International Program License Agreement

Part 1 - General Terms

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE PROGRAM YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, 

- DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PROGRAM; AND

- PROMPTLY RETURN THE PROGRAM AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM YOU ACQUIRED IT TO OBTAIN A REFUND OF THE AMOUNT YOU PAID. IF YOU DOWNLOADED THE PROGRAM, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

"IBM" is International Business Machines Corporation or one of its subsidiaries.

"License Information" ("LI") is a document that provides information specific to a Program. The Program's LI is available at http://www.ibm.com/software/sla/ . The LI may also be found in a file in the Program's directory, by the use of a system command, or as a booklet which accompanies the Program.

"Program" is the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, and 5) license use documents or keys, and documentation.

A "Proof of Entitlement" ("PoE") is evidence of Your authorization to use a Program at a specified level. That level may be measured, for example, by the number of processors or users. The PoE is also evidence of Your eligibility for warranty, future upgrade prices, if any, and potential special or promotional opportunities. If IBM does not provide You with a PoE, then IBM may accept the original paid sales receipt or other sales record from the party (either IBM or its reseller) from whom You acquired the Program, provided that it specifies the name of the Program and the usage level acquired. 

"You" and "Your" refer either to an individual person or to a single legal entity.

This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), License Information, and Proof of Entitlement and is the complete agreement between You and IBM regarding the use of the Program. It replaces any prior oral or written communications between You and IBM concerning Your use of the Program. The terms of Part 2 and License Information may replace or modify those of Part 1. To the extent there is a conflict between the terms of this Agreement and those of the IBM International Passport Advantage Agreement, the terms of the latter agreement prevail.

1. Entitlement

License

The Program is owned by IBM or an IBM supplier, and is copyrighted and licensed, not sold.

IBM grants You a nonexclusive license to use the Program when You lawfully acquire it.

You may 1) use the Program up to the level of use specified in the PoE and 2) make and install copies, including a backup copy, to support such use. The terms of this license apply to each copy You make. You will reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Program.

If You acquire the Program as a program upgrade, after You install the upgrade You may not use the Program from which You upgraded or transfer it to another party.

You will ensure that anyone who uses the Program (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this Agreement.

You may not 1) use, copy, modify, or distribute the Program except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Program except as specifically permitted by law without the possibility of contractual waiver; or 3) sublicense, rent, or lease the Program.

IBM may terminate Your license if You fail to comply with the terms of this Agreement. If IBM does so, You must destroy all copies of the Program and its PoE.

Money-back Guarantee

If for any reason You are dissatisfied with the Program and You are the original licensee, You may obtain a refund of the amount You paid for it, if within 30 days of Your invoice date You return the Program and its PoE to the party from whom You obtained it. If You downloaded the Program, You may contact the party from whom You acquired it for instructions on how to obtain the refund.

Program Transfer

You may transfer a Program and all of Your license rights and obligations to another party only if that party agrees to the terms of this Agreement. When You transfer the Program, You must also transfer a copy of this Agreement, including the Program's PoE. After the transfer, You may not use the Program.

2. Charges

The amount payable for a Program license is a one-time charge. 

One-time charges are based on the level of use acquired 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 Agreement.

If You wish to increase the level of use, notify IBM or the party from whom You acquired it and pay any applicable charges. 

If any authority imposes a duty, tax, levy or fee, excluding those based on IBM's net income, upon the Program, then You agree to pay the amount specified or supply exemption documentation. You are responsible for any personal property taxes for the Program from the date that You acquire it.

3. Limited Warranty

IBM warrants that when the Program is used in the specified operating environment it will conform to its specifications. 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. You are responsible for the results obtained from the use of the Program. 

IBM provides You 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 Guide for further information at http://www.ibm.com/software/support . IBM will maintain this information for at least one year after the original licensee acquires the Program ("Warranty Period").

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, You may return the Program and its PoE to the party (either IBM or its reseller) from whom You acquired it and receive a refund in the amount You paid. If You downloaded the Program, You may contact the party from whom You acquired it for instructions on how to obtain the refund. 

THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 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 YOU.

THESE WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

4. Limitation of Liability

Circumstances may arise where, because of a default on IBM's part or other liability, You are entitled to recover damages from IBM. In each such instance, regardless of the basis on which You may be entitled to claim damages from IBM, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) the amount of any other actual direct damages up to the charges for the Program that is the subject of the claim.

This limitation of liability also applies to IBM's Program developers and suppliers. It is the maximum for which they and IBM are collectively responsible.

UNDER NO CIRCUMSTANCES IS IBM, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 

1. LOSS OF, OR DAMAGE TO, DATA;

2. SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR

3. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

5. General

1. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

2. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

3. You agree to comply with all applicable export and import laws and regulations.

4. You agree to allow IBM to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of IBM for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).

5. Neither You nor IBM will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

6. Neither You nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control.

7. This Agreement will not create any right or cause of action for any third party, nor will IBM be responsible for any third party claims against You except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable.

6. Governing Law, Jurisdiction, and Arbitration

Governing Law

Both You and IBM consent to the application of the laws of the country in which You acquired the Program license to govern, interpret, and enforce all of Your and IBM's rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.
	
Jurisdiction

All of our rights, duties, and obligations are subject to the courts of the country in which You acquired the Program license.

Part 2 - Country-unique Terms

AMERICAS

ARGENTINA: Governing Law, Jurisdiction, and Arbitration (Section 6): The following exception is added to this section:

Any litigation arising from this Agreement will be settled exclusively by the Ordinary Commercial Court of the city of Buenos Aires.

BRAZIL: Governing Law, Jurisdiction, and Arbitration (Section 6): The following exception is added to this section:

Any litigation arising from this Agreement will be settled exclusively by the court of Rio de Janeiro, RJ.

