IBM SmartCloud Attachment IBM SmartCloud Enterprise ...€¦ · IBM SmartCloud Attachment . IBM SmartCloud Enterprise . Services Description . Effective Date: August 31, 2012 . This

IBM SmartCloud Attachment

IBM SmartCloud Enterprise

Services Description

Effective Date: August 31, 2012

This Services Description provides the description of available Services options that IBM will provide under the terms of the IBM SmartCloud Agreement, including its Attachments. Appendix A, entitled “Terms for Developer Use Only” to this Service Description is also included and made part of this Service Description. Capitalized terms used herein have the same meaning as set forth in the IBM SmartCloud Agreement.

Table of Contents 1. Definitions............................................................................................................................................................... 1 2. Description of Services ......................................................................................................................................... 1 3. Account Set up and Services Enablement........................................................................................................... 2 4. Cloud Web Portal Services Options ..................................................................................................................... 3 5. Cloud Web Portal Service Component Software Options .................................................................................. 7 6. Additional Services Options ............................................................................................................................... 11 7. Security ................................................................................................................................................................. 19 8. Services Forum, Feedback, Support, and Maintenance ................................................................................... 20 9. Service Level Agreements................................................................................................................................... 21 10. Pilot Services........................................................................................................................................................ 23 Appendix A: Terms for Development Use Only..................................................................................................................... 25

1. Definitions In addition to the defined terms in the Agreement the following additional definitions apply for the Services.

SCE Operating System –– a selected third party operating system software that is made available as Service Component Software in an Image for which IBM provides entitlement as part of the Services.

Image –– a software image file containing the functionality of the software program(s) used with the Services that can be made up of IBM provided Service Component Software, Content provided by Customer, or be a combination of Service Component Software and Content.

Private Asset Catalog –– a view within the Services asset catalog of Images, SW Bundles, and Service Instances Customer saved, imported, or created which may be User specific or shared among Users within an Account.

Private Image –– an Image Customer creates or adds to the Private Asset Catalog.

SW Bundle –– software binaries or software commands to obtain software binaries that can be included as part of an Image that can be provided by IBM as a Service Component or provided by Customer as Content.

2. Description of Services These Services are designed to provide Customer the ability to utilize virtual computing resources to support Customer’s computing, development and testing needs. IBM will provide Customer access to the Cloud Web Portal using a password secured login that will enable Customer to access the Services. IBM utilizes multiple Cloud Data Center locations to deliver the Services. Customer acknowledges that Content will be stored as follows: i) the central infrastructure supporting the Cloud Web Portal and Customer Account contact information and User ID information provided by Customer is stored and delivered from the central business support system data center location in Raleigh, North Carolina, U.S.A. and ii) all other Content, Instances, Service Instances, Images, and SW Bundles are stored, hosted, and delivered from the operational support system data center location(s) identified in the Cloud Web Portal that Customer selects when ordering Services in the Cloud Web Portal or as identified with a specific Services option. Unless specifically stated, Content will not be copied or moved from the Cloud Data

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Center selected by Customer, unless Customer takes an explicit action to copy or move such Content or by the request or agreement of the Customer. User guide documentation for the Services is available in the Cloud Web Portal which includes a listing of the available data centers and support locations for the Services.

3. Account Set up and Services Enablement Set up activities to establish and maintain Customer’s Account and enable Customer’s access to the Services, including set up or modification of any additional Services options as set forth in section 6 (Additional Services Options) ordered by Customer are described below.

3.1 IBM Responsibilities

IBM will:

a. establish Customer’s Account and enable or modify Services selected by Customer;

b. notify Account Administrator when Services are ready for use;

c. provide to Account Administrator a welcome package which will include Services information, and applicable forms, if any, to enable configuration of specific Services (for example Enablement Form or VPN and VLAN configuration form) and email contact information for IBM’s Cloud Services Focal Point(s); and

d. provide information and access identification (IDs) required to access any additional Services options ordered by Customer.

3.2 Customer Responsibilities

Customer will:

a. obtain Internet access necessary for use of the Services with recommended Internet browser capabilities at a version and connection speed listed in the Cloud Web Portal support page;

b. review welcome package and perform activities to initiate use of the Account, verify Account information and set up, perform Services enablement activities and keep all such Account and contact information accurate and current;

c. designate up to three Account Administrators with registered IBM ID, manage changes of Account Administrators assignments (including validating, managing, and authorizing administrator access and rights and informing the Cloud Services Focal Point of such changes,), and ensure Account Administrators are aware of responsibilities with regard to the Services and the terms of the Agreement;

d. provide information required to configure any additional Services options and perform any required activities to initiate or change and manage the use of such additional Services options ordered as described herein;

e. provide valid funding authorization, such as a purchase order, if Customer requires any such authorizations for IBM to invoice charges and to keep such authorization current and provide updates on a timely basis so as not to interrupt Services;

f. monitor Services usage, coordinate, manage, educate, and be responsible for the activities of all Users and their compliance with the terms of the Agreement;

g. monitor Solution Recipients activities associated with an Instance and manage and enforce agreements with such Solution Recipients;

h. manage, allocate, delete, and control User access to the Services using registered IBM ID user identification, or as required, other user identification (“User IDs”) to enable Users to enter the Cloud Web Portal or to use any of the Services and manage Solution Recipients identifications to access any Instance; and

i. establish and enforce security practices for Account Administrators and all Users to protect all Administrator IDs and User IDs and passwords. Customer is responsible for the actions of Account Administrator, Users and any person or entity that accesses the Services on Customer’s behalf or otherwise uses Customer Account or Services in any manner, and for ensuring that each such person or entity complies with the Agreement.


3.3 Services Enablement

When Customer Account is set up, IBM will activate and make available standard Services options for use by Customer. Not all Services options may be available at the same time from all Cloud Data Centers. Customer is responsible for disabling any Services option that Customer i) does not have or fails to maintain proper Entitlements for (as described in section 5.2.2); ii) does not agree with the terms associated with using a specific Services option; or iii) does not want to make any specific Services option available for User selection or order. To disable Services options, Customer must submit an enablement confirmation form (“Enablement Form”) requesting IBM to disable selected Services options that are available to and may be ordered by Users in the Cloud Web Portal. The Customer’s view of the available Services options in the Public Asset Catalog or the Cloud Web Portal will be configured based upon such request. Customer can submit an updated Enablement Form to enable a disabled Services option or for any enablement changes at any time.

Customer is responsible for proper selection and use of any Services options by Users. For any improper use of a Services option (such as use of Service Component Software without proper Entitlements) additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for amounts: i) that would have been due for use of the Service Component Software; or ii) require Customer to obtain proper Entitlements (as described in section 5.2.2). An Enablement Form is provided in the welcome package or may be obtained from the Cloud Web Portal, to manage Services options available to Users.

Receipt of an email from an Account Administrator containing a completed Enablement Form constitutes Customer approval for IBM to disable or enable selected Services options in the Cloud Web Portal. IBM will notify the Customer when any requested actions have been completed.

Any Services options identified as a “pilot” are also subject to the terms of section 10 (Pilot Services).

4. Cloud Web Portal Services Options

4.1 Services Order Initiation and Deletion

Once the Customer Account has been set up and Services enabled, Users can log into the Cloud Web Portal or use APIs and begin using available Services. Users can submit Services orders to activate and use any of the available Cloud Web Portal Services options described in sections 4 and 5 (Cloud Web Portal Services Options and Cloud Web Portal Service Component Software Options) or to delete any active Services options. When a User wants to delete an active Services option, the User is responsible for logging into the Cloud Web Portal, and submitting a Services order to delete such Services. Use of APIs to do any of the foregoing is considered a Services order.

Upon submittal of a Services order, IBM’s automated provisioning system will initiate or delete Services based upon the Services options selected. Customer understands that selections made for each of the Services affect actual charges invoiced by IBM or an IBM Business Partner, as applicable. Customer agrees to be responsible for all charges associated with each Services order and each of the Services options selected as invoiced by IBM or an IBM Business Partner as applicable.

IBM uses automated processes to provision, activate, or delete Services ordered in the Cloud Web Portal. Customer acknowledges and understands that there is a delay from when Customer’s Services order is submitted until the automated provisioning, activation, or deletion takes effect. Such delay may be affected by the number of concurrent orders submitted by Customer and other IBM customers using the Services at the time of any such order.

During Instance configuration a private SSH key may be generated for access to the provisioned Instance. Customer is responsible for saving, maintaining, and protecting all private SSH keys for Customer Instances as IBM does not retain copies of such keys.

Users and Account Administrators will be able to view the status of a Services order submitted on the Cloud Web Portal by viewing the control panel or using appropriate APIs. Users will receive a notification if a Services order is not accepted or fails. Once the Services are made available, the provisioning status will change notifying the Services are available for access and use and Customer may begin using the Services including creating or uploading Content.

4.2 Orders for Additional Services Options

Additional Services options, as described in section 6 (Additional Services Options), such as reserved capacity and other available additional Services require extended scheduling and set up activities and are therefore not available to order from the Cloud Web Portal or using APIs.


4.3 Instance Compute Resources

Customer may order Instances and select any of the following Instance compute resource configurations consisting of the specified number of 32-bit or 64-bit virtual central processing units (“CPUs”), virtual memory and virtual local storage.

The compute resources for 32-bit and 64-bit configurations are:

Virtual Machine Component 32-bit configuration Copper Bronze Silver Gold Virtual CPUs @ 1.25GHz 1 1 2 4 Virtual Memory (GB) 2 2 4 4 Virtual Local Storage (GB) 60 235 410 410

Virtual Machine Component 64-bit

configuration Copper Bronze Silver Gold Platinum Virtual CPUs @ 1.25GHz 2 2 4 8 16 Virtual Memory (GB) 4 4 8 16 16 Virtual Local Storage (GB) 60 910 1084 1084 2108

IBM will provide the Instance compute resources on a standard unreserved “as available” basis unless Customer has reserved sufficient capacity as described in section 6.1 (Reserved Capacity Package Option). Each ordered Instance will be loaded with a selected Image as described in section 5 below (Cloud Web Portal Service Component Software Options) which will contain either a SCE Operating System, an other Service Component operating system, or a Customer provided operating system. Images only support a subset of the above compute resource configurations.

