本 Value Incentive Plan（“VIP”）协议（简称“协议”）规定了参与计划产品的条款。本协议于在线注册之日起生效。本协议的签署双方为 Adobe 和在线注册成为会员的客户。如果签署协议的会员组织位于美国、加拿大或墨西哥，则“Adobe”是指营业地址为 345 Park Avenue, San Jose, CA 95110-2704 的特拉华州公司 ADOBE INC.；如果签署协议的会员组织位于澳大利亚，则“Adobe”是指营业地址为 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland、作为 Adobe Systems Pty Ltd (ABN 72 054 247 835) 授权代理的爱尔兰公司 ADOBE SYSTEMS SOFTWARE IRELAND LIMITED，除此之外皆指营业地址为 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland 的爱尔兰公司 ADOBE SYSTEMS SOFTWARE IRELAND LIMITED。对于依据计划提供且在美国（包括美国领土和美国在世界各地的军事基地）、加拿大或墨西哥安装和使用的所有软件、服务和商品（统称为“产品”），会员应从 Adobe Inc. 获得许可。对于在澳大利亚安装和使用的所有产品，会员应从作为 Adobe Systems Pty Ltd (ABN 72 054 247 835) 授权代理的 Adobe Systems Software Ireland Limited 获得许可。会员应从 Adobe Systems Software Ireland Limited 获得在所有其他国家和地区安装和使用的所有产品的许可。
1.计划描述。
1.1 综述及计划期限。VIP 和 VIP Marketplace（各称“计划”，如适用）是一个灵活的许可计划，旨在允许合格且有资格的客户管理及部署通过该计划购买的产品许可。该计划是一项会员资格计划，其许可证期限详情请见本协议第 3.4 条。在组织通过 VIP 管理用户界面注册成为会员并且由 Adobe 纳入计划后，该组织将成为计划的会员（以下简称“会员”），直至 (i) Adobe 终止计划或 (ii) 本协议由 Adobe 或成员终止。会员参与本计划还必须遵守本计划的计划指南，该指南可能会不时更新，其网址为 www.adobe.com/go/vip_program_guide_cn（以下简称“计划指南”）。该计划指南通过引述在此纳入本协议。Adobe 可自行决定更改本计划的条款，任何不利于会员的更改将不会在会员当前许可证期限内生效。Adobe 将通过修改《计划指南》或本协议（如适用）底部的日期来通知会员。如果本协议的条款发生变化，则会员可能需要在控制台中重新接受本协议的条款。任何通知都将发送至会员的管理员。
1.2 终止。尽管存在上述规定，协议双方均可在提前三十 (30) 天发出书面通知的条件下因故或无故终止本协议。本协议的终止不应影响会员对在终止日期之前所订购的任何产品承担的相关义务，包括但不限于任何付款义务。此外，对于重大违约（包括但不限于以任何形式盗用或侵犯 Adobe 的知识产权），Adobe 可在发出书面通知后立即终止本协议。如果本协议终止，则会员的组织应立即停用产品，从所有安装了产品的计算机系统和 IT 设备中删除产品，并将包含产品的任何介质和任何相关材料退还给会员的客户经理。客户经理是指 (i) 经销商（如果交易通过经销商进行），或 (ii) Adobe 代表（如果交易与 Adobe 进行）。
1.3 TOU。产品的访问和使用受适用的 Adobe 使用条款（以下简称“TOU”）约束，请访问 https://www.adobe.com/cn/legal/terms.html。适用的 TOU 条款在此通过引述纳入本协议（包括但不限于与管辖法律和管辖地相关的条款）。当本协议中的条款与 TOU 中的条款不一致时，应以本协议中的条款为准。
1.4 计划产品。 如需获取计划可提供的产品的完整列表，会员可能联系其客户经理或访问位于 Adobe.com 的计划网页 http://www.adobe.com/cn/howtobuy/buying-programs/vip.html。通过计划购买的所有产品仅可在会员自己的组织内部使用，禁止所有转售、再许可及其他分发行为，但在第 4.1 条和/或计划指南中规定的除外（如适用）。大多数产品为订阅产品，但某些产品可通过购买消耗品或期限许可证获得许可，详见《计划指南》的“产品”部分。
1.5 关联公司。Adobe 同意会员的关联公司可根据本协议订购产品并使用本协议提供的产品。会员应对此类关联公司的任何作为或不作为承担最终责任。关联公司是指控制会员或被会员控制，或者与会员处于共同控制之下的任何其他实体。就本第 1.5 条而言，“控制”是指通过投票权、经济或合同利益或其他方式直接或间接指导其他实体事务的权力。
2.参与计划。
2.1 Adobe ID 和 VIP ID。注册计划需要一个 Adobe ID。每份协议会得到一个 VIP ID，所有订单均需注明此 VIP ID。对于通过会员获取产品访问权限和使用产品的任何人的作为或不作为，会员应承担相应责任。
2.2 Console。计划管理用户界面为“Admin Console”。接受本协议条款后，代表组织接受本协议条款的个人将被指定为合同所有者。合同所有者可添加系统管理员（简称为“管理员”）。合同所有者和任何管理员均可访问 Admin Console，并可在 Admin Console 上访问产品、管理许可证及查看帐户信息。管理员可以通过 Admin Console 邀请组织内的其他用户访问该 Admin Console。会员授权任何管理员或合同所有者代表会员行事，包括接受本协议条款。
2.3 保密。会员应对 VIP ID 予以保密，除会员的客户经理外，不得分享或披露有关信息。
2.4 会员资格。除本协议条款外，附件 A 的条款还适用于教育、政府和非营利会员资格。对于为在中华人民共和国境内使用而提供并订购的任何产品，会员必须使用单独的 VIP 协议。
3.订购、定价与订单履行。
3.1 订购和定价。会员应向其客户经理提交产品订单。所有费用和付款条款均由会员的客户经理确定。除非 Adobe 是会员的客户经理，否则 Adobe 无法保证任何具体折扣。
3.2 访问和管理控制台. 成为会员后，会员的管理员即可通过 Admin Console 访问可用产品。会员可以在 Admin Console 中管理产品。
3.3 管理控制台部署、履行和宽限期。 会员可以在管理控制台中添加和部署产品，以便立即访问此类产品。Adobe 必须在宽限期内收到任何此类产品的订单。VIP 的宽限期为在 Admin Console 添加此类产品后的 14 天。如果 Adobe 在宽限期内没有收到此类产品的订单，那么会员须付清所有已添加的产品，才能添加其他产品。
3.4 协议周年日、许可期限和续订.
