LICENSE INFORMATION

IMPORTANT: READ CAREFULLY

Two license agreements are presented below.

1. IBM International License Agreement for Evaluation of Programs

2. IBM International Program License Agreement

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

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

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

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

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

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

LICENSE INFORMATION

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

Program Name (Program Number):

IBM Cloud Pak for Integration 16.1.1 (Evaluation)

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

Evaluation Period

The evaluation period begins on the date that Licensee agrees to the terms of this Agreement and ends after 60 days.

Bundled Programs

Licensee is authorized to install and use the Bundled Programs identified below. A Bundled Program may be accompanied by license terms, and those terms, if any, apply to Licensee's use of that Bundled Program. In the event of conflict, the terms in this License Information document supersede the Bundled Program's terms. The Principal Program and any Bundled Programs are all part of the Program, as a whole. Therefore, Licensee must obtain sufficient entitlements to the Program, as a whole, to cover Licensee's installation and use of all of the Bundled 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 Bundled Program on a 10 VPC machine and another Bundled Program on a second 10 VPC machine, Licensee would be required to obtain 20 VPC entitlements to the Program.

Bundled Programs:

IBM App Connect Enterprise

IBM API Connect Enterprise

IBM Datapower Gateway Virtual Edition Production

IBM MQ Advanced

IBM MQ Advanced High Availability Replica

IBM Aspera High Speed Transfer Server

IBM MQ

IBM MQ High Availability Replica

IBM Robotic Process Automation

IBM Process Mining

IBM MQ for Non-Production Environment

IBM MQ Advanced for Non-Production Environment

IBM MQ High Availability Replica

IBM MQ High Availability Replica for Non-Production Environment

IBM MQ Advanced High Availability Replica for Non-Production Environment

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 Storage Fusion Advanced

Permitted Components

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

Fusion Data Foundation internal deployment mode only. This excludes disaster recovery, backup components, data cataloging, and advanced encryption with KMS.

Prohibited Components

Licensee is not authorized to use any of the following components or functions of the Program:

ABBYY FineReader OCR Provider (of IBM Robotic Process Automation)

Attended Bot Agent add-on (of IBM Robotic Process Automation)

Business Process Model and Notation Export/Import Capability (of Process Mining)

Decision Model and Notation Export/Import Capability (of Process Mining)

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.

Source Components and Sample Materials

The Program includes components in source code form ("Source Components"), or other materials identified as Sample Materials or both. Licensee may copy and modify Source Components and Sample Materials for internal use only within the limits of the license rights under this Agreement; provided, however, that Licensee may not alter or delete any copyright information or notices contained in the Source Components or Sample Materials. IBM provides the Source Components and Sample Materials without obligation of support and "AS IS", WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LICENSE INFORMATION

Program Name (Program Number):

IBM Cloud Pak for Integration 16.1.1 (5737-I89)

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

Bundled Programs

Bundled Programs:

IBM App Connect Enterprise

IBM API Connect Enterprise

IBM Datapower Gateway Virtual Edition Production

IBM MQ Advanced

IBM MQ Advanced High Availability Replica

IBM Aspera High Speed Transfer Server

IBM MQ

IBM MQ High Availability Replica

IBM Robotic Process Automation

IBM Process Mining

IBM MQ for Non-Production Environment

IBM MQ Advanced for Non-Production Environment

IBM MQ High Availability Replica

IBM MQ High Availability Replica for Non-Production Environment

IBM MQ Advanced High Availability Replica for Non-Production Environment

Supporting Programs

Supporting Programs:

IBM Storage Fusion Advanced

Permitted Components

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

Fusion Data Foundation internal deployment mode only. This excludes disaster recovery, backup components, data cataloging, and advanced encryption with KMS.

Prohibited Components

Licensee is not authorized to use any of the following components or functions of the Program:

ABBYY FineReader OCR Provider (of IBM Robotic Process Automation)

Attended Bot Agent add-on (of IBM Robotic Process Automation)

Business Process Model and Notation Export/Import Capability (of Process Mining)

Decision Model and Notation Export/Import Capability (of Process Mining)

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.

IBM Storage Fusion Advanced

IBM MQ Managed File Transfer Agent

IBM Cloud Transformation Advisor

IBM Aspera Proxy Server

Migration Tools

Cloud Platform Common Services including:

-Certificate Management

-CLI Tools Guide

-Installer

-License Service

-EDB

-Instana Agent

-KubeTurbo

ZooKeeper

Admin Server

Event Streams UI

REST Producer

Metrics Collector

Schema Registry (Apicurio)

Kafka Exporter

Kafka Bridge

Kafka Proxy

Cruise Control

Event Streams Operator

EEM Operator

ibm-connectivity-pack

Modifiable Third Party Code

Separately Licensed Code

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:

(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.

