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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 />arises from: (i) Customer’s installation of the Software or misuse of the Software; (ii) modification or repair
<br />to the Software other than as expressly permitted by the Agreement; (iii) use or maintenance of the
<br />Software in a manner or environment inconsistent with the Documentation; (iv) anything Customer provides
<br />or designs including configurations, instructions, or specifications; or (v) the combination of the Software
<br />with a product, software, service, or technology not authorized by AVEVA.
<br />12.2 Limited Support Warranty. AVEVA will perform the Support Services in a professional manner and
<br />warranted for a period of ninety (90) days from the date of Support Service. AVEVA warrants that any parts
<br />for Goods which are supplied while performing Support Services under the Agreement, will be free from
<br />material defects for a period of ninety (90) days following delivery of such parts. Additionally, AVEVA
<br />warrants that any Supported Software upgrades, patches, service packs, quick fix, quick custom, or
<br />corrective fixes which are supplied while performing Support Services under the Agreement, will be free
<br />from material defects for a period of ninety (90) days following delivery of such Supported Software
<br />upgrades, patches, service packs, quick fix, quick custom or corrective fixes. For any breach of these
<br />warranties, Customer’s exclusive remedy, and AVEVA’s entire liability, shall be the reperformance of the
<br />Support Services or repair or replacement of such parts, Supported Software upgrades, patches, service
<br />packs, quick fix, quick custom, or corrective fixes.
<br />12.3 Pre-Production Releases and Trial Software. As an accommodation to Customer, AVEVA may provide
<br />Customer from time to time a Pre-Production Release of the Software or Trial Software. All such Pre-
<br />Production Releases and Trial Software are provided strictly on an “as-is” basis and for internal, non-
<br />commercial purposes and AVEVA disclaims all warranties, express or implied, for all Pre-Production
<br />Releases and Trial Software (including the warranty set forth in Section 12.1 or Section 12.2 above). If
<br />AVEVA provides Customer with Trial Software, Customer may not use the Trial Software for more than
<br />thirty (30) days from the date of delivery of the license file for such Trial Software and must delete such
<br />Trial Software following such thirty (30) day period (and such license to use the Trial Software shall cease).
<br />12.4 DISCLAIMER OF ALL OTHER WARRANTIES. FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMER
<br />OF WARRANTIES SET FORTH IN SECTION 7 (DISCLAIMER OF WARRANTIES) OF THE GTCS IS
<br />INCORPORATED INTO THIS SOFTWARE AND SUPPORT ADDENDUM BY REFERENCE.
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<br />13. ADDITIONAL INDEMNIFICATION.
<br /> In addition to Customer’s indemnification obligations set forth in the GTCs, Customer shall defend,
<br />indemnify, and hold harmless AVEVA and its Affiliates against (a) claims, brought against AVEVA by any
<br />third party arising (i) from or related to AVEVA’s use of or access to Third-Party Products or Customer’s
<br />software, machines, equipment, systems, information technology environment, or premises in connection
<br />with the provision of the Support Services; and (ii) out of Customer’s use of the Software in connection with
<br />any High Risk Use; and (b) all costs, damages, liabilities, and expenses incurred by AVEVA if Malicious
<br />Code is transmitted by or through Customer to AVEVA.
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<br />14. CUSTOMER OBLIGATIONS.
<br />14.1 Cooperation of Customer. AVEVA’s performance depends upon Customer’s timely and effective
<br />cooperation, including providing AVEVA with reasonable facilities, timely access to appropriate data and
<br />information, timely decisions and approvals and appropriately skilled Customer personnel. AVEVA will not
<br />be liable for any failure to perform Support Services under the Agreement to the extent that the failure is
<br />caused by Customer’s lack of cooperation. AVEVA may rely upon the accuracy and completeness of data,
<br />material, and other information furnished by Customer, without any independent investigation or
<br />verification.
<br />14.2 Malicious Code. Customer (i) will use commercially reasonable efforts to ensure that Customer’s computer
<br />systems and information technology environment are free of viruses, adware, spyware, malware, rootkits,
<br />keyloggers, time or logic bombs, trojan horses, worms, or other computer instructions, devices, or
<br />techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer
<br />system or any component of such system (“Malicious Code”) and (ii) will not transmit any Malicious Code
<br />to AVEVA during any electronic interconnection by any means.
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<br />15. BENCHMARKS.
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 30 of 51)
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