GE Industrial Solutions WattStation Firmware License Agreement - Manual (Page 2)

June 29, 2012
Software and refund or credit monies paid by you for the affected GE hardware product on
which the GE Software is installed, and any transportation costs separately paid by
Customer. The foregoing states the entire liability of GE for patent or copyright
infringement by the Licensed Product or any part thereof.
5.2 The indemnity under the preceding paragraph shall not apply if the infringement
or claim is based in whole or in part upon any use of GE Software in conjunction with any
other product in a combination not furnished by GE as a part of this transaction. As to any
such use in such combination, or any improper or unauthorized use, modification,
installation, or operation of the GE Software, GE assumes no liability whatsoever for
patent or copyright infringement and Customer will hold GE harmless against any
infringement claims arising therefrom.
6. TERM AND TERMINATION
6.1 You may terminate the license granted hereunder at any time by destroying the
Licensed Product together with all copies thereof and notifying GE in writing that all use of
the Licensed Product has ceased and that same has been destroyed.
6.2 GE may terminate this Agreement or any license hereunder upon notice to
Customer if Customer breaches any of the terms and conditions of this Agreement or if
Customer attempts to assign this Agreement or any license hereunder without GE’s prior
written consent. Within twenty (20) days after any termination of this Agreement,
Customer shall certify in writing to GE that all use of the Licensed Product has ceased,
and that the same has been destroyed.
6.3 All provisions of this Agreement related to disclaimers of warranty, limitation of
liability, GE’s intellectual property rights, or export shall survive any expiration or
termination and remain in effect. Termination of this Agreement or any license hereunder
shall not relieve Customer of its obligation to pay any and all outstanding charges
hereunder nor entitle Customer to any refund of such charges previously paid.
7. EXPORT
7.1 If you intend to export (or reexport), directly or indirectly, the Licensed Product
or technical data relating thereto or any portion thereof, it is your responsibility to assure
compliance with U.S. and other applicable export control laws and to obtain any required
licenses or approvals in your own name. You are also responsible for the accuracy and
completeness of any information or certification you provide for purposes of export control
compliance.
8. U.S. GOVERNMENT CONTRACTING
If Customer is a U.S. Government entity or elects to sell products or services provided
hereunder to the U.S. Government or to a contractor selling to the U.S. Government, the
following provisions apply: (a) Customer agrees that all products and services provided by
GE meet the definition of “commercial-off-the-shelf” (COTS) or “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 Government, FAR 52.212-5 and FAR 52.212-4 with tailoring to the
extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR
12.302(b) with these Conditions of Sale), and (subject to subsection (e) below) DFARS
252.212-7001(c) or DFARS 252.244-7000, whichever are applicable, apply only to the
extent applicable to COTS or commercial items and only as appropriate for the dollar value
of this order; (b) with regard to any terms related to Buy American Act or Trade Agreements,
the country of origin of products is unknown unless otherwise specifically stated in writing by
GE; (c) Customer agrees that any services offered by GE are exempt from the Service
Contract Act of 1965 (FAR 52.222-41); (d) Customer agrees that this sale is not funded, in
whole or in part, by the American Recovery and Reinvestment Act unless otherwise set
forth in a written agreement of the parties; and (e) Customer is solely and exclusively
responsible for compliance with any other applicable statutes or regulations governing sales
to the U.S. Government, and GE makes no representations, certifications or warranties
whatsoever with respect to the ability of its goods, services or prices to satisfy any such
statutes and regulations other than those contained herein.
9. GENERAL
9.1 This Agreement shall be governed by the laws of the State of New York, without
regard to its conflict of law provisions. The provisions of the United Nations Convention on
the International Sale of Goods shall not apply to this Agreement.
9.2 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN
US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER, NO
CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS
AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF GE. GE MAY MODIFY THE AGREEMENT AT ANY TIME WITH
NOTICE TO YOU, AND UPON RECEIPT OF SUCH NOTICE, YOU WILL BE REQUIRED
TO ACCEPT THE TERMS OF SUCH MODIFIED AGREEMENT IN ORDER TO
CONTINUE USING THE LICENSED SOFTWARE.