Meter Reseller Agreement

This Master Reseller Agreement (“Agreement”) is hereby entered into between Meter, Inc., a Delaware corporation with principal place of business at 2700 18^th Street, San Francisco, CA, 94110, USA (“Meter”) and [Reseller name], a [type of entity] organized under the laws of [state/country], with its primary place of business at [address], including its affiliates (“Partner”) (each of Meter and Partner, a “Party”, and collectively, the "Parties”).

The Parties hereby agree as follows:

Subject to Partner’s continued compliance with this Agreement, Meter appoints Partner as a non-exclusive reseller of the Services. Partner will buy and sell the Services in its own name and for its own account. Partner will act as an independent entity and is not authorized to represent Meter or to act on behalf or in the name of Meter. 

Promotion and Marketing. Partner will use its best efforts to promote and market the Services, which will include: (i) conducting itself in a professional and diligent manner representing the Services; (ii) using only marketing materials about the Services that have been approved in writing by Meter (which may include by email); and (iii) meeting standards set by Meter for promoting, displaying, demonstrating, and explaining the Services to End Customers. Partner will avoid deceptive, misleading, or unethical practices and will not knowingly solicit orders from any End Customer that engages in such practices. Subject to the terms and conditions of this Agreement, Meter grants Partner a non-exclusive, limited license to use Meter’s Marks solely to fulfill Partner’s obligations as set forth in this Agreement. Each type of use of Meter’s Marks must be pre-approved, in writing, by Meter. Except as set forth in this Section 3.1, nothing in this Agreement will grant to Partner any right, title or interest in or to Meter’s Marks. All use of Meter’s Marks will inure solely to the benefit of Meter. Partner will promptly notify Meter of: (a) any use by any third party of Meter’s Marks; or (b) any use by any third party of similar Marks which may constitute an infringement or “passing off” of Meter’s Marks. If Partner (including any Partner employee) chooses to participate in a Meter partner program promotion, Partner’s participation in such promotion will be governed by the rules set forth in the Partner Portal.

Restrictions. Except as expressly authorized by this Agreement, Partner will not: (a) modify, copy, disclose, alter or create derivative works of any of the Services, the Documentation, or Meter’s Marks; (b) license, sublicense, resell, distribute, lease or otherwise dispose of any of the Services, the Documentation, or Meter’s Marks; (c) use any of the Services or the Documentation, or allow the transfer, transmission, export or re-export any of the Services, in violation of the export control laws or regulations of the United States or any other country; (d) cause or permit any other party to do any of the foregoing; or (e) add the Services to any governmental (i.e., local, state, or federal) contract or purchasing consortium unless authorized by Meter in writing. Further, Partner will not: (i) adopt, use or register any words, phrases or symbols that are identical to or confusingly similar to any of Meter’s Marks within any territory; (ii) challenge or assist others to challenge Meter’s Marks or the registration thereof or attempt to register any Marks confusingly similar to Meter’s Marks; or (iii) remove, alter or obscure any proprietary notices or any of Meter’s Marks in or on the Services including copyright notices, or permit any other party to do so.

Ownership and Reservation of Rights. As between the Parties and subject to Sections 3.1 and 3.2, Meter will own all right, title and interest in and to Meter’s Marks and the Intellectual Property Rights associated with the Services. Meter reserves all rights not expressly granted in this Agreement, and no licenses are granted by Meter to Partner under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein. Further, all references in this Agreement to the “purchase” or “sale” of the Services means, with respect to each of the Services which are covered by Intellectual Property Rights owned by Meter (or to which Meter has rights), the acquiring or granting, respectively, of a license to use such Services, and to exercise any other rights pertaining to such parts which are expressly set forth herein.

No Inventory Stocking.  Partner may not issue “stocking” orders, meaning Hardware orders intended to be held as inventory for future resale, without Meter’s prior written consent.

Subcontractors. Partner shall remain fully liable for all acts and omissions of its subcontractors.

