Common use of IBM SaaS Offering Unique Terms Clause in Contracts

IBM SaaS Offering Unique Terms. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partners; 2) transmission of data to and from Customer’s Partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Instances of customized scripts that perform custom processing of the data prior to translation (inbound or outbound) are not documented or included as part of the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa). If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customer.

IBM SaaS Offering Unique Terms. For the purposes of Document-based IBM SaaS pricing, a Document is considered to be three (3) Kilo Characters or less in size. If the average size of all Documents for the month exceeds three (3) Kilo Characters, an overage charge, as specified in the Transaction Document, will be assessed based on the number of excess Kilo Characters processed, divided by three (3). If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partners; 2) transmission of data to and from Customer’s Partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Instances of customized scripts that perform custom processing of the data prior to translation (inbound or outbound) are not documented or included as part of the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa). IBM will retain and provide on-line visibility to data for a period equal to the length of the Subscription Period. For example, Customer agrees to a 36-month Subscription, and all data is retained during the Subscription Period. If requiredthe subscription renews for an additional 24-month Subscription Period, any additional remote services data from the past 24 months will be invoiced retained on a rolling basis, meaning that 6 months into the new Subscription Period, the data from the first 6 months of the new Subscription Period and the data from the last 18 months of the previous Subscription Period has been retained. The data retention period may be extended per specific offering in accordance with Appendix A. Data is purged after the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customerretention period.

IBM SaaS Offering Unique Terms. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations will not retain the data for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Userslonger than 180 days. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partnerspartners; (2) transmission of data to and from Customer’s Partners partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Instances IBM is not responsible for any matters related to the offer and sale of customized scripts that perform custom processing products or services by and among Customer, Customer’s Enterprise, and its partners (“Transactions”) regardless of the data prior to translation (inbound whether these Transactions are communicated by or outbound) are not documented or included among such entities as part a result of the IBM SaaS. The As reasonably required by IBM SaaS does not at any time include any processing of to fulfill its obligations for Set Up Services (or facilitation if applicable), Customer agrees to provide sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the processing of) health care claim data Set Up Services, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) responsibilities related to standard elements or transactions (or vice versa). If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and CustomerSet Up Services.

IBM SaaS Offering Unique Terms. For the purposes of Document-based IBM SaaS pricing, a Document is considered to be three (3) Kilo Characters or less in size. If the average size of all Documents for the month exceeds three (3) Kilo Characters, an overage charge, as specified in the Transaction Document, will be assessed based on the number of excess Kilo Characters processed, divided by three (3). If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customer. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partners; 2) transmission of data to and from Customer’s Partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Unless otherwise stated in Appendix A, IBM will retain and provide on-line visibility to data which is 0 - 35 days old, via browser-based visibility tools. After 35 days the data is purged. Instances of customized scripts that perform custom processing of the data prior to translation (inbound or outbound) are not documented or included as part of the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa). IBM must approve any communications software used to transmit data to (and receive data from) IBM. If requiredthe IBM SaaS requires a connection of Customer’s equipment with IBM equipment (using common carrier communication devices or terminal equipment), any additional remote services will the devices and equipment that Customer is provided (and uses) must be invoiced in accordance with of a type approved by IBM. IBM has the fee contained in a customized statement of work that will be governed by a separate professional services agreement between sole and exclusive right to select its own equipment, software, and communications carriers to provide the IBM SaaS. Unless otherwise specified herein, Customer is responsible for obtaining an appropriate internet service account and Customer.connection for accessing the IBM SaaS.

IBM SaaS Offering Unique Terms. For the purposes of Document-based IBM SaaS pricing, a Document is considered to be three (3) kilo- characters or less in size. If the average size of all Documents for the month exceeds three (3) kilo- characters, an overage charge, as specified in the Transaction Document, will be assessed based on the number of excess kilo-characters processed, divided by three (3). If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partners; 2) transmission of data to and from Customer’s Partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Unless otherwise stated in Appendix A, IBM will retain and provide on-line visibility to data which is 0 - 35 days old, via browser-based visibility tools. After 35 days the data is purged, unless data is subject to extended retention per specific offering. Instances of customized scripts that perform custom processing of the data prior to translation (inbound or outbound) are not documented or included as part of the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa). IBM must approve any communications software used to transmit data to (and receive data from) IBM. If requiredthe IBM SaaS requires a connection of Customer’s equipment with IBM equipment (using common carrier communication devices or terminal equipment), any additional remote services will the devices and equipment that Customer is provided (and uses) must be invoiced in accordance with of a type approved by IBM. IBM has the fee contained in a customized statement of work that will be governed by a separate professional services agreement between sole and exclusive right to select its own equipment, software, and communications carriers to provide the IBM SaaS. Unless otherwise specified herein, Customer is responsible for obtaining an appropriate internet service account and Customer.connection for accessing the IBM SaaS.

