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<br />g, Neither of us may assign this Agreement, in whole or in part, without the prior written consent of the other. Any at-
<br />tempt to do so is void. Neither of us will unreasonably withhold such consent. The assignment of this Agreement,
<br />in whole or in part, within the Enterprise of which either of us is a part or to a successor organization by merger or
<br />acquisition does not require the consent of the other. IBM is also permitted to assign its rights to payments under
<br />this Agreement without obtaining your consent. It is not considered an assignment for IBM to divest a portion of its
<br />business in a manner that similarly affects all of its customers.
<br />10, You agree not to resell any Service without IBM's prior written consent. Any attempt to do so is void.
<br />11, You agree that this Agreement will not create any right or cause of action for any third party, nor will IBM be re-
<br />sponsible for any third party claims against you except as described in the Patents and Copyrights section above
<br />or as permitted by the Limitation of Liability section above for bodily injury (including death) or damage to real or
<br />tangible personal property for which IBM is legally liable.
<br />12. You agree to acquire Machines with the intent to use them within your Enterprise and not for reselling, leasing, or
<br />transferring to a third party, unless either of the following applies:
<br />a, you are arranging lease-back financing for the Machines; or
<br />b. you purchase them without any discount or allowance, and do not remarket them in competition with IBM's
<br />authorized remarketers.
<br />13, You agree to allow IBM to install mandatory engineering changes (such as those required for safety) on a Ma-
<br />chine, Any parts IBM removes become IBM's property, You represent that you have the permission from the
<br />owner and any lien holders to transfer ownership and possession of removed parts to IBM.
<br />14, You agree that you are responsible for the results obtained from the use of the Products and Services.
<br />15. You agree to provide IBM with sufficient, free, and safe access to your facilities and systems for IBM to fulfill its ob-
<br />ligations.
<br />16, You agree to allow International Business Machines Corporation and its subsidiaries to store and use your contact
<br />information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such informa-
<br />tion will be processed and used in connection with our business relationship, and may be provided to contractors,
<br />Business Partners, and assignees of International Business Machines Corporation and its subsidiaries for uses
<br />consistent with their collective business activities, including communicating with you (for example, for processing
<br />orders, for promotions, and for market research).
<br />17, You agree to comply with all applicable export and import laws and regulations,
<br />
<br />1.10 Agreement Termination
<br />Either of us may terminate this Agreement on written notice to the other following the expiration or termination of the
<br />terminating party's obligations.
<br />
<br />Either of us may terminate this Agreement if the other does not comply with any of its terms, provided the one who is
<br />not complying is given written notice and reasonable time to comply.
<br />
<br />Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until ful-
<br />Gfilled' and apply to both of our respective successors and assignees.
<br />
<br />1.11 Geographic Scope and Governing Law
<br />The rights, duties, and obligations of each of us are valid only in the United States except that all licenses are valid as
<br />specifically granted.
<br />
<br />Both you and IBM consent to the application of the laws of the State of Florida to govern, interpret, and enforce all of
<br />your and IBM's rights, duties, and obligations arising from, orrelatlng In any manner to, the subject matter of this
<br />Agreement, without regard to conflict of law principles.
<br />
<br />In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this
<br />Agreement remain in full force and effect.
<br />
<br />Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
<br />
<br />Part 2 - Warranties
<br />
<br />2.1 The IBM Warranties
<br />
<br />Warranty for IBM Machines
<br />IBM warrants that each IBM Machine is free from defects in materials and workmanship and conforms to its Specifica-
<br />tions.
<br />
<br />The warranty period for a Machine is a specified, fixed period commencing on its Date of Installation. During the war-
<br />ranty period, IBM provides repair and exchange Service for the Machine, without charge, under the type of Service IBM
<br />designates for the Machine, If a Machine does not function as warranted during the warranty period and IBM is unable
<br />to either 1) make it do so or 2) replace it with one that is at least functionally equivalent, you may return it to IBM and
<br />your money will be refunded,
<br />
<br />Additional terms regarding Service for Machines during and after the warranty period are contained in Part 5.
<br />
<br />Warranty for leA Programs
<br />IBM warrants that each warranted ICA Program, when used in the Specified Operating Environment, will conform to its
<br />Specifications.
<br />
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<br />City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc
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