Terms of Service    

Welcome to Cisco Emerge!  Please read these Terms of Service carefully.  These Terms of Service create an agreement (the “Agreement”) between you and Cisco Systems, Inc. (“Cisco”) regarding your access to and use of any and all of the Cisco Emerge products and services located at http://emerge.cisco.com  and associated software (“Services”).  All users must agree to this Agreement before using the Services.  If you accept this Agreement for an entity, you represent that you have the authority to bind the entity to this Agreement.  If you do not agree to this Agreement, please click “Cancel” and do not use the Services.  

1. Use of the Services.  

Cisco grants you a limited right to use the Services for your internal use during the term of this Agreement or the end of the evaluation period (as determined by Cisco), whichever comes first.  You may use the Services only as permitted in this Agreement or other written agreement between you and Cisco specifically referring to the Services.  You will not resell, distribute, use on a timeshare, outsourced or service bureau basis, or otherwise directly commercialize the selling or leasing use of the Services.
   

2. Registration.  

To register for the Service, you will need an accurate and current email address and password (“Registration Information”).  You are responsible for maintaining the confidentiality and security of your Registration Information and for any and all activity that occurs under your account.  You agree to use at least reasonable means to protect Registration Information from unauthorized disclosure or use by third parties.  You agree to notify Cisco of any unauthorized use or breach of your account.    

3. Evaluation Only.  

Cisco is making available the Services for evaluation and feedback only.  This means that the Services are in a constant development stage and not available as standard product offerings.  The Services may contain bugs, errors and other problems.  You agree to respond to Cisco’s questions and inquiries regarding your use of the Services.  Cisco makes no representations, promises or guarantees that the Services will ever be generally released.  Cisco may enhance and/or change the features of the Services at its discretion and without notice.  If you provide feedback regarding the Services (“Feedback”), you agree that Cisco may use for any purpose any Feedback that you provide Cisco regarding the Services.  You grant Cisco a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide license, with the right to sublicense, to use, reproduce, perform, display,  distribute, modify, prepare derivative works of and otherwise exploit the Feedback without restriction, and to make, sell, distribute and offer any product or service that incorporates the Feedback.  
 

4. Content.  

Cisco makes no ownership claim to your Content and will not sell your Content to third parties.  “Content” means all visual, written or audible communications, files, data documents, videos, recordings, or any other materials displayed, posted, uploaded, stored, exchanged or transmitted on or through your use of the Services.  

a. You are solely responsible for your Content and your use of the Services.  Cisco is not liable to you or your Users (as defined below) for any loss or damages: (i) arising from any Content; or (ii) incurred as a result of your use of, access to, or denial of access to any Content.  You agree to indemnify, defend and hold harmless Cisco from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your violation of this Section 4.  

b. You grant Cisco, a world-wide, royalty-free, sublicensable license to use, modify, publically perform, publically display, reproduce and distribute your Content, only as reasonably required to provide the Services.  You warrant that you have sufficient, lawful non-infringing rights to your Content and to grant the license contained in this Section.  

c. You agree not to: 

  • upload, post, store, transmit, or otherwise make available any Content that (a) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise deemed objectionable by Cisco or its affiliates, or (b) violates copyright, trademark or other laws protecting intellectual property, or that violates an individual’s publicity or privacy rights;  
  • upload, post, store, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid schemes,” “affiliate links,” or any other form of solicitation;    
  • upload, download, transmit, store, or otherwise make available any code or material that harms or interferes with any device, software, network or service; or  
  • violate any laws or regulations in your state or country (including, but not limited to, laws governing privacy, intellectual property rights, online conduct or online content).

d. You will contact Cisco if you breach this Section 4.  Cisco may investigate any complaints and violations or suspected violations of this Agreement (including, but not limited to, this Section 4) that come to Cisco’s attention.  If Cisco reasonably determines there is a breach of this Agreement, Cisco may take immediate action without liability to remedy the violation (e.g., restricting, suspending or terminating your access to the Services).    

5. Suspension or Termination.  

a. You agree that Cisco may suspend or terminate your access to the Services and/or this Agreement at any time without notice for any reason.

b. Cisco may deactivate or delete your account and any related data, information and files, and bar any further access to such data, information and files for any reason. Such action may include, among other things, accessing your Content or data and/or discontinuing your use of the Services or specific Service features without any liability.  
c. You agree to comply with the following sections of this Agreement even after you are no longer using the Services: Sections 5(c), 7, 8, 9 and 10.  

