International Program License Agreement
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 warranty, 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. Limited Warranty
IBM warrants that when the Program is used in the specified 
operating environment it will conform to its specifications. The 
warranty applies only to the unmodified portion of the Program. 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. 
IBM provides You with access to IBM databases containing 
information on known Program defects, defect corrections, restrictions, 
and bypasses at no additional charge. Consult the IBM Software 
Support Guide for further information at http://www.ibm.
com/software/support . IBM will maintain this information for at least one year 
after the original licensee acquires the Program ("Warranty 
Period").
If the Program does not function as warranted during the 
Warranty Period and the problem cannot be resolved with information 
available in the IBM databases, You may return the Program and its 
PoE to the party (either IBM or its reseller) 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 for instructions on how to obtain the refund. 
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE 
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES OR 
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED 
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, 
SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. 
NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR 
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY 
LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THESE WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY 
ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR 
JURISDICTION TO JURISDICTION.
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: Limited Warranty (Section 3): The following is 
added:
The warranties specified in this Section are in addition to 
any rights You may have 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: Limited Warranty (Section 3): The following is 
added:
The warranties specified in this Section are in addition to 
any rights You may have 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.
TAIWAN: Limited Warranty (Section 3): The last paragraph is 
deleted.
EUROPE, MIDDLE EAST, AFRICA (EMEA)
Limited Warranty (Section 3): In the European Union, the 
following is added:
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 Limited Warranty provision 
set out above at section 3 of this Agreement. The territorial 
scope of the Limited Warranty is worldwide.
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: Limited Warranty (Section 3): The following is 
inserted at the beginning of this Section:
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 a Program covers the functionality of the 
Program for its normal use and the Program's conformity to its 
specifications.
The final two paragraphs are replaced with the following:
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: Limited Warranty (Section 3): The same changes 
apply as those in Limited 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 replace 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 
(Limited 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: Limited Warranty (Section 3): The following 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.
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 ANY LEGAL OR OTHER ACTION RELATED TO 
A BREACH OF THIS AGREEMENT MUST BE COMMENCED NO LATER AS 
DEFINED BY THE LOCAL LAW (4 YEARS) FROM THE DATE ON WHICH THE CAUSE 
OF ACTION AROSE.
SOUTH AFRICA, NAMIBIA, LESOTHO, SWAZILAND: Limited Warranty 
(Section 3): The following is added at the end of the first 
paragraph:
notwithstanding any advice or assistance that IBM may have 
given to You prior to the selection of such Programs.
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: Limited Warranty (Section 3): The following 
replaces the first sentence in the fourth paragraph of this section:
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE 
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF 
SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
PURPOSE.
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.
Z125-3301-12 (11/2002)
LICENSE INFORMATION
The Programs listed below are licensed under the following 
terms and conditions in addition to those of the International 
Program License Agreement.
Program Name:  IBM Websphere Studio Tools Features
Program Number:  5724-D14
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.
D/N:  L-TATN-5DVL6D
P/N:  L-TATN-5DVL6D