Cisco Design Partner Agreement
Effective: Oct 13 2022
Thank you for agreeing to help Cisco Systems, Inc. (“Cisco”) explore and exchange ideas on industry problems and new market trends, to test and validate incubation projects in beta stages, and to provide Feedback on emerging Cisco products, services, and technologies for the purpose of establishing and advancing the next Bold Bet solutions for Cisco (the “Design Partner Community” or the “Purpose”). This Design Partner Agreement (the “Agreement”) between you (“You” or “Design Partner”) and Cisco covers your participation in the Design Partner Community, including Your testing and validation of beta and pre-release Software and Cloud Services (“Cisco Technology”).
By signing up to be a Design Partner or by Your download, installation, or use of Cisco Technology, You agree to be bound by the terms of this Agreement. If You do not have authority to enter into this Agreement or You do not agree with its terms, You cannot use the Cisco Technology. All use of Cisco Technology is “AS IS” and at Your own risk.
- Confidentiality. In the course of this Agreement and for the Purpose described above, Cisco and Design Partner (the “Parties”) may share confidential information with each other that is (a) conspicuously marked as confidential; (b) identified as confidential at the time of oral disclosure, or (c) information that recipient knows or reasonably should know is discloser’s confidential information, including information concerning discloser’s products or services, plans or roadmaps, current or future business ideas, technical information, and similar materials (“Confidential Information”). For a period of five (5) years from the date of disclosure, both Cisco and Design Partner shall keep all such Confidential Information in trust and confidence and protect the discloser’s Confidential Information to at least the same degree and standard of care that the recipient protects its own confidential information of like nature, but in no event with less than a reasonable standard of care, and may not use such Confidential Information other than as expressly authorized under this Agreement. The obligations of confidentiality shall not apply to information that (a) has entered the public domain except where such entry is the result of recipient’s breach of this Agreement or (b) subsequent to disclosure hereunder is obtained by recipient on a non-confidential basis from a third party who has the right to disclose such information to the recipient.
- Feedback. Notwithstanding Section 1 above, as a Design Partner, You may provide Cisco with suggestions, ideas, enhancement requests, or recommendations related to Cisco Technology (“Feedback”). All Feedback about Cisco Technology provided by Design Partner in the course of or as a result of this Agreement are and shall remain the property of Cisco. Feedback shall not be considered the Confidential Information, intellectual property, or trade secret information of Design Partner. Cisco may freely use, profit from, disclose, publish, or otherwise exploit such Feedback. For clarity, Cisco shall be free to use Feedback in the further development of its products, services, and technologies without obligation of any kind to Design Partner.
- Ownership. Design Partner acknowledges that Cisco Technology is temporarily provided to Design Partner for testing and evaluation purposes only and agrees that Cisco retains ownership of all right, title, and interest to the Cisco Technology, its design, its documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights, and trade secret rights). Design Partner agrees not to (a) alter, modify, copy, or in any way reverse engineer, decompile, or disassemble the Cisco Technology or its design, make derivative works based upon the Cisco Technology, or use the Cisco Technology to develop any products, or (b) sell, license, rent, or transfer the Cisco Technology to any third party.
- License Grant. Cisco grants to Design Partner a personal, non-transferable, non-exclusive license (without right to sublicense) to use Cisco Technology solely for the Purpose, subject to the terms of this Agreement. Design Partner acknowledges and agrees that the Cisco Technology is beta and has not been productized or commercialized and Cisco makes no commitment that it will commercialize the Cisco Technology in the future. Design Partner evaluates Cisco Technology at its own risk. Cisco reserves the right, with or without cause, to terminate testing of the Cisco Technology or to require a commercial license for its continued use.
- Voluntary Participation. Participation in the Design Partner Community is strictly voluntary and does not require purchasing any Cisco Technology or other Cisco products or services. Cisco is not providing payment, royalties, or any other compensation or attribution for Your participation, for using Feedback. Your relationship with Cisco is solely as a voluntary participant in the Design Partner Community and not as an employee. Nor does your participation as a Design Partner form any type of legal partnership or joint venture. To the best of Your knowledge, no Feedback or Recordings violate the copyrights, privacy, or other rights of third parties, and all statements of fact are accurate.
- Limitation of Liability. IN NO EVENT SHALL CISCO BE LIABLE TO DESIGN PARTNER FOR ANY DAMAGES RELATED TO DESIGN PARTNER’S USE OF CISCO TECHNOLOGY UNDER THIS AGREEMENT, INCLUDING: INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOSS OR DILUTION OF BUSINESS, SALES, OPPORTUNITIES, REVENUES, PROFITS, REPUTATION, OR GOODWILL; LOSS OR CORRUPTION OF DATA; BUSINESS OR SERVICE INTERRUPTION, DISRUPTION, OR DOWNTIME; ANY OTHER DIRECT OR INDIRECT DAMAGES, EVEN IF CISCO HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
- Disclaimer of Warranty. ALL CISCO TECHNOLOGY PROVIDED UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND WITHOUT SUPPORT. TO THE EXTENT PERMITTED BY LAW, CISCO DISCLAIMS ALL WARRANTIES IN CONNECTION WITH SUCH CISCO TECHNOLOGY, INCLUDING MODIFICATIONS AND IMPROVEMENTS THERETO, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CISCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DESIGN PARTNER ACKNOWLEDGES THAT THE CISCO TECHNOLOGY IS A PROTOTYPE THAT IS NOT COMMERCIALLY AVAILABLE, MAY CONTAIN ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, AND MAY RESULT IN UNPREDICTABLE PERFORMANCE. CISCO DOES NOT REPRESENT OR WARRANT THAT ANY CISCO TECHNOLOGY, FEATURE, OR FUNCTIONALITY DISCLOSED AS PART OF THIS AGREEMENT WILL EVER BE COMMERCIALIZED OR RELEASED IN A PRODUCT OR SERVICE.
- Data Protection and Privacy. To the extent this Agreement requires processing Cisco data or Design Partner data, including video files or recordings of user behavior (“Recordings”) and other personal information, the Parties consent to this processing only for the Purpose of the Design Partner Community and shall collect and process all such data in accordance with all applicable data protection and privacy laws, rules and regulations applicable to a Party and binding on that Party in the performance of its obligations under this Agreement. Furthermore, the Parties represent and warrant that they have all of the required authorizations to provide such data to the other Party under this Agreement, and that they will restrict the disclosure of such data to the minimum necessary for the Purpose specified in this Agreement. Design Partner has read and agrees to the Cisco Online Privacy Statement, which can be found at (https://www.cisco.com/c/en/us/about/legal/privacy-full.html).
- Export. Cisco Technology is subject to U.S. and local export control and sanctions laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export, or re-export any Cisco Technology in a way that would cause Cisco to violate those laws. You also agree to obtain any required licenses or authorizations.
- Termination. This Agreement is effective until terminated. Either Party may terminate this Agreement, with or without cause, by providing written notice to the other Party’s Legal or Compliance department. Cisco may also terminate the Design Partner Community and this Agreement at any time by providing written notice through the Cisco Design Partner website. Notwithstanding this Section 10, the rights and obligations with respect to Confidential Information as described in Section 1 will survive termination of this Agreement.
- General. This is the entire understanding of the Parties and supersedes and cancels all previous written and verbal agreements, communications and other understandings relating to the subject matter of this Agreement. Any waiver, amendment, or modification must be through a written agreement signed by both Parties. A failure to enforce any provision of this Agreement shall not constitute a waiver. Disputes relating to this Agreement shall be governed by the laws of the State of California and instituted in state or federal court in Santa Clara County, California.
Download a copy of the Agreement here.