Terms of service: Cisco Webex

Please refer to the following points for legal terms and conditions.

 

 

SPECIFIC TERMS OF USE – CISCO WEBEX 

 

The present Specific Terms of Use shall be included in the Contract and shall define the terms and conditions applicable to any Cisco Cloud Services for Collaboration Technology offers, as specified in the relevant service order form (“SOF”). The Cisco Cloud Services for Collaboration Technology include without limitation collaboration services such as Cisco Webex with, as applicable, Cisco Cloud Connected Audio services (“CCA”) provided by Supplier and/or voice services such as Webex Calling Services with, as applicable, Cloud Voice Services (collectively referred to as the “Services”).

 

Cisco means the third-party company which provides to Supplier certain technical solutions integrated in the Services.

 

“Software” is the object code and machine-readable version of the computer programs provided with the Cisco Cloud Services for Collaboration Technology and made available by Cisco for license to Client including firmware and any copies made, bug fixes for, updates to, or upgrades thereof.

 

“User” refers to (i) any natural person which holds an account (the “Moderator”); (ii) any natural person who participates in the conference (the “Participant”); and/or (iii) the Client account administrator; and/or (iv) any calling user.

 

Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Terms and Conditions or in the Contract.

 

 

 

THE PARTIES AGREE THAT THESE SPECIFIC TERMS OF USE SHALL PREVAIL ON ANY CONFLICTING PROVISIONS CONTAINED IN ANY OTHER CONTRACTUAL DOCUMENT HAVING THE SAME PURPOSE.

 

 

 

1. COLLABORATION SERVICES

 

1.1                 Cisco Cloud Services for Collaboration Technology

 

1.1.1.       Service Description and Pre-requisites. The Cisco Cloud Services for Collaboration Technology are subject to the relevant service description which includes User’s obligations.

 

 

 

1.1.2.       Legal Terms. The Cisco Cloud Services for Collaboration Technology include terms applicable to Client’s use of the Cisco Webex Service and Client must agree to the following terms as a condition precedent of its use of the Cisco Webex Service: (i) the Cisco Universal Cloud Agreement available at: https://www.cisco.com/c/en/us/about/legal/cloud-and-software/universal-c... (ii) the then-current Enterprise Agreement terms (“End User Terms and Conditions”). The warranties provided by and applicable to Cisco Cloud Services for Collaboration Technology are available at  http://www.cisco.com/go/warranty.

 

 

 

Client shall promptly notify Supplier of any actual or suspected breach of the End User Terms and Conditions and further agrees to provide reasonable assistance to Supplier in order to protect Supplier or Cisco’s rights.

 

 

 

1.1.3.       Territories. Client agrees that Cisco Webex is only available in the countries listed here: https://help.webex.com/en-us/n6fwepj/Where-is-Cisco-Webex-Available.

 

 

 

1.1.4.       Fair Use. The Services are subject to a fair use policy designed to prevent fraud and abuse of the Services. The fair use policy is provided to Client in the SOF. Client shall inform the Moderators accordingly and shall ensure their compliance thereof. Should a Moderator exceed the limits provided in the fair use policy, Supplier shall inform Client and Client shall adjust the Moderator’s use of the Services.

 

 

 

1.2                 CCA Services

 

1.2.1        Service Description and Pre-requisites. Client shall use CCA Services in accordance with Supplier’s written instructions as set out specifically in the "welcome email".

 

 

 

Client shall be and remain responsible for providing internet access, connectivity and communications equipment. Client recognizes that to establish the online connection to CCA Services and to operate the User devices for using the Services shall not be part of the CCA Services.

 

 

 

1.2.2        Legal Terms. With respect to CCA Services, and subject to article 9 of the Contract, Supplier's aggregate liability to Client, its representatives, employees, agents, consultants or officials shall be limited, all damages and service credits included, to six (6) times the monthly average of the sums invoiced by Supplier to Client from the signature date of the SOF until the date of the event giving rise to the damage, in respect of the Services from which such damage originated. This limitation of liability is overall and not per-incident.

