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 Maximo Application Suite v8.8 (5737-M66)

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 Cloud Pak for Data Enterprise Edition

IBM DB2 Standard Edition 11.5

IBM Watson Discovery for Cloud Pak for Data

Watson Knowledge Studio

IBM ILOG CPLEX Optimization Studio 22.1

IBM App Connect Enterprise 12.0.4.0

Permitted Components

Licensee is permitted to use only the following components or functions of the identified Bundled or Supporting Program:

Control Plane (of Cloud Pak for Data Enterprise Edition)

Common Services (of Cloud Pak for Data Enterprise Edition)

Portworx Storage (of Cloud Pak for Data Enterprise Edition)

Watson Studio (of Cloud Pak for Data Enterprise Edition)

Watson Machine Learning (of Cloud Pak for Data Enterprise Edition)

Db2 Warehouse - only SMP mode (of Cloud Pak for Data Enterprise Edition)

Watson Discovery (of Cloud Pak for Data Enterprise Edition)

IBM DB2 Standard Edition 11.5

Common Database Services (database provisioning and management UI)

Common Services (of IBM Cloud Pak Platform)

- Audit Logging

 - Catalog

 - Certificate Management

 - CLI Tools Guide

 - Common Web UI 

- Helm REST APIs

 - Identity Access Manager

 - Installer

 - License Service

 - Logging

 - Metering

 - Monitoring

 - System Health Check

Platform UI Common Services (of IBM Cloud Pak for Data Enterprise Edition)

- Control Plane

 - Common Database Services (database provisioning and management UI)

 - Portworx Storage

IBM Spectrum Fusion

Components Not Used for Establishing Required Entitlements

Licensee may install and use the following Program components, under the license terms, but these components are not used to determine the number of entitlements required for the Program.

Control Plane (of Cloud Pak for Data Enterprise Edition)

Common Services (of Cloud Pak for Data Enterprise Edition)

Portworx Storage (of Cloud Pak for Data Enterprise Edition)

Watson Studio (of Cloud Pak for Data Enterprise Edition)

Watson Machine Learning (of Cloud Pak for Data Enterprise Edition)

Db2 Warehouse - only SMP mode (of Cloud Pak for Data Enterprise Edition)

Watson Discovery (of Cloud Pak for Data Enterprise Edition)

IBM DB2 Standard Edition 11.5

Common Database Services (database provisioning and management UI)

Common Services (of IBM Cloud Pak Platform)

- Audit Logging

 - Catalog

 - Certificate Management

 - CLI Tools Guide

 - Common Web UI 

- Helm REST APIs

 - Identity Access Manager

 - Installer

 - License Service

 - Logging

 - Metering

 - Monitoring

 - System Health Check

Platform UI Common Services (of IBM Cloud Pak for Data Enterprise Edition)

- Control Plane

 - Common Database Services (database provisioning and management UI)

 - Portworx Storage

IBM Spectrum Fusion

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.

Privacy

Licensee acknowledges and agrees that IBM may use cookie and tracking technologies to collect personal information in gathering product usage statistics and information designed to help improve user experience and/or to tailor interactions with users in accordance with the IBM Online Privacy Policy, available at http://www.ibm.com/privacy/.

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.

Concurrent User

Concurrent User is a unit of measure by which the Program can be licensed. A Concurrent User is a person who is accessing the Program at any particular point in time. Regardless of whether the person is simultaneously accessing the Program multiple times, the person counts only as a single Concurrent User. The Program may be installed on any number of computers or servers, but Licensee must obtain entitlements for the maximum number of Concurrent Users simultaneously accessing the Program. Licensee must obtain an entitlement for each simultaneous Concurrent User accessing the Program in any manner directly or indirectly (for example: via a multiplexing program, device, or application server) through any means.

Install

Install is a unit of measure by which the Program can be licensed. An Install is an installed copy of the Program on a physical or virtual disk made available to be executed on a computer. Licensee must obtain an entitlement for each Install of the Program.

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

AppPoint is a unit of measure by which the Program can be licensed. An AppPoint is a common unit of value. Sufficient AppPoint entitlements must be obtained to cover the total number of entitlements required for Licensee's Authorized Use of the Program.

Listed Program Entitlement Conversion Options:

IBM Administrative Base User

- Entitlement Conversion Ratio: 1 Authorized User/10 AppPoints

IBM Administrative Premium User

- Entitlement Conversion Ratio: 1 Authorized User/15 AppPoints

IBM Application Limited User

- Entitlement Conversion Ratio: 1 Concurrent User/5 AppPoints

- Entitlement Conversion Ratio: 1 Authorized User/2 AppPoints

IBM Application Base User

- Entitlement Conversion Ratio: 1 Concurrent User/10 AppPoints

- Entitlement Conversion Ratio: 1 Authorized User/3 AppPoints

IBM Application Premium User

- Entitlement Conversion Ratio: 1 Concurrent User/15 AppPoints

- Entitlement Conversion Ratio: 1 Authorized User/5 AppPoints

IBM Maximo Connector for Oracle Applications Install

- Entitlement Conversion Ratio: 1 Install/80 AppPoints

IBM Maximo Connector for SAP Applications Install

- Entitlement Conversion Ratio: 1 Install/80 AppPoints

IBM Maximo Spatial Install

- Entitlement Conversion Ratio: 1 Install/20 AppPoints

IBM Maximo Visual Inspection Install

- Entitlement Conversion Ratio: 1 Install/45 AppPoints

IBM Maximo Visual Inspection Edge Install

- Entitlement Conversion Ratio: 1 Install/1 AppPoints

IBM Maximo Health and Predict - Utilities Install

- Entitlement Conversion Ratio: 1 install/60 AppPoints

IBM Maximo Assist Install

- Entitlement Conversion Ratio: 1 install/150 AppPoints

IBM Maximo Civil Infrastructure Install

- Entitlement Conversion Ratio: 1 install/ 50 AppPoints

IBM Maximo Connector for Workday Applications Install

- Entitlement Conversion Ratio: 1 install/80 AppPoints

IBM Maximo Optimizer Install

- Entitlement Conversion Ratio: 1 install/220 AppPoints

IBM Maximo Optimizer Limited Install

- Entitlement Conversion Ratio: 1 install/60 AppPoints

"Conversion Entitlement Ratio n/m" means that Licensee can convert some number ('n') entitlements of the indicated metric for the listed program for every specified number ('m') entitlements of the specified metric for the Program. Once converted, Licensee may only use such converted entitlements for the listed program. The specified conversion does not apply to any entitlements for the Program that are not of the required metric type.

1. Application Limited User Restrictions

An Application Limited User accessing Manage functionality of the Program (a) can use all modules for the limited purpose of running and viewing reports, viewing records as read only, changing the status of records, and updating Work Orders and conducting Inspections assigned to the Maximo Manage Application Limited User; and (b) can use without restriction a maximum of three (3) Maximo Manage modules (excluding Planning and Scheduling, Administration, Integration and Security and System Configuration.)

2. Red Hat Products

Red Hat Products are licensed separately and are supported by IBM only when used in support of the Program and only while Licensee has Software Subscription and Support in effect for the Program. The below entitlement restrictions apply solely to any Software Subscription and Support in effect for the Program and do not restrict Licensee's use of the Red Hat Products, which are licensed separately. Licensee agrees that its use of and support for the Red Hat Products are subject to the following terms (https://www.redhat.com/en/about/agreements)., with the exception of the IBM backup policy and temporary use policy as referenced in the International Program License Agreement, which govern backups and temporary use for Red Hat Products included in the Program.

