General Terms

1. Scope and applicability

1.1 These terms (the “General Terms”) govern Your access to, and use of, Cisco Offers and incorporate any
Supplemental Terms and Offer Descriptions applicable to Your Order. Capitalized terms are defined in section 14
(Definitions).
1.2 You agree to these terms by accessing or using a Cisco Offer, finalizing Your Order or through Your express
agreement, whichever happens first. These terms apply independently of any contract You may have with a Cisco
Partner.
2. Use Rights
2.1 License and right to use. Cisco grants You, for Your direct benefit, a non-exclusive:
(a) license to use Software and Cisco Content; and
(b) right to use Subscription Offers, including Cloud Services,
in accordance with Your Order or as otherwise agreed in writing (collectively, the “Use Rights”). Your Use Rights
are non-transferable (except Software as permitted under the Transfer Policies).
2.2 Limits on usage. You may not:
(a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offer to any third party, except
as authorized by Cisco;
(b) use the Software on second hand or refurbished Cisco devices or use Software licensed for a specific
device on a different device unless authorized by Cisco or permitted under the Transfer Policies;
(c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property
notices or other marks from any Cisco Offer;
(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or
(e) use Cisco Content other than as reasonably needed to exercise Your Use Rights.
2.3 Acceptable use. You will ensure Your access or use of Software or Subscription Offers does not:
(a) violate applicable laws or the rights of any third party; or
(b) impede or interfere with the security, stability, availability or performance of any Cloud Service, or any
other network or service (e.g., denial-of-service attacks, penetration testing or distribution of malware).
2.4 Suspension. Cisco may suspend Your access to Software or Subscription Offers if it reasonably believes that You
or an Authorized User have materially breached sections 2.2 (Limits on usage) or 2.3 (Acceptable use).
2.5 Use by third parties. If You permit Authorized Users to access Cisco Offers on Your behalf:
(a) You will make sure all Authorized Users follow these terms; and
(b) You are liable for any breach of these terms by an Authorized User.
2.6 Interoperability requirements. If required by law, Cisco will promptly provide the information You request to
achieve interoperability between applicable Cisco Offers and another independently created program on terms
that reasonably protect Cisco’s proprietary interests.
2.7 Use with third party products. Cisco does not support or guarantee integration with third party technologies or
services unless they are included as part of a Cisco Offer or agreed in writing.
2.8 Changes to Subscription Offers. Cisco may change its Subscription Offers, typically to enhance them or add
features. These changes will not materially reduce the core functionality of the affected Subscription Offers
during the Use Term.
2.9 Maintaining Subscription Offers. Cisco may occasionally perform maintenance of its Subscription Offers which
may disrupt the performance or availability of affected Subscription Offers. Cisco will provide advanced notice
of planned maintenance when reasonably possible. If Cisco performs emergency maintenance without notice, it
will take reasonable steps to reduce any disruption of affected Subscription Offers.
2.10 Open-source technology. Separate license terms apply to third party open-source technology used in Cisco
Offers. Open-source terms are found at Cisco's Open Source webpage. As long as You use Cisco Offers according
to these General Terms, Cisco’s use of open-source technology in Cisco Offers will not impede Your exercise of
Use Rights or cause Your software to become subject to an open-source license.

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3. Free trials
3.1 Accessing Free Trials. Your Approved Source may let You access or use Cisco Offers on a trial, evaluation, beta
or other free-of-charge basis (“Free Trial”). You may only access or use the Free Trial for the period specified
(“Free Trial Period”) and under any additional terms specified by Your Approved Source in writing. If no Free Trial
Period is specified, You may only access or use the Free Trial for 60 days after the Free Trial is available to You.
Free Trials may not come with support and may be incomplete or have errors. Unless agreed in writing by Cisco,
You will not use the Free Trial in a production environment.
3.2 Ending Free Trials. At the end of a Free Trial, You will promptly Return the Cisco Offers as described in the Free
Trial terms. Your Approved Source may change or terminate a Free Trial at its discretion with reasonable notice.
3.3 Continued use and disclaimer.
(a) If You continue accessing a Cisco Offer after a Free Trial Period or fail to Return a Cisco Offer, You will pay
any applicable fees reasonably charged by Your Approved Source.
