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Forward-looking and cautionary statements
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U.S. government restricted rights
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This Web site may provide links or references to non-IBM Web sites and resources. IBM makes no representations, warranties, or other commitments whatsoever about any non-IBM Web sites or third-party resources (including any Lenovo Web site) that may be referenced, accessible from, or linked to any IBM site. A link to a non-IBM Web site does not mean that IBM endorses the content or use of such Web site or its owner. In addition, IBM is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an IBM site. Accordingly, you acknowledge and agree that IBM is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.
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Linking to this site
All links to this Web site must be approved in writing by IBM, except that IBM consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with IBM; (c) imply that IBM approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about IBM or otherwise damage the goodwill associated with the IBM name or trademarks. As a further condition to being permitted to link to this site, you agree that IBM may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease using any IBM trademark.
Certain text in this Web site may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and IBM makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranty for additional conditions.
DISCLAIMER OF WARRANTY
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YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT WILL IBM BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF IBM IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.
IBM Acquisition Agreement
Carefully read these terms under which IBM provides Products and Services to you.
IBM will accept your order only if (1) you accept the terms of this IBM Acquisition Agreement ("Agreement"), (2) you provide a valid ship to address within Hong Kong SAR, and (3) the Product or Service is available.
You accept the terms of this Agreement by clicking to accept these terms and completing your transaction when ordering online or when ordering by telephone, by using the Product or Service.
This Agreement, including associated warranty statements, license agreements, and its applicable Attachments and Transaction Documents, is the complete agreement between you and IBM regarding your acquisition of Products or Services and replaces any prior oral or written communications between you and IBM. Any additional or different terms in any order or written communications from you are void. If you acquired your IBM Product or Service through an IBM Business Partner, the terms of this Agreement do not apply.
Unless specifically agreed to by you and IBM for any transaction, you acknowledge that the purchase of Machines, licensing of Programs, and acquisition of Services represent separate transactions which remain legally independent from one another.
A Customer set-up (CSU) machine is An IBM Machine that you install according to IBM's instructions.
Date of Installation is the following:
1) For an IBM machine that is responsible for installing, the business day after the day IBM installs it or, if you defer installation, makes it available to you for subsequent installation by IBM;
2) for a Customer-set-up Machine and a non-IBM Machine, the second business day after the Machine's standard transit allowance period; and
3) for a Program
a. basic license, the later of the following:
i. the day after its testing period ends; or
ii. the second business day after the Program's standard transit allowance period
b. copy, the date (specified in a Transaction Document) on which IBM authorizes you to make a copy of the Program, and
c. chargeable component, the date you distribute a copy of the chargeable component in support of your authorized use of the Program.
An Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. The term "Enterprise" applies only to the portion of the enterprise located in Hong Kong SAR.
IBM China/ Hong Kong Limited.
Licensed Internal Code
Licensed Internal Code (called "LIC") is Machine Code used by certain Machines IBM specifies (called "Specific Machines"). IBM will identify Specific Machines in a Transaction Document. IBM Corporation, one of its subsidiaries or a third party owns LIC including all copyrights in LIC and all copies of LIC (this includes the original LIC, copies of the original LIC, and copies made from copies). LIC is copyrighted and licensed (not sold). LIC is licensed under the terms of the agreement provided with the LIC. LIC is licensed only for use to enable a Machine to function in accordance with its Specifications and only for the capacity and capability for which you are authorized by IBM in writing and for which payment is received by IBM.
A Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM Machine and any non-IBM Machine (including other equipment) that IBM may provide to you.
Machine Code is microcode, basic input/output system code (called "BIOS"), utility programs, device drivers, and diagnostics delivered with an IBM Machine. Machine Code is licensed under the terms of the agreement provided with Machine Code. Machine Code is licensed only for use to enable a Machine to function in accordance with its Specifications and only for the capacity for which you are authorized by IBM and for which payment is received by IBM.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings and similar works) that IBM may deliver to you as part of a Service. The term materials does not include Programs, Machine Code, or LIC.
