This Subscriber Agreement (the "Agreement") is a legal agreement between you ("You") and Meraki Inc., a Delaware corporation with offices at 313 W. Evelyn Ave, Mountain View, CA 94041 ("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. 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 313 W. Evelyn Ave, Mountain View, California, 94041, or such other address as Meraki may post on its website in accordance with Section 4.10 above.