IBM License Agreement

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International License Agreement for Non-Warranted Programs

      Part 1 - General Terms

      BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING 
      THE PROGRAM YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF 
      YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER 
      PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT 
      AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT 
      PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU 
      DO NOT AGREE TO THESE TERMS, 

      - DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE 
      PROGRAM; AND

      - PROMPTLY RETURN THE PROGRAM AND PROOF OF ENTITLEMENT 
      TO THE PARTY FROM WHOM YOU ACQUIRED IT TO OBTAIN A 
      REFUND OF THE AMOUNT YOU PAID. IF YOU DOWNLOADED THE 
      PROGRAM, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

      "IBM" is International Business Machines Corporation or 
      one of its subsidiaries.

      "License Information" ("LI") is a document that provides 
      information specific to a Program. The Program's LI is 
      available at http://www.ibm.com/software/sla/ . The LI 
      may also be found in a file in the Program's directory, 
      by the use of a system command, or as a booklet which 
      accompanies the Program.

      "Program" is the following, including the original and 
      all whole or partial copies: 1) machine-readable 
      instructions and data, 2) components, 3) audio-visual 
      content (such as images, text, recordings, or pictures), 
      4) related licensed materials, and 5) license use 
      documents or keys, and documentation.

      A "Proof of Entitlement" ("PoE") is evidence of Your 
      authorization to use a Program at a specified level. 
      That level may be measured, for example, by the number 
      of processors or users. The PoE is also evidence of Your 
      eligibility for future upgrade prices, if any, and 
      potential special or promotional opportunities. If IBM 
      does not provide You with a PoE, then IBM may accept the 
      original paid sales receipt or other sales record from 
      the party (either IBM or its reseller) from whom You 
      acquired the Program, provided that it specifies the 
      name of the Program and the usage level acquired. 

      "You" and "Your" refer either to an individual person or 
      to a single legal entity.

      This Agreement includes Part 1 - General Terms, Part 2 - 
      Country-unique Terms (if any), License Information, and 
      Proof of Entitlement and is the complete agreement 
      between You and IBM regarding the use of the Program. It 
      replaces any prior oral or written communications 
      between You and IBM concerning Your use of the Program. 
      The terms of Part 2 and License Information may replace 
      or modify those of Part 1. To the extent there is a 
      conflict between the terms of this Agreement and those 
      of the IBM International Passport Advantage Agreement, 
      the terms of the latter agreement prevail.

      1. Entitlement

      License

      The Program is owned by IBM or an IBM supplier, and is 
      copyrighted and licensed, not sold.

      IBM grants You a nonexclusive license to use the Program 
      when You lawfully acquire it.

      You may 1) use the Program up to the level of use 
      specified in the PoE and 2) make and install copies, 
      including a backup copy, to support such use. The terms 
      of this license apply to each copy You make. You will 
      reproduce all copyright notices and all other legends of 
      ownership on each copy, or partial copy, of the Program.

      If You acquire the Program as a program upgrade, after 
      You install the upgrade You may not use the Program from 
      which You upgraded or transfer it to another party.

      You will ensure that anyone who uses the Program 
      (accessed either locally or remotely) does so only for 
      Your authorized use and complies with the terms of this 
      Agreement.

      You may not 1) use, copy, modify, or distribute the 
      Program except as provided in this Agreement; 2) reverse 
      assemble, reverse compile, or otherwise translate the 
      Program except as specifically permitted by law without 
      the possibility of contractual waiver; or 3) sublicense, 
      rent, or lease the Program.

      IBM may terminate Your license if You fail to comply 
      with the terms of this Agreement. If IBM does so, You 
      must destroy all copies of the Program and its PoE.

      Money-back Guarantee

      If for any reason You are dissatisfied with the Program 
      and You are the original licensee, You may obtain a 
      refund of the amount You paid for it, if within 30 days 
      of Your invoice date You return the Program and its PoE 
      to the party from whom You obtained it. If You 
      downloaded the Program, You may contact the party from 
      whom You acquired it for instructions on how to obtain 
      the refund.

      Program Transfer

      You may transfer a Program and all of Your license 
      rights and obligations to another party only if that 
      party agrees to the terms of this Agreement. When You 
      transfer the Program, You must also transfer a copy of 
      this Agreement, including the Program's PoE. After the 
      transfer, You may not use the Program.

      2. Charges

      The amount payable for a Program license is a one-time 
      charge. 

      One-time charges are based on the level of use acquired 
      which is specified in the PoE. IBM does not give credits 
      or refunds for charges already due or paid, except as 
      specified elsewhere in this Agreement.

      If You wish to increase the level of use, notify IBM or 
      the party from whom You acquired it and pay any 
      applicable charges. 

      If any authority imposes a duty, tax, levy or fee, 
      excluding those based on IBM's net income, upon the 
      Program, then You agree to pay the amount specified or 
      supply exemption documentation. You are responsible for 
      any personal property taxes for the Program from the 
      date that You acquire it.

      3. No Warranty

      SUBJECT TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE 
      EXCLUDED, IBM MAKES NO WARRANTIES OR CONDITIONS EITHER 
      EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE 
      IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, 
      FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, 
      REGARDING THE PROGRAM OR TECHNICAL SUPPORT, IF ANY.

