THESE ADOBE® CONNECT™ HOSTED TERMS AND CONDITIONS ARE BETWEEN ADOBE (DEFINED BELOW) AND “YOU” (COLLECTIVELY, THE “PARTIES”).
BY USING THE SERVICE (DEFINED BELOW), YOU AGREE THAT ENGLISH LAW GOVERNS YOUR USE OF THE SERVICE IF YOU OBTAIN A SUBSCRIPTION TO THE SERVICE IN ANY LOCATION OTHER THAN THE UNITED STATES, MEXICO, OR CANADA, AND YOU AGREE TO THE TERMS REGARDING GOVERNING LAW AND VENUE SET FORTH IN SECTION 15 (GOVERNING LAW).
YOU AGREE THAT THIS AGREEMENT (DEFINED BELOW) IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS USED: FOR EXAMPLE, YOUR EMPLOYER.
YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
“Add-In” means the Adobe Connect Add-in that may be provided to You by Adobe in connection with Your use of the Service, any modified versions and copies of such add-in, and upgrades, updates, and additions to such add-in that are provided to You by Adobe at any time. The Add-In is a client software upgrade automatically delivered to You on an as-needed basis so that You may use certain features of the Service (such as broadcasting audio or video).
“Adobe” means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if subsection 15(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.
“Agreement” means these terms and conditions, the License Metrics, the Privacy Policy, and the DMCA Provision.
“Concurrent User” means a user of the Service licensed on a concurrent basis that may attend or host a Meeting.
“Content” means all audio, video, multimedia, data, text, images, documents, computer programs, and any other
information or materials uploaded by or on behalf of You in connection with Your use of the Service.
“Customer Error Incident” means any Service unavailability resulting from Your applications, Content, Your equipment, or the acts or omissions of any user of the Service.
“DMCA Provision” means Section 21 of the Terms of Use, or any successor provision thereto providing guidelines
and instruction regarding the reporting of infringing material being uploaded to or otherwise shared within the Service.
“Force Majeure” means an act of God, terrorism, labor action, fire, flood, earthquake, governmental acts, orders, or restrictions, denial of service attacks and other malicious conduct, utility failures, or any other cause of Service unavailability that was beyond Adobe’s reasonable control.
“Information” means personally identifiable information.
“License Metrics” means terms set forth in a separate writing such as a quote or written agreement between You and Adobe, or between You and an Adobe authorized reseller of the Services) describing the scope of Your right to use the Service. License Metrics may include Concurrent User, Named Host, Seminar Room, or alternate licensing metric in the quantities set forth in the applicable order documentation. The License Metrics are incorporated by reference into this Agreement.
“Meeting” means an Adobe Connect Hosted meeting, seminar, or webcast as applicable.
“Meeting Attendees” means individuals who attend an online meeting, telephone conference, seminar, or webcast enabled by the Service and hosted by You.
“Named Events Manager” means an individual that has the ability to manage advanced registration for Adobe Connect events, branded event pages, additional email options, and absentee/attendee reporting for meetings, courses, curriculums, presentations, and other content. A Named Events Manager must be an individual, not a group or generic login, and a Named Events Manager license cannot be shared between more than one individual. A Named
Events Manager license may be reassigned from one individual to another solely: (a) if the employment or independent contractor relationship of a licensed individual terminates; or (b) in all other cases, upon written permission of the entity from which You purchased the license (i.e., Adobe or an Adobe authorized reseller).
“Named Host” means an individual that has the ability to host a meeting with up to 100 total attendees using the Service. A Named Host may create an unlimited number of Adobe Connect meeting rooms; however, the Named Host can only use one of his/her rooms at any one time and rooms cannot be accessed unless the Named Host is present. A Named Host must be an individual, not a group or generic login, and a Named Host license cannot be shared between more than one individual. A Named Host license may be reassigned from one individual to another solely (a) if the employment or independent contractor relationship of a licensed individual terminates; or (b) in all other cases, upon written permission of the entity from which You purchased the license (i.e., Adobe or an Adobe authorized reseller).
“Participant” means a third party, including without limitation a Meeting Attendee, who interacts with the Service as a result of such party’s relationship with or connection to You.
