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GE Intelligent Platforms GEIP – EULA only Terms and Conditions – 130228 End User License Agreement Terms and Conditions The license of any software, including firmware, (“Software”) is expressly conditioned upon the terms and conditions contained or referred to herein. Any additional or different terms and conditions set forth in Customer's purchase order or similar communication are objected to and will not be binding upon the GE Intelligent Platforms business providing the Software, whether GE Intelligent Platforms, Inc. or its subsidiary (hereinafter “GE”), unless specifically agreed to in writing by GE's authorized representative. Authorization by Customer, whether written, oral, or by electronic designation, to furnish Software will constitute acceptance of these terms and conditions. 1 Complete Agreement. 1.1 These terms and conditions and any other terms and conditions or documents referenced herein, contain the complete agreement between the parties, and no modification, amendment, recision, waiver or other change will be binding on GE unless agreed to in writing by GE's authorized representative. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein will not be binding on GE. The invalidity, in whole or part, of any of the foregoing sections or paragraphs of the contract will not affect the remainder of such article or paragraph or any article or paragraph of the contract. 1.2 In addition to these Terms and Conditions, the End User License Agreement terms and conditions attached as Appendix A shall apply to the license of any Software. 2 Warranty. 2.1 Software. 2.1.1 GE warrants that (a) as of the date of shipment by GE (in the event of shipment of a physical item containing the software) or (b) as of the date the download is made available by GE (in the event the Licensed Software is made available electronically) , the GE Software (as defined in Appendix A) will be in substantial conformance with the product documentation or mutually agreed to specifications pertaining thereto. If, within ninety (90) days of date of shipment it is shown that the GE Software does not meet this warranty, and such GE Software is returned to GE with a copy of Customer’s purchase confirmation, GE will, at its option, either correct the defect or error in the GE Software, free of charge, or make available to Customer satisfactory substitute software, or, if none of the foregoing is reasonably available, return to Customer all payments made as license fees (or, if applicable, the portion of the fees paid for the GE equipment in which the GE Software is embedded which are allocable to the GE Software) and terminate the license with respect to the GE Software affected. GE does not warrant that operation of the GE Software will be uninterrupted or error free or that it will meet Customer's needs. Third Party Software is only warranted as provided in Section 2.3 below. All other portions of the Licensed Software (as defined in Appendix A) are provided "as is" without warranty of any kind. 2.1.2 GE warrants that the media on which the GE Software is delivered will be free from defects in material or workmanship under normal use and service for a period of ninety (90) days from the date of delivery. If any defects are discovered in the media and reported by Customer within ninety (90) days after delivery, GE shall, at no cost to Customer, upon return of media to GE, replace the media and deliver to Customer a new and complete copy of the GE Software. 2.2 Conditions of Warranty. The warranties and remedies set forth herein are conditioned upon: (i) proper storage, installation, use and maintenance of the Software, the proper design and configuration of the system into which the Software is installed, conformance with any applicable recommendations of GE, and GE’s ability to reproduce and observe the claimed defect and (ii) Customer promptly notifying GE of any defects and, as required, promptly making any personnel, Software or computer systems available. Any modification to the Licensed Software by Customer without the express written consent of GE shall void the warranty. 2.3 Limitations on Warranty. GE warrants Third Party Software (as defined in Appendix A) only to the extent that the Third Party’s warranty allows GE to transfer such warranty to Customer. GE will pass through to Customer any such warranties. To the extent any such Third Party fails to provide a pass-through warranty, such Third Party Software is provided “AS IS” without warranty of any kind and the Third Parties disclaim all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, title, non-infringement or fitness for a particular purpose. The Third Parties shall not have any liability for special, indirect, punitive, incidental or consequential damages. Customer's sole remedy for breach of such warranty shall be the remedy offered by and available from the Third Party, if any. GE shall have no liability, whether in contract, tort, negligence, or otherwise, to Customer with respect to Third Party Software. 2.4 EXCEPT AS SET FORTH IN SECTION 3.2, THE WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. GE DOES NOT WARRANT ANY SOFTWARE OF OTHERS WHICH CUSTOMER HAS DESIGNATED. The warranty remedies set forth herein provide the exclusive remedies for all claims (except as to title) based on failure of, or defect in, Software provided hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of the applicable warranty period, all such liability shall terminate. 3 Intellectual Property. 3.1 GE shall retain exclusive rights to its Software, intellectual property rights (including copyrights, trademarks, patents and trade secrets), schematics, logic diagrams, and manufacturing processes, and to all modifications thereto funded by Customer. GE shall retain ownership in and does not convey, nor does Customer or Customer’s final customer obtain any right, title, or interest in, Software, specifications or data furnished or developed by GE either prior to or in the performance of Customer’s order. No schematics or source code shall be furnished, unless pursuant to a separate license as agreed by GE. Subject to the performance of its obligations hereunder, Customer shall have a license to use GE’s intellectual property rights only as they are embodied in the Software and for no other purpose. Customer shall not modify or reverse engineer the Software. 3.2 GE warrants that any GE Software (as defined in Appendix A) licensed hereunder, and any part thereof, shall be free of any rightful claim of any third party for infringement of any United States patent, copyright, trademark or trade secret. If promptly notified in writing and given authority, information and assistance, GE shall defend, or may settle, at its expense, any suit or proceeding against Customer based on a claimed infringement which would result in a breach of this warranty, and GE shall pay all damages and costs awarded therein against Customer due to such breach, other than damages and costs arising from any willful infringement by Customer after receipt of notice of the claimed infringement. GE shall not be responsible for any compromise or concession made by Customer without GE’s prior written consent. In case any GE Software is in such suit held to constitute such an infringement and the use for the purpose inten