Badger Meter Beacon MAM Managed Solution Master Agreement

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BADGER METER Badger Meter BEACON AMA MANAGED SOLUTION • MASTER AGREEMENT (5) FEES. (a) Service Fees. Inconsideration for the right to access and use the Portal, Service and Documentation, Customer agrees to pay Badger Meter certain fees ("Service Fees') to obtain enterprise -wide access to the Portal, Service and Documentation, authorizing all of its Authorized Users and Authorized Consumers to use the Portal and Service and Documentation in accordance with the terms of this Agreement, pursuant to the pricing set forth in Exhibit 1 - Fees. (b) Taxes and Surcharges. Customer will be responsible to pay any sales, use, value added or excise taxes or surcharges as required by law resulting from use of the Portal, Service and Documentation by Customer, its Authorized Users or Authorized Consumers, excluding taxes due on Badger Meter's income. Customer will not be responsible for payment of taxes or surcharges resulting from its use of the cellular service included as part of the Service, as those charges are included in the Service Fees. (c) Updated Schedule of Fees. At least ninety(90) days prior to the expiration date of the Term ("Anniversary Date"), Badger Meter will provide Customer with an updated Schedule of Fees for the Service for the upcoming contract term. (6) RESTRICTIONS ON RIGHT TO USE. Customer agrees that Customer, its Authorized Users and Authorized Consumers will not use or permit or assist another to use the Portal, Service or Documentation in violation of this Agreement and will not: (a) Sell, license, resell, sublicense, or otherwise permit any third parties other than Authorized Users or Authorized Consumers to access or use the Portal, Service, or Documentation. (b) Remove patent, copyright, trademark or other intellectual property markings from the Portal, Service or Documentation. (c) Modify, alter, tamper with, repair or otherwise create derivatives from the Portal, Service or Documentation. (d) Copy, reverse engineer, disassemble or decompile the Portal, Service or Documentation or apply any other process or procedure to derive the source code from any software included in the Portal or Service. (e) Provide Customer Content that infringes on the intellectual rights of any person or entity or use the Portal, Service or Documentation in violation of the intellectual property rights of Badger Meter, its Suppliers or any third party. (f) Use the Portal or Service in a manner that violates any applicable international, federal, state or local laws, rules or regulations. ©2015 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 2 of 32