Services Description

Effective Date: May 28, 2013

This Services Description provides the description of available Services options that IBM will provide under the terms of the IBM SmartCloud Agreement, including its Attachments. The following appendices are incorporated into and made part of this Service Description and are applicable for the specific Service options identified:

• Appendix A - Terms for Developer Use Only; and
• Appendix B – Service Instance Use Terms

Capitalized terms not defined herein have the same meaning as set forth in the IBM SmartCloud Agreement.

Table of Contents

• 1. Definitions
• 2. Description of Services
• 3. Account Set up and Services Enablement
• 4. Cloud Web Portal Services Options
• 5. Service Component Software Options
• 6. Additional Services Options
• 7. Security
• 8. Services Forum, Feedback, Support, and Maintenance
• 9. Service Level Agreements
• 10. Pre-Release Services
• Appendix A: Terms for Development Use Only
• Appendix B: Service Instance Use Terms
• 1. IBM SmartCloud Application Workload Service
• 2. IBM SmartCloud Application Collaborative Lifecycle Management Service

1. Definitions

In addition to the defined terms in the Agreement the following additional definitions apply for the Services.

Image -- a software image file containing the functionality of the software program(s) used with the Services that can be made up of IBM provided Service Component Software, Content provided by Customer, or be a combination of Service Component Software and Content.

Private Asset Catalog -- a view within the Services asset catalog of Images, SW Bundles, and Service Instances Customer saved, imported, or created which may be User specific or shared among Users within an Account.

Private Image -- an Image Customer creates or adds to the Private Asset Catalog.

SI Use Terms -- specific use terms applicable for the use of a Service Instance available from the Public Asset Catalog.

SCE Operating System -- a selected third party operating system software that is made available as Service Component Software for which IBM provides entitlement as part of the Services.

SW Bundle -- software binaries or software commands to obtain software binaries that can be included as part of an Image that can be provided by IBM as a Service Component Software or provided by Customer as Content.

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2. Description of Services

These Services are designed to provide Customer the ability to utilize virtual computing resources. IBM will provide Customer access to the Cloud Web Portal using a password secured login that will enable Customer to access the Services. IBM utilizes multiple Cloud Data Center locations to deliver the Services. Customer acknowledges that Content will be stored as follows: i) the central infrastructure supporting the Cloud Web Portal and Customer Account contact information and User ID information provided by Customer, and any Content Customer chooses to send as a guestMessages from Customer VM Instances is stored and delivered from the central business support system data center location in Raleigh, North Carolina, U.S.A. and ii) all other Content, VM Instances, Service Instances, Service Component Software, and other available Services options are stored, hosted, and delivered from the operational support system data center location(s) identified in the Cloud Web Portal that Customer selects when ordering Services in the Cloud Web Portal or as identified with a specific Services option. Unless specifically stated, Content will not be copied or moved from the Cloud Data Center selected by Customer, unless Customer takes an explicit action to copy or move such Content or by the request or agreement of the Customer. User guide documentation for the Services is available in the Cloud Web Portal which includes a listing of the available data centers and support locations for the Services and information on Services options.

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3. Account Set up and Services Enablement

Set up activities to establish and maintain Customer's Account and enable Customer's access to the Services, including set up or modification of any additional Services options as set forth in section 6 (Additional Services Options) ordered by Customer are described below.

3.1 IBM Responsibilities

IBM will:

a. establish Customer's Account and enable or modify Services selected by Customer;

b. notify Account Administrator when Services are ready for use;

c. provide to Account Administrator a welcome package which will include Services information, and applicable forms, if any, to enable configuration of specific Services (for example Enablement Form or VPN and VLAN configuration form) and email contact information for IBM's Cloud Services Focal Point(s); and

d. provide information and access identification (IDs) required to access any additional Services options ordered by Customer.

3.2 Customer Responsibilities

Customer will:

a. obtain Internet access necessary for use of the Services with recommended Internet browser capabilities at a version and connection speed listed in the Cloud Web Portal support page;

b.review welcome package and perform activities to initiate use of the Account, verify Account information and set up, perform Services enablement activities and keep all such Account and contact information accurate and current;

c. designate up to three Account Administrators with registered IBM ID, manage changes of Account Administrators assignments (including validating, managing, and authorizing administrator access and rights and informing the Cloud Services Focal Point of such changes,), and ensure Account Administrators are aware of responsibilities with regard to the Services and the terms of the Agreement;

d. provide information required to configure any additional Services options and perform any required activities to initiate or change and manage the use of such additional Services options ordered as described herein;

e. provide valid funding authorization, such as a purchase order, if Customer requires any such authorizations for IBM to invoice charges and to keep such authorization current and provide updates on a timely basis so as not to interrupt Services;

f. monitor Services usage, coordinate, manage, educate, and be responsible for the activities of all Users and their compliance with the terms of the Agreement;

g. monitor Solution Recipients activities associated with a VM Instance and manage and enforce agreements with such Solution Recipients;

h. manage, allocate, delete, and control User access to the Services using registered IBM ID user identification, or as required, other user identification (“User IDs”) to enable Users to enter the Cloud Web Portal or to use any of the Services and manage Solution Recipients identifications to access any VM Instance; and

i. establish and enforce security practices for Account Administrators and all Users to protect all Administrator IDs and User IDs and passwords. Customer is responsible for the actions of Account Administrator, Users and any person or entity that accesses the Services on Customer's behalf or otherwise uses Customer Account or Services in any manner, and for ensuring that each such person or entity complies with the Agreement.

3.3 Services Enablement

When Customer Account is set up, IBM will activate and make available standard Services options for use by Customer. Not all Services options may be available at the same time from all Cloud Data Centers. Customer is responsible for disabling any Services option that Customer i) does not have or fails to maintain proper Entitlements for (as described in section 5.2.2); ii) does not agree with the terms associated with using a specific Services option; or iii) does not want to make any specific Services option available for User selection or order. To disable Services options, Customer must submit an enablement confirmation form ("Enablement Form") requesting IBM to disable selected Services options that are available to and may be ordered by Users in the Cloud Web Portal. The Customer's view of the available Services options in the Public Asset Catalog or the Cloud Web Portal will be configured based upon such request. Customer can submit an updated Enablement Form to enable a disabled Services option or for any enablement changes at any time.

Customer is responsible for proper selection and use of any Services options by Users. For any improper use of a Services option (such as use of Service Component Software without proper Entitlements) additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for amounts: i) that would have been due for use of the Service Component Software; or ii) require Customer to obtain proper Entitlements (as described in section 5.2.2). An Enablement Form is provided in the welcome package or may be obtained from the Cloud Web Portal, to manage Services options available to Users.

Receipt of an email from an Account Administrator containing a completed Enablement Form constitutes Customer approval for IBM to disable or enable selected Services options in the Cloud Web Portal. IBM will notify the Customer when any requested actions have been completed.

Any Services options identified as a “Pre-Release” are also subject to the terms of section 10 (Pre-Release Services).

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4. Cloud Web Portal Services Options

4.1 Services Order Initiation and Deletion

Once the Customer Account has been set up and Services enabled, Users can log into the Cloud Web Portal or use APIs and begin using available Services. Users can submit Services orders to activate and use any of the available Cloud Web Portal Services options described in sections 4 and 5 (Cloud Web Portal Services Options and Cloud Web Portal Service Component Software Options) or to delete any active Services options. When a User wants to delete an active Services option, the User is responsible for logging into the Cloud Web Portal or using available APIs, and submitting a Services order to delete such Services. Use of APIs to do any of the foregoing is considered a Services order.

Upon submittal of a Services order, IBM's automated provisioning system will initiate or delete Services based upon the Services options selected. Customer understands that selections made for each of the Services affect actual charges invoiced by IBM or an IBM Business Partner, as applicable. Customer agrees to be responsible for all charges associated with each Services order and each of the Services options selected as invoiced by IBM or an IBM Business Partner as applicable. IBM uses automated processes to provision, activate, or delete Services ordered in the Cloud Web Portal. Customer acknowledges and understands that there is a delay from when Customer’s Services order is submitted until the automated provisioning, activation, or deletion takes effect. Such delay may be affected by the number of concurrent orders submitted by Customer and other IBM customers using the Services at the time of any such order. Customer is responsible to monitor status of any order to delete a Services option to ensure such deletion order is successful.

During configuration a private SSH key may be generated for access to the provisioned VM Instance. Customer is responsible for saving, maintaining, and protecting all private SSH keys for Customer VM Instances as IBM does not retain copies of such keys.

Users and Account Administrators will be able to view the status of a Services order submitted on the Cloud Web Portal by viewing the control panel or using appropriate APIs. Users will receive a notification if a Services order is not accepted or fails. Once the Services are made available, the provisioning status will change notifying the Services are available for access and use and Customer may begin using the Services including creating or uploading Content.

4.2 Orders for Additional Services Options

Additional Services options, as described in section 6 (Additional Services Options), such as reserved capacity and other available additional Services require extended scheduling and set up activities and are therefore not available to order from the Cloud Web Portal or using APIs.

4.3 VM Instance Compute Resources

Customer may order VM Instances and select any of the following VM Instance compute resource configurations consisting of the specified number of 32-bit or 64-bit virtual central processing units (“CPUs”), virtual memory and virtual local storage.

The compute resources for 32-bit and 64-bit configurations are:

Virtual Machine Component 32-bit configuration	Copper	Bronze	Silver	Gold
Virtual CPUs @ 1.25GHz	1	1	2	4
Virtual Memory (GB)	2	2	4	4
Virtual Local Storage (GB)	60	235	410	410

Virtual Machine Component 64-bit configuration	Copper	Bronze	Silver	Gold	Platinum / Platinum-M2
Virtual CPUs @ 1.25GHz	2	2	4	8	16
Virtual Memory (GB)	4	4	8	16	16 / 32
Virtual Local Storage (GB)	60	910	1084	1084	2108

IBM will provide the VM Instance compute resources on a standard unreserved “as available” basis unless Customer has reserved sufficient capacity as described in section 6.1 (Reserved Capacity Package Option). Each ordered VM Instance will be loaded with a selected Service Component Software as described in section 5 below (Cloud Web Portal Service Component Software Options) which will contain either SCE Operating System, an other Service Component operating system, or a Customer provided operating system. Service Component Software may only support a subset of the above compute resource configurations.

Customer is responsible for the management of all VM Instances and all Content within such VM Instances, including any work products or results from Customer’s use of the Services. Customer is responsible to back up any Content used or created in a VM Instance as this will not be performed automatically. In order to save any work product or other Content running on a VM Instance, Customer can create a Private Image, as described in section 5.5 (Private Images) prior to initiating a Services order to delete a VM Instance. When Customer orders deletion of a VM Instance, all Content stored in the VM Instance is deleted and not recoverable.

IBM will track and meter per hour the usage of provisioned VM Instances. The per hour metering for each VM Instance begins when the VM Instance is available for use and ends when the VM Instance is deleted. The metered amount of VM Instance hours will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable. For VM Instances using a SCE Operating System, such SCE Operating System is designated as PAYG and charges are included as part of the VM Instance compute resource charge. If Customer imports and uses a Customer provided Windows Server operating system, charges also apply for use of such Customer provided Windows Server operating system and charges will be included as part of the VM Instance compute resource charge.

4.4 Storage

4.4.1 Persistent Storage Blocks

Customer may order blocks of persistent storage to store Content and to use with a VM Instance. Blocks of storage are available in formatted or unformatted pre-packaged sizes. IBM will use commercially reasonable efforts to provision an ordered block of storage as resources are available. The users guide available on the Cloud Web Portal provides persistent storage information and limitations within the Services.

Customer understands that when Customer deletes a storage block all Content stored within such storage block will be deleted and not recoverable. Customer is responsible for managing and implementing backup of all Content. While Customer may download Content from the Cloud Web Portal, Customer may not download or remove any Service Components, Service Component Software or SCE Operating Systems, or provide any such Service Components to third parties without express written consent from IBM.

IBM will track and meter:

a. the size and the number of hours each storage block is available for use each month; and

b. the number of input and output access requests to or from storage blocks each month rounded up to the next million.

Charges for persistent storage blocks will based upon the storage block size, number of hours the storage block is active and available, and the number of access requests metered. Customer will be invoiced for such charges for persistent storage blocks by IBM or as specified by an IBM Business Partner, as applicable.

