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Page 1 of 9GENERAL TERMS AND CONDITIONSINVENTORY AND REPORTING TOOL SET AGREEMENTThis document describes Cisco's Inventory andReporting Tool Set ("Inventory Tool"), and theterms and conditions under which you ("you" or"Customer") may (a) use the Inventory Tool, or(b) permit an Authorized Channel to use theInventory Tool on your behalf, to obtain detailedinformation about your Cisco equipment andnetwork.Direct Access from Cisco.If you havepurchased or obtained access to the InventoryTool directly from Cisco, this document isincorporated into your Master ServicesAgreement (MSA) or other applicable writtenagreement related to Cisco's provision ofservices to you.All capitalized terms notdefined in the Supplemental Glossary of Termsat the end of this document have the meaningsascribed in the MSA or other applicable writtenagreement. If not already covered in your MSAor other applicable written agreement, go/servicedescriptionsalso apply to the Inventory Tool: (a) Glossary ofTerms, (b) List of Services Not Covered, and (c)Severity and Escalation Guidelines. In the eventof a conflict between these General Terms andConditions and your MSA or other writtenagreement,theseGeneralTermsandConditions shall govern.Access via Cisco-Authorized Channel. If youhave purchased or obtained access to, or arepermitting or participating in the use of, theInventory Tool through a Cisco-AuthorizedChannel, this document is for descriptionpurposes only; it is not a contract and does notcreate any rights or obligations for you or Cisco.The contract, if any, governing the provision of,or your participation in the use by an AuthorizedChannel of, the Inventory Tool will be the onebetween you and your Cisco AuthorizedChannel.Your Cisco Authorized Channelshould provide this document to you; or you canobtain a copy of these General Terms riptions. AllcapitalizedtermsnotdefinedintheSupplemental Glossary of Terms at the end ofthis document have the meanings ascribed inthe Glossary of Terms posted at the above URL.The following documents posted at the aboveURL also apply to the Inventory Tool: (a) List ofServices Not Covered, and (b) Severity andEscalation Guidelines.Summary of Inventory and Reporting ToolSet. The Inventory Tool is a tool that enablesCisco (or an Authorized Channel, as applicable)proactively to collect and analyze data aboutinventory in a Customer's networks, and providesuch information back to the Customer.Specifically: The Inventory Tool uses a network profilingsoftware tool called Cisco Network Collector(CNC), for the purposes of collectinginformation relating to network configurationand inventory.CNC typically retrievesnetwork data elements in Customer's networkin two steps: (1) "Network Discovery" toidentify devices on the network (which mayinclude importation of a seed file to shortenthe process), and (2) "Inventory Process" tocollect data elements from each devicediscovered in the network. Transfer of Customer Network Information toCisco is enabled through Cisco's TransportGateway and related software. Customer Network Information is processedand stored via an industry standard platformthat enables the generation of InventoryReports accessible to the Customer throughCisco.com.Cisco Responsibilities and Agreements Cisco will store and analyze the CustomerNetwork Information collected in connectionwith the Inventory Tool, and upon requestfrom Customer, will use commerciallyreasonable efforts to generate and makeavailable to Customer, via Cisco.com, one ormore Inventory Reports.Controlled Doc. #EDM-109766656 Ver: 1.0Last Modified:1/29/2014 8:13:02 PM This document is Cisco PublicInformation. General Terms and Conditions Inventory and Reporting Tool Set.doc
Page 2 of 9 Cisco will provide technical support via email(ir-support@cisco.com) as Cisco may deemnecessary for Customer to properly install andoperate the Inventory Tool. Cisco will alsopost documentation regarding the InventoryTool at Cisco.com. Cisco may use and store Customer NetworkInformationatCisco'sdiscretionforcommercial and business purposes.to provide proactive support services toCustomerthroughCisco'sTechnicalAssistance Center.Termination.Customer acknowledges andagrees that Cisco may, in its discretion at anytime, discontinue the Inventory Tool and/orterminate Customer's access to the InventoryTool and/or Inventory Reports.License.Customer Responsibilities and Agreements Customer authorizes Cisco (or an AuthorizedChannel, as applicable) to run, on one ormore computers connected to Customer'snetwork, the Inventory Tool in order to collect,use and analyze Customer NetworkInformation, and to generate reports regardingCustomer's network and equipment. Customer is responsible for providing andobtaining all hardware and software, asspecified by Cisco, necessary to support theInventory Tool. Customer will protect and keep