IBM SaaS Offering Unique Terms Clause Samples
IBM SaaS Offering Unique Terms. For the purposes of Document-based IBM SaaS pricing, a Document is considered to be three (3) Kilo Characters or less in size. If the average size of all Documents for the month exceeds three (3) Kilo Characters, an overage charge, as specified in the Transaction Document, will be assessed based on the number of excess Kilo Characters processed, divided by three (3). If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of wor...
IBM SaaS Offering Unique Terms. The following is added as Section 16.4 Derived Benefit Locations
IBM SaaS Offering Unique Terms. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. IBM will not retain the data for longer than 180 days. The IBM SaaS may include (1) the sending or receiving of data between Customer and its partners; (2) transmission of data to and from Customer’s partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and its partners (“Transactions”) regardless of whether these Transactions are communicated by or among such entities as a result of the IBM SaaS. As reasonably required by IBM to fulfill its obligations for Set Up Services (if applicable), Customer agrees to provide sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, all at no charge to IBM. IBM is not responsible for any d...
IBM SaaS Offering Unique Terms. Per the Transaction Document, IBM will provide the solution resources required to plan, build, and implement the IBM SaaS. This will include the following phases:
a. Service Design Phase is the design of the business and technical environment. IBM will provide an assessment of Customer’s current environment including review of any previously prepared architecture document along with any additional requirements gathering for initial setup of hardware systems, communications, applications interfaces, and Partner requirements.
b. Service Provisioning Phase is the migration of the Customer’s existing trading Partner community (i.e. Entity IDs) to the IBM SaaS. Per the Transaction Document, IBM will:
(1) Implement connectivity between Customer and IBM,
(2) Implement connectivity between Customer’s Partners and IBM,
(3) Conduct connectivity testing in accordance with IBM test plans, and
(4) Work with Customer to manage the implementation of the Customer’s Partner community.
c. Operations Phase is IBM’s management of the day-to-day operations of the IBM SaaS. IBM will operate and manage facilities that house hardware and software related to Customer’s File transfer infrastructure, including equipment, communications and applications in a secure environment. If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customer. Customer will be responsible for maintaining business continuity and expectations to the Partner community, as it relates to test periods, migrations, and conversions. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IB...
IBM SaaS Offering Unique Terms. Customer shall enter into an agreement with each IBM Connect Certified AdTarget Partner to which IBM desires to syndicate data. Customer is aware that each such agreement with an IBM Connect Certified AdTarget Partner shall have its own pricing and policy considerations, as agreed to by the Customer and the respective IBM Connect Certified Partner, and to which IBM shall not be a party. In the event the Agreement is terminated, Customer must (i) notify IBM in writing of such termination and (ii) deactivate its AdTarget syndication/data transfer to the IBM Connect Certified AdTarget Partner. In connection with Customer's use of the IBM SaaS, Customer acknowledges and agrees that: (i) IBM SaaS User names, titles, company names and photographs may be posted by an IBM SaaS User as part of a profile ("Profile") and that the Profile can be viewed by other IBM SaaS Users, and (ii) at any time Customer may request that an IBM SaaS User Profile be corrected or removed from the IBM SaaS and such Profile will be corrected or removed, but removal may prevent access to the IBM SaaS. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warrantees or representations about such third party sites or services, and shall have no liability for such third party sites or services.
IBM SaaS Offering Unique Terms