      The exclusion also applies to any of IBM's Program 
      developers and suppliers.

      Manufacturers, suppliers, or publishers of non-IBM 
      Programs may provide their own warranties.

      IBM does not provide technical support, unless IBM 
      specifies otherwise.

      4. Limitation of Liability

      Circumstances may arise where, because of a default on 
      IBM's part or other liability, You are entitled to 
      recover damages from IBM. In each such instance, 
      regardless of the basis on which You may be entitled to 
      claim damages from IBM, (including fundamental breach, 
      negligence, misrepresentation, or other contract or tort 
      claim), IBM is liable for no more than 1) damages for 
      bodily injury (including death) and damage to real 
      property and tangible personal property and 2) the 
      amount of any other actual direct damages up to the 
      charges for the Program that is the subject of the 
      claim.

      This limitation of liability also applies to IBM's 
      Program developers and suppliers. It is the maximum for 
      which they and IBM are collectively responsible.

      UNDER NO CIRCUMSTANCES IS IBM, ITS PROGRAM DEVELOPERS OR 
      SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF 
      INFORMED OF THEIR POSSIBILITY: 

      1. LOSS OF, OR DAMAGE TO, DATA;

      2. SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR ANY 
      ECONOMIC CONSEQUENTIAL DAMAGES; OR

      3. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR 
      ANTICIPATED SAVINGS.

      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR 
      LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO 
      THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

      5. General

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

      2. In the event that any provision of this Agreement is 
      held to be invalid or unenforceable, the remaining 
      provisions of this Agreement remain in full force and 
      effect.

      3. You agree to comply with all applicable export and 
      import laws and regulations.

      4. You agree to allow IBM to store and use Your contact 
      information, including names, phone numbers, and e-mail 
      addresses, anywhere they do business. Such information 
      will be processed and used in connection with our 
      business relationship, and may be provided to 
      contractors, Business Partners, and assignees of IBM for 
      uses consistent with their collective business 
      activities, including communicating with You (for 
      example, for processing orders, for promotions, and for 
      market research).

      5. 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.

      6. Neither You nor IBM is responsible for failure to 
      fulfill any obligations due to causes beyond its 
      control.

      7. This Agreement will not create any right or cause of 
      action for any third party, nor will IBM be responsible 
      for any third party claims against You except, as 
      permitted by the Limitation of Liability section above, 
      for bodily injury (including death) or damage to real or 
      tangible personal property for which IBM is legally 
      liable.

      6. Governing Law, Jurisdiction, and Arbitration

      Governing Law

      Both You and IBM consent to the application of the laws 
      of the country in which You acquired the Program license 
      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.

      The United Nations Convention on Contracts for the 
      International Sale of Goods does not apply.

      Jurisdiction

      All of our rights, duties, and obligations are subject 
      to the courts of the country in which You acquired the 
      Program license.

      Part 2 - Country-unique Terms

      AMERICAS

      ARGENTINA: Governing Law, Jurisdiction, and Arbitration 
      (Section 6): The following exception is added to this 
      section:

      Any litigation arising from this Agreement will be 
      settled exclusively by the Ordinary Commercial Court of 
      the city of Buenos Aires.

      BRAZIL: Governing Law, Jurisdiction, and Arbitration 
      (Section 6): The following exception is added to this 
      section:

      Any litigation arising from this Agreement will be 
      settled exclusively by the court of Rio de Janeiro, RJ.

      CANADA: General (Section 5): The following replaces item 
      7:

      7. This Agreement will not create any right or cause of 
      action for any third party, nor will IBM be responsible 
      for any third party claims against You except as 
      permitted by the Limitation of Liability section above 
      for bodily injury (including death) or physical harm to 
      real or tangible personal property caused by IBM's 
      negligence for which IBM is legally liable."

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The phrase "the laws of the country in which You 
      acquired the Program license" in the Governing Law 
      subsection is replaced by the following: 

      the laws in the Province of Ontario"

      PERU: Limitation of Liability (Section 4): The following 
      is added at the end of this section: 

      In accordance with Article 1328 of the Peruvian Civil 
      Code, the limitations and exclusions specified in this 
      section will not apply to damages caused by IBM's 
      willful misconduct ("dolo") or gross negligence ("culpa 
      inexcusable").

      UNITED STATES OF AMERICA: General (Section 5): The 
      following is added to this section:

      U.S. Government Users Restricted Rights - Use, 
      duplication or disclosure restricted by the GSA ADP 
      Schedule Contract with the IBM Corporation.

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The phrase "the laws of the country in which You 
      acquired the Program license" in the Governing Law 
      subsection is replaced by the following:

      the laws of the State of New York, United States of 
      America

      ASIA PACIFIC

      AUSTRALIA: No Warranty (Section 3): The following is 
      added:

      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 4): The following is 
      added:

      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 condition 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.

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The phrase "the laws of the country in which You 
      acquired the Program license" in the Governing Law 
      subsection is replaced by the following:

      the laws of the State or Territory in which You acquired 
      the Program license

      CAMBODIA, LAOS, and VIETNAM: Governing Law, 
      Jurisdiction, and Arbitration (Section 6): The phrase 
      "the laws of the country in which You acquired the 
      Program license" in the Governing Law subsection is 
      replaced by the following:

      the laws of the State of New York, United States of 
      America

      The following is added to this section:

      Arbitration

      Disputes 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 
      Arbitration Rules of Singapore International Arbitration 
      Center ("SIAC Rules") then in effect. The arbitration 
      award shall be final and binding for the parties without 
      appeal and shall be in writing and set forth the 
      findings of fact and the conclusions of law.