“Privacy Policy” shall mean the Adobe Online Privacy Policy located at http://www.adobe.com/go/privacy, or any successor website thereto.
“Scheduled Maintenance” means any maintenance performed during Adobe’s standard maintenance windows (currently occurring between Saturday 12:01am Pacific Time and Sunday at 11:59pm Pacific Time, and weekdays between 6:00pm Pacific Time and 11:59pm Pacific Time) and any other maintenance of which You are given at least forty-eight (48) hours advance notice. Adobe may perform maintenance on some or all of the Service in order to upgrade hardware or software that operates or supports the Service, implement security measures, or address any other issues it deems
appropriate for the continued operation of the Service.
“Seminar Host” means an individual employed or otherwise hired by You to administer the Seminar Room on Your behalf.
“Seminar Room” means an Adobe Connect meeting room on the Service platform with a size that is set based on number of seminar room seats purchased per room. Only one meeting can take place in a Seminar Room at any given time, and a designated Seminar Host must be present in the room for the room to be accessed.
“Service” means individually and collectively, the Adobe Connect Hosted service and/or the Adobe Connect family of services.
“Service Term” means the period of time for which You have elected to pay for and/or use the Service as indicated in the License Metrics.
“Terms of Use” means the then-current online Adobe Terms of Use located at http://www.adobe.com/go/terms, or any successor website thereto.
2.1 Authority to Use Service. You represent and warrant that You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder including: (a) having a valid license to use the software applications that generate Content; (b) the right to submit Content and Your or a Participant’s Information in connection with the Service; and (c) the right to use the particular audio
conferencing service You use in conjunction with the Service. Otherwise, You are not permitted to submit such Content or Information to Adobe or the Service or use such audio conferencing service.
2.2 Access to Service. You acknowledge that Your ability to access and use the Service may require the payment of third party fees (such as telephone toll charges, ISP, or airtime charges) and that You are responsible for paying such fees. Adobe is not responsible for any equipment or third party services You may need to be able to access and use the Service. You acknowledge and agree that by accessing or using the Service, You may be exposed to materials from third parties that are offensive, indecent, or otherwise objectionable. You may report any
violations of these terms to Adobe customer service.
2.3 Log-In Information. To gain access to and use the Service, You may be required to create a log-in ID and password (“Log-In Information”). You are responsible for all activity occurring under Your Log-In Information, and You must keep Your Log-In Information confidential and not share Your Log-In Information with third parties. Adobe has no obligation or responsibility with regard to Your use, distribution, disclosure, or management of Log-In Information. Notwithstanding the foregoing, Adobe may require You to change Your Log-In Information if such Log-In Information is inconsistent with the terms of this Agreement.
2.4 Limitations. The Service may not reliably work in some international jurisdictions that regulate Voice Over IP services or where the local government actively blocks or otherwise interferes with cross-border data flows. The Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Adobe, its affiliates, suppliers, licensors, and resellers specifically disclaim any express or implied warranty of fitness for such purposes.
3.1 The Service. Subject to Your compliance with the terms and conditions of this Agreement, Adobe grants to You a non-exclusive, non-transferable, revocable right to access and use the Service according to the terms and conditions of this Agreement and the applicable License Metrics.
3.2 The Add-In. Subject to the terms and conditions of the Agreement, Adobe grants to You a non-exclusive, non-
transferable, revocable license to install and use the Add-In solely in conjunction with Your rights to access and use the Service in accordance with the applicable License Metrics. You shall not modify, port, adapt, or translate the Add-In. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Add-In. You cannot use the Add-In on a timeshare or service bureau basis or host, on a
subscription basis or otherwise, or use the Add-In to utilize any functionality of the Service for a third party.
3.3 Adobe Presenter. The number of copies of Adobe Presenter installed or used by You or Participants must coincide with the number of seats of Adobe Presenter licenses purchased by You, if any, as set forth in the License Metrics. The terms of this Section 3.3 (Adobe Presenter) are in addition to any terms contained in an end user license agreement accompanying Adobe Presenter.
