2019-04-24 CC Packet - Laserfiche WebLink

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Terms&Conditions The license or provision of the GE products and services by the GE Digital business (hereinafter "GE") submitting this proposal or quote is expressly conditioned upon the terms and conditions contained or referred to herein. Any authorization by Customer to furnish the GE Offerings will constitute acceptance of these terms and conditions. 1. DEFINITIONS The capitalized terms used in this Agreement shall have the meaning given to them below.Words imparting the singular shall also include the plural and vice versa,as the context requires.GE and Customer are each referred to herein as a"Party"and together as the"Parties."The term"General Terms and Conditions" shall mean specifically the body of the following section,and all appendices attached hereto.The term"Agreement" shall mean,collectively,these General Terms and Conditions and any Order issuing from the attached quote or proposal. 1.1. "Acceptable Use Policy"is defined in Appendix A.. 1.2. "Affiliate"means,with respect to a Party,an entity that controls,is controlled by,or is under common control with such Party,where control means ownership,directly or indirectly,of 50%or more of the voting shares of the subject entity or the right to appoint a majority of the board of directors of the subject entity. 1.3. "Change Order"is defined in Section 6.1. 1.4. "Confidential Information"of a Party means all of that Party's information and documentation disclosed to or accessed by the other Party in connection with this Agreement that is marked(or,if disclosed other than in writing,designated at the time of disclosure)as"confidential"or with a similar designation,including any information developed by reference to or use of the other Party's Confidential Information. GE's Confidential Information includes the GE Offerings."Confidential Information"does not include information that:(a)is independently developed by the receiving Party,as demonstrated by the recipient's written records,without violating the disclosing Party's proprietary rights;(b)is or becomes publicly known (other than through unauthorized disclosure); (c) is disclosed by the owner of such information to a third party free of any obligation of confidentiality;(d)is already known by the receiving Party at the time of disclosure,as demonstrated by the receiving Party's written records,and the receiving Party has no obligation of confidentiality other than pursuant to this Agreement;or(e)is rightfully received by the receiving Party free of any obligation of confidentiality. 1.5. "Customer Content" means data, information, documentation, and software provided by Customer for use in connection with the GE Offerings. 1.6. "Deliverables"are defined in Section 6.3. 1.7. "Data Protection Plan"is defined in Section 3.7. 1.8. "Embedded Software"is defined in Section 4.2. 1.9. "GE Offerings"means,collectively,the Hosted Services,Hardware,Software,Professional Services,and Support Services provided by GE in accordance with this Agreement. 1.10. "Hardware"means hardware equipment that is provided by GE to Customer,as described in Section 4. 1.11. "Hosted Services"are defined in Section 3. 1.12. "Infringement Claim"is defined in Section 12.1. 1.13. "Open Source Software" means any software that is distributed as"free software," "open source software"or under a similar licensing or distribution model,including without limitation the GNU General Public License(GPL)(including the GNU Affero GPL License), GNU Lesser General Public License(LGPL),Mozilla Public License(MPL),BSD licenses,the Artistic License,the Netscape Public License,the Sun Community Source License(SCSL),the Sun Industry Standards License(SISL)and the Apache License. 1.14. "Order"means Customer's acceptance of GE's quote or proposal to which these General Terms and Conditions are attached. 1.15. "Professional Services"are defined in Section 6.1. 1.16. "Service Documentation"is defined in Section 3.1. 1.17. "Software"is defined in Section 5.1. 1.18. "SOW"or"Statement of Work"is defined in Section 6.1. 1.19. "Support Services"means services associated with the support programs described in Appendix A. 1.20. "Third Party Services"are defined in Section 3.9. Page:ff3��of 15 GE CONFIDENTIAL GE DIGITAL GENERAL T1RM3 AND CONDITIONS v3.0 AUGUST 2018