confidentialthe passwords and other mechanismsprovided by Cisco for access to the InventoryTool; and Customer will not re-host, link,frame or permit any linking or other electronicconnection to the Inventory Tool throughCustomer's web site or otherwise. Customer will promptly provide to Cisco anyadditional information that may be required byCisco to enable it to generate InventoryReports. Customer will Access the Inventory Toolsolely for the purpose of obtaining InventoryReports about its own network (or forAuthorized Channels, the network of its ownend user customers), for the purpose of assetmanagement. Customer agrees that Cisco may useCustomer Network Information to generateInventory Reports, and for other commercialand business purposes as Cisco deemsappropriate. Among other things, Cisco mayuse Customer Network Information (1) todetermine if equipment is covered by Ciscosupport service agreements, (2) to help Ciscounderstand Customer's network configuration,and product and development needs, and (3)Subject to the terms and conditions herein,Cisco grants to Customer a limited, revocable,non-exclusive, non-transferable license, inobject code form only, to Access the InventoryTool and related Documentation.All title, rights and interest in and to theInventory Tool and Documentation, includingany intellectual property rights contained orembodied therein, is and shall remain theexclusive property of Cisco. Customer agreesnot to decompile, disassemble or reverseengineer any software contained in or otherwiseassociated with the Inventory Tool (except asmay be authorized by applicable lawnotwithstanding this restriction), or make copiesof the Documentation other than as permitted byCisco herein. To the extent required by law, andat Customer's written request, Cisco shallprovide Customer with the interface informationneeded to achieve interoperability between thesoftware related to the Inventory Tool andanother independently created program, onpayment of Cisco's applicable fee, if any.Customer shall observe strict obligations ofconfidentiality with respect to such informationand shall use such information in compliancewith any applicable terms and conditions uponwhich Cisco makes such information available.Access to the Inventory Tool by Customer (or anAuthorized Channel, as applicable) is subject toyour acceptance of the End User LicenseAgreement (attached as Appendix A andincorporated into these General Terms andConditions).Confidential Information.Cisco and Customer acknowledge that, inconnection with access to or use of theInventory Tool by Customer or an AuthorizedChannel, Cisco (and the Authorized Channel, asapplicable) may obtain information relating toyou and your network, which is of a confidentialControlled Doc. #EDM-109766656 Ver: 1.0Last Modified:1/29/2014 8:13:02 PM This document is Cisco PublicInformation. General Terms and Conditions Inventory and Reporting Tool Set.doc
Page 3 of 9andproprietarynature("ConfidentialInformation"). Cisco will at all times keep in trustand confidence all such Confidential Information,and will use such Confidential Information onlyfor Cisco's business purposes, or otherwise asauthorized by you; and Cisco will not disclosesuch Confidential Information to third ing the foregoing, Cisco maydisclose your Confidential Information to whoareunderappropriateconfidentiality obligations and who have abusiness need to access such information forCisco's business purposes. The obligations ofconfidentiality shall not apply to informationwhich (a) has entered the public domain exceptwhere such entry is the result of the receivingparty’s breach of this Authorization; (b) prior todisclosure hereunder was already rightfully inthe receiving party’s possession; (c) subsequentto disclosure hereunder is obtained by thereceiving party on a non-confidential basis froma third party who has the right to disclose suchinformation to the receiving party.The Inventory Tool (and related software) areconfidential to Cisco and its licensors. Customerwill (a) hold the Inventory Tool (and relatedsoftware) in confidence, (b) not disclose thecontents of the Inventory Tool (and relatedsoftware) to third parties, and (c) allow access tothe Inventory Tool (and related software) only byemployees of Customer with a need to know forpurposes of Accessing the Inventory Tool (andrelated software).Limitation of Liability; Disclaimers;Warranties.ACCESS TO THE INVENTORY TOOL ANDALL REPORTS, DOCUMENTATION ANDOTHERINFORMATIONPROVIDEDINCONNECTION THEREWITH, ARE PROVIDEDTO CUSTOMER ON AN "AS IS" BASIS. THEINFORMATION COLLECTED AND PROVIDEDIN CONNECTION WITH THE INVENTORYTOOL IS NOT REPRESENTED TO BECOMPLETE OR ACCURATE; AND CISCODISCLAIMS ALL REPRESENTATIONS ANDWARRANTIES (EXPRESS OR IMPLIED)RELATING TO THE INVENTORY TOOL ANDALL REPORTS, DOCUMENTATION ANDOTHER INFORMATION GENERATED INCONNECTION THEREWITH, INCLUDING BUTNOT LIMITED