Customer is responsible for the management of all Instances and all Content within such Instances, including any work products or results from Customer’s use of the Services. Customer is responsible to back up any Content used or created in an Instance as this will not be performed automatically. In order to save any work product or other Content running on an Instance, Customer can create a Private Image, as described in section 5.5 (Private Images) prior to initiating a Services order to delete an Instance. When Customer orders deletion of an Instance, all Content stored in the Instance is deleted and not recoverable.

IBM will track and meter the per hour usage for Instances provisioned. The per hour metering for each Instance begins when the Instance is available for use and ends when the Instance is deleted. The metered amount of Instance hours will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable. For Instances using a SCE Operating System, such SCE Operating System is designated as PAYG and charges are included as part of the Instance compute resource charge.

4.4 Persistent Storage Blocks

Customer may order blocks of persistent storage to store Content and to use with an Instance. Blocks of storage are available in formatted or unformatted pre-packaged sizes. IBM will use commercially reasonable efforts to provision an ordered block of storage as resources are available. Customer may attach one block of storage to an Instance when initially provisioning the Instance and, where available, dynamically attach or detach storage blocks to an Instance up to the allowed maximum as described in the users guide available on the Cloud Web Portal.

Customer understands that when Customer deletes a storage block all Content stored within such storage block will be deleted and not recoverable. Customer is responsible for managing and implementing backup of all Content. While Customer may download Content from the Cloud Web Portal, Customer may not download or remove any Service Components, Service Component Software or SCE Operating Systems, or provide any such Service Components to third parties without express written consent from IBM.

IBM will track and meter:

a. the size and the number of hours each storage block is available for use each month; and

b. the number of input and output access requests to or from storage blocks each month rounded up to the next million.

Charges for persistent storage blocks will based upon the storage block size, number of hours the storage block is active and available, and the number of access requests metered. Customer will be invoiced for such charges for persistent storage blocks by IBM or as specified by an IBM Business Partner, as applicable.


4.5 Internet Data Transfer

IBM provides for inbound and outbound data transfers by Customer between the Cloud Data Center and the Internet to access and use the Services. Customer is responsible for providing access to and associated network bandwidth from Customer’s location to reach the Internet.

IBM will track and meter the amount of both inbound and outbound data Customer transfers. The metered amounts for inbound and outbound data transfers per month, rounded up to the next whole gigabyte (GB), will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

4.6 Reserved IP Addresses

Customer may order reserved public Internet protocol (“IP”) addresses (“Reserved IP Address”) for use on the publicly accessible shared virtual local area network (“Shared VLAN”) in a Cloud Data Center. Customer may assign an available Reserved IP Address to an Instance when ordering an Instance. A Reserved IP Address will remain available for use until Customer deletes the Reserved IP Address in the Cloud Web Portal.

IBM will track and meter per hour the number of Reserved IP Addresses Customer has available for their use whether assigned or unassigned to an Instance. The metered amount of Reserved IP Address hours will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business partner, as applicable.

4.7 Service Instances

Users may order Service Instances from the Service Instances tab in the Cloud Web Portal control panel by selecting a Service Instance from either Customer’s Private Asset Catalog or from the Public Asset Catalog. When ordered, a Service Instance will provision Services options (which may include Instances, persistent storage and IP addresses), Service Component Software, and any Content as specified in the Service Instance Descriptor or TOU on an “as available” basis unless Customer has sufficient reserved capacity as described in section 6.1 (Reserved Capacity Package Option).

Customer understands that not all the Services options and Service Component Software that are part of a Service Instance will be visible to a User or Solution Recipient in the Cloud Web Portal control panel for an Account but may be running in the background to support the Service Instance. Prior to ordering a Service Instance, Customer is therefore responsible to review the online description of the Service Instance in the Cloud Web Portal, the Service Instance Descriptor details, or TOU, as applicable, to understand the Services options and Service Component Software that will be provisioned with the Service Instance, including all charges and any specific use terms.

Customer is responsible for managing Service Instances. This includes interacting with the provisioning process as required and deleting Service Instances no longer required. Service Instances may store Content, including any work products or results from Customer’s use of the Service Instance, that may need to be managed, for example, to be backed up. Customer is responsible to review the Service Instance Descriptor or the TOU, as applicable, to determine what Services options are deleted when the Service Instance is deleted and which Services options are not deleted (e.g. persistent storage or IP addresses) until Customer takes additional action to specifically delete such remaining Services options. Any Services options that remain after deletion of a Service Instance will appear within the Customer Account as independent Services options, (e.g. persistent storage blocks not deleted when a Service Instance is deleted will appear in the persistent storage listing in the Cloud Web Portal control panel). Charges for any such Services options will continue to accrue until Customer deletes them.

Customer is responsible for managing User and Solution Recipient access to Service Instances, including any log in instructions, id’s or passwords.

4.7.1 Private Asset Catalog Service Instances

Customer can copy, upload or create Service Instance Descriptors and store them in the Private Asset Catalog for ordering of Service Instances. Customer provided Service Instance Descriptor specifications, scripts, and icons are considered Content as defined in the Agreement.

Customer is responsible for properly identifying and complying with applicable SC Terms for any Service Component Software included within a Service Instance Descriptor. If Customer shares a Service Instance Descriptor within an Account, Customer is responsible to properly identify within the Service Instance description in the Private Asset Catalog all Services options and Service Component Software use that is provisioned using such Service Instance Descriptor. Customer is responsible to comply with


the terms set forth in sections 5.2 (Service Component Use Options) and 5.3 (Use of Service Component Software) including, as applicable, obtaining proper Entitlements for each use of any BYOL Software that is used by a Service Instance.

For each Service Instance provisioned using a Customer provided Service Instance Descriptor, IBM will track and meter all Services options and PAYG Software provisioned using such Service Instance Descriptor. The metered usage will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

When Customer orders deletion of a Service Instance provisioned from a Customer created Service Instance Descriptor, the Customer Service Instance Descriptor specifications determine what Services options are deleted with the Service Instance and what Services options remain until Customer takes additional action to specifically delete any such remaining Services options. Customer agrees that any remaining Services options will continue to be metered and will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business partner, as applicable, until Customer deletes them.

4.7.2 Public Asset Catalog Service Instances

For Service Instances available from the Public Asset Catalog, a TOU will provide the description of the Service Instance including how usage will be metered and charged for. As applicable, the TOU may identify Services options, including any Service Component Software that are included and part of the Service Instance and any additional terms applicable to the use of the Service Instance. Customer understands that Service Component Software, included as part of a Service Instance, may not contain all the features or functions of the particular generally available software available directly from the software licensor.

Before ordering a Service Instance from the Public Asset Catalog, Customer should carefully review the Service Instance description and TOU, including any referenced License Agreements for Service Component Software included as part of the Service Instance, any charges and termination terms. The TOU will provide any specific usage, operational, and access terms and charging metrics for usage of the Service Instance. By ordering and accessing a Service Instance, Customer agrees to the terms of the TOU, including any reference License Agreements. Any Service Instance identified as a “pilot” are also subject to the terms of section 10 (Pilot Services).

For each Service Instance ordered from the Public Asset Catalog, IBM will track and meter the Service Instance usage as described in the TOU, which may include per hour usage of Service options or Service Component Software or may include usage metering specific to a particular Service Instance, for example per user usage. The metered usage will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

When Customer orders deletion of a Service Instance provisioned from the Public Asset Catalog, the TOU will provide details of what Services options that are deleted with the Service Instance and what Services options remain until Customer takes additional action to specifically delete any such remaining Services options.

Pre-Release Public Asset Catalog Service Instances

For a Service Instance identified as “Pre-Release” in the Public Asset Catalog (“Pre-Release Service Instance”) the following terms apply. A Pre-Release Service Instance is made available to Customer on a temporary basis, and Customer use is limited to Customer's non-productive, informational use only until IBM withdraws the Pre-Release Service Instance from the Public Asset Catalog. IBM may request feedback from Customer on use of a Pre-Release Service Instance as set forth in section 8 (Services Forum, Feedback, Support, and Maintenance).

IBM will post a notice or otherwise notify Customer when IBM withdraws a Pre-Release Service Instance from the Public Asset Catalog and Customer agrees, within a reasonable period of time, to save any Content and terminate and delete the Pre-Release Service Instance per the terms of the TOU. If a generally available Service Instance is made available, Customer may then initiate an order for the generally available Service Instance and apply the saved Content.

Notwithstanding any other terms of the Agreement or separate license agreement, IBM is not under any obligation to provide any support, updates or upgrades for Pre-Release Service Instances. IN ADDITION TO OTHER DISCLAIMERS IN THE AGREEMENT, PRE-RELEASE SERVICE INSTANCES ARE PROVIDED AS IS, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF


SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.

5. Cloud Web Portal Service Component Software Options Each Instance will be provisioned and loaded with an Image selected from either the Public Asset Catalog or Private Asset Catalog using the Cloud Web Portal interface or an API. The Public Asset Catalog contains a brief description of available Service Component Software (including Images and SW Bundles that can be included in an Image), supported Instance configurations, the available Service Component Software use options, and a link to the applicable SC Terms Attachment (may be designated as “Terms.pdf” in the Public Asset Catalog). Customer agrees that Customer and Users are responsible for viewing and complying with the SC Terms prior to any use of any Service Component Software.

