To register as a Channel Partner for “Cisco Meraki” products, your company must accept these Terms and Conditions (these “Terms”). These Terms are entered into by and between the company you identified in your Cisco Meraki Channel Partner Application (“Registered Partner”) and Cisco (as defined below), as of the date it is click-accepted by Registered Partner (the “Effective Date”). Reference is made herein to the current agreement with Cisco or any of its affiliates that entitles Registered Partner to resell (including, if applicable, offering managed services) products of Cisco or its affiliates (the “Partner Agreement”). For purposes of these Terms:
- If Meraki Products are available through CCW in Registered Partner’s principal place of business, then:
- “Cisco” has the meaning set forth in your Partner Agreement.
- These Terms supplement and amend the terms of your Partner Agreement.
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If Meraki Products are not available through CCW in Registered Partner’s principal place of business, then:
- “Cisco” means Meraki LLC, a Delaware limited liability company having its principal place of business at 500 Terry Francois, Blvd., San Francisco, CA 94158. Meraki LLC is a wholly owned subsidiary of Cisco Systems, Inc.
- These Terms are a binding agreement between you and Cisco. Except as provided herein, the terms and conditions of the Partner Agreement are incorporated herein for purposes of the Meraki Products; for purposes of clarification, references to “Cisco” in the Partner Agreement include Meraki LLC for purposes of these Terms. Either party may terminate these Terms at any time, for any reason or no reason, upon 30 days' prior written notice to the other party.
- These Terms may not 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, except that Cisco may assign these Terms to an affiliate without consent. These Terms will not in any way amend, modify or replace the Partner Agreement; provided that in the event that Cisco assigns these Terms to an affiliate, the Terms will supplement your Partner Agreement.
Authorization of Registered Partner is subject to approval of Cisco, including confirmation of current Partner Agreement. To the extent there is a conflict between the terms of these Terms and the Cisco Agreement, these Terms will prevail as to the subject of the Meraki Products.
ARTICLE 1 DEFINITIONS
For purposes of these Terms, the following terms have the corresponding definitions listed below. Capitalized terms used but not defined herein have the respective meanings given to them in your Partner Agreement.
“Authorized Distributor” means a distributor of Meraki Products that Cisco has specifically appointed to act on its behalf in certain territories.
“Cisco Meraki Price List” means the list of products, SKU’s, and corresponding pricing available at www.merakipartners.com.
“CCW” means the Cisco Commerce Workspace online ordering platform.
“Purchaser” means (i) Registered Partner in an SP Transaction, and (ii) End User in all other transactions.
“End Customer Agreement” means the Meraki Supplementary End User License Agreement available at http://www.cisco.com/go/terms, provided that for orders placed through the Meraki Legacy System, “End Customer Agreement” means the End Customer Agreement available at https://meraki.cisco.com/support/#policies:eca.
“End User” means the final purchaser that (i) has acquired managed services or Meraki Products for its own internal use and not for resale, remarketing or distribution, and (ii) is identified by Registered Partner in the applicable Purchase Order (as defined below).
“Meraki Legacy System” means the legacy product ordering platform for Meraki Products maintained by Cisco.
“Meraki Products” means Cisco’s line of products branded as the Cisco Meraki cloud-networking products, listed at http://meraki.cisco.com.
“SP Transaction” means a transaction in which Registered Partner retains title to the Meraki Products, and uses the Meraki Products to provide managed services to End Users.
ARTICLE 2 APPOINTMENT
2.1 Appointment and Acceptance. Cisco hereby appoints Registered Partner as a non-exclusive reseller of the Meraki Products, and Registered Partner accepts such appointment. Nothing in the Partner Agreement or these Terms, prevents Cisco from: (i) appointing other resellers or distributors within the territory or territories in which Registered Partner typically operates; (ii) marketing, selling, or distributing Meraki Products directly to its End Users; or (iii) maintaining direct sales channels for the marketing, selling and distribution of the Meraki Products. Registered Partner will not, directly or indirectly, without the prior written consent of Cisco market, distribute or sell Meraki Products to third-party resellers, agents or sales representatives for resale, except where such restriction is prohibited under local law.
2.2. Affiliates. The rights of any affiliates of Registered Partner to purchase under these Terms will be as set forth in the Partner Agreement.
2.3. SP Transactions. In an SP Transaction, Registered Partner must use the Meraki Products to provide managed services to its customer (i.e., the End User) in return for a flat monthly fee, and such customer (i) must contract with Registered Partner for the provision of the managed services, and (ii) must not be owned by or affiliated with Registered Partner. Registered Partner (not Cisco) will provide support to its End Users in SP Transactions, and all escalations to Meraki’s technical support team must come from Registered Partner. In an SP Transaction, Registered Partner is the Purchaser and will therefore be subject to the End Customer Agreement.
