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1. 1 apply regardless of the form or source of Claim or toss whether the Claim or Loss was foreseeable and whether a Party has been advised of the possibility of the Claim or Loss and 2 do not apply in any breach of any confidentiality provisions of this Agreement Customer s use of Adobe Technology beyond the scope of any license granted under this Agreement or Customer s failure to pay any amounts owing to Adobe under this Agreement or to any indemnification action described in Section 8 herein 9 2 IMPLIED WARRANTIES To the maximum extent permitted by law and except for the express warranties in this Agreement Adobe provides the Products and Services on an as is basis Adobe its Affiliates and third party providers disclaim and make no other representation or warranty of any kind express implied or statutory including representations guarantees or warranties of merchantability fitness for a particular purpose title non infringement or accuracy Customer acknowledges that A neither Adobe Its Affillates nor its third party providers controls Customer equipment or the transfer of data over communications facilities including the Internet and 8 the Products and Services may be subject to limitations interruptions delays cancellations and other problems inherent in the use of the communications facilities including search engines and social media channels Adobe its Affiliates and its third party providers are not resp2. section 12 212 or 48 C F R section 227 7202 as applicable Customer agrees 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Items and B with only those rights as are granted to all other end users pursuant to the terms and conditions herein Unpublished rights reserved under the copyright laws of the United States ADOBE GENERAL TERMS 2014v1 Page 18 of 18 Date Created 6 24 2014 10 45 58 AM EchoSign Document History June 25 2014 June 25 2014 By RG Contracts Coordinator rgcordus adobe com Status SIGNED Transaction ID XAV7SNW3S7H4V4U 414982 Oklahoma State Regents ETLA Consortium OK History Document created by RG Contracts Coordinator rgcordus adobe com June 25 2014 9 17 AM PDT IP address 192 150 10 200 Document emailed to Matthew Glaser mglaser adobe com for signature June 25 2014 9 18 AM PDT Document viewed by Matthew Glaser mglaser adobe com dune 25 2014 9 24 AM PDT IP address 192 150 9 200 Document e signed by Matthew Glaser mglaser adobe com Signature Date June 25 2014 9 24 AM PDT Time Source server IP address 192 150 9 200 2 Signed document emailed to Matthew Glaser mglaser adobe com and RG Contracts Coordinator rgcordus adobe co
3. Agreement will not affect any provisions of this Agreement which by thelr nature survive termination or expiration including the provisions that deal with the following subject matters definitions payment obligations confidentiality term and termination effect of termination ADOBE GENERAL TERMS 2014v1 Page 140f 18 Date Created 6 24 2014 10 45 58 AM intellectual property license compliance limitation of liability privacy content monitoring and the General Provisions section in these General Terms Agreement ig 4400414982 7 INTELLECTUAL PROPERTY 714 Ownership Adobe and its licensors own the Adobe Technology 7 2 No Modifications Customer must not modify create derivative works of adapt translate reverse engineer decomplle disassemble or otherwise attempt to discover the source code In any Adobe Technology These restrictions will not apply to the extent they limit any non waivable right Customer may enjoy under applicable law B INDEMNIFICATION 8 1 Adobe s Duty to indemnify Adobe will defend any third party Claim against Customer during the License Term to the extent the Claim alleges that A the Indemnified Technology directly infringes the third party s patent copyright or trademark or that B Adobe has misappropriated the third party s trade secret Infringement Claim Adobe will pay Customer the Losses including reasonable legal fees that are directly attributable to an Infringement Claim an
4. Consortium Member s purchase order to its Channel Entity on or around July 15 2014 License Term The License Term is approximately 35 5 months starting on the delivery date i e the date the Products are made avallable for download through June 30 2017 The License Term is comprised of three Periods one perlod running from Delivery Date June 30 2015 the following running from July 1 2015 June 30 2026 and the final period running from July 1 2016 June 30 2017 During the License Term the terms of this Schedule A will govern all orders by Consortium Member of the Products and Services set out in this Schedule A This Schedule A is subject to the NON APPROPRIATION NON ALLOCATION CLAUSE provided in the Sales Order Terms and Conditions Enterprise Term License 4 1 4 2 4 3 Consortium Member shall have a license to deploy an unlimited quantity of licenses to the Products shown in the table in Section 6 below within its Enterprise which is comprised of the Full Time Equivalent FTE population selected below during the Term subject to the Growth Limitation clause in Section 8 below FTE is calculated as follows D lf Student License option is not elected FTE full time Faculty part time Faculty 3 full time Staff part time Staff 2 D If Student License option is elected FTE full time Faculty part time Faculty 3 full time Staff part time Staff 2 full time Students part tim
5. Discloser and the Party ADOBE GENERAL TERMS 2014v1 Page 11 of 18 Date Created 6 24 2014 10 45 58 AM receiving Confidential Information Is referred to as Recipient Confidential armsan include information that ment Id 44 4460514982 1 is or becomes generally publicly available at or after the time of disclosure through no fault of either Recipient or Recipient s Affiliate 2 was known to Reciplent or Recipient s Affiliate as applicable free of any confidentiality obligations before its disclosure by elther Discloser or Discloser s Affiliate 3 becomes known to Recipient or Recipient s Affiliate as applicable free of any confidentiality obligations from a source other than elther Discloser or Discloser s Affiliate or 4 is Independently developed by either Recipient or Recipient s Affiliate without use of Confidential Information H Customer means the entity Identified in the Sales Order as Customer or otherwise identified in the Sales Order as the end user customer i Development Software means On premise Software licensed for use in a non production technical environment solely for intemal development and testing authorized under the PDM Distributed Code means HTML tags JavaScript code object code plugins SDKs APIs or other code provided by Adabe for use of the On demand Services or Managed Services K Documentation means A for On premise Software
