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Privacy Policy

Last Updated: March 29, 2013

This privacy policy (this "Policy") describes the collection of personal information and certain other information by Meraki, LLC, a Delaware limited liability company ("Meraki," "we," or "us") from users of our Web site at www.meraki.com (the "Website"), as well as all applications, widgets, software, tools, and other services provided by us and on which a link to this Policy is displayed (collectively, together with the Website, our "Services"). This Policy also describes our use and disclosure of such information. By using our Services, you consent to the collection, use, and disclosure of information in accordance with this Policy. This Policy is incorporated by reference into the Meraki Terms of Use and the Meraki End Customer Agreement and is subject to the provisions of the Meraki Terms of Use and the Meraki End Customer Agreement. The terms "you," "your," and "user" refer to the user visiting the Website or accessing or using the Services. Other capitalized terms used but not defined in this Privacy Policy have the meanings given to them in the Terms of Use.

Personal Information

"Personal Information," as used in this Policy, is information that specifically identifies an individual, such as an individual's name, address, telephone number, or e-mail address. Personal Information also includes information, such as demographic information (e.g., date of birth, gender, geographic area, and preferences), when any of this information is linked to Personal Information that identifies that individual.

Personal Information does not include "aggregate" or other non-personally identifiable information. Aggregate information is information that we collect about a group or category of products, services, or users that is not personally identifiable or from which individual identities are removed. We may use and disclose aggregate information, and other non-personally identifiable information, for various purposes at our sole discretion and without notice or liability to you.

Collection of Information

Collection of Voluntarily-Provided Information

We collect Personal Information that our users provide to us in a variety of ways on our Services. These include the following:

• E-mail Newsletters. We may offer e-mail newsletters from time to time on our Services. If you sign up to receive a newsletter from us, we collect your e-mail address.

• User Accounts and Profiles. Our Services may give you the ability to register for an account or to create and update a user profile. If we offer user account or profile functionality on the Services, we will collect the Personal Information that you provide to us in the course of registering for an account or creating or updating a user account or profile. This information may include, for example, name, postal address, telephone number, e-mail address, and related demographic information about you. We may indicate that some Personal Information is required for you to register for the account or to create the profile, while some is optional.

• Logging into Networks. Certain networks using our Services may require users to establish or use login credentials. In connection with supporting this log-on functionality, we may collect information such as email addresses, telephone numbers, or user or administrator-created usernames, along with user-created or administrator-created passwords, to facilitate such log-on functionality and otherwise to provide our Services.

• Correspondence. If you contact us by e-mail, using a contact form on the Services, or by other means, we collect the Personal Information contained within, and associated with, your correspondence.

• Contests and Sweepstakes. We and other business partners may conduct or sponsor special contests, sweepstakes, and other promotions that users may enter or otherwise participate in on our Services or otherwise. Certain of these promotions may be co-branded with one of our advertisers or other business partners. In these instances, the collection of your Personal Information may occur directly by the third-party partner on its website or other online service and may be shared with us. The promotion will state the privacy policy or policies governing the collection of such personal information.

Passive Information Collection

When you use or visit our Services, some information is collected automatically. For example, when you access our Services, we automatically collect your browser’s Internet Protocol (IP) address, your browser type, the nature of the device from which you are visiting the Services (e.g., a personal computer or a mobile device), identifiers for any handheld or mobile device that you may be using, the Web site that you visited immediately prior to accessing any Web-based Services, the actions you take on our Services, and the content, features, and activities that you access and engage with on our Services. We also may collect information regarding your interaction with e-mail messages from Meraki, such as whether you opened, clicked on, or forwarded a message.

We may collect this information passively using technologies such as standard server logs, cookies, and clear GIFs (also known as “Web beacons”). We use passively-collected information to administer, operate, maintain and improve our Services and our other services and systems and to provide content that is tailored to you.

If we link or associate any information gathered through passive means with Personal Information, or if applicable laws require us to treat any information gathered through passive means as Personal Information, we treat the combined information as Personal Information under this Policy. Otherwise, we use and disclose information collected by passive means in aggregate form or otherwise in a non-personally identifiable form.

Please be aware that in the course of your use of the Services, websites or other services provided by third parties ("Third-Party Services"), including, for example, Google Analytics, CloudFlare, Google Remarketing, Marketo, and Adobe TypeKit, may set cookies on your hard drive or use other means of passively collecting information about your use of their Third-Party Services or other services or content. To do this, they may use first-party cookies (which are set by the same domain your browser is receiving data from) or third-party cookies (which are set by a different domain). Meraki also may make non-personally identifiable information available to Third-Party Services, and these Third-Party Services may collect such information, to assist such parties in understanding our users’ activities and usage patterns on the Services. If desired, you may use the Google Analytics Opt-out Browser Add-on to opt-out of having information collected by Google Analytics.

We do not have access to, or control over, the actions of Third-Party Services. Each provider of Third-Party Services uses information that it collects in accordance with its own privacy and security policies.

Additionally, please be aware that Google and other third-party vendors may place or recognize one or more unique cookies on your computer when you use the Services, and may record information to these cookies based upon your activities on our Services and on third-party websites and other Third-Party Services. Google and these other third-party vendors may use information about those activities to inform, optimize, and serve advertisements. In particular, we may use Google and other third-party vendors to engage in “remarketing,” in which advertisements you see on third-party websites and services may be based on your prior visits to our Services.

To learn more about these practices, and to opt-out from Google’s and other vendors’ use of information collected on the Services through cookies for advertising purposes, you may visit Google’s Ads Preferences Manager or the Network Advertising Initiative opt-out page. Please note that opting-out will not prevent advertisements from being served to you on the Internet; it will only result in advertisements that utilize cookies to serve advertisements on the specified advertising networks from which you opt-out no longer being targeted. We are not responsible for the activities of other parties that may not comply with your opt-out requests.