      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 who shall act as chairman of 
      the proceedings. Vacancies in the post of chairman shall 
      be filled by the president of the SIAC. 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.

      All proceedings shall be conducted, including all 
      documents presented in such proceedings, in the English 
      language. The English language version of this Agreement 
      prevails over any other language version.

      HONG KONG S.A.R. and MACAU S.A.R. of China: Governing 
      Law, Jurisdiction, and Arbitration (Section 6): The 
      phrase "the laws of the country in which You acquired 
      the Program license" in the Governing Law subsection is 
      replaced by the following:

      the laws of Hong Kong Special Administrative Region of 
      China

      INDIA: Limitation of Liability (Section 4): The 
      following replaces the terms of items 1 and 2 of the 
      first paragraph:

      1) liability for bodily injury (including death) or 
      damage to real property and tangible personal property 
      will be limited to that caused by IBM's negligence; and 
      2) as to any other actual damage arising in any 
      situation involving nonperformance by IBM pursuant to, 
      or in any way related to the subject of this Agreement, 
      IBM's liability will be limited to the charge paid by 
      You for the individual Program that is the subject of 
      the claim.

      General (Section 5): The following replaces the terms of 
      item 5:

      If no suit or other legal action is brought, within 
      three 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.

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The following is added to this section:

      Arbitration

      Disputes arising out of or in connection with this 
      Agreement shall be finally settled by arbitration which 
      shall be held in Bangalore, India in accordance with the 
      laws of India then in effect. The arbitration award 
      shall be final and binding for the parties without 
      appeal and shall be in writing and set forth the 
      findings of fact and the conclusions of law.

      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 who shall act as chairman of 
      the proceedings. Vacancies in the post of chairman shall 
      be filled by the president of the Bar Council of India. 
      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.

      All proceedings shall be conducted, including all 
      documents presented in such proceedings, in the English 
      language. The English language version of this Agreement 
      prevails over any other language version.

      JAPAN: General (Section 5): The following is inserted 
      after item 5:

      Any doubts concerning this Agreement will be initially 
      resolved between us in good faith and in accordance with 
      the principle of mutual trust.

      MALAYSIA: Limitation of Liability (Section 4): The word 
      "SPECIAL" in item 2 of the third paragraph is deleted:

      NEW ZEALAND: No Warranty (Section 3): The following is 
      added:

      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 which IBM provides, if You 
      require the goods for the purposes of a business as 
      defined in that Act.

      Limitation of Liability (Section 4): The following is 
      added:

      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.

      PEOPLE'S REPUBLIC OF CHINA: Charges (Section 2): The 
      following is added:

      All banking charges incurred in the People's Republic of 
      China will be borne by You and those incurred outside 
      the People's Republic of China will be borne by IBM.

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The phrase "the laws of the country in which You 
      acquired the Program license" in the Governing Law 
      subsection is replaced by the following:

      the laws of the State of New York, United States of 
      America (except when local law requires otherwise)

      PHILIPPINES: Limitation of Liability (Section 4): The 
      following replaces the terms of item 2 of the third 
      paragraph:

      2. special (including nominal and exemplary damages), 
      moral, incidental, or indirect damages or for any 
      economic consequential damages; or

      Governing Law, Jurisdiction, and Arbitration (Section 
      6): The following is added to this section:

      Arbitration

      Disputes arising out of or in connection with this 
      Agreement shall be finally settled by arbitration which 
      shall be held in Metro Manila, Philippines in accordance 
      with the laws of the Philippines then in effect. The 
      arbitration award shall be final and binding for the 
      parties without appeal and shall be in writing and set 
      forth the findings of fact and the conclusions of law.

      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 who shall act as chairman of 
      the proceedings. Vacancies in the post of chairman shall 
      be filled by the president of the Philippine Dispute 
      Resolution Center, Inc. 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.

      All proceedings shall be conducted, including all 
      documents presented in such proceedings, in the English 
      language. The English language version of this Agreement 
      prevails over any other language version.

      SINGAPORE: Limitation of Liability (Section 4): The 
      words "SPECIAL" and "ECONOMIC" are deleted from item 2 
      of the third paragraph.

      General (Section 5): The following replaces the terms of 
      item 7:

      Subject to the rights provided to IBM's suppliers and 
      Program developers as provided in Section 4 above 
      (Limitation of Liability), a person who is not a party 
      to this Agreement shall have no right under the 
      Contracts (Right of Third Parties) Act to enforce any of 
      its terms.

      EUROPE, MIDDLE EAST, AFRICA (EMEA)

      No Warranty (Section 3): In the European Union, the 
      following is added at the beginning of this section:

      In the European Union, consumers have legal rights under 
      applicable national legislation governing the sale of 
      consumer goods. Such rights are not affected by the 
      provisions of this Section 3.

