SAAS AGREEMENT
This Software as a Service (SaaS) Agreement (the “Agreement”), dated as of June 30th, 2025 (the “Effective Date”), is by and between:
“Provider”:
i2M LLC DBA STREAMETRIC
801 Corporate Center Dr, Suite 128
Raleigh, NC, 27607
and
“Customer”: User
WHEREAS, Provider provides access to its software-as-a-service offerings to its customers;
WHEREAS, Provider is the owner of a proprietary cloud-based Supervisory Control and Data Acquisition (SCADA) software, edge software, firmware, hardware, and connectivity platform, known as STREAMETRIC (the “Software”); and
WHEREAS, Customer desires to access certain software-as-a-service offerings described herein, and Provider desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1 Definitions
| Account | An environment with a Unique ID provided to Customer signifying registration with STREAMETRIC associated with use of the System Software. A Customer may have established multiple accounts. |
| Active Subscription | STREAMETRIC-approved access to Software for which payment has been made and terms and conditions have been accepted by Customer. |
| Authorized Users | Customer or employees, agents, or contractors of Customer who are entitled to access and use the Software pursuant to this Agreement. Authorization requires payment by Customer and acceptance of terms and conditions by User. |
| Confidential Information | Anything disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, Software, Customer Data, business plans, financial information, technical information, and pricing. |
| Customer Data | Any data, information, or material submitted or uploaded by Customer or Authorized Users to the Software or collected from equipment associated with a Customer’s account. |
| Device | STREAMETRIC hardware that exchanges data with customer equipment and the STREAMETRIC application. |
| Fees | The pricing for the STREAMETRIC Software, hardware, and services. Fees are set in STREAMETRIC Proposal. |
| Intellectual Property Rights | All patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered |
| IP | Short for “Intellectual Property” |
| License | Permitted access to specific software features, a device, site, or equipment. |
| Payment Schedule | Interval in which invoices are sent, and payments are due. For Subscriptions, payments are generally due in advance for the full Subscription Term, unless stated otherwise in writing by STREAMETRIC. |
| Proposal | The document, electronic form, or webpage specifying the details of products or services offered by STREAMETRIC and their associated fees and terms. A Proposal might have different titles, for example: “quote”, “estimate” or “price list |
| Renewal Date | The last day of a subscription term. |
| Renewal Term | The period of time for which a subscription will be renewed (default: 12 months). |
| Reseller | A third party (not STREAMETRIC) through which the Software was acquired by Customer. |
| Site | A location at which Customer operates equipment that is monitored by STREAMETRIC. |
| SLA | Short for “Service Level Agreement” |
| Software | Program(s) provided by Provider, including the STREAMETRIC cloud-based SCADA platform, firmware or embedded programs, as well as any updates, upgrades, modifications, or enhancements thereto, provided by Provider as a service or under a perpetual license. |
| Subscription Term | The period of time for which a Subscription is active and the Customer is authorized to access and use the Software, as specified in the Proposal. |
1. License Grant and Scope of Use
1.1 License Grant: Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable, revocable license during the Subscription Term to access and use the Software for a specified Site solely for Customer’s internal business operations.
1.2 Scope of Use: The scope of Customer’s use of the Software is as specified in a Proposal, including any limitations on the number and location of Sites, Devices, Licenses, Authorized Users, data storage, or other usage metrics. Customer agrees to comply with all such limitations.
1.3 Authorized Users: Customer is responsible for (a) ensuring that all Authorized Users comply with the terms of this Agreement, and (b) maintaining the confidentiality of all user credentials and access information. Customer shall promptly notify Provider of any unauthorized access or use of the Software.
1.4 Restrictions: Customer shall not:
1.4.1 modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software;
1.4.2 rent, lease, loan, sell, resell, distribute, or otherwise transfer rights to the Software to any third party;
1.4.3 use the Software for timesharing or service bureau purposes;
1.4.4 remove or alter any proprietary notices or labels on the Software;
1.4.5 use the Software in any way that violates any applicable law or regulation;
1.4.6 interfere with or disrupt the integrity or performance of the Software or the data contained therein;
1.4.7 attempt to gain unauthorized access to the Software or its related systems or networks
2 Customer Data
2.1 Ownership of Customer Data: Customer retains all right, title, and interest in and to the Customer Data. Provider acknowledges that it has no ownership rights in the Customer Data.
2.2 Use of Customer Data: Provider will access and use the Customer Data for the purpose of providing the Software and related services to Customer, including technical support, maintenance, and as otherwise required by law, and may access and use the Customer Data generally to develop analytical models and to improve the Software, with any such general use of said Customer Data being in compliance with any applicable law.
2.3 Data Security: Provider shall implement and maintain reasonable and appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, use, disclosure, or loss, in accordance with industry standards and applicable data protection laws.
2.4 Data Backup and Recovery: Provider will maintain commercially reasonable backup and recovery procedures for Customer Data. However, Customer is responsible for maintaining its own backups of Customer Data to the extent it deems necessary.
2.5 Data Retention and Deletion: Upon ending of an Active Subscription, Provider will retain Customer Data for 60 days for any Site(s) no longer associated with an Active Subscription, during which time Customer may retrieve its data. After such period, Provider may securely delete or destroy Customer Data in accordance with its standard procedures and applicable law.
2.6 Feedback: Data concerning performance, issues, updates, and general feedback belongs to STREAMETRIC.
3 Fees and Payment
3.1 Fees: Customer shall pay Provider fees for Hardware, Software Licenses, and Services as set forth in a Proposal (“Fees”).