We also use Google Conversion Tracking, which tracks whether users engage in certain activities (e.g., filling out a form to receive more information about our products or services) after they view one of our advertisements on a Third-Party Service. Google uses cookies to track conversions and to report that information to us.

Finally, please also be aware that we use the Google Maps API as a source of maps, geographic data, and geolocation information for purposes of providing location-based information regarding terminal devices connected to networks managed by our Services and for providing related reporting and analysis. Google may collect information, including personal information, from those who view content provided through the Google Maps API, and Google handles such information in accordance with the Google Privacy Policy.

Network Usage Information Collected by Our Services

Some of our Services collect information from terminal devices connected to networks that are managed by those Services. Those Services also collect information regarding the performance of, and certain other information regarding, such networks. This information includes, for example, MAC address, device type, operating system, geolocation information, and network traffic information (e.g., hostnames, protocols, port numbers, and IP addresses). This information is made available to administrators of networks managed by our Services through an online interface that we call the “dashboard”. Additionally, if a Meraki customer elects to use our device management tool currently known as Systems Manager ("Systems Manager") and installs its software on, or configures the profile of, a mobile device or other device (e.g., a laptop computer) managed by Systems Manager, the customer or Meraki may undertake certain actions on the device, such as the following: (i) list, access, copy, move, and delete files; (ii) track and record device location over time; (iii) take and record screenshots; (iv) manage the device through remote desktop functionality; (v) set and enforce policies; and (vi) install/remove apps. Finally, for devices with Systems Manager installed or devices that utilize Global Positioning System (GPS) technology, we transmit certain geolocation information about those devices and the network(s) on which they are running to Google, which provides us with related geolocation information that we store and make available to network administrators through our dashboard as described above in this paragraph. Google handles the information that we provide to it in accordance with the Google Privacy Policy.

Information from Other Sources

We may receive information about you, including Personal Information, from affiliated and unaffiliated third parties, and may combine this information with other Personal Information we maintain about you. If we do so, this Policy governs any combined information that we maintain in personally identifiable format.

Use of Information

We use Personal Information and other information we collect to do any of the following: provide services to our customers; provide information and otherwise respond to your requests, including sales inquiries, email requests, and shipping requests; enhance, improve, operate, maintain, and debug the Website, our other Services, and our other programs, services, Web sites, and systems; improve the effectiveness of our Website as a marketing tool and optimize the performance of the Website and our other Services; prevent fraudulent use of our Services and other systems; to prevent or take action against activities that are, or may be, in violation of the Meraki End Customer Agreement, the Meraki Terms of Use, or applicable law; to tailor content and other aspects of your experience on and in connection with the Services; maintain a record of our dealings with you; for other administrative purposes; and for any other purposes that we may disclose to you at the point at which we request your Personal Information, and pursuant to your consent.

We may also use Personal Information you provide to contact you regarding products, services, and offers, both from ourselves and third parties, that we believe you may find of interest. We allow you to opt-out from receiving marketing communications from us as described in the “Choice” section below.

Disclosure of Information

Except as described in this Policy, we will not disclose your Personal Information that we collect on the Services to third parties without your consent. We may disclose information to third parties if you consent to us doing so, as well as in the following circumstances:

Service Providers

We may disclose Personal Information to third-party service providers (e.g., payment processing and data storage and processing facilities) that assist us in our work. We limit the Personal Information provided to these service providers to that which is reasonably necessary for them to perform their functions, and we require them to agree to maintain the confidentiality of such Personal Information.

Business Transfers

Information about our users, including Personal Information, may be disclosed and otherwise transferred to an acquirer, successor, or assignee as part of any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which Personal Information is transferred to one or more third parties as one of our business assets.

To Affiliated Companies

We may disclose Personal Information and other information to our parent company and to other corporate affiliates of ours. These affiliated third-party companies may use and disclose Personal Information and other information that we disclose to them in accordance with their privacy policies and procedures.

To Channel Partners

We may disclose Personal Information and other information to channel partners, such as resellers, of ours. These third parties may use such Personal Information and other information that we disclose to them for purposes such as marketing our products and services to you.

To Protect our Interests

We also may disclose Personal Information and other information if we believe that doing so is legally required or is in our interest to protect our property or other legal rights (including, but not limited to, enforcement of our agreements) or the rights or property of others, or otherwise to help protect the safety or security of our Services or other users of the Services.

Choices Regarding Promotional Communications

If you receive commercial e-mail from us, you may unsubscribe at any time by following the instructions contained within the e-mail. You may also opt-out from receiving commercial e-mail from us, and any other promotional communications that we may send to you from time to time (e.g., by postal mail) by sending your request to us by e-mail at [email protected] or by writing to us at the address given at the end of this policy. Additionally, if we offer user account functionality on the Services, we may allow you to view and modify settings relating to the nature and frequency of promotional communications that you receive from us.

Please be aware that if you opt-out of receiving commercial e-mail from us, it may take up to ten business days for us to process your opt-out request, and you may receive commercial e-mail from us during that period. Additionally, even after you opt-out from receiving commercial messages from us, you will continue to receive administrative messages from us regarding our Services.

Your California Privacy Rights

You may choose to opt-out of the sharing of your personal information with third parties for their direct marketing purposes at any time by e-mailing us at [email protected]. Once we receive your opt-out request, we will no longer disclose your Personal Information to third-parties for their direct marketing purposes. Please be aware that this opt-out does not prohibit disclosures of Personal Information or other information made for non-direct marketing purposes.

Access

If we offer the ability to create user accounts or profiles on our Services, you may have the ability to access and update certain categories of Personal Information that you provide to us by logging in to your account and accessing your account settings. If you wish to access or amend any other Personal Information we hold about you, you may contact us at [email protected].