3.4.1 周年日期。 周年日期指许可证必须续订的日期。会员周年日期是 Adobe 接受会员首次订单 12 个月后的当天。有关其他许可证期限选项，请参阅《计划指南》。
3.4.2 许可期限. 许可证期限指会员可以使用产品的期限，包括初始许可证期限和任何续订许可证期限。初始许可证期限是指自会员首次下单日期至周年日期的前一天之间的期限。根据产品续订规则，续订许可证期限将从周年日期开始并持续到下一个周年日期的前一天。对产品和任何相关服务的使用将于许可证期限的最后一天同时终止。大部分消耗产品仅可在单个许可证期限内使用，任何此类未使用的消耗产品将在许可证期限的最后一天失效。如需其他信息，请参阅《计划指南》。
3.4.3 许可证更新. Adobe 或客户经理将尽合理努力，包括通过电子邮件，在任何许可证期限结束日期前约 30 天通知会员。许可证必须在周年日期之前续订，以确保能够持续使用产品。
3.5 升级保护. 购买的订阅产品包含产品的升级权利，这意味着只要会员付清产品的订阅费用，且在 Adobe 发售产品的新版本时产品许可证有效，会员将有权获得通过该计划所购订阅产品的最新市售版本。相反，期限许可证不包括产品更新或升级。
3.6 退货. 在不限制会员依据其所在司法管辖区中任何消费者法律所享有的任何权利的前提下，产品一经安装或访问，即不得退货。如果会员在安装前申请退货，则会员必须退回整个订单。如需为依据本协议所购买的产品办理退货，会员必须通过其客户经理申请。在尊重任何适用保修权利的前提下，退货申请必须在会员原产品订单日期后十四 (14) 天内向会员的客户经理提出。所有退货申请均须经 Adobe 许可之后才能生效，详情请见计划指南中的说明。
3.7 直接从 Adobe 订购。如果会员直接从 Adobe 订购，则本条适用。会员可以通过 Admin Console 或 Adobe 代表随时添加产品，但必须通过 Adobe 代表为所有产品下订单。产品价格以订购时的适用费率为准，并基于许可证期限的剩余天数按比例计算。尽管存在第 3.2、3.3 和 4.2 条中的条款，但如果您通过 Admin Console 添加产品，则 Adobe 可以按当时的价格直接为这些产品开具发票。您的订购可能需要接受信用审批。会员将需要支付产品售价并缴纳相应税款。对于任何订购产品，会员必须根据发票在发票日期后的 30 天内全额付款。任何逾期未付金额将按照每月 1.0% 的月利率或适用法律针对此类金额允许的最高利率收取利息（以两者中较少的为准），时间从应付款日期起至付清所有逾期未付款项（包括相应利息）止。
4. VIP Marketplace。
4.1. 第 4 条“VIP Marketplace”仅适用于通过 VIP Marketplace 授权的产品。
4.2 许可证自动续订. 尽管上文第 3.4.3 节中规定了具体条款，但在 VIP Marketplace 许可证期限结束时，您的年度许可证将根据 Adobe 的合作伙伴价格自动续订：(i) 在您的周年日期生效，以及 (ii) 针对您的合格折扣级别，除非在您的周年日期前至少 3 天向 Adobe 变更或取消，或者 Adobe 在您的周年日期之前取消。如果您的 VIP Marketplace 许可证自动续订，则 Adobe 将在会员周年日期之前 30 天通知您任何自动续订的许可证。您的客户经理会确定您的产品费用。请与您的客户经理合作调整产品许可证。有关取消和自动续订条款，请参见您的客户经理。
4.3 VIP Marketplace 宽限期。尽管存在第 3.2 和 3.3 条的规定，通过 VIP Marketplace 订购产品的宽限期为添加产品后的 7 天，而不是 14 天。如果 Adobe 在宽限期内未收到此类产品的订单，则将删除这些产品。
5.其他。
5.1 许可的转让。对于根据本协议取得授权或与协议相关的产品的转让，其限制不受本 TOU 的约束。在少数情况下，Adobe 可单方面允许转让本协议下的产品许可。此类请求应提交至 Adobe 客户服务部门，并在请求中注明提出转让的理由和受让人的联系信息。如需其他信息，请参阅《计划指南》。特此说明，所有商品均仅授予许可，而非出售。
5.2 遵守许可。会员必须妥善维护系统和/或程序，以确保准确记录已安装和/或部署的产品副本数，并须本协议终止后的两 (2) 年内保留产品安装和/或部署记录。Adobe 和/或其代表可以以不超过一年一次的频率在提前三十 (30) 天发出书面通知的条件下对会员的产品安装/部署情况进行审核。此类审核将要求会员在收到要求后三十 (30) 天内就其所有产品的安装/部署以及使用情况提供未经编辑的、准确的报告以及所有产品的所有有效购买文件。如果审核发现存在违反产品许可的情况，会员应在收到相应通知后的三十 (30) 天内购买必要的许可。如果上述审核过程发现了潜在的重大违规行为，且无法解决 Adobe 的疑虑，则 Adobe 保留在提前十 (10) 个工作日发出书面通知后，在正常工作时间内对会员许可证的安装和部署进行现场审核的权利。上述第 5.2 条在本协议终止后两 (2) 年内仍然有效。
5.3 使用信息。 为履行本 TOU 规定的协议义务，Adobe 可能会使用会员或附属机构的相关信息（包括姓名和联系信息）。如需更多信息，请访问 Adobe 隐私中心 (adobe.com/cn/privacy)。
5.4 适格。协议双方同意，《联合国国际货物销售合同公约》对本协议的适用性已被明确排除。若会员为美国联邦政府的实体机构，则会员同意：根据《1978 年合同争议法》（以下简称“争议法”），Adobe 有资格和权利就因本协议产生的违约提出索赔。
5.5 通则。协议双方是相互独立的立约人，不得以旨在暗示协议一方是另一方的代理人或合营者的方式解释本协议。未经 Adobe 事先书面同意，会员不得（利用法律规定或其他手段）让渡本协议，此处禁止的让渡行为均为无效行为。Adobe 可单方面让渡或更替本协议，且无需经过会员的事先书面同意。本协议对所有许可的继承人或受让人均具有约束力并维护其利益。本协议的任何修改均须以书面方式做出，否则均属无效或不具约束力。本协议（包括计划指南、适用的 TOU 以及任何附件或在线注册信息，如适用）系双方之间就本协议之事项达成的完整协议。如果本协议的任何条款无法执行，本协议的其余部分将继续保持充分的效力。如果会员的客户经理不再是一名授权 Adobe 客户经理，则在通知会员后，Adobe 可能会将会员的账户移至一名当前的授权 Adobe 客户经理之下。
本协议仅以英文起草和签署。本协议在所有方面均以英文版本为准，任何其他语言版本皆不具约束力及效力。此外，双方同意，如果会员或 Adobe 在任何非英文版本上签字，即使未在英文版本上签字，也应视为是对英文版本的签署并对双方有约束力。除了上述规定之外，如本协议的英文版和任何其他翻译版本之间发生任何冲突或存在不一致的情况，应以英文版及英文解释为准。所有根据本协议提供或给出的通信或通知以及本协议引起的任何争议，均将以英文进行或解决。
5.6 服务。产品可能集成由 Adobe 或第三方运营的各种服务，其中可能包含用户生成的以下内容(a)不适用于未成年人的内容；(b)在某些国家/地区非法的内容；或(c)不适合在工作时查看的内容。集成服务的完整列表请见：www.adobe.com/go/integratedservices_cn。如果会员想禁止他人查看或访问用户生成的内容服务，可以 (i) 在提供相应功能的 Creative Cloud Packager 中禁用服务访问，或者 (ii) 通过其网络防火墙阻止访问服务。在任何情况下都不得向十三 (13) 岁以下的用户提供服务。对于通过服务提供的所有用户生成的内容，Adobe 不承担任何责任。会员负责确定使用服务是否符合会员司法辖区的适用法律。(i) 如果由于政府或服务提供商的行为而导致产品访问速度很慢或者无法访问，或者 (ii) 为了遵守适用法律，Adobe 合理地认为有必要阻止访问部分或全部产品，则会员无权获得退款，Adobe 也不承担任何责任。
附件 A
教育、政府和非营利性会员
A. 教育会员
教育实体（定义见下文）会员应适用以下附加条款。对于非教育实体会员，Adobe 保留终止其教育会员资格的权利。
1. 适用于教育会员的定义。
1.1 教育实体。以下是合格的教育机构（非完整列表）：(a) 经官方认可机构认可的公立或私立全日制小学或中学；(b) 经官方认可的公立或私立大学或学院（包括社区、专科或职业学院），所授学位需要不少于两年的全日制学习；(c) 经 Adobe 单独书面批准的指定教育机构；(d) 由具有其他资格的教育机构全资拥有及经营的医院，其中“全资拥有及经营”指教育机构是医院的独资所有人，是对日常经营行使控制权的唯一实体；及 (e) 符合以下要求的高等教育研究实验室：i - 公共机构，并获国家或地区教育当局承认；ii - 提供教学；及 iii - 可提供一份章程副本，说明与控制大学的关系。
以下为不符合条件的教育机构（仅举几例，并非完整列表）：(a) 未经官方认可的学校；(b) 博物馆或图书馆；(c) 并非由符合条件的教育机构全资拥有和运营的医院；(d) 非经官方认可的学校的教堂或宗教组织；(e) 颁发课程（如电脑软件培训或职业培训）证书的职业培训中心或学校，且该学校未得到官方认可，或不授予要求不低于两年全日制教育的学位；(f) 不授予学位的军事学校；以及 (g) 未经国家/地区或州/省级教育监督部门认可的研究实验室。例如，由其他政府部门认可的机构就不符合条件。
以上列表不适用于在以下第 1.2 条（区域特定定义）中所列的国家/地区。
1.2 教育实体的区域特定定义。
(a) 亚太国家不包括在以下小段 (b) 中所定义的东南亚国家。如果教育会员居住在澳大利亚、新西兰、印度、斯里兰卡、中国大陆、中国香港特别行政区、台湾地区、韩国、孟加拉国、尼泊尔、缅甸、巴基斯坦或蒙古或任何由 Adobe 不时指定的国家/地区，“教育实体”应指 Adobe 在 https://www.adobe.com/special/avl/education/ap/index2.html（或其后续网站）指定、由 Adobe 不时更新的满足“合格教育用户”（除“全职和兼职教职员工”及“学生”条目外）含义的实体。
(b) 东南亚国家。如果教育会员是印度尼西亚、马来西亚、菲律宾、新加坡、泰国和越南的居民，“教育实体”或“教育机构”应具有其各自含义，此含义由 Adobe 在 https://www.adobe.com/go/edu_entity_sea（或其后续网站）上指定并不时更新。
(c) 日本。如果教育会员是日本居民，“教育实体”或“教育机构”应具有其各自含义，此含义由 Adobe 在 https://helpx.adobe.com/jp/x-productkb/policy-pricing/cq081918191.html（或其后续网站）上指定并不时更新。