CANADA: General (Section 5): The following replaces item 7:

7. This Agreement will not create any right or cause of action for any third party, nor will IBM be responsible for any third party claims against You except as permitted by the Limitation of Liability section above for bodily injury (including death) or physical harm to real or tangible personal property caused by IBM's negligence for which IBM is legally liable.

Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following: 

the laws in the Province of Ontario

PERU: Limitation of Liability (Section 4): The following is added at the end of this section: 

In accordance with Article 1328 of the Peruvian Civil Code, the limitations and exclusions specified in this section will not apply to damages caused by IBM's willful misconduct ("dolo") or gross negligence ("culpa inexcusable").

UNITED STATES OF AMERICA: General (Section 5): The following is added to this section:

U.S. Government Users Restricted Rights - Use, duplication or disclosure restricted by the GSA ADP Schedule Contract with the IBM Corporation.

Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of the State of New York, United States of America

ASIA PACIFIC

AUSTRALIA: Limited Warranty (Section 3): The following is added:

The warranties specified in this Section are in addition to any rights You may have under the Trade Practices Act 1974 or other legislation and are only limited to the extent permitted by the applicable legislation.

Limitation of Liability (Section 4): The following is added:

Where IBM is in breach of a condition or warranty implied by the Trade Practices Act 1974, IBM's liability is limited to the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily acquired for personal, domestic or household use or consumption, then none of the limitations in this paragraph apply.

Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of the State or Territory in which You acquired the Program license

CAMBODIA, LAOS, and VIETNAM: Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of the State of New York, United States of America

The following is added to this section:

Arbitration

Disputes arising out of or in connection with this Agreement shall be finally settled by arbitration which shall be held in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center ("SIAC Rules") then in effect. The arbitration award shall be final and binding for the parties without appeal and shall be in writing and set forth the findings of fact and the conclusions of law.

The number of arbitrators shall be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator who shall act as chairman of the proceedings. Vacancies in the post of chairman shall be filled by the president of the SIAC. Other vacancies shall be filled by the respective nominating party. Proceedings shall continue from the stage they were at when the vacancy occurred.

If one of the parties refuses or otherwise fails to appoint an arbitrator within 30 days of the date the other party appoints its, the first appointed arbitrator shall be the sole arbitrator, provided that the arbitrator was validly and properly appointed.

All proceedings shall be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version.

HONG KONG S.A.R. and MACAU S.A.R. of China: Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of Hong Kong Special Administrative Region of China

INDIA: Limitation of Liability (Section 4): The following replaces the terms of items 1 and 2 of the first paragraph:

1) liability for bodily injury (including death) or damage to real property and tangible personal property will be limited to that caused by IBM's negligence; and 2) as to any other actual damage arising in any situation involving nonperformance by IBM pursuant to, or in any way related to the subject of this Agreement, IBM's liability will be limited to the charge paid by You for the individual Program that is the subject of the claim.

General (Section 5): The following replaces the terms of item 5:

If no suit or other legal action is brought, within three years after the cause of action arose, in respect of any claim that either party may have against the other, the rights of the concerned party in respect of such claim will be forfeited and the other party will stand released from its obligations in respect of such claim.

Governing Law, Jurisdiction, and Arbitration (Section 6): The following is added to this section:

Arbitration

Disputes arising out of or in connection with this Agreement shall be finally settled by arbitration which shall be held in Bangalore, India in accordance with the laws of India then in effect. The arbitration award shall be final and binding for the parties without appeal and shall be in writing and set forth the findings of fact and the conclusions of law.

The number of arbitrators shall be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator who shall act as chairman of the proceedings. Vacancies in the post of chairman shall be filled by the president of the Bar Council of India. Other vacancies shall be filled by the respective nominating party. Proceedings shall continue from the stage they were at when the vacancy occurred.

If one of the parties refuses or otherwise fails to appoint an arbitrator within 30 days of the date the other party appoints its, the first appointed arbitrator shall be the sole arbitrator, provided that the arbitrator was validly and properly appointed.

All proceedings shall be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version.

JAPAN: General (Section 5): The following is inserted after item 5:

Any doubts concerning this Agreement will be initially resolved between us in good faith and in accordance with the principle of mutual trust.

MALAYSIA: Limitation of Liability (Section 4): The word "SPECIAL" in item 2 of the third paragraph is deleted:

NEW ZEALAND: Limited Warranty (Section 3): The following is added:

The warranties specified in this Section are in addition to any rights You may have under the Consumer Guarantees Act 1993 or other legislation which cannot be excluded or limited. The Consumer Guarantees Act 1993 will not apply in respect of any goods which IBM provides, if You require the goods for the purposes of a business as defined in that Act.

Limitation of Liability (Section 4): The following is added:

Where Programs are not acquired for the purposes of a business as defined in the Consumer Guarantees Act 1993, the limitations in this Section are subject to the limitations in that Act.

PEOPLE'S REPUBLIC OF CHINA: Charges (Section 2): The following is added:

All banking charges incurred in the People's Republic of China will be borne by You and those incurred outside the People's Republic of China will be borne by IBM.

Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of the State of New York, United States of America (except when local law requires otherwise)

PHILIPPINES: Limitation of Liability (Section 4): The following replaces the terms of item 2 of the third paragraph:

2. special (including nominal and exemplary damages), moral, incidental, or indirect damages or for any economic consequential damages; or

Governing Law, Jurisdiction, and Arbitration (Section 6): The following is added to this section:

Arbitration

Disputes arising out of or in connection with this Agreement shall be finally settled by arbitration which shall be held in Metro Manila, Philippines in accordance with the laws of the Philippines then in effect. The arbitration award shall be final and binding for the parties without appeal and shall be in writing and set forth the findings of fact and the conclusions of law.

The number of arbitrators shall be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator who shall act as chairman of the proceedings. Vacancies in the post of chairman shall be filled by the president of the Philippine Dispute Resolution Center, Inc. Other vacancies shall be filled by the respective nominating party. Proceedings shall continue from the stage they were at when the vacancy occurred.

