IMPORTANT: READ CAREFULLY####Two license agreements are presented below.####1. IBM International License Agreement for Evaluation of Programs##2. IBM International Program License Agreement####If Licensee is obtaining the Program for purposes of productive use (other than evaluation, testing, trial "try or buy," or demonstration): By clicking on the "Accept" button below, Licensee accepts the IBM International Program License Agreement, without modification.####If Licensee is obtaining the Program for the purpose of evaluation, testing, trial "try or buy," or demonstration (collectively, an "Evaluation"): By clicking on the "Accept" button below, Licensee accepts both (i) the IBM International License Agreement for Evaluation of Programs (the "Evaluation License"), without modification; and (ii) the IBM International Program License Agreement (the "IPLA"), without modification.####The Evaluation License will apply during the term of Licensee's Evaluation.####The IPLA will automatically apply if Licensee elects to retain the Program after the Evaluation (or obtain additional copies of the Program for use after the Evaluation) by entering into a procurement agreement (e.g., the IBM International Passport Advantage or the IBM Passport Advantage Express agreements).####The Evaluation License and the IPLA are not in effect concurrently; neither modifies the other; and each is independent of the other.####The complete text of each of these two license agreements follow.########LICENSE INFORMATION####The Programs listed below are licensed under the following License Information terms and conditions in addition to the Program license terms previously agreed to by Client and IBM. If Client does not have previously agreed to license terms in effect for the Program, the International License Agreement for Evaluation of Programs (Z125-5543-05) applies.####Program Name (Program Number):##IBM FileNet Content Manager Connector for Salesforce 5.5 (Evaluation)####The following standard terms apply to Licensee's use of the Program.####Evaluation Period####The evaluation period begins on the date that Licensee agrees to the terms of this Agreement and ends after 30 days.####Prohibited Uses####Licensee may not use or authorize others to use the Program if failure of the Program could lead to death, bodily injury, or property or environmental damage.####Source Components and Sample Materials####The Program may include some components in source code form ("Source Components") and other materials identified as Sample Materials. Licensee may copy and modify Source Components and Sample Materials for internal use only provided such use is within the limits of the license rights under this Agreement; provided, however, that Licensee may not alter or delete any copyright information or notices contained in the Source Components or Sample Materials. IBM provides the Source Components and Sample Materials without obligation of support and "AS IS", WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.####Export and Import Restrictions####This Program may contain cryptography. Transfer to, or use by, users of the Program may be prohibited or subject to export or import laws, regulations or policies, including those of the United States Export Administration Regulations. Licensee assumes all responsibility for complying with all applicable laws, regulations, and policies regarding the export, import, or use of this Program, including but not limited to, U.S. restrictions on exports or reexports. To obtain the export classification of this Program refer to: https://www.ibm.com/products/exporting/.########LICENSE INFORMATION####The Programs listed below are licensed under the following License Information terms and conditions in addition to the Program license terms previously agreed to by Client and IBM. If Client does not have previously agreed to license terms in effect for the Program, the International Program License Agreement (Z125-3301-14) applies.####Program Name (Program Number):##IBM FileNet Content Manager Connector for Salesforce 5.5 (5724-R81)####The following standard terms apply to Licensee's use of the Program.####Limited use right####As described in the International Program License Agreement ("IPLA") and this License Information, IBM grants Licensee a limited right to use the Program. This right is limited to the level of Authorized Use, such as a Processor Value Unit ("PVU"), a Resource Value Unit ("RVU"), a Value Unit ("VU"), or other specified level of use, paid for by Licensee as evidenced in the Proof of Entitlement. Licensee's use may also be limited to a specified machine, or only as a Supporting Program, or subject to other restrictions. As Licensee has not paid for all of the economic value of the Program, no other use is permitted without the payment of additional fees. In addition, Licensee is not authorized to use the Program to provide commercial IT services to any third party, to provide commercial hosting or timesharing, or to sublicense, rent, or lease the Program unless expressly provided for in the applicable agreements under which Licensee obtains authorizations to use the Program. Additional rights may be available to Licensee subject to the payment of additional fees or under different or supplementary terms. IBM reserves the right to determine whether to make such additional rights available to Licensee.####Specifications####Program's specifications can be found in the collective Description and Technical Information sections of the Program's Announcement Letters.