a. IBM Programs available under this IPAA are licensed under IBM’s International Program License Agreement (IPLA) or a designated IBM license agreement available at http://www.ibm.com/terms/pla, and the Program’s License Information document (LI) available at http://www.ibm.com/terms/?cat=software-license . If there is a conflict between the terms of this IPAA, including its applicable Attachments and TDs, and the terms of the IPLA including the applicable LI, the terms of this IPAA prevail.

b. If Client is dissatisfied with a Program for any reason, Client may terminate the license by returning the Program and proof of entitlement to IBM or the authorized IBM Business Partner within 30 days of the first acquisition date of such Program for a refund of the amount paid.

c. Trade-up licenses for IBM Programs that replace IBM Programs with active support or Non-IBM Programs may be acquired for a reduced charge. When Client installs a replacement IBM Program, the replaced IBM Program license terminates. Client agrees to uninstall and destroy all copies of the replaced IBM or Non-IBM Program, unless the trade-up license covers continued use of such replaced Program.

9.1 Program Term Licenses and Renewals

a. Programs IBM offers under term licensing models give Client a license to use a Program and access to S&S or Sustained Support, as applicable, for a term specified in applicable TDs.

b. Upon expiration of the license term, Client’s license to use the Program and access to S&S or Sustained Support, as applicable, terminates. Client is required to uninstall and destroy all copies of the affected Program. Client agrees to provide evidence of such upon request from IBM.

9.1.1 Subscription License

a. Client may not terminate entitlements for Subscription License before the end of the current term.

b. For select Programs that Client has previously licensed and has active support (Qualifying Program), Client may upgrade to a Subscription License Upgrade Program, as detailed in a TD. When a Subscription License Upgrade is acquired, Client may use the Qualifying Program and the Subscription License Program in any deployment combination up to the total number of entitlements purchased for the Subscription License Upgrade Program.

9.1.2 Monthly License

a. Client may terminate a Monthly License term early by giving IBM at least 30 days’ written notice. Client will receive a prorated refund for any whole months remaining in a prepaid term.

9.1.3 Fixed Term License

a. Client may terminate a Fixed Term License early by giving IBM at least 30 days’ written notice. Client will receive a prorated refund for any whole months remaining in a prepaid term.

9.1.4 Term License Renewal

a. If the Program is still available and Client renews for another term, IBM will renew the expiring license entitlements for the term and renewal charges specified in the TD.

b. If Client does not renew, the license term expires.

c. If Client does not renew a Subscription License Upgrade Program, the license term for the Upgrade Program expires. Client may continue to use the Qualifying Program at the Program version level in use at the end of the term or, if applicable, the designated Qualifying Program replacement. If Client elects to resume an available Support Offering for the Qualifying Program, Client must acquire the Support Offering at then current prices for all uses and installations of the Qualifying Program

d. If Client requests to renew expiring licenses at a lesser quantity of the Program uses and installations then the expiring quantity, Client must provide system generated documentation that verifies the current Program uses and installations to IBM, as specified in the Agreement. If the documentation is not received by IBM at least 30 days prior to the renewal date, Client must renew all expiring quantities.

e. Client may change the renewal option for a Term License, if available, at any time by giving IBM at least 30 days’ written notice before the end of the current term.

9.2 Full Capacity and Virtualization Requirements

a. Client must license the total number of all physical Activated Processor Cores in the physical hardware environment made available to or managed by the EP, except for those servers from which the EP has been permanently removed (Full Capacity). An Activated Processor Core is a processor core that is available for use in a physical server, regardless of whether the capacity of the processor core can be or is limited through virtualization technologies, operating system commands, BIOS settings, or similar restrictions.

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9.2.1 Virtualization Environment Products (Sub-Capacity or Container Licensing)

a. Sub-Capacity Licensing – EPs that meet the requirements for Sub-Capacity usage (see http://www.ibm.com/software/passportadvantage/subcaplicensing.html ) may be licensed under Sub-Capacity Licensing terms (Eligible Sub-Capacity Product). Client must acquire entitlements equal to the virtualization capacity available to the Eligible Sub-Capacity Product.

b. Container Licensing – EPs that meet the requirements for Container usage (see

http://www.ibm.com/software/passportadvantage/containerlicenses.html ) may be licensed under Container Licensing terms (Eligible Container Product). Client must acquire entitlements for the total number of processor cores associated with the capacity of all containers available to the Eligible Container Product.

c. Client is responsible to comply with the virtualization environments requirements to be eligible for Sub-Capacity Licensing or Container Licensing benefits.

d. Prior to an increase in Sub Capacity or Container Licensing Programs, Client must first acquire sufficient licenses, including IBM Software Subscription and Support, if applicable, to cover that increase.

e. If EP deployments do not meet the Sub-Capacity Licensing or Container Licensing requirements in this section, Client is required to license at Full Capacity.