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Terrorism"country,Cuba,or North Korea,(iii)the region of Crimea,or(iv)any person or entity listed on the"Entity List"or"Denied Persons List"
<br /> maintained by the U.S. Department of Commerce, the list of"Specifically Designated Nationals and Blocked Persons" maintained by the U.S.
<br /> Department of Treasury or any other applicable prohibited party list of the US Government.This clause shall apply regardless of the legality of such a
<br /> transaction under local law.Except as otherwise agreed in writing between the Parties,each Party shall be responsible for obtaining and maintaining
<br /> any authorization required for its performance under this Agreement(including the transfer any item or technical data under this Agreement),such as
<br /> export license,import license,exchange permit or other required government export or import authorization. Each Party shall provide reasonable
<br /> assistance necessary for the other Party to secure and comply with such authorizations as may be required. Each Party shall not be liable if any
<br /> government export authorization is delayed, denied, revoked, restricted or not renewed despite commercially reasonable efforts by the Party.
<br /> Additionally, such delay,denial,revocation or non-renewal shall not constitute a breach of this Agreement. Customer acknowledges that GE may
<br /> conduct periodic screening of Customer and of its beneficial owners to comply with applicable laws and consents to the foregoing.
<br /> 15.6. Language.All communications and notices to be made or given pursuant to this Agreement must be in the English language.
<br /> 15.7. Severability and Interpretation. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this
<br /> Agreement shall remain in full force and effect.Any invalid or unenforceable portions shall be interpreted to effect the intent of the original portion.If
<br /> such construction is not possible,the invalid or unenforceable portion shall be severed from this Agreement but the rest of the Agreement shall remain
<br /> in full force and effect.Section headings are used for convenience only.
<br /> 15.8. Audit.Customer agrees to permit GE or GE's designated agent,upon reasonable notice to Customer,to audit Customer's books,records,and
<br /> facilities to verify Customer's compliance with the terms and conditions of this Agreement,including any usage limitations or restrictions applicable
<br /> to the GE Offerings.If any audit reveals an underpayment by Customer,GE may invoice Customer for such underpayment in accordance with GE's
<br /> standard policies.Customer agrees to pay such invoice in accordance with the payment terms of this Agreement.GE shall pay for any audits,unless
<br /> an audit reveals that Customer has underpaid by more than 15%of the fees owed in any 3-month period,in which case,Customer shall reimburse GE
<br /> for its reasonable audit costs.
<br /> 15.9. Notices.GE may provide any notice required or permitted to be given to Customer under this Agreement by sending a notice to the mailing or
<br /> email set forth in the Order or registered by Customer with GE for receipt of notices,as may be updated by Customer from time to time upon notice
<br /> to GE.Notices to GE may be provided as follows:
<br /> By personal delivery,overnight courier,or U.S.Postal registered or certified mail:
<br /> GE Digital
<br /> 2700 Camino Ramon
<br /> Suite 450
<br /> San Ramon,CA 94583
<br /> Attention:GENERAL COUNSEL
<br /> By email:CONTRACTS.SOFTWARE@GE.COM
<br /> 15.10. Assignment.Neither Party may assign this Agreement,or any of its rights or obligations hereunder,without the prior written consent of the
<br /> other Party,and any assignment in violation of this provision shall be void.Notwithstanding the foregoing,GE may assign this Agreement,or any of
<br /> its rights or obligations hereunder,without the necessity for obtaining consent,to any Affiliate of GE.Subject to these requirements,this Agreement
<br /> shall be binding upon,and inure to the benefit of the Parties and their respective successors and assigns.
<br /> 15.11. Entire Agreement.This Agreement is the entire agreement between Customer and GE regarding the subject matter of this Agreement.This
<br /> Agreement supersedes all prior or contemporaneous representations,understandings, agreements, or communications between Customer and GE,
<br /> whether written or oral,regarding the subject matter of this Agreement.
<br /> 15.12. Amendments.Any Amendments to this Agreement must be in writing and must be signed by both Parties.No oral agreement,course of
<br /> dealing,or trade usage shall be deemed to modify this Agreement.
<br /> 15.13. Waivers.The failure of a Party to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision or
<br /> limit a Party's right to enforce such provision later.All waivers must be in writing and signed by the Party issuing the waiver.
<br /> 15.14. Choice of Law.This Agreement shall be governed by the laws of the State of New York,without reference to its conflict of laws provisions.
<br /> The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.All disputes arising out of or
<br /> relating to this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
<br /> appointed in accordance with the said Rules of Arbitration.The seat,or legal place,of arbitration shall be New York,New York. The language of
<br /> arbitration shall be English. The Emergency Arbitrator Provisions shall not apply. The obligations under this Section shall not apply to any claim
<br /> (including for injunctive relief)by a Party relating to any actual or alleged infringement of its copyright,patent or patent application,trademark,or
<br /> trade secret,or for any breach of confidentiality hereunder.
<br /> 15.15. High Risk Uses.Customer acknowledges that the GE Offerings are not designed for real-time control or time-sensitive applications that have
<br /> the potential to cause death, personal injury, or property damage or that could result in radioactive, chemical, or biological contamination or
<br /> environmental damage.Customer assumes the entire risk for any such use and shall defend and indemnify GE and its Affiliates from any liability to
<br /> third parties resulting therefrom.Customer agrees not to use the GE Offerings for control of any nuclear facility or activity.
<br /> 15.16. U.S.Government Contracting.If Customer is a U.S.Government entity or procures GE Offerings for or on behalf of a U.S.Government
<br /> entity, the following provisions apply: (a) Customer agrees that all GE Offerings meet the definition of"commercial-off-the-shelf' (COTS) or
<br /> "commercial item" as defined in FAR 2.101, and that the subparagraph terms of FAR 52.212-5(e)or FAR 52.244-6 (or,for orders from the U.S
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL TAN AND CONDITIONS v3.0 AUGUST 2018
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