1.3 小学和中学。有关小学和中学的定义，请参见计划指南。Adobe 可能会对符合小学和中学资格的会员提供优惠。如果会员并非计划指南中所定义的小学和中学，Adobe 保留终止其小学和中学许可及会员资格的权利。更多详情请参见《VIP 教育计划指南》及 http://www.adobe.com/go/primary-secondary-institution-eligibility-guidelines_cn。
B. 政府会员
政府实体（定义见下文）会员应适用以下附加条款。对于非政府实体的会员，Adobe 保留终止其政府会员资格的权利。
1.适用于政府会员的定义。
政府实体。加入本计划的资格取决于会员（和各个关联公司）是否符合“政府实体”的定义，政府实体意指：(a) 联邦、中央或国家/地区机构、部门、委员会、理事会、办事处、议会或机关（行政机关、立法机关或司法机关）；(b) 直辖市、特区、市、县或州/省政府机构、部门、委员会、理事会、办事处、议会、实体或机关，或者依据宪法或管理各州/省的成文法成立的州/省或地方政府的任何其他行政、立法或司法分支机构（包括街区、地区和州/省行政办事处）；或者 (c) 由联邦、州/省或地方政府成立和/或出资且经授权执行公民、企业或其他政府实体管理或支持事务的公共机构或组织。为避免疑义，以下实体不属于“政府实体”范畴：“以营利为目的”的私营企业、非营利组织、贸易或行业协会、高等教育机构和工会，甚至那些代表或协助政府机构开展工作的组织，除非这些组织拥有由 FAR 第 51 部分所述的“政府实体”开具的授权信。会员需向 Adobe 表明自己及其关联公司都是政府实体。如需日本符合条件的“政府实体”列表，请访问：http://www.adobe.com/jp/aboutadobe/volumelicensing/pdfs/cl5_government_license_table.pdf。
1.1 对于法国：政府实体为机构；部门；委员会、理事会、办事处或议会（国家、地区或地方）；城市；地区；或任何受法国公法管辖且受政府实体管理的实体。
2. 适用于美国政府会员的条款。
2.1 其他限制。鉴于美国联邦政府会员提交的任何订单均须符合 FAR 52.232-18（可用资金）和 FAR 52.232-19（下一财年可用资金）的要求，因此，除非具备用于支付此类订单的资金，否则美国联邦政府会员不得部署任何产品。如果任何州或当地政府机构受类似要求限制，除非具备用于支付此类订单的资金，否则这些类机构不得部署任何产品。
2.2 终止。美国联邦政府客户会员可依据 FAR 52.249-1（政府便利终止）终止本协议。Adobe 可单方面决定更改本协议条款。
2.3 联邦政府会员。美国联邦政府最终用户须知（商业制品）：本协议下提及的产品为“商业制品”（本术语在 48 C.F.R. 第 2.101 条中定义），其包含“商业计算机软件”和“商业计算机软件文档”，以及其他相关服务（以上术语在 48 C.F.R. 第 12.212 条或 48 C.F.R. 第 227.7202 条中使用，以适用者为准）。按照 48 C.F.R. 第 12.212 条或 48 C.F.R. 第 227.7202-1 至 227.7202-4 条（以适用者为准），“商业计算机软件”和“商业计算机软件文档”的使用权被授予美国联邦政府最终用户，(a) 仅作为商业制品，且 (b) 仅具有按照本协议和 TOU 条款和条件授予所有其他最终用户的相同权利。依据美国法律保留未公布的权利。Adobe Inc., 345 Park Avenue, San Jose, CA 95110-2704, USA。
C. 非营利会员
适用于非营利会员的其他条款请参见计划指南。Adobe 保留终止会员资格的权利，如果会员不是 https://helpx.adobe.com/cn/buying-programs/non-profit.html 描述的符合条件的非营利组织。
Adobe Value Incentive Plan 条款及条件于 2024 年 7 月 15 日发布并生效
This Value Incentive Plan (“VIP”) Agreement (“Agreement”) sets forth the terms governing your Products in the Program. The Agreement is effective as of the date of online enrollment. This Agreement is entered into by and between Adobe and the customer identified in on-line enrollment to become a Member. “Adobe” shall mean either ADOBE INC., a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95110-2704, if the Agreement is entered into with a Member’s organization that is located in the United States, Canada, or Mexico, ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4 6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835), if the Agreement is entered into with a Member’s organization that is located in Australia, or otherwise with ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland. Member shall license all software, services, and offerings available under the Program (collectively “Product”) to be installed and used within the United States (including United States territories and military bases wherever located), Canada, or Mexico from Adobe Inc. Member shall license all Products to be installed and used in Australia from Adobe Systems Software Ireland Limited, as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835). Member shall license all Products to be installed and used in all other countries and territories from Adobe Systems Software Ireland Limited.
1. Program Description.
1.1 General and Program Term. VIP and VIP Marketplace (each “the Program”, as applicable) are flexible licensing programs designed to allow qualified and eligible customers to manage and deploy Product licenses purchased through the Program. The Program is a membership program with License Terms as further defined in Section 3.4 of this Agreement. Once the organization enrolls in a membership through the VIP administration user interface and is accepted by Adobe into the Program, the organization will be a member of the Program (“Member”) until the earliest of when (i) Adobe terminates the Program, or (ii) this Agreement is terminated by either Adobe or Member. Member’s participation is further subject to Member’s compliance with the program guide for the Program, which may be updated from time to time and is available at www.adobe.com/go/vip_program_guide_cn (“Program Guide”). The Program Guide is hereby incorporated into the Agreement by reference. Adobe may change the terms of the Program at its sole discretion and any changes that are detrimental to Member will not take effect during Member’s current License Term. Adobe will notify Member by revising the date at the bottom of the Program Guide or this Agreement, as applicable. If the terms of this Agreement change, then Member may be required to reaccept the terms of this Agreement in the Console. Any notices will be sent to Member’s Admin.