Red Hat Product:

Red Hat Enterprise Linux

Red Hat OpenShift Container Platform

- Additional Entitlement Ratio: First AppPoint / 166 VPC, each additional 8 AppPoints / 1 VPC

"Additional Entitlement Ratio n/m" means that Licensee receives some number ('n') entitlements of the indicated metric for the identified program for every specified number ('m') entitlements of the specified metric for the Program as a whole. The specified ratio does not apply to any entitlements for the Program that are not of the required metric type. The number of entitlements for the identified program is rounded up to a multiple of 'n'.

Red Hat OpenShift Data Foundation Essentials

- Additional Flat Entitlement: 48 Virtual Processing Cores (VPC)

Use Limitation: Licensee's entitlement to support for the listed program is limited to 6TB usable (18TB raw) capacity. Licensee's entitlement to support for the listed program terminates 12 calendar months after Licensee's initial purchase of entitlements to the Program. Licensee's entitlement to support for the listed program may only be used in connection with the hosting of the Primary Program on non-IBM Cloud Service: Amazon Web Services (AWS). Upon termination, Licensee agrees that any support Licensee obtains for the Principal Program beyond that period of time, will not include support for the listed program.

This Red Hat OpenShift Data Foundation entitlement cannot be used in a managed service environment.

"Additional Flat Entitlement" means that regardless of the number of entitlements obtained to the Program, Licensee's use of the listed program is limited to the number of entitlement(s) listed.

Program Details

Use of Usage Metering Data

The Program enables use of a usage metering dashboard (the "Dashboard") that enables the display and monitoring of certain data and metrics regarding Licensee's deployment and usage of IBM and non-IBM software programs, as well as the computing environment on which they are deployed ("Usage Metering Data"). Usage of the Dashboard requires registration on either the Red Hat Marketplace or IBM Software Central. Licensee's usage of the Dashboard and IBM's use and sharing of Usage Metering Data are governed by the terms of the Service Description for the Red Hat Marketplace, Operated by IBM, available here: https://www.ibm.com/support/customer/csol/terms?id=i126-8719, and if Licensee enables or uses the Dashboard, Licensee agrees to those terms.

IBM Spectrum Fusion

- Additional Flat Entitlement: 6 Terabytes (TB) each of IBM Primary Storage, IBM Backup Storage, and Metadata Management.

Use Limitation: Licensee's license to the listed programs is only available for first-time Cloud Pak purchases and terminates 12 calendar months after Licensee's initial purchase of entitlements to the Program, or upon the termination or expiration of the Program to the extent such termination or expiration occurs prior to 12 months after initial purchase. Licensee may only use the listed programs in connection with the hosting of the Primary Program on non-IBM Cloud Service: Amazon Web Services (AWS). Upon termination of the listed programs, Licensee agrees to promptly discontinue use of and destroy all of Licensee's copies of the listed programs.

"Additional Flat Entitlement" means that regardless of the number of entitlements obtained to the Program, Licensee's use of the listed program is limited to the number of entitlement(s) listed.

3. COMPONENTS NOT USED FOR ESTABLISHING REQUIRED ENTITLEMENTS

Licensee may install and use the following Program components, under the license terms, but these components are not used to determine the number of entitlements required for the Program.

- Entering service requests and viewing the status of their service requests.

- Creating and viewing requisitions, viewing templates and viewing drafts via the Desktop Requisitions application.

- Anywhere Service Request application

- Create Incident in Oil and Gas

- Review Incidents in Oil and Gas

- Service Requests in Oil and Gas

- Create a Management of Change request (with view-only access to related artifacts) in MOC in Oil and Gas

- Create Incident in Health, Safety and Environment

- Review Incidents in Health, Safety and Environment

- Service Requests in Mobile or Health, Safety and Environment Graphical Appointment Book in Manage

- Vehicle Requests in Maximo Transportation

- Access the Bill Review applications in Maximo Service Providers.

- Creating and viewing condition reports via the Create Condition Report in Nuclear

- Transfer data to MAS Safety via personal and environmental devices and sensors (without accessing MAS dashboards or applications).

- Users created by default by the Program for performance improvement and not used for any other purposes.

- Users created solely for purpose of performance testing in Licensee's internal test environment.

- Program Installs of a component used as part of Licensee's internal development and test environment with at least one (1) Install of the same component in production environment.

- Use of IBM App Connect Enterprise for solution integration where one end of the integration pattern is IBM Maximo Application Suite, and the other end of the integration pattern is IBM TRIRIGA Application Suite, IBM Environmental Intelligence Suite, IBM Envizi Sustainability Performance Management, IBM TRIRIGA Portfolio Data Manager, IBM TRIRIGA Application Platform, or IBM Facilities and Real Estate Management on Cloud (TRIRIGA).

4. MAS Privacy

IBM Maximo Application Suite (MAS) will record information necessary to provide you with access to the suite and ensure that AppPoints are correctly managed based on individual user entitlements. MAS also records usage against different components to monitor compliance of MAS.

5. Component Usage and AppPoint Consumption Reporting

Licensee consents to automated reporting of Licensee's Program usage and AppPoint consumption to IBM. Alternatively, if automated reporting is unavailable or disabled, Licensee will electronically provide to IBM monthly reports to the endpoint identified by IBM, no later than 10 business days after the end of each calendar month.

IBM, its affiliates, and contractors of either, may, wherever they do business, store and otherwise process business contact information (BCI) of Client, its personnel, and authorized users, for example, name, business telephone, address, email, and user ID for business dealings with them. Where notice to or consent by the individuals is required for such processing, Client will notify and obtain such consent. The IBM Privacy Statement at https://www.ibm.com/privacy/us/en/ provides additional details with respect to BCI and Account Data described below.

Licensee can configure the Program's automated reporting feature to send certain usage information to IBM. Licensee agrees to allow the Program to store and otherwise process business contact information (BCI) of Client, its personnel, and authorized users. Such information will be used consistent with our collective business activities, including communicating with Licensee to maintain license compliance. Licensee agrees to allow the Program to store and otherwise process the Program usage, system utilization, and capacity information. Licensee may disable the automated reporting feature at any time and choose to electronically provide usage reports to IBM.

Licensee also agrees that Licensee's Information may be accessed by IBM employees or contractors located in any country, within or beyond the European Union.

6. Java: No license is granted for use of the Program on a Pervasive Device, so Licensee must ensure that the Program is not to be installed on a Pervasive Device. For these purposes, the term "Pervasive Device" means a device that contains an embedded microprocessor but which does not have computing as its primary purpose. Current examples of Pervasive Devices include cell phones, personal digital assistants (including BlackBerry devices), game consoles, set-top boxes, embedded controllers in automobiles, smart appliances (household appliances with embedded processors) and home gateways (fixed function devices which manage data and media for a household and which cannot perform general computing functions). By contrast, desktop computers, laptop computers, general purpose computer servers, departmental servers, mainframe computers, application servers, print servers, file servers and data storage devices are examples of devices that are not Pervasive Devices.

7. This Program includes the following software which may not be used for Evil purposes.

- json.jar

8. IBM Datapower Gateway Sample Code

The Program may include Sample Code. If Sample Code is provided, it will be located in a directory named SAMPLES. The Licensee may use and modify the Sample Code internally solely with the Program and with the specific serial numbered IBM WebSphere DataPower appliance with which it was delivered for the sole purpose of configuring the Program.

solidDB Components

Limited use license - solidDB: The Licensee is authorized to install and use one copy of the solidDB data server only in association with the Licensee's licensed use of the Program for the storage and management of data used and generated by the Program, and not for other data management purposes. This restricted use solidDB data server is to be used only by the internal components of the Program. For example, solidDB can be used as a repository for configuration information generated by the Program and cannot be used to build or extend custom applications that store business data; this license does not permit inbound connections to the database from other applications for queries or report generation.

