ADOBE SYSTEMS INCORPORATED Adobe Flash Media Rights Management Server Software License Agreement

ADOBE SYSTEMS INCORPORATED Adobe Flash Media Rights Management Server Software License Agreement
ADOBE SYSTEMS INCORPORATED
Adobe Flash Media Rights Management Server Software
License Agreement
NOTICE TO USER: BOTH THE FLASH MEDIA RIGHTS MANAGEMENT SERVER
SUPPLEMENTAL LICENSE TERMS, AND ADOBE LIVECYCLE LICENSE AGREEMENT
(“LIVECYCLE LICENSE”) PROVIDED BELOW, (COLLECTIVELY THE "FLASH MEDIA
RIGHTS MANAGEMENT SERVER LICENSE AGREEMENT" OR “FMRMS EULA”)
GOVERN INSTALLATION AND USE BY LICENSEES OF THE ADOBE SOFTWARE
DESCRIBED HEREIN. INSTALLATION AND USE OF THE SOFTWARE IS SUBJECT TO
A SEPARATE WRITING DETAILING THE LICENSE METRICS APPLICABLE TO
LICENSEE. LICENSEE AGREES THAT THIS FMRMS EULA IS LIKE ANY WRITTEN
NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO
ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN
ELECTRONIC VERSION OF THIS FMRMS EULA OR DOWNLOADING, COPYING,
INSTALLING OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND
CONDITIONS OF THIS FMRMS EULA. THIS FMRMS EULA IS ENFORCEABLE
AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE
AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR
CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON'S
OR ENTITY'S BEHALF.
THIS FMRMS EULA SHALL APPLY ONLY TO THE SOFTWARE TO WHICH LICENSEE
HAS OBTAINED A VALID LICENSE REGARDLESS OF WHETHER OTHER SOFTWARE
IS REFERRED TO OR DESCRIBED HEREIN.
LICENSEE'S RIGHTS UNDER THIS FMRMS EULA MAY BE SUBJECT TO ADDITIONAL
TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE
THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS FMRMS EULA.
TO THE EXTENT THAT THERE IS ANY CONFLICT BETWEEN THE TERMS OF THE
FLASH MEDIA RIGHTS MANAGEMENT SERVER SUPPLEMENTAL LICENSE TERMS
AND THE LIVECYCLE LICENSE, THE TERMS OF THE FLASH MEDIA RIGHTS
MANAGEMENT SERVER SUPPLEMENTAL LICENSE TERMS SHALL CONTROL.
Supplemental License Terms
The following updated or additional terms shall apply only to Licensees of the Adobe Flash
Media Rights Management Server. Unless specifically updated or modified in these
Supplemental License Terms or otherwise amended in a separate writing, the terms of Adobe
LiveCycle License Agreement shall apply to Licensees use of the Adobe Flash Media Rights
Management Server software.
1. Definitions
“AMOD Signer” means the command line tool for signing Media File playlists pursuant to the
Documentation.
"Deploy" For the purposes of this FMRMS EULA, means to deliver or otherwise make
available, directly or indirectly, by any means, a Media File to one or more persons or entities
including Recipients. A Media File that has been deployed will be deemed to remain Deployed
until it is no longer available for distribution.
“FMRMS SDK” means the Sample Files, libraries, and executables contained in the directory
labeled “sdk” and related information or a "Read Me" file accompanying the FMRMS SDK
software. The FMRMS SDK does not include the Flex SDK, the LiveCycle SDK or the Flex
SDK Components.
“FMRMS Tools” means the tools, files and documentation located in the directory labeled
“fmrms_tools”, including the Rights Manager, AMOD Signer, and Media Packager tools.
“Media Files” means an electronic file that contains certain Features as a result of being
processed by Adobe Flash Rights Management Server software using one or more of the
FMRMS Tools. Media Files specifically excludes any file that would be considered a Document
under the terms of the Adobe LiveCycle License Agreement.
“Media Packager” means the command line tool for the application of use policies to Media
Files pursuant to the Documentation.
“Per-Recipient” For the purposes of this FMRMS EULA, this License Metric means the total
number of Recipients that receive Deployed Media File may not exceed the licensed quantity of
Recipients.
"Recipient" For the purposes of this FMRMS EULA, means a person or entity to which Licensee
directly or indirectly Deploys Media Files. Each person or entity that receives a Deployed Media
File shall be deemed a unique Recipient with respect to a particular software application unless
the identity of that Recipient is known to Licensee prior to Deployment and Licensee has
Deployed Media Files to that Recipient before.
“Rights Manager” means the command line tool for creation of use policies for Media Files
pursuant to the Documentation.
“Sample Files” means the sample files and related documentation provided in the FMRMS SDK.
“Software” means the software solution that combines the Adobe LiveCycle Rights Management
with the FMRMS Tools for the sole purpose of creating Media Files.
“SPI Interface” means the files and documentation in directory labeled “sdk” that provide
developers with the capability to create custom authorization and authentication services.
2. License. Subject to the terms and conditions of this FMRMS EULA, Adobe grants to Licensee
a perpetual (except as set forth in Section 15 of the LiveCycle License ("Term and
Termination")), non-exclusive license to permit Authorized Users to install and use the Software
delivered hereunder according to the terms and conditions of this Agreement on Computers
within Licensee's Internal Network, on the licensed platforms and configurations, in the manner
and for the purposes described in the Documentation, as further set forth below. Licensee may
also permit non-licensed persons to participate in electronic processes that utilize Production
Software provided that such non-licensed persons are not permitted to use the FMRMS SDK or
otherwise use the Software directly, and such participation does not otherwise violate any of the
prohibitions described in Section 2.10(d) ("Prohibited Use") of the LiveCycle License.
3. Production Software and Development Software. The following terms and conditions,
including the License Metrics, govern Licensee's use of validly licensed Production Software and
Development Software versions of the Software as provided in a separate written document.
3.1 Adobe Flash Media Rights Management. Adobe Flash Media Rights Management software
is licensed as Production Software on a Per-CPU, Per-Server or Per-Recipient basis as provided
in a separate writing. Licensee is not permitted to disable or interfere with electronic notices or
dialogue boxes concerning privacy or tracking that appear in the software used for viewing
electronic files that have been processed by Adobe Flash Media Rights Management software
except as explicitly permitted in this FMRMS EULA or the Documentation.
Adobe, Flash, Flex and LiveCycle are either registered trademarks or trademarks of Adobe
Systems Incorporated in the United States and/or other countries. All other trademarks are the
property of their respective owners.
Adobe_FMRMS-en_US-20080201_1405
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ADOBE SYSTEMS INCORPORATED
Adobe LiveCycle Software
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT ("AGREEMENT") GOVERNS
INSTALLATION AND USE BY LICENSEES OF THE ADOBE SOFTWARE DESCRIBED
HEREIN. INSTALLATION AND USE OF THE SOFTWARE IS SUBJECT TO A SEPARATE
WRITING DETAILING THE LICENSE METRICS APPLICABLE TO LICENSEE.
LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED
AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE
AGREEMENT TO BE BOUND DURING REVIEW OF AN ELECTRONIC VERSION OF
THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR USING THE
SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR
ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY
(E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR
USES THE SOFTWARE ON ANOTHER PERSON'S OR ENTITY'S BEHALF.
THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE TO WHICH LICENSEE
HAS OBTAINED A VALID LICENSE REGARDLESS OF WHETHER OTHER SOFTWARE
IS REFERRED TO OR DESCRIBED HEREIN.
LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL
TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE
THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
1. Definitions
1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue,
San Jose, California 95110, if subsection 10(a) of this Agreement applies; otherwise it means
Adobe Systems Software Ireland Limited, Unit 3100, Lake Drive, City West Campus, Saggart
D24, Dublin, Republic of Ireland, a company organized under the laws of Ireland and an affiliate
and licensee of Adobe Systems Incorporated.
1.2 "Authorized Users" means employees and individual contractors (i.e., temporary
employees) of Licensee. Non-licensed persons that participate in electronic processes that utilize
the Software shall be deemed Authorized Users for the sole purpose of counting the number of
users using the Software under the Per-User License Metric and not for any other purpose
including the right to use the LiveCycle SDK Components and Flex SDK Components.
1.3 "Computer" means one or more central processing units ("CPU") in a hardware device
(including a Server) that accepts information in digital or similar form and manipulates it for a
specific result based on a sequence of instructions.
1.4 "Data Services Features" means the remoting features and associated data services
destinations automatically installed and configured with the initial installation of the Foundation
Components.
1.5 "Data Source" means a software application owned or licensed by Licensee that sends data
(or through which data is extracted), directly or indirectly, for purposes of processing by the
Adobe LiveCycle Business Activity Monitoring software. When a software application writes
data to a relational database for the purpose of processing by the Adobe LiveCycle Business
Activity Monitoring software, such software application, rather than the relational database, will
be deemed a Data Source but only with respect to data written to the relational database by such
software application.
1.6 "Deploy" means to deliver or otherwise make available, directly or indirectly, by any
means, a Document to one or more persons or entities including Recipients. A Document that
has been Deployed will be deemed to remain Deployed until it is no longer available for
distribution.
1.7 "Developer Programs" shall mean programs that are built consisting partly of the Flex SDK
Source Files and partly of Licensee's Material Improvement to add to or extend the Flex SDK
Source Files.
1.8 "Development Software" means Software licensed for use in a technical environment solely
for internal development and testing with respect to licensed Production Software.
1.9 "Disaster Recovery Environment" means Licensee's technical environment designed solely
to allow Licensee to respond to an interruption in service due to an event beyond Licensee's
control that creates an inability on Licensee's part to provide critical business functions for a
material period of time.
1.10 "Document" means an electronic file that contains certain Features as a result of being
processed by Adobe LiveCycle Reader Extensions, Adobe LiveCycle Rights Management, or
Adobe LiveCycle Barcoded Forms software.
1.11 "Documentation" means the user manuals and/or technical publications as applicable,
supplied in connection with validly licensed Software relating to the installation, use and
administration of the Software.
1.12 "End User License Agreement" means an end user license agreement that provides a: (a)
limited, nonexclusive right to use the subject Developer Program; (b) set of provisions that
ensures that any sublicensee of Licensee exercising the rights in such End User License
Agreement complies with all restrictions and obligations set forth herein with respect to Flex
SDK Components; (c) prohibition against reverse engineering, decompiling, disassembling or
otherwise attempting to discover the source code of the subject Developer Program that is
substantially similar to that set forth in Section 2.10(a) below; (d) statement that, if Licensee's
customer requires any Adobe software in order to use the Developer Program, (1) Licensee's
customer must obtain such Adobe software via a valid license, and (2) Licensee's customer's use
of such Adobe software must be in accordance with the terms and conditions of the end user
license agreement that ships with such Adobe software; (e) statement that Licensee and its
suppliers retain all right, title and interest in the subject Developer Program that is substantially
similar to that set forth as Section 5 below, (f) statement that Licensee's suppliers disclaim all
warranties, conditions, representations or terms with respect to the subject Developer Program,
and (g) limit of liability that disclaims all liability for the benefit of Licensee's suppliers.
1.13 "Evaluation Software" means Software licensed for internal evaluation purposes and not
for productive business use.
1.14 "Features" means: (a) certain technology embedded into PDF files by the Adobe LiveCycle
Reader Extensions software that enables features in Adobe Reader software that would not
otherwise be available (e.g., the ability to save documents locally or add annotations); (b)
metadata (stored on a Computer and/or embedded in an electronic file of a supported file format)
that contains or refers to access and usage rights designed to be enforced by Adobe LiveCycle
Rights Management software directly or through supported software applications; and, (c)
certain technology embedded into PDF files by the Adobe LiveCycle Barcoded Forms software
that enables Adobe and non-Adobe software to decode barcodes dynamically generated and
updated by Adobe software as data is entered into such PDF files.
1.15 "Flex SDK Components" means the files, libraries, and executables contained in the
directory labeled Flex SDK or similarly labeled directories (e.g., Flex SDK 2, etc.) (except for
the contents contained in the subdirectory "samples"), including the Flex SDK Source Files,
build files, compilers, and related information, as well as the file format specifications, if any,
included as part of the Software as described in the Flex SDK Documentation or a "Read Me"
file accompanying the Flex SDK software.
1.16 "Flex SDK Source Files" shall mean the Flex Framework source code files that are
provided with the Flex SDK Components.
1.17 "Foundation Components" means the components of the Software that are automatically
installed with the standard configuration for first-time installations, and become operational upon
Licensee's entry of the single License Key provided for such first-time installation. "Foundation
Components" specifically excludes (a) the software applications described in Section 3 of this
Agreement, the portions of the LiveCycle SDK Components other than the client libraries used
to access the Software programmatically, and the Flex SDK Components, (b) the JBoss
Application Server software, the MySQL database software and the MySQL JDBC driver
software accompanying the Software, and (c) other components of the Software that are
separately licensed by Adobe and/or require a separate License Key to become operational.
1.18 "Internal Network" means Licensee's private, proprietary network resource accessible only
by Authorized Users. "Internal Network" specifically excludes the Internet or any other network
community open to the public, including membership or subscription driven groups, associations
or similar organizations. Connection by secure links such as VPN or dial up to Licensee's
Internal Network for the purpose of allowing Authorized Users to use the Software is deemed
use over an Internal Network.
1.19 "License Key" means any license key, activation code, or similar installation, access or
usage control codes, including serial numbers and electronic certificates digitally signed by
Adobe, designed to provide access to licensed software applications.
