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5.3. Separately Licensed Software. Some Software may be supplied to Customer under a separate license agreement,including Open Source
<br /> Software("Third Party Software").Customer's use of such Third Party Software will be governed by such separate license agreements.GE shall have
<br /> no warranty,support,maintenance,or other obligations or liability under this Agreement with respect to such Third Party Software.
<br /> 5.4. Customer Responsibilities.Unless otherwise specified in the Order,Customer shall be solely responsible for:
<br /> a) properly installing,configuring,and using the Software in accordance with applicable documentation,
<br /> b) providing any hardware,equipment,and physical infrastructure necessary to run the Software,
<br /> c) providing any third party software not included in the Software,
<br /> d) maintaining the security,privacy,and backup of Customer Content,
<br /> e) compliance with applicable laws related to the use,storage,or processing of Customer Content,
<br /> f) the proper operation,control,and maintenance of Customer equipment monitored by the Software,and
<br /> g) applying patches,bug fixes,upgrades,and updates of the Software or third party software.
<br /> 5.5. GE Software Warranty. GE warrants that as of the date of delivery by GE, Software will materially conform with the written product
<br /> documentation supplied with the Software.If within ninety(90)days of the date of delivery it is shown that the Software does not meet this warranty,
<br /> GE shall,at its option,either correct the defect or error in the Software,free of charge,or make available to Customer satisfactory substitute software,
<br /> or,if none of the foregoing is reasonably practicable,offer to return to Customer all payments made as license fees therefor after Customer certifies
<br /> that it has returned or deleted all copies of the Software in its possession. The remedy provided in this Section shall be Customer's exclusive remedy,
<br /> and GE's sole obligation and liability,for any breach by GE of the foregoing warranty.
<br /> 5.6. DISCLAIMERS. WITHOUT LIMITING THE DISCLAIMERS IN SECTION 9.2, GE SPECIFICALLY DISCLAIMS ANY
<br /> REPRESENTATION OR WARRANTY THAT: (I) SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR WILL MEET
<br /> CUSTOMER'S SPECIFIC NEEDS;(II)SOFTWARE WILL DETECT ANY PARTICULAR FAILURE,FAULT,OR CONDITION,OR PROVIDE
<br /> ANY PARTICULAR DEGREE OF ADVANCE WARNING OF AN IMPENDING FAILURE, FAULT OR CONDITION OF THE CUSTOMER
<br /> EQUIPMENT;OR(III)CYBERSECURITY SOFTWARE WILL PROVIDE COMPLETE OR COMPREHENSIVE PROTECTION AGAINST ALL
<br /> POSSIBLE SECURITY VULNERABILITIES OR UNAUTHORIZED INTRUSIONS.
<br /> 5.7. Delivery.Unless otherwise specified in the Order,Software will be made available for electronic download by Customer.GE shall be deemed to
<br /> have delivered Software when GE makes the Software available for download by Customer.If the Order specifies that Software is to be delivered to
<br /> Customer on physical media,then delivery of physical media will be made FCA GE's facility(Incoterms 2010).No title to the Software shall be
<br /> transferred.
<br /> 5.8. Return or Destruction.Upon the expiration of Customer's license,or its earlier termination in accordance with this Agreement,Customer shall
<br /> certify,at GE's written request,the deletion or return of all copies of Software in Customer's possession.
<br /> 6. PROFESSIONAL SERVICES
<br /> 6.1. Services.GE shall provide Customer with the professional services("Professional Services")set out in a written statement of work describing
<br /> the scope of services,functionality,fees,deliverables,milestones,and estimated delivery dates,and other requirements thereof("Statement of Work"
<br /> or"SOW")that is included in the Order or that issues in accordance with an Order.All material changes to any Statement of Work shall be effective
<br /> only if set forth in a fully executed change order(each a"Change Order").
<br /> 6.2. Fees and Expenses.In addition to the fees stated in the Statement of Work,Customer shall reimburse GE for all reasonable and customary
<br /> travel,lodging,and other related expenses incurred by GE or its personnel in connection with the performance of Professional Services.
<br /> 6.3. Deliverables. The deliverables resulting from Professional Services to be provided by GE to Customer will be described in the applicable
<br /> Statement of Work ("Deliverables"). Acceptance procedures for the Deliverables, if any, shall be stated in the applicable Statement of Work
<br /> Otherwise,Deliverables shall be deemed accepted by Customer if GE has not received written notice of material defects or non-conformity within
<br /> five(5)business days after delivery.No schematics or source code shall be furnished,unless specified in the Statement of Work
<br /> 6.4. License. As between the Parties, GE shall retain all rights, title, and interests to any copyright, patent, trademark, trade secret, or other
<br /> proprietary or intangible rights, that arise from GE's performance of the Professional Services, including any such rights embodied in the
<br /> Deliverables,except for the following license to Customer: upon full payment by Customer to GE of all applicable fees,GE grants to Customer a
<br /> limited,non-exclusive,non-transferable license to use the Deliverables for its internal business purposes,which license shall be perpetual and royalty-
<br /> free unless otherwise stated in the applicable SOW.
<br /> 6.5. Customer Responsibilities.If Professional Services are to be provided at Customer's site or a third-party site designated by the Customer,
<br /> Customer shall on an ongoing basis provide GE access to: (i) such site in a clean,lighted, safe,and level condition; (ii)adequate power sources,
<br /> networks,telephone,and data lines,and other utilities;and(iii)personnel,information,and documentation as reasonably required by GE. Customer
<br /> shall be responsible to obtain any required permits,approvals,authorizations,or the like to permit GE to perform services at the site. To the extent
<br /> Customer discloses or makes available to GE any materials,including Customer Content,Customer represents that it has the full right and authority to
<br /> disclose such materials to GE for purposes of performing GE's obligations hereunder.
<br /> 6.6. Professional Services Warranty.GE warrants that Professional Services performed by GE will materially conform to specifications agreed to
<br /> by the Parties in the Statement of Work and be performed in a manner consistent with standard commercial practices in the industry. If Customer
<br /> notifies GE of any material breach of this warranty within ninety (90) days from the delivery of the Deliverables, GE shall, at GE's option (i)
<br /> reperform any defective portion of the Professional Services furnished,or(ii)if reperformance is not practicable,furnish without charge additional
<br /> Professional Services in an amount essentially equal to those which,in GE's sole judgment,would have been required for reperformance.The Parties
<br /> agree that the remedy set forth in this Section shall be GE's sole obligation and liability,and Customer's sole remedy,for warranty claims arising from
<br /> or in connection with Professional Services.
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL Tll§�AND CONDITIONS v3.0 AUGUST 2018
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