9. Maximo Mobile

a. The IBM Maximo Mobile App ("App") downloaded from the Application Store(s) is designed for use with the Maximo Application Suite and Maximo Asset Management. You agree to only use the App for that purpose.

b. The App allows the user to take images of machines or other assets as part of using the Maximo Application Suite of software. While this App is designed for images solely of assets, background may be inadvertently included. Accordingly, as required by this license, you must ensure you have all necessary permissions to take and use the images, including but not restricted to, permission to take images in the area in which you are working.

- You are solely responsible for the images, voice recordings, annotations and the like which are taken by the App and used by the Maximo Application Suite or Maximo Asset Management. .

c. IBM may push certain notifications to your copy of the App. You agree to receive such notifications.

d. As part of the operation of the App, certain data may be transmitted and stored, including, but not limited to, user id, phone numbers, email addresses, digital signature, geolocations, camera (for images and video), audio and similar personal information. You may also choose to include other data of a personal or sensitive nature. To the extent you control any such data, you are responsible for adhering to all applicable data privacy regulations.

e. Your entitlement to the use of the App is based on the number of Program Users authorized based on the AppPoint purchased.

f. In cases where the App is provided directly by IBM thru Passport Advantage, you agree that the International Program License Agreement (Z125-3301-14) applies. You agree to bind your end users to such terms and are responsible for their compliance.

g. These terms override any terms and conditions presented by the App upon first use.

h. The App is prepared to collect IoT data, including personal data (PI/PII) from wearables or environmental sensors (such as location data and associated environmental details) and in certain circumstances other sources of information on your employee such as physical status, in order to protect them from risk, improve workplace safety and support compliance with your safety policies. To the extent you control any such IoT data, you are responsible for complying to all applicable data privacy regulations.

- The application is intended to be used in a workplace setting and should not be used elsewhere. In addition, if your employees become aware of any safety issues affecting them, their fellow employees or their workplace, they should be instructed to take appropriate action in accordance with your policies, whether or not there's notification of a risk by the application.

i. The App may be used to identify parts and assets with a separate purchase of IBM Maximo Application Suite AddOns - Parts Identifier Cloud Service

j. The App may be used to perform voice enabled inspections with (1) the installation of Maximo Assist and (2) the separate purchase of IBM Maximo Application Suite Managed Service.

10. Maximo Anywhere

The following term applies to IBM Maximo Anywhere when creating and deploying Maximo Anywhere applications for iOS (.ipa files):

- You confirm that You have all appropriate Apple Developer Program license(s) and that You, as Apple's licensee, is subject to, and will comply with, the terms of the appropriate Apple Developer Program Agreement. You hereby agree to further customize the Maximo Anywhere hybrid code according to your requirements and build the Maximo Anywhere hybrid code under your Apple Developer Program credentials. You are solely responsible for uploading, maintaining and granting access to Your signing credentials and keeping Your signing credentials secure at all times. IBM is not responsible for any loss or compromise to Your signing credentials.

11. App Connect

This license covers inclusion of a restricted use entitlement to IBM App Connect Enterprise for solution integration where one end of the integration pattern is to IBM Maximo Application Suite, IBM TRIRIGA Application Suite or IBM Environmental Intelligence Suite. . . The IBM App Connect Enterprise components listed in this document under a restricted use license will be distributed via the appropriate IBM sales and delivery mechanisms.

- Use of IBM App Connect Enterprise for solution integrations with IBM Maximo Health and Predict ? Utilities is limited to 3 VPCs.

- Use of IBM App Connect Enterprise for solution integrations with IBM Maximo Connector for Workday Applications is limited to 4 VPCs.

- The number of VPCs used by IBM App Connect Enterprise in connection with the individual applications set forth above may be re-allocated among those applications by the Customer at its discretion so long as the total number of VPCs used does not exceed the aggregate number of VPCs authorized under this section.

12. Additional IBM DB2 Standard Edition Details

The Supporting Program may use a maximum of 16 processor cores and 128 GB of memory on each physical or virtual server; however, if the Supporting Program is used on a cluster of servers configured to work together using database partitioning or other permitted clustering technology, the Supporting Program may use a maximum of 16 processor cores and 128 GB of memory across all virtual or physical servers in that cluster.

13. WebSphere Application Server Liberty (Freemium)

Licensee is prohibited from using the Program for more than a combined total of 2 Gigabytes of JVM heap space across all Installs, except when used:

a. on a Developer Machine or Build Server;

b. for the sole purpose of testing compatibility with Licensee's publicly available Open Source Software or software the Licensee sells commercially

Licensee must publish test results when compatibility has been verified regardless of the JVM heap space used.

Licensee's use of the Program is subject to this License Information document, and accompanying International License for the Agreement of Non-Warranted Programs, unless Licensee obtains a valid Proof of Entitlement from IBM for the version of this Program licensed under the International Program License Agreement, in which case that base agreement and License Information document would apply to Licensee's continued use of the Program.

A "Developer Machine" is a physical or virtual desktop environment, running a primary operating system and the Program, both of which are accessible and used by no more than one (1) specified developer. The physical or virtual desktop environments include on-premises and off-premises cloud environments. When on a Developer Machine or Build Server, Licensee is not authorized to use for processing production workloads, simulating production workloads or testing scalability of any code, application or system.

A "Build Server" is defined as a machine, physical or virtual, in which the Program is installed but has not been started with the exception of the server package command, the Program libraries can be used for Program application and server builds in support of the licensed Program.

A "Gigabyte" is 2 to the 30th power bytes.

"Open Source Software" is defined as software whose source code is freely available for modification or enhancement with a license in which the copyright holder provides the rights to study, change, and distribute the software to anyone and for any purpose.

An "Install" is an installed copy of the Program on a physical or virtual disk made available to be executed on a computer.

Additional Details

WebSphere Application Server Liberty (Freemium)

- Use Limitations: Unrestricted

"Unrestricted" means that, notwithstanding the language above, Licensee's right to use the Supporting Program is not limited to use only in support of Licensee's use of the Principal Program. While the other restrictions on Licensee's use of the Supporting Program continue to apply, Licensee may use the Supporting Program for purposes independent of the licensed use of the Principal Program.

14. IBM DB2 Warehouse

This Program includes IBM Db2 Warehouse, which is subject to the following terms unless IBM Db2 Warehouse is used as part of Licensee's internal development and test environment for internal non-production activities:

Licensee may only use Db2 Warehouse for a data warehouse and run a data warehouse workload. Licensee must have user data from a single database spread across two or more active data partitions or at least 75% of the user data residing in column-organized tables with a majority of the workload accessing the column-organized tables. For the purposes of this section, user data residing in Staging Tables is excluded from the calculation of the percentage of user data residing in column-organized tables. "Staging Tables" means tables used for the sole purpose of staging and pre-processing for the purpose of holding, transforming and then loading into user accessed tables, and that are not available for OLTP or other applications to perform read or write transactions against except for the purpose of staging the data as described above.

High Availability/Failover Configurations

The following describes Licensee's license entitlement requirements for secondary or standby servers used for high availability/failover configurations in support of primary servers on which the Program is installed. The following entitlement requirements are cumulative and are in addition to the entitlements required for the primary servers:

- If the Program is operational on the secondary/standby server(s) to service user transactions or queries ("Hot Standby"), the same charge metric applies as for the primary servers. If the Programs container software is pulled (/installed) on the standby server and not initialized or running ("Cold Standby"), there is no charge.

