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End User License Agreement

This End User License Agreement (the “Agreement”) is a legal agreement between Meraki Inc., a Delaware corporation with offices at 660 Alabama St., San Francisco, CA 94110 (“Meraki”) and You (“Customer”) regarding the use of Meraki’s  services (”Services”) and Meraki Hardware and Software acquired by Customer either directly from Meraki or through one of Meraki’s authorized resellers.  THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND MERAKI.  IF YOU DO NOT AGREE WITH ITS TERMS, PLEASE RETURN THE MERAKI HARDWARE TO THE LOCATION WHERE YOU PURCHASED IT FOR A REFUND WITHIN 30 DAYS OF YOUR PURCHASE.  CONTINUED USE OF THE MERAKI HARDWARE, SOFTWARE AND/OR SERVICE FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED ACCEPTANCE OF THESE TERMS IN FULL.

ARTICLE 1

SERVICE

1.1 Service. Contingent upon Customer’s valid subscription and good-standing with Meraki, Meraki shall provide the Service identified in the applicable order or evaluation (“Order”) to Customer. The provision of the Services may require the use of the Meraki Hardware and Meraki Software identified on the applicable Order. Meraki shall perform maintenance services as reasonably necessary to maintain the operation of the Service. Notwithstanding the foregoing, Meraki makes no guarantees as to the continuous availability of the Service or any component thereof.

1.2 Billing Service. In the event that Customer has chosen to obtain “Billing Services” from Meraki, the following additional terms shall apply: (1) Meraki shall provide any and all End Users (defined below) that access the Customer’s Meraki Hardware and Meraki Software (“Customer’s Port”) and who have agreed to the applicable terms and conditions for use of Customer’s Port access to the Internet; (2) Meraki shall bill (and subject to its then current policies) collect the fees for such End User’s access for the fee amounts as instructed by Customer from time to time; (3) Meraki is only providing a ministerial collection function, funds collected by Meraki are those of the Customer and Meraki has no liability for any loses; (4) Meraki is holding the funds in trust during the period prior to remittance to the customer, (5) Meraki is exempt from backup withholding requirements, and (6) following retention of the Billing Fee indicated on the Customer’s then current fee schedule for such billing service, remit any remaining amounts to Customer in accordance with this Agreement, or at its option offset such amounts from amounts owing by Customer to Meraki. Meraki shall pay or offset all such amounts received from such Customer’s End Users within 30 days of its receipt by Meraki. In the event an End User pays Meraki by credit card and Meraki is unable to receive such payment from the credit card company for any reason, including without limitation End User disputing the charge (the “Charge-back Event”), then (i) Meraki shall be relieved of its payment obligations to Customer under Section 1.2, or (ii) Meraki may invoice and obtain from Customer a full refund of amounts already paid by Meraki to Customer. Upon the written request of Customer, Meraki shall produce reasonable documentation of the Charge-back Event. It shall be Customer’s sole responsibility to dispute the charge with the relevant credit card company. During the month of such service and for a maximum of 12 months thereafter, Meraki shall keep all records online with regards to its transactions with Customers. Customer shall have the right to view such records online.

1.3 Customer Responsibilities. Customer acknowledges and agrees that certain proprietary software of Meraki (“Meraki Software”) is embedded in the Meraki Hardware, downloaded by Customer, or loaded into the Customer’s web browser, and that use of such Meraki Software is subject to the following license. Subject to the terms and conditions of this Agreement, Meraki grants to Customer an individual, personal, perpetual, non-sublicensable, non-exclusive and non-transferable license to use the Meraki Software, in object-code form only.

ARTICLE 2

SOFTWARE LICENSE

2.1 License Grant. Customer acknowledges and agrees that certain proprietary software of Meraki (“Meraki Software”) is embedded in the Meraki Hardware purchased under an Order and that use of such Meraki Software is subject to the following license. Subject to the terms and conditions of this Agreement, Meraki grants to Customer an individual, personal, perpetual, non-sublicensable, non-exclusive and non-transferable license to use the Meraki Software, in object code form only, and solely in conjunction with the Meraki Hardware for the purposes of providing Internet access to End Users in connection with the Service. “End Users” means those persons who obtain access to the Internet for their own personal use and not for resale, and who agree to Meraki’s then-current terms of use.

2.2 Restrictions on License and Use. Customer will not, and will not permit others to, whether directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Meraki Software (except to the extent that such activities may not be prohibited under applicable law); (ii) modify, translate, or create derivative works based on the Meraki Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Meraki Software; (iv) use or otherwise exploit third party hardware or medium in using either the Meraki Software or the Service; or (v) remove any proprietary notices or labels on the Meraki Software.

