Agreement Terms
BY ADDING YOUR AGENT TO THE CATALOG, CLICKING ON AN “ACCEPT” BUTTON, OTHERWISE USING THE CATALOG OR SIGNING THIS AGREEMENT, VENDOR AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF VENDOR, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL RIGHT AND AUTHORITY TO BIND VENDOR TO THESE TERMS. This IBM watsonx Orchestrate Catalog Listing Agreement (Base Agreement) and the applicable Attachments are the complete agreement (together, the Agreement) between International Business Machines Corporation (IBM) and the party accepting this Agreement (Vendor) under which Vendor may offer its Agents to Customers through the Catalog.Definitions
- Agent means Vendor’s artificial intelligence (AI) powered agent, including any software, AI, data, tools, APIs, or other content listed, made available through the Catalog or otherwise supporting the use of the Agent.
- Catalog means the catalog of Agents available to Customers of IBM’s watsonx Orchestrate (wxO) for access, download, or use.
- Customer means an end user (either an individual or a representative of a legal entity) with a right to use wxO that purchases, uses, or otherwise accesses Vendor’s Agent.
- Listing means the page within the Catalog that describes Vendor’s Agents and related content, including Vendor Material, which is created and managed using the Catalog onboarding tools.
- Vendor Material means the Vendor’s trademarks including the Vendor Marks as defined in the applicable Attachment, information, documentation, pricing and license terms, and other promotional material related to the Agent or provided to IBM or Customers. Vendor Material does not include the Agent.
Principles of the Relationship
IBM has developed a Catalog for Agents that can be accessed and used by Customers. In addition to this Base Agreement, Vendor must comply with the obligations in the applicable Attachment.Submission and Publication of Listing
IBM retains sole discretion over whether an Agent is listed in the Catalog. Vendor is solely responsible for Vendor Material and all content it uploads to the Catalog. IBM may review the Vendor Material and integration for compliance before the Listing is published. IBM may require changes to the Listing before publication as necessary to maintain consistency and integrity of the Catalog. The Listing must not promote any product not offered on Catalog.Support
Vendor is responsible for all Support for its Agent (excluding wxO) for as long as the Agent is offered on the Catalog and during any applicable Wind-down Periods. Support means maintenance, updates, upgrades, technical support and service provided to a Customer when a possible error, problem, defect or other issue is identified in Vendor’s Agent. If IBM receives a support inquiry related to the use of Vendor’s Agent, IBM will instruct Customer to contact the Vendor through the contact method Vendor specifies. If Vendor receives a support inquiry related to the use of wxO, Vendor will instruct Customer to contact IBM through IBM’s support ticketing system.Intellectual Property
License to Catalog and APIs
IBM grants Vendor a worldwide, royalty free, non-exclusive license during the Term to access and use the Catalog, APIs and related documentation made available by IBM for the sole purpose of integrating Vendor’s Listing into the Catalog. APIs and associated documentation to integrate with the Catalog are available at https://connect.watson-orchestrate.ibm.com/introduction.Licenses to IBM
Vendor grants IBM and its Affiliates a worldwide, non-exclusive license during the Term and any Wind-down Period to:- Distribute, deploy, reproduce, perform, display, host, offer and use the Agent in connection with the operation, testing, validation and marketing of the Catalog
- Publish and display its Listing and Vendor Material within the Catalog
- Make non-material changes to the Listing or Vendor Material, e.g., correcting typos
Intellectual Property Ownership
Nothing in this Agreement will affect either party’s ownership or license rights to its respective intellectual property, including the Agent and Vendor Material in the case of Vendor, and the Catalog and wxO in the case of IBM. Each party grants the other only the licenses and rights specified in the Agreement, and no other licenses or rights (including licenses or rights under patents) are granted.Vendor Representations
Vendor represents and warrants on an ongoing basis that:- It complies with applicable laws and contracts governing an Agent in connection with its performance hereunder
- It has implemented, maintains and enforces governance designed to facilitate monitoring and testing of the Agent for adequate levels of safety, fairness, accuracy, and robustness that is aligned with recognized industry standards
- The Agent does not contain harmful code or any material security vulnerabilities
- It has all necessary rights, licenses and consents needed to publish the Listing and Vendor Material, including rights in the Agent and associated names to grant IBM the rights herein and Customers the rights specified in the EULA
