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Page 1 of 9Supplemental End User License AgreementSupplemental End User License AgreementIMPORTANT: READ CAREFULLYDear Customer,THIS SUPPLEMENTAL END USER LICENSE AGREEMENT AND SAAS TERMS OF SERVICE (THIS “SEULA”)SUPPLEMENTS AND AMENDS THE CISCO SYSTEMS, INC. (“CISCO”) END USER LICENSE AGREEMENTAVAILABLE AT THE FOLLOWING WEB ADDRESS: http://www.cisco.com/go/eula (THE “EULA”). THIS SEULAFORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CISCO, INCLUDING ITS AFFILIATES, ANDGOVERNS YOUR ACQUISITION AND USE OF THE SOFTWARE AND SERVICES DESCRIBED BELOW. IN THEEVENT OF A CONFLICT BETWEEN THE EULA AND THIS SEULA, THIS SEULA GOVERNS WITH RESPECT TOTHAT CONFLICT. CERTAIN TERMS USED IN THIS AGREEMENT ARE DEFINED IN APPENDIX 1.IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITYTO BIND THE ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS SEULA,PLEASE DO NOT USE THE SOFTWARE AND SERVICES.IN ADDITION TO THIS SEULA, THE TERMS OF THE SERVICE DESCRIPTION OR OFFER DESCRIPTION FORYOUR SAAS OFFER WILL APPLY. SUCH TERMS CAN BE FOUND AThttp://www.cisco.com/web/about/doing business/legal/service descriptions/index.html . ANY DATA PRIVACY TERMSSET FORTH IN SUCH SERVICE DESCRIPTION OR OFFER DESCRIPTION ARE INCORPORATED HEREIN BYREFERENCE FOR THE SPECIFIC OFFERING.SAAS OFFERS: This SEULA covers the following offers and each of their respective associated options, ifpurchased:Enterprise Mobility Services PlatformCisco on DemandMarketplace on DemandService Exchange PlatformSocial AnalyticsControlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 2 of 91.2.Use of the Services. We grant You a limited right5.Software and Services License and Restrictions.to use the Services for Your internal business orYou may need to download and install Software to usepersonal use during the Term. You may use thethe Services. If so, We grant You a limited, personal,Services only as permitted in this Agreement, thenon-exclusive, non-transferable, non- sublicensableService Description and the Order. You will notlicense under the EULA and this section to use theresell, reframe, distribute, use on a timeshare,Software to the extent reasonably required to use theoutsourced, or service bureau basis, or otherwiseServices and only for the duration that You are entitleddirectly commercialize the sale or lease of the useto use the Services. You agree that, unless thisof the Services.Agreement or applicable law allows it, You will not (andOrders.Ordersareincorporatedintothiswill not allow third parties invited by You) to:Agreement by this reference. An Order is effectiveexcept to the extent allowed by applicable law forwhen You sign or accept (whichever happens first)interoperability purposes;and We provision the Services. Order acceptancea)use the Software to access Services other thanthe Services You are entitled to use;b)republish, frame or distribute the Software orServices to third parties, unless You are anApproved Source for the particular Services; orc)supply proprietary information about theServices, including but not limited to screenshots, product documentation, demonstrations,service descriptions, announcements, or featureroadmaps to unauthorized third parties.may be subject to Our credit approval process.You may need to provide additional information inorder to register for and/or use certain Services.You warrant that the information You provideduring the registration process is ors. In certain jurisdictions, We maysell the Services on behalf of a Cisco Affiliate,and/or may have a Cisco Affiliate or subcontractor4.provide the Services (or some portion of theYou may engage a contractor to assist You withServices), and/or You may purchase the ServicesYour implementation or use of the Services so longfrom an Approved Source. While a Cisco Affiliate oras: i) the contractor uses the Services according tosubcontractor may provide the Services or somethis Agreement; ii) the contractor acts solely for Yourportion of the Services, We are responsible forbenefit when it uses or implements the Services, andtheir performance under this Agreement.iii) You have a written agreement in place thatChanges to Services. We may enhance and/orprotects Cisco’s intellectual property and proprietarychange the features of the Services at Ourrights. You will be responsible for the acts ordiscretion as long as We do not materially reduceomissions of the contractor as it relates to their usethe core functionality of the Services. We also mayor implementation of the dditionfeaturestotheand/or“standard”Services at an additional cost.