IBM PartnerWorld Agreement PartnerWorld Software Usage Attachment

The terms of this IBM PartnerWorld Software Usage Attachment are in addition to and prevail over the terms of the IBM PartnerWorld Agreement - International Basic General Terms (PWA). Additionally, the terms of this Attachment are in addition to and prevail over the terms of the IBM International Program License Agreement (IPLA) and the IBM International License Agreement for Non-Warranted Programs (ILAN) (whichever of these which are supplied with the Programs) and their associated License Information (LI). For all applicable Programs, any of the following actions by you constitutes your acceptance of the terms of the above Agreements, the License Information and the terms of this Attachment: downloading, installing, copying, accessing or using the Programs. Additional details regarding this Attachment are specified on the PartnerWorld website.

1.

Scope of Use
You may install and use a commercially reasonable number of copies (unless we specify otherwise) of each Program only for the purposes specified in this Attachment. A commercially reasonable number of copies is no more than the number of active employees who are registered and associated with your companys PartnerWorld Country Enterprise profile and using the Programs for the approved usages as defined in this Attachment. However, we specify in the Schedule the maximum number of copies you are authorized to make of certain Programs. Your authorization to use the Programs under this Attachment is limited to those Programs that are currently available in the Software Access Catalog. You agree to check the Software Access Catalog on a quarterly basis to ensure that the Programs you are using are still available in the Software Access Catalog, and, if not, to cease using the Programs as specified in Section 3 (Termination of Usage). Unless we specify otherwise, under the terms of this Attachment, Programs may only be used and installed within your Country Enterprise as defined in the PWA. You agree not to distribute the Programs, in whole or in part, to any third party, except as provided in this Attachment. Programs provided to you under the terms of this Attachment may be transferred only to Locations within your Country Enterprise. Your contractors located at the same physical location as your employees are considered your employees for purposes of this Attachment. You may not provide Programs to contractors located outside of Locations that you control. We will inform you if there are any associated charges for the distribution of the Programs. Programs can only be deployed on your machines within your computing environment. You cannot deploy the Programs on other parties machines or in a "cloud" or "outsourcing" or similar environment. Under the terms of this Attachment, unless we specify otherwise to you in writing, no entity within your Country Enterprise may use Programs for productive use including fee generation. Examples of such misuse include, but are not limited to: a. b. c. d. your own internal application development and test purposes; unique application development or consultation services for a specific customer; the development and testing of applications for use in a business process outsourcing environment wherein you operate or otherwise provide specific business function on behalf of your customers; or use of the Program(s) for the operation of a maintenance/support service (even if such support is provided at no charge), including but not limited to supporting your end users.

We will specify in the Schedule if there are additional limitations regarding usage of certain Programs. Programs used for other than the approved usage will be considered a material breach of this Attachment. You agree to pay for unauthorized Program usage when an employee using the Programs is not registered in PartnerWorld or an employee registered in PartnerWorld is using the Programs in an unauthorized manner. Such payment will be made promptly to IBM at the charges that IBM specifies in an invoice for:
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a. b. c.

any such unauthorized use; support for such unauthorized use for the lesser of the duration of such unauthorized use or two years; and any additional charges and other liabilities related to such unauthorized use.

1.1

Demonstration and Evaluation Use

Programs for demonstration, evaluation and customer proof of concept may be used only by your employees who are actively registered and associated with your companys PartnerWorld Country Enterprise profile. Except for Software as a Service (SaaS) applications, you may also make Programs available for evaluation use by your customer at the customer's location for no more than 90 days. You agree to be responsible for your customers evaluation use of our Programs and for administering the process IBM outlines at https://www.ibm.com/partnerworld/page/isv_com_vpo_customer_eval. This includes, but is not limited to: a. informing the customer that the Programs are subject to the IBM International License Agreement for Evaluation of Programs and its associated License Information document (http://www.ibm.com/software/sla/sladb.nsf/viewbla/); confirming that the customer has accepted such license agreement before using the Programs; ensuring the customer uses the Programs for permitted evaluation purposes only; and confirming that the Programs have been returned or destroyed at the end of the evaluation period.

b. c. d.

You agree not to perform any competitive evaluation of our Programs nor attempt to gain a competitive advantage against IBM through demonstration, evaluation or proof of concept use.

1.2

Educational Use
Unless approved otherwise, Programs used for educational purposes may only be used for training of your personnel, or for no-charge training of your customers, provided that the Programs remain on your equipment and under your control.

