This Master Services Agreement (the "MSA") is entered into by and between Meter, Inc., a Delaware corporation ("Meter"), and the customer identified in one or more ordering documents that reference this MSA (each, an "Order," and such customer, "Customer"). This MSA consists of (i) the general terms and conditions set forth below (the "Terms and Conditions"), (ii) the Product-Specific Terms, (iii) the Platform Service Level Agreement, (iv) the Cellular Service Level Agreement, and (v) the Support Terms. This MSA, together with each Order, constitutes the entire agreement between Meter and Customer with respect to the Services (collectively, the "Agreement"). In the event of a conflict between this MSA and an Order, the Order will control solely with respect to the subject matter of such conflict. The "Effective Date" of the Agreement is the effective date of the first Order.
Meter and Customer hereby agree to the following:
Terms & Conditions
1. Definitions
The definitions of certain capitalized terms used in these Terms & Conditions (and used throughout the Agreement) are set forth below.
"Cellular Service Level Agreement" means the service level agreement governing the Cellular Product, available here.
"Confidential Information" has the meaning set forth in Section 8.1.
"Commencement Date" has the meaning set forth on the Order.
"Credit-Based Adjustment" has the meaning set forth in Section 6.2.
"Designated Location" means each physical location identified in an Order at which Meter provides the Services.
"Disclosing Party" has the meaning set forth in Section 8.1.
"Documentation" means the documentation and specifications regarding the Services available at docs.meter.com.
"Excluded Claims" means any claim arising out of Meter's breach of Section 9 (Privacy and Security).
"Feedback" has the meaning set forth in Section 10.2.
"Fees" means amounts payable to Meter under an Order. Fees include any pass-through costs permitted under the applicable Order, including ISP fees associated with Customer's circuits.
"Go-Live Date" means, with respect to a Designated Location: (a) if Customer purchases a Premium Subscription under the applicable Order (as further described in Section 5.2), the date on which Meter notifies Customer that the Services are available for use at such Designated Location; or (b) if Customer purchases a Pro Subscription under the applicable Order (as further described in Section 5.2), the earlier of (i) the date installation of the applicable Hardware and Infrastructure at such Designated Location is completed, or (ii) thirty (30) days following shipment to Customer of the Hardware for such Designated Location.
"Hardware" means the networking equipment provided by Meter in connection with the Products set forth in an Order (if any).
"Infrastructure" means the physical network components installed by Meter at a Designated Location, including cabling, fiber, conduits, patch panels, racks, and related components, but excluding Hardware.
"Meter Improvements" has the meaning set forth in Section 10.2.
"Meter IP" has the meaning set forth in Section 10.1.
"Order" means (a) a written order form entered into by Meter and Customer, or (b) a purchase order submitted to Meter by an authorized reseller or distributor on Customer's behalf, in each case specifying at minimum the Designated Location(s), pricing, and payment terms. Each Order, once executed by the applicable parties or accepted by Meter, is incorporated into the Agreement.
"Platform" means Meter's cloud-based network-management software-as-a-service used by Customer to configure and manage certain Products, including the Network Product.
"Platform Service Level Agreement" means the service level agreement governing the Platform, available here.
"Premium Subscription" has the meaning set forth in Section 5.2.
"Pro Subscription" has the meaning set forth in Section 5.2.
"Products" means Meter's networking product offerings, including the "Network," "Cellular," and "Connect" product offerings and all correspondingly required Hardware and Infrastructure.
"Product-Specific Terms" means the terms specific to a particular Meter Product, available here.
"Prohibited Use" has the meaning set forth in Section 2.3.
"Receiving Party" has the meaning set forth in Section 8.1.
"Reseller" has the meaning set forth in Section 6.4.
"Reseller Order" has the meaning set forth in Section 6.4.
"Services" means the Platform, Products, Support, and any related services provided by Meter under the MSA or an Order, including installation, configuration, and maintenance as well as any updates, upgrades, and modifications thereto.
"Service Data" has the meaning set forth in Section 10.3.
"Subscription" has the meaning set forth in Section 2.2.
"Subscription Term" means the period during which Meter provides the Services at the Designated Locations for Customer, as specified in the applicable Order.
"Support" means the technical support services provided by Meter as set forth in the Support Terms.
"Term" has the meaning set forth in Section 7.1.
"Term Credit" has the meaning set forth in Section 6.2.
"Time-Based Credit" has the meaning set forth in Section 6.2.
"Uncapped Claims" means (a) a party's breach of its confidentiality obligations under Section 8; (b) a party's indemnification obligations under Section 12; or (c) any liability that cannot be limited under applicable law, including liability arising from gross negligence, recklessness, or willful misconduct.
"Users" has the meaning set forth in Section 2.2.
2. Subscription and Restrictions
2.1Product-Specific Terms. All Products are subject to Product-Specific Terms, except that the
Product-Specific Terms for the Network Product are set forth in these Terms and Conditions.
2.2Subscription. During the Subscription Term, and in accordance with the Agreement and the Documentation: (a) Customer may access and use the Services at the Designated Locations specified in the applicable Order (the "Subscription"); and (b) to the extent Customer subscribes to the Network Product, Meter hereby grants to Customer, including its authorized users ("Users"), a limited, nonexclusive, nontransferable right and license to access and use the Platform solely for Customer's internal business purposes.
2.3Restrictions. Customer will not, and will not permit any third party to, directly or indirectly: (a) use the Services to develop, offer, or support any product or service competitive with the Services; (b) access or attempt to access the Services except as expressly permitted under this MSA, including by reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying structure, ideas, or algorithms of the Services; (c) sublicense, distribute, transfer, lease, lend, resell, or otherwise make the Services available to any third party, including on a time-sharing or service bureau basis; (d) copy, modify, adapt, translate, create derivative works of, or otherwise alter the Services; (e) use the Services in violation of applicable laws or regulations, including export control and sanctions laws; (f) publish or disclose any benchmark or performance information relating to the Services without Meter's prior written consent, other than for internal evaluation purposes; (g) attempt to gain unauthorized access to the Services or related systems, including through penetration testing or similar security testing, without Meter's prior written consent; or (h) remove, obscure, or alter any proprietary notices or legends included in the Services. Each of the foregoing constitutes a "Prohibited Use."
3. Meter Responsibilities
3.1General. Meter will provide the Services to Customer in accordance with the Agreement and the Documentation.