      Limitation of Liability (Section 4): In Austria, 
      Denmark, Finland, Greece, Italy, Netherlands, Norway, 
      Portugal, Spain, Sweden and Switzerland, the following 
      replaces the terms of this section in its entirety:

      Except as otherwise provided by mandatory law:

      1. IBM's liability for any damages and losses that may 
      arise as a consequence of the fulfillment of its 
      obligations under or in connection with this agreement 
      or due to any other cause related to this agreement is 
      limited to the compensation of only those damages and 
      losses proved and actually arising as an immediate and 
      direct consequence of the non-fulfillment of such 
      obligations (if IBM is at fault) or of such cause, for a 
      maximum amount equal to the charges You paid for the 
      Program.

      The above limitation shall not apply to damages for 
      bodily injuries (including death) and damages to real 
      property and tangible personal property for which IBM is 
      legally liable.

      2. UNDER NO CIRCUMSTANCES IS IBM, OR ANY OF ITS PROGRAM 
      DEVELOPERS, LIABLE FOR ANY OF THE FOLLOWING, EVEN IF 
      INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, 
      DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY 
      ECONOMIC CONSEQUENTIAL DAMAGES; 3) LOST PROFITS, EVEN IF 
      THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT 
      GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, 
      GOODWILL, OR ANTICIPATED SAVINGS. 

      3. The limitation and exclusion of liability herein 
      agreed applies not only to the activities performed by 
      IBM but also to the activities performed by its 
      suppliers and Program developers, and represents the 
      maximum amount for which IBM as well as its suppliers 
      and Program developers, are collectively responsible. 

      Limitation of Liability (Section 4): In France and 
      Belgium, the following replaces the terms of this 
      section in its entirety: 

      Except as otherwise provided by mandatory law:

      1. IBM's liability for any damages and losses that may 
      arise as a consequence of the fulfillment of its 
      obligations under or in connection with this agreement 
      is limited to the compensation of only those damages and 
      losses proved and actually arising as an immediate and 
      direct consequence of the non- fulfillment of such 
      obligations (if IBM is at fault), for a maximum amount 
      equal to the charges You paid for the Program that has 
      caused the damages.

      The above limitation shall not apply to damages for 
      bodily injuries (including death) and damages to real 
      property and tangible personal property for which IBM is 
      legally liable.

      2. UNDER NO CIRCUMSTANCES IS IBM, OR ANY OF ITS PROGRAM 
      DEVELOPERS, LIABLE FOR ANY OF THE FOLLOWING, EVEN IF 
      INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, 
      DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY 
      ECONOMIC CONSEQUENTIAL DAMAGES; 3) LOST PROFITS, EVEN IF 
      THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT 
      GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, 
      GOODWILL, OR ANTICIPATED SAVINGS. 

      3. The limitation and exclusion of liability herein 
      agreed applies not only to the activities performed by 
      IBM but also to the activities performed by its 
      suppliers and Program developers, and represents the 
      maximum amount for which IBM as well as its suppliers 
      and Program developers, are collectively responsible.

      Governing Law, Jurisdiction, and Arbitration (Section 6)

      Governing Law

      The phrase "the laws of the country in which You 
      acquired the Program license" is replaced by: 
      1) "the laws of Austria" in Albania, Armenia, 
      Azerbeijan, Belarus, Bosnia-Herzegovina, Bulgaria, 
      Croatia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, FYR 
      Macedonia, Moldavia, Poland, Romania, Russia, Slovakia, 
      Slovenia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, 
      and FR Yugoslavia; 
      2) "the laws of France" in Algeria, Benin, Burkina Faso, 
      Cameroon, Cape Verde, Central African Republic, Chad, 
      Comoros, Congo Republic, Djibouti, Democratic Republic 
      of Congo, Equatorial Guinea, French Guiana, French 
      Polynesia, Gabon, Gambia, Guinea, Guinea- Bissau, Ivory 
      Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, 
      Mayotte, Morocco, New Caledonia, Niger, Reunion, 
      Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis 
      & Futuna; 
      3) "the laws of Finland" in Estonia, Latvia, and 
      Lithuania; 
      4) "the laws of England" in Angola, Bahrain, Botswana, 
      Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, 
      Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, 
      Oman, Pakistan, Qatar, Rwanda, Sao Tome, Saudi Arabia, 
      Sierra Leone, Somalia, Tanzania, Uganda, United Arab 
      Emirates, the United Kingdom, West Bank/Gaza, Yemen, 
      Zambia, and Zimbabwe; and 
      5) "the laws of South Africa" in South Africa, Namibia, 
      Lesotho and Swaziland.