2.3 Ownership. Customer acknowledges that Meraki retains exclusive ownership throughout the world of all intellectual property rights in the Meraki Software, any portions or copies thereof, and all rights therein. Upon termination of this Agreement for any reason, Customer may retain the Meraki Hardware and Meraki Software, and the license shall survive, but the Services will terminate.

2.4 Trade Names. Neither party shall have the right to use the other’s name, trademark or trade name without the prior written consent of the other party; provided however, nothing herein shall prevent Meraki from using Customer’s name as part of a customer list on its website or in connection with its other customer listings.

ARTICLE 3

HARDWARE

3.1 Purchase. Subject to the terms and conditions of this Agreement, Customer will purchase and Meraki will sell the Meraki Hardware identified on a mutually agreed upon Order. Following acceptance of an Order by Meraki, Customer may not cancel or reschedule any Order without the prior written permission of Meraki, provided in its sole discretion.

3.2 Shipping, Title and Risk of Loss. Meraki shall use commercially reasonable efforts to deliver the Meraki Hardware by the date on the mutually agreed upon Order and will promptly inform Customer in the event of a delay in delivery. Customer may identify the carrier for shipping. Where no shipping instructions are specified, Meraki may select the carrier on a commercially reasonable basis. Meraki shall invoice Customer for the cost of such shipping, insurance and related costs. All Meraki Hardware shipped pursuant to Orders shall be shipped FCA (Incoterms 2000) Supplier’s facility (title and risk of loss to the Meraki Hardware passes to Customer when Meraki Hardware is delivered to the carrier at Meraki’s manufacturing facility).

3.3 Export/Import Requirements. Customer will procure all import and export licenses and permits, pay all customs charges, and duty fees, and take all other actions required to accomplish the lawful import and export of the Meraki Hardware. Where applicable, Meraki shall be responsible for preparing (at Meraki’s cost) all documentation required for export. Customer warrants that it will comply in all respects with the export and re-export restrictions of law applicable to the Customer for each of the Meraki Hardware purchased from the Meraki hereunder.

3.4 Return. For any return permitted under Meraki’s then-current return policy, Customer will request a Return Materials Authorization (“RMA”) number in writing with the reasons for the return request. Customer shall not return a Product without first obtaining an RMA.  The Customer shall pay all costs associated with the transportation of the returned Products from Customer to Meraki. Risk of loss or damage to a Meraki Hardware returned to Meraki shall revert to Meraki upon receipt of the Meraki Hardware at Meraki’s facilities.

3.5 Restrictions on Use.  Meraki Hardware may only be used with Meraki Software.  Customer agrees not to (i) disassemble or attempt to reverse engineer the Meraki Hardware, (ii) remove or erase the Meraki Software from the Meraki Hardware, or otherwise try to disable or alter the Meraki Software functionality; or (iii) load any other software onto the Meraki Hardware.

ARTICLE 4

FEES AND PAYMENT

4.1 Fees. Customer shall pay Meraki the fees set forth in the mutually agreed upon Order for the Service designated therein and such other fees and amounts that may be invoiced in accordance with this Agreement by a payment method to be determined by Meraki in its sole discretion (credit card, invoice, purchase order, prepayment or other payment method). Meraki reserves the right to change the form of payment upon reasonable prior notice to Customer. With respect to materials shipped by Meraki to Customer hereunder, Customer shall pay all applicable shipping charges. If for any reason Customer needs to reactivate Customer’s subscription, Customer may be charged a reactivation fee. All fees owing hereunder shall be payable within thirty (30) days from date of Meraki’s invoice therefor. Past due amounts owing from Customer shall bear interest at the rate of the lesser of (1) 1% per month or (2) the maximum amount permitted under applicable law. Customer will reimburse Meraki for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past due amounts owed by Customer.

4.2 Currency. All payments made under this Agreement shall be in U.S. dollars, including without limitation those payments to be made by Meraki to Customer.

4.3 Contact Information. Customer agrees to provide Meraki with accurate billing information and with truthful, accurate, and complete contact information, including Customer’s legal name, company name, street address, e-mail address, and telephone number, and to update this information within thirty (30) days of any change to it. If the contact information Customer have provided is false or fraudulent, Meraki reserves the right to terminate Customer’s access to the Service immediately without any further obligation.