4.4.2 Object Storage

Object storage allows Customer to store and retrieve data and other Content files as objects in storage which is not attached to or directly associated with VM Instances.

Object Storage Account Set up and Management

Customer can select to activate an object storage master account ("Object Storage Account") from the Cloud Web Portal. Customer will be directed to the Object Storage Account set up webpage where Customer must designate an administrator (“Object Storage Administrator") who will be responsible for Object Storage Account management including responsibilities as described in section 3.2. The Object Storage Administrator may be the same or different from the Account Administrator.

To set up the Object Storage Account Customer is required to select a Cloud Data Center location, a copy policy (one or two copies) and provide an Object Storage Account name that must be at least 8 characters long and consist of alphanumeric characters. There can be no special characters or spaces in the Account name. IBM will validate the name and once created; the Object Storage Account name can not be changed.

The Object Storage Administrator can create object storage application pools, add or remove User object storage child accounts (“Object Storage Child Account") authorizing individual Users to access object storage, and assign User access to specific object storage application pools. Customer is responsible for managing and deleting stored data and other Content when no longer required.

All Customer data and Content will be stored in the Customer selected Cloud Data Center, however Customer understands and agrees that for maintenance purposes IBM may from time to time make a separate additional copy of Customer data and other Content and store in a separate Cloud Data Center located in Germany to assure no data is lost during such maintenance periods. Customer is responsible to ensure data or other Content Customer stores in an Object Storage Account complies with applicable laws (including data privacy and export laws) as set forth in the Agreement and Customer agrees such data and other Content can be stored in the Customer selected Cloud Data Center storage facility locations and any maintenance copy can be stored in a Cloud Data Center storage facility in Germany.

Customer may select either a one copy or a two copy policy for an Object Storage Account and select the Cloud Data Center storage facility locations from available options. With a two copy object storage policy Customer can store data and other Content in one of the two selected Cloud Data Center storage facility locations and a second copy will automatically be made in the other selected Cloud Data Center storage facility location. Customer can retrieve a consistent copy of all data and other Content Customer stores from either of the selected Cloud Data Center storage facilities. For a two copy object storage policy, a separate Cloud Data Center storage facility must be selected for each copy as copies cannot be stored in the same Cloud Data Center storage facility. Usage from all Cloud Data Center storage facilities will be tracked and counted toward an Object Storage Package commitment, if ordered.

Customer understands that for each User and each object storage request, metadata is created and stored by IBM. The metadata identifies the storage object, storage location, the User ID and identifying information which allows only that User to access such storage object. Customer acknowledges that metadata, including User IDs, will be stored in an object storage management system located in the United States.

Object Storage Charges

Each Object Storage Account will initially be set up for use on an uncommitted pay as you go basis. IBM offers Customer the ability to order an object storage package with a committed minimum monthly storage usage level (“Object Storage Package") as an additional Service as described in section 6.6 (Object Storage Options) by submitting an Additional Services Order Form.

IBM will track and meter the daily amount of total object storage used to store copies of Customer data and other Content during each monthly billing period. IBM will calculate an average monthly storage usage (“Monthly Average Object Storage") as the sum of the daily object storage amounts divided by the number of days in the billing period, rounded up to the next whole GB.

When Services are acquired from IBM, the following terms apply:

a. Object Storage Usage:

1. if Customer does not order an optional Object Storage Package, IBM will invoice and Customer agrees to pay a usage charge for each gigabyte (GB) of the Monthly Average Object Storage used at uncommitted pay as you go per GB usage charge rates as set forth in the Charges Schedule; or
2. if Customer orders an optional Object Storage Package, IBM will invoice and Customer agrees to pay the greater of i) a usage charge for each gigabyte (GB) of the Monthly Average Object Storage used at the rates for such selected Object Storage Package or ii) the minimum monthly charge for such selected Object Storage Package. Rates and minimum charges are set forth in the Charges Schedule. Such usage charge begins on the Commitment Start Date and ends upon the expiration of the commitment period and will be prorated based on the date during the month when the commitment period begins, changes, or ends. There are no credits or refunds for usage below the committed minimum monthly storage level of a selected Object Storage Package; and

b. for all object storage usage (whether uncommitted pay as you go usage or with an Object Storage Package) Internet data transfer charges as set forth in section 4.5 (Internet Data Transfer) apply for data transfers from a Cloud Data Center storage facility. There is no charge for data transfers to a Cloud Data Center storage facility.

When Services are acquired from IBM Business Partner, the following terms apply:

Contact your IBM Business Partner to determine applicable terms for object storage.

Object Storage Account Termination

To terminate the Object Storage Account Customer must submit an Additional Services Order Form or provide written notice to IBM requesting termination of such Object Storage Account. However, prior to any such request for termination, Customer agrees, and is required, to close all Object Storage Child Accounts and delete all stored data and other Content. Upon receipt of a termination request, IBM will proceed to close Customer’s Object Storage Account unless stored data or other Content remains in the account. If any such data or other Content remains, IBM will send Customer a termination confirmation request with Object Storage Account closing instructions. IBM will not close the Object Storage Account until IBM receives from Customer a confirmation that all the required closing activities have been completed. Customer understands that charges continue to accrue for all object storage usage until IBM receives such confirmation and closes the Object Storage Account. Customer remains responsible to IBM or to the IBM Business Partner, as applicable, for all charges incurred through the effective date of termination. Customer understands that upon termination and closing the Object Storage Account all data and other Content will be deleted.

Object Storage Service Level Agreement

The SLA is as set forth in section 9 (Service Level Agreements).

4.5 Internet Data Transfer

IBM provides for inbound and outbound data transfers by Customer between the Cloud Data Center and the Internet to access and use the Services. Customer is responsible for providing access to and associated network bandwidth from Customer's location to reach the Internet. IBM will track and meter the amount of both inbound and outbound data Customer transfers. The metered amounts for inbound and outbound data transfers per month, rounded up to the next whole gigabyte (GB), will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

4.6 Reserved IP Addresses

Customer may order reserved public Internet protocol (“IP”) addresses (“Reserved IP Address”) for use on the publicly accessible shared virtual local area network (“Shared VLAN”) in a Cloud Data Center. Customer may assign an available Reserved IP Address to a VM Instance when ordering a VM Instance. A Reserved IP Address will remain available for use until Customer deletes the Reserved IP Address in the Cloud Web Portal.

IBM will track and meter per hour the number of Reserved IP Addresses Customer has available for their use whether assigned or unassigned to a VM Instance. The metered amount of Reserved IP Address hours will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business partner, as applicable.

4.7 Service Instances

Users may order Service Instances from the Service Instances tab in the Cloud Web Portal control panel by selecting a Service Instance from either Customer’s Private Asset Catalog as described in section 4.7.1 below or from the Public Asset Catalog as described in section 4.7.2 below. The User ordering a Service Instance and the Account Administrator will be able to view the status of a Service Instance order submitted on the Cloud Web Portal by viewing the Cloud Web Portal control panel for Service Instance or using appropriate APIs. Such status will show if a Services order is not accepted or fails during the provisioning process.

When ordered, a Service Instance will provision Services options (which may include VM Instances, persistent storage IP addresses and other computing resources), Service Component Software, and any Content as specified in the Service Instance Descriptor or SI Use Terms on an “as available” basis. Customer understands that for each ordered Service Instance the compute resources will provision and become active and then the initialization of the Service Instance will commence (e.g. start up a user interface to access the ordered Service Instance). If the Service Instance fails to initialize after the Services computing resources have started up, the Cloud Web Portal control panel will display a status notice of the failure. Customer is responsible monitor the status of a Service Instance order. If a Service Instance fails to properly initialize Customer will need to submit orders to delete all compute resources and then reorder the Service Instance. Customer understands that any active Services computing resources will continue to incur charges until specifically deleted from the Users Account control panel. Customer is responsible monitor the status of such deletion orders per section 4.1 (Services Order Initiation and Deletion).

Customer understands that not all the compute resources or Services options and Service Component Software that are part of a Service Instance will be visible to a User in the Cloud Web Portal control panel for an Account but may be running in the background to support the Service Instance. Prior to ordering a Service Instance, Customer is responsible to review the online description of the Service Instance in the Cloud Web Portal, the Service Instance Descriptor details, or SI Use Terms, as applicable, to understand any specific use terms, the computing resources and other Services options and Service Component Software that will be provisioned with the Service Instance, including applicable charges and available options for the Service Instance or its use.

Customer is responsible for managing Service Instances. This includes interacting with the provisioning process as required and deleting Service Instances no longer required. Service Instances may store Content, including any work products or results from Customer’s use of the Service Instance, that may need to be managed, (e.g. be backed up). Customer is responsible to review the Service Instance Descriptor or the SI Use Terms, as applicable, to determine what Services options are deleted when the Service Instance is deleted and which Services options are not deleted (e.g. persistent storage) until Customer takes additional action to specifically delete such remaining Services options. Any Services options that remain after deletion of a Service Instance will appear within the Customer Account as an independent Services options, (e.g. persistent storage blocks not deleted when a Service Instance is deleted will appear in the persistent storage listing in the Cloud Web Portal control panel). Standard charges for any such Services options will continue to accrue until Customer specifically deletes them.

Customer is responsible for managing User and Solution Recipient access to Service Instances, including any log in instructions, id’s or passwords.

4.7.1 Private Asset Catalog Service Instances

Customer can copy, upload or create Service Instance Descriptors and store them in the Private Asset Catalog for ordering of Service Instances. Customer provided Service Instance Descriptor specifications, scripts, and icons are considered Content as defined in the Agreement.

Customer is responsible for properly identifying and complying with applicable SC Terms for any Service Component Software included within a Service Instance Descriptor. If Customer shares a Service Instance Descriptor within an Account, Customer is responsible to properly identify within the Service Instance description in the Private Asset Catalog all Services options and Service Component Software use that is provisioned using such Service Instance Descriptor. Customer is responsible to comply with the terms set forth in sections 5.2 (Service Component Use Options) and 5.3 (Use of Service Component Software) including, as applicable, obtaining proper Entitlements for each use of any BYOL Software that is used by a Service Instance.

For each Service Instance provisioned using a Customer provided Service Instance Descriptor, IBM will track and meter all Services options, including Service Component Software provisioned using such Service Instance Descriptor. The metered usage will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

When Customer orders deletion of a Service Instance provisioned from a Customer created Service Instance Descriptor, the Customer Service Instance Descriptor specifications determine what Services options are deleted with the Service Instance and what Services options remain until Customer takes additional action to specifically delete any such remaining Services options. Customer agrees that any remaining Services options will continue to be metered and will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business partner, as applicable, until Customer deletes them.

4.7.2 Public Asset Catalog Service Instances

For Service Instances available from the Public Asset Catalog, the SI Use Terms in Appendix B will provide the description of the Service Instance including how usage will be metered and what charges apply. As applicable, the SI Use Terms may identify Services options, including any Service Component Software that are included and part of the Service Instance or that may be available for use from the Service Instance, and any additional terms applicable to the use of the Service Instance. Customer understands that Service Component Software, included as part of or made available using a Service Instance, may not contain all the features or functions of the particular generally available software available directly from the software licensor.

Before ordering a Service Instance from the Public Asset Catalog, Customer should carefully review the Service Instance description and SI Use Terms, including any referenced License Agreements for Service Component Software included as part of the Service Instance, any charges and termination terms. The SI Use Terms will provide any specific usage, operational, and access terms and charging metrics for usage of the Service Instance. By ordering and accessing a Service Instance, Customer agrees to the terms of the SI Use Terms, including any reference License Agreements. Any Service Instance identified as a “pre-release” are also subject to the terms of section 10 (Pre-Release Services).

For each Service Instance ordered from the Public Asset Catalog, IBM will track and meter the Service Instance usage, or any other Services usage ordered and enabled from within such Service Instance, as described in the SI Use Terms, which may include per hour usage of Service options or Service Component Software or may include usage metering specific to the particular Service Instance, (e.g. per user usage). The metered usage will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

When Customer orders deletion of a Service Instance from the Public Asset Catalog, Customer understands that when the Service Instance is deleted, the SI Use Terms will describe what Services options delete and what Services options remain (e.g. associated persistent storage or IP addresses). Customer understands that until Customer specifically deletes remaining Services options, usage metering of such Services options will continue and may affect charges.