Service Component Software may contain software licensed by IBM or licensed by third party software providers. Specific terms below may apply depending on the software licensor,

5.1 Service Component Operating Systems

5.1.1 SCE Operating Systems

A SCE Operating System is provided as Service Component Software under the “pay as you go” use option defined in section 5.2 item a below and use of any such SCE Operating System is in accordance with the applicable Third Party Agreement or additional IBM licensing terms as described in section 4.3 of the Agreement (Third Party Software). Depending on the selected SCE Operating System, the applicable Third Party Agreement or additional IBM licensing terms is one of the following:

● SUSE Linux Enterprise Server version 11 software is licensed from Novell to Customer under the Novell Software License Agreement found at http://www.novell.com/licensing/eula/suse/sles_11_en.pdf.

● Red Hat Enterprise Linux software is licensed from Red Hat to Customer under the Red Hat Enterprise Agreement found at http://www.redhat.com/licenses/.

● Microsoft Server software (all available versions) is licensed from Microsoft to Customer under the Microsoft Server License Agreement found at http://www-935.ibm.com/services/us/gts/html/microsoft_volume_licensing.html

There is a “No High Risk Use” requirement that the User may not use the Microsoft software (“Product”) in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of Products for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.

5.1.2 Other Operating Systems

Any other operating system included in an Image available from the Public Asset Catalog or in a Private Image saved from such Image is provided as Service Component Software under the “bring your own license entitlement” use option as defined in section 5.2 item b below and use of any such other operating system is as described in the SC Terms for the Image.

5.2 Service Component Software Use Options

IBM offers Customer several use options for Service Component Software.

a. A “pay as you go” (“PAYG”) option is available for Service Component Software identified as PAYG in the Public Asset Catalog (“PAYG Software”). The per hour usage metering for PAYG Software within an Instance will directly affect the charges Customer will be invoiced by IBM or as may be specified by an IBM Business Partner, as applicable.

b. A “bring your own license entitlement” (“BYOL”) option is available for Service Component Software identified as BYOL in the Public Asset Catalog (“BYOL Software”). The Public Asset Catalog has Service Components containing software from IBM Corporation and other third party software providers. A BYOL Software is only available if Customer has properly acquired


http://www.novell.com/licensing/eula/suse/sles_11_en.pdf

http://www.redhat.com/licenses/

authorizations to use a software product from the licensor of the software identified for the BYOL Software (“Entitlements”).

(1) For BYOL Software with software licensed by IBM Corporation, such Entitlements for IBM software must be acquired separately under IBM’s International Passport Advantage (“PA”) program. Customer can determine the number of Entitlements required toward the use of each IBM Software based on its license metric, as modified at http://www.ibm.com/software/lotus/passportadvantage/licensing_for_IBM_Cloud.html (“PA Website”). Customer may use such Entitlements only toward the use of the corresponding BYOL Software provided Customer meets the requirements set forth in this section 5.2, item b (1). Customer is responsible for providing required PA information requested in the Enablement Form for any for IBM Software that Customer may use. When Customer uses an IBM BYOL Software, Customer is responsible to i) have accepted and remain in compliance with all terms of the applicable IBM International Passport Advantage Agreements (“PA Agreements”) covering the Entitlements; ii) have accepted and remain in compliance with the PA Attachment for Sub-Capacity Licensing Terms the terms of which govern use of the Entitlements with the Services; iii) maintain a written record of any use of Entitlements with the Services; and iv) acquire and maintain current IBM software Subscription and Support services, as defined in the PA Agreements (“S&S”) for the Entitlements applied to such BYOL Software. Customers may access S&S for support of IBM BYOL Software provisioned in an Instance. Customer, and not IBM, is responsible to apply any updates or fixes for such BYOL Software once provisioned in an Instance.

(2) For BYOL Software licensed by other third parties, such Entitlements for the third party software identified in the description of the BYOL Software must be acquired separately from the licensor of such third party software. Upon provisioning of the Instance containing a third party BYOL Software, Customer may be required to provide a valid license key or other information provided with the separately acquired Entitlement to allow access to such BYOL Software. Customer is still responsible for Instance compute resource and other Services options associated with use of a third party BYOL Software even if access to the third party BYOL Software is not allowed due to improper Entitlements.

Customer represents that by selecting a BYOL Software, Customer has acquired sufficient Entitlements to cover Customer’s use of such BYOL Software on the selected Instance compute resource size in accordance with: i) for IBM BYOL Software, the requirements set forth in IBM’s PA Website and ii) for BYOL Software from other third party software providers, any terms specified by the third party licensor as applicable. Such Entitlements are to be dedicated solely to that BYOL Software running on the Instance upon which it is provisioned. Customer may request that IBM disable any BYOL Software from the Public Asset Catalog that Customer does not have proper Entitlements for or does not want their Users to utilize as described in section 3.3 (Services Enablement).

Section 8 (Services Forum, Feedback, Support, and Maintenance) provides IBM’s obligations for support for Service Component Software.

c. A “Pre-Release” (“Pre-Release”) option is available for Service Component Software identified as Pre-Release in the Public Asset Catalog (“Pre-Release Software”). A Pre-Release Software is made available to Customer on a temporary basis, and Customer’s use of a Pre-Release Software is limited to Customer's non-productive, informational use only until IBM withdraws the Pre-Release Software from availability. IBM may request feedback from Customer on its use of a Pre-Release Software as set forth in section 8 (Services Forum, Feedback, Support, and Maintenance).

IBM will post a notice or otherwise notify Customer of the withdrawal of Pre-Release Software from the Public Asset Catalog, and Customer agrees to stop using and delete Instances containing withdrawn Pre-Release Software and to delete any Private Images that originated from any such Pre-Release Software.

d. A “developer use only” (“DUO”) option is available for Service Component Software IBM designates as “DUO” in the Public Asset Catalog (“DUO Software”). Customer may only use DUO Software in accordance with the terms in Appendix A of this Service Description. DUO Software are not part of the standard Public Asset Catalog enablement and Customer must complete and submit the Enablement Form for Developer Use Only to enable DUO Software. At any time when Customer no longer meets or abides by the terms of Appendix A, Customer


http://www.ibm.com/software/lotus/passportadvantage/licensing_for_IBM_Cloud.html

must immediately stop using and delete all Instances containing DUO Software and delete any Private Images that originated from DUO Software.

Notwithstanding any other terms of the Agreement or separate license agreement, IBM is not under any obligation to provide any support, updates or upgrades for Pre-Release Software or DUO Software. IN ADDITION TO OTHER DISCLAIMERS IN THE AGREEMENT, PRE-RELEASE SOFTWARE AND DUO SOFTWARE ARE PROVIDED AS IS, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.

5.3 Use of Service Components Software

The ordering by Customer of an Instance to be provisioned with particular Service Component Software, including any Service Component Software with selected use options (as described in section 5.2 above (Service Component Software Use Options), or a Private Image built from or containing such Service Component Software will affect the charges Customer will be invoiced by IBM as set forth in the Charges Schedule or as specified by an IBM Business Partner, as applicable. The per hour usage metering for such Service Component Software begin when an Instance upon which it is provisioned is available for use and end when such Instance is deleted.

If Customer uses an Service Component Software under a use option for which it does not have proper Entitlements or which it is not eligible for, additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for equivalent amounts i) that would have been due as if the Service Component Software was a PAYG Software; ii) equal to what proper Entitlements would have been for such use; or iii) require Customer to obtain proper Entitlements under a separate agreement (as described in section 5.2, item b(1) above). When Services are acquired from IBM Business Partner, the IBM Business Partner will notify Customer of any such additional charges for any such improper use.

Customer understands IBM may provide usage data and Entitlement information provided by Customer specific to usage of a third party Service Component Software to the applicable third party supplier of that Service Component Software. Customer will be responsible to such third party supplier for any improper use.

Customer’s use of Service Component Software is governed by the applicable license agreement, which may include license information or other documentation associated with such software (“License Agreement”), available by accessing the SC Terms in the Public Asset Catalog. Such License Agreement may be a Third Party Agreement as described in the Agreement section 4.3 (Third Party Software). For Service Component Software from the IBM Corporation, applicable license agreements are also available at www.ibm.com/software/sla and select the option to “search for a specific program license agreement” and then entering the name of the IBM software within Service Component Software.

Use of any Service Component Software identified in the Public Asset Catalog as a "limited” is: 1) limited to support Customer's use of the corresponding principal program only as permitted in the License Agreement for the principal program; and 2) contingent on Customer's authorization and if required proper Entitlements to use the corresponding principal program.

Notwithstanding any terms of a License Agreement to the contrary, the following terms apply to each Service Component Software:

● the Service Component Software is provided for a term set forth in the Agreement and is not perpetual;

● no installation or download of a Service Component Software, in whole or in part, is permitted except as set forth in section entitled "Enabling Software" in the Agreement;

● no copies (including back-up copies) of a Service Component Software, in whole or in part, are permitted except as specifically set forth in this Service Description;

● no transfer of a Service Component Software, in whole or in part, is permitted; and

● any money back guarantee and warranty that may be provided in a License Agreement does not apply to Service Component Software.

For Service Component Software from the IBM Corporation, any terms in the License Agreement applicable to "Licensee" apply to Customer, and terms applicable to a “Program” apply to such Service Component Software.


http://www.ibm.com/software/sla

http://www-03.ibm.com/software/sla/sladb.nsf/search/

If there is a conflict between the terms of the Agreement and those of a License Agreement, the terms of the Agreement prevail. Service Component Software may not contain all features or functions of the particular generally available software available directly from the software licensor.

5.4 Customer Provided Software

Customer is permitted to bring and upload its own properly licensed software (sometimes referred to as “bring your own software and license” or “BYOSL”) for use within the Services. either by installing it directly on an Instance or adding it to Customer’s Private Asset Catalog as a Customer provided software (which may be an Image, SW Bundle, or operating system) to be included in an Image. Any such Customer provided software Customer brings and uploads in connection with the Services is considered Content as defined in the Agreement. Customer is responsible to ensure Customer has the necessary licenses, Entitlements, and approvals for adding, installing, uploading, transferring, and using such software with the Services.

