IBM WebRunner Toolkit Subscription Product License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. IBM WILL ONLY LICENSE THE PROGRAM TO YOU IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PROCEED WITH PLACING YOUR ORDER OR USING THE SUBSCRIPTION PRODUCT. The IBM WebRunner Toolkit Subscription Product is composed of individual Subscription Programs licensed to you under this agreement. The Subscription Programs are owned by IBM Corporation. or a IBM supplier, and are copyrighted and licensed, not sold. You will be provided a subscription key sent to you in an electronic form. This electronic correspondence will serve as your Proof of Entitlement and should be retained. The subscription key will provide you with access to the "for fee" WebRunner Toolkit Subscription Area of IBM's web-site for a period of one calender year from the date the license fee was paid (Subscription Period) and you are granted the right to up to 80 downloads from the Subscription Area in each calendar month of the Subscription Period. During the Subscription Period, IBM may add new Subscription Programs and/or update existing Subscription Programs. IBM may remove specific Subscription Programs upon 60 days advance notice to current subscribers via email and notice in the WebRunner Toolkit Subscription Area. Program Service as described in Section 4 of this agreement will continue to be provided for any removed Subscription Programs for the remainder of your Subscription Period or 12 months, which ever is less. 1. License IBM grants you a nonexclusive license for each of the Subscription Programs. The term "Subscription Program" means an individual Subscription Program, any updated or revised versions subsequently obtained via download, and all whole or partial copies of each, including portions merged into other programs. Each Program consists of machine-readable instructions, audio/visual content (such as images, text, recordings, or pictures) and related licensed materials. Use of Subscription Programs You may use each Subscription Program on only one machine at any one time, except as otherwise stated in this section. A Subscription Program is considered to be in use when it resides in memory or is otherwise stored on a machine. A Subscription Program stored on a network server solely for the purpose of being distributed to other machines is not considered to be in use. The Subscription Programs are designated for home or travel use and may be stored on the primary and another machine, provided each Subscription Program is not in active use on both machines at the same time. You may not: 1) use, copy, merge, or transfer the Subscription Programs except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Subscription Programs except as specifically permitted by law without the possibility of contractual waiver; or 3) sublicense, rent or lease the Subscription Programs. The Subscription Programs may be copied for backup, used, modified, merged into other applications, and redistributed as part of your application in bytecode (object code) form when your application is dependent upon them, with your agreement that: 1- Your application adds significant additional value above that provided by the Subscription Programs. 2- The Application Programming Interfaces (API's) of redistributed Subscription Programs will not be exposed, documented, or otherwise made available from your application. 3- You are responsible for all technical assistance for your application. 4- You agree to prohibit the recipient from copying (except for backup purposes), transferring, reverse assembling, reverse compiling, or otherwise translating the application except as specifically permitted by law without the possibility of contractual waiver. 5- You agree not to remove any copyright notice and any other legend of ownership on each copy, or partial copy, of the Subscription Programs and to include the following notice with your application's copyright notices: Portions of this program are copyrighted by IBM Corporation. Transfer of Rights and Obligations You may transfer all your rights and obligations under this license for the Subscription Product to another party. To transfer such rights and obligations, you must: 1) transfer a copy of this Agreement, all other documentation (including Proof of Entitlement) and the User ID and password you registered the first time you accessed the Subscription Area of IBM's web-site; and 2) notify IBM by following the instructions in the Subscription Area. Your license is then terminated. 2. Charges, Payment, and Taxes Payment must be made to the party from whom you acquired the Subscription Product. If any authority imposes a duty, tax, levy or fee (excluding those based on IBM's net income) on the Subscription Product under this Agreement, you agree to pay that amount or supply appropriate exemption documentation. 