(b) Unless agreed by Cisco in writing or required by law, Free Trials are provided “AS-IS” without any
express or implied warranties.
4. End of life
4.1 Notification. Cisco may end the life of Cisco Offers by providing notice at the End-of-Sale and End-of-Life Products
webpage.
4.2 Pre-paid Cloud Service. If Your Approved Source is prepaid a fee for Your use of a Cloud Service that is end of life
before Your then-current Use Term ends, Cisco will either (a) provide You with a generally available alternative
offer, or (b) if Cisco cannot reasonably provide an alternative offer, it will credit the unused balance of fees paid
for the relevant Cloud Service to Your Approved Source or You (if Cisco is the Approved Source) once You Return
the Cloud Service.
4.3 Credit. Credits issued under section 4.2 (Pre-paid Cloud Service) are calculated from the last date the applicable
Cloud Service is available to the end of the applicable Use Term and may be applied only towards the future
purchase of Cisco Offers.
5. Paying Your Approved Source
You will pay Your Approved Source all amounts due under Your Orders, including fees for additional consumption of a
Subscription Offer or under a Buying Program.
6. Confidentiality
6.1 General obligation. A recipient of Confidential Information will protect that Confidential Information using the
same standard of care it uses to protect its own confidential information of a similar nature, but no less than a
reasonable standard of care. This section 6 (Confidentiality) will not apply to information which:
(a) is known by the recipient without confidentiality obligations;
(b) is or has become public knowledge through no fault of the recipient; or
(c) is independently developed by, or for, the recipient.
6.2 Permitted recipients. A recipient of Confidential Information will not disclose Confidential Information to any
third party, except to its employees, Affiliates and contractors who need to know. The recipient is liable for a
breach of this section 6 by its permitted recipients and must ensure each of those permitted recipients have
written confidentiality obligations at least as restrictive as the recipient’s obligations under these terms.
6.3 Required disclosures. The recipient may reveal Confidential Information if required by law (including under a
court order) but only after it notifies the discloser in writing (if legally permissible). A recipient will reasonably
cooperate with a discloser’s reasonably requested protective actions, at the discloser’s expense.
6.4 Returning, destroying and retaining Confidential Information. The recipient will return, delete or destroy all
Confidential Information and confirm in writing it has done so within 30 days of the discloser’s written request
unless retention is required by law or Confidential Information has been stored in a backup system in the ordinary
course of business. Retained Confidential Information will continue to be subject to this section 6 for five years,
or until the Confidential Information is no longer a trade secret under applicable law.
7. Privacy and security
7.1 Cisco respects Your Data and will access and use Data in accordance with the Data Briefs.
7.2 In addition, if Cisco processes Personal Data or Customer Content, Cisco will process such data according to:
(a) the Data Processing Terms for Personal Data (which are incorporated by reference);
(b) the security measures described in Cisco’s Information Security Exhibit;
(c) the Privacy Data Sheets applicable to the relevant Cisco Offer; and
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 (d) privacy and data protection laws applicable to Cisco Offers.
7.3 You will ensure Your use of Cisco Offers (including collection, processing and use of Customer Content with Cisco
Offers) complies with privacy and data protection laws applicable to Your Cisco Offers, including industry-specific
requirements. You are also responsible for providing notice to, and getting consents from individuals whose data
may be collected, processed, transferred and stored through Your use of Cisco Offers.
8. Ownership of intellectual property
8.1 Unless agreed in writing, nothing in these terms transfers ownership in any intellectual property rights. You keep
ownership of Customer Content and Cisco keeps ownership of Cisco Offers and Cisco Content.
8.2 Cisco may use any feedback You provide in connection with Your use of Cisco Offers.
9. Intellectual property indemnity
9.1 Claims. Cisco will defend any third-party claim against You asserting that Your valid use of a Cisco Offer infringes
a third party’s patent, copyright or registered trademark (the “IP Claim”). Cisco will indemnify You against the
final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, if You:
(a) promptly notify Cisco in writing of the IP Claim (but failure to promptly notify Cisco only limits Cisco’s
obligations to the extent it is prejudiced by the delay);
(b) fully cooperate with Cisco in the defense of the IP Claim; and
(c) grant Cisco the right to exclusively control the defense and settlement of the IP Claim, and any appeal.