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5. Service Component Software Options

Use of Service Component Software are set forth in this section 5 and applicable terms for Service Component Software Customer selects for use in a VM Instance, or included as part of or available from a Service Instance. The Public Asset Catalog, SI Use Terms, or as may be indicated or presented provide information on Service Component Software use options and links to the applicable SC Terms Attachment (may be designated as “Terms.pdf” ) in the Public Asset Catalog and applicable end user software license terms. Customer agrees that Customer and Users are responsible for viewing and complying with the SC Terms, SI Use Terms and applicable end user software license terms prior to any use of any Service Component Software within the Services as set forth in this section.

Service Component Software may contain software licensed by IBM or licensed by third party software providers. Specific terms below may apply depending on the software licensor.

5.1 Service Component Operating Systems

5.1.1 SCE Operating Systems

A SCE Operating System is provided as Service Component Software under the “pay as you go” use option defined in section 5.2 item a below and use of any such SCE Operating System is in accordance with the applicable Third Party Agreement or additional IBM licensing terms as described in section 4.3 of the Agreement (Third Party Software). Depending on the selected SCE Operating System, the applicable Third Party Agreement or additional IBM licensing terms is one of the following:

• SUSE Linux Enterprise Server version 11 software is licensed from Novell to Customer under the Novell Software License Agreement found at www.novell.com/licensing/eula/suse/sles_11_en.pdf (PDF, 63KB) .
• Red Hat Enterprise Linux software is licensed from Red Hat to Customer under the Red Hat Enterprise Agreement found at www.redhat.com/licenses/.
• Microsoft Server software (all available versions) is licensed from Microsoft to Customer under the Microsoft Server License Agreement found at www.ibm.com/services/us/gts/html/microsoft_volume_licensing.html.

5.1.2 Other Operating Systems

Any other operating system included in an Image available from the Public Asset Catalog or in a Private Image saved from such Image is provided as Service Component Software under the "bring your own license entitlement" use option as defined in section 5.2 item b below and use of any such other operating system is as described in the SC Terms for the Image.

5.2 Service Component Software Use Options

IBM offers Customer several use options for Service Component Software.

a. A “pay as you go” (“PAYG”) option is available for Service Component Software identified as PAYG within the Services (“PAYG Software”). The usage metering for PAYG Software will directly affect the charges Customer will be invoiced by IBM or as may be specified by an IBM Business Partner, as applicable.

b. A “bring your own license entitlement” (“BYOL”) option is available for Service Component Software identified as BYOL within the Services (“BYOL Software”). Service Component Software may be from IBM Corporation and other third party software providers. A BYOL Software is only available if Customer has properly acquired authorizations to use a software product from the licensor of the software identified for the BYOL Software (“Entitlements”).

(1) For BYOL Software with software licensed by IBM Corporation, such Entitlements for IBM software must be acquired separately under IBM’s International Passport Advantage (“PA”) program. Customer can determine the number of Entitlements required toward the use of each IBM Software based on its license metric, as modified at www.ibm.com/software/lotus/passportadvantage/licensing_for_IBM_Cloud.html (“PA Website”). Customer may use such Entitlements only toward the use of the corresponding BYOL Software provided Customer meets the requirements set forth in this section 5.2, item b (1). Customer is responsible for providing required PA information as requested for any for IBM Software that Customer may use. When Customer uses an IBM BYOL Software, Customer is responsible to i) have accepted and remain in compliance with all terms of the applicable IBM International Passport Advantage Agreements (“PA Agreements”) covering the Entitlements; ii) have accepted and remain in compliance with the PA Attachment for Sub-Capacity Licensing Terms the terms of which govern use of the Entitlements with the Services; iii) maintain a written record of any use of Entitlements with the Services; and iv) acquire and maintain current IBM software Subscription and Support services, as defined in the PA Agreements (“S&S”) for the Entitlements applied to such BYOL Software. Customers may access S&S for support of IBM BYOL Software provisioned in a VM Instance. Customer, and not IBM, is responsible to apply any updates or fixes for such BYOL Software once provisioned in a VM Instance.

(2) For BYOL Software licensed by other third parties, such Entitlements for the third party software identified in the description of the BYOL Software must be acquired separately from the licensor of such third party software. Upon provisioning of a VM Instance, Service Instance or other provisioned compute resource containing a third party BYOL Software, Customer may be required to provide a valid license key or other information provided with the separately acquired Entitlement to allow access to such BYOL Software. Customer is still responsible for VM Instance compute resource and other Services options or Service Instance associated with use of a third party BYOL Software even if access to the third party BYOL Software is not allowed due to improper Entitlements.

Customer represents that by selecting a BYOL Software, Customer has acquired sufficient Entitlements to cover Customer’s use of such BYOL Software on the selected VM Instance compute resource, Service Instance, or other provisioned compute resource size in accordance with: i) for IBM BYOL Software, the requirements set forth in IBM’s PA Website and ii) for BYOL Software from other third party software providers, any terms specified by the third party licensor as applicable. Such Entitlements are to be dedicated solely to that BYOL Software running on the VM Instance, Service Instance, or other provisioned compute resource upon which it is provisioned. Customer may request that IBM disable any BYOL Software from the Public Asset Catalog that Customer does not have proper Entitlements for or does not want their Users to utilize as described in section 3.3 (Services Enablement).

Section 8 (Services Forum, Feedback, Support, and Maintenance) provides IBM's obligations for support for Service Component Software.

c. A "Pre-Release" ("Pre-Release") option is available for Service Component Software identified as Pre-Release in the Public Asset Catalog ("Pre-Release Software"). A Pre-Release Software is made available to Customer on a temporary basis, and Customer's use of a Pre-Release Software is limited to Customer's non-productive, informational use only until IBM withdraws the Pre-Release Software from availability. IBM may request feedback from Customer on its use of a Pre-Release Software as set forth in section 8 (Services Forum, Feedback, Support, and Maintenance).

IBM will post a notice or otherwise notify Customer of the withdrawal of Pre-Release Software from the Public Asset Catalog, and Customer agrees to stop using and delete VM Instances, Service Instance, or other provisioned compute resource containing withdrawn Pre-Release Software and to delete any Private Images that originated from any such Pre-Release Software.

d. A “developer use only” (“DUO”) option is available for Service Component Software IBM designates as “DUO” in the Public Asset Catalog (“DUO Software”). Customer may only use DUO Software in accordance with the terms in Appendix A of this Service Description. DUO Software are not part of the standard Public Asset Catalog enablement and Customer must complete and submit the Enablement Form for Developer Use Only to enable DUO Software. At any time when Customer no longer meets or abides by the terms of Appendix A, Customer must immediately stop using and delete all VM Instances, Service Instance, or other provisioned compute resource containing DUO Software and delete any Private Images that originated from DUO Software.

Notwithstanding any other terms of the Agreement or separate license agreement, IBM is not under any obligation to provide any support, updates or upgrades for Pre-Release Software or DUO Software. IN ADDITION TO OTHER DISCLAIMERS IN THE AGREEMENT, PRE-RELEASE SOFTWARE AND DUO SOFTWARE ARE PROVIDED AS IS, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.

5.3 Use of Service Components Software

The ordering by Customer of Service Component Software or a Service Instance containing Service Component Software, including selected use options (as described in section 5.2 above (Service Component Software Use Options), or a Private Image built from or containing such Service Component Software will affect the charges Customer will be invoiced by IBM as set forth in the Charges Schedule or as specified by an IBM Business Partner, as applicable. The per hour usage metering for such Service Component Software begin when a VM Instance, Service Instance, or other provisioned compute resource upon which it is provisioned is available for use and end when such VM Instance, Service Instance, or other provisioned compute resource is deleted.

If Customer uses an Service Component Software under a use option for which it does not have proper Entitlements or which it is not eligible for, additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for equivalent amounts i) that would have been due as if the Service Component Software was a PAYG Software; ii) equal to what proper Entitlements would have been for such use; or iii) require Customer to obtain proper Entitlements under a separate agreement (as described in section 5.2, item b(1) above). When Services are acquired from IBM Business Partner, the IBM Business Partner will notify Customer of any such additional charges for any such improper use.

Customer understands IBM may provide usage data and Entitlement information provided by Customer specific to usage of a third party Service Component Software to the applicable third party supplier of that Service Component Software. Customer will be responsible to such third party supplier for any improper use.

Customer’s use of Service Component Software is governed by the applicable license agreement, which may include license information or other documentation associated with such software (“License Agreement”), available by accessing the SC Terms in the Public Asset Catalog, in the SI Use Terms, or as provided within a Service Instance. Such License Agreement may be a Third Party Agreement as described in the Agreement section 4.3 (Third Party Software). For Service Component Software from the IBM Corporation, applicable license agreements are also available at www.ibm.com/software/sla and select the option to "search for a specific program license agreement" and then entering the name of the IBM software within Service Component Software.

Use of any Service Component Software identified as a "limited” is: 1) limited to support Customer's use of the corresponding principal program only as permitted in the License Agreement for the principal program; and 2) contingent on Customer's authorization and if required proper Entitlements to use the corresponding principal program.

Notwithstanding any terms of a License Agreement to the contrary, the following terms apply to each Service Component Software:

• the Service Component Software is provided for a term set forth in the Agreement and is not perpetual;
• no installation or download of a Service Component Software, in whole or in part, is permitted except as set forth in section entitled "Enabling Software" in the Agreement;
• no copies (including back-up copies) of a Service Component Software, in whole or in part, are permitted except as specifically set forth in this Service Description;
• no transfer of a Service Component Software, in whole or in part, is permitted; and
• any money back guarantee and warranty that may be provided in a License Agreement does not apply to Service Component Software.

For Service Component Software from the IBM Corporation, any terms in the License Agreement applicable to "Licensee" apply to Customer, and terms applicable to a "Program" apply to such Service Component Software.

If there is a conflict between the terms of the Agreement and those of a License Agreement, the terms of the Agreement prevail. Service Component Software may not contain all features or functions of the particular generally available software available directly from the software licensor.

5.4 Customer Provided Software

Customer is permitted to bring and upload its own properly licensed software (sometimes referred to as “bring your own software and license” or “BYOSL”) for use within the Services. either by installing it directly on a VM Instance, Service Instance, or other provisioned compute resource or adding it to Customer’s Private Asset Catalog as a Customer provided software (which may be an Image, SW Bundle, operating system, or other software) to be included in an Image or used within a Service Instance. Any such Customer provided software Customer brings and uploads in connection with the Services is considered Content as defined in the Agreement. Customer is responsible to ensure Customer has the necessary licenses, Entitlements, and approvals for adding, installing, uploading, transferring, and using such software with the Services.

For software Customer has licensed separately from IBM Corporation (“IBM Software”) only that listed as “eligible” in the “Table of Eligible BYOSL Software Programs” on the PA Website may be uploaded as BYOSL software for use in the Services. For such IBM Software, Customer is responsible to: i) have accepted and remain in compliance with all terms of the applicable PA Agreements covering the Entitlements; ii) have accepted and remain in compliance with the PA Attachment for Sub-Capacity Licensing Terms, and iii) maintain a written record of any use of Entitlements with the Services. Customer is responsible to have acquired sufficient Entitlements to cover Customer’s use of such IBM Software on a selected VM Instance, Service Instance, or other compute resource size in accordance with requirements set forth on the PA Website.

5.5 Private Images

A Private Image can be created and stored in Customer’s Private Asset Catalog by either i) saving a snapshot of a VM Instance, which may include any modifications to Images; ii) importing or creating a new Image using an available Image creation tool or service; iii) saving an additional copy of an Image; or iv) creating a clone of an existing Image. Each Private Image will be stored as described in section 5.5.5 (Private Image Storage) below. Use of persistent storage blocks as described in section 4.4 (Persistent Storage Blocks) is required to: i) import a Customer provided Image or other software or Content from outside the Services for use when creating a Private Image, or ii) copy and remove a Customer provided software or Content from the Services.

Private Images built from or containing Service Component Software will be saved with a file record of all such Service Component Software, including each use option (see section 5.2 Service Component Software Use Options). Images containing any Service Component Software may not be copied or removed from the Cloud Data Center and used outside the Services.