6. paid downloads prior to downloading any additional Software Consortium Member elects not Software Is not permitted under this Agreement to permit home Daiftggated e o FROSTED Hise Agreement Page 6 Adobe CONFIDENTIAL 5 4 4 4 5 4 6 4 7 Agreement Id 4400414982 If the Student Use option is not selected then notwithstanding anything else in the Agreement access and use of the Products by Students shall be limited solely to computers physically located in a Consortium Member s classroom or Consortium Member s educational lab environment If Adobe makes available file storage in the cloud Consortium Member shall be limited to total cloud storage equal to two gigabytes per FTE For example a Consortium Member has 100 FTEs Consortium Member s total limit would be 200 gigabytes Consortium Member shall ensure that Its participating end users are aware of and comply with all the terms and conditions of thls Agreement Consortium Member shall be liable to Adobe for all actions and inactions of Consortium Member s end users relating to this Agreement At the end of the License Term unless renewed by a mutually executed document under mutually agreed terms and conditions the Enterprise term license described in this Schedule A will no longer apply and will automatically expire and all OnPremise Software licensed under this Schedule A must be deleted from Consortium Member s computers and systems and Consortiu
7. Adobe Customer Oklahoma State Regents for Higher Education Product Titles Agreement No 4400414982 Creative Cloud Enterprise 10 000 Summary of Products and Services Combined FTE Unit Price per FTE 53 00 Institutions with lt 5 000 FTE 35 00 institutions with gt 5 000 FTE By signing below the parties agree to be bound by the terms and conditions set out in this Sales Order including all schedules and referenced terms and conditions set out on the following pages which shall become effective upon the date of last signature the Effective Date Customer Signature ave read understood and agreed to comply with the terms and conditions of this Agreement and represent and warrant that am authorized to bind Customer Name Amanda Va otta Tie Vice Chancellor b r Buda th Date Affair gt L i q Address Z55 Researel Rar kidey Bure D200 OXictoma Cry OK 7310H Contact liza Hanke sak Qat Adobe Enterprise Term License Agreement Data piea 6k24a0i46046158 AM Adobe CONFIDENTIAL Adobe Systems Incorporated Signature Harrkes Glaser have read understood and agreed to comply with the terms and conditions of this Agreement and t represent and warrant that am authonzed ta bind Adobe Name Matthew Glaser Tite Sr Director Finance Date Jun 25 2014 Address 345 Park Avenue San Jose CA 95113 2001 Contact Agreement Id 4400414982 1 Custome
8. Agreement Id 4400414982 Maintenance is included with all Software licensed under this Schedule A for the entire duration of the License Term Support may also be ordered and is optional throughout the License Term Adobe will provide Support to Consortium Members who have ordered it for the applicable annual periods The provision of any fixes updates upgrades or other releases in connection with Maintenance will not expand the scope of permitted use of the Software under this Agreement Support is provided in annual increments and will expire the day prior to the applicable anniversary date of the Effective Date Growth License Limitation The rights granted herein are based on the total number of Consortium Member s FTEs as set forth in Section 4 2 above At any time during the Term If the Consortium Member s total number of FTEs increases by five percent 5 or more Growth Event as compared to the number specified in Section 4 2 above or the number established as a result of a prior Growth Event then Consortium Member must purchase additional licenses for the products licensed hereunder at the unit prices specified herein prorated from the date of occurrence of the Growth Event to the end of the Term rounded to the nearest whole month Consortium Member may be asked to confirm from time to time by written or email request from their Adobe Account Representative that a growth event has occurred and will respond within a reasonable ti
9. Consortium Member shall provide such records to Adobe promptly upon request by Adobe Additionally Consortium Member shall provide Adobe with all records and information requested by Adobe in order to verify that its Installation and use of any and all Adobe software is in conformity with its valld licenses from Adobe within thirty 30 days of Adobe s request Additional information on serialization is available at http www adobe com go elicensing If the verification discloses a shortfall In licenses for the Software or Membership Consortium Member shall immediately acquire any necessary licenses prorated from the date of commencement of use the shortfall s 5 NON APPROPRIATION NON ALLOCATION The terms of this Agreement are contingent upon sufficient apprapriations allocations being made by the Oklahoma State Legistature or other appropriate government entity Accordingly the Oklahoma State Regents for Higher Education and Consortium Members may terminate this Agreement without penalty should funding for this Agreement be reduced to a level that the Oklahoma State Regents for Higher Education or the Consortium Member reasonably deems insufficient to support this Agreement Upon such termination which shall be effective thirty 30 days after Adobe s receipt of written notice from Customer Customer shall not be entitled to any refund or credit for fees paid under this Sales Order prior to the effective date of such termination Datta Sted e o f
