Customer Services Agreement

The terms and conditions of this customer services agreement ("Agreement") create a legally binding agreement between you (the "Customer") and Axis Meter Solutions ("Axis Meter") governing the Customer's use of the Services (as defined below). In the event of a conflict between the Agreement and any applicable laws, such applicable laws shall prevail. Please read the following terms and conditions carefully.

By opening an account with Axis Meter, the Customer acknowledges and agrees to the terms and conditions of this Agreement. Please visit our Privacy Policy for more information about how we process your personal information and your data privacy rights.

1. Services Provided

The Customer acknowledges that Axis Meter will provide the following Services to the Service Unit:

• (a) Axis Meter shall measure, read, record, and/or allocate the Commodity use for the Service Unit, as applicable.
• (b) If Axis Meter owns any submetering system located at the Premises, Axis Meter shall ensure such submetering system is operating properly.
• (c) Axis Meter shall, monthly, prepare invoices showing the amount of the Commodity consumed at or allocated to the Service Unit, as applicable, and the amount payable by the Customer for the Commodity consumed or allocated and the Services. In the event that consumption is measured by a submetering system and meter readings are not scheduled or available, Axis Meter reserves the right to issue invoices based on estimates.
• (d) Axis Meter shall issue monthly invoices by email, mail, or make monthly invoices available over the internet through the Customer portal at myaccount.axismeter.com. Unless otherwise specified by the Customer, Axis Meter shall email the monthly invoices to the Customer at the email address provided by the Customer.
• (e) Axis Meter shall provide customer service in respect of general inquiries and records retrieval. Specific services may be provided on a fee-for-service basis in accordance with applicable laws.

2. Consent to Services and Payment of Service Fees

The Customer consents to the provision of the Services and agrees to pay the Service Fees for the Services provided by Axis Meter under this Agreement as set forth in the invoices delivered by Axis Meter and in accordance with applicable laws.

3. Property Owner Authorization

The Customer acknowledges that the developer, the owner, the condominium corporation, strata corporation, co-operative corporation, and/or the authorized agent, as applicable, of the Premises has contracted with Axis Meter for the provision of the Services, including meter reading, billing, and/or collection services. The Customer further acknowledges and consents to such parties sharing with Axis Meter information to establish an account for the Customer including, but not limited to, the Customer's contact information (name, unit number, address, email address, and telephone number) and the occupancy and/or tenancy date.

4. Effective Date and Account Setup

The Customer agrees to pay the Service Fees and all costs and expenses relating to the supply of the Commodity to the Service Unit as of the effective date (which is the earlier of the interim occupancy date, closing date, occupancy date, or conversion date, as applicable, and/or the date when Axis Meter has installed any submetering system in respect of the Service Unit). In the event that the Customer does not have an account with Axis Meter, the Customer agrees to contact Axis Meter by telephone at 226-702-5500 or by email at info@axismeter.com to set up an account on or before the effective date.

5. Owner Responsibility for Tenant Accounts

In the event the Customer is the purchaser/owner of the Service Unit and such Service Unit is rented out by the Customer and the costs and expenses relating to the supply of the Commodity are not included in the rent, the Customer may arrange for its tenant to establish an account with Axis Meter. The Customer acknowledges and agrees that they shall be responsible in the event that the tenant fails to pay any amount owing to Axis Meter relating to such Service Unit.

6. Infrastructure Responsibility

The Customer acknowledges that Axis Meter is not the owner of, nor is it responsible for the operation or condition of the electrical, gas, water, and mechanical infrastructure at the Premises (other than any submetering system owned by Axis Meter), including but not limited to all wires, switches, valves, piping, regulators, outlets, electrical panels, or fixtures. Furthermore, Axis Meter is not in any way in control of or responsible for the supply of the Commodity to the property on which the Premises is situated.

7. Modifications to Downstream Systems

The Customer shall not change or modify, or permit any other person to change or modify, any of the downstream piping or appliances from the submetering system, unless it has provided Axis Meter with at least sixty (60) days' prior written notice of such change or modification, including any applicable drawings. Should the Customer become aware of any such change or modification by any person other than Axis Meter, the Customer shall notify Axis Meter forthwith. Axis Meter shall have the right to require reasonable modifications to accommodate the submetering system and/or ensure its safe and continued operation. In the event that such change or modification affects the operation of the submetering system, the Customer shall be responsible for all costs and expenses incurred by Axis Meter for any resulting work.

