METER INSIGHTS CLOUD SERVICES AGREEMENT

This Meter Insights Cloud Services Agreement (the "Agreement") is between Power Measurement Ltd. and its licensors ("PML") and the individual or entity that has clicked the "I Accept" or "I Agree" button located next to the link containing this Cloud Services Agreement or that has executed or otherwise agreed to this Agreement ("Customer"). This Agreement sets forth the terms and conditions which govern Customer's use of the PML cloud services.

1. Definitions.

(a) "Customer Data" means all information, content, and data, including all text, sound, software or files that are provided to PML by Customer and/or Customer's End Users in connection with the use of the Services. Customer Data may include information, content, and data that Customer and/or Customer's End Users (i) upload to the Services, and/or (ii) create and/or modify using the Services.

(b) "Services" means one or more of the cloud services or features made available to Customer under this Agreement by PML.

(c) "Software Program" refers to the software products owned or licensed by PML to which PML grants Customer access as part of the Services (including any program updates provided as part of the Services).

(d) "Third Party Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of PML and made available to Customer through, within, or in conjunction with Customer's use of, the Services.

1. Right to Use the Services.
   (a) Except as otherwise set forth in this Agreement, Customer shall have the non-exclusive, non-assignable, limited right to access and use the Services solely for Customer's internal business operations.
   (b) Customer may allow its employees, agents, and contractors working on Customer's behalf and for the benefit of Customer (collectively "End Users") to use the Services for the purpose described in Section 2(a) above. Customer shall be fully responsible for its End Users' acts and omissions including without limitation its End Users' compliance with this Agreement. (c) The Services may enable Customer to link to, transmit Customer Data to, or otherwise access, third party websites, content, products, services, and information of third parties. PML does not control and is not responsible for such websites or any such content, products, services and information accessible from or provided through such websites. Customer bears all risks associated with access to and use of such websites and third party content, products, services and information. (d) Customer shall obtain at Customer's sole expense any rights and consents from third parties necessary for Customer Data that Customer uses with the Services, including such rights and consents as necessary for PML to perform the Services under this Agreement.

2. Restrictions on Use.
   (a) Customer's use of the Services may be subject to certain restrictions set forth in this Agreement, which may include without limitation certain limitations on the scope of use, capacity, types and quantities of system resources, and/or duration of the Services. Customer's use of the Services in a manner inconsistent with such restrictions may adversely impact the performance of the Services and/or may result in suspension or termination of the Services.
   (b) This Agreement only gives Customer some rights to use the Services. As between PML and Customer, PML or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the access rights explicitly granted to Customer in Section 2 above. No title to or ownership of any proprietary rights related to the Services is transferred to Customer or any End User pursuant to this Agreement or any transaction contemplated by this Agreement. All rights not explicitly granted to Customer are reserved by PML. In the event that Customer makes suggestions, improvements or modifications to PML regarding any features, functionality or performance that PML adopts for any of its products including the Services, such features, functionality or performance shall be deemed to be automatically assigned under this Agreement to, and shall become the sole and exclusive property of, PML. (c) Customer agrees that it will comply with any technical limitations of the Services and that it will not, nor will Customer cause or permit others to: (i) reverse engineer, decompile, disassemble, modify, adapt or translate any part of the Services, or create derivative works based on any part of the Services, except and only to the extent that applicable law expressly permits, despite this limitation or except and only to the extent that PML gives it prior written consent; (ii) remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of PML or its licensors; (iii) work around any technical limitations in the Services or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to PML; (iv) publish or otherwise make available any of the programs or materials resulting from the Services (excluding Customer Data);
   (v) perform or disclose any benchmark or performance tests of the Services without PML's prior written consent; (vi) perform or disclose any of the following security testing of the Services or associated infrastructure without PML's prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and (vii) transfer, license, sublicense, rent, lease, sell, lend, distribute, host, outsource, disclose, permit timesharing or service bureau use, assign, or otherwise commercially exploit or make the Services or any part thereof including without limitation any materials or programs (including the Software Programs) available through or in connection with such Services, or any rights or duties under this Agreement, to any other person or entity without the prior written consent of PML and such consent may be withheld in the sole discretion of PML. (d) The Services are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. Unless PML gives its prior written consent, Customer has no right to use (and must not use) the Services in connection with any application or situation where the failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). High Risk Use does not include utilization of the Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. Customer agrees to indemnify and hold harmless PML from any third-party claim arising out of Customer's use of the Services in connection with any High Risk Use. (e) PML may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) including to reflect changes in technology, industry practices, and patterns of system use. Furthermore, PML may (at its discretion) change, discontinue, add, modify, re-price or remove features or functionality from the Services from time to time.
   (f) Customer understands and agrees that PML, its affiliates, and its subcontractors may perform certain aspects of the Services, such as (but not limited to) service administration, hosting, support, and/or disaster recovery, from data centers and other facilities located throughout the world. As such, Customer recognizes and agrees that use of the Services may result in the Customer Data being collected, transferred, processed, and/or used in any area of the world. PML reserves the right to contract with third party subcontractors to provide all or part of the Services on behalf of PML and PML may change or replace such subcontractors at any time in its sole discretion. (g) Customer is responsible for identifying and authenticating all End Users, for approving access by such End Users to the Services, and for controlling against unauthorized access by End Users. It is Customer's responsibility to maintain the confidentiality of its and its End Users' account information and passwords and Customer agrees to accept responsibility for all activities that occur under Customer's account. PML will have the right to rely upon any information received from any person/entity using Customer's account and password and PML will incur no liability arising out of such reliance. PML is not responsible for any harm caused by Customer's End Users, including individuals who were not authorized to have access to the Services.