A Product is a Machine or a Program.
A Program is the following, including the original and all whole or partial copies: machinereadable instructions and data; components; audio-visual content (such as images, text, recordings, or pictures); and related licensed materials. The term "Program" includes any Program licensed under an IBM license agreement ("IBM Program") or under a third party license agreement ("non-IBM Program") that IBM may provide to you. The term does not include Machine Code or Licensed Internal Code Materials.
A Service is performance of a task, assistance, provision of advice and counsel, support, or access to a resource (such as access to an information database) IBM makes available to you.
Specified Operating Environment
Specified Operating Environment is the machines and programs with which an IBM Program is designed to operate, as described in the IBM Program specifications.
2. Agreement Structure
IBM provides additional terms in documents called "Attachments" and "Transaction Documents" which are also
part of this Agreement. "Transaction Documents" include, but are not limited, to order confirmation, order acceptance, addenda, exhibits, invoices, proofs of entitlement, and supplements.
If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction Document prevail over both of these documents.
You accept this Agreement and any additional terms in an Attachment or Transaction Document by doing any of the following:
1) signing the Attachment or Transaction Document;
2) using the Product or Service, or allowing others to do so; or
3) making any payment for the Product or Service.
A Product or Service becomes subject to this Agreement when IBM accepts your order by 1) sending you a Transaction Document, 2) shipping the Machine or making the Program available to you, or 3) providing the Service. Confirmation of IBM's receipt of your order does not constitute IBM's acceptance of your order.
Except for credit or debit card transactions, amounts are due upon receipt of invoice and payable as IBM specifies in a Transaction Document. You agree to pay accordingly, including any applicable sales, use or similar taxes, fees or duties (unless you supply exemption documentation), any late payment fee, and shipping charges.
You are responsible for personal property taxes, if any, for each Product from the date it is shipped to you. No discounts, quantity entitlements, or promotions apply unless expressly specified for this transaction.
Services for which you prepay must be used within the applicable contract period. Unless IBM specifies otherwise, IBM does not give credits or refunds for unused prepaid Services.
4. General Principals of our Relationship
Both of us agree that under this Agreement:
1) all information exchanged is nonconfidential. If either of us requires the exchange of confidential information, it will be made under a signed confidentiality agreement;
2) each of us grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted;
3) each of us may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under applicable law. An identification code (called a "user ID") contained in an electronic document is legally sufficient to verify the sender's identity and the document's authenticity;
4) each of us will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;
5) each of us will comply with all applicable laws and regulations (such as those governing export control and import);
6) neither of us will bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose unless otherwise provided by applicable law without the possibility of contractual waiver or limitation;
7) neither of us is responsible for failure to fulfill any obligations due to causes beyond its control; and
8) neither of us may assign this Agreement, in whole or in part, without the prior written consent of the other.
Any attempt to do so is void. Neither of us will unreasonably withhold such consent. The assignment of this Agreement within the Enterprise or to a successor organization by merger or acquisition does not require the consent of the other.
1) that to establish proof of purchase in order to obtain service during the warranty period, you may be required to provide a copy of your sales receipt or invoice;
2) to acquire Products and Services only for your own use, and not for remarketing;
3) to allow IBM to install mandatory engineering changes (such as those required for safety) on a Machine. Any parts IBM removes become IBM's property. You represent that you have permission from the owner and any lien holders to transfer ownership and possession of removed parts to IBM;
4) that you are responsible for the results obtained from the use of the Products;
5) that 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 below for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable; and
6) to provide IBM with sufficient, free, and safe access to your facilities for IBM to fulfill its obligations.
7) not to resell any Service without IBM's prior written consent. Any attempt to do so is void.
5. IBM Warranties
IBM provides the sole and exclusive warranty for each IBM Machine in the IBM Statement of Limited Warranty that accompanies the Machine
IBM provides the sole and exclusive warranty for each IBM Program in the Program's license agreement.
