WYSE METER SOLUTIONS INC. INFORMATION PORTAL AGREEMENT TERMS

These Terms and Conditions (“Terms”) constitute an agreement between Wyse Meter Solutions Inc. (“Wyse”) and its customer (“Customer”) and apply to Customer’s use of the web portal (“Portal”) provided by Wyse that for the purpose of collecting, processing and analyzing submetering information and other relevant information as further described in Section 4 below. The Information relates to Customer’s premises under Customer’s submetering services agreement with Wyse (“Submetering Agreement”). By accessing or using the Portal Customer agrees to be bound by these Terms. Wyse reserves the right to update and change these Terms from time to time by posting the updated Terms in a manner accessible through the Portal or by sending such updated Terms by email. It is Customer’s responsibility to consult with these Terms from time to time to ensure that Customer is up to date on any changes. Continued use of the Portal indicates continued acceptance of these Terms. 1. Intellectual Property. The Portal (including the Information defined in Section 4 of this Portal Information Agreement) is protected by copyright, trademarks, database and other intellectual property rights. Customer may display and copy, download or print portions of the Information from the different areas of the Portal only for Customer’s business use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant Customer a license to use any trademark of Wyse or its affiliates. Customer further agrees not to use, change or delete any proprietary notices from materials or documents obtained from the Portal. 2. Privacy. Any and all personal information of tenants, unit owners, occupants and/or other individuals will be subject to Wyse’s Privacy Policy https://wysemeter.com/Media/media/Wyse_Privacy_Policy_New%20Address.pdf which sets out how Wyse collects, processes, stores, and uses such personal information. Customer shall comply with all applicable laws with respect personal information including consent requirements with respect to the disclosure of personal information. Wyse makes commercially reasonable efforts to store and maintain the information provided or otherwise disclosed by Customer including Customer’s account data in a secure operating environment that is not accessible to unauthorized persons, however, Wyse cannot guarantee complete security and Customer agrees that Wyse is not liable or responsible for any unauthorized disclosure of the information provided or otherwise disclosed by Customer. 3. Use Restrictions. Customer shall not: (i) use the Portal for reasons other than business purposes; (ii) use or access the Portal in violation of applicable laws, rules and regulations, including data privacy laws and regulations; (iii) sell, resell, license, lease, transfer, redistribute, assign or otherwise commercially exploit or make all or any part of the Portal available to any third party not authorized by Wyse; (iv) send, store, submit or upload inaccurate, libelous, unlawful or tortious material on or to the Portal; (v) send, store, submit or upload malicious or harmful code on or to the Portal; (vi) except to the extent necessary for the operation of the Portal, send, store, submit or upload any personal information of tenants, unit owners, occupants and/or other individuals on or to the Portal; (vii) interfere with or disrupt the integrity or performance of the cloud environment where the Portal is deployed; (viii) attempt to circumvent security restrictions or protocols for the cloud environment where the Portal is deployed; (ix) duplicate or reverse engineer the Portal, in whole or in part, or assist any other person to do so; (x) disclose the results of any benchmarking test; or (xi) remove or modify any proprietary markings or notices on any materials derived from the Portal. 4. Portal Content. The Portal makes available certain data, text, images, graphics, information and other content (collectively, the “Information”). The Information presented on the Portal is made available solely for general information purposes. Wyse does not warrant or otherwise guarantee the accuracy, completeness, timeliness or usefulness of, or fitness for any particular purpose, or otherwise endorse, the Information presented on the Portal. Any reliance placed on the Information is strictly at Customer’s risk. Wyse disclaims all liability and responsibility arising from any reliance placed on the Information by Customer or any person, or by anyone who may be informed of any of its contents. 5. Fees and Payment. The fees for use of the Portal shall be as agreed upon in writing by Wyse and Customer (plus HST or other applicable taxes). Fees are non refundable. Fees (plus applicable taxes) shall be deducted by Wyse from amounts payable by Wyse to Customer under the Submetering Agreement unless Customer and Wyse agree in writing that Customer will be invoiced for fees. Fees are charged and deducted monthly in advance, except that any invoices are payable upon receipt and are past due if not paid within thirty (30) days from the date of invoice. Late payments will be subject to interest of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate allowed by applicable law, whichever is less. Customer will pay any reasonable legal fees or other costs incurred by Wyse to collect any such delinquent amounts. Customer may not withhold (except as a result of a reasonable and good faith dispute of invoiced amounts communicated to Wyse in writing prior to the due date) or offset fees due to Wyse for any reason. 