EULA

NOTICE: THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE RECIPIENT OF THE PRODUCTS
(THE “CUSTOMER”) AND AVEVA SOFTWARE, LLC (“AVEVA”). PLEASE READ IT CAREFULLY.
IF YOU CLICK THE “I ACCEPT” BUTTON:
1. YOU AGREE THAT CUSTOMER WILL BE BOUND TO THE TERMS OF THIS END USER LICENSE
AGREEMENT (THE “AGREEMENT”);
2. YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF CUSTOMER; AND
3. YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREED TO THE TERMS OF
THIS AGREEMENT. ALTERNATIVELY, BY USING THE PRODUCTS, CUSTOMER AGREES TO BE
BOUND BY THESE TERMS.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE” AND DO
NOT USE THE PRODUCTS.
AVEVA GENERAL TERMS AND CONDITIONS
1. STRUCTURE AND ORDER OF PRIORITY.
1.1. Structure of the Agreement. The Agreement consists of the following: (a) these GTCs and the attached
Exhibit A (Definitions); (b) any Transaction Documents entered into in accordance with these GTCs; and
(c) the Software Addendum set forth below, which Software Addendum is incorporated into these GTCs
by reference; and (d) the Software Schedule set forth below.
1.2. Order of Priority. In the event of a conflict between provisions in any documents relating to the Agreement,
the documents shall be given precedence in the following order: (a) Transaction Document; (b) Software
Schedule (except for express deviations from the Transaction Document which are identified in the
Software Schedule); (c) Software Addendum; and (d) GTCs.
1.3. References. Except where otherwise specified, all dollar amounts are expressed in United States dollars
(US$).
2. USE OF PRODUCTS.
2.1. Right to Use. In accordance with the terms of the Agreement, AVEVA will deliver and make the Products
listed in the Transaction Document available to Customer. Customer has the right to use the Products as
set forth in the Transaction Document, Software Addendum, and Software Schedule, as applicable.
2.2. Transaction Documents. Customer may purchase Products from time to time by entering into a
Transaction Document. Each Transaction Document will refer to this Agreement. Depending on which
Products that Customer purchases in the Transaction Documents, Customer may be subject to and shall
comply with any and all additional terms included in the Software Addendum, which is set forth below
and made a part of these GTCs.
3. PAYMENTS AND INVOICING.
3.1. Invoicing. In accordance with the invoicing schedule set forth in the applicable Transaction Document,
AVEVA shall provide Customer with an invoice specifying the fees for each of the Products provided
pursuant to the applicable Transaction Document.
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AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

3.2. Payment. Unless otherwise agreed in the applicable Transaction Document, Customer shall pay all fees
specified in the applicable invoice for a Product within thirty (30) days from the invoice date. Customer
shall pay a late charge of 1.5% per month on all payments that are not paid when due.
3.3. Taxes. Fees and other charges described in the Agreement do not include taxes. Customer will pay any
sales, value-added or other similar taxes imposed by applicable law based on the Products that Customer
ordered, except for taxes based on AVEVA’s income. If AVEVA is required to pay taxes (other than taxes
based on AVEVA’s income), Customer shall reimburse AVEVA for such amounts. If Customer is required
by law to make any tax withholding from amounts paid or payable to AVEVA under the Agreement, (i)
the amount paid or payable shall be increased to the extent necessary to ensure that AVEVA receives a
net amount equal to the amount that it would have received had no taxes been withheld and (ii) Customer
shall provide proof of such withholding to AVEVA.
3.4. Non-Refundable Fees. Customer acknowledges and agrees that orders placed by Customer for Products
will be non-cancellable and the fees paid are non-refundable unless otherwise expressly stated in the
Agreement.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1. AVEVA Ownership. All Intellectual Property Rights in and to the Products, design contributions, related
knowledge or processes, and any update, upgrade, modification, enhancement or derivative works of the
foregoing, regardless whether or not solely created by AVEVA or jointly with the Customer, shall belong
to, and vest in, AVEVA or, as applicable, its licensors. All rights not expressly granted to Customer are
reserved to AVEVA or, as applicable, its licensors.
4.2. Rights to Customer Content. Customer retains all right, title, and interest in and to the Customer Content.
During the Term, Customer hereby grants to AVEVA and its Affiliates a global, royalty-free, irrevocable,
sub-licensable, non-exclusive license to use, copy, distribute, modify, display, and perform the Customer
Content as necessary for AVEVA to perform its obligations under the Agreement.
4.3. Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to
assert against AVEVA, its Affiliates or licensors, any rights, or any claims of any rights, in any Products
or Documentation, and Customer hereby voluntarily waives any right to demand from AVEVA, its
Affiliates or licensors any rights to any Products or Documentation, except the rights which are expressly
granted to Customer under the Agreement.
4.4. Suggestions and Residual Knowledge. AVEVA shall have all right, title and interest, including, without
limitation, all Intellectual Property Rights, in and to, and the unrestricted royalty-free right to use and
incorporate into the Products, any suggestions, enhancement requests, recommendations or other
feedback provided by Customer, relating to the Products. Furthermore, Customer acknowledges and
agrees that AVEVA is free to use its general knowledge, skills and experience, and any ideas, concepts,
know-how and techniques, related to or derived from the performance of the Agreement (including any
Products).
5. CONFIDENTIALITY.
5.1. Confidential Information. From time to time, either Party (the “Disclosing Party”) may disclose or make
available to the other Party (the “Receiving Party”), whether orally or in physical form, confidential or
proprietary information of or in the possession of the Disclosing Party (including confidential or proprietary
information of a third party that is in the possession of the Disclosing Party) in connection with the
Agreement. The term “Confidential Information” means any and all information in any form that
Disclosing Party provides to Receiving Party in the course of the Agreement and that either (i) has been
marked as confidential; or (ii) is of such nature that a reasonable person would consider confidential
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under like circumstances. For the avoidance of doubt, Confidential Information includes any Products
and any information pertaining to such Products (including, but not limited to, any user manuals,
mathematical techniques, correlations, concepts, designs, specifications, listings, and other
Documentation, whether or not embedded on a device or another form of media). Notwithstanding the
foregoing, Confidential Information shall not include any information, however designated, which the
Receiving Party can show (a) is or has become generally available to the public without breach of the
Agreement by the Receiving Party, (b) became known to the Receiving Party prior to disclosure to the
Receiving Party by the Disclosing Party, (c) was received from a third party without breach of any
nondisclosure obligations to the Disclosing Party or otherwise in violation of the Disclosing Party’s rights,
or (d) was developed by the Receiving Party independently of any Confidential Information received from
the Disclosing Party.
5.2. Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed
retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential
Information received from the Disclosing Party in the same manner as it protects the confidentiality of its
own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the
Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon
termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes
first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing
Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or
destroy any such Confidential Information if such return or destruction is impracticable or technically
infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know
Confidential Information in order to support the performance of such Party’s obligations related to the
Agreement, and who are contractually bound by confidentiality obligations that are at least as protective
as those contained in the Agreement, neither Party shall, disclose to any person any Confidential
Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The
Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates,
employees, contractors, and agents and any third party to whom it discloses Confidential Information in
accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a
“trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the
termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret”
under applicable law, these confidentiality obligations will continue until such information ceases to
constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose
Confidential Information pursuant to an order of a court or governmental agency, provided, that, if
permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and
afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure.
Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to
collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general
usage information and measurements) that is provided by Customer in connection with the use or receipt
of the Products (or generated or created in the course of AVEVA providing the Products) for the purposes
of developing, improving, optimizing, and delivering Products; provided, however, that any disclosure of
such data shall only include information or data that AVEVA develops or derives from such collected data
or information (but such disclosure will not include the actual underlying Confidential Information of
Customer).
5.3. Press Releases and Client List Reference. Neither Party shall issue any press release concerning the
other Party’s work without the other Party’s consent. Notwithstanding the foregoing, AVEVA may identify
Customer as a client of AVEVA and use Customer’s name and logo and release an announcement
regarding the award of the Agreement and AVEVA is hereby granted a license for the term of the
Agreement to use Customer’s name and logo for this purpose from time to time as needed. AVEVA may
generally describe the nature of the work in AVEVA’s promotional materials, presentations, case studies,
qualification statements, and proposals to current and prospective clients.

