Meter Partner Code of Conduct

This Partner Code of Conduct (the "Code") sets forth the standards that Meter, Inc. ("Meter") expects of every organization participating in the Meter Partner Program, the Meter Partner Fund, and any related referral, reseller, incentive, or co-marketing program (collectively, the "Partner Programs").

This Code applies to the partner organization (the "Partner") and to its directors, officers, employees, owners, agents, contractors, subcontractors, and representatives (collectively, "Partner Personnel") in all activities relating to the Partner Programs. By enrolling in any Partner Program, accepting any payment, incentive, SPIFF, or other benefit from Meter, or otherwise participating in any Partner Program activity, Partner agrees to comply with this Code and to cause all Partner Personnel to do the same.

This Code sets the minimum standards for Partner conduct. Where applicable law is more restrictive, Partner will comply with applicable law, and where applicable law is more permissive, Partner will comply with this Code. This Code supplements, and does not replace, the reseller, referral, distributor, service, or other agreement between Meter and Partner governing Partner's participation in the Partner Programs, including any non-disclosure agreement between the parties (the "Underlying Agreement"). In the event of a conflict between this Code and the Underlying Agreement, this Code will govern, except that the Underlying Agreement will govern with respect to: (a) confidentiality and non-disclosure obligations; (b) audit and information-access mechanics; (c) indemnification scope and procedures; (d) breach notification timing and procedures; and (e) any other matter the Underlying Agreement expressly states will govern over this Code.

Code of Conduct

1. Compliance with Laws

Partner will comply with all laws, rules, and regulations applicable to its participation in the Partner Programs.

2. Anti-Bribery and Anti-Corruption

Partner will not give or accept bribes, kickbacks, or anything else of value, whether cash, gifts, or incentives, rebates, or SPIFFs received under the Partner Programs, in order to influence a decision, win or keep business, or gain an unfair advantage. This obligation applies whether the exchange is direct or through a third party, and whether the other party is a government official, political party, candidate for public office, or commercial counterparty. Partner will not make facilitation payments, even where local law allows them.

Partner will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the U.S. Anti-Kickback Act of 1986, and, where applicable, the U.S. Federal Anti-Kickback Statute.

3. Anti-Money Laundering

Partner will not engage in money laundering, terrorist financing, or any other illegal use of funds, and will not allow its participation in the Partner Programs to be used for those purposes. This includes any transaction designed to hide the source, nature, ownership, or destination of funds. Partner will comply with all applicable anti-money laundering and counter-terrorist financing laws, including the U.S. Bank Secrecy Act, the USA PATRIOT Act, the U.K. Proceeds of Crime Act 2002, and the EU Anti-Money Laundering Directives as implemented by applicable member states.

4. Sanctions, Export Controls, and Trade Compliance

Partner will maintain and follow a documented trade compliance program reasonably designed to comply with all applicable sanctions, export, import, and other trade laws, including those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, the U.S. Department of State, the U.K. Office of Financial Sanctions Implementation (OFSI), the European Union, and the United Nations.

Unless authorized by law, Partner will not export, re-export, transfer, divert, release, import, or disclose any Meter hardware, software, service, or related technology or information to any person or entity. Partner will not use any payment, incentive, or benefit received under the Partner Programs for the benefit of any sanctioned person, entity, or jurisdiction, or in any way that would cause Meter to violate applicable trade laws.

Partner represents and warrants that neither Partner nor any of its directors, officers, or direct or indirect owners is on any restricted, sanctioned, or denied party list maintained by OFAC, the U.S. Department of Commerce, the U.S. Department of State, OFSI, the European Union, or the United Nations, and that none of them is located, organized, or resident in any country or territory subject to comprehensive U.S., U.K., or EU sanctions.

5. Fair Competition

Partner will compete fairly and will not enter into any agreement or understanding with a competitor, customer, or other third party that unlawfully restrains trade, and will comply with all applicable competition and antitrust laws. Examples include fixing or coordinating prices, rigging bids, dividing or allocating markets, customers, or territories, boycotting suppliers or customers, fixing minimum resale prices, sharing competitively sensitive information (such as pricing, costs, margins, or bid intentions) with a competitor, or cooperating in any restrictive trade practice or boycott prohibited under applicable law.

6. Accurate Books, Records, and Reporting

Partner will keep accurate and complete records of all payments, incentives, SPIFFs, and other benefits received from Meter and all expenditures made in connection with the Partner Programs. Partner will not keep off-the-books accounts, make false or misleading entries, or mischaracterize any transaction.