- If the Program is installed and running on the standby but is used exclusively for administrative actions (e.g., backup, restore, security admin, monitoring) rather than transactions or queries ("Idle/Warm Standby"), the Program must be licensed for 1 Virtual Processor Core (VPC) for the secondary/standby server (or a cluster working together for Idle/Warm Standby).

15. If in the Third Party Notices 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.

16. IBM Maximo Optimizer

Use of IBM Maximo Optimizer or IBM Maximo Optimizer Limited is restricted to customers with an entitlement to at least one of the following: IBM Maximo Application Suite, IBM Maximo Asset Management Scheduler, or IBM Maximo for Aviation.

Use of IBM Maximo Optimizer Limited has the following additional restrictions: (a) deployment is limited to 2 VPCs, (b) use of a single optimizer model as provided by IBM or its extension, (c) job execution must be performed serially.

17. Reserved Parts

For containerized use, this product is restricted to only run with a currently supported version of Red Hat OpenShift Container Platform as specified in the Product documentation.

L/N: L-CLEA-CECUCS

D/N: L-CLEA-CECUCS

P/N: L-CLEA-CECUCS



International Program License Agreement

Part 1 - General Terms

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE AUTHORITY: i) DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE PROGRAM; AND ii) PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.

This International Program License Agreement (IPLA) and applicable Transaction Documents (together the "Agreement") are the complete agreement between Licensee and IBM regarding the use of a Program. The country required terms included in Part 2 of this IPLA replace or modify the terms of Part 1.

Transaction Documents (TDs) provide a description, information, and terms regarding the Program and its authorized use. Examples of TDs for Programs include license information (LI), licensed program specifications (LPS), quote, proof of entitlement (PoE), or invoice. To the extent of any conflict a TD will prevail over the IPLA.

1. Program License

a. A Program is an executable IBM-branded computer program and its related material and includes whole and partial copies. Program details are described in a TD available at http://www.ibm.com/software/sla (for Passport Advantage Programs) or http://www.ibm.com/support/knowledgecenter (for other IBM Programs), in the Program's system command directory, or as otherwise specified by IBM. IBM software policies (such as backup, temporary use and IBM approved cloud environment) available at http://www.ibm.com/softwarepolicies apply to Licensee's use of Programs.

b. Copies of Programs are copyrighted and licensed.

c. Licensee is granted a nonexclusive license to:

(1) use each copy of a Program, subject to the terms of the Agreement and up to the number of license entitlements Licensee acquires ("Authorized Use");

(2) make and install copies to support such Authorized Use; and

(3) make a backup copy.

d. Programs may be used by Licensee, its employees and contractors. Licensee may not rent or lease a Program or provide commercial IT, hosting or timesharing services to any third party. Additional rights may be available for additional fees or under different terms.

e. The license granted for a Program is subject to Licensee:

(1) reproducing copyright notices and other markings on any copy;

(2) ensuring anyone who uses the Program: i) does so only on Licensee's behalf within Licensee's Authorized Use; and ii) complies with this Agreement;

(3) not reverse assembling, reverse compiling, translating, or reverse engineering the Program, except as expressly permitted by law without the possibility of contractual waiver; and

(4) not using any of the elements of the Program or related licensed materials separately from the Program.

f. If the TD for a Program ("Principal Program") states that a "Supporting Program" is included with the Principal Program, Licensee may use the Supporting Program subject to any license limitations of the Principal Program and only to support the Principal Program.

g. This license applies to each copy of the Program that Licensee makes.

h. An update, fix, or patch to a Program is subject to the terms governing the Program unless new terms are provided in an updated TD. Licensee accepts such new terms upon installation of the update, fix, or patch. If a Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.

i. If Licensee is dissatisfied with a Program for any reason, Licensee may terminate the license by returning the Program and proof of entitlement to IBM or the authorized IBM Business Partner within 30 days of the original acquisition date of such Program for a refund of the amount paid. For a downloaded Program, contact the party Licensee acquired the Program from for refund instructions.

2. Warranties

a. IBM warrants that a Program, when used in its specified operating environment conforms to its specifications. The warranty period for a Program is 12 months from acquisition, or the initial license term if less than 12 months, unless another warranty period is specified in the TD.

b. During the warranty period Licensee will have access to IBM databases containing information on known Program defects, defect corrections, restrictions, and bypasses as described in the IBM Support Guide at http://www.ibm.com/support/pages/node/733923.

c. If the Program does not function as warranted during its warranty period and the problem cannot be resolved with information available in the IBM databases, Licensee may return the Program and proof of entitlement to IBM or the IBM Business Partner for a refund of the amount Licensee paid and Licensee's license terminates.

d. IBM does not warrant uninterrupted or error-free operation of an IBM Program or that IBM will correct all defects or prevent third party disruptions. These warranties are the exclusive warranties from IBM and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. IBM warranties will not apply if there has been misuse, modification, damage not caused by IBM, or failure to comply with written instructions provided by IBM. Non-IBM Programs are provided as-is, without warranties of any kind. Third parties may provide their own warranties to Licensee.

e. Additional support available during or after the warranty period may be available under separate agreement.

3. Charges, Taxes, Payment, and Verification

a. Licensee's right to use a Program is contingent on Licensee paying applicable charges as specified in the agreement under which Licensee acquired the license entitlements. Licensee is responsible to acquire additional license entitlements in advance of any increase of its use.

b. Licensee agrees to pay all applicable charges for acquired entitlements and any charges for use in excess of authorizations. Charges are exclusive of any customs or other duty, tax, and similar levies imposed by any authority resulting from Licensee's acquisition of entitlements and will be invoiced in addition to such charges. Amounts are due upon receipt of the invoice from IBM and payable within 30 days of the invoice date to an account specified by IBM and late payment fees may apply. Licensee is responsible to properly acquire additional license entitlements in advance to increase its use. IBM does not give credits or refunds for charges already due or paid, except as specified elsewhere in this IPLA, the applicable TD, or terms of the agreement under which Licensee acquired license entitlements.

c. Based on acquired entitlements, Licensee agrees to: i) pay any withholding tax directly to the appropriate government entity where required by law; ii) furnish a tax certificate evidencing such payment to IBM; iii) pay IBM only the net proceeds after tax; and iv) fully cooperate with IBM in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents.

d. If Licensee imports, exports, transfers, accesses, or uses a Program across a border, Licensee agrees to be responsible for and pay authorities any custom, duty, tax, or similar levy assessed by the authorities. This excludes those taxes based on IBM's net income.

3.1 Licensing Verification

a. Licensee will, for all Programs at all sites and for all environments, create, retain, and each year provide to IBM upon request with 30 days' advance notice: i) a report, in a format requested by IBM using records, system tools output, and other system information; and ii) supporting documentation (collectively, "Deployment Data").

b. Upon reasonable notice, IBM and its independent auditors may verify Licensee's compliance with this Agreement, at all sites and for all environments, in which Licensee uses (for any purposes) Programs. Verification will be conducted in a manner that minimizes disruption to Licensee's business and may be conducted on Licensee's premises, during normal business hours. IBM will have a written confidentiality agreement with the independent auditor. In addition to providing Deployment Data described above, Licensee agrees to provide to IBM and its auditors additional accurate information and Deployment Data upon request.

c. Licensee will promptly order and pay charges at IBM's then current rates associated with: i) any deployments in excess of authorizations indicated on or by any annual report or verification; ii) applicable subscription & support services (S&S) for such excess deployments for the lesser of the duration of such excess use or two years; and iii) any additional charges and other liabilities determined as a result of such verification, including but not limited to taxes, duties, and regulatory fees.