4.4 Taxes. Fees are exclusive of any taxes and duties or other amounts, however designated, and Customer shall pay all applicable sales, use, personal property or other taxes, tariffs, duties, assessments, or governmental charges levied or imposed at any time by any governmental authority, including interests and penalties thereto, that is related to the Service (collectively “Taxes”), and exclusive of Meraki’s net income and corporate franchise taxes. In the event that Meraki is required to pay any Taxes, Customer shall pay Meraki the fees under Section 4.2 and the U.S. dollar equivalent of such Taxes levied upon Meraki.

ARTICLE 5

TERM AND TERMINATION

5.1 Term. This Agreement shall be effective from the Effective Date and shall continue to stay in effect until terminated under Section 5.2.

5.2 Termination. Meraki or Customer may at any time and for any reason terminate this Agreement effective upon 30 days prior written notice, with effect of such termination on the termination of the then-current billing cycle. In addition Meraki may at its option either terminate or suspend this Agreement or Service thereunder effective upon five (5) days prior written notice in the event of a breach by Customer. Any termination as contemplated above shall not affect the obligations of Customer to pay Meraki for Service provided or work performed prior to termination. Customer will pay in full for the Service up to and including the last day of the then-current billing cycle.

5.3 Effect of Termination. Upon termination, Customer will immediately cease all use of the Service. The following provisions of this Service Agreement shall survive termination of this Agreement: Sections 4.1, 4.2, 4.4, 5.3, and Articles 2, 6 and 7. Termination is not an exclusive remedy and all other remedies will be available whether or not the license granted herein is terminated.

 

ARTICLE 6

REPRESENTATIONS AND WARRANTIES; DISCLAIMER; REMEDIES

6.1 Mutual Warranties. Each party hereby represents and warrants to the other during the Term as follows: it has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the warranting party enforceable against the warranting party in accordance with its terms.

6.2 Meraki Hardware. Meraki represents and warrants to Customer during the Term, and not to any End Users or third parties, that for the Warranty Period such Meraki Hardware shall be free from material defects in materials and workmanship. The Warranty Period shall be the greater of one (1) year or the warranty period specified on the relevant Meraki specification sheet. The Warranty Period shall begin on the date Meraki ships product to Customer. If any Meraki Hardware contains manufacturers’ warranties, to the fullest extent permitted thereunder, Meraki hereby assigns (to the extent possible under such warranties) such warranties to Customer. Meraki Hardware not meeting the warranties will be, at Meraki Hardware’s option, (a) repaired, (b) replaced by Meraki in accordance with the procedures set forth in Section 4.5 or, if after using all reasonable commercial efforts Meraki is unable to do either of the foregoing, (c) refund the amount of purchase price paid by Customer. All Meraki Hardware repaired or replaced under warranty shall be warranted for the remainder of the warranty period set out in this Section 6.1. Any warranty contained in this Agreement does not apply to defects resulting from misuse, accidental damage or operation outside of the ordinary use of the Meraki Hardware and Meraki Software unless such defects are directly or indirectly caused by Meraki or Meraki’s authorized representative. The remedies set forth in this Section 6.2 are Meraki’s sole liability and Customer’s sole remedy for any breach of warranty for the Meraki Hardware sold by Meraki to Customer.

6.3 Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTION 6.1 and 6.2, MERAKI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE AND MERAKI SOFTWARE AND MERAKI HARDWARE ARE PROVIDED “AS IS.” MERAKI MAKES NO WARRANTY THAT THE SERVICE (INCLUDING MERAKI SOFTWARE AND MERAKI HARDWARE) WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT USE OF THE SERVICE (INCLUDING MERAKI SOFTWARE AND MERAKI HARDWARE) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES MERAKI MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, MERAKI SOFTWARE OR MERAKI HARDWARE, THAT ANY DEFECTS IN THE SERVICE MERAKI SOFTWARE OR MERAKI HARDWARE WILL BE CORRECTED. FURTHER, MERAKI DOES NOT WARRANT THAT THE SERVICE, MERAKI SOFTWARE OR MERAKI HARDWARE OR THE MERAKI SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MERAKI ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT CUSTOMER’S HARDWARE, SOFTWARE, OR OTHER DELIVERABLES. MERAKI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, MERAKI HARDWARE OR MERAKI SOFTWARE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS. Because some jurisdictions do not permit the exclusion of implied warranties, portions of this section may not apply to Customer.