Cisco does not have to reimburse You for attorney fees and costs incurred before Cisco receives notification of
the IP Claim. You may retain Your own legal representation at Your own expense.
9.2 Additional remedies. If an IP Claim prevents or is likely to prevent You from accessing or using the applicable
Cisco Offer, Cisco will either get the right for You to continue using the Cisco Offer or replace or modify the
applicable Cisco Offer with non-infringing functionality that is at least equivalent. If Cisco determines those
options are not reasonably available, then Cisco will provide a prorated refund for the impacted Cisco Offer.
9.3 Exclusions. Cisco has no duty regarding any IP Claim to the extent based on:
(a) any designs, specifications or requirements provided by You, or on Your behalf;
(b) modification of a Cisco Offer by You, or on Your behalf;
(c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered;
(d) combination, operation, or use of the Cisco Offer with non-Cisco products, software, content or business
processes; or
(e) Your failure to change or replace the Cisco Offer as required by Cisco.
9.4 To the extent allowed by law, this section 9 states Your only remedy regarding an IP Claim against You.
10. Performance standards
10.1 Service Level Agreement. Cisco Offers will comply with applicable Service Level Agreements, as set out in the
corresponding Offer Description.
10.2 Warranties. Cisco provides these warranties for Cisco Offers:
Cisco Offer
Warranty Hardware Software Subscription
Offers
Cisco warrants that the Cisco Offer substantially complies with the Documentation as follows:
(a) if the Cisco Offer is a Subscription Offer, starting from commencement of the service, for
the duration of the services; and
(b) if the Cisco Offer is Hardware or Software, for 90 days from shipment or longer as stated
in Documentation, or as set out in Product Warranties webpage.
Cisco warrants it will use commercially reasonable efforts and methods to deliver the Cisco
Offer free from Malicious Code.

Cisco warrants that the Cisco Offer is free from defects in material and workmanship for 90
days from shipment or longer as stated in Documentation or as set out in Product Warranties
webpage.

To make a claim for breach of these warranties, promptly notify both Cisco and Cisco Partner (if they are Your
Approved Source) within any specified warranty period.
10.3 Qualifications
(a) You may have legal rights in Your country that prohibit or restrict the limitations set out in this section 10.
This section 10 applies only to the extent permitted under applicable law.
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 (b) Section 10.2 does not apply if Your breach of the General Terms contributes to the breach of warranty, or
if the Cisco Offer:
(1) has not been used according to its Documentation;
(2) has been altered, except by Cisco or its authorized representative;
(3) has been subjected to abnormal or improper environmental conditions, accident or negligence, or
installation or use inconsistent with Cisco’s instructions or the terms on which it is supplied by
Cisco;
(4) is provided under a Free Trial; or
(5) has not been provided by an Approved Source.
(c) Your sole remedy for breach of a warranty under section 10.2 is, at Cisco’s option, either:
(1) repair or replacement of the applicable Cisco Offer; or
(2) a refund of either:
(A) the fees paid for Use Rights in the non-conforming Software;
(B) the fees paid for the period in which the Subscription Offer did not conform less any
amounts paid or owed under a Service Level Agreement; or
(C) the fees paid for the non-conforming Hardware.
(d) Except as provided in Section 10.2 above, and to the extent allowed by law, Cisco makes no express or
implied warranties of any kind regarding the Cisco Offers. This disclaimer includes any warranty,
condition or other term as to merchantability, merchantable quality, fitness for purpose or use, course
of dealing, usage of trade, or non-infringement. Cisco does not warrant that Cisco Offers will be secure,
uninterrupted or error-free.
11. Liability
11.1 Excluded liability. Neither party is liable for:
(a) indirect, incidental, reliance, consequential, special or exemplary damages; or
(b) loss of actual or anticipated revenue, profit, business, savings, data, goodwill or use, business interruption,
damaged data, wasted expenditure or delay in delivery (in all cases, whether direct or indirect).
