terms of service govern the purchase and use of the business communications
services and related equipment provided by Mereo Networks, LLC. (“Mereo”) and
are between Mereo and the “Customer” identified in a signed sales quote.
parties agree as follows:
Term. Unless the sales quote states otherwise, the
Services are provided on a month-to-month basis. The term begins on the
date Mereo first activates Services and follows calendar months
thereafter. The duration of the term is calculated beginning on the first
day of the first whole month of Services.
The person signing the sales quote affirms that he or she is an
authorized representative of the Customer with authority to enter into
this agreement on behalf of the Customer.
termination. If the sales quote states
an initial term longer than one month and the Customer terminates this
agreement for any reason or if Mereo terminates this agreement because of
the Customer’s breach, the Customer shall pay an early termination fee equal
Except as stated in section 3(b), if the sales quote states an initial
term longer than one month, this agreement will be automatically extended
for an unlimited number of successive one-year periods unless the
Customer completes Mereo’s termination form no less than 30 days before
the end of the term.
Instead of automatic extension under section 3(a), the Customer may elect
to extend this agreement after the initial term on a month-to-month basis
by delivering notice of its election to Mereo no less than 30 days before
the end of the term.
- All applicable Service Charges
through the end of the term.
or removing services. The
Customer may add devices to its account at any time, and Mereo will
prorate the associated Service Charges for the first month. To reduce the
number of devices, or to terminate this agreement, the Customer must
notify Mereo no less than 30 days before the end of the term, and the
reduction or termination will take effect after the end of the term. The
Customer will be deemed to have terminated this agreement if the Customer
removes all devices and SIP trunks from its account or drops below the
initial number of phones provided.
purchase and cancellation.
rental; Contact Center Pro; Managed Services.
The Customer may cancel an equipment purchase without any fee by
notifying Mereo no later than 24 hours after submitting the order.
After 24 hours, the Customer may cancel an equipment purchase or reject
delivered equipment by delivering written notice to Mereo no more than 30
days after signing the sales quote. The Customer shall pay a 25%
restocking fee for all equipment purchases canceled or rejected under
this section 6(b). Mereo shall not issue a refund until equipment is
returned to Mereo. Returned equipment must be in like-new condition in
original packaging. In addition to the restocking fee, the Customer shall
pay all costs to replace damaged equipment or missing components or
The Customer acknowledges that cancelling an equipment purchase does not
terminate this agreement.
use. The Services are for the
Customer’s own commercial or governmental use only. Mereo may immediately
terminate this agreement if it determines that the Customer is reselling
Services or is using them in any way that is defamatory, harassing, or
threatening or is otherwise inconsistent with applicable laws or these
terms of service. If the Customer wants to use Services from outside the
United States, it must determine whether doing so is legal in that
use; account fraud.
If the Customer is renting any equipment from Mereo, whether the rental
is separately listed on the sales quote or bundled with Services
(excluding the Network Hardware for Managed Services), the terms of the
equipment rental agreement, are hereby incorporated by reference.
If the Customer is purchasing a subscription to Contact Center Pro, the
terms of the Contact Center Pro agreement are hereby incorporated by
If the Customer is purchasing a subscription to Business Community, the
terms of the network services agreement are hereby incorporated by
The Customer acknowledges
Mereo may block calls or call destinations it believes are associated
with toll fraud or traffic pumping and may terminate Services it believes
were obtained by subscription fraud.
any reference Mereo has made to “unlimited” minutes or features refers
to Mereo’s practice not to charge users on a per-minute or per-use basis
when use is reasonable and
Mereo does not offer “unlimited” plans for call center operations, fax
spamming, or other activities that use an extraordinary amount of
connectivity to the public switched telephone network (the “PSTN”). Mereo
may limit PSTN connectivity, impose per-minute charges for excessive
use, or terminate this agreement if it determines that the Customer’s
average per-user PSTN connectivity is unreasonable as compared to other
of funds. If the Customer is a
school or other government agency, and
Mereo shall invoice the Customer each month for the Service Charges,
Rental Charges, Bundle Charges, and any Other Charges. Mereo shall
prorate Service Charges, Rental Charges, and Bundle Charges for any
partial month at the beginning of the term. Except as permitted under
section 10(c), the Customer shall pay each invoice in full by the due
If this agreement is terminated, all unpaid Service Charges, Rental
Charges, Bundle Charges, and Other Charges will become due immediately.