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 3 of 96.Beta Services. We may offer You the opportunity touse and evaluate Beta Services to get Your9.Term and Termination.a.Feedback. Beta Services may contain bugs, errorsand other problems and You accept the BetaServices “AS-IS.” We give You no warranty of anykind and are not responsible for any sort of problemsor issues related to Your use of a Beta Services.You may be required to provide Feedback to useBeta Services. We make no representations,promises or guarantees that the Beta Services willever be generally released. If a Beta Services isdiscontinued,unlessotherwise providedinaseparate written agreement, We will give Youreasonable advanced notice that the Beta Service isbeing discontinued so that You can download YourContent. After that, We may suspend or terminateaccess to the Beta Service and delete any Contentor data on the Beta Service without any liability toYou.7.Evaluation Services. If We give You access to theServices for evaluation purposes, You can only usethe Services in a non-production environment andfor the period We notify You of in writing. If there isno evaluation period identified, then the Services willbe available for 30 days from when You first accessthe Services. Regardless of any other terms in thisAgreement, the Services provided for evaluationpurposes are provided “AS-IS” without any expressor implied support or warranty of any kind. If Youviolate this Section, We may charge You fees forYour use.8.Ancillary and Professional Services. We willb.Term and Termination of Orders. The “Initial Term”of an Order starts on the date the Services areavailable for use by You and lasts for the time periodstated in the Order. After the Initial Term, unlessprohibited by applicable law or the Order statesotherwise, there will be an automatic “RenewalTerm” of the same length of time unless You notifyUs in writing that You do not want to renew theServices at least 30 days before the end of the Initialor then current Renewal Term. If the fees willchange for the Renewal Term, Cisco will notify Youreasonably in advance of the Renewal, and in timefor You to accept or reject renewing the Services. IfYou agree with the fee changes, You may donothing and the new fees willapply for theupcoming Renewal Term. Either party mayterminate an Order by providing the other partywritten notice of termination at least 30 days beforethe end of such Initial or Renewal Term. Thetermination will be effective on the last day of theInitial or Renewal Term in effect and You will pay forthe Services until the end of current Initial orRenewal Term, regardless of when You providednotice.Term and Termination of Agreement. ThisAgreement starts on the date You submit Yourfirst Order. Either party may terminate thisAgreement upon 30 days prior written notice tothe other party, with or without cause, effectivewhen all of Your Orders expire or are terminated.Each party may terminate this Agreement andany impacted Orders by giving written notice tothe other party if the other party materiallybreaches this Agreement and does not cure thatbreach within 30 days after receiving writtennotice of the breach.provide training and/or support if it is specified in theOrder. If We provide training and/or support, We willprovide it as described in the applicable ServiceDescription. If Ancillary services (e.g., training orconfiguration of the Services) are included as a partof the Services, it will be specified in the ServiceDescription or Order. Those ancillary services will n. If You wish to order professionalservices (e.g., consulting, transformational services,etc.), those services will be subject to a separatewritten agreement.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 4 of 9c.Events Upon Termination. If this Agreementis terminated for any reason, subject to theCisco Acceptable Use Policy (as defined inAppendix 1 below): (i) We will make Your lawfulContent available to You for a reasonableperiod of time and (ii) You will pay Us for theServices(s) provided up to the date oftermination.d.Survival. The following provisions will survivethe expiration or termination of this Agreement:Sections 7 and any payment provisions setforth in the Order (as to amounts due andowing as of this Agreement’s expiration ortermination date), 11, 12(c), 12(d), 14 (to theextent Cisco has such information), 15, 16, 17,18 and 19. Upon any termination of thisAgreement, You must cease any further use ofthe Services and destroy any copies ofSoftware within Your control.United States or other countries or jurisdictionsoutside Your country as a part of the Services.We will obtain appropriate agreements with OurAffiliates, subcontractors and agents consistentwith this Agreement and Our PrivacyStatement. Additional information about Ourprivacy practices may be in the applicableDocumentation and Service Description, and inOur Privacy Statement.c.Consent. You are responsible for obtainingconsent from Your Users to this collection, use,processing and transfer of Content andSubmission Data.d.Contact. You agree that We may contact Youvia e-mail or otherwise with informationrelevant to Your use of the Services and Yourpayment obligations. You also agree to haveYour name and/or email address listed in theheader of certain communications You initiatethrough the Services.10. Credentials. You agree to promptly notify Us of anyunauthorized use of Your account of which Youbecome aware. You agree to use at least12. Content.a.Ownership of Content. We make no claim toYour Marks and Content and We will not sellYour Content to third parties.b.Responsibility for the Content and Services.You are solely responsible for Your and YourUsers’ Content and Your and Your Users’ useof the Services. Unless explicitly provided in aService Description, We are not liable to You,Your