Agreement Terms
VENDOR AGREES TO THE TERMS OF THIS AGREEMENT UPON SUBMISSION OF VENDOR’S MCP MATERIALS FOR LISTING IN THE CATALOG OR BY SIGNING BELOW. 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. These IBM wxO Catalog MCP Listing Terms (Terms) are entered into between International Business Machines Corporation (IBM) and the party accepting these Terms (Vendor). These Terms govern Vendor’s voluntary participation in the IBM watsonx Orchestrate (wxO) Agent Catalog (the Catalog) and the listing of Vendor’s MCP Materials therein. Any listing of AI agents or tooling by the Vendor in the Catalog is governed exclusively by a separate IBM watsonx Orchestrate Catalog Listing Agreement and is not governed by these Terms.Overview
IBM has developed a Catalog for AI agents that can be accessed and used by Customers. Listing means the page within the Catalog that contains Vendor’s MCP Materials, which is created and managed using the Catalog onboarding tools. MCP Materials mean Vendor’s model context protocol server (MCP Server) specification file(s), documentation, instructions, hyperlinks, logos, trademarks and related content provided to IBM for display and publication within the Catalog. Customer means an end user authorized to use wxO.Submission and Publication of Listing
Vendor will submit the Listing and MCP Materials for publication using tools and apps available in the Catalog or as otherwise instructed by IBM. IBM retains sole discretion over whether MCP Materials are listed in the Catalog. Vendor is solely responsible for MCP Materials and all content it uploads to the Catalog. Vendor will ensure the MCP Materials and Listing are accurate, lawful and non-infringing.Bring Your Own License (BYOL)
Customer is expected to access Vendor’s MCP Server through a BYOL licensing model. Vendor’s MCP Materials will include a hyperlink to Vendor’s website or other Vendor managed website. Vendor’s website will include information and instructions enabling the Customer to access and connect to Vendor’s MCP Server using existing credentials that Customer has separately obtained from Vendor. Vendor is solely responsible for enabling Customer access to Vendor’s MCP Server or other offerings available by Vendor and determining whether Customer is authorized to access and use the MCP Servers or other offerings. IBM is not a party to the agreement between Vendor and the Customer, and such agreement must not impose any obligations or liability on IBM.Support
Each party is responsible for all support for their respective offerings. Vendor is responsible for all support for its MCP Server, and IBM is responsible for all support for wxO and the Catalog.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, royalty-free license during the Term to:- Reproduce, perform, and display the MCP Materials in the Catalog
- Publish and display its Listing and within the Catalog
- Make non-material changes to the Listing, e.g., correcting typos
- Test the connection and integrations between wxO and Vendor’s MCP Server
Intellectual Property Ownership
Nothing in these Terms will affect either party’s ownership or license rights to its respective intellectual property, including the MCP Server and MCP Materials 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 these Terms, and no other licenses or rights (including licenses or rights under patents) are granted.Compliance
Each party will comply with applicable laws, including export laws and anti-corruption, anti-bribery laws and regulations. Neither party nor its affiliates will, for the purpose of influencing or inducing anyone to influence decisions in favor of the other party or its affiliates, or offer or provide any payments or gifts, including political contributions, for the benefit of anyone, including public officials or associated groups.Term and Termination
These Terms are effective upon Vendor’s acceptance and will remain in effect as long as Vendor lists its MCP Materials in the Catalog, unless terminated earlier as described herein (the Term). Either party may terminate these Terms with or without cause on at least thirty (30) days written notice to the other party. Upon termination, IBM will remove Vendor’s Listing and MCP Materials from the Catalog. Rights and obligations that by their nature should continue after termination will remain in effect.Confidentiality
Any confidential information exchanged will be governed by the Agreement for Exchange of Confidential Information for Non-Client Exchanges at: https://ibm.biz/AECINCE, or another applicable confidentiality agreement between the parties. These Terms are not confidential.Limitation of Liability
Limitation of Liability
To the maximum extent permitted by law, neither party’s total liability for any claims arising out of these Terms shall exceed ten thousand dollars ($10,000). 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 IS NOT LIABLE FOR CUSTOMER MISUSE OF VENDOR’S MCP SERVER OR MCP MATERIALS.Disclaimer of Warranty
EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, 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 MATERIAL PROVIDED UNDER THESE TERMS. IBM PROVIDES THE CATALOG AS-IS.Marketing
During the Term, each party may reference the fact that Vendor is a part of the Catalog in press releases and promotional materials in support of the MCP Materials listed in the Catalog. The parties will not reference the other parties’ 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 that state or imply that either party warrants or uses the other’s products.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 business contact information (BCI) or personal data) to enable Vendor’s Listing in the Catalog or information that IBM collects using tracking technologies related to the use of the Catalog.Use of Business Contact Information
IBM and Vendor and their respective affiliates and contractors 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. The parties are not entering a joint controller relationship, and no provisions of these Terms shall be construed as indicating any intent to establish a joint controller relationship.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 these Terms 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. These Terms supersedes any prior agreements, discussions or representations regarding Vendor listing MCP Materials in the Catalog. If any term of these Terms is found to be unenforceable in any respect, the validity of the remainder of the Terms will be unaffected. 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 may assign or otherwise transfer these Terms or any right or obligation hereunder without the prior written approval of the other party; provided, however either party may assign or otherwise transfer these Terms without the consent of the other party in connection with a merger, acquisition or sale of all or substantially all of its assets, or to an affiliate as part of a corporate reorganization. Any other attempt to assignment is void. These Terms are nonexclusive and either party may independently develop, manufacture, acquire, or market competitive products or services. The parties are independent contractors. No partnership, joint venture, or agency relationship is created. Neither party will assume nor create any obligations on behalf of the other or any representations or warranties about the other. No right or cause of action for any third party is created by these Terms or any transaction under it, nor is either party responsible for any third-party claims against the other party except as provided herein. IBM may modify these Terms at any time upon notice. The notice will be sent by email to Vendor notifying the Vendor of the changes and describing any modifications made. Changes will not be retroactive and will not unilaterally impose a penalty or legal liability on participating partners, nor purport to assign ownership of a partner’s intellectual property, nor adversely affect partners’ ability to seek appropriate legal redress of concerns or claims. Changes will become effective, and will be deemed accepted by Vendor, on the date specified in the notice which will be no shorter than 30 days from the date of the notice. Vendor will be deemed to accept the new terms in accordance with the notice provided. If IBM makes changes to these Terms that Vendor does not agree with, Vendor may terminate the Terms in accordance with the Term and Termination section.Document Version: March 2026 v2