6. DATA PROTECTION.
6.1. Customer Content. Customer is responsible for the Customer Content and entering it into the Products.
Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and
appropriateness of Customer Content, and for obtaining all rights related to Customer Content required
in connection with the performance, receipt or use of the Products. Customer will collect and maintain
all personal data contained in the Customer Content in compliance with applicable data privacy and
protection laws.
6.2. Security. Customer will maintain reasonable security standards for the use of the Products by users.
Customer is solely responsible for determining the suitability of the Products for Customer’s business
processes and for complying with all applicable legal requirements regarding Customer Content and its
use of the Products. Customer will provide reasonable assistance required in connection with the
provision of the Products and the support by AVEVA. Customer acknowledges and agrees that
Customer’s reasonable assistance is a necessary precondition for AVEVA’s correct performance of its
obligations under the Agreement. Customer bears all consequences and costs resulting from breach of
its duties.
7. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE
AGREEMENT, AVEVA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES,
REPRESENTATIONS, OR STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES
IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY AVEVA, ITS DEALERS, DISTRIBUTORS OR AGENTS OR EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES SET
FORTH IN THE AGREEMENT AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR
ADVICE. AVEVA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S
REQUIREMENTS, THAT THE PRODUCTS WILL OPERATE IN COMBINATIONS OTHER THAN AS
SPECIFIED IN AVEVA’S DOCUMENTATION (AS APPLICABLE), THAT THE OPERATION OF THE
PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PRODUCTS WILL
PROTECT AGAINST ALL POSSIBLE SECURITY THREATS, INTERNET THREATS OR OTHER
THREATS OR INTERRUPTIONS. THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES,
DELAYS AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS.
8. LIMITATION OF LIABILITY.
8.1. CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL AVEVA BE LIABLE FOR (A) ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES OR
(B) LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS, CORRUPTION OR DESTRUCTION OF
DATA, BUSINESS INTERRUPTION, OR DOWNTIME, IN EACH CASE ARISING OUT OF OR
RELATED TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF
LIABILITY (WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE), AND EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Damages Cap. The aggregate liability of AVEVA to Customer for any loss or damage arising under or in
relation to the Agreement, regardless of the basis of liability (whether arising out of liability under breach
of contract (including under any indemnity), tort (including but not limited to negligence),
misrepresentation, breach of statutory duty, breach of warranty or claims by third parties arising from any
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breach of the Agreement) shall not exceed the fees paid by Customer pursuant to the applicable
Transaction Document for the specific Product giving rise to such liability in the twelve (12) month period
preceding the date of the incident giving rise to the claim. The provisions of this Section 8 allocate the
risks between AVEVA and Customer, and AVEVA’s pricing reflects this allocation of risk and the limitation
of liability specified herein. Notwithstanding the foregoing, the limitations on amounts of damages set
forth in this Section 8.2 shall not apply to AVEVA’s intentional misconduct, fraud, or fraudulent
misrepresentation, or to the extent prohibited by applicable law.
9. INDEMNIFICATION.
9.1. Indemnification by AVEVA. AVEVA shall defend, indemnify, and hold harmless Customer against claims
brought against Customer by any third party alleging that Customer’s use of the Products in accordance
with the terms and conditions of the Agreement, constitutes an infringement of a patent or copyright, or
misappropriation of a trade secret of a third party AVEVA will pay damages finally awarded to the third
party (or the amount of any settlement AVEVA enters into) with respect to such claims. This obligation of
AVEVA shall not apply if the alleged infringement or misappropriation results from: (a) use of the Products
in conjunction or combination with any other software, services, or any product, data, item, or apparatus
that AVEVA did not provide to Customer (including any third-party services or Third-Party Products); (b)
anything Customer provides or designs including configurations, instructions, or specifications (including
any Products that were provided pursuant to Customer’s designs, drawings, or specifications); (c) a
modification of a Product other than with AVEVA’s prior written consent; (d) Customer’s failure to use the
latest release or version of a Product (including any corrections or enhancements) where such use would
have prevented the infringement or misappropriation claim; or (e) any use, storage, distribution,
reproduction, or maintenance not permitted by the Agreement. If AVEVA believes, in its reasonable
opinion, that a claim under this Section 9.1 could or is likely to be made, AVEVA may cease to offer or
deliver such Products without being in breach of the Agreement.
9.2. Infringement Remedies. In the event a claim under Section 9.1 is made and such Product is held to
infringe a third-party’s patent or copyright, or misappropriate a trade secret, then AVEVA may, at its sole
option and expense: (a) procure for Customer the right to continue using the Product under the terms of
the Agreement or (b) replace or modify the Product to be non-infringing without a material decrease in
functionality. If these options are not reasonably available, AVEVA or Customer may terminate the
Agreement upon written notice to the other and Customer shall immediately cease using or shall return
the infringing Product. The provisions of this Section 9.2 state the sole, exclusive, and entire liability of
AVEVA to Customer, and is Customer’s sole remedy, with respect to third-party claims covered by
Section 9.1.
9.3. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless AVEVA and its
Affiliates (and each of their licensors), and each of their respective officers, directors, contractors, agents,
and employees (“AVEVA Indemnitees”) against claims brought against AVEVA Indemnitees by any third
party arising from or related to: (a) any use of the Products by Customer in violation of the Agreement or
any applicable law or regulation; (b) any Customer Content; and (c) an allegation that any material
provided by Customer violates, infringes, or misappropriates the Intellectual Property Rights of a third
party. The foregoing shall apply regardless of whether such damage is caused by the conduct of
Customer and/or its named users or by the conduct of a third party using Customer’s access credentials.
9.4. Indemnification Requirements. The indemnification obligations under this Section 9 are conditioned on:
(a) the Party against whom a third-party claim is brought timely notifying the other Party in writing of any
such claim, provided however that a Party’s failure to provide or delay in providing such notice shall not
relieve a Party of its obligations under this Section 9 except to the extent such failure or delay prejudices
the defense; (b) the Party who is obligated to defend a claim having the right to fully control the defense
of such claim; (c) the Party against whom a third-party claim is brought reasonably cooperating in the
defense of such claim; and (d) Customer complying with AVEVA’s direction to cease any use of the
Products which in AVEVA’s reasonable opinion, is likely to constitute an infringement or misappropriation.
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Any settlement of any claim shall not include a financial or specific performance obligation on or
admission of liability by the Party against whom the claim is brought, provided however that AVEVA may
settle any claim on a basis requiring AVEVA to substitute for the Products any alternative substantially
equivalent non-infringing products. AVEVA shall not be responsible for any settlement made without its
consent. The Party against whom a third-party claim is brought may appear, at its own expense, through
counsel reasonably acceptable to the Party obligated to defend claims. Neither Party shall undertake any
action in response to any infringement or misappropriation, or alleged infringement or misappropriation
that is prejudicial to the other Party’s rights.
10. TERM AND TERMINATION.
10.1. Term of GTCs. The term of these GTCs begins on the Effective Date and shall continue thereafter for
the duration of the term of any Transaction Document entered into between the Parties (“Term”).
10.2. Transaction Document Term. The initial term of each Transaction Document shall commence on the
effective date specified in the Transaction Document (the “TD Effective Date”) and continue thereafter
until: (a) the end of the term of the Transaction Document as specified in the Transaction Document; (b)
if specified in the Transaction Document, delivery of the Products in accordance with the Transaction
Document; or (c) earlier termination by either Party in accordance with this Section 10 (Term and
Termination) (the “TD Term”).
10.3. Termination for Material Breach. Either Party may terminate these GTCs or a Transaction Document for
cause if the other Party commits a material breach of the GTCs or Transaction Document (including,
without limitation, a delay in Customer’s payment of any money due under these GTCs or any Transaction
Document) and fails to cure such breach within thirty (30) days (or with respect to Customer’s payment
failure, within ten (10) days) of receipt of a notice of default from the non-defaulting Party. Termination
will not relieve Customer of its obligations specified in Section 10.5 and will not entitle Customer to a
refund of any license fees (or any applicable Software support fees) previously paid.
10.4. Termination for Financial Deterioration. Either Party may terminate these GTCs or a Transaction
Document immediately if the other Party files for bankruptcy, ceases or threatens to cease carrying on
business, becomes insolvent, or makes an appointment, assignment or novation for the benefit of
creditors.
10.5. Effect of Termination. If these GTCs are terminated prior to the completion of one (1) or more Transaction
Documents, then the Transaction Documents that are not terminated shall continue to be governed by
the GTCs for the remainder of the applicable TD Term. Upon termination of these GTCs or any
Transaction Document, Customer will cease using the applicable Software, will delete the Software,
including the license file(s), from its computer and will either return to AVEVA or destroy the Software,
including the license file(s), Documentation, packaging and all copies thereof. If Customer elects to
destroy the Software then Licensee will certify in writing to AVEVA the destruction of the Software.
Termination of this these GTCs or any Transaction Document and return or destruction of the Software
will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will
such termination relieve Customer’s obligation to pay all fees and expenses that have accrued or are
otherwise owed by Customer under these GTCs or a Transaction Document, and/or any purchase order
from Customer that has been received and accepted by AVEVA.
11. INSURANCE.
For as long as any Transaction Document remains in effect, AVEVA will maintain, at its sole cost and
expense, comprehensive general liability and property damage insurance in an amount not less than $1
million in the aggregate. Additionally, AVEVA will maintain, at its sole cost and expense, workers’
compensation insurance in accordance with statutory requirements.

12. THIRD-PARTY PRODUCTS.
Third-Party Products. Unless otherwise agreed in writing by AVEVA, if Third-Party Products are supplied
by AVEVA to Customer, such Third-Party Products are provided on a “pass-through” basis only and are
subject to the terms and conditions of the third-party vendor, including but not limited to warranties,
licenses, indemnities, limitation of liability, prices and changes thereto.
13. MISCELLANEOUS.
13.1. Assignment. The Agreement shall extend to and be binding upon the Parties to the Agreement, their
successors, and assigns, provided, however, that neither Party shall assign or transfer the Agreement
without the other Party’s prior written consent, which shall not be unreasonably withheld, delayed or
conditioned. Notwithstanding the foregoing limitation, AVEVA may assign or transfer the Agreement, in
whole or in part, without obtaining the consent of Customer, to a parent company or subsidiary or in
connection with the transfer or sale of its entire business or sale of all or substantially all of its assets, or
in the event of a merger, divestiture, internal reorganization or consolidation with another company.
13.2. Independent Contractor. AVEVA is an independent contractor, and each Party agrees that no
partnership, joint venture, agency, fiduciary, or employment relationship exists between the Parties.
13.3. Force Majeure. Except for Customer’s payment obligations, neither Party shall be liable for delays caused
by conditions beyond their reasonable control, (“Force Majeure”), provided that notice thereof is given
to the other Party as soon as practicable. All such Force Majeure conditions preventing performance
shall entitle the Party hindered in the performance of its obligations under the Agreement to an extension
of the date of delivery of the Products by a period of time equal to the period of delay incurred as a result
of the Force Majeure or to any other period as the Parties may agree in writing.
13.4. Waiver. The waiver (whether express or implied) by either Party of a breach or default of any of the
provisions of the Agreement (including any Transaction Document) by the other Party shall not be
construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or
omission on the part of either Party to exercise or avail itself of any right power or privilege that it has or
may have hereunder operate as a waiver of any breach or default by the other Party.
13.5. Notices. All notices and other communications required or permitted under the Agreement will be in
writing and delivered by confirmed transmission, by courier or overnight delivery service with written
verification of receipt, or by registered or certified mail, return receipt requested, postage prepaid, and in
each instance, will be deemed given upon receipt. All such notices, approvals, consents and other
communications will be sent to the addresses provided in the Transaction Documents or to such other
address as may be specified in writing by either Party to the other in accordance with this Section 13.5.
13.6. Invalidity and Severability. If any provision of the Agreement (including any Transaction Document) shall
be found by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision
shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for
any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest
extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
13.7. Negotiated Terms. The Parties agree that the terms and conditions of the Agreement are the result of
negotiations between the Parties and that the Agreement shall not be construed in favor of or against
either Party by reason of the extent to which such Party or its professional advisors participated in the
preparation of the Agreement.
13.8. Survival of Provisions. The provisions of the Agreement that by their nature survive expiration or
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termination of the Agreement will survive expiration or termination of the Agreement, including, but not
limited to, the following Sections of these GTCs: 3 (Payments and Invoicing), 4 (Intellectual Property
Rights), 5 (Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9.3 (Indemnification by
Customer), 10 (Term and Termination), 12 (Third-Party Products ), 14 (Miscellaneous), and Exhibit A
(Definitions).
13.9. Governing Law and Jurisdiction. The validity of the Agreement and the rights, obligations and relations
of the Parties under the Agreement and in any dispute between them will be construed and determined
under and in accordance with the substantive laws of the State of Texas, without regard to such state’s
principles of conflicts of law. If a court must enter or enforce an arbitration award, if a party applies solely
for preliminary or injunctive relief, or if the binding arbitration provision set forth in Section 14.12 (Binding
Arbitration) is deemed invalid or ineffective, then each Party irrevocably agrees to submit to the exclusive
jurisdiction of (and waives any objection to the venue of) the federal or state courts located in Harris
County, Texas to enter or enforce such award, to determine such preliminary or injunctive relief, or to
determine such claim or matter arising out of or in connection with this Agreement, as applicable. To the
extent otherwise applicable, the Parties hereto agree that the United Nations Convention on the
International Sale of Goods will not apply to this Agreement.
13.10. Export Restrictions. Customer agrees to comply fully with all applicable international and national export
laws, regulations, orders, decrees, and lists (collectively, “Export Control Laws”), including, but not
limited to, the U.S. Export Administration Regulations, the Office of Foreign Asset Control Regulations,
and the EU Dual-Use Regulation 428/2009 (each as amended, updated, supplemented, or otherwise
modified from time to time), as well as all applicable end-use and destination restrictions issued by the
U.S., foreign governments, and supranational bodies to assure that no Product or Third-Party Products
(or any product thereof) are (i) exported, directly or indirectly, in violation of any Export Control Laws or
(ii) is intended to be used for any purpose prohibited by Export Control Laws. For the avoidance of doubt,
Customer agrees that no data, information, or materials resulting from any Product or Third-Party Product
will be exported, directly or indirectly, in violation of any applicable Export Control Laws.
13.11. Sanctions. Customer will comply with all UN, EU, US, UK and any other applicable jurisdiction's trade
and economic sanctions laws, regulations, embargoes or similar restrictive measures (“Sanctions
Laws”). Customer will ensure that it and any distributors appointed by the Customer will not resell any
Product or Third-Party Product (or incorporate any Product or Third-Party Product in other products to be
sold) to persons or entities (i) in violation of Sanctions Laws, (ii) added to US Treasury Department’s
Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List (the “OFAC
SDN List”) or (iii) added to the EU Consolidated List or any other applicable sanctions list, including the
UK's Consolidated List of Financial Sanctions Targets, each as amended, updated or restated from time
to time. Furthermore, no member, employee, director or officer of Customer or, as far as Customer is
aware, any person acting on its behalf, is in violation of Sanctions Laws or designated on a UN, EU, US,
UK or other applicable sanctions list (a “Restricted Person”) or controlled (directly or indirectly) by a
Restricted Person.
13.12. Binding Arbitration. Any controversy or claim arising out of or relating to the Agreement, including any
breach of the Agreement, shall be determined by final and binding arbitration administered by JAMS
under its Streamlined Arbitration Rules and Procedures (“Streamlined Rules”). The award rendered by
the arbitrator shall be final, non-reviewable, and non-appealable and binding on the Parties and may be
entered and enforced in any court having jurisdiction. There shall be one arbitrator agreed to by the
Parties within twenty (20) days of receipt by the respondent of the request for arbitration or in default
thereof appointed by JAMS in accordance with the Streamlined Rules, which arbitrator shall have
substantial experience in resolving business disputes involving similar products. The place of arbitration
shall be Harris County, Texas. The arbitrator will have no authority to award punitive, consequential,
liquidated, or other damages waived, disclaimed, or otherwise prohibited by the Agreement and the
award shall not exceed the applicable limitation of liability set forth in the Agreement. Neither Party has
the right to act as a class representative or participate as a member of a class with respect to any
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arbitrated controversy or claim arising out of or relating to the Agreement (including any breach of the
Agreement).
13.13. Waiver of Jury Trial. Each Party waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any proceedings relating to the Agreement or any performance or
failure to perform of any obligation under the Agreement.
13.14. Waiver of Right to Class Action. Each Party waives, to the fullest extent permitted by applicable law, any
right it may have to participate in a class action in respect of any proceedings relating to the Agreement
or any performance or failure to perform of any obligation under the Agreement. Each Party may only
bring a claim against the other in an individual capacity and not as a plaintiff or class member in any
purported class or representative proceeding.
13.15. Ethical Trading Policy. Customer shall comply with AVEVA’s then-current ethical trading policy located
at www.aveva.com/policies/ethical/en, which shall be incorporated herein by reference.
13.16. Third-Party Beneficiary. Except as expressly set forth in the Agreement, the Parties do not intend to
create rights for any person as a third-party beneficiary of the Agreement.
13.17. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the Parties
relating to the subject matter of any Transaction Documents and supersedes all prior or
contemporaneous representations, understandings or agreements whether written or oral, relating to that
subject matter. The Agreement will prevail over any additional, conflicting, or inconsistent terms and
conditions that may be contained in any purchase order or other document furnished by Customer to
AVEVA. The Agreement may be amended or modified only by a writing that is signed by or on behalf of
both Parties.
* * * *