8. Maintenance and Repair

If Axis Meter owns the submetering system, Axis Meter shall be responsible for the maintenance and repair of such submetering system. If, in response to a request by the Customer for an inspection, Axis Meter determines that the submetering system did not require any maintenance or repair, the Customer may be responsible for the cost of such inspection, in accordance with applicable laws. The Customer will not, directly or indirectly, interfere with the operation of, or remove, relocate, suspend, disconnect, alter, terminate, or damage Axis Meter's submetering system and agrees to indemnify Axis Meter in respect of any losses, costs, expenses, or damages caused thereby.

9. Access to Submetering System

The Customer agrees to provide Axis Meter, its agents, contractors, and employees and any other persons authorized by Axis Meter with access to any submetering system and Service Unit at all reasonable times and with reasonable notice for purposes of inspection, maintenance, repair, or removal of the submetering system and the provision of the Services.

10. Charges for Commodity

The Customer agrees that the charges for the Commodity supplied to the Service Unit will comprise of: (i) in the event that consumption is measured by the submetering system, Commodity consumption charges based on measurements by the submetering system for the Service Unit, or in the event that Commodity charges are allocated to the Service Unit, such charges will be allocated based on square footage, occupancy, occupancy factor, number of bathrooms or plumbing fixtures, or as otherwise determined by the owner of the Premises; (ii) the Service Fees; and (iii) other charges which may be payable from time to time, including but not limited to a pass-through of all or a portion of a rental charge for equipment. The Customer acknowledges and agrees that these charges are based on rates which may change at any time in accordance with applicable laws.

11. Payment Terms

The Customer agrees to pay on or before the due date the amounts owing under this Agreement in the manner specified on each invoice. Interest will be charged on any amount not received by the due date at the rate of 1.5% compounded monthly (19.56% per annum) from the due date until receipt of such amount and all accrued interest. The Customer will be responsible for any collection costs. All dollar amounts referred to in this Agreement are in lawful money of Canada and are exclusive of applicable taxes, such as the Goods and Services Tax and the Provincial Sales Tax (which shall be paid by the Customer). Axis Meter shall have the right to report payment history about the Customer's account to credit reporting agencies to manage collections and business risks.

12. Non-Payment and Disconnection

If the Customer fails to pay electricity or electricity-related charges due to Axis Meter under this Agreement, then Axis Meter, after lawful demand and notice to the Customer and subject to applicable laws, shall be entitled, in addition to any other remedies available to it at common law or pursuant to any statute, to take any action(s) based on such non-payment, including but not limited to disconnection, termination, or limitation of the delivery of electricity to the Service Unit until such time as such charges are paid in full.

13. Security Deposit

The Customer agrees to be subject to the security deposit policy of Axis Meter (which, with respect to electricity submetering services in Ontario, is consistent with Ontario Energy Board requirements). A security deposit may be included in invoice(s) issued to the Customer, in accordance with applicable laws, if the Customer does not satisfy the conditions for waiver of a security deposit. Axis Meter may, at its own discretion, waive the requirement for a security deposit.

14. Force Majeure

Axis Meter shall not be in default of the performance of any of its obligations or covenants contained in this Agreement during any period when Axis Meter is prevented from such performance by reason of a strike, lock-out, labour disruption, unavailability of materials, by operation of law, fire, civil insurrection, flood, epidemic, pandemic, act of God, act of terrorism, or any other condition which is beyond the control of Axis Meter, and any period stipulated for the performance of any such obligation shall be extended accordingly. For greater certainty, financial inability shall not constitute a force majeure event.

15. Single Invoice and Payment Application

The Customer acknowledges that Axis Meter may issue a single invoice for the provision of the Services. In the event the Customer makes a partial payment of any such single invoice, Axis Meter shall, in accordance with applicable laws, apply such partial payment towards amounts owing in respect of electricity submetering services first, and then Axis Meter has the sole discretion to apply the balance towards amounts owing in respect of any water, gas, or thermal energy submetering services.

16. Limitation of Liability

Axis Meter shall not be liable under any circumstances whatsoever for any loss of profits or revenues, business interruption loss, loss of contract, or loss of goodwill, or for any direct, indirect, consequential, incidental, or special damages, including but not limited to punitive or exemplary damages, whether any of the said liabilities, losses, or damages arise in contract, tort, or otherwise, whether or not such damages were foreseeable, and even if the Customer has been advised of the possibility of such damages. In no event shall the aggregate liability of Axis Meter arising out of or related to this Agreement exceed the aggregate amount of Service Fees paid to Axis Meter during the twelve (12) month period prior to the date of any claim by the Customer for damages. This limitation of liability will apply to the fullest extent permitted by law and will survive the termination of this Agreement.

