service. Whenever reasonably practicable, Cisco will provide You with advance notice of such maintenance. You acknowledge that, from time to time, Cisco may need to perform emergency maintenance without providing You advance notice, during which time Cisco may temporarily suspend Your access to, and use of, the Cloud Service.
Cisco may end the life of Cisco Technology**, including component functionality and all related support services (“EOL”), by providing written notice by email at least 30 days in advance, sent to your registered email address. If You prepaid a fee for Your use of the Cisco Technology that becomes EOL before the expiration of Your then-current Usage Term, Cisco will use commercially reasonable efforts to transition You to a substantially similar Cisco Technology. If Cisco does not have substantially similar Cisco Technology, then Cisco will credit You any unused portion of the prepaid fee for the Cisco Technology that has been declared EOL (“EOL Credit”). The EOL Credit will be calculated from the last date the applicable Cisco Technology is available to the last date of the applicable Usage Term. Such credit can be applied towards the future purchase of Cisco products.
3.4. Protecting Account Access. You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Cisco of any known or suspected unauthorized use of or access to Your account.
3.6. Open Source Software. Open source software not owned by Cisco is subject to separate license terms as set out at www.cisco.com/go/opensource. The applicable open source software licences will not materially or adversely affect Your ability to exercise Usage Rights in applicable Cisco Technology.
Section 4. Fees
Fees for Your use of the Cisco Technology are set out in Your order confirmation. If You use the Cisco Technology beyond Your Entitlement or after termination of this Agreement (“Overage”), You agree to be invoiced and to pay for such Overage.
Section 5. Confidential Information and Use of Data
5.1. Confidentiality. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know (“Permitted Recipients”). Recipient: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement, and (b) is liable for any breach of this Section by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.
5.2. How We Use Data. Cisco will access, process and use data in connection with Your use of the Cisco Technology in accordance with applicable privacy and data protection laws. For further detail, please visit Cisco’s Security and Trust Center. The applicable Privacy Data Sheets describe the Personal Data that Cisco collects and processes as part of delivering the Cloud Service to You.
5.3. Notice and Consent. To the extent Your use of the Cisco Technology requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Cisco Technology.
Section 6. Ownership
Except where agreed in writing, nothing in this Agreement transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of Your content and Cisco retains ownership of the Cisco Technology and Cisco Content. Cisco may use any feedback You provide in connection with Your use of the Cisco Technology as part of its business operations without acknowledgment or compensation to You.
Section 7. Indemnification
7.1. Claims. Cisco will defend any third-party claim against You that Your valid use of Cisco Technology under Your Entitlement infringes a third party's patent, copyright, or registered trademark (the “IP Claim”). Cisco will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You: (a) promptly notify Cisco in writing of the IP Claim; (b) fully cooperate with Cisco in the defense of the IP Claim; and (c) grant Cisco the right to exclusively control the defense and settlement of the IP Claim, and any subsequent appeal. Cisco will have no obligation to reimburse You for attorney fees and costs incurred prior to Cisco's receipt of notification of the IP Claim. You, at Your own expense, may retain Your own legal representation.
7.2. Additional Remedies. If an IP Claim is made and prevents Your exercise of the Usage Rights, Cisco will either procure for You the right to continue using the Cisco Technology or replace or modify the Cisco Technology with functionality that is at least equivalent. Only if Cisco determines that these alternatives are not reasonably available, Cisco may terminate Your Usage Rights granted under this Agreement upon written notice to You and will refund You a prorated portion of the fee You paid for the Cisco Technology for the remainder of the unexpired Usage Term.
7.3. Exclusions. Cisco has no obligation with respect to any IP Claim based on: (a) compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf; (b) Your modification of any Software or Cloud Service or modification by a third party; (c) the amount or duration of use made of the Software or Cloud Service, revenue You earned, or services You offered; (d) combination, operation, or use of Software or a Cloud Service with non-Cisco products, software or business processes; (e) Your failure to modify or replace Software or a Cloud Service as required by Cisco; or (f) any Cisco Technology provided on a free basis.
7.4. This Section 7 states Cisco’s entire obligation and Your exclusive remedy regarding any IP Claims against You.
Section 8. Warranties and Representations
8.1. Performance. Cisco warrants that: (a) for a period of 90 days from the Delivery Date or longer as stated in Documentation, or on www.cisco.com/go/warranty, the Software substantially complies with the Documentation; and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with this Agreement and the Documentation.
8.2. Malicious Code. Cisco will use commercially reasonable efforts to deliver the Cisco Technology free of Malicious Code.