General Payment and Tax Terms
Vendor Payments
Vendor Payments will be paid by IBM and calculated as a percentage of IBM’s Net Revenue for each month in which an Agent is used by a Customer. Vendor Payments, if any due, will be made by the last business day of the second calendar month following the calendar month in which a Vendor Payment obligation was incurred, unless the last day of the calendar month falls on a weekend or holiday, in which case it will then be made by the next business day. All payments will be made in U.S. dollars. Vendor Payment means seventy percent (70%) of the Net Revenue recorded by IBM or its Affiliates for each Agent licensed to a Customer based on the Agent Fee. Net Revenue means the revenue recognized by IBM or an IBM Affiliate calculated using applicable discounts, refunds, returns, offsets, and other adjustments determined in accordance with the then current revenue recognition policies of IBM and its Affiliates and the controlling accounting principles.Product Refunds and Credits
IBM or an IBM Affiliate will be the contact for refund and credit requests and billing disputes from Customers and IBM or IBM Affiliates will be responsible for setting the terms on which any refund and credit requests and billing disputes are resolved. If Vendor has concerns regarding the terms of the refund or credit requests or billing disputes, IBM agrees to discuss those concerns with Vendor in good faith.Taxes – US Transaction
Vendor’s invoices shall state all applicable Taxes, if any, by tax jurisdiction and with proper breakdown between taxable and non-taxable Agents. Each party agrees to cooperate to minimize, wherever possible and appropriate, any applicable Taxes and to provide reasonable notice and cooperation in connection with any audit. Vendor is solely responsible for all taxes, assessments, or other levies on its own income, leased or purchased property, equipment or software. Taxes means any and all applicable taxes, charges, fees, levies or other assessments imposed or collected by any governmental entity worldwide or any political subdivision thereof and however designated or levied on sales of an Agent, or sales, use, transfer, goods and services or value added tax or any other duties or fees related to any payment made by IBM to Vendor for an Agent provided by Vendor to IBM under or pursuant to the this Attachment, exclusive, however, of any taxes imposed upon the net income or capital of Vendor, any taxes in lieu of such net income taxes and any other taxes to be borne by Vendor under law.Taxes – Non-US Transactions
If any authority outside of the U.S. imposes Taxes upon any transaction, charge, or activity under the Agreement, then Vendor is responsible for and shall pay that amount and shall timely issue a tax invoice to IBM that complies with applicable invoicing and tax laws. IBM shall withhold Taxes as required under applicable law on payments made to Vendor hereunder and shall be required to remit to Vendor only the net proceeds thereof.Cooperation
To the extent permitted by applicable law, Vendor and IBM shall cooperate with each other to obtain exemptions from or reductions of any Taxes, including the execution of local agreement at the request of IBM, provided that neither party shall be obligated to seek any exemption or reduction that could reasonably be expected to result in an audit of its books and records by a governmental authority.Regulatory
Export
Each party will comply with applicable import, export control and economic sanction laws and regulations, including those of the United States, that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users. Vendor will provide IBM with the applicable export control classification number for each Agent and agrees to reasonably cooperate with IBM to ensure compliance with applicable export controls. IBM may use global resources to support the delivery of the Catalog.Ethical Dealings
Each party will be familiar and comply with all laws and regulations on bribery, corruption, and prohibited business practices. Vendor and its Affiliates have not and will not, for the purpose of influencing or inducing anyone to influence decisions in favor of IBM or its Affiliates, offer, promise or make or agree to make, directly or indirectly:- Any political contributions of any kind or any payment to or for the benefit of any public official, whether elected or appointed
- Any payments for gifts, meals, travel or other value for a government employee or his/her family members
- Any payments or gifts (of money or anything of value) to anyone
Term, Termination and Wind-down
Term and Termination
The Agreement is effective upon Vendor’s acceptance and will remain in effect as long as Vendor offers an Agent in the Catalog, unless terminated earlier as described herein (the Term). Upon termination:- IBM will remove Vendor’s Listing
- Terminate Customers’ access to Agent updates or remove Customers’ right to use the Agent, as applicable, in each case, subject to the Wind-down Period
Withdrawal of Agent; Wind-down Period