If you request that we delete your account on any of our Services (via a user settings page, by e-mail, or otherwise), we will do so within a reasonable period of time, but we may need to retain some of your Personal Information in order to satisfy our legal obligations, or where we reasonably believe that we have a legitimate reason to do so.

Links

The Services may contain links to other Web sites or other Third-Party Services that we do not own or operate. If you choose to visit or use any Third-Party Services or products or services available on or through such Third-Party Services, please be aware that this Policy will not apply to your activities or any information you disclose while using those Third-Party Services or any products or services available on or through such Third-Party Services. We are not responsible for the privacy practices of these Third-Party Services or any products or services on or through them. Additionally, the Services may contain links to Web sites and services that we operate but that are governed by different privacy policies. We encourage you to carefully review the privacy policies applicable to any Web site or service you visit other than the Services before providing any Personal Information on them.

Children

Children’s safety is important to us, and we encourage parents and guardians to take an active interest in the online activities of their children. Our Services are not directed to children under the age of 13, and we do not knowingly collect Personal Information from children under the age of 13 without obtaining parental consent. If we learn that we have collected Personal Information from a child under the age of 13 on our Services, we will delete that information as quickly as possible. If you believe that we may have collected any such Personal Information on our Services, please notify us at [email protected].

International Visitors

Many of our servers and data centers are located in the United States. If you choose to use the Services from outside the U.S., then you should know that you may be transferring your Personal Information outside of your region and into the U.S. for storage and processing. By providing your Personal Information to us through your use of the Service, you agree to that transfer, storage, and processing in the U.S. Also, we may transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. You should know that each region can have its own privacy and data security laws, some of which may be less stringent as compared to those of your own region.

Security

We use certain security measures in an effort to protect Personal Information from accidental loss, disclosure, misuse, and destruction. Please be aware, however, that no data security measures can be guaranteed to be completely effective. Consequently, we cannot ensure or warrant the security of any information that you provide to us. You transmit information to us at your own risk.

If Meraki learns of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps. Meraki may post a notice through the Services if a security breach occurs. Depending on where you live, you may have a legal right to receive notice of a security breach in writing. To receive a free written notice of a security breach, you should notify us at [email protected].

Updates to this Policy

We may occasionally update this Policy. When we do, we will post the updated Policy and revise the “last updated” date at the beginning of the Policy. If we change this Policy in a manner that materially alters your rights or obligations under this Policy, we will use reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. We encourage you to periodically review this Policy to stay informed about how we collect, use, and disclose Personal Information. Your continued use of the Services after the revised Policy has become effective indicates that you have read, understood and agreed to the current version of this Policy.

Contacting Us

If you have any questions or comments about this Policy, please contact us using the following contact information:

Meraki, LLC
660 Alabama Street
San Francisco, CA 94110
[email protected]

Website Terms of Use

Last Updated: March 29, 2013

Welcome to www.meraki.com (the "Site"), owned and operated by Meraki, LLC ("Meraki") a wholly-owned subsidiary of Cisco Systems, Inc. ("Cisco"). By using the Site in any way, including any service made available at the Site, you are agreeing to comply with and to be bound by these Terms of Use and all rules, policies and disclaimers posted on the Site or about which you are notified (collectively, "Terms"). Please review these Terms carefully before using the Site. By using the Site, you agree to be bound by these Terms. If you do not agree with all of the Terms, do not use the Site.

The terms "you," "your," and "yours" refer to you, the user of the Site. The terms "Meraki," "we," "us," and "our" refer to Meraki, LLC.

Changes to the Terms

We may periodically make changes to these Terms, in our sole discretion. When we do, we will update the "Last Updated" date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use.

Access to the Site; Account Registration

We do not provide you with the equipment to access the Site. You are responsible for all fees charged by third parties to access the Site (e.g., charges by internet service providers).

You must register for an account to use certain Meraki services. Your registration for and use of an account will be governed by the Meraki End Customer Agreement, available at http://www.meraki.com/support/#policies:eca, and any other applicable agreement related to your use of particular Meraki software and products.

Changes to the Site

We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

Limited License

Subject to these Terms, Meraki grants you a limited, revocable license to access and use the Site solely to support your use of Meraki products and services within your organization as intended by Meraki. No other use of the Site is authorized.

Software License

Your use of any software you download from the Site is governed by the separate license terms accompanying or referenced in that software or download.

Restrictions

You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site ("Site Content") or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site or Site Content; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.

Ownership

We or our affiliates or licensors, or applicable third parties, retain all right, title, and interest in and to the Site and Site Content and any trademarks, logos, or service marks displayed on the Site or in Site Content ("Marks"). The Site, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. You are not permitted to use any Marks without the prior written consent of Meraki or such third party which may own the Mark.

Meraki, the Meraki Logo, Meraki Dashboard, Stumbler, and Mapper are among the trademarks of Meraki or its affiliates.

Disclosure; Forward-Looking Statements

Some of the information on this Site may contain projections or other forward-looking statements regarding future events or the future financial performance of Meraki and/or Cisco. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We refer you to the documents Cisco files from time to time with the Securities and Exchange Commission, specifically, CiscoÕs most recent Form 10-K, Form 10-Q, and Form 10-Q/A. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, potential fluctuations in quarterly results, dependence on new product development; rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with Internet infrastructure, volatility of stock price, financial risk management, and future growth subject to risks.

Privacy Policy

Our Privacy Policy (available at http://www.meraki.com/support/#policies:privacy) is hereby incorporated into these Terms by reference.Please read the Privacy Policy carefully for information relating to our collection, use, storage and disclosure of personal information, including registration and other information about you that we collect through the Site.