10. Customer as part of Customer s cooperative association 1 2 Customer means the cooperative association that agreed to the terms and conditions of the Sales Order this Schedule A is associated with 1 3 Education Eligibility Criteria means the eligibility criteria for Adobe s education program s in North America set forth at the Qualified Educational Users page on Adobe s website currently available at www adobe ati l 1 4 Enterprise means all entities within Consortium Member s enterprise that meet the Education Eligibility Criteria and shall include all FTE selected below in Section 4 2 1 5 Faculty means a then current employee or independent contractor of Consortium Member whose primary job duties including providing educational instruction to students 1 6 Staff means a then current employee of the Consortium Member that provides administrative support to the Consortium Member s educational operations and or Faculty 1 7 Student means a student who is then currently enrolled at a Consortium Member operated educational Datfaated 6 8055 fA VOASISg Rigs Aereement Page 4 Adobe CONFIDENTIAL 3 1 8 Agreement Id 4400414982 institution Maintenance means the provision of Upgrades according to Section 7 Deadline for Execution and Return of Sales Order All License rights described in this Schedule A are contingent upon Consortium Member s execution and return of this Schedule A and the submission of the
11. Open Records Act ORA codified at 51 O S 24 A 1 et seq The parties agree that any provision of this Agreement that conflicts with the ORA is Ineffective The OSRHE and Consortium Members do undertake to protect the proprietary information provided by ADOBE to the full extent permitted by the ORA 6 TERM AND TERMINATION 6 1 Term This Agreement applies to each Product and Service from the Effective Date until the expiration of the applicable License Term or the term for Professional Services unless terminated earlier under this Agreement 6 2 Termination for Cause A Material Breach by Either Party tf either Party commits a material breach of this Agreement the non breaching Party may give written notice describing the nature and basis of the breach to the breaching Party If the breach Is not cured within 30 days of the notice date the non breaching Party may immediately terminate this Agreement in whole or in part B Breach of Confidentiality Provisions If a Party is in breach of any confidentiality provisions of this Agreement the non breaching Party may terminate this Agreement In whole or in part immediately by giving the breaching Party written notice of the breach C Other Breaches Adobe may terminate this Agreement In whole or in part immediately upon written notice to Customer if Customer breaches section 7 2 No Modifications of these General Terms 6 3 Survival The termination or expiration of this
12. a 9G Ey pyre Agreement Page 2 Adobe CONFIDENTIAL Agreement Id 4400414982 Customer Oklahoma State Regents EnA a aaee ITa cee ie EA for Higher Education Offerings Recurring Fees Delivery Date June 30 2015 Filin Customer Sales Order Number 4400414982 ee ES July 1 2015 June 30 2016 July 1 2016 June 30 2017 License Term approximately 35 5 months Delivery Date June 30 2017 TotalFees Filin Datta Sted AARTEN Aige ereement Page 3 Adobe CONFIDENTIAL Agreement Id 4400414982 By signing below the parties agree to be bound by the terms and conditions set out in this Schedule A including all schedules and referenced terms and conditions set out in the above referenced Customer s Sales Order agreement which shall become effective upon the date of last signature the Effective Date Consortium Member Adobe Systems Incorporated Signature Signature t have read understood and agreed to comply with the terms and have read understood and agreed to comply with the terms and conditions of this Agreement and represent and warrant that I am conditions of this Agreement and t represent and warrant that am authorized to bind Consortium Member authorized to bind Adobe Name Name Title Date Address 345 Park Avenue San Jose CA 95113 2001 Contact L Definitions 1 1 Consortium Member means a Qualified Educational User that is accepted by
13. are licensed in the United States Canada Mexico United States territories and possessions and United States military bases wherever located Adobe Systems Incorporated a Delaware corporation of 345 Park Avenue San Jose California 95110 USA 2 If the Products and Services are licensed in atl other countries Adobe Systems Software ireland Limited an Irish company of 4 6 Riverwalk Citywest Business Campus Dublin 24 Ireland B Adobe Partner means an entity that is appointed by Adobe to process orders from end users or a reseller of Products and Services to end users C Adobe Technology means technology owned by Adobe or licensed to Adobe by a third party including the Products and Services Reports software tools algorithms software in source and object forms user interface designs architecture toolkits plug ins objects and Documentation network designs processes know how methodologies trade secrets and any related intellectual property rights throughout the world and suggestions made to Adobe that are incorporated Into any of the foregoing which will be deemed assigned to Adobe as well as any of the derivatives modifications improvements enhancements or extensions of the above whenever developed D Affiliate means for a Party any other entity that controls is controlled by or under common control with the Party For the purposes of this definition the term control means
14. culate and cannot be remedied by the payment of damages atone Elther Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach 11 5 Notices Any notice given under this Agreement must be in writing by email to the following addresses or addresses notifled in writing by either Party A to Adobe ContractNotifications adobe com and B to Customer at Customer s email address stated on the Sales Order or if Customer s Sales Order is with an Adobe Partner at Customer s registered address A notice is taken to have been received by email 3 hours after the time sent as recorded on the device from which the sender sent the email uniess the sender recelves an automated message that the email has not been delivered 11 6 Customer Responsibility Customer is responsible for all acts and omissions of Its Affiliates or any person or entity that Customer is permitted under this Agreement to allow the use of or access to the Products and Services but shall not be responsible for the act s of Consortium Members accessing the Products and Services under separate Sales Orders ADOBE GENERAL TERMS 2014v1 Page 17 of 18 Date Created 6 24 2014 10 45 58 AM 11 7 No Agency Nothing in this Agreement is intended to constitute a fiduciary relationship a ney t venture partnership or trust between the Partles No Party has authority to bind 8R Sp pi 4400414982 11 8 Third Party Beneficiar
