IMPORTANT: PLEASE READ
THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS VERY IMPORTANT THAT YOU CHECK
THAT YOU ARE PURCHASING CISCO SOFTWARE OR EQUIPMENT FROM AN APPROVED SOURCE AND
THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE "CUSTOMER") HAVE BEEN
REGISTERED AS THE END USER FOR THE PURPOSES OF THIS CISCO END USER LICENSE
AGREEMENT. IF YOU ARE NOT REGISTERED AS THE END USER YOU HAVE NO LICENSE TO USE
THE SOFTWARE AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES
NOT APPLY. ASSUMING YOU HAVE PURCHASED FROM AN APPROVED SOURCE, DOWNLOADING,
INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF
THIS AGREEMENT.
CISCO SYSTEMS, INC.
OR ITS SUBSIDIARY LICENSING THE SOFTWARE INSTEAD OF CISCO SYSTEMS, INC.
("CISCO") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE
CONDITION THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU
ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT PLUS ANY
ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE
AGREEMENT ACCOMPANYING THE PRODUCT OR AVAILABLE AT THE TIME OF YOUR ORDER
(COLLECTIVELY THE "AGREEMENT"). TO THE EXTENT OF ANY CONFLICT BETWEEN
THE TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE
AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEMENT SHALL APPLY. BY DOWNLOADING,
INSTALLING, OR USING THE SOFTWARE, YOU ARE REPRESENTING THAT YOU PURCHASED THE
SOFTWARE FROM AN APPROVED SOURCE AND BINDING YOURSELF TO THE AGREEMENT. IF YOU
DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN CISCO IS UNWILLING TO
LICENSE THE SOFTWARE TO YOU AND (A) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE
SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE (INCLUDING ANY UNOPENED CD
PACKAGE AND ANY WRITTEN MATERIALS) FOR A FULL REFUND, OR, IF THE SOFTWARE AND
WRITTEN MATERIALS ARE SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE
ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30
DAYS AFTER PURCHASE FROM AN APPROVED SOURCE, AND APPLIES ONLY IF YOU ARE THE
ORIGINAL AND REGISTERED END USER PURCHASER. FOR THE PURPOSES OF THIS END USER
LICENSE AGREEMENT, AN "APPROVED SOURCE" MEANS (A) CISCO; OR (B) A
DISTRIBUTOR OR SYSTEMS INTEGRATOR AUTHORIZED BY CISCO TO DISTRIBUTE / SELL
CISCO EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS; OR
(C) A RESELLER AUTHORIZED BY ANY SUCH DISTRIBUTOR OR SYSTEMS INTEGRATOR IN
ACCORDANCE WITH THE TERMS OF THE DISTRIBUTOR'S AGREEMENT WITH CISCO TO
DISTRIBUTE / SELL THE CISCO EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR
TERRITORY TO END USERS.
THE FOLLOWING
TERMS OF THE AGREEMENT GOVERN CUSTOMER'S USE OF THE SOFTWARE (DEFINED BELOW),
EXCEPT TO THE EXTENT: (A) THERE IS A SEPARATE SIGNED CONTRACT BETWEEN CUSTOMER
AND CISCO GOVERNING CUSTOMER'S USE OF THE SOFTWARE, OR (B) THE SOFTWARE
INCLUDES A SEPARATE "CLICK-ACCEPT" LICENSE AGREEMENT OR THIRD PARTY
LICENSE AGREEMENT AS PART OF THE INSTALLATION OR DOWNLOAD PROCESS GOVERNING
CUSTOMER'S USE OF THE SOFTWARE. TO THE EXTENT OF A CONFLICT BETWEEN THE
PROVISIONS OF THE FOREGOING DOCUMENTS, THE ORDER OF PRECEDENCE SHALL BE (1)THE
SIGNED CONTRACT, (2) THE CLICK-ACCEPT AGREEMENT OR THIRD PARTY LICENSE
AGREEMENT, AND (3) THE AGREEMENT. FOR PURPOSES OF THE AGREEMENT,
"SOFTWARE" SHALL MEAN COMPUTER PROGRAMS, INCLUDING FIRMWARE AND
COMPUTER PROGRAMS EMBEDDED IN CISCO EQUIPMENT, AS PROVIDED TO CUSTOMER BY AN
APPROVED SOURCE, AND ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS
THERETO (COLLECTIVELY, "UPGRADES"), ANY OF THE SAME WHICH HAS BEEN
RELICENSED UNDER THE CISCO SOFTWARE TRANSFER AND RE-LICENSING POLICY (AS MAY BE
AMENDED BY CISCO FROM TIME TO TIME) OR BACKUP COPIES OF ANY OF THE
FOREGOING.