      Jurisdiction

      The following exceptions are added to this section:

      1) In Austria the choice of jurisdiction for all 
      disputes arising out of this Agreement and relating 
      thereto, including its existence, will be the competent 
      court of law in Vienna, Austria (Inner-City); 
      2) in Angola, Bahrain, Botswana, Burundi, Egypt, 
      Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, 
      Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, 
      Pakistan, Qatar, Rwanda, Sao Tome, Saudi Arabia, Sierra 
      Leone, Somalia, Tanzania, Uganda, United Arab Emirates, 
      West Bank/Gaza, Yemen, Zambia, and Zimbabwe all disputes 
      arising out of this Agreement or related to its 
      execution, including summary proceedings, will be 
      submitted to the exclusive jurisdiction of the English 
      courts; 
      3) in Belgium and Luxembourg, all disputes arising out 
      of this Agreement or related to its interpretation or 
      its execution, the law, and the courts of the capital 
      city, of the country of Your registered office and/or 
      commercial site location only are competent; 
      4) in France, Algeria, Benin, Burkina Faso, Cameroon, 
      Cape Verde, Central African Republic, Chad, Comoros, 
      Congo Republic, Djibouti, Democratic Republic of Congo, 
      Equatorial Guinea, French Guiana, French Polynesia, 
      Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, 
      Lebanon, Madagascar, Mali, Mauritania, Mauritius, 
      Mayotte, Morocco, New Caledonia, Niger, Reunion, 
      Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis 
      & Futuna 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; 
      5) in Russia, all disputes arising out of or in relation 
      to the interpretation, the violation, the termination, 
      the nullity of the execution of this Agreement shall be 
      settled by Arbitration Court of Moscow; 
      6) in South Africa, Namibia, Lesotho and Swaziland, both 
      of us agree to submit all disputes relating to this 
      Agreement to the jurisdiction of the High Court in 
      Johannesburg; 
      7) 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; 
      8) in each of the following specified countries, any 
      legal claim arising out of this Agreement will be 
      brought before, and settled exclusively by, the 
      competent court of a) Athens for Greece, b) Tel 
      Aviv-Jaffa for Israel, c) Milan for Italy, d) Lisbon for 
      Portugal, and e) Madrid for Spain; and 
      9) in the United Kingdom, both of us agree to submit all 
      disputes relating to this Agreement to the jurisdiction 
      of the English courts. 

      Arbitration 

      In Albania, Armenia, Azerbeijan, Belarus, Bosnia- 
      Herzegovina, Bulgaria, Croatia, Georgia, Hungary, 
      Kazakhstan, Kyrgyzstan, FYR Macedonia, Moldavia, Poland, 
      Romania, Russia, Slovakia, Slovenia, Tajikistan, 
      Turkmenistan, Ukraine, Uzbekistan, and FR Yugoslavia 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 this Agreement will be finally settled 
      in arbitration that will be held in Helsinki, Finland in 
      accordance with the arbitration laws of Finland then in 
      effect. Each party will appoint one arbitrator. The 
      arbitrators will then jointly appoint the chairman. If 
      arbitrators cannot agree on the chairman, then the 
      Central Chamber of Commerce in Helsinki will appoint the 
      chairman.

      AUSTRIA: No Warranty (Section 3): The terms of this 
      section are completely replaced by the following:

      The following limited warranty applies if You have paid 
      a charge to obtain the Program:

      The warranty period is twelve months from the date of 
      delivery. The limitation period for consumers in action 
      for breach of warranty is the statutory period as a 
      minimum.

      The warranty for an IBM Program covers the functionality 
      of the Program for its normal use and the Program's 
      conformity to its specifications.

      IBM warrants that when the Program is used in the 
      specified operating environment it will conform to its 
      specifications. IBM does not warrant uninterrupted or 
      error-free operation of the Program or that IBM will 
      correct all Program defects. You are responsible for the 
      results obtained from the use of the Program.

      The warranty applies only to the unmodified portion of 
      the Program.

      If the Program does not function as warranted during the 
      warranty period and the problem cannot be resolved with 
      information available. You may return the Program to the 
      party from whom You acquired it and receive a refund in 
      the amount You paid. If You downloaded the Program, You 
      may contact the party from whom You acquired it to 
      obtain the refund.

      This is our sole obligation to You, except as otherwise 
      required by applicable statutory law.

      General (Section 5): The following is added to item 4:

      For purposes of this clause, contact information will 
      also include information about You as a legal entity, 
      for example revenue data and other transactional 
      information.

      GERMANY: No Warranty (Section 3): The same changes apply 
      as those in No Warranty (Section 3) under Austria above.

      Limitation of Liability (Section 4): The following 
      paragraph is added to this Section:

      The limitations and exclusions specified in this Section 
      will not apply to damages caused by IBM intentionally or 
      by gross negligence.

      General (Section 5): The following replaces the terms of 
      item 5:

      Any claims resulting from this Agreement are subject to 
      a statute of limitation of three years, except as stated 
      in Section 3 (No Warranty) of this Agreement.

      HUNGARY: Limitation of Liability (Section 4): The 
      following is added at the end of this section:

      The limitation and exclusion specified herein shall not 
      apply to liability for a breach of contract damaging 
      life, physical well-being, or health that has been 
      caused intentionally, by gross negligence, or by a 
      criminal act.

      The parties accept the limitations of liability as valid 
      provisions and state that the Section 314.(2) of the 
      Hungarian Civil Code applies as the acquisition price as 
      well as other advantages arising out of the present 
      Agreement balance this limitation of liability.

      IRELAND: No Warranty (Section 3): The following is added 
      to this section:

      Except as expressly provided in these terms and 
      conditions, or section 12 of the Sale of Goods Act 1893 
      (as amended by the Sale of Goods and Supply of Services 
      Act 1980 ("the 1980 Act")), all conditions and 
      warranties (express or implied, statutory or otherwise) 
      are hereby excluded including, without limitation, any 
      warranties implied by the Sale of Goods Act 1893 as 
      amended by the 1980 Act (including, for the avoidance of 
      doubt, section 39 of the 1980 Act).

