Meter Partner Incentives Terms & Conditions
Meter, Inc. ("Meter") may update these terms at any time; the current version is at meter.com/partners/incentives-terms.
1. Overview
The Meter Partner Incentives Program (the "Incentives Program") provides eligible Meter partners ("Partner") with discretionary rebates, sales performance incentive funds ("SPIFFs"), recognition awards, and customer-facing discounts in connection with Partner's promotion, referral, or resale of Meter products and services. These Meter Partner Incentives Terms & Conditions ("Terms"), the Meter Partner Code of Conduct, the reseller, referral, service-provider, distributor, or other agreement between Meter and Partner (the "Underlying Agreement"), and the Meter Partner Incentives Guide available in the Meter Partner Portal, together with any decks, one-pagers, FAQs, communications, or other materials Meter provides describing the Incentives Program (including any partner-specific materials) (collectively, the "Program Guide"), together govern Partner's participation in the Incentives Program. In the event of a conflict, the Underlying Agreement governs to the extent it expressly addresses the matter; otherwise, these Terms control over the Program Guide.
2. Program Guide
The Program Guide sets forth the specific incentives offered from time to time, including rates, tiers, eligibility windows, qualification criteria, payment triggers, and worked examples. Meter may update the Program Guide at any time in its sole discretion. The current Program Guide is incorporated by reference. Partner is responsible for reviewing the current version.
3. Eligibility
To participate, Partner must (a) be an authorized Meter partner in good standing under an active Underlying Agreement (or, where Partner operates exclusively in a referral capacity, in accordance with Meter's then-current partner enrollment requirements), (b) have opted into the Incentives Program through the form Meter designates (where opt-in is required for the relevant incentive), (c) comply with the Meter Partner Code of Conduct and all applicable laws, and (d) meet any additional criteria Meter establishes from time to time, including any criteria specific to an individual incentive set forth in the Program Guide. Meter may grant, deny, suspend, or revoke eligibility at any time in its sole discretion.
4. Opt-in and elections
Partner must opt in through the form Meter designates in order to participate in any incentive for which the Program Guide specifies an opt-in requirement. For clarity, some incentives, including pre-existing programs and customer-facing discounts, do not require opt-in and their eligibility rules are set out in the Program Guide. The person submitting the opt-in form represents that they are authorized to legally bind a Partner.
Partner's opt-in also covers Partner's eligible employees, contractors, agents, and representatives (each, a "Partner Agent") where the Program Guide provides for SPIFFs or recognition awards paid to individuals. Partner Agents do not opt in separately.
Where the Program Guide offers a choice between mutually-exclusive incentives, Partner's election applies for the entire program window and cannot be changed mid-cycle.
5. Discretionary incentives
Meter has no obligation to approve any incentive, pay any amount, or recognize any Partner or Partner Agent under the Incentives Program. All Incentives Program funds remain Meter property until Meter disburses them to Partner or to a Partner Agent. Any reference to "$100 million," "$25,000," tier rates, program windows, "top 20," "first come, first served," or similar figures in Meter marketing materials, the Program Guide, or elsewhere describes a maximum potential discretionary allocation, not a guaranteed entitlement, vested right, account balance, accrued payable, or commitment. Meter may, in its sole discretion: (a) reduce, modify, or revoke any approved incentive before payment; (b) deny any claim for any reason or no reason; (c) impose per-partner, per-deal, per-period, regional, channel-specific, or product-specific caps; (d) modify or substitute any rate, tier, qualification criterion, program window, or payment model set forth in the Program Guide; (e) require deal registration, pipeline contribution, training, certification, or other engagement before releasing any payment; and (f) prioritize payments on a first-come, first-served basis subject to Incentives Program budget availability.
6. No reliance
Partner acknowledges and agrees that, in deciding to enroll in the Incentives Program, hire personnel, expand operations, pursue any opportunity, build pipeline, register any deal, close any sale, or take any other action, Partner has not relied, and will not rely, on any statement, representation, promise, projection, forecast, estimate, marketing material, presentation, launch announcement, communication, or other information about the Incentives Program, the Program Guide, the Partner Growth Fund, the "$100 million" commitment, any rate, tier, program window, allocation, leaderboard position, or expected payment, whether made by Meter, any Meter employee, officer, director, agent, channel account manager, or representative, or any third party, and whether oral, written, in any pitch deck, one-pager, FAQ, email, portal, recorded session, blog post, press release, social media post, or otherwise, other than the express terms of these Terms, the Program Guide as in effect at the time of payment, the Meter Partner Code of Conduct, and the Underlying Agreement.
