PARTNER PROGRAM TERMS

WiserMeter LLC — Global

1. Partner Model — Independent Reseller

1.1. WiserMeter operates an open, self-service partner model. Any entity that subscribes to the platform under a Partner plan is recognized as an independent Partner, without requiring prior approval, certification, or exclusivity arrangements with WiserMeter.

1.2. The Partner purchases access to WiserMeter's platform and software products ("Platform") as a subscriber in its own name and on its own account, subject to the applicable pricing and plan terms. The Partner may then independently offer its own services — including managed operation, implementation, configuration, technical integration, onboarding, training, and support — to its own end customers ("End Customers"), using the Platform as an underlying tool.

1.3. The Partner sets its own pricing, packaging, and commercial terms for the services it offers to End Customers. WiserMeter has no involvement in, and assumes no responsibility for, the Partner's commercial arrangements with its End Customers.

1.4. WiserMeter does not endorse, supervise, certify, or guarantee the services provided by any Partner. End Customers who contract with a Partner do so exclusively with that Partner.

2. Independence and No Agency

2.1. The Partner is an independent contractor. Nothing in these Partner Terms creates, or shall be construed to create, any relationship of employment, agency, franchise, joint venture, partnership, or representation between WiserMeter and the Partner.

2.2. The Partner has no authority to: (a) bind WiserMeter to any contract or obligation; (b) make representations, warranties, or commitments on WiserMeter's behalf; (c) act in WiserMeter's name before any third party, governmental authority, or court; or (d) accept service of process on WiserMeter's behalf.

2.3. The Partner shall not hold itself out as an agent, representative, or affiliate of WiserMeter unless expressly authorized in writing by WiserMeter for a specific purpose.

3. No Permanent Establishment

3.1. The Partner's subscription to, and use of, the Platform — including any services the Partner provides to End Customers using the Platform — does not constitute, and shall not be construed as creating, a permanent establishment, branch, office, agency, or taxable presence of WiserMeter in any jurisdiction outside the United States.

3.2. WiserMeter provides the Platform remotely from the United States. The Partner's local business activities are entirely separate from WiserMeter's operations and do not create any nexus, fiscal presence, or legal establishment of WiserMeter in the Partner's jurisdiction.

4. Relationship with End Customers

4.1. The Partner contracts with End Customers entirely in its own name. WiserMeter has no contractual relationship with End Customers of the Partner and assumes no obligations toward them — whether in respect of service levels, data protection, billing, refunds, or otherwise.

4.2. The Partner is solely responsible for: (a) the quality and delivery of services provided to End Customers; (b) handling all End Customer complaints, claims, and disputes; (c) compliance with consumer protection, data protection, and any other laws applicable to the Partner's services in the Partner's jurisdiction; and (d) all billing, tax collection, and fiscal obligations arising from the Partner's relationship with its End Customers.

4.3. WiserMeter does not know, and is not required to know, the identity of any End Customer of the Partner. The Partner shall not represent to End Customers that they are entering into any relationship with WiserMeter.

5. Pricing and Partner Plan

5.1. Partner pricing, subscription tiers, and applicable discounts are defined in the Partner plan selected by the Partner at the time of subscription, or as otherwise agreed in writing with WiserMeter.

5.2. The Partner purchases access to the Platform at Partner rates and resells its own services to End Customers at prices it determines independently. WiserMeter has no interest in, and imposes no restriction on, the prices charged by the Partner to its End Customers.

5.3. All amounts payable by the Partner to WiserMeter are governed by the Terms of Use and applicable plan terms. The Partner is solely responsible for payment of its own subscription fees regardless of whether its End Customers pay the Partner.

6. Intellectual Property

6.1. WiserMeter holds all intellectual property rights over the Platform, including its software, algorithms, interfaces, trademarks, documentation, and related content. These Partner Terms do not transfer any intellectual property rights to the Partner beyond the limited right to access and use the Platform as described in the Terms of Use.

6.2. The Partner may describe itself as a "WiserMeter Partner" or "WiserMeter Authorized Reseller" solely for the purpose of indicating its participation in the Partner Program. Any other use of WiserMeter's trademarks, trade names, or logos requires prior written consent from WiserMeter.

6.3. The Partner retains full ownership of any services, methodologies, configurations, or deliverables it independently develops for its End Customers, provided they do not incorporate or reproduce WiserMeter's proprietary software or content beyond the scope of the license granted under the Terms of Use.

7. Taxes and Local Compliance

7.1. The Partner is solely and exclusively responsible for reviewing, assessing, withholding, declaring, and paying all taxes, duties, contributions, and compliance obligations arising from: (a) its subscription to the Platform; (b) any services it provides to End Customers; and (c) any revenue it generates in its own jurisdiction or any other applicable jurisdiction.

7.2. WiserMeter does not provide tax advice and assumes no responsibility for the Partner's tax obligations outside the United States. The Partner shall not make any representation to End Customers or third parties suggesting that WiserMeter bears any tax liability in respect of the Partner's business activities.

8. Confidentiality

8.1. Each party may have access to information that is confidential to the other ("Confidential Information"). Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to third parties or use it for any purpose other than the performance of these Partner Terms.

8.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that the receiving party gives prompt prior written notice to the disclosing party where legally permitted.

9. Term and Termination

9.1. These Partner Terms are effective from the date of acceptance and remain in force for as long as the Partner maintains an active subscription to the Platform under a Partner plan.

9.2. Either party may terminate the Partner's participation in the Partner Program at any time upon written notice. Termination of Partner status does not automatically terminate the Partner's underlying Platform subscription, which remains subject to the Terms of Use.

9.3. Upon termination, the Partner shall: (a) cease representing itself as a WiserMeter Partner; (b) cease using WiserMeter's trademarks for the purpose described in clause 6.2; and (c) fulfill any outstanding obligations to its End Customers independently, without involvement from WiserMeter.

10. Limitation of Liability

10.1. WiserMeter's total liability to the Partner under or in connection with these Partner Terms shall not exceed the total subscription fees paid by the Partner to WiserMeter in the twelve (12) months preceding the event giving rise to the claim.

10.2. In no event shall WiserMeter be liable for any indirect, incidental, consequential, special, or punitive damages arising from the Partner's business activities, including any claims brought by End Customers against the Partner.

11. Modifications

11.1. WiserMeter may update these Partner Terms at any time by publishing a revised version at the Partner Program Terms URL. The revised version takes effect upon publication. Continued use of the Platform under a Partner plan after publication constitutes acceptance of the updated terms.

12. Governing Law and Venue

12.1. These Partner Terms are governed by the laws of the State of Wyoming, U.S.A., without regard to its conflict of law provisions.

12.2. Any disputes arising out of or in connection with these Partner Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in Wyoming, U.S.A., with express waiver of any other venue, however privileged it may be.

13. General Provisions

13.1. These Partner Terms, together with the Terms of Use and any applicable plan terms, constitute the entire agreement between WiserMeter and the Partner with respect to the Partner Program.

13.2. If any provision of these Partner Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3. No waiver of any right under these Partner Terms shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of the right to enforce it subsequently.

13.4. The Partner may not assign these Partner Terms or any rights hereunder without WiserMeter's prior written consent. WiserMeter may assign these Partner Terms freely, including in connection with a merger, acquisition, or sale of substantially all of its assets.