Customer agrees not to delete, alter or change any files or information within the Private Image asset file, including the Service Component Software list, to avoid or modify applicable charges. Any such modification of a Private Image asset file may result in any of the following actions i) assessment of additional charges as set forth in section 5.3 (Use of Service Components Software) below; ii) suspension or deletion of VM Instances containing modified Private Image; iii) suspension of Customer’s access to the Services, in whole or in part; or iv) termination of the Agreement and closing of Customer’s Account.

5.5.1 Instance Snapshot

Within the Cloud Web Portal, Customer may save a snapshot of a running VM Instance, including Content Customer may have created or added to that VM Instance, by creating a Private Image in the Private Asset Catalog. The VM Instance will be unavailable for use during the save process. The control panel page will show a “saving” status of the VM Instance while the Private Image is being created. The time it takes to save a Private Image may be affected by the size of the VM Instance and Content within the VM Instance.

A list of Private Images will be displayed within the control panel page of the User that created it, as well as in the User's Private Asset Catalog that the User and Account Administrator can see. The User may designate a Private Image to be share within the Account community and store a copy the Private Image into the Account community Private Asset Catalog which enables other Users within Customer's Account to access and use such Private Image.

5.5.2 Creating a new Private Image

Customer can create a new Private Image by using an available image creation tool or service available in the Cloud Web Portal or externally from a third party and importing the Image into the Customer's Private Asset Catalog in the Cloud Web Portal.

5.5.3 Copying a Private Image

Customer can create a copy of a Private Image using an available API and storing a complete copy, including the Image software binaries as a new Private Image in the same or different Cloud Data Center.

5.5.4 Cloning a Private Image API

Customer may a clone a Private Image within Customer's Private Asset Catalog using an available API, which creates a copy of the Private Image asset record which includes the start up instructions, User input and other Content, and a link to the software binaries of the originating Private Image. This cloned Private Image uses less persistent storage than the originating Private Image since it shares and uses the software binaries of the originating Private Image.

5.5.5 Private Image Storage

Private Images in the Private Asset Catalog will be stored in separate persistent storage files and not within the persistent storage blocks described in section 4.4 (Persistent Storage Blocks). For each Private Image, IBM will track and meter:

a. the amount of persistent storage used to store each copy of a Private Image rounded to the next whole gigabyte (GB); and

b. the number of input and output access requests to save each Private Image rounded up to the next million.

For each saved Private Image copy, the storage amounts used and the number of input and output requests metered will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable. Customer is responsible for managing and deleting Private Images from storage when no longer required.

5.5.6 Restoring a Private Image as a VM Instance

A Private Image can be provisioned in a new VM Instance from the Private Asset Catalog by initiating a new VM Instance Services order as described in section 4 (Cloud Web Portal Services Orders) above and selecting a Private Image from the Private Asset Catalog. IBM will track and meter the applicable per hour usage for any Service Component Software contained in the Private Image in any new VM Instance, along with the per hour usage of the VM Instance and other computing resources. The metered usage amount, in addition to the usage of the VM Instance and other computing resources will directly affect the charges Customer will be invoiced by IBM at then current rates and charges or as specified by an IBM Business Partner, as applicable. Customer is responsible to ensure Customer has proper Entitlements for all other software in the Private Image, including any BYOL Software as described in section 5.2, item b for each use of a Private Image.

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6. Additional Services Options

Customer may order or change additional Services options described in this section 6 (Additional Services Options) by either i) completing an Additional Services Order Form Attachment and submitting it to IBM or an IBM Business Partner or ii) by using IBM's on-line web ordering capability (where available) to place an order. Upon acceptance of an order by IBM for additional Services, IBM will contact Customer for any scheduling or set up activities as required and will notify Customer when such additional Services are available for use.

6.1 Reserved Capacity Package Option

IBM offers Customer the additional Services option to order a “Reserved Capacity Package” to reserve VM Instance compute resource capacity for Customer use. Without a Reserved Capacity Package, VM Instance compute resources are provided on an “as available” basis as described in section 4.1 (VM Instance Compute Resources).

6.1.1 Reserved Capacity Package

Customer may order a reservation package consisting of a number of reserved capacity units for a reservation period of either 6 or 12 months. For each reserved capacity unit that Customer orders, IBM will reserve compute resources as follows:

VM Instance Compute Resource	For each Reserved Capacity Unit
Reserved Virtual CPUs @ 1.25GHz	64 CPUs
Reserved Virtual Memory in gigabytes (GB)	96 GB
Reserved Virtual Storage in gigabytes (GB)	9,600 GB

Upon the Reservation Start Date, as defined in section 6.1.2 below, IBM will reserve the specified number of VM Instance compute resources for Customer use for the selected reservation period. If during a reservation period Customer usage exceeds the specified number of reserved capacity resources, IBM will use commercially reasonable efforts to provide additional VM Instance compute resources on an “as available” basis until the end of the reservation period. Any unused reserved capacity will be released upon the expiration of a reservation period.

When Services are acquired from IBM, the following additional terms apply:

For the Reserved Capacity Package Customer orders, IBM will invoice and Customer agrees to pay charges as set forth in the Charges Schedule for:

a. a monthly recurring charge for the Reserved Capacity Package equal to the reserved capacity unit charge times the number of reserved capacity units ordered for each month of the selected reservation period. Such monthly recurring charge begins on the Reservation Start Date and ends upon the expiration of the selected reservation period and will be prorated based on the date during the month when the reservation period begins, changes, or ends; and

b. the preferred reserved capacity per hour usage charges for each VM Instance compute resource configuration within the capacity limitations of the reservation package. For VM Instance compute resources ordered in excess of the reserved capacity limitation, standard unreserved per hour usage charges apply. For each VM Instance the per hour usage charges begin when the VM Instance is available for use and end when the VM Instance is deleted. For VM Instances using a SCE Operating System, such SCE Operating System is designated as PAYG and charges are included as part of the VM Instance compute resource charge.

There are no credits or refunds for any unused reserved capacity.

6.1.2 Reserved Capacity Ordering and Acceptance

Customer can order one Reserved Capacity Package with a specified number of reserved capacity units, reservation period, and request a start date for the reservation period ("Requested Date").

If the Requested Date is less than one month from the order date and IBM has sufficient capacity available, IBM will accept Customer's order by notifying Account Administrator of a planned start date ("Planned Date") the reserved capacity is estimated to be available. If capacity is not available; IBM will provide a revised Planned Date when capacity is estimated to be available.

If the Requested Date is greater than one month from the order date, IBM will accept Customer's order and the Planned Date will be the Requested Date. IBM will continually review capacity availability and reserves the right to delay the Planned Date if capacity becomes unavailable. IBM will notify Customer at least one month prior to Planned Date if IBM determines capacity will not be available to meet the current Planned Date. Such notice will provide a revised Planned Date for when capacity is estimated to be available.

If IBM does not have capacity available and provides Customer a revised Planned Date that does not meet Customer needs, Customer may cancel an order as described below.

A reservation period starts when IBM notifies the Account Administrator that the Reserved Capacity Package is enabled and available for use ("Reservation Start Date").

6.1.3 Delay, Cancelation, or Change to a Reserved Capacity Order

Customer may delay or cancel an order at any time prior to the Reservation Start Date by providing the Cloud Services Focal Point notice of any such delay or cancelation. Any change to an order for a Reserved Capacity Package will require Customer to cancel the existing order and submit a new order with new Reserved Capacity Package requirements.

When Services are acquired from IBM, the following additional terms apply:

If such notice to delay or cancel is provided within one month of the Planned Date, Customer agrees to pay as a termination charge of one month of the monthly recurring charge for the Reserved Capacity Package ordered. If cancelation is due to a delay in the Planned Date by IBM, no cancelation charges will be due.

6.1.4 Renewal of Reserved Capacity

Customer agrees that a Reservation Capacity Package will renew automatically for the same number of reserved capacity units for the same length reservation period, unless either party provides written notification to the other of its decision not to renew at least one month prior to the end of the current reservation period. For any such renewal, the reservation period for any renewal period starts upon any subsequent anniversary date of a renewal reservation period.

6.1.5 Changes to a Existing Reserved Capacity Package

Customer may add additional reserved capacity units to an existing Reserved Capacity Package at any time during the reservation period by submitting an order for additional reserved capacity units. If capacity is available, IBM will accept Customer's order by notifying Account Administrator that the additional reserved capacity compute resources are available.

Customer may decrease the number of reserved capacity units in a Reserved Capacity Package at any time during the reservation period by submitting an order to decrease the number of reserved capacity units.

When Services are acquired from IBM, the following additional terms apply:

When additional reserved capacity is made available, IBM will notify the Account Administrator and adjust the Reserved Capacity Package monthly recurring charge to include the additional reserved capacity units.

The effective date of a decrease in the number of reserved capacity units and adjustment to the Reserved Capacity Package monthly recurring charge will be the date of the next full billing period as notified by IBM. If Customer orders a decrease in a Reserved Capacity Package prior to the end of a reservation period, in addition to charges for Services still in effect, IBM will invoice and Customer agrees to pay as a termination charge for the decrease in the Reserved Capacity Package, an amount equal to 70% of the monthly recurring charge for the number of reserved capacity units decreased for the remaining number of months in the reservation period.

As described in the Agreement, IBM may change the terms of the Services upon posting notice to the Cloud Web Portal. If any such change increases the reserved capacity unit charge impacting the Reserved Capacity Package monthly recurring charge, such change will not take effect for an existing Reserved Capacity Package until the expiration of the reservation period. Upon expiration of the reservation period, the then current monthly recurring charge for a Reserved Capacity Package will apply for any renewal period and will take effect upon the renewal anniversary date.

6.1.6 Reserved Capacity Termination

Customer may terminate a Reserved Capacity Package in whole at any time during the reservation period by submitting an order to terminate such package with at least one month's written notice.

When Services are acquired from IBM, the following additional terms apply:

If Customer terminates prior to the end of a reservation period or if IBM terminates the Agreement for cause, IBM will invoice and the Customer agrees to pay i) all charges due for Services provided through the effective date of termination; and ii) termination charges in an amount equal to 70% of the Reserved Capacity Package monthly recurring charge for the remaining number of months in the reservation period.

6.2 Virtual Private Network Environment and Virtual Local Area Network Services

Customer may order one virtual private network environment ("VPNE") per Cloud Data Center and up to five private virtual local area networks ("Private VLAN") per Cloud Data Center. Customer may associate a Private VLAN to a VPNE or the Private VLAN can be standalone and not associated with a VPNE.

Customer is able to select during VM Instance configuration to provision a VM Instance within either i) the Customer’s Private VLAN established in the selected Cloud Data Center, or ii) the Cloud Data Center’s shared VLAN, publicly accessed from the Internet. Customer understands that Users can configure a VM Instance with multiple IP addresses associated with multiple VLANs (Customer’s Private or the Cloud Data Center’s shared VLAN) which may expose Customer to different security characteristics.

Customer understands that prior to ordering deletion of a VPNE or a Private VLAN, whether associated with a VPNE or a standalone Private VLAN, the Customer must have deleted all VM Instances provisioned in those environments. Customer is responsible to save any such VM Instance as Private Images so they may be later provisioned as a new VM Instance on the shared VLAN or another Private VLAN as required.

6.2.1 Virtual Private Network Environment Services

Each VPNE is required to have at least one associated Private VLAN and at least one but no more than five VPN tunnels ("VPN Tunnel"). A VPN Tunnel is an encrypted communication path, between a unique remote customer computing VPN gateway endpoint and an IBM VPN gateway endpoint in a Cloud Data Center. VPN Services include support to connect to the IBM VPNE over the Internet using Internet protocol security extensions ("IPsec") VPN Tunnels only. When multiple Private VLANs are associated to a VPNE within a Cloud Data Center, IBM will provide routing between each Private VLAN with the VPNE.

Customer will specify one unique IP subnet range representing the Customer VPN endpoint connection for each VPN Tunnel requested. All VPN Tunnels to a VPNE within a Cloud Data Center will be connected to all of the Private VLAN associated with the VPNE. Network configuration support for Customer's endpoint connection of a VPN Tunnel is not part of these Services.