3.2Service Level Agreement. The terms available
here set forth the service level agreement that Meter commits to with respect to the Platform, and the
Cellular Service Level Agreement sets forth the service level agreement that Meter commits to with respect to its Cellular Product.
3.3Support & Maintenance. During a Subscription Term, Meter will: (a) provide Customer with ongoing technical support for the Services and will work with Customer to diagnose issues and restore service functionality, including by providing fixes, patches, updates, or reasonable workarounds for reproducible issues that materially affect the Services in accordance with the Support Terms; and (b) maintain the Services and may implement updates, upgrades, and bug fixes as necessary to meet its obligations under the Agreement or to improve the Services.
4. Customer Responsibilities
4.1Platform Account. Customer is responsible for its Users' access to and use of the Services, including the Platform, and for anything done through Customer's or its Users' accounts. Each User must have their own unique login. Customer must keep all account details, including usernames and passwords, confidential. Customer must promptly notify Meter of any unauthorized access or suspected security breach.
4.2Supporting Documentation. Customer will provide Meter with accurate and complete documentation regarding the floorplans and layouts of each Designated Location so that Meter can verify the information set forth in an Order.
4.3Access and Assistance. Customer will maintain all rights, consents, and authorizations required for Meter and its personnel to access the Designated Locations as reasonably necessary to install, maintain, and support the Services. Customer will provide (or cause applicable third parties to provide) reasonable cooperation and access, including any nonexclusive license or other legally sufficient right of entry needed for such purposes. Meter will not be responsible for any failure or delay to the extent caused by Customer's failure to provide or maintain the foregoing.
4.4Approved Components. Customer will not install, use, or permit the use of any third-party software on the Hardware, or any third-party hardware with the Platform, without Meter's prior written consent, except for end-user devices that connect to the Platform in the ordinary course of Customer's use of the Services.
5. Hardware & Installation
To the extent Customer purchases Services that require the deployment of Infrastructure or Hardware (including the Network and Cellular Products), this Section 5 will apply:
5.1Hardware Lease; Possession and Use. Meter will provide to Customer the Hardware that Meter determines is necessary to provide the Services. All Hardware is leased to Customer under the Agreement. Meter retains all right, title, and interest in the Hardware at all times. Customer will have possession of the Hardware and bears all risk of loss while the Hardware is in Customer's care, custody, or control. Customer will not, without Meter's prior written consent, sell, sublease, transfer, encumber, or otherwise dispose of or relinquish possession of any Hardware, or create, incur, or permit any lien, security interest, or other encumbrance on the Hardware. Customer may use the Hardware only at the applicable Designated Location(s) and only in connection with the Services and the Agreement.
5.2Installation and Configuration. Installation and configuration responsibilities depend on the Subscription delivery tier specified in the applicable Order. If Customer purchases a "Pro Subscription," Meter's installation and configuration responsibilities are limited to shipment of the Hardware to the applicable Designated Location, and Customer is responsible for all installation and configuration following delivery. If Customer purchases a "Premium Subscription," Meter will perform installation of the Hardware and configuration of the Services. As part of this process, Meter will provide Customer with an installation plan and will communicate the respective responsibilities of the parties following Meter's review of the supporting documentation described in Section 4.2. Unless otherwise specified in an Order, for Premium Subscriptions Meter will install the low-voltage cabling required to deliver the Services at each Designated Location at no additional charge and in compliance with applicable law and industry best practices. Any other cabling, construction, or related work is out of scope and will be performed only with Customer's prior written approval and agreement on applicable fees and costs.
5.3Hardware Repair & Replacement. Customer will maintain the Hardware in good operating condition, ordinary wear and tear excepted. If defective Hardware prevents Customer from accessing the Services, Customer will promptly notify Meter, and Meter will repair or replace the Hardware in accordance with the
Support Terms within a commercially reasonable timeframe. Meter will repair or replace Hardware at no cost to Customer if Customer has complied with this Section 5.3; otherwise, Customer will reimburse Meter for reasonable repair or replacement costs. Customer will not permit any third party to service or repair the Hardware without Meter's prior written consent. Customer is responsible for any loss or damage to Hardware resulting from unauthorized downloads, vandalism, abuse, neglect, Prohibited Uses, or actions of Customer or any third party granted access by Customer.
5.4Return of Hardware. Upon expiration or termination of a Subscription, or if Customer vacates any Designated Location, Customer will, as directed by Meter: (a) reasonably cooperate with Meter and any applicable landlord to keep the applicable Hardware and Infrastructure in place and make them available for future tenants of the Designated Location; (b) return the applicable Hardware and Infrastructure to Meter, at Customer's cost and expense, and in accordance with Meter's return instructions; (c) reasonably cooperate with Meter and any applicable landlord to provide Meter with access to remove the applicable Hardware and Infrastructure; or (d) reasonably cooperate with Meter to remove and e-recycle the applicable Hardware and Infrastructure.
6. Billing; Payment
6.1Billing. Unless otherwise specified in an Order: (a) Fees for a Designated Location commence on the Go-Live Date for that Designated Location; (b) Services are provided to each Designated Location for the Subscription Term specified in the applicable Order; and (c) Meter will invoice Customer in advance for the Services provided at each Designated Location beginning on its Go-Live Date and for the duration specified in the applicable Order.
6.2Term Credits. To the extent an Order specifies that Meter invoices Customer in advance for Fees for all Designated Locations on annual basis or all-in upfront, because installation and Go-Live Dates for Designated Locations will occur on a rolling basis, to account for the time between the Commencement Date and the Go-Live Date of each Designated Location, Meter will provide Customer with a one-time credit after all Designated Locations have achieved their Go-Live Date, as described further in this Section 6.2. (the "Term Credit"). Meter will either provide Customer with a "Time-Based Credit" or a "Credit-Based Adjustment" as specified in an Order. With respect to Time-Based Credit, Meter will extend the Subscription Term for all Designated Locations by a number of days equal to (a) the total number of days between the Commencement Date and the Go-Live Date for each Designated Location, divided by (b) the total number of Designated Locations. With respect to a Credit-Based Adjustment, Meter will provide Customer with a one-time financial credit applicable to Customer's renewal or next purchase in an amount equal to (i) the total number of days between the Commencement Date and the Go-Live Date for each Designated Location, divided by (ii) the total number of Designated Locations, multiplied by (iii) the per sq ft. fee set forth in the Order. By way of example: If there are three (3) Designated Locations and the number of days between the Commencement Date and the applicable Go-Live Date is ten (10) days for the first Designated Location, twenty (20) days for the second Designated Location, and thirty (30) days for the third Designated Location, then the total is sixty (60) days and the average is twenty (20) days (i.e., 60 ÷ 3). For a Time-Based Credit, Meter would extend the Subscription Term for all Designated Locations by twenty (20) days. For a Credit-Based Adjustment, if the Price set forth above is $120,000 per year, Meter would issue a one-time Term Credit equal to the pro-rated value of twenty (20) days of such Price (i.e., 20/365 × $120,000 = $6,575.34), applicable to Customer's renewal or next purchase.