Exhibit A
Definitions
The following capitalized terms used in these GTCs shall have the respective meanings specified below:
“Affiliates” means, as to any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is
under common Control with such entity. To avoid misunderstanding, for AVEVA “Affiliates” means any direct or
indirect wholly-owned subsidiary of AVEVA Group plc.
“Agreement” means these GTCs, the Transaction Document(s), and all documents incorporated into such GTCs
and Transaction Document(s) (including, but not limited to, the Software Addenda and Software Schedule).
“AVEVA” has the meaning set forth in the Preamble.
“AVEVA Indemnitees” has the meaning set forth in Section 9.3 (Indemnification by Customer).
“Confidential Information” has the meaning set forth in Section 5.1 (Confidential Information).
“Control” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such entity, whether through the ownership of voting securities
(or other ownership interest), by contract or otherwise.
“Customer” has the meaning set forth in the Preamble.
“Customer Content” means all software, data (including personal data), information, text, images, audio, video,
photographs, non-AVEVA or third-party applications, and other content and material, in any format, provided by
Customer, any of Customer’s users, or on behalf of Customer that is stored in, or run on or through, the Products.
“Disclosing Party” has the meaning set forth in Section 5.1 (Confidential Information).
“Documentation” has the meaning set forth in the applicable Addenda or Software Schedule, as applicable and
as the context may require.
“Effective Date” means the earliest to occur of the following: (i) Customer clicks “I Agree”; or (ii) Customer uses
any Products.
“Export Control Laws” has the meaning set forth in Section 14.10 (Export Restrictions).
“Force Majeure” has the meaning set forth in Section 13.3 (Force Majeure).
“GTCs” means these AVEVA General Terms and Conditions, which includes those terms and conditions set
forth in the main body of the GTCs, and all of the various exhibits, addenda, and other documents incorporated
into the GTCs.
“Intellectual Property Rights” means any patent rights, copyrights, trademarks, trade secrets, moral rights, and
other proprietary or intellectual property rights worldwide.
“OFAC SDN List” has the meaning set forth in Section 14.11 (Sanctions).
“Party” means AVEVA or Customer individually and “Parties” means AVEVA and Customer collectively.
“Products” means the Software Products that AVEVA lists on a Transaction Document and makes available to
Customer.
“Receiving Party” has the meaning set forth in Section 5.1 (Confidential Information).
“Restricted Person” has the meaning set forth in Section 14.11 (Sanctions).
“Sanctions Laws” has the meaning set forth in Section 14.11 (Sanctions).
“Software” means the software products (in object code (machine-readable) format only) licensed to Customer
by AVEVA pursuant to a Transaction Document, including any new releases, updates, or versions that AVEVA
may make available.
“Software Schedule” means the Software Schedule below.
“Streamlined Rules” has the meaning set forth in Section 14.12 (Binding Arbitration).
“TD Effective Date” has the meaning set forth in Section 10.2 (Transaction Document Term).
“TD Term” has the meaning set forth in Section 10.2 (Transaction Document Term).
“Term” has the meaning set forth in Section 10.1 (Term of GTCs).
“Third-Party Products” means products (including any software-as-a-service products) and software of a third-
party vendor supplied by AVEVA or incorporated by AVEVA into its Products.
“Transaction Document” or “TD” means any order form entered into pursuant to this Agreement by the Parties,
and any schedules or other attachments thereto.
“$” shall mean lawful money of the United States.
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SOFTWARE ADDENDUM
1.0 ADDITIONAL DEFINITIONS.
1.1 “Documentation” either (i) has the meaning set forth in the applicable Software Schedule or (ii) if no
meaning is set forth in the applicable Software Schedule, “Documentation” means the then-current
technical and functional documentation provided by AVEVA to Customer for the Software, including, but
not limited to, the technical documentation, program specifications, and operations manual, as applicable.
1.2 “High Risk Use” shall have the meaning set forth in Section 5.
1.3 “Hot Fix” means unreleased Software which has not been processed through a full QA cycle and which
is designed to correct a specific defect in the Software.
1.4 “Pre-Production Release” means Software which has not completed AVEVA’s formal release
requirements and includes beta software, Hot Fixes and SUPs.
1.5 “Product Term” means the initial term and any subsequent renewal term(s) for the Software, as set forth
in the applicable Transaction Document.
1.6 “SUP” (Single User Product) means modifications to the Software made for a specific licensee.
1.7 “Supporting Hardware” means any dongles or other physical devices supplied by AVEVA to Customer
for use with Software.
1.8 “Trial Software” means Software that has been licensed to Customer solely for the purposes of
evaluation or that is supplied for the purposes of training, beta testing, or other non-commercial use.
1.9 “Updates” means any upgrades, updates, enhancements, improvements, or modifications to the
Software generally made available by AVEVA as part of any support services but does not include any
new version of the Software that may be separately offered by AVEVA.
1.10 “Use” means utilization of the Software by copying, transmitting, or loading the same into the temporary
memory (RAM) or installing into the permanent memory (e.g. hard disk, DVD ROM or other storage
device) of the Customer’s hardware for the processing of the system instructions or statements contained
in such Software, subject to any limitations set forth in an applicable Software Schedule or Transaction
Document.
1.11 Capitalized terms used in this Software Addendum without definition shall have the same meanings
ascribed to them in the GTCs.
2.0 PURCHASE OF SOFTWARE.
2.1 Provision of Software. From time to time, Customer may purchase or license Software by executing a
Transaction Document with AVEVA. Any additional Software purchased or licensed by Customer will
be at the then-current price. AVEVA will provide the Software in accordance with the GTCs and the
applicable Transaction Document.
2.2 Installation of Software. Except as otherwise stated in an applicable Transaction Document, Customer
will be responsible for installing the Software on Customer’s information technology devices (e.g., hard
disks and processing units) at Customer’s designated locations in accordance with any installation
restrictions set forth in the applicable Transaction Document.
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2.3 Updates for Software. If AVEVA releases any Updates to the Software (including, but not limited to, any
error corrections or patches), then Customer shall install such Updates as soon as reasonably practicable
and in no event more than seven (7) calendar days after receiving notice that such Updates have been
issued to correct infringement or misappropriation of a third-party’s Intellectual Property Rights.
2.4 Life Cycle for Software. AVEVA reserves the right to “end of life” any Software in accordance with its
then-current end of life policy, which is located at www.aveva.com/policies/eol/en.
3.0 LICENSE RIGHTS.
3.1 Grant of License. In consideration of full payment of the fees for the Software and subject to Customer’s
compliance with its obligations under the Agreement, AVEVA grants to Customer a personal, non-
transferable, non-exclusive, non-sublicensable, limited license to Use the Software described in the
Transaction Document for the Product Term and in accordance with the license model identified in such
Transaction Document and the terms of the Software Schedule, which is attached hereto. The Software
may only be used for purposes of Customer’s ordinary internal business purposes by the particular
user(s), in the particular location(s), on the particular device(s) and/or on the particular system(s) for
which Customer licensed such Software, as those user(s), location(s), device(s) and/or system(s) are
identified in the applicable Software Schedule or Transaction Document. If the Transaction Document
fails to state a duration/term of the license granted under the Agreement then such duration/term shall
be deemed to be one (1) year from the date the Software is delivered to Customer. For the avoidance of
doubt, Customer shall not permit any third parties (except those that are expressly identified as permitted
user(s) in a Transaction Document) to access or use the Software without AVEVA’s prior written consent
and Customer shall be liable for any such unauthorized usage.
3.2 License Restrictions.

