IMPORTANT: READ CAREFULLY

Two license agreements are presented below.

1. IBM International License Agreement for Evaluation of Programs
2. IBM International Program License Agreement

If Licensee is obtaining the Program for purposes of productive use (other than evaluation, testing, trial "try or buy," or demonstration): By clicking on the "Accept" button below, Licensee accepts the IBM International Program License Agreement, without modification.

If Licensee is obtaining the Program for the purpose of evaluation, testing, trial "try or buy," or demonstration (collectively, an "Evaluation"): By clicking on the "Accept" button below, Licensee accepts both (i) the IBM International License Agreement for Evaluation of Programs (the "Evaluation License"), without modification; and (ii) the IBM International Program License Agreement (the "IPLA"), without modification.

The Evaluation License will apply during the term of Licensee's Evaluation.

The IPLA will automatically apply if Licensee elects to retain the Program after the Evaluation (or obtain additional copies of the Program for use after the Evaluation) by entering into a procurement agreement (e.g., the IBM International Passport Advantage or the IBM Passport Advantage Express agreements).

The Evaluation License and the IPLA are not in effect concurrently; neither modifies the other; and each is independent of the other.

The complete text of each of these two license agreements follow.

LICENSE INFORMATION

The Programs listed below are licensed under the following License Information terms and conditions in addition to the Program license terms previously agreed to by Client and IBM. If Client does not have previously agreed to license terms in effect for the Program, the International License Agreement for Evaluation of Programs (i125-5543-06) applies.

Program Name (Program Number):
IBM watsonx Code Assistant for Z v2.5 (Evaluation)
IBM watsonx Code Assistant for Z Refactoring Assistant (Evaluation)
IBM watsonx Code Assistant for Z Validation Assistant (Evaluation)
IBM watsonx Code Assistant for Z Code Explanation (Evaluation)
IBM watsonx Code Assistant for Z Code Optimization Advice (Evaluation)
IBM watsonx Code Assistant for Z Code Transformation (Evaluation)

The following standard terms apply to Licensee's use of the Program.

Evaluation Period

The evaluation period begins on the date that Licensee agrees to the terms of this Agreement and ends after 90 days.

Supporting Programs

Licensee is authorized to install and use the Supporting Programs identified below only to support Licensee's use of the Principal Program under this Agreement. The phrase "to support Licensee's use" would only include those uses that are necessary or otherwise directly related to a licensed use of the Principal Program or another Supporting Program. The Supporting Programs may not be used for any other purpose. A Supporting Program may be accompanied by license terms, and those terms, if any, apply to Licensee's use of that Supporting Program. In the event of conflict, the terms in this License Information document supersede the Supporting Program's terms. Licensee must obtain sufficient entitlements to the Program, as a whole, to cover Licensee's installation and use of all of the Supporting Programs, unless separate entitlements are provided within this License Information document. For example, if this Program were licensed on a VPC (Virtual Processor Core) basis and Licensee were to install the Principal Program or a Supporting Program on a 10 VPC machine and another Supporting Program on a second 10 VPC machine, Licensee would be required to obtain 20 VPC entitlements to the Program.

Supporting Programs:
IBM Z Open Editor
Application Discovery and Delivery Intelligence for IBM Z
IBM Debug for z/OS



Permitted Components

Licensee is permitted to use only the following components or functions of the identified Bundled or Supporting Program:
IBM z/OS Debugger of "IBM Debug for z/OS"

Modifiable Third Party Code

To the extent, if any, in the NOTICES file IBM identifies third party code as "Modifiable Third Party Code," IBM authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code. IBM's service and support obligations, if any, apply only to the unmodified Program.

Separately Licensed Code

Each of the components listed in the NON_IBM_LICENSE file is considered "Separately Licensed Code" licensed to Licensee under the terms of the applicable third party license agreement(s) set forth in the NON_IBM_LICENSE file(s) that accompanies the Program, and not this Agreement. Future Program updates or fixes may contain additional Separately Licensed Code. Such additional Separately Licensed Code and related licenses are listed in the applicable NON_IBM_LICENSE file that accompanies the Program update or fix.

Note: Notwithstanding any of the terms in the third party license agreement, the Agreement, or any other agreement Licensee may have with IBM, with respect to the Separately Licensed Code:
(a) IBM provides it to Licensee WITHOUT WARRANTIES OF ANY KIND AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE, AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
(b) IBM is not liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages including, but not limited to, lost data, lost savings, and lost profits.