6.3Payment. Unless otherwise specified in an Order, Customer will pay all Fees payable under the applicable Order within thirty (30) days after the date of Meter's invoice. All Fees are payable in United States dollars and will be paid to the account designated by Meter.
6.4Reseller Orders. If Customer purchases the Services through an authorized reseller or other channel partner of Meter (a "Reseller"), then, as between Meter and Customer: (a) invoicing, payment of fees, and payment of applicable taxes will be governed solely by the ordering document between Customer and the Reseller (a "Reseller Order"), and Customer will pay all amounts due directly to the Reseller; (b) any credits or refunds owed by Meter in connection with the Services will be issued to the Reseller, and not directly to Customer; (c) Meter will have no responsibility or liability for any failure by the Reseller to remit payments, credits, or refunds to Customer; (d) no terms or conditions set forth in any Reseller Order will be binding on Meter; and (e) the Agreement will govern the relationship between Meter and Customer, and will prevail in the event of any conflict between the Agreement and a Reseller Order.
6.5Taxes. All payments required by the Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including, sales taxes, use taxes and value added taxes), and Customer will bear and be responsible for the payment of all such charges, excluding taxes based upon Meter's income. If any deduction or withholding is required by law, Customer agrees to gross up the payment to ensure that Meter receives the full amount it would have received had no deduction or withholding been required. If Customer claims exemption from any tax, then it will furnish Meter with a valid tax exemption certificate issued by or acceptable to the applicable taxing jurisdiction or entity.
6.6Overdue Charges. If Meter does not receive payment of any undisputed invoiced amount in accordance with Section 6.3, then (a) the unpaid amount may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), and (b) Meter may require payment for prior Subscriptions before providing future Subscriptions and may require shorter payment terms than those in the applicable Order.
7. Term and Termination
7.1Term. The Agreement will commence on the Effective Date and will remain in effect until the expiration or termination of all Subscription Terms (the "Term").
7.2Termination for Material Breach. Either party may terminate the Agreement or any Subscription upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of notice from the non-breaching party. Notwithstanding, if Meter reasonably believes that Customer has engaged in a Prohibited Use, then Meter may immediately (and without a cure period) terminate the Agreement or any Subscription upon written notice to Customer.
7.3Termination for Bankruptcy. Either party may terminate the Agreement upon written notice to the other party if the other party (a) becomes the subject of a petition in bankruptcy or insolvency that is not dismissed within sixty (60) days, (b) makes an assignment for the benefit of creditors, or (c) has a receiver appointed for all or substantially all of its assets.
7.4Effects of Termination. Upon termination of the Agreement, Customer will immediately cease all use of the Services. Within ten (10) days after expiration or termination, Customer will assist Meter, as directed by Meter, in handling or managing the Hardware and Infrastructure in accordance with Section 5.4.
7.5Survival. All payment obligations and the following sections of these Terms and Conditions will survive any expiration or termination of the Agreement: 1, 2.3, 5.2, 5.3, 6, 7.5, 8, 10-13, 15.
8. Confidentiality
8.1Confidential 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 receiving party (the "Receiving Party") reasonably should know is confidential or proprietary.
8.2Obligations. Except as necessary to perform its obligations or exercise its rights under the 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 such Confidential Information using reasonable care. The Receiving Party will ensure that access to Confidential Information is limited to its employees and contractors with a need to know for permitted purposes and who are bound by confidentiality obligations at least as protective as those set forth herein. Each party is responsible for breaches of this Section 8.2 by its employees and contractors. Notwithstanding the foregoing, Meter's use of Service Data as expressly permitted under the Agreement will not be deemed a breach of this Section 8.2.
8.3Exclusions. 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.
8.4Compelled Disclosure. A 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.
8.5Existence of the Agreement. Each party may disclose the existence and general nature of the Agreement, but not its specific terms (including pricing), without the other party's consent; provided that either party may disclose the Agreement in connection with a legal or regulatory requirement, audit, financing, or due diligence transaction, subject to customary confidentiality obligations.
9. Privacy and Security
Meter will maintain administrative, technical, and physical safeguards designed to protect the Services and Confidential Information against unauthorized access, use, disclosure, alteration, and destruction. Meter will implement and maintain an information security program consistent with applicable law and generally accepted industry standards for similarly situated service providers. During the Term, Meter will maintain SOC 2 Type II compliance or a substantially equivalent security assurance framework and will undergo regular independent audits of its information security controls. Meter may update its security measures from time to time, provided that such updates do not materially reduce the overall level of protection for the Services. For additional information regarding Meter's security practices, see Meter's trust page at meter.com/trust.
10. Intellectual Property & Service Data
10.1Ownership of Meter IP. As between the parties, Meter owns and retains all right, title, and interest in and to (a) the Hardware, Products, Platform, Documentation, and all Meter standards, specifications, designs, methods, workflows, software, tools, APIs, templates, and processes; (b) any technology or materials provided to Customer; and (c) all associated intellectual property rights ("Meter IP"). Except for the limited right to use Meter IP solely to receive the Services, no rights or licenses are granted to Customer herein. Customer will not modify, reverse engineer, copy, or create derivative works of any Meter IP.
10.2Improvements, Work Product & Feedback. Meter will own all right, title, and interest in and to any improvements, enhancements, modifications, or derivative works of the Meter IP ("Meter Improvements"). Meter will also own all right, title, and interest in any suggestions, recommendations, process improvements, or other feedback provided by Customer related to the Meter IP or the Services ("Feedback"). To the extent Customer acquires any right, title, or interest in any Meter Improvements or Feedback, Customer hereby irrevocably assigns and agrees to assign all such right, title, and interest to Meter, including all associated intellectual property rights.