(a) Copy Restrictions. Copyright laws and international treaties protect the Software, including the
Documentation. Unauthorized copying of the Software, the Documentation or any part thereof,
is expressly prohibited. Customer shall reproduce all titles, trademarks, and copyright and
restricted rights notices in all copies of the Software.
(b) Use Restrictions. The Agreement only gives Customer some rights to use the Software and
AVEVA and its licensors reserve all other rights. Customer does not acquire any rights, express
or implied, other than those expressly granted in the Agreement. Unless applicable law gives
Customer more rights despite this limitation, Customer may use the Software only as expressly
permitted in the Agreement. In doing so, Customer agrees that it will comply with any technical
limitations in the Software that only allow Customer to use the Software in certain ways. Customer
agrees that it will not, nor will Customer permit others to:
(i) reverse engineer, reproduce, decompile, recompile, disassemble, merge, modify, adapt
or translate the Software or Documentation or any component thereof, or create derivative
works based on the Software or Documentation, except and only to the extent that (a)
applicable law expressly permits, despite this limitation, (b) AVEVA gives it prior written
consent, or (c) the Documentation accompanying the Software expressly permits;
(ii) incorporate the Software into any other software program not provided by AVEVA, except
(a) for incorporation of such Software with application program interfaces that AVEVA
makes publicly available for such Software or (b) to the extent permitted to customize the
Software in accordance with the accompanying Documentation;
(iii) remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright,
digital watermarks, or other notices of AVEVA or its licensors that are included in the
Software, except as may be permitted when using application program interfaces that
AVEVA makes publicly available for such Software;
(iv) work around any technical limitations in the Software;
(v) make more copies of the Software or Documentation than as allowed in the Agreement or
by applicable law, despite this limitation;
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(vi) publish the Software, including any application programming interfaces included in the
Software, for others to copy;
(vii) transfer, sublicense, rent, lease, sell, lend, distribute, outsource, permit timesharing or
service bureau use of, commercially exploit, make available, or assign the Software or any
part thereof to any other person or entity (except as expressly permitted by the
Agreement);
(viii) transfer the Software to another location or to other equipment without the prior written
consent of AVEVA (except as otherwise expressly permitted pursuant to the Agreement);
(ix) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious
material (or to store or transmit material in violation of law or third-party privacy rights);
(x) use the Software in a way intended to avoid incurring fees or exceed usage limitations; or
(xi) use the Software to build or support, directly or indirectly, products competitive to the
Software or any other products of AVEVA.
3.3 Return or Destruction of Software. Upon termination or expiration of the Product Term, Customer shall
destroy or return at AVEVA’s discretion to AVEVA the Software (regardless of the media upon which
such Software is fixed) and any related software install kits, licenses, or licensing management software.
In addition to any other remedies available to AVEVA, if Customer files for bankruptcy, becomes
insolvent, or makes an assignment or novation for the benefit of creditors, then Customer automatically
and without further action grants to AVEVA the right to enter Customer’s premises to destroy, take
possession of, or remove the Software that is in Customer’s possession (including deletion of such
Software from any devices on which such Software is installed).
4.0 RECORD KEEPING, AUDITS, AND COMPLIANCE CERTIFICATES.
4.1 Record Keeping. During the Product Term and for a period of two (2) years thereafter, Customer shall
maintain complete and accurate records documenting the location and use of the Software in a manner
sufficient to permit AVEVA to conduct an audit in accordance with Section 4.2 of this Software Addendum.
4.2 Audit Right. During the Product Term and for a period of two (2) years thereafter, AVEVA shall be
permitted to audit and/or shall be permitted to have its designee audit (at least once annually and in
accordance with AVEVA’s standard procedures, which may include on-site and/or remote audits of
facilities, systems, records, and personnel) the usage of the Software and Customer’s compliance with
the Agreement. AVEVA will conduct any such audit during regular business hours. Customer shall
cooperate reasonably in the conduct of such audits. Any reasonable and actual costs incurred by AVEVA
for such audit shall be paid by Customer if the audit results indicate usage in excess of the licensed
quantities or levels, underpayment of any fees, or breach of the Agreement.
4.3 Compliance Certificate. Within thirty (30) days of receipt of AVEVA’s written request, Customer shall
provide AVEVA with a signed certification of compliance with the Software licensing conditions; provided,
however, that AVEVA shall not request more than one compliance certificate annually.
5.0 HIGH RISK USE.
The Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted.
Unless AVEVA gives its prior written consent and is consulted regarding the specific deployment, system
set-up and Software support plan, Customer has no right to use (and must not use) the Software in any
application or situation where the failure of the Software could lead to death or serious bodily injury of
any person, or to severe physical or environmental damage (“High Risk Use”). High Risk Use does not
include utilization of the Software for administrative purposes, to store configuration data, engineering
and/or configuration tools, or other applications, the failure of which would not result in death, personal
injury, or severe physical or environmental damage.
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6.0 LICENSE COMPLIANCE MEASURES.
AVEVA takes all legal steps to monitor Customer’s and third-parties’ compliance with any license and
usage restrictions for AVEVA’s software products (and those software products of its Affiliates). In this
context, the Software may include a security mechanism (or security mechanisms) that can detect the
installation or use of illegal copies of the Software, and collect and transmit data about those illegal
copies. Data collected will not include any customer personal data created with the Software. By using
the Software, Customer consents to such detection and collection of data, as well as its transmission and
use if an illegal copy is detected. AVEVA reserves the right to use a hardware lock device, license
administration software, and/or a license authorization key to control access to the Software. Customer
may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without
any required lock device or authorization key provided by AVEVA is prohibited. For the avoidance of
doubt, Customer shall be solely responsible for its failure to comply with any license and usage
restrictions for AVEVA’s software products.
7.0 SUPPORTING HARDWARE.
Customer must use any Supporting Hardware in accordance with AVEVA’s instructions. AVEVA reserves
the right to withdraw or change any Supporting Hardware in its sole discretion and at any time.
8.0 GOVERNMENT CONTRACTS.
If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract,
Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer software, computer
software documentation and technical data for commercial items are licensed under AVEVA’s standard
commercial license.
9.0 BENCHMARKS.
Customer will not disclose the results of any benchmark tests on the Software run by Customer outside
of Customer’s organization without the prior written consent of AVEVA.
10.0 WARRANTIES.
10.1 Limited Warranty. AVEVA warrants for a period of ninety (90) days following delivery of the Software that
the Software will be free from material error that would substantially affect Customer’s Use of the
Software. During the warranty period and without charge to Customer, AVEVA may: (i) replace defective
media and/or (ii) use commercially reasonable efforts to provide modifications or fixes with respect to any
material error in the Software in a reasonably timely manner (or provide Customer with alternative
Software that does not contain the material error). However, if AVEVA is unable to make the Software
operate as warranted and does not provide Customer with alternative Software, then AVEVA will refund
the unused portion of the license fees paid to AVEVA for the defective Software and the license for such
defective Software will terminate. This is Customer’s sole and exclusive remedy for a breach of this
warranty. Notwithstanding the foregoing, this warranty shall not apply if such material error was caused
or arises from: (i) Customer’s installation of the Software or misuse of the Software; (ii) modification or
repair to the Software other than as expressly permitted by the Agreement; (iii) use or maintenance of
the Software in a manner or environment inconsistent with the Documentation; (iv) anything Customer
provides or designs including configurations, instructions, or specifications; or (v) the combination of the
Software with a product, software, service, or technology not authorized by AVEVA.
10.2 Pre-Production Releases and Trial Software. As an accommodation to Customer, AVEVA may provide
Customer from time to time a Pre-Production Release of the Software or Trial Software. All such Pre-
Production Releases and Trial Software are provided strictly on an “as-is” basis and for internal, non-
commercial purposes and AVEVA disclaims all warranties, express or implied, for all Pre-Production
14

Releases and Trial Software (including the warranty set forth in Section 10.1 above). If AVEVA provides
Customer with Trial Software, Customer may not use the Trial Software for more than thirty (30) days
from the date of delivery of the license file for such Trial Software and must delete such Trial Software
following such thirty (30) day period (and such license to use the Trial Software shall cease).
10.3 DISCLAIMER OF ALL OTHER WARRANTIES. FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMER
OF WARRANTIES SET FORTH IN SECTION 7 (DISCLAIMER OF WARRANTIES) OF THE GTCS IS
INCORPORATED INTO THIS SOFTWARE ADDENDUM BY REFERENCE.
11.0 ADDITIONAL INDEMNIFICATION.
In addition to Customer’s indemnification obligations set forth in the GTCs, Customer shall defend,
indemnify, and hold harmless AVEVA and its Affiliates against (a) claims, brought against AVEVA by any
third party arising out of Customer’s use of the Software in connection with any High-Risk Use; and (b)
all costs, damages, liabilities, and expenses incurred by AVEVA if Malicious Code is transmitted by or
through Customer to AVEVA.
12.0 CUSTOMER OBLIGATIONS.
Customer (i) will use commercially reasonable efforts to ensure that Customer’s computer systems and
information technology environment are free of viruses, adware, spyware, malware, rootkits, keyloggers,
time or logic bombs, trojan horses, worms, or other computer instructions, devices, or techniques that
erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any
component of such system (“Malicious Code”) and (ii) will not transmit any Malicious Code to AVEVA
during any electronic interconnection by any means.
15

SOFTWARE SCHEDULE
1. APPLICABILITY.
1.1 This Software Schedule governs the use of the Software licensed or purchased by Customer as specified
in the Transaction Document.
1.2 Any terms in this Software Schedule apply solely to the Software listed above and prevail over any
conflicting terms in the GTCs.
1.3 The Software Products can be ordered individually or collectively on a Transaction Document, and each
Software Product is subject to the terms of the Transaction Document in which the Software Schedule is
referenced.
2. ADDITIONAL DEFINITIONS. Capitalized terms used in this Software Schedule without definition shall
have the same meanings ascribed to them in the GTCs or Software Addendum. The following capitalized
terms used in this Software Schedule shall have the respective meanings specified below:
2.1 “Application Name Space” means a system of unique application objects (representing physical, logical,
or graphical entities) that interact or are used with the Software.
2.2 “Authorized Applications” shall have the meaning set forth in Section 9.14(a)(iii)(a) or Section 9.15(b)(i),
as applicable.
2.3 “CAL” (Client Access License) means a usage license required for each Client that runs, accesses or
utilizes, directly or indirectly, Software (or other specified services) running on a Server.
2.4 “Capacity” means a specific licensed size criteria as described on the License Certificate and may
include, among other measurements, unit counts, the number of Data Sources, Equipment counts, I/O
Counts, Platform Counts, Session Counts, Tag Counts and Site Counts.
2.5 “Client” means a Device accessing or utilizing, directly or indirectly, Server Software.
2.6 “Client Connection” means a usage license required for a Client. For the avoidance of doubt, one Client
will require multiple Client Connections (including the corresponding licenses) if the Client access, or
utilizes, directly or indirectly, multiple instances of Software.
2.7 “Concurrent User Logins” means the number of concurrent user login connections to a designated
system at a given time.
2.8 “Core” means one unit of a physical or virtual processor as detected by the operating system.
2.9 “Data Sources” means configurable data connectors used to connect to external data stores that are
being monitored, processed, or utilized by the Software.
2.10 “Device” means any physical or virtual environment, node, Server, computer, or other digital workstation,
edge device, electronic, cellular or smartphone, handheld computer, tablet PC, or computing equipment
that runs, accesses, or utilizes the services of the Software.
2.11 “Documentation” means the user guides and manuals for the installation and use of the Software,
whether provided in electronic, physical media, hard copy, or other form.
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2.12 "Dual Redundant" means:
(a) in the case of a bundled RealTime Services/Historical Services license, a configuration in which
AVEVA’s RealTime Services, Historical Services and applications software are installed on each
of two servers forming part of Customer’s System, with one server being the “hot” or operational
server and the other acting as a standby, so that only one copy of the RealTime Services,
Historical Services and applications software will be accessed by the licensed Seats indicated in
Transaction Document at any particular point in time.
(b) In the case where Customer has purchased individual (unbundled) licenses for RealTime
Services and Historical Services, a configuration in which the RealTime Services, Historical
Services and applications software are installed on two separate “hot” or operational servers
(RealTime Services on one and Historical Services on the other) with a copy of the RealTime
Services, Historical Services and applications software each installed in the same manner on two
separate additional servers acting as a standby, so that only one copy of the RealTime Services,
Historical Services and applications software will be accessed by the licensed Seats indicated in
2.13 “Enterprise License” means a license model that permits use of specified Software for a number of
Customer’s employees throughout Customer’s organization and sites. An Enterprise License enables
Customer to standardize all Customer sites on the specified Software.
2.14 “Equipment” means any physical asset, subcomponent or grouping for use by Software for which a
functional requirement has been established.
2.15 “Equipment Count” means the number of Equipment.
2.16 “Equipment/Segment” means a software object configured with software information management and
data collection functionality in a single software database instance.
2.17 “Facility” means the location(s) where the Software is installed.
2.18 “Fixed Intelligence Model” means the predefined Energy Performance Intelligence Model is not
permitted to be modified.
2.19 “I/O Count” means the maximum number of unique external data points that the Software is licensed to
monitor at any given time.
2.20 “Intelligence Model” means the collection of data sources, dimensions, and measures objects, which
defined how source data will be transformed into Intelligence Data Store.
2.21 “Label Assurance Line Client” means a software program that accesses the service made available by
a Label Assurance Server. One (1) Label Assurance Lien Client is required for scanning a set containing
a label, a best-before date, and a lot code in a packaging line/equipment for any one time. Each Label
Assurance Client allows one (1) instance of line side client to access the Label Assurance execution
screen, and also three (3) concurrent web users to access Label Assurance web management client or
reporting.
2.22 “Label Assurance Server” means a software program that provides Label Assurance functionality of a
client program – Label Assurance Line Client. One (1) Label Assurance Server is required for production
premise with a dedicated information technology and automation network. System Platform software is
needed for Label Assurance Server and the licenses for Label Assurance may come with or without
licenses for System Platform. Customer may choose to buy the Label Assurance Server licenses with
17