11.2 Liability cap. Each party’s entire liability for all claims relating to these terms will not exceed the greater of: (a)
the fees paid to Cisco for the specific Cisco Offer that is the subject of the claim in the 12 months before the first
incident giving rise to such liability; or (b) $100,000 USD. This cap is cumulative for all claims (not per incident)
and applies collectively to each party and its Affiliates (not per Affiliate).
11.3 Unlimited liability. Nothing in this section 11 limits or excludes liabilities that cannot be excluded or limited under
applicable law, or for:
(a) bodily injury or death resulting directly from the other party’s negligence;
(b) fraudulent misrepresentation or wilful misconduct;
(c) breach of confidentiality obligations, unless the breach relates to section 7 (Privacy and security);
(d) failure to pay for Cisco Offers;
(e) misuse or misappropriation by a party of the other party’s intellectual property rights; or
(f) failure to comply with export control obligations.
12. Termination
12.1 Material breach. Either party may provide written notice to the other party if the other party materially breaches
these terms or any written terms otherwise agreed under an affected Order. If the breach remains uncured after
30 days of the date of that notice, the non-breaching party may immediately terminate the affected Orders, in
whole or in part.
12.2 Termination for Compliance with Laws. Cisco may terminate these terms and affected Orders immediately upon
written notice if continued provision of the Cisco Offers will result in a violation of section 13.7 (Compliance with
Laws).
12.3 Effect of termination or expiration. You will Return applicable Cisco Offers (except any Cisco Offer in which title
has transferred to You) at the end of Your Use Term or upon termination of an Order.
13. General provisions
13.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy and security), 8 (Ownership of
intellectual property), 9 (IP Indemnity), 10 (Performance standards), 11 (Liability), 12 (Termination) and 13
(General provisions) survive termination of these terms.
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13.2 No agency. These terms do not create any agency, partnership, joint venture, or franchise relationship.
13.3 Assignment and subcontracting.
(a) Except as set out below, neither party may assign or novate these terms in whole or in part without the
other party’s written consent which will not be unreasonably withheld. Cisco may assign these terms in
connection with the sale of a part of its business, or to its Affiliates if it provides prior written notice to
You.
(b) Cisco may subcontract any performance associated with any Cisco Offer to third parties if such
subcontract is consistent with these terms and does not relieve Cisco of any of its obligations under these
terms.
13.4 Third party beneficiaries. These terms do not grant any right or cause of action to any third party.
13.5 Use records. You will keep reasonable records of your use of the Cisco Offers. You will let Cisco and its auditors
who are under a written obligation of confidentiality access records of Your use of the Cisco Offers (including
books, systems, and accounts) within 30 days’ notice from Cisco. Cisco may not give this notice more than once
in any 12-month period and will conduct any audit during Your normal business hours. If the verification process
reveals underpayment of fees, You will pay these fees within 30 days.
13.6 Changes to these terms. The version of the General Terms applicable to Your Order is the version published at
the Cisco General Terms webpage when the Order is placed. If Cisco changes these terms or any of its parts,
these changes will be published at the Cisco General Terms webpage. These changes will only apply to Cisco
Offers Ordered or renewed after the date of the change.
13.7 Compliance with laws
(a) General. Cisco will comply with all applicable laws relating to providing Cisco Offers under these terms.
You will comply with all applicable laws relating to Your receipt and use of Cisco Offers, including sector-
specific requirements and obtaining required licenses or permits (if any).
(b) Trade Compliance. Cisco Offers are subject to US and other export control and sanctions laws around the
world. These laws govern the use, transfer, export and re-export of Cisco Offers. Each party will comply
with such laws and obtain all licenses or authorizations it is required to maintain. Please refer to Cisco’s
trade compliance policies at the General Export Compliance webpage.
13.8 Governing law and venue. These terms, and any disputes arising from them, are subject to the governing law
and exclusive jurisdiction and venue listed below, based on Your primary place of business. Each party consents
and submits to the exclusive jurisdiction of the courts in the listed venue. These laws apply despite conflicts of
laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Despite the below,
either party may seek interim injunctive relief in any court of appropriate jurisdiction regarding any alleged
breach of confidentiality obligations or intellectual property or proprietary rights.
