End User License Agreement / Software License Agreement

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT/SOFTWARE LICENSE
AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED
SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

CISCO IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT
YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY
DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS
THIS SOFTWARE, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU
REPRESENT (COLLECTIVELY, 'CUSTOMER') TO THIS AGREEMENT. IF YOU DO NOT AGREE TO
ALL OF THE TERMS OF THIS AGREEMENT, THEN CISCO IS UNWILLING TO LICENSE THE
SOFTWARE TO YOU AND (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B)
YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED
AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL
REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM
CISCO OR AN AUTHORIZED CISCO RESELLER, AND APPLIES ONLY IF YOU ARE THE
ORIGINAL END USER PURCHASER.

The following terms of this End User License Agreement/Software License
Agreement ('Agreement') govern Customer's access and use of the Software,
except to the extent (a) there is a separate signed agreement between Customer
and Cisco governing Customer's use of the Software or (b) the Software
includes a separate 'click-accept' license agreement as part of the
installation and/or download process. To the extent of a conflict between the
provisions of the foregoing documents, the order of precedence shall be (1)
the signed agreement, (2) the click-accept agreement, and (3) this End User
License Agreement / Software License Agreement.

License. Conditioned upon compliance with the terms and conditions of this
Agreement, Cisco Systems, Inc. or its subsidiary licensing the Software
instead of Cisco Systems, Inc. ('Cisco'), grants to Customer a nonexclusive
and nontransferable license to use for Customer's internal business purposes
the Software and the Documentation for which Customer has paid the required
license fees. 'Documentation' means written information (whether contained in
user or technical manuals, training materials, specifications or otherwise)
specifically pertaining to the Software and made available by Cisco with the
Software in any manner (including on CD-Rom, or on-line).

Customer's license to use the Software shall be limited to, and Customer shall
not use the Software in excess of, a single hardware chassis or card or that
number of agent(s),concurrent users, sessions, IP addresses, port(s), seat(s),
server(s) or site(s), as set forth in the applicable Purchase Order which has
been accepted by Cisco and for which Customer has paid to Cisco the required
license fee.

Unless otherwise expressly provided in the Documentation, Customer shall use
the Software solely as embedded in, for execution on,or (where the applicable
documentation permits installation on non-Cisco equipment)for communication
with Cisco equipment owned or leased by Customer and used for Customer's
internal business purposes. NOTE: For evaluation or beta copies for which
Cisco does not charge a license fee, the above requirement to pay license fees
does not apply.

General Limitations. This is a license, not a transfer of title, to the
Software and Documentation, and Cisco retains ownership of all copies of the
Software and Documentation. Customer acknowledges that the Software and
Documentation contain trade secrets of Cisco, its suppliers or licensors,
including but not limited to the specific internal design and structure of
individual programs and associated interface information. Accordingly, except
as otherwise expressly provided under this Agreement, Customer shall have no
right, and Customer specifically agrees not to:

(i)  transfer, assign or sublicense its license rights to any other person or
entity, or use the Software on unauthorized or secondhand Cisco equipment, and
Customer acknowledges that any attempted transfer, assignment, sublicense or
use shall be void;

(ii)  make error corrections to or otherwise modify or adapt the Software or
create derivative works based upon the Software, or permit third parties to do
the same;

(iii)  reverse engineer or decompile, decrypt, disassemble or otherwise reduce
the Software to human-readable form, except to the extent otherwise expressly
permitted under applicable law notwithstanding this restriction;

(iv)  use or permit the Software to be used to perform services for third
parties, whether on a service bureau or time sharing basis or otherwise,
without the express written authorization of Cisco; or

(v)  disclose, provide, or otherwise make available trade secrets contained
within the Software and Documentation in any form to any third party without
the prior written consent of Cisco. Customer shall implement reasonable
security measures to protect such trade secrets.

To the extent required by law, and at Customer's written request, Cisco shall
provide Customer with the interface information needed to achieve
interoperability between the Software and another independently created
program, on payment of Cisco's applicable fee, if any. Customer shall observe
strict obligations of confidentiality with respect to such information and
shall use such information in compliance with any applicable terms and
conditions upon which Cisco makes such information available.

Software, Upgrades and Additional Copies. For purposes of this Agreement,
'Software' shall include (and the terms and conditions of this Agreement shall
apply to) computer programs, including firmware, as provided to Customer by
Cisco or an authorized Cisco reseller, and any upgrades, updates, bug fixes or
modified versions thereto (collectively, 'Upgrades') or backup copies of the
Software licensed or provided to Customer by Cisco or an authorized Cisco
reseller. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1)CUSTOMER
HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS
CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID
LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE
UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO CISCO
EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR
WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING
UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO
NECESSARY BACKUP PURPOSES ONLY.

Proprietary Notices. Customer agrees to maintain and reproduce all copyright
and other proprietary notices on all copies, in any form, of the Software in
the same form and manner that such copyright and other proprietary notices are
included on the Software. Except as expressly authorized in this Agreement,
Customer shall not make any copies or duplicates of any Software without the
prior written permission of Cisco.

Term and Termination.This Agreement and the license granted herein shall
remain effective until terminated. Customer may terminate this Agreement and
the license at any time by destroying all copies of Software and any
Documentation. Customer's rights under this Agreement will terminate
immediately without notice from Cisco if Customer fails to comply with any
provision of this Agreement. Upon termination, Customer shall destroy all
copies of Software and Documentation in its possession or control. All
confidentiality obligations of Customer and all limitations of liability and
disclaimers and restrictions of warranty shall survive termination of this
Agreement. In addition, the provisions of the sections titled 'U.S. Government
End User Purchasers' and 'General Terms Applicable to the Limited Warranty
Statement and End User License' shall survive termination of this Agreement.

