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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 />(ii) incorporate the Software into any other software program not provided by AVEVA, except (a)
<br />for incorporation of such Software with application program interfaces that AVEVA makes
<br />publicly available for such Software or (b) to the extent permitted to customize the Software
<br />in accordance with the accompanying Documentation;
<br />(iii) remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright,
<br />digital watermarks, or other notices of AVEVA or its licensors that are included in the
<br />Software, except as may be permitted when using application program interfaces that AVEVA
<br />makes publicly available for such Software;
<br />(iv) work around any technical limitations in the Software;
<br />(v) make more copies of the Software or Documentation than as allowed in the Agreement or by
<br />applicable law, despite this limitation;
<br />(vi) publish the Software, including any application programming interfaces included in the
<br />Software, for others to copy;
<br />(vii) transfer, sublicense, rent, lease, sell, lend, distribute, outsource, permit timesharing or
<br />service bureau use of, commercially exploit, make available, or assign the Software or any
<br />part thereof to any other person or entity (except as expressly permitted by the Agreement);
<br />(viii) transfer the Software to another location or to other equipment without the prior written
<br />consent of AVEVA (except as otherwise expressly permitted pursuant to the Agreement);
<br />(ix) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious
<br />material (or to store or transmit material in violation of law or third-party privacy rights);
<br />(x) use the Software in a way intended to avoid incurring fees or exceed usage limitations; or
<br />(xi) use the Software to build or support, directly or indirectly, products or services competitive to
<br />the Software or any other products or services of AVEVA.
<br />(c) Return or Destruction of Software. Upon termination or expiration of the Product Term, Customer
<br />shall destroy or return at AVEVA’s discretion to AVEVA the Software (regardless of the media upon
<br />which such Software is fixed) and any related software install kits, licenses, or licensing management
<br />software. In addition to any other remedies available to AVEVA, if Customer files for bankruptcy,
<br />becomes insolvent, or makes an assignment or novation for the benefit of creditors, then Customer
<br />automatically and without further action grants to AVEVA the right to enter Customer’s premises to
<br />destroy, take possession of, or remove the Software that is in Customer’s possession (including
<br />deletion of such Software from any devices on which such Software is installed).
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<br />4. RECORD KEEPING, AUDITS, AND COMPLIANCE CERTIFICATES.
<br />4.1 Record Keeping. During the Product Term and for a period of two (2) years thereafter, Customer shall
<br />maintain complete and accurate records documenting the location and use of the Software in a manner
<br />sufficient to permit AVEVA to conduct an audit in accordance with Section 4.2 of this Software and Support
<br />Addendum.
<br />4.2 Audit Right. During the Product Term and for a period of two (2) years thereafter, AVEVA shall be permitted
<br />to audit and/or shall be permitted to have its designee audit (at least once annually and in accordance with
<br />AVEVA’s standard procedures, which may include on-site and/or remote audits of facilities, systems,
<br />records, and personnel) the usage of the Software and Customer’s compliance with the Agreement. AVEVA
<br />will conduct any such audit during regular business hours. Customer shall cooperate reasonably in the
<br />conduct of such audits. Any reasonable and actual costs incurred by AVEVA for such audit shall be paid
<br />by Customer if the audit results indicate usage in excess of the licensed quantities or levels, underpayment
<br />of any fees, or breach of the Agreement.
<br />4.3 Compliance Certificate. Within thirty (30) days of receipt of AVEVA’s written request, Customer shall provide
<br />AVEVA with a signed certification of compliance with the Software licensing conditions; provided, however,
<br />that AVEVA shall not request more than one compliance certificate annually.
<br />4.4 Excess Use. If Customer’s use of any Product exceeds the permitted usage metrics, then Customer will be
<br />subject to additional fees for such excess usage at AVEVA’s then-current rates. Customer will execute an
<br />additional Order Form or amendment to this Order Form for such additional usage and the fees for such
<br />additional usage will accrue from the date the excess usage began (together with an interest rate of one
<br />and one-half percent (1.5%) per month or partial month from the date such excess usage began until
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 25 of 51)
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