Enterprise products

Terms and Conditions of Breeze Software Support Plan Offerings

Gold Support Services
Platinum Maintenance and Support

Gold Support Services

The following terms and conditions ("Support Terms") shall govern the delivery of Support Services (as defined below) by Adobe Systems Incorporated if Customer is resident in the United States, Canada, or Mexico or by Adobe Systems Software Ireland Limited, if Customer is resident in any other county (collectively, "Adobe") and to the customer ("Customer") ordering the Support Services for the Adobe Breeze hosted services ("Software").

Support Services
1. Subject to the terms and conditions set forth herein, Adobe will provide Customer with annual unlimited telephone and e-case technical support assistance ("Support Services").
2. Customer will be provided with Support Services only for a maximum of three (3) named technical support contacts ("Technical Support Contacts"). Support Services will be delivered by a member of Adobe's technical support team to the Technical Support Contacts. Customer will specify the Technical Support Contacts to Adobe in accordance with the instructions set forth in the welcome package provided by Adobe ("Welcome Package").
3. For live person to person support, Technical Support Contacts may contact Adobe via Adobe's website ("Ecase Submission") or telephone to the Adobe regional support center specified in the Welcome Package ("Regional Support Center") during the applicable Regional Support Center's business hours Monday through Friday (excluding Adobe standard holidays) as further described in the welcome package. Ecase Submissions may be made at any time but responses will only be provided to Customer's Technical Support Contacts during the applicable Regional Support Center's business hours. Telephone inquiries can only be made by Customer's Technical Support Contacts during the applicable Regional Support Center's business hours and responses will only be provided to Customer's Technical Support Contacts during the applicable Regional Support Center's business hours.
4. Customer shall have access to Adobe's eSupport services via remote computer access ("eSupport Services"). Should Customer choose to access the eSupport Services, Customer hereby grants permission to Adobe to access the Software, including any and all systems on which it resides, for the sole purpose of providing Support Services to Customer. CUSTOMER ACKNOWLEDGES THAT IT MAY CONTROL ALL ADOBE ACCESS TO THE SOFTWARE AND TO CUSTOMER'S SYSTEMS BY SELECTING A "HIGH" SECURITY SETTING AND MONITORING ALL SUCH ACCESS; PROVIDED, HOWEVER ADOBE SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE SUPPORT SERVICES AS A RESULT OF CUSTOMER'S SECURITY SETTINGS AND MONITORING OF ADOBE'S ACCESS TO CUSTOMER'S SYSTEMS.
Restrictions. Adobe may limit or terminate the Support Services being provided if Customer uses the Support Services in an abusive or fraudulent manner, as determined by Adobe in its reasonable discretion. Examples of such use include a high number of calls that concern previously resolved issues, repeated posing of questions to which the answer is readily found in the documentation, and discussion of issues that are not related to technical support. Resale, assignment, or transfer of Support Services is strictly prohibited and will be grounds for termination of the Support Terms.
Exclusions. Adobe shall not be required to provide any Support Services relating to problems or issues arising out of or from (i) Customer's use of the Software in a manner for which they were not designed; (ii) damage to the computer on which the Software are installed; (iii) Customer's negligence, misuse, or modification of the Software; or (iv) versions of Software other than the most recent version (e.g., 5.x) and one [major] version back (e.g., 4.x), provided that Adobe shall also not be required to provide any Support Services for Software that are no longer listed on the Support Site as supported products.
Term and Termination.
1. Adobe shall provide the above Support Services under these Support Terms for a term of one (1) year from Adobe's receipt and acceptance of Customer's order of Support Services ("Commencement Date") (the "Initial Term"). These Support Terms will automatically renew for subsequent one (1) year terms unless one party provides other party with written notice of its desire not to renew at least thirty (30) days before the end of the then-current term. If neither party provides the other party with such written notice of non-renewal, an invoice for the Annual Support Fee (as defined below) will be sent to Customer by Adobe. If these Support Terms lapse, Customer may be subject to additional fees prior to the reinstatement of Support Services hereunder.