3. Customer Data. (a) Customer retains all right, title, and interest in the Customer Data. Customer grants PML a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up, transferable, sub-licensable license and approval to use, import, distribute, modify and distribute modifications of, perform, create and distribute derivative works of, copy, and display the Customer Data for the purpose of and in conjunction with providing the Services. The license granted in this Section 4(a) includes the right of PML to sublicense its subsidiaries and affiliates and any third parties subcontractors providing all or part of the Services on behalf of PML to perform the foregoing. Customer represents that Customer has and will keep in effect during Customer's use of the Services, all licenses and approvals necessary to grant PML and its subsidiaries, affiliates, and subcontractors these rights and that they will be provided at no charge to PML. Customer is responsible for complying with the terms of any such license agreements including entitlements and permitted uses. Customer represents that by adding, creating, installing, uploading, or transferring the Customer Data for use in conjunction with the Services, Customer is not exceeding any specified entitlement or permitted use or violating applicable license agreements or applicable laws. Customer agrees to indemnify and hold harmless PML from any third-party claims and any costs and other amounts that PML may incur or otherwise be subject to because of Customer's breach of this Section 4(a). (b) Customer is solely responsible for all Customer Data, including selection, creation, design, usage, licensing, maintenance, testing, backup, and support. Customer acknowledges and agrees that the Services are not intended to act as a document/data retention system for Customer. Customer is also responsible for any individual's personal information or any information Customer considers confidential that is included in the Customer Data. The laws of some jurisdictions may require the consent of individuals prior to including their personal information in the Customer Data or require compliance with laws, rules, and regulations. Customer agrees to comply with all applicable laws, to obtain all necessary consents (including those related to the collection, use, processing, transfer and disclosure of personal information), and make all necessary disclosures before including personal information in the Customer Data and using such personal information in connection with the Services. Customer represents that it will not include any personal information in the Customer Data, if in doing so Customer could not fulfill any of its obligations stated herein. (c) Customer is and shall remain the data controller of the Customer Data it uploads or provides as part of the Services. PML is a service provider to Customer and PML has the role of data processor. Customer understands and agrees that PML has no control or influence over the content of the Customer Data processed by PML and that PML performs the Services on behalf of Customer. PML does not own or otherwise act as data controller of the Customer Data. It is Customer's responsibility to verify that the security and privacy protections offered by the Services are adequate and in compliance with all applicable laws governing the type of data included in the Customer Data which is uploaded in or provided to the Services.
4. Limited Warranty; Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, PML AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." pml ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\u00a0

5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PML BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, OR CLAIMS WHATSOEVER INCLUDING SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES ARISING FROM BUSINESS INTERRUPTION OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, PERSONAL INJURY OR DUTY TO MEET ANY STANDARD OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF PML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL PML'S LIABILITY EXCEED THE AMOUNT YOU PAID US TO USE THE SERVICES. THE DISCLAIMERS AND LIMITATION SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER YOU ACCEPT THE SOFTWARE.

6. Termination and Suspension. (a) PML reserves the right to suspend or end the Services at any time at its discretion and without notice. PML may suspend or terminate Customer's use of the Services if Customer is not complying with these Terms, or uses the Services in a manner that would cause PML legal liability or disrupt the Services.

(b) Customer agrees that PML shall have no additional obligation to continue to hold, export or return Customer Data and that PML will have no liability whatsoever for deletion of Customer Data pursuant to these terms.

(c) Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, disclaimers, indemnity and others which by their nature are intended to survive.

1. Use Information.

PML may (i) compile Use Information, (ii) make such Use Information publicly available provided that such Use Information does not incorporate Customer Data in a form that identifies Customer or any individual, and (iii) use such Use Information for PML's internal business purposes including without limitation for security and operations management, to create statistical analyses, for research and development purposes, to study customer behaviors and usage of the Services, to enhance the PML product offerings, and to provide more targeted applications and communications to PML's customers. PML retains all right, title and interest (including without limitation all intellectual property rights) in and to the Use Information. "Use Information" shall mean (A) compiled statistical and other information (including without limitation metadata) related to the performance, operation and use of the Services, and/or (B) data from the Services in aggregated form. For purposes of clarification, (i) the parties agree that any metadata produced as a result of Customer's and Customer's End Users' use of the Services shall be considered Use Information and may be used by PML for PML's internal business purposes, and (ii) any raw data relating to the operation of Customer's equipment that is uploaded to the Services shall be considered Customer Data and may be used by PML as provided in Section 4(a) hereof.

1. Export.

PML agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Canada or any other export laws, restrictions or regulations (collectively "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, PML represents and warrants that PML is not a citizen of, or located within, an embargoed or otherwise restricted nation and that PML is not otherwise prohibited under the Export Laws from receiving the Software.

1. Governing Law and Dispute Resolution.

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, excluding its conflict of laws principles, the U.N. Convention on Contracts for the International Sale of Goods, and The Uniform Computer Information Transactions Act.

1. Miscellaneous.

(a) PML is an independent contractor. PML and Customer agree that no partnership, joint venture, or agency relationship exists between PML and Customer. Each party will be responsible for paying its own employees, including employment related taxes and insurance.

(b) If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect. The waiver by either party of a breach of any provision of this Agreement in one instance shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement.

(c) Customer remains solely responsible for Customer's regulatory compliance in connection with Customer's use of the Services. Customer is responsible for ensuring that the Services meet any technical requirements that result from Customer's regulatory obligations. If the Services do not meet such technical requirements, Customer should not use the Services.

(d) These Terms constitute the entire agreement between Customer and PML with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

SLC-7236451-1