Links and Third Party Content

The Site may contain links to third party products, services, and websites. We exercise no control over any third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.

Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms, including the Privacy Policy, will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Site.

Promotions

From time to time, we may offer promotions to Site visitors or registered Site users. To be eligible for a promotion, you must, for the duration of the promotion, reside in a jurisdiction in which the promotion is lawful. If you take part in any promotion, you agree to be bound by the specific promotion rules and by the decisions of Meraki and our designees, which are final in all matters relating to any promotion. Any awards provided by us or our sponsors or partners are at our sole discretion. We and our designees reserve the right to disqualify any entrant or winner in our absolute discretion without notice. Any applicable taxes on any award are the sole responsibility of each winner.

Feedback

Meraki may provide you with a mechanism to provide feedback, suggestions, and ideas about the Site or us ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Site, our products, or services. You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose.

Disclaimer of Warranties

YOUR USE OF THE SITE AND SITE CONTENT, INCLUDING YOUR SUBMISSION OF FEEDBACK, IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MERAKI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL YOU RECEIVE THROUGH THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MERAKI OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

MERAKI WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MERAKI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL MERAKIÕS TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE MERAKIÕS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

Indemnity

You will indemnify and hold Meraki, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your submission of Feedback, your violation of these Terms, or your violation of any rights of a third party through use of the Site or Site Content.

Legal Notices

These Terms will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. You submit to the jurisdiction of the federal or state courts of or located in Santa Clara County, California, with respect to any action or proceeding arising out of or in any way related to these Terms, and you hereby waive any venue or other objection which you may have to any such action or proceeding being brought in the federal or state courts of in Santa Clara County, California.

No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.

Contacting Meraki

If you have any questions or concerns about the Site or these Terms, please send us a thorough description by email to [email protected], or write to us at:

Meraki, LLC
Attention: Legal Department
660 Alabama St.
San Francisco, CA 94110

Cisco Meraki Shipping Policy

END CUSTOMER AGREEMENT

Last Updated: April 10, 2013

THIS END CUSTOMER AGREEMENT (THIS "AGREEMENT") FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND MERAKI, LLC ("MERAKI") AND GOVERNS YOUR ACQUISITION AND USE OF MERAKI PRODUCTS. PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE TERMS UNDER WHICH YOU MAY USE OUR FREE WEB AND MOBILE APPS, PURCHASE HARDWARE FROM US OR OUR AUTHORIZED RESELLERS, AND PURCHASE A LICENSE TO USE OUR PROPRIETARY WEB-BASED HOSTED SOFTWARE PLATFORM THAT INTERACTS WITH OUR HARDWARE. BY USING OUR PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND TO USE OUR PRODUCTS IN COMPLIANCE WITH THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE OUR PRODUCTS.

The terms "Customer," "you," "your," and "yours" refer to you, the end customer and user of the Products, whether obtained directly from Meraki or through one of our authorized resellers. The terms “Meraki" "we," "us," and "our" refer to Meraki, LLC, a Delaware limited liability company with offices at 660 Alabama Street, San Francisco, California, 94110. We may periodically make changes to this Agreement. It is your responsibility to review the most recent version of this Agreement frequently and remain informed of any changes to it. You agree that your continued use of the Products after such changes have been published to our website at http://www.meraki.com will constitute your acceptance of such revised Agreement. For any material modifications to this Agreement, such modifications will automatically be effective 30 days after they are initially posted on or through our website. In the event that such modifications materially alter your rights or obligations hereunder, such modifications will become effective upon the earlier of (i) your continued use of the Products with actual knowledge of such modifications, or (ii) 30 days from publication of such modifications on or through our website.

ARTICLE 1    DEFINITIONS

For purposes of this Agreement, the following terms have the corresponding definitions listed below.

"Agent Software" means Meraki’s downloadable software client that is installed on a computer or mobile device as part of the Systems Manager application.

"Apps License" has the meaning given to it in Section 3.2, below.

“Customer Content” means content prepared by you for use with the Products, whether or not provided to Meraki, including logos, splash pages, network configurations, and preferences.

"Device Management Functionality" means the actions that may be performed by Customer or by Meraki on a mobile device or other device (e.g., a laptop computer) managed by our Systems Manager product, including: (i) list, access, copy, move, and delete files; (ii) track and record device location over time; (iii) take and record screenshots (on computers only); (iv) set and enforce policies; and (v) install and remove apps (on mobile devices only).

“Documentation” means any user instructions, manuals, Specifications, or other documentation provided by Meraki at http://www.meraki.com that relates to the use of the Products, including any Modifications.

“End Users” means those persons who obtain access to your Network.

“Feedback” has the meaning given to it in Section 5.1, below.

“Firmware” means our proprietary software embedded in or otherwise running on the Hardware.

“Firmware License” has the meaning given to it in Section 3.1, below.

“Governing Documents” has the meaning given to it in Section 9.2, below.

“Hardware” means the Meraki hardware products listed on an Order.

“Hosted Software” means our proprietary, web-based software platform, including the interface known as the “Dashboard”, and any Agent Software, but specifically excluding the Web Apps.

“Hosted Software License” has the meaning given to it in Section 3.1, below.

“Intellectual Property Rights” means all (a) rights associated with works of authorship throughout the world, including but not limited to copyrights and moral rights, (b) trademarks, service marks, trade name and logo rights, and similar rights, (c) trade secret rights and other rights in inventions, know-how and confidential or proprietary information, (d) patent rights, (e) domain names and Internet keywords, (f) other intellectual property or other proprietary rights, whether arising by operation of law, contract, license, or otherwise, and (g) registrations, initial applications, renewals, extensions, provisionals, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

“Licenses” means, collectively, the Firmware License, the Hosted Software License, and the Apps License.