If one of the parties refuses or otherwise fails to appoint an arbitrator within 30 days of the date the other party appoints its, the first appointed arbitrator shall be the sole arbitrator, provided that the arbitrator was validly and properly appointed.

All proceedings shall be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version.

SINGAPORE: Limitation of Liability (Section 4): The words "SPECIAL" and "ECONOMIC" are deleted from item 2 of the third paragraph.

General (Section 5): The following replaces the terms of item 7:

Subject to the rights provided to IBM's suppliers and Program developers as provided in Section 4 above (Limitation of Liability), a person who is not a party to this Agreement shall have no right under the Contracts (Right of Third Parties) Act to enforce any of its terms.

TAIWAN: Limited Warranty (Section 3): The last paragraph is deleted.

EUROPE, MIDDLE EAST, AFRICA (EMEA)

Limited Warranty (Section 3): In the European Union, the following is added:

In the European Union, consumers have legal rights under applicable national legislation governing the sale of consumer goods. Such rights are not affected by the Limited Warranty provision set out above at section 3 of this Agreement. The territorial scope of the Limited Warranty is worldwide.

Limitation of Liability (Section 4): In Austria, Denmark, Finland, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden and Switzerland, the following replaces the terms of this section in its entirety:

Except as otherwise provided by mandatory law:

1. IBM's liability for any damages and losses that may arise as a consequence of the fulfillment of its obligations under or in connection with this agreement or due to any other cause related to this agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if IBM is at fault) or of such cause, for a maximum amount equal to the charges You paid for the Program.

The above limitation shall not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which IBM is legally liable.

2. UNDER NO CIRCUMSTANCES IS IBM, OR ANY OF ITS PROGRAM DEVELOPERS, LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; 3) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. 

3. The limitation and exclusion of liability herein agreed applies not only to the activities performed by IBM but also to the activities performed by its suppliers and Program developers, and represents the maximum amount for which IBM as well as its suppliers and Program developers, are collectively responsible. 

Limitation of Liability (Section 4): In France and Belgium, the following replaces the terms of this section in its entirety: 

Except as otherwise provided by mandatory law:

1. IBM's liability for any damages and losses that may arise as a consequence of the fulfillment of its obligations under or in connection with this agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if IBM is at fault), for a maximum amount equal to the charges You paid for the Program that has caused the damages.

The above limitation shall not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which IBM is legally liable.

2. UNDER NO CIRCUMSTANCES IS IBM, OR ANY OF ITS PROGRAM DEVELOPERS, LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; 3) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. 

3. The limitation and exclusion of liability herein agreed applies not only to the activities performed by IBM but also to the activities performed by its suppliers and Program developers, and represents the maximum amount for which IBM as well as its suppliers and Program developers, are collectively responsible

Governing Law, Jurisdiction, and Arbitration (Section 6)

Governing Law

The phrase "the laws of the country in which You acquired the Program license" is replaced by: 
1) "the laws of Austria" in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, FYR Macedonia, Moldavia, Poland, Romania, Russia, Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and FR Yugoslavia; 
2) "the laws of France" in Algeria, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis & Futuna; 
3) "the laws of Finland" in Estonia, Latvia, and Lithuania; 
4) "the laws of England" in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe; and 
5) "the laws of South Africa" in South Africa, Namibia, Lesotho and Swaziland.

Jurisdiction

The following exceptions are added to this section:

1) In Austria the choice of jurisdiction for all disputes arising out of this Agreement and relating thereto, including its existence, will be the competent court of law in Vienna, Austria (Inner-City); 
2) in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, West Bank/Gaza, Yemen, Zambia, and Zimbabwe all disputes arising out of this Agreement or related to its execution, including summary proceedings, will be submitted to the exclusive jurisdiction of the English courts; 
3) in Belgium and Luxembourg, for all disputes arising out of this Agreement or related to its interpretation or its execution, only the law and the courts of the capital of the country in which Your registered office and/or commercial office is located are competent; 
4) in France, Algeria, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis & Futuna all disputes arising out of this Agreement or related to its violation or execution, including summary proceedings, will be settled exclusively by the Commercial Court of Paris; 
5) in Russia, all disputes arising out of or in relation to the interpretation, the violation, the termination, the nullity of the execution of this Agreement shall be settled by Arbitration Court of Moscow; 
6) in South Africa, Namibia, Lesotho and Swaziland, both of us agree to submit all disputes relating to this Agreement to the jurisdiction of the High Court in Johannesburg; 
7) in Turkey all disputes arising out of or in connection with this Agreement shall be resolved by the Istanbul Central (Sultanahmet) Courts and Execution Directorates of Istanbul, the Republic of Turkey; 
8) in each of the following specified countries, any legal claim arising out of this Agreement will be brought before, and settled exclusively by, the competent court of a) Athens for Greece, b) Tel Aviv-Jaffa for Israel, c) Milan for Italy, d) Lisbon for Portugal, and e) Madrid for Spain; and 
9) in the United Kingdom, both of us agree to submit all disputes relating to this Agreement to the jurisdiction of the English courts. 

Arbitration 

In Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, FYR Macedonia, Moldavia, Poland, Romania, Russia, Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and FR Yugoslavia all disputes arising out of this Agreement or related to its violation, termination or nullity will be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Center of the Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. 
The arbitration will be held in Vienna, Austria, and the official language of the proceedings will be English. The decision of the arbitrators will be final and binding upon both parties. Therefore, pursuant to paragraph 598 (2) of the Austrian Code of Civil Procedure, the parties expressly waive the application of paragraph 595 (1) figure 7 of the Code. IBM may, however, institute proceedings in a competent court in the country of installation.

In Estonia, Latvia and Lithuania all disputes arising in connection with this Agreement will be finally settled in arbitration that will be held in Helsinki, Finland in accordance with the arbitration laws of Finland then in effect. Each party will appoint one arbitrator. The arbitrators will then jointly appoint the chairman. If arbitrators cannot agree on the chairman, then the Central Chamber of Commerce in Helsinki will appoint the chairman.

