|a. IBM’s Role
- IBM is an independent contractor, not Customer's agent, joint venturer, partner, or fiduciary.
- IBM does not undertake to perform any of Customer's regulatory obligations or assume any
responsibility for Customer's business or operations, and Customer is responsible for its use of IBM
Products and Third Party Products.
- IBM is acting as an information technology provider only.
- IBM's direction, suggested usage, or guidance or use of an IBM Product does not constitute
medical, clinical, legal, accounting, or other licensed professional advice. Customer should obtain
their own expert advice.
- Each party is responsible for determining the assignment of its and its affiliates personnel, and
their respective contractors, and for their direction, control, and compensation.
|b. Agreement Changes
- IBM may change this ADEA by providing Customer at least 30 days' notice, except that IBM may
change the terms applicable to any early access Offering made available to Customer at no charge
immediately upon providing notice to Customer at any time at IBM’s discretion.
- ADEA changes are not retroactive. They will only apply as of the effective date to:
- new orders;
- continuous IBM Products and Third Party Products that do not expire; and
- For transactions with a defined renewable contract period stated in a TD, Customer may request
that IBM defer the change effective date until the end of the current contract period.
- Customer accepts changes by placing new orders, continuing use after the change effective date, or
allowing transactions to renew after receipt of the change notice.
- Except as provided in this section, or otherwise specified a TD, all other changes to the
Agreement must be in writing accepted by both parties.
|c. Business Conduct
IBM maintains a robust set of business conduct and related guidelines covering conflicts of
interest, market abuse, anti-bribery and corruption, and fraud.
- IBM and its personnel comply with such policies and require contractors to have similar policies.
|d. Business Contact and Account Usage Information
- IBM, its affiliates, and contractors of either require use of business contact information and
certain account usage information. This information is not Content.
- Business contact information is used to communicate and manage business dealings with the
Customer. Examples of business contact information include name, business telephone, address, email,
user ID, and tax registration information.
- Account usage information is required to enable, provide, manage, support, administer, and improve
IBM Products. Examples of account usage information include digital information gathered using
tracking technologies, such as cookies and web beacons during use of an Offering.
- The IBM Privacy Statement at https://www.ibm.com/privacy/ provides additional details with respect
to IBM's collection, use, and handling of business contact and account usage information.
- When Customer provides information to IBM and notice to, or consent by, the individuals is
required for such processing, Customer will notify individuals and obtain consent.
- Neither party may assign the Agreement, in whole or in part, without the prior written consent of
- IBM may assign rights to receive payments. IBM will remain responsible to perform its obligations.
- Assignments by IBM in conjunction with the sale of the portion of IBM's business that includes an
IBM Product or Third Party Products is not restricted.
- IBM may share this Agreement and related documents in conjunction with any assignment.
|f. Enterprise Companies
- This Agreement applies to IBM and Customer accepting this Agreement and their respective
Enterprise companies that provide or acquire IBM Products or Third Party Products under this
- The parties shall coordinate the activities of their own Enterprise companies under the Agreement.
- Enterprise companies include:
- (1) companies within the same country that Customer or IBM control (by owning greater than 50%
of the voting shares); and
- (2) any other entity that controls, is controlled by, or is under common control with Customer
or IBM and has signed a participation agreement.
|g. Notices and Administration
- Notices under the Agreement from IBM to Customer will be provided by posting a notice on the
Platform, or by a message sent to the email address associated with the Customer account. Notices
from Customer to IBM must be sent to the email address specified in the Platform “Contact Us” page.
The parties consent to the use of electronic means for communications as a signed writing.
The Agreement supersedes any course of dealing, discussions, or representations between the parties.
Where approval, acceptance, consent, access, cooperation, or similar action by either party is
required, such action will not be unreasonably delayed or withheld.
|h. Cause of Action
- No right or cause of action for any third party is created by the Agreement or any transaction
Neither party will bring a legal action arising out of or related to the Agreement more than two
years after the cause of action arose.
Neither party is responsible for failure to fulfill its non-monetary obligations due to causes
beyond its control.
|i. Global Resources
- IBM may use personnel and resources in locations worldwide, including contractors, to support the
delivery of IBM Products and Third Party Products.
Customer’s use of the IBM Products and Third Party Products may result in the transfer of Content,
including personal data, across country borders.
All information, instructions, and TDs will be provided by IBM in English, and the English language
version of such documents prevails over any translated version.
|j. Use of Name/Logo
- This Agreement does not confer any rights to use any name, trade name, trademark, or other
designation of either party in advertising, publicity or other marketing activities without the
prior written approval of the other party.
- “Feedback” means any comments, suggestions, or recommendations provided by Customer to IBM related
to an Offering. Customer is under no obligation to provide Feedback. Any Feedback provided by
Customer is not confidential or proprietary and may be used or disclosed by IBM for any purpose,
including improving or enhancing IBM products and services.
|l. No Third Party Beneficiariesk
- This Agreement is not intended to, and shall not be construed to, give any third party any
interest or rights including any third-party beneficiary rights.
|m. General Disclaimers
- IBM’s statements regarding its plans, directions, and intent are subject to change or withdrawal
without notice at IBM’s sole discretion. Information regarding potential future products is intended
to outline IBM’s general product direction and should not be relied on in making a purchasing
decision. The information mentioned regarding potential future products is not a commitment,
promise, or legal obligation to deliver any material, code or functionality. The development,
release, and timing of any future features or functionality for IBM products remain at IBM’s sole
This Agreement is not a commitment by IBM to make available or deliver any technologies which are
not publicly announced or generally available from IBM.
IBM Business Partners who use or make available IBM Offerings or Third Party Products are
independent from IBM and unilaterally determine their prices and terms. IBM is not responsible for
their actions, omissions, statements, or offerings.