IBM SaaS Offering Unique Terms. If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. The IBM SaaS may include (a1) may compile the sending or receiving of data between Customer and analyze anonymous, aggregate, summary its partners (2) transmission of data related to and from Customer’s use of partners either via direct connections with IBM SaaS, or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the each third party an “Compiled DataInterconnect Provider”). IBM retains all ownership rights in and to the Compiled Data; or (3) certain translation services or other associated services. IBM may copy transfer or store the Customer’s data to a non-production server within outside of the country where Customer or its partners are located solely for the purposes of providing the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up ServicesSAAS. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners its and their partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The As reasonably required by IBM SaaS may include to fulfill its obligations for Set Up Services (1) the sending or receiving of data between if applicable), Customer and its Partners; 2) transmission of data agrees to and from provide sufficient access to Customer’s Partners either via direct connections with systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, all at no charge to IBM. IBM is not responsible for any delay in performing or interconnections through one failure to perform Set Up Services caused by Customer’s delay in providing such access or more gateways or networks provided by third parties (“Interconnect performing Customer’s other responsibilities related to the Set Up Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store copy the Customer’s data outside of the country where Customer or its Partners are located solely for the purposes of providing to a non-production server within the IBM SaaS or as required by applicable law or legal processEnvironment for the exclusive purpose of testing and improving the quality of IBM’s products. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Instances of customized scripts that perform custom processing of will not retain the data prior for longer than 180 days. IBM (a) may compile and analyze anonymous, aggregate, summary data related to translation Customer’s use of IBM SaaS, and (inbound or outboundb) are not documented or included as part of may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa“Compiled Data”). If required, any additional remote services will be invoiced IBM retains all ownership rights in accordance with and to the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and CustomerCompiled Data.

IBM SaaS Offering Unique Terms. For the purposes of Document-based IBM SaaS pricing, a Document is considered to be three (3) Kilo Characters or less in size. If the average size of all Documents for the month exceeds three (3) Kilo Characters, an overage charge, as specified in the Transaction Document, will be assessed based on the number of excess Kilo Characters processed, divided by three (3). If Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to enable any such transmission of Content, but such interaction is solely between Customer and the third party website or service. IBM makes no warranties or representations about such third party sites or services, and shall have no liability for such third party sites or services. If the IBM SaaS contains user exits that allow Customer (or Customer’s designated third party) to configure an a IBM software application and Customer (or its designated third party) utilizes the user exits, then IBM is not liable for any resulting configurations (“Customer Unique Extensions”) and the Customer Unique Extensions are not part of the IBM SaaS. IBM (a) may compile and analyze anonymous, aggregate, summary data related to Customer’s use of IBM SaaS, and (b) may prepare reports, studies, analyses, and other work product resulting from this compilation and analysis (collectively the “Compiled Data”). IBM retains all ownership rights in and to the Compiled Data. IBM may copy the Customer’s data to a non-production server within the IBM SaaS environment for the exclusive purpose of testing and improving the quality of IBM’s products. As reasonably required by IBM to fulfill its obligations for Set Up Services, Customer agrees to provide (1) sufficient access to Customer’s systems, information, personnel and resources and perform Customer’s other responsibilities in furtherance of the Set Up Services, and (2) a suitable and safe work environment for IBM employees and contractors while those employees and contractors are on Customer’s premises, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform Set Up Services caused by Customer’s delay in providing such access or performing Customer’s other responsibilities related to the Set Up Services. If required, any additional remote services will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customer. IBM is not responsible for any matters related to the offer and sale of products or services by and among Customer, Customer’s Enterprise, and Customer’s Partners (“Business Transactions”) regardless of whether these Business Transactions are communicated by or among such entities as a result of the IBM SaaS. Customer’s Guest Users may be required to execute an online agreement provided by IBM in order to access and use the IBM SaaS. Customer is responsible for these Guest Users, including but not limited to a) any claims made by the Guest Users relating to the IBM SaaS, b) charges incurred by the Guest User, or c) any misuses of the IBM SaaS by these Guest Users. The IBM SaaS may include (1) the sending or receiving of data between Customer and its Partners; 2) transmission of data to and from Customer’s Partners either via direct connections with IBM or interconnections through one or more gateways or networks provided by third parties (“Interconnect Services” and each third party an “Interconnect Provider”); or (3) certain translation services or other associated services. IBM may transfer or store the data outside of the country where Customer or its Partners are located solely for the purposes of providing the IBM SaaS or as required by applicable law or legal process. EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN CUSTOMER AND AN INTERCONNECT PROVIDER, IN NO EVENT WILL ANY INTERCONNECT PROVIDER HAVE ANY LIABILITY TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE IBM SAAS. Unless otherwise stated in Appendix A, IBM will retain and provide on-line visibility to data which is 0 - 35 days old, via browser-based visibility tools. After 35 days the data is purged. Instances of customized scripts that perform custom processing of the data prior to translation (inbound or outbound) are not documented or included as part of the IBM SaaS. The IBM SaaS does not at any time include any processing of (or facilitation of the processing of) health care claim data or other health information—received from or on behalf of Customer—from nonstandard formats (or nonstandard data content) to standard elements or transactions (or vice versa). IBM must approve any communications software used to transmit data to (and receive data from) IBM. If requiredthe IBM SaaS requires a connection of Customer’s equipment with IBM equipment (using common carrier communication devices or terminal equipment), any additional remote services the devices and equipment that Customer is provided (and uses) must be of a type approved by IBM. IBM has the sole and exclusive right to select its own equipment, software, and communications carriers to provide the IBM SaaS. Unless otherwise specified herein, Customer is responsible for obtaining an appropriate internet service account and connection for accessing the IBM SaaS. If Customer elects to purchase IBM Sterling B2B Services - Community Development Services - Document Verification Service, the subscription fee will be invoiced in accordance with the fee contained in a customized statement of work that will be governed by a separate professional services agreement between IBM and Customerbased on each Document type tested per Partner.