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9.3. Customer Warranties.Customer represents and warrants that it has all rights and consents necessary to disclose Customer Content to GE and
<br /> to permit GE to use the Customer Content to perform GE's obligations hereunder.
<br /> 10. OWNERSHIP
<br /> 10.1. Customer Content.As between Customer and GE, Customer retains all rights,title,and interests in and to Customer Content. Except as
<br /> provided in this Agreement,GE obtains no rights under this Agreement from Customer to any Customer Content.
<br /> 10.2. Service Data.Customer consents to GE's use of Customer Content to provide the GE Offerings to Customer and to perform GE's obligations
<br /> under this Agreement. Customer further agrees that GE and its Affiliates may use information derived from Customer Content or generated by the
<br /> GE Offerings to maintain,protect,create, develop,and improve the GE Offerings and other GE products and services, to the extent permitted by
<br /> applicable law.
<br /> 10.3. Reserved Rights.Customer acknowledges that the GE Offerings are protected by the copyright,patent,trade secret,trademark,and/or other
<br /> intellectual property laws of the United States and other countries.As between GE and Customer,GE(or its Affiliates and licensors)own and reserve
<br /> all rights,title,and interests in the GE Offerings,except those rights and licenses expressly granted to Customer by this Agreement.
<br /> 10.4. Restrictions. Except as expressly authorized by this Agreement, Customer shall not (a) sublicense, copy, distribute, modify, or create
<br /> derivative works of any GE Offering, except to the extent authorized by GE under separate agreements, (b) reverse engineer, disassemble, or
<br /> decompile any GE Offering or apply any other process or procedure to derive the source code of the GE Offerings,(c)access or use the GE Offerings
<br /> in a way intended to avoid incurring fees or to exceed usage limits or quotas,or(d)remove,alter,or obscure any proprietary notices that accompany
<br /> the GE Offerings;or authorize or assist others to do any of the foregoing.
<br /> 10.5. Suggestions.If Customer provides GE or its Affiliates with any feedback or suggested improvements to the GE Offerings,then Customer
<br /> consents to GE's use and implementation of such suggestions,without compensation to Customer,and as between the Parties,GE shall solely own
<br /> products and services developed by or for GE from such suggestions.
<br /> 11. CONFIDENTIALITY
<br /> 11.1. Non-Disclosure and Non-Use.A Party receiving Confidential Information(the"Receiving Party_")shall not directly or indirectly,at anytime,
<br /> without the prior written consent of the Party disclosing such Confidential Information (the"Disclosing Party"),use or disclose the Confidential
<br /> Information or any part thereof for any use other than necessary for the performance of the Receiving Party's obligations under this Agreement or as
<br /> otherwise expressly permitted by this Agreement.The Receiving Party shall use reasonable efforts,but not less than those efforts it uses to protect its
<br /> own information of a similar nature,to avoid disclosure,dissemination,or unauthorized use of the Confidential Information of the Receiving Party.
<br /> 11.2. Compelled Disclosure.If the Receiving Party is requested by a governmental authority to disclose any Confidential Information,it shall
<br /> promptly notify the Disclosing Party,to the extent permitted by law,to permit the Disclosing Party to seek a protective order or take other appropriate
<br /> action,and shall assist in such activities.The Receiving Party shall only disclose that part of the Confidential Information as is required by law to be
<br /> disclosed and the Receiving Party shall use commercially reasonable efforts to obtain confidential treatment therefor.
<br /> 11.3. Injunctive Relief.In addition to any other rights and remedies under this Agreement or at law,the Receiving Party acknowledges and agrees
<br /> that,due to the nature of the Confidential Information,its confidentiality obligations to the Disclosing Party under this Agreement are of a unique
<br /> character and agrees that any breach of such obligations may result in irreparable and continuing damage to the Disclosing Party for which there may
<br /> be no adequate remedy in damages and accordingly the Disclosing Party shall be authorized and entitled to seek injunctive or other equitable relief.
<br /> 12. INDEMNIFICATION
<br /> 12.1. By GE.GE shall,at GE's expense,defend or,at GE's option,settle any claim brought against Customer by a third party that any GE Offering
<br /> infringes any third party's United States patent,copyright,trademark,or trade secret(an"Infringement Claim"),and pay any final judgments awarded
<br /> by a court of competent jurisdiction or settlements entered into by GE on Customer's behalf.As a condition of GE's obligation,Customer must notify
<br /> GE promptly of any Infringement Claim in writing, tender to GE sole control and authority over the defense or settlement of such claim, and
<br /> reasonably cooperate with GE and provide GE with available information in the investigation and defense of such claim.Any effort by Customer to
<br /> settle an Infringement Claim without GE's involvement and written approval shall void any indemnification obligation hereunder. If use of any GE
<br /> Offering becomes,or in GE's opinion is likely to become,enjoined or subject to a valid claim of infringement,GE may,at GE's option,(i)procure,at
<br /> no cost to Customer,the right to use such GE Offering,or(ii)modify the GE Offering or provide a substitute that is non-infringing.If the foregoing is
<br /> not commercially reasonable,GE may,as applicable:(x)suspend or terminate Customer's subscription to the affected Hosted Service and refund the
<br /> unexpired portion of the prepaid fees for the suspended or terminated Hosted Services,or(y)terminate Customer's license to the affected Software
<br /> and refund the pro-rated license fees,or(z)accept a return of the affected Hardware and refund the purchase price,less reasonable depreciation.GE
<br /> shall have no obligation or liability under this Section for any Infringement Claim to the extent caused by:(a)a modification to the GE Offerings not
<br /> provided or performed by GE,(b)Customer Content and Customer designs and specifications,(c)the combination of the GE Offerings with other
<br /> hardware,software,content,or services not provided by GE,(d)use of an infringing GE Offering after GE has provided a non-infringing alternative,
<br /> or(e)use of the GE Offerings beyond the scope authorized by this Agreement or contrary to applicable documentation.This Section states GE's sole
<br /> obligation and exclusive liability,and Customer's sole remedy,for any third party claims of infringement or misappropriation of any intellectual or
<br /> proprietary right.
<br /> 12.2. By Customer. Customer shall defend and indemnify GE, GE's Affiliates and licensors, and each of their respective employees, officers,
<br /> directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys'fees)
<br /> arising out of or relating to any third party claim concerning:(a)Customer's or any of its Users'use of the GE Offerings,other than an Infringement
<br /> Claim;(b)the legal status of Customer Content or the combination of Customer Content with other applications,content,or processes,including any
<br /> claim involving alleged infringement or misappropriation of third-party rights by Customer Content or by the use,development,design,production,
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL ARIM AND CONDITIONS v3.0 AUGUST 2018
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