Source Components and Sample Materials

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

Virtual Processor Core

Virtual Processor Core is a unit of measure by which the Program can be licensed. A Physical Server is a physical computer that is comprised of processing units, memory, and input/output capabilities and that executes requested procedures, commands, or applications for one or more users or client devices. Where racks, blade enclosures, or other similar equipment is being employed, each separable physical device (for example, a blade or a rack-mounted device) that has the required components is considered itself a separate Physical Server. A Virtual Server is either a virtual computer created by partitioning the resources available to a Physical Server or an unpartitioned Physical Server. A Processor Core is a functional unit within a computing device that interprets and executes instructions. A Processor Core consists of at least one instruction control unit and one or more arithmetic or logic units. A Virtual Processor Core is a Processor Core in an unpartitioned Physical Server, or a virtual core assigned to a Virtual Server. Licensee must obtain entitlements for each Virtual Processor Core made available to the Program.

Licensee can deploy the Program (if supported) using full capacity licensing, sub-capacity licensing (https://www.ibm.com/software/passportadvantage/subcaplicensing.html), or container licensing (https://www.ibm.com/software/passportadvantage/containerlicenses.html). See the linked websites for more information.

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

Bundle Program Entitlement Conversion Options:

IBM App Connect Enterprise

- Conversion Entitlement Ratio: 1 VPC/ 3 VPCs

IBM App Connect Enterprise

- Conversion Entitlement Ratio: 2 VPC/ 3 VPCs

- Use Limitation: Non-Production

IBM API Connect

- Conversion Entitlement Ratio: 1 VPC/ 1 VPCs

- Use Limitation: Licensee is permitted to deploy API Connect containers to Linux on Z only when used as entitled through the Program.

IBM API Connect

- Conversion Entitlement Ratio: 2 VPCs/ 1 VPCs

- Use Limitation: Non-Production.

- Use Limitation: Licensee is permitted to deploy API Connect containers to Linux on Z only when used as entitled through the Program.

IBM DataPower Gateway

- Conversion Entitlement Ratio: 1 VPC/ 1 VPC

IBM DataPower Gateway

- Conversion Entitlement Ratio: 2 VPCs/ 1 VPC

- Use Limitation: Non-Production

IBM MQ Advanced

- Conversion Entitlement Ratio: 2 VPC/ 1 VPC

IBM MQ Advanced

- Conversion Entitlement Ratio: 4 VPC/ 1 VPC

- Use Limitation: Non-Production

IBM MQ Advanced High Availability Replica

- Conversion Entitlement Ratio: 10 VPC/ 1 VPC

IBM MQ Advanced High Availability Replica

- Conversion Entitlement Ratio: 20 VPC/ 1 VPC

- Use Limitation: Non-Production

IBM MQ Advanced

- Conversion Entitlement Ratio: 5 VPC/ 3 VPC

- Deployment model: Multi-Instance Containers

IBM MQ Advanced

- Conversion Entitlement Ratio: 10 VPC/ 3 VPC

- Use Limitation: Non-Production

- Deployment model: Multi-Instance Containers

IBM Event Streams

- Conversion Entitlement Ratio: 1 VPC/ 1 VPC

IBM Event Streams

- Conversion Entitlement Ratio: 2 VPCs/ 1 VPC

- Use Limitation: Non-Production

IBM Aspera High Speed Transfer Server 1Gbps

- Conversion Entitlement Ratio: 1 Gigabit per Second/ 4 VPC

- Use Limitation: Licensee´s use of the program is limited to the deployment in Red Hat Openshift Container Platform supporting IBM Cloud Pak for Integration.

IBM Aspera High Speed Transfer Server 1Gbps

- Conversion Entitlement Ratio: 1 Gigabit per Second/ 2 VPC

- Use Limitation: Non-Production

- Use Limitation: Licensee´s use of the program is limited to the deployment in Red Hat Openshift Container Platform supporting IBM Cloud Pak for Integration.

