Meter Partner Program

“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 Registration Form between Meter and Partner and these Terms.

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

“Hardware” means the hardware devices necessary to perform the Services (including, without limitation, modems, routers, cabling, and switches), as reasonably determined by Meter.

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

“Meter Agreement” a mutually signed subscription agreement for the provision of the Services between Meter and the end customer listed in an Accepted Opportunity.

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

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

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

“Portal” means the online Partner Portal for the Program accessible at partners.meter.com.

“Pricing Sheet” means Partner’s pricing sheet for the Program as then set forth in the Portal.

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

“Registration Form” means the online form to register for the Program that is properly submitted by Partner (available at www.partners.meter.com or mutually signed between Meter and Partner.

“Services” means the Meter “Network as a Service” offering as described in the Portal.

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

“Term” has the meaning set forth in Section 4.

“Terms” means these Partner Program Terms and Conditions, as updated from time to time in accordance with Section 4.

Partner Program. Thank you for participating in the Program! In exchange for certain payments and benefits, Partner may refer Opportunities to Meter as more fully described in these Terms. Partner’s participation in the Program is subject to its continued acceptance and compliance with the Agreement.

Registration Process for Opportunities. To qualify for compensation under this Agreement, Partner must first register all Opportunities via the Opportunity Registration Form. Meter will carefully review all properly submitted Opportunities. Meter may accept or reject any Opportunity in its sole discretion. Meter and Partner may mutually agree to update the terms for an Opportunity prior to Meter’s acceptance of such Opportunity.

Accepted Opportunities (Referral). In the case of an Opportunity for referral accepted by Meter as an Accepted Opportunity, for Partner to qualify for compensation under this Agreement, Meter must enter into a Meter Agreement with the end customer of such Accepted Opportunity within three (3) months after Meter’s acceptance. Any Accepted Opportunity that fails to enter into a Meter Agreement within such period shall be excluded from participation in the Program and Meter shall have no further obligation or liability.

Fees; Payment Schedule. The fees and compensation structure for this Program are set forth in the Pricing Sheet. Unless otherwise mutually agreed upon between the parties in writing (email or via the Portal acceptable), the applicable fees and compensation structure for a Meter Agreement shall be the amounts available in the Pricing Sheet at the time the corresponding Opportunity Registration Form is first submitted. Meter may update the Pricing Sheet at any time and at its sole discretion.

Unpaid Fees. Unpaid and undisputed fees 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. Partner agrees to pay such taxes (excluding US taxes based on Meter's net income) unless Partner has provided Meter with a valid exemption certificate. In the case of any withholding requirements, Partner 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 fifteen (15) days prior to the end of the then-current term.

Termination. Either party may terminate this Agreement for any or no reason upon fifteen (15) 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 and at any time upon thirty (30) days’ notice to Partner (including via email or posting an update in the Portal or the Meter website). Partner may elect out of any updates to the Terms by exercising its right to terminate these Terms for convenience as provided in Section 4.2, but in doing so, Partner may no longer participate in the Program. Notwithstanding anything else, Partner’s continued use of the Portal and participation in the Program will be deemed Partner’s consent to any such updates to the Terms.

Effect of Termination. Upon any expiration or termination of this Agreement, Partner shall immediately cease to represent itself as Meter’s Partner. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, this “Effect of Termination” section, restrictions, accrued rights to payment (except no further payment shall be due if Meter terminates this Agreement for Partner's breach), 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 Partner or any other party relating to the Services or the Software.

Meter Marks. Unless otherwise specified by Meter, Partner 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 Partner’s advertising and promotional materials for such Services, provided that Partner 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 Partner 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.

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.

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. The total liability of meter, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed, the fees paid to meter hereunder in the six (6) month period ending on the date that a claim or demand is first asserted.

All notices under this Agreement will be in writing and (a) for notices to Meter, to 570 York St, San Francisco, CA, 94110 (with a copy to [email protected]), and (b) for notices to Partner, as posted by Meter in the Portal, or to the address or email address set forth in the applicable Registration Form, or in each case, at such other address as may be given in writing by either party to the other in accordance with this sentence, and will be deemed to have been duly given when, in the case of Meter's notice to Partner only, when posted in the Portal; when received if personally delivered; when receipt is electronically confirmed, if transmitted by email; or upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Partner except with Meter’s prior written consent. Meter may freely transfer and assign any of its rights and obligations under this Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Meter in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Meter will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions.