International Program License Agreement IBM

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b the backup copy does not execute unless the backed up Program cannot execute. c Licensee reproduces all copyright notices and other legends of ownership on each copy or. partial copy of the Program, d Licensee ensures that anyone who uses the Program accessed either locally or remotely 1. does so only on Licensee s behalf and 2 complies with the terms of this Agreement. e Licensee does not 1 use copy modify or distribute the Program except as expressly. permitted in this Agreement 2 reverse assemble reverse compile otherwise translate or. reverse engineer the Program except as expressly permitted by law without the possibility. of contractual waiver 3 use any of the Program s components files modules audio visual. content or related licensed materials separately from that Program or 4 sublicense rent or. lease the Program and, f if Licensee obtains this Program as a Supporting Program Licensee uses this Program only. to support the Principal Program and subject to any limitations in the license to the Principal. Program or if Licensee obtains this Program as a Principal Program Licensee uses all. Supporting Programs only to support this Program and subject to any limitations in this. Agreement For purposes of this Item f a Supporting Program is a Program that is part. of another IBM Program Principal Program and identified as a Supporting Program in. the Principal Program s LI To obtain a separate license to a Supporting Program without. these restrictions Licensee should contact the party from whom Licensee obtained the. Supporting Program, This license applies to each copy of the Program that Licensee makes. 3 1 Trade ups Updates Fixes and Patches,3 1 1 Trade ups. If the Program is replaced by a trade up Program the replaced Program s license is promptly. terminated,3 1 2 Updates Fixes and Patches, When Licensee receives an update fix or patch to a Program Licensee accepts any additional.
or different terms that are applicable to such update fix or patch that are specified in its LI If. no additional or different terms are provided then the update fix or patch is subject solely to. this Agreement If the Program is replaced by an update Licensee agrees to promptly. discontinue use of the replaced Program,3 2 Fixed Term Licenses. If IBM licenses the Program for a fixed term Licensee s license is terminated at the end of the. fixed term unless Licensee and IBM agree to renew it. 3 3 Term and Termination,This Agreement is effective until terminated. IBM may terminate Licensee s license if Licensee fails to comply with the terms of this. If the license is terminated for any reason by either party Licensee agrees to promptly. discontinue use of and destroy all of Licensee s copies of the Program Any terms of this. Agreement that by their nature extend beyond termination of this Agreement remain in effect. until fulfilled and apply to both parties respective successors and assignees. Charges are based on Authorized Use obtained which is specified in the PoE IBM does not. give credits or refunds for charges already due or paid except as specified elsewhere in this. If Licensee wishes to increase its Authorized Use Licensee must notify IBM or an authorized. IBM reseller in advance and pay any applicable charges. 2 Z125 3301 14, If any authority imposes on the Program a duty tax levy or fee excluding those based on. IBM s net income then Licensee agrees to pay that amount as specified in an invoice or. supply exemption documentation Licensee is responsible for any personal property taxes for. the Program from the date that Licensee obtains it If any authority imposes a customs duty. tax levy or fee for the import into or the export transfer access or use of the Program outside. the country in which the original Licensee was granted the license then Licensee agrees that it. is responsible for and will pay any amount imposed. 6 Money back Guarantee, If Licensee is dissatisfied with the Program for any reason and is the original Licensee Licensee. may terminate the license and obtain a refund of the amount Licensee paid for the Program. provided that Licensee returns the Program and PoE to the party from whom Licensee obtained. it within 30 days of the date the PoE was issued to Licensee If the license is for a fixed term. that is subject to renewal then Licensee may obtain a refund only if the Program and its PoE. are returned within the first 30 days of the initial term If Licensee downloaded the Program. Licensee should contact the party from whom Licensee obtained it for instructions on how to. obtain the refund,7 Program Transfer, Licensee may transfer the Program and all of Licensee s license rights and obligations to.
another party only if that party agrees to the terms of this Agreement If the license is. terminated for any reason by either party Licensee is prohibited from transferring the Program. to another party Licensee may not transfer a portion of 1 the Program or 2 the Program s. Authorized Use When Licensee transfers the Program Licensee must also transfer a hard copy. of this Agreement including the LI and PoE Immediately after the transfer Licensee s license. terminates,8 Warranty and Exclusions,8 1 Limited Warranty. IBM warrants that the Program when used in its specified operating environment will. conform to its specifications The Program s specifications and specified operating environment. information can be found in documentation accompanying the Program such as a read me. file or other information published by IBM such as an announcement letter Licensee agrees. that such documentation and other Program content may be supplied only in the English. language unless otherwise required by local law without the possibility of contractual waiver. or limitation, The warranty applies only to the unmodified portion of the Program IBM does not warrant. uninterrupted or error free operation of the Program or that IBM will correct all Program. defects Licensee is responsible for the results obtained from the use of the Program. During the Warranty Period IBM provides Licensee with access to IBM databases containing. information on known Program defects defect corrections restrictions and bypasses at no. additional charge Consult the IBM Software Support Handbook for further information at. www ibm com software support, If the Program does not function as warranted during the Warranty Period and the problem. cannot be resolved with information available in the IBM databases Licensee may return the. Program and its PoE to the party either IBM or its reseller from whom Licensee obtained it. and receive a refund of the amount Licensee paid After returning the Program Licensee s. license terminates If Licensee downloaded the Program Licensee should contact the party from. whom Licensee obtained it for instructions on how to obtain the refund. 8 2 Exclusions, THESE WARRANTIES ARE LICENSEE S EXCLUSIVE WARRANTIES AND REPLACE ALL. OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED INCLUDING BUT. Z125 3301 14 3, NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF.