Users or Your customers for any loss ordamages arising from any Content. We do notendorse and have no control over what Userssubmit to a Site. We cannot guarantee theaccuracy of any Content provided by You or byother users.c.License. You grant Us a world-wide, royaltyfree, sublicensable license to use, modify,reproduce and distribute the Content, only asreasonably required to provide the Services(e.g., Cisco may encrypt Your Content whichinvolves use, reproduction and modification ofYour Content). Where the Services include apublicly accessible Site with Your Content, Wemay also publicly perform or publicly displayYour Content. You warrant that You havesufficient, lawful non-infringing rights to theContent and to grant the license contained inthis Section.reasonable means to protect Your account zed disclosure or use by third parties.11. Privacy and Data Protection.a.Content. W e will not monitor Content, except:(i) as needed to provide, support or improve theprovision of the Services, (ii) investigatepotential or suspected fraud, (iii) whereinstructed or permitted by You, or (iv) asotherwise required by law or to exercise orprotect Our legal rights.b.Data Protection and Data Privacy. W e willcollect, use and process Content andSubmission Data only in accordance withCisco’sPrivacyStatement(whichisincorporated into this Agreement by reference)and to the extent reasonably required toprovide the Services. We will also comply withall applicable data privacy laws in theperformance of the Services. As a part of thatcompliance, We will use at least industrystandard technical, procedural and physicalmeans to protect against unauthorized access,use or disclosure of Personal Information.Unless a Service Description explicitly statesotherwise, We may transfer, copy, backup andstore Your Content and Submission Data in theControlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 5 of 9d.Violation. Unless a Service Descriptionexplicitly states otherwise, We do not monitorYour Content, Sites, or Use of the Services.You will comply with the Cisco Acceptable UsePolicy (“AUP”) (or as attached to thisAgreement), or as otherwise specified in theapplicable Service Description. We mayinvestigate any complaints and violations orsuspected violations of this Agreementregarding the Content or violations of the AUPthat comes to Our attention. If We reasonablydetermine there is a breach of this Agreementregarding the Content or a violation of the AUPWe may take action without liability to remedythe violation (e.g., refuse to post or removeviolating Content, or restricting, suspending, orterminating Your or Your User’s access to aSite or Services). We will make commerciallyreasonable efforts to notify You before takingsuch actions so that You can remedy the issue.However, We reserve the right to actimmediately if We reasonably believe thatallowing such Content or use of the Serviceswould expose Us to civil, regulatory or criminalliability. You agree to indemnify, defend andhold harmless Us from any and all third partyclaims, liability, damages and/or costs(including, but not limited to, attorneys’ fees)arising from Your or Your Users’ violation of theAUP.13. Warranty and Warranty Disclaimer.a.Cisco warrants that the Services will materiallycomply with its published specifications. If Webreach this warranty, We will (at Our option)repair or replace the Services within areasonable time period or refund the fees forthe period in which the Services did notmaterially conform to its specifications. This isYour only remedy for breach of the warrantyabove and cannot be used with other reliefmechanisms (e.g., You cannot claim a breachof warranty and collect eligible SLA credits forthe same event). In order to receive thisremedy You must promptly notify Us of abreach of this warranty. The ServiceDescription may provide for additional orsubstitute warranties or performance standardsif expressly provided for in the ServiceDescription.b.EXCEPT AS EXPRESSLY STATED IN THISSECTION 16, TO THE EXTENT ALLOWED SUPPLIERSANDAFFILIATES,(i)EXPRESSLY DISCLAIM ALL WARRANTIESAND CONDITIONS OF ANY KIND, EXPRESSOR IMPLIED, INCLUDING W ITHOUTLIMITATION ANY WARRANTY, CONDITIONOR OTHER IMPLIED TERM AS TOMERCHANTABILITY, FITNESS FOR APARTICULARPURPOSEORNONINFRINGEMENT AND (ii) MAKE INFORMATION, MATERIALS, GOODS ORSERVICES OBTAINED THROUGH THESERVICES OR THE SITES, OR THAT THESERVICES WILL MEET ANY OF YOURREQUIREMENTS, OR BE UNINTERRUPTED,TIMELY, SECURE OR ERROR FREE.In addition, the Services are not designed orlicensed for use in environments requiring failsafe controls (e.g., energy facilities, aircraftnavigation/communication systems, life supportor weapons systems).14. Limitation of Liability. Neither party shall be liablefor the following damages or losses that relate to orarise from the Agreement or the Services:a)any indirect, incidental, exemplary, special,punitive or consequential damages;b)loss or corruption of data;c)loss of revenues, profits, goodwill, reputation,or anticipated sales;d)anticipated savings; ore)wasted administrative time.These exclusions apply to Cisco’s suppliers andapply regardless of the theory of liability, even if youare unable to use the Services. These exclusionsapply even if either party has been advised of thepossibility of such damages. However, the aboveexclusions will not apply to Your liability for amaterial breach by You of Cisco’s intellectual orproprietary rights.