If Vendor announces that it will withdraw an Agent from general availability, Vendor will notify IBM at least thirty (30) days prior to the withdrawal date, and Vendor will update the Listing to include the withdrawal date. Vendor will notify existing Customers that Agent will not be available for new or renewal orders after the withdrawal date. Existing Customers at the time of withdrawal or termination may continue to use the Agent, and Vendor will continue to provide Support for the Agent, for twelve (12) months after withdrawal or termination, or until expiration of the Customers’ subscriptions to the Agent, whichever is shorter (the Wind-down Period). IBM will continue to collect fees from Customers during the Wind-down Period, and IBM will pay Vendor Payments on such fees. If applicable, IBM will provide a pro rata refund or credit to Customers who have paid fees beyond the Wind-down Period for the cancelled portion of the subscription term following the Wind-down Period. IBM will invoice Vendor for any such amounts, and Vendor agrees that IBM can deduct such amounts from any outstanding or upcoming payments owed to Vendor.Suspension and Removal
IBM may suspend a Listing from the Catalog at any time upon:- Vendor’s breach or a reasonable basis to believe a breach of the Agreement has occurred
- Termination of the Base Agreement or applicable Attachment
- A claim that an Agent or Vendor Materials infringe the rights of any third party
- Reasonable concern about the quality or content of an Agent or Vendor Materials
- Vendor’s violation or alleged violation of any law or regulation
- Reasonable concern that the Agent causes harm or has harmed any person, property or IBM’s reputation
- IBM’s determination that suspension is required to comply with any judicial order, law or regulation
- Restore the Listing if Vendor resolves the issue to IBM’s satisfaction
- Extend the suspension if the parties are continuing to work toward issue resolution
- Remove the Listing from the Catalog
Confidentiality
If either party desires to exchange confidential information, such exchange will be governed by the Agreement for Exchange of Confidential Information for Non-Client Exchanges at: https://ibm.biz/AECINCE (AECI). Neither party will disclose the terms of the Agreement, unless required by law or both parties agree in writing. If the parties have a separate confidentiality agreement, the terms of such agreement will supersede the terms of this Section.Indemnification
Vendor will defend, hold harmless and indemnify, including legal fees, IBM and its Affiliates against third party claims (including any Customer claims or for government imposed fines or penalties) that arise or are alleged to have arisen, or related to:- An Agent or Vendor Material violating any intellectual property of a third party
- Vendor’s breach of the Agreement
- Any grossly negligent or intentional acts or omissions of Vendor
- A dispute between Vendor and a Customer
Limitation of Liability; Disclaimer of Warranty
Limitation of Liability
Except as set forth in the following sections, and for amounts owed to Vendor under the applicable Attachment, to the maximum extent allowed by applicable law, neither party’s total liability for any claims arising out of or in connection with a single incident or a series of related incidents under the Agreement shall exceed the total amount of fees that IBM has paid and owes to Vendor during the 12-month immediately preceding the incident or related incidents giving rise to the claim. The limits in this section shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall not be construed as an aggregate cap on either party’s liability under this Agreement. These limits apply collectively to each party and each party’s Affiliates and contractors. Neither party will be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, loss of data, business, value, revenue, goodwill, or anticipated savings. IBM HAS NO LIABILITY FOR MISUSE BY CUSTOMERS OF THE AGENTS THAT ARE MADE AVAILABLE AS PART OF THE CATALOG.Damages Excluded from Limitation of Liability
The following amounts, if a party is legally liable for them, are not subject to the above limitations:- Amounts arising from third party claims for which IBM is indemnified as provided in the Indemnification section
- Damages for bodily injury (including death)
- Damages to real property and tangible personal property
- Either party’s infringement of the other party’s intellectual property rights
- Damages arising out of Vendor’s intentional, willful or grossly negligent conduct
- Costs, expenses, and other amounts relating to Vendor’s investigation and actions to mitigate the scope and impact of a Security Incident
- A party’s misuse, misappropriation or disclosure of the other party’s confidential information in violation of the AECI
- Damages that cannot be limited under applicable law
Disclaimer of Warranty