15. d are either finally awarded by a court of competent Jurisdiction against Customer or agreed to in a written settlement agreement signed by Adobe 8 2 Adobe s Response in the defense or settlement of any Infringement Claim Adobe may at Its sole option and expense A procure for Customer a license to continue using the Indemnified Technology under the terms of this Agreement B replace or modify the allegedly infringing Indemnified Technology to avoid the infringement or C terminate Customer s license and access to the Indemnified Technology or its infringing part and refund 2 in the case of On demand Services Managed Services or On premise Software licensed for a limited term any prepaid unused fees as of the date of termination or 2 In the case of On premise Software licensed for a perpetual term an amount equal to the pro rata value of the On premise Software calculated by depreciating the fee paid by Customer for the On premise Software on a straight line basis using a useful life of 36 months from the date of initial delivery of the On premise Software but only if Customer purges all copies of the On premise Software and related materials from all computer systems on which it was stored and returns to Adobe all physical copies of the On premise Software and related materials 8 3 Conditions to Indemnification Adobe will have no liabitity for any Infringement Claim A that arises from any 1 use of the Inde
16. due and payable Customer must provide a detailed remittance advice with each payment to Adobe via email to sjar adobe com no later than the date of the payment If Customer is not a publicly traded corporation upon Adobe s request Customer will provide the necessary financial documents to allow Adobe to ascertain the credit worthiness of Customer 2 2 Failure to Pay If Customer fails to pay any amount due under this Agreement within 45 days of the date of Adobe s notice of Customer s failure to pay Adobe may In its sole discretion terminate this Agreement or the applicable Sales Order or suspend or restrict provision of the Products and Services 2 3 Disputes If Customer believes in good falth that Adobe has incorrectly billed Customer Customer must contact Adobe In writing within 30 days of the involce date specifying the error Customer must pay the undisputed portions of Adobe s invoice as required by this Agreement 2 4 Taxes Prices do not include applicable taxes The following applies only If Customer orders the Products and Services directly from Adobe Adobe will invoice Customer for any applicable taxes and Customer must pay these taxes Where applicable Customer must provide a tax exemption claim to Adobe before placing an order 3 DELIVERY On premise Software is deemed to be delivered and accepted by Customer on the earlier of the date the On premise Software is made avallable for electronic download or if applicable
17. e as specified in the Sales Order or any shorter term arising from a termination of this Agreement R Loss means any damage loss cost expense or liability incurred by a person or entity 5 Managed Services means the enterprise solutions hosted by or on behalf of Adobe and Distributed Code where applicable in a single tenant environment as set out in the Sales Order and Identified as Managed Services In the applicable PDM Adobe may use virtualization technologies at different layers to mimic the concept of dedicated resources e g processing networking message center servers etc to create a single tenant environment for Customer T On demand Services means the enterprise solutions hosted by or on behalf of Adobe and Distributed Code where applicable as set out in the Sales Order and identified as On demand Services in the applicable PDM U On premise Software means the software set out In the Sales Order and identified as On premise Software In the applicable PDM V Party means Adobe or Customer as applicable P ADOBE GENERAL TERMS 201 4v1 Page 12 of 18 Date Created 6 24 2014 10 45 58 AM W Products and Services means one or more of the following procured by Customer On Software On demand Services Managed Services or Professional Services X Order X Product Descriptions and Metrics or PODM means the Product Descrip
18. e Students 2 Consortium Member s current FTE Count is INSERT FTE NUMBER Home Use Rights _Home Users are J Faculty ss staff Cd Students Consortium During the License Term each Home User may install and use the OnPremise Member electsto Software on his her Authorized Computer in accordance with Clause permithomeuse 1 1 Portable or Home Computer Use of the PDM for Desktop Software and rights Creative Cloud Consortium Member is responsible for managing the distribution of serial number s to all Home Users For any Work at Home or home use rights licensed under any ETLA any Maintenance Support Updates or any other rights granted under the ETLA or by subsequent addendum or amendment If any will terminate on the expiration of the ETLA o Manual Kivuto Solutions inc Kivuto installation Type 1 formerly e academy Deployment Notwithstanding anything to the contrary In the PDM Consortium Member may use Kivuto to manage the Product licenses granted to Home Users for work at home usage Consortium Member shall make no agreement express or implied that limits Adobe s right or ability to track and or audit Kivuto s distribution of Product licenses hereunder Installation Option Datla Lied GAO RTOS Hin Aereement Page 5 Adobe CONFIDENTIAL Agreement Id 4400414982 Consortium Member also understands that the use of Kivuto may be subject