10.3Service Data. In connection with the provision of the Services and the operation of the Hardware, Meter generates and collects data relating to the operation, performance, configuration, and use of the Services and the underlying network, including network topology and configuration data, device and software information, provisioning and deployment metadata, logs, metrics, telemetry, usage and capacity data, performance and availability measurements, error, fault, and diagnostic data, security and reliability signals, and other similar technical and operational information (collectively, "Service Data"). Meter may use Service Data to provide, operate, support, maintain, and improve the Services and to develop new or enhanced products and services. Meter retains all right, title, and interest, including all intellectual property rights, in and to the Services, the Service Data, and any aggregated, anonymized, or derived data or insights. Notwithstanding, Meter will not disclose Service Data or any data or insights derived from Service Data to any third party in a manner that identifies Customer or any individual.
11. Warranties and Disclaimers
11.1Mutual. Each party represents and warrants that: (a) it has all requisite power and authority to execute and deliver the Agreement and to carry out the provisions of the Agreement; (b) its execution, delivery, and performance of the Agreement does not and will not conflict with, violate, or result in any breach of any applicable law or regulation or any agreement or obligation by which it is bound, and, in the case of Customer, Customer has and will maintain all rights, consents, permits, and authorizations necessary to permit Meter to access each Designated Location and install, maintain, and remove the Hardware and Infrastructure in connection with the Services; and (c) to the knowledge of such party, no action, claim, suit or proceeding is pending or threatened against such party before any court, government authority or arbitrator of competent jurisdiction that could reasonably be expected to materially adversely affect the financial condition or operations of such party or the ability of the parties to perform their obligations under the Agreement.
11.2Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND. METER DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. METER WILL NOT BE LIABLE FOR ANY DELAY, DEGRADATION, OR FAILURE OF THE SERVICES TO THE EXTENT RESULTING FROM OR RELATING TO: (A) UNANTICIPATED AND UNUSUALLY HIGH USAGE VOLUMES; (B) FAILURES OF THIRD-PARTY SERVICES, INCLUDING THIRD-PARTY TELECOMMUNICATIONS SERVICES, NETWORKS, OR SYSTEMS; (C) FORCE MAJEURE OR OTHER CAUSES BEYOND METER'S REASONABLE CONTROL; OR (D) CUSTOMER'S BREACH OF THE AGREEMENT OR CUSTOMER'S NEGLIGENT ACTS OR OMISSIONS.
12. Indemnification
12.1By Meter. Meter will indemnify, defend, and hold harmless Customer and its directors, officers, and employees from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded against Customer to such third party, by a court of competent jurisdiction or agreed to in settlement, related to (a) any allegation that the Services or the Platform infringe, misappropriate, or otherwise violate any third-party intellectual property rights; or (b) bodily injury (including death) or damage to real or tangible personal property to the extent caused by the gross negligence or willful misconduct of Meter or its subcontractors in connection with the installation, repair, or replacement of the Hardware.
12.2Exclusions. Meter will have no liability or obligation under Section 12.1 for any claim to the extent arising from: (a) Customer's use of the Services or Platform other than in strict accordance with this Agreement, including use in any application, environment, platform, or device for which the Services or Platform were not designed or contemplated; (b) use of the Services or Platform in combination with any third-party technology, products, or services to the extent such claim results from Customer's acts or omissions; or (c) any modification, alteration, enhancement, or combination of the Services or Platform not authorized by or performed by Meter and to the extent caused by Customer or any third party acting on Customer's behalf.
12.3Infringement Remedies. If the Services or Platform become, or in Meter's reasonable opinion are likely to become, the subject of a claim or injunction alleging infringement, misappropriation, or violation of a third party's intellectual property rights, then Meter may, at its option and expense: (a) procure the right for Customer to continue using the Services or Platform; (b) replace or modify the Services or Platform so that they become non-infringing without materially diminishing their principal functionality; or (c) if neither (a) nor (b) is reasonably available, terminate the Agreement upon written notice to Customer and refund any prepaid Fees on a prorated basis for the remainder of the applicable prepaid period. This Section 12.3 states Meter's entire liability, and Customer's exclusive remedy, with respect to any claim of infringement, misappropriation, or other violation of intellectual property rights by the Services or Platform.
12.4By Customer. Customer will indemnify, defend, and hold harmless Meter and its directors, officers, and employees 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 to in settlement, arising out of or related to: (a) any Prohibited Use of the Services by Customer, any User, or any unauthorized third party to the extent resulting from Customer's acts or omissions; (b) Customer's use of the Services other than in accordance with this Agreement or the Documentation; or (c) bodily injury (including death) or damage to real or tangible personal property to the extent caused by the gross negligence or willful misconduct of Customer or its contractors in connection with the installation, repair, or replacement of the Hardware.
12.5Procedures. The indemnifying party's obligations under this Section 12 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) providing reasonable information and cooperation in connection with the defense of the claim; and (c) granting the indemnifying party sole control over the defense and settlement of the claim. The indemnified party may participate in the defense at its own expense. The indemnifying party will not settle any claim (other than a settlement involving only the payment of money for which it is responsible) in a manner that adversely affects the indemnified party's rights or interests without the indemnified party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
13. Limitation of Liability
13.1Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM OR WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COSTS OF DELAY, FAILURE OR DEGRADATION OF CONNECTIVITY OR INTERNET ACCESS, LOSS OF USE, OR COSTS ASSOCIATED WITH LOST, CORRUPTED, OR DAMAGED DATA OR DOCUMENTATION.
13.2Liability Cap. EXCEPT FOR EXCLUDED CLAIMS AND UNCAPPED CLAIMS, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THE AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. METER'S AGGREGATE LIABILITY FOR ALL EXCLUDED CLAIMS WILL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY; AND A PARTY'S AGGREGATE LIABILITY FOR ALL UNCAPPED CLAIMS WILL NOT BE CAPPED.
14. Insurance
14.1Coverage. During the Term, Meter will maintain the following insurance coverage, each with insurers rated A-VII or better by A.M. Best:
(a)Commercial General Liability insurance on an occurrence basis, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, death, property damage, and personal injury;
(b)Workers' Compensation insurance as required by applicable law;
(c)Technology Errors and Omissions and Cyber Liability insurance, on an occurrence or claims-made basis, with limits of not less than $2,000,000 in the aggregate, covering financial loss arising from acts, errors, or omissions in the provision of the Services, including data damage, destruction, or corruption, unauthorized access or use, malware or virus transmission, denial-of-service attacks, and violations of privacy resulting from network security failures; and
(d)Umbrella Liability insurance on an occurrence basis, with limits of not less than $10,000,000 per occurrence and in the aggregate.
