Cisco Spark Developer AGREEMENT

PLEASE READ THIS CISCO SPARK DEVELOPER AGREEMENT ("Agreement") CAREFULLY. PRESSING "I AGREE" AT THE END OF THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. BY PRESSING "I AGREE" YOU ARE BINDING YOURSELF ("YOU" OR "USER") TO THIS AGREEMENT WITH CISCO SYSTEMS, INC ("CISCO"). IF YOU DO NOT ACCEPT ALL OR ANY PART OF THIS AGREEMENT, DO NOT PRESS "I AGREE" OR OTHERWISE ACCESS THE CISCO SPARK DEVELOPER SITE. IF YOU ARE AN EMPLOYEE OF CISCO, YOU ARE BOUND BY CISCO INTERNAL POLICIES AND AGREEMENTS, SO SOME OF THE BELOW TERMS AND CONDITIONS WILL NOT APPLY TO YOU.

Background & Description of Services

The Cisco Spark Developer site (the "Site" or “Website”) is a web site developed by Cisco Systems, Inc. to provide the community of developers with a variety of Spark resources, including developer tools, download areas, communication forums and product information (collectively "Services"). The Services include any updates, enhancements and/or new features. The Services also support online events, discuss forums, electronic messaging, blogs, wikis, or other collaborative features that are available for discussions on business or technical issues. Users of the Website and Services must cooperate fully and meet each other's expectations for appropriate behavior. Cisco may modify, enhance, restrict or terminate the Services in its discretion at any time and without notice.

Related Documents

This Agreement should be read in conjunction with the following documents also posted at www.cisco.com/go/servicedescriptions/ : (1) Glossary of Terms; (2) List of Services Not Covered; and (3) Severity and Escalation Guidelines. All capitalized terms not defined herein shall have the meanings ascribed to them in the Glossary of Terms.

Eligibility

The Site and the Services are not available to minors under the age of 18 or to any users suspended or removed from the system by Cisco for any reason. You represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you have the right, authority and capacity to agree to and abide by this Agreement; (c) you are 18 years or older; and (d) your use of the Services does not and will not violate any applicable law or regulation.

Your user profile may be deleted and your access to the Services may be terminated without warning if we believe that you are underage.

Rules and Regulations

This Agreement sets forth the legally binding terms for the Site and the Services. This Agreement covers all of your visits to the Site and any use of the Services. If you stop visiting the Site or stop using the Services, this Agreement remains in effect.

a. Amendments/Other Terms. Cisco may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Cisco will exercise commercially reasonable efforts to provide notice of any material changes to the Agreement. Within three (3) business days of posting changes to the Agreement, they will be binding.

If you do not agree with the changes, you should discontinue using the Site or any Services. If you continue using the Site or Services after the expiration of such three-business-day period, you will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services or access other features of the Services, you may be required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement.

In the event of any conflict between such additional terms and this Agreement, the additional terms control.

b. Member Account and Security. If any portion of the Website requires you to open an account, you agree that the information you include in your user profile will be accurate and not misleading. You are solely responsible for maintaining the confidentiality of your account, registration and password information, and for all uses of this information, whether or not authorized by you. You agree not to use the account, username, or password of another user at any time or to disclose your password to any third party. Cisco will not be liable for any harm caused by, or related to, the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to notify Cisco immediately of any unauthorized use of your account or of any breach in security.

c. Monitoring. Nothing in this Agreement shall require Cisco to monitor or edit the Site. If at any time Cisco chooses, in its sole discretion, to monitor or edit the Site, Cisco nonetheless assumes no responsibility for anything submitted by Users, no obligation to modify or remove any inappropriate materials or information and no responsibility for the conduct of any User. Cisco does not endorse and has no control over User conduct or what Users post or submit to the Site. Cisco reserves the right, in its sole discretion, to reject, refuse to post or remove any User profile, posting or other data, or to restrict, suspend, or terminate any User's access to all or any part of the Site or Services at any time, for any or no reason, with or without prior notice, and without liability. You agree that Cisco has no liability whatsoever if Cisco refuses to post your submissions or edits, restricts or removes your submissions.

USE IS AT YOUR OWN RISK

d. Laws and Reporting. You may not use the Site or Services in any manner inconsistent with applicable law or for any illegal purpose, including but not limited to conspiring to violate laws or regulations. Recognizing the global nature of the Internet, you also agree to comply with applicable local rules or codes of conduct (including codes imposed by your employer) regarding online behavior and acceptable content. Additionally, you agree to comply with applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Cisco reserves the right to investigate and take appropriate action against anyone who, in Cisco's sole discretion, is suspected of violating this provision, including without limitation, reporting you to law enforcement authorities. Use of the Services is void where prohibited.

e. Use of Services; Prohibited Content and Conduct. In providing this Site and Services, Cisco intends to maintain an informative and valuable service that meets the needs of its users and is free from verbal abuse, violations of privacy and other harmful activities. Although we welcome your participation, Cisco reserves the right to investigate and take appropriate action, including any legal action, against anyone who, in Cisco's sole discretion, violates this provision.