LICENSE INFORMATION

The Programs listed below are licensed under the following License Information terms and conditions in addition to the Program license terms previously agreed to by Client and IBM. If Client does not have previously agreed to license terms in effect for the Program, the International Program License Agreement (i125-3301-15) applies.

Program Name (Program Number):
IBM watsonx Code Assistant for Z v2.5 (5900-B4M)
IBM watsonx Code Assistant for Z Refactoring Assistant (Component)
IBM watsonx Code Assistant for Z Validation Assistant (Component)
IBM watsonx Code Assistant for Z Code Explanation (Component)
IBM watsonx Code Assistant for Z Code Optimization Advice (Component)
IBM watsonx Code Assistant for Z Code Transformation (Component)

The following standard terms apply to Licensee's use of the Program.

Supporting Programs

Licensee is authorized to install and use the Supporting Programs identified below only to support Licensee's use of the Principal Program under this Agreement. The phrase "to support Licensee's use" would only include those uses that are necessary or otherwise directly related to a licensed use of the Principal Program or another Supporting Program. The Supporting Programs may not be used for any other purpose. A Supporting Program may be accompanied by license terms, and those terms, if any, apply to Licensee's use of that Supporting Program. In the event of conflict, the terms in this License Information document supersede the Supporting Program's terms. Licensee must obtain sufficient entitlements to the Program, as a whole, to cover Licensee's installation and use of all of the Supporting Programs, unless separate entitlements are provided within this License Information document. For example, if this Program were licensed on a VPC (Virtual Processor Core) basis and Licensee were to install the Principal Program or a Supporting Program on a 10 VPC machine and another Supporting Program on a second 10 VPC machine, Licensee would be required to obtain 20 VPC entitlements to the Program.

Supporting Programs:
IBM Z Open Editor
Application Discovery and Delivery Intelligence for IBM Z
IBM Debug for z/OS



Permitted Components

Licensee is permitted to use only the following components or functions of the identified Bundled or Supporting Program:
IBM z/OS Debugger of "IBM Debug for z/OS"

Modifiable Third Party Code

To the extent, if any, in the NOTICES file IBM identifies third party code as "Modifiable Third Party Code," IBM authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code. IBM's service and support obligations, if any, apply only to the unmodified Program.

Separately Licensed Code

Each of the components listed in the NON_IBM_LICENSE file is considered "Separately Licensed Code" licensed to Licensee under the terms of the applicable third party license agreement(s) set forth in the NON_IBM_LICENSE file(s) that accompanies the Program, and not this Agreement. Future Program updates or fixes may contain additional Separately Licensed Code. Such additional Separately Licensed Code and related licenses are listed in the applicable NON_IBM_LICENSE file that accompanies the Program update or fix.

Note: Notwithstanding any of the terms in the third party license agreement, the Agreement, or any other agreement Licensee may have with IBM, with respect to the Separately Licensed Code:
(a) IBM provides it to Licensee WITHOUT WARRANTIES OF ANY KIND AND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE, AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
(b) IBM is not liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages including, but not limited to, lost data, lost savings, and lost profits.

The following units of measure may apply to Licensee's use of the Program.

Authorized User

Authorized User is a unit of measure by which the Program can be licensed. An Authorized User is a unique person who is given access to the Program. The Program may be installed on any number of computers or servers and each Authorized User may have simultaneous access to any number of instances of the Program at one time. Licensee must obtain separate, dedicated entitlements for each Authorized User given access to the Program in any manner directly or indirectly (for example: via a multiplexing program, device, or application server) through any means. An entitlement for an Authorized User is unique to that Authorized User and may not be shared, nor may it be reassigned other than for the permanent transfer of the Authorized User entitlement to another person.

Any computing device that requests the execution of or receives for execution a set of commands, procedures, or applications from the Program or that is otherwise managed by the Program is considered a separate User of the Program and requires an entitlement as if that device were a person.

Resource Unit

Resource Unit is a unit of measure by which the Program can be licensed. Resource Unit is an independent measure of a resource managed by, processed by, or related to the use of the Program. Sufficient entitlements must be obtained to cover every resource managed by, processed by, or related to the use of the Program.

