TERMS OF USE

IBM Technology Zone

IBM Technology Zone delivers meaningful and scalable business outcomes across all industries. With our deeply skilled multi-disciplinary squad and human-centered approach, IBM provide value-based experiences and solutions catered to your organization’s needs. Whether a custom demo in your environment or an MVP to prove value, IBM meet you where you are and work with your organization at any stage of its digital transformation journey. Technology Zone is an investment in you to co-create and innovate leveraging IBM technology and methodologies.

As part of IBM Technology Zone, IBM's Clients have the opportunity to work with IBM Engineers to evaluate and test IBM's products accessible through the Technology Zone facilities located in Poughkeepsie, NY and / or Coppell, TX USA (the Services). Services are provided for evaluation and non-production purposes only.  

Terms of Use for IBM Technology Zone

By using the Services, Client agrees to these Terms of Use for the duration of the testing engagement. Read the Terms of Use carefully. In addition, Client agrees to also follow any policies made available within the Services, including those in the Acceptable Use Policy. 

Services are very diverse, so additional terms or requirements may apply as provided with the relevant Services. Client accepts additional terms by using the Services to which they apply.

Services may be accessed remotely, and in some cases, IBM may permit physical access to the Technology Zone facilities.  These Terms of Use apply to both types of access, unless stated otherwise.

Either party may end the Services at any time by providing written notice to the other party.

Using IBM Services

IBM provides these Services to Client for the charge (if any) specified in a Supplement to these Terms of Use, as applicable, for testing in anticipation of purchasing commercial versions, if and when available. Some Services may be subject to additional terms and conditions and are not covered by these Terms of Use. Commercial versions for productive use are acquired under separate terms. 

Client may only use the Services for the intended purpose. For example, Client may not interfere with IBM Services or try to access Services using a method other than the interface and the instructions provided. Client agrees to use Services in compliance with all laws and regulations applicable to Client and its industry, including applicable export and re-export control laws and regulations. IBM may suspend terminate Services for noncompliance with terms or policies or suspected misconduct. The exchange of any confidential information will be made under a separate, signed confidentiality agreement between the parties.

Using IBM Services does not give Client ownership of, or any other intellectual property rights in, IBM Services or the IBM content Client accesses. Client may not use content in the Services unless Client obtains permission from the owner of such content or are otherwise permitted by law. Client may not use IBM branding or logos in any way. Client may not remove, obscure, or alter any legal notices displayed in, or along with, the Services.

In consideration for the use of the Services, Client agrees not to disclose, publish or disseminate any information about the performance of the Services, including the existence of the arrangement or the Terms of Use, or that testing has been conducted, without our prior written consent from IBM.

Remote Access to the Services

In connection with the Services, IBM may send administrative messages, access links, and other information. Client will need an account (Account) to use some of the Services. Client's Account will be assigned by an IBM administrator.  To protect the Account, Client agrees to keep the password confidential. Client is responsible for the activity that happens on or through its Account. If Client learns of any unauthorized use of the password or Account, Client agrees to notify IBM immediately.

Through the Account, IBM may provide remote access to one or more of the Services via connection to a secured IBM Local Area Network (the IBM LAN).   Authentication is required for accessing the IBM LAN via an encrypted Virtual Private Network (VPN) tunnel from the Internet to the Technology Zone facilities.  Without IBM's specific written advance authorization, Client cannot copy or erase any IBM-provided code or data from any of the Services.  IBM reserves the right to terminate the Internet connection immediately without notice in the sole discretion of IBM.  Client is entirely responsible for the security of Client's software, data and other content, and facilities. 

Physical Access to the Services

Upon request, IBM may allow physical access to the Services through the Technology Zone facilities.  If Client comes on-site to the Technology Zone data center, this section applies. Access to the Technology Zone facilities may be scheduled during regular business hours, which may vary.

IBM may present Client with on-site policies, which may include instructions such as signing into a visitor's log at the reception area and terms of use associated with IBM's Wi-Fi. Client agrees to comply with IBM's on-site policies during Client's visit. 

All Technology Zone visitors must be escorted and stay in authorized areas only. All visitors, and their property and vehicles, are subject to search. Client may only remove IBM property from the Tech Zone facilities with prior written permission to do so.  