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 6 of 9To the extent allowed by law, the maximum liabilityof Cisco (which includes, collectively, its Affiliates,officers, directors, employees, agents, suppliers andlicensors) and any Approved Source to You shallnot exceed the fees paid by You to Cisco or anyApproved Source during the 12 months before thelast event that gave rise to Your claim. Thislimitation of liability applies whether the claims arecontract, tort (including negligence), or otherwise.This limitation of liability for Services is in theaggregate and not per incident. Except for Yourbreach of Cisco’s intellectual or proprietary rights,neither party may bring a claim under thisAgreement more than 18 months after the eventthat creates the action or claim.15. Ownership and Proprietary Rights.a.Ownership. Cisco and its licensors own allintellectual property rights to the Services,Software and Documentation. This ownershipextends to all copies and portions of theseitems, and all improvements, enhancements,modifications and derivative works to theseitems. Therefore, Your right to use the Servicesis a limited right to use, not a transfer ofownership or title, to the Services, Software,and Documentation. Your rights to use theSoftware and Documentation are limited tothose rights expressly granted by thisAgreement. You get no other rights to theSoftware, Documentation, or Services or anyrelated intellectual property rights in theSoftware.b.Feedback License. You grant to Us aworldwide,non-exclusive,perpetual,irrevocable license to use or transfer anyFeedback You give Us for any purpose. Wecan also create and distribute any product orservice that incorporates Your feedback withoutpaying You any royalties.c.Use of Your Name and Logo. The Servicemay allow use of Your Marks with the Service.We may use Your Marks to create a cobranded Site as part of delivery of the Servicesif so indicated in the Order. Nothing in thisAgreement transfers to Us any rights orownership in or to Your Marks.d.Infringement Concerns. If You believe thatYour copyright or other rights have beeninfringed by Content on the Services, pleasecontact Our Designated Agent for notice ofclaims of copyright infringement:Office of General CounselCisco Systems, Inc.170 West Tasman DriveSan Jose, CA 95134Attn: Copyright Agentemail: DMCAagent@cisco.com16. General.a.Order of Precedence and Integration. If anyprovision of this Agreement and any ServiceDescription(s) or Order conflict, the terms of theService Description(s) or Order shall control. Ifany provision of the Order and any ServiceDescription(s) conflict, the terms of the ServiceDescription shall control. This Agreement(including any documents or sites that areincorporated into the Agreement) is the entireagreement between the parties with respect tothe Services and trumps any conflicting oradditional terms. Neither party shall be boundby any additional or different terms from thosein this Agreement that might appear in anyacknowledgements,purchaseorders,quotations, proposals, or in any othercommunications between us, unless thoseterms are expressly agreed to by a writtensigned amendment to this Agreement. Anywarranties or representations You relied on toenter into this Agreement are in thisAgreement.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 7 of 9b.Updates to this Agreement. We may updatethe terms of this Agreement from time to time.If We do, We will post the updated terms or willotherwise notify You. If You renew the Term, orpurchase additional Services, after the updatedAgreement has been posted, You agree to theupdated terms unless Your existing Agreementwith Us expressly prohibits updating theAgreement by this mechanism.g.Third Party Products. Sometimes when youuse the Services, You may also use a serviceor purchase goods which are provided byanother person or company. Your use of theseother services or goods may be subject toseparate terms between You and the companyor person concerned, and You agree that Weshall have no liability or obligation relating tothose services or goods.c.Waiver. Failure to enforce any right under thisAgreement will not waive that right.h.d.Severability. If any particular term of thisAgreement is not enforceable, this will notaffect any other terms.e.Legal Compliance. You will comply with allapplicable laws and regulations related to Yourreceipt and use of the Services. These lawsinclude (without limitation): (a) privacy laws andregulations, (b) laws relating to the recording ofcommunications, (c) laws relating to the use ofVoIP-based services, and (d) anti-corruptionlaws. It is Your sole responsibility to ensureYou have the right to use all features of theServices in Your jurisdiction. The Services maynot be available in all countries and it may notbe available for use in any particular location.We may modify or discontinue Servicesfeatures to comply with applicable laws andregulations. Cisco will comply with allapplicable laws in the provision of the Servicesto You.Notices. We