Virtual Server

Virtual Server is a unit of measure by which the Program can be licensed. A server is a physical computer that is comprised of processing units, memory, and input/output capabilities and that executes requested procedures, commands, or applications for one or more users or client devices. Where racks, blade enclosures, or other similar equipment is being employed, each separable physical device (for example, a blade or a rack-mounted device) that has the required components is considered itself a separate server. A virtual server is either a virtual computer created by partitioning the resources available to a physical server or an unpartitioned physical server. Licensee must obtain Virtual Server entitlements for each virtual server made available to the Program, regardless of the number of processor cores in the virtual server or the number of copies of the Program on the virtual server.

In addition to the above, the following terms apply to Licensee's use of the Program.

In addition to the above, the following terms apply to Licensee's use of the Program. 
IBM watsonx Code Assistant for Z is available at a base or Enterprise level as follows:  

1.) IBM watsonx Code Assistant for Z Software requires (1) one Virtual Server and (2) a minimum of ten Authorized Users with access to the Understand, Refactor, Optimize and Validate capabilities. Licensee may also purchase: 

a) Consumption-based Code Explanation capabilities. To purchase this capability, Licensee must buy one Install from IBM watsonx Code Assistant for Z Software and at least one Code Explanation Resource Unit. Each such Resource Unit is equivalent to 37,500 Code Tokens that reset every calendar month. A Code Token is a collection of characters that has semantic meaning for a model. Tokenization is the process of converting the words in a prompt or output into Code Tokens. Prompt text is converted to Code Tokens before being processed by the foundation model(s). The raw output from a model is also represented by Code Tokens with the output from the model converted to words to be displayed in the prompt editor. The number of Code Tokens is representative of lines of code explained (includes both input and output to the model). For illustration purposes only, the processing of one line of code explanation represents approximately 15 Code Tokens. 

b) Code Transformation capabilities. To purchase this capability, Licensee must buy one Install from IBM watsonx Code Assistant for Z Software and at least one Resource Unit for this Program. One Resource Unit is equivalent to 75,000 Code Tokens that reset every calendar month. A Code Token is a collection of characters that has semantic meaning for a model. Tokenization is the process of converting the words in a prompt or output into Code Tokens. Prompt text is converted to Code Tokens before being processed by the foundation model(s). The raw output from a model is also represented by Code Tokens with the output from the model converted to words to be displayed in the prompt editor. The number of Code Tokens is representative of lines of code transformed (includes both input and output to the model). For illustration purposes only, on average the processing of 1 line of code transformed represents approximately 30 Code Tokens. The number of Code Transformation Resource Units must cover the total maximum number of lines of code transformed on a monthly basis. 

2.) IBM watsonx Code Assistant for Z Enterprise requires (1) one Virtual Server, (2) one install for watsonx Code Assistant for Z Software and (3) at least 10 Enterprise Authorized Users. This Enterprise edition provides access to the Enterprise Authorized Users to Understand, Refactor, Optimize, Validate and Explanation capabilities without the purchase of Resource Units. Licensee may purchase consumption-based Transformation capabilities separately. 
 
Code Optimization Advice: Where Licensee elects to implement this feature, Licensee acknowledges and agrees that the output and files (such as a JSON file) generated by the server-side software of this feature may only be used by the client-side software of this feature installed on an Authorized User's individual workstation. The output and files generated by this feature may not be used or viewed by individuals who are not Authorized Users or used by any other software product. 


Foundation Models Entitlement to D0JPLZX or D0JPMZX enables access to and use of IBM-developed foundation models from the prerequisite offering, watsonx Code Assistant (5900-BCE) and its Supporting Program, watsonx.ai. All Licensee inputs to a model, including by inferencing or prompting the model, and any content provided by Licensee for further training of a model, including fine-tuning or prompt-tuning, are Client Content. Licensee is solely responsible for outputs generated by any model, and IBM does not claim to have ownership rights to the output. Unless separately authorized by Licensee through a voluntary feedback submission, IBM will not use the Client Content or model outputs to train the foundation models. 

Ethical AI Use Licensee agrees not to, and not to direct or allow third parties to use the IBM Program: (i) for mass surveillance, racial profiling, or any use that violates or encourages the violation of basic human rights or other applicable laws and regulations; (ii) to distribute false, misleading, disparaging or obscene information or content; (iii) to provide fully automated decision making in connection with use cases involving critical processes or the risk of loss of life, property or impact on an individual's legal rights; (iv) in a manner that impersonates another for deceptive purposes or conceals the fact a user is interacting with AI; or (v) to distribute or intentionally generate malware or other harmful code. 



L/N: L-FDPZ-KBHZ3J
D/N: L-FDPZ-KBHZ3J
P/N: L-FDPZ-KBHZ3J