6. Term and Termination. Unless otherwise agreed in writing between Wyse and Customer, the term of this Information Portal Agreement and Customer’s access to the Portal shall be 12 months from the start date agreed upon between Wyse and Customer. This Information Portal Agreement, including access to the Portal, will terminate effective upon notice by either party to the other party if the other party (i) breaches any provision of these Terms (which includes the failure to pay any amount when due) and (ii) fails to cure such breach within thirty 14 days after written notice. This Information Portal Agreement including Customer’s access to this Portal automatically terminates if the Submetering Agreement terminates or expires. Wyse may terminate this Information Portal Agreement and Customer’s access to the Portal at any time by providing at least 30 days’ written notice. Nothing in this Information Portal Agreement gives Customer any right to terminate the Submetering Agreement. 7. Disclaimer of Warranty. This Portal and any services made available through the Portal (including the Information) is provided by Wyse on a strictly “as is” and “as available” basis. Wyse makes no representations, warranties, conditions, guarantees, or similar obligations, express or implied, with respect to the Portal and any services made available through the Portal (including the Information). Customer expressly agree that Customer’s use of the Portal and any services made available through the Portal (including the Information) is at Customer’s sole risk to the full extent permissible by applicable law. Wyse disclaims all warranties and conditions, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Wyse does not warrant or otherwise guarantee that the Information or other items included on or otherwise made available to Customer through the Portal are free of harmful components. 8. Limitation of Liability. Notwithstanding any other provision in these Terms, Customer agrees that Wyse will not be responsible or liable for any losses or damages of any kind arising from use of or reliance upon the Portal and any services made available through the Portal (including the Information). In no event and without limiting the generality of the foregoing, whether in contract or tort (including negligence), or otherwise, as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will Wyse be liable for: (i) any direct, indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) any loss of data, loss of use, cost of substitute goods or services, loss of savings, loss of profits, loss of goodwill or economic loss; even if Wyse has been advised of the possibility of such costs, losses or damages in advance. 9. Indemnification. Customer shall defend, indemnify and hold harmless Wyse from and against any and all suits, demands, claims, damages, losses, costs and expenses, including without limitation reasonable legal fees, resulting from or relating to: (i) any matter regarding Customer’s access to or use of the Portal (including through any passwords related to Customer’s account) and any services made available through the Portal (including the Information); and (ii) Customer’s breach of any provision of these Terms. Customer agrees to use best efforts to cooperate with Wyse in the defence of any such matter. Wyse reserves the right, at Customer’s expense, to assume the exclusive defence and control of any matter subject to indemnification by Customer. 10. Errors and Inaccuracies. Wyse reserves the right to change or update Information and to correct errors, inaccuracies, or omissions at any time without prior notice and without liability. Wyse does not warrant or otherwise guarantee that access to the Portal will be uninterrupted, timely, secure, or error-free. Wyse may discontinue all or part of the Portal and any services made available through the Portal (including all Information) at any time, in its sole discretion. 11. Suspension of Access. Wyse may, on written notice, suspend access to the Portal without liability if: (i) Wyse reasonably believes that the Portal is being used in violation of these Terms; (ii) Customer does not cooperate with reasonable investigation by Wyse of any suspected violation of these Terms; (iii) the Portal is accessed or manipulated by a third party without Customer’s consent; (iv) Wyse is required by law, or a regulatory or government body to suspend access to the Portal; (v) if any undisputed invoiced amounts remain unpaid by Customer for more than thirty (30) calendar days past the due date; or (vi) there is another event for which Wyse reasonably believes that the suspension of access to the Portal is necessary to protect the cloud environment in which the Portal is deployed. 12. Governing Law. This Information Portal Agreement including these Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable. 13. General. The obligation of Customer to pay in full any outstanding fees and other monies due will survive the termination or expiration of this Information Portal Agreement together with such other provisions that expressly or by implication are intended to survive expiration or termination of this Information Portal Agreement. If any provision of these Terms shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. This Information Portal Agreement (including these Terms) and the Submetering Agreement constitute the entire agreement between Wyse and Customer with respect to the use of and access to the Portal and any services made available through the Portal (including the Information). In the event of any conflict between these Terms and the terms and conditions of a document of the Customer (such as a purchase order), these Terms shall govern.