3. Limited Warranty If you are the original licensee of WebRunner Toolkit Subscription Product and are dissatisfied with it for any reason, you may return the complete product for a refund during the thirty day period following your purchase of the license. If you acquired the Subscription Product from a dealer using electronic means of distribution, you should follow the return procedure described by that dealer. THE SUBSCRIPTION PROGRAMS ARE PROVIDED "AS IS" WITHOUT ANY IBM WARRANTIES (OR CONDITIONS), EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM, INCLUDING THE IMPLIED WARRANTIES (OR CONDITIONS) OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PROGRAM AND DOCUMENTATION REMAINS WITH YOU. These warranties give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusion or limitation may not apply to you. In that event such warranties are limited in duration to the warranty period. No warranties apply after that period. 4. Program Services Limited Program services will be provided during the Subscription Period via electronic media. Questions should be sent through electronic media as designated in the WebRunner Toolkit Subscription Area of IBM's World Wide Web site. Toolkit subscribers requiring more extensive support services should contact IBM to negotiate a special support contract on an as-needed basis by following the instructions in the Subscription Area. 5. Patents and Copyrights If a third party claims that a Subscription Program IBM provides to you infringes that party's patent or copyright, IBM will, at its expense, defend you against that claim and pay all costs, damages, and attorney's fees that a court finally awards, provided that you 1) promptly notify IBM in writing of the claim and 2) allow IBM to control, and cooperate with IBM in, the defense and any related settlement negotiations. If such a claim is made or appears likely to be made, you agree to permit IBM to enable you to continue to use the Subscription Program, or to modify it, or replace it with one that is at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, you agree to delete or destroy all copies of the specific Subscription Program upon IBM's written request. IBM will then refund the amount you paid for the annual Subscription Product and you will continue to have the rights granted to you in this agreement for all other Subscription Programs. This is IBM's entire obligation to you regarding any claim of infringement. IBM has no obligation regarding any claim based on any of the following: 1) your modification of a Subscription Program; 2) the combination, operation, or use of a Subscription Program with any programs, data, or apparatus that IBM did not provide; or 3) infringement by a non-IBM Program. 6. Limitation of Liability Regardless of the basis on which you may be entitled to recover damages from IBM, for any claim (including fundamental breach, negligence, misrepresentation or other tort), IBM's liability will only be for 1) payments referred to in the patents and copyrights terms described above; 2) bodily injury (including death), and damage to real property and tangible personal property; and 3) the amount of any other actual direct damages or loss, up to the license charge you paid for the Subscription Product. IBM WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF IBM, OR ITS RESELLER, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IBM will not be liable for 1) loss of, or damage to, your records or data or 2) any damages claimed by you based on any third party claim. This limitation of liability also applies to any developer of a Program supplied to IBM. It is the maximum for which we are collectively responsible. IBM's maximum liability will be the license charge paid for the Subscription Product. 7. Proof of Entitlement The Proof of Entitlement for this Subscription Product should be retained in order to support eligibility provided by IBM or its authorized reseller for future upgrade program prices (if announced), potential special or promotional opportunities (if any), and as evidence of the end user's authorized use of this IBM licensed Subscription Product. VisualAge Java Enterprise customers who obtained the Subscription Product based on a free coupon offering should retain the coupon, which will also serve as Proof of Entitlement for the WebRunner Toolkit Subscription Product. 8. General You may terminate your license at any time. If you do so, all your license rights to the Subscription Programs are terminated. You may keep a copy of the Subscription Programs in your archives. IBM may terminate your license if you fail to comply with the terms of this Agreement. If IBM does so, all your license rights to the Subscription Programs are terminated and you must destroy all copies of them. You agree to comply with all applicable export laws and regulations. Neither party may bring a legal action under this Agreement more than two years after the cause of action arose. This Agreement is entered into in the State of California, United States of America, and is governed by the laws of the State of California. Regardless of how or where you acquired the Subscription Product, you agree that IBM has provided it to you in the United States. U.S. Government Users Restricted Rights U.S. Government Users Restricted Rights - Use, duplication, or disclosure restricted by the GSA ADP Schedule Contract with the IBM Corporation.