As an authorized reseller of the Services, Partner will be entitled to purchase the Services at the various discounted prices set forth on the then-current Reseller Price List, depending on whether it is a Partner Opportunity or an opportunity initiated by Meter. Prices are on a net basis and exclusive of any Taxes or shipping charges, which shall be borne by Partner, unless otherwise agreed between the parties. Except where prohibited by law, Partner will advertise the Services, including in both print and online materials, only at the list prices set forth in the applicable Reseller Price List. However, Partner may sell the Services at a price agreed upon between Partner and the End Customer.

Partner may register a Partner Opportunity by submitting the opportunity to Meter via the registration form provided in the Partner Portal in order to secure the additional discounting provided for in such instances on the Reseller Price List. The registration of a Partner Opportunity must be approved in writing by a Meter representative. Before approving a Partner Opportunity, Meter may require an initial contact with the End Customer to qualify the opportunity. Meter may approve or reject a Partner Opportunity in its sole discretion. If approval is granted, then the Partner Opportunity will be considered a registered opportunity (“Registered Opportunity”). The Registered Opportunity will be subject to the deal registration terms set forth in the Partner Portal.

In addition to the discounts described in Section 4.1, as an additional incentive, unless the parties otherwise agree, Meter will pay Partner a commission on each accepted Order equal to 10% of the amount of the Order (each a “Commission Payment”). Each Commission Payment will be remitted by Meter to Partner either by check or electronic transfer as soon as practicable following the Billing Commencement Date (as defined in Section 6.1, below). 

Partner will submit Orders either to Meter via email to orders@meter.com or to a Distributor (subject to Section 5.3) using the method required by the Distributor. Each Order must include, at a minimum: (i) Meter Subscription Tier (Professional or Premium); (ii) square footage of End Customer’s site at which Services will be provided; (iii) the pricing in accordance with Section 4; (iv) the name and physical address to which the Services are to be shipped; (v) the name, physical address, and email address of the entity to be billed; (vi) if applicable, the requested delivery date of the Services; and (vii) all applicable contact information of the End Customer, including full company name, contact person, physical address, phone number, and email address. Distributors may have additional requirements. 

In addition, Partner will include Partner’s freight account number on the Order, otherwise Meter or the Distributor (as applicable) may bill the freight on its own account and include the cost on the invoice to Partner. Any terms stated on the Order that differ from the terms of this Agreement or the Main Service Agreement will have no force or effect. Any Order that indicates it is a draft, pending approval, or similar designation, or is missing a signature where one is required, will be rejected. Each Order placed with Meter will be deemed accepted when submitted, unless Meter rejects the Order in writing or by e-mail to Partner within two (2) business days following receipt of the Order by Meter. 

If an Order includes a requested delivery date, Meter will use commercially reasonable efforts to deliver the Hardware in accordance with the requested delivery dates, but will not be bound by such dates. Meter will mark all Hardware for shipment to the name and address specified in the Order, and will deliver the Hardware to a carrier or forwarding agent chosen by Meter or specified in the Order. If Partner specifies a carrier in the Order, then Partner will also provide an active account number, otherwise Meter will ship under its account with the carrier, and Partner will pay all shipping expenses set forth on the invoice. Title and risk of loss for Hardware will pass to Partner at Meter’s shipping point. For clarity, international shipments will be FCA (Incoterms 2010) Meter's shipping point. Meter may specify from time to time via email communication to Partner a delivery lead time for Orders. 

With respect to Orders placed with a Distributor (“Distributor Orders”): (a) references to “Order” in this Agreement mean the applicable Distributor Order; (b) invoicing and payment will be handled pursuant to the Distributor Order, with fees and taxes, where applicable, paid directly to the Distributor; (c) any credits or refunds owed by Meter will be provided to the Distributor and not to Partner or the Customer; and (d) Meter will have no responsibility or liability with respect to the Distributor’s failure to make payments to Partner. No additional terms in any Distributor Order will apply to Meter and this Agreement will prevail in the event of any conflict between it and any Distributor Order, as between Meter and Partner.