14.2Additional Insurance Terms. All insurance maintained by Meter will be primary and non-contributory with respect to any insurance maintained by Customer. The coverage limits set forth in this Section 14 will not limit or affect Meter's indemnification obligations or any other liability under the Agreement.
15. General Provisions
15.1Compliance with Laws. Each party will comply with all applicable laws and regulations in connection with its performance under the Agreement.
15.2Publicity & Use of Name. Each party grants the other a non-exclusive, royalty-free, worldwide license during the Term to use its name, logos, and trademarks solely to identify and promote the parties' relationship including in customer/vendor lists, press releases, marketing, and other promotional materials, provided that such use complies with the owning party's then-current brand guidelines (to the extent provided). Upon a party's reasonable written request, the other party will provide copies of such materials and will discontinue use of the owning party's name and logos and remove them from future versions of such materials.
15.3Entire Agreement. The Agreement, inclusive of all Orders, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous negotiations, understandings, and agreements relating to its subject matter. Any additional, different, or conflicting terms in any purchase order, confirmation, or similar document provided by Customer will be null and void and will not modify the Agreement, even if such document is accepted or signed by Meter. Meter may update these Terms and Conditions, the Product-Specific Terms, the Platform Service Level Agreement, the Cellular Service Level Agreement, or the Support Terms from time to time by posting the updated terms on its website or within the Services. If Meter makes a material change to such terms, then Meter will provide reasonable notice to Customer (e.g., by email or in-product notice). Changes become effective on the date specified in the notice (or, if no date is specified, upon posting). Customer's continued use of the Services after the effective date constitutes acceptance of the updated terms.
15.4Electronic Acceptance. Customer agrees that its acceptance of this Agreement through an online click-through or electronic acceptance process or by incorporation into the Order constitutes a legally binding agreement, enforceable against Customer in accordance with its terms.
15.5Assignment. The Agreement, and the rights and obligations under it, may not be assigned by either party, in whole or in part, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign the Agreement, without consent, to a successor in connection with the sale of all or substantially all of its business or assets to which the Agreement relates, whether by merger, consolidation, reorganization, change of control, sale of equity or assets, or otherwise. The Agreement will be binding upon and inure to the benefit of the parties and their respective successors, representatives, and permitted assigns.
15.6Subcontracting. Each party may subcontract the performance of its obligations under the Agreement, provided that such subcontracting is consistent with generally accepted industry standards and does not materially diminish the quality of performance. In the case of Meter, Meter may expressly use subcontractors to perform on-site installation and support-related Services at Designated Locations. Meter will remain responsible for the performance of any subcontracted Services and for the acts and omissions of its subcontractors as if performed by Meter. Meter will direct and coordinate its subcontractors, and Customer will have no obligation to pay any subcontractor.
15.7Waiver. Except as expressly provided herein, no waiver or consent of the Agreement is effective unless in writing and signed by the party against whom it is enforced. A failure to enforce any right is not a waiver, and the exercise of any right or remedy does not waive any other right or remedy.
15.8Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
15.9Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.
15.10Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of state and federal courts located in San Francisco County, California. Each party waives any objection to venue or forum non conveniens and knowingly waives any right to a jury trial to the extent permitted by law.
15.11Equitable Remedies. A party may seek temporary or permanent injunctive or equitable relief from any court of competent jurisdiction without posting bond and without waiving any other rights or remedies.
15.12No Third-Party Beneficiaries. Nothing expressed or implied in the Agreement is intended to confer, nor will confer, upon any person or entity other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
15.13Notices. Notices must be in writing and will be deemed given when (a) delivered by hand; (b) sent by email without bounce back; (c) deposited with a recognized overnight courier; or (d) received, if mailed certified return-receipt. Notices must be sent to the addresses set forth in the applicable Order.
15.14Language; Interpretation; Etc. The Agreement is executed in English only. Any translation of the Agreement into another language will be for reference only and without legal effect. The parties have fully negotiated the 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 exclusive or limiting (and will be deemed followed by "without limitation"); "Section" refers to sections of the Agreement; unless otherwise specified, "days" refers to calendar days, including Saturdays, Sundays and holidays; dollar amounts and the symbol "$" refer to United States Dollars; "hereof," "herein" and "hereunder" and words of like import refer to the Agreement as a whole and not to any particular section or provision of the Agreement; words used in the Agreement in the singular number will extend to and include the plural, and words in the plural number will extend to and include the singular; and words in any gender (including the neuter) will extend to and include all genders (including the neuter). Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in the Agreement are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under the Agreement or under applicable law.
Product Specific Terms
These Product-Specific Terms are incorporated into and form part of the Agreement between Meter and Customer and apply to one or more of the Products purchased under an Order. A Product's terms apply only if Customer has purchased or subscribed to that Product under an Order. Capitalized terms not defined in these Product-Specific Terms have the meanings given in the Terms and Conditions. In the event of a conflict between the Terms and Conditions and these Product-Specific Terms, these Product-Specific Terms will govern.
I. Cellular Product Terms
The following terms and conditions govern Meter's Cellular Product, including Customer's use of the Extension Services at Designated Locations (the "Cellular Product Terms").
1. Definitions
1.1"Cellular Hardware" means the equipment, cabling, wiring conduits, connections, and other materials necessary to provide Extension Services at the Designated Locations.
1.2"Cellular SLA" means the service level agreement that governs the availability of the
Extension Services.
1.3"Decision" has the meaning set forth in Section 5.1 of these Cellular Product Terms.
1.4"Extension Services" means Meter's cellular extension service that provides cellular coverage at a Designated Location by enabling connectivity to one or more cellular carriers, as set forth in the applicable Order.
1.5"Extension Services Commencement Date" means, for each Designated Location set forth in an Order, the date on which the Extension Services have been activated and are available for access to and use by Customer, as confirmed by Meter.
2. Extension Services
2.1Provision of Extension Services. Meter will provide the Extension Services in accordance with the Terms and Conditions, these Cellular Product Terms, and the Cellular SLA.
2.2Support for Extension Services. Meter will serve as Customer's initial point of contact for issues relating to the Extension Services and will use commercially reasonable efforts to support and resolve issues that Meter determines are within the scope of the Extension Services and within Meter's control. Issues relating to a cellular carrier's network or services, or to Customer's or any end user's devices, are outside the scope of the Extension Services, and Meter may, in its discretion, escalate such issues to the applicable cellular carrier or direct Customer to contact the applicable carrier or device provider directly. Meter does not guarantee that the Extension Services will be available through any particular cellular carrier at any Designated Location during the applicable Subscription Term.