"Mobile Apps" means the Agent Software for mobile devices.

“Modification” or “Modifications” means all changes incorporated into or used with the Software or Documentation, including enhancements, standard releases, and patches.

“Network” means your local area network, created in whole or in part by use of our Products.

“Order” means a purchase order submitted by you either directly to Meraki or to one of our authorized resellers with respect to the purchase of the hardware products, software products, and related licenses listed on such purchase order.

“Products” means, collectively, the Hardware, the Software, the Documentation, and the Support Services.

“Purchase Price” means the aggregate price you paid for the Products listed on the applicable Order.

“RMA” has the meaning given to it in Section 7.3, below.

“Service Level Agreement” means the Service Level Agreement provided at http://www.meraki.com/trust, which governs the terms of the Service Level Warranty.

“Service Level Warranty” has the meaning given to it in Section 7.2, below.

“Software” means, collectively, the Firmware, the Hosted Software, and Web Apps.

“Specifications” has the meaning given to it in Section 4.1, below.

“Support Services” means the customer support services described at http://www.meraki.com/support.

“Systems Manager” means the Web App currently known as Systems Manager.

"Systems Manager Data” means the data collected through the Device Management Functionality and otherwise through Systems Manager.

"Support Services" means the customer support services described at http://www.meraki.com/support.

“Term” means the term of the Hosted Software License(s) indicated on the Order or as subsequently modified in connection with the purchase of additional Hosted Software Licenses so that the Term with respect to all such licenses expires at the same time in accordance with the provisions of Section 6.1, below.

"Traffic Information" means, collectively, information about devices that connect to the Network, such as MAC address, device type, operating system, geolocation information, and information transmitted by devices when attempting to access or download data or content (e.g., hostnames, protocols, port numbers, and IP addresses) via the Network.

“Warranty Period” means, with respect to any item of Hardware, the greater of one year or the warranty period set forth in the applicable Specifications, commencing, in either case, on the date the applicable Hardware is shipped to Customer in fulfillment of the Order.

“Web Apps” means the following web-based applications available to you at http://www.meraki.com currently known as: “Mapper,” “Stumbler,” and “Systems Manager.”

ARTICLE 2    SERVICES

2.1. Meraki Responsibilities. Subject to your payment of the Purchase Price to Meraki or our authorized reseller, as applicable, we provide you with the Products set forth on the Order and/or, in the case of the Web Apps or Hosted Software, accessed by you by means of our website. If you have purchased a Hosted Software License, we will provide you with access to the Hosted Software commencing as of the date you first access the Hosted Software through the expiration of the Term, subject to the terms of this Agreement. We also provide you with the Support Services and warranty services as described in further detail below.

2.2. Customer Responsibilities. Other than our responsibilities set forth in Section 2.1 above, you are responsible for your use of the Products in full compliance with this Agreement and for all activities engaged in by you and your End Users while using your Network, including without limitation: (i) promptly updating the registration information of the primary account holder for the Hosted Software if it changes or is no longer current, accurate and complete; (ii) using commercially reasonable efforts to prevent unauthorized access to, or use of, the Hosted Software, and notifying Meraki promptly of such unauthorized access or use; (iii) being responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all activities of your End Users and providing any support services your End Users may need; (iv) being responsible for obtaining and maintaining all Hardware and other communications equipment needed to access the Hosted Software or Web Apps and for paying all third-party access charges incurred while using the Hosted Software or Web Apps; (v) being responsible for, and assuming the risk of, any problems resulting from the content, completeness, accuracy, and consistency of all Customer Content; and (vi) complying with all applicable local, state, federal, and foreign laws in using the Hosted Software or Web Apps.

ARTICLE 3    LICENSES

3.1. Firmware License and Hosted Software License. Subject to the terms and conditions of this Agreement and your submission of a properly completed Order and full payment of the applicable Purchase Price, Meraki grants you an individual, personal, non-sublicensable, non-transferable (except as otherwise provided herein) and non-exclusive license, for the duration of the Term, to (i) use the Firmware only for internal business purposes, in object-code form, as embedded in, or for execution on, the Hardware (the "Firmware License"), and (ii) access the Hosted Software via a web browser and use the Hosted Software solely for internal business purposes (the "Hosted Software License").

3.2. Apps License. If you access any of the Web Apps, including the download and/or installation of any related Agent Software, or download any Mobile App, then, subject to the terms and conditions of this Agreement, Meraki grants you an individual, personal, non-sublicensable, non-exclusive, and non-transferable (except as otherwise provided herein) license to use the Web Apps or Mobile App, as applicable, for your personal or internal business purposes (the "Apps License").

3.3. Third Party Licenses.  If any of the Products include software provided by a third party, the terms under which that software are provided to you may be found at http://www.meraki.com/support/#policies.

3.4. Modifications.  If, during the Term, Meraki integrates any Modifications into the Firmware, Hosted Software, or Web Apps, each such Modification and all related Documentation, will be deemed to be part of the Firmware, Hosted Software, or Web Apps and made available to you only under the terms of the applicable Firmware License, Hosted Software License, or Apps License.

3.5 License to Customer Content You hereby grant us a non-sublicensable and non-exclusive license to reproduce, distribute, or use any Customer Content for the duration of the License(s) applicable to the Products you are using in connection with our delivery of the Products and services contemplated by this Agreement. You understand and agree that Meraki may use and disclose, in an aggregated format only, any and all data that is derived or collected from your use of the Products for the purpose of generally improving the Products and to otherwise operate, manage, maintain, improve, or promote Meraki’s products and services, provided that such aggregated data would not reasonably be identifiable as originating with or associated with you or any End User.