A one time charge for each VPNE and a one time charge for each associated Private VLAN will be due upon acceptance of Customer's order. IBM will track and meter the per hour usage for each VPNE. The per hour metering for each VPNE begins when a VPNE is available for use and ends when the VPNE is deleted. The metered amount of hours for each VPNE will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

After an initial order and set up of a VPNE within a Cloud Data Center, Customer can request changes to the VPNE by submitting an Additional Services Order Form. A one time charge for each change request per Cloud Data Center will be due upon acceptance of Customer's order. A change request is required to change the number and configuration of any VPN Tunnels or the number or configurations of any associated Private VLANs. Deletion of the last VPN Tunnel in a Cloud Data Center will remove the VPNE for that Cloud Data Center.

6.2.2 Standalone Private VLAN Services

Customer may order standalone Private VLANs not associated with a VPNE. A one time charge for each standalone Private VLAN ordered will be due upon acceptance of Customer's order. Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

6.2.3 Set-up Responsibilities

IBM will, for initial setup and as required for any changes requested after initial set up:

a. provide a VPN/VLAN set-up information form for each Private VLAN or VPNE, which will include VPN Tunnel configuration or change request within each Cloud Data Center;

b. upon receipt of the completed set-up form, set up the Private VLAN, VPNE, including the VPN Tunnel in the selected Cloud Data Center using information provided by Customer;

c. provide Customer network representative with information regarding the VPN configuration needed to connect to an IBM VPN gateway endpoint; and

d. schedule and conduct an activation call with Customer's network representative at a mutually agreed to time to jointly activate a VPN Tunnel(s) for the VPNE.

Customer will, for initial setup and as required for any changes requested after initial set up:

a. designate a technically qualified network representative that can represent Customer and provide required configuration and set up information to IBM;

b. provide configuration information by completing and returning to IBM the VPN/VLAN set-up information form for each Cloud Data Center where a Private VLAN or VPNE is to be established;

c. Customer will provide a non-overlapping IP Address range for each Private VLAN or may request IBM to provide the IP range. In either case the Private VLAN will support a subnet range of private non-Internet routable IP addresses meeting RFC 1918 classless inter domain routing (CIDR) of a size between /28 to /16. Private VLAN IP addresses will only be visible within a Customer's Private VLAN and not visible from the public Internet, or the Cloud Data Center's Shared VLAN;

d. configuring and maintaining access from Customer's computing environment to each IBM's VPN Tunnel gateway;

e. perform initial preliminary set up activities related to the Customer's managed VPN end points prior to the joint activation call;

f. have Customer network representative participate in the call to jointly activate each VPN Tunnel connection;

g. perform troubleshooting and correction of any issues with the configuration of Customer's VPN end point, any routing issues within Customer's network or any routing issues between Customer's network and the IBM VPN gateway; and

h. initiate and maintain proper security controls for communications related to Private VLAN and VPN Services including but not limited to any desired protections at the entry into Customer's data center through the Customer provided VPN gateway.

If during set up activities, Customer makes any change to the number of Private VLANs different from what was specified on the Additional Services Order from, IBM reserves the right to reconcile and adjust the Additional Services Order Form and charge Customer based upon actual Services provided.

6.3 Premium Support Services

Customer may order premium support Services that extend the base Services support provided through the Forum as described in section 8 (Services Forum, Feedback, Support, and Maintenance). Customer may also elect to supplement this premium support option by ordering the SCE Operating System support Services as described in section 6.5 (SCE Operating System Support) below.

To Customers who have ordered premium support Services, IBM will provide remote technical support to assist Customer in the use of the Cloud Web Portal, access to Services, VM Instance and Service Instance creation, and Service Component Software management functions within the Cloud Web Portal. Support of VM Instances, Service Instances or any Service Component Software once provisioned is not provided under these premium support Services. Such support may be available under separate agreement from IBM (for example software subscription and support agreement) or from a third party vendor. Similarly, support is not provided for third party software, custom code development or debugging, or system design or configuration issues with provisioned VM Instances or Service Instances.

IBM will provide assistance for up to 3 named Customer technical representatives who will be the focal points that are authorized to submit questions or problem requests and work with IBM's technical support center and to whom IBM may direct general technical information pertaining to the use of the Services. Customer is responsible to identify and provide current contact information for the technical representatives.

Customer technical representatives can submit service requests to IBM's help desk by calling IBM's telephone support, available 24x7 each day of the year or by accessing IBM's on-line Web ticketing system. A "Service Ticket" will be created in IBM's Web ticketing system for a properly submitted service request. The Web ticketing system and all support will be provided in the English language, however with premium support Services translation services are available for a limited number of supported languages by calling IBM's telephone support and requesting interpretation support. Not all languages are supported.

IBM will assign additional technical support as appropriate for Service Tickets. For Service Tickets not affecting IBM's entire customer set IBM will work on the Service Ticket during normal support hours as described in section 8 (Services Forum, Feedback, Support, and Maintenance) below.

Customer will be able to view and track progress of any Service Ticket using IBM's Web ticketing system. When submitting a service request, the technical representative agrees to provide a complete description of the problem, error codes and all relevant and available diagnostic information.

6.4 Advanced Premium Support

Customer may order advanced premium support Services which will provide Customer with all the benefits of premium support described in section 6.3 (Premium Support) plus the following enhancements.

Customer's technical representative will classify the support requests with an appropriate severity level based upon the severity table below. IBM's help desk will review the service request and problem information provided by Customer and validate the severity level of the problem. IBM reserves the right to reclassify the severity level of the Service Ticket. Based upon the severity level, IBM will initiate service on a Service Ticket within the specified Response Time, 24 hours a day, seven days a week.

"Response Time" means the time elapsed between when a Service Ticket is assigned in IBM's Web ticketing system signaling IBM has acknowledged the service incident and severity level, to the point in time when the first activity is posted to the Service Ticket indicating IBM's activation of the resolution process. IBM will update status of a Service Ticket in IBM's Web ticketing system.

Severity Level		Response Time
Severity 1 Severe Business Impact	- Critical System, network or component outage with critical impact on Customer's service delivery - Total loss of production service to Customer's entire user or customer set - Impacts one or more service level commitments	30 minutes
Severity 2 Major Business Impact	- Key component or network is down, degraded, or unusable. Potential critical impact on service delivery. - Service performance degradation; service delivery impacted. - Production service to partial user or customer set of Customer affected.	4 hours
Severity 3 Minor Business Impact	- A component is down, unusable, or difficult to use. Some operational impact, but no immediate impact on service delivery. - Service outage but alternative workaround available. - Incidents that degrade service but do not prevent delivery of service. - Potential exposure to ability to delivery of service with scattered number of users or customers affected.	12 hours
Severity 4 No Business Impact	- Component or procedure, not critical to customer is unusable. Alternative is available; deferred maintenance is acceptable. - No impact to service. - No production affected. - Individual user or customer affected.	24 hours

6.4.1 Advanced Premium Support Service Level Agreement

The SLA is as set forth in section 9 (Service Level Agreements)

6.5 SCE Operating System Support

Customer may order SCE Operating System support to enhance either premium support Services or advanced premium support Services described above. Customer may order SCE Operating System support for Linux or Windows operating systems or both. IBM will provide remote technical assistance in support of the selected SCE Operating Systems that have been provisioned through the Cloud Web Portal. Support for other operating systems provided with Service Component Software or Customer provided software or operating systems is not provided and Customer should maintain proper maintenance and support agreements with the provider of any such software. IBM will provide Customer the contact information to receive SCE Operating System support.

This support includes:

a. IBM assistance for usage and configuration questions and general guidance on product documentation;

b. IBM assistance to isolate problem causes and provide recovery information if available from the vendor;

c. For known defects, IBM will provide corrective service information and program fixes, if available from the vendor.

d. For supported Linux SCE Operating Systems, IBM will make available new fixes for operating system open source components. IBM may make available emergency source code fixes as new defects are reported. Customer understands IBM is not a Linux distributor and does not distribute patches, maintenance updates or refreshes. Customer must receive any such maintenance updates and refreshes directly from the Linux distributor and the open source maintainer for inclusion and distribution as errata updates and patches. IBM will support these new source code fixes until such time that the Linux distributor or open source maintainer incorporates them or develops an alternate fix and distributes as errata update or patch;

e. if necessary and with Customer permission, IBM will remotely access a Customer virtual computing resource instance to assist in isolating a software problem cause. Customer must grant permission and provide IBM appropriate remote access. Customer will remain responsible for adequately protecting the virtual computing resource instance and any Content contained therein whenever Customer provides IBM remote access. Customer is responsible for protecting any access codes provided by IBM and that such are used only by Customer authorized personnel; and

f. if a new (unknown) defect is identified, IBM will report it to the appropriate vendor and notify Customer of such actions. Upon such report, IBM will consider its support requirement fulfilled since resolution of these defects is the responsibility of the third party vendor.

SCE Operating System support is not subject to nor part of any service level agreements provided as part of the advanced premium support Service. All SCE Operating System support will be provided in the English language and Customer's technical representatives will need to be English speaking.

6.6 Object Storage Options

An Object Storage Account is initially available for use on an uncommitted pay as you go basis with selected copy policy. Customer may order the following additional options for or make changes to their Object Storage Account by submitting an Additional Services Order Form to IBM:

• an object storage package with a committed minimum monthly storage usage level ("Object Storage Package"); and
• changes to storage copy policy as described in section 4.4.2 (Object Storage). Upon receipt, IBM will make the changes and notify Customer when the change has been made. If Customer orders deletion of the second copy from a Cloud Data Center, IBM will deleted all data and other Content from the specified Cloud Data Center. Continued object storage usage will be based upon a one copy policy at the remaining Cloud Data Center.

6.6.1 Object Storage Package with Usage Commitment

Customer may order an Object Storage Package, the commitment period is 12 months from the date IBM notifies the Object Storage Administrator that the commitment period begins ("Commitment Start Date") which is the date IBM notifies Customer the Object Storage Package is enabled and ready for use.

Renewal of an Object Storage Package

Customer agrees that an Object Storage Package will renew automatically for an additional 12 month commitment period, unless either party provides written notification to the other of its decision not to renew at least one month prior to the end of the current commitment period. For any such renewal, the commitment period for any renewal period starts upon any subsequent anniversary date of a renewal commitment period.

Object Storage Package Changes or Termination

If Customer has an Object Storage Package, Customer may at any time during a commitment period submit an Additional Services Order form requesting a change to 1) increase to an Object Storage Package with a higher commitment level; 2) decrease to an Object Storage Package with a lower commitment level; or 3) terminate the Object Storage Package and continue using object storage on an uncommitted basis.

If Customer orders a change to an existing Object Storage Package, Customer understands that any such change will result in starting a new 12 month commitment period for the new Object Storage Package and the commitment period of the existing Object Storage Package will terminate.

Any such change will be effective upon the start date of the next full billing period as notified by IBM and for new object storage packages, such date will be the new Commitment Start Date for a new object storage package.

When Services are acquired from IBM, the following additional terms apply:

Upon the effective date of the change, IBM will adjust the charges per the then current Charge Schedule to reflect the requested change.

If Customer orders a decrease to a lower commitment level Object Storage Package or a termination of an Object Storage Package prior to the end of a commitment period, in addition to adjusted object storage charges for continuing object storage Services, IBM will invoice and Customer agrees to pay as a termination charge, an amount equal to 5% of the monthly recurring charge for the number of months remaining in the commitment period of the terminated Object Storage Package.

If Customer orders an increase to a higher commitment level Object Storage Package there are no termination charges for the early termination of the terminated Object Storage Package,

When Services are acquired from IBM Business Partner, the following terms apply:

Contact your IBM Business Partner to determine applicable terms for changes to an Object Storage Package.

