Please provide title/description for this module
Brief Description Here.
Asset Life Cycle Information
Management (AVEVA NET, Change Manager (+ GateKeeper))
Asset Visualisation (AVEVA NET)
AVEVA Activity Visualisation Platform™
AVEVA Assembly Planning™
AVEVA Catalogue Manager™
AVEVA E3D Insight™
AVEVA Everything3D™ (AVEVA E3D™)
AVEVA Hull Detailed Design™
AVEVA Hull Finite Element Modeller™
AVEVA Hull Structural Design™
AVEVA Hull Weld Planning™
AVEVA Information Standards Manager™
AVEVA Initial Design™
AVEVA LFM NetView™
AVEVA LFM Server™
AVEVA NET Gatekeeper™
AVEVA NET Gateways™
AVEVA NET Workhub and Dashboard™
This Software Schedule (the "Software Schedule") supplements and is incorporated into and made a part of that certain Transaction Document, by and between AVEVA and Customer (the "Transaction Document"), in which this Software Schedule is referenced.
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.
2.1 The following capitalized terms used in this Software Schedule shall have the respective meanings specified below: 2.2 "Day" means a 24-hour period of time commencing at 00:00 (12:00 a.m.) and continuing until 23:59 (11:59 p.m.) in the time zone where the Designated Server hosting the relevant Software resides, or the remaining portion of such period when a License Key that is measured in whole or in part in a number of Days is effective for use on the day it is generated and generation occurs at a time other than 12:00 a.m.
2.3 "Designated Server" means the server identified as the "Designated Server" in the applicable Transaction Document.
2.4 "Documentation" means any documentation provided by AVEVA for the Software, in machine readable form, including, but not limited to, the technical documentation, program specification and operations manual, as applicable. 2.5 "License Key" means an alpha-numerical code required to activate the Software.
2.6 "License Period" means, in relation to any Software, the period for which Customer is permitted to Use the Software, as specified by AVEVA (including as may be set forth in a Transaction Document).
2.7 "Month" means a period of time commencing at 00:00 (12:00 a.m.) on the first day of a calendar month and terminating at 23:59 (11:59 p.m.) on the final day of the same calendar month, based on the local time zone where the Designated Server hosting the relevant Software resides.
2.8 "Notice File" means the notice file within (or included with) the Software.
2.9 "Token" (i) for purposes of the CALM model, means a notional unit that provides access to the Software when redeemed through creation of a License Key and (ii) for purposes of the Usage Based Licensing Model, means the virtual Tokens purchased by Customer which may be redeemed to create a License File allowing access and Use of the Software for the Token Access Period.
2.10 "Token Access Period" for purposes of the Usage Based Licensing Model, means the period of twelve hours during which a User may access multiple instances of each listed Software product from one workstation. The User may log in and out of the Software product at-will for the entire Token Access Period. Each Token Access Period requires redemption of the number of Tokens shown for each Software product in the Token Weighting Table. If Customer desires the Software to be used by multiple Users, it must purchase a Token Access Period for each User.
2.11 "Token Weighting Table" means the "Token Weighting Table" included in the applicable Transaction Document.
2.12 "Top-Up Tokens" means additional Tokens purchased at any time other than on an anniversary of the Transaction Document.
2.13 "User" means a single user running one or more instances of a licensed Software product from a single workstation.
2.14 "Website" for purposes of the CALM model, means the website operated by AVEVA at calm.aveva.com which allows Customer to view the number of unused Tokens available for redemption and to manage and create its CALM-generated License Keys.
3. ADDITIONAL REQUIREMENTS AND RESTRICTIONS.
3.1 Designated Systems. Customer must operate the Software on computers operating under the Microsoft Windows environment with hardware configuration and systems software compatible with the current release of the Software. 3.2 Notice File. Customer agrees to comply with the terms and conditions contained in any Notice Files.
3.3 Product Sales Codes. Customer acknowledges and agrees that AVEVA may vary, amend, modify, or delete any product sales codes assigned to the Software for identification and/or inventory purposes.
3.4 Additional Restrictions. Customer shall not transfer the Software to another location or to other equipment without AVEVA's prior written consent.
3.5 Industry and Categorical Restrictions. Customer shall not use the Software in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices unless Customer has provided full details of such proposed use to AVEVA and has received prior written approval for such use from AVEVA. In addition to Customer's indemnification obligations set forth in Section 9.2 (Indemnification by Customer) of the GTCs, if Customer does not provide such details and receive such prior written approval, then Customer will indemnify, defend, and hold harmless AVEVA and its Affiliates for any claims or liability that results from or is related to Customer's use of the Software in such areas.
4. LICENSE MODEL SPECIFIC PROVISIONS.
If any of the below license models are specified as applicable to the Software in the Transaction Document, then the terms and conditions set forth below relating to such license model shall also apply to the Software:
4.1 Initial/Annual. If Customer licenses the Software on an "Initial/Annual" basis, then the license will be on a per User basis for the Product Term and Customer will be required to pay an initial license fee and term license fee(s), each as set forth in the applicable Transaction Document.
4.2 Rental. If Customer licenses the Software on a "Rental" basis, then the license will be on a per User basis for the Product Term and Customer will be required to pay the license fees during the Product Term as set forth in the applicable Transaction Document. For clarity, the "Rental" model involves a license for a specified number of months without automatic renewal.
4.3 Client Activated License Management Model (CALM).
(a) Website Access. Within a reasonable period following execution of the Transaction Document, AVEVA will provide Customer with access to the Website, which shall be configured with the number of Tokens set forth in the Transaction Document. Customer may redeem the Tokens to create a License Key enabling Use of the licensed Software for a given period of time at the exchange rate established for the Software product in the Agreement.
