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<br />9
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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 />Exhibit A
<br />Definitions
<br />
<br />The following capitalized terms used in these GTCs shall have the respective meanings specified below:
<br />
<br />“Affiliates” means as to any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under
<br />common Control with such entity. To avoid misunderstanding, for AVEVA “Affiliates” means any direct or indirect
<br />wholly-owned subsidiary of AVEVA Group plc.
<br />“Agreement” means these GTCs, the Transaction Document(s), and all documents incorporated into such GTCs
<br />and Transaction Document(s) (including, but not limited to, the Software and Support Addenda and Software
<br />Schedule).
<br />“AVEVA” has the meaning set forth in the Preamble.
<br />“AVEVA Indemnitees” has the meaning set forth in Section 9.3 (Indemnification by Customer).
<br />“Confidential Information” has the meaning set forth in Section 5.1 (Confidential Information).
<br />“Control” means with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the
<br />direction of the management and policies of such entity, whether through the ownership of voting securities (or
<br />other ownership interest), by contract or otherwise.
<br />“Customer” has the meaning set forth in the Preamble.
<br />“Customer Content” means all software, data (including personal data), information, text, images, audio, video,
<br />photographs, non-AVEVA or third-party applications, and other content and material, in any format, provided by
<br />Customer, any of Customer’s users, or on behalf of Customer that is stored in, or run on or through, the Products
<br />and Support Services.
<br />“Disclosing Party” has the meaning set forth in Section 5.1 (Confidential Information).
<br />“Documentation” has the meaning set forth in the applicable Addenda or Software Schedule, as applicable and as
<br />the context may require.
<br />“Effective Date” means the earliest to occur of the following: (i) Customer clicks “I Agree”; or (ii) Customer uses
<br />any Products.
<br />“Export Control Laws” means any laws that control, restrict, or impose licensing requirements on export, re-export
<br />or transfer of goods, software, technology, or services, issued or adopted by any government, state or regulatory
<br />authority of any country in which obligations under this Agreement are to be performed, or in which AVEVA or any
<br />of its Affiliates are incorporated or operate, including without limitation the United States of America, the United
<br />Kingdom, and the European Union or of any of its Member States.
<br />“Force Majeure” has the meaning set forth in Section 14.3 (Force Majeure).
<br />“GTCs” means these AVEVA General Terms and Conditions, which includes those terms and conditions set forth
<br />in the main body of the GTCs, and all of the various exhibits, addenda, and other documents incorporated into the
<br />GTCs.
<br />“Intellectual Property Rights” means any patent rights, copyrights, trademarks, trade secrets, moral rights, and
<br />other proprietary or intellectual property rights worldwide.
<br />“Order Form” means the document issued by AVEVA or an authorized AVEVA distributor or authorized
<br />AVEVA reseller in hard or electronic copy which, among other things, may identify (i) the particular Software
<br />ordered by or for Customer, (ii) the location of the designated Device(s) or Named Users, (iii) the duration or
<br />term of the Software license granted to Customer, (iv) the license fees and any applicable Software
<br />support fees owed by Customer and/or (v) the payment schedule means any order form entered into by the
<br />Parties pursuant to which AVEVA provides Products and certain Services to Customer in accordance with this
<br />Agreement.
<br />.
<br />“Party” means AVEVA or Customer individually and “Parties” means AVEVA and Customer collectively.
<br />“Products” means the Software Products that AVEVA lists on a Transaction Document and makes available to
<br />Customer.
<br />“Receiving Party” has the meaning set forth in Section 5.1 (Confidential Information).
<br />“Sanctions Laws” means any economic, financial, trade or other, sanction, restriction, embargo, import or export
<br />ban, prohibition on transfer of funds or assets or on performing services, or equivalent measure imposed by any
<br />government, state or regulatory authority of any country in which obligations under this Agreement are to be
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 21 of 51)
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