3.6 Restrictions In exchange for the grant of the applicable license or licenses set forth above, you agree you 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 Software; (ii) modify, translate, or create derivative works based on the Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Software; (iv) use or attempt to use the Firmware on third party hardware components; or (v) remove any proprietary notices or labels on the Software.

3.7 Special Terms Regarding Apple Mobile Apps may be distributed by Meraki via a third party ("Distributor"), including Apple, Inc. If you download a Mobile App from Apple, Inc.’s App Store, your use of the Mobile App must at all times be in accordance with the Usage Rules set forth in the Apple, Inc. App Store Terms of Service, and you acknowledge that this Agreement is entered into solely between you and Meraki. This Agreement is not intended to provide for usage rules for Mobile Apps that are less restrictive than the Usage Rules set forth for Licensed Applications in, or that otherwise conflict with, the App Store Terms of Service as of the date that you accept the App Store Terms of Service (which you acknowledge you have had the opportunity to review). You also acknowledge and agree that: (i) in the event of any third party claim that your possession or use of a Mobile App infringes any third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim; (ii) Apple has no responsibility for addressing any claims relating to any Mobile App, including but not limited to: (a) product liability claims; (b) maintenance and support; (c) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (d) any claim arising under consumer protection or similar legislation; and (iii) Apple and its subsidiaries are intended third-party beneficiaries of the terms of this Agreement that apply to any Mobile App for the iOS, and that upon your acceptance of this Agreement, Apple and its subsidiaries will have the right (and will be deemed to have accepted the right) to enforce those terms of this Agreement against you.

ARTICLE 4    HARDWARE

4.1. Use.  The specifications for any Hardware you have purchased are set forth on the relevant Meraki data sheets (which can be found on http://www.meraki.com) (the "Specifications"). You will use the Hardware only in accordance with the Specifications and subject to the terms of this Agreement, including this ARTICLE 4.

4.2. Restrictions. You will not, and will not permit others to, whether directly or indirectly: (i) disassemble or attempt to reverse engineer the Hardware; (ii) remove or erase the Firmware from the Hardware, or otherwise try to disable or alter the Firmware functionality; (iii) load any other software onto the Hardware; (iv), make any alterations, updates, enhancements, additions or improvements to the Hardware without the prior written approval of Meraki; or (v) remove any logo, trademark, or service mark of Meraki from any item of Hardware. Any alterations, updates, enhancements, additions, or improvements so approved will be the sole property of Meraki. If any alterations, updates, enhancements, additions or improvements interfere with the normal operation, maintenance, or support of the Hardware (including by increasing the cost of maintenance or support or creating a safety hazard), you will promptly remove the same and restore the Hardware to its normal condition.

ARTICLE 5    OWNERSHIP

5.1. Meraki Property. Except as provided in Section 5.2, below, as between you and Meraki, Meraki owns (i) all right, title, and interest, including all Intellectual Property Rights therein, in and to the Software and Documentation, and (ii) all Intellectual Property Rights in the Hardware. Nothing in this Agreement will be construed as transferring or changing our Intellectual Property Rights or interests in the Products in any respect. In addition, we will own any and all right, title, and interest in and to any feedback, suggestions, information, or materials you convey to us related to the Products in connection with your use of the Products ("Feedback"). You hereby assign to Meraki all right, title, and interest in such Feedback and will execute any documents and take any additional actions Meraki deems necessary to evidence, record, or perfect the foregoing assignment.

5.2. Customer Property As between you and Meraki, you own the Customer Content and all Intellectual Property Rights therein. Nothing in this Agreement will be construed as transferring or changing your ownership rights or interests in the Customer Content in any respect.

5.3. Reservation of Rights. Other than the rights expressly granted to you in this Agreement, we reserve all rights with respect to the Products and any and all related rights, including any derivative works and any media, mode, or method of distribution or transmission of the Products, whether available now or developed in the future.

5.4. Privacy and Data Collection. Our Privacy Policy (available at http://www.meraki.com/support/#policies:privacy) is hereby incorporated into this Agreement by reference. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of personal information. We collect Traffic Information and may from time to time make available functionality that allows you to limit or restrict the types of Traffic Information we collect. Additionally, for devices with Agent Software installed, we transmit certain geolocation information about those devices and the networks on which they are running to Google Inc. ("Google"), which provides us with related geolocation information that we store and make available to network administrators as described in our Privacy Policy. Google’s Privacy Policy, and not Meraki’s, governs Google’s handling of the information that we provide to Google. We use Traffic Information to make data available to you regarding, and to allow you to exercise certain controls with respect to, the traffic on your Network. We use Systems Manager Data to provide support and conduct product development activities. You represent and warrant to us that you have obtained or will obtain valid consent from each End User to add that End User’s device to the Network, to permit you and Meraki to collect, use, and disclose Traffic Information as described in this Section 5.4, and, to the extent you use Systems Manager, to use Systems Manager as described above (including, without limitation, accessing and deleting files on devices) and to permit you and Meraki to collect, use, and disclose Systems Manager Data as described in this Section 5.4. You hereby consent to our collection, use, and disclosure of Traffic Information and, to the extent you use Systems Manager, to our use of the Device Management Functionality and its collection, use, and disclosure of Systems Manager Data, in each case as described in this Section 5.4.

5.5. Publicity. Neither we, nor you, will use the other’s name, trademark, or trade name without the prior written consent of the other party, except that we may use your name and logo as part of a customer list on our website or in connection with our other customer listings.

