Master Reseller Agreement

This Master Reseller Agreement ("Agreement") is hereby entered into between Meter, Inc., a Delaware corporation with its principal place of business at 2700 18th Street, San Francisco, CA 94110, USA ("Meter") and the partner that accepts these terms as indicated below ("Partner") (each of Meter and Partner, a "Party" and collectively, the "Parties").

By accepting this Agreement, whether by clicking a box indicating its acceptance or navigating through a login page where a link to this Agreement is provided, Partner agrees to be bound by the terms hereof. If you are accepting this Agreement on behalf of Partner, you represent and warrant that you have full legal authority to bind Partner to this Agreement. If Partner and Meter have executed a written agreement governing Partner's right to resell the Services, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the date that Partner accepts the terms of this Agreement as indicated above (the "Effective Date"). Meter reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) thirty (30) days from the date of such update or modification and (ii) Partner's continued participation in Meter's partner program following such update.

The Parties hereby agree as follows:

1. Definitions

"Confidential Information" has the meaning set forth in Section 9.1.

"Disclosing Party" has the meaning set forth in Section 9.1.

"Distributor" means a distributor authorized by Meter to sell Services to Partner for resale to End Customers.

"Distributor Orders" has the meaning set forth in Section 5.4.

"Documentation" means the documentation and specifications regarding the Services available at docs.meter.com.

"End Customer" means Partner's customer and the entity licensed under the Master Services Agreement to use the Services for its own internal purposes and not for resale, lease, loan, or redistribution to, or use on behalf of, other third parties.

"Force Majeure Event" has the meaning set forth in Section 14.6.

"Hardware" means the networking devices provided by Meter in connection with the Products set forth in an Order.

"Initial Term" has the meaning set forth in Section 8.1.

"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks and Marks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

"Marks" means a Party's trade names, trademarks, service marks, symbols, and logos.

"Master Services Agreement" means Meter's Master Services Agreement (available at meter.com/msa) entered into between Meter and the End Customer, governing the End Customer's use of the Services.

"Order" means a written or electronic purchase order Partner submits to Meter for the purchase of Services to be used by an End Customer, in each case specifying at minimum the Services being purchased, the Designated Location(s) (including addresses and square footage information), pricing, and payment terms.

"Partner Code of Conduct" means the Meter Partner Code of Conduct available at meter.com/partners/code-of-conduct, as updated by Meter from time to time.

"Partner Opportunity" means an opportunity for the purchase of Services by an End Customer that is initiated by Partner.

"Partner Portal" means the web portal maintained by Meter that provides various resources to partners, including Product information, corresponding list prices, Partner Opportunity deal registration requirements, and marketing collateral, available at partners.meter.com.

"Products" means Meter's networking offerings, currently consisting of Meter's Network and Cellular product lines, including the associated Hardware, Infrastructure, and software.

"Receiving Party" has the meaning set forth in Section 9.1.

"Registered Opportunity" has the meaning set forth in Section 4.2.

"Renewal Term" has the meaning set forth in Section 8.1.

"Reseller Price List" means Meter's price list for the Services setting forth the various discounts available to Partner. Reseller Price Lists are available at the Partner Portal and may vary by region.

"Service Data" has the meaning set forth in Section 3.7.

"Services" means Meter's networking offerings, including the Products and related services, as described in the Master Services Agreement and as may be set forth in an Order.

"Taxes" means applicable duties, sales tax, value added tax, or any equivalent tax, and any applicable withholding taxes, customs, duties, and other charges and fees related to the sale of the Services.

"Term" has the meaning set forth in Section 8.1.

Capitalized terms used but not defined in this Agreement have the meanings given in the Master Services Agreement. To the extent of any conflict between a defined term in this Agreement and the same defined term in the Master Services Agreement, this Agreement will govern as between Meter and Partner, and the Master Services Agreement will govern as between Meter and the End Customer.