19. ed or conditioned In the event that the Attorney General of Oklahoma does not authorize sole control to Adobe over any claims that may arise under this subsection then the Parties agree that Adobe will be granted authorization to equally participate in any proceeding subject to this subsection or refrain from making admissions about the Infringement Claim without Adobe s prior written consent 8 4 Sole and Exclusive Remedy The remedies in this section 8 Indemnification are Customer s sole and exclusive remedies and Adobe s sole liability regarding the subject matter giving rise to any Claim that the Products and Services infringe or misappropriate any third party s intellectual property rights 4 ae 9 LIMITATION OF LIABILITY 9 1 LIMITATION OF DAMAGES A In no event is either Party liable for any of the following arising out of or concerning this Agreement however caused special indirect moral consequential incidental punitive or exemplary damages loss of profits use or revenue business interruption or loss or corruption of data B The maximum aggregate lability of each Party for each and all Claims individually and together under or relating to this Agreement or its subject matter is limited to an amount equal to the aggregate of the fees that must be paid by Customer under this Agreement during the 12 months before the initial Claim Sections 9 1 A and 9 2 B Limitation of Liability of these General Terms
20. ed representatives i e temporary employees consultants and contractors who need to know the Confidential information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those in this section 5 Confidentiality Recipient will treat all Confidential Information with at least the same degree of care as it treats its own Information of similar sensitivity but never with less than reasonable care 5 2 Required Disclosure Recipient may disclose Confidential information A as approved in a writing signed by Discloser B as necessary to comply with any law or valid order of a court or other governmental body or C as necessary to establish the rights of either Party but only if in the case of sectlon 5 2 B and section 5 2 C Recipient 1 promptly notifies Discloser of the detalls of the required disclosure and 2 gives Discloser all assistance reasonably required by Discloser to enable Discloser to take available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence 5 3 Responsibility for Representatives and Affiliates Recipient is responsible for ensuring that its representatives and Affiliates fully comply with the obligations of the Recipient under this section 5 Gonfidentiality The OSRHE and Consortium Members are governmental entities of the State of Oklahoma by virtue of which they are subject to the Oklahoma
21. erability If any term of this Agreement is held invalid or unenforceable for any reason the remainder of the term and this Agreement will continue in full force and effect 121 14 Export Rules Customer acknowledges that the Products and Services may be subject to the U S Export Administration Regulations and other export laws and regulations and Customer will comply with them 11 15 Adobe Partner Transactions If Customer orders Products and Services from an Adobe Partner under a Sales Order with the Adobe Partner Partner Sales Order notwithstanding anything to the contrary A the terms of this Agreement apply to Customer s use of the Products and Services B the Enterprise Licensing Terms or any past of It prevails over any inconsistent provisions in the Partner Sales Order and C the Adobe Partner is solely responsible for any variations or inconsistencies between the Partner Sales Order and the order between the Adobe Partner and Adobe for the transaction If Customer does not accept the terms of this Agreement then Customer must not use or must immediately cease using the relevant Products and Services 11 16 U S Government Licensing For US Government end users Customer acknowledges that Products and Services 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 the terms are used in 48 C F R
22. ies Customer acknowledges and agrees that Adobe s licensors are third party beneficiaries of this Agreement with the right to enforce the obligations In this Agreement directly against Customer 11 9 Customer s Purchase Order Any terms or conditions in Customer s purchase order or any other related documentation submitted by or on behalf of Customer to Adobe or any other party such as an Adobe Partner do not form part of this Agreement and are void unless otherwise expressly agreed in writing and signed by both Customer and Adobe 11 10 Waiver Modification Neither Party s waiver of the breach of any provision constitutes a waiver of that provision in any other instance This Agreement may not be modified nor any rights under it walved in whole or in part except in writing signed by the Partles 11 11 Entire Agreement This Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements understandings proposals discussions negotiations representations and warranties both written and oral regarding the subject matter 11 12 Counterpart This Agreement or a component may be executed in one or more counterparts each of which constitutes an original and all of which taken together constitutes the same agreement Each Party may sign this Agreement using an electronic or handwritten signature which are of equal effect whether on original or electronic coples 11 13 Sev
23. itten consent of Adobe 11 2 Governing Law Venue This Agreement is governed by and construed under the Jaws of the state of Oklahoma without regard to any conflict of law rules or principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods The Parties irrevocably submit to the exclusive Jurisdiction of the courts of competent jurisdiction in the County of Oklahoma state of Oklahoma provided however Adobe will have the right to pursue claims agalnst Customer in any other jurisdiction worldwide to enforce Its rights under this Agreement or to enforce its intellectual property rights 11 3 Force Majeure Neither Party is liable for fallure to perform its obligations under this Agreement except for any payment obligations to the extent that performance Is delayed prevented restricted or interfered with as a result of any causes beyond Its reasonable control including acts of God terrorism labor action fire flood earthquake failure of third party providers deniai of service attacks and other malicious conduct utility failures power outages or governmental acts orders or restrictions 11 4 Injunctive Relief Actual or threatened breach of certain sections of this Agreement such as without limitation provisions on intellectual property including ownership license privacy data protection and confidentiality may cause immediate Irreparable harm that is difficult to cal