6.4 Exclusion and Limitation of Liability. IN NO EVENT WILL MERAKI OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, USE OF USER INFORMATION, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM OR RELATING TO CUSTOMER’S USE OF THE SERVICE OR USE OF THE SERVICE THROUGH CUSTOMER’S ACCOUNT BY ANYONE ELSE, EVEN IF MERAKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL MERAKI’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER AND ANYONE WHO USES THE MERAKI SERVICE THROUGH CUSTOMER’S ACCOUNT, FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW, EXCEED THE AGGREGATE AMOUNT CUSTOMER PAID TO MERAKI IN THE PRECEDING TWELVE (12) MONTHS. CUSTOMER UNDERSTANDS THAT THESE LIMITATIONS OF MERAKI’S AND MERAKI’S SUPPLIERS’ LIABILITY ARE A FUNDAMENTAL PART OF THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Customer, in which case Meraki’s liabilities shall be limited to the maximum extent allowed by law.

6.5 Indemnity. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS MERAKI FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING NEGLIGENCE, COPYRIGHT INFRINGEMENT AND/OR TRADEMARK INFRINGEMENT AGAINST MERAKI OR THE MERAKI SERVICE, RELATING TO OR ARISING OUT OF CUSTOMER’S BREACH OF ANY TERM OF THIS AGREEMENT, CUSTOMER’S OR ITS END USEER’S MISUSE OF THE SERVICE, OR CUSTOMER’S UNAUTHORIZED MODIFICATION OR ALTERATION OF THE MERAKI HARDWARE OR MERAKI SOFTWARE.

ARTICLE 7

MISCELLANEOUS

7.1 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment obligations) on account of strikes (other than strikes of a party’s own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions (other than with respect to a party’s own employees), earthquakes, material shortages or any other causes that are beyond the reasonable control of such party; provided, however, that the parties will use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure.

7.2 Independent Contractors. The Parties hereto are independent contractors. Neither Party to this Agreement nor any of its employees, customers or agents, shall be deemed to be the representative, agent or employee of the other Party for any purpose whatsoever, nor shall any of them have the right or authority to assume or create an obligation of any kind or nature, express or implied, on behalf of the other, nor to accept service of any legal claims or notices addressed to or intended for the other.

7.3 Amendment; No Waiver. This Agreement cannot be amended, changed, modified or supplemented orally, and no amendment, change, modification or supplement of this Agreement shall be recognized nor have any effect, unless the writing in which it is set forth is signed by both Parties, nor shall any waiver of any of the provisions of this Agreement be effective unless in writing and signed by the Party to be charged therewith. The failure of either Party to enforce, at any time, or for any period of time, any provision hereof or the failure of either Party to exercise any option herein shall not be construed as a waiver of such provision or option and shall in no way affect that Party’s right to enforce such provision or exercise such option. No waiver of any provision hereof shall be deemed to be, or shall constitute, a waiver of any other provision, or with respect to any succeeding breach of the same provision.

7.4 Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflicts of laws provisions. The state and federal courts within Santa Clara County, California will have exclusive jurisdiction over all disputes arising out of this Agreement.

7.5 Export Control. Customer shall comply fully with all United States and other country’s export laws and regulations and ensure that the Service, or products related thereto, are not directly or indirectly exported or re-exported to any country, person, entity or end user in violation of, or for any use prohibited by, such export laws and regulations.

7.6 Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such portion shall be deemed to be of no force and effect and this Agreement shall be construed as if such portion had not been included herein, provided however, if the deletion of such provision materially impairs the commercial value of this Agreement to either Party, the Parties shall attempt to renegotiate such provision in good faith.

7.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, oral or written, between the Parties with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made either Party which is not expressly set forth in this Agreement.

7.8 Assignment. During the term of this Agreement, neither party shall have the right to assign this Agreement and the Service hereunder without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempt to do so shall be void. Notwithstanding the foregoing, Meraki may assign or otherwise transfer this Agreement to its subsidiary, affiliate or successor in the event of a change of control or to the purchaser of substantially all of its assets or stocks. This Agreement shall be binding upon the respective parties hereto and their respective legal successors and permitted assignees.

7.9 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect the meaning or construction of this Agreement.

7.10 Language. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Any attachments or amendments to this Agreement shall be in English. Translations of any of these documents shall not be construed as official or original versions of such documents.

Should you have any questions concerning this Agreement, or if you desire to contact Meraki for any reason, please contact [email protected].