1.2 Termination. Notwithstanding the foregoing, either party may terminate the Agreement with or without cause on thirty (30) days prior written notice. Termination of this Agreement shall not affect Member’s obligations with regard to any Products ordered prior to the termination date, including without limitation any payment obligations. In addition, Adobe may immediately terminate this Agreement, upon written notice, for a material breach (including but not limited to any misappropriation or infringement of Adobe’s intellectual property rights). If this Agreement terminates, then Member’s organization shall immediately cease use of the Products, delete the Products from all computer systems and IT equipment on which it resides, and return to Member’s Account Manager any media containing the Products as well as any related materials. Account Manager means either (i) Reseller, if a transaction is through a reseller, or (ii) Adobe representative, if a transaction is with Adobe.
1.3 TOU. The access and use of the Products is governed by the applicable Adobe terms of use (“TOU”) available at https://www.adobe.com/cn/legal/terms.html. The terms of the applicable TOUs are hereby incorporated by reference (including without limitations terms related to governing law and venue). In the event of inconsistency between the terms of this Agreement and the terms of the TOU, the terms of this Agreement shall control.
1.4 Program Products. For a complete list of Products available through the Program, Member may contact its Account Manager or go to the Program web pages located on Adobe.com http://www.adobe.com/cn/howtobuy/buying-programs/vip.html. All Products purchased through the Program are solely for use within Member’s own organization and all re-sale, sublicensing, and other distribution is prohibited except as set forth in Section 4.1 and/or the Program Guide, if applicable. Most Products are Subscription Products, however, certain offerings may be available for license by purchasing Consumables or Term Licenses, as described in the Offerings section of the Program Guide.
1.5 Affiliates. Adobe agrees that Member's Affiliates may place orders under this Agreement for the Products and use such Products provided hereunder. Member retains ultimate liability for any acts or omissions of such Affiliate. Affiliate means, for Member, any other entity that controls, is controlled by, or under common control with, Member. For the purposes of this Section 1.5, the term “control” means the direct or indirect power to direct the affairs of the other entity through voting power, economic or contractual interest, or otherwise.
2. Participation.
2.1 Adobe ID and VIP ID. An Adobe ID will be required in order to enroll in the Program. Each Agreement will be assigned a VIP ID which must be referenced on all orders. Member is responsible for acts or omissions of anyone who obtains access to and use of the Products through Member.
2.2 Console. The Program administration user interface is the “Admin Console.” Once the terms of this Agreement are accepted, the individual accepting on behalf of the organization will be assigned as the Contract Owner. The Contract Owner can add system administrator(s) (each an “Administrator”). The Contract Owner and any Administrator will be provided access to the Admin Console where they will have the ability to access the Product, manage their licenses, and view their account information. The Admin Console will allow the Administrator to invite additional users within their organization to gain access to the Admin Console. Member authorizes any Administrator or Contract Owner to act on Member’s behalf, including accepting the terms of the Agreement.
2.3 Confidentiality. Member shall treat VIP ID as confidential and not share or disclose such information except with Member’s Account Manager.
2.4 Memberships. The terms of Exhibit A apply to Education, Government, and Non-Profit Memberships in addition to the terms of this Agreement. Member must use a separate VIP Agreement for any Products made available and ordered for use in the People’s Republic of China.
3. Ordering, Pricing, and Fulfillment.
3.1 Ordering and Pricing. Member shall place Product orders with their Account Manager. All fees and payment terms are determined by Member’s Account Manager. Adobe cannot guarantee any particular discount, unless Adobe is Member’s Account Manager.
3.2 Access and Admin Console. Upon becoming a Member, Member’s Administrator will be provided access to the available Products, through the Admin Console. Member may manage Products in the Admin Console.
3.3 Admin Console Deployment, Fulfillment, and Grace Period. Member may add and deploy Products in the Admin Console in order to obtain immediate access to such Products. Adobe must receive an order for any such Products within the Grace Period. The Grace Period for VIP is 14 days after adding such Products in the Admin Console. If Adobe does not receive an order for such Products within the Grace Period, then Member will no longer be allowed to add additional Products until payment is made for all added Products.
3.4 Agreement Anniversary Date, License Term, and Renewals.
3.4.1 Anniversary Date. The Anniversary Date means the date licenses must be renewed by. Member’s Anniversary Date is the day twelve months after Adobe accepts Member’s initial order. See Program Guide for additional license term options.
3.4.2 License Term. The License Term means the period that a Member may use Products and includes the initial License Term and any renewal License Terms. The initial License Term means the period that begins on Member’s initial order date and ends the day prior to the Anniversary Date. With Product renewal, a renewal License Term will begin on the Anniversary Date and continue until the day prior to the next Anniversary Date. Use of Products and any related services co-terminates on the last day of the License Term. Most Consumables must be used within a single License Term, and any such unused Consumables will expire on the last day of the License Term. Additional information may be found in the Program Guide.
3.4.3 License Renewals. Adobe or Account Manager will use reasonable efforts, including by email, to notify Member, approximately 30 days prior to any License Term end date. Licenses must be renewed prior to the Anniversary Date in order to ensure uninterrupted use of Product.
3.5 Upgrade Protection. Purchase of the subscription Product(s) includes upgrade entitlement, meaning Member will be entitled to receive the latest generally available version of a subscription Product purchased under the program as long as the Product license is paid and active at the time Adobe makes the new version of the Product commercially available. In contrast, Term Licenses do not include Product updates or upgrade.
3.6 Returns. Without limiting any rights that a Member may have under any consumer laws in the jurisdiction that Member is located, once a Product is installed or accessed, Member cannot return it. If Member requests a return prior to installation, Member must return the entire order. Member must request the return of Products purchased under the Agreement through Member’s Account Manager. Subject to any applicable warranty rights, return requests must be made to Member’s Account Manager within fourteen (14) days after Member’s original Product order date. Adobe must approve all return requests before any return is valid, as further described in the Program Guide.
3.7 Orders Direct From Adobe. If Member orders direct from Adobe, then this section will apply. Members can add Products at any time via the Admin Console or via an Adobe representative, but you must place an order for all Products with an Adobe representative. Products are priced at the rates current at the time ordered and prorated based on the days remaining in your License Term. Notwithstanding the language in 3.2, 3.3, and 4.2, if you add Products via the Admin Console, then Adobe may invoice you directly for those products at the then current price. Your order may be subject to credit approval. Member will be charged the Product price, plus applicable taxes. For any ordered Products, Member must pay in full within 30 days of the invoice date in accordance with the invoice. Any amounts not paid when due will bear interest at a rate which is the lesser of 1.0% per month or the maximum rate permitted by applicable law on any overdue fees, from the date due until the date the full amount plus interest is paid in-full.
4. VIP Marketplace.
4.1. Section 4 “VIP Marketplace” will only apply to Products licensed through VIP Marketplace.
4.2 License Auto-Renewal. Despite language in Section 3.4.3 above, at the end of your license term in VIP Marketplace, your annual license will automatically renew based on Adobe’s partner price: (i) in effect on your Anniversary Date and (ii) for your qualifying discount level, unless changed or cancelled with Adobe at least 3 days before your Anniversary Date or Adobe cancels before your Anniversary Date. If your VIP Marketplace licenses automatically renew, then Adobe will notify you regarding any auto-renewing licenses 30 days prior to Member’s Anniversary Date. Your Account Manager will determine your Product fees. Work with your Account Manager to adjust Product licenses. See your Account Manager for their cancellation and auto-renewal terms.