24. m June 25 2014 9 24 AM PDT Adobe EchoSign arrest
25. m Member must provide Adobe with a letter of destruction in the form attached to this Sales Order as Schedule B For clarity Consortium Member is not required to remove any perpetual licenses that it has purchased under other agreements Ordering and Payment Terms 5 2 5 2 5 3 5 4 Adobe is not entering into a direct purchasing relationship with Consortium Member for the Products and Services Rather Consortium Member must utilize a Channet Entity for placing its orders The Channel Entity Is solely responsible for setting the terms of payment with Consortium Member including but not limited to when payments by Consortium Member are due to Channel Entity in this clause Channel Entity means the third party with whom Consortium Member places Its order s for the Products and Services The Channel Entity will be a service provider appointed by Adobe to act as its fulfillment agent under this Agreement Consortium Member must place its order s with the Channel Entity for the Products and Services promptly in accordance with this Schedule A Channel Entity information as of the Effective Date Street Address eee SSeS eee SSS eee eae er Phang 0 PENG I a acaina sels ee Products and Services Ordered Fees The Products and Services ordered applicable quantities and unit Fees are as follows Fees are inclusive of Maintenance Datei pted GPARPG FR FOSTER Nps Agreement Page 7 CONFIDENTIAL
26. me to confirm that a Growth Event has or has not occurred using the form attached hereto as Schedule C Dati prea 6 4850 Fa YEARTRE Nass Aereement Page 8 CONFIDENTIAL Agreement Id 4400414982 Consortium Member means Agreement means the Enterprise Term License Agreement Sales Order with Agreement Number For the purposes of this Letter of Destruction OnPremise Software shall mean all copies of all software installed pursuant to the Agreement authorized signatory of Consortium Member hereby declare on behalf of Consortium Member that Consortium Member has undertaken the necessary measures to delete and destroy the OnPremise Software licensed by Consortium Member under the Agreement In order to delete and destroy the OnPremise Software Consortium Member has taken the following steps 1 Deleted the decryption key if applicable received from Adobe 2 Removed and destroyed any and all electronic copies of the OnPremise Software including but not limited to electronic copies on tape or other backup media from any and all authorized workstations Internet or Intranet sites or Consortium Member s computers computer servers or computer networks 3 Destroyed all User Documentation provided with the OnPremise Software whether hard copies of media or documentation that is provided with the OnPremise Software download Consortium Member acknowledges and confirms that Consortium Member has relinquished all righ
27. mnified Technology in violation of this Agreement 2 modification of the Indemnified Technology by anyone other than Adobe or a party authorized in writing by Adobe to modify specific code within the indemnified Technology 3 failure by Customer to install the latest updated version of the Indemnified Technology as requested by Adobe to avoid infringement or 4 third party products services hardware software or other materials or combination of these with Indemnified Technology if the indemnified Technology would not be infringing without this combination or B if Customer fails to 1 notify Adobe in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of It to the extent that Adobe is prejudiced by this fallure 2 provide Adobe with reasonable assistance requested by Adobe for the defense or settlement as applicable of the infringement Clalm ADOBE GENERAL TERMS 201 4vt Page 15 of 18 Date Created 6 24 2014 10 45 58 AM 3 provide Adobe with the exclusive right to control and the authority a infringement Claim Customer may participate In the matter at Customer s own expe tgngeipnaags2 case of the State of Oklahoma such sole control Is subject to the Attorney General of Oklahoma and will be provided to the extent of such authorization The State of Oklahoma agrees that the authorization required in the preceding sentence will not be unreasonably withheld delay
28. onsible for any interruptions delays cancellations delivery failures data loss content corruption packet loss or other damage resulting from these problems C 10 LICENSE COMPLIANCE 10 1 Adobe may at its expense and no more than once every 12 months appoint its own personnel or an independent third party or both to verify that Customer s use installation or deployment of the Products and Services or other Adobe Technology used In conjunction with the Products and Services comply with the terms of this Agreement 10 2 For On premise Software and any Distributed Code the verification will require Customer to provide within 30 days of request A raw data from a software asset management too of all On premise Software and Distributed Code installed or deployed by or at the direction of Customer including installation or ADOBE GENERAL TERMS 2014v1 Page 16 of 18 Date Created 6 24 2014 10 45 58 AM deployment on servers owned by Customer or provided by third parties B all valld purchase documentation for all On premise Software and Distributed Code and C anyfilaameah ids AAnaay 982 requested by Adobe 10 3 Any verification may include an onsite audit conducted at Customer s relevant places of business upon 7 days prior notice during regular business hours and will not unreasonably interfere with Customer s business activities 10 4 Ifthe verification shows that Customer its Affiliates or third party contracto
