Client Relationship Agreement: 1. Programs
Client Relationship Agreement: 1. Programs
Client Relationship Agreement: 1. Programs
This Client Relationship Agreement (CRA) and applicable Attachments and Transaction Documents (TDs) are the complete
agreement regarding transactions under this CRA (together, the “Agreement”) under which Client may order Programs, Cloud
and other Services, Machines and Appliances (collectively IBM Products) and third party products and services (Non-IBM
Products). Attachments typically contain additional terms that apply to similar types of offerings. TDs, such as service
descriptions, order documents, statements of work or supplements, contain specific details related to an order for a Product and
there may be more than one TD providing the details of an order. In the event of conflict, an Attachment prevails over this CRA
and a TD prevails over both the CRA and any Attachment.
1. Programs
a. A Program is an IBM-branded computer program and related material available for license subject to the payment of
charges. Program details are described in an Attachment called License Information (LI). Programs do not include
Machine Code or Project Materials. Programs are copyrighted and licensed (not sold). When IBM accepts an order for a
Program, Client is granted a nonexclusive license to: a) use the Program only up to its authorizations and subject to its
LI; b) make and install copies to support such authorized use; and c) make a backup copy. Programs may be used by
Client, its authorized employees and contractors only within Client’s Enterprise, and not to provide hosting or timesharing
services to any third party. Client may not sublicense, assign, or transfer the license for any Program. Additional rights
may be available for additional fees or under different terms. Client is not granted unrestricted rights to use the Program
nor has Client paid for all of the economic value of the Program. Certain Programs may contain third party code licensed
under separate agreements identified in the LI.
b. The license granted for a Program is subject to Client:
(1) reproducing copyright notices and other markings;
(2) ensuring anyone who uses the Program does so only for Client’s authorized use and complies with the license;
(3) not reverse assembling, reverse compiling, translating, or reverse engineering the Program; and
(4) not using any of the elements of the Program or related licensed material separately from the Program.
c. The metric applicable to a Program license is specified in an Attachment or TD. All licenses on a server or capacity
based metric must be licensed to the full capacity of the server on which the Program is installed, unless sub-capacity
usage is available from IBM and Client complies with the applicable sub-capacity requirements and terms as set forth in
Attachments and TDs.
2. Services - Cloud Services
a. A Cloud Service is an IBM branded offering provided by IBM and made available via a network. Each Cloud Service is
described in an Attachment or TD. Cloud Services are designed to be available 24/7, subject to maintenance. Client will
be notified of scheduled maintenance. Technical support and service level commitments, if applicable, are specified in an
Attachment or TD.
b. When IBM accepts Client’s order, IBM provides Client the authorizations specified in the TD. The term, including any
renewal term, for a Cloud Service is described in an Attachment or TD.
c. IBM will provide the facilities, personnel, equipment, software, and other resources necessary to provide the Cloud
Services and generally available user guides and documentation to support Client’s use of the Cloud Service. Client will
provide hardware, software and connectivity to access and use the Cloud Service, including any required Client-specific
URL addresses and associated certificates. An Attachment or TD may have additional Client responsibilities.
d. Client may access a Cloud Service only to the extent of authorizations acquired by Client. Client is responsible for use of
Cloud Services by any user who accesses the Cloud Service with Client’s account credentials. A Cloud Service may not
be used in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or
causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending
unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint
or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly. Client may not i)
resell direct access to a Cloud Service to a third party outside Client’s Enterprise; or ii) combine Cloud Services with
Client’s value add to create a commercially available Client branded solution for which Client charges a fee.
2.1 Content and Data Protection for Cloud Services
a. Content consists of all data, software, and information that Client or its authorized users provides, authorizes access to,
or inputs to the Cloud Service. Use of the Cloud Service will not affect Client’s existing ownership or license rights in
such Content. IBM and its contractors, and subprocessors may access and use the Content solely for the purpose of
providing and managing the Cloud Service, unless otherwise described in a TD.
b. Upon request by either party, IBM, Client or their affiliates will enter into additional agreements as required by law in the
prescribed form for the protection of personal or regulated personal data included in Content. The parties agree (and will
ensure that their respective affiliates agree) that such additional agreements will be subject to the terms of the
Agreement.
By________________________________________________ By____________________________________________
Authorized signature Authorized signature
Title: ______________________________________________ Title: __________________________________________
Enterprise number:___________________________________
Client address:_______________________________________ IBM address: 388 Phaholyothin Road, Phyathai, Bangkok
___________________________________________________ 10400
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