End-User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.  THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) FOR CISCO UNITY CONNECTION SDK SOFTWARE (“SOFTWARE”) IS A LEGAL AGREEMENT BETWEEN YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “YOU” OR “LICENSEE”) AND CISCO SYSTEMS, INC. (“CISCO” OR “LICENSOR”). CISCO IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS 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 YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
THE SOFTWARE MAY ONLY BE USED IN CONNECTION WITH THE CISCO FINESSE AGENT DESKTOP LINE OF PRODUCTS OR SUCCESSOR PRODUCTS (“PRODUCTS”). YOU MUST PURCHASE A LICENSE TO THE PRODUCTS PRIOR TO ACCESSING AND/OR DOWNLOADING THE SOFTWARE.

THE AGREEMENT WILL BE EFFECTIVE AS OF THE DATE OF YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT (“EFFECTIVE DATE”).  UPON YOUR ACCEPTANCE OF THIS AGREEMENT, CISCO GRANTS YOU A LIMITED, NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE AS FOLLOWS:

1. LICENSE. Subject to the terms and conditions of this Agreement, Cisco grants Licensee a limited, non-exclusive, non-transferable, personal license to use, modify, or create derivatives of the SOFTWARE solely for Licensee’s internal business purposes and solely in connection with Products. You may not use the SOFTWARE with any third party product(s).

2. OWNERSHIP. Cisco shall retain all right, title and interest to the SOFTWARE and PRODUCTS, including any intellectual property rights contained or embodied therein, and Licensee shall have no ownership interest therein. Cisco reserves all other rights, title and interest in and to the Software not expressly granted to You under this Agreement.

3. WARRANTY. THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT SHALL CISCO BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE SOFTWARE.  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.

4. LIABILITY. EXCLUDING BODILY INJURY OR TANGIBLE PROPERTY DAMAGE PROXIMATELY CAUSED BY CISCO, LICENSEE AGREES THAT CISCO SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF USE, DATA, PROFITS OR GOODWILL ARISING HEREUNDER.

5. EXPORT. The parties acknowledge that the SOFTWARE licensed under this Agreement may be subject to export controls under the laws of the United States. Licensee shall comply with such laws and agrees not to knowingly export, re-export or transfer the SOFTWARE without first obtaining all requiredUnited States authorizations or licenses.

6. TERM. This Agreement and the license granted herein shall remain effective until terminated. Licensee may terminate this Agreement and the license at any time by destroying all copies of SOFTWARE. Cisco may terminate the Agreement at any time for its convenience, for no reason for any reason by giving sixty (60) days’ written notice to Licensee of its intent to terminate this Agreement. Licensee’s rights under this Agreement will terminate immediately without notice from Cisco if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee shall immediately ceasing using the SOFTWARE and destroy all copies of the SOFTWARE in its possession or control. Notwithstanding any such termination of the Agreement, Sections 2, 3, 4, 5, 6, and 7 shall survive any termination of the Agreement.

7. GENERAL. This Agreement is the final written expression of the dealings between Cisco and Licensee with respect to the subject matter hereof and shall bind their successors and permitted assigns. This Agreement may not be assigned by Licensee without Cisco’s prior written consent. This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the State of California excluding its conflict of laws provisions. Licensee agrees to comply with all applicable United States export laws, rules and regulations. All notices shall be in writing and deemed given when delivered in person or by certified or registered mail, postage prepaid, return receipt requested. In the event that any provision of this Agreement shall be adjudged illegal or otherwise unenforceable, such provision shall be severed and the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect.