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TMO
<br />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 least
<br />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 />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 during
<br />TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or
<br />otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) ("Emergency Work"). Such
<br />Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re -setting and other servicing of the hardware, cabling,
<br />networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made
<br />available (the "Managed Systems"). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and
<br />possible.
<br />b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or
<br />point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control
<br />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 Internet
<br />services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted
<br />through, and/or Customer's connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially
<br />reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such
<br />events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events.
<br />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 />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 occurred.
<br />Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data must be
<br />made available to Customer for review and agreement by Customer. To receive a Service Level Credit, Customer must issue a written request no later
<br />than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customer's invoice within 2 billing
<br />cycles after Sensus' receipt of Customer's request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will
<br />not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its
<br />undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by
<br />Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service
<br />Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE
<br />SOLE AND EXCLUSIVE REMEDY FOR SENSUS', FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS
<br />PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF
<br />THE ANNUAL RNI SAAS FEE.
<br />B. Data Center Site -Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the
<br />following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
<br />i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals.
<br />ii. Power infrastructure includes one or more uninterruptible 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, back-up and/or switch -over 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 (if 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 Systems
<br />or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not limited to,
<br />Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identification information associated with
<br />Customer's access to or use of the Application(s).
<br />iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customers, Systems") is exclusively
<br />the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop environment used by
<br />Confidential I Page 7 of 12
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