Customer Records. Customer grants to Cisco and its independent accountants the
right to examine Customer's books, records and accounts during Customer's
normal business hours to verify compliance with this Agreement. In the event
such audit discloses non-compliance with this Agreement, Customer shall
promptly pay to Cisco the appropriate license fees, plus the reasonable cost
of conducting the audit.

Export. Software and Documentation, including technical data, may be subject
to U.S. export control laws, including the U.S. Export Administration Act and
its associated regulations, and may be subject to export or import regulations
in other countries. Customer agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain licenses
to export, re-export, or import Software and Documentation.

U.S.Government End User Purchasers. The Software and Documentation qualify as
'commercial items', as that term is defined at Federal Acquisition Regulation
('FAR') (48 C.F.R.) 2.101, consisting of 'commercial computer software' and
'commercial computer software documentation' as such terms are used in FAR
12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through
227.7202-4, and notwithstanding any other FAR or other contractual clause to
the contrary in any agreement into which this End User License
Agreement/Software License Agreement may be incorporated, Customer may provide
to Government end user or, if this Agreement is direct, Government end user
will acquire, the Software and Documentation with only those rights set forth
in this End User License Agreement/Software License Agreement. Use of either
the Software or Documentation or both constitutes agreement by the Government
that the Software and Documentation are 'commercial computer software' and
'commercial computer software documentation,' and constitutes acceptance of
the rights and restrictions herein.

Limited Warranty
Subject to the limitations and conditions set forth herein, Cisco warrants
that commencing from the date of shipment to Customer (but in case of resale
by an authorized Cisco reseller, commencing not more than ninety (90) days
after original shipment by Cisco), and continuing for a period of the longer
of (a) ninety (90) days or (b) the software warranty period (if any) set forth
in the warranty card accompanying the product of which the Software is a part
(the 'Product') (if any): (a) the media on which the Software is furnished
will be free of defects in materials and workmanship under normal use; and (b)
the Software substantially conforms to the Documentation. The date of shipment
of a Product by Cisco is set forth on the packaging material in which the
Product is shipped. Except for the foregoing, the Software is provided AS IS.
This limited warranty extends only to the Customer who is the original
licensee. Customer's sole and exclusive remedy and the entire liability of
Cisco and its suppliers and licensors under this limited warranty will be (i)
replacement of defective media and/or (ii) at Cisco's option, repair,
replacement, or refund of the purchase price of the Software, in both cases
subject to the condition that any error or defect constituting a breach of
this limited warranty is reported to Cisco or the party supplying the Software
to Customer, if different than Cisco, within the warranty period. Cisco or the
party supplying the Software to Customer may, at its option, require return of
the Software as a condition to the remedy. In no event does Cisco warrant that
the Software is error free or that Customer will be able to operate the
Software without problems or interruptions. In addition, due to the continual
development of new techniques for intruding upon and attacking networks, Cisco
does not warrant that the Software or any equipment, system or network on
which the Software is used will be free of vulnerability to intrusion or
attack.

Restrictions. This warranty does not apply if the Software, Product or any
other equipment upon which the Software is authorized to be used (a) has been
altered, except by Cisco or its authorized representative, (b) has not been
installed, operated, repaired, or maintained in accordance with instructions
supplied by Cisco, (c) has been subjected to abnormal physical or electrical
stress, misuse, negligence, or accident; or (d) is licensed, for beta,
evaluation, testing or demonstration purposes for which Cisco does not charge
a purchase price or license fee.

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR CONDITIONOF 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. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY
IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,
THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC
LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even
if the express warranty set forth above fails of its essential purpose.

General Terms Applicable to the Limited Warranty Statement and End User
License.

Disclaimer of Liabilities. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CISCO OR ITS
SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA,
BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS
OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY
TO USE SOFTWARE OR OTHERWISE AND EVEN IF CISCO OR ITS SUPPLIERS OR LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall
Cisco's or its suppliers' or licensors' liability to Customer, whether in
contract, tort (including negligence), breach of warranty, or otherwise,
exceed the price paid by Customer for the Software that gave rise to the claim
or if the Software is part of another Product, the price paid for such other
Product. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR
EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES,THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.

Customer agrees that the limitations of liability and disclaimers set forth
herein will apply regardless of whether Customer has accepted the Software or
any other product or service delivered by Cisco. Customer acknowledges and
agrees that Cisco has set its prices and entered into this Agreement in
reliance upon the disclaimers of warranty and the limitations of liability set
forth herein, that the same reflect an allocation of risk between the parties
(including the risk that a contract remedy may fail of its essential purpose
and cause consequential loss), and that the same form an essential basis of
the bargain between the parties.

The Warranty and the End User License shall be governed by and construed in
accordance with the laws of the State of California , without reference to or
application of choice of law rules or principles. The United Nations
Convention on the International Sale of Goods shall not apply. If any portion
hereof is found to be void or unenforceable, the remaining provisions of the
Agreement shall remain in full force and effect. Except as expressly provided
herein, this Agreement constitutes the entire agreement between the parties
with respect to the license of the Software and Documentation and supersedes
any conflicting or additional terms contained in any purchase order or
elsewhere, all of which terms are excluded. This Agreement has been written in
the English language, and the parties agree that the English version will
govern.