AUSTRIA: Limited Warranty (Section 3): The following is inserted at the beginning of this Section:

The Warranty Period is twelve months from the date of delivery. The limitation period for consumers in action for breach of warranty is the statutory period as a minimum.

The warranty for a Program covers the functionality of the Program for its normal use and the Program's conformity to its specifications.

The final two paragraphs are replaced with the following:

This is our sole obligation to You, except as otherwise required by applicable statutory law.

General (Section 5): The following is added to item 4:

For purposes of this clause, contact information will also include information about You as a legal entity, for example revenue data and other transactional information.

GERMANY: Limited Warranty (Section 3): The same changes apply as those in Limited Warranty (Section 3) under Austria above.

Limitation of Liability (Section 4): The following paragraph is added to this Section:

The limitations and exclusions specified in this Section will not apply to damages caused by IBM intentionally or by gross negligence.

General (Section 5): The following replace the terms of item 5:

Any claims resulting from this Agreement are subject to a statute of limitation of three years, except as stated in Section 3 (Limited Warranty) of this Agreement.

HUNGARY: Limitation of Liability (Section 4): The following is added at the end of this section:

The limitation and exclusion specified herein shall not apply to liability for a breach of contract damaging life, physical well-being, or health that has been caused intentionally, by gross negligence, or by a criminal act.

The parties accept the limitations of liability as valid provisions and state that the Section 314.(2) of the Hungarian Civil Code applies as the acquisition price as well as other advantages arising out of the present Agreement balance this limitation of liability.

IRELAND: Limited Warranty (Section 3): The following is added to this section:

Except as expressly provided in these terms and conditions, all statutory conditions, including all warranties implied, but without prejudice to the generality of the foregoing, all warranties implied by the Sale of Goods Act 1893 or the Sale of Goods and Supply of Services Act 1980 are hereby excluded.

Limitation of Liability (Section 4): The following replaces the terms of this section in its entirety:

For the purposes of this section, a "Default" means any act, statement, omission, or negligence on the part of IBM in connection with, or in relation to, the subject matter of an Agreement in respect of which IBM is legally liable to You whether in contract or tort. A number of Defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one Default occurring on the date of occurrence of the last such Default.

Circumstances may arise where, because of a Default, You are entitled to recover damages from IBM. This section sets out the extent of IBM's liability and Your sole remedy.

1. IBM will accept unlimited liability for (a) death or personal injury caused by the negligence of IBM, and (b) subject always to the Items for Which IBM is Not Liable below, for physical damage to Your tangible property resulting from the negligence of IBM.

2. Except as provided in item 1 above, IBM's entire liability for actual damages for any one Default will not in any event exceed the greater of 1) EUR 125,000, or 2) 125 percent of the amount You paid for the Program directly relating to the Default. These limits also apply to any of IBM's suppliers and Program developers. They state the maximum for which IBM and such suppliers and Program developers are collectively responsible.

Items for Which IBM is Not Liable

Save with respect to any liability referred to in item 1 above, under no circumstances is IBM or any of its suppliers or Program developers liable for any of the following, even if IBM or they were informed of the possibility of such losses:

1. loss of, or damage to, data;

2. special, indirect, or consequential loss; or

3. loss of profits, business, revenue, goodwill, or anticipated savings.

ITALY: General (Section 5): The following is added to this section:

IBM and Customer (hereinafter, individually, "Party") shall comply with all the obligations of the applicable provisions of law and/or regulation on personal data protection. Each of the Parties will indemnify and keep the other Party harmless from any damage, claim, cost or expense incurred by the latter, directly and or indirectly, as a consequence of an infringement of the other Party of the mentioned provisions of law and/or regulations. 

SLOVAKIA: Limitation of Liability (Section 4): The following is added to the end of the last paragraph:

The limitations apply to the extent they are not prohibited under Sections 373-386 of the Slovak Commercial Code.

General (Section 5): The terms of item 5 are replaced with the following:

THE PARTIES AGREE THAT ANY LEGAL OR OTHER ACTION RELATED TO A BREACH OF THIS AGREEMENT MUST BE COMMENCED NO LATER AS DEFINED BY THE LOCAL LAW (4 YEARS) FROM THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

SOUTH AFRICA, NAMIBIA, LESOTHO, SWAZILAND: Limited Warranty (Section 3): The following is added at the end of the first paragraph:

notwithstanding any advice or assistance that IBM may have given to You prior to the selection of such Programs.

SWITZERLAND: General (Section 5): The following is added to item 4:

For purposes of this clause, contact information will also include information about You as a legal entity, for example revenue data and other transactional information.

UNITED KINGDOM: Limited Warranty (Section 3): The following replaces the first sentence in the fourth paragraph of this section:

THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability (Section 4): The following replaces the terms of this section in its entirety: 

For the purposes of this section, a "Default" means any act, statement, omission, or negligence on the part of IBM in connection with, or in relation to, the subject matter of an Agreement in respect of which IBM is legally liable to You, whether in contract or tort. A number of Defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one Default.

Circumstances may arise where, because of a Default, You are entitled to recover damages from IBM. This section sets out the extent of IBM's liability and Your sole remedy.

1. IBM will accept unlimited liability for:

(a) death or personal injury caused by the negligence of IBM; 

(b) any breach of its obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, or any statutory modification or re-enactment of either such Section; and

(c) subject always to the Items for Which IBM is Not Liable below, for physical damage to Your tangible property resulting from the negligence of IBM.

2. IBM's entire liability for actual damages for any one Default will not in any event, except as provided in item 1 above, exceed the greater of 1) Pounds Sterling 75,000, or 2) 125 percent of the amount You paid for the Program directly relating to the Default. These limits also apply to IBM's suppliers and Program developers. They state the maximum for which IBM and such suppliers and Program developers are collectively responsible.