MERCHANTABILITY SATISFACTORY QUALITY FITNESS FOR A PARTICULAR. PURPOSE TITLE AND ANY WARRANTY OR CONDITION OF NON INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS. OR IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO. LICENSEE IN THAT EVENT SUCH WARRANTIES ARE LIMITED IN DURATION TO. THE WARRANTY PERIOD NO WARRANTIES APPLY AFTER THAT PERIOD SOME. STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN. IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY NOT APPLY TO. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS LICENSEE MAY ALSO. HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO. JURISDICTION, THE WARRANTIES IN THIS SECTION 8 WARRANTY AND EXCLUSIONS ARE. PROVIDED SOLELY BY IBM THE DISCLAIMERS IN THIS SUBSECTION 8 2. EXCLUSIONS HOWEVER ALSO APPLY TO IBM S SUPPLIERS OF THIRD PARTY. CODE THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR. CONDITION OF ANY KIND THIS PARAGRAPH DOES NOT NULLIFY IBM S. WARRANTY OBLIGATIONS UNDER THIS AGREEMENT,9 Licensee Data and Databases. To assist Licensee in isolating the cause of a problem with the Program IBM may request that. Licensee 1 allow IBM to remotely access Licensee s system or 2 send Licensee information or. system data to IBM However IBM is not obligated to provide such assistance unless IBM and. Licensee enter a separate written agreement under which IBM agrees to provide to Licensee. that type of support which is beyond IBM s warranty obligations in this Agreement In any. event IBM uses information about errors and problems to improve its products and services. and assist with its provision of related support offerings For these purposes IBM may use IBM. entities and subcontractors including in one or more countries other than the one in which. Licensee is located and Licensee authorizes IBM to do so. Licensee remains responsible for 1 any data and the content of any database Licensee makes. available to IBM 2 the selection and implementation of procedures and controls regarding. access security encryption use and transmission of data including any personally identifiable. data and 3 backup and recovery of any database and any stored data Licensee will not send. or provide IBM access to any personally identifiable information whether in data or any other. form and will be responsible for reasonable costs and other amounts that IBM may incur. relating to any such information mistakenly provided to IBM or the loss or disclosure of such. information by IBM including those arising out of any third party claims. 10 Limitation of Liability, The limitations and exclusions in this Section 10 Limitation of Liability apply to the full extent. they are not prohibited by applicable law without the possibility of contractual waiver. 10 1 Items for Which IBM May Be Liable, Circumstances may arise where because of a default on IBM s part or other liability Licensee is. entitled to recover damages from IBM Regardless of the basis on which Licensee is entitled to. claim damages from IBM including fundamental breach negligence misrepresentation or. other contract or tort claim IBM s entire liability for all claims in the aggregate arising from or. related to each Program or otherwise arising under this Agreement will not exceed the amount. of any 1 damages for bodily injury including death and damage to real property and tangible. personal property and 2 other actual direct damages up to the charges if the Program is. subject to fixed term charges up to twelve months charges Licensee paid for the Program that. is the subject of the claim, This limit also applies to any of IBM s Program developers and suppliers It is the maximum.
for which IBM and its Program developers and suppliers are collectively responsible. 4 Z125 3301 14,10 2 Items for Which IBM Is Not Liable. UNDER NO CIRCUMSTANCES IS IBM ITS PROGRAM DEVELOPERS OR SUPPLIERS. LIABLE FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY. a LOSS OF OR DAMAGE TO DATA, b SPECIAL INCIDENTAL EXEMPLARY OR INDIRECT DAMAGES OR FOR ANY. ECONOMIC CONSEQUENTIAL DAMAGES OR, c LOST PROFITS BUSINESS REVENUE GOODWILL OR ANTICIPATED SAVINGS. 11 Compliance Verification, For purposes of this Section 11 Compliance Verification IPLA Program Terms means 1 this. Agreement and applicable amendments and transaction documents provided by IBM and 2. IBM software policies that may be found at the IBM Software Policy website. www ibm com softwarepolicies including but not limited to those policies concerning. backup sub capacity pricing and migration, The rights and obligations set forth in this Section 11 remain in effect during the period the.
Program is licensed to Licensee and for two years thereafter. 11 1 Verification Process, Licensee agrees to create retain and provide to IBM and its auditors accurate written records. system tool outputs and other system information sufficient to provide auditable verification. that Licensee s use of all Programs is in compliance with the IPLA Program Terms including. without limitation all of IBM s applicable licensing and pricing qualification terms Licensee is. responsible for 1 ensuring that it does not exceed its Authorized Use and 2 remaining in. compliance with IPLA Program Terms, Upon reasonable notice IBM may verify Licensee s compliance with IPLA Program Terms at all. sites and for all environments in which Licensee uses for any purpose Programs subject to. IPLA Program Terms Such verification will be conducted in a manner that minimizes. disruption to Licensee s business and may be conducted on Licensee s premises during normal. business hours IBM may use an independent auditor to assist with such verification provided. IBM has a written confidentiality agreement in place with such auditor. 11 2 Resolution, IBM will notify Licensee in writing if any such verification indicates that Licensee has used any. Program in excess of its Authorized Use or is otherwise not in compliance with the IPLA. Program Terms Licensee agrees to promptly pay directly to IBM the charges that IBM specifies. in an invoice for 1 any such excess use 2 support for such excess use for the lesser of the. duration of such excess use or two years and 3 any additional charges and other liabilities. determined as a result of such verification,12 Third Party Notices

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