Partner will give Meter truthful, accurate, and complete information at every stage of the Partner Programs, including enrollment, eligibility checks, deal registration, and payout calculation. Submitting false, inflated, duplicate, or fraudulent claims for incentives or SPIFFs is a material breach of this Code.

7. SPIFFs and Incentives Paid to Individual Sales Personnel

If Meter pays a SPIFF or other incentive to an individual employee or representative of Partner (a "Partner Agent"), Partner represents and warrants that:

(a) the Partner Agent's receipt of the SPIFF or incentive does not violate any law, any internal policy of Partner, or any contractual obligation the Partner Agent owes to a third party, including the Partner Agent's employer (where the Partner Agent is not employed by Partner) and any end customer;

(b) Partner has made any required disclosures and obtained any required approvals to allow the Partner Agent to receive the SPIFF or incentive, including, where required, disclosures to and approvals from the Partner Agent's employer and any affected end customer;

(c) the Partner Agent is not a government official, an employee of a state-owned or state-controlled entity, or an employee of any end customer in a regulated industry (including healthcare, financial services, defense, or public sector) where accepting the SPIFF would be prohibited or require additional approvals that have not been obtained; and

(d) the Partner Agent will report the SPIFF or incentive as required by applicable tax and disclosure laws.

8. Conflicts of Interest

Partner will promptly disclose to Meter, in writing, any actual or potential conflict of interest that could reasonably be expected to affect Partner's participation in the Partner Programs.

Partner will disclose any financial, familial, or personal relationship between Partner Personnel and any Meter employee, officer, or director, as well as any ownership, board role, or significant economic interest held by Meter personnel (or their family members) in Partner. Partner Personnel will not provide any payment, gift, employment offer, or other benefit to any Meter employee, officer, or director except as expressly authorized by Meter in writing.

Partner will also disclose: (a) any ownership, employment, or other relationship between Partner Personnel and an end customer to which Partner is selling, has registered a deal for, or is providing services involving Meter; (b) any ownership or significant economic interest held by Partner or Partner Personnel in a Meter competitor; and (c) any pending transaction in which Partner would acquire a Meter competitor or be acquired by one (which Partner will disclose as soon as it is permitted to do so under applicable law and any confidentiality obligations).

Disclosure alone will not resolve a conflict. Meter may require Partner to take additional steps to mitigate or eliminate the conflict, including reassignment of personnel, additional oversight, or withdrawal from a specific opportunity.

9. Intellectual Property

Partner will respect Meter's intellectual property rights and the intellectual property rights of Meter's customers, other partners, and any third party. Partner will not, and will not permit any Partner Personnel to: (a) use any Meter trademark, service mark, logo, trade name, or domain name except as expressly authorized by Meter in writing and in accordance with Meter's then-current brand and trademark guidelines; (b) register, attempt to register, or assist any third party in registering any trademark, domain name, or social media handle that incorporates or is confusingly similar to any Meter mark; (c) reverse engineer, decompile, disassemble, copy, modify, adapt, translate, or create derivative works of any Meter product, hardware, software, platform, or documentation, except to the extent expressly permitted by applicable law or by Meter in writing; (d) remove, obscure, or alter any proprietary notices, labels, or markings on any Meter product or materials; or (e) use any information, materials, tools, or systems provided by Meter for any purpose other than the purpose for which they were provided.

Partner will only sell, distribute, or service genuine Meter products and services obtained through Meter or a Meter-authorized source, and will not produce, distribute, or sell counterfeit Meter products or any third-party product that infringes Meter's intellectual property rights. Any improvements, suggestions, or feedback that Partner provides to Meter relating to Meter products or services may be used by Meter without restriction or obligation.

10. Confidentiality and Data Protection

Partner's obligations with respect to Meter's confidential information are governed by the Underlying Agreement. Partner will promptly notify Meter at legal@meter.com of any actual or suspected unauthorized access to, use of, or disclosure of Meter's confidential information.

In the course of Partner Program activities, Partner may receive, access, or otherwise process data relating to Meter's customers and end users, including personal information, account information, network configuration data, credentials, location data, and other information that identifies or relates to Meter's customers, their employees, or their networks (collectively, "Customer Data"). Partner will treat Customer Data with the highest level of care and will: (a) use Customer Data solely to perform Partner's obligations under the Underlying Agreement, and not for Partner's own marketing, analytics, model training, or any other independent purpose; (b) limit access to Customer Data to Partner Personnel who have a clear need to access it and who are bound by written confidentiality and data protection obligations; (c) implement and maintain administrative, technical, and physical safeguards consistent with industry-standard practices for protecting customer data of similar sensitivity, including encryption of Customer Data in transit and at rest, access controls, secure credential management, logging and monitoring, and a documented incident response process; (d) not transfer Customer Data across borders, store it in any new jurisdiction, or share it with any subcontractor without Meter's prior written consent and compliance with any data processing terms agreed between Meter and Partner; and (e) notify Meter at legal@meter.com without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any actual or suspected unauthorized access to, use of, disclosure of, loss of, or other security incident affecting Customer Data, and reasonably cooperate with Meter's investigation and response.

