5.4

5.4
ADOBE SYSTEMS INCORPORATED
CRX/CQ 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 THE ORDERING DOCUMENT 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
ITS 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, 4-6 Riverwalk, Citywest Business Campus, Dublin 24,
Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe
Systems Incorporated.
1.2. “Application” means a computer program designed for a specific task or use using the Software
to access and store any content. Examples of an Application are a corporate website, a blog, a
wiki, an e-learning platform, online shopping, games, online calendar, maps, auction sites, etc.
1.3. “Cluster” means a group of computer servers that operate as a single Instance to enable high
availability and/or load balancing.
1.4. “Clustering Functionality” means the ability of the Software to work with a group of computer
servers that work as a single system and enable high availability and/or load balancing. The
ordering document shall set forth whether Licensee has purchased Clustering Functionality.
1.5. “Development Software” means Software licensed for use in a technical environment solely for
internal development and testing.
1.6. “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.
1.7. “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.
1.8. “Evaluation Software” means Software licensed for internal evaluation purposes and not for
productive business use.
1.9. “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 is deemed use over an Internal Network.
1.10.
“Instance” means one in-memory copy of the Software instantiated and running within a
Java virtual machine process on one server machine in a Production Environment.
1.11.
“License Metric” means each of the per-unit metrics specified by Adobe in connection
with the licensed quantities identified in the ordering document to describe the scope of
Licensee’s right to use the Software. The License Metrics are incorporated by reference into this
Agreement.
1.12.
“Identified Author” means employee(s) or agent(s) of Licensee (not including customers
or users of Licensee’s web site) that are authorized to have access to the Software for purposes
of administration and/or authoring.
1.13.
“Product Key” is a series of letters and digits that uniquely identify a Software installation
and authorize Licensee to use it.
1.14.
“Production Environment” means each server or server unit that is used, in whole or
parts, for production/live purposes, i.e. is not exclusively used for development or testing of the
Software.
1.15.
“Software” means the object code version of the Adobe software marketed and licensed
under the name CRX Content Repository Extreme; CQ DAM (Digital Asset Management), CQ
WCM (Web Content Management) and/or CQ Social Collaboration as specified in the ordering
document together with all Updates including all Documentation and other materials provided by
Adobe to Licensee under this Agreement. The term “Software” does not include (i) software
modules or other software that may be included in Adobe’s electronic delivery of the Software
but not identified in the ordering document, or (ii) any open source or other third-party software
included with Adobe’s electronic delivery of the Software.
2. License.
Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a (except as set forth in
Section 14 (“Term and Termination”)), non-exclusive license to install and use the Software delivered
hereunder according to the terms and conditions of this Agreement and in accordance with the ordering
document.
2.1. License Limitations. Licensee’s right to install and use the Software is limited as follows based
on the type of Software licensed:
2.1.1.For CRX Developer Edition: Licensed as an Identified User license for evaluation,
development, testing and demonstration purposes only. The use of this Software in a
production environment is not permitted.
2.1.2.If Licensee has licensed Evaluation Software, then Licensee’s right to install and use the
Software is limited as provided in Section 3 of this Agreement.
2.1.3.Adobe may terminate this Agreement immediately, without notice, in the event of a breach
by Licensee of any of the terms hereof. The disclaimers of warranties and damages and
limitations on liability shall survive termination.
2.2. Additional Software; Services and Training.
2.2.1. 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 the
ordering document. 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. Any open source software accompanying the
Software is provided “AS IS” without warranty or support from Adobe and is 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.
2.2.2.Training. Adobe shall provide Licensee the training services described in the ordering
document for the fee set forth therein. Licensee will also be responsible for any out-ofpocket costs related to such training, including travel, lodging, and meals.
2.2.3. Professional Services. Any professional services will be provided under a separate
professional services agreement (and related SOWs) that is mutually agreeable to the
parties.
2.3. 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. 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.
2.4. Documentation. Licensee may make and distribute copies of the Documentation solely 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.
2.5. 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.
2.6. Restrictions.
2.6.1.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.
2.6.2.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.
2.6.3.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.
2.6.4.Prohibited Use. Except as expressly authorized under this Agreement, Licensee is
prohibited from: (i) using the Software on behalf of third parties; (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.
2.6.5.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.
2.7. Delivery; Fees.
2.7.1. Licensee agrees to pay Adobe the Software license fees, maintenance fees, and training
fees, specified in each ordering document. In addition, Licensee is responsible for all taxes