1.20 "License Metric" means each of the per-unit metrics specified by Adobe in connection with
the licensed quantities identified in a separate writing to describe the scope of Licensee's right to
use the Production Software and Development Software. The License Metrics are incorporated
by reference into this Agreement. One or more of the following License Metrics (or another
License Metric as provided in a separate writing) applies to each software application as further
provided herein:
(a) Per-CPU. The total number of CPUs on the Computers used to operate the Software may
not exceed the licensed quantity of CPUs. For purposes of this License Metric: (i) all CPUs on a
Computer on which the Software is installed shall be deemed to operate the Software unless
Licensee configures that Computer (using a reliable and verifiable means of hardware or
software partitioning) such that the total number of CPUs that actually operate the Software is
less than the total number on that Computer; and, (ii) when a CPU contains more than one
processing core, each group of two (2) processing cores, and any remaining unpaired processing
core, will be deemed a CPU unless otherwise provided in the applicable Multicore Conversion
Table available at http://www.adobe.com/go/multicorepolicy or as separately provided in
writing.
(b) Per-Document. The total number of unique Documents that are Deployed concurrently may
not exceed the licensed quantity of Documents. A Document will be deemed "unique" unless it
is an identical copy of a Deployed Document, is a direct language translation of a Deployed
Document, or differs from other Deployed Documents only with respect to correction of
typographical errors, pre-Deployment customization of information about Recipients (e.g., name,
address or account number) and similar differences that do not alter the fundamental business
purpose of the Document. To the extent that a Document includes content contained in other
electronic files that have been processed by the same Adobe software application(s) and are
separately Deployed as Documents, then each such electronic file shall also be deemed a unique
Document.
(c) Per-Recipient. The total number of Recipients that receive Deployed Documents may not
exceed the licensed quantity of Recipients.
(d) Per-Server. The total number of Servers on which the Software is installed may not exceed
the licensed quantity of Servers.
(e) Per-User. The total number of Authorized Users that use the Software may not exceed the
licensed quantity of Authorized Users.
1.21 "LiveCycle SDK Components" means software libraries (including client libraries used to
programmatically access the Software), sample software code, application programming
interfaces, header files and related information, and the file format specifications, if any,
included as part of the Software as described in the Documentation or a "Read Me" file
accompanying the applicable Software, but not including the Flex SDK Components.
1.22 "Material Improvement" shall mean perceptible, measurable and definable improvements
to the Flex SDK Source Files that provide extended or additional significant and primary
functionality that adds significant business value to the Flex SDK Source Files.
1.23 "Production Software" means Software licensed for productive business use.
1.24 "Recipient" means a person or entity to which Licensee directly or indirectly Deploys
Documents. Each person or entity that receives a Deployed Document shall be deemed a unique
Recipient with respect to a particular software application unless the identity of that Recipient is
known to Licensee prior to Deployment and Licensee has Deployed Documents to that Recipient
before.
1.25 "Server" means a Computer designed or configured for access by multiple users through a
network.
1.26 "Short-Lived Process" means an electronic process that (a) is tagged as "short-lived"
through the user interface or application programming interfaces of the LiveCycle SDK
Components, (b) is initiated by the specific action of a single person or computer, (c) results in
the completion of a single electronic transaction consisting of one or more events that occur in a
serial or synchronous fashion in real-time to generate a certain result or output, and (d) does not
include or require any human intervention (other than initiation of the process).
1.27 "Software" means the Foundation Components, the LiveCycle SDK Components, the Flex
SDK Components, and object code versions of the validly licensed software applications
distributed by Adobe and described in Section 3, including all Documentation and other
materials provided by Adobe to Licensee under this Agreement, but does not include the JBoss
Application Server software, the MySQL database software, or the MySQL JDBC driver
software accompanying the Software.
2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a
perpetual (except as set forth in Section 15 ("Term and Termination")), non-exclusive license to
permit Authorized Users to install and use the Software delivered hereunder according to the
terms and conditions of this Agreement on Computers within Licensee's Internal Network, on the
licensed platforms and configurations, in the manner and for the purposes described in the
Documentation, as further set forth below. Licensee may also permit non-licensed persons to
participate in electronic processes that utilize Production Software provided that such nonlicensed persons are not permitted to use the LiveCycle SDK Components or Flex SDK
Components, or otherwise use the Software directly, and such participation does not otherwise
violate any of the prohibitions described in Section 2.10(d) ("Prohibited Use") of the Agreement.
2.1 License Limitations. Licensee's right to install and use the Software is limited as follows
based on the type of Software licensed: (a) if Licensee has licensed Production Software or
Development Software version(s) of the Software, then Licensee's right to install and use the
Software is limited based on the License Metrics applicable to the particular software application
licensed as provided in a separate written document and as further provided in Section 3 of this
Agreement; and (b) if Licensee has licensed Evaluation Software, then Licensee's right to install
and use the Software is limited as provided in Section 4 of this Agreement.
2.2 Foundation Components. Licensee may install and use the Foundation Components solely
for purposes of facilitating use of the Software in accordance with this Agreement, subject to the
following additional limitations: (a) Licensee's right to design, implement and/or execute
electronic processes that use the Software in any way is limited to Short-Lived Processes unless
Licensee has obtained a valid license to the Production Software version of the Adobe LiveCycle
Process Management software; (b) Licensee may not modify or use the Data Services Features
unless Licensee has obtained a valid license to the Production Software version of the Adobe
LiveCycle Data Services software; and (c) Licensee may install and use the Adobe LiveCycle
Designer software installed as part of the Foundation Components, and its output, solely with the
Foundation Components and validly licensed software applications distributed by Adobe and
specifically designed to operate with the Foundation Components. Notwithstanding anything to
the contrary in this Section 2.2, Licensee's use of validly licensed Software that results in use of
the unmodified Data Services Features is permitted without a separate license to Adobe
LiveCycle Data Services software to the extent such validly licensed Software is designed to
access the Data Services Features programmatically.
2.3 LiveCycle SDK Components. Licensee may install and use the LiveCycle SDK
Components solely for purposes of facilitating use of validly licensed Software in accordance
with this Agreement.
