Cisco dCloud User Agreement

November 2022

Cisco dCloud is a scripted, customizable cloud environment that provides customers, partners and Cisco employees with a way to experience Cisco Solutions. The purpose of Cisco dCloud is to support Cisco and Partner sales enablement activities including demonstrations, labs, training, pilots and proof-of-concept activities. The term and conditions below (“Agreement”) govern your use of Cisco dCloud (the “Service”). Certain terms used in this Agreement are defined in Appendix 1 below.

Terms and conditions

1. Scope and entitlement
   1. This Agreement governs your access to and use of the Service. Cisco agrees to give you access to the Service for demonstration, training, and evaluation purposes. If you wish to use the Service to compare Cisco’s products or services with competing products or services, any such comparison should be based on material, relevant, verifiable and objective criteria and should not be intended to discredit or denigrate Cisco’s products or services.
   2. Regardless of any other terms in this Agreement, the Service is provided “AS-IS” without any express or implied support or warranty of any kind or any service level agreement.
   3. You may need to install software to use the Service (“Software”) which is available from the cisco.com website. 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 Service and only for the duration that you are entitled to use the Service.
   4. Cisco and its licensors own all intellectual property rights to the Service, Software and related documentation. Cisco reserves all rights to the Service, Software and documentation not expressly granted under this Agreement.
   5. You must comply with the Cisco Acceptable Use Policy.
   6. When using the Service you may see URLs that may be deemed offensive. The inclusion of these URLs is intended to reflect how customers will use the products in a real-world environment.
   7. dCloud may include products and services provided by third parties rather than by Cisco.  By accessing dCloud, you are subject to and agree to be bound by the additional terms of the applicable third-party if you have access to such third-party’s product or service in connection with your use of dCloud.  The list of third party vendors and the additional terms can be found here: Cisco dCloud Third Party Terms Addendum.  Such list may change from time to time, and so you should refer to the latest list before commencing each use of dCloud.

2. Confidentiality, privacy and data protection
   1. Cisco will not use, disclose or otherwise process Content and Submission Data other than (i) as reasonably necessary to provide the Service, (ii) where instructed or permitted by you, (iii) for marketing purposes (which may include sharing your Submission Data with selected Cisco partners), (iv) to exercise or protect our legal rights or (v) as required by applicable law.
   2. Except as otherwise specified in this Agreement, Cisco will limit access and use of your Content to Cisco employees and contractors as needed to deliver the Service. If you have requested the Service via a Cisco reseller, that reseller may also have access to your Content. Cisco will (if so requested) destroy your Content after the termination of the Service (provided that Cisco may retain a limited number of copies of your 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). Cisco does not guarantee that any of your Content will be retained following the termination of the Service.
   3. If you choose to share your Content with other users of the Service, such other users will be able to view, share, save, amend and/or delete such Content without your consent.
   4. By using the 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 the Service. You are responsible for obtaining consent from your Users to such processing and transfer of Content and Submission Data, including international transfers.
   5. Cisco complies with all privacy and data protection laws applicable to Cisco’s provision of the Service. 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 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.
   6. Further information about Cisco’s privacy practices is set forth in the Service Description and at: http://www.cisco.com/web/siteassets/legal/privacy.html, which is incorporated into this Agreement by reference.
   7. If you provide Cisco any Feedback regarding the Service, Cisco is free to use and incorporate such Feedback for any purpose without payment of royalties or other consideration.

3. Limitation and exclusion of liability
   1. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
   2. SUBJECT TO SECTION 3.1, NEITHER PARTY WILL BE LIABLE FOR ANY:
      1. 1. INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES;
      2. 2. LOSS OR CORRUPTION OF DATA; OR
      3. 3. LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS.
   3. 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.

4. Applicable law and jurisdiction
   1. 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.
   2. Any dispute concerning this Agreement will be adjudicated in the state or federal courts located in Santa Clara County, California, whichever has appropriate jurisdiction, provided that either party may seek interim or temporary injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights.

5. Miscellaneous
   1. Cisco may subcontract the performance of the Service to one or more third party organizations. Any such subcontract shall not relieve Cisco of any of its obligations under this Agreement.
   2. You will comply with all applicable laws and regulations related to your receipt and use of the Service. You must ensure you have the right to use all features of the Service in your jurisdiction. The Service may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Service features to comply with applicable laws and regulations. Cisco will comply with all applicable laws in the provision of the Service to you.
   3. 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.
   4. 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:

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

“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 Service or otherwise provided on a Site. “Feedback” means all spoken or written communications you provide Cisco regarding the Service. “Service” means the Cisco dCloud service offering referred to above. “Site” means a website or online space related to the Service. “Submission Data” means certain technical data and related information that may be collected by the Service or submitted by you. “User” means your employees, contractors, agents or third parties (invited by you) who use the Service. “we,” “our” or “us” refer to Cisco Systems, Inc and its Affiliates. “you” or “your” means the company or other legal entity entering into this Agreement, which may include its Affiliates, if included in the applicable Order.

APPENDIX 2: ACCEPTABLE USE POLICY

1. Use of the Service is subject to this Acceptable Use Policy (“Policy”).
2. This Policy applies to anyone who uses the Service, including without limitation any third party permitted by you to use or access the Services. You are required to inform all your Users of this Policy. By using or accessing the Service, you are agreeing to this Policy.
3. You agree not to use, or encourage, promote, facilitate or instruct others to use the Service to:
   • commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Cisco’s published policies;
   • infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections;
   • use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
   • access or probe any network, computer or communications system, software application, or network or computing device systems (“Systems”) without authorization, including but not limited to breaches, vulnerability scans or penetration testing;
   • attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, Systems or services, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots);
   • distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations (“Spam”);
   • alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider; or
   • disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Service.
4. Cisco has the right, but does not assume the obligation, to monitor and investigate violations of this Policy. Failure to comply with or breach of this Policy, may result in Cisco taking any and all actions in its sole discretion and with immediate effect (in its reasonable discretion), up to and including:
   • suspending or terminating access to the Service;
   • removing or prohibiting access to content that violates this Policy;
   • legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
   • further legal action against you; and/or
   • disclosure of such information to law enforcement authorities as Cisco reasonably feels is necessary or appropriate.
5. Level 1 (Guests) and Level 2 (Customers) users can now be authorized to schedule content. Please contact your Cisco Partner or Cisco Representative and request the necessary authorization to enable you to schedule content.

Cisco excludes and disclaims all liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not limited, and Cisco may take any other action it reasonably deems appropriate.

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