Laserfiche WebLink
BADGER METER �tiR IPAN� <br />BEACONAMA MANAGED SOLUTION �r <br />Badger Meter MASTER AGREEMENT <br />its warranty claim. Customer's exclusive remedy for a breach of the express limited warranty is <br />a Service credit to be calculated in accordance with Exhibit 2 - Service Level Agreement. <br />(d) DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED <br />WARRANTY SET FORTH IN SECTION 11(b), BADGER METER MAKES NO OTHER <br />EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE PORTAL, <br />SERVICE OR DOCUMENTATION. BADGER METER EXPRESSLY DISCLAIMS ANY <br />OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PORTAL, <br />SERVICE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED <br />WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT, FITNESS FOR A <br />PARTICULAR PURPOSE, QUIET ENJOYMENT, OR IMPLIED WARRANTIES ARISING <br />FROM A COURSE OF DEALING, INDUSTRY PRACTICE OR USAGE OF TRADE. <br />BADGER METER EXPRESSLY DISCLAIMS THAT THE PORTAL AND SERVICE WILL BE <br />UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND <br />EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE RELIABILITY, QUALITY, <br />SECURITY, CONDITION, DESIGN, SUITABILITY, INTER -OPERABILITY, <br />AVAILABILITY, COMPLETENESS OF THE PORTAL OR SERVICE OR THAT ANY <br />CONTENT, INCLUDING THE CUSTOMER CONTENT, WILL BE SECURE OR NOT <br />OTHERWISE LOST OR DAMAGED. <br />(e) ESSENTIAL TERMS. THE ENFORCEABILITY OF THIS SECTION (11) IS ESSENTIAL <br />TO BADGER METER'S WILLINGNESS TO ENTER INTO THIS AGREEMENT WITH <br />CUSTOMER. <br />(12) LIMITATION OF LIABILITY. IF ANY PARTY DEFAULTS IN ITS OBLIGATIONS UNDER <br />THIS AGREEMENT AND SUBJECT TO THE LIABILITY CAP SET FORTH IN SECTION (13): <br />(a) DIRECT DAMAGES. THE NON -BREACHING PARTY WILL BE ENTITLED TO <br />RECOVER FROM THE BREACHING PARTY ONLY THE ACTUAL AND DIRECT <br />DAMAGES THAT THE NON -BREACHING PARTY MAY INCUR AS A RESULT OF SUCH <br />BREACH. <br />(b) LIMITS ON DAMAGES. EXCEPT FOR PAYMENT OBLIGATIONS (i) ARISING <br />UNDER SECTIONS (14) AND (15) (INDEMNIFICATION), (ii) DAMAGES FOR GROSS <br />NEGLIGENCE, OR WILLFUL MISCONDUCT OR CLAIMS FOR VIOLATION OF THE <br />OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY NOR ANY OF <br />ITS RESPECTIVE AFFILIATES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE <br />OTHER PARTY, AN AUTHORIZED USER, AUTHORIZED CONSUMER OR ANY THIRD <br />PARTY FOR ANY CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES, FINES, <br />JUDGMENTS SETTLEMENTS, COSTS, EXPENSES, ATTORNEY'S FEES, AND COURT <br />COSTS OR ANY OTHER LIABILITIES OF ANY NATURE WHATSOEVER, INCLUDING <br />©2019 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 7 of 32 <br />