2.4 Flex SDK Components. Subject to the terms and conditions of this Agreement, Adobe
grants to Licensee a perpetual (except as set forth in Section 15 ("Term and Termination")), nonexclusive license to use the Flex SDK components as follows:
2.4.1
License Grant. Licensee may (a) use the Flex SDK Components for the sole purpose of
internally developing Developer Programs, (b) use the Flex SDK Components as part of
Licensee's website for the sole purpose of compiling the Developer Programs that are distributed
through the Licensee's website, (c) modify and reproduce Flex SDK Source Files for use as a
component of Developer Programs that add Material Improvements to the Flex SDK Source
Files, and (d) distribute Flex SDK Source Files in object code form and/or source code form only
as a component of Developer Programs that add Material Improvements to the Flex SDK Source
Files, provided that (1) such Developer Programs are designed to operate in connection with
Adobe Flex Builder, Adobe Flex Charting, or Adobe LiveCycle Data Services software, or the
Flex SDK Components, (2) Licensee distributes such object code and/or source code under the
terms and conditions of an End User License Agreement, (3) Licensee includes a copyright
notice reflecting the copyright ownership of Developer in such Developer Programs, (4)
Licensee shall be solely responsible to its customers for any update or support obligation or other
liability which may arise from such distribution, (5) Licensee does not make any statements that
its Developer Program is "certified," or that its performance is guaranteed, by Adobe, (6)
Licensee does not use Adobe's name or trademarks to market its Developer Programs without
written permission of Adobe, (7) Licensee does not delete or in any manner alter the copyright
notices, trademarks, logos or related notices, or other proprietary rights notices of Adobe (and its
licensors, if any) appearing on or within the Flex SDK Source Files and/or Flex SDK
Components, or any documentation relating to the Flex SDK Components, (8) Licensee causes
any modified files to carry prominent notices stating that Licensee changed the files, and (9)
Licensee does not use "mx", "mxml", "flex", "flash", "livecycle" or "adobe" in any new package
or class names distributed with the Flex SDK Source Files. Any modified or merged portion of
the Flex SDK Source Files is subject to this Agreement.
2.4.2 Restrictions.
(a) General Restrictions. Except for the limited distribution rights as provided in Section 2.4.1
above with respect to Flex SDK Source Files, Licensee may not distribute, sell, sublicense, rent,
loan, or lease the Flex SDK Components and/or any component thereof to any third party. For
the avoidance of doubt, Licensee shall not have a right to distribute any Flex SDK Components
that are provided as executables and/or in object code form. Licensee also agrees not to add or
delete any program files that would modify the functionality and/or appearance of other Adobe
software and/or any component thereof.
(b) Development Restrictions. Licensee agrees that Licensee will not use the Flex SDK
Components to create, develop or use any program, software or service which (1) contains any
viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines
that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate
any system, data or personal information; (2) when used in the manner in which it is intended,
violates any material law, statute, ordinance or regulation (including without limitation the laws
and regulations governing export control, unfair competition, antidiscrimination or false
advertising); or (3) interferes with the operability of other Adobe or third-party programs or
software.
(c) Indemnification. Licensee agrees to defend, indemnify, and hold Adobe and its suppliers
harmless from and against any claims or lawsuits, including attorneys' reasonable fees, that arise
or result from the use or distribution of Developer Programs, provided that Adobe gives Licensee
prompt written notice of any such claim, tenders to Licensee the defense or settlement of such a
claim at Licensee's expense, and cooperates with Licensee, at Licensee's expense, in defending
or settling such claim.
2.5 Additional Software. Licensee is not permitted to use any software applications or
components accompanying or installed with the Software unless Licensee is validly licensed to
do so and only to the extent explicitly permitted under this Agreement or a separate writing. Use
of some third party materials and services included in or accessed through the Software may be
subject to other terms and conditions typically found in a separate license agreement, terms of
use or "Read Me" file located within or near such materials and services or at
http://www.adobe.com/products/eula/third_party/. Any licenses granted hereunder do not alter
any rights and obligations Licensee may have under the terms and conditions governing such
third party materials and services provided, however, that the disclaimer of warranty and
limitation of liability provisions in this Agreement will apply to all Software provided
hereunder. The JBoss Application Server software, MySQL database software, and MySQL
JDBC driver software accompanying the Software are provided "AS IS" without warranty or
support from Adobe and are otherwise subject to terms and conditions other than this
Agreement, which are found in a separate license agreement or "Read Me" file located in the file
directory near such materials.
2.6 Backup and Disaster Recovery. Licensee may make and install a reasonable number of
copies of the Software for backup and archival purposes and use such copies solely in the event
that the primary copy has failed or is destroyed, but in no event may Licensee use such copies
concurrently with Production Software or Development Software. Licensee may also install
copies of the Software in a Disaster Recovery Environment for use solely in disaster recovery
and not for production, development, evaluation or testing purposes other than to ensure that the
Software is capable of replacing the primary usage of the Software in case of a disaster.
2.7 Documentation. Licensee may make and distribute copies of the Documentation for use by
Authorized Users in connection with use of the Software in accordance with this Agreement, but
no more than the amount reasonably necessary. Any permitted copy of the Documentation that
Licensee makes must contain the same copyright and other proprietary notices that appear on or
in the Documentation.
2.8 Outsourcing. Licensee may sub-license use of the Software to a third party outsourcing or
facilities management contractor to operate the Software on Licensee's behalf, provided that: (a)
Licensee provides Adobe with prior written notice; (b) Licensee is responsible for ensuring that
any such contractor agrees to abide by and fully complies with the terms of this Agreement as
they relate to the use of the Software on the same basis as applies to Licensee; (c) such use is
only in relation to Licensee's direct beneficial business purposes as restricted herein; (d) such use
does not represent or constitute an increase in the scope or number of licenses provided
hereunder; and (e) Licensee shall remain fully liable for any and all acts or omissions by the
contractor related to this Agreement.
2.9 Font Software. If the Software includes font software, then Licensee may: (a) use the font
software on Licensee's Computers in connection with Licensee's use of the Software as permitted
under this Agreement; (b) output such font software on any output devices connected to
Licensee's Computers; (c) convert and install the font software into another format for use in
other environments provided that the converted font software may not be distributed or
transferred for any purpose except in accordance with the transfer section in this Agreement; and
(d) embed copies of the font software into Licensee's electronic documents for the purpose of
printing and viewing the document, provided that if the font software Licensee is embedding is
identified as "licensed for editable embedding" on Adobe's website at
http://www.adobe.com/type/browser/legal/embeddingeula.html, Licensee may also embed copies
of that font software for the additional limited purpose of editing Licensee's electronic
documents. No other embedding rights are implied or permitted under this license.
2.10 Restrictions.
(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or
translate the Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling
the Software is permitted to the extent the laws of Licensee's jurisdiction give Licensee the right
to do so to obtain information necessary to render the Software interoperable with other
software; provided, however, that Licensee must first request such information from Adobe and
Adobe may, in its discretion, either provide such information to Licensee or impose reasonable
conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's and
its suppliers' proprietary rights in the source code for the Software are protected.
(b) No Unbundling. The Software may include various applications, utilities and components,
may support multiple platforms and languages or may be provided to Licensee on multiple media
or in multiple copies. Nonetheless, the Software is designed and provided to Licensee as a single
product to be used as a single product on Computers and platforms as permitted herein. Licensee
is not required to use all component parts of the Software, but Licensee shall not unbundle the
component parts of the Software for use on different Computers except as otherwise permitted
under this Agreement. Licensee shall not unbundle or repackage the Software for distribution,
transfer or other disposition.