4.3 VIP Marketplace Grace Period. Notwithstanding Section 3.2 and 3.3, the Grace Period for Products ordered through VIP Marketplace is seven days after adding such Products, not 14 days. If Adobe does not receive an order for such Products within the Grace Period, then such Products will be removed.
5. Miscellaneous.
5.1 Transfer of License. The TOU does not govern restrictions regarding the transfer of Products licensed under or in connection with this Agreement. In limited circumstances, Adobe may permit the transfer of Product licenses under this Agreement in its sole and exclusive discretion. Such requests should be directed to Adobe Customer Service including a description of the reason for the proposed transfer and the contact information of the transferee. Additional information may be found in the Program Guide. For clarity, all offerings are licensed, not sold.
5.2 License Compliance. Member must maintain systems and/or procedures sufficient to ensure an accurate record of the number of copies of the Products that have been installed and/or deployed and retain records of Product installation and/or deployment for two (2) years after the termination of the Agreement. Adobe and/or its representatives may conduct an audit of Member’s Product installation/deployment not more than once per year on thirty (30) days written notice. Such audit will require Member to provide an unedited, accurate report of all Products installed/deployed and accessed by Member and all valid purchase documentation for all Products within thirty (30) days after request. If the audit findings demonstrate non-conformity with the Product licenses, Member shall purchase the necessary licenses within thirty (30) days after being so notified. If the above audit process identifies a potential material non-compliance and does not resolve Adobe’s concerns, then Adobe reserves the right to conduct an onsite audit of Member license installation and deployment after ten (10) business days’ prior written notice during regular business hours. This Section 5.2 shall survive termination of the Agreement for a period of two (2) years.
5.3 Use of Information. Adobe may use information about Member or Affiliate, including name and contact information, for fulfilling obligations under the Agreement, as set out in the TOU. For more information, please see the Adobe Privacy Center (adobe.com/cn/privacy).
5.4 Standing. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If Member is an entity of the United States Federal Government, Member agrees that Adobe shall have standing and the right to assert any breach of contract claim arising out of this Agreement under the Contracts Disputes Act of 1978 (“Disputes Act”).
5.5 General. The parties are independent contractors, and this Agreement will not be construed to imply that either party is the agent or venturer of the other. Member may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Adobe and any prohibited assignment is null and void. Adobe may, at its sole discretion, assign or novate this Agreement, without the prior written consent of Member. This Agreement will be binding upon and will inure to the benefit of any permitted successors or assignees. No modification will be valid or binding unless in writing. This Agreement (including the Program Guide, applicable TOUs, and any Exhibits or on-line enrollment information, if applicable) represents the entire agreement between the parties on the subject matter of this Agreement. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect. If Member’s Account Manager is no longer an Authorized Adobe Account Manager, then after notice to Member, Adobe may move Member’s account under a then-current Authorized Adobe Account Manager.
This Agreement is prepared and is executed in the English language only. The English language version shall be controlling in all respects, and any version of this Agreement in any other language, shall not be binding and shall have no effect. Further, each party agrees that signature by Member or Adobe on any non-English language version, even if there is no signature(s) on the English language version shall be deemed execution of the English language version and binding on the parties. Without limiting the foregoing, if there is any conflict or inconsistency between the English language version of this Agreement and any other translated version of this Agreement, the English language version and interpretation shall prevail. All communications or notices to be made or given pursuant to this Agreement and any disputes arising under this Agreement shall be conducted or resolved in the English language.
5.6 Services. The Product may integrate with a variety of services, operated either by Adobe or by third parties, which may contain user-generated content that may be (a) inappropriate for minors, (b) illegal in some countries; or (c) inappropriate for viewing at work. A complete list of integrated services is available here: www.adobe.com/go/integratedservices_cn. If Member wants to prevent viewing of or access to user-generated content services it may (i) disable service access in the Creative Cloud Packager, where that functionality is made available, or (ii) block access to the services via its network firewall. Services are not, under any circumstances, available to users under the age of thirteen (13). Adobe disclaims liability for all user-generated content available via the services. Member is responsible for determining whether use of the services complies with applicable laws in Member’s jurisdiction. Member is not entitled to a refund and Adobe is not liable (i) if access to the Products is slowed or blocked as a result of government or service provider action, or (ii) if Adobe reasonably deems it necessary to block access to some or all of the Products in order to be compliant with applicable laws.
EXHIBIT A
EDUCATION, GOVERNMENT, AND NON-PROFIT MEMBERSHIPS
A. EDUCATION MEMBERS
For the Member who is an Education Entity (defined below), the following additional terms apply. Adobe reserves the right to terminate Education memberships if Member is not an Educational Entity.
1. Definitions Applicable to Education Members.
1.1 Education Entity. The following is a non-exhaustive list of qualified educational institutions: (a) Accredited (by official accrediting entities) public or private primary or secondary school providing full-time instruction; (b) Accredited public or private university or college (including community, junior, or vocational college) that grants degrees requiring not less than the equivalent of two years of full-time study; (c) Named educational institutions, if individually approved in writing by Adobe; (d) Hospitals that are wholly owned and operated by an otherwise qualified educational institution, where “wholly owned and operated” means the educational institution is sole owner of the hospital and the only entity exercising control over day to day operations; and (e) Higher education research laboratories that are i - a public institution and recognized by a national or regional educational authority, ii – teach students, and iii – can provide a copy of the bylaws that state the relationship with the controlling university.
The following is a non-exhaustive list of entities that are not qualified educational institutions: (a) Non-accredited schools; (b) Museums or libraries; (c) Hospitals not wholly owned and operated by an otherwise qualified educational institution; (d) Churches or religious organizations that are not accredited schools; (e) Vocational training centers or schools granting certificates for courses such as computer software training or job training that are not accredited schools or which grant degrees requiring less than the equivalent of two years of full-time study; (f) Military schools that do not grant academic degrees; and (g) Research laboratories not recognized by a national or state ministry overseeing education. For example, institutions recognized by other government branches are not eligible.
The above lists do not apply to the countries as listed in Section 1.2 (Regional-Specific Definition) below.
1.2 Regional-Specific Definition of Education Entity.
(a) Asia Pacific Countries excluding Southeast Asia Countries as defined in sub-paragraph (b) below. If Education Member is resident in Australia, New Zealand, India, Sri Lanka, China mainland, Hong Kong SAR of China., Taiwan region, the Republic of Korea, the People’s Republic of Bangladesh, the Federal Democratic of Nepal, the Republic of the Union of Myanmar, Pakistan or Mongolia or any country designated by Adobe from time to time, “Education Entity” shall mean the entities that satisfy the meaning of “Qualified Educational Users” (except for the sections entitled “Full and Part Time Faculty and Staff” and “Students”) designated by Adobe on https://www.adobe.com/special/avl/education/ap/index2.html (or its successor web site thereto), as updated by Adobe from time to time.
(b) Southeast Asia Countries. If Education Member is resident in Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam, “Education Entity” or “Education Institution” shall have the respective meanings designated by Adobe on https://www.adobe.com/go/edu_entity_sea (or its successor web site thereto), as updated by Adobe from time to time.
(c) Japan. If Education Member is resident in Japan, “Education Entity” or “Education Institution” shall have the respective meanings designated by Adobe on https://helpx.adobe.com/jp/x-productkb/policy-pricing/cq081918191.html (or its successor web site thereto), as updated by Adobe from time to time.
1.3 Primary and Secondary Schools. Primary and Secondary Schools are defined in the Program Guide. Adobe may have offers available to members that qualify as Primary and Secondary Schools. Adobe reserves the right to terminate Primary and Secondary School licenses and memberships if Member is not a Primary and Secondary School as defined in the Program Guide. See VIP Education Program Guide for additional details and http://www.adobe.com/go/primary-secondary-institution-eligibility-guidelines_cn.