2.3Designated Locations and Use Restrictions. Customer may use the Extension Services solely at the Designated Locations for which the Extension Services are provisioned. Customer will not relocate, modify, disconnect, reconfigure, or integrate the Extension Services or any Cellular Hardware with any other technology, hardware, software, or network without Meter's prior written consent. Customer will not permit any unauthorized access to or use of the Extension Services and will promptly notify Meter upon becoming aware of any unauthorized access or use and, to the extent within Customer's reasonable control, promptly terminate it.
2.4Customer Cooperation and Access. As a condition to Meter's provision of the Extension Services, Customer will provide Meter and its personnel with the access, information, and cooperation reasonably necessary to plan, install, test, activate, and support the Extension Services at the applicable Designated Locations, including reasonable access to the premises and coordination with Customer personnel. Except in emergencies, Meter will provide at least twenty-four (24) hours' prior notice before accessing a Designated Location. Customer represents and warrants that it has obtained all rights necessary to permit Meter to access each Designated Location and install the Cellular Hardware. The Extension Services Commencement Date will not occur until installation and testing are complete, and any delay or failure by Customer to provide required access, information, or cooperation may delay the Extension Services Commencement Date.
2.5Permitted Use. Customer will use the Extension Services solely for the purposes contemplated by the Agreement and these Cellular Product Terms and in compliance with all applicable laws and regulations, including applicable Federal Communications Commission rules. Customer may not resell, sublicense, or otherwise provide third parties access to the Extension Services or any capacity or functionality thereof without Meter's prior written consent.
2.6Interference. Customer will provide Meter at least thirty (30) days' prior written notice before deploying, installing, or operating any wireless or radio-frequency equipment at a Designated Location that could reasonably be expected to interfere with or degrade the performance of the Extension Services.
2.7Costs and Expenses. Customer bears all costs and expenses related to its use of the Extension Services, except as expressly agreed in writing.
3. Emergency Services Disclaimer
METER WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, CLAIMS, OR EXPENSES ARISING OUT OF OR RELATING TO THE USE OF, ATTEMPTED USE OF, OR INABILITY TO ACCESS 911, E911, OR ANY OTHER EMERGENCY NUMBERS OR SERVICES, OR ANY LIFE SUPPORT, MONITORING, OR EMERGENCY RESPONSE SYSTEMS OR DEVICES, WHETHER ARISING FROM SERVICE INTERRUPTION, DEGRADED PERFORMANCE, OR OTHERWISE.
4. Governmental and Regulatory Matters
4.1Legal Process. If Meter or any of its suppliers receives a lawful subpoena, court order, or other compulsory legal process seeking end-user records or information relating to the Extension Services, Meter will be responsible for responding to such process as between the parties. To the extent Meter reasonably requires information from Customer to respond, Customer will cooperate in good faith and provide the requested information within fifteen (15) days of Meter's written request.
4.2Regulatory Changes. If a decision, order, or ruling of a governmental authority or court of competent jurisdiction requires modification of these Cellular Product Terms, the parties will negotiate in good faith to amend the terms to address the impact of such decision. If the parties do not reach agreement and the decision results in a material adverse impact on a party with respect to an applicable Order for Extension Services, the affected party may terminate the applicable Order without penalty by providing written notice within thirty (30) days after the decision becomes effective, unless Meter determines in its sole discretion that earlier termination is required to comply with the decision.
4.3Audits and Investigations. If a governmental authority requires an audit or investigation relating to communications traffic under the Extension Services, the parties will reasonably cooperate, including by promptly notifying the other party of any required disclosure and, where legally available, making a good-faith effort to obtain protective treatment for Confidential Information.
5. Term and Termination
5.1Term. Unless otherwise set forth on an Order, the term of the Extension Services will commence on the Extension Services Commencement Date and continue for (a) the Subscription Term specified in the applicable Order, or (b) if no Subscription Term is set forth in the applicable Order, for five (5) years or until terminated in accordance with Section 7 of the Terms and Conditions. After this initial term, these Cellular Product Terms will renew for successive one-year periods upon mutual written agreement.
5.2Termination. In addition to the termination rights in the Agreement, Meter may terminate any Subscription for Extension Services for a specific Designated Location, upon prior written notice and without liability (other than a refund of prepaid monthly fees for Extension Services not yet provided as of the effective termination date), if: (a) the Extension Services Commencement Date does not occur within sixty (60) days after the earlier of the Order execution date or any commencement date specified in the Order; (b) no cellular carrier agrees to provide Extension Services at the Designated Location; or (c) a cellular carrier suspends or terminates transmission of its licensed cellular frequencies at the Designated Location. Meter may also immediately suspend the Extension Services or terminate the applicable Order upon Customer's breach of Section 2.3 of the Terms and Conditions or Section 2 of these Cellular Product Terms.
II. Connect Product Terms
The following terms and conditions govern the internet service provider (ISP) procurement services that Meter provides to Customer (the "Connect Product Terms").
1. Definitions
1.1"Circuit" has the meaning set forth in Section 3.1.
1.2"Connect Services" mean Meter's procurement and management of third-party internet access circuits at the applicable Designated Locations, including ordering and provisioning coordination, fulfillment management, contract administration, support intake, and consolidated billing, as applicable, in accordance with the applicable Order.
2. Provision and Scope of Connect Services
2.1Provision. Meter will provide the Connect Services in accordance with the Terms and Conditions and these Connect Product Terms. Customer acknowledges that Meter is not an internet service provider and does not provide internet access services. All Circuits are provided, operated, and maintained by third-party ISPs and are subject to the applicable ISP's network, terms, conditions, and technical limitations.
2.2Scope. Meter does not control ISP networks and makes no representation, warranty, or guarantee regarding the availability, performance, capacity, uptime, latency, repair times, or service levels of any Circuit, and Meter has no liability for any interruption, degradation, failure, or unavailability of a Circuit caused by or attributable to an ISP or its network. To the extent Meter receives any service credits or refunds from an ISP relating to a Circuit, Meter will pass through such credits or refunds to Customer.