3.2 Payment Terms: Conditions under which Fees are payable as set forth in a Proposal which may include a Payment Schedule. Unless otherwise stated in the Proposal, all fees are payable in USD and are non-refundable. Unless specified otherwise in the proposal, the payment terms are due in full at 30 days. All fees collected are considered earned in full at 30 days.
3.3 Taxes: All Fees are exclusive of any applicable sales, use, value-added, or other taxes, duties, or assessments (other than taxes on Provider’s net income), which shall be the responsibility of Customer.
3.4 Late Payments: Any payments not received by Provider or Reseller within 30 days of the due date may be subject to a late payment charge of 5% per month beyond the due date or the maximum rate permitted by law, whichever is less. Provider reserves the right to suspend or cancel Customer’s access to the Software if any Fees are not paid to Provider or Reseller within 60 days of when due.
3.5 Price Changes: Provider reserves the right to change the Fees upon 30 days’ prior written notice to Customer. Price changes for an Active Subscriptions will become effective with the next Renewal of their Subscription Licenses.
3.6 Price Protection for Active Subscriptions: Prices changes for an Active Subscription can be raised by no more than 7% per year or the annual inflation rate as defined by the U.S. Bureau of Labor Statistics, whichever is higher.
3.7 Auto-Renewal: Active Subscriptions automatically renew on the Renewal Date under the Renewal Term unless Customer cancels in writing at least 30 days prior to the Renewal Date. Provider will notify Customer about upcoming Renewals and the Fees for the renewal at least 60 days before the Renewal Date. Unless agreed otherwise by both parties, the standard Renewal Term is 12 months.
3.8 Payment Schedule: The timing of when Fees are to be paid as set out in a Proposal. billing and payment schedule will be annual, unless otherwise agreed by Provider and Customer.
3.9 Bundle Subscription Licenses: If Customer purchased multiple Active Subscriptions, the Customer may request to bundle all Subscriptions in 1 renewal and billing period. In the event of bundling, Provider may pro-rate some Active Subscriptions to align differing Subscription Terms.
4 Service Levels and Support
4.1 Service Levels: Provider will use commercially reasonable efforts to make the Software available in accordance with the Providers Service Level Agreement (“SLA”).
4.2 Technical Support: Provider will provide technical support to Customer in accordance with the terms outlined in the Customer Support Policies.
4.3 Maintenance: Provider will perform necessary maintenance and updates to the Software. Provider will use commercially reasonable efforts to provide Customer with advance notice of any scheduled downtime for maintenance.
5 Confidentiality
5.1 Obligation of Confidentiality: Each party agrees to protect the confidentiality of the other party’s Confidential Information and shall not use or disclose such Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement.
5.2 Trade Secrets: All Confidential Information shared by Provider shall be considered related to or itself a Trade Secret regardless of whether expressly marked as “Confidential” or a “Trade Secret.” All information shared by Provider that would reasonably be considered to be of business value to Provider shall be considered Confidential Information unless identified otherwise.
5.3 Exceptions: The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or legal process.
5.4 Confidentiality Term: The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 2 years.
6 Intellectual Property
6.1 Provider IP: Provider owns all right, title, and interest in and to the Software, including all Intellectual Property Rights therein. Customer acknowledges that it is acquiring only a limited right to access and use the Software as a service and that no ownership rights are being transferred to Customer. Provider owns all analytics associated with use of the Software. Any Customer Data used for analytics will be treated as Confidential.
6.2 Customer IP: Customer owns all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. Customer understands that Provider has a right to use, process, and analyze Customer Data necessary for providing, maintaining, and improving the Service.
6.3 Feedback: Customer may provide suggestions, comments, or other feedback to Provider regarding the Software (“Feedback”). Provider shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, and otherwise exploit such Feedback for any purpose without any obligation to Customer.
7 Term and Termination
7.1 Term: This Agreement is valid as long as Customer has at least 1 Active Subscription. The Agreement automatically ends 60 days after the termination of all Active Subscriptions with any exceptions noted herein. Confidentiality obligations continue for no less than two (2) years after the termination of the last Active Subscription.
7.2 Termination for Cause: Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within a reasonable time not to exceed 10 days after receiving written notice thereof.
7.3 Effect of Termination: Upon termination or expiration of this Agreement:
7.3.1 Customer’s right to access and use the Software shall immediately cease.
7.3.2 Customer shall return or destroy all copies of Provider’s Confidential Information in its possession or control.
7.3.3 Provider shall make the Customer Data available to Customer for retrieval for a period as outlined in Section 2.5. After such period, Provider may delete the Customer Data in accordance with its standard procedures.
7.3.4 Any outstanding Fees owed by Customer to Provider shall become immediately due and payable. This includes Licenses that Customer ordered that have not been billed yet. There is no refund in case of a Termination by Customer. There is no refund in the event of a Termination by Provider for Cause.
7.3.5 Sections 1.4, 2, 5 and 6 shall survive termination or expiration of this Agreement.
8 Indemnification
Customer shall indemnify, defend, and hold harmless Provider from and against all Losses incurred by Provider resulting from any Action by a third party alleged to arise out of or result from any use of the Subscription Services by Customer or any Authorized User that is beyond the scope of or otherwise fails to conform to the express requirements or restrictions of this Agreement or any authorization or approval given in writing by Provider to Customer or such Authorized User.
9 Disclaimer and Limitation of Liability
THE SERVICES AND THE HARDWARE ARE BOTH PROVIDED “AS IS” AND THE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, unless expressly agreed by the parties in writing. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.