1.3

Development and Testing

The Programs used for development and testing may be used only by your employees who are actively registered and associated with your companys PartnerWorld Country Enterprise profile and are dedicated to the development of commercially available application software that utilizes these same IBM Programs, for sale to end users in the marketplace. Programs may not be used to develop or customize applications for a specific customer. Programs used for development and testing may not be used for: a. b. c. d. the operation of a maintenance/support service (even if such support is provided at no charge); deployment activities such as setting up and testing a productive hosting environment; the development and testing of applications for use in a business process outsourcing environment wherein you operate or otherwise provide specific business function on behalf of your customers; or competitive evaluation of our Programs.

We will specify in the Schedule if there is a limitation for development, evaluation and test usage of certain Programs.

1.4

Run Your Business - Limited Internal Use

IBM's intent is to provide Programs to you to run your internal business operations so that you may become familiar with the Programs and actively promote them to your customers. You must be engaged in actively selling or influencing the sale of the Programs you are using to run your business. The Programs may only be used to provide applications that primarily support the operations of your Enterprise which focus principally on the influence and sale of the Programs. Programs used to run your business may not be mixed with Programs acquired via Passport Advantage and can only be used by your employees who are actively registered in PartnerWorld. Software used for Run Your Business purposes is not supported. We will specify on the PartnerWorld website (https://www.ibm.com/partnerworld/page/swg_com_sfw_run_your_business) the eligible Programs and

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the number of copies you may install to run your internal business operations. We will specify any additional terms related to the Programs on the website. The Programs installed to run your business may not be used to generate direct revenue by earning fees for services, such as: a. b. c. d. creating or modifying applications or solutions for specific customers, operating a business process outsourcing environment wherein you operate or otherwise provide specific business function on behalf of your customers, delivering training not authorized by IBM, or providing conferencing services to third parties.

Additionally, Programs installed to run your business may not be used to support end users, even if such support is provided to the end users at no charge.

1.5

Software as a Service
Independent Software Vendors (ISV) or System Integrators (SI) whose core business is solely the delivery of commercially available applications for end users in the marketplace, either as a Software as a Service (SaaS) or as a combination SaaS and on-premises delivery, may also use the Programs for internal education, training, sales demonstration, and development and testing of their commercially available solutions. Programs cannot be used to generate direct or indirect revenue, for example, earning service fees for delivery of a production SaaS solution. Programs used for SaaS applications must be installed on physical and/or virtual machines under your control that are separate from those physical and/or virtual machines that are used for the delivery of a production solution. The maximum quantity of each Program you may install within your Country Enterprise for activities relating to a SaaS application, as described above, is limited to a total value of USD50,000 for each Program, based on pricing information found at http://www.ibm.com/software/products.

2.

Disclaimer of Warranty
The Programs hereunder are provided "AS IS" and IBM makes no warranty, condition, representation, promise or guarantee, either express or implied, statutory or otherwise, with respect to a Program, user documentation or related technical support, including their quality, performance, merchantability or fitness for a particular purpose. For the avoidance of doubt, the Limited Warranty terms of the IBM International Program License Agreement shall not apply to the Programs provided hereunder, and are hereby deemed deleted in their entirety.

3.

Termination of Usage
You agree to destroy all copies of Programs: a. b. c. d. at the end of your usage of the Programs for the above uses; if you no longer participate in an eligible PartnerWorld offering; if the Program is no longer available in the Software Access Catalog; or upon termination of this Attachment.

4.

Registration Requirements
You agree to designate a Primary Contact who is registered in PartnerWorld and in an eligible PartnerWorld offering. Only the Primary Contact is authorized to make or approve the making of additional copies. The Primary Contact will verify that the Programs are used for approved purposes, maintain a record of the number of copies made and a list of all users who obtained a copy of the Programs and provide this information, as requested, for the activities in Section 5 (Audit and Reporting Requirements) below. Each employee of the Country Enterprise who will use the Programs is required to first register with PartnerWorld. Once registered, they may obtain the Programs from the Primary Contact or may download the Programs, but may not make additional copies unless approved to do so by the Primary Contact.

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The Primary Contact is responsible to ensure that each employee who obtains the Programs under this offering receives a copy of this Attachment and the IPLA or the ILAN (as appropriate) and conforms to the terms and conditions of the documents.

5.