Items for Which IBM is Not Liable

Save with respect to any liability referred to in item 1 above, under no circumstances is IBM or any of its suppliers or Program developers liable for any of the following, even if IBM or they were informed of the possibility of such losses:

1. loss of, or damage to, data;

2. special, indirect, or consequential loss; or

3. loss of profits, business, revenue, goodwill, or anticipated savings.

Z125-3301-12 (07/2008)


LICENSE INFORMATION

The Programs listed below are licensed under the following terms and conditions in addition to those of the International Program License Agreement.

Program Name: IBM Content Manager OnDemand for Multiplatforms V8.4.1
Program Number: 5724-J33

Limited Use Rights for Other IBM Programs

If You acquired this Program as part of another IBM Program ("Principal Program") that lists this Program under "Other IBM Programs," You received this Program only in support of the Principal Program and Your rights to use this Program will be limited by the license of the Principal Program. Please contact Your IBM Sales Representative if You wish to acquire a separate license to this Program not limited by the Principal Program's license terms.

Other IBM Programs

The Program is licensed as a multi-product package and includes other products distributed with the Program ("Other IBM Programs"). You are authorized to install and use such Other IBM Programs only in association with Your licensed use of the Program under this Agreement. The Other IBM Programs may not be used for any other purpose. You are not authorized to transfer or remarket the Other IBM Programs. The terms of the Program's Agreement may replace or modify the license terms for the Other IBM Programs. In the event of conflict, the Program's terms supersede the terms of the license agreement which accompanies the Other IBM Programs. When Your right to use the Program expires or terminates, You must discontinue use, destroy or promptly return all copies of the Other IBM Programs to the party from whom You acquired it; if You downloaded the Other IBM Programs contact the party from whom You acquired it. If You wish to license the Other IBM Programs for any use beyond the limits set forth above, please contact an IBM Sales Representative or the party from whom You acquired it to obtain the appropriate licenses.

The following are Other IBM Programs licensed with the Programs:
DB2 Enterprise Server Edition V9.1 for Linux, UNIX, and Windows
IBM Content Integrator Enterprise Edition V8.5
IBM DB2 Enterprise Server Edition V9.5 for Linux, UNIX, and Windows
IBM Tivoli Storage Manager V5.5
IBM Web Interface for Content Management V1.0.4
IBM WebSphere Application Server V6.1
IBM Workplace Forms Viewer V2.7.0.1


Excluded Components

The provisions of this paragraph do not apply to the extent they are held to be invalid or unenforceable under the law that governs this license. The components listed below are "Excluded Components." Notwithstanding any of the terms in the Agreement or any other agreement You may have with IBM:
(a) the third party suppliers of such Excluded Components ("Suppliers") provide the components WITHOUT WARRANTIES OF ANY KIND and, such Suppliers DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EXCLUDED COMPONENTS;
(b) in no event are the Suppliers liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to lost data, lost savings, and lost profits, with respect to the Excluded Components; and,
(c) IBM and the Suppliers are not liable to You, and will not defend, indemnify, or hold You harmless for any claims arising from or related to the Excluded Components.

Notwithstanding these exclusions, in Germany and Austria, IBM's warranty and liability for the Excluded Components is governed only by the respective terms applicable for Germany and Austria in the IBM license agreements.

Notices and important information that IBM is required to provide to You with respect to the Excluded Components, including instructions for obtaining source code for certain Excluded Components, may be found in the NOTICES file(s) that accompanies the Program.

Your use of the Excluded Components is governed by the terms of the Agreement and not by any terms that may be contained in the NOTICES file(s). The terms contained in the Agreement are offered by IBM and not by any other party. Future Program updates or fixpacks may contain additional Excluded Components. Such additional Excluded Components, and related notices and information, if any, will be listed in another NOTICES file that accompanies the Program update or fixpack.

The following are Excluded Components:
Adobe PDF Library Version 7 from Datalogics Incorporated
Apache Ant V1.5.4
Apache Lucene V1.4.3
Apache ORO V2.0.8
Apache Tomcat V4.1.30
Apache Xalan V2.5.2
Apache Xerces-J V2.9.1
Apple DTS Technote 1002
BrowserLauncher V1.4b1
Eclipse Help System (IEHS) V3.1.1
FairCom Corporation c-tree Plus V8.14
HSQLDB V1.7.1
Independent JPEG Group's JPEG V6B
InfoZip Unzip stub file V5.40, V5.41, V5.42 & V5.5
International Component for Unicode (ICU4C) V3.6
JTOPEN V4.4
M.A.Smith/University of Brighton parse.cpp
OpenSSL V0.9.7e
Quick V1.0.1
sourceforge.net MX4J V1.0
zlib V1.2.1
zlib V1.2.3

Separately Licensed Code

The provisions of this paragraph do not apply to the extent they are held to be invalid or unenforceable under the law that governs this license. Each of the components listed below is considered "Separately Licensed Code". IBM Separately Licensed Code is licensed to You under the terms of the applicable third party license agreement(s) set forth in the NON_IBM_LICENSE file(s) that accompanies the Program. Notwithstanding any of the terms in the Agreement, or any other agreement You may have with IBM, the terms of such third party license agreement(s) governs Your use of all Separately Licensed Code unless otherwise noted below.

Future Program updates or fixpacks may contain additional Separately Licensed Code. Such additional Separately Licensed Code and related licenses are listed in another NON_IBM_LICENSE file that accompanies the Program update or fixpack. You acknowledge that You have read and agree to the license agreements contained in the NON_IBM_LICENSE file(s). If You do not agree to the terms of these third party license agreements, You may not use the Separately Licensed Code.

For Programs acquired under the International Program License Agreement ("IPLA") or International Program License Agreement for Non Warranted Program ("ILAN") and You are the original licensee of the Program, if You do not agree with the third party license agreements, You may return the Program in accordance with the terms of, and within the specified time frames stated in, the "Money-back Guarantee" section of the IPLA or ILAN IBM Agreement.