2. Appointment

Subject to Partner's continued compliance with this Agreement, Meter hereby 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 of or in the name of Meter.

3. Partner Obligations

1. Promotion and Marketing. Partner will promote and market the Services, and will: (i) conduct itself in a professional and diligent manner when promoting and marketing the Services; (ii) use only the marketing materials regarding the Services that have been approved in writing by Meter (which may include by email); and (iii) meet reasonable standards set by Meter for promoting, displaying, demonstrating, and explaining the Services to End Customers. Partner will not engage in deceptive, misleading, or unethical practices and will not knowingly solicit orders from any End Customer that engages in such practices. Meter grants Partner a non-exclusive, limited license to use Meter's Marks solely to fulfill Partner's obligations under this Agreement. Each category of use requires Meter's prior written approval, and Partner will use Meter's Marks in accordance with Meter's then-current brand guidelines available at meter.com/brand. No other rights to Meter's Marks are granted, and all use inures to Meter's benefit. Partner will promptly notify Meter of any third-party use of Meter's Marks or any confusingly similar marks. Partner's participation in any Meter partner program promotion is governed by the rules on the Partner Portal.

2. Restrictions. Except as expressly authorized by this Agreement (including Section 2 (Appointment)), Partner will not, and will not permit any third party to: (a) modify, copy, disclose, alter, or create derivative works of any of the Services, Documentation, or Meter's Marks; (b) license, sublicense, resell, distribute, lease, or otherwise dispose of any of the Services, Documentation, or Meter's Marks; (c) use, transfer, transmit, export, or re-export any of the Services or Documentation in violation of any export control or sanctions laws; (d) add the Services to any governmental (federal, state, or local) contract or purchasing consortium without Meter's prior written consent; or (e) engage in, or knowingly permit any End Customer to engage in, any Prohibited Use (as defined in the Master Services Agreement). Partner will also not, and will not permit any third party to: (i) adopt, use, or register any words, phrases, or symbols that are identical or confusingly similar to Meter's Marks; (ii) challenge, or assist any third party in challenging, Meter's Marks or any registration thereof; or (iii) remove, alter, or obscure any proprietary notices or Meter's Marks in or on the Services.

3. Ownership and Reservation of Rights. As between the Parties, Meter owns all right, title, and interest in and to Meter's Marks and all Intellectual Property Rights associated with the Services. Meter reserves all rights not expressly granted to Partner in this Agreement, and no licenses are granted by implication, estoppel, or otherwise. Any reference in this Agreement to the "purchase" or "sale" of the Services means the grant of a license to use the Services on the terms set forth in this Agreement and the Master Services Agreement.

4. 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.

5. Customer Setup. Depending on the Subscription Delivery Tier indicated on the Order (i.e., Pro Subscription or Premium Subscription), Meter or the End Customer will be responsible for installing the applicable Hardware at the End Customer's site, in each case in accordance with the Master Services Agreement.

6. Subcontractors. Partner may engage qualified and reputable subcontractors to perform its obligations under this Agreement, provided that Partner remains fully liable for all acts and omissions of its subcontractors as if performed by Partner.

7. Service Data. Partner acknowledges that, in connection with the provision of the Services, Meter generates and collects data relating to the operation, performance, configuration, and use of the Services and the underlying network (such data, "Service Data", as further described in the Master Services Agreement). As between the Parties and the End Customer, Meter retains all right, title, and interest in and to Service Data, including all intellectual property rights, on the terms set forth in the Master Services Agreement. Partner will not claim any right, title, or interest in or to Service Data, will not represent to any End Customer or third party that Partner has any rights in Service Data, and will not make any representation or commitment to any End Customer regarding the collection, use, retention, disclosure, or ownership of Service Data that is inconsistent with the Master Services Agreement.