System Platform or may choose to buy the Label Assurance Server licenses without System Platform
and to buy the System Platform license separately (or use an existing System Platform license).
2.23 “License Certificate” means a document included with the Software that may provide, among other
things, specific information regarding Capacity, name of specified licensee and location where the
Software is licensed for use, Device identification and Named Users (as applicable).
2.24 “License File” means a component of the Software that enables one or more components of the Software
(for example, authorization keys) and may also specify, as applicable, (a) the location of the designated
Device(s), Label Assurance Server, and/or Label Assurance Line Client, (b) the Named User(s), (c) the
Intelligence Model, (d) the location for authorized use of the Software or of the users, and (e) the
Customer. The License File may also specify the Capacity for the Software. Certain components of the
Software may be licensed under the Agreement without a License File. If a License File is used,
Customer’s license of the Software will be subject to any restrictions set forth in the License File.
2.25 “License Key” means the software key code or a hardware key that is provided with the software product.
2.26 “Megawatt Unit” means a unit of electrical power equal to one million watts.
2.27 “Named Device” means a specified, individual Device.
2.28 “Named User” means a specified, individual person and is unique to the individual. A Named User is
not a particular logon name, a group, an organization, part of a company or organization, or any other
non-person entity.
2.29 “Open Intelligence Model” means the predefined Energy Performance Intelligence Model is open for
modification to bring in more dimensions and measures.
2.30 “Per Core Use” means Server Software licensing wherein a separate license is required for each core
that resides on a single Server.
2.31 “Per Device Use”, also called “Per Seat Use” means Device licensing as specified in the Transaction
Document, License File, or License Certificate wherein a Device is licensed to access or utilizes the
services of the Server Software on an unlimited number of Servers running the Server Software.
Customer must purchase a Per Device (“Per Seat”) License for each Device licensed for Per Device Use.
This type of license is installed locally on the Device.
2.32 “Per Named Device” means Server Software licensed wherein one Named Device is licensed to access
or utilize the services of the Server Software on an unlimited number of Servers running the Server
Software.
2.33 “Per Named User” means Server Software licensed wherein one Named User using any Device is
licensed to access or utilizes the services of the Server Software on an unlimited number of Servers
running the Server Software.
2.34 “Per Server Use”, also called “concurrent use”, means Software licensing wherein the Software may be
installed on an unlimited number of Devices provided however that the number of Devices utilizing the
services of the Software residing on a single Server is limited by the number of Per Server access
licenses purchased as defined in the Transaction Document, License File, or License Certificate.
2.35 “Per Session Count Use” means Server licensing used in a Remote Desktop Server Edition technology
environment wherein the number of Devices accessing or utilizing the services of the Software residing
on a single Server at a given point in time is limited by the number of Sessions specified in the license
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purchased as defined in the Transaction Document, License File, or License Certificate. Per Session
Count Use applies to Remote Desktop Server Edition technology.
2.36 “Platform” means Software that is required in order for a Device to operate with Application Server
Software.
2.37 “Platform Count” means the number of Devices which are licensed to host the “Platform”.
2.38 “Power Generation Unit” means a group of equipment converting mechanical or renewable energy into
a rated capacity of electric energy (electricity) as per design standards.
2.39 “Replaced License” means a License File and/or License Certificate that has been replaced or
superseded by another License File and/or License Certificate for the purpose of direct substitution.
2.40 “Reporting Point” means an item that manages how and when data are captured from Customer’s data
sources. Client applications retrieve data from the reporting point based upon module selection and filter
conditions.
2.41 “Repository” means a logical or physical database or means of grouping and/or storing workflows.
2.42 “Runtime Report” means a discrete report active in the Software.
2.43 “Seats” means the ezXOS, ES stations and non-XOS computers (if any), described in Transaction
Document with access to the RealTime Services, Historical Services and applications software installed
on the servers forming part of the System.
2.44 “Server” means any Device that hosts Server Software and can be run, accessed, or used by another
Device.
2.45 “Server Software” means those components of, or programs in, the Software that provide services on a
Device called a Server on which services may be run, accessed or used by another Device.
2.46 “Session Count” means the number of licensed AVEVA-based, Microsoft Remote Desktop Client (RDC)
sessions.
2.47 “Site License” means a license model that permits use of specified Software for a number of Customer’s
employees at a specific Customer site/physical location.
2.48 “Site(s)” means those locations at which the Software will run or be stored as backup as listed in the
Transaction Document.
2.49 “Software Term” means the initial term and any subsequent renewal term(s) for the Software, as set
forth in the applicable Transaction Document.
2.50 “System” means the system as identified and described in the Transaction Document and consisting of
the control centers, servers and work stations as shown in the system configuration diagram in the
Transaction Document.
2.51 “Tag” means a representation of an internal or external data value or calculation result.
2.52 “Tag Count” means the number of internal or external data points or calculations resulting from the Tags
that are being monitored, processed, or utilized by the Software.
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2.53 “Toolkit Software” means Software designated by AVEVA on the Transaction Document and/or License
File as a “toolkit” software product and which may include compiled computer code and portions of source
code which may be used by Customer to extend the functionality of the Software.
2.54 "Triple Redundant" means a Dual Redundant configuration in which an additional copy of the RealTime
Services and Historical Services software is installed on a server located at a separate off-site location
acting as an emergency/contingency backup, so that only one copy of the RealTime Services, Historical
Services and applications software will be accessed by the licensed Seats indicated in the applicable
2.55 “Water Flow Rate” means the total water flow rate in cubic meters per hour in the scope of the Aquis
Hydraulic model.
2.56 “Wind River Marketplace” shall have the meaning set forth in Section 9.13(b)(i).
2.57 “Wind River” shall have the meaning set forth in Section 9.13(b)(i).
3. ADDITIONAL RESTRICTIONS.
3.1 Copying of License File. Unless specifically authorized in writing by AVEVA, copying of a License File
using virtualization technology is prohibited.
3.2 Installation Limitations. The media upon which the Software resides may contain multiple copies of some
of the components of the Software, each of which is compatible with different microprocessor
architectures or different underlying operating systems. Customer may install the Software for use only
with one architecture and one operating system at any given time, consistent with the restrictions in the
Agreement (including any License File, License Certificate or Transaction Document).
3.3 Replaced License Restrictions. License Files and/or License Certificates may be replaced for various
purposes as agreed to by AVEVA and Customer. A Replaced License must be removed from any Device
and its original license file, license CD, and/or License Certificate must be destroyed or archived and
clearly marked as “Inactivated” so that it cannot be used. The act of replacement includes but is not
limited to:
(a) Version Upgrades – when an earlier or lower numbered version license is replaced by a newer or
higher numbered version license. For example, a Product X license with version 6.0 is replaced
with a Product X license with a version 6.5;
(b) Functional Upgrades – when a license with certain Capacity and functionality is replaced by a
license with greater Capacity or different functionality. For example, an InTouch 3000 Tag Count
license is replaced by an InTouch 60000 Tag Count license; or an Historian license is replaced
by a System Platform license;
(c) Lost/Stolen/Failed Keys – when a license key is lost, stolen, or fails and a replacement license
key is provided. If a lost/stolen key is found/recovered, it must be destroyed; or,
(d) Keyed License to Keyless License – when a license file locked to a hardware key/dongle is
replaced by a license file only or visa-versa.
3.4 FactorySuite (FS) Gateway Software Restrictions. FS Gateway Software is an application that acts as a
communications protocol converter in a single computer. FS Gateway Software may be licensed to
Customer under the Agreement without a separate License File or License Certificate to link AVEVA
application software to clients and data sources that communicate using the following protocols: OPC
(OLE for Process Control), SuiteLink, DDE/FastDDE, as well as ArchestrA and InTouch data sources. If
20

licensed to Customer, FS Gateway Software can be used in conjunction with AVEVA software products.
Use of FS Gateway Software solely with non-AVEVA products is prohibited.
3.5 Application Program Interface License. If any Software contains or is provided with an application
program interface and Customer is expressly permitted to utilize such application program interface with
other software, applications, or other interfaces pursuant to the Agreement (e.g., with AVEVA’s prior
written consent or if expressly permitted by the Documentation), then Customer’s use of such application
program interface with such other software, applications, or other interfaces shall require Customer to
obtain from AVEVA a separate license (e.g., the appropriate CAL or Client Connection) for such usage
of the application program interface.
4. VERSION LIMITATIONS.
The Software, and various components thereof, contain certain version numbers (such as version “6.5”).
The Agreement permits Customer to install one copy of the Software, whereas (i) some Software may
allow the same version number as the Software version number listed on the Transaction Document (or
in an Update that is part of the Software licensed) on the number of computers authorized hereunder (for
example, if the version number listed for a particular component of the Software is “6.5”, then Customer
may install a copy of that component of the Software having a “6.5” version number, but not a “6.6”
version number), and (ii) some Software may allow the same or lower version number as the Software
version number listed on the License File or Transaction Document (or in an Update that is part of the
Software licensed) on the number of computers authorized under the Agreement (for example, if the
version number listed for a particular component of the Software is “6.5”, then Customer may install a
copy of that component of the Software having a “6.5” or “6.0” version number, but not a “6.6” version
number).
5. ADDITIONAL LICENSE PROVISIONS.
5.1 Per Server/Concurrent Use Basis. If the Software has been licensed on a Per Server/Concurrent Use
basis, then the following additional terms and conditions shall apply:
(a) If Customer has licensed the Software on a Per Server/Concurrent Use basis, then the Software
may be installed on a single Server that will be the designated Device under the Agreement, 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 sessions specified in the License
File. 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 Customer). For the avoidance of doubt, one
Device will require multiple concurrent sessions (and corresponding licenses) if the Device
accesses or utilizes, directly or indirectly, concurrent sessions of the services of the Server
Software.
5.2 Per Device Use Basis. If the Server Software has been licensed on a Per Device Use basis, then the
following additional terms and conditions shall apply:
(a) If the Server Software is licensed on a Per Device Use basis, then a separate CAL 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) and each Per Device CAL must be dedicated to a single Device. For the avoidance of
doubt, one Device will require multiple CALs if the Device accesses or utilizes, directly or
indirectly, concurrent sessions of the Server Software.
5.3 Per Named User Basis. If the Server Software has been licensed on a Per Named User basis, then the
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(a) If the Server Software is licensed on a Per Named User basis, then the allocation and identification
of the individual Named User must be maintained by Customer on file at Customer’s location for
a minimum of thirty (30) days before the allocation and identification of the Named User can be
moved or transferred to a different, separate and unique individual. The identified Named User
may activate only one instance of the services of a Server from any Device at any location at any
given point in time with each Named User CAL purchased. Multiple simultaneous instance
activations of the services of a Server by a Named User requires an equal multiple number of
Named User CALs.
(b) CALs authorize access or use of only the specific Server Software associated with such CAL.
5.4 Per Server Use Basis. If the Server Software has been licensed on a Per Server Use basis, then the
(a) If the Server Software is licensed on a Per Server Use basis, then the maximum number of
Devices that may access or utilize the services of the Server Software at a given point in time is
equal to the number of Device CALs that have been purchased and designated for use for each
Device with that Server. For the avoidance of doubt, one Device will require multiple CALs if the
Device accesses or utilizes, directly or indirectly, concurrent sessions of the services of the Server
Software. CALs authorize access or use of only the specific Server Software associated with such
CAL. If any Software is licensed on a Per Server Use basis, and accesses any database or data
source, then Customer must purchase the required access license for each database or data
source accessed. Failure of Customer to purchase the required database or data source license
is a material breach of the Agreement.
5.5 Per Processor Use Basis. If the Server Software has been licensed on a Per Processor Use basis, then
the following additional terms and conditions shall apply:
(a) If the Server Software is licensed on a Per Processor Use basis, then for each processor residing
on the Server, a separate Per Processor use license must be purchased. A Per Processor license
will allow an unlimited number of Devices to accesses the services of the Server running the
Server Software as long as a Per Processor license has been purchased, pursuant to the
Transaction Document, License File, or License Certificate, for each processor running on the
Server.
5.6 Per Session Count Use Basis. If the Software has been licensed on a Per Session Count Use basis,
then the following additional terms and conditions shall apply:
(a) If the Software is licensed on a Per Session Count Use basis, then 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 Sessions specified in the License File. For the avoidance of doubt, one
Device will require multiple sessions (and corresponding licenses) if the Device accesses or
utilizes, directly or indirectly, concurrent sessions of the services of the Server Software.
5.7 Per Core Use Basis. If the Server Software has been licensed on a Per Core Use basis, then the following
additional terms and conditions shall apply:
(a) If the Server Software is licensed on a Per Core Use basis, then for each processor residing on
the Server, a separate Per Core use license must be purchased. A Per Core license will allow an
unlimited number of Devices to access the services of the Server running the Server Software as
long as a Per Core license has been purchased, pursuant to the Transaction Document, License
File, or License Certificate, for each core running on the Server.
5.8 Runtime Report Basis. If the Software has been licensed on a Runtime Report basis, then the following
(a) If the Software is licensed on a Runtime Report basis, the maximum number of Runtime Reports
utilized by Customer per Server is limited to the Runtime Report count for the Software as
specified in the License File, Transaction Document or License Certificate.
22