To dispute an unpaid invoice, the Customer must, no later than the due
date of the invoice, (1) notify Mereo of the dispute and (2) pay all
undisputed portions of the invoice. To dispute a paid invoice, the
Customer must notify Mereo of the dispute no later than 60 days after the
date of the invoice. If the Customer fails to pay the undisputed portions
of an invoice by the due date of the invoice, or if it fails to provide
notice as required in this section, it hereby waives its right to dispute
any portion of the invoice. The Customer must notify Mereo of any billing
dispute by phone at (801) 478-7200, by email at email@example.com,
or by delivering notice to Mereo Networks LLC., Attn: Accounts
Receivable, 96 N 500 W Suite 160, Bountiful, UT 84010
are not appropriated to pay for the Services or functionally similar
services in any fiscal period during the term of the agreement,
funds are not otherwise available to pay the Service Charges and Other
is no other legal procedure available to pay the Service Charges and
Other Charges, and
non-appropriation did not result from any act or omission of the
Customer, the Customer may terminate this agreement on the last day of
the last fiscal period for which appropriations were received. The
Customer shall provide notice of the non-appropriation no less than 30
days before the termination under this section is to become effective.
fees and taxes. The Customer is
responsible to pay all taxes, levies, duties, charges, and fees, including
sales, use, withholding, public utility, or universal service surcharges
or fees, as well as emergency services surcharges (e.g. 911, E911, 999)
assessed, assessable or otherwise imposed by any government authorities in
connection with Mereo’s provision of Services to the Customer
(collectively, “Taxes”). Mereo may invoice the Customer to recover any
such Taxes that Mereo reasonably believes it has a legal obligation to
collect and remit (or that Mereo is permitted to pass on to its customers,
such as universal service fund contributions and similar Taxes) under
applicable law. If the Customer is exempt from payment of any Taxes, it
shall provide Mereo with a valid tax exemption certificate authorized by
the appropriate taxing authority. Tax exemption will only apply from and
after the date Mereo receives the exemption certificate.
recovery fee. Except where prohibited
by applicable law, Mereo may charge a monthly regulatory recovery fee in
connection with any telephony services provided to Customers within the
United States to offset costs incurred by Mereo in complying with
inquiries and obligations imposed on Mereo by federal, state, municipal
and/or other regulatory bodies and government agencies. This fee is not a
tax or charge required or assessed by any government. Mereo may increase
or decrease the regulatory recovery fee without notice.
check fees. Mereo may charge up to
the maximum amount permitted by law if the Customer’s banking institution
dishonors or reverses a check, draft, or other payment.
dialing; service availability; location information.
Mereo may charge a late fee up to $15 or 1.5%, whichever is greater, for
any amount unpaid by the due date. Mereo may charge a separate late fee
for each whole or partial billing period the Customer’s payment is late.
Mereo will charge a late fee for a disputed amount if (1) it was not paid
by the due date and (2) Mereo determines that the Customer disputed the
charge in bad faith.
Mereo may use collection services to recover unpaid charges and may
report late payments to credit bureaus or other entities. If Mereo refers
any amounts to a third-party debt collection agency, the Customer shall
pay a collection fee of up to 40% of the principal amount owed to Mereo
plus any attorneys’ fees or other amounts Mereo spends to collect unpaid
charges, as permitted under Utah Code Annotated, sec. 12-1-11 or other
applicable state law.
The Customer acknowledges (1) that it has read and understood Mereo’s 911
and Service Availability Policy, which is available at jive.com/legal/911-service-availability-policy, and (2) that 911 dialing service offered by Mereo (“Mereo
911 Dialing”) differs from 911 dialing service offered by traditional
telephone carriers in the ways described in the 911 and Service
Availability Policy, including that Mereo 911 Dialing will not function
if the Customer loses electrical power or broadband internet connection
or if anything on the Customer’s wide area network or local area network
blocks the Customer’s connection to Mereo’s platform. Also, Mereo 911
Dialing will not function if Mereo has deactivated the Services for any
reason, including the Customer’s non-payment.
The Customer shall provide Mereo the physical location of each device
used to make or receive calls, and Mereo shall not activate a device
until it has received this information. If the Customer relocates any
device, it shall promptly notify Mereo’s Support Department of the
device’s new location by phone at (801) 478-7201, or by e-mail at firstname.lastname@example.org and shall pay any fees associated with updating the
Location and callback information associated with a device will normally
be automatically forwarded to an emergency dispatch center when using Mereo
911 Dialing. Because some emergency dispatch centers are not equipped to
receive such location and callback information, the Customer acknowledges
that it may need to provide location and callback information verbally.
Automatic forwarding of location and callback information is not
activated for any device until Mereo notifies Customer by e-mail that it
has been activated.
of warranties. Mereo hereby disclaims
the implied warranties of merchantability, fitness for a particular
purpose, noninfringement of intellectual property rights, and all other
express or implied warranties for the Services and any related equipment.
warranty. Mereo hereby assigns to
the Customer all rights it has under any manufacturer’s warranty for
equipment it sells to the Customer. Subject to section 18, Mereo may assist
the Customer in obtaining replacement or service under the manufacturer’s
Indemnification. The Customer shall indemnify Mereo and its
representatives against any claims arising from the use of or inability to
use the Services by the Customer or its representatives unless the claim
arises from Mereo’s gross negligence or reckless conduct.
Non-assertion. The Customer shall not, during or after its use
of the Services,
Mereo, its representatives, and its underlying suppliers will not be liable
for any damages or other claim arising from any person’s use of or
inability to use the Services because of a failure or degradation of a
third party provider’s network, a failure or degradation of broadband
internet service, a force majeure event, or any other third-party cause,
whether the claim is founded in breach of contract, breach of warranty,
negligence, or any other theory of liability.
