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EXHIBIT A
<br /> Appendix B
<br /> SEW Notification Services Aareemertt
<br /> Smart Energy Systems, Inc. dba Smart Energy Water("Provider' or"SEW')has developed certain proprietary software applications and services for a
<br /> Customer,and the Parties have agreed that Provider will make the Services described in the Order Form available to the Customer hereunder.Therefore,in
<br /> consideration of the mutual covenants,terms,and conditions set forth below and in any relevant exhibits or documents,the adequacy of which is hereby
<br /> acknowledged,the Parties agree as follows
<br /> 1. Definitions
<br /> 1.1. "Monthly Uptime Percentage"shall refer to the difference between 100%and the percentage of time during which the Services are unavailable.
<br /> 1.2. "Services"shall refer to notification services for the SCM®Cloud Services platform utilized to establish form(s)of contact between the Customer
<br /> and end user of the SEW Cloud Services Platform,which include,but are not limited to, SMS text messaging,email,and interactive voice
<br /> response(IVR)services.
<br /> 1.3. "SEW Cloud Services Platform"shall refer to Customers deployment of the SCM®platform,or other applicable software of SEW sold through
<br /> an authorized reseller.
<br /> 1.4. "Term"shall mean the Term set forth in the applicable license agreement,SaaS subscription agreement,cloud services agreement,or if not
<br /> defined in an applicable signed writing,one(1)year from the Effective Date.
<br /> 2. Scope and General Terms
<br /> 2.1. SEW shall provide the following Services selected within the Order Form in accordance with the following terms and conditions.
<br /> 2.2. Customer may use the Services solely to:
<br /> a) Use and make the Services available to end users in connection with the use of SEW Cloud Services Platform.
<br /> b) Use the Services in connection with and as necessary for Customer's activities pursuant to these terms or the terms set forth in an
<br /> applicable license agreement,SaaS subscription agreement,or cloud services agreement.
<br /> c) Allow any affiliates to use the Services,subject to the terms hereunder.
<br /> 2.3. In relation to the Services provided under this Agreement,Customer agrees that:
<br /> a) Customer shall not transfer, resell, lease, license, or otherwise make available the Services or SEW Cloud Services Platform to third
<br /> parties or offer it on a standalone basis,or make any representation,warranty,or guarantee to any end user or third party on behalf of
<br /> SEW concerning the Services.
<br /> b) SEW shall be entitled to use any Customer data that is necessary to provide the Services.
<br /> c) Customers use of the Services does not violate the terms of this Agreement.
<br /> d) Customer shall not use the Services or SEW Cloud Services Platform to create,train,or improve(director or indirectly)a substantially
<br /> similar product or service.
<br /> e) Customer shall not reverse engineer,decompile,disassemble,or otherwise create,attempt to create or derive,or permit or assist anyone
<br /> else to create or derive the source code of any Services or SEW Cloud Services Platform provided in connection with this Agreement.
<br /> 2.4. SEW shall make the Services available and guarantee a Monthly Uptime Percentage of 99.5%,notwithstanding any unavailability or performance
<br /> issues of the Services caused by or as a result of the following(collectively,the"Exclusions"):
<br /> a) Factors that are outside of SEWS reasonable control,including,without limitation,any force majeure event,telecommunications provider-
<br /> related problems or issues,internet access or related problems occurring beyond the point in the network where SEW maintains access
<br /> and control of the Services.
<br /> b) Any actions or inactions of Customer or any third party.
<br /> c) Any Customer application(s),equipment,software,or other technology,third party equipment,software,etc.not authorized for use with
<br /> the Services.
<br /> d) Routine or scheduled maintenance for which SEW will provide at least twenty-four(24)hours of advanced notice.
<br /> e) Problems or issues related to alpha,beta,or not otherwise generally available in SEW features or products.
<br /> 2.5. Notification Services shall commence at the rates and volumes selected by Customer in the Order Form.
<br /> a) In the event that Customer exceeds the number of emails per month selected,SEW shall automatically escalate Customer to the next
<br /> service tier and corresponding rates.Customer shall thereafter be invoiced according to the rales set forth for the escalated tier for the
<br /> remaining Term for such Order Forth.
<br /> b) At any time during the Term of the Order Form,Customer can contact SEW to request to be change their service to a lower tier.Such
<br /> changes to revert to a lower tier and corresponding rates can be made only once during a twelve month period.Customer shall not be
<br /> entitled to any credits for unused volumes when reverting to a lower service tier after having been escalated to a higher tier as a result of
<br /> having exceeded notification volume limits.
<br /> c) In the event Customer requires a higher notification Volume SLA tier in order to meet increased demand or to ensure timely delivery of the
<br /> Services for Customers end users, Customer shall contact SEW detailing the Email Volume SLA or SMS Volume SLA tier customer
<br /> wishes to upgrade to.
<br /> 3. Term
<br /> 3.1. The Initial Term of this Agreement shall begin on the Effective Date and continue for the Term as stated in the applicable Order Form.
<br /> 4. Renewals
<br /> 4.1. This Agreement shall automatically renew upon the expiration of the Initial Term as stated in the Order Form for one(1)year intervals("Renewal
<br /> Term"),unless terminated by Customer by providing written notice to SEW ninety(90)days prior to the expiration of the Term.For the avoidance
<br /> of doubt,SEW shall not be required to refund any previously paid fees,regardless of when termination occurs during the Term or Renewal Term.
<br /> 5. Fees
<br /> 5.1. Fees for the Services shall be set forth in the Order Form.Customer shall be invoiced for applicable one-time initial setup fees,maintenance and
<br /> support fees, and monthly service type fees upfront upon signing of this Agreement and annually thereafter if applicable.The usage fees
<br /> applicable to inbound and outbound SMS messaging or voice call messages that are selected by the Customer shall be invoiced based on
<br /> monthly intervals.Customer agrees to make all payments to SEW within thirty(30)calendar days after receipt of invoice.Late invoices will incur
<br /> 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,
<br /> SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement,without liability, until such
<br /> payments are paid in full,or to terminate for cause. Fees under this Agreement shall additionally be exclusive of all taxes,levies,or duties
<br /> imposed by taxing authorities,and Customer shall be responsible for all applicable taxes,levies,or duties hereunder.
<br /> 6. Warranty and Liability
<br /> 6.1. DISCLAIMER OF WARRANTY.WITH THE EXCEPTION OF THE SERVICE LEVEL COMMITMENT SET FORTH IN SECTION 2.4,THE
<br /> SERVICES UNDER THIS AGREEMENT ARE PROVIDED"AS-IS,"EXCLUSIVE OF ANY WARRANTY,INCLUDING,WITHOUT LIMITATION,
<br /> ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
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