Note: Notwithstanding any of the terms in the third party license agreement, the Agreement, or any other agreement You may have with IBM:
(a) IBM provides this Separately Licensed Code to You WITHOUT WARRANTIES OF ANY KIND;
(b) IBM DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SEPARATELY LICENSED CODE;
(c) IBM is not liable to You, and will not defend, indemnify, or hold You harmless for any claims arising from or related to the Separately Licensed Code; and
(d) 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, with respect to the Separately Licensed Code.

Notwithstanding these exclusions, in Germany and Austria, IBM's warranty and liability for the Separately Licensed Code is governed only by the respective terms applicable for Germany and Austria in IBM license agreements.

Note: IBM may provide limited support for some Separately Licensed Code. If such support is available, the details and any additional terms related to such support will be set forth in the License Information document.

The following are Separately Licensed Code:
Pixel Translations Libraries for Image Viewing

Specified Operating Environment

The Program's specifications and specified operating environment information may be found in documentation accompanying the Program, if available, such as a read-me file, or other information published by IBM, such as an announcement letter. You agree that such documentation and other Program content may be supplied only in the English language.

Program-unique Terms

Your license to the IBM Content Manager OnDemand for Multiplatforms V8.4.1 program (the "Program") entitles You to install, from the Program package, the Program server on any combination of servers as required to support Your licensed Authorized Users. You may install more than one instance of the Program servers on one or more servers as is necessary to support up to the number of Authorized Users specified in the Proof of Entitlement ("PoE").

You may elect to have Your information technology services managed solely for Your benefit by a third party; however, as the licensee, You remain responsible for compliance with all terms and conditions, including but not limited to the acquisition and maintenance of a sufficient number of licenses as described in this License Information document. You may not assign, transfer, delegate or sublicense any of Your rights or obligations, in whole or in part, to such third party without the express written permission of IBM.

You may not use the Program or any component thereof to provide hosting services to third parties unless otherwise agreed to in writing by IBM.

A. Definitions:

"Application" means a computer program designed to perform a specific function directly for a user.

"Authorized User" means an individual (named or unnamed) within or outside of Your Enterprise permitted to access the Program or any Program component in any manner directly or indirectly (e.g., via a multiplexing program, device, or application server) through any means.

"Client" means any personal computer, minicomputer, mainframe, workstation or other computer device that interacts with a Server Program; provided, however, that for the purposes of this agreement, "Client" will not be construed to mean a computer server running the Server Program.

"Employee" means any individual employed, paid or acting on behalf of Your Enterprise, or if Your entitlement is limited to a distinct business unit within Your Enterprise ("Subsidiary Unit"), of the Subsidiary Unit. For purposes of licensing, external agents or contractors who act on behalf of Your Enterprise or, as applicable, Your Subsidiary Unit, are counted as Your Employees. 

"Enterprise" means any legal entity that at all times (i) You own or have under Your common control by a factor of fifty percent (50%) or more and (ii) that is the legal entity that is authorized to execute and administer this agreement on behalf of the Enterprise. For the purposes of any Enterprise license granted under this agreement, "Enterprise" will exclude (1) any new entity acquired by virtue of merger or acquisition after the effective date of this agreement, and (2) any entity that, at any time during the term of this agreement, is sold, "spun off", liquidated, or that otherwise ceases to satisfy the elements of the definition of Enterprise set forth above.

"External User" means an individual within or outside Your Enterprise (who, if also an Employee, is not acting, while accessing the Program, in his or her capacity as an Employee) that is permitted to access the Program solely in read-only mode.

"License" means each license granted under this agreement by IBM to You, to use the Program as listed on a PoE.

"Server" means a computer system that executes requested procedures, commands or applications to one or more user and/or client devices over a network. Where "blade" or "virtual server" technology is employed, each "blade" or "virtual server" counts as a discrete Server. 

"Server Program" means a single copy (or partial copy) of a Program residing on a single physical computer server within a System.

"User" means an individual permitted by You to use or access the Program, directly or indirectly, and regardless of whether the individual is actively using the Program at any given time or has ever used the Program. If a Client is programmed to use or access the Program in an automatic manner, then each discrete Client and each User benefitting from the use of the Client is counted as an individual User.

B. General Charge Terms.

Your use of the Program may not exceed the level and type defined by the number of use authorizations You have acquired, as indicated in Your PoE. If Your use of the Program exceeds the level indicated in Your PoE, You must notify Your IBM sales representative or IBM Business Partner and purchase an appropriate number of licenses. The Program is available for licensing in accordance with one or more of the following levels of use:

1. Passport Advantage License Metrics. The following units of measure apply to those Program entitlements You obtain (including by use of IBM's Passport Advantage program). Each of the Programs is licensed on a User Value Unit ("UVU") basis:

1.1 User Value Unit ("UVU"). User Value Unit entitlements are based on the number of Users for the given Program. A PoE must be obtained for the appropriate number of User Value Units required for Your environment as defined by the specific Program terms. The User Value Unit entitlements are specific to a Program and may not be exchanged, interchanged or aggregated with User Value Unit entitlements of another Program. To determine the number of UVU License entitlements required, refer to the UVU License conversion table contained in the Announcement Letter that corresponds to Your licensed Program and which can be found at http://www-01.ibm.com/common/ssi/index.wss (the "UVU Table"). In addition:

1.1.1 If You are licensing the IBM Content Manager OnDemand for Multiplatforms Authorized Program, then the number of UVUs ("Authorized UVUs") You require will be based on the number of Authorized Users that may access the Program. 

At all times, the number of Authorized Users accessing the Program or any component of the Program in any manner, directly or indirectly (e.g., via a multiplexing program, device, or application server) or through any other means must not exceed Your entitlement to use the Program, as indicated on the applicable PoEs.