2. The term "Annual Support Fee" as used in these Support Terms means, (i) for the Initial Term, the Annual Support Fee set forth on the applicable purchasing document ("Initial Annual Support Fee"); (ii) for each of the first and second renewal terms, if so renewed, the Initial Annual Support Fee; and (iii) for each of the third and subsequent renewal terms, if so renewed, the then-current list price of the Support Services, however, in no event shall the amount be less than the Annual Support Fee paid for the prior year for the Software covered by this renewal.
3. Notwithstanding anything to the contrary herein, these Support Terms may be terminated by Adobe for failure of Customer to pay Adobe the Annual Support Fee if such failure to pay continues for ten (10) days after Adobe gives Customer written notice of such failure. Adobe may also terminate these Support Terms if Customer materially breaches the terms of these Support Terms and fails to cure such breach within thirty (30) days of written notice thereof, except that a material breach of any license granted to Customer in the terms of use or end user license agreement applicable to the Software ("Breeze Software Agreement") shall be grounds for immediate termination.
4. Customer acknowledges that Adobe has the right to discontinue the manufacture and development of any of the Software and the Support Services for any Software, including without limitation the distribution of older Software versions, at any time in its sole discretion, provided that Adobe agrees not to discontinue the Support Services for the Software during the current annual term of these Support Terms, subject to the termination provisions herein. Adobe reserves the right to alter these Support Services from time to time, using reasonable discretion but in no event shall such alterations result in (i) diminished support from the level of support set forth herein; (ii) materially diminished obligations for Adobe; (iii) materially diminished rights of Customer, or (iv) higher Annual Support Fees during the then-current term. Adobe shall provide Customer with sixty (60) days prior written notice of any material changes to these Support Services contemplated herein.
Warranty and Disclaimer. Adobe will use commercially reasonable efforts to provide the Support Services in a professional manner, but Adobe cannot guarantee that every question or problem raised by Customer can or will be resolved. Nothing in these Support Terms shall be construed as expanding or adding to the warranty for the Software set forth in the Breeze Software Agreement or any other agreement under which Customer has obtained the Software. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO CUSTOMER IN ITS JURISDICTION, ADOBE MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THESE SUPPORT TERMS OR THE PROVISION OF MATERIALS OR SERVICES UNDER THESE SUPPORT TERMS. ADOBE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. IN NO EVENT SHALL ADOBE'S LIABILITY ARISING FROM OR RELATED TO THESE SUPPORT TERMS EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SUPPORT SERVICES ORDERED BY CUSTOMER FOR THE ANNUAL TERM IN WHICH THE LIABILITY AROSE. IN NO EVENT SHALL ADOBE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED THE SUPPORT TERMS UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT ADOBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
General. These Support Terms may not be assigned by Customer. Any assignment in violation of the foregoing shall be null and void. Any additional services added to these Support Terms by written notice to Customer will be governed by the terms of these Support Terms. These Support Terms supersede all other written and oral proposals, purchase orders, prior agreements, and other communications between Customer and Adobe concerning the subject matter hereof and constitutes the entire agreement between Adobe and Customer regarding provision of Support Services. If Customer is a resident of the United States, Mexico, or Canada then (i) these Support Terms shall be governed by the laws of the State of California without reference to conflict of law principles; and (ii) Customer consents to the personal jurisdiction of the state and federal courts located in Santa Clara County, California. If Customer is a resident of any other country, then (i) these Support Terms shall be governed by the laws of the Republic of Ireland without reference to conflict of law principles, as such laws are applied to agreements entered into and to be performed entirely within the Republic of Ireland between residents of the Republic of Ireland; and (ii) Customer consents to the personal jurisdiction of the courts located in Courts of Ireland in Dublin, Ireland for all disputes relating to these Support Terms. If any action at law or in equity is necessary to enforce the terms of these Support Terms, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. Sections 5, 6 and 7 shall survive expiration or earlier termination of these Support Terms for any reason.

