Beacon AMA Managed Solution Master Agreement - Badger Meter - Meter Reading Software for Water Works

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ADDER METER BEACO AMA MANAGED SOLUTION Badger Meter MASTER AGREEMENTt ale �I� reasonable efforts to (i) promptly notify Customer in advance; (ii) provide reasonable information regarding its identification of the issue that resulted in the actions taken; and (iii) reinstate Service upon resolution of the issue as soon as practicable and in any case within a reasonable timeframe. (d) Immediate Suspension. Badger Meter may suspend Customer's or an Authorized Users or Authorized Consumers right to access or use the Service immediately upon notice to Customer if Badger Meter determines: (i) Use of the Service poses a security risk to the Service, the Network or any third party, adversely impacts the Service, the Network or content of any other Badger Meter customer, or subjects Badger Meter or any third party to liability or fraud. (ii) Customer or one of its Authorized Users or Authorized Customers is in breach of this Agreement or is delinquent on its payments for more than fifteen (15) days. (iii) Badger Meter ceases to operate in the ordinary course, has an assignment for the benefit of creditors or similar disposition of its assets or becomes the subject of any bankruptcy, reorganization, liquidation dissolution or similar proceeding. (e) Reinstatement. Badger Meter will use commercially reasonable efforts to restore Customer's rights to use and access those portions of the Service or accounts that gave rise to the suspension promptly after Customer has resolved the problem giving rise to the suspension. (f) Effect of Suspension. If Badger Meter suspends Customer's right to access or use all or any portion of the Service or the Portal: (i) Customer remains responsible for all Service Fees and charges incurred through the date of suspension. (ii) Customer remains responsible for any applicable Service Fees and charges for any Services to which Customer has continued access as well as applicable fees and charges. (iii) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension. (iv) Badger Meter's right to suspend the Services is in addition to Badger Meter's right to terminate this Agreement. (18) COMPLIANCE WITH REGULATIONS; DATA PRIVACY. Each party is responsible for complying with industry standards and such applicable laws and regulations, including, but not ©2019 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 13 of 32