Adobe Enterprise Term License Agreement



Terms and Conditions:

1. The Agreement.

1.1 All Adobe Products and Support listed in this Enterprise Term License Agreement (“ETLA”) are provided under the terms and conditions set forth in this ETLA and the Adobe Enterprise Licensing Terms (“Licensing Terms”), which consist of the General Terms, the Exhibit for On-premise Software, the Exhibit for On-demand and Managed Services and the Product Description and Metrics (“PDMs”) for ColdFusion, Creative Cloud, Desktop Products, Document Cloud, Document Cloud Services, Document Cloud Extended Support, Desktop Software and Creative Cloud, Online Services and Adobe Enterprise Support, and are available at (collectively, the “Agreement”). If there is any inconsistency between the following parts of this Agreement, then the part listed earlier will prevail to the extent of the inconsistency: (i) this ETLA; (ii) the applicable PDM(s); (iii) the applicable Exhibit(s) to the General Terms; and (iv) the General Terms.

1.2 Capitalized terms used in this ETLA have the meanings set out in applicable modules of the Adobe Enterprise Licensing Terms, unless otherwise specified in this ETLA.

1.3 Enterprise” means AGENCY (and includes the entirety of Customer’s organization, including its Affiliates, and its Affiliates’ business units, groups, divisions, but excluding any divested entities. The Parties may specify a restricted list of agreed Affiliates in this Discount Letter provided that the entities listed meet the definition of Affiliate as set out in the General Terms. If a list of Affiliates is set out in this Discount Letter, then the term ‘Affiliate’ will apply only to the listed entities, and ‘Enterprise’ will be restricted to Customer and the listed Affiliates only].

1.4 “Agreement Term” means the period of time beginning on the original product delivery date under this Agreement, and ending the day before the third anniversary of the original product delivery date. Notwithstanding anything stated to the contrary, Customer may terminate the License Term at any time after the first (1st) anniversary of the Effective Date pursuant to applicable law making any obligation under this Agreement contingent upon the availability of appropriated funds from which payments can be made. In the event Customer so terminates the License Term, Customer shall not be entitled to a refund of any fees paid hereunder.

2. Ordering and Payment Terms.

Adobe is not entering into a direct purchasing relationship with Customer for the Products and Support. Customer is placing an order with Reseller. Reseller is solely responsible for setting the terms of payment with Customer (including but not limited to when payments by Customer are due to Reseller.

3. License Metrics

This ETLA uses the following License Metric(s):

3.1 Per-User. “User” means an individual (either an employee or on-site contractor of Customer) who is given a unique identifier for logging in and using the Products and Services. The unique identifier must not be shared with anyone else; however, if an individual ceases to be an employee or contractor of Customer during the term of a license, or no longer needs to use a Product or Service, and Customer de-installs the Product or Service from the Computer of that employee or contractor, a different employee or contractor may then use a new unique identifier without being deemed an additional User.

3.2 Per-Computer. “Computer” means a single virtual or physical device capable of using the Products, licensed for one individual at a time.

4. Additional Terms

The following additional license terms apply to the respective line items referenced in the Products and Services Pricing Detail table (see page 1):

4.1 Standard Deployment

(A) Customer may deploy these Products and Services within its Enterprise, based on the corresponding quantity and License Metric.

(B) On the first and second anniversaries of the Effective Date, Customer shall have the option to purchase additional quantities at the unit price (per Named User, per year) agreed to between Customer and Reseller, prorated to the end of the Term subject to the terms of the Agreement. Additionally, on the first, second and third anniversaries of the Effective Date if Customer gave access to the Products and Services licensed under table 1 to a number of Named Users in excess of the number of Named User licenses previously purchased, Customer shall purchase additional Named User licenses to account for the overage. If Customer reduces the number of deployments of the Licensed Product during the License Term, including after purchasing additional licenses pursuant to this section, no negative adjustment shall be made to the number of Licensed Products and Customer shall not be entitled to either (1) a credit or refund from Adobe or Reseller or (2) a reduction in the license fees going forward.

4.2 For Creative Cloud Enterprise (If applicable), Customer is only licensed to use the following Products, Services, and Support offered under the Creative Cloud Enterprise: Photoshop, Illustrator, InDesign, Bridge, Extension Manager, Acrobat Pro XI, Dreamweaver, Flash Professional, Fireworks, Premiere Pro, After Effects, Audition, Speedgrade, Prelude, Encore and Media Encoder.

4.3 For “Single App” (If applicable), Customer is only licensed to use the Single App specified in the chart above.

4.4 Although Adobe may deliver all standard offerings under the Creative Cloud, Customer is not entitled to use, download or access any other products or offerings that are available under the Creative Cloud except as specified above.

4.5 Storage (If applicable)

When the Product or Service includes storage, Adobe recommends that Customer continues to back up its content regularly. Adobe may impose reasonable limits on the use of Customer Content, such as limits on file size, storage space, processing capacity, and other technical limits.

4.6 Support

Adobe will provide Support for the On-premise Software covered by this ETLA in accordance with the terms of the PDM for Enterprise Support.

4.7 Assignment/Transfer.

In light of the unique and Customer specific nature of this ETLA, Customer acknowledges and agrees that it may not assign this ETLA to any other government or other entity without Adobe’s prior written approval. Customer is not permitted to transfer any of the Product licenses purchased under this ETLA to any government or other entity beyond the Enterprise. To the extent that this ETLA conflicts with any term of the Licensing Terms or any other contract document between Reseller and Customer, the terms of this ETLA shall govern.

4.8 Execution.

Customer shall attach a copy of this ETLA, including all Schedules, Exhibits and/or Appendices incorporated or attached to this ETLA, to its purchase order to Reseller for the Products. By placing a purchase order with Reseller for the Products in this ETLA, Customer hereby accepts the terms of the ETLA, including all Schedules, Exhibits and/or Appendices incorporated or attached to this ETLA and the Adobe Enterprise Licensing Terms.