 

2. CLOUD TELEPHONY SERVICES

 

2.1.                Webex Calling Services for Cloud Telephony

 

“Webex Calling Services” refers to the cloud-based PBX unified communications service offered by Cisco that (a) consists of a core set of voice business communication features as specified in the service description, combined with Cloud Voice Services.

 

2.1.1.       Service Description and Pre-requisites. The offer description applicable to the Webex Calling Services is set out in the service description and available at https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescri...’s network infrastructure, including LAN and WAN, shall meet the requirements as defined in the service description (Customer network minimum requirements guide).

 

2.1.2.       Features. Webex Calling Services include features and terms applicable to Client’s use of the Webex Calling Services as set out in the services description.

 

2.1.3.       Legal Terms. Client’s use of Webex Calling Services shall be subject to the terms of the End User Agreement (as applicable) and Client’s compliance with all applicable laws and regulations and with the Acceptable Use Policy.  Any add-on software may be subject to additional end user license terms (which may be done via “click through” when downloaded) and as set forth in the service description. Each User agrees to the Cisco Privacy Policy as set forth in the service description. 

 

2.2.                Cloud Voice Services

 

Terms and conditions applicable to Cloud Voice Services are set forth in Cloud Voice Specific Terms of Use.

 

 

 

3. COMMON TERMS APPLICABLE TO SUPPLIER SERVICES AND CISCO WEBEX SERVICES

 

3.1          Service Description. The Service and offer description applicable to the Cisco Webex Services including CCA  and Webex Calling Services is set out in the service description available at http://terms.arkadin.com/Cisco-Webex-provided-by-Arkadin-Service-Descrip....

 

3.2          Limited License. In connection with the Services, during the Term of the Contract, Cisco and/or Supplier, as applicable, hereby grants Client a non-exclusive, non-transferable (except as specified in the Contract) license to use the Software, as required to provide Client such Cisco Cloud Services for Collaboration Technology offers for the period defined in the applicable SOF, for Client’s own internal business purposes.

 

3.3          License Restrictions. In connection with the license grant set out in this Contract, to the extent permitted by law: (a) Client agrees that it will not:  (i) use, copy, reproduce, replicate, distribute, sell, transfer, assign, license or sublicense the Software, in whole or in part, or any component thereof except as expressly set forth in the Contract; (ii) use the Software on hardware for any unauthorized purpose, attempt to create any derivative version thereof, or de-compile, decrypt, reverse engineer, disassemble or otherwise reduce Software to human-readable form; and (iii) remove any proprietary markings or notices of any proprietary rights set forth on Software; (b) Client acknowledges and agrees: (i) it will only use Software and any component thereof in connection with the Services; (ii) Cisco and/or Supplier or their subcontractors or suppliers, as the case may be, retain all ownership and intellectual property rights in the Software and any components thereof; (iii) the Software may include source code from third parties; (iv) third party technology that may be appropriate or necessary for use with the Software is specified in the service description and such third party technology is licensed to Client only for use with the Software; (vi) Client will not publish any results of benchmark tests run on the Software or any component thereof. 

 

3.4          Intellectual Property. The issuance by Supplier of PIN codes, passwords and telephone numbers or the access or the use of the Services or part thereof shall imply no transfer of ownership to Client or to Users.

 

3.5          Intellectual Property Rights Infringement Indemnification.

 

Subject to any limitation and restriction set out in the Contract, Supplier will defend and indemnify Client against any third party claim, suit, action or proceeding which alleges that Client’s use of Supplier Material in connection with the Services, as expressly authorized herein, infringes the intellectual property rights of the third party.

 

 

 

Subject to the limitation of liability set out in Clause 9 of the Contract, Supplier’s obligation will be to pay all proven direct damages and expenses awarded by a court or arbitrator or agreed by Supplier in a settlement of the claim.

 

Supplier’s indemnification obligations above are expressly conditioned on Client: a) providing Supplier with immediate notice of the claim; b) making every reasonable effort to mitigate its losses in connection with the claim; c) giving Supplier sole control of the defence and settlement negotiations of the claim; and d) cooperating with Supplier, at Supplier’s expense, in defending or settling such claim.