Your Primary Place of Business Governing Law Jurisdiction and Venue
United States, Latin America or the Caribbean, or State of California, United Superior Court of California, County of Santa Clara and
a location not specified below States Federal Courts of the Northern District of California
Africa, Asia*, Europe*, Middle East, Oceania* England English Courts
Australia State of New South Wales, State and Federal Courts in New South Wales
Australia
Canada Province of Ontario, Courts of the Province of Ontario
Canada
Mainland China People’s Republic of China Hong Kong International Arbitration Center
Italy Italy Court of Milan
Japan Japan Tokyo District Court of Japan
* Excluding locations listed separately in this table.
If You are a US State, Local and Education (“SLED”) Government end user, these terms, and any disputes arising
from them, are subject to the laws of the primary jurisdiction in which You are located.
If You are a US Federal Government end user, these terms, and any disputes arising from them, are subject to
the laws of the United States.
13.9 US Government end users
(a) US SLED Government. These terms govern all access to Software, Subscription Offers and Documentation
by US SLED Government end users. No other rights are granted by Cisco.
(b) US Federal Government. The Software, Subscription Offers and Documentation are considered
“commercial computer software” and “commercial computer software documentation” under FAR
12.212 and DFARS 227.7202. These terms govern all access to Software, Subscription Offers and
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 Documentation by US Federal Government end users. No other rights are granted by Cisco, but any
inconsistency in these terms with federal procurement regulations is not enforceable against the US
Federal Government.
13.10 Notice. Unless provided in these terms, applicable Offer Description, or an Order, notices to Cisco (a) should be
sent to Cisco Systems, Legal Department, 170 West Tasman Drive, San Jose, CA 95134 or by email to contract-
[email protected], and (b) are considered effective (i) upon delivery, if personally delivered, (ii) the next day, if
sent by overnight mail, (iii) 3 business days after deposit, postage prepaid, if mailed, or (iv) the same day receipt
is acknowledged, if sent by e-mail. Cisco may deliver notice to You under these terms via email or regular mail,
but it may provide notices of a general nature applicable to multiple customers on cisco.com.
13.11 Force majeure. Neither party is responsible for delay or failure to perform its obligations to the extent caused by
events beyond a party’s reasonable control including severe weather events, acts of God, supply shortages, labor
strikes, epidemic, pandemic, acts of government, war, acts of terrorism or the stability or availability of utilities
(including electricity and telecommunications). The affected party must make commercially reasonable efforts
to mitigate the impact of the force majeure event.
13.12 No waiver. Failure by either party to enforce any right under these terms will not waive that right.
13.13 Severability. If any term in these terms is invalid or unenforceable, then the rest of these terms will continue
with full force and effect to the extent possible.
13.14 Entire agreement. These terms are the complete agreement between the parties regarding the subject of these
terms and replace all previous communications, understandings or agreements (whether written or oral).
13.15 Translations. Cisco may provide local language translations of these terms in some locations. Those translations
are provided for informational purposes only. If there is any inconsistency in those translations, the English
version of these terms will prevail.
13.16 No publicity. Neither party will issue any press release or other publications regarding Your use of Cisco Offers
without the other party’s advance written permission.
13.17 Order of precedence.
(a) If there is any conflict between these General Terms, Supplemental Terms or any Offer Descriptions, the
order of precedence (from highest to lowest) is:
(1) Regional terms;
(2) Data Processing Terms;
(3) Offer Descriptions;
(4) Supplemental Terms (other than Regional Terms);
(5) these General Terms; then
(6) any applicable Cisco policy referenced in these General Terms.
(b) As between You and Cisco, these terms prevail over any inconsistencies with Your contract with any Cisco
Partner.
14. Definitions
Term Meaning
Affiliate Any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the
relevant party, where “control” means to: (a) own over 50% of the relevant party; or (b) be able to direct the affairs of the
relevant party through voting rights or other lawful means (e.g., a contract that allows control).
Approved Source Cisco, a Cisco Partner, or a fulfillment agent (e.g., public cloud marketplaces) as may be appointed by Cisco from time to
time.
