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1.21. "Third Party Software"is defined in Section 5.3.
<br /> 1.22. "User"is defined in Section 3.8.2.
<br /> 2. SCOPE
<br /> This Agreement sets forth the terms and conditions that govern any Order issued based on this quote or proposal and the provision of GE Offerings
<br /> described herein and consists of:(a)these General Terms and Conditions,(b)the GE proposal or quote to which these General Terms and Conditions
<br /> are attached,and(c)the appendices attached hereto.Any purchase order,order receipt,acceptance,confirmation,correspondence,online terms,or
<br /> other confirmatory documents presented by Customer shall be deemed to be presented for payment purposes only,and GE specifically objects to,and
<br /> shall not be bound by,any additional or different terms contained in such documents. In the event of any inconsistency, these General Terms and
<br /> Conditions shall take precedence over any conflicting or inconsistent term in the Order.
<br /> 3. HOSTED SERVICES
<br /> 3.1. General."Hosted Services"are computer software applications,software platforms,and equipment monitoring services that are hosted by GE
<br /> and provided as a service to Customer. GE shall provide Customer with remote access to the Hosted Services for the term of Customer's paid
<br /> subscription,as described in the Order.Customer agrees to use the Hosted Services solely in accordance with this Agreement,the product-specific
<br /> terms and conditions described in Appendix A,and the written documentation published or provided by GE for the Hosted Services(collectively,
<br /> "Service Documentation").
<br /> 3.2. Hosted Services Warranty.For the term of Customer's paid subscription to the Hosted Services,GE warrants that such Hosted Services will
<br /> materially comply with the then current Service Documentation provided for the Hosted Service. Customer acknowledges that GE may deliver
<br /> continuous updates,changes,and improvements to the Hosted Services and the Service Documentation.GE may notify Customer of such changes by
<br /> publishing updates or changes to GE's Web site for the Hosted Services or by means of written notice to Customer.Customer's sole remedy,and GE's
<br /> sole obligation and liability,for any failure of the Hosted Services to conform to this warranty is for GE,at its option,to:(1)provide a correction or
<br /> work-around or provide an issue resolution,or(2)permit Customer to terminate its subscription to the affected Hosted Services and receive a refund
<br /> of the prepaid fees,if any,for the terminated and unexpired portion of such subscription.
<br /> 3.3. Disclaimers.WITHOUT LIMITING THE DISCLAIMERS IN SECTION 9.2,GE SPECIFICALLY DISCLAIMS ANY REPRESENTATION
<br /> OR WARRANTY THAT HOSTED SERVICES WILL OPERATE FREE FROM ERROR, INTERRUPTION, OR DISRUPTION, INCLUDING,
<br /> WITHOUT LIMITATION, DUE TO CYBER-ATTACKS, MALICIOUS OR OTHERWISE, OR FROM INTERRUPTIONS IN INTERNET
<br /> CONNECTIVITY(INCLUDING DELAYS OR PACKET LOSS).CUSTOMER ACKNOWLEDGES THAT THE HOSTED SERVICES ARE NOT
<br /> INTENDED FOR REAL-TIME CONTROL OR MONITORING DUE TO THE POSSIBILITY OF INTERRUPTIONS IN SERVICE OR
<br /> CONNECTIVITY.CUSTOMER IS SOLELY RESPONSIBLE FOR THE SAFE AND CONTINUOUS OPERATION OF ITS EQUIPMENT,FOR
<br /> VERIFYING RESULTS GENERATED BY THE HOSTED SERVICES, AND FOR TAKING APPROPRIATE ACTIONS BASED ON SUCH
<br /> RESULTS.
<br /> 3.4. Changes. GE may change,discontinue, or deprecate any of the Hosted Services(including individual services or the Hosted Services as a
<br /> whole)or change or remove features or functionality of the Hosted Services or revise the applicable Service Documentation. Without limiting the
<br /> generality of the foregoing,GE may change,terminate,or discontinue all or a portion of a Hosted Service if required by changes in GE's relationship
<br /> with a third party provider or licensor;if required to comply with law or requests or government entities;if providing the Hosted Services could create
<br /> a substantial economic or technical burden or material legal or security risk;or if GE determines that use of the Hosted Services by Customer or the
<br /> provision of the Hosted Services to Customer is prohibited or impractical due to a legal or regulatory reason.GE may change,discontinue,or add to
<br /> the Support Services for the Hosted Services from time to time by posting a notice to the Web site where such Support Services are described.If such
<br /> changes have a materially adverse effect on Customer's use of the Hosted Services, Customer may notify GE in writing, and GE may propose
<br /> resolutions or work-arounds. If GE is unable to provide Customer with a resolution or work-around reasonably satisfactory to Customer, then
<br /> Customer may terminate its subscription to the affected Hosted Services upon written notice to GE and receive a refund of the prepaid fees,if any,for
<br /> the terminated and unexpired portion of such subscription.
<br /> 3.5. Use Limitations.Customer's Order may specify usage or deployment limitations relating to the Hosted Services.GE may enforce such usage
<br /> limitations by technical or resource restrictions,or GE may permit excess usage and invoice Customer for such use at GE's standard rates.Customer
<br /> agrees to pay for such additional invoices in accordance with the payment terms of this Agreement.If a usage limitation designated in the Order is
<br /> based on limitations or entitlements not monitored by GE,then Customer agrees to limit its usage only to the designated scope and promptly notify
<br /> GE if such limitations are exceeded.Customer shall use the Hosted Services solely for its internal business purposes as permitted by this Agreement
<br /> and shall not license,sublicense,sell,resell,rent,lease,transfer,assign,publish,disclose,time share or otherwise commercially exploit the Hosted
<br /> Services or make the Hosted Services available to any third party,other than as expressly permitted by this Agreement.
<br /> 3.6. Suspension. GE may suspend Customer's right to access or use any portion or all of the Hosted Services upon notice to Customer if GE
<br /> determines that Customer's use of or registration for the Hosted Services:(i)is unlawful,fraudulent,or prohibited by law,(ii)poses a security threat
<br /> to the Hosted Services, GE, GE's Affiliates, or any third party, (iii) may adversely impact the integrity of the Hosted Services or the systems or
<br /> content of any other customer,(iv)may subject GE,GE's Affiliates,or any third party to liability,(v)violates the Acceptable Use Policy or acts in a
<br /> manner inconsistent with Customer's Responsibilities as set forth in Section 3.8,or(vi)exceeds the scope of use authorized by GE. GE may also
<br /> suspend Hosted Services if Customer is more than 30 days overdue on any payment obligation under this Agreement. GE shall use commercially
<br /> reasonable efforts to re-establish Hosted Services after GE determines the cause of the suspension has been resolved. Any suspension under this
<br /> paragraph shall not excuse Customer's payment obligations under this Agreement.
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL TJRM3 AND CONDITIONS v3.0 AUGUST 2018
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