TO THE WARRANTIES RTICULARPURPOSE.CUSTOMER EXPRESSLY ACKNOWLEDGESAND AGREES THAT IT IS SOLELYRESPONSIBLE FOR THE DETERMINATIONAND IMPLEMENTATION OF ITS NETWORK,DESIGN,BUSINESS,OROTHERREQUIREMENTS. CISCO SHALL NOT BERESPONSIBLE FOR THE FAILURE OF THEINVENTORY TOOL, INVENTORY REPORTSAND/OR RELATED SOFTWARE TO MEETUSER’S NETWORK, DESIGN, BUSINESS, OROTHER REQUIREMENTS.IN NO EVENTSHALL CISCO BE LIABLE FOR THEACCURACY OR COMPLETENESS OF INFORMATION PROVIDED IN CONNECTIONWITH THE INVENTORY TOOL.IN NO EVENT SHALL CISCO'S TOTALLIABILITY TO CUSTOMER IN CONNECTIONWITH, ARISING OUT OF OR RELATING TOACCESS OR USE OF THE INVENTORY NECTION THEREWITH, EXCEED FIVEHUNDRED DOLLARS (US 500.00).CISCO SHALL NOT BE LIABLE FOR ESINCONNECTION WITH, ARISING OUT OF ORRELATING TO THE USE OF THE FORMATIONGENERATEDINCONNECTION THEREWITH, OR FOR THELOSS OF DATA, INFORMATION OF ANYKIND, BUSINESS, PROFITS, OR OTHERCOMMERCIAL LOSS, HOWEVER CAUSED,WHETHER ARISING IN CONTRACT, TORT(INCLUDINGNEGLIGENCE),OROTHERWISE, AND WHETHER OR NOTCISCO HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGE. Somestates do not allow the exclusion or limitation ofincidental or consequential damages, so theabove limitation or exclusion may not apply toyou.Controlled Doc. #EDM-109766656 Ver: 1.0Last Modified:1/29/2014 8:13:02 PM This document is Cisco PublicInformation. General Terms and Conditions Inventory and Reporting Tool Set.doc
Page 4 of 9Supplemental Glossary of Terms for Cisco Inventory and Reporting Tool Set"Access" means to access the Inventory Tool for the purpose of generating and analyzing InventoryReports solely for Customer's internal use."Customer Network Information" means the information about Customer's network that is collected,stored and analyzed in connection with the Inventory Tool, and may include, without limitation, thefollowing information: configurations (including running configurations and startup configurations),product identification numbers, serial numbers, host names, equipment locations, IP addresses, systemcontacts, equipment models, feature sets, software versions, hardware versions, installed memory,installed flash, boot versions, chassis series, exceptions to such information (e.g., duplicate host name,duplicate IP address, device running interim release image), slot IDs, card types, card families, firmwareversions, and other network and inventory information as deemed appropriate by Cisco."Inventory Report" means a report generated by Cisco in connection with the Inventory Tool, based onCustomer Network Information. The information contained in Inventory Reports may include part or all ofthe collected Customer Network Information, as well as product alert information and such otherinformation as Cisco deems appropriate."Inventory Tool" means Cisco's network Inventory and Reporting Tool Set as described herein, whichenables Cisco (or an Authorized Channel, as applicable) to run, on one or more computers connected toa Customer's network, the Inventory Tool in order to collect, analyze and provide reports regardingCustomer Network Information.Controlled Doc. #EDM-109766656 Ver: 1.0Last Modified:1/29/2014 8:13:02 PM This document is Cisco PublicInformation. General Terms and Conditions Inventory and Reporting Tool Set.doc
Page 5 of 9APPENDIX ATOGENERAL TERMS AND CONDITIONS OF INVENTORY AND REPORTING TOOL SETEnd User License AgreementIMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARECONSTITUTES ACCEPTANCE OF THIS AGREEMENT.CISCO IS WILLING TO LICENSE THE TRANSPORT GATEWAY SOFTWARE ("SOFTWARE") TO YOUONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THISLICENSE AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THEEQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE BINDING YOURSELF AND THEBUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “CUSTOMER”) TO THISAGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THENCISCO IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) DO NOT DOWNLOAD,INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULLREFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAYRETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUNDEXPIRES THIRTY (30) DAYS AFTER PURCHASE FROM CISCO OR AN AUTHORIZED CISCORESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.The following terms of this End User License Agreement (“Agreement”) govern Customer’s access anduse of the Software, except to the extent (a) there is a separate signed agreement between Customerand Cisco governing Customer’s use of the Software, or (b) the Software includes a separate “clickaccept” license agreement as part of the installation and/or download process. To the extent of a conflictbetween the provisions of the foregoing documents, the order of precedence shall be (1) the signedagreement, (2) the click-accept agreement, and (3) this End User License Agreement.You represent and warrant that you are over 