IBM Aspera High Speed Transfer Server 1Gbps

- Conversion Entitlement Ratio: 1 Install/ 4 VPC

IBM Aspera High Speed Transfer Server 1Gbps

- Conversion Entitlement Ratio: 1 Install/ 2 VPC

- Use Limitation: Non-Production

IBM MQ

- Conversion Entitlement Ratio: 4 VPC/ 1 VPC

IBM MQ

- Conversion Entitlement Ratio: 8 VPC/ 1 VPC

- Use Limitation: Non-Production

IBM MQ High Availability Replica

- Conversion Entitlement Ratio: 20 VPC/ 1 VPC

IBM MQ High Availability Replica

- Conversion Entitlement Ratio: 40 VPC/ 1 VPC

- Use Limitation: Non-Production

IBM MQ

- Conversion Entitlement Ratio: 10 VPC/ 3 VPC

- Deployment model: Multi-Instance Containers

IBM MQ

- Conversion Entitlement Ratio: 20 VPC/ 3 VPC

- Use Limitation: Non-Production

- Deployment model: Multi-Instance Containers

IBM Event Endpoint Management

- Conversion Entitlement Ratio: 1 VPC/ 1 VPCs

IBM Event Endpoint Management

- Conversion Entitlement Ratio: 2 VPCs/ 1 VPCs

- Use Limitation: Non-Production.

IBM Robotic Process Automation Platform

- Conversion Entitlement Ratio : 1 Install/ 2 VPCs

IBM Robotic Process Automation Environment

- Conversion Entitlement Ratio : 1 Virtual Server / 1 VPC

Process Mining Platform

- Conversion Flat Entitlement: Licensee may convert 3VPCs of the Program to use 1 Install of the listed program. Regardless of the number of entitlements obtained to the Program Licensee's use of the listed program is limited to the one-time listed conversion.

Process Mining Process add-on

- Conversion Entitlement Ratio: 4 Processes/ 1 VPC

Process Mining Events add-on

- Conversion Entitlement Ratio: 10 Million Events/ 1 VPC

Process Mining Analyst User add-on

- Conversion Entitlement Ratio: 6 Authorized User/ 1 VPC

Process Mining Business User add-on

- Conversion Entitlement Ratio: 22 Authorized User/ 1 VPC

Task Mining Agent add-on

- Conversion Entitlement Ratio: 22 Concurrent Connection/ 1 VPC

Licensee is entitled to use 3 Process Mining Processes, 20 Million Events, 1 Analyst User, 3 Business User, 2 Task Mining Agents, with every Install of IBM Process Mining Platform.

Multi-Instance Container

Multi-Instance Container refers to a Container solely running MQ Queue Manager in a Multi-Instance Queue Manager Configuration (see IBM MQ Documentation). A Container is a lightweight and portable executable unit (image) of software in which application code is packaged, along with its libraries and dependencies.

Million Event

A Million Event is a unit of measure by which the Program can be licensed. A Million Event is a data event stored in a table generated from a server, application or device that can be processed for a specific purpose, rounded up to the nearest million. Sufficient entitlements must be obtained to cover the maximum number of Million Events to be collected and processed by the Program at any time. Licensee is entitled to use two IBM Robotic Process Automation Environment and one IBM Robotic Process Automation Unattended Bot, with every Install of IBM Robotic Process Automation Platform.

"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.

"Non-Production" means that the Supporting Program can only be deployed as part of Licensee's internal development and test environment for internal non-production activities.

Gigabit (Gb) per Second is a unit of measure by which the Program can be licensed. A Gigabit per Second is each second a Gb (2 to the 30th power bits) of data is processed by the Program. Licensee must obtain an entitlement for each Gigabit per Second processed by the Program.

Additional Flat Entitlement

IBM Storage Fusion Advanced

- Additional Flat Entitlement: 12 Usable Terabytes (TB) max capacity per OpenShift cluster.

IBM Instana Observability Self-Hosted

Additional Flat Entitlement: Use of limited IBM Instana Observability Self-Hosted entitlement

Use Limitation: Licensee´s entitlement to the listed program is only available for first-time purchases of the Program, or for a first additional purchase of the Program following previous entitlements to the Program and terminates 6 calendar months after Licensee´s notification of license key activation for the listed program following the purchase of the Program, or upon the termination or expiration of the Program to the extent such termination or expiration occurs prior to 6 months after license key activation of the listed program. Upon termination of the listed programs, Licensee agrees to promptly discontinue use of and destroy all of Licensee´s copies of the listed programs. Use of listed program entitlement is limited to the following IBM Instana Observability sensors for tracing:

IBM ACE

IBM DataPower

IBM MQ

Node.js

Also limited to the following Sensors:

Envoy

etcd

Host

HTTPd

IBM API Connect

Kafka

Kubernetes

OpenShift

OS Process

PostgreSQL

Zookeeper

"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.

