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EXHIBIT A Appendix A SEW Software-as-a-Seryice Subscriotton Terms Smart Energy Systems,Inc.dba Smart Energy Water("Provider'or"SEW')has developed certain proprietary software applications,and the Parties have agreed that Provider will make the software-as-a-service platform(s) set forth on the Order Form attached hereto (the "Software")available via the Internet to the Customer hereunder.Therefore,in consideration of the mutual covenants,terms,and conditions set forth below and in any relevant exhibits or documents,the adequacy of which is hereby acknowledged,the Parties agree as follows: 1. DEFINITIONS.The following capitalized terms will have the following meanings whenever used in this Agreement. 1.1. "Agreement"means these SEW Software-as-a-Service Subscription Terms&Conditions,including any applicable Order Form. 1.2. "Customer Data"means the data uploaded or otherwise input by Customer and/or Subscribers into the Software. 1.3. "Documentation"means the Software's standard user manuals and any other accompanying documents related to the Software,in each case,that are delivered by SEW to Customer during Implementation. 1.4. "Feedback'means any suggestions,comments for enhancements or functionality or other feedback regarding SEW's products and/or services that are communicated by Customer to SEW. 1.5. "Implementation"means the process for gathering requirements,configuring,testing,training,and integrating the Software for Customer's use,as set forth in a Statement of Work. 1.6. "Maintenance and Support"means, unless Customer is subscribing to SEWS Max Support Plan, SEW's maintenance and support performed in accordance with SEWS then-current Standard Support Plan(a copy of which will be provided to Customer upon request). 1.7. "Order Form'means an Order Form for Smart Energy Water Cloud Services executed between SEW and Customer. 1.8. "Software"means the SEW software that Customer has subscribed to as identified in an applicable Order Form. 1.9. "Specifications"means SEWS specifications for the Software. 1.10."Statement of Work"means a statement of work that(a)expressly references,and is governed by,this Agreement,(b)is executed by an authorized representative of each party and(c)sets forth,at a minimum,the Services to be performed by SEW and the related fees to be paid by Customer in consideration thereof. 1.11. "Subscribers"means an active account registered with the Customer to use the Software, either from a preexisting account of Customer or as associated with an active utility meter,as set forth in an applicable Order Form. 2. SOFTWARE DELIVERY. 2.1. Right to Access and Use Software. Subject to the terms and conditions of this Agreement, SEW hereby grants Customer a non-exclusive,non- sublicensable,non-transferable,limited right to access and use the Software for Customer's business purposes. 2.2. Restrictions on Software Use.Customer will not permit any third parties to access and use the Software other than Subscribers.Customer will not permit Subscribers in excess of the cap set forth in the applicable Order Form to access or use the Software.Customer will be responsible and liable for all Subscribers'compliance with the terms and conditions of this Agreement.Customer will not:(a)modify,translate or create derivative works from the Software;(b)allow third parties to exploit the Software;(c)reverse engineer,decompile,or attempt to derive any of the Software's source code,object code or underlying structure,ideas or algorithms of the Software;(d)remove or modify any program markings or any notice of SEWS proprietary rights;(e)copy,rent,lease,distribute,pledge,assign or otherwise transfer or allow any lien,security interest or other encumbrance on the Software;(f)use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;or(g)hack,manipulate,interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Software or its related systems,hardware or networks or any content or technology incorporated in any of the foregoing. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify SEW promptly of any such unauthorized access or use,and(ii)use the Software only in accordance with the Documentation and all applicable laws,rules and regulations. 3. UPDATES AND SERVICE LEVELS. 3.1. Provision of Updates and Maintenance SEW will provide regular Maintenance and Support, including by making available to Customer any modifications,bug-fixes,or security updates to the Software that SEW generally makes available to its customers,for no additional fee("Updates"). "Software"as defined herein will incorporate any Updates,as well as any custom upgrades provided to Customer pursuant to a Statement of Work as contemplated herein. 3.2. Service Level Availability:SEW will use commercially reasonable efforts to make the Software available in accordance with the Availability Service Level Agreement("SLA")stated hereunder.SEW will provide Availability(as defined below)of at least 99.5%each month as calculated below. "Availability"is calculated as follows: Availability=([#of minutes in month]-[#of minutes per month the Software is Unavailable])/[#of minutes in month] "Unavailable"means the Software is not available for access and use through Customers Internet connection,excluding any performance issues:(i) caused by factors outside of SEW's reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of SEW;(ii)that result from any actions or inactions of Customer or any third party;(iii)that result from Customer's equipment, software or other technology and/or third-party equipment,software or other technology(otherthan third-parry equipment within SEW s direct control); (iv)that result from any planned maintenance as described in this Agreement or(v)arising from SEWS suspension ortermination of Customer's right to use the Software. 4. FEES. 4.1. Fees.Fees shall be based upon the SEW Platform(s),modules,number of Subscribers,and Services selected from the Order Form and the pricing stated therein.Customer agrees to make all payments to SEW within thirty(30)calendar days after receipt of invoice.Late invoices will incur a late payment fee of 1.5%or the maximum allowable under the law,whichever is less.If Customers account is sixty(60)days or more overdue,SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement,without liability,until such payments are paid in full,or to terminate for cause. Fees under this Agreement shall additionally be exclusive of all taxes, levies,or duties imposed by taxing authorities,and Customer shall be responsible for all applicable taxes,levies,or duties hereunder. 5. INTELLECTUAL PROPERTY RIGHTS. 5.1. Customer Data. As between SEW and Customer, Customer owns the Customer Data. Customer hereby grants to SEW: (a)a non-exclusive, worldwide, royalty-free, fully paid up, non-sublicensable (except to contractors and service SEWs providing services on behalf of SEW), non- transferable(subject to Section 12.3)right and license to copy,distribute,display,create derivative works of and otherwise use the Customer Data(i) to perform its obligations under this Agreement,(ii)to internally improve its products and services and(iii)to create aggregated and/or anonymized data from such Customer Data (the"Aggregated Data); and (b) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sublicensable(through multiple tiers),transferable right and license to copy,distribute,display,create derivative works of and otherwise use the Aggregated Data. Customer reserves any and all right,title and interest in and to the Customer Data other than the rights and licenses expressly granted to SEW in this Section 5.1. 4