8.3. Qualifications. Sections 8.1 and 8.2 do not apply if the Cisco Technology or the product that Cisco authorizes you to use it on: (a) has been altered, except by Cisco or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this Agreement or Cisco’s instructions; (c) is acquired on a free basis; or (d) is not a Cisco-branded product or service. Upon Your prompt written notification during the warranty period of Cisco’s breach of this Section 8, Your sole and exclusive remedy (unless otherwise required by applicable law) is, at Cisco’s option, either (i) repair or replacement of the applicable Cisco Technology or (ii) a refund of the (a) license fees paid or due for the non-conforming Software, or (b) the fees paid for the period in which the Cloud Service did not comply, excluding any amounts paid under a service level agreement/objective, if applicable.
Where Cisco provides a refund of license fees paid for Software, You must return or destroy all copies of the applicable Software. Except as expressly stated in this Section, to the extent allowed by applicable law, Cisco expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement, or that the Cisco Technoloy will be secure, uninterrupted or error free. If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Section from applying to You, and, where prohibited, they will not apply.
Section 9. Liability
Neither party will be liable for indirect, incidental, exemplary, special, or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill, or anticipated sales or savings. The maximum aggregate liability of each party under this Agreement is limited to (a) for claims solely arising from Software licensed on a perpetual basis, the fees received by Cisco for that Software; or (b) for all other claims, the fees received by Cisco for the applicable Cisco Technology and attributable to the 12-month period immediately preceding the first event giving rise to such liability.
These limitations of liability do not apply to liability arising from (a) Your failure to pay all amounts due; or (b) Your breach of Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services) or 12.7 (Export). This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.
Section 10. Termination and Suspension
10.1. Suspension. Cisco may immediately suspend Your Usage Rights if You breach Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services) or 12.7 (Export).
10.2. Termination. If a party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Cisco may immediately terminate this Agreement if You breach Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services), 4.3 (Fees) or 12.7 (Export). Upon termination of the Agreement, You must stop using the Cisco Technology and destroy any copies of Software and Confidential Information within Your control. If this Agreement is terminated due to Cisco’s material breach, Cisco will refund the prorated portion of fees prepaid for the Usage Rights beyond the date of termination. Upon Cisco’s termination for Your material breach, You will pay any unpaid fees through to the end of the then-current Usage Term.
Section 11. Verification
During the Usage Term and for a period of 12 months after its expiry or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Cisco Technology sufficient to verify compliance with this Agreement (“Verification Records”). Upon reasonable advance notice, and no more than once per 12-month period, You will, within 30 days from Cisco’s notice, allow Cisco and its auditors access to the Verification Records and any applicable books, systems (including Cisco product(s) or other equipment), and accounts during Your normal business hours. If the verification process discloses underpayment of fees: (a) You will pay such fees; and (b) You will also pay the reasonable cost of the audit if the fees owed to Cisco as a result exceed the amounts You paid for Your Usage Rights by more than 5%.
Section 12. General Provisions
12.1. Survival. Sections 4, 5, 6, 8, 9, 10, 11 and 12 survive termination or expiration of this Agreement.
12.2. Third-Party Beneficiaries. This Agreement does not grant any right or cause of action to any third party.
12.3. Assignment and Subcontracting. Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. Cisco may (a) by written notice to You, assign or novate this Agreement in whole or in part to an Affiliate of Cisco, or otherwise as part of a sale or transfer of any part of its business; or (b) subcontract any performance associated with the Cisco Technology to third parties, provided that such subcontract does not relieve Cisco of any of its obligations under this Agreement.
12.4. U.S. Government End Users. The Software, Cloud Services and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to FAR 12.212 and DFARS 227.7202. All U.S. Government end users acquire the Cisco Technology and Documentation with only those rights set forth in this Agreement. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
12.5. Modifications to the Agreement. Cisco may change this Agreement or any of its components by updating it on Cisco.com. Changes to the Agreement apply to any Entitlements acquired or renewed after the date of modification.
12.6. Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement. Cisco may restrict the availability of the Cisco Technology in any particular location or modify or discontinue features to comply with applicable laws and regulations.
If You use the Cisco Technology in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction (e.g. Russia and China), You acknowledge that You are the entity responsible for complying with such laws.
12.7. Export. Cisco’s Software, Cloud Services, products, technology, and services (collectively the “Cisco Products”) are subject to U.S. and local export control and sanctions laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export, or re-export any Cisco Products in a way that would cause Cisco to violate those laws. You also agree to obtain any required licenses or authorizations.
12.8. Governing Law and Venue. This Agreement, and any disputes arising from it, will be governed exclusively by the applicable governing law below, based on Your primary place of business (or primary residence, if you are not a business) and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue below will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Regardless of the below governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of Cisco’s intellectual property or proprietary rights.
