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ii. Calculations
<br />a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled
<br />Downtime in the Month.
<br />b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled
<br />to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at
<br />least seven (7) days in advance of commencement of the Scheduled Downtime.
<br />c. Non -Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application Is
<br />unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for
<br />unplanned maintenance or repair).
<br />iii. Exceptions. Exceptions mean the following events:
<br />• Force Majeure
<br />• Emergency Work, as defined below; and
<br />• Lack of Internet Availability, as described below.
<br />a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue
<br />during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy,
<br />mitigate, or otherwise address actual or potential harm, interruption, lass, threat, security or like concern to any of the Applica6on(s) CEmergeM
<br />Work"). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, resetting and other servicing of the
<br />hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the
<br />Customer is made available (the "Managed Systems"). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer
<br />when practicable and possible.
<br />b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public Internet
<br />or point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot
<br />control the flow of data to or from Sensus' networks and other portions of the Internet, and that such flow depends in part on the performance of
<br />Internet services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data
<br />transmitted through, andlor Customers connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will
<br />use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot
<br />guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events.
<br />iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue Customer the following
<br />Service Level Credits:
<br />,am^' Upti'�. calendar month -
<br />V
<br />Service level Credit
<br />Less than 99.0%but at least 97.5%
<br />5%of the monthly RNI SaaS Fees in which the service level default
<br />occurred (Note: SaaS fees are pre -paid annually and for purposes
<br />of SIA Credits are computed on a monthly basis.)
<br />Less than 97.5% but at least 95.0%
<br />10%of the monthly RNI SaaS Fees in which the service level
<br />default occurred
<br />Less than 95.0%
<br />20% of the monthly RNI SaaS Fees in which the service level
<br />default occurred
<br />Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which the service level default
<br />occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinafions, provided that such records and
<br />data must be made available to Customer for review and agreement by Customer. To receive a Service Level Credit Customer must issue a written
<br />request no later than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customers
<br />invoice within 2 billing cycles after Sensus' receipt of Customer's request and confirmation of the failure to meet the applicable Service Level Credit
<br />Service Level Credits will not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if
<br />Customer is not current in its undisputed payment obligations under the Agreement Service Level Credits are exclusive of any applicable taxes charged
<br />to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level
<br />Credits. Arry unused Service Level Credits at the lime the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED
<br />IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDY FOR SENSUS' FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY
<br />DEFECTIVE SAAS PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD
<br />EXCEED 20% OF THE ANNUAL RNI SAAS FEE.
<br />B. Data Center She -Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the
<br />following are the current arrangements regaling physical access m and support of the primary hardware components of the Managed Systems:
<br />i. The computer rooms) in which the hardware is installed is accessible only to authorized individuals.
<br />ii. Power infrastructure includes one or more unintemrptible power supply (UPS) devices and diesel generators or other alternative power for back-up
<br />electrical power.
<br />iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for
<br />humidity and temperature settings and control. Such air systems are supported by redundant bark -up and/orswitdwver environmental units,
<br />iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (d any) in real time.
<br />v. Dry pipe pre -action fire detection and suppression systems are provided.
<br />vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy.
<br />C. Responsibilities of Customer.
<br />i. Customer shall promptly pay all Software as a Service fees.
<br />ii. Customer may not (i) carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed
<br />Systems or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not
<br />limited to, Sensus, a Sensus employee or another user, or (ill) forge, falsify, disguise or otherwise manipulate any identification information associated
<br />with Customers access to or use of the Application(s).
<br />iii. The provisioning, compatibility, operation, security, support and maintenance of Customers hardware and software ("Customers Systems") is
<br />exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly conNudng and maintaining (i) the desktop
<br />environment used by Customer to access the Application(s) managed by Sensus; and (ii) Customers network router and firewall, if applicable, to allow
<br />Confidential I Page 10 of 14
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