For software Customer has licensed separately from IBM Corporation (“IBM Software”) only that listed as “eligible” in the “Table of Eligible BYOSL Software Programs” on the PA Website may be uploaded as BYOSL software for use in the Services. For such IBM Software, Customer is responsible to: i) have accepted and remain in compliance with all terms of the applicable PA Agreements covering the Entitlements; ii) have accepted and remain in compliance with the PA Attachment for Sub-Capacity Licensing Terms, and iii) maintain a written record of any use of Entitlements with the Services. Customer is responsible to have acquired sufficient Entitlements to cover Customer’s use of such IBM Software on a selected Instance compute resource size in accordance with requirements set forth on the PA Website.

5.5 Private Images

A Private Image can be created and stored in Customer’s Private Asset Catalog by either i) saving a snapshot of an Instance, which may include any modifications to Images; ii) creating a new Image using an available Image creation tool or service; iii) saving an additional copy of an Image; or iv) creating a clone of an existing Image. Each Private Image will be stored as described in section 5.5.5 (Private Image Storage) below. Use of persistent storage blocks as described in section 4.4 (Persistent Storage Blocks) is required to: i) import a Customer provided Image or other software from outside the Services for use when creating a Private Image, or ii) copy and remove a Customer provided software from the Services.

Private Images built from or containing Service Component Software will be saved with a file record of all such Service Component Software, including each use option (see section 5.2 Service Component Software Use Options). Images containing any Service Component Software may not be copied or removed from the Cloud Data Center and used outside the Services.

Customer agrees not to delete, alter or change any files or information within the Private Image asset file, including the Service Component Software list, to avoid or modify applicable charges. Any such modification of a Private Image asset file may result in any of the following actions i) assessment of additional charges as set forth in section 5.3 (Use of Service Components Software) below; ii) suspension or deletion of Instances containing modified Private Image; iii) suspension of Customer’s access to the Services, in whole or in part; or iv) termination of the Agreement and closing of Customer’s Account.

5.5.1 Instance Snapshot

Within the Cloud Web Portal, Customer may save a snapshot of a running Instance, including Content Customer may have created or added to that Instance, by creating a Private Image in the Private Asset Catalog. The Instance will be unavailable for use during the save process. The control panel page will show a “saving” status of the Instance while the Private Image is being created. The time it takes to save a Private Image may be affected by the size of the Instance and Content within the Instance.

A list of Private Images will be displayed within the control panel page of the User that created it, as well as in the User’s Private Asset Catalog that the User and Account Administrator can see. The User may designate a Private Image to be share within the Account community and store a copy the Private Image into the Account community Private Asset Catalog which enables other Users within Customer’s Account to access and use such Private Image.

5.5.2 Creating a new Private Image

Customer can create a new Private Image by using an available image creation tool or service available in the Cloud Web Portal or externally from a third party and importing the Image into the Customer’s Private Asset Catalog in the Cloud Web Portal.


5.5.3 Copying a Private Image

Customer can create a copy of a Private Image using an available API and storing a complete copy, including the Image software binaries as a new Private Image in the same or different Cloud Data Center.

5.5.4 Cloning a Private Image API

Customer may a clone a Private Image within Customer’s Private Asset Catalog using an available API, which creates a copy of the Private Image asset record which includes the start up instructions, User input and other Content, and a link to the software binaries of the originating Private Image. This cloned Private Image uses less persistent storage than the originating Private Image since it shares and uses the software binaries of the originating Private Image.

5.5.5 Private Image Storage

Private Images in the Private Asset Catalog will be stored in separate persistent storage files and not within the persistent storage blocks described in section 4.4 (Persistent Storage Blocks). For each Private Image, IBM will track and meter:

a. the amount of persistent storage used to store each copy of a Private Image rounded to the next whole gigabyte (GB); and

b. the number of input and output access requests to save each Private Image rounded up to the next million.

For each saved Private Image copy, the storage amounts used and the number of input and output requests metered will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable. Customer is responsible for managing and deleting Private Images from storage when no longer required.

5.5.6 Restoring a Private Image as an Instance

A Private Image can be provisioned in a new Instance from the Private Asset Catalog by initiating a new Instance Services order as described in section 4 (Cloud Web Portal Services Orders) above and selecting a Private Image from the Private Asset Catalog. IBM will track and meter the applicable per hour usage for any Service Component Software contained in the Private Image in any new Instance, along with the per hour usage of the Instance and other computing resources. The metered usage amount, in addition to the usage of the Instance and other computing resources will directly affect the charges Customer will be invoiced by IBM at then current rates and charges or as specified by an IBM Business Partner, as applicable. Customer is responsible to ensure Customer has proper Entitlements for all other software in the Private Image, including any BYOL Software as described in section 5.2, item b for each use of a Private Image.

6. Additional Services Options Customer may order or change additional Services options described in this section 6 (Additional Services Options) by either i) completing an Additional Services Order Form Attachment and submitting it to IBM or an IBM Business Partner or ii) by using IBM’s on-line web ordering capability (where available) to place an order. Upon acceptance of an order by IBM for additional Services, IBM will contact Customer for any scheduling or set up activities as required and will notify Customer when such additional Services are available for use.

6.1 Reserved Capacity Package Option

IBM offers Customer the additional Services option to order a “Reserved Capacity Package” to reserve Instance compute resource capacity for Customer use. Without a Reserved Capacity Package, Instance compute resources are provided on an “as available” basis as described in section 4.1 (Instance Compute Resources).

When Services are acquired from IBM, additional charges and payments terms apply for a Reserved Capacity Package as specified below. When Services are acquired from IBM Business Partner, contact your IBM Business Partner to determine availability and applicable terms for a Reserved Capacity Package.

6.1.1 Reserved Capacity Package

Customer may order a reservation package consisting of a number of reserved capacity units for a reservation period of either 6 or 12 months. For each reserved capacity unit that Customer orders, IBM will reserve compute resources as follows:


Instance Compute Resource For each Reserved Capacity Unit

Reserved Virtual CPUs @ 1.25GHz 64 CPUs Reserved Virtual Memory in gigabytes (GB) 96 GB Reserved Virtual Storage in gigabytes (GB) 9,600 GB

Upon the Reservation Start Date, as defined in section 6.1.2 below, IBM will reserve the specified number of Instance compute resources for Customer use for the selected reservation period. If during a reservation period Customer usage exceeds the specified number of reserved capacity resources, IBM will use commercially reasonable efforts to provide additional Instance compute resources on an “as available” basis until the end of the reservation period. Any unused reserved capacity will be released upon the expiration of a reservation period.

When Services are acquired from IBM, the following additional terms apply:

For the Reserved Capacity Package Customer orders, IBM will invoice and Customer agrees to pay charges as set forth in the Charges Schedule for:

a. a monthly recurring charge for the Reserved Capacity Package equal to the reserved capacity unit charge times the number of reserved capacity units ordered for each month of the selected reservation period. Such monthly recurring charge begins on the Reservation Start Date and ends upon the expiration of the selected reservation period and will be prorated based on the date during the month when the reservation period begins, changes, or ends; and

b. the preferred reserved capacity per hour usage charges for each Instance compute resource configuration within the capacity limitations of the reservation package. For Instance compute resources ordered in excess of the reserved capacity limitation, standard unreserved per hour usage charges apply. For each Instance the per hour usage charges begin when the Instance is available for use and end when the Instance is deleted. For Instances using a SCE Operating System, such SCE Operating System is designated as PAYG and charges are included as part of the Instance compute resource charge.

There are no credits or refunds for any unused reserved capacity.

6.1.2 Reserved Capacity Ordering and Acceptance

Customer can order one Reserved Capacity Package with a specified number of reserved capacity units, reservation period, and request a start date for the reservation period (“Requested Date”).

If the Requested Date is less than one month from the order date and IBM has sufficient capacity available, IBM will accept Customer’s order by notifying Account Administrator of a planned start date (“Planned Date”) the reserved capacity is estimated to be available. If capacity is not available; IBM will provide a revised Planned Date when capacity is estimated to be available.

If the Requested Date is greater than one month from the order date, IBM will accept Customer’s order and the Planned Date will be the Requested Date. IBM will continually review capacity availability and reserves the right to delay the Planned Date if capacity becomes unavailable. IBM will notify Customer at least one month prior to Planned Date if IBM determines capacity will not be available to meet the current Planned Date. Such notice will provide a revised Planned Date for when capacity is estimated to be available.

If IBM does not have capacity available and provides Customer a revised Planned Date that does not meet Customer needs, Customer may cancel an order as described below.

A reservation period starts when IBM notifies the Account Administrator that the Reserved Capacity Package is enabled and available for use (“Reservation Start Date”).

6.1.3 Delay, Cancelation, or Change to a Reserved Capacity Order

Customer may delay or cancel an order at any time prior to the Reservation Start Date by providing the Cloud Services Focal Point notice of any such delay or cancelation. Any change to an order for a Reserved Capacity Package will require Customer to cancel the existing order and submit a new order with new Reserved Capacity Package requirements.


If such notice to delay or cancel is provided within one month of the Planned Date, Customer agrees to pay as a termination charge of one month of the monthly recurring charge for the Reserved Capacity Package ordered. If cancelation is due to a delay in the Planned Date by IBM, no cancelation charges will be due.


6.1.4 Renewal of Reserved Capacity

Customer agrees that a Reservation Capacity Package will renew automatically for the same number of reserved capacity units for the same length reservation period, unless either party provides written notification to the other of its decision not to renew at least one month prior to the end of the current reservation period. For any such renewal, the reservation period for any renewal period starts upon any subsequent anniversary date of a renewal reservation period.

6.1.5 Changes to a Existing Reserved Capacity Package

Customer may add additional reserved capacity units to an existing Reserved Capacity Package at any time during the reservation period by submitting an order for additional reserved capacity units. If capacity is available, IBM will accept Customer’s order by notifying Account Administrator that the additional reserved capacity compute resources are available.