      Limitation of Liability (Section 4): The following 
      replaces the terms of this section in its entirety:

      For the purposes of this section, a "Default" means any 
      act, statement, omission, or negligence on the part of 
      IBM in connection with, or in relation to, the subject 
      matter of an Agreement in respect of which IBM is 
      legally liable to You whether in contract or tort. A 
      number of Defaults which together result in, or 
      contribute to, substantially the same loss or damage 
      will be treated as one Default occurring on the date of 
      occurrence of the last such Default.

      Circumstances may arise where, because of a Default, You 
      are entitled to recover damages from IBM. This section 
      sets out the extent of IBM's liability and Your sole 
      remedy.

      1. IBM will accept unlimited liability for (a) death or 
      personal injury caused by the negligence of IBM, and (b) 
      subject always to the Items for Which IBM is Not Liable 
      below, for physical damage to Your tangible property 
      resulting from the negligence of IBM.

      2. Except as provided in item 1 above, IBM's entire 
      liability for actual damages for any one Default will 
      not in any event exceed the greater of 1) EUR 125,000, 
      or 2) 125% of the amount You paid for the Program 
      directly relating to the Default. These limits also 
      apply to any of IBM's suppliers and Program developers. 
      They state the maximum for which IBM and such suppliers 
      and Program developers are collectively responsible.

      Items for Which IBM is Not Liable

      Save with respect to any liability referred to in item 1 
      above, under no circumstances is IBM or any of its 
      suppliers or Program developers liable for any of the 
      following, even if IBM or they were informed of the 
      possibility of such losses:

      1. loss of, or damage to, data;

      2. special, indirect, or consequential loss; or

      3. loss of profits, business, revenue, goodwill, or 
      anticipated savings.

      ITALY: General (Section 5): The following is added to 
      this section:

      IBM and Customer (hereinafter, individually, "Party") 
      shall comply with all the obligations of the applicable 
      provisions of law and/or regulation on personal data 
      protection. Each of the Parties will indemnify and keep 
      the other Party harmless from any damage, claim, cost or 
      expense incurred by the latter, directly and or 
      indirectly, as a consequence of an infringement of the 
      other Party of the mentioned provisions of law and/or 
      regulations. 

      SLOVAKIA: Limitation of Liability (Section 4): The 
      following is added to the end of the last paragraph:

      The limitations apply to the extent they are not 
      prohibited under §§ 373-386 of the Slovak Commercial 
      Code.

      General (Section 5): The terms of item 5 are replaced 
      with the following:

      THE PARTIES AGREE THAT, AS DEFINED BY APPLICABLE LOCAL 
      LAW, ANY LEGAL OR OTHER ACTION RELATED TO A BREACH OF 
      THIS AGREEMENT MUST BE COMMENCED NO LATER THAN FOUR 
      YEARS FROM THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

      SWITZERLAND: General (Section 5): The following is added 
      to item 4:

      For purposes of this clause, contact information will 
      also include information about You as a legal entity, 
      for example revenue data and other transactional 
      information.

      UNITED KINGDOM: No Warranty (Section 3): The following 
      replaces the first sentence in the first paragraph of 
      this section:

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

      Limitation of Liability (Section 4): The following 
      replaces the terms of this section in its entirety: 

      For the purposes of this section, a "Default" means any 
      act, statement, omission, or negligence on the part of 
      IBM in connection with, or in relation to, the subject 
      matter of an Agreement in respect of which IBM is 
      legally liable to You, whether in contract or tort. A 
      number of Defaults which together result in, or 
      contribute to, substantially the same loss or damage 
      will be treated as one Default.

      Circumstances may arise where, because of a Default, You 
      are entitled to recover damages from IBM. This section 
      sets out the extent of IBM's liability and Your sole 
      remedy.

      1. IBM will accept unlimited liability for:

      a. death or personal injury caused by the negligence of 
      IBM; 

      b. any breach of its obligations implied by Section 12 
      of the Sale of Goods Act 1979 or Section 2 of the Supply 
      of Goods and Services Act 1982, or any statutory 
      modification or re- enactment of either such Section; 
      and

      c. subject always to the Items for Which IBM is Not 
      Liable below, for physical damage to Your tangible 
      property resulting from the negligence of IBM.

      2. IBM's entire liability for actual damages for any one 
      Default will not in any event, except as provided in 
      item 1 above, exceed the greater of 1) £75,000, or 2) 
      125% of the amount You paid for the Program directly 
      relating to the Default. These limits also apply to 
      IBM's suppliers and Program developers. They state the 
      maximum for which IBM and such suppliers and Program 
      developers are collectively responsible.

      Items for Which IBM is Not Liable

      Save with respect to any liability referred to in item 1 
      above, under no circumstances is IBM or any of its 
      suppliers or Program developers liable for any of the 
      following, even if IBM or they were informed of the 
      possibility of such losses:

      1. loss of, or damage to, data;

      2. special, indirect, or consequential loss; or

      3. loss of profits, business, revenue, goodwill, or 
      anticipated savings.

      Z125-5589-03 (11/2002)

      LICENSE INFORMATION

      The Programs listed below are licensed under the 
      following terms and conditions in addition to those of 
      the International License Agreement for Non-Warranted 
      Programs.