17. Disclosure of Information

Consistent with the terms of Axis Meter's Privacy Policy, Axis Meter may disclose information about the Customer, the Service Unit, and Axis Meter's dealings with the Customer, including consumption, allocation, and payment information, to each of the landlord, property manager, developer, condominium corporation, and/or owner of the Premises (each an "Information Recipient"). The Customer hereby consents to such disclosure. Axis Meter is not responsible or liable for the use, disclosure, retention, or handling of the disclosed information by any Information Recipient.

18. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

19. Liability of Officers and Employees

No director, trustee, officer, shareholder, employee, agent, or other contractor of Axis Meter shall be liable at law to the Customer, an occupier of the Service Unit, or a visitor to the Premises or Service Unit for any claim for damages or other legal remedy which is based in any way on the consequences flowing from utility disconnection due to the Customer's failure to pay invoices or otherwise.

20. Move-Out Procedure

The Customer shall provide written notice to Axis Meter of their intent to sell, rent, vacate, and/or assign the Service Unit and of their forwarding address. This notice must be provided to Axis Meter at least thirty (30) days prior to the Customer vacating the Service Unit and must also specify the date upon which the Customer intends to vacate. Upon the Customer vacating the Service Unit, Axis Meter will complete a final reading for billing purposes. The Customer will be mailed a final invoice within fifteen (15) days of the final reading and any deposit held by Axis Meter shall be applied towards payment of the invoice. Where there is a balance left to the credit of the Customer after payment of the invoice, the balance of the deposit shall be forwarded by Axis Meter to the Customer. Where the Customer fails to comply with this clause, the Customer's obligation to pay Axis Meter for the Services shall continue until Axis Meter has completed a final reading and the final invoice is paid.

21. Termination

The Services provided under this Agreement may be terminated by Axis Meter by giving the Customer notice thereof, in which case Axis Meter may conduct a final reading on the termination date and render a final invoice in respect of the Services. The Customer may terminate this Agreement only in accordance with the move-out procedure set out in Section 20 above.

22. Communications Consent

Consistent with the terms of Axis Meter's Privacy Policy, the Customer hereby consents to recurring account-related phone calls, text messages (SMS), emails, and/or mail from Axis Meter and its authorized service providers. For SMS campaigns: message and data rates may apply, reply STOP to opt-out, reply HELP for help.

From time to time, Axis Meter may provide the Customer with information about other services or products that may be of interest, and may also periodically provide information concerning utility cost savings and conservation measures to assist in reducing consumption and related costs. The Customer may, by giving Axis Meter sixty (60) days prior written notice, withdraw such consent as detailed in Axis Meter's Privacy Policy.

23. Privacy

The Customer consents to Axis Meter's collection, use, disclosure, retention, handling, or other processing of the Customer's personal information in accordance with Axis Meter's Privacy Policy and as otherwise permitted by applicable law.

24. Severability

If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable, said provision shall be severed and the remainder of this Agreement shall continue to remain in full force and effect.

25. Successors and Assigns

Everything contained in this Agreement shall extend to and be binding upon the respective heirs, executors, administrators, successors, and permitted assigns of each party hereto. Axis Meter may assign any of its rights and obligations under this Agreement and upon such assignment, Axis Meter is released from any further obligations to the Customer under this Agreement. All obligations of the Customers under this Agreement shall be deemed joint and several obligations and provisions of this Agreement relating to payment for the Services shall be binding on the Customer after the date the Customer vacates the Service Unit or terminates this Agreement and shall remain binding until such time as all payments required to be made under this Agreement have been paid.

26. Entire Agreement

Subject to applicable laws, this Agreement constitutes the entire agreement between the parties, and the Customer acknowledges that there are no oral or written agreements, representations, or undertakings whatsoever, and no subsequent or concurrent alteration or waiver of the terms of this Agreement shall be valid unless it be in writing and signed by the parties or their authorized representatives; provided, however, the Customer acknowledges and agrees that Axis Meter reserves the right at any time to modify and change this Agreement without notice to the Customer by posting updated terms and conditions on its website and such amendments are effective as of the date of posting. The Customer's continued use of the Services will be deemed acceptance of the updated terms and conditions.

27. Notices

Any notice required or permitted under this Agreement may be given by Axis Meter to the Customer by ordinary mail sent to the Premises (or the mailing address, in the event a mailing address is provided by the Customer), in which case the notice shall be deemed to have been received in accordance with applicable laws. The Customer shall give any notices to Axis Meter by email or ordinary mail to: