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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 />AVEVA SOFTWARE AND SUPPORT ADDENDUM
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<br />1. ADDITIONAL DEFINITIONS.
<br />1.1 “AVEVA Proposal” means the AVEVA document that may describe, among other things, the specific (i)
<br />support level chosen by Customer, (ii) Support Services to be provided by AVEVA, (iii) any Support Services
<br />fee (if applicable), (iv) payment terms (if applicable), (v) Support Term, and (vi) the Goods and/or Supported
<br />Software for which support is being provided under the Agreement.
<br />1.2 “CFP User Guide” means the Customer FIRST Program User Guide provided by AVEVA. A “CFP User
<br />Guide” may not be provided or available to Customer for all Supported Services.
<br />1.3 “Documentation” either (i) has the meaning set forth in the applicable Software Schedule or (ii) if no
<br />meaning is set forth in the applicable Software Schedule, “Documentation” means the then-current technical
<br />and functional documentation provided by AVEVA to Customer for the Software, including, but not limited
<br />to, the technical documentation, program specifications, and operations manual, as applicable.
<br />1.4 “Goods” means all products, equipment, materials, spare parts, hardware, supplies, and accessories for
<br />which support has been purchased under the applicable Transaction Document.
<br />1.5 “High Risk Use” shall have the meaning set forth in Section 5.
<br />1.6 “Hot Fix” means unreleased Software which has not been processed through a full QA cycle and which is
<br />designed to correct a specific defect in the Software.
<br />1.7 “Normal Workday” or “Normal Working Hours” means 9:00 a.m. to 5:00 p.m. on any business day in the
<br />location where on-site Support Services are being performed (excluding any public holidays in such location
<br />where such on-site Support Services are being performed).
<br />1.8 “Overtime Rates” means (i) for any on-site Support Services performed on a public holiday in the location
<br />where such on-site Support Services are being performed, twice (2x) the standard rate, (ii) for the first twenty
<br />(20) hours of on-site Support Services performed outside of Normal Working Hours during a calendar week
<br />(other than those performed on public holiday), one and one-half times (1.5x) the standard rate, and (iii) for
<br />all on-site Support Services performed outside of Normal Working Hours during a calendar week in excess
<br />of twenty (20) hours (other than those performed on public holiday), twice (2x) the standard rate.
<br />1.9 “Pre-Production Release” means Software which has not completed AVEVA’s formal release requirements
<br />and includes beta software, Hot Fixes and SUPs.
<br />1.10 “Product Term” means the initial term and any subsequent renewal term(s) for the Software, as set forth in
<br />the applicable Transaction Document.
<br />1.11 “SUP” (Single User Product) means modifications to the Software made for a specific licensee.
<br />1.12 “Support Services” means the support services described in the AVEVA Proposal (or CFP User Guide, as
<br />applicable).
<br />1.13 “Supported Software” means Software for which Support Services were purchased, but always excluding
<br />Third-Party Products, their related instruction manuals and documentation.
<br />1.14 “Support Term” means (i) for Support Services that are included for Software at no additional cost, the
<br />Product Term for such Software, and (ii) for Support Services that are not included for Software at no
<br />additional cost, the initial term and any subsequent renewal term(s) for the Support Services as set forth in
<br />the applicable Transaction Document.
<br />1.15 “Supporting Hardware” means any dongles or other physical devices supplied by AVEVA to Customer for
<br />use with Software.
<br />1.16 “Trial Software” means Software that has been licensed to Customer solely for the purposes of evaluation
<br />or that is supplied for the purposes of training, beta testing, or other non-commercial use.
<br />1.17 “Use” means utilization of the Software by copying, transmitting, or loading the same into the temporary
<br />memory (RAM) or installing into the permanent memory (e.g. hard disk, DVD ROM or other storage device)
<br />of the Customer’s hardware for the processing of the system instructions or statements contained in such
<br />Software, subject to any limitations set forth in an applicable Software Schedule or Transaction Document.
<br />1.18 “Updates” means any upgrades, updates, enhancements, improvements, or modifications to the Software
<br />generally made available by AVEVA as part of any support services but does not include any new version
<br />of the Software that may be separately offered by AVEVA.
<br />1.19 “Work Product” means any art, discovery, improvement, deliverable, process, customization, report,
<br />documentation, invention, modification, enhancement, product, software or other item developed, created,
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 23 of 51)
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