ARTICLE 6    TERM AND TERMINATION

6.1. Term. This Agreement will be effective with respect to your use of the Products until the expiration of the License(s) applicable to the Products you are using, unless earlier terminated under Section 6.2. To the extent that you purchase additional Hosted Software License(s) subsequent to the date of the first Order, the duration of each Hosted Software License you have purchased will be adjusted such that all of your Hosted Software Licenses terminate on the same date. The co-termination date is calculated by Meraki's system as a function of the dollar value per day of each license purchased, calculated by dividing the then-current list price of each license by a one-year period of 365 days (the "Meraki Dollar Days per Year" of each license). The total number of these Meraki Dollar Days purchased by the End Customer is determined by (i) multiplying the Meraki Dollar Days per Year for each license purchased by the number of years of each such license (as specified in the applicable SKU number) (such product, the "Total License Dollar Days") and then (ii) adding together the Total License Dollar Days for all licenses purchased by the End Customer (such sum, the "Aggregate Dollar Days"). The Aggregate Dollar Days is then divided by the sum of the Meraki Dollar Days per Year of all license purchased by the End Customer in order to obtain the number of days remaining prior to the co-termination date. The co-termination date is recalculated each time the End Customer purchases a new Hosted Software License. For further information regarding our licensing and co-termination policies please visit https://docs.meraki.com/display/kb/Meraki+Licensing+FAQ

6.2. Termination.  Either party may terminate this Agreement for any reason effective upon 30 days prior written notice. Meraki may immediately suspend your use of the Products at any time if Meraki reasonably believes that you have breached the terms of ARTICLE 3, ARTICLE 4, or Sections 5.4 or 9.1. If such breach by you remains uncured for five days following receipt of notice from Meraki, then Meraki may terminate this Agreement effective immediately. You may terminate this Agreement for cause if we breach any material obligation of ours under this Agreement and fail to cure such breach within 10 business days of our receipt of written notice from you of such breach. If Meraki terminates this Agreement for convenience, or if you terminate this Agreement for cause, then in either case you will receive a refund of the amount you paid for the Hosted Software License allocable to the remaining Term.

6.3. Effect of Termination. Upon the termination of this Agreement for any reason, your access to and right to use the Products will terminate, and all Licenses will terminate. Upon expiration of a Hosted Software License, your Apps License will survive and you may continue to access and use the Web Apps and Mobile Apps, subject to the terms and conditions of this Agreement. Upon termination of this Agreement, each party will return (or destroy) any Confidential Information of the other party in its possession. The following provisions of this Agreement will survive any termination of the Agreement: Sections 5.1, 5.2, 5.3, 5.4, 6.3, 7.5, 7.6, and ARTICLE 9.

ARTICLE 7    REPRESENTATIONS AND WARRANTIES; DISCLAIMER; REMEDIES

7.1. Mutual Warranties.  Each party hereby represents and warrants to the other that it has all necessary corporate power and authority to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes legal, valid, and binding obligations of the warranting party enforceable against the non-warranting party in accordance with its terms.

7.2. Service Warranties. Meraki will make reasonable efforts to provide the Hosted Software and Web Apps available in accordance with the service level warranty set forth in the Service Level Agreement (the "Service Level Warranty"), subject to the terms and conditions of the Service Level Agreement. The remedy set forth in the Service Level Agreement is your sole and exclusive remedy with respect to the subject matter of the Service Level Agreement, and our sole and exclusive liability, in contract, tort, or otherwise, for any breach of the Service Level Warranty.

7.3. Hardware Warranties. We represent and warrant to you, the individual or entity who obtained the Hardware from Meraki or its authorized reseller, but not to any End Users or other third parties, as follows: (i) for the Warranty Period the Hardware will be free from material defects in materials and workmanship; (ii) all items of Hardware are new or refurbished unless otherwise indicated on the face of the Order; and (iii) we have good title to the Hardware, free and clear of any liens, claims, or encumbrances. Hardware not meeting the warranties set forth above will be, at our option, (a) repaired, (b) replaced, or (c) Meraki will refund to you the depreciated amount of the Purchase Price allocable to the defective Hardware, calculated on a straight-line, five-year basis. All Hardware repaired or replaced under warranty will be warranted for the remainder of the Warranty Period. For any return permitted under Meraki’s then-current return policy as (available at http://www.meraki.com/support/#policies:return), you will request a Return Materials Authorization ("RMA") number in writing with the reasons for the return request. The remedies described above are our sole liability and your sole remedy for any breach of the warranties contained in this Section 7.3. Meraki is not responsible for any Customer Content or any other non-Meraki data or information stored on any Hardware returned to Meraki for repair, whether under warranty or not.

7.4. Exclusions. Meraki has no obligation with respect to defects caused by or resulting from any of the following: (i) installation or use of third party software on or in the Hardware; (ii) modifications or repairs to the Hardware or Software made by you or any third party; (iii) damage or defects resulting from misuse, accident, neglect, abuse, failure of electrical power, adverse environmental conditions, unusual electrical or physical stress, catastrophe, negligence, improper storage, testing, or connection, or other improper treatment; (iv) your use or operation of the Hardware or Software other than as detailed in the Specifications; (v) misconfiguration of the Hardware or Software; or (vi) any other causes beyond Meraki’s reasonable control.

7.5. Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTIONS 7.1, 7.2, and 7.3, MERAKI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, AND CUSTOMER UNDERSTANDS AND AGREES THAT THE PRODUCTS ARE PROVIDED “AS IS.” MERAKI MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES MERAKI MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED BY MEANS OF THE PRODUCTS, OR THAT ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED. FURTHER, MERAKI DOES NOT WARRANT THAT THE PRODUCTS OR THE MERAKI SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MERAKI ALSO ASSUMES NO RESPONSIBILITY, AND IS NOT LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, CUSTOMER’S HARDWARE, SOFTWARE, OR OTHER MATERIALS. Because some jurisdictions do not permit the exclusion of implied warranties, portions of this section may not apply to Customer.

