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4.4. Invoice Disputes. Customer shall notify Itron in writing of any dispute with any invoice(along with substantiating
<br /> documentation and a reasonably detailed description of the dispute)within ten(10)days from the original invoice date. Invoices for
<br /> which no such timely notification is received shall be deemed accepted by Customer as true and correct,and Customer shall pay all
<br /> amounts due under such invoices within the period set forth in Section 4.3.The Parties shall seek to resolve all such disputes
<br /> expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 18("Disputes").
<br /> Notwithstanding anything to the contrary,each Party shall continue performing its obligations under this Agreement during any
<br /> such dispute,including,without limitation,payment by Customer of all undisputed amounts due and payable under this Agreement.
<br /> 4.5. Late Payment.Except for invoiced payments that Customer has timely disputed,all late payments shall bear interest at the
<br /> lesser of the rate of one percent(1%)per month or the highest rate permissible under applicable law,calculated daily and
<br /> compounded monthly. Customer shall also reimburse Itron for all reasonable costs incurred in collecting any late payments,
<br /> including,without limitation,attorneys'fees. In addition to all other remedies available under this Agreement or at law(which Itron
<br /> does not waive by the exercise of any rights hereunder),Itron shall be entitled to suspend the provision of any Services and/or
<br /> delivery of any Equipment if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for
<br /> fifteen(15)days following written notice thereof.
<br /> 4.6. No Setoff. Customer shall not withhold payment of any amounts due and payable under this Agreement by reason of any
<br /> setoff of any claim or dispute with Itron,whether relating to Itron's breach,bankruptcy,or otherwise.
<br /> 4.7.Taxes.All prices are exclusive of any taxes,however designated,including without limitation value added,sales and
<br /> withholding taxes which are levied or based upon the prices,charges or upon this Agreement.Customer shall pay any taxes related
<br /> to products and services provided pursuant to this Agreement(except for taxes based on Itron's net income)or shall present an
<br /> exception certificate acceptable to all relevant taxing authorities.Applicable taxes shall,to the extent practical,be billed as a
<br /> separate item on the invoice.The Parties agree to fully cooperate with one another regarding taxes and any related issues arising
<br /> from this Agreement. Customer will reimburse Itron for sales and use tax liability assessed against Itron but rightfully owed by
<br /> Customer arising from or related to transactions set forth herein.
<br /> 5.Documentation.Subject to Customer's compliance with this Agreement,including payment of all applicable Fees,Itron hereby grants
<br /> to Customer a non-exclusive,non-transferable,non-assignable,limited right to access and use the Documentation with the Services
<br /> and Equipment for its internal business purposes in the Territory. Itron will make its standard Documentation available via download.
<br /> Itron will provide Customer with download instructions.
<br /> 6.Service Offerings
<br /> 6.1.Access Rights and Restrictions.
<br /> 6.1.1.Access Rights.Subject to Customer's compliance with this Agreement,including payment of all applicable Fees,Itron
<br /> hereby grants to Customer,for the Subscription Term(s)purchased,a non-exclusive,non-transferable,non-assignable,limited
<br /> right to access and use the Service Offering(s)for its internal business purposes in the Territory.
<br /> 6.1.2.Restrictions on Use. Customer and its authorized users may not: (a)modify,translate or create derivative works of any
<br /> Service Offering or related Documentation;(b)copy,reproduce,distribute,republish,download,display,post or transmit any
<br /> portion of a Service Offering or related Documentation in any form or by any means;(c)sell,assign,transfer,lease or
<br /> sublicense any Service Offering;(d)allow any third party,other than authorized users,to access any Service Offering or related
<br /> Documentation without Itron's prior written consent;(e)use any Service Offering or related Documentation to provide services
<br /> to third parties,or otherwise use any Service Offering on a"service bureau"or"timesharing"or subscription basis;(f)reverse
<br /> engineer,disassemble,decrypt,extract or otherwise reduce any Service Offering to a human perceivable form or otherwise
<br /> attempt to determine the source code or algorithms of any Service Offering(except to the extent the foregoing restriction is
<br /> expressly prohibited by applicable law);(g)infringe any of Itron's or its providers'Intellectual Property Rights;(h)publicly publish
<br /> the results of any benchmark tests run on any Service Offering;(i)use any Service Offering or related Documentation to engage
<br /> in any fraudulent,illegal or unauthorized act;(j) introduce into or transmit through any Service Offering any material containing
<br /> software viruses,worms,trap doors,back doors,Trojan horses or other harmful or malicious computer code,files,scripts,
<br /> STANDARD NAM Cellular AMI (Water & Gas)
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