ARTICLE 3 PURCHASE AND SHIPPING
3.1. CCW Purchases. If Meraki Products are available through CCW in End User’s location, then Registered Partner will be entitled to purchase the Meraki Products subject to the terms of the Partner Agreement as supplemented by these Terms.
3.2. Meraki Legacy System Purchases. Registered Partner, or its Authorized Distributor, as applicable, will be entitled to purchase the Meraki Products through the Meraki Legacy System at the applicable discounted prices listed on the Cisco Meraki Price List for so long as the Meraki Legacy System is available. Cisco may, in its sole discretion and without further notice, discontinue the Meraki Legacy System in jurisdictions where the Meraki Products are available through CCW.
3.3 Purchase Orders. Each purchase order will, at a minimum, include: (i) the Meraki Product names or identifications; (ii) quantity of each Meraki Product; (iii) the pricing set forth in this ARTICLE 3; and (iv) all applicable contact information of the End User, including full company name, contact person, physical address, phone number, and email address (a “Purchase Order”). Purchase Orders will be deemed to be accepted unless Meraki provides you written notice of rejection (which may take the form of an electronic mail message).
3.4 Purchase and Shipping.
3.4.1 Indirect Purchase. Unless there is a written agreement between Registered Partner and Cisco that permits direct purchase, the purchase of the Meraki Products by Registered Partner must be conducted through an Authorized Distributor, and payment of the purchase price will be subject to any agreement between Registered Partner and the Authorized Distributor. Upon receipt of a Purchase Order from the Authorized Distributor, Cisco will ship the order directly to the address set forth in the Purchase Order. Distribution margins may apply to orders placed through a distributor.
3.4.2 Direct Purchase. If direct purchase is permitted by the terms of the Partner Agreement or if you operate in a territory or territories not served by an Authorized Distributor of Meraki Products, you may purchase Meraki Products directly from Meraki LLC. Cisco may, in its sole discretion, discontinue this method of purchase in jurisdictions where the Meraki Products are available through CCW. All payments will be in USD, and payment terms will be net thirty (30) days from the invoice date, unless a different period is specified in the Partner Agreement. Other payment terms will be in accordance with the Partner Agreement, but for clarity, payment will be made directly to Meraki LLC. The following additional terms and conditions will apply:
3.4.2.1 Shipping. Cisco will use commercially reasonable efforts to ship the Meraki Products within two business days of receipt of the Purchase Order, inventory permitting. Cisco will mark all Meraki Products for shipment to the shipping address specified in the Purchase Order, and Cisco will deliver the Meraki Products to a carrier or forwarding agent chosen by Cisco or specified by Registered Partner in the Purchase Order. Shipment will be FCA fulfillment center for the Meraki Products (Incoterms 2010), at which time title and risk of loss passes to the recipient specified on the Purchase Order. Registered Partner will specify a carrier and provide us with an active account number on the Purchase Order, otherwise Cisco will ship under its own account and Registered Partner will pay all related freight, insurance, and other shipping expenses.
3.4.2.2 Taxes. All stated prices are exclusive of any taxes, fees and duties or other amounts, and including without limitation value added and withholding taxes which are levied or based upon such charges or based upon these Terms. Any taxes related to Meraki Products purchased these Terms will be paid by Registered Partner (except for taxes based on Cisco’s income) unless Registered Partner timely provides to Cisco an exemption certificate acceptable to the taxing authorities. Applicable taxes will be billed as a separate item on the invoice, to the extent possible.
3.5 No Additional Terms. To the extent that any terms set forth on a Purchase Order delivered to Registered Partner by an End User, or by Registered Partner to an Authorized Distributor, conflict with or are in addition to the terms of the End Customer Agreement or these Terms, Registered Partner understands and agrees that such terms will be unenforceable against Cisco.
ARTICLE 4 ADDITIONAL MERAKI TERMS
4.1. Support. Cisco provides technical support for the Meraki Products to Purchasers 24 hours a day, seven days a week, as more fully-described at http://meraki.cisco.com/support.
4.2. Training. Registered Partner will use commercially reasonable efforts to comply as soon as practicable with any training requirements that Cisco may request with respect to the Meraki Products.
4.3. Warranty Disclaimer. Cisco makes warranties about the Meraki Products directly to Purchaser pursuant to the End Customer Agreement. Cisco will not be responsible for any representation, warranties, or other commitment made by Registered Partner without Cisco’s prior written consent.
