TO USE THIS TOOL, YOU MUST CONSENT TO THE TERMS OF THIS LICENSE AND DISCLAIMER. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AND DISCLAIMER, THEN DO NOT USE THE TOOL.
Cisco Systems, Inc. ("Cisco") grants to You ("Customer") a limited, nonexclusive and nontransferable license to use this software tool (the "Tool") and any reports or other output generated thereby (collectively, "Output"), for the purpose of considering the purchase, lease or license of Cisco products and services. If Customer has in effect a written agreement with Cisco to resell and license Cisco products, Customer is authorized to disclose the Output to its end user customers solely for the purpose of facilitating a transaction contemplated by the Agreement.
Customer acknowledges and agrees that the Tool, including without limitation its design, structure, data and formulae, any updates or modifications thereto, and all intellectual property rights in any of the foregoing shall remain vested solely with Cisco. All licenses not expressly granted herein are reserved to Cisco.
Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:
(i) transfer, assign or sublicense its license rights to any other person or entity, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;
(ii) make error corrections to or otherwise modify or adapt the Tool or create derivative works based upon the Tool, or permit third parties to do the same;
(iii) reverse engineer or decompile, decrypt or disassemble the Tool except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction.
This license is effective until terminated. Customer may terminate this license at any time by destroying all copies of the Tool including any Output. Customer's rights under this license will terminate immediately without notice from Cisco if Customer fails to comply with any provision of this license. Cisco may terminate this license at any time upon written notice. Upon termination, Customer must destroy all copies of the Tool and any Output in its possession or control.
The Tool is designed to offer general guidance only. The Tool is not intended to provide business, legal, accounting, tax or other professional advice. The Tool is not intended as a substitute for Customer's own judgment or for that of Customerís own professional advisors. The tool may not contain complete, accurate or timely data. Use of the Tool may not be error-free. While Cisco has attempted to include useful data, assumptions and formulae in the Tool, Cisco is not responsible for any results from using or misusing the tool.
THE TOOL IS PROVIDED AS IS, WITH NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Any use of the Tool is at Customerís sole risk.
Customer shall defend, indemnify and hold Cisco harmless from all loss, damages, liabilities, settlement, costs and expenses (including legal expenses and the expenses of other professionals) as incurred, arising out of or related to Customerís use or misuse of the Tool.
IN NO EVENT WILL CISCO, ITS AGENTS OR EMPLOYEES BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE TOOL EVEN IF CISCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE HEREIN, ANY LIABILITY OF CISCO OR ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO FIVE THOUSAND DOLLARS ($5,000). THIS LIMITATION OF LIAIBLITY IS CUMULATIVE AND NOT PER INCIDENT.
This License and Disclaimer shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License and Disclaimer shall remain in full force and effect. This License and Disclaimer constitutes the entire agreement between the parties with respect to the license of the Tool and supersedes any conflicting or additional terms contained in any other documentation.