8. Compliance with Law and Partner Code of Conduct.

   1. General Legal Compliance. Partner will: (i) comply with all applicable local, state, federal, or international laws, regulations, rules, orders, and other requirements, now or hereafter in effect, of any applicable governmental authority, including any and all laws pertaining to customs, taxes, and contracts, in its performance of this Agreement and its distribution, licensing, and use of the Services and Documentation; (ii) promptly inform Meter of any claim, action, or proceeding, whether threatened or pending, that comes to Partner's attention and involves Meter or the Services; and (iii) immediately notify Meter of any known or suspected breach of the Master Services Agreement or other unauthorized use of the Services by an End Customer.

   2. Anti-Corruption and Anti-Kickback. Partner will comply with all applicable anti-corruption, anti-bribery, and anti-kickback laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and the U.S. Anti-Kickback Act of 1986, in each case as amended. Partner will not, and will not permit any of its directors, officers, employees, agents, contractors, or representatives to, directly or indirectly: (i) offer, promise, give, authorize, accept, or solicit any bribe, kickback, facilitation payment, or anything else of value (including cash, gifts, entertainment, travel, employment offers, or any other benefit) to or from any person, including any government official, political party, candidate for public office, or commercial counterparty, in order to influence any act or decision, obtain or retain business, secure any improper advantage, or otherwise act in violation of any applicable law; (ii) make any facilitation payment, even where local law would permit it; or (iii) take any action that would cause Meter to violate any applicable anti-corruption, anti-bribery, or anti-kickback law. Partner will maintain accurate books, records, and accounts that fairly reflect all transactions related to this Agreement, and will promptly notify Meter in writing of any actual or suspected violation of this Section 3.8(b).

   3. Partner Code of Conduct and Other Policies. Partner will comply with the Partner Code of Conduct and other policies applicable to Meter's channel partners, as published on the Partner Portal and updated by Meter from time to time. Meter may update such policies upon reasonable notice to Partner (which may include notice via posting on the Partner Portal), and Partner's continued participation in Meter's channel program following the effective date of such update constitutes acceptance of the updated policies.

4. Pricing; Registration; Commission

1. Pricing. 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, which may vary based on (i) whether the opportunity is a Partner Opportunity or an opportunity initiated by Meter, (ii) Partner's then-current partner tier or program level (if any), as set forth on the Partner Portal, (iii) whether Partner has opted into any incentive offering or program made available by Meter from time to time, and (iv) such other factors as Meter may determine from time to time. Prices are on a net basis and exclusive of any Taxes or shipping charges, which will be borne by Partner, unless otherwise agreed between the Parties. Partner will not publicly market or advertise the Services at any price below the list prices set forth in the applicable Reseller Price List, except where prohibited by applicable law. Notwithstanding the foregoing, Partner remains free to negotiate and sell the Services to an End Customer at any price agreed between Partner and that End Customer.

2. Deal Registration. Partner may register a Partner Opportunity with Meter by submitting it through the Partner Portal. Meter may approve or reject any registration in its sole discretion and may require an initial qualifying contact with the End Customer before approving. Each approved opportunity (a "Registered Opportunity") entitles Partner to the additional discount available under the Reseller Price List and is subject to the deal registration terms posted on the Partner Portal.

3. Commissions and Incentives. In addition to the discounts described in Section 4.1, Partner may be eligible for, and Meter may pay Partner, additional commissions and incentives in accordance with Meter's then-current commission and incentive program published on the Partner Portal. Meter will pay any such commission or incentive within thirty (30) days following Partner's collection in full of the first invoice from the applicable End Customer for the Order. Meter may offset any commission or incentive owed to Partner against undisputed amounts owed by Partner to Meter.