License.
Conditioned upon compliance with the terms and conditions of the Agreement,
Cisco grants to Customer a nonexclusive and nontransferable license to use for
Customer's internal business purposes the Software and the Documentation for
which Customer has paid the required license fees to an Approved Source.
"Documentation" means written information (whether contained in user
or technical manuals, training materials, specifications or otherwise)
pertaining to the Software and made available by an Approved Source with the
Software in any manner (including on CD-Rom, or on-line). In order to use the
Software, Customer may be required to input a registration number or product
authorization key and register Customer's copy of the Software online at
Cisco's website to obtain the necessary license key or license file.
Customer's license
to use the Software shall be limited to, and Customer shall not use the
Software in excess of, a single hardware chassis or card or such other
limitations as are set forth in the applicable Supplemental License Agreement
or in the applicable purchase order which has been accepted by an Approved
Source and for which Customer has paid to an Approved Source the required
license fee (the "Purchase Order").
Unless otherwise
expressly provided in the Documentation or any applicable Supplemental License
Agreement, Customer shall use the Software solely as embedded in, for execution
on, or (where the applicable Documentation permits installation on non-Cisco
equipment) for communication with Cisco equipment owned or leased by Customer
and used for Customer's internal business purposes. No other licenses are
granted by implication, estoppel or otherwise.
For evaluation or
beta copies for which Cisco does not charge a license fee, the above
requirement to pay license fees does not apply.
General
Limitations. This is a license, not a transfer of title, to the Software
and Documentation, and Cisco retains ownership of all copies of the Software
and Documentation. Customer acknowledges that the Software and Documentation
contain trade secrets of Cisco or its suppliers or licensors, including but not
limited to the specific internal design and structure of individual programs
and associated interface information. Except as otherwise expressly provided
under the Agreement, Customer shall only use the Software in connection with
the use of Cisco equipment purchased by the Customer from an Approved Source
and 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 (other
than in compliance with any Cisco relicensing/transfer policy then in force),
or use the Software on Cisco equipment not purchased by the Customer from an
Approved Source or on secondhand Cisco equipment, 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 Software or create derivative
works based upon the Software, or permit third parties to do the same;
(iii) reverse
engineer or decompile, decrypt, disassemble or otherwise reduce the Software to
human-readable form, except to the extent otherwise expressly permitted under
applicable law notwithstanding this restriction or except to the extent that
Cisco is legally required to permit such specific activity pursuant to any
applicable open source license;
(iv) publish any
results of benchmark tests run on the Software;
(v) use or permit
the Software to be used to perform services for third parties, whether on a
service bureau or time sharing basis or otherwise, without the express written
authorization of Cisco; or
(vi) disclose,
provide, or otherwise make available trade secrets contained within the
Software and Documentation in any form to any third party without the prior
written consent of Cisco. Customer shall implement reasonable security measures
to protect such trade secrets.
To the extent
required by applicable law, and at Customer's written request, Cisco shall
provide Customer with the interface information needed to achieve
interoperability between the Software and another independently created
program, on payment of Cisco's applicable fee, if any. Customer shall observe
strict obligations of confidentiality with respect to such information and
shall use such information in compliance with any applicable terms and
conditions upon which Cisco makes such information available.
Software, Upgrades and
Additional Copies. NOT WITHSTANDING ANY OTHER PROVISION OF THE
AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL
COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR ACQUIRING SUCH
COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS
PAID THE APPLICABLE FEE TO AN APPROVED SOURCE FOR THE UPGRADE OR ADDITIONAL
COPIES; (2) USE OF UPGRADES IS LIMITED TO CISCO EQUIPMENT SUPPLIED BY AN
APPROVED SOURCE FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE
OR OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED;
AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP
PURPOSES ONLY.