Partner waives any claim against Meter and the Meter Indemnified Parties (as defined in the Underlying Agreement) for reliance damages, lost profits, lost opportunity, sunk costs, expectation damages, promissory estoppel, equitable estoppel, detrimental reliance, negligent misrepresentation, or any similar theory arising out of or related to (a) any statement or material described in the prior paragraph, (b) any change to or termination of the Incentives Program or the Program Guide, (c) any denial, reduction, modification, revocation, or delay of any incentive, or (d) any decision by Meter under Section 5 (Discretionary incentives).
Partner is a sophisticated commercial party that has had the opportunity to review these Terms, the Program Guide, the Meter Partner Code of Conduct, and the Underlying Agreement with counsel of its own choosing before opting in.
7. Network product only
The Incentives Program applies only to Meter's Network product and related services. Meter's Cellular product, Connect product, and any other Meter products and services are not eligible unless the Program Guide expressly provides otherwise.
8. Qualification and ARR
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To qualify for any incentive, the underlying deal, activity, or claim must meet the qualification criteria set forth in the Program Guide for that incentive, including any minimum ARR floor, contract length, customer engagement, Salesforce stage, opt-in status, agreement-on-file requirement, or other gate. Qualification is determined by Meter in its sole discretion, based on Meter's records and any other information Meter considers relevant.
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Qualified deal registration required. A Qualified Deal Registration is a precondition to every incentive unless the Program Guide expressly provides otherwise. A "Qualified Deal Registration" means a deal registration that Partner has submitted in the ordinary course and that Meter has determined, in its sole discretion, to be qualified (i.e., generally meaning that a member of Meter's sales team has spoken directly with the customer, confirmed an active project, and confirmed a reasonable likelihood that the opportunity could close within twelve months). The Program Guide may set out additional or different qualification criteria for specific incentives. Deal registrations entered, backdated, or otherwise created by Meter on Partner's behalf as an accommodation do not qualify unless Meter expressly designates them as qualifying.
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Rate lock. Where the rate, tier, or amount of an incentive varies by program window or other time period, the rate that applies to a specific deal, registration, or other qualifying event is the rate in effect on the date specified for that incentive in the Program Guide (for example, the date of deal registration, deal signing, opt-in, or another date Meter designates). Meter may, in its sole discretion, apply a different rate-lock date or a different rate to a specific deal, registration, partner, or set of circumstances.
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Pilot and trial periods. Where a deal includes a pilot, trial, evaluation, or other initial period during which the customer has the right to terminate or has not committed to full deployment, Meter may, in its sole discretion, treat the deal as signed, qualifying, or eligible for any incentive only upon the conclusion of that pilot period or such other date as Meter determines reasonable. This may affect, among other things, rate-lock timing, qualification status, payment timing, and Customer Offer eligibility under Section 12.
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ARR. Meter determines ARR for every incentive, calculation, threshold, and qualification check under the Incentives Program. Meter's books, records, and systems of record (including Salesforce and Meter's billing system) control over any Partner record, customer record, order form notation, or third-party calculation. Because different incentives serve different purposes, the Program Guide specifies the ARR base used for each one (e.g., total contract value, ARR after finance discount but before customer credits, or partner buy price from distribution). Meter may calculate ARR differently for a particular incentive, deal, customer, or program window where Meter determines a different calculation is appropriate. Meter may also reduce, adjust, or disregard ARR (in whole or in part) where Meter reasonably determines the ARR is overstated, at risk, attributable to a deal or portion of a deal that does not qualify, subject to subsequent reduction, cancellation, churn, non-payment, or dispute, the product of duplicative or stacked registrations, or otherwise not appropriately attributable to the incentive claimed. Meter's ARR determinations are final and not subject to dispute by Partner.
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Contract length. Contract length tiers apply as stated in the Program Guide; any contract longer than five years is treated as a five-year contract.
9. Payment
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Earning and payment are separate events. A Partner becomes eligible for an incentive by qualifying under that incentive's criteria. Eligibility does not entitle Partner to immediate payment. The default payment model under the Incentives Program is pay-on-collection: Meter pays Partner as Meter collects cash from the underlying customer, and deals, sites, or contract periods that do not result in collected customer payment generate no corresponding payment to Partner. Meter may, in its sole discretion, apply a different payment model to a specific deal, customer, site, or rollout (for example, pay-on-signing, pay-on-go-live, per-site, milestone-based, or another schedule appropriate to the circumstances).
