Meter Reseller Agreement

“Registration Form” means the online form to register for the Program that is properly submitted by Partner (available here or mutually signed between Meter and Partner).

“Program” means the Meter Partner Program as described at partners.meter.com, which is governed by these Terms.

“Reseller” means the entity or person electing to participate in the Program via a Registration Form.

“Accepted Opportunity” means an Opportunity (properly submitted via the Opportunity Registration Form) that is accepted by Meter as indicated via the Portal or otherwise in writing.

“Agreement” means, collectively, the Meter Order and these Terms.

“Meter Order” means the order sheet between Meter and Reseller referencing these Terms.

“Customer” means the end customer listed in a Customer Order.

“Customer Order” means a mutually signed order for the provision of the Services between Reseller and the end Customer, provided such order is consistent with these Terms and incorporates the terms and conditions set forth in the Customer Terms.

“Documentation” means the collection of materials, such as user manuals, installation guides, and technical specifications for the Services, the Software and the Hardware, as made available by Meter to Reseller from time to time.

“Effective Date” means the date the Registration Form is submitted or signed, as applicable.

“Customer Terms” means terms and conditions entered into between a Reseller and Customer, which govern a Customer Order, and are (i) substantially in the form of Meter’s form of main services agreement for the Services set forth on Schedule 1 hereto (“MSA”), or (ii)  are otherwise on such form as agreed to by Meter. In each instance, Customer Terms must include that Meter is a third-party beneficiary of such Customer Terms, with the rights to enforce such Customer Terms as if it were a party to the agreement.

“Hardware” means the hardware devices necessary to perform the Services (including, without limitation, wireless access points, security appliances, switches, power device units, network racks), as reasonably determined by Meter.

“Meter” means Meter, Inc., a Delaware corporation.

“Opportunity” means a potential end customer of the Services, subject to the restrictions set forth in the Meter Order (if any).

“Opportunity Registration Form” means the online form accessible via the Portal to register prospective Opportunities.

“Portal” means the online portal made available to Meter’s resellers, accessible at https://www.partners.meter.com/.

“Price Protection Discount” means pricing for the Services, offered at a discount from the pricing set forth in the Pricing Sheet at the time of a Meter Order being signed, which reflects the lowest price that Meter has offered for the specific Opportunity specified in the applicable Meter Order.  

“PPD Opportunity” means an Accepted Opportunity that Meter has determined is eligible for Price Protection Discount for such specified Accepted Opportunity, as indicated via the Portal or otherwise in writing.

“Pricing Sheet” means Reseller’s pricing sheet as then set forth in the Meter Order.

“Services” means the Meter “Network as a Service” offering as described on the “Network as a Service” product page available through the Meter website https://www.meter.com/products.

“Software” means all software and software-as-a-service that Meter makes available in connection with the Services and the Hardware (including all updates, modifications, improvements, and derivative works thereto).

“Term” has the meaning set forth in Section 5.

“Terms” means these Terms and Conditions, as updated from time to time in accordance with Section 5.

Appointment. Subject to all the terms of this Agreement, Meter hereby appoints Reseller for the Term as a non-exclusive reseller of the Services. Reseller may market and promote the Services to potential Customers within the United States and Canada,, and may distribute the Services only to Customers and only as packaged by Meter (including only the Documentation provided by Meter). Reseller may not appoint sub-resellers.

Registration Process for Opportunities. Reseller must register an Opportunity via the Opportunity Registration Form. Meter will carefully review all properly submitted Opportunities. Meter may accept the Opportunity through the Portal or otherwise in writing, or reject any Opportunity in its sole discretion. Any failure to affirmatively accept the Opportunity will be considered a rejection. Meter and Reseller may mutually agree to update the terms for an Opportunity prior to Meter’s acceptance of such Opportunity.

Accepted Opportunities. In the case of an Opportunity for resale accepted by Meter as an Accepted Opportunity, to qualify for compensation under this Agreement, Reseller must enter into a Customer Order with the proposed Customer of the Accepted Opportunity within ninety (90) days after Meter’s written acceptance of the Accepted Opportunity.  In the case of an Opportunity that has been designated as a PPD Opportunity by Meter, Reseller will be eligible to extend the Price Protection Discount to Customers; provided, however, the Price Protection Discount will apply so long as the  Reseller enters into a Customer Order with the proposed Customer of such PPD Opportunity within ninety (90) days after Meter’s written acceptance of the Accepted Opportunity.  In performing the Services for each valid Customer Order, Reseller shall comply with the reseller terms set forth in Section 3.

Customer Orders. Each Customer Order must include: (i) terms providing for the provision of the Services (including applicable support) as described in the applicable Accepted Opportunity; and (ii) a requirement that Customer agrees to be bound by the Customer Terms at all times during the applicable Customer Order. Any Customer Order that does not comply with the foregoing requirements shall be null and void and Meter shall have no further obligation or liability with respect to such Customer or such Customer Order.