IBM expressly disclaims any and all other warranties, expressed or implied, including warranties of merchantability and fitness for a particular purpose.
Warranty for IBM services:
IBM warrants that it performs each IBM service using reasonable care and skill and according to its current description (including any completion criteria) contained in this Agreement, an Attachment or a Transaction Document
Warranty for systems:
Where IBM provides Products to you as a system, IBM warrants that they are compatible and will operate with one another. This warranty is in addition to IBM's other applicable warranties.
Warranty for IBM Machines
IBM warrants that each IBM Machine is free from defects in materials and workmanship and conforms to its specification.
The warranty period for a Machine is a specified, fixed period commencing on its Date of Installation. During the warranty period, IBM provides repair and exchange Service for the Machine, without charge, under the type of Service IBM designates for the Machine. If a Machine does not function as warranted during the warranty period and IBM is unable to either 1) make it do so or, 2) replace it with one that is at least functionally equivalent, you may return it to IBM and your money will be refunded.
6. Patents and Copyrights
For purposes of this section, the term "Product" includes Materials, Machine Code and LIC.
If a third party claims that a Product IBM provides to you infringes that party's patent or copyright, IBM will defend you against that claim at its expense and pay all costs, damages, and attorney's fees that a court finally awards or that are included in a settlement approved by IBM, provided that you:
1) promptly notify IBM in writing of the claim; and
2) allow IBM to control, and cooperate with IBM in, the defense and any related settlement negotiations.
If such a claim is made or appears likely to be made, you agree to permit IBM to enable you to continue to use the Product, or to modify it, or replace it with one that is at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, you agree to return the Product to IBM on its written request IBM will then give you a credit equal to:
1) for a Machine, your net book value provided you have followed generally-accepted accounting principles and
2) for an IBM Program, the amount paid by you or 12 months' charges (whichever is less); and
3) for Materials, the amount you paid IBM for the creation of the Materials.
This is IBM's entire obligation and your exclusive remedy regarding any claim of infringement.
Claims for Which IBM is Not Responsible
IBM has no obligation regarding any claim based on any of the following:
1) anything you provide which is incorporated into a Product or IBM's compliance with any designs, specifications, or instructions provided by you or by a third party on your behalf;
2) your modification of a Product, or an IBM Program's use in other than its Specified Operating Environment;
3) the combination, operation, or use of a Product with other products not provided by IBM as a system, or the combination, operation or use of a Product with any product, data, apparatus, or business method that IBM did not provide, or the distribution, operation or use of a Product for the benefit of a third party outside your Enterprise; or infringement by a non-IBM Product or an other IBM program alone.
7. 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 are 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) payments referred to in the Patents and Copyrights section above;
2) damages for bodily injury (including death) and damage to real property and tangible personal property; and
3) the amount of any other actual direct damages, up to the charges for the Product or Service that is the subject of the claim. For purposes of this item, the term "Product" includes LIC and Machine Code.
This limit also applies to any of IBM's subcontractors and Program developers. It is the maximum for which IBM and its subcontractors and Program developers are collectively responsible.
Items for Which IBM Is Not Liable
Under no circumstances is IBM, its subcontractors, or Program developers liable for any of the following even if informed of their possibility:
1) loss of, or damage to, your records or data; or
2) special, incidental, or indirect damages or for any economic consequential damages; or
3) lost profits, business, revenue, or anticipated savings.
Each IBM Machine is manufactured from new parts, or new and used parts, except for personal computer Machines which are originally manufactured from new parts only. In some cases, a Machine may not be new and may have been previously installed. Regardless, IBM's appropriate warranty terms apply.
Title and Risk of Loss
IBM transfers title to a Machine to you or, if you choose, your lessor, upon payment of all the amounts due. For a feature, conversion, or upgrade involving the removal of parts which become IBM's property, IBM reserves transfer of title until IBM receives payment of all the amounts due and the removed parts. Title will not be transferred when IBM supplies features, conversions or upgrades which consist solely of Machine Code or LIC.