7.6. Exclusion and Limitation of Liability. IN NO EVENT WILL MERAKI OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES OF ANY NATURE (INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO CUSTOMER’S USE OF THE PRODUCTS OR USE OF THE PRODUCTS THROUGH CUSTOMER’S ACCOUNT BY ANYONE ELSE, EVEN IF MERAKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MERAKI’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER AND ANYONE WHO USES THE SERVICE THROUGH CUSTOMER’S ACCOUNT, FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW OR EQUITY, EXCEED THE AGGREGATE PURCHASE PRICE ACROSS ALL ORDERS SUBMITTED BY CUSTOMER. CUSTOMER UNDERSTANDS THAT THESE LIMITATIONS OF MERAKI’S AND MERAKI’S SUPPLIERS’ AND DISTRIBUTORS’ LIABILITY ARE A FUNDAMENTAL PART OF THIS AGREEMENT. The provisions of this Section 7.6 allocate risks under this Agreement between Meraki and Customer. Meraki’s pricing of the Products reflects this allocation of risks and limitation of liability. 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 will be limited to the maximum extent allowed by law.

ARTICLE 8    INDEMNITY

Customer will defend, indemnify, and hold Meraki, its affiliates, and their employees, officers, directors, successors, assigns, agents, and customers harmless from and against any and all liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees arising out of or in connection with any and all claims, demands, actions, or proceedings brought by a third party to the extent based upon: (i) any grossly negligent, reckless, or intentionally wrongful act of Customer or Customer’s assistants, employees, agents, or End Users; (ii) Customer’s or its End Users’ misuse of the Products or breach of this Agreement; or (iii) Customer’s unauthorized modification or alteration of the Hardware or Software, including any modification or alteration in violation of Sections 3.6 and 4.2, above; (iv) Customer’s combination of the Hardware or Software with other products, software, or services not supplied or specified by Meraki; and (v) Customer’s continued use of the Hardware or Software without implementation within a reasonable time period of modifications provided by Meraki.

ARTICLE 9    MISCELLANEOUS

9.1. Confidentiality. Except as described in Section 5.4, any and all information provided directly or indirectly by one party (the “Disclosing Party”) to the other party (the "Receiving Party"), including, but not limited to, any software, hardware, inventions, processes, designs, drawings, specifications, blueprints, technical information, know-how, trade secrets, product, marketing, business, or financial information related to the Disclosing Party (collectively, "Confidential Information"), will be kept confidential by the Receiving Party and may not be used, communicated, disclosed, or divulged, except as necessary in the performance of the Receiving Party’s obligations under this Agreement or otherwise in connection with the deployment, operation, and maintenance of the Products. The Receiving Party agrees to limit access to the Confidential Information to those of its employees or contractors as are reasonably required for the purpose of performing the Receiving Party’s obligations under this Agreement or otherwise in connection with the deployment, operation, and maintenance of the Products. Prior to disclosing any Confidential Information to any of its employees or contractors, the Receiving Party will obtain from each such employee or contractor an agreement substantially as protective of the Disclosing Party’s Confidential Information as the provisions hereof and each employee or contractor agrees not to use such information except in the performance of obligations hereunder. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can verify based on its written records was (a) already lawfully in the Receiving Party's possession without confidentiality obligations prior to receiving it from the Disclosing Party, (b) independently received from a third party without an accompanying duty of confidentiality and without breach of such third party’s obligations of confidentiality, (c) becomes available in the public domain through no action or inaction of the Receiving Party, or (d) developed independently by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information. If Receiving Party becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Receiving Party will provide Disclosing Party prompt written notice, if legally permissible, and will use its best efforts to assist Disclosing Party in seeking a protective order or another appropriate remedy.

9.2. Entire Agreement. This Agreement, the Order, and the Service Level Agreement (collectively, the "Governing Documents") constitute the entire agreement between Meraki and Customer with respect to the subject matter of the Governing Documents and supersede all prior agreements, understandings, and arrangements, oral or written, between Meraki and Customer. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter of the Governing Documents have been made either by Meraki or Customer which is not expressly set forth in the Governing Documents.

9.3. Force Majeure. Neither you nor Meraki will be liable under this Agreement by reason of any failure or delay in the performance of its obligations (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 so long as the parties will use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure.

9.4. Independent Contractors. You and Meraki are independent contractors. Neither of you, nor Meraki, nor any of your or our respective employees, customers or agents, will be deemed to be the representative, agent, or employee of the other for any purpose whatsoever, and none 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, or to accept service of any legal claims or notices addressed to or intended for the other.

9.5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Customer submits to the jurisdiction in the federal or state courts of or located in Santa Clara County, California, with respect to any action or proceeding arising out of the Governing Documents, and Customer hereby waives any venue or other objection which it may have to any such action or proceeding being brought in the federal or state courts of in Santa Clara County, California.

9.6. Consent to Electronic Communications; Notice. By using the Products, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Products. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Any notice that you provide to us under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to Meraki at the address set forth above and with the appropriate postage affixed.

9.7. Export Control. Customer will comply fully with all United States and any other country’s export laws and regulations and ensure that none of the Products are 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.

9.8. Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and this Agreement will be construed as if such portion had not been included herein. If the deletion of such provision materially impairs the commercial value of this Agreement, then Meraki and Customer will attempt to renegotiate such provision in good faith.

9.9. Waiver. No failure or delay by you or by us to exercise any right under this Agreement will constitute a waiver of that right.

9.10. Headings. The headings used in this End User Agreement are for convenience of reference only and do not affect the meaning or construction of this End User Agreement.

9.11. Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Meraki may assign or otherwise transfer this Agreement without the consent of Customer to Cisco Systems, Inc. or its affiliates. Any attempted assignment in violation of this Section 9.11 will be void and without effect. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

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

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.

Open Source/Licenses

Third Party Licenses