Motific Free Trial Terms of Use

1. License and Right to Use. Cisco grants You, for Your direct benefit, a non-exclusive:
   1. (a) license to use Software and Cisco Content;
   2. (b) right to use Cisco Offer only in a non-production environment;
   3. (c) right to use Motific’s sandbox feature only with non-confidential and publicly available data and only in a non-production environment; and
   4. (d) 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).

1. 2.2 Limits on usage. You may not:
   1. (a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offer to any third party, except as authorized by Cisco;
   2. (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;
   3. (c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from any Cisco Offer;
   4. (d) use Motific’s sandbox feature with confidential or nonpublic data or in a production environment;
   5. (e) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or
   6. (f) use Cisco Content other than as reasonably needed to exercise Your Use Rights.

4 Evolving Cisco Technology. Cisco may: (a) enhance or modify the features, functionality, and capacity limits of this Cisco Technology at any time, in its sole discretion, without liability; and (b) perform scheduled maintenance of the infrastructure and software used to provide the Cisco Technology, during which time You may experience some disruption to the Cisco Technology. Whenever reasonably practicable, Cisco will provide You with advance public notice of such maintenance. You acknowledge that, from time to time, Cisco may need to perform emergency maintenance without providing You advance notice, during which time Cisco may temporarily suspend Your access to, and use of, the Cisco Technology.

Cisco reserves the right (a) to end the life of this Cisco Technology, including component functionality, (“EOL”), and/or (b) to incorporate all or some of the features and functionality of this Cisco Technology into a Cisco paid offer at any time, in its sole discretion, and without liability (“Cisco Offering”). Any new Cisco Offering will be subject to its own terms and conditions.

1. 9.3 Exclusions. Cisco has no duty regarding any IP Claim to the extent based on:
   1. (a) any designs, specifications or requirements provided by You, or on Your behalf;
   2. (b) modification of a Cisco Offer by You, or on Your behalf;
   3. (c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered;
   4. (d) Your use of Motific’s sandbox feature in violation of Section 2;
   5. (e) combination, operation, or use of the Cisco Offer with non-Cisco products, software, content or business processes; or
   6. (f) Your failure to change or replace the Cisco Offer as required by Cisco.

1. (a) indirect, incidental, reliance, consequential, special or exemplary damages; or
2. (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).

1. (a) Your use of Motific’s sandbox feature in violation of Section 2; or
2. (b) third party technologies or services unless they are included as part of a Cisco Offer or agreed in writing.

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).
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.

1. License and right to use. Cisco grants You, for Your direct benefit, a non-exclusive:
   1. (a) license to use Software and Cisco Content; and
   2. (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. Limits on usage. You may not:
   1. (a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offer to any third party, except as authorized by Cisco;
   2. (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;
   3. (c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from any Cisco Offer;
   4. (d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or
   5. (e) use Cisco Content other than as reasonably needed to exercise Your Use Rights.
3. Acceptable use. You will ensure Your access or use of Software or Subscription Offers does not:
   1. (a) violate applicable laws or the rights of any third party; or
   2. (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).
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).
5. Use by third parties. If You permit Authorized Users to access Cisco Offers on Your behalf:
   1. (a) You will make sure all Authorized Users follow these terms; and
   2. (b) You are liable for any breach of these terms by an Authorized User.
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.
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.
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.
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.
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.

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.
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. Continued use and disclaimer.
   1. (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.
   2. (b) Unless agreed by Cisco in writing or required by law, Free Trials are provided “AS-IS” without any express or implied warranties.

1. Notification. Cisco may end the life of Cisco Offers by providing notice at the End-of-Sale and End-of-Life Products webpage.
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.
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.

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:
   1. (a) is known by the recipient without confidentiality obligations;
   2. (b) is or has become public knowledge through no fault of the recipient; or
   3. (c) is independently developed by, or for, the recipient.
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.
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.
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.

