Meter Marketing Funds Terms & Conditions

Meter, Inc. ("Meter") may update these terms at any time; the current version is at meter.com/partners/mmf-terms.

1. Overview

The Meter Marketing Funds Program (the "Marketing Funds Program") provides eligible Meter partners ("Partner") with discretionary marketing funds to support lead generation and demand creation activities and expenses for Meter products and services. These Marketing Funds Program Terms & Conditions, the Meter Partner Code of Conduct, and the reseller, referral, or other agreement between Meter and Partner (the "Underlying Agreement") together govern participation.

2. Eligibility

To participate in the Marketing Funds Program, Partner must (a) be an authorized Meter partner in good standing under an active Underlying Agreement or have enrolled in the Meter Partner Growth Fund, (b) comply with the Meter Partner Code of Conduct and all applicable laws, and (c) meet any additional criteria Meter establishes from time to time. Meter may grant, deny, suspend, or revoke eligibility at any time in its sole discretion.

3. Discretionary funds

Meter has no obligation to approve any request, fund any activity or expense, or pay any amount under the Marketing Funds Program. All Marketing Funds Program funds remain Meter property until Meter disburses them to Partner. Any reference to "$25,000 available per Partner" or similar figures in Meter marketing materials describes a maximum potential discretionary allocation until the end of the Marketing Fund Program (as communicated by Meter and set forth in the Partner Portal), not a guaranteed entitlement, vested right, account balance, or commitment. Meter may, in its sole discretion: (a) reduce, modify, or revoke any approved request before payment; (b) deny any request for any reason or no reason; (c) impose per-activity, per-quarter, regional, or category-specific caps; (d) require deal registration, pipeline contribution, or other engagement before releasing additional funds; and (e) prioritize requests on a first-come, first-served basis subject to Marketing Funds Program budget availability.

4. Approval required

Partner must submit a written request through the Meter Partner Portal (or such other channel as Meter designates) and receive Meter's written approval before incurring any activity or expense Partner intends to claim under the Marketing Funds Program. Meter will have no obligation to reimburse activities or expenses that begin, are committed to, or are paid for before Meter's written approval, except in Meter's sole discretion.

5. Excluded activities and expenses

The following activities and expenses are not eligible for Marketing Funds Program funding: (a) firearms-related activities (including ranges, training, gifts, or hunting events); (b) gambling, casinos, or wagering activities; (c) adult or sexually explicit activities; (d) political, electoral, or lobbying activities; (e) entertainment with no business-development component; (f) activities or expenses that violate the Meter Partner Code of Conduct or applicable law; (g) Partner's internal overhead, salaries, commissions, or operating costs; (h) gifts, meals, travel, or hospitality for any government official, employee of a state-owned entity, or employee of any end customer whose acceptance would violate applicable law or the Meter Partner Code of Conduct; (i) activities that do not prominently feature Meter or that promote a Meter competitor's products alongside Meter's; (j) activities targeting existing Meter customers without Meter's prior written consent; (k) cash, gift cards, or cash-equivalents, except as Meter expressly approves in writing; and (l) any other activity or expense Meter determines to exclude in its sole discretion.

6. Reimbursement

Within 30 days after Partner completes an approved activity or incurs an approved expense, Partner must submit to Meter (at meterap@meter.com) (a) a Partner invoice consistent with Meter's invoice requirements, (b) reasonable proof of execution (which may include documentation, photos, attendee lists, event materials, or a short narrative), and (c) written proof of cost. Meter may require additional documentation at its discretion and may deny late submissions. Reimbursable amounts may not exceed the pre-approved amount. Partner pays vendors directly and Meter reimburses Partner; Meter is not responsible for any third-party costs Partner incurs.

7. Audit, withhold, recoup, and offset

Meter may at any time request reasonable documentation from Partner to verify Partner's compliance with these Marketing Funds Program Terms & Conditions, the Meter Partner Code of Conduct, and applicable law. If Meter determines in good faith that a request or claim 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; and (c) offset any amount Partner owes Meter under the Marketing Funds Program against any amount Meter owes Partner under the Underlying Agreement or otherwise. Partner will cooperate in good faith with any Meter review. The audit and information-access provisions of the Underlying Agreement and the Meter Partner Code of Conduct continue to apply.

8. Anti-corruption and compliance

Partner's use of Marketing Funds Program funds is subject to the anti-bribery, anti-corruption, sanctions, anti-money-laundering, and conflicts-of-interest provisions of the Meter Partner Code of Conduct.

9. Brand and IP

Partner's use of Meter trademarks, logos, and other marks in activities funded under the Marketing Funds Program is subject to the terms of the Underlying Agreement and must comply with the Meter Brand Guidelines and any other written materials or direction provided by Meter. Meter may require Partner to remove or modify any non-compliant materials. Further, Partner grants Meter a non-exclusive, royalty-free, worldwide license to use, reproduce, and display photos, videos, descriptions, and other details of activities funded under the Marketing Funds Program in Meter's marketing, promotional, and communications materials. Partner represents and warrants that it has obtained all necessary rights, consents, and releases from any individuals or third parties depicted or identified in such materials to permit Meter's use as described herein.

10. Taxes

Partner is solely responsible for any taxes (including income, indirect, and withholding taxes) arising from Marketing Funds Program payments. Where law requires, Meter will issue tax forms reflecting payments made.

11. Changes and termination

Meter may modify, suspend, or terminate the Marketing Funds Program, or change any aspect of it (including rules, funding levels, and eligibility criteria), at any time and with or without notice. Continued participation after a change constitutes acceptance. Meter is not liable for any reliance, expenditure, or lost opportunity arising from any change or termination.

12. No third-party beneficiaries; independent relationship

These Marketing Funds Program Terms & Conditions are between Meter and Partner. They create no employment, partnership, joint venture, or agency relationship between Meter and Partner or any of Partner's personnel, and no individual employee, contractor, or agent of Partner has any rights under the Marketing Funds Program directly against Meter. Partner is solely responsible for its personnel, expenses, and activities.

13. Limitation of liability

To the maximum extent law permits, Meter's total liability arising out of or related to the Marketing Funds Program (across all theories) is limited to the lesser of (a) the amount of Marketing Funds Program funds 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.

14. Disputes

The governing law and dispute-resolution provisions of the Underlying Agreement govern any dispute arising out of or related to the Marketing Funds 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.

15. Acknowledgement

By submitting an Marketing Funds Program request, Partner confirms it has read these Marketing Funds Program Terms & Conditions and the Meter Partner Code of Conduct, agrees to be bound by them, and represents that the person submitting the request is authorized to bind Partner.