Platinum Maintenance and Support

Support Services
1. Subject to the terms and conditions set forth herein, Adobe will provide Customer with annual unlimited telephone and e-case technical support assistance ("Support Services").
2. Customer will be provided with Support Services only for a maximum of four (4) named technical support contacts ("Technical Support Contacts"). Support Services will be delivered by a senior level technical support contact to the Technical Support Contacts. Customer will specify the Technical Support Contacts to Adobe in accordance with the instructions set forth in the welcome package provided by Adobe ("Welcome Package").
3. For live person to person support, Technical Support Contacts may contact Adobe via Adobe's website ("Ecase Submission") or telephone to the Adobe regional support center specified in the Welcome Package ("Regional Support Center") during the applicable Regional Support Center's business hours Monday through Friday (excluding Adobe standard holidays) as further described in the welcome package. Ecase Submissions may be made at any time but responses will only be provided to Customer's Technical Support Contacts during the applicable Regional Support Center's business hours. Telephone inquiries can only be made by Customer's Technical Support Contacts during the applicable Regional Support Center's business hours and responses will only be provided to Customer's Technical Support Contacts during the applicable Regional Support Center's business hours.
4. Adobe shall use commercially reasonable efforts provide code corrections identified by Customer as required to correct Software malfunctions in order to bring the Software into substantial conformity with applicable documentation. If Customer encounters a problem in the usage of the Software, Customer will provide Adobe with sufficient detail to permit Adobe to understand and reproduce the problem. Adobe will use commercially reasonable efforts to diagnose the problem and if it is determined that the problem represents an error in the Software that causes it to not operate in substantial conformity with applicable documentation, Adobe will use commercially reasonable efforts to provide code corrections to Customer. In addition, Adobe may, at its sole discretion and from time to time, make Fix Releases (as defined below) generally available to users of the Software.
5. Customer shall have unlimited secure access to Adobe's on-line support facility on Adobe's web site at www.adobe.com.
6. Customer shall have access to Adobe's eSupport services via remote computer access ("eSupport Services"). Should Customer choose to access the eSupport Services, Customer hereby grants permission to Adobe to access the Software, including any and all systems on which it resides, for the sole purpose of providing Support Services to Customer. CUSTOMER ACKNOWLEDGES THAT IT MAY CONTROL ALL ADOBE ACCESS TO THE SOFTWARE AND TO CUSTOMER'S SYSTEMS BY SELECTING A "HIGH" SECURITY SETTING AND MONITORING ALL SUCH ACCESS; PROVIDED, HOWEVER ADOBE SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE SUPPORT SERVICES AS A RESULT OF CUSTOMER'S SECURITY SETTINGS AND MONITORING OF ADOBE'S ACCESS TO CUSTOMER'S SYSTEMS.
Maintenance Services
1. Adobe shall provide to Customer, at no additional charge, all Upgrades for the Software as such upgrades are released, including associated documentation and media. "Upgrades" are defined as those versions of the Software that Adobe, at its discretion, deems to be logical improvements or extensions to the Software and that have been released for general commercial distribution. In particular, upgrades are designated point releases by Adobe (e.g., 4.2 to 4.3 or 4.3 to 5.0 if 5.0 is the next version release in the series). Releases designated by Adobe as third digit releases (e.g., 4.2.2 to 4.2.3) are not considered Upgrades for the purposes of these Support Terms but rather they are considered as fix releases which are not automatically distributed but generally commercially available from Adobe's web site or by other means ("Fix Releases"). Fix Releases provided to Customer pursuant to these Support Terms will only be for the current version of the Software.
2. Customer agrees and acknowledges that new or upgraded complete copies of the Software provided hereunder are for replacement of the copies of the Software licensed to Customer under the Breeze Product Agreement and are not provided as additional copies and any Upgrades, updates, Fix Releases, or other software provided by Adobe under these Support Terms shall be used solely in accordance with the end user license agreement applicable to the Software. Copies of the Software that are replaced must be destroyed. Nothing in these Support Terms shall be construed as increasing the number of copies of the Software licensed to Customer.
Restrictions. Adobe may limit or terminate the Support Services being provided if Customer uses the Support Services in an abusive or fraudulent manner, as determined by Adobe in its reasonable discretion. Examples of such use include a high number of calls that concern previously resolved issues, repeated posing of questions to which the answer is readily found in the documentation, and discussion of issues that are not related to technical support. Resale, assignment, or transfer of Support Services is strictly prohibited and will be grounds for termination of the Support Terms.
Exclusions. Adobe shall not be required to provide any Support Services relating to problems or issues arising out of or from (i) Customer's use of the Software in a manner for which they were not designed; (ii) damage to the computer on which the Software are installed; (iii) Customer's negligence, misuse, or modification of the Software; or (iv) versions of Software other than the most recent version (e.g., 5.x) and one [major] version back (e.g., 4.x), provided that Adobe shall also not be required to provide any Support Services for Software that are no longer listed on the Support Site as supported products.
Term and Termination.
