Agmt21 E & M Electric and Machinery, Inc.

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32 AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS) own products or Third-Party Products within which Customer embeds or otherwise integrates the Software, and any reference made to the term ‘Authorized Application’ in the foregoing provision shall be deemed for the purpose of this present section to be a reference to Customer’s own products or Third-Party Products embedding or otherwise integrating the Software. (iv) Where Software is embedded or otherwise integrated by Customer within Customer’s own product or a third-party product, Customer then ceases all use of the Software, whether direct, indirect, concurrent or otherwise. 9.11 AVEVA Production Management. (a) Software License. (i) License. For the purposes of the license of AVEVA Production Management Software all references to AVEVA will refer to Schneider Electric Software Australia Pty Limited ACN 113 112 744. (ii) Client and Server Software Grant. Server Software is licensed on a Per Server/Concurrent Use basis, and may be installed on a single Server that will be the designated Device hereunder, and the maximum number of Devices that may access or utilize the services of the Server Software at a given point in time is limited by the number of concurrent Client sessions specified in the License Key. The services of the Server Software are considered to be accessed or utilized when there is a direct or indirect connection between a Device and the Server Software running on the Server (regardless whether the Server Software is accessed or utilized using the Device Software, Third-Party Products or an application developed by the Customer). CALs must be purchased for each specific Device that accesses or utilizes Server Software (which may access or utilize the services of the Server Software on any number of Servers running the Server Software). (b) Authorized Applications. (i) For the purpose of the Agreement, ‘Authorized Applications’ shall mean those applications that Customer creates, develops or generates by using the Software (including its programming tool if any) or by loading in such applications, with or without modification, a library of the Software, provided that Customer has validly licensed said Software from AVEVA or its authorized resellers. Authorized Applications include, without this being limitative, applicable runtime engines for the Software and applicable driver interface that Customer may provide to Customer’s own customers as part of or together with Customer’s Authorized Applications. (ii) Notwithstanding the foregoing, any application created with a Pre-Production Release or for demonstration, test or evaluation purposes, is not an Authorized Application. (iii) Customer may distribute or otherwise make available Authorized Applications provided Customer complies with each of the requirements set forth below: a. Customer includes Customer’s own valid copyright notice on Customer’s Authorized Applications; b. Customer does not remove or obscure any notice of copyright, trademark, patent or other industrial or intellectual property rights that appear on the Software Product as delivered to Customer or as may appear concerning the Software in the Authorized Application’s About Box and in any applicable written documentation distributed with each copy of Customer’s Authorized Applications; c. Customer do not use AVEVA’s name, logo or trademarks to market or identify Customer’s Authorized Applications unless Customer is party to a separate agreement with AVEVA giving Customer such rights or AVEVA has given Customer its express prior written consent to do so; d. Customer indemnifies, holds harmless, and defends AVEVA from and against any claims (including based on warranty) or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of Customer’s Authorized Applications, provided however that Customer’s contractual obligation of indemnification shall not extend to the percentage of the claimant’s damages or injuries or the settlement amount attributable to AVEVA’s fault or to strict liability imposed upon AVEVA as a matter of law in any country (on either ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 44 of 51)