5. Product Orders; Delivery

1. Order Submission. Partner will submit Orders either to Meter via email to orders@meter.com or to a Distributor (subject to Section 5.4) using the method required by the Distributor. Each Order must include, at a minimum, the information required for Meter to issue its standard order form to the End Customer, including: (i) the End Customer's full legal entity name, registered address, legal notice email, installation contact, and billing contact; (ii) each Designated Location, including address, square footage by Product, and targeted Go-Live Date; (iii) the Product(s) being ordered (Network and/or Cellular), Subscription Delivery Tier (Pro Subscription or Premium Subscription), and Subscription Term; (iv) pricing in accordance with Section 4 and the applicable billing cadence (Annual or Upfront); and (v) the shipping address for the Hardware (if different from the Designated Location) and any requested delivery date. Distributors may have additional requirements.

2. Order Terms. Each Order submitted to Meter will be deemed accepted unless Meter notifies Partner of its rejection within two (2) business days after receipt. Meter may reject any Order that is marked as a draft, pending approval, missing a required signature, or otherwise incomplete. Any terms in an Order that differ from this Agreement or the Master Services Agreement have no force or effect. Partner will include Partner's freight account number on each Order; if Partner does not, then Meter or the Distributor may bill freight on its own account and pass the cost through to Partner.

3. Delivery. Meter will use commercially reasonable efforts to meet any delivery date requested in the Order but is not bound by it. Meter will ship Hardware to the address specified in the Order. If Partner specifies a carrier, Partner must provide an active account number with that carrier; otherwise, Meter will ship under its own account and invoice Partner for the shipping costs. Meter may inform Partner of applicable delivery lead times by email.

4. Distributor Orders. For Orders placed through a Distributor ("Distributor Orders"), Partner pays the Distributor under the Distributor Order, and Meter issues any credits or refunds to the Distributor (not Partner or the End Customer). Meter is not responsible for any failure by a Distributor to make payments to Partner. As between Meter and Partner, this Agreement controls over any Distributor Order, and no additional terms in a Distributor Order will bind Meter. References to "Order" in this Agreement include any applicable Distributor Order.

5. Risk of Loss. Title to all Hardware remains with Meter at all times in accordance with the Master Services Agreement. When Meter ships Hardware directly to an End Customer site, risk of loss passes in accordance with the Master Services Agreement. When Partner takes physical possession of Hardware, Partner bears risk of loss or damage to the Hardware until Partner has completed its delivery and, where applicable, installation at the End Customer site. For international shipments, risk of loss transfers FCA (Incoterms 2020) Meter's shipping point.

6. Order Segregation. Each Order must cover a single End Customer. Partner is solely responsible for (a) accurately identifying, in each Order, the End Customer, the Designated Location(s), and the shipping address for the Hardware; (b) shipping Hardware ordered for each End Customer to the correct address for that End Customer; and (c) where Partner is responsible for installation under the applicable Order, installing (or arranging for installation of) Hardware at the correct address for that End Customer. Failure to comply with this Section 5.6 may result in the End Customer's inability to access or use the Hardware or Services.

7. End Customer Master Services Agreement. The End Customer's use of the Services is governed by the Master Services Agreement (available at meter.com/msa). Meter makes all warranties regarding the Services directly to End Customers via the Master Services Agreement and is not liable for any different or additional warranties or commitments Partner makes to End Customers. Partner will ensure each End Customer is bound by the Master Services Agreement before accessing the Services, by either: (i) procuring the End Customer's signature on a Reseller Order (as defined in the Master Services Agreement) that incorporates the Master Services Agreement by reference; or (ii) another written form of acceptance approved in advance by Meter Legal. Partner will not modify, summarize, or paraphrase the Master Services Agreement when presenting it to End Customers, and will not represent that any of its terms have been modified or waived without Meter's prior written consent. Meter may require evidence of End Customer acceptance upon reasonable request, and Partner's failure to comply with this Section 5.7 is a material breach.