Proprietary
Notices. Customer agrees to maintain and reproduce all copyright,
proprietary, and other notices on all copies, in any form, of the Software in
the same form and manner that such copyright and other proprietary notices are
included on the Software. Except as expressly authorized in the Agreement,
Customer shall not make any copies or duplicates of any Software without the
prior written permission of Cisco.
Term and
Termination. The Agreement and the license granted herein shall remain
effective until terminated. Customer may terminate the Agreement and the
license at any time by destroying all copies of Software and any Documentation.
Customer's rights under the Agreement will terminate immediately without notice
from Cisco if Customer fails to comply with any provision of the Agreement.
Upon termination, Customer shall destroy all copies of Software and
Documentation in its possession or control. All confidentiality obligations of
Customer, all restrictions and limitations imposed on the Customer under the
section titled "General Limitations" and all limitations of liability
and disclaimers and restrictions of warranty shall survive termination of this
Agreement. In addition, the provisions of the sections titled "U.S.
Government End User Purchasers" and "General Terms Applicable to the
Limited Warranty Statement and End User License Agreement" shall survive
termination of the Agreement.
Customer
Records. Customer grants to Cisco and its independent accountants the right
to examine Customer's books, records and accounts during Customer's normal
business hours to verify compliance with this Agreement. In the event such
audit discloses non-compliance with this Agreement, Customer shall promptly pay
to Cisco the appropriate license fees, plus the reasonable cost of conducting
the audit.
Export, Re-Export,
Transfer and Use Controls. The Software, Documentation and technology or
direct products thereof (hereafter referred to as Software and Technology),
supplied by Cisco under the Agreement are subject to export controls under the
laws and regulations of the United States (U.S.) and any other applicable
countries' laws and regulations. Customer shall comply with such laws and
regulations governing export, re-export, transfer and use of Cisco Software and
Technology and will obtain all required U.S. and local authorizations, permits,
or licenses. Cisco and Customer each agree to provide the other information,
support documents, and assistance as may reasonably be required by the other in
connection with securing authorizations or licenses. Information regarding
compliance with export, re-export, transfer and use may be located at the
following URL:
http://www.cisco.com/c/en/us/about/legal/global-export-trade/general-export/contract-compliance.html.
U.S. Government
End User Purchasers. The Software and Documentation qualify as
"commercial items," as that term is defined at Federal Acquisition
Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial
computer software" and "commercial computer software
documentation" as such terms are used in FAR 12.212. Consistent with FAR
12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any
other FAR or other contractual clause to the contrary in any agreement into
which the Agreement may be incorporated, Customer may provide to Government end
user or, if the Agreement is direct, Government end user will acquire, the
Software and Documentation with only those rights set forth in the Agreement.
Use of either the Software or Documentation or both constitutes agreement by
the Government that the Software and Documentation are "commercial
computer software" and "commercial computer software
documentation," and constitutes acceptance of the rights and restrictions
herein.
Identified
Components; Additional Terms.
The Software may contain or be delivered with one or more
components, which may include third-party components, identified by Cisco in
the Documentation, readme.txt file, third-party click-accept or elsewhere (e.g.
on
http://www.cisco.com/ ) (the "Identified
Component(s)") as being subject to different license agreement terms,
disclaimers of warranties, limited warranties or other terms and conditions
(collectively, "Additional Terms") than those set forth herein. You
agree to the applicable Additional Terms for any such Identified
Component(s)."