1.1.2 If You are licensing the IBM Content Manager OnDemand for Multiplatforms Employee Program, then the number of UVUs ("Employee UVUs") You require will be based on the number of Employees that may access the Program. 

At all times, the number of Employee UVU entitlements that You acquire must be sufficient to correspond to or exceed the total Employee headcount of Your Enterprise or, as applicable and specified on Your PoE, Your "Subsidiary Unit. In addition, at all times, the number of Employees accessing the Program or any component of the Program in any manner, directly or indirectly (e.g., via a multiplexing program, device, or application server) or through any other means must not exceed Your entitlement to use the Program, as indicated on the applicable PoEs.

1.1.3 If You are licensing the IBM Content Manager OnDemand for Multiplatforms External Program, then the number of UVUs ("External UVUs") You require will be based on the number of External Users that may access the Program. Further, the following will apply: Programs licensed under the External UVU License may only be accessed by External Users and External Users may only access and use the Program to review information in read-only mode. 

At all times, the number of External Users accessing the Program or any component of the Program in any manner, directly or indirectly (e.g., via a multiplexing program, device, or application server) or through any other means must not exceed Your entitlement to use the Program, as indicated on the applicable PoEs. 

1.2 Processor Value Unit ("PVU"). Charges for the Program Optional Priced Features (as defined below) may be based on the Processor Value Unit charge metric. If You have acquired an Optional Priced Feature based upon Processor Value Units, then that Optional Priced Feature is licensed based on the number of Processor Value Units that apply to the processors that are attached or available to the server on which this Optional Priced Feature is installed. You must acquire separate Processor Value Unit licenses for each of the processors that are attached or available to the server. 

The Processor Value Unit licensing model is described at URL: http://www.ibm.com/software/sw-lotus/services/cwepassport.nsf/wdocs/pvu_licensing_for_customers.

1.3 Licenses for Optional Priced Features ("Optional Priced Features")

1.3.1 IBM Content Manager OnDemand PDF Indexer

If You choose to install the IBM Content Manager OnDemand PDF Indexer feature ("PDF Indexer"), You must acquire a Proof of Entitlement. Your license to the PDF Indexer feature allows You to install and use the PDF Indexer feature to support definition and capture of PDF data streams on one IBM Content Manager OnDemand Library Server. If You wish to capture PDF data streams for additional IBM Content Manager OnDemand Library Servers, You must acquire additional PDF Indexer feature licenses. The PDF Indexer feature is licensed per Processor Value Unit.

1.3.2 IBM Content Manager OnDemand Report Distribution

If You choose to install the IBM Content Manager OnDemand Report Distribution feature ("Report Distribution"), You must acquire a Proof of Entitlement. Your license to the Report Distribution feature authorizes You to interact with one IBM Content Manager OnDemand Library server. If You wish to interact with additional IBM OnDemand Library servers, You must acquire additional Report Distribution feature licenses. The Report Distribution feature is licensed per Processor Value Unit.

1.3.3 IBM Content Manager OnDemand AFP2WEB Transform

If You choose to install the IBM Content Manager OnDemand AFP2WEB Transform feature ("AFP2WEB Transform"), You must acquire a Proof of Entitlement. Your license to the AFP2WEB Transform feature allows You to install and use the AFP2WEB Transform feature to transform AFP to HTML and/or AFP to PDF. The AFP2WEB Transform feature is licensed per server. You must obtain a Proof of Entitlement for each server on which You will install the AFP2WEB Transform feature.

1.3.4 IBM Content Manager OnDemand Enhanced Retention Manager

If You choose to install the IBM Content Manager OnDemand Enhanced Retention Manager feature ("Enhanced Retention Manager"), You must acquire a Proof of Entitlement. Your license to the Retention Manager feature allows You to install and use the Enhanced Retention Manager feature to support the ability to suspend/lockdown individual documents within a report to prevent expiration at the document level. Suspend/lockdown can be set via the OnDemand Windows client and via application programming interfaces. The Enhanced Retention Manager feature is licensed per Processor Value Unit.

1.4 Limited Use Components

1.4.1 DB2 Limited Use License: 

This Program is bundled with the data server component of the edition(s) of IBM DB2 specified in the "Other IBM Programs" section of this License Information (the "Bundled DB2 Edition"), which is subject to the following limited use license. 

You are authorized to install the Bundled DB2 Edition only in association with Your authorized use of the Program, and only for the storage and management of data used and generated by the Program, and not for other data management purposes. The Bundled DB2 Edition may be used only by the internal components of the Program. The Bundled DB2 Edition may be used as a repository for configuration information generated by the Program. You may not use the Bundled DB2 Edition to build or extend custom applications that store business data. You are not permitted to make inbound connections to the Bundled DB2 Edition database from other applications for queries or report generation. 

You may install the Bundled DB2 Edition on a different machine from where You have installed the Program only if the Program is licensed under the Processor Value Unit charge metric, Limited Use Socket, Limited Use Virtual Server or the Authorized User metric, otherwise You must install the Bundled DB2 Edition only on the same machine where You have installed the Program. 

Your use of the Bundled DB2 Edition may not exceed the maximum resource or other charge unit capacity for which You are licensed to use the Program under its Proof of Entitlement. 

You are authorized to use the Bundled DB2 Edition instances(s) that You are entitled to install and use as set out above only as primary server(s) handling user workload, and not as a secondary or backup server in a High Availability and Disaster Recovery (HADR) configuration. You may use the HADR component on a second server in an Idle Standby configuration only if You purchase 100 Processor Value Units for the Bundled DB2 Edition. If You require additional Processor Value Units, You should contact Your IBM sales representative or IBM Business Partner. In an "Idle Standby" configuration, idle standby servers have DB2 installed, however, they do not service user transactions or query workloads. A DB2 server is considered idle if it is used exclusively for administrative actions that assist in failover scenarios such as having a database in rollforward pending state to support log shipping, or in making a flash copy of a DB2 database and then performing a database backup of this copy on another server, or in keeping a standby database synchronized using the HADR component. 