      Program Name: IBM developerWorks Subscription
      Program Number: 5724-G77
      Authorization for Use on Home/Portable Computer: 1

      EXPLANATIONS OF TERMS:

      Authorization for Use on Home/Portable Computer:
      "1" means that the Program may be stored on the primary 
      machine and another machine, provided that the Program 
      is not in active use on both machines at the same time.
      "2" means that you may not copy and use this Program on 
      another computer without paying additional license fees.

      Specified Operating Environment

      The Program's specifications and specified operating 
      environment information may be found in documentation 
      accompanying the Program, if available, such as a 
      read-me file, or other information published by IBM, 
      such as an announcement letter.

      Program-unique Terms

      (1) License Information

      License Information consists of the License Information 
      for the developerWorks Subscription specified in this 
      section (including the Program-Unique Terms), as well as 
      the License Information available for specific Programs 
      within the developerWorks Subscription. In the event of 
      a conflict in terms, the terms of the License 
      Information for developerWorks Subscription prevail over 
      the terms of the License Information for a specific 
      Program, unless the specific program is one specified as 
      "Individual Program License Applies" described in 
      section 7 below. In this case, the terms and conditions 
      specified as "Individual Program License Applies" shall 
      apply if there is an inconsistency with the terms and 
      conditions in the developerWorks Subscription License 
      Information. 

      If you obtained the Offering via membership in the IBM 
      PartnerWorld program, the terms of the PartnerWorld 
      agreement and its attachments shall apply if there is an 
      inconsistency with other terms and conditions. 

      If you obtained the Offering via membership in the IBM 
      Scholars Offering, the terms of the Scholars Offering 
      agreement and its attachments shall apply if there is an 
      inconsistency with other terms and conditions.

      (2) The Offering

      The IBM developerWorks Subscription (Offering) (formerly 
      IBM developerWorks Toolbox subscription) includes, 
      without limitation, all object code, sample source code, 
      publications, documentation and Programs. Offering 
      contents may be downloaded and viewed from the Offering 
      Web site or may be contained on the Offering media. IBM 
      may add contents to the Offering or remove contents from 
      the Offering at any time, and may make selected Offering 
      contents available at the Web site, or on Offering 
      media, or both.

      (3) IBM PartnerWorld Members

      If you obtained your license to the Offering through 
      your membership in IBM PartnerWorld, then you are not 
      only subject to the terms and conditions of this 
      Agreement, but you are also subject to the terms and 
      conditions of your PartnerWorld Agreement and any 
      applicable attachments, including the Software Usage 
      Attachment. Refer to the PartnerWorld website at ibm. 
      com/partnerworld/developer/member/admin-guide/SoftwareUsageAttachment.html 
      to review this agreement and attachment(s). If 
      PartnerWorld Agreement terms or conditions are 
      inconsistent with terms and conditions of this 
      Agreement, then the terms and conditions contained in 
      the PartnerWorld Agreement shall apply in those cases. 

      (4) IBM Scholars Program Members

      If you obtained your license to the Offering through 
      your membership in the IBM Scholars Program, then you 
      are not only subject to the terms and conditions of this 
      Agreement, but you are also subject to the terms and 
      conditions of your Agreement for IBM Scholars Offering. 
      If your Agreement for IBM Scholars Offering terms or 
      conditions are inconsistent with terms and conditions of 
      this Agreement, then the terms and conditions contained 
      in the Agreement for IBM Scholars Offering shall apply 
      in those cases. 

      (5) Usage

      You may only use the Offering for the sole purposes of 
      developing, testing, demonstrating and evaluating 
      application Programs. The Offering may not be used for 
      production use or deployed for any other purposes. 
      Testing, as defined in this Agreement, only includes the 
      use of the Offering Programs with simulated test data 
      for verification of an application prior to the 
      deployment or sale of the application. Testing, as 
      defined in this Agreement, does NOT include the use of 
      the Offering Programs (except development 
      tools/compilers): with production data, with operational 
      data, in a pre-production environment, or in a staging 
      environment. The use of a development tool debugger for 
      diagnosing application program failures is permitted for 
      all data environments/sources.

      If you acquired your license to the Offering through 
      your membership in IBM PartnerWorld, then any additional 
      restrictions as specified in the IBM PartnerWorld 
      Agreement-International, including the Software Usage 
      Attachment, also apply to your use of the Offering. 
      These restrictions include, but are not limited to: 

      - the types of activities, generally non-production and 
      non- fee earning, (except where specifically indicated 
      otherwise) that the Offering may be used for; 

      - the numbers of copies that may be made and their 
      location;

      - the time period during which the Offering may be used; 


      - applicable charges; and 

      - registration requirements.

      If you acquired your license to the Offering through 
      your membership in IBM Scholars Program, then any 
      additional restrictions as specified in the applicable 
      IBM Scholars Program Agreement also apply to your use of 
      the Offering.

      If you acquired your license to the Offering as a 
      Promotional Copy, then your usage is restricted to 
      evaluation only. 