(c) No Transfer. Except as may be explicitly provided in this Agreement, Licensee shall not (i)
sublicense, assign or transfer the Software, or Licensee's rights in the Software, to any third
party, or (ii) authorize any portion of the Software to be copied onto or accessed from another
individual's or entity's Computer.
(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited
from: (i) using the Software on behalf of third parties (including use of the Software to generate
PDF files from electronic documents or content provided by third parties when Licensee also
distributes or makes available the generated PDF files to the same third parties except to the
extent such PDF files are a component of a broader service or product offering and not the sole
or primary value of such service or product offering); (ii) renting, leasing, lending or granting
other rights in the Software including rights on a membership or subscription basis; and (iii)
providing use of the Software in a computer service business, third party outsourcing facility or
service, service bureau arrangement, time sharing basis, or as part of a hosted service.
(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported
into any country or used in any manner prohibited by the United States Export Administration
Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In
addition, if the Software is identified as an export controlled item under the Export Laws,
Licensee represents and warrants that Licensee is not a citizen of, or located within, an
embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba and North Korea)
and that Licensee is not otherwise prohibited under the Export Laws from receiving the
Software. All rights to install and use the Software are granted on condition that such rights are
forfeited if Licensee fails to comply with the terms of this Agreement.
2.11 Delivery. The Software may be delivered via electronic delivery or via tangible media (e.g.,
CD or DVD), and, if applicable, the Software may be supplied with a valid License Key.
3. Production Software and Development Software. The following terms and conditions,
including the License Metrics, govern Licensee's use of validly licensed Production Software and
Development Software versions of the Software as provided in a separate written document.
3.1 Adobe LiveCycle Barcoded Forms. Adobe LiveCycle Barcoded Forms software is licensed
as Production Software on a Per-Document or Per-Recipient basis as provided in a separate
writing. Licensee's valid Production Software license to Adobe LiveCycle Barcoded Forms
software includes a Production Software license to install and use Adobe LiveCycle Reader
Extensions software subject to the same License Metrics, number of licenses and other terms as
apply to the Adobe LiveCycle Barcoded Forms software unless Licensee has obtained a separate
valid license to the Adobe LiveCycle Reader Extensions software.
3.2 Adobe LiveCycle Business Activity Monitoring. Adobe LiveCycle Business Activity
Monitoring software is licensed as Production Software on a Per-CPU basis. Licensee's right to
use the Business Activity Monitoring software is limited to use with certain types of Data
Sources depending on whether Licensee has obtained a license to the standard or extended
version. If Licensee has obtained a valid license to the standard version, Licensee may use any
Adobe software application as a Data Source. If Licensee has obtained a valid license to the
extended version, Licensee may use any Adobe or supported non-Adobe software application as
a Data Source. A Licensee of the Adobe LiveCycle Business Activity Monitoring software shall
be deemed to have licensed the standard version unless it has obtained a valid license to the
extended version as provided in a separate writing. Regardless of what version of the Adobe
LiveCycle Business Activity Monitoring software is licensed, at least one (1) Adobe LiveCycle
software application must at all times be a Data Source.
3.3 Adobe LiveCycle Connector. Adobe LiveCycle Connector software is licensed as
Production Software on a Per-CPU or Per-User basis and/or Development Software on a PerServer basis, as provided in a separate writing, for use with Adobe software applications (each a
"Connected Adobe Application") and the non-Adobe content management software application
for which it is designed as indicated by the name of the particular version of the Adobe
LiveCycle Connector software licensed by Licensee or as otherwise provided in a separate
writing. Licensee must have at least one (1) valid license to the Adobe LiveCycle Connector
software for each licensed CPU of a Connected Adobe Application licensed on a Per-CPU basis
and/or each Authorized User of a Connected Adobe Application licensed on a Per-User basis.
3.4 Adobe LiveCycle Digital Signatures. Adobe LiveCycle Digital Signatures software is
licensed as Production Software on a Per-CPU basis and/or Development Software on a PerServer basis as provided in a separate writing. The Adobe LiveCycle Digital Signatures software
allows Licensee to author and validate Certified Documents in accordance with the following
terms:
(a) Certified Documents and CD Services. A "Certified Document" or "CD" is a PDF file that
has been digitally signed using (a) the Software CD feature set; (b) a certificate; and (c) a
"private" encryption key that corresponds to the "public" key in the certificate. Authoring of a
CD requires that Licensee obtain a certificate from an authorized CD Service Provider. "CD
Service Provider" is an independent third party service vendor listed at
http://www.adobe.com/security/partners_cds.html. Validation of a CD requires CD Services
from the CD Service Provider that issued the certificate. "CD Services" are services provided by
CD Service Providers, including but not limited to (a) certificates issued by such CD Service
Provider for use with the Software's CD feature set; (b) services related to issuance of
certificates; and (c) other services related to certificates, including but not limited to verification
services.
(b) CD Service Providers. Although the Software provides CD authoring and validation
features, Adobe does not supply the necessary CD Services required to use these features.
Purchasing, availability and responsibility for the CD Services are between Licensee and the CD
Service Provider. Before Licensee relies upon any CD, any digital signature applied thereto,
and/or any related CD Services, Licensee must first review and agree to the applicable Issuer
Statement and the Agreement. "Issuer Statement" means the terms and conditions under which
each CD Service Provider offers CD Services (see the links on
http://www.adobe.com/security/partners_cds.html), including for example any subscriber
agreements, relying party agreements, certificate policies and practice statements, and this
Section 3.4(b). By validating a CD using CD Services, Licensee acknowledges and agrees that
(a) the certificate used to digitally sign a CD may be revoked at the time of verification, making
the digital signature on the CD appear valid when in fact it is not; (b) the security or integrity of a
CD may be compromised due to an act or omission by the signer of the CD, the applicable CD
Service Provider, or any other third party; and (c) Licensee must read, understand, and be bound
by the applicable Issuer Statement.
(c) Warranty Disclaimer and Limitation of Liability. CD Service Providers offer CD Services
solely in accordance with the applicable Issuer Statement. EXCEPT AS MAY BE PROVIDED
IN AN ISSUER STATEMENT, LICENSEE'S USE OF CD SERVICES IS AT LICENSEE'S
OWN RISK, AND ALL WARRANTIES (EXPRESS OR IMPLIED) ARE DISCLAIMED. SEE
SECTIONS 8 AND 9 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS
WHICH GOVERN CD SERVICES.
(d) Indemnity. Licensee agrees to hold Adobe and any applicable CD Service Provider (except
as expressly provided in its Issuer Statement) harmless from any and all liabilities, losses,
actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising
out of or relating to any use of, or reliance on, any CD Service, including, without limitation (i)
reliance on an expired or revoked certificate; (ii) improper verification of a certificate; (iii) use of
a certificate other than as permitted by any applicable Issuer Statement and the Agreement or
applicable law; (iv) failure to exercise reasonable judgment under the circumstances in relying
on the CD Services; or (v) failure to perform any of the obligations as required in an applicable
Issuer Statement.