You are not authorized to install or use any separate features available for the fully licensed IBM DB2 edition unless You acquire the fully licensed version.

If You use the Program with a separately licensed IBM DB2 edition, the license terms of that edition apply to Your use of the Bundled DB2 Edition, and not the terms of this limited use license.

1.4.2 Limited Use IBM Tivoli Storage Manager Extended Edition

The Program includes IBM Tivoli Storage Manager Extended Edition components. You are authorized to install and use IBM Tivoli Storage Manager Extended Edition components only in association with Your licensed use of the Program. The IBM Tivoli Storage Manager Extended Edition components may not be used for any other storage management purposes. You are authorized to install, from the media provided with the Program, one Tivoli Storage Manager Extended Edition server, and all Tivoli Storage Manager Extended Edition clients required to support Your licensed use of the Program. Please contact Your Tivoli reseller if Your needs exceed this license agreement, to obtain a full Tivoli Storage Manager Extended Edition program.

1.4.3 Limited Use IBM WebSphere Application Server

The Program is accompanied by a copy of IBM WebSphere Application Server ("WAS"). You are entitled to install and use, from the media provided with the Program, the appropriate number of WAS components required to support Your licensed use of the Program. Your use of the WAS components is limited to use in support of Your licensed use of the Program, and is subject to the terms and conditions of the license agreement (except as limited in this paragraph) which accompanies WAS. The WAS components may not be used for any other purpose.

1.4.4 Limited Use IBM Content Integrator 

IBM Content Integrator ("Content Integrator") means IBM Content Integrator Enterprise Edition, IBM Content Integrator View Services, and IBM Content Integrator Connectors.

Provided the specific version of the Program supports use of IBM Content Integrator Enterprise Edition V8.5, "IBM ECM REPOSITORIES" means one or more of the following IBM repository program products: DB2 Content Manager, IBM Content Manager OnDemand, IBM FileNet Content Manager, IBM FileNet Content Services or IBM FileNet Image Services. Please refer to the Content Integrator Announcement Letter for supported versions of the IBM ECM REPOSITORIES. The Content Integrator Announcement Letter can be found at: http://www-01.ibm.com/common/ssi/index.wss

You are not required to purchase connector entitlements to use Content Integrator to connect to any of the IBM ECM REPOSITORIES. You are authorized to install and use Content Integrator only in association with the Program and Your validly licensed use of any of the IBM ECM REPOSITORIES. You may use Content Integrator in conjunction with any number of processors required to support Your authorized user entitlements for the Program and such IBM ECM REPOSITORIES. You may install the Content Integrator connectors that are specific to an IBM ECM REPOSITORY on any number of physical servers in order to support Your licensed use of such IBM ECM REPOSITORY.

This limited use license for Content Integrator does not include the following uses:

Search and Retrieval

This Content Integrator limited use license does not give You the right to access any data sources other than the IBM ECM REPOSITORIES including data sources that would require building a custom connector; 

Federated Records Management

This Content Integrator limited use license does not give You the right to access any data sources other than the IBM ECM REPOSITORIES including data sources that would require building a custom connector. In addition, this Content Integrator limited use license does not give You the right to use Content Integrator in conjunction with a non-IBM Records Management application to access a data source; and

Federated Business Process Management

This Content Integrator limited use license does not give You the right to access any data sources other than the IBM ECM REPOSITORIES including data sources that would require building a custom connector. In addition, this Content Integrator limited use license does not give You the right to use Content Integrator in conjunction with a non-IBM Business Process Management application to access a data source.

Before using Content Integrator beyond the scope of this limited use license, You must notify Your IBM sales representative or IBM Business Partner as stated in the IPLA and You must purchase the appropriate entitlements from IBM or Your IBM Business Partner. 

1.4.5 Limited Use IBM Workplace Forms Viewer

The Program is accompanied by a copy of IBM Workplace Forms Viewer. You are entitled to install and use Workplace Forms Viewer only in association with and to perform administration functions on the Program in support of Your licensed use of the Program. The Workplace Forms Viewer may not be used for any other purposes.

1.4.6 Limited Use AFP Conversion and Indexing Facility

The AFP Conversion and Indexing Facility software (the "ACIF Software") is provided in conjunction with the Program. Unless You have a separate PoE authorizing additional or expanded use of the ACIF Software, You may only use the ACIF Software to the extent directly necessary to exercise Your rights to use the Program under these terms.

C. Product Specific Terms

1. Additional Provisions Regarding Other IBM Programs. 

1.1 DB2 Enterprise Server Edition V9.1

DB2 Enterprise Server Edition V9.1 for Linux, UNIX, and Windows is listed as an "Other IBM Program". Notwithstanding any other provision of this agreement to the contrary, only the HP-UX PA-RISC version of DB2 Enterprise Server Edition V9.1 for Linux, UNIX, and Windows is licensed for use with the Program and all such use must comply with all terms, conditions and restrictions of this license, including but not limited to the Other IBM Programs section above. You may not use any other version of DB2 Enterprise Server Edition V9.1 for Linux, UNIX, and Windows, even if such version is included with the Program, unless You separately obtain an appropriate IBM issued entitlement authorizing such use.

1.2 Updated Versions of Other IBM Programs

From time to time and at IBM's sole and exclusive discretion, IBM may elect to provide newer versions of the Other IBM Programs (the "Updated OIP") to You for use in conjunction with Your use of the Program. Such inclusion may or may not be accompanied by notice. Except where expressly noted to the contrary in writing by IBM, in each such case, Your right to use any such Updated OIP is conditioned on your agreement that all such use will be subject to and conditioned on compliance with all terms, conditions and restrictions of the Other IBM Programs section above.


D/N:  L-PBRN-82GQYN
P/N:  L-PBRN-82GQYN