Customer Onboarding. To grant Customers with access to the Services, promptly after Reseller enters into a Customer Order, Reseller shall provide Meter with a copy of the fully executed Customer Order and all other information reasonably requested by Meter to properly setup the Services. Reseller acknowledges and agrees that Meter may contact Customers to facilitate the setup of their Services.

Customer Setup. Unless otherwise agreed upon between the parties in writing or an applicable Meter Order, Meter will have the option (but not the obligation) to install and configure the Services for each Customer Order. If Meter does not exercise its installation option for a Customer Order, and Reseller is permitted to install and configure the Services, Reseller shall install and configure the Services (including, without limitation, the Hardware) in accordance with the Documentation. The “go-live date” for each Customer Order shall be the date that the network is live via the Services (as confirmed by Meter).

Availability and Support. Meter and Reseller’s respective support obligations will be described in the applicable Meter Order. Except as set forth on the Meter Order, Meter will provide tier 1 support directly to Customer, which includes first-line technical support for Customers, receiving questions and issues, identifying problems, answering support inquiries by email and telephone, and resolving any such questions and issues, in accordance with Meter’s then-current support terms as outlined in the MSA. In the event of any refund owed to Customer as a result of Meter’s failure to provide support in accordance with the support terms outlined in the MSA, Meter will, at its election, either (i) pay such amounts to Reseller within thirty (30) days after receipt of an invoice from Reseller; or (ii) deduct such amounts from the next invoice payable by Reseller with respect to such Customer. Subject to these Terms, Meter will provide the Services to each Customer, in accordance with the applicable Meter Order terms and the Documentation. Meter will use commercially reasonable efforts to make the Services available 99.9% of the time, excluding (i) scheduled or emergency maintenance, (ii) downtime outside of Meter’s reasonable control (including ISP and power outages); and (iii) suspension of Services resulting from Reseller’s breach of this Agreement or Customer’s breach of the Customer Terms. Reseller shall provide support to Customers if and as agreed upon in the corresponding Meter Order.

Certification Requirements. Meter may require Reseller to complete certain certification requirements (at its sole expense) prior to providing any installation, configuration or support in connection with the Services.

Subcontractors. Reseller shall not use any subcontractor for the performance of its obligations under this Agreement except as approved by Meter in writing. Reseller shall remain fully liable for all acts and omissions of its subcontractors.

Pricing Sheet. The fees and compensation for the Services as of the Effective Date are set forth in the Pricing Sheet. Meter may update the Pricing Sheet at any time and at its sole discretion upon written notice. Any updates to the Pricing Sheet will apply to new and existing Accepted Opportunities and Meter Orders, and related Customer Orders on a going forward basis, provided, however, with respect to existing Accepted Opportunities and Meter Orders, such update will take effect only on the immediately subsequent date of renewal of the applicable Customer Order. 

Fees; Payment Schedule. For each Customer Order, Meter and Reseller shall pay the fees due to each other, as applicable, as calculated in the Pricing Sheet (or applicable Meter Order) for the corresponding Accepted Opportunity terms. All such fees are due and payable within the period prescribed in the applicable Accepted Opportunity terms.

Unpaid Fees. Undisputed Fees that remain unpaid when due are subject to a charge of three percent (3%) per month, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection (including reasonable attorneys’ fees). Notwithstanding anything else, in addition to any other remedy available, Meter may restrict or suspend access to the Services if payment is not made when due.

Taxes. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Reseller agrees to pay such taxes (excluding US taxes based on Meter's net income) unless Reseller has provided Meter with a valid exemption certificate. In the case of any withholding requirements, Reseller will pay any required withholding itself and will not reduce the amount paid to Meter on account thereof.

Term. Subject to these Terms, the term of the Agreement shall be one (1) year commencing on the Effective Date and shall automatically renew for successive one year (1) periods (collectively, the "Term"), unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Termination. Either party may terminate this Agreement for any or no reason upon thirty (30) days’ notice. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving fifteen (15) days’ notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such period. Either party may terminate this Agreement immediately with notice upon the (i) institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) other party's making an assignment for the benefit of creditors, or (iii) other party's dissolution or ceasing to do business.

Changes. Meter may update these Terms at any time upon forty-five (45) days’ notice to Reseller (including via email). Reseller may elect out of any updates to the Terms by exercising its right to terminate these Terms for convenience as provided in Section 5.2.

