Cisco Cloud Services Agreement

The agreement between you and Cisco ("Agreement") consists of

If ordering the Services directly from Cisco, the Order you submit to Cisco;
the Service Descriptions of the Services you have ordered;
the Acceptable Use Policy set out here ("AUP); and
the terms set out below.

To the extent there is a conflict between any of the above, the order of precedence is as set out above.
Certain terms in this Agreement are defined in Appendix 1.

Ordering, scope and entitlement

This Agreement governs your purchase, access to and use of the Services. Cisco agrees to provide you the Services for the term specified in an Order. You may purchase Services by issuing an Order, which is subject to credit approval by Cisco, if ordered directly from Cisco. If you purchase the Services from a Cisco Reseller or another provider, your use of such Services, including terms of sale, service and payment, may be subject to separate or additional terms between you and the Reseller or provider, provided at time of Order. Cisco shall have no liability or obligation for Services provided or delivered by a third party.
The applicable Service Description(s) exclusively define the scope of the Services that Cisco shall provide to you. Cisco may modify the computing environment used to provide Services, as long as such changes do not materially degrade the features, functionality or security of the Service. Cisco may change the features or functionality of the Services, including terminating availability of any Service, subject to giving you at least 30 days' prior notice of such changes. Such changes will become effective only upon your renewal of the affected Services.
Cisco grants you a limited right to use the Services during the Term. You may also need to install software to use the Services ("Software"). Cisco and its licensors own all intellectual property rights to the Services, Software and related documentation. Cisco grants you a non-exclusive, non-transferable, non-sublicensable license to use such Software and documentation to the extent reasonably required to use the Services and only for the duration that you are entitled to use the Services. Use of the Software will be subject to the terms set out in the relevant license agreement which we will provide to you.
You may permit your suppliers, subcontractors and other related third parties to use the Services solely on your behalf. You are solely responsible for all Services usage using your account number, password, or other login credential ("Credentials"). You agree to use reasonable means to protect your Credentials from unauthorized disclosure or use by third parties.
Cisco reserves all rights to the Services Software and documentation not expressly granted under this Agreement.
Cisco may provide access to the Services to certain Customers for evaluation purposes. In such event, Customer can only use the Services in a non-production environment and for the period Cisco agrees to in writing. If there is no evaluation period identified, then the Services will be available for 30 days from when Customer first accesses the Services. Regardless of any other terms in this Agreement, the Services provided for evaluation purposes are provided "AS-IS" without any express or implied support or warranty of any kind (e.g. SLAs will not apply). If Reseller or Customer violates the terms set forth in this Section, Cisco may charge for Customer's use.

Fees and payment

If the Services are ordered directly from Cisco, fees for Services are set out in the Order or the Service Description. Fees may also include overage amounts or usage charges. For Services ordered directly from Cisco, You must pay within 30 days of the invoice date.
You shall pay all taxes (other than taxes based on Cisco's net income), levies, duty, or charges imposed by any governmental authority, related to or arising from Cisco providing or your use of the Services. For Services ordered directly from Cisco, Cisco may gross up the price for Services in any invoice if a required withholding prevents us from receiving the amount specified in such invoice.
For Services ordered directly from Cisco, any fee not paid when due will bear interest from the due date to the date of payment at the lesser of 10 per cent per annum or the maximum rate permitted by law.

Content

You are solely responsible for your Content and Your use of the Services. You grant Cisco a worldwide, royalty-free, sublicensable license to use, modify, reproduce and distribute the Content, only as reasonably required to provide the Services. Where the Services include a publicly accessible Site with your Content, we may also publicly perform or publicly display your Content in order to provide the Services.
You will comply with the Cisco AUP.
If you provide Cisco any Feedback regarding the Services, Cisco is free to use and incorporate such Feedback in Cisco's Services without payment of royalties or other consideration.

Confidentiality, privacy and data protection

Cisco will use Content and Submission Data in accordance with this Agreement and Cisco's Privacy Statement (see 4.5 below). Cisco will not use, disclose or otherwise process Content and Submission Data other than (i) as reasonably necessary to provide the Services, (ii) where instructed or permitted by you, (iii) to exercise or protect our legal rights or (iv) as required by applicable law.
Except as otherwise specified in a Service Description, Cisco will limit access and use of your Content to Cisco employees and contractors as needed to deliver the Services. Cisco will (if so requested) return or destroy your content after the termination of the Services (provided that Cisco may retain a limited number of copies of such content in archival format for its record keeping and to enforce its rights). Cisco reserves the right to charge for certain activities performed at your request or direction (such as delivering content in a specific format).
By using a Service and accepting this Agreement you agree that Cisco may collect, use, store and process Content and Submission Data (including outside the country or territory where you are located), and transfer such Content and Submission Data to any of our Affiliates and/or authorized subcontractors or agents worldwide for their use and processing, only in connection with the provision of Services. You are responsible for obtaining consent from your Users to such processing and transfer of Content and Submission Data, including international transfers.
Cisco complies with all privacy and data protection laws applicable to Cisco's provision of the Services. Some of your Content or other data may be subject to governmental regulation or otherwise may require security measures beyond those specified by Cisco for the relevant Service. You agree not to input such content or to otherwise provide such data unless we have first agreed in writing to provide additional required security measures. Cisco is not responsible for compliance with any privacy or data protection law applicable to you, your customers or your industry and not generally applicable to information technology service providers.
Further information about Cisco's privacy practices is set forth in the applicable Services Description and at: http://www.cisco.com/web/siteassets/legal/privacy.html incorporated into this Agreement by reference.