Audit and Reporting Requirements

For purposes of this Section 5 (Audit and Reporting Requirements), "Program Terms" means: a. b. c. IBM's IPLA terms and conditions and applicable amendments and transaction documents provided by IBM; the terms and conditions of the PartnerWorld Agreement and this PartnerWorld Software Usage Attachment; and IBM software policies that may be found at the IBM Software Policy website (http://www.ibm.com/softwarepolicies), including but not limited to those policies concerning backup and migration.

The rights and obligations set forth in this Section 5 remain in effect during the period the Program is licensed to you, and for two years thereafter. We may audit your usage and the number of copies you have of each Program acquired under this offering. You agree to create, retain, and provide IBM and its auditors, within five (5) business days, accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that your use of all Programs is in compliance with the Program Terms, including, without limitation, all of IBMs applicable licensing and pricing qualification terms. Your records must be sufficient to clearly distinguish usage as well as differentiate between Programs acquired under this offering as compared to those acquired elsewhere (including, without limitation, system configurations on which the Programs operate). You are responsible for ensuring that you do not exceed the Programs Authorized Use, and remaining in compliance with the Program Terms. Upon reasonable notice, IBM may verify your compliance with the Program Terms at all sites and for all environments in which you use (for any purpose) the Programs subject to the Program Terms. Such verification will be conducted in a manner that minimizes disruption to your business, and may be conducted on your premises, during normal business hours. IBM may use an independent auditor to assist with such verification, provided IBM has a written confidentiality agreement in place with such auditor.

6.

IBM Use of Your Software

Upon request, you will grant IBM no less than equivalent rights in your program products as IBM is granting you under this Attachment. IBM's request will specify, in writing, the purpose, time period and scope of IBM's intended access. Failure to provide such reciprocal rights may, at IBM's sole discretion, result in termination of all the licenses granted under this Attachment.

7.

Changes to and Termination of this Attachment

We may change the terms of this Attachment by giving you one month's written notice, as defined in the PartnerWorld Agreement. Such changes apply to all Programs already installed under this offering. Either of us may terminate this Attachment on two weeks written notice with or without cause.

8.

Geographic Scope
The rights, duties and obligations of each of us under the terms of this Attachment are valid only in the country to which the Programs are provided. Such Programs will only be provided by the IBM organization in the same country in which the Programs are being provided. That IBM organization, by providing the Program, and you, by accepting the Program, agrees that this Attachment is between you and that IBM organization for that country. In certain countries, and in accordance with applicable law, you must sign this Attachment or a local country version of it.

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IBM PartnerWorld Agreement PartnerWorld Software Usage Attachment Schedule to PartnerWorld Software Usage Attachment
Rational Programs we make available to you may be used for internal education, training, sales demonstration, evaluation and limited internal Run Your Business purposes. Rational Programs may not be used for test purposes other than to test your applications for compatibility or interoperability with Rational Programs. Rational Programs cannot be used for production development. In addition to the above, the IBM Rational Application Developer (RAD) for WebSphere Software Program may be used, as described in the 'Development and Testing' section of the Attachment, by you to develop your commercially available application software that is compatible with IBM Products. The maximum number of copies you may install for each Rational Program within your Country Enterprise is determined by your PartnerWorld membership level and whether you have a "Ready for Rational" validated solution: Member level - 4 copies Advanced level or Member level with a Ready for Rational validated solution - 10 copies Premier level - 20 copies

Many Rational Programs are available on an Authorized User (may only be used by a registered authorized user) basis only. Certain Rational Programs contain a disabling device that will require you to obtain a new license for continued use beyond the initial licensed period.

Both of us agree that this Attachment and the IBM PartnerWorld Agreement-International Basic General Terms (referred to collectively herein as the "Agreement") are the complete agreement between us regarding this relationship and replace any prior oral or written communications between us regarding this matter. By signing this Attachment you accept the terms of the Agreement without modification. You also agree that you are authorized to execute this Agreement for the legal entity on whose behalf you are accepting this Agreement. Once signed, any reproduction made by reliable means is considered an original, to the extent permissible under applicable law.

Agreed to: _____________________________________ Business Partner Legal Name By ___________________________________ Authorized signature ______________________________________ Name (type or print) ______________________________________ Date

Agreed to: _____________________________________ IBM Country Organization Name By ___________________________________ Authorized signature ______________________________________ Name (type or print) ______________________________________ Date

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