5.9 Single Facility/Single Device Basis. If the Software has been licensed on a Single Facility/Single Device
basis, then the following additional terms and condition apply:
(a) If the Software is licensed on a Single Facility/Single Device basis, then the Software may only
be installed and used on a single Device, which Device must be located at the Facility specified
in the applicable Transaction Document. The Single Facility/Single Device license may be subject
to further restrictions as set forth in the applicable Transaction Document.
5.10 Enterprise License. If the Software has been licensed on an Enterprise License basis, then the following
(a) If the Software is licensed on an Enterprise License basis, the duration, scope and pricing of such
Enterprise License will be determined on a case-by-case basis. An Enterprise License is granted
upon Customer’s receipt of a written authorization for such Enterprise License, which must be
signed by AVEVA and also countersigned by Customer. Among other things, the signed written
authorization will describe the duration, scope and license fees for the Enterprise License and
Customer’s Software support commitments under the Enterprise License.
5.11 Site License. If the Software has been licensed on a Site License basis, then the following additional
terms and conditions shall apply:
(a) If the Software is licensed on a Site License basis, the duration, scope and pricing of such Site
License will be determined on a case-by-case basis. A Site License is granted upon Customer’s
receipt of a written authorization for such Site License, which must be signed by AVEVA and also
countersigned by Customer. Among other things, the signed written authorization will describe
the duration, scope and license fees for the Site License and Customer’s Software support
commitments under the Site License.
5.12 Facility License. If the Software has been licensed to a specified Facility, then the following additional
terms and conditions shall apply:
(a) If Customer’s license of the Software is restricted to a specified Facility, then the Software may
only be installed at the Facility specified in the applicable Transaction Document.
5.13 Educational license. If Customer wishes to acquire the Software for educational purpose only,
please contact AVEVA’s organization or its authorized reseller serving Customer country. In case
the Software is identified as an academic or educational software, Customer must be a qualified
educational user to be entitled to use said Software; if Customer is not a qualified educational user,
Customer has no rights under this Agreement with respect to said academic or educational software.
To determine whether Customer is a qualified educational user, please contact AVEVA’s
organization or its authorized reseller serving Customer country. Once licensed to use said
academic or educational Software, Customer may not sell or transfer any such Software or sub-
license Customer license right to use the same to anyone except to another person who is qualified
by AVEVA as a qualified educational user. As used in this Agreement, the term ‘person’ shall be
broadly interpreted to include without limitation any individual, any corporation, company or other
legal entity.
5.14 License for Field-Test / Beta Version. If Customer has acquired a license for field-test / beta version
purpose, Customer acknowledges and agrees that the Software licensed to Customer under such license
is a pre-release software only. As such, said Software may not be fully functional and Customer assumes
the entire risk as to the results and performance of the Software. Customer may install and use the
Software licensed to Customer under a field-test / beta version license on computers in Customer’s
workplace for the only purpose of testing said Software before it is commercialized by AVEVA and
potentially identifying any errors, bugs or defects in said Software. Customer also agrees to use
reasonable efforts to provide feedback to AVEVA regarding Customer use of the Software, including a
prompt report to AVEVA of errors, bugs or defects that Customer might find. Therefore, notwithstanding
anything in this Agreement to the contrary, Customer may not distribute or transfer any applications
23

Customer creates with the Software licensed to Customer under a field-test/beta version license. AVEVA
will not update the Software licensed to Customer under a field-test/beta version license, nor will AVEVA
provide support in relation thereto. The Software licensed to Customer under a field-test/beta version
license may contain code that will, after a certain time period, deactivate the Software and render it
unusable. Although said Software may attempt to warn Customer of the time frame in which it will be
disabled, Customer acknowledges and agrees that said Software may be deactivated or rendered
unusable with or without warning. Upon such deactivation, this Agreement will be considered terminated.
Prior to deactivation of the Software Product, Customer may contact AVEVA to convert Customer field-
test/beta version license on the Software to a standard license governed by this Agreement on the final
release of said Software if and when available from AVEVA by paying to AVEVA the applicable license
fee (if any) and obtaining from AVEVA the relevant activation code(s).
6. TOOLKIT SOFTWARE.
6.1 If the Software includes any Toolkit Software, such Toolkit Software may include limited portions in source
code (human-readable) form for which modifications are not supported by AVEVA.
7. TRANSFER OF SOFTWARE.
The below terms and conditions shall apply to (i) InTouch HMI, (ii) System Platform, (iii) Development
Studio, (iv) Historian, (v) Historian Clients, (vi) Operations, (vii) Performance, (viii) Batch Management,
(ix) IntelaTrac Mobile Operator Rounds, (x) Intelligence, (xi) QI Analyst, (xii) SmartGlance Mobile
Reports, (xiii) InTouch Edge HMI, (xiv) Recipe Management, (xv) Workflow Management, and (xvi)
Quality:
Software Transfer. Customer may transfer the Software from one designated Device or Application
Name Space to another for application development or for operation of the Software provided that: (i)
the Software (including the License Files) is completely removed from the initial designated Device or
Application Name Space prior to installing the Software on the second computer or Application Name
Space, and (ii) the end-user identification information (including the identification and location of the
designated Device) contained within the License File remains accurate. The Software may only be used
on one Device or Application Name Space at a time, and the component parts of the Software may not
be separated for use on more than one Device.
8. MULTIPLEXING AND POOLING.
The below terms and conditions shall apply to (i) System Platform, (ii) Historian, (iii) QI Analyst, (iv)
Enterprise Integration, (v) Quality, (vi) Recipe Management, (vii) Workflow Management, (viii) Batch
Management, (ix) Intelligence, (x) Operations, (xi) Performance; and (xii) OASyS:
Multiplexing and Pooling. Use of software or hardware that reduces the number of users or Seats directly
or indirectly accessing or utilizing Server Software (sometimes called “multiplexing” or “pooling” software
or hardware) does not reduce the number of CALs or Seats required. The required number of CALs or
Seats would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front
end”.
9. ADDITIONAL SOFTWARE SPECIFIC TERMS AND CONDITIONS.
The below terms and conditions shall apply to the below listed Software in addition to (and not in lieu of)
any other terms and conditions set forth in the Agreement. If any terms in this Software Schedule that
are not included in this Section 9 conflict with the terms contained in this Section 9, then the conflicting
terms in this Section 9 shall govern.
9.1 WORKFLOW MANAGEMENT.

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(a) Additional Use Restrictions.
(i) Workflow Management Developer Edition Software Use and Restrictions.
a. The Workflow Management Developer Edition license:
i. is limited to one (1) developer;
ii. is limited to a specified number of Client Connections;
iii. is strictly limited to non-production purposes; and
iv. allows only a specific number of concurrent active workflows to be
executed. The Software stops accepting more workflows if concurrency
limits are exceeded - i.e. if more than the allowed number of workflows are
either waiting or running.
(ii) Workflow Management Professional and Enterprise Software Use and Restrictions.
a. For Core Based Server Licenses:
i. an unlimited number of Client Connections can access the Server;
ii. use of the Software is limited by the number of Cores as defined in the
authorization key, Transaction Document or License File or as identified in
the operating system; and
iii. the Software must not be used as a hosting solution for third parties.
(b) Software License.

(i) If Customer has licensed the Software on a Per Server/Core basis the Software may be
installed on a single Server that will be the designated Device under the Agreement. 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 Customer).
(ii) Alternatively, if access to the Server Software is licensed for use on a Client Connection
basis, then each Client Connection can access a single instance of the services of the
Server from any Device.
9.2 INTOUCH HMI.

(a) Software License.
(i) Equipment Count License Grant. Certain components of the Software are licensed
according to the Equipment count. The maximum amount of Equipment that Customer may
capture information about according to established functional requirements is limited to the
number of Equipment specified for the Software licensed hereunder as specified in the
License File, Transaction Document, or License Certificate.
(b) License Restrictions.

(i) Remote Desktop Server Edition Technology. If Customer uses Remote Desktop Server
Edition or other technology to run two or more instances (copies) of the same Software on a
single Server or Device then a separate license must be purchased for each instance (copy)
of the Software being run.
(ii) Runtime Restriction. If the Software licensed under the Agreement is for “Runtime” use,
then it may only be used to run a specific application, and may not be used either (a) to
develop, and/or (b) in conjunction with, new applications, databases, or tables other than
those contained in the specific application to which the “Runtime” license relates. This
provision does not prohibit Customer from using a tool to run queries or reports from existing
tables, or from using a separately licensed development environment to configure or extend
such specific application.
9.3 SYSTEM PLATFORM.

(a) License Restrictions.
(i) System Platform Software. A System Platform Software license is limited by (i) the size of
the Application Name Space, which in turn is limited by the I/O Count, or the Site Count, as
25

defined in the License File, License Certificate or Transaction Document, and (ii) the number
of separate Devices which the System Platform can be physically distributed across, which
in turn is limited by the Platform Count as defined in the License File, License Certificate or
Transaction Document, and (iii) the number of TS Sessions which the System Platform can
be physically distributed across, which in turn is limited by the TS Session Count as defined
in the License Certificate or Transaction Document. Additionally, (i) the System Platform
license contains Software which can be installed on multiple computers, (ii) the Software
contained in the license cannot be separated or upgraded separately from the System
Platform license and (iii) the license must be used within a single Application Name Space.
(ii) Operations (formerly SuiteVoyager™). If the Software licensed by Customer under the
Agreement includes a license for Software known as Operations, then the Customer’s access
to Operations is limited by Per Server Use. Under Per Server Use then Customer must
purchase an Operations CAL which limits the number of Devices and/or Users accessing or
utilizing the services of Operations. If Customer’s use of Operations requires the access of
any database, then Customer must purchase the required access license for each database
accessed.
(iii) Galaxy Repository (GR) Access. The use of the Galaxy Repository (GR) Access interface
and associated. DLLs by a Non-AVEVA client application is restricted to the physical device
where the Development Studio License is located.
9.4 DEVELOPMENT STUDIO.