Authorized Users Your users including Affiliates, Your third-party service providers, and each of their respective Users.
Buying Program Cisco’s consumption-based programs for buying Cisco Offers such as the Cisco Enterprise Agreement.
Cisco, we, our or us Cisco Systems, Inc. or its applicable Affiliates.
Cisco Content Systems Information and data, materials or other content provided by Cisco directly or through Your Approved Source to
You as part of Your access to Cisco Offers.
Cisco Offer Cisco-branded (a) Hardware, (b) Use Rights in Software or Cloud Services, (c) technical support included in a Subscription
Offer and (d) incidental technology and resources.
Cisco Partner A Cisco authorized reseller, distributor, systems integrator or other third party authorized by Cisco to sell Cisco Offers.
Cloud Service An on-demand service provided by Cisco accessible via the internet and provides software, platform, infrastructure and
network products and services on an ‘as-a-service’ basis as described in the applicable Offer Description.

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Term Meaning
Confidential Information Non-public proprietary information of the discloser obtained by the recipient in connection with these terms, which:
(a) is conspicuously marked as confidential if written or clearly stating the information is confidential when (or promptly
after) it is verbally disclosed; or
(b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or orally.
Customer Content As defined in the Data Brief at the Customer Content - Data Brief webpage.
Data Personal Data, Customer Content and Systems Information.
Data Briefs Documents describing each type of Data (e.g., Personal Data, Customer Content and Systems Information) that Cisco
Offers collect, how it is collected, and when it is used, available at the Trust Portal webpage.
Data Processing Terms Cisco’s data processing terms in the Data Protection Agreement, or terms agreed between You and Cisco covering the
same scope.
Documentation The technical specifications and use materials officially published by Cisco specifying the functionalities and capabilities of
the applicable Cisco Offer as updated from time to time.
Free Trial As defined in section 3.1 (Accessing free trials).
Free Trial Period As defined in Section 3.1 (Accessing free trials).
Hardware Tangible Cisco-branded hardware products as generally available on the Price List. Hardware does not include any
tangible product listed on the Price List in the name of a third party.
Information Security A document describing the security measures that Cisco implements to secure Personal Data and Customer Content,
Exhibit available at the Information Security Exhibit webpage.
Malicious Code Code designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks,
systems, Software or Cloud Services other than as intended by the Cisco Offer (e.g., as part of Cisco’s security products).
Offer Description A document published by Cisco as an ‘Offer Description’ that has more information or related terms specific to a Cisco
Offer or Buying Program, available at the Product Specific Terms webpage.
Order The transaction through which You acquire a Cisco Offer from an Approved Source, including through buying and ordering
documents, signing an agreement or statement of work, or transacting through an online ordering tool or marketplace.
Personal Data Any information about, or relating to, an identifiable individual. It includes any information that can be linked to an
individual or used to, directly or indirectly, identify an individual, natural person. Further information regarding Personal
Data is on the Personal Data - Data Brief webpage.
Price List The price lists published at Cisco.com corresponding to the Cisco entity that sells the applicable Cisco Offer.
Privacy Data Sheet The privacy data sheet applicable to a Cisco Offer available on the Trust Portal - Privacy Data Sheet webpage.
Return Stopping all use of, destroying or returning applicable Cisco Offers to Your Approved Source, as directed by Cisco or Your
Approved Source.
Service Level Agreement The service level agreement applicable to a Subscription Offer (if applicable) as set out in the applicable Offer Description.
Software Cisco-branded computer programs, including Upgrades and firmware.
Subscription Offer Cisco Offers provided on a term, or subscription, basis under Your Order.
Supplemental Terms Any additional terms applicable to Your Order (including those applying to a specific region or Buying Program).
Systems Information As defined in the Systems Information – Data Brief webpage.
Transfer Policies Cisco policies for movement of Use Rights as set out in the Cisco Software Transfer and Re-licensing Policy and the
Software License Portability Policy.
Upgrades All updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software.
Use Term The period You may exercise Use Rights in the Cisco Offer under Your Order.
Use Rights As set out in section 2.1.
You, Your The individual or legal entity acquiring access to Cisco Offers.

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