3.4 Use Restrictions. In connection with Your access or use of the Service, You agree not to: (a) use the Service in any manner that could damage, disable, overburden, or impair any Adobe server, or the network(s) connected to any Adobe server or interfere with any other party’s use and enjoyment of the Service; (b) attempt to gain unauthorized access to service, materials, other accounts, computer systems, or networks connected to any Adobe server or to the Service, through hacking, password mining, or any other means; (c) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service; (d) engage
in any systematic extraction of data or data fields (including e-mail addresses) except as may be reasonably contemplated through the normal use of the Service including without limitation collecting email addresses of Meeting Attendees for purposes of tracking and/or confirming Meeting attendance; (e) disclose, harvest, or otherwise collect Information (including e-mail addresses or other private information about any third party) without that party’s express consent; (f) transmit junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited e-mail or duplicative messages except as may be reasonably contemplated through the normal use of the Service including without limitation conducting surveys, contests, or similar promotions for purposes of encouraging Meeting attendance and/or obtaining Meeting feedback; (g) sell, resell, lend, lease, or rent access to or use of the Service or any portion of the Service, or otherwise transfer any rights to use or access the Service (including without limitation, on a subscription, membership, pay-per-use, time share, computer service business, or service bureau basis, or on any other basis where You permit third parties to conduct conferences, online meeting services, or training sessions utilizing Your access and license rights hereunder); (h) bundle or incorporate the Service with or into any other service, offering, or solution for sale, resale, rent, or lease to third parties; or (i) use the Service for malicious injection of dial tone multi-frequency (“DTMF”) commands.
You acknowledge that Adobe and its licensors own all right, title, and interest in: (a) the Service; (b) any Adobe software provided in connection with the Service; and (c) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by Adobe in connection with the Service (the “Marks”). You shall not alter or remove any Marks or Adobe copyright notices included in the Service. You,
or Your respective licensors, as applicable, own all right, title, and interest in and to any graphics, logos, service marks, and trade names used by You in connection with the Service (excluding Marks). You are welcome to send suggestions on improving the Service, but in doing so, You acknowledge and agree that such suggestions will become the property of Adobe, and Adobe has no obligation to compensate You for such suggestions.
This Section 5 (Trial Use of Service) applies to You solely if You have subscribed to the Service on a trial basis.
5.1 Trial Use. In addition to the other terms of this Agreement, as a trial user of the Service, Your right to access and use the Service is limited as provided in the e-mail communication from Adobe acknowledging Your right to use the Service, or as provided in the Web pages describing trial use of the Service. This trial Service might be offered by Adobe at a later time with different features, for a fee, or not at all, as determined by Adobe in its sole discretion. In order to maintain a consistent quality of service, Adobe reserves the right to temporarily suspend trial access to the Service as needed.
5.2 Termination of Trial Service. Your right to use the Service on a trial basis shall terminate immediately upon expiration of the limited time period granted at the time You subscribed to the Service on a trial basis. In addition, Adobe reserves the right, for any reason in its sole discretion without prior notice, to discontinue or suspend Your trial use, and to terminate Your trial account. Your rights and the rights of Participants to access Content submitted to Your account and processed by the Service shall terminate immediately upon termination of Your right to use the Service.
6.1 Service Terms. The Agreement shall be in effect for the term of each applicable Service Term as specified in the License Metrics unless earlier terminated as set forth below.
6.2 Termination by Adobe. Adobe may at any time and upon written notice to You immediately terminate this Agreement and Your access to the Service, or suspend or restrict Your access to the Service in whole or in part, if:
(a) You materially breach this Agreement and do not cure such breach within fifteen (15) days of receiving written notice of the breach from Adobe;
(b) Adobe determines in its sole and exclusive judgment that terminating Your access to the Service is advisable for security reasons, to protect Adobe from liability, or for the continued normal and efficient operation of the Service.
6.3 Termination By You. You may terminate this Agreement with respect to each Service Term by contacting Adobe customer service if:
(a) Adobe materially breaches this Agreement and does not cure such breach within fifteen (15) days, and You may be entitled to a prorated refund of any prepaid fees for the remaining balance of the applicable Service Term from the entity from which You purchased the license to the Services (i.e., Adobe or an Adobe authorized reseller);
(b) at any time for any reason or no reason, but without refund of any prepaid fees for the remaining balance of each such applicable Service Term.