7. Security

7.1 IBM Security Responsibilities

IBM will provide the following for the Cloud Data Center base infrastructure only:

a. physical access security for Cloud Data Centers which may include physical alarm systems, video surveillance, and motion detectors in applicable areas;

b. secure access to Cloud Web Portal via Secure Sockets Layer (HTTPS);

c. infrastructure auditing and monitoring of internal privileged users. All users utilize unique identities and credentials. Infrastructure operated and managed by IBM uses IBM's internal data center security policy;

d. IBM has a “no touch” policy regarding Customer’s virtual computing resource instances and storage which means except to provide the Services or as provided in the Agreement IBM does not access Customer’s virtual computing resource instances or Content;

e. intrusion prevention system/intrusion detection system (IPS/IDS) monitoring of network traffic to and from Cloud Data Center to help detect incoming attacks, or malicious behaviors. IBM reserves the right to suspend, block, or delete any virtual computing resource instances which IBM believes are being used in a malicious manner and to block any malicious traffic. IBM will provide notice to Customer if IBM takes any such actions;

f. weekly vulnerability scanning of the Cloud Data Center infrastructure and Service Components only. IBM does not scan specific Customer virtual computing resource instances, unless specifically set forth for a specific Services option;

g. discrete Customer Cloud Web Portal authentication via registered IBM ID. Customer controlled authorization of User access to functions provided by the Cloud Web Portal and the object storage web portal;

h. enable Customer to provision SSH keys on a VM Instance. The SSH keys can be automatically generated, or the Customer can add their own keys through the Cloud Web Portal;

i. enable Customer guestMessages to be accessed only with identification of the User’s VM Instance that sent the guestMessage with such User’s ID and password; and

j. enable Customer ability to configure firewalls for VM Instances. Customer is responsible for implementing appropriate firewall rules for all VM Instances.

Customer agrees that IBM shall have no liability for any security-related services or advice that IBM may voluntarily provide.

7.2 Customer Security Responsibilities

Customer agrees Customer will:

a. manage and secure VM Instances once provisioned for Customer;

b. not access or attempt to access IBM's secure internal network or the resources or information of other IBM customers;

c. not scan the Cloud Web Portal;

d. be responsible for selecting and implementing all VM Instance security, security reviews, or security procedures (such as encryption of data, virus detection, and vulnerability scan) for all VM Instances;

e. be responsible for managing security for Private VLANs and Virtual Private Network Environments;

f. when Customer is performing any technical security integrity review, penetration test, or vulnerability scan:

(1) only test, scan or review the Customer IP addresses that are part of the Services;

(2) only test, scan, or review the Customer virtual computing resource instances and not shared portions of the Cloud Data Center;

(3) maintain record of the date and time of any review, penetration test, or vulnerability scan and provide to IBM upon request;

(4) not perform such reviews more than once per calendar quarter; and

(5) not perform or simulate denial-of-service attacks;

g. manage User and Solution Recipient credentials for access to virtual computing resource instances and any Services;

h. initiate and maintain appropriate firewall policies to control inbound and outbound traffic from VM Instances;

i. change default passwords for Account IDs, Object Storage Account, User IDs or any other access identifications enabled as part of a virtual computing resource instance;

j. utilize secure protocols and mechanisms for accessing VM Instances, such as the SSH key;

k. secure Content being transmitted using the guestMessage API as required (such as encryption of data); and

l. use virtual computing resource instances in accordance with the Acceptable Use Policy which includes not using in a malicious manner, including but not limited to botnet or malware hosting.

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8. Services Forum, Feedback, Support, and Maintenance

IBM will provide an online Cloud Services forum ("Forum") to hold information posted by IBM and all customers of the Services and support discussions regarding the Services.

Customer may, once logged into the Account, post questions, discussion topics, and information or feedback within the Forum. Anything Customer posts to the Forum may be viewed by other customers registered to use the Services. IBM assumes no responsibility (and expressly disclaims responsibility) for the accuracy or completeness of any posted information.

IBM will provide technical support for Services through the online Forum and only thorough the Forum unless Customer orders either premium support or advanced premium support Services. IBM will monitor the Forum and respond to posts requesting technical support on use of the Cloud Web Portal, access to Services, VM Instance and Service Instance creation, and Service Component Software management functions. Forum support is in English only. IBM technical support for third party operating systems or other software is not available through this Forum.

IBM will monitor the Forum Monday through Friday (excluding national holidays) between the hours of 9 a.m. and 5 p.m. in the time zone of each Cloud Data Centers and will use commercially reasonable efforts to post answers back to the Forum by the next business day.

IBM will maintain and install updates and fixes as IBM deems appropriate to the Cloud Data Centers base infrastructure and any of the standard Service Component Software or Service Instances available in the Public Asset Catalog. No updates or fixes will be applied to VM Instances, Service Instances, or any Service Component Software once provisioned in Customer’s Account.

IBM will post scheduled Services maintenance hours on the Cloud Web Portal. Services may not be available during these times. IBM reserves the right to interrupt Services to perform emergency maintenance as needed. IBM may change scheduled maintenance hours and will post to the Cloud Web Portal any such changes, as well as any emergency maintenance information.

In addition to the Forum, IBM may, from time to time, send a survey or have discussions with Customer regarding Services to obtain feedback that will assist IBM in planning and improving the Services. Customer grants IBM an irrevocable, non-exclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, modify, sublicense, distribute, and prepare derivative works based on any feedback or information Customer posts to the Forum or provides in a survey, including without limitation any suggestions, ideas, concepts, or improvements, without restriction of any kind.

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9. Service Level Agreements

The following service level agreements (SLAs) are provided for the Services and Services options listed below. In the event there is a degradation of the specified Services SLA as set forth in this section, Customer will be eligible, subject to the terms below, to receive the specified Service Credit for the missed SLA, when Services are acquired from IBM.

When Services are acquired from an IBM Business Partner, contact your IBM Business Partner to determine if you qualify for a Services Credit.

Customer is not eligible for a SLA for an additional Services option if Customer did not acquire the additional Services option.

9.1 General SLA Terms

9.1.1 Definitions

Qualified Claim -- a claim validated by IBM of a missed SLA not due to any of the exclusions as set forth in section 9.1.4 below.

Services Credit -- an amount equal to the applicable credit as described below for a missed SLA.

SLA Claim -- a claim submitted by Customer of a missed SLA as described in this section.

9.1.2 Services Credit Process

For any missed SLA Customer agrees to the following process.

a. Customer may claim one (1) Services Credit per calendar month.

b. For any event that impacts more than one SLA as described above, Customer may only submit one SLA Claim caused by such one event.

c. in order to receive a Services Credit, Customer must submit a claim to the Cloud Services Focal Point and provide required documentation to substantiate the missed SLA claim by the 5th day of the month following month of the event causing the missed SLA.

d. IBM will review all claims and determine if Customer is eligible to receive a Services Credit when Services are acquired from IBM. IBM's determination of Services Credits is final. When Services are acquired from an IBM Business Partner, contact your IBM Business Partner to determine if you qualify for a Services Credit.

e. When Services are acquired from IBM, Customer agrees to pay all invoices in full while any SLA claim is being reviewed or Service Credit is being determined.

9.1.3 Settlement of Services Credits

If a Services Credit is due, IBM will issue a subsequent invoice with the applicable Services Credit. If charges for the Services, that are subject of an SLA Claim, during a month in which a Services Credit was eligible has not been incurred, or for any other reason has been credited or waived, Customer shall not be eligible for a Services Credit for that month. Should a Services Credit be earned in the final month of Services which were acquired from IBM, IBM will apply the credit against outstanding amounts due IBM under the Agreement, and if no amounts are due, IBM will refund the credit amount to Customer. When Services are acquired from IBM Business Partner, contact your IBM Business Partner for any applicable refunds.

9.1.4 Exclusivity of Remedies

Customer agrees that its only remedies for IBM's failure to meet service level agreements are the credits as set forth in this section 9.

The following will be excluded from the calculation of a Qualified Claim:

a. scheduled maintenance or a scheduled outage;

b. any event outside of IBM's control, including but not limited to the following examples:

(1) periods of emergency maintenance activities, or Customer requested maintenance downtime;

(2) problems with Customer provided Content, service request, or programming errors including, but not limited to, Content installation and integration, incomplete information or data;

(3) problems with Customer's access to Internet from Customer location;

(4) system administration, commands, file transfers performed by Customer representatives, including errors associated with improper use of Services (such as improper or compromised credentials, user ids, call sequences, formatting);

(5) other activities Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and IBM's other suppliers), and other force majeure events;

(6) Customer's breach of its material obligations under the Agreement, including non-payment of valid invoices;

(7) Customer's performance of any technical security integrity review, penetration test, or vulnerability scans or other Customer caused security breach; or

(8) Customer was not available to support IBM diagnosis and resolution or an incident including lack of availability or untimely response time of Customer to respond to incidents that require its participation for source identification or resolution.

9.2 VM Instance Services Availability SLA

This SLA is for the availability of Services to provision and access VM Instances.

9.2.1 Definitions

Availability Percentage -- the amount, expressed as a percentage, equal to the total number of minutes in a month minus the Qualifying Outage Minutes, divided by the total number of minutes for that month.

Claimed Outage -- the period (measured in minutes) during which Customer claims a Services Loss during a month as substantiated by Customer by providing Outage Documentation.

Outage Documentation -- documented records of the dates and times of the failed access attempts during a month, measured in 5 minute increments to support a Claimed Outage. Such records must record the outage dates and times and received error messages for the failed attempts.

Qualifying Outage Minutes -- the aggregate of all Verified Outage minutes in a month, minus any Claimed Outage minutes in that month resulting from any exclusion as set forth in section 9.1.4 above.

Services Loss -- Customer’s inability to connect to the Cloud Data Centers that provide access to the Services to access i) the Cloud Web Portal to access Customer’s Account and provision a VM Instance or ii) an existing active VM Instance. If Customer can connect to one of the Cloud Data Centers to access the Cloud Web Portal, provision a VM Instance, or access an active VM Instance there is no Services Loss.

Verified Outage -- a Claimed Outage that has been verified by IBM using IBM monitoring logs of accessibility of either of the Cloud Data Centers to reach the Cloud Web Portal to view Account information, provision a VM Instance or to access a Customer’s active VM Instance. A Verified Outage begins at the first Claimed Outage from Customer as verified by IBM’s monitoring logs as a Verified Outage and ends when the IBM monitoring log shows the Services restored.

9.2.2 Services Credit

If in any month the Availability Percentage is less than 99.9%, Customer is eligible to receive a Service Credit, subject to the following process.

a. IBM will review submitted Claimed Outages and Outage Documentation against Verified Outages and calculate the Availability Percentage.

b. If the Availability Percentage is less than 99.9%, Customer will be eligible to receive a Services Credit in an amount equal to the prorated sum of the per hour charges for the base compute resource for all active VM Instances for the number of the Qualified Outage Minutes.

9.3 Service Instance Availability - SmartCloud Application Service

This SLA is for the availability to provision or access a SmartCloud Application Service (“SCAS”) Service Instance available from the Public Asset Catalog.

9.3.1 Definitions

Availability Percentage –– the amount, expressed as a percentage, equal to the total number of minutes in a month minus the Qualifying Outage Minutes, divided by the total number of minutes for that month.

Claimed Outage –– the period (measured in minutes) during which Customer claims a Services Loss during a month as substantiated by Customer by providing Outage Documentation.

Outage Documentation –– documented records of the dates and times of the failed access attempts during a month, measured in 5 minute increments to support a Claimed Outage. Such records must record the outage dates and times and received error messages for the failed attempts.

Qualifying Outage Minutes –– the aggregate of all Verified Outage minutes in a month, minus any Claimed Outage minutes in that month resulting from any exclusion as set forth in section 9.1.4 above.

Services Loss –– Customer’s inability to connect to the Cloud Data Centers that provides access to the Services to i) access the Cloud Web Portal to access Customer’s Account and provision a SCAS Service Instance or ii) log into an active SCAS Service Instance. If Customer can access the Cloud Web Portal to provision a SCAS Service Instance to one of the Cloud Data Centers, or log into an active SCAS Service Instance then there is no Services Loss.

Verified Outage –– a Claimed Outage that has been verified by IBM using IBM monitoring logs of accessibility of either of the Cloud Data Centers to reach the Cloud Web Portal to view Account information, provision a SCAS Service Instance, or to log into an active SCAS Service Instance. A Verified Outage begins at the first Claimed Outage from Customer as verified by IBM’s monitoring logs as a Verified Outage and ends when the IBM monitoring log shows the Services restored.