 

 

 

Upon becoming aware of or reasonably suspecting an infringement claim that threatens the continued use of the Services or any Supplier Material related thereto, Supplier shall be entitled, at its own expense and option, to: a) obtain for Client a license for the continued use of the infringing the

 

Supplier Material; b) replace the infringing material with non-infringing material that is substantially equivalent in functionality; c) repair or make those modifications to the infringing material that may be necessary to remove the alleged infringement; or d) if there is no way of remedying the infringement, terminate the Contract under which the infringing material is provided, in whole or in part, on notice to the Client, and Client will be entitled to a pro-rata refund of any part of the Charges it has paid for the Services to be supplied after the date of termination under such Contract.

 

 

 

Supplier will have no obligation under this  clause for: a) any infringement arising from the combination of the Supplier Material with other products not supplied or specifically approved by Supplier; b) any infringement arising from an act or omission of the Client or its directors, employees, agents or end users, including the failure to use a current release of any Supplier Material as provided or instructed by Supplier; c) the modification of the Supplier Material by any party other than Supplier (unless approved expressly by Supplier); d) software which contains open source code and/or free software components; and e) possession or use of Supplier Material (or any part thereof) by the Client other than in accordance with terms of its license and instructions.

 

 

 

This clause states Supplier’s entire liability and Client’s sole remedy for any infringement claim related to the Services and any associated Supplier Material.

 

3.6          Audit. Supplier and/or Cisco shall be entitled to conduct, at its respective expense, ad-hoc audits on the declarations of use made by the Users of the Services in order to ensure Client’s compliance with the Contract. Such audits may be conducted remotely or on Client's premises. Supplier shall inform Client with a ten (10)-day written notice prior to the audit conducted on Client’s premises and shall provide the purpose and agenda of the audits. Audits shall be conducted during Client's working hours then applicable at its relevant premises and an audit report shall be provided to Client after completion of the audits. Client agrees to remedy any non-compliance within ten (10) days after the audit report is provided to Client.

 

3.7          Service Use Policy Client undertakes to ensure that the Moderators comply with a use of the Service limited to one meeting at a time. In this clause, “Named License” refers to any individual license ordered by Client for a named Moderator.

 

The identification of the Moderator with a Named License shall be unique, associated to such Moderator and shall in no event be generic. Named License shall not be shared or assigned. Any request for a transfer between Moderators shall be subject to Supplier’s prior and written authorisation.

 

Any unauthorised use and/or any Moderators’ use above the limits of the fair use shall be billed by Supplier according to the rates set out in Supplier's then current price list, which Client expressly accepts.

 

3.8          Limitation of capacity. Client shall inform the Moderators of the limitation of capacity applicable to the Named License as mentioned in the relevant SOF. Such limitations apply to all the Users using simultaneously the Services at a given conference, i.e. Participants and Moderators.

 

3.9          Territories. Client agrees that Cisco Webex, including Webex Calling Services, is only available in the countries listed at https://help.webex.com/en-us/n6fwepj/Where-is-Cisco-Webex-Available.

 

Cloud Voice Services, as described in the Cloud Voice Services Service Description, shall be provided by Supplier only in the Available Countries as listed in said Service Description. Regardless of the location where Client decides to use the telephony services, Client will be responsible to comply with all applicable laws and regulations and shall obtain all applicable permits and licenses in connection with such use. Client hereby releases Supplier and its providers from any and all liability, losses or damages which may arise from Supplier and its providers’ disabling or disconnection of any of User’ services due to the failure of Client to comply with its obligations under the present article. The expression “Available Countries” shall refer to the countries where the Services are available.

 

 Support. The technical support associated to Cloud Voice Services shall be provided by Supplier according to the terms set out in the service description and/or at https://www.arkadin.com/support/global-support-details. Client understands and agrees that “Service Support section” in the Cisco Cloud Services for Collaboration Technology service description shall not be applicable to the Services provided by Supplier. The technical support associated to Cisco Cloud Services for Collaboration Technology shall be operated by Supplier globally and not by Cisco. Additional information on support Services powered by Supplier is available at https://www.arkadin.com/support/global-support-details.  

 

 

 

 

Version date: April 2020