Warranty and disclaimers

Cisco warrants that the Services will materially comply with the relevant Service Description. If we breach this warranty, we will (at our option) repair or replace the Services or refund the fees (to You or Your Reseller) for the period in which the Services did not materially comply. This is your only remedy for breach of the warranty above and cannot be used with other relief mechanisms (e.g. you cannot claim a breach of warranty and SLA credits for the same event).
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, TO THE EXTENT ALLOWED BY APPLICABLE LAW, CISCO:

EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; AND
MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Limitation and exclusion of liability

NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
SUBJECT TO SECTION 6.1, NEITHER PARTY WILL BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES;
LOSS OR CORRUPTION OF DATA; OR
LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS.

These exclusions apply even if either party has been advised of the possibility of such damages. These exclusions will not however apply to your liability for a material breach by you of Cisco's intellectual or proprietary rights
The maximum liability of Cisco to You shall not exceed the fees paid to Cisco during the 12 months before the last event that gave rise to Your claim. This limitation of liability applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability is in the aggregate and not per incident. Except for your breach of Cisco's intellectual or proprietary rights, neither party may bring a claim under this Agreement more than 18 months after the event that creates the action or claim.

Term and termination

This Agreement starts on the date you submit your first Order.
Either party may terminate this Agreement, with or without cause, upon 30 days' prior written notice to the other party effective when all of your Orders expire or are terminated. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach (without prejudice to Cisco's right to suspend or terminate for breach of the AUP).
The "Initial Term" of an Order starts on the date the Services are available for use by you and lasts for the period stated in the Order. For Services ordered directly from Cisco, after the Initial Term, unless the Order states otherwise, there will be an automatic "Renewal Term" of the same length unless you notify Cisco in writing at least 30 days before the end of the Initial or then current Renewal Term that you do not want to renew the Services.
If the fees will change for the Renewal Term, Cisco will notify you reasonably in advance of the renewal. If you agree with the changes, you may do nothing and the new fees will apply for the upcoming Renewal Term.
If this Agreement is terminated for any reason:
1. Cisco will make your Content available to you for a reasonable period of time (subject to the AUP);
2. you will pay Cisco or Your Reseller for the Services(s) provided up to the effective date of termination.
The following provisions will survive the expiration or termination of this Agreement: Sections 2-7, 9 and 10, and any payment provisions in the Order.

Assignment and subcontracting

Either party may assign this Agreement without the other party's consent as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party. We may assign our rights and delegate our obligations in whole or in part to an Affiliate without your consent. Other than the above, neither party may assign or delegate this Agreement.
Cisco may subcontract the performance of the Services to one or more third party organizations. Any such subcontract shall not relieve Cisco of any of its obligations under this Agreement.

Applicable law and jurisdiction

The validity, interpretation, and performance of this Agreement shall be governed by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law.
Any dispute under this Agreement will be adjudicated in the state or federal courts in Santa Clara County, California, provided that either party may seek interim or temporary injunctive relief in a court of appropriate jurisdiction with respect to any alleged breach of such party's intellectual property or proprietary rights.

Miscellaneous

You will comply with all applicable laws and regulations related to your receipt and use of the Services. You must ensure you have the right to use all features of the Services in your jurisdiction. The Services may not be available in all countries and may not be available for use in any particular location. We may modify or discontinue Services features to comply with applicable laws and regulations. Cisco will comply with applicable laws in providing the Services to you.
Cisco may provide you with notice via email, regular mail and/or postings on the cisco.com website.
Except for payment obligations, neither party will be responsible for failure of performance due to a Force Majeure Event.
Failure to enforce any right under this Agreement will not waive that right. If any term of this Agreement is not enforceable, this will not affect any other terms.
This Agreement is the complete agreement between the parties concerning the subject matter of this Agreement and replaces any conflicting provisions in any acknowledgements, purchase orders, quotations or prior understandings, except as agreed between the parties. This Agreement may only be modified by mutual written agreement.

APPENDIX 1: GLOSSARY OF TERMS

"Affiliate" is any entity that one of us controls or that controls one of you or Cisco. "Control" means:

That entity directly or indirectly owns more than 50% of one of us; or
That entity has the ability to direct the affairs of one of us through any lawful means (e.g., a contract that allows control).

“Cloud Service”, “Service” or “Services” means one or more Cisco Cloud or third party cloud (including Software as a Service or SaaS) offerings described in the applicable Service Description that you purchase with an Order.
"Content" means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through your use of the Services or otherwise provided on a Site.
"Feedback" means all spoken or written communications you provide Cisco regarding the Services.
"Force Majeure Event" means an event beyond the affected party's reasonable control, including (without limitation) accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
"Order" means an ordering document (including a web or other electronic form) that identifies the duration, type and quantity of the Services you order under this Agreement and the associated fees.
"Reseller" means a Cisco partner who has entered an agreement with Cisco which authorizes such partner to resell the Services to customers.
“Service Description”means a description of the business and technical terms of the applicable Service (located at http://www.cisco.com/go/servicedescriptions), which is incorporated by reference into this Agreement. A Service Description provides an overview of the Service, the fees, any related support or service level agreements, and any additional terms related to the Service.
"Site" means a website or online space related to a Service.
"Submission Data" means certain technical data and related information that may be collected by certain Services or submitted by you, as set forth in the applicable Services Description.
"Term" means the length of time you can use the Services as specified in the Order.
"User" means your employees, contractors, agents or third parties (invited by you) who use the Services.
"we," "our" or "us" refer to Cisco.
"you" or "your" means the company or other legal entity using the Services or entering into this Agreement, [which may include Affiliates, if included in the applicable Order].