Red Hat Products

Red Hat Products listed below include software, maintenance and support in the form of Red Hat Software Subscriptions governed by a separate Red Hat Enterprise Agreement set forth at https://www.redhat.com/en/about/agreements (or if applicable, a negotiated version of such agreement between Licensee and Red Hat). Under this License Information, Licensee acquires Red Hat Software Subscription entitlements for the listed Red Hat Products in the quantities and/or ratios set out below in this LI. The Red Hat Software Subscription entitlements are applicable and valid only to the extent the Red Hat Products are used in support of the Program, and only while Licensee has IBM Software Subscription and Support (S&S) in effect for the Program. Red Hat Software Subscription entitlements do not include support of the Red Hat Products to run, deploy or otherwise support any software other than the Program, and Licensee acknowledges additional per unit fees at Red Hat standard rates will apply for any broader usage. Red Hat´s standard Software Subscription support does not include Red Hat´s remote access to Licensee´s network and/or systems, but, if the parties mutually agree that remote access is needed for a support issue, such remote access is subject to the terms of the Remote Access Rider to the Red Hat agreement set forth at: https://www.redhat.com/wapps/tnc/standalone/RemoteAccessRider (Red Hat login required).

Red Hat OpenShift Container Platform

- Additional Entitlement Ratio: 3 VPC / 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'.

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.

Deployment and Usage Data

The Program may by default collect certain data and metrics regarding Licensee's deployment or usage of the Program and/or the Bundled Programs ("Deployment and Usage Data").

Deployment and Usage Data may include, for example, quantitative license metric-related information (e.g. the number of VPCs, resources, users or other license metric deployed, consumed or managed by the Program or Bundled Program), and other quantitative metrics relating to usage of the Program or Bundled Program or their features (e.g. API calls, events, storage, user interface interactions). Deployment and Usage Data may also include information regarding the environment on which the Program or Bundled Program is deployed, such as architecture, operating system, cloud provider, location, cluster information, number of nodes. Deployment and Usage Data does not include personal information or the contents of Licensee´s data managed by the Program or Bundled Program. Each Bundled Program may also collect other deployment and usage data under its own license terms.

Unless Licensee disables the Deployment and Usage Data feature in the Program, IBM may receive Deployment and Usage Data from the Program deployed by Licensee. In all such cases, the Deployment and Usage Data may be sent to IBM servers and/or data collection and analytics services provided to IBM by one or more third parties, and IBM may use such Deployment and Usage Data for IBM's internal business purposes, including management, planning, supporting, improving and enhancing IBM products and services, and to support and advise Licensee regarding Licensee's use of IBM software programs (e.g. performance, deployment and capacity planning) and to offer other IBM products and services to Licensee, and may share such Deployment and Usage Data with its affiliates, contractors and business partners worldwide for these purposes.

Licensee may disable the Deployment and Usage Data feature at any time by referring to the Program´s documentation at https://ibm.biz/int-usage-metrics-1611 for detailed instructions on how to disable the feature.

Integration Assistant

Licensee with valid warranty or support entitlement for the Program has access to an Integration Assistant which may use artificial intelligence and may respond to user inputs, provide technical information, suggest technical solutions, track use of the feature, and help with the creation of Kubernetes resources. The Integration Assistant is provided as a Cloud Service hosted on IBM Cloud and is accessed by enabling the feature from the Program´s user interface and connecting through the use of API calls which transfer Licensee´s inputs between the Program and the Cloud Service. Licensee´s usage of the Integration Assistant, and IBM´s use and processing of Licensee´s inputs into the Integration Assistant ("Input" or "Content") are governed by the terms of the Cloud Services Agreement for Licensee´s country location available here: https://www.ibm.com/terms/csa ("CSA"). This License Information document is a Transaction Document for the purposes of the CSA. By enabling or using the Integration Assistant, Licensee agrees to those terms, and that the data protection features of the Integration Assistant, as set out in the Data Sheet available at https://www.ibm.com/software/reports/compatibility/clarity-reports/report/html/softwareReqsForProduct?deliverableId=DF7F84500FA711E69DCADF455C6AF151 are sufficient to support Licensee´s use of the Integration Assistant.

Licensee is responsible for any Input (including any personal information), and any decision to proceed with, or use, any output from the feature or any technical solutions that are suggested for Licensee's convenience when the Integration Assistant is used (together "Output"). IBM has no responsibility for any such Output. IBM warranties and support do not apply to such Output; it is used at Licensee's risk. IBM may modify the underlying learning models (and may use Input to do so) to improve the Integration Assistant. These modifications may be made available in updates or fixes for the Program. In exceptional circumstances it may be necessary for IBM to take steps to suspend or limit unreasonable use by Licensee of the Integration Assistant.