6.4 Effect of Termination. Upon termination of this Agreement, You must immediately cease using the applicable Service. Adobe reserves the right to delete any data files associated with Content, Information, or Your use of the Service upon termination of the Service. The following Sections of this Agreement shall survive termination of this Agreement: 1, 4, 6.4, 7-10, and 12-17.
7.1 Your Content. You may upload Content to the Service in connection with Your use of the Service. Adobe does not verify, endorse, or claim ownership of any Content, and You retain all right, title, and interest in and to the Content. Your Content and the Content of Participants may be stored on Adobe’s servers at Your request, as necessary for Adobe to provide the Service. You are solely responsible for making and keeping backup copies of Content. Adobe shall use commercially reasonable efforts to block the uploading of Content to the Service that contains viruses detected by using industry standard virus detection software. Except as provided herein, Adobe has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit, or receive transmission of Content (whether or not processed by the Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features of the Service enable You to specify the level at which such Service restricts access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content.
7.2 Your Representations and Warranties Regarding Content. You represent and warrant that: (a) You are the owner, licensor, or authorized user of all Content; and (b) You will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, assists, or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Adobe, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about Your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents Your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits, or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic, or otherwise objectionable or unlawful content or activity; (v) is harmful to
minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
7.3 Adobe Access to Content. You acknowledge that the Service is automated (e.g., Content is uploaded using software tools) and that Adobe personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Service, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by Adobe in good faith to conform to legal requirements or comply with legal process; or (d) enforce this Agreement, including investigation of potential violations hereof, as further described in Section 9
(Investigations).
8.1 Links. Adobe may provide links to other websites or resources as part of the Service as a convenience to You. Adobe is not responsible for the contents, products, or services on any third party site, and the inclusion of any link does not imply that Adobe endorses the content on such third party sites. You may visit such third party sites solely at Your own risk.
8.2 Online Services.
8.2.1 The Services may facilitate Your access to APIs or other websites maintained by Adobe or its affiliates or third parties offering services (e.g., usage reporting services) (“Online Services”). Your access to and use of any website or online services is governed by the terms, conditions, disclaimers, and notices found on such site or otherwise associated with such services, for example, the Terms of Use. Adobe may at any time, for any reason, modify or discontinue the availability of any website and Online Services.
8.2.2 Adobe does not control, endorse, or accept responsibility for websites or Online Services offered by third parties. Any dealings between You and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party.
8.2.3 EXCEPT AS EXPRESSLY AGREED BY ADOBE OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 13 (DISCLAIMER OF WARRANTIES) AND 14 (LIMITATION OF LIABILITY).
Adobe does not generally monitor user activity occurring in connection with the Service. If Adobe becomes aware, however, of any possible violations by You of any provision of this agreement, Adobe reserves the right to investigate such violations, and Adobe may, at its sole discretion: (a) terminate immediately Your license to use the Service as set forth in Section 6.2; or (b) change, alter, or remove Content, in whole or in part, without prior notice to You. If, as a result of such investigation, Adobe believes that criminal activity has occurred, Adobe reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Adobe is entitled, except to the extent prohibited by applicable law, to disclose any information, including Information, about You in Adobe’s possession in connection with Your use of the Service to law enforcement or other government officials, as Adobe in its sole discretion believes to be necessary or appropriate. Adobe will provide You with prior notice of any such disclosure where legally permissible. Further,
the DMCA Provision is hereby incorporated by reference.
You agree to indemnify and hold Adobe harmless from and against any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or arising from Your Content, the Content of Participants, and Your or any Participant’s use of the Service, including any use that violates this Agreement.
10.1 Privacy Terms. For information about Adobe’s data protection and collection practices, please read the Privacy Policy. You agree that Your access and use of the Service is subject to the Privacy Policy which is incorporated herein by reference. Any Information uploaded by You to the Service for purposes of sharing such Information with Meeting Attendees shall be considered “Content” as described herein, and shall not be
Information collected or gathered by Adobe as described in the Privacy Policy.
