IBM International License Agreement for Services Programs

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PROGRAM. IBM WILL 
LICENSE THE PROGRAM TO YOU ONLY IF YOU FIRST ACCEPT THE TERMS OF THIS 
AGREEMENT. REGARDLESS OF HOW YOU ACQUIRE THE PROGRAM (ELECTRONICALLY, 
PRELOADED, ON MEDIA OR OTHERWISE), BY USING IT YOU AGREE TO THESE TERMS.

The Program is owned by International Business Machines Corporation or 
one of its subsidiaries (IBM) or an IBM supplier, and is copyrighted and 
licensed, not sold.  The term "Program" means the original program and 
all whole or partial copies of it. A Program consists of machine-readable 
instructions, its components, data, audio-visual content (such as images, 
text, recordings, or pictures), and related licensed materials. The term 
"Program" includes an IBM Program and any non-IBM Program that IBM may 
provide to you.

IBM grants you a nonexclusive, nontransferable license under the terms 
stated below to the Program in the country in which you acquire it.

This Agreement is the complete and exclusive agreement regarding a Program 
and replaces any prior oral or written communications between you and IBM. 
For a change to be valid, both you and IBM must sign it.

This Agreement includes 

Part 1 - General Terms and 
Part 2 - Country-unique Terms and is the complete agreement regarding the 
         use of this Program, and replaces any prior oral or written 
         communications between you and IBM. The terms of Part 2 may 
         replace or modify those of Part

1. License

Under this license, you may:  

1) use the Program (and any backup copy of it) only in conjunction with 
   IBM's provision of warranty and maintenance services; 
2) use the Program only on the machine for which it is provided; and 
3) make one copy of the Program for backup purposes, provided you 
   reproduce the copyright notice and any other legend of ownership on 
   each copy of the Program.

You agree not to do any of the following:  

1) use or copy the Program except as provided in this Agreement; 
2) modify or merge the Program; 
3) reverse assemble, reverse compile, or otherwise translate the Program 
   except as specifically permitted by law without the possibility of 
   contractual waiver; 
4) sublicense, rent, lease or assign the license for the Program; or 
5) distribute the Program to any third party.

This license will begin with your first use of the Program and end when 
the machine for which it is provided 

1) is no longer covered by IBM warranty or maintenance services or 
2) is removed from productive use within your business enterprise.

2. No Warranty

SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, IBM MAKES 
NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT 
LIMITATION, THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES 
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE 
PROGRAM.

This exclusion also applies to any of IBM's subcontractors, suppliers or 
program developers (collectively called "Suppliers").

3. Limitation of Liability

NEITHER IBM NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT OR INDIRECT 
DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY 
INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF IBM 
IS INFORMED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW THE 
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE 
ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

4. Use of Data

You agree to allow IBM to store your contact information, such as names, 
phone numbers, and e-mail addresses, in any country where IBM does 
business and to use such information internally and to communicate with 
you for the purposes of our business relationship.

The Services Programs monitoring function provides service information, 
system utilization and performance information ("Your Data"). You agree 
that IBM may use and share Your Data within the IBM Enterprise and with 
third parties such as subcontractors and consultants under contract to 
IBM without limitation, including for purposes of problem determination, 
assisting you with performance and capacity planning, maintaining your 
existing and developing new business relationships with IBM, notifying 
you of existing or projected resource constraints, and assisting IBM to 
enhance IBM Products. You also agree that Your Data may be transferred to 
such entities in any country whether or not a member of the European Union.

5. General

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

IBM may terminate this license immediately if you fail to comply with the 
terms of this Agreement. If we do so, you agree to immediately destroy the 
Program and any backup copy you made.

Neither you nor IBM will bring a legal action under this Agreement more 
than two years after the cause of action arose unless otherwise provided 
by local law without the possibility of contractual waiver or limitation.
Neither you nor IBM is responsible for failure to fulfill any obligations 
due to causes beyond its control.

You may not export the Program.