(i) Toolkit Software Restrictions and Rights. A Toolkit Software license provides the ability to
extend Software within the limits of the specific Toolkit License as defined in the License
Certificate. Subject to the then-current AVEVA licensing requirements, Customer may further
distribute the application created with the Toolkit Software with other third-party users of
Software provided that Customer: (i) includes AVEVA’s copyright and other proprietary rights
notices; (ii) indemnifies, holds harmless and defends AVEVA and its suppliers from and
against any claims or lawsuits, including attorney’s fees, that arise or result from the use or
distribution of the I/O servers, Extension Tools, SDK Tools or Customer’s products; (iii)
agrees that all such items are provided “AS IS” without warranty of any kind, and (iv)
otherwise comply with the terms and limitations of the Agreement.
(ii) Remote Desktop Server Edition Technology. If Customer uses Remote Desktop Server
Edition or other technology to run two or more instances (copies) of the same Software on a
single Server or Device then a separate license must be purchased for each instance (copy)
of the Software being run.
(iii) Runtime Restriction. If the Software licensed hereunder is for “Runtime” use, then it may
only be used to run a specific application, and may not be used either (a) to develop, and/or
(b) in conjunction with, new applications, databases, or tables other than those contained in
the specific application to which the “Runtime” license relates. This provision does not
prohibit Customer from using a tool to run queries or reports from existing tables, or from
using a separately licensed development environment to configure or extend such specific
application.
(iv) Development Studio and Advanced Development Studio Use and Restrictions. Development
Studio includes application development tools that are used to develop applications for
deployment of the System Platform Software, InTouch HMI and other AVEVA runtime
applications as well as tools to configure Historian. Development Studio Software is licensed
solely on a Per Device basis. The Development Studio Software may only be used to
develop a specific application, and may not be used to run the application in a production
environment except for Historian, InTouch Runtime, ActiveFactory, and I/O Servers, if
located on the same device as the Development License.
9.5 HISTORIAN.
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(i) Information Server (formerly SuiteVoyager™). If the Software licensed by Customer
hereunder includes a license for Software known as Information Server, then the Customer’s
access to Information Server is limited by Per Server Use. Under Per Server Use the
Customer must purchase an Information Server CAL which limits the number of Devices
and/or Users accessing or utilizing the services of Information Server. If Customer’s use of
Information Server requires the access of any database, Customer must purchase the
required access license for each database accessed.
9.6 HISTORIAN CLIENTS.

(a) Information Server (formerly SuiteVoyager™). If the Software licensed by Customer hereunder
includes a license for Software known as Information Server, then the Customer’s access to
Information Server is limited by Per Server Use. Under Per Server Use the Customer must
purchase an Information Server CAL which limits the number of Devices and/or Users accessing
or utilizing the services of Information Server. If Customer’s use of Information Server requires
the access of any database, Customer must purchase the required access license for each
database accessed.
9.7 OPERATIONS.
number of Equipment specified for the Software licensed under the Agreement as specified
in the License File, Transaction Document or License Certificate.
9.8 PERFORMANCE.
9.9 INTELLIGENCE.
(i) Intelligence Server. If the Software licensed by Customer hereunder includes a license for
Software known as Intelligence Server, then the Customer’s access to Intelligence Server
is limited by Per Server Use. Under Per Server Use, the Customer must purchase an
Intelligence Server CAL which limits the number of Devices and/or Users accessing or
utilizing the services of Intelligence Server. If Customer’s use of Intelligence Server requires
the access of any database, Customer must purchase the required access license for each
database accessed.
(ii) OEM Version of Tableau Software. Intelligence Clients are provided using an OEM version
of Tableau software. Intelligence Clients allow connecting to a set of data sources as
enabled in the Intelligence Analytics Client only if those data sources are configured in the
Intelligence Server software. Standalone use of this OEM version of Tableau software to
connect data sources that are not configured in Intelligence Server is strictly prohibited and
is a breach of the Agreement.
(iii) Licensing Modes. Customer cannot mix the licensing modes for Dashboard Users on the
same License Certificate. Access to the Server may either be “Per Named User”, or “Per
Server Use”, or “Per Core Use”.
9.10 ENTERPRISE INTEGRATION.

27

(i) Use Restrictions. Customer may transfer the Software from one designated Device to
another for application development or for operation of the Software provided that: (i) the
Software (including the License Files) is completely removed from the initial designated
Device prior to installing the Software on the second Device, and (ii) the end-user
identification information (including the identification and location of the designated Device)
contained within the License File remains accurate. Enterprise Integration Server is
comprised of components in the form of services and .DLLs. Those components may be
distributed across more than one Device but only one instance of each component can be
installed and active on a Device per Enterprise Integration Server license.
9.11 QUALITY.
according to the Equipment Count. The maximum amount of Equipment that Customer may
9.12 INTOUCH EDGE HMI.

(a) Unless terminated in accordance with the Agreement, Customer’s license for InTouch Edge HMI
Software is a perpetual license. Such license allows Customer to install and use InTouch Edge
HMI Software on a single Device.
9.13 INDUSOFT WEB EDITION.

(a) Unless terminated in accordance with the Agreement, Customer’s license for InduSoft Web
Edition Software is a perpetual license. Such license allows Customer to install and use InduSoft
Web Edition Software on a single Device.
(b) The following provisions apply only if Customer obtained the Software from the Wind River
Marketplace:
(i) “Wind River Marketplace” means the Wind River Marketplace web application operated by
or for Wind River Systems, Inc. (“Wind River”), where Wind River may post and distribute
partner products to Wind River Marketplace users.
(ii) Subject to Customer’s compliance with its obligations under the Agreement, AVEVA grants
to Customer a royalty free, personal, non-transferable, non-exclusive, non-sublicensable,
worldwide, limited demonstration license to perform, display, and use the Software and any
content contained in, accessed by, or transmitted through the Software for Customer’s
internal business use, solely to evaluate the features, functionality and performance of the
Software and solely with the Wind River product VxWorks 7.
(iii) The following disclaimers on behalf of AVEVA and Wind River are in addition to and not in
lieu of the disclaimers set forth in the Agreement:
a. THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTIES OF ANY KIND
AND AVEVA, FOR ITSELF AND ON BEHALF OF WIND RIVER, HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AVEVA, ITS
DEALERS, DISTRIBUTORS, OR AGENTS OR EMPLOYEES WILL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES
GIVEN IN THE AGREEMENT, AND CUSTOMER MAY NOT RELY ON ANY
SUCH INFORMATION OR ADVICE. NEITHER AVEVA NOR WIND RIVER
WARRANTS THAT THE SOFTWARE WILL MEET CUSTOMER’S
REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN COMBINATIONS
OTHER THAN AS SPECIFIED IN THE DOCUMENTATION, THAT THE
28

OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-
FREE OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE
SECURITY THREATS, INTERNET THREATS, OR OTHER THREATS OR
INTERRUPTIONS.
(iv) The following limitation of liability on behalf of AVEVA and Wind River is in addition to and
not in lieu of the limitation of liability set forth in the Agreement:
a. NEITHER AVEVA NOR WIND RIVER SHALL HAVE ANY LIABILITY FOR ANY
DIRECT, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN
AN ACTION IN CONTRACT OR TORT, EVEN IF AVEVA OR WIND RIVER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A
REMEDY SET FORTH IN THIS SCHEDULE (OR THE AGREEMENT) IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.14 CITECT HISTORIAN.

(i) Unless terminated in accordance with the Agreement, Customer’s license for CITECT
HISTORIAN Software is a perpetual license. Such license allows Customer to install and
use CITECT HISTORIAN Software solely on the System described in the Transaction
Document for Customer’s ordinary internal business, under the terms and conditions herein.
(ii) The Software is in “use" when loaded into temporary memory (i.e., RAM) or installed into
permanent memory (e.g., hard disk, CD-ROM, DVD-ROM, network storage device, or other
storage device).
(iii) Customer may need to activate the Software through the use of internet or telephone; toll
charges may apply.
(iv) There are technological measures in this Software that are designed to prevent unlicensed
or illegal use of the Software. Customer agree that AVEVA may use those measures and
Customer agree to follow any requirements regarding such technological measures.
(v) Unless Customer has acquired a Corporate License as set forth in Section 10.14(f) below,
floating, concurrent or shared use of the Software is not permitted under this Agreement
and Customer’s use of the Software that is licensed to Customer under this Agreement shall
vary as Customer will have acquired a Single User License or a Multiple User License.
(vi) A Single User License can only be installed and used on a single personal computer at any
given time and is prohibited from being installed and used on a network or any other multi-
station computer system that allows simultaneous use by several users.
(vii) A Multiple User License allows concurrent and unrestricted number of installations of the
corresponding Software on several personal computers, on a network or any other multi-
station computer system, but a Multiple User License restricts the number of users to the
number defined for the corresponding purchased and registered Software. Where Customer
would use a Multiple User License via a network or any other multi-station computer system,
it shall be Customer’s responsibility to put in place such means as necessary to guarantee
that all restrictions set forth in this Agreement are followed.
(viii) Additionally, the use of the Software is intended only for use with a content owned by the
user, a public domain content or a properly licensed content. Customer may require a
patent, copyright, or other license from a third party to create, copy, download, record or
save content files for use with the Software or to serve or distribute such files to be used
with the Software. Customer agrees that Customer shall only use the Software and its
documentation in a manner that complies with all applicable laws in the jurisdictions in which
Customer use or are downloading the Software and its documentation, including, but not
limited to, applicable restrictions concerning copyright and other intellectual property rights.
Customer may not use the Software in an attempt to, or in conjunction with any device,
program or service designed to, circumvent technological measures employed to control
access to, or the rights in, a content file or other work protected by the copyright laws of any
jurisdiction.
29

(ix) Customer shall be responsible for the proper installation of the Software as per the terms of
its documentation and Customer shall bear all expenses and costs in connection therewith.
AVEVA provides no maintenance or support services in connection with the Software, other
than those which may be defined by way of separate agreement.

(i) Not for Resale Software. If the Software is labelled “Not For Resale”, then,
notwithstanding other sections of this Agreement, Customer’s use of the Software is
limited to use for demonstration, test or evaluation purposes and Customer may not
resell, or otherwise transfer for value, said Software.
(c) 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 does 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 federal or state level, when
applicable); the foregoing obligation of indemnification shall survive the expiry or
termination of the Agreement;
e. Customer does not permit further redistribution of the Software (including
Customer’s modifications thereto) by third parties except as part of Customer’s
f. Customer concludes Customer’s own license agreement to grant the right to use
Customer’s Authorized Applications to any third party; and
g. Customer otherwise comply with the terms of the Agreement.
(d) Embedding the Software. Customer may embed or otherwise integrate the Software within
Customer’s own product or a third-party product, provided that:
(i) Customer has validly licensed the Software from AVEVA or its authorized resellers;
30

(ii) Customer performs such embedding or integration in a manner that complies with the
Software documentation to the extent said documentation contains any instructions or
recommendations in relation therewith; and
(iii) Customer complies - with respect to Customer’s own products and said Third Party-
Products - with each of the same requirements as set forth hereinabove concerning
Authorized Applications; said foregoing requirements shall apply mutatis mutandis to any
of Customer’s 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.
(e) License Key.

