Agmt21 E & M Electric and Machinery, Inc.

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1 AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS) 1. YOU AGREE THAT CUSTOMER WILL BE BOUND TO THE TERMS OF THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”); 2. YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER; AND 3. YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREED TO THE TERMS OF THIS AGREEMENT. ALTERNATIVELY, BY USING THE PRODUCTS, YOU CONFIRM THAT CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE” AND DO NOT USE THE PRODUCTS. YOU MUST THEN PROMPTLY DELETE THE LICENSE FILES AND SOFTWARE FROM YOUR COMPUTER AND RETURN THE LICENSE FILE MEDIA, THE ENTIRE MEDIA PACKAGE, AND ALL OTHER ITEMS (INCLUDING DOCUMENTATION AND PACKAGING) WITHIN THIRTY (“30”) DAYS OF PURCHASE TO THE PLACE FROM WHICH YOU OBTAINED IT. IF A SYSTEM INTEGRATOR, CONTRACTOR, CONSULTANT, OR ANY OTHER PARTY INSTALLS OR USES THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, SUCH PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF, AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AS IF YOU HAD INSTALLED OR USED THE SOFTWARE YOURSELF. AVEVA GENERAL TERMS AND CONDITIONS 1. STRUCTURE AND ORDER OF PRIORITY. 1.1 Structure of the Agreement. The Agreement consists of the following: (a) these GTCs and the attached Exhibit A (Definitions); (b) any Transaction Documents entered into in accordance with these GTCs; and (c) the Software and Support Addendum set forth below, which Software and Support Addendum is incorporated into these GTCs by reference; and (d) the AVEVA Software Schedule P&O APM M&C (Excluding Process Optimization and Unified Supply Chain) (“Software Schedule”) set forth below. 1.2 Order of Priority. In the event of a conflict between provisions in any documents relating to the Agreement, the documents shall be given precedence in the following order: (a) Transaction Document; (b) Software Schedule (except for express deviations from the Transaction Document which are identified in the Software Schedule); (c) Software and Support Addendum; and (d) GTCs. 1.3 References. Except where otherwise specified, all dollar amounts are expressed in United States dollars (US$). 2. USE OF PRODUCTS. 2.1 Right to Use. In accordance with the terms of the Agreement, AVEVA will deliver and make the Products listed in the Transaction Document available to Customer. Customer has the right to use the Products as set forth in the Transaction Document, Software and Support Addendum, and Software Schedule, as applicable. 2.2 Transaction Documents. Customer may purchase Products from time to time by entering into a Transaction Document. Depending on which Products that Customer purchases in the Transaction Documents, Customer may be subject to and shall comply with any and all additional terms included in the Software Addendum, which is set forth below and made a part of these GTCs. EXHIBIT C7(5062)6(59,&($''(1'80 NOTICE: THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE RECIPIENT OF THE PRODUCTS (THE “CUSTOMER”) AND AVEVA SOFTWARE, LLC (“AVEVA”) (COLLECTIVELY, THE “PARTIES” AND EACH, A “PARTY”). PLEASE READ IT CAREFULLY. IF YOU CLICK THE “I AGREE” BUTTON: ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 13 of 51)