Effect of Termination. Subject to Section 5.5, in the event of any termination or expiration of this Agreement, Meter may, at its sole discretion, elect to continue providing the Services directly to any or all Customers, subject to written agreement between Meter and such Customers. Reseller shall reasonably assist to facilitate such transition. Subject to Section 5.5, upon any expiration or termination of this Agreement: (i) Reseller shall immediately cease to represent itself as Meter’s Reseller; and (iii) all licenses granted to Reseller hereunder will also expire or terminate. Upon the expiration and termination of each Customer Order, Reseller shall return, or coordinate the return, of all Hardware as instructed by Meter and in accordance with Section 3.5(ii).

Existing Orders. Notwithstanding the foregoing, if this Agreement terminates pursuant to Meter’s termination for convenience, or expires pursuant to a notice of non-renewal, each Customer Order with a term extending beyond the termination of this Agreement shall continue until the end of the then-current term provided in such Customer Order and shall remain subject to all terms of this Agreement. Notwithstanding anything else, all subsequent renewal terms described in any such Customer Order shall be null and void.

Survival. All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, the “Effect of Termination” section, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information”).

Obligations. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Compelled Disclosure. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

Meter. Except as expressly set forth herein, as between the parties, Meter will retain all rights, title and interest (including all intellectual property) relating to the Service and the Software, including all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Reseller or any other party relating to the Services or the Software. Any Customer data received by the Services shall be governed by the Customer Terms and Meter’s then-current Privacy Policy (available at https://www.meter.com/privacy-policy).

Restrictions. Reseller shall not, and shall ensure Customers do not, copy, modify, adapt, translate, disassemble, reverse engineer (except to the extent such prohibition is not permitted by applicable law), or derive source code from the Software. Reseller shall retain, and ensure all Customers retain, on all copies of the Software all copyright and other proprietary notices or legends included by Meter and/or its licensors. Reseller shall not use the Services or Software for timesharing or service bureau purposes or for any purpose except as expressly permitted by this Agreement and in accordance with the Documentation and all applicable laws and regulations.

Meter Marks. Unless otherwise specified by Meter, Reseller will use Meter’s then-current names, marks, logos, and other identifiers for the Services (“Trademarks”) and Meter designated intellectual property related notices in and for the Services and Reseller’s advertising and promotional materials for such Services, provided that Reseller will: (a) only use Trademarks in the form and manner, and in accordance with the quality standards and usage guidelines that Meter specifically prescribes and only in connection with Services; and (b) upon termination of this Agreement for any reason, immediately cease all use of the Trademarks. None of Reseller or any affiliate will (a) otherwise brand the Services or (b) otherwise use or register (or make any filing with respect to) any trademark, name or other designation relevant to the subject matter of this agreement anywhere in the world, whether during or after the Term (as defined below) or (b) contest anywhere in the world the use by or authorized by Meter of any trademark, name or other designation relevant to the subject matter of this Agreement or any application or registration therefore, whether during or after the Term. All uses of Meter’s Trademarks, and all goodwill associated therewith, will inure solely to the benefit of Meter.

Indemnity for IP Infringement. Meter shall indemnify hold Reseller from all liabilities, damages, costs, settlements (including reasonable attorneys'  fees and expenses) (collectively, “Liabilities”) to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Meter is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and control over defense and settlement. Meter will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Meter, (ii) resulting in whole or in part in accordance from Reseller or Customer specifications, (iii) that are modified after delivery by Meter, (iv) combined with other products, hardware, software, processes or materials where the alleged infringement relates to such combination, (v) where Reseller or Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Reseller or Customer’s use of is not strictly in accordance with this Agreement or the Documentation. Reseller will indemnify Meter from all Liabilities resulting from any claim of infringement or misappropriation excluded from Meter’s indemnity obligations by the preceding sentence.

Reseller shall maintain, and shall cause its affiliates and licensees to maintain, complete and accurate records relating to the rights and obligations under this Agreement and any amounts payable to Meter under this Agreement, which records shall contain sufficient information to permit Meter to confirm the accuracy of any reports delivered to Meter and compliance in other respects with this Agreement. Such records shall be retained for at least three (3) years following the end of the calendar year to which they pertain, during which time Meter, or Meter’s appointed agents, shall have the right, at Meter’s expense, to inspect such records during normal business hours to verify any reports and payments made or compliance in other respects under this Agreement. If any audit reveals an underpayment in excess of two percent (2%) for such audited period, Reseller shall reimburse Meter the reasonable cost of such audit and shall remit any amounts due to Meter (together with any interest calculated from the date such payments were due) within thirty (30) days after notice from Meter.

EXCEPT FOR ANY WARRANTIES PROVIDED UNDER THIS AGREEMENT, THE SERVICES AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE HARDWARE) ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. METER (AND ITS AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM: (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6, (C) MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (D) A PARTY’S INDEMNIFICATION OBLIGATIONS, (I) IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; AND (II) THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, THE FEES PAID TO METER HEREUNDER IN THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.