When visiting the Website and/or using the Services for any purpose, you may not:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy or publicity) of others;

Post any content or images containing nudity, or materials that may be considered obscene, lewd, excessively violent, harassing, explicit or otherwise objectionable in Cisco's sole discretion; Transmit "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming,"or "spamming";

Upload, or otherwise make available any content that is protected by intellectual property laws, including, without limitation, copyright, patent, trademark, trade secret, moral right, proprietary rights or rights of publicity or privacy unless you own or have obtained all necessary rights;

Upload, post, or otherwise make available any Information prohibited from disclosure under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information;

Attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Cisco server or to any of the Services, through hacking, password mining or any other means;

Solicit or attempt to solicit personal information from anyone under 18, or collect or attempt to collect passwords or personal identifying information for commercial or unlawful purposes from other users; Create a false identity for the purpose of misleading others;

Prevent, restrict or inhibit any other user from using and participating in the Services;

Further or promote any criminal activity or enterprise;

Engage in any activity that involves commercial activities and/or sales without Cisco's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.

Post any other content that, in Cisco's sole discretion, undermines the purpose of the Site or otherwise reflects unfavorably upon Cisco, its partners, affiliates or customers.

Other Users may violate one or more of the above prohibitions, but Cisco assumes no responsibility or liability. Under no circumstances will Cisco be liable in any way for User conduct, data or other content on the Site or transmitted via the Services or any loss or damage of any kind incurred as a result of the use of, access or denial of access to any data or content. If you become aware of misuse of the Site or Services by any person, please contact Cisco at devsupport@ciscospark.com. Cisco may investigate complaints and violations that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing content or terminating accounts and/or profiles. However, because situations and interpretations vary, we also reserve the right not to take any action. If at any time you are not happy with the Site or the Services, User conduct or any material on the Site, your sole remedy is to cease using the Site or the Services.

Privacy, Confidentiality and Collection of Personal Information

Use of the Services is also governed by our Privacy Policy which is incorporated into this Agreement by this reference and may be found at http://www.cisco.com/web/siteassets/legal/privacy.html. Additionally, you understand and agree that Cisco may contact you via e-mail or other contact information provided in your registration, with information related to your use of the Site or Services. You also agree to have your name, profile name or other identifying information listed in the header of certain communications you initiate through the Services.

Competitive Use

You may not use the Site or the Services to advertise, promote, endorse or market, directly or indirectly, any products, services, solutions or other technologies that, in Cisco's sole and absolute discretion, compete with the products, services, solutions or technologies of Cisco.

Ownership / Licenses

Cisco does not claim any ownership rights in any text, files, images, photos, video, sounds, works of authorship or other materials that Users upload to the Site or transmit via the Services ("User Content"). However, by uploading User Content to the Site, transmitting User Content using the Services or otherwise providing User Content to Cisco, you grant to Cisco a world-wide, royalty-free, sub-licensable (so Cisco affiliates, contractors or vendors can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the User Content in the course of offering the Site and/or the Services. Cisco will treat any User Content as non- confidential and public. Please do not submit confidential or private information. You also agree that any other User of this Site may access, view, store or reproduce your User Content for such User's personal use or otherwise in connection with use of the Site and/or Services.

Site and the Services also contain content owned by or licensed to Cisco ("Cisco Content"). Cisco owns and retains all rights in the Cisco Content and the Services, including all intellectual property rights. Cisco hereby grants you a limited, revocable, non-sub-licensable license to reproduce and display the Cisco Content (excluding any software code, API, or SDKs) solely for your personal use to view the Site and otherwise as necessary to use the Services. Except as set forth above, nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise any license or right under any trade secret, patent, trademark, copyright or other intellectual property right of Cisco or any third party. All licenses not expressly granted by Cisco are reserved.

Any Spark SDKs, Widgets, APIs, or software and any accompanying documentation you download from the Site ("Software") may be subject to the terms and conditions of a separate software license agreement between you and Cisco. Your use of the Spark SDK available at https://developer.ciscospark.com/sdks-and-widgets.html shall be subject to the MIT License https://github.com/ciscospark/spark-java-sdk/blob/master/LICENSE , and your use of the Spark APIs available through https://developer.ciscospark.com/ and at https://api.ciscospark.com shall be subject to the Cisco License Agreement https://developer.cisco.com/fileMedia/download/0dbb0b8c-abb0-4978-bdc1-158690e21689, respectively. You must read the license agreement(s) and indicate your agreement to its terms prior to downloading, installing or using such Software. Everything hosted on this Website, with the exception of User Content, is owned by Cisco or its licensors, suppliers or partners. All rights to the contents on this Website are reserved. You may not reproduce any portion of the contents of this Website without Cisco's prior written consent.

Feedback

Cisco is not actively seeking Feedback on the Site. However, by submitting ideas, suggestions, documents, and/or proposals ("Feedback") to Cisco, you acknowledge and agree that: i) your Feedback does not contain confidential or proprietary information; ii) Cisco is under no obligation of confidentiality, express or implied, with respect to the Feedback; iii) Cisco shall be entitled to use or disclose such Feedback for any purpose, in any way, in any media, worldwide; iv) Cisco may already be developing something similar to the Feedback; v) your Feedback becomes the property of Cisco without any obligation to you; and vi) you are not entitled to any compensation for such Feedback.