1. Adobe shall provide the above Support Services under these Support Terms for a term of one (1) year from Adobe's receipt and acceptance of Customer's order of Support Services ("Commencement Date") (the "Initial Term"). These Support Terms will automatically renew for subsequent one (1) year terms unless one party provides other party with written notice of its desire not to renew at least thirty (30) days before the end of the then-current term. If neither party provides the other party with such written notice of non-renewal, an invoice for the Annual Support Fee (as defined below) will be sent to Customer by Adobe. If these Support Terms lapse, Customer may be subject to additional fees prior to the reinstatement of Support Services hereunder.
2. The term "Annual Support Fee" as used in this Support Terms means, (i) for the Initial Term, the Annual Support Fee set forth on the applicable purchasing document; (ii) for the first renewal term, if so renewed, the initial Annual Support Fee set forth increased by six percent (6%); (iii) for the second renewal term, if so renewed, the Annual Support Fee for the first renewal term increased by six percent (6%); and (iv) for each of the third and subsequent renewal terms, if so renewed, a percentage of the then-current list price of the license fee for the Software, such percentage being the standard published percentage of license fees for the Software charged for support and maintenance contracts entered into in such year, however, in no event shall the amount be less than the Annual Support Fee paid for the prior year for the Software covered by this renewal.
3. Notwithstanding anything to the contrary herein, these Support Terms may be terminated by Adobe for failure of Customer to pay Adobe the Annual Support Fee if such failure to pay continues for ten (10) days after Adobe gives Customer written notice of such failure. Adobe may also terminate these Support Terms if Customer materially breaches the terms of these Support Terms and fails to cure such breach within thirty (30) days of written notice thereof, except that a material breach of any license granted to Customer in the terms of use or end user license agreement applicable to the Software ("Breeze Software Agreement") shall be grounds for immediate termination.
4. Customer acknowledges that Adobe has the right to discontinue the manufacture and development of any of the Software and the Support Services for any Software, including without limitation the distribution of older Software versions, at any time in its sole discretion, provided that Adobe agrees not to discontinue the Support Services for the Software during the current annual term of these Support Terms, subject to the termination provisions herein. Adobe reserves the right to alter these Support Services from time to time, using reasonable discretion but in no event shall such alterations result in (i) diminished support from the level of support set forth herein; (ii) materially diminished obligations for Adobe; (iii) materially diminished rights of Customer, or (iv) higher Annual Support Fees during the then-current term. Adobe shall provide Customer with sixty (60) days prior written notice of any material changes to these Support Services contemplated herein.
Warranty and Disclaimer. Adobe will use commercially reasonable efforts to provide the Support Services in a professional manner, but Adobe cannot guarantee that every question or problem raised by Customer can or will be resolved. Nothing in these Support Terms shall be construed as expanding or adding to the warranty for the Software set forth in the Breeze Software Agreement or any other agreement under which Customer has obtained the Software. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO CUSTOMER IN ITS JURISDICTION, ADOBE MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THESE SUPPORT TERMS OR THE PROVISION OF MATERIALS OR SERVICES UNDER THESE SUPPORT TERMS. ADOBE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. IN NO EVENT SHALL ADOBE'S LIABILITY ARISING FROM OR RELATED TO THESE SUPPORT TERMS EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SUPPORT SERVICES ORDERED BY CUSTOMER FOR THE ANNUAL TERM IN WHICH THE LIABILITY AROSE. IN NO EVENT SHALL ADOBE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED THE SUPPORT TERMS UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT ADOBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
General. These Support Terms may not be assigned by Customer. Any assignment in violation of the foregoing shall be null and void. Any additional services added to these Support Terms by written notice to Customer will be governed by the terms of these Support Terms. These Support Terms supersede all other written and oral proposals, purchase orders, prior agreements, and other communications between Customer and Adobe concerning the subject matter hereof and constitutes the entire agreement between Adobe and Customer regarding provision of Support Services. If Customer is a resident of the United States, Mexico, or Canada then (i) these Support Terms shall be governed by the laws of the State of California without reference to conflict of law principles; and (ii) Customer consents to the personal jurisdiction of the state and federal courts located in Santa Clara County, California. If Customer is a resident of any other country, then (i) these Support Terms shall be governed by the laws of the Republic of Ireland without reference to conflict of law principles, as such laws are applied to agreements entered into and to be performed entirely within the Republic of Ireland between residents of the Republic of Ireland; and (ii) Customer consents to the personal jurisdiction of the courts located in Courts of Ireland in Dublin, Ireland for all disputes relating to these Support Terms. If any action at law or in equity is necessary to enforce the terms of these Support Terms, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. Sections 6, 7 and 8 shall survive expiration or earlier termination of these Support Terms for any reason.