4. Liability and Intellectual Property Protection

a. IBM's entire liability for all claims related to this Agreement will not exceed the amount of any actual direct damages incurred by Licensee up to the amounts paid (if recurring charges, up to 12 months' charges apply) for the entitlements to the Program that is the subject of the claim, regardless of the basis of the claim. IBM will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or for lost profits, business, value, revenue, goodwill, or anticipated savings. These limitations apply collectively to IBM, its affiliates, contractors, and suppliers.

b. The following amounts are not subject to the above cap: i) third party payments related to infringement claims described in clause 4 c below; and ii) damages that cannot be limited under applicable law.

c. If a third party asserts a claim against Licensee that an IBM Program infringes a patent or copyright, IBM will defend Licensee against that claim and pay amounts finally awarded by a court against Licensee or included in a settlement approved by IBM. To obtain IBM's defense against and payment of infringement claims, Licensee must promptly: i) notify IBM in writing of the claim; ii) supply information requested by IBM; and iii) allow IBM to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts. IBM's defense and payment obligations for infringement claims extend to claims of infringement based on open source code that IBM selects and embeds in an IBM Program.

d. IBM has no responsibility for claims based on non-IBM products, items not provided by IBM, or any violation of law or third party rights caused by Content, or any Licensee materials, designs, specifications, or use of a non-current version or release of an IBM Program when an infringement claim could have been avoided by using a current version or release. Content consists of all data, software, and information that Licensee or its authorized users provide, authorize access to, or inputs to a Program.

5. Termination

a. IBM may terminate Licensee's license to use a Program if Licensee fails to comply with the IPLA, TDs or acquisition agreements, such as the International Passport Advantage Agreement (IPAA). Licensee will promptly destroy all copies of the Program after license termination. Any terms that by their nature extend beyond the termination remain in effect until fulfilled and apply to successors and assignees.

6. Governing Laws and Geographic Scope

a. Both parties agree to the application of the laws of the country where the transaction for license entitlements is performed, without regard to conflict of law principles. The rights and obligations of each party are valid only in the country where the transaction to acquire license entitlements is performed or, if IBM agrees, the country where the Program is placed in productive use, except all licenses are valid as specifically granted.

b. Each party is also responsible for complying with: i) laws and regulations applicable to its business and Content; and ii) import, export and economic sanction laws and regulations, including the defense trade control regime of the United States of America and any applicable jurisdictions, that prohibit or restrict the import, export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.

c. If any provision of this Agreement for a Program, is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in this Agreement affects statutory rights of consumers that cannot be waived or limited by contract. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under this Agreement.

7. General

a. IBM is an independent contractor, not Licensee's agent, joint venturer, partner, or fiduciary, and does not undertake to perform any of Licensee's regulatory obligations, or assume any responsibility for Licensee's business or operations. Licensee is responsible for its use of IBM Programs and Non-IBM Programs. IBM is acting as an information technology provider only. IBM's direction, suggested usage, or guidance or use of a Program does not constitute medical, clinical, legal, accounting, or other licensed professional advice. Licensee should obtain its own expert advice.

b. For Programs IBM provides to Licensee in tangible form, IBM fulfills its shipping and delivery obligations upon the delivery of such Programs to the IBM-designated carrier, unless otherwise agreed to in writing by Licensee and IBM.

c. Licensee may not use the Program if failure of the Program could lead to death, serious bodily injury, or property or environmental damage.

d. IBM, its affiliates, and contractors of either require use of business contact information and certain account usage information. This information is not Content. Business contact information is used to communicate and manage business dealings with the Licensee. Examples of business contact information include name, business telephone, address, email, user ID, and tax registration information. Account usage information is required to enable, provide, manage, support, administer, and improve Programs. Examples of account usage information include reported errors and digital information gathered using tracking technologies, such as cookies and web beacons, during use of the Programs. The IBM Privacy Statement at http://www.ibm.com/privacy provides additional details with respect to IBM's collection, use, and handling of business contact and account usage information. When Licensee provides information to IBM and notice to, or consent by, the individuals is required for such processing, Licensee will notify individuals and obtain consent.

e. IBM Business Partners who use or make available Programs are independent from IBM and unilaterally determine their prices and terms. IBM is not responsible for their actions, omissions, statements, or offerings.

f. IBM may offer Non-IBM Programs, or an IBM Program may enable access to Non-IBM Programs, that may require acceptance of third party terms identified in a TD or presented to the Licensee. Linking to or use of Non-IBM Programs constitutes Licensee's agreement with such terms. IBM is not a party to any third party agreement and is not responsible for such Non-IBM Programs.

g. License grants to Programs are provided by International Business Machines Corporation, a New York corporation ("IBM Corporation"). The IBM company from which the Licensee acquires entitlements ("IBM") is acting as a distributor and delivering Programs and is responsible for enforcing the terms of this Agreement. If entitlements are acquired from an IBM Business Partner, the IBM company for the country of acquisition is responsible for enforcing the terms of this Agreement. No right or cause of action is created in favor of Licensee against IBM Corporation. Licensee waives all claims and causes of action against IBM Corporation and agrees to look solely to IBM for any rights and remedies in connection with Programs.

h. Licensee may not sublicense, assign, or transfer the license for any Program (except to the extent assignment or transfer may not be legally restricted or as is expressly permitted in a TD or as otherwise agreed by IBM). IBM may assign its rights and obligations under this Agreement in conjunction with the sale of the portion of IBM's business that includes a Program. IBM may share this Agreement and related documents in conjunction with any assignment.

i. All notices under the Agreement must be in writing and sent to the business address specified in the agreement Licensee acquired the license entitlements unless a party designates in writing a different address. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. Any reproduction of the Agreement made by reliable means is considered an original. Agreement supersedes any course of dealing, discussions or representations, between the parties.

j. No right or cause of action for any third party is created by the Agreement. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control. Each party will allow the other reasonable opportunity to comply before it claims the other has not met its obligations.

k. IBM may use personnel and resources in locations worldwide, including third party contractors to support the delivery of Programs and Program support. Licensee's use of Programs may result in the transfer of Content, including personally identifiable information, across country borders to provide Program support as described in the IBM Software Support Guide.

Part 2 - Country Required Terms

For licenses acquired in the countries specified below, the following terms replace or modify the referenced terms of this IPLA. Terms not changed by these amendments remain unchanged and in effect.

1. AMERICAS

Section 3. Charges, Taxes, Payment, and Verification

Replace the first and second sentence of paragraph b with the following:

In Brazil: Licensee agrees to pay all applicable charges for acquired entitlements and any charges for use in excess of authorizations and any customs or other duty, tax, and similar levies imposed by any authority resulting from Licensee's acquisition of entitlements.

In paragraph b:

In Mexico: In the third sentence, delete the words "to an account specified by IBM".

In Mexico: Add the following new sentence after the third sentence:

Payments will be made through electronic transfer of funds to an account specified by IBM or in IBM's domicile which is located in Alfonso Napoles Gandara 3111, Santa Fe Peña Blanca, Alvaro Obregon, Mexico City, Zip Code 01210.

Add at the end of paragraph c the following sentence:

In Canada: Where taxes are based upon the location(s) receiving the benefit of the Program, Licensee has an ongoing obligation to notify IBM of such location(s) if different than Licensee's business address listed in the applicable TD.

Add at the end of paragraph c the following sentence:

In United States: The parties agree no tangible personal property (e.g. media or publications) shall transfer to Licensee if: i) IBM delivers Programs electronically to Licensee; or ii) Licensee claims a sales or use tax exemption for Programs IBM delivers electronically to Licensee. Where taxes are based upon the location(s) receiving the benefit of the Program, Licensee has an ongoing obligation to notify IBM of such location(s) if different than Licensee's business address listed in the applicable TD.