Modification to Third Party Data and Services

The following applies to any Licensee use of IBM Event Streams under this License Information document.

The Program may contain links to or be used to access third party data services, databases, web services, software, or other third party content (all, "content"). Access to this content is provided "AS-IS", WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Access can be terminated by the relevant third parties (or by IBM) at their sole discretion at any time. Licensee agrees promptly to implement any updates, fixes or patches provided by IBM. Licensee may be required to enter into separate agreements with the third parties for the access to or use of such content. IBM is not a party to any such separate agreements and as an express condition of this license Licensee agrees to comply with the terms of such separate agreements and will be responsible for reasonable costs and other amounts that IBM may incur as a result of Licensee failing so to comply, including those arising out of any third party claims.

Connectors to access third-party offerings

The following applies to any Licensee use of IBM Event Streams under this License Information document.

This Program may provide connectors that help the Program interact with the APIs of external applications or data sources. Licensee's connectivity to a non-IBM API via a connector relies on the availability of such an API and an application not provided by the Program. IBM may modify and/or limit use of a connector as required by the API provider.

L/N: L-QYVA-B365MB

D/N: L-QYVA-B365MB

P/N: L-QYVA-B365MB

IMPORTANT: READ CAREFULLY

Two license agreements are presented below.

1. IBM International License Agreement for Evaluation of Programs

2. IBM International Program License Agreement

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

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

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

International License Agreement for Evaluation of Programs

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 License Agreement for Evaluation of Programs (ILAE) 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 ILAE 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 ILAE.

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 limited license to:

(1) use each copy of a Program solely for internal evaluation, testing, or demonstration purposes on a trial basis during the Evaluation Period (as defined in the applicable Program TD) ("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 use the Program for productive purposes, 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 disabling any disabling device, 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.

2. Warranties

a. Subject to applicable laws, Programs are provided as-is, with no warranties of any kind, including: i) no warranty for uninterrupted or error-free operation of the Program; or ii) no other warranties such as implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose.

b. IBM does not provide any support, unless otherwise specified in a TD.

3. Charges, Taxes, Payment, and Verification

a. There are no charges for use of a Program during the Evaluation Period, unless specified otherwise by IBM. If any authority imposes a custom, duty, tax (including withholding tax), levy or fee for the import or export, transfer, access or use of the Program, then Licensee is responsible to pay any such amount imposed.

b. 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 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 or use in excess of authorizations or in violation of this agreement indicated on or by any 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

a. IBM's entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred by Licensee up to the greater of: i) U.S. $10,000.00 (or equivalent in local currency); or ii) 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: damages that cannot be limited under applicable law.

c. 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. 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. The Evaluation Period begins on the date Licensee agrees to the terms of this Agreement and ends upon the earliest of: i) the date specified in the applicable TD; or ii) the date on which the Program automatically disables itself. Licensee will destroy the Program and all copies made of it within ten days of the end of the Evaluation Period. Licensee is responsible to remove any Content prior to expiration of the Evaluation Period as any disabling device may prevent use upon expiration.

b. If IBM specifies in a TD that Licensee may retain the Program, and Licensee elects to do so, then the Program will be subject to a different license agreement, which IBM will provide to Licensee. In addition, a charge may apply.

c. IBM may terminate Licensee's license to use a Program if Licensee fails to comply with the ILAE, 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 https://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 such third party agreements 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 ILAE. Terms not changed by these amendments remain unchanged and in effect.

1. AMERICAS

Section 4. Liability

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 c:

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 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 4. Liability

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,

Section 5. Termination

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

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

In Japan: those of Japan laws and

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

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 4. Liability

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 "damages that cannot be limited under applicable law" with the following:

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

i125-5543-06 (10-2021)

International Program License Agreement

Part 1 - General Terms

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.

1. Program License

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.

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

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

7. General

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.

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.

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:

Section 6. Governing Laws and Geographic Scope

In paragraph a, replace the first sentence only with:

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

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:

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 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:

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:

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 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 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 Estonia, Latvia, and Lithuania: Finland

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 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.

Section 7. General

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

In paragraph j, add to the end the paragraph:

In paragraph j:

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 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 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:

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).

i125-3301-15 (10-2021)

By clicking on I agree, you agree that (1) you have had the opportunity to review the terms of both the IBM and non-IBM licenses presented below and (2) such terms govern this transaction. If you do not agree, click I do not agree.

Read Non-IBM License File (for Separately Licensed Code)

I agree I do not agree