29. r shall inform tts Consortium Members that by placing an order under this Agreement a Consortium Member agrees to be bound to the terms and conditions set out in this Agreement Any order associated with this Sales Order shall be for use of Products by the Consortium Member executing the order Any Consortium Member placing an order hereunder for Products or Services shall place such order with its Channel Entity that reflect the pricing on the Summary of Products and Services table set forth on the Sales Order On or around July 15 2014 the cumulative orders placed by each Consortium Member with its Channel Entity must be greater than or equal to the FTE minimums for each Product Title Minimum Order No orders will be fulfilled until the Minimum Order has been reached 2 All Adobe Products and Services listed on this Sales Order are provided under the terms and conditions set out in this Sates Order including all Schedules Exhibits and or Appendices attached to this Sales Order and the Adobe Enterprise Licensing Terms available here www adobe com legal terms enterprise licensing htm version 2014 v1 except that the General Terms are as attached to this Sales Order All capitalised terms used in this Sales Order have the meanings set out In the Agreement as defined in the Adobe Enterprise Licensing Terms unless otherwise specified in this Sates Order The terms of the Agreement shail be comprised of the General Terms the applicable E
30. rs of Customer or its Affiliates are deploying installing or using the Products and Services or other Adobe Technology used in conjunction with the Products and Services A beyond the quantity that was legitimately licensed or B in any way not permitted under this Agreement so that additional fees apply Customer must pay the additional license fees and any applicable related maintenance and support fees based on Adobe s then current country specific list price within 30 days of invoice date If use deployment or installation exceeds 5 of that which is permitted under this Agreement Customer must pay Adobe s reasonable costs of conducting the verification in addition to paying the additional fees 11 GENERAL PROVISIONS 11 1 Assignment A Customer may assign this Agreement in its entirety to a surviving person or entity under a merger or acquisition of Customer upon written notice to Adobe if the assignment does not expand the scope of the license granted in the Products and Services B Adobe may assign this Agreement or a part of It to its Affiliates or a surviving person under a merger or acquisition of Adobe or the assets of the business to which this Agreement relates upon written notice to Customer C Except as provided in this section 11 1 Assignment of these Genera Terms Customer may not assign voluntarily by operation of law or otherwise any rights or obligations under this Agreement without the prior wr
31. the date that customer receives the tangible media e g CD or DVD containing the On premise Software FOB destination On demand Services or Managed Services are deemed to be delivered and accepted on the License Term start date 4 OUTSOURCING AND THIRD PARTY ACCESS 4 1 Customer may allow a third party contractor to use and access the Products and Services solely to operate the Products and Services on Customer s behalf but only if A upon Adobe s request Customer provides Adobe with written notice 8 Customer ensures that 1 the contractor complies with the terms of this Agreement on the same basis as the terms apply to Customer and 2 Adobe has the right to enforce this Agreement directly against the contractor ADOBE GENERAL TERMS 2014v Page 13 of 18 Date Created 6 24 2014 10 45 58 AM C the use or access by the contractor is only for Customer s direct business pu es and o y y F FAgreement Id 4400414982 D Customer remains liable for any act or omission of the contractor 4 2 For clarification the rights granted under this section 4 Outsourcing and Third Party Access do not modify the License Metric or increase the number of licenses granted under this Agreement 5 CONFIDENTIALITY 51 No Use or Disciosure Reciplent will only use Confidentiat Information for the purposes of this Agreement and wilt not reproduce disseminate or disclose Confidential Information to any person except to its employees and authoriz
32. the direct or indirect power to direct the affairs of the other entity through at least 50 of the shares voting rights participation or economic interest in this entity E Claim means a claim action proceeding or demand made against a person or entity however arising and whether present or future fixed or unascertained actual threatened or contingent F Computer means a virtual or physical device that accepts Information in digital or similar form and manipulates it for a specific result based on a sequence of instructions consistent with the configuration recommendations in the Documentation including desktop computers laptops tablets mobile devices telecommunication devices internet connected devices and hardware products capable of operating a wide variety of productivity entertainment or software applications G Confidential information means a Discloser s or Discloser s Affiliates non public information including copies summaries and extracts i that is Identified in writing as confidential at the time of disctosure whether in printed textual graphic or electronic form or ii that is disclosed in non tangible form Identified as confidential at the time of disclosure summarized In a writing labeled as confidential and delivered to Recipient or Recipient s Affiliate as applicable within 15 days after disclosure The Party disclosing Confidential Information is referred to as