In no event will Mereo’s total liability under this agreement exceed the
amount the Customer paid to Mereo in the month before the event giving
rise to the claim.
Shipment. Risk of loss or damage to equipment during
shipment belongs to the shipping party unless the receiving party has
requested a different shipping carrier, in which case the receiving party
bears the risk. After the equipment arrives at the location specified by
the receiving party, the risk of loss or damage belongs to the receiving
recording. The Customer acknowledges
that it has read and understood Mereo’s Call Recording Information,
available at jive.com/legal/call-recording-info.
agreement; modification. These
terms of service constitute the entire agreement between Mereo and the
Customer and supersede any previous agreement. Mereo may modify this
agreement by posting revised terms online at
mereonetworks.com/terms-of-use.php without additional notice to the
Customer. The revised terms of service will take effect 30 days after
posting. No other modification to these terms of service will be effective
unless made in a writing signed by both parties to the agreement.
arbitration. Except for collection
efforts under section 14(c) and enforcement of an arbitration order under
this section 25, if the parties are unable to resolve any dispute arising
from this agreement by direct negotiation, they shall resolve the dispute
through binding arbitration in Salt Lake City, Utah before a single
arbitrator from the American Arbitration Association in accordance with
its Commercial Arbitration Rules. The parties hereby waive any right to a
jury trial in connection with any claim arising from this agreement.
fees. If any arbitration or
legal proceeding is validly instituted to enforce the terms of this
agreement, the prevailing party may recover its attorneys’ fees and other
law; personal jurisdiction; venue.
This agreement is governed by the laws of the State of Utah without regard
to its conflicts-of-law provisions. If any litigation is validly
instituted in connection with this agreement, the parties hereby consent
to the exclusive personal jurisdiction of the courts in Utah and waive any
objection as to venue or inconvenient forum.
of rights. Failure to enforce a
right or provision under this agreement does not constitute a waiver of
that right or provision.
Severability. If any part of this agreement is declared
unenforceable by a court, all other parts will remain enforceable.
Survival. Sections 4, 10, 14, 15, 17, 18, 19, 20, 21, 25,
26, 27, 28, 29, 30, 31, and 32 of these terms of service will survive
termination of this agreement.
assert any allegation that the Services (as they exist at or before the time
of the Customer’s use) infringe the Customer’s intellectual property, or
authorize, assist, or encourage any third party to assert any claim that
the Services (as they exist at or before the time of the Customer’s use)
infringe the third party’s intellectual property.
Assignment. Mereo may assign its rights and obligations under
this agreement to any successor of substantially all of its assets.
Otherwise, neither party may assign its rights or obligations under this
agreement without the written consent of the other party.
signature. This agreement will
become effective when the Customer has signed the sales quote. The
Customer may sign the sales quote by hand or by electronic means (for
example, by using a commercial e-signature service or by typing the name
of the Customer’s authorized representative into a web form).
Definitions. In this agreement, the following definitions
Mereo shall deliver any notice to the Customer to the mailing address,
fax number, or e-mail address stated in the sales quote. Except for
billing disputes under section 10(c) or location updates under section
16(b), the Customer shall deliver any notice to Mereo by e-mail to
email@example.com or by delivering it to 96 North 500
West, Suite 160, Bountiful, UT 84010. Either party may update its contact
information for notices by delivering notice of the new contact
information to the other party in accordance with this section 31(a).
Notice will be deemed to have been given (1) when sent, if sent by email
to the address specified in paragraph (a) of this section, (2) three
business days after being mailed by registered or certified mail, postage
prepaid; or (3) the next business day, if sent by commercial overnight
delivery service; unless, with respect to (2) or (3), tracking
information indicates delivery on a different date.
Charges” means combined charges
for Services and equipment rental. Where applicable, these are imposed
instead of Service Charges and Rental Charges.
- “claim” means any loss, liability, damages, court costs,
litigation costs, arbitration awards or fees, or other costs;
- “device” means a physical phone, soft phone, fax machine,
analog telephone adapter, or other device used to make or receive calls
using the Service;
dispatch center” means
any local or national answering point for 911 calls;
majeure event” means, with respect to a
party, any event or circumstance, regardless of whether it was
foreseeable, that was not caused by that party and that prevents that
party from complying with any of its obligations under this agreement,
except that a Force Majeure Event will not include a strike or labor
unrest that affects only one party, an increase in prices, or a change in
Charges” means charges for late
fees, toll-free minutes, international long distance minutes, local loop
access, additional off-network minutes, number porting, expedited number
porting, directory or phone book access, taxes, fees, and other variable,
one-time, or recurring charges except for Service Charges, Rental
Charges, and Bundle Charges;
Charges” means the monthly
charges for rental equipment on the Customer’s account; A party’s
“representatives” are its officers, agents, employees, subsidiaries, and
financial and legal advisers;
Charges” means fixed monthly
charges for the Services on the Customer’s account; and“Services” means
the hosted VoIP PBX service, IP service, local telephony service, DIDs,
contact center, network
and other information or communications services offered by Mereo under