      (6) Transfer of Rights and Obligations

      You may transfer all your rights in the Offering to 
      another party except that: 

      a) if you acquired your license to the Offering through 
      your membership in the IBM Scholars Program or as a 
      Promotional Copy, then you may not transfer the 
      Offering; and

      b) if you acquired your license to the Offering through 
      your membership in IBM PartnerWorld, then you may 
      transfer the Offering only as specified in the 
      applicable IBM PartnerWorld Agreement-International 
      Software Usage Attachment.

      The transfer of your license rights terminates your 
      authorization to use the Offering. When you transfer 
      your license rights, you must also transfer any Offering 
      media and other materials that were provided to you, and 
      you must provide IBM with the: name, address, phone 
      number, and company of the person to whom you are 
      transferring the license rights. The transfer of your 
      license rights to the Offering does not change the 
      status of the subscription. 

      (7) Additional Terms and Conditions 

      For Programs in the Offering that are designated 
      "Individual Program License Applies", you agree that 
      prior to using that Program, you will first read its 
      license. The Program's license may contain additional 
      terms and conditions that apply to that particular 
      Program. If any such additional terms or conditions are 
      inconsistent with terms and conditions of this 
      Agreement, the additional terms and conditions contained 
      in the Program's license shall apply in those cases. 
      Using the Program shall indicate your agreement to be 
      bound by its additional terms and conditions if any.

      (8) Copies 

      You, as an individual, have a personal license to make 
      and use copies of the Offering provided that you are the 
      only individual using the Offering and its copies. You 
      may make and use up to ten (10) copies of each of the 
      Programs in the Offering for the sole purposes of 
      developing, testing, demonstrating, and evaluating 
      application Programs. You may make an unlimited number 
      of copies of the content items, in the Offering, that 
      are not Programs. You must reproduce the copyright 
      notice(s) on all additional copies of the Offering. The 
      terms and conditions of this Agreement shall apply to 
      and govern all such additional copies of the Offering. 

      If you acquired your license to the Offering through 
      your membership in the IBM Scholars Program, then the 
      terms of your Agreement for IBM Scholars Offering apply 
      to the number of copies that you may make.

      If you acquired your license to the Offering through 
      your membership in the IBM PartnerWorld Program, then 
      the terms of the IBM PartnerWorld 
      Agreement-International and its applicable attachments, 
      including the Software Usage Attachment, apply to the 
      number of copies that you may make.

      (9) Technical Support 

      The Offering is provided on an "as is" basis without 
      technical support. Technical support for some Programs 
      may be available under a separate agreement for an 
      additional fee. 

      (10) License Expiration 

      Unless the license and/or agreement under which you 
      acquired the Offering specifies otherwise, your license 
      to use the individual Offering Programs will continue 
      under the terms of this Agreement after your 
      subscription has expired or if individual Programs are 
      removed from the Offering. Your license to use 
      individual Offering Programs that contain prerelease 
      code will terminate as specified in the individual 
      Program license for the prerelease code. If no 
      termination is specified for the prerelease Program, 
      then your license will terminate when such individual 
      Programs are removed from the Offering.

      (11) New Contents 

      IBM may provide you with new contents to the Offering, 
      and may make selected, new contents available at the 
      Offering Web site, or on Offering media, or both. The 
      terms and conditions of this Agreement shall apply to 
      any such new contents to the Offering. 

      (12) Subscription Levels 

      The terms and conditions of this Agreement shall apply 
      to the Offering regardless of your subscription level 
      (i.e. Starter, Professional and Enterprise Levels).

      (13) Sample Programs 

      The Offering may contain sample Programs that are 
      furnished by IBM. These examples have not been 
      thoroughly tested under all conditions. IBM, therefore, 
      cannot guarantee or imply reliability, serviceability, 
      or function of these sample Programs. You may copy, 
      modify, and distribute these sample Programs in any form 
      without payment to IBM, for the purposes of developing, 
      using, marketing and distributing application Programs 
      conforming to the application programming interface for 
      the operating platform for which the sample Programs are 
      written, provided that: 1) you agree to defend, hold 
      harmless and indemnify IBM from and against any and all 
      claims, liabilities, damages, expenses and costs arising 
      out of or in connection with your use or distribution of 
      the sample Programs, modifications thereof, or your 
      application program(s); and 2) you do not state that IBM 
      certifies or guarantees the operation of the sample 
      Programs or modifications thereof, with any hardware 
      and/or software. Each copy or partial copy of sample 
      Programs or any modifications thereof, must include a 
      copyright notice as follows: "(C) Copyright (your 
      company name) (year). Portions of this code are derived 
      from IBM Sample Programs. (C) Copyright IBM Corp. 
      1997-2004. All rights reserved."

      (14) Prerelease Code 

      The Offering may include Programs that contain 
      prerelease code which may be modified substantially 
      before general availability. These prerelease Programs 
      may not be at the level of performance or compatibility 
      of generally available IBM Programs. IBM does not 
      guarantee that any of the prerelease Programs contained 
      in the Offering will ever be made generally available. 
      Programs that contain prerelease code are designated as 
      "Individual Program License Applies", and are licensed 
      under the prerelease license terms available with such 
      Programs. 

      (15) Disabling Devices 

      The Offering may include Programs that contain a 
      disabling device which will prevent them from being used 
      after the expiration of a period of time. You will not 
      tamper with these disabling devices or the Programs. You 
      should take precautions to avoid any loss of data that 
      might result when the Programs can no longer be used.