B. GOVERNMENT MEMBERS
For the Member who is a Government Entity (defined below), the following additional terms apply. Adobe reserves the right to terminate Government memberships if Member is not a Government Entity.
1. Definitions Applicable to Government Members.
Government Entity. Participation is contingent upon Member (and each Affiliate) being a “government entity”, which means: (a) a federal, central, or national agency, department, commission, board, office, council, or authority (executive, legislative, or judicial); (b) a municipality, special district, city, county, or state governmental agency, department, commission, board, office, council, entity, or authority, or any other agency in the executive, legislative, or judicial branch of state or local government that is created by the constitution or a statute of the governing state, including the district, regional, and state administrative offices; or (c) a public agency or organization created and/or funded by federal, state, or local governments and authorized to conduct the business of governing or supporting citizens, businesses, or other governmental entities. For the avoidance of doubt, the following entities are not Government Entities: private “for profit” companies, non-profit organizations, trade or industry associations, higher education institutions, and labor unions, even those conducting work on behalf of or with government agencies, unless such entity has a specific letter of authorization from a U.S Government Entity pursuant to FAR Part 51. Member represents to Adobe that it and its Affiliates are government entities. A list of qualified “Government Entities” for Japan is available at: http://www.adobe.com/jp/aboutadobe/volumelicensing/pdfs/cl5_government_license_table.pdf.
1.1 For France: a Government Entity is either an agency; a minister; a commission, board, office, or council (national, regional, or local); a city; a region; or any entity subject to the French Public Law and under the administration of a government entity.
2. Terms Applicable to United States Government Members.
2.1 Additional Restrictions. For United States Federal Government Members, it is understood that any orders are subject to FAR 52.232-18 (Availability of Funds) and FAR 52.232-19 (Availability of Funds for the Next Fiscal Year) and therefore United States Federal Government Members shall not deploy any Product unless funds are available to pay for such orders. To the extent any state or local government entity is subject to similar requirements, such entities shall not deploy any Product unless funds are available to pay for such orders.
2.2 Termination. This Agreement may be terminated by a Member who is a United States federal government customer pursuant to FAR 52.249-1 (Termination for Convenience of the Government). Adobe may change the terms of this Agreement at its sole discretion.
2.3 Federal Government Members. Notice to U.S. Federal Government End Users (Commercial Items): The Products, provided under this Agreement are “Commercial Item(s),” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Federal 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 of this Agreement and the TOUs. Unpublished rights are reserved under the laws of the United States- Adobe Inc., 345 Park Avenue, San Jose, CA 95110-2704, USA.
C. NON-PROFIT MEMBERS
Additional terms applicable to Non-Profit Members are contained in the Program Guide. Adobe reserves the right to terminate memberships, if Member is not an eligible non-profit organization, as described on https://helpx.adobe.com/cn/buying-programs/non-profit.html.
Adobe Value Incentive Plan Terms and Conditions published and effective as of July 15, 2024
This Value Incentive Plan (“VIP”) Agreement (“Agreement”) sets forth the terms governing your Products in the Program. The Agreement is effective as of the date of online enrollment. This Agreement is entered into by and between Adobe and the customer identified in on-line enrollment to become a Member. “Adobe” shall mean either ADOBE INC., a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95110-2704, if the Agreement is entered into with a Member’s organization that is located in the United States, Canada, or Mexico, ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4 6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835), if the Agreement is entered into with a Member’s organization that is located in Australia, or otherwise with ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland. Member shall license all software, services, and offerings available under the Program (collectively “Product”) to be installed and used within the United States (including United States territories and military bases wherever located), Canada, or Mexico from Adobe Inc. Member shall license all Products to be installed and used in Australia from Adobe Systems Software Ireland Limited, as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835). Member shall license all Products to be installed and used in all other countries and territories from Adobe Systems Software Ireland Limited.
1. Program Description.
1.1 General and Program Term. VIP and VIP Marketplace (each “the Program”, as applicable) are flexible licensing programs designed to allow qualified and eligible customers to manage and deploy Product licenses purchased through the Program. The Program is a membership program with License Terms as further defined in Section 3.4 of this Agreement. Once the organization enrolls in a membership through the VIP administration user interface and is accepted by Adobe into the Program, the organization will be a member of the Program (“Member”) until the earliest of when (i) Adobe terminates the Program, or (ii) this Agreement is terminated by either Adobe or Member. Member’s participation is further subject to Member’s compliance with the program guide for the Program, which may be updated from time to time and is available at www.adobe.com/go/vip_program_guide_cn (“Program Guide”). The Program Guide is hereby incorporated into the Agreement by reference. Adobe may change the terms of the Program at its sole discretion and any changes that are detrimental to Member will not take effect during Member’s current License Term. Adobe will notify Member by revising the date at the bottom of the Program Guide or this Agreement, as applicable. If the terms of this Agreement change, then Member may be required to reaccept the terms of this Agreement in the Console. Any notices will be sent to Member’s Admin.
1.2 Termination. Notwithstanding the foregoing, either party may terminate the Agreement with or without cause on thirty (30) days prior written notice. Termination of this Agreement shall not affect Member’s obligations with regard to any Products ordered prior to the termination date, including without limitation any payment obligations. In addition, Adobe may immediately terminate this Agreement, upon written notice, for a material breach (including but not limited to any misappropriation or infringement of Adobe’s intellectual property rights). If this Agreement terminates, then Member’s organization shall immediately cease use of the Products, delete the Products from all computer systems and IT equipment on which it resides, and return to Member’s Account Manager any media containing the Products as well as any related materials. Account Manager means either (i) Reseller, if a transaction is through a reseller, or (ii) Adobe representative, if a transaction is with Adobe.
1.3 TOU. The access and use of the Products is governed by the applicable Adobe terms of use (“TOU”) available at https://www.adobe.com/cn/legal/terms.html. The terms of the applicable TOUs are hereby incorporated by reference (including without limitations terms related to governing law and venue). In the event of inconsistency between the terms of this Agreement and the terms of the TOU, the terms of this Agreement shall control.
1.4 Program Products. For a complete list of Products available through the Program, Member may contact its Account Manager or go to the Program web pages located on Adobe.com http://www.adobe.com/cn/howtobuy/buying-programs/vip.html. All Products purchased through the Program are solely for use within Member’s own organization and all re-sale, sublicensing, and other distribution is prohibited except as set forth in Section 4.1 and/or the Program Guide, if applicable. Most Products are Subscription Products, however, certain offerings may be available for license by purchasing Consumables or Term Licenses, as described in the Offerings section of the Program Guide.
1.5 Affiliates. Adobe agrees that Member's Affiliates may place orders under this Agreement for the Products and use such Products provided hereunder. Member retains ultimate liability for any acts or omissions of such Affiliate. Affiliate means, for Member, any other entity that controls, is controlled by, or under common control with, Member. For the purposes of this Section 1.5, the term “control” means the direct or indirect power to direct the affairs of the other entity through voting power, economic or contractual interest, or otherwise.
2. Participation.
2.1 Adobe ID and VIP ID. An Adobe ID will be required in order to enroll in the Program. Each Agreement will be assigned a VIP ID which must be referenced on all orders. Member is responsible for acts or omissions of anyone who obtains access to and use of the Products through Member.
2.2 Console. The Program administration user interface is the “Admin Console.” Once the terms of this Agreement are accepted, the individual accepting on behalf of the organization will be assigned as the Contract Owner. The Contract Owner can add system administrator(s) (each an “Administrator”). The Contract Owner and any Administrator will be provided access to the Admin Console where they will have the ability to access the Product, manage their licenses, and view their account information. The Admin Console will allow the Administrator to invite additional users within their organization to gain access to the Admin Console. Member authorizes any Administrator or Contract Owner to act on Member’s behalf, including accepting the terms of the Agreement.