Customer may decrease the number of reserved capacity units in a Reserved Capacity Package at any time during the reservation period by submitting an order to decrease the number of reserved capacity units.


When additional reserved capacity is made available, IBM will notify the Account Administrator and adjust the Reserved Capacity Package monthly recurring charge to include the additional reserved capacity units.

The effective date of a decrease in the number of reserved capacity units and adjustment to the Reserved Capacity Package monthly recurring charge will be the date of the next full billing period as notified by IBM. If Customer orders a decrease in a Reserved Capacity Package prior to the end of a reservation period, in addition to charges for Services still in effect, IBM will invoice and Customer agrees to pay as a termination charge for the decrease in the Reserved Capacity Package, an amount equal to 70% of the monthly recurring charge for the number of reserved capacity units decreased for the remaining number of months in the reservation period.

As described in the Agreement, IBM may change the terms of the Services upon posting notice to the Cloud Web Portal. If any such change increases the reserved capacity unit charge impacting the Reserved Capacity Package monthly recurring charge, such change will not take effect for an existing Reserved Capacity Package until the expiration of the reservation period. Upon expiration of the reservation period, the then current monthly recurring charge for a Reserved Capacity Package will apply for any renewal period and will take effect upon the renewal anniversary date.

6.1.6 Reserved Capacity Termination

Customer may terminate a Reserved Capacity Package in whole at any time during the reservation period by submitting an order to terminate such package with at least one month’s written notice.


If Customer terminates prior to the end of a reservation period or if IBM terminates the Agreement for cause, IBM will invoice and the Customer agrees to pay i) all charges due for Services provided through the effective date of termination; and ii) termination charges in an amount equal to 70% of the Reserved Capacity Package monthly recurring charge for the remaining number of months in the reservation period.

6.2 Virtual Private Network Environment and Virtual Local Area Network Services

Customer may order one virtual private network environment (“VPNE”) per Cloud Data Center and up to five private virtual local area networks (“Private VLAN”) per Cloud Data Center. Customer may associate a Private VLAN to a VPNE or the Private VLAN can be standalone and not associated with a VPNE.

Customer is able to select during Instance configuration to provision an Instance within either i) the Customer’s Private VLAN established in the selected Cloud Data Center, or ii) the Cloud Data Center’s shared VLAN, publicly accessed from the Internet. Customer understands that Users can configure an Instance with multiple IP addresses associated with multiple VLANs (Customer’s Private or the Cloud Data Center’s shared VLAN) which may expose Customer to different security characteristics.

Customer understands that prior to ordering deletion of a VPNE or a Private VLAN, whether associated with a VPNE or a standalone Private VLAN, the Customer must have deleted all Instances provisioned in those environments. Customer is responsible to save any such Instance as Private Images so they may be later provisioned as a new Instance on the shared VLAN or another Private VLAN as required.


6.2.1 Virtual Private Network Environment Services

Each VPNE is required to have at least one associated Private VLAN and at least one but no more than five VPN tunnels (“VPN Tunnel”). A VPN Tunnel is an encrypted communication path, between a unique remote customer computing VPN gateway endpoint and an IBM VPN gateway endpoint in a Cloud Data Center. VPN Services include support to connect to the IBM VPNE over the Internet using Internet protocol security extensions (“IPsec”) VPN Tunnels only. When multiple Private VLANs are associated to a VPNE within a Cloud Data Center, IBM will provide routing between each Private VLAN with the VPNE.

Customer will specify one unique IP subnet range representing the Customer VPN endpoint connection for each VPN Tunnel requested. All VPN Tunnels to a VPNE within a Cloud Data Center will be connected to all of the Private VLAN associated with the VPNE. Network configuration support for Customer’s endpoint connection of a VPN Tunnel is not part of these Services.

A one time charge for each VPNE and a one time charge for each associated Private VLAN will be due upon acceptance of Customer’s order. IBM will track and meter the per hour usage for each VPNE. The per hour metering for each VPNE begins when a VPNE is available for use and ends when the VPNE is deleted. The metered amount of hours for each VPNE will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

After an initial order and set up of a VPNE within a Cloud Data Center, Customer can request changes to the VPNE by submitting an Additional Services Order Form. A one time charge for each change request per Cloud Data Center will be due upon acceptance of Customer’s order. A change request is required to change the number and configuration of any VPN Tunnels or the number or configurations of any associated Private VLANs. Deletion of the last VPN Tunnel in a Cloud Data Center will remove the VPNE for that Cloud Data Center.

6.2.2 Standalone Private VLAN Services

Customer may order standalone Private VLANs not associated with a VPNE. A one time charge for each standalone Private VLAN ordered will be due upon acceptance of Customer’s order. Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

6.2.3 Set-up Responsibilities

IBM will, for initial setup and as required for any changes requested after initial set up:

a. provide a VPN/VLAN set-up information form for each Private VLAN or VPNE, which will include VPN Tunnel configuration or change request within each Cloud Data Center;

b. upon receipt of the completed set-up form, set up the Private VLAN, VPNE, including the VPN Tunnel in the selected Cloud Data Center using information provided by Customer;

c. provide Customer network representative with information regarding the VPN configuration needed to connect to an IBM VPN gateway endpoint; and

d. schedule and conduct an activation call with Customer’s network representative at a mutually agreed to time to jointly activate a VPN Tunnel(s) for the VPNE.

Customer will, for initial setup and as required for any changes requested after initial set up:

a. designate a technically qualified network representative that can represent Customer and provide required configuration and set up information to IBM;

b. provide configuration information by completing and returning to IBM the VPN/VLAN set-up information form for each Cloud Data Center where a Private VLAN or VPNE is to be established;

c. Customer will provide a non-overlapping IP Address range for each Private VLAN or may request IBM to provide the IP range. In either case the Private VLAN will support a subnet range of private non-Internet routable IP addresses meeting RFC 1918 classless inter domain routing (CIDR) of a size between /28 to /16. Private VLAN IP addresses will only be visible within a Customer’s Private VLAN and not visible from the public Internet, or the Cloud Data Center’s Shared VLAN;

d. configuring and maintaining access from Customer’s computing environment to each IBM’s VPN Tunnel gateway;

e. perform initial preliminary set up activities related to the Customer’s managed VPN end points prior to the joint activation call;


f. have Customer network representative participate in the call to jointly activate each VPN Tunnel connection;

g. perform troubleshooting and correction of any issues with the configuration of Customer’s VPN end point, any routing issues within Customer’s network or any routing issues between Customer’s network and the IBM VPN gateway; and

h. initiate and maintain proper security controls for communications related to Private VLAN and VPN Services including but not limited to any desired protections at the entry into Customer’s data center through the Customer provided VPN gateway.

If during set up activities, Customer makes any change to the number of Private VLANs different from what was specified on the Additional Services Order from, IBM reserves the right to reconcile and adjust the Additional Services Order Form and charge Customer based upon actual Services provided.

6.3 Premium Support Services

Customer may order premium support Services that extend the base Services support provided through the Forum as described in section 8 (Services Forum, Feedback, Support, and Maintenance). Customer may also elect to supplement this premium support option by ordering the SCE Operating System support Services as described in section 6.5 (SCE Operating System Support) below.

To Customers who have ordered premium support Services, IBM will provide remote technical support to assist Customer in the use of the Cloud Web Portal, access to Services, Instance creation, and Image management functions within the Cloud Web Portal. Support of Instances or any Image once provisioned in an Instance is not provided under these premium support Services. Such support may be available under separate agreement from IBM (for example software subscription and support agreement) or from a third party vendor. Similarly, support is not provided for third party software, custom code development or debugging, or system design or configuration issues with provisioned Instances.

IBM will provide assistance for up to 3 named Customer technical representatives who will be the focal points that are authorized to submit questions or problem requests and work with IBM’s technical support center and to whom IBM may direct general technical information pertaining to the use of the Services. Customer is responsible to identify and provide current contact information for the technical representatives.

Customer technical representatives can submit service requests to IBM’s help desk by calling IBM’s telephone support, available 24x7 each day of the year or by accessing IBM’s on-line Web ticketing system. A “Service Ticket” will be created in IBM’s Web ticketing system for a properly submitted service request. The Web ticketing system and all support will be provided in the English language, however with premium support Services translation services are available for a limited number of supported languages by calling IBM’s telephone support and requesting interpretation support. Not all languages are supported.

IBM will assign additional technical support as appropriate for Service Tickets. For Service Tickets not affecting IBM’s entire customer set IBM will work on the Service Ticket during normal support hours as described in section 8 (Services Forum, Feedback, Support, and Maintenance) below.

Customer will be able to view and track progress of any Service Ticket using IBM’s Web ticketing system. When submitting a service request, the technical representative agrees to provide a complete description of the problem, error codes and all relevant and available diagnostic information.

6.4 Advanced Premium Support

Customer may order advanced premium support Services which will provide Customer with all the benefits of premium support described in section 6.3 (Premium Support) plus the following enhancements.

Customer’s technical representative will classify the support requests with an appropriate severity level based upon the severity table below. IBM’s help desk will review the service request and problem information provided by Customer and validate the severity level of the problem. IBM reserves the right to reclassify the severity level of the Service Ticket. Based upon the severity level, IBM will initiate service on a Service Ticket within the specified Response Time, 24 hours a day, seven days a week.

“Response Time” means the time elapsed between when a Service Ticket is assigned in IBM’s Web ticketing system signaling IBM has acknowledged the service incident and severity level, to the point in time when the first activity is posted to the Service Ticket indicating IBM’s activation of the resolution process. IBM will update status of a Service Ticket in IBM’s Web ticketing system.


Severity Level Response Time Severity 1 Severe Business Impact

● Critical System, network or component outage with critical impact on Customer’s service delivery

● Total loss of production service to Customer’s entire user or customer set

● Impacts one or more service level commitments

30 minutes

Severity 2 Major Business Impact

● Key component or network is down, degraded, or unusable. Potential critical impact on service delivery.