EXCEPT AS SPECIFICALLY PROVIDED IN THIS BASE AGREEMENT OR AN APPLICABLE ATTACHMENT, NEITHER PARTY, ITS AFFILIATES, NOR THEIR RESPECTIVE SUPPLIERS, MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER IBM NOR ITS SUPPLIERS MAKE ANY WARRANTIES THAT ANY PARTICULAR RESULTS WILL BE DERIVED FROM THE USE OF THE CATALOG OR ANY AGENT OR MATERIAL PROVIDED UNDER THE AGREEMENT.Marketing Rights
Subject to the terms the Agreement, and to reasonable use requirements provided to IBM, Vendor grants IBM and its Affiliates a worldwide, royalty free, fully-paid up, non-transferrable, non-exclusive license during the Term and any Wind-down Period to use Vendor’s name and logo, and Agent name and/or logo (collectively, the Marks) on IBM’s and its Affiliates’ Catalog web sites, presentations, advertising and marketing materials and related ecosystem materials. IBM will not display the Marks in an inaccurate, derogatory, confusing or misleading manner, and Vendor may require IBM to correct or remove inappropriate uses of their Marks. During the Term, Vendor may reference the fact that Vendor is a part of the Catalog in press releases and promotional materials in support of the Agent and for promotional purposes. Vendor will not reference IBM’s name in an inaccurate, derogatory, confusing or misleading manner. Vendor may not use IBM trademarks without the express written consent of IBM. Neither party shall make any statements in connection with the use of either party’s name and/or logo to state or imply that either party warrants or uses the other’s products. Vendor will, at no charge to IBM, provide a reasonable amount of marketing, enablement and presales training, technical training classes, and education sessions to IBM. Vendor will also enable IBM to post blogs and white papers in the product related social forums. Vendor will provide IBM with available marketing materials.Use of Customer Information
Vendor will use Customer Information only in accordance with applicable laws and regulations to respond to inquiries about an Agent listed in the Catalog or for transactional purposes. Customer Information means data or information collected by Vendor through the Catalog or provided to Vendor by IBM about Customers who have purchased or accessed an Agent, including contact information, transaction history or usage information. IBM is not responsible for obtaining permission for Vendor to use Customer Information for marketing purposes. Vendor may not use Customer Information to attempt to sell directly to Customer outside the Catalog or to influence Customer to make a purchase outside the Catalog without IBM’s written permission. This section does not prevent Vendor from:- Using other Customer contact information that Vendor acquires independently from the Catalog for any lawful purpose, even if identical to Customer Information
- Contacting Customers regarding an Agent no longer listed in the Catalog or maintaining Customer Information after termination where Customer continues to use the Agent, in each case provided Vendor has the necessary rights for such use
Account Data
IBM, its Affiliates, their contractors and subprocessors, may use Account Data to enable product features, administer use, personalize experience, and otherwise support or improve use of the Catalog. The IBM Privacy Statement at https://www.ibm.com/privacy/ provides additional details. Account Data means information that a Vendor gives to IBM (excluding BCI or personal data) to enable Vendor’s use of the Catalog or information that IBM collects using tracking technologies related to the use of the Catalog. Business Contact Information (BCI) means personal data that is used to contact, identify or authenticate an individual in a professional or business capacity.Use of Business Contact Information
IBM and Vendor may process the other’s BCI wherever they do business in connection with the activities contemplated herein. The IBM Privacy Statement contains additional details on IBM’s processing of BCI. Each of the parties has implemented and follows appropriate technical and organizational measures to protect the other’s BCI. Each party agrees to delete, modify, correct, provide information about the processing of, restrict the processing of, or take any other reasonably requested action in respect of the other’s BCI, promptly on written request. The parties are not entering a joint Controller relationship, and no provisions of this Agreement shall be construed as indicating any intent to establish a joint Controller relationship. Controller means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of processing personal data.Security Incident
Vendor will promptly notify IBM after becoming aware of any occurrence that:- Actually or imminently jeopardizes the confidentiality, integrity or availability of the Vendor’s Agent, the systems used to deploy or host the Agent, or the systems that process or store IBM or Customer data or content
- Leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to IBM or Customer data or content (Security Incident)
Electronic Delivery