2.3 Confidentiality. Member shall treat VIP ID as confidential and not share or disclose such information except with Member’s Account Manager.
2.4 Memberships. The terms of Exhibit A apply to Education, Government, and Non-Profit Memberships in addition to the terms of this Agreement. Member must use a separate VIP Agreement for any Products made available and ordered for use in the People’s Republic of China.
3. Ordering, Pricing, and Fulfillment.
3.1 Ordering and Pricing. Member shall place Product orders with their Account Manager. All fees and payment terms are determined by Member’s Account Manager. Adobe cannot guarantee any particular discount, unless Adobe is Member’s Account Manager.
3.2 Access and Admin Console. Upon becoming a Member, Member’s Administrator will be provided access to the available Products, through the Admin Console. Member may manage Products in the Admin Console.
3.3 Admin Console Deployment, Fulfillment, and Grace Period. Member may add and deploy Products in the Admin Console in order to obtain immediate access to such Products. Adobe must receive an order for any such Products within the Grace Period. The Grace Period for VIP is 14 days after adding such Products in the Admin Console. If Adobe does not receive an order for such Products within the Grace Period, then Member will no longer be allowed to add additional Products until payment is made for all added Products.
3.4 Agreement Anniversary Date, License Term, and Renewals.
3.4.1 Anniversary Date. The Anniversary Date means the date licenses must be renewed by. Member’s Anniversary Date is the day twelve months after Adobe accepts Member’s initial order. See Program Guide for additional license term options.
3.4.2 License Term. The License Term means the period that a Member may use Products and includes the initial License Term and any renewal License Terms. The initial License Term means the period that begins on Member’s initial order date and ends the day prior to the Anniversary Date. With Product renewal, a renewal License Term will begin on the Anniversary Date and continue until the day prior to the next Anniversary Date. Use of Products and any related services co-terminates on the last day of the License Term. Most Consumables must be used within a single License Term, and any such unused Consumables will expire on the last day of the License Term. Additional information may be found in the Program Guide.
3.4.3 License Renewals. Adobe or Account Manager will use reasonable efforts, including by email, to notify Member, approximately 30 days prior to any License Term end date. Licenses must be renewed prior to the Anniversary Date in order to ensure uninterrupted use of Product.
3.5 Upgrade Protection. Purchase of the subscription Product(s) includes upgrade entitlement, meaning Member will be entitled to receive the latest generally available version of a subscription Product purchased under the program as long as the Product license is paid and active at the time Adobe makes the new version of the Product commercially available. In contrast, Term Licenses do not include Product updates or upgrade.
3.6 Returns. Without limiting any rights that a Member may have under any consumer laws in the jurisdiction that Member is located, once a Product is installed or accessed, Member cannot return it. If Member requests a return prior to installation, Member must return the entire order. Member must request the return of Products purchased under the Agreement through Member’s Account Manager. Subject to any applicable warranty rights, return requests must be made to Member’s Account Manager within fourteen (14) days after Member’s original Product order date. Adobe must approve all return requests before any return is valid, as further described in the Program Guide.
3.7 Orders Direct From Adobe. If Member orders direct from Adobe, then this section will apply. Members can add Products at any time via the Admin Console or via an Adobe representative, but you must place an order for all Products with an Adobe representative. Products are priced at the rates current at the time ordered and prorated based on the days remaining in your License Term. Notwithstanding the language in 3.2, 3.3, and 4.2, if you add Products via the Admin Console, then Adobe may invoice you directly for those products at the then current price. Your order may be subject to credit approval. Member will be charged the Product price, plus applicable taxes. For any ordered Products, Member must pay in full within 30 days of the invoice date in accordance with the invoice. Any amounts not paid when due will bear interest at a rate which is the lesser of 1.0% per month or the maximum rate permitted by applicable law on any overdue fees, from the date due until the date the full amount plus interest is paid in-full.
4. VIP Marketplace.
4.1. Section 4 “VIP Marketplace” will only apply to Products licensed through VIP Marketplace.
4.2 License Auto-Renewal. Despite language in Section 3.4.3 above, at the end of your license term in VIP Marketplace, your annual license will automatically renew based on Adobe’s partner price: (i) in effect on your Anniversary Date and (ii) for your qualifying discount level, unless changed or cancelled with Adobe at least 3 days before your Anniversary Date or Adobe cancels before your Anniversary Date. If your VIP Marketplace licenses automatically renew, then Adobe will notify you regarding any auto-renewing licenses 30 days prior to Member’s Anniversary Date. Your Account Manager will determine your Product fees. Work with your Account Manager to adjust Product licenses. See your Account Manager for their cancellation and auto-renewal terms.
4.3 VIP Marketplace Grace Period. Notwithstanding Section 3.2 and 3.3, the Grace Period for Products ordered through VIP Marketplace is seven days after adding such Products, not 14 days. If Adobe does not receive an order for such Products within the Grace Period, then such Products will be removed.
5. Miscellaneous.
5.1 Transfer of License. The TOU does not govern restrictions regarding the transfer of Products licensed under or in connection with this Agreement. In limited circumstances, Adobe may permit the transfer of Product licenses under this Agreement in its sole and exclusive discretion. Such requests should be directed to Adobe Customer Service including a description of the reason for the proposed transfer and the contact information of the transferee. Additional information may be found in the Program Guide. For clarity, all offerings are licensed, not sold.
5.2 License Compliance. Member must maintain systems and/or procedures sufficient to ensure an accurate record of the number of copies of the Products that have been installed and/or deployed and retain records of Product installation and/or deployment for two (2) years after the termination of the Agreement. Adobe and/or its representatives may conduct an audit of Member’s Product installation/deployment not more than once per year on thirty (30) days written notice. Such audit will require Member to provide an unedited, accurate report of all Products installed/deployed and accessed by Member and all valid purchase documentation for all Products within thirty (30) days after request. If the audit findings demonstrate non-conformity with the Product licenses, Member shall purchase the necessary licenses within thirty (30) days after being so notified. If the above audit process identifies a potential material non-compliance and does not resolve Adobe’s concerns, then Adobe reserves the right to conduct an onsite audit of Member license installation and deployment after ten (10) business days’ prior written notice during regular business hours. This Section 5.2 shall survive termination of the Agreement for a period of two (2) years.
5.3 Use of Information. Adobe may use information about Member or Affiliate, including name and contact information, for fulfilling obligations under the Agreement, as set out in the TOU. For more information, please see the Adobe Privacy Center (adobe.com/cn/privacy).
5.4 Standing. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If Member is an entity of the United States Federal Government, Member agrees that Adobe shall have standing and the right to assert any breach of contract claim arising out of this Agreement under the Contracts Disputes Act of 1978 (“Disputes Act”).
5.5 General. The parties are independent contractors, and this Agreement will not be construed to imply that either party is the agent or venturer of the other. Member may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Adobe and any prohibited assignment is null and void. Adobe may, at its sole discretion, assign or novate this Agreement, without the prior written consent of Member. This Agreement will be binding upon and will inure to the benefit of any permitted successors or assignees. No modification will be valid or binding unless in writing. This Agreement (including the Program Guide, applicable TOUs, and any Exhibits or on-line enrollment information, if applicable) represents the entire agreement between the parties on the subject matter of this Agreement. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect. If Member’s Account Manager is no longer an Authorized Adobe Account Manager, then after notice to Member, Adobe may move Member’s account under a then-current Authorized Adobe Account Manager.