Termination

Cisco, in its sole discretion, may immediately suspend or terminate your access to the Website if you violate or otherwise fail to comply with the terms and conditions of this Agreement. Upon doing so, Cisco may retain or delete, in its sole discretion, any information or content which you provided on the Website. In addition, Cisco may cease to provide and maintain the Website at any time, for any reason.

DEVELOPER SUPPORT TICKETING

Cisco Responsibilities

Cisco will provide 24/7/365 technical support for the Spark API via devsupport@ciscospark.com (with additional channels as they are made available), using standard Cisco support applications and tools.

Developer Responsibilities

User acknowledges only the Spark API is supported under this Agreement and User is not entitled to support on any other Cisco products. Support for Spark end users, Cisco supplied Spark integrations, and any other Cisco product except the Spark API is covered under separate service maintenance agreements.

Tickets for completed applications with production use will receive priority attention over applications still in development; please identify severity of impact when opening tickets for production outages, so appropriate escalations can be made in a timely fashion.

Services Not Covered

a. Any customization of the Spark API, porting of the Spark API, or labor to setup the Spark API.

b. Any hardware or software User may need to acquire to use the Spark API (such as REST Clients).

c. Support of the Spark API that is altered or modified by User, other than as specified in the applicable Cisco-supplied documentation.

d. Services to resolve Spark API problems resulting from third party products or causes beyond Cisco's control (such as integrations with additional non-Cisco APIs).

e. Services for non-Cisco development tools or any non-Cisco software installed with the Spark API, such as any Hardware upgrade required to run new or updated SDK.

Additional Disclaimers

a. Technical Errors. Cisco assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any User communication. Cisco is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from using the Site or the Services.

b. "AS IS." TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, CISCO SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE RESULTING FROM USE OF THE SITE, THE SERVICES, FROM ANY USER CONTENT OR CISCO CONTENT POSTED ON OR THROUGH THE SERVICES, OR FROM THE CONDUCT OF ANY USERS, WHETHER ONLINE OR OFFLINE. THE SITE, SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND CISCO EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CISCO DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION, USE CONTENT OR COMMUNICATIONS BETWEEN USERS. CISCO CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF

THE SITE OR THE SERVICES. USE IS AT YOUR OWN RISK.

Indemnity

You agree to defend, indemnify and hold Cisco, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by party arising out of or related to: (i) your use of the Services and/or the Site; (ii) your breach of this Agreement; (iii) your User Content; or (iv) any use of Cisco Content.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL CISCO BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFIT DAMAGES, COSTS OF REPLACEMENT GOODS OR LOSS OF OR DAMAGE TO DATA ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SITE OR SERVICES, EVEN IF CISCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CISCO'S LIABILITY TO YOU FOR ANY CAUSE(S) WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE THOUSAND DOLLARS (USD $1,000.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN KINDS OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Copyright

You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Cisco may terminate access to the Site or the Services for any User who is alleged to infringe another party's copyright upon receipt of proper notification to Cisco by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, If you believe that your work has been infringed, please provide Cisco's Copyright Agent with the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b. A description of the copyrighted work that you claim has been infringed;

c. A description of where the material that you claim is located on the Website, or other appropriate information sufficient for its location and removal;

d. Your address, telephone number, and e-mail address;

e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Cisco's Copyright Agent for Notice of claims of copyright infringement on Website can be reached as follows:

Copyright Agent c/o Cisco Systems, Inc. 170 Tasman Drive San Jose, CA 95134 By phone: 408-526-4000 By facsimile: 408-526-5952 By e-mail: dmcaagent@cisco.com

Trademarks

The trademarks, logos and service marks ("Marks") displayed on this Website are the property of Cisco or its licensors. Users are not permitted to use these Marks without the prior written consent of Cisco or the third party which may own the Mark. Cisco is a registered trademark of Cisco Systems, Inc. A complete list of Cisco trademarks may be found at: http://www.cisco.com/web/siteassets/legal/trademark.html.

Disputes

You are solely responsible for your interactions with other Users. Cisco reserves the right, but has no obligation, to monitor disputes between you and other Users. If there is any dispute about or in any way involving the Site or the Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of San Jose.

Costs and Fees

Site registration is presently at no charge to Users. You acknowledge and agrees that Cisco may later require Users to pay a fee to continue to use the Site. In its sole discretion, Cisco may offer certain Services for a fee (e.g., booth fees or hosting a webinar).

Miscellaneous

This Agreement shall be governed by the laws of the State of California in the United States of America, without giving effect to any conflict of laws rules or principles that would require the application of the laws of a different jurisdiction. If any provision of these terms of use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Cisco's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

Entire Agreement

This Agreement constitutes the entire agreement between you and Cisco regarding the use of the Services and the Site. The failure of Cisco to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. The parties are independent contractors under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other party.

I HAVE READ THE AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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