6. Order Invoicing and Payment

For each Order Partner submits directly to Meter (i.e., not through a Distributor under Section 5.4), Meter will invoice Partner for the amounts payable under the Order upon the earlier of (i) the Go-Live Date of the first Designated Location for the applicable End Customer or (ii) thirty (30) days from the date of shipment of the Hardware to the End Customer. Unless otherwise specified in an Order, Partner will pay each undisputed invoice within thirty (30) days of its date, without deduction, setoff, or counterclaim, by wire transfer or other method specified by Meter, at Partner's expense. Meter may charge interest on any overdue amount at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by law. If Partner is more than one hundred twenty (120) days overdue on any invoice, Meter may revoke any discounts or other concessions granted to Partner and accelerate all outstanding amounts.

7. Hardware

1. Hardware Lease; Title. All Hardware is leased to End Customer in accordance with the Master Services Agreement. Meter retains all right, title, and interest in the Hardware at all times. Partner has no leasehold, possessory, or other right or interest in the Hardware other than the limited right to take physical possession of Hardware for the purpose of facilitating delivery to, or installation at, an End Customer's site, in each case in accordance with this Agreement and the applicable Order.

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

3. Disposition of Hardware. Upon expiration or termination of a Subscription (as defined in the Master Services Agreement), an End Customer's vacating of a Designated Location, or termination of this Agreement, Partner will reasonably cooperate with Meter and the applicable End Customer to facilitate the disposition of Hardware in accordance with Section 5.4 (Return of Hardware) of the Master Services Agreement.

4. Hardware Replacements. Meter makes warranties regarding the Hardware directly to End Customers via the Master Services Agreement. Repair and replacement of Hardware will be handled in accordance with Section 5.3 (Hardware Repair & Replacement) of the Master Services Agreement and the Support Terms attached to the Master Services Agreement.

8. Term and Termination

1. Term. This Agreement begins on the Effective Date and continues through December 31 of the calendar year following the Effective Date (the "Initial Term"). The Agreement will then automatically renew for successive one-year periods (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either Party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Initial Term or Renewal Term.

2. Termination. This Agreement may be terminated by written notice: (a) by either Party, for any reason or no reason, upon sixty (60) days' notice; (b) in the event of a material breach of this Agreement by either Party, thirty (30) days after the date of written notice thereof, if such breach has not been cured by the Party causing such breach by the expiration of the 30-day notice period; or (c) immediately by the non-breaching Party in the event of a material breach of this Agreement that cannot be cured.

3. Accrued Obligations. Expiration or termination of this Agreement does not relieve either Party of any obligation that accrued before then, or affect any rights or remedies either Party has for a prior breach.

4. Wind-Down of Registered Opportunities. For thirty (30) days following expiration or termination of this Agreement, Partner may submit Orders for any Registered Opportunity that was registered with Meter before the effective date of expiration or termination, subject to the terms of this Agreement.

5. Customer Continuity Following Termination. Upon expiration or termination of this Agreement, Meter may, in its sole discretion: (a) continue serving each End Customer directly under the Master Services Agreement, including by assuming billing and account management; (b) transition any or all End Customers to another Meter channel partner; or (c) terminate the End Customer's Master Services Agreement in accordance with its terms. Partner will reasonably cooperate with Meter in any such arrangement and will transfer End Customer contact information, account records, and other reasonably required information to Meter within fifteen (15) days following expiration or termination.

6. Survival. Sections 1, 3.2, 3.3, 3.7, 3.8, 5, 6, 7, 8.3, 8.4, 8.5, 9, 11, 12, and 14, 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.

9. Confidentiality

1. Confidential Information. "Confidential Information" means any nonpublic information of a Party (the "Disclosing Party"), whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that the other Party (the "Receiving Party") reasonably should know is confidential or proprietary.

2. Obligations. Except as necessary to exercise its rights or perform its obligations under this Agreement, the Receiving Party will not use or disclose the Disclosing Party's Confidential Information without the Disclosing Party's written consent, and will protect Confidential Information using reasonable care. The Receiving Party will limit access to Confidential Information to its employees and contractors who have a need to know for permitted purposes and who are bound by confidentiality obligations at least as protective as those in this Section 9. Each Party is responsible for breaches of this Section 9 by its employees and contractors. Meter's use of Service Data as expressly permitted under the Master Services Agreement will not be deemed a breach of this Section 9.

3. Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) is lawfully received by the Receiving Party without confidentiality obligations, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party reasonable notice and cooperates to seek confidential treatment.

5. Existence of the Agreement. Each Party may disclose the existence and general nature of this Agreement, but not its specific terms (including pricing), without the other Party's consent, provided that either Party may disclose this Agreement in connection with a legal or regulatory requirement, audit, financing, or due diligence transaction, subject to customary confidentiality obligations.

10. Representations and Warranties

Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, has full corporate power and authority to enter into and perform this Agreement, and its execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action; (b) its execution, delivery, and performance of this Agreement do not and will not conflict with, violate, or result in a breach of any applicable law, any order or judgment binding on it, or any other agreement to which it is a party; (c) to its knowledge, no action, claim, suit, or proceeding is pending or threatened against it that could reasonably be expected to materially adversely affect its ability to perform its obligations under this Agreement; and (d) it is, and will remain during the Term, in compliance in all material respects with all applicable laws and regulations and holds all material governmental and regulatory authorizations necessary to perform its obligations under this Agreement, and neither it nor, to its knowledge, any of its principals or beneficial owners is listed on any applicable sanctions list or debarred, suspended, or excluded from doing business with any governmental authority.

11. Indemnification

1. By Partner. Partner will defend, indemnify, and hold harmless Meter, its affiliates, and their respective officers, directors, employees, and contractors from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in settlement, arising out of: (a) any warranty regarding the Services that Partner makes to an End Customer and that is not authorized in the Master Services Agreement or Documentation; (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; (c) any violation of applicable law by Partner; (d) any breach of this Agreement by Partner; or (e) any fraud, gross negligence, or intentional misconduct by Partner or any of its representatives.

2. By Meter. Meter will defend, indemnify, and hold harmless Partner, its affiliates, and their respective officers, directors, employees, and contractors from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in settlement, arising out of the alleged infringement, violation, or misappropriation of any third-party intellectual property right by the Services sold to Partner under this Agreement. Meter has no obligation under this Section 11.2 for any claim arising out of (a) combination or use of the Services with any product, service, or process not provided by Meter; (b) Meter's compliance with any requirements or specifications provided by Partner or the End Customer; or (c) any modification of a Product made by any person other than Meter.

3. Procedures. The indemnifying Party's obligations under this Section 11 are conditioned on the indemnified Party: (a) providing prompt written notice of the claim, provided that the indemnifying Party will be relieved of its obligations only to the extent it is materially prejudiced by any failure to provide such notice; (b) granting the indemnifying Party sole control over the defense and settlement of the claim; and (c) providing reasonable cooperation in the defense, at the indemnifying Party's expense. The indemnified Party may participate in the defense with its own counsel at its own expense. The indemnified Party will not settle any claim subject to indemnification without the indemnifying Party's prior written consent.

12. Disclaimer of Warranties; Limitation of Liability

1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, METER MAKES NO EXPRESS WARRANTIES AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT, WHICH ARE OTHERWISE PROVIDED "AS IS", OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE.

2. Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, LOST PROFITS, OR OTHER INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

3. Liability Cap. EXCEPT FOR EITHER PARTY'S RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EITHER PARTY'S BREACH OF CONFIDENTIALITY, OR EITHER PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS THAT GIVE RISE TO THE APPLICABLE CLAIM.

13. Insurance

Partner and its subcontractors will maintain the following insurance throughout the Term with insurance carriers that are rated A-VII or better by A.M. Best. The coverages will be primary, without right of contribution from Meter's insurance policies. The following coverage limits do not affect or limit Partner's contractual liability for indemnification or any other liability of Partner under this Agreement.