3. Fees and Pass Through Charges
3.1Fees. For each ISP circuit procured and managed by Meter as part of the Connect Services (each, a "Circuit"), Customer will pay the applicable monthly fees (if any) set forth in the applicable Order.
3.2ISP Fees and Pass-Through Charges. In addition to Fees, Customer is responsible for all amounts charged by the applicable ISP in connection with a Circuit, as passed through by Meter, including service charges, taxes, installation or construction costs, service calls, equipment charges, circuit extensions, and early termination or cancellation fees, to the extent applicable. Meter may pay such amounts to the ISP on Customer's behalf and invoice Customer for reimbursement in accordance with the Agreement.
4. Term and Termination
4.1Connect Services Term. Unless otherwise specified in an Order, the term of the Connect Services for a Circuit will commence upon successful activation of the Circuit and continue for the applicable Subscription Term set forth in the applicable Order, or if no term is specified, for twelve (12) months, unless earlier terminated in accordance with the Agreement.
4.2Termination; Effect of ISP Terms. Termination or expiration of an Order or Subscription for Connect Services does not relieve Customer of responsibility for any fees, charges, or obligations imposed by an applicable ISP in connection with a Circuit, including early termination fees. Meter has no obligation to continue procuring or managing a Circuit beyond the availability or term offered by the applicable ISP.
Platform Service Level Agreement
To the extent Customer has access to the Platform or subscribes to Meter's Network Product, this Platform SLA is incorporated into and forms part of the Agreement between Meter and Customer and sets forth the service level commitments applicable to Customer's access to and use of the Platform. Capitalized terms not defined in this Platform SLA have the meanings given in the Terms and Conditions. In the event of a conflict between the Terms and Conditions and this Platform SLA, this Platform SLA will govern.
1. Definitions
The definitions of certain capitalized terms used in this Platform SLA are set forth below.
"Platform Downtime" means, subject to Section 6 of this Platform SLA, a period during which Customer is unable to access the Platform through a standard web browser due to a failure of the Platform or Meter-controlled systems, as confirmed by Meter. Platform Downtime excludes unavailability resulting from planned maintenance performed during the non-business hours specified by Customer in the Platform.
"Platform SLA" has the meaning set forth in Section 2 of this Platform SLA.
"Platform SLA Termination" has the meaning set forth in Section 5 of this Platform SLA.
"Platform Uptime Percentage" means the total number of minutes in a calendar month minus the number of minutes of Platform Downtime during such calendar month, divided by the total number of minutes in a calendar month.
"Service Credit" means the number of days that Meter will credit and add to the end of the Subscription Term at no charge to Customer in accordance with Section 2.
2. Service Level Warranty
Platform Service Level Warranty. During the Term, the Platform will be available to Customer with a Platform Uptime Percentage of at least 99.9% in any calendar month (the "Platform SLA"). If the Platform Uptime Percentage does not meet the Platform SLA in any calendar month, and if Customer meets its obligations under the Agreement, then Customer will be eligible to receive Service Credits in accordance with the table below.
| Uptime Percentage | Days Credited |
| < 99.9% - ≥99.8% | 3 |
| < 99.8% - ≥99.5% | 5 |
| < 99.5% - ≥98.0% | 10 |
| < 98.0% | 15 |
3. Request for Service Credits
To be eligible to receive any Service Credit, Customer must submit a written request to Meter within thirty (30) days after the end of the calendar month in which Customer became eligible for such Service Credit, specifying the applicable downtime event(s). Failure to submit a timely request in accordance with this Section 3 will result in forfeiture of Customer's right to receive the applicable Service Credit.
4. Maximum Service Credit
The aggregate total of all Service Credits issued to Customer in a single calendar month for Platform Downtime, whether arising from one or more incidents, will not exceed fifteen (15) days. Service Credits may not be exchanged for, or converted into, cash or any other monetary amount.
5. Termination
If Platform Uptime Percentage falls below 98.0% in two (2) consecutive calendar months, or in three (3) calendar months during a rolling twelve (12) month period, then, in lieu of Service Credits, Customer may terminate the Agreement upon written notice to Meter and receive a pro rata refund of any prepaid fees allocable to the remaining Subscription Term ("Platform SLA Termination").
6. Exclusions
The Platform SLA does not apply to any performance issues that result from: (a) a force majeure event, including riots, insurrection, fire, flood, storm, explosion, act of God, war, terrorism, earthquake, or any other cause beyond Meter's reasonable control, provided that Meter uses commercially reasonable efforts to mitigate the effects of such event; (b) Customer's equipment or systems, or from any third-party equipment or services, including Customer's internet connection, ISP circuits, cellular carriers, upstream networks, or any services not provided by Meter; or (c) Customer's violation of the Agreement or the Documentation.
7. Exclusive Remedy
The Service Credits and the Platform SLA Termination are Customer's sole and exclusive remedies for any failure by Meter to meet the Platform SLA.
Cellular Service Level Agreement
To the extent Customer subscribes to Meter's Cellular Product, this Cellular SLA is incorporated into and forms part of the Agreement between Meter and Customer and sets forth the service level commitments applicable to Customer's access to and use of the Extension Services. Capitalized terms not defined in this Cellular SLA have the meanings given in the Terms and Conditions. In the event of a conflict between the Terms and Conditions and this Cellular SLA, this Cellular SLA will govern.
1. Definitions
The definitions of certain capitalized terms used in this Cellular SLA are set forth below.
"Cellular Downtime" means, subject to Section 6 of this Cellular SLA, a period during which the Extension Services at a Designated Location are unavailable due to a failure of Meter-provided Cellular Hardware or Meter-controlled configuration, as confirmed by Meter. Cellular Downtime excludes any unavailability caused by a cellular carrier, spectrum availability, carrier backhaul, RF conditions, Customer or end-user devices, or any other third-party systems or services.
"Cellular SLA Standard" has the meaning set forth in Section 2 of this Cellular SLA.
"Cellular SLA Termination" has the meaning set forth in Section 5 of this Cellular SLA.
"Cellular Uptime Percentage" means the total number of minutes in a calendar month minus the number of minutes of Cellular Downtime during such calendar month, divided by the total number of minutes in the calendar month.
"Service Credit" means the number of days that Meter will credit and add to the end of the applicable Subscription Term at no charge to Customer in accordance with Section 2.