####Prohibited Uses####Licensee may not use or authorize others to use the Program if failure of the Program could lead to death, bodily injury, or property or environmental damage.####Source Components and Sample Materials####The Program may include some components in source code form ("Source Components") and other materials identified as Sample Materials. Licensee may copy and modify Source Components and Sample Materials for internal use only provided such use is within the limits of the license rights under this Agreement; provided, however, that Licensee may not alter or delete any copyright information or notices contained in the Source Components or Sample Materials. IBM provides the Source Components and Sample Materials without obligation of support and "AS IS", WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, NON-INFRINGEMENT OR NON-INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.####Export and Import Restrictions####This Program may contain cryptography. Transfer to, or use by, users of the Program may be prohibited or subject to export or import laws, regulations or policies, including those of the United States Export Administration Regulations. Licensee assumes all responsibility for complying with all applicable laws, regulations, and policies regarding the export, import, or use of this Program, including but not limited to, U.S. restrictions on exports or reexports. To obtain the export classification of this Program refer to: https://www.ibm.com/products/exporting/.####The following units of measure may apply to Licensee's use of the Program.####Authorized User####Authorized User is a unit of measure by which the Program can be licensed. An Authorized User is a unique person who is given access to the Program. The Program may be installed on any number of computers or servers and each Authorized User may have simultaneous access to any number of instances of the Program at one time. Licensee must obtain separate, dedicated entitlements for each Authorized User given access to the Program in any manner directly or indirectly (for example: via a multiplexing program, device, or application server) through any means. An entitlement for an Authorized User is unique to that Authorized User and may not be shared, nor may it be reassigned other than for the permanent transfer of the Authorized User entitlement to another person.####In addition to the above, the following terms apply to Licensee's use of the Program.####Salesforce Information####Licensee agrees IBM may disclose Licensee's Salesforce information regarding the number of Salesforce organizations Licensee has with Salesforce (including Salesforce organization IDs) and number of users to Salesforce, if requested.####L/N: L-VSAY-BM8TTK##D/N: L-VSAY-BM8TTK##P/N: L-VSAY-BM8TTK######IMPORTANT: READ CAREFULLY####Two license agreements are presented below.####1. IBM International License Agreement for Evaluation of Programs##2. IBM International Program License Agreement####If Licensee is obtaining the Program for purposes of productive use (other than evaluation, testing, trial "try or buy," or demonstration): By clicking on the "Accept" button below, Licensee accepts the IBM International Program License Agreement, without modification.####If Licensee is obtaining the Program for the purpose of evaluation, testing, trial "try or buy," or demonstration (collectively, an "Evaluation"): By clicking on the "Accept" button below, Licensee accepts both (i) the IBM International License Agreement for Evaluation of Programs (the "Evaluation License"), without modification; and (ii) the IBM International Program License Agreement (the "IPLA"), without modification.####The Evaluation License will apply during the term of Licensee's Evaluation.####The IPLA will automatically apply if Licensee elects to retain the Program after the Evaluation (or obtain additional copies of the Program for use after the Evaluation) by entering into a procurement agreement (e.g., the IBM International Passport Advantage or the IBM Passport Advantage Express agreements).####The Evaluation License and the IPLA are not in effect concurrently; neither modifies the other; and each is independent of the other.####The complete text of each of these two license agreements follow.######International License Agreement for Evaluation of Programs####Part 1 - General Terms####BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,####* DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE PROGRAM; AND####* PROMPTLY RETURN THE UNUSED MEDIA AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.####1. Definitions####"Authorized Use" - the specified level at which Licensee is authorized to execute or run the Program. That level may be measured by number of users, millions of service units ("MSUs"), Processor Value Units ("PVUs"), or other level of use specified by IBM.####"IBM" - International Business Machines Corporation or one of its subsidiaries.####"License Information" ("LI") - a document that provides information and any additional terms specific to a Program. The Program's LI can be found in the Program's directory, by the use of a system command, or as a booklet included with the Program.####"Program" - the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text, recordings, or pictures), and 4) related licensed materials (such as keys and documentation).####2. Agreement Structure####This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any) and the LI and is the complete agreement between Licensee and IBM regarding the use of the Program. It replaces any prior oral or written communications between Licensee and IBM concerning Licensee's use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.