Section 4. Liability and Intellectual Property Protection

Insert the following disclaimer at the end of paragraph a:

In Peru: In accordance with Article 1328 of the Peruvian Civil Code this limitations and exclusions will not apply in the cases of willful misconduct ("dolo") or gross negligence ("culpa inexcusable").

Section 6. Governing Laws and Geographic Scope

In paragraph a, replace the first sentence only with:

In Argentina: Both parties agree to the application of the laws of the Republic of Argentina, without regard to the conflict of law principles. Any proceeding regarding the rights, duties, and obligations arising from this Agreement will be brought in the Ordinary Commercial Court of the City of "Ciudad Autónoma de Buenos Aires".

In Chile: Both parties agree to the application of the laws of Chile, without regard to the conflict of law principles. Any conflict, interpretation or breach related to this Agreement that cannot be solved by the Parties should be remitted to the jurisdiction of the Ordinary Courts of the city and district of Santiago.

In Colombia: Both parties agree to the application of the laws of the Republic of Colombia, without regard to the conflict of law principles. All rights, duties and obligations are subject to the judges of the Republic of Colombia.

In Ecuador: Both parties agree to the application of the laws of the Republic of Ecuador, without regard to the conflict of law principles. Any dispute arising out or relating to this Agreement will be submitted to the civil judges of Quito and to the verbal summary proceeding.

In Venezuela: Both parties agree to the application of the laws of Venezuela, without regard to the conflict of law principles. The parties agree to submit any conflict related to this Agreement, existing between them to the Courts of the Metropolitan Area of the City of Caracas.

In Peru: Both parties agree to the application of the laws of Peru, without regard to the conflict of law principles. Any discrepancy that may arise between the parties in the execution, interpretation or compliance of this Agreement that may not be directly resolved shall be submitted to the Jurisdiction and Competence of the Judges and Tribunals of the 'Cercado de Lima' Judicial District.

In Uruguay: Both parties agree to the application of the laws of Uruguay. Any discrepancy that may arise between the parties in the execution, interpretation or compliance of this Agreement that may not be directly resolved shall be submitted to the Montevideo Courts ("Tribunales Ordinarios de Montevideo").

In paragraph a, first sentence only, replace the phrase, "the country where the transaction for license entitlements is performed" with:

In United States, Anguilla, Antigua/Barbuda, Aruba, Bahamas, Barbados, Bermuda, Bonaire, British Virgin Islands, Cayman Islands, Curacao, Dominica, Grenada, Guyana, Jamaica, Montserrat, Saba, Saint Eustatius, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Suriname, Tortola, Trinidad and Tobago, and Turk and Caicos: the State of New York, United States.

In Canada: the Province of Ontario and the federal laws of Canada applicable therein.

In paragraph a, second sentence, replace the phrase, "the country where the transaction to acquire license entitlements is performed" with:

In Argentina: Argentina

In Chile: Chile

In Colombia: Colombia

In Ecuador: Ecuador

In Mexico: Mexico

In Peru: Peru

In Uruguay: Uruguay

In Venezuela: Venezuela

Add the following sentences at the end of paragraph b:

In Brazil: All disputes arising out of or related to this Agreement, including summary proceedings, will be brought before and subject to the exclusive jurisdiction of the Forum of the City of São Paulo, State of São Paulo, Brazil and the parties irrevocably agree with this specific jurisdiction renouncing any other, however privileged it may be.

In Mexico: The Parties agree to submit themselves to the exclusive jurisdiction of the courts of Mexico City to resolve any dispute arising from this Agreement. The Parties waive to any other jurisdiction that may correspond to them due to their current or future domiciles, or for any other reason.

Section 7. General

In paragraph g:

In United States: delete the last 2 sentences.

In paragraph i, add the following new sentence after the first sentence:

In Mexico: Any change of address must be notified 10 (ten) days in advance, otherwise the notifications made at the last indicated address will have full legal effects.

In paragraph j:

In Brazil: delete the entire 2nd sentence of "Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose".

Add as a new paragraph l to this section:

In Canada: Both parties agree to write this document in English. Les parties ont convenu de rédiger le présent document en langue anglaise.

2. ASIA PACIFIC

Section 2. Warranties

Add at the end of this section as a new paragraph f:

In Australia: These warranties are in addition to any rights under, and only limited to the extent permitted by, the Competition and Consumer Act 2010.

In Japan: IBM's liability is limited to this paragraph and the Liability and Intellectual Property Protection section, applicable TDs as Licensee's sole remedy for failure to meet the warranties specified in this section.

In New Zealand: These warranties are in addition to any rights under the Consumer Guarantee Act 1993 or other legislation that cannot be limited by law.

Section 3. Charges, Taxes, Payment, and Verification

In paragraph b. replace the third sentence with the following 2 sentences:

In Hong Kong, Indonesia, Korea, Macau, Malaysia, Philippines, Singapore, and Vietnam: Amounts are due upon receipt of the invoice from IBM and payable within 30 days of the invoice date to an account specified by IBM. If payment is not received within 30 days from the invoice date, IBM may charge a late payment fee on the amount outstanding, calculated on the number of days the payment is received late, at the lesser of: i) 2% for every 30 day period or portion thereof; or ii) the maximum amount permissible by applicable law.

In Thailand: Amounts are due upon receipt of the invoice from IBM and payable within 30 days of the invoice date to an account specified by IBM. If payment is not received within 30 days from the invoice date, a late payment fee may be applied on the amount outstanding, at the rate of 1.25% per month, calculated on the number of days the payment is received late.

In the first sentence of paragraph c, remove the word "and" before "(iv)", and add a semicolon and the following new item "(v)":

In India: ; and (v) file accurate Taxes Deducted at Source (TDS) returns on a timely basis. If any tax, duty, levy or fee ("Taxes") are not charged on the basis of the exemption documentation provided by the Licensee and the taxation authority subsequently rules that such Taxes should have been charged, then the Licensee will be liable to pay such Taxes, including any interests, levies and/or penalties applicable thereon.

In the first sentence of paragraph c, remove the word "and" before "(iv)", and replace item (iv) and add new item (v) with:

In Singapore, Malaysia, Philippines, Thailand, Indonesia, and Vietnam: (iv) fully cooperate with IBM in seeking a waiver or reduction of withholding or other tax that Licensee requests a waiver or reduction; and v) promptly complete, file, and keep current all relevant documents for any such waiver, reductions, or exemptions.

Section 4. Liability and Intellectual Property Protection

In paragraph a, add at the end of the first sentence the following:

In Australia: (for example, whether based in contract, tort, negligence, under statute or otherwise)

In paragraph a, second sentence after the word "special" and before the word "incidental", add the following:

In Philippines: (including nominal and exemplary damages), moral,

Add as a new paragraph after the end of paragraph a (and ensure paragraphs properly reletter):

In Australia: Where IBM is in breach of a guarantee implied by the Competition and Consumer Act 2010, IBM's liability is limited to the repair or replacement of goods or the supply of equivalent goods, or the payment of the cost of replacing the goods or having the good repaired. Where a guarantee relates to the right to sell, quiet possession, or clear title of a good under schedule 2 of the Competition and Consumer Act, then none of these limitations apply.

Section 5. Termination

Add at the end of the section as a new paragraph b:

In Indonesia: The parties waive article 1266 of the Indonesian Civil Code to the extent it requires a court decree for the termination of an agreement creating mutual obligations.