2. Cellular Service Level Warranty
During the Term, the Extension Services will be available with a Cellular Uptime Percentage of at least 99.0% in any calendar month (the "Cellular SLA Standard"). If the Cellular Uptime Percentage does not meet the Cellular SLA Standard in a calendar month, and if Customer meets its obligations under the Agreement, then Customer will be eligible to receive Service Credits as follows:
| Uptime | Days Credited |
| < 99.0% - ≥98.5% | 3 |
| < 98.5% - ≥98.0% | 5 |
| < 98.0% - ≥97.0% | 10 |
| < 97.0% | 15 |
3. Request for Service Credits
To be eligible to receive any Service Credit, Customer must submit a written request to Meter within thirty (30) days after the end of the calendar month in which Customer became eligible for such Service Credit, specifying the applicable downtime event(s). Failure to submit a timely request in accordance with this Section 3 will result in forfeiture of Customer's right to receive the applicable Service Credit.
4. Maximum Service Credit
The aggregate total of all Service Credits issued to Customer in a single calendar month for all Cellular Downtime, whether arising from one or more incidents, will not exceed fifteen (15) days. Service Credits may not be exchanged for, or converted into, cash or any other monetary amount.
5. Termination
If, with respect to more than fifty percent (50%) of the Designated Locations, the Cellular Uptime Percentage falls below 97.0% in two (2) consecutive calendar months, or in three (3) calendar months during a rolling twelve (12) month period, then, in lieu of Service Credits, Customer may terminate the Agreement upon written notice to Meter and receive a pro rata refund of any prepaid fees allocable to the remaining Subscription Term ("Cellular SLA Termination").
6. Exclusions
The Cellular SLA does not apply to any performance issues that result from: (a) a force majeure event, including riots, insurrection, fire, flood, storm, explosion, act of God, war, terrorism, earthquake, or any other cause beyond Meter's reasonable control, provided that Meter uses commercially reasonable efforts to mitigate the effects of such event; (b) any cellular carrier, spectrum availability, carrier core network or backhaul, regulatory or governmental action or restriction, RF conditions, or any third-party equipment or services, including Customer or end-user devices or systems; or (c) Customer's violation of the Agreement, the Cellular Product Terms, or the Documentation.
7. Exclusive Remedy
The Service Credits and the Cellular SLA Termination are Customer's sole and exclusive remedies for any failure by Meter to meet the Cellular SLA Standard.
Support Terms
These Support Terms are incorporated into and form part of the Agreement between Meter and Customer and sets forth the technical support services applicable to the Services provided under the Agreement during the Subscription Term, including the procedures, priority levels, and response targets for addressing Incidents. Capitalized terms used but not defined in these Support Terms have the meanings given in the Agreement. In the event of a conflict between the Terms and Conditions and these Support Terms, these Support Terms will govern.
1. Definitions
"Escalation" means Meter's internal process by which an Incident is formally elevated for additional review and prioritization, including continued active investigation, until the Incident is resolved or reasonably mitigated.
"Incident" means an unplanned failure of, or material degradation in, the operation of the Services that adversely impacts Customer's ability to use the Services as intended.
2. General
During the applicable Subscription Term, Meter will provide the Support described in these Support Terms on a continuous basis, twenty-four (24) hours per day, seven (7) days per week. Meter's support organization will receive, triage, and respond to Incidents in accordance with the priority levels and response and resolution targets set forth in these Support Terms.
3. Contact
Customer may initiate a Support case by submitting a request through the support channels designated by Meter, as identified in the Platform or otherwise communicated by Meter from time to time. There is no limit on the number of Support cases that Customer may submit.
4. Priority Leveling, Response & Resolution Time
When submitting a Support case, Customer may assign an initial Priority Level. Meter will confirm the Priority Level and may reclassify it based on Meter's reasonable assessment. Meter will provide an initial response within the applicable Initial Response Time below and will use commercially reasonable efforts to diagnose and address the Incident (including repair or replacement of Hardware, or providing a fix or workaround, as applicable) within the applicable Target Resolution Time below. If an Incident is not resolved or reasonably mitigated within the Target Resolution Time, then Meter will escalate the Incident and keep it under active review and prioritization until resolved or reasonably mitigated.
| Priority | Description | Initial Response Time | Target Resolution |
| Business Critical: Material outage of core Service functionality at a Designated Location, with no reasonable workaround available | Within 15 minutes | Within 8 hours to restore service or implement a reasonable workaround |
| Urgent & Major Impact: Significant degradation of Service functionality with a reasonable workaround available | Within 30 minutes | Within 24 hours to restore service or implement a reasonable workaround |
| Medium / Non-Critical: Limited degradation of functionality with minimal operational impact | Within 1 hour | Within 3 calendar days |
| Minor / General Questions: Cosmetic issues, minor performance issues, or general questions (e.g., regarding API or network configuration, dashboard functionality, enhancement requests, or documentation clarification) | Within 4 hours | Within 7 calendar days |
5. Hardware Repair and Replacement
If Meter determines that resolution of an Incident requires repair or replacement of Hardware, Meter may, in its discretion, repair the Hardware or provide replacement Hardware, as applicable. Repair may include remote diagnostics, configuration changes, or software or firmware updates. Time required to ship or install replacement Hardware is excluded from the Incident resolution time. If replacement Hardware is provided, Meter will use commercially reasonable efforts to ship replacement Hardware to the applicable Designated Location within one (1) business day. For Customers with a Premium Subscription, Meter will provide on-site installation and configuration of replacement Hardware in accordance with the Agreement. For Customers with a Pro Subscription, Meter will provide reasonable remote support and cooperate with Customer regarding installation and configuration; however, Meter is not responsible for performing installation or configuration.
6. Conditions and Exclusions
Meter's obligation to provide Support is conditioned on Customer's reasonable cooperation (including following Meter's reasonable troubleshooting guidance, providing timely and accurate information and access—including reasonable physical access to the applicable Designated Location when necessary—and maintaining all Customer-provided equipment, connectivity, and systems required to access and use the Products). Meter has no obligation to provide Support to the extent an issue results from (a) Customer's negligence, misuse, or violation of the Agreement or Documentation; (b) equipment, software, or services not provided by Meter (including third-party hardware, software, internet connectivity, carriers, or upstream networks); or (c) any cause beyond Meter's reasonable control.
7. Conclusion of Support Cases
Meter may close a Support case when Meter determines that the Incident has been resolved or reasonably mitigated, including through the provision of a workaround. Meter may also close a Support case if Customer fails to respond to three (3) reasonable requests for information or feedback necessary to proceed with or confirm a proposed resolution.