(e) Third Party Beneficiaries. Licensee agrees that any CD Service Provider Licensee utilizes
will be a third party beneficiary with respect to this Section of the Agreement and that such CD
Service Provider will have the right to enforce such provisions in its own name as if the CD
Service Provider were Adobe.
3.5 Adobe LiveCycle Forms. Adobe LiveCycle Forms software is licensed as Production
Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis as
provided in a separate writing. Licensee's valid license to Adobe LiveCycle Forms software as
Production Software or Development Software includes a license to install and use the Adobe
LiveCycle Data Services software subject to the same License Metrics, number of licenses and
other terms as apply to the Adobe LiveCycle Forms software unless Licensee has obtained a
separate valid license to the Adobe LiveCycle Data Services software.
3.6 Adobe LiveCycle Output. Adobe LiveCycle Output software is licensed as Production
Software on a Per-CPU basis and/or Development Software on a Per-Server basis as provided in
a separate writing.
3.7 Adobe LiveCycle PDF Generator. Adobe LiveCycle PDF Generator software is licensed as
Production Software on a Per-CPU or Per-User basis and/or Development Software on a PerServer basis as provided in a separate writing, and is subject to the following additional terms:
(a) Use of Adobe Acrobat Professional Software. A copy of Adobe Acrobat Professional
software accompanies the Adobe LiveCycle PDF Generator software for use subject to the
following limitations: (i) Licensee may install one (1) copy of the Adobe Acrobat Professional
software on each Server on which the Adobe LiveCycle PDF Generator software is installed; (ii)
Licensee may only use the Adobe Acrobat Professional software indirectly through use of the
Software and only to the extent that the Adobe LiveCycle PDF Generator software is designed to
access the Adobe Acrobat Professional software programmatically as described in the
Documentation; and (iii) Licensee may not use the Adobe Acrobat Professional software directly
or otherwise use features and functionality of the Adobe Acrobat Professional software that are
not enabled or supported through use of the Adobe LiveCycle PDF Generator software unless
Licensee obtains a separate license to do so.
(b) Use of Supported Adobe Software Products. The Adobe LiveCycle PDF Generator software
is designed to operate in connection with certain other Adobe software applications as described
in the Documentation (each a "Supported Adobe Software Product"). To the extent that Licensee
has separately licensed a Supported Adobe Software Product, Licensee may use such Supported
Adobe Software Product with the Adobe LiveCycle PDF Generator software for the sole purpose
of converting files in the native file formats of such Supported Adobe Software Products (e.g.,
files in the .psd format) subject to the following limitations: (i) Licensee may install one (1) copy
of each licensed Supported Adobe Software Product on each server on which the Adobe
LiveCycle PDF Generator software is installed; and (ii) Licensee may only use the Supported
Adobe Software Products indirectly through use of the Adobe LiveCycle PDF Generator
software to the extent the Adobe LiveCycle PDF Generator software is designed to access the
Supported Adobe Software Products programmatically as described in the Documentation.
3.8 Adobe LiveCycle Process Management. Adobe LiveCycle Process Management software
is licensed as Production Software on a Per-CPU or Per-User basis and/or Development
Software on a Per-Server basis as provided in a separate writing, and is subject to the following
additional terms:
(a) Adobe LiveCycle Business Activity Monitoring. Licensee's right to use the Adobe
LiveCycle Process Management software as Production Software includes the right to install and
use the standard version of the Adobe LiveCycle Business Activity Monitoring software (as
described in Section 3.2) as Production Software on a number of CPUs equal to the number of
validly licensed CPUs on which Licensee installs and uses the Production Software version of
the Adobe LiveCycle Process Management software.
(b) Adobe LiveCycle Workspace. Licensee's right to use the Adobe LiveCycle Process
Management software includes the right to install and use the Adobe LiveCycle Workspace
software as Production Software solely to interface with the Adobe LiveCycle Process
Management software and Foundation Components in accordance with the terms and conditions
of this Agreement, and to use the source code version of the Adobe LiveCycle Workspace
software (including libraries and other materials) available with LiveCycle SDK Components
(collectively, "Workspace Code") subject to the following limitations: (i) Licensee may modify
and reproduce Workspace Code for the sole purpose of internally developing user interfaces
designed to operate with the Adobe LiveCycle Process Management software and Foundation
Components; (ii) Licensee may use the user interfaces and other derivatives developed with the
Workspace Code under the same terms that apply to the Adobe LiveCycle Workspace software;
and (iii) Licensee may not delete or in any manner alter the copyright notices, trademarks, logos
or related notices or proprietary rights notices of Adobe (and its licensors, if any) appearing
within the Workspace Code. Notwithstanding anything to the contrary in this Section 3.8,
Licensee may not change any Data Services Features (including data services destinations) used
by the Adobe LiveCycle Workspace software and/or included in the Workspace Code at the time
the Software is first installed, or otherwise use the Adobe LiveCycle Workspace software or
Workspace Code with any other Data Services Features. Licensee is solely responsible for any
update needs, errors or other liability resulting from any use or distribution of modified and
unmodified Workspace Code.
3.9 Adobe LiveCycle Reader Extensions. Adobe LiveCycle Reader Extensions software is
licensed as Production Software on a Per-Document or Per-Recipient basis as provided in a
separate writing.
3.10 Adobe LiveCycle Rights Management. Adobe LiveCycle Rights Management software is
licensed as Production Software on a Per-Document or Per-Recipient basis as provided in a
separate writing. Licensee is not permitted to disable or interfere with electronic notices or
dialogue boxes concerning privacy or tracking that appear in the software used for viewing
electronic files that have been processed by Adobe LiveCycle Rights Management software
except as explicitly permitted in this Agreement or the Documentation.
4. Evaluation Software. This Section 4 applies only if Licensee has obtained a valid license to
evaluate Software as Evaluation Software as separately provided in writing by Adobe or as
indicated by the License Key Licensee uses to install the Software.
4.1 License. Licensee may (a) install the Evaluation Software on Computers within Licensee's
Internal Network and (b) permit only Authorized Users to use the Evaluation Software (and
electronic document, content and other materials generated by or processed with the Evaluation
Software) within Licensee's Internal Network for the sole purpose of determining whether to
purchase a license to the Evaluation Software and not for any revenue generation, commercial
activity or other productive business purpose. Licensee is not permitted to use the Evaluation
Software (including its output) directly or indirectly with any Production Software or
Development Software (or the output from such software).