Both you and IBM consent to the application of the laws of the country in 
which you acquired the Program to govern, interpret, and enforce all of 
your and IBM's rights, duties, and obligations arising from, or relating 
in any manner to, the subject matter of this Agreement, without regard to 
conflict of law principles. However, the phrase "the laws of the country 
in which the transaction occurs" is replaced by the following phrases 

1) "the laws of Austria" in Albania, Armenia, Azerbeijan, Belarus, 
   Bosnia-Herzegovina, Bulgaria, Croatia, Georgia, Hungary, Macedonia, 
   Poland, Romania, Russia, Slovakia, Slovenia, Tajikistan, Turkmenistan, 
   Ukraine, and Uzbekistan; 
2) "the laws of the State or Territory in which the transaction occurs" in 
   Australia; 
3) "the laws in the Province of Ontario" in Canada; 
4) "the laws of Finland" in Estonia, Latvia, and Lithuania; 
5) "the laws of England" in the United Kingdom; 
6) "the laws of the State of New York" in the United States, Laos, 
   Cambodia, and Viet Nam; 
7) "the laws of the State of New York (except when local law requires 
   otherwise)" in People's Republic of China; and 8) "the laws of Hong 
   Kong Special Administrative Region" in Hong Kong and Macau. In Japan, 
   any doubts concerning this Agreement will be initially resolved between 
   us in good faith and in accordance with the principle of mutual trust.

All of our rights and duties are subject to the courts of the country in 
which the transaction occurs except that 

1) in Brazil any litigation arising from this Agreement will be settled 
   exclusively by the court of Rio de Janeiro, RJ; 
2) in France all disputes arising out of this Agreement or related to its 
   violation or execution, including summary proceedings, will be settled 
   exclusively by the Commercial Court of Paris; 
3) in Turkey all disputes 
   arising out of or in connection with this Agreement shall be resolved 
   by the Istanbul Central (Sultanahmet) Courts and Execution Directorates 
   of Istanbul, the Republic of Turkey; 
4) in each of the following specified countries, any legal claim arising 
   out of this Agreement will be brought before, and finally settled by, 
   the competent court of 

      a) Athens for Greece, 
      b) Tel Aviv for Israel, 
      c) Milan for Italy, 
      d) Lisbon for Portugal, and 
      e) Madrid for Spain; and 
      
5) in the United Kingdom, both of us agree to submit all disputes relating 
   to this Agreement to the jurisdiction of the English courts.

In Albania, Armenia, Azerbeijan, Belarus, Bosnia-Herzegovina, Bulgaria, 
Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Poland, 
Romania, Russia, Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine, 
and Uzbekistan all disputes arising out of this Agreement or related to 
its violation, termination or nullity will be finally settled under the 
Rules of Arbitration and Conciliation of the International Arbitral Center 
of the Federal Economic Chamber in Vienna (Vienna Rules) by three 
arbitrators appointed in accordance with these rules. 

The arbitration will be held in Vienna, Austria, and the official language 
of the proceedings will be English. The decision of the arbitrators will 
be final and binding upon both parties. Therefore, pursuant to paragraph 
598(2) of the Austrian Code of Civil Procedure, the parties expressly 
waive the application of paragraph 595 (1) figure 7 of the Code. IBM may, 
however, institute proceedings in a competent court in the country of 
installation; 

In Estonia, Latvia, and Lithuania all disputes arising in connection with 
the Agreement will be finally settled in arbitration. Each party will 
appoint one arbitrator and they will jointly appoint the chairman. If they 
cannot agree on the chairman, then the chairman will be appointed by the 
Central Chamber of Commerce in Helsinki. In the arbitration, the Finnish 
law on arbitration will be adhered to. The arbitrators will come together, 
and the arbitration will take place, in Helsinki;

In People's Republic of China any disputes arising from or in connection 
with this Agreement will first be resolved by friendly negotiations, 
failing which either of us has the right to submit the dispute to the 
China International Economic and Trade Arbitration Commission in Beijing, 
the PRC, for arbitration in accordance with its arbitration rules in force 
at the time. The arbitration tribunal will consist of three arbitrators. 
The language to be used therein will be English and Chinese. 