10.2 Your Responsibilities Regarding Information of Participants. As between Adobe and You, You shall have sole responsibility for any and all Information of Participants used and submitted in connection with the Services, and Adobe shall have no responsibility in connection thereto. You shall comply with all data protection and privacy laws and rules applicable to Your Information and Information of Participants. You shall obtain and
maintain consent from Participants: (a) to Your access, use, or disclosure of Information of Participants; and (b) to Adobe providing the tools for You to perform the actions described herein. You shall obtain any authorizations from Participants required to enable Adobe to provide the Services. You shall defend, indemnify, and hold harmless Adobe from any claim, suit or proceeding brought against Adobe by a Participant in connection with any acts or omissions with regards to such Information of Participants.
10.3 Sensitive Information of Participants. In addition to Your responsibilities set forth in Section 10.2 (Your Responsibilities Regarding Information of Participants), You specifically acknowledge and agree that You are solely responsible for compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”), including but not limited to, obtaining parental consent for the collection and use of Information from people under the age of thirteen (13) in connection with use of the Service by You and Participants.
10.4 Emails to Participants. E-mails related to the Services are generally sent to Participants by You and not by Adobe. As a result, even though certain Participants may have opted-out from receiving communications from Adobe, such Participants may receive certain Service-related e-mails sent by You. In addition, if applicable, Adobe may send e-mails to Participants in Your name as Your agent, at Your request, and on Your behalf. You are solely responsible for such e-mails and the contents thereof.
10.5 Notice Regarding Recording and Privacy. THE SERVICE MAY ALLOW YOU TO RECORD MEETINGS AND COLLECT AND UTILIZE IDENTIFYING INFORMATION ABOUT YOU AND MEETING ATTENDEES, SUCH AS YOUR NAME, VOICE, OR LIKENESS. THE LAWS OF SOME STATES OR COUNTRIES REQUIRE: (A) A MEETING ATTENDEE TO GRANT HIS/HER CONSENT PRIOR TO ANY RECORDING OF COMMUNICATIONS; AND (B) RESTRICTIONS ON THE COLLECTION, STORAGE, AND USE OF PERSONALLY IDENTIFYING INFORMATION. You are responsible for ensuring collection of all such consents and compliance with all such restrictions, and therefore You shall indemnify, defend, and hold Adobe harmless from any claim or suit connected to recordings by You of the communications and likeness of Meeting Attendees.
10.6 Security. Adobe has implemented technical safeguards and procedures to protect communications with the Service including communication of Content and Information. In addition, Adobe will only disclose Content and Information in accordance with instructions provided by You through use of the Service and as otherwise provided in the Privacy Policy or in Section 9 (Investigations) herein. Notwithstanding the foregoing, the security of communications sent over the Internet (including by e-mail) is subject to many factors outside of Adobe’s control and, as a result, Adobe does not guarantee the security or privacy of such communications.
11.1 Service Availability Objective. Adobe’s objective is to make reasonable efforts to provide Service Availability of 99.9% as measured on a monthly basis (“Service Availability Objective”). Service Availability is defined as the time that the Service is capable of receiving, processing, and responding to requests, excluding Scheduled Maintenance, Customer Error Incidents, and Force Majeure. Service Availability is calculated as a percentage by dividing the number of minutes the Service is available during the applicable month by the number of total minutes in the applicable month, excluding in all cases Scheduled Maintenance, Customer Error Incidents, and Force Majeure.
11.2 Remedy for Failure to Achieve Service Availability Objective. At Your request Adobe will calculate Your Service Availability during a given calendar month. In the event that the Service Availability Objective was not met in a given month, then for each day in such month that the duration of the Service unavailability exceeds four (4) continuous hours, You are entitled to receive a one (1) day Service credit, subject to the Agreement and requirements of this Section 11 (Service Level Agreement). For purposes of calculating the Service Availability
Objective, Adobe will only consider the Service unavailable if You opened a trouble ticket relating to the Service unavailability with the Adobe customer support department within three (3) business days of the Service unavailability. To obtain a credit for Adobe’s failure to meet the Service Availability Objective, You must request such credit in writing no later than the calendar month following the month of the Service unavailability giving rise to Your credit request. In the event of a conflict between the data in Your records and Adobe’s
records, the data in Adobe’s records shall prevail. Any Service credit due hereunder will be applied to Your account at the conclusion of the then-current Service Term. If You purchased the Service on a monthly or pay-per use basis, You are not eligible for any credits arising from or relating to Service unavailability. The Service credit offered in this Section 11 (Service Level Agreement) shall be Your sole and exclusive remedy for any failure of the Service or any failure of Adobe to meet the Service Availability Objective. Any unused Service credits shall expire upon termination of this Agreement.
