IBM SaaS Offering Unique Terms. Per the Transaction Document, IBM will provide the solution resources required to plan, build, and implement the IBM SaaS. This will include the following phases: a. Service Design Phase is the design of the business and technical environment. IBM will provide an assessment of Customer’s current environment including review of any previously prepared architecture document along with any additional requirements gathering for initial setup of hardware systems, communications, applications interfaces, and Partner requirements. b. Service Provisioning Phase is the migration of the Customer’s existing trading Partner community (i.e. Entity IDs) to the IBM SaaS. Per the Transaction Document, IBM will: (1) Implement connectivity between Customer and IBM, (2) Implement connectivity between Customer’s Partners and IBM, (3) Conduct connectivity testing in accordance with IBM test plans, and (4) Work with Customer to manage the implementation of the Customer’s Partner community. c. Operations Phase is IBM’s management of the day-to-day operations of the IBM SaaS. IBM will operate and manage facilities that house hardware and software related to Customer’s File transfer infrastructure, including equipment, communications and applications in a secure environment. 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. Customer will be responsible for maintaining business continuity and expectations to the Partner community, as it relates to test periods, migrations, and conversions. 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 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 includes the sending or receiving of data between Customer and its Partners. 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. Unless otherwise stated in Appendix A, IBM will retain and provide on-line visibility to data which is 0 - 14 days old, via browser-based visibility tools. After 14 days the data is purged. 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 the IBM SaaS requires a connection of Customer’s equipment with IBM equipment (using common carrier communication devices or terminal equipment), 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. 18.1 Customer will (and will, if applicable, require its Partners to): a. Ensure adequate security over Customer’s respective applications, hardware (including installing and maintaining appropriate firewalls to prevent unauthorized access), Mailboxes, and transmission and monitor those Mailboxes and transmissions; b. Notify IBM of any processing errors or failures, nonconforming transmissions, failures to send or receive transmissions, or inability to access any Mailbox; c. Inspect data for accuracy and completeness and encrypt the data (which may include subscribing for encryption components, if available, as part of the IBM SaaS) if Customer is required to make the data (or wants to make the data) unreadable or indecipherable in the IBM SaaS environment; d. Set the applicable data-processing parameters and transmissions parameters; e. Ensure that appropriate safeguards are in place to identify data, processing, and transmission errors; f. Maintain supporting data, files, and other materials sufficient to enable IBM to recover all data, files, and other materials (such as card files, tape files, disk files, and printer outputs) needed to re- perform any service provided by IBM SaaS; g. Implement connectivity between Customer and IBM and work with IBM during joint connectivity testing between Customer and IBM; h. For any IBM SaaS component where Customer is required to provide a Partner list, provide the following information: (1) Partner Name and Address (2) Contact Name and Phone Number (3) Fax Number (if available) (4) E-mail Address i. Maintain business continuity and communicate expectations to the Partner community, as it relates to test periods, migrations, and conversions of and to the IBM SaaS; j. Provide systems, security and communication architecture diagrams as reasonably requested; and k. Ensure that Customer's staff is available to provide assistance as IBM reasonably requires. 18.2 IBM will not be responsible for: a. Customer’s or any third party’s equipment or software errors or failures; b. Any failure by customer or a third party to act on any communication transmitted to (or by) the Customer; c. The creditworthiness or performance of any of Customer’s Partners; d. Data improperly transmitted by Customer or Customer’s Partner; or e. Providing any reverse migration services if IBM has terminated any portion of the Agreement.
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Sources: Terms of Use
IBM SaaS Offering Unique Terms. Per the Transaction Document, IBM will provide the solution resources required to plan, build, and implement the IBM SaaS. This will include the following phases:
a. Service Design Phase is the design of the business and technical environment. IBM will provide an assessment of Customer’s current environment including review of any previously prepared architecture document along with any additional requirements gathering for initial setup of hardware systems, communications, applications interfaces, and Partner requirements.
b. Service Provisioning Phase is the migration of the Customer’s existing trading Partner community (i.e. Entity IDs) to the IBM SaaS. Per the Transaction Document, IBM will:
(1) Implement connectivity between Customer and IBM,
(2) Implement connectivity between Customer’s Partners and IBM,
(3) Conduct connectivity testing in accordance with IBM test plans, and
(4) Work with Customer to manage the implementation of the Customer’s Partner community.
c. Operations Phase is IBM’s management of the day-to-day operations of the IBM SaaS. IBM will operate and manage facilities that house hardware and software related to Customer’s File transfer infrastructure, including equipment, communications and applications in a secure environment. 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. Customer will be responsible for maintaining business continuity and expectations to the Partner community, as it relates to test periods, migrations, and conversions. 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 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 includes the sending or receiving of data between Customer and its Partners. 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. Unless otherwise stated in Appendix A, IBM will retain and provide on-line visibility to data which is 0 - 14 days old, via browser-based visibility tools. After 14 days the data is purged. 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 the IBM SaaS requires a connection of Customer’s equipment with IBM equipment (using common carrier communication devices or terminal equipment), 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.
18.1 Customer will (and will, if applicable, require its Partners to):
a. Ensure adequate security over Customer’s respective applications, hardware (including installing and maintaining appropriate firewalls to prevent unauthorized access), Mailboxes, and transmission and monitor those Mailboxes and transmissions;
b. Notify IBM of any processing errors or failures, nonconforming transmissions, failures to send or receive transmissions, or inability to access any Mailbox;
c. Inspect data for accuracy and completeness and encrypt the data (which may include subscribing for encryption components, if available, as part of the IBM SaaS) if Customer is required to make the data (or wants to make the data) unreadable or indecipherable in the IBM SaaS environment;
d. Set the applicable data-processing parameters and transmissions parameters;
e. Ensure that appropriate safeguards are in place to identify data, processing, and transmission errors;
f. Maintain supporting data, files, and other materials sufficient to enable IBM to recover all data, files, and other materials (such as card files, tape files, disk files, and printer outputs) needed to re- perform any service provided by IBM SaaS;
g. Implement connectivity between Customer and IBM and work with IBM during joint connectivity testing between Customer and IBM;
h. For any IBM SaaS component where Customer is required to provide a Partner list, provide the following information:
(1) Partner Name and Address
(2) Contact Name and Phone Number
(3) Fax Number (if available)
(4) E-mail Address
i. Maintain business continuity and communicate expectations to the Partner community, as it relates to test periods, migrations, and conversions of and to the IBM SaaS;
j. Provide systems, security and communication architecture diagrams as reasonably requested; and
k. Ensure that Customer's staff is available to provide assistance as IBM reasonably requires.
18.2 IBM will not be responsible for:
a. Customer’s or any third party’s equipment or software errors or failures;
b. Any failure by customer or a third party to act on any communication transmitted to (or by) the Customer;
c. The creditworthiness or performance of any of Customer’s Partners; d. Data improperly transmitted by Customer or Customer’s Partner; or
e. Providing any reverse migration services if IBM has terminated any portion of the Agreement.
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Sources: Terms of Use