Section 6. Governing Laws and Geographic Scope

In paragraph a, in the first sentence only, replace the phrase, "the country where the transaction for license entitlements is performed" with:

In Cambodia, Laos: the State of New York, United States

In Australia: the State or Territory in which the transaction is performed

In Hong Kong: the Hong Kong Special Administrative Region of the People's Republic of China

In Macau: the Hong Kong Special Administrative Region of the People's Republic of China

In Korea: the Republic of Korea, and subject to the Seoul Central District Court of the Republic of Korea

In Taiwan: Taiwan

In India: India

In paragraph a, in the second sentence, replace the phrase "the country where the transaction to acquire license entitlements is performed or, if IBM agrees, the country where the Program is placed in productive use" with:

In Hong Kong: the Hong Kong Special Administrative Region of the People's Republic of China

In Macau: the Macau Special Administrative Region of the People's Republic of China

In Taiwan: Taiwan

In paragraph b, in the first sentence, item ii), after the word "including" and before words "the defense", add:

In Japan: those of Japan laws and

Add at the end of the section as a new paragraph d:

In Cambodia, Laos, Philippines, and Sri Lanka: Disputes will be finally settled by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Center ("SIAC Rules").

In India: Disputes shall be finally settled in accordance with The Arbitration and Conciliation Act, 1996 then in effect, in English, with seat in Bangalore, India. There shall be one arbitrator if the amount in dispute is less than or equal to Indian Rupee five crores and three arbitrators if the amount is more. When an arbitrator is replaced, proceedings shall continue from the stage they were at when the vacancy occurred.

In Indonesia: Disputes will be finally settled by arbitration in Jakarta, Indonesia, administered by the Indonesian National Board of Arbitration established in the year 1977 ("Badan Arbitrase Nasional Indonesia" or "BANI") in accordance with the rules of the Indonesian National Board of Arbitration The arbitration award shall be final and binding on the parties without appeal and shall be in writing and set forth the findings of fact and the conclusion of law.

In People's Republic of China: Either party has the right to submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing, the PRC, for arbitration. The parties agree three arbitrators will be used to resolve any dispute.

In Vietnam: Disputes will be finally settled by arbitration in Vietnam under the Arbitration Rules of the Vietnam International Arbitration Centre ("VIAC Rules"). All proceedings and documents presented will be in the English language.

Section 7. General

In paragraph j, in the second sentence, replace the phrase "two years" with:

In India: three years

Add to the end of this section the following new paragraph l:

In Indonesia: This agreement is made in the English and Bahasa Indonesian language versions. To the extent permitted by the applicable law, the English version will prevail in the event of conflict between such versions.

3. EUROPE, MIDDLE EAST, AND AFRICA

Section 2. Warranties

In paragraph d, Replace the fourth sentence with the following two sentences:

In Czech Republic, Estonia, and Lithuania: Non-IBM Programs are provided as-is, without warranties of any kind or liabilities for defects. The parties hereby exclude any liability of IBM for defects beyond the agreed warranties.

Section 3. Charges, Taxes, Payment, and Verification

In paragraph b, add the following to the end of the third sentence:

In Italy: if IBM requests in a written notice to Licensee.

In Ukraine: , on the overdue amount from the next day after the due date up to the date of actual payment, prorated for each day of delay, at the interest rate of double the discount rate determined by the National Bank of Ukraine (NBU) during the delay period (paragraph 6 of article 232 of Commercial Code of Ukraine does not apply).

In paragraph b, replace the third sentence with the following:

In France: Amounts are due and payable within 10 days of the invoice date to an account specified by IBM and late payment fees apply equal to the most recent European Central Bank rate plus 10 points, in addition to debt collection costs of forty (40) euros or, if these costs exceed forty euros, complementary indemnification subject to justification of the amount claimed).

In Russia: Amounts are due upon receipt of the invoice and payable within 30 days of the invoice date through electronic transfer of funds to an account specified by IBM. Late payment fees at the rate of 24% per annum calculated for each day beyond the 30 days may apply.

In paragraph b, add the following to the end of the last sentence:

In Lithuania: , or except as provided by law

At the end of paragraph b, add the following:

In Italy: In the instance of no payment or partial payment, and also following a formal credit claim procedure or trial that IBM may initiate, in derogation of article 4 of Legislative Decree n. 231 dated October 9, 2002, and according to article 7 of the same Legislative Decree, IBM will notify Licensee in writing by registered, return receipt mail of late payment fees due.

Section 4. Liability and Intellectual Property Protection

In paragraph a, in the first sentence insert the following before the words "the amounts paid":

In Belgium, France, Germany, Italy, Luxembourg, Malta, Portugal, and Spain: the greater of ¤500,000 (five hundred thousand euro) or

In Ireland and United Kingdom: 125% of

In paragraph a, in the first sentence, replace the phrase "direct damages incurred by Licensee" with:

In Spain: and proven damages incurred by Licensee as a direct consequence of the IBM default

In paragraph a, insert after the first sentence the following new sentence:

In Slovakia: Referring to § 379 of the Commercial Code, Act No. 513/1991 Coll. as amended, and concerning all conditions related to the conclusion of the agreement, both parties state that the total foreseeable damage, which may accrue, shall not exceed the amount above, and it is the maximum for which IBM is responsible.

In paragraph a, insert before the second sentence the following new sentence:

In Russia: IBM will not be liable for the forgone benefit.

In paragraph a, in the second sentence, delete the word:

In Ireland and United Kingdom: economic

In paragraph a, replace the second sentence with:

In Belgium, Netherlands, and Luxembourg: IBM will not be liable for indirect or consequential damages, lost profits, business, value, revenue, goodwill, damage to reputation or anticipated savings, any third party claim against Licensee, and loss of (or damage to) data.

In France: IBM will not be liable for damages to reputation, indirect damages, or lost profits, business, value, revenue, goodwill, or anticipated savings.

In Portugal: IBM will not be liable for indirect damages, including loss of profit.

In Spain: IBM will not be liable for damage to reputation, lost profits, business, value, revenue, goodwill, or anticipated savings.

Add the following at the end of paragraph a:

In France: The terms of the Agreement, including financial terms, were established in consideration of the present clause, which is an integral part of the general economy of the Agreement.

In paragraph b, replace "and ii) damages that cannot be limited under applicable law" with the following:

In Germany: ; ii) damages for body injury (including death); iii) loss or damage caused by a breach of guarantee assumed by IBM in connection with any transaction under this Agreement; and iv) caused intentionally or by gross negligence.

Section 6. Governing Laws and Geographic Scope

In paragraph a, first sentence only, replace the phrase "the country where the transaction for license entitlements is performed" with:

In Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Romania, Russia, Serbia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: Austria

In Estonia, Latvia, and Lithuania: Finland

In Algeria, Andorra, Benin, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: France

In Angola, Bahrain, Botswana, Egypt, Eritrea, Ethiopia, Gambia, Ghana, Iraq, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: England

In Liechtenstein: Switzerland

In South Africa, Namibia, Lesotho, and Swaziland: the Republic of South Africa

In United Kingdom: England

In paragraph a, add the following at the end of the first sentence:

In France: The Parties agree that articles 1222 and 1223 of the French Civil Code are not applicable.

Add the following at the end of paragraph a:

In Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Kazakhstan, Kosovo, Kyrgyzstan, Moldova, Montenegro, Romania, Russia, Serbia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: All disputes arising out of this Agreement shall be finally settled by the International Arbitral Centre of the Austrian Federal Economic Chamber (Arbitration Body), under the Rules of Arbitration of that Arbitral Centre (Vienna Rules), in Vienna, Austria, with English as the official language, by three impartial arbitrators appointed in accordance with the Vienna Rules. Each party will nominate one arbitrator, who will jointly appoint an independent chairman within 30 days or else the chairman will be appointed by the Arbitration Body under the Vienna Rules. The arbitrators will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (1) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, or (2) determining the validity or ownership of any copyright, patent or trademark owned or asserted by a party or its Enterprise company, or (3) debt collection in amounts below USD 500,000.00.