For each Machine, IBM bears the risk of loss or damage up to the time it is delivered to the IBM-designated carrier for shipment to you or your designated location. Thereafter, you assume the risk. Each Machine will be covered by insurance, arranged and paid for by IBM for you, covering the period until it is delivered to you or your designated location. For any loss or damage, you must 1) report the loss or damage in writing to IBM within 10 business days of delivery and 2) follow the applicable claim procedure.
You agree to provide an environment meeting the specified requirements for the Machine.
IBM sells features, conversions, and upgrades for installation on Machines, and, in certain instances, only for installation on a designated, serial-numbered Machine. Many of these transactions involve the removal of parts and their return to IBM. As applicable, you represent that you have the permission from the owner and any lien holders to 1) install features, conversions, and upgrades and 2) transfer ownership and possession of removed parts (which become IBM's property) to IBM. You further represent that all removed parts are genuine, unaltered, and in good working order. A part that replaces a removed part will assume the warranty or maintenance service status of the replaced part. You agree to allow IBM to install the feature, conversion, or upgrade within 30 days of its delivery. Otherwise, IBM may terminate the transaction and you must return the feature, conversion, or upgrade to IBM at your expense.
Machine Code and LIC
Machine Code is licensed under the terms of the agreement provided with Machine Code. Machine Code is licensed only for use to enable a Machine to function in accordance with its Specifications and only for the capacity and capability for which you are authorized by IBM in writing and for which payment is received by IBM Certain Machines IBM specifies (called "Specific Machines") use Licensed Internal Code (called "LIC"). IBM identifies Specific Machines in a Transaction Document. International Business Machines Corporation, one of its subsidiaries or a third party owns LIC including all copyrights in LIC and all copies of LIC (this includes the original LIC, copies of the original LIC, and copies made from copies). LIC is copyrighted and licensed (not sold). LIC is licensed under the terms of the agreement provided with the LIC. LIC is licensed only for use to enable a Specific Machine to function in accordance with its Specifications and only for the capacity and capability for
which you are authorized by IBM in writing and for which payment is received by IBM. The capacity of certain Machines is protected by technological measures in Machine Code and LIC. You agree to IBM's implementation of such technological measures to protect Machine capacity, including measures that may impact availability of data or performance of your Machine.
Your acceptance of the terms of this Agreement includes acceptance of IBM's applicable Machine Code license, agreement provided with the Machine Code and of the Agreement for Licensed Internal Code provided with the LIC. Current versions of the IBM License Agreement for Machine Code and the IBM Agreement for Licensed Internal Code are accessible through the following URL: //www-1.ibm.com/servers/support/machine_warranties/ . Machine Code license agreements and the Agreement for Licensed Internal Code may be amended by IBM from time to time. Such amended license terms will apply only to Machine Code and LIC that is supplied after such amended terms become effective. IBM may modify the terms of either of these agreements from time to time. Such changes are not retroactive and apply only to Machine Code and LIC that IBM provides after such modifications become effective .
Title will not be transferred when IBM supplies features, conversions or upgrades which consist solely of Machine Code or LIC.
Programs are copyrighted and licensed (not sold) under the terms of the license agreements applicable to them. You accept the terms of the license for a Program according to the method specified in the license.
Neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other designations in any promotion or publication without prior written consent.
Any terms of this Agreement which by their nature extend beyond termination of a transaction remain in effect until fulfilled, and apply to both of our respective successors and assignees.
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.
You agree to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names, business phone numbers, and business 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 acting on IBM's behalf, IBM Business Partners who promote, market, and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for uses consistent with our business relationship.
The rights, duties, and obligations of each of us are valid only in Hong Kong SAR, except that all licenses are valid as specifically granted.
Both you and IBM consent to the application of the laws of Hong Kong SAR 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.
Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. Both you and IBM agree to waive any rights each may have to a trial by jury