This Agreement is prepared and is executed in the English language only. The English language version shall be controlling in all respects, and any version of this Agreement in any other language, shall not be binding and shall have no effect. Further, each party agrees that signature by Member or Adobe on any non-English language version, even if there is no signature(s) on the English language version shall be deemed execution of the English language version and binding on the parties. Without limiting the foregoing, if there is any conflict or inconsistency between the English language version of this Agreement and any other translated version of this Agreement, the English language version and interpretation shall prevail. All communications or notices to be made or given pursuant to this Agreement and any disputes arising under this Agreement shall be conducted or resolved in the English language.
5.6 Services. The Product may integrate with a variety of services, operated either by Adobe or by third parties, which may contain user-generated content that may be (a) inappropriate for minors, (b) illegal in some countries; or (c) inappropriate for viewing at work. A complete list of integrated services is available here: www.adobe.com/go/integratedservices_cn. If Member wants to prevent viewing of or access to user-generated content services it may (i) disable service access in the Creative Cloud Packager, where that functionality is made available, or (ii) block access to the services via its network firewall. Services are not, under any circumstances, available to users under the age of thirteen (13). Adobe disclaims liability for all user-generated content available via the services. Member is responsible for determining whether use of the services complies with applicable laws in Member’s jurisdiction. Member is not entitled to a refund and Adobe is not liable (i) if access to the Products is slowed or blocked as a result of government or service provider action, or (ii) if Adobe reasonably deems it necessary to block access to some or all of the Products in order to be compliant with applicable laws.
EXHIBIT A
EDUCATION, GOVERNMENT, AND NON-PROFIT MEMBERSHIPS
A. EDUCATION MEMBERS
For the Member who is an Education Entity (defined below), the following additional terms apply. Adobe reserves the right to terminate Education memberships if Member is not an Educational Entity.
1. Definitions Applicable to Education Members.
1.1 Education Entity. The following is a non-exhaustive list of qualified educational institutions: (a) Accredited (by official accrediting entities) public or private primary or secondary school providing full-time instruction; (b) Accredited public or private university or college (including community, junior, or vocational college) that grants degrees requiring not less than the equivalent of two years of full-time study; (c) Named educational institutions, if individually approved in writing by Adobe; (d) Hospitals that are wholly owned and operated by an otherwise qualified educational institution, where “wholly owned and operated” means the educational institution is sole owner of the hospital and the only entity exercising control over day to day operations; and (e) Higher education research laboratories that are i - a public institution and recognized by a national or regional educational authority, ii – teach students, and iii – can provide a copy of the bylaws that state the relationship with the controlling university.
The following is a non-exhaustive list of entities that are not qualified educational institutions: (a) Non-accredited schools; (b) Museums or libraries; (c) Hospitals not wholly owned and operated by an otherwise qualified educational institution; (d) Churches or religious organizations that are not accredited schools; (e) Vocational training centers or schools granting certificates for courses such as computer software training or job training that are not accredited schools or which grant degrees requiring less than the equivalent of two years of full-time study; (f) Military schools that do not grant academic degrees; and (g) Research laboratories not recognized by a national or state ministry overseeing education. For example, institutions recognized by other government branches are not eligible.
The above lists do not apply to the countries as listed in Section 1.2 (Regional-Specific Definition) below.
1.2 Regional-Specific Definition of Education Entity.
(a) Asia Pacific Countries excluding Southeast Asia Countries as defined in sub-paragraph (b) below. If Education Member is resident in Australia, New Zealand, India, Sri Lanka, China mainland, Hong Kong SAR of China., Taiwan region, the Republic of Korea, the People’s Republic of Bangladesh, the Federal Democratic of Nepal, the Republic of the Union of Myanmar, Pakistan or Mongolia or any country designated by Adobe from time to time, “Education Entity” shall mean the entities that satisfy the meaning of “Qualified Educational Users” (except for the sections entitled “Full and Part Time Faculty and Staff” and “Students”) designated by Adobe on https://www.adobe.com/special/avl/education/ap/index2.html (or its successor web site thereto), as updated by Adobe from time to time.
(b) Southeast Asia Countries. If Education Member is resident in Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam, “Education Entity” or “Education Institution” shall have the respective meanings designated by Adobe on https://www.adobe.com/go/edu_entity_sea (or its successor web site thereto), as updated by Adobe from time to time.
(c) Japan. If Education Member is resident in Japan, “Education Entity” or “Education Institution” shall have the respective meanings designated by Adobe on https://helpx.adobe.com/jp/x-productkb/policy-pricing/cq081918191.html (or its successor web site thereto), as updated by Adobe from time to time.
1.3 Primary and Secondary Schools. Primary and Secondary Schools are defined in the Program Guide. Adobe may have offers available to members that qualify as Primary and Secondary Schools. Adobe reserves the right to terminate Primary and Secondary School licenses and memberships if Member is not a Primary and Secondary School as defined in the Program Guide. See VIP Education Program Guide for additional details and http://www.adobe.com/go/primary-secondary-institution-eligibility-guidelines_cn.
B. GOVERNMENT MEMBERS
For the Member who is a Government Entity (defined below), the following additional terms apply. Adobe reserves the right to terminate Government memberships if Member is not a Government Entity.
1. Definitions Applicable to Government Members.
Government Entity. Participation is contingent upon Member (and each Affiliate) being a “government entity”, which means: (a) a federal, central, or national agency, department, commission, board, office, council, or authority (executive, legislative, or judicial); (b) a municipality, special district, city, county, or state governmental agency, department, commission, board, office, council, entity, or authority, or any other agency in the executive, legislative, or judicial branch of state or local government that is created by the constitution or a statute of the governing state, including the district, regional, and state administrative offices; or (c) a public agency or organization created and/or funded by federal, state, or local governments and authorized to conduct the business of governing or supporting citizens, businesses, or other governmental entities. For the avoidance of doubt, the following entities are not Government Entities: private “for profit” companies, non-profit organizations, trade or industry associations, higher education institutions, and labor unions, even those conducting work on behalf of or with government agencies, unless such entity has a specific letter of authorization from a U.S Government Entity pursuant to FAR Part 51. Member represents to Adobe that it and its Affiliates are government entities. A list of qualified “Government Entities” for Japan is available at: http://www.adobe.com/jp/aboutadobe/volumelicensing/pdfs/cl5_government_license_table.pdf.
1.1 For France: a Government Entity is either an agency; a minister; a commission, board, office, or council (national, regional, or local); a city; a region; or any entity subject to the French Public Law and under the administration of a government entity.
2. Terms Applicable to United States Government Members.
2.1 Additional Restrictions. For United States Federal Government Members, it is understood that any orders are subject to FAR 52.232-18 (Availability of Funds) and FAR 52.232-19 (Availability of Funds for the Next Fiscal Year) and therefore United States Federal Government Members shall not deploy any Product unless funds are available to pay for such orders. To the extent any state or local government entity is subject to similar requirements, such entities shall not deploy any Product unless funds are available to pay for such orders.
2.2 Termination. This Agreement may be terminated by a Member who is a United States federal government customer pursuant to FAR 52.249-1 (Termination for Convenience of the Government). Adobe may change the terms of this Agreement at its sole discretion.
2.3 Federal Government Members. Notice to U.S. Federal Government End Users (Commercial Items): The Products, provided under this Agreement are “Commercial Item(s),” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Federal 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 of this Agreement and the TOUs. Unpublished rights are reserved under the laws of the United States- Adobe Inc., 345 Park Avenue, San Jose, CA 95110-2704, USA.
C. NON-PROFIT MEMBERS
Additional terms applicable to Non-Profit Members are contained in the Program Guide. Adobe reserves the right to terminate memberships, if Member is not an eligible non-profit organization, as described on https://helpx.adobe.com/cn/buying-programs/non-profit.html.
Adobe Value Incentive Plan Terms and Conditions published and effective as of July 15, 2024