Limited
Warranty
Subject to the
limitations and conditions set forth herein, Cisco warrants that commencing
from the date of shipment to Customer (but in case of resale by an Approved
Source other than Cisco, commencing not more than ninety (90) days after
original shipment by Cisco), and continuing for a period of the longer of (a)
ninety (90) days or (b) the warranty period (if any) expressly set forth as
applicable specifically to software in the warranty card accompanying the
product of which the Software is a part (the "Product") (if any): (a)
the media on which the Software is furnished will be free of defects in
materials and workmanship under normal use; and (b) the Software substantially
conforms to the Documentation. The date of shipment of a Product by Cisco is
set forth on the packaging material in which the Product is shipped. Except for
the foregoing, the Software is provided "AS IS". This limited
warranty extends only to the Software purchased from an Approved Source by a
Customer who is the first registered end user. Customer's sole and exclusive
remedy and the entire liability of Cisco and its suppliers under this limited
warranty will be (i) replacement of defective media and/or (ii) at Cisco's
option, repair, replacement, or refund of the purchase price of the Software,
in both cases subject to the condition that any error or defect constituting a
breach of this limited warranty is reported to the Approved Source supplying
the Software to Customer, within the warranty period. Cisco or the Approved
Source supplying the Software to Customer may, at its option, require return of
the Software and/or Documentation as a condition to the remedy. In no event
does Cisco warrant that the Software is error free or that Customer will be
able to operate the Software without problems or interruptions. In addition,
due to the continual development of new techniques for intruding upon and
attacking networks, Cisco does not warrant that the Software or any equipment,
system or network on which the Software is used will be free of vulnerability
to intrusion or attack.
Restrictions. This warranty does not apply if the Software,
Product or any other equipment upon which the Software is authorized to be used
(a) has been altered, except by Cisco or its authorized representative, (b) has
not been installed, operated, repaired, or maintained in accordance with
instructions supplied by Cisco, (c) has been subjected to abnormal physical or
electrical stress, abnormal environmental conditions, misuse, negligence, or
accident; or (d) is licensed for beta, evaluation, testing or demonstration
purposes. The Software warranty also does not apply to (e) any temporary
Software modules; (f) any Software not posted on Cisco's Software Center; (g)
any Software that Cisco expressly provides on an "AS IS" basis on
Cisco's Software Center; (h) any Software for which an Approved Source does not
receive a license fee; and (i) Software supplied by any third party which is
not an Approved Source.
DISCLAIMER OF
WARRANTY
EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORYQUALITY, NON-INTERFERENCE,
ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW,
USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY
APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CISCO, ITS SUPPLIERS AND
LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH
IMPLIEDCONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE
EXPRESS WARRANTY PERIOD REFERRED TO IN THE "LIMITED WARRANTY" SECTION ABOVE.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY IN SUCH STATES. THIS
WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This
disclaimer and exclusion shall apply even if the express warranty set forth
above fails of its essential purpose.
Disclaimer of
Liabilities - Limitation of Liability. IF YOU ACQUIRED THE SOFTWARE IN THE
UNITED STATES, LATIN AMERICA, CANADA, JAPAN OR THE CARIBBEAN, NOTWITHSTANDING
ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF CISCO, ITS
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS
COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO
ANY APPROVED SOURCE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE
SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT.
THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT
(I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
IF YOU ACQUIRED
THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRICA, ASIA OR OCEANIA,
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY
OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND
LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID
BY CUSTOMER TO CISCO FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE
SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT.
THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT
(I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). NOTHING
IN THE AGREEMENT SHALL LIMIT (I) THE LIABILITY OF CISCO, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS TO CUSTOMER FOR
PERSONAL INJURY OR DEATH CAUSED BY THEIR NEGLIGENCE, (II) CISCO'S LIABILITY FOR
FRAUDULENT MISREPRESENTATION, OR (III) ANY LIABILITY OF CISCO WHICH CANNOT BE
EXCLUDED UNDER APPLICABLE LAW.
Disclaimer of
Liabilities - Waiver of Consequential Damages and Other Losses.