Adobe reserves the right to audit Service records and data for purposes of confirming that Your Service access and use conform to the requirements of this Agreement, including without limitation the applicable License Metrics. You shall pay Adobe the full amount of any underpayment revealed by such audit plus interest from the date such payments were due under the terms of this Section 12 (Audit of Service Records). Notwithstanding the
foregoing, if such audit reveals an underpayment by more than five percent (5%) for the period covered by the audit, You shall pay all of the fees and costs associated with such audit and the amount underpaid with interest from the date such payment was due pursuant to this Section 12 (Audit of Service Records). This provision does not limit any additional rights and remedies at law or in equity that Adobe may have due to unauthorized use of the Service.
13.1 THE SERVICE AND THE ADD-IN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, ADOBE, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, RESELLERS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE AND THE ADD-IN DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
SYSTEM INTEGRATION OR COMPATIBILITY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ADOBE DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT ADOBE’S SERVERS AND SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ADOBE’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO INFORMATION OR CONTENT BY THIRD PARTIES.
13.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
14.1 NEITHER ADOBE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ANY SOFTWARE OR ACCESS DATA, INFORMATION OR CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADOBE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14.2 ADOBE’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE LAST TWELVE (12) MONTHS, IF ANY. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. ADOBE’S SUPPLIERS SHALL HAVE NO LIABILITY TO YOU FOR ANY REASON.
14.3 THE LIMITATIONS ON LIABILITY IN THIS SECTION 14 (LIMITATIONS OF LIABILITY) ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Nothing
contained in this Agreement limits Adobe’s liability to You in the event of death or personal injury resulting from Adobe’s gross negligence.
By accessing and using the Service, You and Adobe agree that all matters relating to this Agreement and Your access to, or use of, the Service shall be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if You obtained a subscription to the Service when You are in the United States, Canada, or Mexico; or (b) England, if You obtained a subscription to the Service when You are in any jurisdiction not described in Section 15(a) herein. The respective courts of Santa Clara County, California when California 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, UCITA, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.
You acknowledge that the Service and Add-In are subject to the U.S. export control and sanctions laws (including the Export Administration Regulations) (“Export Controls”) and that You will comply with the Export Controls. You will not export or re-export the Add-In, directly or indirectly, to, or use (or enable any other user to use) the Services in connection with: (a) any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria), (b) any end user whom You know or have reason to know
will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems, or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, You are responsible for complying with any local laws in Your jurisdiction which may
impact its right to import, export, or use the Service or Add-In. If Adobe has knowledge that a violation has occurred, Adobe may be prohibited from providing maintenance and support for the Services or Add-In.
It is the express wish of the Parties that the Agreement and all related documents have been drawn up in English and that the English version of this Agreement shall be the sole version used in interpreting and enforcing this Agreement. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. You are solely responsible for Your familiarity and compliance with any laws that may prohibit You from participating in or using any part of the Service. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the Parties, and all other provisions will remain in full force and effect. Adobe’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such
right or provision unless acknowledged and agreed to by Adobe in writing. Your rights hereunder may not be assigned or transferred to any third party. Each Party will provide the other with written notice under this Agreement by sending the other party notice as follows: (a) for You, notice will be sent to the e-mail address associated with Your account; and (b) for Adobe, notice will be sent to Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110, Attention: General Counsel. In the event the terms of this Agreement, the Privacy Policy, DMCA Provision or the License Metrics conflict, the documents shall have the following order of precedence: (i) the License Metrics; (ii) the Agreement; (iii) the Privacy Policy and (iv) the DMCA Provision. This Agreement, including the Privacy Policy, DMCA Provision, and License Metrics, constitutes the entire agreement between You and Adobe and supersedes all prior agreements, representations, and understandings between the Parties regarding the subject matter contained herein.
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