1. Cisco respects Your Data and will access and use Data in accordance with the Data Briefs.
2. In addition, if Cisco processes Personal Data or Customer Content, Cisco will process such data according to:
   1. (a) the Data Processing Terms for Personal Data (which are incorporated by reference);
   2. (b) the security measures described in Cisco’s Information Security Exhibit;
   3. (c) the Privacy Data Sheets applicable to the relevant Cisco Offer; and
   4. (d) privacy and data protection laws applicable to Cisco Offers.
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.

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.
2. Cisco may use any feedback You provide in connection with Your use of Cisco Offers.

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:
   1. (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);
   2. (b) fully cooperate with Cisco in the defense of the IP Claim; and
   3. (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.
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.
3. Exclusions. Cisco has no duty regarding any IP Claim to the extent based on:
   1. (a) any designs, specifications or requirements provided by You, or on Your behalf;
   2. (b) modification of a Cisco Offer by You, or on Your behalf;
   3. (c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered;
   4. (d) combination, operation, or use of the Cisco Offer with non-Cisco products, software, content or business processes; or
   5. (e) Your failure to change or replace the Cisco Offer as required by Cisco.
4. To the extent allowed by law, this section 9 states Your only remedy regarding an IP Claim against You.

1. Service Level Agreement. Cisco Offers will comply with applicable Service Level Agreements, as set out in the corresponding Offer Description.
2. Warranties. Cisco provides these warranties for Cisco Offers:
   

   Warranty	Cisco Offer
   	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.
3. Qualifications.
   1. (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.
   2. (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. (1) has not been used according to its Documentation;
      2. (2) has been altered, except by Cisco or its authorized representative;
      3. (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. (4) is provided under a Free Trial; or
      5. (5) has not been provided by an Approved Source.
   3. (c) Your sole remedy for breach of a warranty under section 10.2 is, at Cisco’s option, either:
      1. (1) repair or replacement of the applicable Cisco Offer; or
      2. (2) a refund of either:
         1. (A) the fees paid for Use Rights in the non-conforming Software;
         2. (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
         3. (C) the fees paid for the non-conforming Hardware.
   4. 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.

1. Excluded liability. Neither party is liable for:
   1. (a) indirect, incidental, reliance, consequential, special or exemplary damages; or
   2. (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).
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).
3. Unlimited liability. Nothing in this section 11 limits or excludes liabilities that cannot be excluded or limited under applicable law, or for:
   1. (a) bodily injury or death resulting directly from the other party’s negligence;
   2. (b) fraudulent misrepresentation or willful misconduct;
   3. (c) breach of confidentiality obligations, unless the breach relates to section 7 (Privacy and security);
   4. (d) failure to pay for Cisco Offers;
   5. (e) misuse or misappropriation by a party of the other party’s intellectual property rights; or
   6. (f) failure to comply with export control obligations.

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.
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).
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.

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.
2. No agency. These terms do not create any agency, partnership, joint venture, or franchise relationship.
3. Assignment and subcontracting.
   1. (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.
   2. (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.
4. Third party beneficiaries. These terms do not grant any right or cause of action to any third party.
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.
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.
7. Compliance with laws
   1. (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).
   2. (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.
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 a location not specified below	State of California, United States	Superior Court of California, County of Santa Clara and Federal Courts of the Northern District of California
   Africa, Asia*, Europe*, Middle East, Oceania*	England	English Courts
   Australia	State of New South Wales, Australia	State and Federal Courts in New South Wales
   Canada	Province of Ontario, Canada	Courts of the Province of Ontario
   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.
9. US Government end users
   1. (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.
   2. (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 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.
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-notice@cisco.com, 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.
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.
12. No waiver. Failure by either party to enforce any right under these terms will not waive that right.
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.
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).
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.
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.
17. Order of precedence.
    1. (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. (1) Regional terms;
       2. (2) Data Processing Terms;
       3. (3) Offer Descriptions;
       4. (4) Supplemental Terms (other than Regional Terms);
       5. (5) these General Terms; then
       6. (6) any applicable Cisco policy referenced in these General Terms
    2. (b) As between You and Cisco, these terms prevail over any inconsistencies with Your contract with any Cisco Partner.