● Service performance degradation; service delivery impacted.

● Production service to partial user or customer set of Customer affected.

4 hours

Severity 3 Minor Business Impact

● A component is down, unusable, or difficult to use. Some operational impact, but no immediate impact on service delivery.

● Service outage but alternative workaround available. ● Incidents that degrade service but do not prevent

delivery of service. ● Potential exposure to ability to delivery of service with

scattered number of users or customers affected.

12 hours

Severity 4 No Business Impact

● Component or procedure, not critical to customer is unusable. Alternative is available; deferred maintenance is acceptable.

● No impact to service. ● No production affected. ● Individual user or customer affected.

24 hours

6.4.1 Advanced Premium Support Service Level Agreement

The SLA is as set forth in section 9 (Service Level Agreements.)..

6.5 SCE Operating System Support

Customer may order SCE Operating System support to enhance either premium support Services or advanced premium support Services described above. Customer may order SCE Operating System support for Linux or Windows operating systems or both. IBM will provide remote technical assistance in support of the selected SCE Operating Systems that have been provisioned through the Cloud Web Portal. Support for other operating systems provided with an Image or Customer provided software or operating systems is not provided and Customer should maintain proper maintenance and support agreements with the provider of any such software. IBM will provide Customer the contact information to receive SCE Operating System support.

This support includes:

a. IBM assistance for usage and configuration questions and general guidance on product documentation;

b. IBM assistance to isolate problem causes and provide recovery information if available from the vendor;

c. For known defects, IBM will provide corrective service information and program fixes, if available from the vendor.

d. For supported Linux SCE Operating Systems, IBM will make available new fixes for operating system open source components. IBM may make available emergency source code fixes as new defects are reported. Customer understands IBM is not a Linux distributor and does not distribute patches, maintenance updates or refreshes. Customer must receive any such maintenance updates and refreshes directly from the Linux distributor and the open source maintainer for inclusion and distribution as errata updates and patches. IBM will support these new source code fixes until such time that the Linux distributor or open source maintainer incorporates them or develops an alternate fix and distributes as errata update or patch;

e. if necessary and with Customer permission, IBM will remotely access a Customer Instance to assist in isolating a software problem cause. Customer must grant permission and provide IBM appropriate remote access. Customer will remain responsible for adequately protecting the Instance and any Content contained therein whenever Customer provides IBM remote access. Customer is responsible for protecting any access codes provided by IBM and that such are used only by Customer authorized personnel; and


f. if a new (unknown) defect is identified, IBM will report it to the appropriate vendor and notify Customer of such actions. Upon such report, IBM will consider its support requirement fulfilled since resolution of these defects is the responsibility of the third party vendor.

SCE Operating System support is not subject to nor part of any service level agreements provided as part of the advanced premium support Service. All SCE Operating System support will be provided in the English language and Customer’s technical representatives will need to be English speaking.

6.6 Object Storage

Customer may order one object storage master account (“Object Storage Account”) which allows Customer to store and retrieve data and other Content files as objects in storage which is not attached to or directly associated with Instances.

6.6.1 Object Storage Options

IBM offers Customer ability to order an available object storage package with a committed minimum monthly storage usage level (“Object Storage Package”) or to use object storage on an uncommitted pay as you go basis. If Customer orders an Object Storage Package, the commitment period is 12 months from the date IBM notifies the Account Administrator that the commitment period begins (“Commitment Start Date”) which is either 1) for new Object Storage Accounts, the date IBM notifies Customer the Object Storage Account is enabled and available for use; or 2) for an existing Object Storage Account, the date IBM notifies Customer the Object Storage Package is enabled and ready for use.

Customer may select either a one copy or a two copy policy for an Object Storage Account and select the Cloud Data Center storage facility locations from available options. With a two copy object storage policy Customer can store data and other Content in one of the two selected Cloud Data Center storage facility locations and a second copy will automatically be made in the other selected Cloud Data Center storage facility location. Customer can retrieve a consistent copy of all data and other Content Customer stores from either of the selected Cloud Data Center storage facilities. For a two copy object storage policy, a separate Cloud Data Center storage facility must be selected for each copy as copies cannot be stored in the same Cloud Data Center storage facility. Usage from all Cloud Data Center storage facilities will be tracked and counted toward an Object Storage Package commitment, if ordered.

IBM will track and meter the daily amount of total object storage used to store copies (one or two) of Customer data and other Content during each monthly billing period. IBM will calculate an average monthly storage usage (“Average Monthly Object Storage”) as the sum of the daily object storage amounts divided by the number of days in the billing period, rounded up to the next whole GB.

When Services are acquired from IBM, the following terms apply:

a. Object Storage Usage:

(1) if Customer selects an Object Storage Package, IBM will invoice and Customer agrees to pay the greater of i) a usage charge for each gigabyte (GB) of the Average Monthly Object Storage used at the rates for such selected Object Storage Package or ii) the minimum monthly charge for such selected Object Storage Package. Rates and minimum charges are set forth in the Charges Schedule.

Such usage charge begins on the Commitment Start Date and ends upon the expiration of the commitment period and will be prorated based on the date during the month when the commitment period begins, changes, or ends.

There are no credits or refunds for usage below the committed minimum monthly storage level of a selected Object Storage Package.

or;

(2) if Customer does not have an Object Storage Package, IBM will invoice and Customer agrees to pay a usage charge for each gigabyte (GB) of the Average Monthly Object Storage used at uncommitted pay as you go per GB usage charge rates as set forth in the Charge Schedule.

and

b. for all object storage usage (whether with an Object Storage Package or uncommitted pay as you go usage) Internet data transfer charges as set forth in section 4.5 (Internet Data Transfer) apply for data transfers from a Cloud Data Center storage facility. There is no charge for data transfers to a Cloud Data Center storage facility.

When Services are acquired from IBM Business Partner, the following terms apply:


Contact your IBM Business Partner to determine applicable terms for object storage.

6.6.2 Renewal of an Object Storage Package

Customer agrees that an Object Storage Package will renew automatically for an additional 12 month commitment period, unless either party provides written notification to the other of its decision not to renew at least one month prior to the end of the current commitment period. For any such renewal, the commitment period for any renewal period starts upon any subsequent anniversary date of a renewal commitment period.

6.6.3 Object Storage Account Management

Customer agrees to perform its responsibilities as described in section 3 (Account Set Up and Services Enablement) to access the object storage web portal to manage Customer’s Object Storage Account, create object storage application pools, add or remove User object storage child accounts (“Object Storage Child Account”) authorizing individual Users to access object storage, and assign User access to specific object storage application pools. Customer is responsible for managing and deleting stored data and other Content when no longer required.

Customer understands that for each User and each object storage request, metadata is created and stored by IBM. The metadata identifies the storage object, storage location, the User ID and identifying information which allows only that User to access such storage object. Customer acknowledges that metadata, including User IDs, will be stored in an object storage management system located in United States.

Customer grants IBM the right to create and store in Germany a separate additional copy of Customer data and other Content stored in object storage for IBM’s maintenance purposes only.

It is the customers responsibility to ensure data or other Content Customer stores in object storage complies with applicable laws (including data privacy and export laws) as set forth in the Agreement and Customer agrees such data and other Content can be stored in the selected Cloud Data Center storage facility locations and in Germany..

6.6.4 Object Storage Changes or Termination

Customer may change the object storage copy policy to add or remove a second copy by submitting an Additional Services Order Form. Upon receipt, IBM will make the changes and notify Customer when the change has been made.

If Customer has an Object Storage Package available for use, Customer may at any time during a commitment period submit an Additional Services Order form requesting a change to 1) increase to an Object Storage Package with a higher commitment level; 2) decrease to an Object Storage Package with a lower commitment level; or 3) terminate the Object Storage Package and continue using object storage on an uncommitted basis.

If Customer orders a change to an existing Object Storage Package, Customer understands that any such change will result in starting a new 12 month commitment period for the new Object Storage Package and the commitment period of the existing Object Storage Package will terminate.

Any such change will be effective upon the start date of the next full billing period as notified by IBM and for new object storage packages, such date will be the new Commitment Start Date for a new object storage package.


Upon the effective date of the change, IBM will adjust the charges per the then current Charge Schedule to reflect the requested change.

If Customer orders a decrease to a lower commitment level Object Storage Package or a termination of an Object Storage Package prior to the end of a commitment period, in addition to adjusted object storage charges for continuing object storage Services, IBM will invoice and Customer agrees to pay as a termination charge, an amount equal to 5% of the monthly recurring charge for the number of months remaining in the commitment period of the terminated Object Storage Package.

If Customer orders an increase to a higher commitment level Object Storage Package there are no termination charges for the early termination of the terminated Object Storage Package,

When Services are acquired from IBM Business Partner, the following terms apply:

Contact your IBM Business Partner to determine applicable terms for changes to an Object Storage Package.


6.6.5 Object Storage Account Termination

To terminate the Object Storage Account Customer must submit an Additional Services Order Form or provide written notice to IBM requesting termination of such Object Storage Account. However prior to any such request for termination Customer agrees, and is required, to close all Object Storage Child Accounts and delete all stored data and other Content. Upon receipt of a termination request, IBM will proceed to close Customer’s Object Storage Account unless stored data or other Content remains in the account. If any such data or other Content remains, IBM will send Customer a termination confirmation request with Object Storage Account closing instructions. IBM will not close the Object Storage Account until IBM receives from Customer a confirmation that all the required closing activities have been completed. Customer understands that charges continue to accrue for all object storage usage until IBM receives such confirmation and closes the Object Storage Account. Customer remains responsible to IBM or to the IBM Business Partner, as applicable, for all charges incurred through the effective date of termination. Customer understands that upon termination and closing the Object Storage Account all data and other Content will be deleted.