Partner will use commercially reasonable efforts not to combine Hardware intended for resale to multiple End Customers within a single Order but rather will use a separate Order for each End Customer. It is Partner’s sole responsibility to ship Hardware ordered by each End Customer, to the correct address for such End Customer, and, if applicable, to install (or contract with a third party to install) Hardware at the correct address for such End Customer.  Partner acknowledges that its failure to comply with this Section 5.5 may result in an End Customer’s inability to access or use the Hardware or Services.

Partner understands that the End Customer’s use of the Services is subject to the terms of the Main Service Agreement. Partner will ensure that a prominent link to the Main Service Agreement is included on all quotations to End Customers. Meter makes all warranties regarding the Services directly to End Customers via the Main Service Agreement. Meter will not be liable for any different or additional warranties or other commitments Partner makes to End Customers.

If Partner submits an Order directly to Meter, Meter will issue an invoice to Partner following shipment of each Order, upon the earlier of (i) the go-live date with End Customer, or (ii) the date of shipment to End Customer (the “Billing Commencement Date”). Unless otherwise agreed on an Order, payments on undisputed invoices are due and payable without any deductions, setoff or counterclaims by Partner within thirty (30) days of the invoice and will be made by wire transfer, bank check, money order or such other means as Meter may specify on the invoice or otherwise, at Partner’s expense. Meter reserves the right to charge Partner interest on any overdue payments at one-and-one-half percent (1.5%) per month (18% per year), or the maximum amount allowed by applicable law, whichever is less. If Partner fails to make payment within one hundred twenty (120) days from the date of invoice, Meter will be entitled to withdraw any allowances, discounts or other concessions granted to Partner and all outstanding demands shall become due immediately.  

Hardware Lease.  All Hardware is leased to End Customer in accordance with the Main Service Agreement. 

Return of Hardware.  Upon expiration or termination of this Agreement or if an End Customer relocates from a location designated in the Order, Partner will assist in notifying or directing End Customer to: (a) reasonably cooperate with Meter and the applicable landlord to make the Hardware available as installed for future tenants or (b) reasonably cooperate with Meter and the applicable landlord to provide Meter with access to remove the Hardware, at Meter’s option, or (c) return the Hardware, at End Customer’s cost, and in accordance with return instructions provided by Meter.

Hardware Replacements. Meter makes warranties regarding the Services directly to End Customers via the Main Services Agreement. If any Hardware deployed at an End Customer’s location does not meet such warranties, the End Customer may request (or Partner may request on its behalf) a replacement unit(s).To request a return of any such defective Hardware, End Customer must notify Meter by initiating a return request at https://dashboard.meter.com/support.  End Customer must clearly state relevant details regarding the issue, the Hardware units at issue, and End Customer’s name, mailing address, email address, daytime phone number, and any other information reasonably requested by Meter.  If approved, Meter will provide End Customer with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with End Customer’s return shipment of the defective Hardware to Meter. End Customer must return the Hardware unit(s) listed in the RMA with all included accessories within 30 days following the day on which Meter issued the RMA. Meter will replace the Hardware with new or refurbished units in its sole discretion.

Possession and Use. Ownership and title to leased Hardware shall at all times be vested in Meter, to the exclusion of Partner and End Customer, notwithstanding Partner’s or End Customer’s possession of such Hardware. Except as expressly permitted herein, Partner shall not sublease or in any manner deliver, transfer or otherwise relinquish possession of any of the Hardware without Meter’s written permission.

Liens and Encumbrances. Partner shall not directly or indirectly, create, incur or otherwise allow to be incurred or be in existence at any time mortgage, pledge, hypothecation, assignment, security interest, lien, charge or other encumbrance or similar claim on any Hardware.