####3. License Grant####The Program is owned by IBM or an IBM supplier, and is copyrighted and licensed, not sold.####IBM grants Licensee a limited, nonexclusive, nontransferable license to 1) download, install, and use the Program during the evaluation period up to the Authorized Use specified in the LI solely for internal evaluation, testing, or demonstration purposes on a trial basis; 2) make and install a reasonable number of copies to support such Authorized Use, and 3) make a backup copy, all provided that####a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement;####b. the backup copy does not execute unless the backed-up Program cannot execute;####c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Program;####d. Licensee maintains a record of all copies of the Program and ensures that anyone who uses the Program (accessed either locally or remotely) 1) does so only on Licensee's behalf and 2) complies with the terms of this Agreement;####e. Licensee does not 1) use the Program for productive purposes or otherwise use, copy, modify, or distribute the Program except as expressly permitted in this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Program's components, files, modules, audio-visual content, or related licensed materials separately from that Program; 4) sublicense, rent, or lease the Program; or 5) use the Program for commercial application hosting; and####f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to support the Principal Program and subject to any limitations in the license to the Principal Program, or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs only to support this Program, and subject to any limitations in this Agreement. For purposes of this Item "f," a "Supporting Program" is a Program that is part of another IBM Program ("Principal Program") and identified as a Supporting Program in the Principal Program's LI. (To obtain a separate license to a Supporting Program without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Program.)####This license applies to each copy of the Program that Licensee makes.####3.1 Updates, Fixes, and Patches####When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.####3.2 Term and Termination####The evaluation period begins on the date Licensee agrees to the terms of this Agreement and ends upon the earliest of 1) the end of the duration or the date specified by IBM in either the License Information or a transaction document or 2) the date on which the Program automatically disables itself. Licensee will destroy the Program and all copies made of it within ten days of the end of the evaluation period. If IBM specifies in the LI that Licensee may retain the Program, and Licensee elects to do so, then the Program will be subject to a different license agreement, which IBM will provide to Licensee. In addition, a charge may apply.####IBM may terminate Licensee's license if Licensee fails to comply with the terms of this Agreement. If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee's copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties' respective successors and assignees.####THE PROGRAM MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE EVALUATION PERIOD ENDS. LICENSEE AGREES NOT TO TAMPER WITH THE DISABLING DEVICE OR THE PROGRAM. LICENSEE SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE PROGRAM CAN NO LONGER BE USED.####4. Charges####There is no charge for the use of the Program for the duration of the evaluation period.####5. No Warranties####SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, IBM MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PROGRAM OR SUPPORT, IF ANY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.####SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.####THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 5 ALSO APPLY TO ANY OF IBM'S PROGRAM DEVELOPERS AND SUPPLIERS.####MANUFACTURERS, SUPPLIERS, OR PUBLISHERS OF NON-IBM PROGRAMS MAY PROVIDE THEIR OWN WARRANTIES.####IBM DOES NOT PROVIDE SUPPORT OF ANY KIND, UNLESS IBM SPECIFIES OTHERWISE. IN SUCH EVENT, ANY SUPPORT PROVIDED BY IBM IS SUBJECT TO THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 5.####6. Licensee Data and Databases####To assist Licensee in isolating the cause of a problem with the Program, IBM may request that Licensee 1) allow IBM to remotely access Licensee's system or 2) send Licensee information or system data to IBM. However, IBM is not obligated to provide such assistance unless IBM and Licensee enter a separate written agreement under which IBM agrees to provide to Licensee that type of support, which is beyond IBM's obligations in this Agreement. In any event, IBM uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, IBM may use IBM entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes IBM to do so.####Licensee remains responsible for 1) any data and the content of any database Licensee makes available to IBM, 2) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and 3) backup and recovery of any database and any stored data. Licensee will not send or provide IBM access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that IBM may incur relating to any such information mistakenly provided to IBM or the loss or disclosure of such information by IBM, including those arising out of any third party claims.####7. Limitation of Liability####The limitations and exclusions in this Section 7 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.