associated with the sale of the Software or Services, including but not limited to sales, use,
VAT or similar taxes. Licensee shall not be responsible for income taxes of Adobe.
2.7.2. Upon execution of this Agreement, or promptly following each new ordering document,
Adobe will electronically deliver the Software licensed by Licensee by providing Licensee
with instructions and a user-ID and password for downloading the Software.
2.7.3. Adobe may invoice Licensee for Software license fees promptly following delivery of the
Software. Adobe may invoice Licensee for Maintenance fees for the initial 12-month
Maintenance period promptly following delivery of the Software or prior to the
commencement of each Maintenance renewal period. Adobe may invoice Licensee for all
Training fees promptly following the completion of such training.
3. Evaluation Software.
3.1. This Section 3 applies to those Software components to which Licensee has not obtained a valid
Development or Production license as provided in the ordering document.
3.2. License. Licensee may (a) install the Evaluation Software within Licensee’s Internal Network
and (b) permit use of 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.
3.3. Limitations. Licensee’s rights to install and use Evaluation Software under this Section 3 will
terminate immediately upon 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. Adobe reserves the right to exercise its
rights under Section 12 of this Agreement to ensure compliance with this Section 3. 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 3 is in conflict with any
other term or condition in this Agreement, this Section 3 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.
4. 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.
5. Updates.
The license fees listed in the ordering documents entitle the Licensee to the Software releases current as
of the date of download of the Software. Adobe will provide Licensee with access to all updates,
upgrades, bug fixes, patches, error corrections, and minor and major releases to the Software that are
made generally available by Adobe to its end-users. Licensee shall be solely responsible for downloading
and/or installing any of the services or updates provided by Adobe. Adobe, may in its sole discretion,
modify the Software and deliver Software updates to Licensee which may add new and/or eliminate
existing features, functions, operating environment and/or hardware platforms to the Software. Licensee
may report any incidents in the Software or enhancement requests through Adobe’s support system.
Adobe may, without Licensee’s approval and without incurring any liability to Licensee, modify the
Software or discontinue its manufacture, sale or generally available support.
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.
6. WARRANTY.
6.1. Warranty. Except as may be otherwise provided in Section 13, 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 3), PATCHES, OPEN
SOURCE CODE, 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.
6.2. 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, NON-INFRINGEMENT 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 6.2 and Section 7 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.
7. LIMITATION OF LIABILITY.
EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN
SECTION 13, 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.
8. Protection Measures.
Licensee acknowledges and agrees that the Software may contain verification and reporting functionality
that allows the remote reporting of Licensee’s usage of the Software for the purpose of verifying
Licensee’s compliance with the terms and conditions of this Agreement (“Remote Verification”). Licensee
agrees to cooperate and assist with Adobe’s reasonable requests regarding the facilitation of such
Remote Verification, and Licensee agrees that it shall not (or allow any of its employees or any third
party) directly or indirectly attempt to disable or remove such Remote Verification functionality. The
Software may also include technological measures that are designed to enable Adobe to disable the
Software if Licensee has breached the terms of this Agreement.
9. 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.
10. 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.
11. Notice to U.S. Government End Users.
11.1.
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.
11.2.
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.
12. 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.
13. 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.
13.1.
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 6.1
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 3), PATCHES, OPEN SOURCE CODE, 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.
13.2.
Limitation of Liability for Users Residing in Germany and Austria. If Licensee obtained
the Software in Germany or Austria, and Licensee usually resides in such country, then Section
7 does not apply. Instead, subject to the provisions in Section 13.1, 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. 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. 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. Term and Termination.
This Agreement shall remain in effect unless earlier terminated according to its terms or 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), 4 (Intellectual Property Rights), 6.2 (Disclaimer), 7
(Limitation of Liability), 8 (Protection Measures), 9 (Governing Law), 10 (General Provisions), 11 (Notice
to U.S. Government End Users), 13 (Specific Provisions and Exceptions), and 14 (Term and
Termination).
15. 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 information
from Adobe please use the address and contact information included with this product to contact the
Adobe office serving Licensee’s jurisdiction.
Was this manual useful for you? yes no
Thank you for your participation!

* Your assessment is very important for improving the work of artificial intelligence, which forms the content of this project

Download PDF

advertisement