An arbitral award will be final and binding on all the parties, and will 
be enforceable under the Convention on the Recognition and Enforcement of 
Foreign Arbitral Awards (1958). The arbitration fee will be borne by the 
losing party unless otherwise determined by the arbitral award. During the 
course of arbitration, this Agreement will continue to be performed except 
for the part which the parties are disputing and which is undergoing 
arbitration. 

In Cambodia, Laos, Myanmar, and Viet Nam disputes and differences arising 
out of or in connection with this Agreement shall be finally settled by 
arbitration which shall be held in Singapore in accordance with the Rules 
of the International Chamber of Commerce (ICC). The arbitrator or 
arbitrators designated in conformity with those rules shall have power to 
rule on their own competence and on the validity of the Agreement to 
submit to arbitration. The arbitration award shall be final and binding 
for the parties without appeal and the arbitral award shall be in writing 
and set forth the findings of fact and the conclusions of law. All 
proceedings shall be conducted, including all documents presented in such 
proceedings, in the English language. The number of arbitrators shall be 
three, with each side to the dispute being entitled to appoint one 
arbitrator. The two arbitrators appointed by the parties shall appoint a 
third arbitrator before proceeding upon the reference. The third 
arbitrator shall act as chairman of the proceedings. Vacancies in the post 
of chairman shall be filled by the president of the ICC. Other vacancies 
shall be filled by the respective nominating party. Proceedings shall 
continue from the stage they were at when the vacancy occurred. If one of 
the parties refuses or otherwise fails to appoint an arbitrator within 30 
days of the date the other party appoints its, the first appointed 
arbitrator shall be the sole arbitrator, provided that the arbitrator was 
validly and properly appointed. 

The English language version of this Agreement prevails over any other 
language version.  

IBM International License Agreement for Services Programs

Part 1 - Country Unique Terms

AUSTRALIA: No Warranty (Section 2): The following paragraph is added to 
this Section: 

Although IBM specifies that there are no warranties, you may have certain 
rights under the Trade Practices Act 1974 or other legislation and are 
only limited to the extent permitted by the applicable legislation.

Limitation of Liability (Section 3): The following paragraph is added to 
this Section:

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

GERMANY: No Warranty (Section 2):

The following paragraphs are added to this Section:

The minimum warranty period for Programs is six months. In case a Program 
is delivered without Specifications, we will only warrant that the Program 
information correctly describes the Program and that the Program can be 
used according to the Program information. 

Limitation of Liability (Section 3): The following paragraph is added to 
this Section:

The limitations and exclusions specified in the Agreement will not apply 
to damages caused by IBM with fraud or gross negligence, and for express 
warranty.

INDIA: General (Section 5): The following replaces the third paragraph of 
this Section:

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

IRELAND: No Warranty (Section 2):  The following paragraph is added to 
this Section:

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

ITALY: Limitation of Liability (Section 3): This Section is replaced by 
the following:

Unless otherwise provided by mandatory law, IBM is not liable for any 
damages which might arise.

NEW ZEALAND: No Warranty (Section 2): The following paragraph is added to 
this Section:

Although IBM specifies that there are no warranties, you may have certain 
rights under the Consumer Guarantees Act 1993 or other legislation which 
cannot be excluded or limited. The Consumer Guarantees Act 1993 will not 
apply in respect of any goods or services which IBM provides, if you 
require the goods or services for the purposes of a business as defined in 
that Act.

Limitation of Liability (Section 3): The following paragraph is added to 
this Section:

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

UNITED KINGDOM: Limitation of Liability (Section 3): The following 
paragraph is added to this Section at the end of the first paragraph:

The limitation of liability will not apply to any breach of IBM's 
obligations implied by Section 12 of the Sale of Goods Act 1979 or 
Section 2 of the Supply of Goods and Services Act 1982.

General Terms

International License Agreement for Services ProgramsUNITED KINGDOM: 

Limitation of Liability (Section 3): The following paragraph is added to 
this Section at the end of the first paragraph:

The limitation of liability will not apply to any breach of IBM's 
obligations implied by Section 12 of the Sale of Goods Act 1979 or 
Section 2 of the Supply of Goods and Services Act 1982.