####7.1 Items for Which IBM May Be Liable####Circumstances may arise where, because of a default on IBM's part or other liability, Licensee is entitled to recover damages from IBM. Regardless of the basis on which Licensee is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM's entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) other actual direct damages up to U.S. $10,000 (or equivalent in local currency).####This limit also applies to any of IBM's Program developers and suppliers. It is the maximum for which IBM and its Program developers and suppliers are collectively responsible.####7.2 Items for Which IBM Is Not Liable####UNDER NO CIRCUMSTANCES IS IBM, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:####a. LOSS OF, OR DAMAGE TO, DATA;####b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR####c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.####8. Compliance Verification####For purposes of this Section 8 (Compliance Verification), "Evaluation Program Terms" means 1) this Agreement and applicable amendments and transaction documents provided by IBM, and 2) IBM software policies that may be found at the IBM Software Policy website (www.ibm.com/softwarepolicies), including but not limited to those policies concerning backup, sub-capacity pricing, and migration.####The rights and obligations set forth in this Section 8 remain in effect during the period the Program is licensed to Licensee, and for two years thereafter.####8.1 Verification Process####Licensee agrees to create, retain, and provide to IBM and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee's use of all Programs is in compliance with the Evaluation Program Terms, including, without limitation, all of IBM's applicable licensing and pricing qualification terms. Licensee is responsible for 1) ensuring that it does not exceed its Authorized Use, and 2) remaining in compliance with Evaluation Program Terms.####Upon reasonable notice, IBM may verify Licensee's compliance with Evaluation Program Terms at all sites and for all environments in which Licensee uses (for any purpose) Programs subject to Evaluation Program Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee's business, and may be conducted on Licensee's premises, during normal business hours. IBM may use an independent auditor to assist with such verification, provided IBM has a written confidentiality agreement in place with such auditor.####8.2 Resolution####IBM will notify Licensee in writing if any such verification indicates that Licensee has used any Program in excess of its Authorized Use or is otherwise not in compliance with the Evaluation Program Terms. Licensee agrees to promptly pay directly to IBM the charges that IBM specifies in an invoice for 1) any such excess use, 2) support for such excess use for the lesser of the duration of such excess use or two years, and 3) any additional charges and other liabilities determined as a result of such verification.####9. Third Party Notices####The Program may include third party code that IBM, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code ("Third Party Notices") are included for Licensee's information only. These notices can be found in the Program's NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices IBM identifies third party code as "Modifiable Third Party Code," IBM authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code. IBM's service and support obligations, if any, apply only to the unmodified Program.####10. General####a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.####b. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.####c. Licensee is prohibited from exporting the Program.####d. Licensee authorizes International Business Machines Corporation and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) to store and use Licensee's business contact information wherever they do business, in connection with IBM products and services, or in furtherance of IBM's business relationship with Licensee.####e. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement.####f. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and 2) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse.####g. Neither Licensee nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control.####h. No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee, except as permitted in Subsection 7.1 (Items for Which IBM May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable to that third party.####i. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the Program, other than as expressly warranted in Section 5 (No Warranties) above; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve.####j. IBM has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and support certain Programs. IBM Business Partners remain independent and separate from IBM. IBM is not responsible for the actions or statements of IBM Business Partners or obligations they have to Licensee.####k. The license and intellectual property indemnification terms of Licensee's other agreements with IBM (such as the IBM Customer Agreement) do not apply to Program licenses granted under this Agreement.####11. Geographic Scope and Governing Law####11.1 Governing Law####Both parties agree to the application of the laws of the country in which Licensee obtained the Program license to govern, interpret, and enforce all of Licensee's and IBM's respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.####The United Nations Convention on Contracts for the International Sale of Goods does not apply.####11.2 Jurisdiction####All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license.####For the remainder of the license and country-unique terms visit: https://www-03.ibm.com/software/sla/sladb.nsf/sla/home?OpenDocument