4.2 Limitations. Licensee's rights to install and use Evaluation Software under this Section 4
will terminate immediately upon the earlier of (a) the expiration of the sixty (60) day evaluation
period that begins on the date Adobe delivers or makes available the Evaluation Software, or (b)
such time that Licensee purchases a license to a non-evaluation version of such Software. Adobe
reserves the right to terminate Licensee's license to use the Evaluation Software at any time in its
sole discretion. Licensee agrees to return or destroy Licensee's copy of the Evaluation Software
upon termination of this Agreement for any reason. To the extent that any provision in this
Section 4 is in conflict with any other term or condition in this Agreement, this Section 4 shall
supersede such other term(s) and condition(s) with respect to the Evaluation Software, but only
to the extent necessary to resolve the conflict. LICENSEE ACKNOWLEDGES THAT THE
EVALUATION SOFTWARE MAY (i) HAVE LIMITED FEATURES, (ii) FUNCTION FOR A
LIMITED PERIOD OF TIME, OR (iii) HAVE OTHER LIMITATIONS NOT PRESENT IN
NON-EVALUATION SOFTWARE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, THE EVALUATION SOFTWARE IS PROVIDED TO
LICENSEE BY ADOBE ON AN "AS IS" BASIS, AND ADOBE DISCLAIMS ANY
WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.
5. Intellectual Property Rights. The Software and any copies that Licensee is authorized by
Adobe to make are the intellectual property of and are owned by Adobe Systems Incorporated
and its suppliers. The structure, organization and code of the Software are the valuable trade
secrets and confidential information of Adobe Systems Incorporated and its suppliers. The
Software is protected by copyright, including without limitation by United States Copyright Law,
international treaty provisions and applicable laws in the country in which it is being used.
Except as expressly stated herein, this Agreement does not grant Licensee any intellectual
property rights in the Software and all rights not expressly granted are reserved by Adobe.
6. Confidentiality. Licensee agrees that Licensee will treat the Flex SDK Components,
LiveCycle SDK Components and License Keys ("Confidential Information") with the same
degree of care to prevent unauthorized disclosure to anyone other than Authorized Users as
Licensee accords to Licensee's own confidential information, but in no event less than reasonable
care. Licensee's obligations under this Section 6 shall terminate when Licensee can document
that the Flex SDK Components and LiveCycle SDK Components were in the public domain at or
subsequent to the time they were communicated to Licensee by Adobe through no fault of
Licensee's. Licensee may also disclose the Confidential Information in response to a valid order
by a court or other governmental body, when otherwise required by law, or when necessary to
establish the rights of either party under this Agreement, provided Licensee gives Adobe advance
written notice thereof.
7. Updates. If the Software is an upgrade or update to a previous version of the Software,
Licensee must possess a valid license to such previous version in order to use such upgrade or
update. All upgrades and updates are provided to Licensee subject to the terms of this Agreement
on a license exchange basis. Licensee agrees that by using an upgrade or update Licensee
voluntarily terminates Licensee's right to use any previous version of the Software. As an
exception, Licensee may maintain installations of previous versions of the Software on
Licensee's Computers for a reasonable period of time (but not exceeding ninety (90) days) after
Licensee obtains the upgrade or update to assist Licensee in the transition to the upgrade or
update, provided that Licensee's right to such simultaneous installations does not constitute an
increase in the number of copies, licensed amounts or scope of use granted to Licensee
hereunder.
8.
WARRANTY.
8.1. Warranty. Except as may be otherwise provided in Section 14, Adobe warrants to Licensee
that the Software will perform substantially in accordance with the Documentation for the ninety
(90) day period following shipment of the Software when used on the recommended operating
system, platform and hardware configuration. Non-substantial variation of performance from the
Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT
APPLY TO EVALUATION SOFTWARE (AS IDENTIFIED IN SECTION 4), WORKSPACE
CODE (AS IDENTIFIED IN SECTION 3.8), CD SERVICES (AS IDENTIFIED IN SECTION
3.4), FLEX SDK COMPONENTS, LIVECYCLE SDK COMPONENTS, PATCHES, FONT
SOFTWARE CONVERTED INTO OTHER FORMATS, OR TO SOFTWARE THAT HAS
BEEN ALTERED BY LICENSEE, TO THE EXTENT SUCH ALTERATION CAUSED A
DEFECT. All warranty claims must be made within such ninety (90) day period. If the Software
does not perform substantially as warranted above, the entire liability of Adobe and its affiliates
and Licensee's exclusive remedy shall be limited to either, at Adobe's option, replacement of the
Software or refund of the license fee paid to Adobe for the Software whereupon the license to
such software shall automatically terminate. THE LIMITED WARRANTY SET FORTH IN
THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE
ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
8.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY
WARRANTY MADE BY ADOBE AND ITS AFFILIATES AND STATES THE SOLE AND
EXCLUSIVE REMEDIES FOR ADOBE, ITS AFFILIATES OR SUPPLIERS' BREACH OF
WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND ANY
WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME
CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO
LICENSEE IN LICENSEE'S JURISDICTION, ADOBE, AND ITS AFFILIATES AND
SUPPLIERS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND
EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS,
REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER,
INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY,
QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME
JURISDICTIONS. The provisions of Section 8.2 and Section 9 will survive the termination of
this agreement, howsoever caused, but this will not imply or create any continued right to use the
Software after termination of this Agreement.
9. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH
ABOVE AND AS OTHERWISE PROVIDED IN SECTION 14, IN NO EVENT WILL ADOBE
OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS,
DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS,
ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY
OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN
IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND
EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN
LICENSEE'S JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS
AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT
WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS
LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR
MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS
OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN
SOME STATES. Nothing contained in this Agreement limits Adobe's liability to Licensee in the
event of death or personal injury resulting from Adobe's negligence or for the tort of deceit
(fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming,
excluding and limiting obligations, warranties and liability, but in no other respects and for no
other purpose. For further information, please see the jurisdiction specific information at the end
of this Agreement, if any, or contact Adobe's Customer Support Department.
10. Governing Law. This Agreement, each transaction entered into hereunder, and all matters
arising from or related to this Agreement (including its validity and interpretation), will be
governed and enforced by and construed in accordance with the substantive laws in force in: (a)
the State of California, if a license to the Software is purchased when Licensee is in the United
States, Canada, or Mexico; or (b) Japan, if a license to the Software is purchased when Licensee
is in Japan, China, Korea, or other Southeast Asian country where all official languages are
written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon
or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a
license to the Software is purchased when Licensee is in any other jurisdiction not described
above. The respective courts of Santa Clara County, California when California law applies,
Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London,
England, when the law of England applies, shall each have non-exclusive jurisdiction over all
disputes relating to this Agreement. This Agreement will not be governed by the conflict of law
rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale
of Goods, the application of which is expressly excluded.
11. General Provisions. If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of this Agreement, which shall remain valid and enforceable
according to its terms. Updates and upgrades may be licensed to Licensee by Adobe with
additional or different terms. The English version of this Agreement shall be the version used
when interpreting or construing this Agreement. This is the entire agreement between Adobe and
Licensee relating to the Software and it supersedes any prior representations, discussions,
undertakings, communications or advertising relating to the Software.