Vendor agrees to only electronically deliver the Agents (including all tangible personal property such as media and publications) specified by IBM or Customer in an order. If requested by IBM, Vendor agrees to electronically confirm to IBM within 1 business day the date you electronically transferred Agents to the Customer. Vendor agrees to pay all charges associated with electronically delivering of the Agents under the Agreement, and as requested, will provide IBM with documentation to support the electronic delivery transaction, such as download logs, userid and password or other evidence of electronic fulfillment of the Agent to Customers.General
The parties agree to the application of the laws of the state of New York, without regard to conflict of law principles. Neither party will bring a legal action against the other more than two years after the cause of action arose. Any notice under this Agreement will be sent to the representatives set forth by both parties. The parties consent to the use of electronic means for communications as a signed writing. IBM contact information will be listed in the Catalog onboarding tooling. Vendor contact information will be included in Vendor’s Account Data. This Agreement supersedes any prior agreements, discussions or representations regarding Vendor’s participation in the Catalog. If any term of this Agreement is found to be unenforceable in any respect, the validity of the remainder of the Agreement will be unaffected. If there is a conflict, an Attachment prevails over this Base Agreement. A waiver of any right hereunder must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other party’s noncompliance with any obligation hereunder will not be deemed a waiver of subsequent instances. Neither party is responsible for failure to fulfill obligations due to causes beyond its control. Neither party may assign or otherwise transfer this Agreement or any right or obligation hereunder without the prior written approval of the other party; provided, however either party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the consent of the other party:- In connection with a merger, acquisition or sale of all or substantially all of its assets
- To an Affiliate as part of a corporate reorganization
- In connection with any obligations described below
Eligible Attachments
- Attachment for Agents Developed and Hosted Outside of wxO
- Attachment for Agents Developed and Hosted on wxO
Attachment For Agents Developed and Hosted Outside of wxO
The terms of this Attachment are in addition to the terms of the Base Agreement and apply to Vendor’s Agent when it is developed and hosted on Vendor owned, operated or licensed technology and listed in the Catalog.Additional Payment Terms
Agent Fee: Vendor is responsible for setting the Agent prices to Customers, and IBM will have the ability to discount such price by up to twenty-five percent (25%) to determine the Agent Fee (excluding applicable Taxes), using the pricing and billing options available in the Catalog. If Vendor has concerns regarding the level of discounting charged by IBM in the Catalog, IBM agrees to discuss those concerns with Vendor in good faith. Vendor will provide any usage information for an Agent subscription reasonably necessary for IBM or its Affiliate to calculate the amount due by Customers for their usage of such Agent. If Vendor chooses to offer an Agent outside the U.S., IBM will convert the USD Agent Fee amount to local currency using an exchange rate established in IBM corporate pricing systems. When a sale occurs, IBM will convert the revenue from such sale from local currency to USD. Agent Fee means the fee in USD associated with Customer’s purchase or use of an Agent.Vendor Responsibilities
Vendor will:- Reasonably collaborate with IBM to optimize the Agent to interoperate with wxO
- Maintain physical, technical and administrative security procedures and practices consistent with recognized industry standards, including secure coding practices, encryption of data in transit and at rest, regular vulnerability assessments, prompt patching of security flaws and access control enforcement to ensure protection of data, the Agent and Vendor systems that deploy and host the Agent or process data, including content stored, processed or otherwise transmitted on such systems, from unauthorized access, destruction, use, modification or disclosure
- Ensure that all updates to the Agent and Vendor systems and any third party dependencies are managed to prevent the introduction of security risks and agrees to provide reasonable documentation or attestations of the practices upon reasonable request
- Not use a Catalog for unlawful, obscene, offensive or fraudulent purpose or activity, including making available an Agent designed for such purposes or activities
- Host the Agent on Vendor provided systems and infrastructure and be responsible for the fulfillment, provisioning, deployment and configuration of the Agent for the Customer
- Submit metering and billing data for the Agent to IBM through the provided metering and billing systems
- Cooperate with IBM to onboard Vendor to IBM’s payment and supplier systems
- Integrate, test, self-certify, and submit the Agent for publication to the Catalog