Partner will defend Meter Indemnified Parties from and against all Claims incurred by any Meter Indemnified Parties, and Partner will indemnify Meter Indemnified Parties from and against any related Liabilities finally awarded against the Meter Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, arising out of: (a) any written or oral warranty to End Customers with respect to the Services not authorized in the Documentation or Main Service Agreement; (b) any improper use or disposition of the Services by Partner, or any modification, installation, service or repair of the Products not performed by Meter, including any breach by Partner of Sections 5.5 or 5.6; (c) any violation of applicable law by Partner; or (d) any fraud, gross negligence, or intentional misconduct by Partner or any of its representatives.

Meter will defend Partner Indemnified Parties from and against all Claims incurred by any Partner Indemnified Parties, and Meter will indemnify Partner Indemnified Parties from and against any related Liabilities finally awarded against the Partner Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, arising out of the alleged infringement, violation or misappropriation of any valid third party intellectual property right by the Services sold to Partner pursuant to this Agreement, unless the third party claim, action or proceeding arises out of: (i) combination or use of the Services with any product, service or process not provided by Meter; (ii) Meter’s compliance with any requirements or specifications provided by Partner or the End Customer; or (iii) any modification made to a Product by any person or entity other than Meter.

If making a claim for indemnification hereunder, the indemnified Party will provide: (i) prompt written notice of any such Claim, provided that any failure to provide notice promptly shall only relieve the indemnifying Party of its obligation if its defense is materially prejudiced by the delay; (ii) the indemnifying Party with sole control of the defense and settlement of the Claims; and (iii) all reasonably requested cooperation and assistance in connection with the defense of such Claim, at the indemnifying Party’s expense. The indemnified Party shall not settle or compromise a Claim for which it is seeking indemnification without the prior written consent of the indemnifying Party. The indemnified Party will have the right to employ separate counsel at its own expense, subject to the indemnifying Party’s control of such defense.

If Partner or any of its subcontractors will be performing installation, servicing, or maintenance of Services, then Partner and any such subcontractor will maintain the following insurance throughout this Agreement’s term, with insurance carriers that are rated A-VII or better by A.M. Best. The coverages will be considered primary without right of contribution of Meter insurance policies. In no event will the following coverage limits affect or limit in any manner Partner’s contractual liability for indemnification or any other liability of Partner under this Agreement.

Commercial general liability insurance for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1,000,000 per occurrence; 

Professional errors & omissions insurance of at least $1,000,000;

Auto liability insurance covering all owned, non-owned and hired vehicles, with coverage limits of not less than $500,000 per occurrence for bodily injury and property damage; 

Worker’s compensation insurance as required by law; and

Umbrella liability insurance on an occurrence form, for limits of not less than $1,000,000 per occurrence.

The term of this Agreement commences on the Effective Date and continues until December 31 of the year in which it is entered (the “Initial Term”) and will thereafter automatically renew for successive one-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provide the other with written notice of its intent not to renew at least two weeks prior to the expiration of the then-current Term. 

This Agreement may also be terminated by written notice: (a) by either party, for any reason, upon 30 days’ notice; (b) in the event of a material breach of this Agreement by either Party, fourteen (14) business after the date of written notice thereof, if such breach has not been cured by Party causing such breach by the expiration of the 14-day notice period; or (b) immediately by the non-breaching party in the event of a material breach of this Agreement that cannot be cured.

Termination, expiration, cancellation, or abandonment of this Agreement through any means and for any reason shall not relieve the Parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement.

Following expiration or termination of this Agreement, Partner may continue to close the sale of Services registered with Meter prior to the effective date of expiration or termination for up to thirty (30) days, provided that it does so in accordance with the requirements of this Agreement.  

Sections 1, 3.2, 3.3, 5 and 6 (each, solely with respect to obligations accrued prior to the effective date of termination or expiration), 8, 10.4 (to the extent Partner sells Services under this Agreement after expiration or termination pursuant to Section 10.4), 11, 12.2, 12.3 and 13, as well as any other sections which, by their nature when taken as a whole, a reasonable person would deem intended to survive, will survive any termination or expiration of this Agreement. Expiration or termination of this Agreement will not affect remedies either Party may have for breach of this Agreement by the other Party prior to such expiration or termination.