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IMPORTANT: CISCO IS WILLING TO LICENSE THE CONTENT (AS DEFINED BELOW) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT"). BY DOWNLOADING, COPYING, DISPLAYING, PERFORMING, OR DISTRIBUTING THE CONTENT, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, "YOU") TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN CISCO IS UNWILLING TO LICENSE THE CONTENT TO YOU AND YOU MAY NOT DOWNLOAD, COPY, DISPLAY, PERFORM, OR DISTRIBUTE THE CONTENT. FOR THE PURPOSES OF THIS AGREEMENT, "CONTENT" MEANS THE CONTENT LICENSED UNDER THE TERMS OF THIS AGREEMENT, WHICH CONSISTS OF AUDIO PROGRAMS, AUDIO FILES, AND POSTCASTING FEEDS (AND THE AUDIO CONTENT IN THE FEEDS).
- License Grant. Subject to the terms and conditions of this License, Cisco grants You a non-exclusive, non-transferable, limited license to:
- download the Content from www.cisco.com website for Your noncommercial uses; and
- reproduce, publicly display, publicly perform, digitally perform, and distribute the Content, in unmodified form, in each case solely for noncommercial uses.
- Restrictions, Limitations. The license granted in Section 1 is expressly made subject to and limited by the following restrictions:
- You must include a copy of, or the URL for, this Agreement with every copy of the Content that You distribute. You may not offer or impose any terms on the Content that alter or restrict the terms of this Agreement or the recipients' exercise of the rights granted hereunder. You may not sublicense the Content. You must keep intact all notices that refer to this Agreement and to the disclaimer of warranties. You may not distribute, publicly display, publicly perform, or digitally perform the Content with any technological measures that control access or use of the Content in a manner inconsistent with the terms of this Agreement.
- You may not remove, modify, or obscure any copyright or proprietary notices that might appear in or with the Content.
- At Cisco's sole discretion and without notice, Cisco may expire Content.
- Representations, Warranties, and Disclaimer. THE CONTENT IS PROVIDED "AS IS", AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CISCO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CONTENT AND ALL MATERIALS AND SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY, AVAILABILITY, AND ACCURACY OF CONTENT INFORMATION. WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR APPLYING YOUR OWN REASONABLE DISCRETION IN USING (AND IN YOUR VIEWERS' USE) OF THE CISCO CONTENT.
- Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL CISCO BE LIABLE TO YOU, YOUR SUBDISTRIBUTORS, AND YOUR END USERS IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT FOR MORE THAN $100, EVEN IF CISCO OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
- This Agreement and the rights granted are effective until terminated. Your rights under this Agreement will terminate automatically without notice from Cisco if You breach any terms of this Agreement. Sections 3, 4, 5, and 6 will survive any termination of this Agreement.
- Cisco reserves the right to update the terms of this Agreement from time to time without notice. Cisco reserves the right to (1) stop distributing the Content (or any portion thereof) and/or cease offering the podcasting feeds at any time, for any reason or no reason, and (2) require You to stop distributing the Content or using the podcasting feeds at any time, for any reason or no reason.
- If for any reason any provision of this Agreement is adjudicated to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the remainder of this Agreement will continue in full force and effect.
- Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by waiving party.
- This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
- You may not assign this Agreement without the prior written consent of Cisco. Any assignment in contravention of the foregoing shall be void and of no effect.
- You will use the Content for lawful purposes only and will comply with all laws, governmental rules, and regulations applicable to its use, copying, distribution, performance, and display.
- Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
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