12. Notice to U.S. Government End Users.
12.1 Commercial Items. The Software and Documentation are "Commercial Item(s)," as that
term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and
"Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. Section
12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212
or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer
Software and Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only those rights as are granted
to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved
under the copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue,
San Jose, CA 95110-2704, USA.
12.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing
Adobe Software for acquisition by the U.S. Government, or any contractor therefore, Licensee
will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian
agencies) and 48 C.F.R. Sections 227-7202-1 and 227-7202-4 (for the Department of Defense).
For U.S. Government End Users, Adobe agrees to comply with all applicable equal opportunity
laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section
402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and
Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts
60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained
in the preceding sentence shall be incorporated by reference in this Agreement.
13. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve
(12) months, appoint an independent third party or Adobe's internal auditor to verify the usage
and number of copies and installations of the Software in use by Licensee. Any such verification
shall be conducted upon no less than seven (7) business days notice, during regular business
hours at Licensee's offices and shall not unreasonably interfere with Licensee's business
activities. Upon Licensee's request, Adobe (and its third-party auditors, in applicable) shall
execute a commercially reasonable non-disclosure agreement with Licensee before proceeding
with the verification. If such verification shows that Licensee is using a greater number of copies
of the Software than that legitimately licensed, is exceeding any applicable License Metric, or is
deploying or using the Software in any way not permitted under this Agreement and which
would require additional license fees, Licensee shall pay the applicable fees for such additional
usage rights or copies within thirty (30) days of invoice date, with such underpaid fees being the
license fees as per Adobe's then-current, country specific, license fee list. If underpaid fees are in
excess of five percent (5%) of the value of the fees paid under this Agreement, then Licensee
shall pay such underpaid fees and Adobe's reasonable costs of conducting the verification. This
Section shall survive expiration or termination of this Agreement for a period of two (2) years.
14. Specific Provisions and Exceptions. This Section sets forth specific provisions related to
certain components of the Software as well as limited exceptions to the above terms and
conditions. To the extent that any provision in this Section is in conflict with any other term or
condition in this agreement, this Section will supersede such other term or condition.
14.1 Limited Warranty for Users Residing in Germany or Austria. If Licensee obtained the
Software in Germany or Austria, and Licensee usually resides in such country, then Section 8.1
does not apply; instead, Adobe warrants that the Software provides the functionalities set forth in
the Documentation (the "agreed upon functionalities") for the limited warranty period following
receipt of the Software when used on the recommended operating system, platform and hardware
configuration. As used in this Section, "limited warranty period" means one (1) year if Licensee
is a business user and two (2) years if Licensee is not a business user. Non-substantial variation
from the agreed upon functionalities will not and does not establish any warranty rights. THIS
LIMITED WARRANTY DOES NOT APPLY TO EVALUATION SOFTWARE (AS
IDENTIFIED IN SECTION 4), WORKSPACE CODE (AS IDENTIFIED IN SECTION 3.8),
CD SERVICES (AS IDENTIFIED IN SECTION 3.4), FLEX SDK COMPONENTS,
LIVECYCLE SDK COMPONENTS, PATCHES, FONT SOFTWARE CONVERTED INTO
OTHER FORMATS, OR TO SOFTWARE THAT HAS BEEN ALTERED BY LICENSEE, TO
THE EXTENT SUCH ALTERATION CAUSED A DEFECT. To make a warranty claim, during
the limited warranty period Licensee must return, at Adobe's expense, the Software and proof of
purchase to the location where Licensee obtained it. If the functionalities of the Software vary
substantially from the agreed upon functionalities, Adobe is entitled -- by way of re-performance
and at its own discretion -- to repair or replace the Software. If this fails, Licensee is entitled to a
reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission). For
further warranty information, please contact the Adobe Customer Support Department.
14.2 Limitation of Liability for Users Residing in Germany and Austria.
14.2.1
If Licensee obtained the Software in Germany or Austria, and Licensee usually resides
in such country, then Section 9 does not apply. Instead, subject to the provisions in Section
14.2.2, Adobe and its affiliates' statutory liability for damages will be limited as follows: (i)
Adobe and its affiliates will be liable only up to the amount of damages as typically foreseeable
at the time of entering into the purchase agreement in respect of damages caused by a slightly
negligent breach of a material contractual obligation and (ii) Adobe and its affiliates will not be
liable for damages caused by a slightly negligent breach of a non-material contractual obligation.
14.2.2 The aforesaid limitation of liability will not apply to any mandatory statutory liability,
in particular, to liability under the German Product Liability Act, liability for assuming a specific
guarantee or liability for culpably caused personal injuries.
14.2.3 Licensee is required to take all reasonable measures to avoid and reduce damages, in
particular to make back-up copies of the Software and Licensee's computer data subject to the
provisions of this agreement.
14.3 Eclipse Code. This Software may contain Eclipse code provided by the Eclipse Foundation
("Eclipse Code"). On behalf of Contributors to such Eclipse Code, Adobe hereby: (i) disclaims
any and all warranties or conditions of title and non-infringement, and implied warranties or
conditions of merchantability and fitness for a particular purpose with respect to such Eclipse
Code and any and all derivative works thereof, (ii) disclaims any liability for damages, including
direct, indirect, special, incidental and consequential damages, such as lost profits, and (iii)
represents that any provisions in this License Agreement that differ from the Eclipse Public
License under which Adobe licensed the Eclipse Code, are offered by Adobe alone and not by
any other party. The source code for the Eclipse Code as contained in this Software may be
obtained by the Licensee as described in a Readme to the Software. Adobe provides the Eclipse
Code as is, without warranty or support from Adobe.
15. Term and Termination. This Agreement shall remain in effect until any material breach of
this Agreement by Licensee occurs, upon which this Agreement shall automatically terminate.
Upon termination of this Agreement for any reason, Licensee shall discontinue use of the
Software and shall destroy the Software, Documentation and all copies thereto. Termination shall
not, however, relieve either party of obligations incurred prior to the termination. The following
Sections shall survive termination of this Agreement: 1 (Definitions), 5 (Intellectual Property
Rights), 6 (Confidentiality), 8.2 (Disclaimer), 9 (Limitation of Liability), 10 (Governing Law),
11 (General Provisions), 12 (Notice to U.S. Government End Users), 14 (Specific Provisions and
Exceptions), and 15 (Term and Termination).
16. Third-Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or
Adobe if Licensee obtained the Software from any party other than Adobe) are third party
beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with
respect to the respective technology of such licensors and/or Adobe.
If Licensee has any questions regarding this agreement or if Licensee wishes to request any
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product to contact the Adobe office serving Licensee's jurisdiction.
Adobe, Flex and LiveCycle are either registered trademarks or trademarks of Adobe Systems
Incorporated in the United States and/or other countries. All other trademarks are the property of
their respective owners.
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