9.3.2 Services Credit

If in any month the Availability Percentage is less than 99.9%, Customer is eligible to receive a Service Credit, subject to the following process.

a. IBM will review submitted Claimed Outages and Outage Documentation against Verified Outages and calculate the Availability Percentage.

b. If the Availability Percentage is less than 99.9%, Customer will be eligible to receive a Services Credit in an amount equal to 10% of the monthly charge for the SCAS Service Instance as may be prorated. For SCAS Service Instances that have a variable monthly charge, the minimum monthly charge will apply. Charges for Services ordered from an initiated SCAS Service Instance are not included in the calculation of a Services Credit.

9.4 Advance Premium Support SLA

IBM’s SLA is for this additional Services option that 100% of all Service Requests will meet the specified Response Time for the assigned severity level. Defined terms are as set forth in section 6.4 (Advanced Premium Support).

9.4.1 Additional Definitions

Missed Response Time – a Service Request in which the Response Time was greater than the specified Response Time for the assigned severity level.

9.4.2 Services Credit

If in any month a Service Ticket that IBM fails to meet a specified Response Time for the assigned severity level, excluding those resulting from any exclusion as set forth in section 9.1.4 above, Customer is eligible to receive a Services Credit, subject to the following process.

a. Customer must submit claim and provide supporting documentation identifying the date and time for each Missed Response Time during a month.

b. IBM will review the claimed Missed Response Time with IBM Web ticketing system data and validate it.

c. Customer will be eligible to receive a Services Credit of:

Number of Service Tickets with Validated Missed Response Time	% of the Advance Premium Support Charge for the month
1-25 Service Tickets 10%	26 or more Service Tickets 20%

9.5 Object Storage SLA

IBM’s SLA is for this additional Services option to provide availability of object storage Services at the availability level as set forth in this SLA. The availability level depends on the object storage copy policy Customer selected.

9.5.1 Additional Definitions

Storage Failure – failure to connect to object storage servers and complete a Storage Request three consecutive times and such failure is not due to any of the exclusions outlined in section 9.1.4.

Storage Request – a valid web storage request received by the object storage servers to store or retrieve object storage data or other Content.

9.5.2 Services Credit

Object storage availability is calculated as a percentage of time object storage is available during a billing cycle by tracking the minutes the object storage is unavailable due to Storage Failures. IBM will calculate the object storage Services availability percentage for object storage by subtracting from 100% the time associated with the total number of Storage Failures divided by the time object storage should be available during a billing period, excluding Storage Failures resulting from any exclusion as set forth in section 9.1.4 above. Object storage is considered available after a Storage Failure when either i) 10 consecutive successful Storage Requests are received or ii) if within 60 minutes of a Storage Failure less than five Service Requests are received. To be eligible for a Service Credit, Customer must submit with any SLA Claim the dates, times, and duration of the Storage Failure and if requested, provide IBM the server logs that support the Storage Failure.

For a Qualified Claim, Customer will be eligible to receive a Services Credit as follows:

Copy storage policy	Object storage services availability percentage	Service Credit as a percent of object storage charges for the billing cycle of the Qualified Claim
one copy	99.0% to 99.9%	10%
two copies	99.0% to 99.99%	10%
one or two copies	Less than 99.0%	25%

If the Monthly Average Object Storage used is less than five terabytes (TB),the one copy storage policy SLA will apply even if Customer has ordered a two copy policy.

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10. Pre-Release Services

IBM may from time to time identify and make available a Services option or capability as a limited, pre-release Service (“Pre-Release Service”). A Pre-Release Service is available on a temporary basis to enable Customer to evaluate the Pre-Release Service and provide feedback to IBM. A Pre-Release Service may be identified as such in the Public Asset Catalog or may be identified in the Pre-Release Service bulletin (“Pre-Release Bulletin”) found in the Services Description tab of the IBM SmartCloud agreement web page for your country at www.ibm.com/services/cloud-enterprise/global-view-contracts.html .

The Pre-Release Bulletin may provide additional description and terms applicable to use of a Pre-Release Service, which may include signup and access requirements, delivery location, applicable charges, if any, and other specifics for access and use of a Pre-Release Service, which may only be posted and available on-line in a specified Web site. Pre-Release Software as described in section 5.2 is governed by such terms.

10.1 Pre-Release Service Use

By accessing and using a Pre-Release Service, Customer agrees to the terms of the Pre-Release Service as specified in this section 10 (Pre-Release Services) and those contained in the Pre-Release Bulletin, as applicable to a Pre-Release Service. A Pre-Release Service may be provided by IBM or may be provided by a complementary third party. If provided by a third party, Customer may also have to agree to any applicable third party agreements to use the Pre-Release Service. Access to a Pre-Release Service, may require a separate identification and password from the Account User ID.

Customer agrees not to use a Pre-Release Service in a production environment nor permit anyone to access or use in a production environment, including uses for any commercial purposes whatsoever except as may be otherwise described in the Pre-Release Bulletin. Customer also agrees not to provide access to a Pre-Release Service to anyone outside Customer’s Enterprise unless permitted in the Pre-Release Bulletin or IBM provides specific written consent. Charges, if any, will be specified in the Pre-Release Bulletin and Customer agrees to pay any such charges for use of a Pre-Release Service. IBM may at any time limit capacity or availability of a Pre-Release Service or limit participation in a Pre-Release Service.

Access to a Pre-Release Services will be on a temporary basis and for a limited period of time as specified in the Pre-Release Bulletin. At the end of the specified period or upon notice that IBM withdraws a Pre-Release Service, Customer’s access and use of a Pre-Release Service will end and Customer agrees to discontinue any such access and use. Customer acknowledges and agrees that all Content will be deleted upon such expiration or termination. Transition of Content is not provided upon expiration or termination of a Pre-Release Service.

Customer understands that a Pre-Release Service may not be at a level of performance or compatibility of the Services and may not have been fully tested. The availability of a Pre-Release Service does not guarantee or represent that IBM will make the Pre-Release Service or any similar services available, or if made available, that it will be the same as the Pre-Release Service.

Customer may terminate participation in or use of a Pre-Release Service at any time, by discontinuing use, deleting active Pre-Release Service or by providing written notification to IBM as described in the Pre-Release Bulletin or as communicated to Customer upon activation of a Pre-Release Service.

10.2 Additional Pre-Release Terms

Notwithstanding any other terms of the Agreement or separate license agreement, IBM is not under any obligation to provide any support, updates or upgrades for a Pre-Release Service. IN ADDITION TO OTHER DISCLAIMERS IN THE AGREEMENT, A PRE-RELEASE SERVICE IS PROVIDED AS IS, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.

CUSTOMER AGREES THAT IBM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMERS USE OF A PRE-RELEASE SERVICE, UNLESS PROHIBITED OR REQUIRED BY LAW AND THEN ONLY TO THE MINIMUM REQUIRED.

No service level agreements are available for or apply to a Pre-Release Service.

IBM may, from time to time, request feedback, send Customer a survey or request to have discussions regarding a Pre-Release Service in to obtain feedback to improve the Services. Customer agrees that any response to such surveys and any feedback on Customer experience with a Pre-Release Service may be used by IBM without restriction as set forth in section 8 (Services Forum, Feedback, Support, and Maintenance).

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Appendix A: Terms for Development Use Only

The terms of this Appendix apply only for Service Component Software Customer selects with the DUO software use option (“DUO Software”). Use of DUO Software is governed by the Agreement (including this Appendix) and the SC Terms. DUO Software are only available to independent software vendor (“ISV”) or system integrator (“SI”) whose core business is solely the delivery of commercially available network delivered applications or software as a service (“SaaS”) applications for end users in the marketplace.

Customer agrees they qualify as an ISV or SI and that the following are the only authorized uses of DUO Software:

a. Demonstration and Evaluation Use - Customer may use DUO Software for demonstration, evaluation and customer proof of concept of Customer's commercially available network delivered applications or Software as a Service (SaaS) applications for end users in the marketplace.

b. Educational Use - DUO Software may be used for training of Customer's personnel, or for no-charge training of Customer's customers for Customer’s commercially available network delivered applications or Software as a Service (SaaS) applications for end users in the marketplace.

c. Development and Testing - DUO Software may be used for development and testing of generally available commercial network delivered applications or Software as a Service applications for end users in the marketplace. Notwithstanding the foregoing, any DUO Software branded as IBM Rational (Rational Software) may not be used for test purposes other than to test Customer’s applications for compatibility or interoperability with the Rational Image. VM Instances with IBM Rational DUO Software are limited to 2 per Customer. Rational Software may be accessed by no more than 4 users per Customer.

Customer may not use any DUO Software for productive use including fee generation. Examples of such misuse include but are not limited to i) Customer's own internal application development and test purposes, ii) unique application development or consultation services for a specific customer, iii) use within a service bureau or the operation of a service bureau, iv) the operation of a maintenance/support service, or v) deployment activities such as setting up and testing a productive hosting environment.

Customer agrees to maintain records of all uses of DUO Software and provide such records to IBM upon request. If Customer fails to comply with the terms of this Appendix or section 5.2 (d) of the Service Description, or engages in any misuse of DUO Software, additional charges may be assessed by IBM or the IBM Business Partner, as applicable, for equivalent amounts 1) that would have been due as if the Image was a PAYG Software; or 2) equal to what proper Entitlements would have been for such use.

When Services are acquired from IBM Business Partner, the IBM Business Partner will notify Customer of any such additional charges for any such improper use.

In addition, IBM may suspend or terminate the Services, in whole or in part, as described in the Agreement and seek any other available remedies.

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Appendix B: Service Instance Use Terms

The following terms apply for Service Instance from the Public Asset Catalog as applicable.

SmartCloud Application Services

1. IBM SmartCloud Application Workload Service

This IBM SmartCloud Application Workload Service (“WS”) Service Instance will establish a WS control panel (“WS Controller”) to enable Customer to organize, manage and deploy workloads (“Workload Instance”) using virtual application patterns, virtual system patterns and other Services options.

Customer will be able to log into the WS Controller and deploy patterns to support a variety of workloads using available virtual application patterns, shared services, and virtual system patterns. Workload Instances are provisioned in the same Cloud Data Center as the WS Service Instance. Customer may also add or include Customer provided Content, including software and plug-ins Customer uploads to the WS Controller environment.

Before ordering a WS Service Instance, Customer may order a block of persistent storage and a reserved IP address and associate these when ordering a WS Service Instance. This will allow Customer to delete the WS Service Instance and reorder a new or recover a failed WS Service Instance and use the same Content stored within such persistent storage and same reserved IP address. If Customer does not select to associate a block of persistent storage or reserved IP address when ordering a WS Service Instance, all Content and the IP address will be lost upon any failure or deletion of the WS Service Instance.

Customer agrees not to resell direct access to a WS Service Instance or any of the available Service Components without the express written consent of IBM and any attempt to do so is void. Customer may utilize a Workload Instance to provide a Solution and make it available to Solution Recipients as described in the Agreement.

Service level agreement for WS Service Instance is as set forth in section 9.3 (Service Instance Availability - SmartCloud Application Service) of the Service Description.

1.1 WS Administrator

Customer will assign one or more WS administrators for each WS Service Instance ordered. A WS administrator will have administrator rights and is responsible to: manage User enablement to access the WS portal (“WS User”) using an assigned WS User identification. Customer understands each WS User will have ability to order and use WS Services and such ordering and use will affect charges as described in these SI Use Terms.

1.2 WS Service Instance Charge Metrics

IBM will track and meter the usage for each WS Service Instance and for any Workload Instances ordered by Customer using a WS Controller.

The metering for WS Service Instances and for any Workload Instances begins when such becomes active and available and ends when deleted by Customer as described in section 1.3 and 1.4 below.

The metered amount of usage, the selected Service Component Software use option (such as PAYG, BYOL, DUO or Pre-Release as defined in section 5.2 (Service Component Software Use Options) of the Services Description), the selected charge option (such as hourly or monthly) and any selected configuration settings (such as auto scaling or additional copies), will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable. If Customer selects an available BYOL or DUO Service Component Software use option, Customer represents they meet the specified criteria for such use option as set forth in such section 5.2 of the Services Description (including Appendix A for DUO use option).

When Services are acquired from IBM the following terms apply.