(i) Customer acknowledges that, if the Software is protected by a lock, the Software cannot be
used except in conjunction with a valid software key code or a hardware key (the ‘License
Key’) provided to Customer or to another person on Customer behalf by or on behalf of
AVEVA or its authorised reseller.
(ii) Customer agrees that such License Key is to be used solely with the Software for which it
is provided, unless otherwise indicated in writing by AVEVA. While AVEVA may, in its sole
discretion, provide Customer with the License Key prior to receipt from Customer of the
applicable license fees, Customer will remain obligated to pay such fees to AVEVA.
(iii) Risk in the media on which the Software and License Key are provided passes to Customer
upon delivery. In the event that the Software or License Key is lost, stolen or destroyed
after delivery, AVEVA will not be required to replace the Software or License Key.
(iv) In the event of a lost, stolen or destroyed License Key, and if AVEVA agrees to replace the
License Key, prior to AVEVA providing a replacement License Key to Customer, Customer
must:
a. provide a statutory declaration signed by Customer to AVEVA that confirms
Customer has permanently lost or destroyed the Software or License Key that is
to be replaced and that Customer has not retained the Software or License Key in
any form nor included it with any other software or system owned, operated or
controlled by Customer; and
b. comply with any other direction of AVEVA related to the replacement.
(v) If the License Key is faulty, and provided that such fault is attributable to an act or
omission by AVEVA, AVEVA will replace the License Key if the faulty License Key
is returned within the warranty period specified by AVEVA. Subject to Section 10
(Warranties) of the Software Addendum, if the faulty License Key is not returned within
said warranty period, AVEVA will replace the License Key upon payment by Customer
of an administration fee to be advised by AVEVA at the time.
(f) Corporate License.

(i) Customer may not acquire a Corporate License unless Customer is a company or a
corporation.
(ii) If and when acquiring a Corporate License, Customer acquires a concurrent use license
under the following limits:
a. Customer may install the Software for use by users from and to the Sites only;
- Any use of a Software licensed to Customer under a Corporate License is
strictly prohibited by any person who or which is not a user, and from or to a
location which does not qualify as a Site as defined hereunder.
(iii) If and when acquiring a Corporate License, it is agreed that:
31

a. Customer acquires the right to copy or reproduce the Software and its
documentation including the right to duplicate the media on which the Software
is provided to Customer and the related license file; and Customer acquires
the right to permit the use of the Software by any company or corporation which
an Affiliate, in both cases, for the sole and restricted purpose of exercising the
concurrent use license right granted to Customer under said Corporate License
within the limits set forth herein.
(g) Microsoft License. Microsoft license conditions apply to any Microsoft software embedded
and/or used in conjunction with the Software. The terms and conditions for use for Microsoft
SQL Server 2012 Standard Edition can be found in the SQL Server 2012 Standard OEM
document, which can be obtained from the Microsoft Website here:
http://www.microsoftvolumelicensing.com/userights/ProductPage.aspx?pid=397 Other
specific Microsoft license conditions can be found on Microsoft Website.
9.15 CITECT SCADA.

(i) License. For the purposes of the license of Citect SCADA Software all references to
AVEVA will refer to Schneider Electric Software Australia Pty Limited ACN 113 112 744.
(ii) Device 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 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). One CAL is provided with a single Server
license, which must be dedicated to a single Device. Additional 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) and each Per Device CAL must be dedicated to a single Device. Server
Software is licensed on a Per Server Use basis. The maximum number of Devices that
may access or utilize the services of the Server Software at a given point in time is equal
to the number of Device CALs that have been purchased and designated for use for each
Device with that Server. CALs authorize access or use of only the specific Server
Software associated with such Client license. If any Software is licensed on a Per Server
Use basis, and accesses any database or data source, then Customer may be required
to purchase the required access license for each database or data source accessed.
Failure of Customer to purchase a required database or data source license is a material
breach of the Agreement.
(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.
(iii) Customer may distribute or otherwise make available Authorized Applications provided
32

Customer complies with each of the requirements set forth below:
c. Customer does not use AVEVA’s name, logo or trademarks to market or identify
g. Customer otherwise comply with the terms of the Agreement.
(c) Embedding the Software. Customer may embed or otherwise integrate the Software within
Customer’s own product or a third-party product, provided that:
(i) Customer has validly licensed the Software from AVEVA or its authorized resellers;
(ii) Customer performs such embedding or integration in a manner that complies with the
Software documentation to the extent said documentation contains any instructions or
recommendations in relation therewith; and
(iii) Customer complies - with respect to Customer’s own products and said Third Party Products
- with each of the same requirements as set forth hereinabove concerning Authorized
Applications; said foregoing requirements shall apply mutatis mutandis to any of Customer’s
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.
9.16 AMPLA.
(i) License. For the purposes of the license of Ampla 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
33

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.
(iii) Customer may distribute or otherwise make available Authorized Applications provided Customer
complies with each of the requirements set forth below:
c. Customer do not use AVEVA’s name, logo or trademarks to market or identify
g. Customer otherwise complies with the terms of the Agreement.
9.17 ENERGY PERFORMANCE FOR MANUFACTURING SOFTWARE.

(a) Modification Restrictions.
(i) In addition to any other license restrictions set forth in the Agreement for the Software,
Customer may not modify the predefined Energy Performance Intelligence Model unless
the license for the Software is specified as an Open Intelligence Model in the applicable
Transaction Document. If the license model for the Software is specified as an Open
Intelligence Model, then any modification of the predefined Energy Performance Intelligence
Model will be limited to the addition of more dimensions and measures.
34

9.18 WATER NETWORK OPTIMIZATION SOFTWARE.
Customer’s license of the Software will be subject to the limitation on the Water Flow Rate
as set forth in the applicable Transaction Document.
9.19 PERFORMANCE MANAGER SOFTWARE.

Customer’s license of the Software will be limited to the number of Megawatt Units and/or
number of Power Generation Units set forth in the applicable Transaction Document, along
with any limitations on the number of “KPIs” as defined in the KPI Manager, the number of
cases defined in the decision manager, and/or the number of modeled applications that are
unified in the operational data management model.
(ii) Customer agrees and acknowledges that any domain applications that are loaded with the
Software will only be applied to one licensed Software (Performance Manager) server.
9.20 LINE PERFORMANCE SOFTWARE.

Customer’s license of the Software will be limited to the number of Concurrent User Logins
and the specified Equipment/Segment set forth in the applicable Transaction Document.
9.21 LABEL ASSURANCE SOFTWARE.

Customer’s license of the Software will be limited to the size, number, and/or location of the
Label Assurance Server and/or the Label Assurance Line Client(s) as set forth in the
applicable Transaction Document.
9.22 OASyS.
(i) Unless terminated in accordance with the Agreement, Customer’s license for OASyS
Software is a perpetual license. Such license allows Customer to install and use OASyS
Software solely on the System described in the Transaction Document for Customer’s
ordinary internal business, under the terms and conditions herein.
(ii) In addition to any other license restrictions set forth in the Agreement for the Software,
Customer’s license of the Software will be limited to the number of computers or work
stations set forth in the applicable Transaction Document.

(i) Customer shall not copy the Software except to copy it onto the System and to make copies
solely for backup purposes (with the inclusion of AVEVA’s copyright and/or proprietary
notice). However, Customer may make copies of the documentation provided to Customer
by AVEVA with the Software provided that such copies are for internal use only and include
all of AVEVA’s copyright and/or proprietary notices. Customer shall keep accurate records
of the number and location of each copy and shall ensure that no copies of the Software are
removed to anywhere other than a Site.
(ii) This License granted by AVEVA to Customer is a network license. AVEVA’s RealTime
Services and Historical Services software will be installed on servers forming part of
Customer’s System in the configuration as shown in Transaction Document (ie. single, Dual
Redundant or Triple Redundant). The RealTime Services, Historical Services and
application Software may be accessed by the number of Seats specified in Transaction
Document.
35

(iii) Customer shall have the right to transfer, with AVEVA’s prior written consent (such consent
not to be unreasonably withheld), use of the Software to a location other than a Site by
sending prior written notice of the new location. Once such transfer has been made, the
new location shall become included in the definition of “Site(s)”. Customer shall have the
right to use the Software without charge or prior consent at another location on a temporary
basis if computer equipment at any Site becomes inoperative. Once the equipment at the
original Site becomes operational, then Customer shall promptly return the Software to the
original Site and shall discontinue use elsewhere.
(iv) Customer shall not use the Software for acquisition or processing of data on behalf of any
Third Party outside permitted Customer’s ordinary internal business use without the consent
of AVEVA.
9.23 Sim Suite.
(i) Unless terminated in accordance with the Agreement, Customer’s license for Sim Suite
Software is a perpetual license. Such license allows Customer to install and use Sim Suite
Software solely on the System described in the Transaction Document for Customer’s
ordinary internal business, under the terms and conditions herein.

(ii) This License granted by AVEVA to Customer is a network license. AVEVA’s RealTime
Services and Historical Services software will be installed on servers forming part of
Customer’s System in the configuration as shown in Transaction Document (ie. single, Dual
Redundant or Triple Redundant). The RealTime Services, Historical Services and
application Software may be accessed by the number of Seats specified in Transaction
Document.
(iii) Customer shall have the right to transfer, with AVEVA’s prior written consent (such consent
original Site becomes operational, then Customer shall promptly return the Software to the
original Site and shall discontinue use elsewhere.
(iv) Customer shall not use the Software for acquisition or processing of data on behalf of any
of AVEVA.
9.24 Commercial Advisor/Polaris.

(i) Unless terminated in accordance with the Agreement, Customer’s license for Polaris
Software is a perpetual license. Such license allows Customer and its Affiliates to use
Polaris Software solely on the Volumetric Accounting System described in the Transaction
Document for Customer’s ordinary internal business, under the terms and conditions herein.
36


(ii) Customer shall have the right to transfer, with AVEVA’s prior written consent (such consent
original Site becomes operational, then Customer or its Affiliate shall promptly return the
Software to the original Site and shall discontinue use elsewhere.
(iii) Customer shall not use the Software for acquisition or processing of data on behalf of any
of AVEVA.
37

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NOTICE: THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE RECIPIENT OF THE PRODUCTS

IF YOU CLICK THE “I ACCEPT” BUTTON:

AVEVA GENERAL TERMS AND CONDITIONS

1. STRUCTURE AND ORDER OF PRIORITY.

3. PAYMENTS AND INVOICING.

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4. INTELLECTUAL PROPERTY RIGHTS.

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AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

10. TERM AND TERMINATION.

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AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

1.0 ADDITIONAL DEFINITIONS.

2.0 PURCHASE OF SOFTWARE.

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3.0 LICENSE RIGHTS.

3.2 License Restrictions.

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4.0 RECORD KEEPING, AUDITS, AND COMPLIANCE CERTIFICATES.

5.0 HIGH RISK USE.

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7.0 SUPPORTING HARDWARE.

8.0 GOVERNMENT CONTRACTS.

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11.0 ADDITIONAL INDEMNIFICATION.

12.0 CUSTOMER OBLIGATIONS.

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AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

2.15 “Equipment Count” means the number of Equipment.

2.17 “Facility” means the location(s) where the Software is installed.

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2.27 “Named Device” means a specified, individual Device.

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2.42 “Runtime Report” means a discrete report active in the Software.

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AVEVA Clickwrap EULA P&O APM M&C-v1.1-18 March 2019 (JS)

5. ADDITIONAL LICENSE PROVISIONS.

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8. MULTIPLEXING AND POOLING.

9. ADDITIONAL SOFTWARE SPECIFIC TERMS AND CONDITIONS.

9.1 WORKFLOW MANAGEMENT.

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(b) Software License.

9.2 INTOUCH HMI.

(b) License Restrictions.

9.3 SYSTEM PLATFORM.

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9.4 DEVELOPMENT STUDIO.

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9.6 HISTORIAN CLIENTS.

9.10 ENTERPRISE INTEGRATION.

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9.12 INTOUCH EDGE HMI.

9.13 INDUSOFT WEB EDITION.

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9.14 CITECT HISTORIAN.

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