Manual 18141537

Manual 18141537
APPENDIX E TO DIR CONTRACT NO. DIR-TSO-2612
End User License Agreement
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 CISCOSUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
CISCO SYSTEMS, INC. OR ITS AFFILIATE LICENSING THE SOFTWARE ("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 DIR CONTRACT NO.
DIR-TSO-2612, THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL
LICENSE AGREEMENT, THE DIR CONTRACT NO. DIR-TSO-2612 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.
Cisco Systems, Inc.
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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 DIR
CONTRACT NO. DIR-TSO-2612, (2) THE SIGNED CONTRACT (3) THE CLICK-ACCEPT
AGREEMENT OR THIRD PARTY LICENSE AGREEMENT AND (4) 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 DIR Contract No. DIR-TSO-2612
and 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 CDROM, 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 nonCisco 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
Cisco Systems, Inc.
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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 (subject to Texas Public
Information Act);
(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. To the extent
allowed under the Texas Public Information Act, 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. NOTWITHSTANDING ANY OTHER
PROVISION OF THE AGREEMENT (1) CUSTOMER HAS NO LICENSE OR RIGHT TO
MAKE OR USE ANY ADDITIONAL COPIES OR UP GRADES UNLESS CUSTOMER, AT THE
TIME OF MAKING OR ACQUIRING SUCH COPY OR UP GRADE, 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 and to the extent allowable under record retention policies and laws,
Cisco Systems, Inc.
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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 in
accordance to Section 2 of DIR Contract No. DIR-TSO-2612. Terminations will be handled in
accordance to Appendix A, Section 9B of DIR Contract No. DIR-TSO-2612. 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, to the extent
allowable under record retention policies and laws, 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 DIR Contract No. DIR-TSO-2612
and 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 pay to Cisco the appropriate agreed upon license fees in accordance with
Appendix A, Section 6C of DIR Contract No. DIR-TSO-2612 and Appendix C of DIR Contract No.
DIR-TSO-2612.
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, import, 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:
www.cisco.com/web/about/doing_business/legal/global_export_trade/general_export/contract_complia
nce.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 amused 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
Cisco Systems, Inc.
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"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 www.cisco.com) (the "Identified
Components)") 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). As of the
Effective Date of this Agreement, no third party products have been identified; however, if the
parties become aware of a third party component, notification will be given to the other party and
terms will be negotiated and incorporated into DIR Contract No. DIR-TSO-2612.
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 famished 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 or replacement, 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 purpose.
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.
Cisco Systems, Inc.
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DISCLAIMEROFWARRANTY
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, SATISFACTORY
QUALITY, 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 IMPLIED CONDITION,
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.
Limitation of Liability. Limitation of Liability will be handled in accordance to Appendix A, Section
8K of DIR Contract No. DIR-TSO-2612.
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, the Agreement and warranties ("Warranties")
are controlled by and construed under the laws of the State of Texas, United States of America,
notwithstanding any conflicts of law provisions; and the state courts of Travis County, Texas shall be the
venue for any claim arising under the Agreement or Warranties. Nothing herein shall be construed to
waive the sovereign immunity of the State of Texas. 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, DIR Contract No. DIR-TSO-2612 and this Agreement
constitute the entire agreement between the parties with respect to the license of the Software and
Documentation and supersede 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: www.cisco.com/go/warranty.
Cisco Systems, Inc.
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