33. the technical user manual describing the features and functionalities of the applicable On premise Software as provided by Adobe and generally available In PDF format in the software or via www adobe com and B for On premise Software that does not have a technical user manual Managed Services or On demand Services the description of the software or service contained In the PDM applicable to the service or software Documentation does not include any forum or content contributed by any third party L Effective Date means the effective date stated In the Sales Order M Enterprise Licensing Terms is described in section 1 1 of these General Terms N Evaluation Software means On premise Software licensed for Internal evaluation purposes in a non production environment 0 Indemnified Technology means On demand Services Managed Services or On premise Software or both as applicable paid for by Customer but excludes any sample code SDK open source trial or Evaluation Software pre release software not for resale software and software provided free of charge License Metric means each of the per unit metrics specified by Adobe concerning the licensed quantities in the Sales Order to describe the scope of Customer s license to use the Products and Services Q License Term means the duration of the license granted for the On demand Services Managed Services or On premise Software as applicabl
34. tions and Metrics document that describes the Products and Services and the terms that apply to their use Y Professional Services means any consulting tralning implementation or technical services provided by Adobe to Customer as set out in the Adobe Professional Services section of the Sales Order Sales Order means the sales order form statement of work purchase authorization letter or other written document for the Products and Services that Is either A executed between Adobe and Customer or B if no such documents are executed between Adobe and Customer and Customer Is purchasing through an Adobe Partner executed between Customer and the Adobe Partner 2 2 PAYMENT OF FEES This section 2 Payment of Fees applies only if Customer orders the Products and Services directly from Adobe If Customer orders the Products and Services from an Adobe Partner the payment terms are as agreed between Customer and the Adobe Partner 2 1 Payment Customer must pay the fees according to the payment terms in the Sales Order All invoices will only be delivered electronically to Customer Adobe may charge Interest at a monthly rate equal to the lesser of 1 per month or the maximum rate permitted by applicable law on any overdue fees from the due date until the date the overdue amount plus applicable Interest is paid in full Any fees that are unpald as of the date of termination or expiration will be immediately
35. to additional fees requirements and or terms of use Consortium Member permits Adobe to obtain and Kivuto to release any and all Information relating to Consortium Member s use and deployment of the Products and Consortium Member shall obtain all necessary consents If applicable for the release of such information Consortium Member shall purchase Product downloads on an as needed basis Consortium Member shall pay for Product licenses prior to download Manuai Installation Type 2 Kivuto Solutions Inc Kivuto formerly e academy Deployment Notwithstanding anything to the contrary in the PDMs Consortium Member may use Kivuto to manage the Product licenses granted to Home Users for work at home usage Consortium Member shall make no agreement express or implied that limits Adobe s right or ability to track and or audit Kivuto s distribution of Product licenses hereunder Consortium Member also understands that the use of Kivuto may be subject to additional fees requirements and or terms of use Consortium Member permits Adobe to obtain and Kivuto to release any and all information relating to Consortium Member s use and deployment of the Products and Consortium Member shall obtain all necessary consents if applicable for the release of such information Consortium Member will purchase all downloads in advance When Consortlum Member has exhausted its prepaid downloads it must purchase additional pre
36. ts to use the OnPremise Software and no longer has any rights under the Agreement in relation to the OnPremise Software Consortium Member Authorized Signature Name of Signatory Title of Signatory Date Datftadeted 6 400 FAVOURED ign Aareement Page 3 Adobe CONFIDENTIAL Agreement Id 4400414982 ule C nt Report Submit original Report to Adobe per the information below Agreement Number Consortium Member Name Agreement Effective Date Total Number of Full Time Equivalents FTEs as of Contract Effective Date Total Number of Full Time Equivalents FTEs as of Report Date By signing below you certify that the above information is correct Authorized Signature ares completed report Title elatrueup adobe com Date Datla Lica MAPS FAYERASTSR Mia Mreement page 10 Adobe CONFIDENTIAL 7 AN Agreement Id 4400414982 Adobe GENERAL TERMS 2014v1 1 INTRODUCTION 1 1 Agreement and Order of Precedence A reference to Agreement means A the Enterprise Licensing Terms consisting of 1 these General Terms 2 the applicable exhibits and 3 the applicable Product Descriptions and Metrics and B the Sales Order if there is any inconsistency between any of the above parts the part listed later will prevail to the extent of the inconsistency over a part listed earlier 1 2 Definitions A Adobe means one or both of the following 1 If the Products and Services
37. xhibit s On Premise and On Demand and the applicable Product Description and Metrics PDMs 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 Sales Order ii the applicable PDM s iii the applicable Exhibit s to the General Terms and iv the General Terms 3 Any Consortlum Member that wishes to purchase the Products and Services described herein shall do so by executing an order in the form set forth in Schedule A which includes detailed description of the particular Products and Services transaction The ordering and payment terms applicable to this Sales Order are set out in Schedule A Each Consortium Member will execute its own Schedule A and shali be liable for its own actions under this Agreement 4 Compliance Consortium Member agrees that in addition to any license compliance checking performed by the Product Adobe or its authorized representative have the right no more than once every twelve 12 months upon seven 7 business days prior notice to Consortium Member to inspect Consortium Member s records systems and facilities to verify that its Installation and use of any and all Adobe software or service is In conformity with its valid licenses from Adobe For example Adobe has the right to those of Consortium Member s records useful to determine whether installations of the Software have been serialized and
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