IF YOU ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA,
THE CARIBBEAN OR CANADA, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CISCO OR ITS
SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA,
BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF
THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO
USE SOFTWARE OR OTHERWISE AND EVEN IF CISCO OR ITS SUPPLIERS OR LICENSORS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR
JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF YOU ACQUIRED
THE SOFTWARE IN JAPAN, EXCEPT FOR LIABILITY ARISING OUT OF OR IN CONNECTION
WITH DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION, AND REGARDLESS OF
WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY LOST REVENUE,
PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER
CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE
USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF CISCO OR ANY
APPROVED SOURCE OR THEIR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IF YOU ACQUIRED
THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRICA, ASIA OR OCEANIA, IN NO EVENT
WILL CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS
AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOST OR DAMAGED
DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING,
WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE,
CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND
LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT FULLY APPLY TO YOU. THE
FOREGOING EXCLUSION SHALL NOT APPLY TO ANY LIABILITY ARISING OUT OF OR IN
CONNECTION WITH: (I) DEATH OR PERSONAL INJURY, (II) FRAUDULENT
MISREPRESENTATION, OR (III) CISCO'S LIABILITY IN CONNECTION WITH ANY TERMS THAT
CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Customer
acknowledges and agrees that Cisco has set its prices and entered into the
Agreement in reliance upon the disclaimers of warranty and the limitations of
liability set forth herein, that the same reflect an 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.
Controlling Law,
Jurisdiction. If you acquired, by reference to the address on the purchase
order accepted by the Approved Source, the Software in the United States, Latin
America, or the Caribbean, the Agreement and warranties
("Warranties") are controlled by and construed under the laws of the
State of California, United States of America, notwithstanding any conflicts of
law provisions; and the state and federal courts of California shall have
exclusive jurisdiction over any claim arising under the Agreement or
Warranties. If you acquired the Software in Canada, unless expressly prohibited
by local law, the Agreement and Warranties are controlled by and construed
under the laws of the Province of Ontario, Canada, notwithstanding any
conflicts of law provisions; and the courts of the Province of Ontario shall
have exclusive jurisdiction over any claim arising under the Agreement or
Warranties. If you acquired the Software in Europe, the Middle East, Africa,
Asia or Oceania (excluding Australia), unless expressly prohibited by local
law, the Agreement and Warranties are controlled by and construed under the
laws of England, notwithstanding any conflicts of law provisions; and the
English courts shall have exclusive jurisdiction over any claim arising under
the Agreement or Warranties. In addition, if the Agreement is controlled by the
laws of England, no person who is not a party to the Agreement shall be
entitled to enforce or take the benefit of any of its terms under the Contracts
(Rights of Third Parties) Act 1999. If you acquired the Software in Japan,
unless expressly prohibited by local law, the Agreement and Warranties are
controlled by and construed under the laws of Japan, notwithstanding any
conflicts of law provisions; and the Tokyo District Court of Japan shall have
exclusive jurisdiction over any claim arising under the Agreement or
Warranties. If you acquired the Software in Australia, unless expressly
prohibited by local law, the Agreement and Warranties are controlled by and
construed under the laws of the State of New South Wales, Australia,
notwithstanding any conflicts of law provisions; and the State and federal
courts of New South Wales shall have exclusive jurisdiction over any claim
arising under the Agreement or Warranties. If you acquired the Software in any
other country, unless expressly prohibited by local law, the Agreement and
Warranties are controlled by and construed under the laws of the State of
California, United States of America, notwithstanding any conflicts of law
provisions; and the state and federal courts of California shall have exclusive
jurisdiction over any claim arising under the Agreement or Warranties.
For all countries
referred to above, the parties specifically disclaim the application of the UN
Convention on Contracts for the International Sale of Goods. Notwithstanding
the foregoing, either party may seek interim injunctive relief in any court of
appropriate jurisdiction with respect to any alleged breach of such party's
intellectual property or proprietary rights. If any portion hereof is found to
be void or unenforceable, the remaining provisions of the Agreement and
Warranties shall remain in full force and effect. Except as expressly provided
herein, the Agreement constitutes the entire agreement between the parties with
respect to the license of the Software and Documentation and supersedes any
conflicting or additional terms contained in any Purchase Order or elsewhere,
all of which terms are excluded. The Agreement has been written in the English
language, and the parties agree that the English version will govern.
Product warranty
terms and other information applicable to Cisco products are available at the
following URL:
http://www.cisco.com/c/en/us/products/warranty-listing.html