may provide You with notice viaemail, regular mail and/or postings on Ourwebsite. Notices to Us should be sent to CiscoSystems, Office of General Counsel, 170Tasman Drive, San Jose, 95134 unless thisAgreement, Service Description or Orderspecifically allow other means of notice.f.Export Compliance. The Services andSoftware are subject to local and extraterritorialexport control laws and regulations. You shallcomply with such laws and regulationsgoverning use, export, re-export, and transferof Services and Software and will obtain allrequiredlocalandextraterritorialauthorizations, permits or licenses. You andYour Users will not use the Services from anembargoed country (currently Cuba, Iran, NorthKorea, Sudan and Syria). You warrant that Youand Your Users are not on any U.S.Government denied party list. The exportobligations under this Section shall survive theexpiration or termination of this Agreement.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 8 of 9Appendix 1: Glossary of Terms“Acceptable Use Policy” means Cisco’s then current statement regarding Your and Your end user’s acceptable useof the Service, located at: http://www.cisco.com/web/about/doing ptable- use-policy.html and includes any applicable Service-specific supplemental information.“Affiliate” is any entity that one of us Controls or that Controls one of us. “Control” means: (a) that entity directly orindirectly owns more than 50% of one of us; or (b) that entity has the ability to direct the affairs of one of us throughany lawful means (e.g., a contract that allows control).“Approved Source” means Cisco or a Cisco authorized reseller, distributor or systems integrator.“Beta Services” means a “beta” or pilot version of part or all of a Service which is not a final release and which mayexhibit errors or other inconsistencies.“Cisco” means Cisco Systems, Inc. or its applicable Affiliate.“Content” means all visual, written or audible communications, files, data documents, videos, recordings, or anyother material displayed, posted, uploaded, stored, exchanged or transmitted on or through Your use of the Servicesor otherwise provided on a Site.“Documentation” means the technical documentation describing the Services, which may be in electronic or hardcopy form.“Feedback” means all spoken or written communications You provide Us regarding the Services.“Marks” means trade names, logos and other trademarks or service marks.“Order” means an ordering document that identifies the duration, type and quantity of the Services You order underthis Agreement and the associated fees. The Order will attach or include a link to the applicable Service Descriptionand/or Documentation.“Personal Information” means any information that can be used to identify an individual as described in Cisco’sPrivacy Statement.“Privacy Statement” means Cisco’s then current statement regarding its treatment, use and protection of YourContent and Submission Data, located at: html and includes anyapplicable Service-specific supplemental privacy information.“Services”, also referred to in some documents as the “Offering”, means a Cisco software as a service (SaaS)offering that You purchase with an Order, as described in the applicable Service Description and/or any associatedDocumentation.“Service Description”, also referred to in some documents as the “Offer Description”, means a description of thebusiness and additional terms of the applicable Service(s) that is attached to or references this Agreement (currentlylocated at http://www.cisco.com/go/servicedescriptions, or at another URL designated by Cisco), which isincorporated into this Agreement. A Service Description provides an overview of the Service(s), business terms, andany additional terms related to the Service(s).“Site” means a website or online space related to the Services.“Software” means any software We provide You, for Your use with the Services.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
Page 9 of 9“Submission Data” means certain technical data and related usage information that may be collected by certainServices or submitted by You, as set forth in the applicable Service Description. For clarity Submission dataexcludes Content but may include references to Content (e.g., an error submission report may reference that theUser was attempting to upload a video file).“Term” means the length of time You can use the Services as specified in this Agreement or an Order.“User” means You and Your employees, contractors, agents and/or third parties (invited by You) who use theServices.“We,” “Our” or “Us” means Cisco.“You” or “Your” means the individual, company or other legal entity entering into this Agreement, which mayinclude its Affiliates, as set forth in the applicable Order.Controlled Doc. # EDCS-12163719 Ver: 1.1 Last Modified: Tue Feb 06 10:58:06 PST 2018CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx
CISCO PUBLIC INFORMATION, enterprise-mobility-services-platform-seula.docx Supplemental End User License Agreement IMPORTANT: READ CAREFULLY Dear Customer, THIS SUPPLEMENTAL END USER LICENSE AGREEMENT AND SAAS TERMS OF SERVICE (THIS "SEULA") SUPPLEMENTS AND AMENDS THE CISCO SYSTEMS, INC. ("CISCO") END USER LICENSE AGREEMENT