Subscriber Agreement

This Subscriber Agreement (the "Agreement") is a legal agreement between you ("You") and Meraki Inc., a Delaware corporation with offices at 660 Alabama St., San Francisco, CA 94110 ("Meraki"). BEFORE YOU CLICK ON THE "I AGREE" BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ARE REPRESENTING THAT YOU ARE AT LEAST 18 YEARS OLD AND AGREE TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AND YOU WILL NOT RECEIVE THE BENEFIT OF ANY SERVICES.

SERVICE

1. User Account. When You register and provide valid credit card information, a Meraki account will be created with an associated account number (“Meraki Account”). You are responsible for maintaining up-to-date and accurate information (including without limitation legal name, valid billing address, telephone number, credit card information) with respect to Your registration and Meraki Account. You are responsible for maintaining the secrecy of any passwords used in connection with Your Meraki Account and for all activities that occur under Your Meraki Account. Any activity that occurs under Your Meraki Account will be deemed to have been authorized by You.

2. Pre-Payment. If You have not previously purchased a pre-paid Meraki services card, You must pre-pay for Your use of the Meraki services by providing a valid credit card and billing information. Your Meraki Account will be credited with service credits (“Credits”) in either the amount of Your pre-paid card that You activate, or the amount You have authorized to be charged to your credit card, and such pre-paid Credits may be applied towards the use of Meraki services at any location where the Meraki services are made available by a third party network operator (“Network Operator”). You may not convert, cash-out or otherwise transfer Credits. Charges for Credits will be either in U.S. dollars or the local currency of Your billing address, in Meraki’s discretion, and are exclusive of any taxes and duties or other amounts, however designated, which, if imposed by any taxing authority will be added to the prepayment amount charged to your credit card.

3. Authorization. You hereby authorize Meraki to process Your credit card information and to charge your credit card in the amounts that You have purchased upon registration or when You update. All information that you provide Meraki will be used in accordance with Meraki’s then current Privacy Policy, available at: http://meraki.com/legal/privacy/. Notwithstanding the foregoing, you expressly authorize Meraki to share your credit card and Meraki Account information with the Network Operator where You access the Meraki Services.

4. Internet Access. You acknowledge and agree that the Meraki Services and associated Internet access are made available to You through the Network Operator. Meraki is the Network Operator’s collection agent. If You should encounter any problems with Internet access or otherwise require technical support in connection with your use of the Internet, please contact your Network Operator.

5. Your Responsibilities. You agree that you will comply with all applicable local, state, federal, and foreign laws in using the Meraki services and accessing and using the Internet. You assume all risk with Your use of the Meraki services and access and use of the Internet. You understand and agree that certain proprietary software of Meraki is embedded in the Meraki hardware. If You have access to Meraki hardware, you agree that you will not and will not permit others to, whether directly or indirectly use the Meraki hardware in any ways such as to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Meraki software (except to the extent that such activities may not be prohibited under applicable law); or (ii) remove any proprietary notices or labels on the Meraki hardware.

Term and Termination

1. Term. This Agreement shall be effective from the date You register and create a Meraki Account and shall continue to stay in effect until terminated under Section 2.2. If the contact information You have provided is false or fraudulent, Meraki reserves the right to terminate Your access to the Meraki services and Your Meraki Account immediately without any further obligation.

2. Termination and Suspension. You may at any time and for any reason terminate this Agreement. Meraki may, at its option, either terminate or suspend this Agreement or Your access to Your Meraki Account if (i) Meraki has reason to believe You have violated any term of this Agreement, any applicable law, or have provided false or fraudulent information; or (ii) You make a request directly to Your credit card company to invalidate a payment previously authorized by You. If Your Meraki Account remains inactive (meaning You have not used the Credits for Meraki services for which You have pre-paid) for a period of one (1) year, we reserve the right to close Your Meraki Account. You will not be entitled to a refund of any pre-paid Credits for Meraki services, and Your Credits will not roll over to any subsequent Meraki Account You may open, if this Agreement is terminated or Your Meraki Account is closed in accordance with the terms of this Agreement.

3. Effect of Termination. Upon termination of this Agreement Your Meraki Account will be closed and You will not be entitled to any refund of Credits purchased as a prepayment for Meraki Services that were not used prior to termination. Articles 3 and 4 shall survive termination of this Agreement.

DISCLAIMER; Limiations of liability; REMEDIES

1. Disclaimer of Warranties. MERAKI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT THE MERAKI SERVICES ARE PROVIDED "AS IS." MERAKI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT USE OF THE MERAKI SERVICES OR ACCESS TO THE INTERNET WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES MERAKI MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE MERAKI SERVICE OR INTERNET. FURTHER, MERAKI DOES NOT WARRANT THAT THE MERAKI SERVICE OR MERAKI HARDWARE OR THE MERAKI SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MERAKI ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR HARDWARE OR SOFTWARE. Because some jurisdictions do not permit the exclusion of certain warranties, some of the foregoing disclaimers may not apply to You.