If Customer has an Object Storage Package and terminates the Object Storage Account prior to the end of the Object Storage Package commitment period or if IBM terminates the Agreement for cause, IBM will invoice and the Customer agrees to pay i) all charges due for Services provided through the effective date of termination; and ii) termination charges in an amount equal to 5% of the monthly recurring charge for the Object Storage Package for the remaining number of months in the commitment period.

6.6.6 Object Storage Service Level Agreement

The SLA is as set forth in section 9 (Service Level Agreements).

6.7 Enterprise On-boarding Services

Customer may order enterprise on-boarding Services where IBM will schedule 4 hours for an interactive presentation and demonstration to familiarize Account Administrators and Users with the Services available from the Cloud Web Portal. Account Administrator functions as well as the process of ordering Services from the control panel will be reviewed in detail On-boarding Services will be provided by IBM remotely over the Internet in English only.

7. Security

7.1 IBM Security Responsibilities

IBM will provide the following for the Cloud Data Center base infrastructure only:

a. physical access security for Cloud Data Centers which may include physical alarm systems, video surveillance, and motion detectors in applicable areas;

b. secure access to Cloud Web Portal via Secure Sockets Layer (HTTPS);

c. infrastructure auditing and monitoring of internal privileged users. All users utilize unique identities and credentials. Infrastructure operated and managed by IBM uses IBM’s internal data center security policy;

d. IBM has a “no touch” policy regarding Customer’s Instances and storage which means except to provide the Services or as provided in the Agreement IBM does not access Customer’s Instances or Content;

e. intrusion prevention system/intrusion detection system (IPS/IDS) monitoring of network traffic to and from Cloud Data Center to help detect incoming attacks, or malicious behaviors. IBM reserves the right to suspend, block, or delete any Instances which IBM believes are being used in a malicious manner and to block any malicious traffic. IBM will provide notice to Customer if IBM takes any such action to suspend, block, or delete an Instance;

f. weekly vulnerability scanning of the Cloud Data Center infrastructure and Service Components only. IBM does not scan specific Customer Instances;

g. discrete Customer Cloud Web Portal authentication via registered IBM ID. Customer controlled authorization of User access to functions provided by the Cloud Web Portal and the object storage web portal;

h. enable Customer to provision SSH keys on an Instance. IBM can generate the keys, or the Customer can add their own keys through the Cloud Web Portal; and


i. enable Customer ability to configure firewalls for Instances. Customer is responsible for implementing appropriate firewall rules for all Instances.

Customer agrees that IBM shall have no liability for any security-related services or advice that IBM may voluntarily provide.

7.2 Customer Security Responsibilities

Customer agrees Customer will:

a. manage and secure Instances once provisioned for Customer;

b. not access or attempt to access IBM’s secure internal network or the resources or information of other IBM customers;

c. not scan the Cloud Web Portal;

d. be responsible for selecting and implementing all Instance security, security reviews, or security procedures (such as encryption of data, virus detection, and vulnerability scan) for all Instances;

e. be responsible for managing security for Private VLANs and Virtual Private Network Environments;

f. when Customer is performing any technical security integrity review, penetration test, or vulnerability scan:

(1) only test, scan or review the Customer IP addresses that are part of the Services;

(2) only test, scan, or review the Customer Instances and not shared portions of the Cloud Data Center;

(3) maintain record of the date and time of any review, penetration test, or vulnerability scan and provide to IBM upon request;

(4) not perform such reviews more than once per calendar quarter; and

(5) not perform or simulate denial-of-service attacks;

g. manage User and Solution Recipient credentials for access to Instances and any Services;

h. initiate and maintain appropriate firewall policies to control inbound and outbound traffic from Instances;

i. change default passwords for Account IDs, Object Storage Account, User IDs or any other access identifications enabled as part of an Instance;

j. utilize secure protocols and mechanisms for accessing Instances, such as the SSH key; and

k. use Instances in accordance with the Acceptable Use Policy which includes not using in a malicious manner, including but not limited to botnet or malware hosting.

8. Services Forum, Feedback, Support, and Maintenance IBM will provide an online Cloud Services forum (“Forum”) to hold information posted by IBM and all customers of the Services and support discussions regarding the Services.

Customer may, once logged into the Account, post questions, discussion topics, and information or feedback within the Forum. Anything Customer posts to the Forum may be viewed by other customers registered to use the Services. IBM assumes no responsibility (and expressly disclaims responsibility) for the accuracy or completeness of any posted information.

IBM will provide technical support for Services through the online Forum and only thorough the Forum unless Customer orders either premium support or advanced premium support Services. IBM will monitor the Forum and respond to posts requesting technical support on use of the Cloud Web Portal, access to Services, Instance creation, and Image management functions. Forum support is in English only. IBM technical support for third party operating systems or other software is not available through this Forum.

IBM will monitor the Forum Monday through Friday (excluding national holidays) between the hours of 9 a.m. and 5 p.m. in the time zone of each Cloud Data Centers and will use commercially reasonable efforts to post answers back to the Forum by the next business day.

IBM will maintain and install updates and fixes as IBM deems appropriate to the Cloud Data Centers base infrastructure and any of the standard Service Component Software in the Public Asset Catalog. No updates or fixes will be applied to Instances, Service Instances, or any Images once provisioned in Customer’s Account.


IBM will post scheduled Services maintenance hours on the Cloud Web Portal. Services may not be available during these times. IBM reserves the right to interrupt Services to perform emergency maintenance as needed. IBM may change scheduled maintenance hours and will post to the Cloud Web Portal any such changes, as well as any emergency maintenance information.

In addition to the Forum, IBM may, from time to time, send a survey or have discussions with Customer regarding Services to obtain feedback that will assist IBM in planning and improving the Services. Customer grants IBM an irrevocable, non-exclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, modify, sublicense, distribute, and prepare derivative works based on any feedback or information Customer posts to the Forum or provides in a survey, including without limitation any suggestions, ideas, concepts, or improvements, without restriction of any kind.

9. Service Level Agreements The following service level agreements (“SLAs) are provided for the Services and Services options listed below. In the event there is a degradation of the specified Services SLA as set forth in this section, Customer will be eligible, subject to the terms below, to receive the specified Service Credit for the missed SLA, when Services are acquired from IBM.

When Services are acquired from an IBM Business Partner, contact your IBM Business Partner to determine if you qualify for a Services Credit.

Customer is not eligible for a SLA for an additional Services option if Customer did not acquire the additional Services option.

9.1 General SLA Terms

9.1.1 Definitions

Qualified Claim –– a claim validated by IBM of a missed SLA not due to any of the exclusions as set forth in section 9.1.4 below.

Services Credit –– an amount equal to the applicable credit as described below for a missed SLA.

SLA Claim –– a claim submitted by Customer of a missed SLA as described in this section.

9.1.2 Services Credit Process

For any missed SLA Customer agrees to the following process.

a. Customer may claim one (1) Services Credit per calendar month.

b. For any event that impacts more than one SLA as described above, Customer may only submit one SLA Claim caused by such one event.

c. in order to receive a Services Credit, Customer must submit a claim to the Cloud Services Focal Point and provide required documentation to substantiate the missed SLA claim by the 5th day of the month following month of the event causing the missed SLA.

d. IBM will review all claims and determine if Customer is eligible to receive a Services Credit when Services are acquired from IBM. IBM’s determination of Services Credits is final. When Services are acquired from an IBM Business Partner, contact your IBM Business Partner to determine if you qualify for a Services Credit.

e. When Services are acquired from IBM, Customer agrees to pay all invoices in full while any SLA claim is being reviewed or Service Credit is being determined.

9.1.3 Settlement of Services Credits

If a Services Credit is due, IBM will issue a subsequent invoice with the applicable Services Credit. If charges for the Services, that are subject of an SLA Claim, during a month in which a Services Credit was eligible has not been incurred, or for any other reason has been credited or waived, Customer shall not be eligible for a Services Credit for that month. Should a Services Credit be earned in the final month of Services which were acquired from IBM, IBM will apply the credit against outstanding amounts due IBM under the Agreement, and if no amounts are due, IBM will refund the credit amount to Customer. When Services are acquired from IBM Business Partner, contact your IBM Business Partner for any applicable refunds.

9.1.4 Exclusivity of Remedies

Customer agrees that its only remedies for IBM’s failure to meet service level agreements are the credits as set forth in this section 9.


The following will be excluded from the calculation of a Qualified Claim:

a. scheduled maintenance or a scheduled outage;

b. any event outside of IBM's control, including but not limited to the following examples:

(1) periods of emergency maintenance activities, or Customer requested maintenance downtime;

(2) problems with Customer provided Content, service request, or programming errors including, but not limited to, Content installation and integration, incomplete information or data;

(3) problems with Customer’s access to Internet from Customer location;

(4) system administration, commands, file transfers performed by Customer representatives, including errors associated with improper use of Services (such as improper or compromised credentials, user ids, call sequences, formatting);

(5) other activities Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and IBM’s other suppliers), and other force majeure events;

(6) Customer’s breach of its material obligations under the Agreement, including non-payment of valid invoices;

(7) Customer’s performance of any technical security integrity review, penetration test, or vulnerability scans or other Customer caused security breach; or

(8) Customer was not available to support IBM diagnosis and resolution or an incident including lack of availability or untimely response time of Customer to respond to incidents that require its participation for source identification or resolution.

9.2 Services Availability SLA

This SLA is for the availability of Cloud Web Portal Services options.

9.2.1 Definitions

Availability Percentage –– the amount, expressed as a percentage, equal to the total number of minutes in a month minus the Qualifying Outage Minutes, divided by the total number of minutes for that month.

Claimed Outage –– the period (measured in minutes) during which Customer claims a Services Loss during a month as substantiated by Customer by providing Outage Documentation.

Outage Documentation –– documented records of the dates and times of the failed Services access attempts during a month, measured in 5 minute increments to support a Claimed Outage. Such records must record the outage dates and times and received error messages for the failed attempts.