If You are a United States public sector agency or government institution located in the United States, the laws of the primary jurisdiction in which You are located will govern the Agreement and any disputes arising from it. For U.S. Federal Government customers, this Agreement will be controlled and construed under the laws of the United States of America.
12.9. Notice. Any notice delivered by Cisco to You under this Agreement will be delivered via email, regular mail, or postings on Cisco.com. Notices to Cisco should be sent to Cisco Systems, Inc., Office of General Counsel, 170 West Tasman Drive, San Jose, CA 95134.
12.10. Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.
12.11. No Waiver. Failure by either party to enforce any right under this Agreement will not waive that right.
12.12. Severability. If any portion of this Agreement is not enforceable, it will not affect any other terms.
12.13. Entire agreement. This Agreement is the complete agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).
12.14. Translations. Cisco may provide local language translations of this Agreement in some locations. You agree that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this Agreement will prevail.
12.15. Order of Precedence. If there is any conflict between this Agreement and any Cisco policies expressly referenced in this Agreement, the order of precedence is: (a) this Agreement; then (b) any applicable Cisco policy expressly referenced in this Agreement.
12.16. Language Election for Purchasers in Quebec. You confirm that this Agreement and any other documents You execute related to Your purchase of the Cisco Technology may be provided in English only and that other related documents contemplated as part of Your purchase may also be provided in English only. If translations are made available in other languages, the English language version of this Agreement and other documents governs.
Section 13. Additional Terms Applicable to Panoptica and Calisti
13.1. Support. The fees for Panoptica include support as described at https://eti.cisco.com/support/appsec. The fees for Calisti include support as described at https://smm-docs.eticloud.io/docs/support/.
13.2. Beta Functionality. You understand that all or some components or functionality of the Cisco Technology may be in beta stage (“Beta Features”) and may not have been (and may not become) productized or commercialized. Beta Features may not have been subject to usual testing and quality assurance processes and may contain bugs, errors, or other issues. Your use and evaluation of this Cisco Technology is at Your own risk.
Section 14. Definitions
“Affiliate” means any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control).
“Authorized Third Parties” means Your Users, Your Affiliates, Your third-party service providers, and each of their respective Users, permitted to access and use the Cisco Technology on Your behalf as part of Your Entitlement.
“Cisco” “we” “our” or “us” means Cisco Systems, Inc. or its applicable Affiliate(s). “Cisco Content” means any (a) content or data provided by Cisco to You as part of Your use of the Cisco Technology and (b) content or data that the Cisco Technology generates or derives in connection with Your use. Cisco Content includes geographic and domain information, rules, signatures, threat intelligence, and data feeds, and Cisco’s compilation of suspicious URLs.
“Cloud Service” means the Cisco hosted software-as-a-service offering or other Cisco cloud-enabled feature described in this Agreement. Cloud Services include support, applicable Documentation and may also include Software.
“Confidential Information” means non-public proprietary information of the disclosing party (“Discloser”) obtained by the receiving party (“Recipient”) in connection with this Agreement, which is (a) conspicuously marked as confidential or, if verbally disclosed, is summarized in writing to the Recipient within 14 days and marked as confidential; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or verbally.
“Delivery Date” means the date agreed in Your Entitlement, or where no date is agreed: (a) where Usage Rights in Software or Cloud Services are granted separately: (i) for Software, the earlier of the date Software is made available for download or installation, or the date that Cisco ships the tangible media containing the Software, and (ii) for Cloud Services, the date on which the Cloud Service is made available for Your use; or (b) where Usage Rights in Software and Cloud Services are granted together, the earlier of the date Software is made available for download, or the date on which the Cloud Service is made available for Your use.
“Documentation” means the technical specifications and usage materials officially published by Cisco specifying the functionalities and capabilities of the applicable Cisco Technology, including the information available at https://appsecurity.readme.io/docs for Panoptica, and the information available at https://smm-docs.eticloud.io/docs/ for Calisti.
“Entitlement” means the specific metrics, duration, and quantity of Cisco Technology that You acquire from Cisco. “Malicious Code” means code that is designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks, systems, Software or Cloud Services, other than as intended by the Cisco Technology (for example, as part of some of Cisco’s security products).
“Software” means the Cisco computer programs including Upgrades, firmware and applicable Documentation.
“Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software.
“Usage Term” means the period commencing on the Delivery Date and continuing until expiration or termination of the Entitlement, during which period You have the right to use the applicable Cisco Technology.
“User” means the individuals (including contractors or employees) permitted to access and use the Cisco Technology on Your behalf as part of Your Entitlement.
“You” means the individual or legal entity purchasing the Cisco Technology.