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Mechanics. Meter pays incentives via such payment channels as Meter designates from time to time. Partner and, where applicable, each Partner Agent must provide a current W-9 (or applicable tax form), banking information, and any other documentation Meter requires before any payment will be released. Meter may delay or withhold payment until all required documentation is on file. Meter pays only against deals, claims, and Partner Agent identifications that are accurately recorded in Meter's systems, including in Salesforce; Meter is not responsible for missed payments resulting from inaccurate, incomplete, or untimely Partner submissions.
10. SPIFFs and Partner Agents
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Where the Program Guide provides for a SPIFF or other incentive paid to an individual Partner Agent, the following additional terms apply, and the representations and warranties in the Meter Partner Code of Conduct §7 (SPIFFs and Incentives Paid to Individual Sales Personnel) are incorporated by reference.
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Resale-only SPIFFs. Cash SPIFFs paid to individual Partner Agents, including the Deal Reg SPIFF and the Closed Won SPIFF, are available only in connection with resale opportunities and only to Partners with an active Master Reseller Agreement in place. Partners operating exclusively in a referral capacity are not eligible for these SPIFFs. This restriction does not apply to recognition awards governed by Section 11, which may be available to both resale and referral Partner Agents as specified in the Program Guide.
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Partner is responsible for (a) ensuring that each Partner Agent's receipt of any SPIFF or other individual incentive complies with all applicable laws, the Partner Agent's employer policies and contractual obligations, and any end-customer requirements; (b) making any required disclosures to and obtaining any required approvals from the Partner Agent's employer and any affected end customer; (c) confirming that 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 where receipt of the SPIFF or other individual incentive would be prohibited or require additional approvals that have not been obtained; and (d) cooperating with Meter's tax reporting and payment processes, including the Partner Agent's provision of a W-9 (or applicable tax form). Each Partner Agent is solely responsible for reporting any SPIFF or other individual incentive as required by applicable tax and disclosure laws. No SPIFF, recognition award, or other payment under the Incentives Program creates any employment, agency, joint venture, or partnership relationship between Meter and any Partner Agent. Each Partner Agent is solely an employee, contractor, agent, or representative of Partner and not of Meter.
11. Recognition and in-kind awards
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The Incentives Program may include recognition awards, trips, experiences, or other in-kind benefits as set forth in the Program Guide. The following terms apply to any in-kind award.
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Meter's selection is final. Meter selects recipients in its sole and absolute discretion based on the criteria stated in the Program Guide and any other factors Meter considers relevant. Meter's selection of recipients is final and not subject to appeal, challenge, or dispute by any Partner or Partner Agent.
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No cash, no substitution. Awards are non-transferable, are not redeemable for cash, and have no cash-equivalent value. Recipients may not request substitution of the award for cash, credits, or any other benefit. Meter may, but is not required to, modify, suspend, substitute, or cancel any in-kind award, change selection criteria, or change recipients at any time.
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Tax. The recipient is responsible for any tax obligations arising from the award to the extent applicable; Meter will issue tax forms reflecting the fair-market value of the award where law requires. Any guest invited to attend with a recipient is the recipient's responsibility, including any potential tax consequences attributable to the guest.
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Not a contest. The Incentives Program is a partner sales incentive program; it is not a contest, sweepstakes, or game of chance open to the public.
12. Customer-facing discounts
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Where the Program Guide provides for a discount, credit, or rebate offered to an end customer in connection with the customer's purchase of Meter products (e.g., a credit for migrating from another network vendor), (each, a "Customer Offer") the following terms apply.
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Customer benefit; not Partner benefit. A Customer Offer is a discretionary discount for the end customer, not a payment to Partner. Partner has no entitlement to any Customer Offer or to its application to any specific deal. Meter determines eligibility, amount, and treatment of each Customer Offer in its sole discretion.
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Pass-through to the customer. Partner must pass the full benefit of each Customer Offer through to the end customer, and may not capture or retain any portion of it for Partner's own benefit (whether through markup, conditioning the offer on additional purchases, or otherwise). Failure to pass through entitles Meter to recoup the full amount under Section 14 and may result in suspension or termination of Partner's eligibility.