(b) Assigned Token Value. The assigned Token value represents the use of the Software product by a single User for a certain period of time. This period of time is called the "License Access Unit" ("LAU"), which may occur as a Day or a Month, or a combination of Days and Months as determined to be most efficient based on the data Customer provides on the Website. When creating a License Key for Software for a given period, AVEVA combines LAUs in the most cost-effective manner. The Token cost for any product is calculated as follows: Number of Tokens per License Access Unit for the relevant Software, as specified in the Transaction Document x Number of such License Access Units within the relevant License Period as specified by customer or calculated in accordance with this Section x number of "Simultaneous Users" as specified by Customer.
(c) Registration of Users. Customer will register its "Designated Users" at AVEVA's website and these Designated Users will be authorized to call off Tokens.
(d) Client Activated License Management System. The below terms and conditions apply to AVEVA's provision of the Client Activated License Management System: (i) A valid License Key is necessary in order to use the Software. Customer is responsible for generating all required License Keys by redeeming Tokens via the Website; (ii) Customer must notify AVEVA of the details of all required servers. The Customer will not be able to generate a License Key in relation to a particular server until AVEVA has received and entered the relevant details on the Website; (iii) Customer may redeem Tokens against any Software product. When generating License Keys, Customer must specify the following information: (a) the required server; (b) the relevant Software; (c) the required License Access Units or the effective and end dates if choosing to enter dates; (d) the required quantity of consecutive License Access Units or the required end date of the License Period (which shall not be a date after the expiration of the Transaction Document) for the relevant License Period, as appropriate; and (e) the required number of "Simultaneous Users." (iv)Customer will be provided with a License Key only following: (a) correct entry of all necessary information; and (b) deduction from Customer's total Tokens of the appropriate number of Tokens calculated in accordance with the Agreement. Customer will not be provided with a License Key for the Software if it has insufficient Tokens; (v) If any amounts are due and payable pursuant to the Agreement, Customer will not be entitled to generate License Keys for a License Period extending beyond a period of sixty (60) days from the relevant due date for such payment until such time as the relevant payment is received in full by AVEVA; (vi) Customer may not generate a License Key with a Month LAU within the final month of the term of the Transaction Document; (vii) Each License Key will expire at midnight on the last day of the relevant License Period and Customer will not be able to use the Software thereafter unless a further appropriate License Key is generated; (viii) Unless otherwise agreed, Customer will not be entitled to any refund of Tokens in the event that Customer has generated a License Key in error; (ix) AVEVA shall use commercially reasonable efforts to ensure that the Website is available for use by Customer to generate License Keys and that Customer receives generated License Keys by email. However, Customer acknowledges and agrees that AVEVA cannot guarantee that the Website will be available at all times or that Customer will receive all emails containing License Keys; (x) If Customer continues to hold Tokens on the date of termination or expiration of the applicable Transaction Document, such Tokens shall expire and Customer will not be entitled to redeem the Tokens against any Software or to receive any refund of fees or any credit against any fees in relation to such unused Tokens.
4.4 Usage Based Licensing Model (UBL).
(a) Purchase and Use of Tokens.
(i) Under the Usage Based Licensing Model, Customer purchases Tokens that may be exchange for use of the Software for the duration of a Token Access Period. The exchange rate will be set forth in the "Token Weighting Table" set forth in the Transaction Document.
(ii) Customer shall purchase Tokens on the date of the Transaction Document and on each anniversary thereafter. Except in relation to any 'carry-over' agreement recorded in writing, Customer's right to use such Tokens will expire on the anniversary following the purchased date of the Tokens.
(iii) If Customer purchases Top-up Tokens, such Top-up Tokens may be purchased at the Fee per Top-up Token established in the Transaction Document. Except on advance written agreement with AVEVA, Top-up Tokens will expire on the anniversary of the Transaction Document immediately following the purchase date.
(iv) Where the Customer's use of the Software exhausts and exceeds its available Tokens, AVEVA may charge at its standard rates for the extra use.
(b) Recording Use of Tokens.
(i) Each Software product contains a "Usage Log" to record and transmit data to AVEVA about Customer's use of the Software to enable AVEVA to calculate Customer's Token expenditure. Customer acknowledges and consents to the use of the Usage Log, and Customer shall not take any action to interrupt the functioning of the Usage Log.
(ii) In the event the functionality of the Usage Log is interrupted, Customer will allow AVEVA immediate access to the Software in order to restore the functionality of the Usage Log, and Customer will comply with any reasonable request from AVEVA to allow AVEVA to monitor Customer's usage during the period the Usage Log was not properly functioning, including without limitation, manual reporting of usage and/or manually transmitting the Usage Log to AVEVA. A breach of Section 4.4(b)(i) or this Section 4.4(b)(ii) shall be deemed to be a material breach of the Agreement and AVEVA shall have the right to immediately terminate the Agreement without providing Customer with any opportunity to cure such breach.
(iii) In the event that Customer does not send AVEVA a copy of Usage Log, or if the Usage Log is or appears to be corrupt, AVEVA reserves the right to estimate the number of Tokens used by Customer taking into account Customer's Token commitment and usage to date.
(iv) The Parties acknowledge that the data transmitted by the Usage Log may include personal data relating to Customer's employees. Prior to such data being transmitted, Customer shall anonymize it so that any personal data included in the transmitted data is anonymized. Customer hereby indemnifies and will keep indemnified AVEVA against any damages that are awarded to be paid to any such third party in respect of a claim and any losses, costs and expenses resulting from Customer's breach of this Section 4.4(b)(iv).