Qualifying Outage Minutes –– the aggregate of all Verified Outage minutes in a month, minus any Claimed Outage minutes in that month resulting from any exclusion as set forth in section 9.1.4 above.

Services Loss –– Customer’s inability to connect to the Cloud Data Centers that provide access to the Services to access i) the Cloud Web Portal to access Customers Account or initiate a Services order or ii) an existing Instance. If Customer can connect to one of the Cloud Data Centers to access either of such Services there is no Services Loss.

Verified Outage –– a Claimed Outage that has been verified by IBM using IBM monitoring logs of accessibility of either of the Cloud Data Centers to reach the Cloud Web Portal to view Account information, initiate a Services order or to access a Customer’s Instances. A Verified Outage begins at the first Claimed Outage from Customer as verified by IBM’s monitoring logs as a Verified Outage and ends when the IBM monitoring log shows the Services restored.

9.2.2 Services Credit

If in any month the Availability Percentage is less than 99.9%, Customer is eligible to receive a Service Credit, subject to the following process.

a. IBM will review submitted Claimed Outages and Outage Documentation against Verified Outages and calculate the Availability Percentage.

b. If the Availability Percentage is less than 99.9%, Customer will be eligible to receive a Services Credit in an amount equal to the prorated sum of the per hour charges for the base compute resource for all Instances for the number of the Qualified Outage Minutes.


9.3 Advance Premium Support SLA

IBM’s SLA is for this additional Services option that 100% of all Service Requests will meet the specified Response Time for the assigned severity level. Defined terms are as set forth in section 6.4 (Advanced Premium Support).

9.3.1 Additional Definitions

Missed Response Time – a Service Request in which the Response Time was greater than the specified Response Time for the assigned severity level.


If in any month a Service Ticket that IBM fails to meet a specified Response Time for the assigned severity level, excluding those resulting from any exclusion as set forth in section 9.1.4 above, Customer is eligible to receive a Services Credit, subject to the following process.

a. Customer must submit claim and provide supporting documentation identifying the date and time for each Missed Response Time during a month.

b. IBM will review the claimed Missed Response Time with IBM Web ticketing system data and validate it.

c. Customer will be eligible to receive a Services Credit of:

Number of Service Tickets with Validated Missed Response Time

% of the Advance Premium Support Charge for the month

1-25 Service Tickets 10% 26 or more Service Tickets 20%

9.4 Object Storage SLA

IBM’s SLA is for this additional Services option to provide availability of object storage Services at the availability level as set forth in this SLA. The availability level depends on the object storage copy policy Customer selected.

9.4.1 Definitions

Storage Failure – failure to connect to object storage servers and complete a Storage Request three consecutive times and such failure is not due to any of the exclusions outlined in section 9.1.4.

Storage Request – a valid web storage request received by the object storage servers to store or retrieve object storage data or other Content.


Object storage availability is calculated as a percentage of time object storage is available during a billing cycle by tracking the minutes the object storage is unavailable due to Storage Failures. IBM will calculate the object storage Services availability percentage for object storage by subtracting from 100% the time associated with the total number of Storage Failures divided by the time object storage should be available during a billing period, excluding Storage Failures resulting from any exclusion as set forth in section 9.1.4 above. Object storage is considered available after a Storage Failure when either i) 10 consecutive successful Storage Requests are received or ii) if within 60 minutes of a Storage Failure less than five Service Requests are received. To be eligible for a Service Credit, Customer must submit with any SLA Claim the dates, times, and duration of the Storage Failure and if requested, provide IBM the server logs that support the Storage Failure.

For a Qualified Claim, Customer will be eligible to receive a Services Credit as follows:

Copy storage policy

Object storage services availability percentage

Service Credit as a percent of object storage charges for the billing cycle of the Qualified Claim

one copy 99.0% to 99.9% 10% Two copies 99.0% to 99.99% 10%

one or two copies Less than 99.0% 25%

If the Average Monthly Object Storage used is less than five terabytes (TB),the one copy storage policy SLA will apply even if Customer has ordered a two copy policy.

10. Pilot Services IBM may from time to time offer Customer the ability to participate and use, on a limited basis, pilot Services (“Pilot Services”). Such Pilot Services are not generally available and may be used for the sole purpose of evaluating the use of the Pilot Services and providing feedback to IBM. IBM will describe an


offered Pilot Services, including signup and access requirements, delivery location, and other specifics for access and use of the Pilot Services in a bulletin (“Pilot Services Bulletin”), which may only be posted and available on-line in a specified Web site.

IBM will provide information or a link to the Pilot Services Bulletin from the Cloud Web Portal or through other specified means. Customer may be redirected outside the Cloud Web Portal for information and access to Pilot Services.

10.1 Pilot Services Participation

By requesting participation and accessing and using any Pilot Services, Customer agrees to the terms of the Pilot Services as specified in this section 10 (Pilot Services) and those contained in the Pilot Services Bulletin. Pilot Services may be provided by IBM or may be provided by a complementary third party. If provided by a third party, Customer may also have to agree to any applicable third party agreements to use the Pilot Services. Access to Pilot Services, may require a separate identification and password from the Account User ID.

Customer agrees not to use Pilot Services in a production environment nor permit anyone to access or use Pilot Services in a production environment, including uses for any commercial purposes whatsoever except as may be otherwise described in a Pilot Services Bulletin. Customer also agrees not to provide access to Pilot Services to anyone outside Customer’s Enterprise without the specific written consent of IBM. Unless otherwise specified in the Pilot Service Bulletin, Customer may use the Pilot Services at no charge during the Pilot Period. IBM may at any time limit capacity or availability of the Pilot Services during the Pilot Period.

Access to Pilot Services will be for the period specified in the Pilot Service Bulletin. At the end of the specified period, Customer’s access and use of Pilot Services will end and Customer agrees to discontinue any such access and use. Customer acknowledges and agrees that all Content will be deleted upon such expiration or termination. Transition of Content is not provided upon expiration or termination of Pilot Services.

IBM may, in its sole discretion limit participation in any Pilot at any time and participation may only be available to limited number of Customers in limited countries. Customer understands that Pilot Services may not be at a level of performance or compatibility of the Services and may not have been fully tested. The availability of the Pilot Services does not guarantee or represent that IBM will make the Pilot Services or any similar services available, or if made available, that it will be the same as the Pilot Services.

Customer may terminate participation in any Pilot Service at any time by providing written notification to IBM as set forth in the Pilot Services Bulletin or as communicated to Customer upon activation of a Pilot Service.

10.2 Additional Pilot Terms

a. No service level agreements are available for Pilot Services.

b. NOTWITHSTANDING ANYTHING IN THE AGREEMENT OR THE PILOT SERVICES BULLETIN TO THE CONTRARY, DURING THE PILOT SERVICES, IBM DOES NOT PROVIDE WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS PROHIBITED OR REQUIRED BY LAW AND THEN ONLY TO THE MINIMUM PERIOD REQUIRED BY LAW. IN ADDITION, CUSTOMER AGREES THAT IBM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMERS USE OF PILOT SERVICES, UNLESS PROHIBITED OR REQUIRED BY LAW AND THEN ONLY TO THE MINIMUM REQUIRED.

c. IBM may, from time to time, send Customer a survey or request to have discussions regarding Pilot Services Customer participates in to obtain feedback to improve the Services. Customer agrees that any response to such surveys and any feedback on Customer experience with Pilot Services may be used by IBM without restriction as set forth in section 9 (Services Forum, Feedback, Support, and Maintenance).



Appendix A: Terms for Development Use Only

The terms of this Appendix apply only for Service Component Software Customer selects with the DUO software use option (“DUO Software”). Use of DUO Software is governed by the Agreement (including this Appendix) and the SC Terms. DUO Software are only available to independent software vendor (“ISV”) or system integrator (“SI”) whose core business is solely the delivery of commercially available network delivered applications or software as a service (“SaaS”) applications for end users in the marketplace.

Customer agrees they qualify as an ISV or SI and that the following are the only authorized uses of DUO Software:

a. Demonstration and Evaluation Use - Customer may use DUO Software for demonstration, evaluation and customer proof of concept of Customer's commercially available network delivered applications or Software as a Service (SaaS) applications for end users in the marketplace.

b. Educational Use - DUO Software may be used for training of Customer's personnel, or for no-charge training of Customer's customers for Customer’s commercially available network delivered applications or Software as a Service (SaaS) applications for end users in the marketplace.

c. Development and Testing - DUO Software may be used for development and testing of generally available commercial network delivered applications or Software as a Service applications for end users in the marketplace. Notwithstanding the foregoing, any DUO Software branded as IBM Rational (Rational Software) may not be used for test purposes other than to test Customer’s applications for compatibility or interoperability with the Rational Image. Instances with IBM Rational DUO Software are limited to 2 per Customer. Rational Software may be accessed by no more than 4 users per Customer.

Customer may not use any DUO Software for productive use including fee generation. Examples of such misuse include but are not limited to i) Customer's own internal application development and test purposes, ii) unique application development or consultation services for a specific customer, iii) use within a service bureau or the operation of a service bureau, iv) the operation of a maintenance/support service, or v) deployment activities such as setting up and testing a productive hosting environment.

Customer agrees to maintain records of all uses of DUO Software and provide such records to IBM upon request. If Customer fails to comply with the terms of this Appendix or section 5.2 (d) of the Service Description, or engages in any misuse of DUO Software, additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for equivalent amounts 1) that would have been due as if the Image was a PAYG Software; or 2) equal to what proper Entitlements would have been for such use.

When Services are acquired from IBM Business Partner, the IBM Business Partner will notify Customer of any such additional charges for any such improper use.

In addition, IBM may suspend or terminate the Services, in whole or in part, as described in the Agreement and seek any other available remedies.

Documents

IBM SmartCloud Attachment IBM SmartCloud Enterprise ...€¦ · IBM SmartCloud Attachment . IBM SmartCloud Enterprise . Services Description . Effective Date: August 31, 2012 . This