Partner will also comply with all applicable data protection, privacy, and information security laws and regulations in connection with any personal information processed under the Partner Programs, including the General Data Protection Regulation (EU) 2016/679, the U.K. GDPR, the California Consumer Privacy Act and California Privacy Rights Act, and other applicable U.S. state privacy laws. Upon Meter's written request, or upon termination of Partner's participation in the Partner Programs, Partner will promptly return or destroy (and certify in writing the destruction of) all Customer Data in its possession or control, except to the extent retention is required by applicable law.

11. Honest Marketing and Sales Practices

Partner's marketing, sales, and promotional activities relating to Meter must be accurate, truthful, and not misleading. Partner will not misrepresent Meter's products, services, or pricing, and will not make unfair or false claims about Meter, its competitors, or any other third party. When referencing or representing Meter in any marketing or sales materials, Partner will follow Meter's brand and trademark guidelines, as Meter makes them available from time to time. Partner will not speak to the press or media on Meter's behalf without Meter's prior written consent.

12. Responsible Use of AI

Partner will comply with all applicable laws governing the development, deployment, and use of artificial intelligence and automated decision-making systems in connection with the Partner Programs. Partner will not input Meter's confidential information, Customer Data, or any personal information received from or on behalf of Meter into any third-party AI tool, model, or service unless the tool contractually prohibits using the input data for model training and protects against unauthorized disclosure, and the use is otherwise consistent with this Code and applicable law. Partner will not use AI to generate communications, marketing materials, or representations about Meter that are inaccurate, misleading, or that misrepresent the source or authorship of the content.

13. Human Rights and Labor Standards

Partner will comply with all applicable laws on employment, labor, non-discrimination, wages and hours, workplace safety, and human rights. Partner will not use forced labor, child labor, or human trafficking in any form, and will comply with the U.S. Trafficking Victims Protection Act, the U.K. Modern Slavery Act 2015, and similar laws in other jurisdictions.

14. Reporting Violations

Partner will promptly notify Meter at legal@meter.com of: (a) any actual or suspected violation of this Code by Partner, any Partner Personnel, or any Meter employee, officer, or director; (b) any government investigation, inquiry, subpoena, or enforcement action involving Partner that touches on anti-corruption, anti-money laundering, sanctions, fair competition, data protection, or any other subject matter of this Code or the Partner Programs; and (c) any change in Partner's circumstances that would make any representation or warranty in this Code inaccurate. Meter does not tolerate retaliation against anyone who reports a suspected violation in good faith.

15. Cooperation and Audit

Partner will cooperate in good faith with any investigation by Meter or by a governmental authority relating to the Partner Programs.

If Meter has a good-faith reason to believe that Partner has materially breached this Code, or if Meter is required to respond to a governmental investigation, subpoena, or enforcement action relating to the Partner Programs, Meter may request access, on reasonable prior written notice, to records and documentation reasonably needed for the matter at issue. Any audit or information rights set out in the Underlying Agreement will continue to govern the audit mechanics.

16. Consequences of Non-Compliance

A breach of this Code is a material breach of the Underlying Agreement between Meter and Partner. If Partner breaches this Code, Meter may, in addition to any other remedy available at law, in equity, or under contract: (a) suspend or terminate Partner's participation in any or all Partner Programs, with or without notice; (b) withhold, reverse, or recoup any payment, incentive, SPIFF, or other benefit paid or payable under the Partner Programs; (c) require Partner to repay any payment, incentive, SPIFF, or other benefit previously paid; and (d) pursue any other remedy available under applicable law or contract, including indemnification under the Underlying Agreement.

17. Dissemination

Partner will share this Code with all Partner Personnel who participate in or support Partner Program activities, and will require its contractors, subcontractors, and other representatives engaged in Partner Program activities to comply with the principles of this Code.

18. Updates to this Code

Meter may update this Code from time to time. The current version is always available at meter.com/partners/code-of-conduct. Meter will notify enrolled Partners of material changes. If Partner continues participating in the Partner Programs after an update takes effect, Partner accepts the updated Code.

19. Contact

Questions about this Code, or reports of suspected violations, should be directed to:

Meter, Inc.
2700 18th Street, San Francisco, CA 94110
legal@meter.com