(a) 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;

(b) Professional errors and omissions insurance of at least $1,000,000;

(c) Auto liability insurance covering all owned, non-owned, and hired vehicles, with coverage limits of not less than $1,000,000 per occurrence for bodily injury and property damage;

(d) Workers' compensation insurance as required by law; and

(e) Umbrella liability insurance on an occurrence form, for limits of not less than $5,000,000 per occurrence.

14. Miscellaneous

1. Counterparts. This Agreement may be executed in one or more counterparts and transmitted by facsimile or electronic copy, and the several executed counterparts will be considered one document with full and binding force and effect.

2. Assignment. This Agreement will be binding upon and inure to the benefit of the respective Parties and their permitted assigns and successors in interest. Neither Party may assign this Agreement without the written consent of the other Party. The merger or sale of all or substantially all of a Party's assets will not be considered an assignment for purposes of this Section 14.2.

3. Severability. If any term or provision of this Agreement is determined to be invalid, void, or unenforceable, the remainder of this Agreement will nonetheless remain in full force and effect.

4. Amendments. Subject to Meter's right to modify or update this Agreement as set forth in the preamble above, this Agreement may only be modified or amended in writing and signed by a representative of each Party authorized to bind such Party.

5. Waiver. All waivers must be in writing and signed by the waiving Party. Neither Party will, by the lapse of time and without giving notice, be deemed to have waived any of its rights under this Agreement. No waiver of a breach of any provision of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

6. Force Majeure. A Party will not be liable for any failure to perform caused by circumstances beyond its reasonable control, including acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties or shortage, or inability to obtain materials, equipment, or transportation (each, a "Force Majeure Event"). If a Force Majeure Event lasts longer than five (5) business days, the Parties will meet to determine if performance under this Agreement can resume as agreed. If the Parties cannot agree, then Meter may terminate the applicable Order(s) or this Agreement.

7. Notices. Any notice required under this Agreement: (a) must be in writing (which may be by electronic mail); (b) must be delivered either by a nationally or internationally recognized overnight delivery service with delivery confirmation and tracking services, or electronically, in the case of Partner, to Partner's main contact email address on file with Meter, and in the case of Meter, to legal@meter.com; (c) must be delivered to the applicable Party at the address on file with Meter, or such other address as a Party may designate by notice in accordance with this provision; and (d) will be deemed given on the date of delivery.

8. Equitable Relief. Partner acknowledges that a breach by it of the terms and conditions of this Agreement may cause irreparable harm to Meter, which may not be compensable by monetary damages. Accordingly, in addition to potential money damages, Partner acknowledges that a breach by it of the terms and conditions of this Agreement will be sufficient grounds for the granting of an injunction against Partner by a court of competent jurisdiction.

9. Governing Law. This Agreement will be construed and enforced under the laws of the State of California, without regard to its conflicts of laws principles. Any action maintained by the Parties hereto will be commenced solely within the state or federal courts located in San Francisco County, California, and any defense of lack of personal jurisdiction, improper venue, or forum non conveniens is hereby waived.

10. Non-application of Vienna Convention. No provision of the United Nations Convention on Contracts for the International Sale of Goods will apply to this Agreement.

11. Entire Agreement. This Agreement is the entire agreement between Partner and Meter and supersedes all prior agreements and understandings concerning its subject matter.

12. Language and Interpretation. This Agreement is executed in English only; any translation is for reference only and without legal effect. The Parties have fully negotiated this Agreement, and it will be interpreted according to the plain meaning of its terms without a presumption that it should be construed for or against either Party. Unless otherwise expressly stated, "including" and "e.g." are not limiting (and will be deemed followed by "without limitation"); "Section" refers to sections of this Agreement; "days" refers to calendar days; "hereof," "herein," and "hereunder" refer to this Agreement as a whole and not to any particular section or provision; and "$" refers to United States Dollars. Section headings are for reference only and do not affect interpretation. Rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available under this Agreement or applicable law.