- Comply with, and ensure that the Agent and systems used to deploy and host the Agent and the Vendor Material comply with applicable data privacy laws and regulations
- Reasonably assist IBM in meeting any governance or legal obligations related to making available the Agent
- Contractually impose data protection obligations appropriate to the nature and scope of services performed by Vendor’s subprocessors utilized in connection with this Agreement. Vendor is liable for its subprocessors
End User Terms and Policy
As seller of record for Vendor’s Agent, IBM is responsible for setting the terms of the sale to Customers. Unless prohibited by local law, IBM will:- Issue the Customer an invoice in IBM’s name
- Authorize the charge to the Customer
- Authorize delivery of or access to the Agent to the Customer
- Not include any terms that override or attempt to override IBM terms of sale
- Include terms needed to comply with any geographics requirements in which the Customer purchases the Agent
- Be at least as favorable as the Vendor’s terms used for offerings on similar platforms through which Vendor provides standard offers for offerings substantially similar to the Agent
Attachment For Agents Developed and Hosted On wxO
The terms of this Attachment are in addition to the terms of the Base Agreement and apply to Vendor’s Agent when it is developed and hosted on wxO and listed in the Catalog.Additional Payment Terms
Agent Fee: Vendor is responsible for setting the Agent price to Customers using the pricing and billing options available in the Catalog (Agent Price), and IBM will set the price of wxO that hosts the Agent for Customers (Platform Price). IBM will have the ability to discount the Agent Price by up to twenty-five percent (25%) to determine the Agent Fee (excluding applicable Taxes). If Vendor has concerns regarding the level of discounting charged by IBM in the Catalog, IBM agrees to discuss those concerns with Vendor in good faith. Vendor will provide any usage information for an Agent subscription reasonably necessary for IBM or its Affiliate to calculate the amount due by Customers for their usage of such Agent. If Vendor chooses to offer an Agent outside the U.S., IBM will convert the USD Agent Fee amount to local currency using an exchange rate established in IBM corporate pricing systems. When a sale occurs, IBM will convert the revenue from such sale from local currency to USD. Agent Fee means the fee in USD associated with Customer’s purchase or use of an Agent (excluding the Platform Price).Vendor Responsibilities
Vendor will:- Reasonably collaborate with IBM to optimize the Agent to run on wxO
- Maintain physical, technical and administrative security procedures and practices consistent with recognized industry standards, including secure coding practices, encryption of data in transit and at rest, regular vulnerability assessments, prompt patching of security flaws and access control enforcement to ensure protection of data, the Agent and Vendor systems that host or process data, including content stored, processed or otherwise transmitted on such systems, from unauthorized access, destruction, use, modification or disclosure
- Ensure that all updates to the Agent and Vendor systems and any third party dependencies are managed to prevent the introduction of security risks and agrees to provide reasonable documentation or attestations of the practices upon reasonable request
- Not use a Catalog for unlawful, obscene, offensive or fraudulent purpose or activity, including making available an Agent designed for such purposes or activities
- Create code to meter the use of the Agent and submit metering data for the Agent to IBM through the provided metering and billing systems
- Cooperate with IBM to onboard Vendor to IBM’s payment and supplier systems
- Integrate, test, self-certify, and submit the Agent for publication to the Catalog
- Comply with, and ensure that the Agent and the Vendor Material comply with applicable data privacy laws and regulations
- Reasonably assist IBM in meeting any governance or legal obligations related to making available the Agent
- Contractually impose data protection obligations appropriate to the nature and scope of services performed by Vendor’s subprocessors utilized in connection with this Agreement. Vendor is liable for its subprocessors
End User Terms and Policy
As seller of record for Vendor’s Agent, IBM is responsible for setting the terms of the sale to Customers. Unless prohibited by local law, IBM will:- Issue the Customer an invoice in IBM’s name
- Authorize the charge to the Customer
- Authorize delivery of or access to the Agent to the Customer
- Not include any terms that override or attempt to override IBM terms of sale
- Include terms needed to comply with any geographics requirements in which the Customer purchases the Agent
- Be at least as favorable as the Vendor’s terms used for offerings on similar platforms through which Vendor provides standard offers for offerings substantially similar to the Agent
Document Version: February 2026