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6.1 .J. - Page 15
<br /> sEnsus
<br /> scheduled maintenance.
<br /> iii. "Non Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,in which access
<br /> to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the
<br /> Exceptions,as defined below(e.g.,due to a need for unplanned maintenance or repair).
<br /> 3. Exceptions."Exceptions"mean the following events:
<br /> I. Force Majeure;
<br /> ii. Emergency Work,as defined below;and
<br /> iii. Lack of Internet Availability,as described below.
<br /> 4. Emergency Work. In the event that Force Majeure,emergencies,dangerous conditions or other exceptional circumstances
<br /> arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is
<br /> necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss,
<br /> threat,security or like concern to any of the Application(s)("Emergency Work"). 5uch Emergency Work may include, but
<br /> is not limited to:analysis,testing,repair, maintenance,re-setting and other servicing of the hardware,cabling, networks,
<br /> 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
<br /> Work to Customer when practicable and possible.
<br /> 5. Lack of Internet Availability.Sensus shall not be responsible for any deterioration of performance attributable to latencies
<br /> in the public Internet or point-to-point network connection operated by a third party. Customer expressly acknowledges
<br /> and agrees that Sensus does not and cannot control the flow of data to or from Sensus'networks and other portions of the
<br /> Internet, and that such flow depends in part on the performance of Internet services provided or controlled by third
<br /> parties,and that at times,actions or inactions of such third parties can impair or disrupt data transmitted through,and/or
<br /> Customer's connections to,the Internet or point-to-point data connection (or portions thereof).Although Sensus will use
<br /> commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events,
<br /> Sensus cannot guarantee that such events will not occur.Accordingly,Sensus disclaims any and all liability resulting from or
<br /> relating to such events.
<br /> B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer,
<br /> Customer acknowledges the following are the current arrangements regarding physical access to and support of the primary
<br /> hardware components of the Managed Systems:
<br /> 1. The computer room(s)in which the hardware is installed is accessible only to authorized individuals.
<br /> 2. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other
<br /> alternative power for back-up electrical power.
<br /> 3. Air-conditioning facilities(for humidity and temperature controls)are provided in or for such computer room(s)and can be
<br /> monitored and adjusted for humidity and temperature settings and control.Such air systems are supported by redundant,
<br /> back-up and/or switch-over environmental units.
<br /> 4. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system
<br /> emergencies(if any)in real time.
<br /> 5. Dry pipe pre-action fire detection and suppression systems are provided.
<br /> 6. Data circuits are available via multiple providers and diverse paths,giving access redundancy.
<br /> C. Responsibilities of Customer
<br /> 1. Customer shall promptly pay all Software as a Service fees.
<br /> 2. Customer may not(i)carelessly,knowingly,intentionally or maliciously threaten,disrupt,harm,abuse or interfere with the
<br /> Application(s), Managed Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)
<br /> impersonate any person or entity, including, but not limited to,Sensus,a Sensus employee or another user;or(iii)forge,
<br /> falsify,disguise or otherwise manipulate any identification information associated with Customer's access to or use of the
<br /> Application(s).
<br /> 3. The provisioning,compatibility,operation,security,support,and maintenance of Customer's hardware and software,other
<br /> than the AMI System,("Customer's Systems")is exclusively the responsibility of Customer.Customer is also responsible,in
<br /> particular, for correctly configuring and maintaining (i) the desktop environment used by Customer to access the
<br /> Application(s) managed by Sensus; and (ii) Customer's network router and firewall, if applicable, to allow data to flow
<br /> between the Customer's Systems and Sensus'Managed Systems in a secure manner via the public Internet.
<br /> 4. Upon receiving the system administrator account from Sensus,Customer shall create username and passwords for each of
<br /> Customer's authorized users and complete the applicable Sensus registration process ("Authorized Users"). Such
<br /> usernames and passwords will allow Authorized Users to access the Application(s). Customer shall be responsible for
<br /> reasonably maintaining the security and confidentiality of each user ID and password pair associated with Customer's
<br /> account,and Sensus will not be liable for any loss,damage or liability arising from Customer's account or any user ID and
<br /> password pairs associated with Customer unless such loss, damage or liability is related to (a) a breach of Sensus'
<br /> REV:10-07-16 JS
<br /> CONFIDENTIAL I Page 12 EOM
<br /> ATTY1AGR.2016.295/Sensus USA Inc. -AMI Software Agreement
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