BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE MATERIAL, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, * DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE MATERIAL; AND * PROMPTLY RETURN THE UNUSED MEDIA AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED. IF THE MATERIAL WAS DOWNLOADED, DESTROY ALL COPIES OF THE MATERIAL. 1. Definitions "IBM" - International Business Machines Corporation or one of its subsidiaries. "MATERIAL" - the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text, recordings, or pictures), and 4) related licensed materials (such as keys and documentation). 2. License Grant The MATERIAL is owned by IBM or an IBM supplier, and is copyrighted and licensed, not sold. IBM grants Licensee a nonexclusive, revocable license to 1) internally reproduce and use the MATERIAL for the purposes of training Licensee on the use of IBM’s products provided that: a. Licensee has lawfully obtained the MATERIAL and complies with the terms of this Agreement; b. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the MATERIAL; c. Licensee ensures that anyone who uses the MATERIAL (accessed either locally or remotely) 1) does so only on Licensee's behalf and 2) complies with the terms of this Agreement; and d. Licensee does not 1) use, copy, modify, or distribute the MATERIAL except as expressly permitted in this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the MATERIAL, except as expressly permitted by law without the possibility of contractual waiver; or 3) sublicense, rent, or lease the MATERIAL. IBM further grants Licensee a nonexclusive, revocable license to make derivative works of the MATERIAL as long as the general meaning of the MATERIAL is not changed. This license applies to each copy of the MATERIAL that Licensee makes or uses. 3 Term and Termination This Agreement is effective until terminated. IBM may terminate Licensee's license at any time. 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 MATERIAL. 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LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 4 ALSO APPLY TO ANY OF IBM'S MATERIAL DEVELOPERS AND SUPPLIERS. MANUFACTURERS, SUPPLIERS, OR PUBLISHERS OF NON-IBM MATERIALS MAY PROVIDE THEIR OWN WARRANTIES. IBM DOES NOT PROVIDE SUPPORT OF ANY KIND, UNLESS IBM SPECIFIES OTHERWISE. IN SUCH EVENT, ANY SUPPORT PROVIDED BY IBM IS SUBJECT TO THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 4. 5. Limitation of Liability IN NO EVENT WILL IBM BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR LOST SAVINGS, EVEN IF IBM IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. 6. General a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. b. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. c. Licensee agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. d. Licensee authorizes International Business Machines Corporation and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) to store and use Licensee's business contact information wherever they do business, in connection with IBM products and services, or in furtherance of IBM's business relationship with Licensee. e. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement. f. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and 2) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse. g. Neither Licensee nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control. h. No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee. i. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the MATERIAL; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve. j. IBM has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and support certain MATERIALs. IBM Business Partners remain independent and separate from IBM. IBM is not responsible for the actions or statements of IBM Business Partners or obligations they have to Licensee. k. The license and intellectual property indemnification terms of Licensee's other agreements with IBM (such as the IBM Customer Agreement) do not apply to MATERIAL licenses granted under this Agreement. l. Licensee agrees that all MATERIAL is confidential. 7. Geographic Scope and Governing Law 7.1 Governing Law Both parties agree to the application of the laws New York, United States of America to govern, interpret, and enforce all of Licensee's and IBM's respective 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. 7.2 Jurisdiction All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the MATERIAL license.