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 www.adobe.com/legal/terms/enterprise-licensing.html (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.
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
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.
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.
This ETLA uses the following
“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.
“Computer” means a single virtual or physical device capable of using the
Products, licensed for one individual at a time.
following additional license terms apply to the respective line items
referenced in the Products and Services Pricing Detail table (see page 1):
Customer may deploy these Products and Services
within its Enterprise, based on the corresponding quantity and License Metric.
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
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.
Adobe will provide Support for the On-premise Software
covered by this ETLA in accordance with the terms of the PDM for Enterprise
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
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.