Client may only access, connect and interact with the Services' tools and programs that IBM agrees are part of Client's Services engagement. Client will protect and keep confidential any user identifiers, passwords, cipher keys or IP addresses or ports IBM provides to Client and you will not copy, disclose or leave them unsecured or unattended at any time.

Client will notify IBM of any accidents, security incidents, or loss/damages to our intellectual or physical property that occur while Client is visiting the Technology Zone facilities.  At IBM's reasonable request, Client agrees to help remove any problematic Client personnel from the Technology Zone facilities.

Client's Content in IBM Services

Some Services allow Client to upload, submit, store, send or receive content. The following applies if you use Client content in the Services.

Client retains ownership of any intellectual property rights held in that content. In short, what belongs to Client remains Client's. When Client uploads, submits, stores, sends, or receives content to or through the Services, Client grants IBM (and those IBM work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes IBM make so that Client's content works better with IBM Services), communicate, publish, perform, display, and distribute such content. The rights Client grants in this license are for the limited purpose of operating, promoting, and improving IBM Services, and to develop new ones. This license continues even if Client stops using IBM Services.

Before Client provides IBM with any content and grants this license to use Client's content, Client agrees to ensure it is legally permitted to do so.  IBM cannot accept any content considered a defense article under the U.S. International Traffic in Arms regulation (ITAR) or under any other country's laws or regulations. IBM also cannot accept any content requiring an export license.

IBM will treat all Client's content as non-confidential. Any data uploaded should be synthetically generated and is uploaded at the Client's own risk. IBM will not be liable for Client’s data.

If Client submits feedback or suggestions about the Services, IBM may use Client feedback or suggestions without obligation to Client.

Client will not introduce any harmful content to IBM Services. 

Client content will be removed, deleted, and/or returned at the conclusion of Client's evaluation.

Privacy and Copyright Protection

IBM's Privacy Statement explains how IBM treat Client's personal data and protect Client's privacy when Clients use our Services. By using our Services, Client agrees that IBM can use such data in accordance with our Privacy Statement and these Terms of Use. IBM responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

Software in IBM Services

IBM grants Client a temporary, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to Client by IBM as part of the Services, solely for the Services and for the length of the Services. This temporary license is for the sole purpose of enabling Client to test and evaluate the Services, in the manner permitted by these Terms of Use. Client may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may Client reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Client has obtained IBM's prior written permission.

Modifying and Terminating IBM Services

IBM may change the Services (e.g., add or remove functionality or features, suspend or stop a Service, or add or create new limits to IBM Services) at IBM's discretion without notice. Client can stop using the Services at any time.   

IBM Warranties and Disclaimers

IBM provides the Services using a commercially reasonable level of skill and care.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ANY ADDITIONAL TERMS, NEITHER IBM NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES OR THE OUTCOME OR RESULTS OF THE SERVICES AND DOES NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET CLIENT'S NEEDS.

THE SERVICES ARE NOT DESIGNED TO COMPLY WITH ANY PARTICULAR LAW OR REGULATION.  CLIENT AGREES NOT TO PROVIDE IBM WTH ANY CONTENT THAT REQUIRES OR IMPOSES ANY LEGAL OR REGULATORY COMPLIANCE BY IBM.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IBM EXCLUDES ALL WARRANTIES.

Liability for IBM Services

IBM ASSUMES NO LIABILITY IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES AND IBM WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Client will hold harmless and indemnify IBM and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys' fees.

General Terms

Signatory accepts these terms on behalf of the Client represented in the signature block and represents it has full legal authority to do so.

IBM may modify these terms, or any additional terms, that apply to a Service, for example, to reflect changes to the law or changes to our Services. IBM will provide Client with written notice of modifications to these terms. Changes will not apply retroactively and will become effective no sooner than 14 days after written notice is provided. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If Client does not agree to the modified terms for a Service, Client may terminate use of that Service.

If there is a conflict between these Terms of Use and the additional terms, the additional terms will control for that conflict.

These Terms of Use control the relationship between IBM and Client. They do not create any third party beneficiary rights.

If Client does not comply with these Terms of Use, and IBM does not take action right away, IBM is not forfeiting its rights to take action in the future.  If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

The laws of New York, U.S.A. will apply to any disputes arising out of or relating to these Terms of Use or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of New York, USA, and Client and IBM consent to personal jurisdiction in those courts.