18 years of age, and (if applicable) that you are authorizedto accept this agreement on behalf of the organization or entity you represent. This Agreement applies toupdates, supplements, add-on components, and Internet-based services components of the Software thatCisco may provide or make available to Customer unless Cisco provides other terms with the update,supplement, add-on component, or Internet-based services component.License. Conditioned upon compliance with the terms and conditions of this Agreement, Cisco Systems,Inc. or its subsidiary or affiliate licensing the Software instead of Cisco Systems, Inc. (“Cisco”), grants toCustomer a nonexclusive and nontransferable license to use for Customer’s internal business purposesthe Software and the Documentation for which Customer has paid the required license fees.“Documentation” means written information (whether contained in user or technical manuals, trainingmaterials, specifications or otherwise) specifically pertaining to the Software and made available by Ciscowith the Software in any manner (including on CD-Rom or online).Unless otherwise expressly provided in the Documentation, Customer shall use the Software solely asembedded in, for execution on, or (where the applicable documentation permits installation on non-Ciscoequipment) for communication with Cisco equipment owned or leased by Customer and used forCustomer’s internal business purposes.General Limitations. This is a license, not a transfer of title, to the Software and Documentation, andCisco retains ownership of all copies of the Software and Documentation. Customer acknowledges thatthe Software and Documentation contain trade secrets of Cisco, its suppliers or licensors, including butnot limited to the specific internal design and structure of individual programs and associated interfaceControlled Doc. #EDM-109766656 Ver: 1.0Last Modified:1/29/2014 8:13:02 PM This document is Cisco PublicInformation. General Terms and Conditions Inventory and Reporting Tool Set.doc
Page 6 of 9information. Accordingly, except as otherwise expressly provided under this Agreement, Customer shallhave no right, and Customer specifically agrees not to: transfer, assign or sublicense its license rights to any other person or entity, or use the Software onunauthorized or secondhand Cisco equipment, and Customer acknowledges that any attemptedtransfer, assignment, sublicense or use shall be void; make error corrections to or otherwise modify or adapt the Software or create derivative works basedupon the Software, or permit third parties to do the same; reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to humanreadable form, except to the extent otherwise expressly permitted under applicable lawnotwithstanding this restriction; use or permit the Software to be used to perform services for third parties, whether on a servicebureau or time sharing basis or otherwise, without the express written authorization of Cisco; or disclose, provide, or otherwise make available trade secrets contained within the Software andDocumentation in any form to any third party without the prior written consent of Cisco. Customershall implement reasonable security measures to protect such trade secrets.To the extent required by law, and at Customer's written request, Cisco shall provide Customer with theinterface information needed to achieve interoperability between the Software and another independentlycreated program, on payment of Cisco's applicable fee, if any. Customer shall observe strict obligationsof confidentiality with respect to such information and shall use such information in compliance with anyapplicable terms and conditions upon which Cisco makes such information available.Software, Upgrades and Additional Copies. For purposes of this Agreement, “Software” shall include(and the terms and conditions of this Agreement shall apply to) computer programs, including firmware,as provided to Customer by Cisco or an authorized Cisco reseller, and any upgrades, updates, bug fixesor modified versions thereto (collectively, “Upgrades”) or backup copies of the Software licensed orprovided to Customer by Cisco or an authorized Cisco reseller. NOTWITHSTANDING ANY OTHERPROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANYADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCHCOPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE ANDHAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OFUPGRADES IS LIMITED TO CISCO EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL ENDUSER PURCHASER OR LICENSEE OR WHO OTHERWISE HOLDS A VALID
also apply to the Inventory Tool: (a) Glossary of Terms, (b) List of Services Not Covered, and (c) Severity and Escalation Guidelines. In the event of a conflict between these General Terms and Conditions and your MSA or other written agreement, these General Terms and Conditions shall govern. Cisco
