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<br />AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS)
<br />3. PAYMENTS AND TAXES.
<br />3.1 Payment. Upon credit approval, unless otherwise agreed in the applicable Transaction Document, Customer
<br />shall pay all fees specified in the applicable invoice for the Products and Support Services within thirty (30)
<br />days from the invoice date. Customer shall pay a late charge of 1.5% per month on all payments which are
<br />not paid when due.
<br />3.2 Taxes. Fees and other charges described in the Agreement do not include taxes. Unless otherwise agreed
<br />in the applicable Transaction Document, Customer will pay any sales, value-added or other similar taxes
<br />imposed by applicable law based on the Products and Support Services that Customer ordered, except for
<br />taxes based on AVEVA’s income. If AVEVA is required to pay taxes (other than taxes based on AVEVA’s
<br />income), Customer shall reimburse AVEVA for such amounts. If Customer is required by law to make any
<br />tax withholding from amounts paid or payable to AVEVA under the Agreement, (i) the amount paid or
<br />payable shall be increased to the extent necessary to ensure that AVEVA receives a net amount equal to
<br />the amount that it would have received had no taxes been withheld and (ii) Customer shall provide proof of
<br />such withholding to AVEVA.
<br />3.3 Customer will provide proof of any exemption from sales taxes to AVEVA at least fifteen (15) Business Days
<br />before the due date for paying an invoice. If AVEVA does not collect the required sales from Customer but
<br />is subsequently required to remit the sales taxes to any taxing authority, Customer will promptly reimburse
<br />AVEVA for the sales taxes, including any accrued penalty or interest charges if the failure to timely collect
<br />and remit was not due to the fault of AVEVA.
<br />3.4 Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
<br />3.5 Non-Refundable Fees. Customer acknowledges and agrees that orders placed by Customer for Products
<br />and Support Services will be non-cancellable and the fees paid are non-refundable unless otherwise
<br />expressly stated in the Agreement.
<br />4. INTELLECTUAL PROPERTY RIGHTS.
<br />4.1 AVEVA Ownership. All Intellectual Property Rights in and to the Products, Support Services, design
<br />contributions, related knowledge or processes, and any update, upgrade, modification, enhancement or
<br />derivative works of the foregoing, regardless of whether or not solely created by AVEVA or jointly with the
<br />Customer, shall belong to, and vest in, AVEVA or, as applicable, its licensors. All rights not expressly granted
<br />to Customer are reserved to AVEVA or, as applicable, its licensors.
<br />4.2 Rights to Customer Content. Customer retains all right, title, and interest in and to the Customer Content.
<br />During the Term, Customer hereby grants to AVEVA and its Affiliates a global, royalty-free, irrevocable, sub-
<br />licensable, non-exclusive license to use, copy, distribute, modify, display, and perform the Customer Content
<br />as necessary for AVEVA to perform its obligations under the Agreement.
<br />4.3 Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to
<br />assert against AVEVA, its Affiliates or licensors, any rights, or any claims of any rights, in any Products,
<br />Documentation or Support Services, and Customer hereby voluntarily waives any right to demand from
<br />AVEVA, its Affiliates or licensors any rights to any Products, Documentation or Support Services, except the
<br />rights which are expressly granted to Customer under the Agreement.
<br />4.4 Suggestions and Residual Knowledge. AVEVA shall have all right, title and interest, including, without
<br />limitation, all Intellectual Property Rights, in and to, and the unrestricted royalty-free right to use and
<br />incorporate into the Products and Support Services, any suggestions, enhancement requests,
<br />recommendations or other feedback provided by Customer, relating to the Products and Support Services.
<br />Furthermore, Customer acknowledges and agrees that AVEVA is free to use its general knowledge, skills
<br />and experience, and any ideas, concepts, know-how and techniques, related to or derived from the
<br />performance of the Agreement.
<br />4.5 AVEVA Trademarks. Unless otherwise expressly stated in this Agreement, AVEVA retains all goodwill in
<br />and Customer has no rights in any trademark owned by AVEVA, whether registered or unregistered,
<br />including but not limited to the following: AVEVA, the AVEVA logo, Wonderware and InTouch. A list of
<br />AVEVA trademarks can be found at https://sw.aveva.com/legal/trademarks
<br />5. CONFIDENTIALITY.
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 14 of 51)
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