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Mechanics. The Customer Offer is administered through the customer's order form and Master Services Agreement with Meter, in the manner Meter specifies. Customer Offers do not stack with hardware buybacks or other customer credits except in Meter's sole discretion. A Customer Offer applies only if the underlying site goes live within one year of deal signing; deals where the site has not gone live within that period are not eligible for the Customer Offer except in Meter's sole discretion. No separate Partner opt-in is required.
13. Mutually exclusive elections
Where the Program Guide identifies two or more incentives as mutually exclusive, Partner may elect only one for the applicable program window. By way of example and not limitation, Partner may elect the Partner Rebate (the cross-channel backend rebate) or Million Dollar Closer, but not both. Million Dollar Closer is available only to some referral Partners with a Million Dollar Closer arrangement in effect as of the start of the program window stated in the Program Guide and who elect to remain in Million Dollar Closer for that window. Elections lock for the entire program window and cannot be changed mid-cycle.
14. Audit, withhold, recoup, and offset
Meter may at any time request reasonable documentation from Partner or any Partner Agent to verify compliance with these Terms, the Program Guide, the Meter Partner Code of Conduct, and applicable law, including documentation of the underlying deal, customer engagement, pass-through of any Customer Offer, Partner Agent role, and Partner Agent employer and customer approvals. If Meter determines in good faith that any claim, deal registration, qualification representation, Customer Offer pass-through, or payment was inaccurate, misleading, duplicative, fraudulent, or otherwise non-compliant, Meter may, in its sole discretion: (a) withhold or reduce any pending payment; (b) reverse or recoup any payment already made, whether from Partner, from a Partner Agent, or both; (c) suspend or terminate Partner's or any Partner Agent's eligibility; and (d) offset any amount owed to Meter under the Incentives Program against any amount Meter owes Partner under the Underlying Agreement or otherwise. Partner and each Partner Agent will cooperate in good faith with any Meter review. Partner is jointly responsible for any recoupment owed by a Partner Agent receiving a SPIFF or other incentive payment in connection with Partner's business.
15. Anti-corruption and compliance
Partner's and each Partner Agent's participation in the Incentives Program is subject to the anti-bribery, anti-corruption, sanctions, anti-money-laundering, fair competition, and conflicts-of-interest provisions of the Meter Partner Code of Conduct.
16. Taxes
Partner and each Partner Agent are solely responsible for any taxes (including income, indirect, and withholding taxes) arising from any payment, recognition, or in-kind award under the Incentives Program. Meter pays incentives on a gross basis without withholding or remitting any taxes on Partner's or any Partner Agent's behalf, and Meter has no obligation to do so. Where law requires, Meter will issue tax forms reflecting payments made or fair-market value awarded.
17. Changes and termination
Meter may modify, suspend, or terminate the Incentives Program, the Program Guide, or any aspect of either (including rates, tiers, program windows, eligibility criteria, qualification requirements, payment models, and individual incentive programs) at any time and with or without notice. Continued participation after a change constitutes acceptance. Meter is not liable for any reliance, expenditure, lost opportunity, or lost expectancy arising from any change, suspension, or termination.
18. No third-party beneficiaries; independent relationship
These Terms are between Meter and Partner. They create no employment, partnership, joint venture, or agency relationship between Meter and Partner or any Partner Agent. No Partner Agent has any rights under the Incentives Program directly against Meter. Partner is solely responsible for its Partner Agents, expenses, and activities.
19. Limitation of liability
To the maximum extent law permits, Meter's total liability arising out of or related to the Incentives Program (across all theories) is limited to the lesser of (a) the amount of Incentives Program payments Meter actually paid Partner in the 12 months preceding the claim, or (b) $10,000. Meter is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits or business opportunity. The limitations in the Underlying Agreement also apply.
20. Disputes
The governing law and dispute-resolution provisions of the Underlying Agreement govern any dispute arising out of or related to the Incentives Program. If the Underlying Agreement does not address it, California law governs (excluding conflicts rules) and the state and federal courts in San Francisco, California have exclusive jurisdiction.
21. Acknowledgement
By opting into the Incentives Program, submitting any claim, or accepting any payment or award under the Incentives Program, Partner confirms it has read these Terms, the Program Guide, and the Meter Partner Code of Conduct, agrees to be bound by them, and represents that the person opting in or submitting the claim is authorized to bind Partner.