6. Privacy and Data Protection.  

a. Cisco will not monitor or use Content or Registration Information, except: (i) as needed to provide, improve or support the provision of the Services, (ii) investigate potential or suspected fraud or breach of this Agreement, (iii) where instructed or permitted by you, or (iv) as otherwise required by law or to exercise or protect Cisco’s legal rights.    

b. By using the Services and accepting this Agreement you agree to Cisco’s collection, use, processing and transfer of Content to any of Cisco’s affiliates and/or authorized subcontractors to provide the Services and perform under this Agreement. You are responsible for obtaining consent from your employees, contractors, agents or third parties (invited by you) who use the Services (“Users”) to this collection, use, processing and transfer of Content.  

c. Cisco will process Content only in accordance with Cisco’s Privacy Statement (located at: http://www.cisco.com/web/siteassets/legal/privacy.html, which is incorporated into this Agreement by reference), applicable law and to the extent reasonably required to provide the Services.  Cisco may transfer, copy, backup and store your Content in the United States or other countries or jurisdictions outside your country as a part of the Services.  More information may also be found in the Cisco Emerge Supplemental Privacy Statement located at the above URL.  

d. You agree that Cisco may contact you via e-mail or otherwise with information relevant to your use of the Services and to solicit feedback on the Services.  You also agree to have your name and/or email address listed in the header of certain communications you initiate through the Services.
 

7. No Warranties.  

To the maximum extent permitted by applicable law, you agree to use the Services at your own risk.  You agree that Cisco and its suppliers, resellers and affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services.  CISCO AND ITS SUPPLIERS, RESELLERS AND AFFILIATES DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY.  CISCO AND ITS SUPPLIERS, RESELLERS AND AFFILIATES DO NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NONINFRINGEMENT.  THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.  
 

8. Limitation of Liability.  

YOU AGREE THAT CISCO, AND ITS SUPPLIERS, RESELLERS AND AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY OTHERS FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES EVEN IF CISCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT THE LIABILITY OF CISCO AND ITS SUPPLIERS, RESELLERS AND AFFILIATES TO YOU FOR ANY CLAIM WILL BE LIMITED TO US$100.00 EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.  THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.  

9. Ownership and Proprietary Rights.  

Cisco and its licensors own all intellectual property rights to the Services (including any associated software and documentation).  This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to the above items.  Therefore, this is a limited right to use, not a transfer of ownership or title, to the Services.  Your rights to use the Services are limited to those expressly granted by this Agreement.  You get no other rights to the Services or any related intellectual property rights in the Services.    

If you believe that your copyright or other rights have been infringed by Content on the Services, please contact Cisco’s Designated Agent for notice of claims of copyright infringement:  

Office of General Counsel,  
Cisco Systems, Inc.,
170 West Tasman Drive,
San Jose, CA 95134,  
Attn: Copyright Agent,  
Email: DMCAagent@cisco.com  

10. General.  

a. The Services may not be available in all countries and may not be available for use in any particular location.  You will comply with all applicable laws and regulations related to your receipt and use of the Services.  These laws include (without limitation): (a) privacy laws and regulations, (b) laws relating to the recording of communications, (c) laws relating to the use of encryption and VoIP-based services and (d) anti-corruption laws.  It is your sole responsibility to ensure you have the right to use all features of the Services in your jurisdiction.  Cisco may modify or discontinue Services features to comply with applicable laws and regulations.    

b. The Services are subject to local and extraterritorial export control laws and regulations.  You shall comply with such laws and regulations governing use, export, re-export and transfer of Services and will obtain all required local and extraterritorial authorizations, permits or licenses.  You and your Users will not use the Services from an embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria).  You warrant that you and your Users are not on any U.S. Government denied party list.  The export obligations under this Section shall survive the expiration or termination of this Agreement.  

c. This Agreement (including any documents or sites that are incorporated into the Agreement) is the entire agreement between the parties with respect to the Services and trumps any conflicting or additional terms.  Any warranties or representations you relied on to enter into this Agreement, are in this Agreement.  Cisco may assign or delegate its obligations under this Agreement either in whole or in part, without your prior consent.  You may not assign or delegate this Agreement.    

d. Neither party will be responsible for failure of performance due to causes beyond its reasonable control.  Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.    

e. Failure to enforce any right under this Agreement will not waive that right.  If any particular term of this Agreement is not enforceable, this will not affect any other terms.    

f. 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 conflict of laws, and the state and federal courts of California shall have jurisdiction over any claim arising under this Agreement.  The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.  Notwithstanding the foregoing, Cisco may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of its intellectual property or proprietary rights.    

g. The parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.    

h. This Agreement has been written in the English language, and the parties agree that the English version will govern.    

i. Cisco may change the terms of this Agreement and recommends that you review them on a regular basis.  You can review the most current version of this Agreement at: http://help.ciscoemerge.com/spark-vr/cisco-spark-in-vr-terms-of-service . If Cisco makes a change to the terms it will post the revised Agreement at the link above.  You agree that your continued use of the Services after this Agreement has been changed means that you have agreed to the changed terms.    

j. Cisco may provide you with notice via the Service, email, regular mail and/or postings on Cisco’s website.  Notices to Cisco should be sent to Cisco Systems, Office of General Counsel, 170 Tasman Drive, San Jose, 95134.  

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