• For each WS Service Instance ordered the applicable charge for the selected size includes the computing resources and other Services options utilized to make the WS Service Instance available. If Customer associates an available block of persistent or a reserved IP address with a WS Service Instance charges for such persistent storage or reserved IP address will be in addition to the WS Service Instance charge.
• For each Workload Instance ordered the following terms apply.
  • For virtual application patterns and shared services, the applicable charge will be affected by the selected size, the selected Service Component Software use option, and selected charge option, and such charge is inclusive of the computing resources and other Services options utilized to make the virtual application pattern or shared service available.
  • To the extent Customer adds other Services options (such as a virtual application base VM Instance) to a virtual application pattern when configuring a Workload Instance, such other Services options charges will be affected by the selected: i) Service Component Software use option; ii) virtual computing resources; and iii) other Services options as described in sections 4 (Cloud Web Portal Services Options) and 5 (Service Component Software Options) of the Services Description. Such other Services option charges will be in addition to the virtual application pattern charge.
  • For Customer provided virtual application patterns consisting of Customer Content (including BYOSL software) deployed on virtual application base VM Instances including the SCE Operating System, and other Services options, charges will be affected by the Customer selected: i) VM Instance sizes, ii) other virtual computing resources and iii) other Services options available from Workload Services or as described in sections 4 (Cloud Web Portal Services Options) and 5 (Service Component Software Options) of the Services Description.
  • For virtual system patterns, the applicable charge will be affected by the selected: i) selected Service Component Software use option; ii) virtual computing resources; and iii) other Services options as described in sections 4 and 5 the Service Description. If Customer ordered reserved capacity, the reserved capacity rates will be used for any such virtual computing resources.
  • VPNE, if ordered, and associated with either the WS Service Instance or a Workload Instance is a separate charge per the Charges Schedule.
• For any Service (such as a WS Service Instance or a virtual application pattern) for which a monthly usage charge applies, the monthly usage charge will be prorated for the billing period that such Service becomes available and the billing period it is deleted, based on the date during the billing period such actions occur. If, however, a Service for which a monthly usage charge applies becomes available and is deleted within the same billing period, the monthly usage charge will be prorated only from the date during the billing period such Service becomes available to the end of the billing period regardless of when it was deleted during the billing period.

1.3 WS Service Instance Deletion

Customer is responsible to submit an order to delete a WS Service Instance when the WS Controller is no longer required by logging into the Cloud Web Portal or using available APIs. The computing resources which initiated the WS Service Instance will delete, however any running Workload Instance will not delete and will appear in the Cloud Web Portal control panel. WS Service Instance Content also delete unless a persistent storage block was associated with the WS Service Instance when ordered.

If Customer associated a persistent storage block or a reserved IP address, these will not automatically delete and will detach and return to Customer’s Account for future use. Such persistent storage and reserved IP address will remain active and available until specifically deleted as set forth in section 4.1 (Services Order Initiation and Deletion) of the Service Description. Customer understands that until Customer specifically orders deletion of this persistent storage block or reserved IP address, charges for such persistent storage or reserved IP address will incur at the then current charges by IBM or as specified by an IBM Business Partner as applicable.

1.4 Workload Instance Deletion

Customer is responsible to delete any Workload Instance when no longer needed by logging into the WS Controller or using available APIs. Prior to deletion, Customer should review available WS Service user’s guide and online documentation regarding specific virtual application patterns, shared services, or virtual systems and determine if any virtual computing resources remain after deletion of a Workload Instance and if storage containing Content is also deleted and not recoverable. For Customer provided virtual application patterns, Customer is responsible to determine if any virtual computing resources remain after deletion of a Workload Instance and if storage containing Content is also deleted and not recoverable.

Any virtual computing resources remaining will be charged at the then current charges for the remaining Services options.

1.5 Service Component Software

Customer's use of Service Component Software for a WS Service Instance or for virtual application patterns automatically enabled in the WS Controller for use in a WS Service Instance are governed by the License Agreements identified in the applicable SC Terms Attachment. Customer is responsible to review any such License Agreement prior to using these Services. The Account Administrator is responsible to review and accept any other License Agreement presented when requesting enablement of additional Service Component Software WS features from the WS Controller.

1.6 Support

Support for provisioning of WS Service Instance or for the provisioning of a Workload Instance from the WS Controller is provided in the Forum, or from one of the additional Services options for premium support or advance premium support if ordered. Customer provided or modified virtual application patterns are not supported.

IBM will maintain and install updates and fixes as IBM deems appropriate to the standard WS Service Instance in the Public Asset Catalog. No updates or fixes will be applied to existing active WS Service Instance once provisioned and active in Customer’s Account or to any Workload Instances.

Customer is responsible to periodically to delete current WS Service Instance or Workload Instance and re-order to obtain latest available updates and fixes. Before deleting, Customer is responsible to save Content (using persistent storage or exporting Content) and to reattach the persistent storage block containing Content or import such Content to the new WS Service Instance. IBM will be unable to provide support if Customer fails to update to the latest version of the WS Service as required.

1.7 Security

The following security responsibilities modify the security responsibilities set forth in the Service Description and are applicable for this WS Service Instance. By using a WS Service Instance Customer acknowledges that these responsibilities meet the Customer’s requirements, including those to meet requirements of applicable data privacy laws.

1.7.1 IBM Security Responsibilities

For this WS Service Instance, the operating system firewall software security settings are automatically configured to prevent access to unauthorized ports not required by the WS Service Instance.

For any Workload Instance ordered from the WS Controller, except for Customer provided virtual application patterns and virtual systems, the operating system firewall software security settings are automatically configured to prevent access to unauthorized ports not required by virtual computing resource for the Workload Instance and no SSH key is provided to Customer and Customer cannot access or change such Workload Instance firewall security settings. However, for virtual systems Customer orders from the WS Controller, the IBM security responsibilities specific for VM Instances as set forth in section 7.1 (IBM Security Responsibilities) of the Service Description, apply for any the ordered VM Instance that is part of the virtual system Workload Instance.

1.7.2 Customer’s Security Responsibilities

Customer is responsible to authorize user access to the WS Service Instance and WS Controller and to manage user identification and passwords.

For any Customer provided virtual application pattern or virtual system Workload Instance Customer orders, Customer is responsible for the Customer security responsibilities specific for VM Instances as set forth in section 7.2 (Customer Security Responsibilities) of the Service Description, for any VM Instance ordered that is part of the virtual system Workload Instance, including setting and managing firewall and security settings.

2. IBM SmartCloud Application Collaborative Lifecycle Management Service

The IBM SmartCloud Application Collaborative Lifecycle Management Service (“CLMS”) Service Instance will establish a Collaborative Lifecycle Management environment with functions to coordinate software development activities across business and system requirements, design, development, build, test, and delivery. Using the CLMS environment, Customer can enable access for CLMS users (“CLMS User”) to this Service Instance by issuing a user id (“CLMS ID”), creating one or more projects, and assigning CLMS IDs to available user roles “(CLMS Role”) within such to projects. If Customer acquires use of CLMS as an IBM SaaS offering under separate agreement, the terms of such agreement apply.

Service level agreement for CLMS Service Instance is as set forth in section 9.3 (Service Instance Availability - SmartCloud Application Service) of the Service Description.

2.1 CLMS Administrator

Customer will assign one or more CLMS administrators for each CLMS Service Instance ordered. A CLMS administrator will have administrator rights and is responsible to manage CLMS User access to the CLMS environment using an assigned CLMS IDs; create and delete projects; and assign and delete CLMS Roles within projects. Customer understands that ordering assignment of one or more CLMS Roles for a CLMS ID may affect charges as described in these SI Use Terms.

2.2 CLMS Roles

The available CLMS Roles are:

• Author role (“Author Role”) types:
  • Analyst (Analyst or Lead Analyst);
  • Developer (Developer or Lead Developer); and
  • Quality Professional (Quality Professional or Lead Quality Professional; and
• Contributor role (“Contributor Role”)

Each CLMS ID can be assigned multiple CLMS Roles within the same project and across multiple projects.

2.3 CLMS Service Instance Charge Metrics

For each CLMS Service Instance Customer provisions, IBM will track the CLMS Role assignments for each CLMS ID during each monthly billing period. Subject to any minimums, the number of CLMS Role assignments during a monthly billing period will directly affect the charges Customer will be invoiced by IBM or as specified by an IBM Business Partner, as applicable.

When Services are acquired from IBM, IBM will invoice and Customer agrees to pay for each CLMS Service Instance as follows:

a. a monthly usage charge for each Author Role (Analyst, Developer, or Quality Professional) assignment for each CLMS ID during a monthly billing period with a minimum of 5 Author Roles per billing period; and

b. a monthly usage charge for each Contributor Role assignment for each CLMS ID during a monthly billing period.

Such monthly usage charges will be governed by the following:

• a full monthly usage charge applies for each CLMS Role assignment for each CLMS ID during a monthly billing period no matter if the CLMS Role was assigned in that or a previous billing period and no matter however long the CLMS Role assignment lasted during that billing period;
• a CLMS ID assigned to multiple CLMS Author Roles during a billing period will be charged for each different Author Role assignment;
• a CLMS ID assigned to multiple projects with the same Author Role type during a billing period will be charged for only one such Author Role;
• a CLMS ID assigned with at least one Author Role and a Contributor Role during a billing period, will not be charged for the Contributor Role during the billing period;
• a CLMS Administrator is not considered a CLMS Role, however a CLMS Administrator may have CLMS Role assignments for which usage charges apply as set forth above; and
• the sum of the monthly usage charges for each CLMS Service Instance will be prorated for the billing periods that a CLMS Service Instance becomes available and is deleted, based on the date during the billing period such actions occur. If, however, a CLMS Service Instance becomes available and is deleted within the same billing period the usage charges will be prorated only from the date during the billing period the CLMS Service Instance becomes available to the end of the billing period regardless of when such CLMS Service Instance was deleted during the billing period.

2.4 CLMS Service Instance Deletion

When Customer submits a Cloud Web Portal Service order to delete a CLMS Service Instance that is no longer required, the computing resources which supported the CLMS environment will delete. As a safeguard, however, to ensure Content is not automatically deleted, the associated 512 GB block of persistent storage containing the CLMS Service Instance Content will be detached and accessible for future use. Likewise the IP address used for the CLMS Service Instance will be added as a reserved IP address (or re-added if a previous reserved IP address was used) within your Account and will be available for future use. Such persistent storage and reserved IP address will remain active and available until specifically deleted as set forth in section 4.1 (Services Order Initiation and Deletion) of the Service Description. Customer understands that until Customer specifically orders deletion of this persistent storage block or reserved IP address, charges will incur at the then current charges for such by IBM or as specified by an IBM Business Partner as applicable.

2.5 Service Component Software

Customer's use of Service Component Software for the CLMS Service Instance is governed by the License Agreement(s) identified in the applicable SC Terms Attachment.

2.6 Support

Support for provisioning of a CLMS Service Instance is provided in the Forum, or from one of the additional Services options for premium support or advance premium support if ordered.

IBM will maintain and install updates and fixes as IBM deems appropriate to the standard CLMS Service Instance in the Public Asset Catalog. No updates or fixes will be applied to existing active CLMS Service Instance once provisioned and active in Customer’s Account.

Customer is responsible to periodically delete current CLMS Service Instance and re-order to obtain latest available updates and fixes. Customer is responsible to attach to the new CLMS Service Instance the persistent storage block containing Content from Customer’s previous CLMS Service Instance. IBM will not be able to provide support if Customer fails to update to the latest version of the CLMS Service as required.

2.7 Security

The following security responsibilities modify the security responsibilities set forth in the Service Description and are applicable for this CLMS Service Instance. By using a CLMS Service Instance Customer acknowledges that these responsibilities meet the Customer’s requirements, including those to meet requirements of applicable data privacy laws.

2.7.1 IBM Security Responsibilities

For this CLMS Service Instance, the SCE Operating System firewall software security settings are automatically configured to prevent access to unauthorized ports not required by the CLMS Service Instance.

No SSH key is provided to Customer and Customer cannot access or change firewall security settings.

2.7.2 Customer’s Security Responsibilities

Customer is responsible to manage and authorize CLMS ID and passwords and to authorize additional User access to the CLMS Service Instance and CLMS environment.

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Z125-8500-14_SmartCloud_Enterprise_Service_Desc_28May2013

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