2. Exclusion and Limitation of Liability. IN NO EVENT WILL MERAKI OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST INFORMATION, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM OR RELATING TO YOUR USE OF THE MERAKI SERVICES, MERAKI HARDWARE, OR USE OF THE SERVICE THROUGH YOUR ACCOUNT BY ANYONE ELSE, EVEN IF MERAKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL MERAKI’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW, EXCEED THE TOTAL AMOUNT OF PREPAYMENT IN YOUR ACCOUNT AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. YOU UNDERSTAND THAT THESE LIMITATIONS OF LIABILITY ARE A FUNDAMENTAL PART OF THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You, in which case Meraki’s liabilities shall be limited to the maximum extent allowed by law.

3. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS MERAKI FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING NEGLIGENCE OR INFRINGEMENT RELATING TO OR ARISING OUT OF YOUR BREACH OF ANY TERM OF THIS AGREEMENT, YOUR USE OF THE MERAKI SERVICES, OR YOUR USE OF THE INTERNET.

MISCELLANEOUS

1. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment obligations) on account of strikes (other than strikes of a party’s own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions (other than with respect to a party’s own employees), earthquakes, material shortages or any other causes that are beyond the reasonable control of such party; provided, however, that the parties will use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure.

2. Independent Contractors. The Parties hereto are independent contractors. Neither Party to this Agreement nor any of its employees, customers or agents, shall be deemed to be the representative, agent or employee of the other Party for any purpose whatsoever, nor shall any of them have the right or authority to assume or create an obligation of any kind or nature, express or implied, on behalf of the other, nor to accept service of any legal claims or notices addressed to or intended for the other.

3. Amendment; No Waiver. This Agreement cannot be amended, changed, modified or supplemented orally, and no amendment, change, modification or supplement of this Agreement shall be recognized nor have any effect, unless the writing in which it is set forth is signed by both Parties, nor shall any waiver of any of the provisions of this Agreement be effective unless in writing and signed by the Party to be charged therewith. The failure of either Party to enforce, at any time, or for any period of time, any provision hereof or the failure of either Party to exercise any option herein shall not be construed as a waiver of such provision or option and shall in no way affect that Party’s right to enforce such provision or exercise such option. No waiver of any provision hereof shall be deemed to be, or shall constitute, a waiver of any other provision, or with respect to any succeeding breach of the same provision.

4. Governing Law/Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. Any dispute relating in any way to your use of the Meraki services, the will be submitted to confidential arbitration in Santa Clara County, California, except that, to the extent you have in any manner violated or threatened to violate any proprietary rights of Meraki or its licensors, we may seek injunctive or other appropriate relief in any state, federal, or national court of competent jurisdiction (and you hereby irrevocably consent to nonexclusive jurisdiction and venue of the state and federal courts of California with respect to any such matters). Arbitration under this Agreement will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

5. Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such portion shall be deemed to be of no force and effect and this Agreement shall be construed as if such portion had not been included herein, provided however, if the deletion of such provision materially impairs the commercial value of this Agreement to either Party, the Parties shall attempt to renegotiate such provision in good faith.

6. Entire Agreement. This Agreement constitutes the entire agreement between You and Meraki with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, oral or written. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by Meraki which are not expressly set forth in this Agreement.

7. Assignment. Your Meraki Account is for the benefit of You and people authorized by You to access Your Account. You may not transfer any Credits to any other person or account, or otherwise attempt to assign this Agreement to any other party. Any attempt to do so shall be void.

8. Headings. The headings used in this Agreement are for convenience of reference only and shall not affect the meaning or construction of this Agreement.

9. Language. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English.

10. Modification. Meraki may modify any of the terms and conditions contained in this Agreement, at any time and in Meraki’s sole discretion, by posting a change notice or updated version on the Meraki Website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE MERAKI SERVICE OR YOUR MERAKI ACCOUNT FOLLOWING MERAKI’S POSTING OF A CHANGE NOTICE OR UPDATED AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGE.

11. Notices. Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, three (3) days after deposit with postal authorities. Meraki will provide legal notices to You at the then current address listed in Your Meraki Account. You will provide any legal notices to Meraki at 660 Alabama St, San Francisco, California 94110, or such other address as Meraki may post on its website in accordance with Section 4.10 above.

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