In Estonia, Latvia, and Lithuania: All disputes arising out of this Agreement shall be finally settled by the Arbitration Institute of the Finland Chamber of Commerce (FAI) (Arbitration Body), under the Arbitration Rules of the Finland Chamber of Commerce (Rules), in Helsinki, Finland, with English as the official language, by three impartial arbitrators appointed in accordance with those Rules. Each party will nominate one arbitrator, who will jointly appoint an independent chairman within 30 days or else the chairman will be appointed by the Arbitration Body under the Rules. The arbitrators will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (1) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, or (2) determining the validity or ownership of any copyright, patent or trademark owned or asserted by a party or its Enterprise company, or (3) debt collection in amounts below USD 500,000.00.

In Afghanistan, Angola, Bahrain, Botswana, Burundi, Cape Verde, Djibouti, Egypt, Eritrea, Ethiopia, Gambia, Ghana, Iraq, Jordan, Kenya, Kuwait, Lebanon, Liberia, Libya, Madagascar, Malawi,, Mozambique, Nigeria, Oman, Pakistan, Palestinian Territory, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Seychelles, Sierra Leone, Somalia, South Sudan, Tanzania, Uganda, United Arab Emirates, Western Sahara, Yemen, Zambia, and Zimbabwe: All disputes arising out of this Agreement shall be finally settled by the London Court of International Arbitration (LCIA) (Arbitration Body), under the LCIA Arbitration Rules (the Rules), in London, UK, with English as the official language, by three impartial arbitrators appointed in accordance with the Rules. Each party will nominate one arbitrator, who will jointly appoint an independent chairman within 30 days or else the chairman will be appointed by the Arbitration Body under the Rules. The arbitrators will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (1) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, or (2) determining the validity or ownership of any copyright, patent or trademark owned or asserted by a party or its Enterprise company, or (3) debt collection in amounts below USD 500,000.00.

In Algeria, Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Congo Republic, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Guinea, Guinea-Bissau, Ivory Coast, Mali, Mauritania, Mauritius, Morocco, Niger, Senegal, Togo, and Tunisia: All disputes arising out of this Agreement shall be finally settled by the ICC International Court of Arbitration, in Paris (Arbitration Body), under its arbitration rules (the Rules), in Paris, France, with French as the official language, by three impartial arbitrators appointed in accordance with the Rules. Each party will nominate one arbitrator, who will jointly appoint an independent chairman within 30 days or else the chairman will be appointed by the Arbitration Body under the Rules. The arbitrators will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (1) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, or (2) determining the validity or ownership of any copyright, patent or trademark owned or asserted by a party or its Enterprise company, or (3) debt collection in amounts below USD 250,000.00.

In South Africa, Namibia, Lesotho, and Swaziland: All disputes arising out of this Agreement shall be finally settled by the Arbitration Foundation of Southern Africa (AFSA) (Arbitration Body), under the Rules of the Arbitration of the AFSA (the Rules), in Johannesburg, South Africa, with English as the official language, by three impartial arbitrators appointed in accordance with the Rules. Each party will nominate one arbitrator, who will jointly appoint an independent chairman within 30 days or else the chairman will be appointed by the Arbitration Body under the Rules. The arbitrators will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (1) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, or (2) determining the validity or ownership of any copyright, patent or trademark owned or asserted by a party or its Enterprise company, or (3) debt collection in amounts below USD 250,000.00.

In Andorra, Austria, Cyprus, France, Germany, Greece, Israel, Italy, Portugal, Spain, Switzerland, and Turkey: All disputes will be brought before and subject to the exclusive jurisdiction of the following court of competent jurisdiction:

In Andorra: the Commercial Court of Paris.

In Austria: the court of Vienna, Austria (Inner City).

In Cyprus: the competent court of Nicosia.

In France: Commercial Court of Paris.

In Germany: the courts of Stuttgart.

In Greece: the competent court of Athens.

In Israel: the courts of Tel Aviv Jaffa.

In Italy: the courts of Milan.

In Portugal: the courts of Lisbon.

In Spain: the courts of Madrid.

In Switzerland: the commercial court of the canton of Zurich.

In Turkey: the Istanbul Central (Caglayan) Courts and Execution Directorates of Istanbul, the Republic of Turkey.

In Netherlands: The Parties waive their rights under Title 7.1 ('Koop') and clause 7:401 and 402 of the Dutch Civil Code, and their rights to invoke a full or partial dissolution ('gehele of partiele ontbinding') of this Agreement under section 6:265 of the Dutch Civil Code.

Section 7. General

In paragraph d, insert the following at the end of the paragraph:

In Spain: IBM will comply with requests to access, update or delete contact information if submitted to the following address: IBM, c/ Santa Hortensia 26-28, 28002 Madrid, Departamento de Privacidad de Datos.

In paragraph j, add to the end the paragraph:

In Czech Republic: Pursuant to Section 1801 of Act No. 89/2012 Coll. (the "Civil Code"), Section 1799 and Section 1800 of the Civil Code as amended, do not apply to transactions under this Agreement. Licensee accepts the risk of a change of circumstances under Section 1765 of the Civil Code.

In paragraph j:

In Bulgaria, Croatia, Russia, Serbia, and Slovenia: delete the 2nd sentence that says: "Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose".

In paragraph j, add to the end of the second sentence:

In Lithuania: , except as provided by law

In paragraph j, replace the second sentence with:

In Poland: Neither party will bring a legal action arising out of or related to the Agreement more than three years after the cause of action arose, except for an action of non-payment which will be brought no more than 2 years after payment is due.

In paragraph j, second sentence, replace the word "two" with:

In Latvia and Ukraine: three

In Slovakia: four

In paragraph j, add to the end of the third sentence that says: "Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control":

In Russia: , including but not limited to earthquakes, floods, fires, acts of God, strikes (excluding strikes of the parties' employees), acts of war, military actions, embargoes, blockades, international or governmental sanctions, and acts of authorities of the applicable jurisdiction.

In paragraph j, third sentence, modify the sentence: "Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control" as follows:

In Ukraine: Neither party is responsible for failure to fulfill its non-monetary obligations due to causes or regulatory changes beyond its control, including but not limited to import, export and economic sanctions requirements of the United States.

Add the following at the end of the section as new paragraph l:

In Hungary: By entering into this Agreement, Licensee confirms that Licensee was sufficiently informed of all the provisions of this Agreement and had the opportunity to negotiate those terms. The following provisions may significantly deviate from the provisions generally applied by Hungarian law and both parties accept those provisions by signing the Agreement: Program License; Warranties; Charges, Taxes, Payment, and Verification; Liability and Intellectual Property Protection; Termination; Governing Laws and Geographic Scope; and General.

In Czech Republic: Licensee expressly accepts the terms of this agreement which include the following important commercial terms: i) limitation and disclaimer of liability for defects (Warranties); ii) limitation of Licensee's entitlement to damages (Liability and Intellectual Property Protection); iii) binding nature of export and import regulations (Governing Laws and Geographic Scope); iv) shorter limitation periods (General); v) exclusion of applicability of provisions on adhesion contracts (General); and vi) acceptance of the risk of a change of circumstances (General).

In Romania: The Licensee expressly accepts, the following standard clauses that may be deemed 'unusual clauses' as per the provisions of article 1203 Romanian Civil Code: clauses 2, 4, 5, 8j. The Licensee hereby acknowledges that it was sufficiently informed of all the provisions of this Agreement, including the clauses mentioned above, it properly analyzed and understood such provisions and had the opportunity to negotiate the terms of each clause.

i125-3301-15 (10-2021)