Contract
OBJEDNÁVKA | ||||
Objednávka č.: 950900/2020/30 | ||||
Dodavatel Digital Media s.r.o. Hamerská 215/7 779 00 Olomouc-Holice IČ: 25835513 DIČ: CZ25835513 Zapsaná v obchodním rejstříku vedeném u Krajského soudu v Ostravě, oddíl C, vl. 20543 | Odběratel Univerzita Karlova Pracoviště: Ústřední knihovna Ovocný trh 000/0, 000 00 Xxxxx 1 IČ: 00216208 DIČ: CZ00216208 | |||
Bankovní spojení: Česká spořitalna a.s., Praha 1, 909909339/0800 | ||||
Dodací lhůta: 5 dní | ||||
Fakturační adresa: Univerzita Karlova, Ústřední knihovna, Ovocný trh 560/5, 116 36 Praha 1 | ||||
Dodací adresa: Univerzita Karlova, Ústřední knihovna, José Martího 407/2, 162 00 Praha 1 | ||||
Předmět objednávky | Množství MJ | Základ DPH v Kč | % DPH | Cena celkem v Kč s DPH |
Předplatné služby Adobe Connect + Adobe Platinum Maintenance and Support + autentizace Shibboleth + lokalizace do českého jazyka na období 5 měsíců viz nabídka č.: QT20200317 - Nabíd ka 1 - l i c e n c e p r o 3 0 0 simultánně připojených uživatelů | 1 | 341 460,00 | 21 | 413 166,60 |
Celkem | 1,00 | 341 460,00 | 21 | 413 166,60 |
Poznámka: K této objednávce se váže opce na rozšíření kapacity služby dle uvedené nabídky č. QT20200317 - Nabídka 2 - platná do 17. 4. 2020. Odběratel má právo využít čerpání opce dle uvedené nabídky, avšak k jejímu čerpání se nijak nezavazuje. V případě nevyužití opce ze strany UK nebudou uplatňovány žádné sankce, ani jakékoliv jiné nároky. Licenční podmínky jsou uvedeny v příloze této objédnávky. | ||||
Xxxxx xxxxxxx: 237 984 | ||||
Příkazce operace: PhDr. Xxxxx Xxxxxxxx, Ph.D. Dne: 18. 3. 2020 | ||||
Správce rozpočtu: Xxx. Xxxxxxxxx Xxxxxxxxx Dne: 18. 3. 2020 | ||||
Vystavil: Xxxx Xxxxxxx Dne: 18. 3. 2020 | ||||
Příloha k objednávce č. 950900/2020/30 - Nabídka
Digital Media s.r.o.
autorizovaný partner společnosti Adobe pro prodej licencí komerčním firmám, pro školství i státní správu.
Xxxxxxxx 000/0, 000 00 Xxxxxxx, Xxxxx Xxxxxxxx
Tel.:x000 000 000 000, fax:x000 000 000 000
Nabídka software Adobe Connect
č.: QT20200317
Nabídka pro: Univerzita Karlova v Praze Nabídku zpracoval: Xxxxxxxxx Xxxxxxxxx
Kontaktní osoba: Xxxxx Xxxxxxxx Datum: 17.3.2020
Kontakt: xxxxxx@xxxxxxxxxxxx.xx, 585 227 272
Kurz CZK/EUR 27,10
Kurzová doložka: ceny v Kč platí při kurzu 27,10 Kč za 1 EUR. Pokud v den akceptace a zaslání potvrzené objednávky zákazníkem bude kurz (ČNB střed) Kč vůči EUR odlišný o více než 1%, zákazník souhlasí s úpravou cen v Kč tak, aby odpovídaly aktuálnímu kurzu ČNB střed.
Nabídka 1 | |||
název produktu | počet licencí | cena EUR celkem (bez DPH ) | cena Kč celkem (bez DPH ) |
Adober Connect Meeting - Concurrent User - time limited 5 months* | 300 | € 12 600,00 | 341 460,00 Kč |
* Dodatečných 300 licencí pro souběžně připojené uživatele do on-line meetingů. Určeno pro instalaci do stávající instalace Adobe Connect. Licence jsou časově omezeny na dobu 5 měsíců. | ||
CENA CELKEM (bez DPH) | € 12 600,00 | 341 460,00 Kč |
DPH (21%) | € 2 646,00 | 71 706,60 Kč |
CENA CELKEM včetně DPH | € 15 246,00 | 413 166,60 Kč |
Nabídka 2 - opce - platí do 17.4.2020 | |||
název produktu | počet licencí | cena EUR celkem (bez DPH ) | cena Kč celkem (bez DPH ) |
Connect Lic General,10.0,AOO,ALL,Server V10 - time limited 5 months* | 1 | € 1 000,00 | 27 100,00 Kč |
Adober Connect Meeting - Concurrent User - time limited 5 months* | 200 | € 8 400,00 | 227 640,00 Kč |
* Dodatečný server pro rozložení zátěže a dodatečných 200 licencí pro souběžně připojené uživatele do on-line meetingů. Určeno pro instalaci do stávající instalace Adobe Connect. Licence jsou časově omezeny na dobu 5 měsíců. | ||
CENA CELKEM (bez DPH) | € 9 400,00 | 254 740,00 Kč |
DPH (21%) | € 1 974,00 | 53 495,40 Kč |
CENA CELKEM včetně DPH | € 11 374,00 | 308 235,40 Kč |
Forma dodávky: formou elektronické licence s instalací ke stažení
Termín dodávky: do tří pracovních dnů po obdržení oficiální objednávky nebo potvrzené kupní smlouvy
Xxxxxxxxx Xxxxxxxxx
Digital Media s.r.o.
Hamerská 215/7, 779 00 Olomouc
Tel.: 000 000 000
E-mail: xxxxxx@xxxxxxxxxxxx.xx
Příloha k objednávce č. 950900/2020/30 - Licenční podmínky
ADOBE® CONNECT™ PARTICIPANT TERMS OF USE
THESE ADOBE CONNECT PARTICIPANT TERMS OF USE (AS AMENDED FROM TIME TO TIME) (THE “AGREEMENT”) IS BETWEEN ADOBE SYSTEMS INCORPORATED AND ITS AFFILIATES (COLLECTIVELY, “ADOBE”), AND “YOU,” THE INDIVIDUAL ACCESSING OR USING THE ADOBE CONNECT SERVICES AND ANY AFFILIATED HOSTED APPLICATIONS (COLLECTIVELY, THE “SERVICE(S)”).
BY USING THE SERVICE (DEFINED BELOW), YOU AGREE (a) THAT ENGLISH LAW GOVERNS YOUR USE OF THE SERVICE IF YOU RESIDE IN ANY LOCATION OTHER THAN THE UNITED STATES, MEXICO, OR CANADA, (b) THAT CALIFORNIA LAW GOVERNS YOUR USE OF THE SERVICE IF YOU RESIDE IN THE UNITED STATES, MEXICO, OR CANADA, AND (c) TO THE TERMS REGARDING GOVERNING LAW AND VENUE SET FORTH IN SECTION 15 (GOVERNING LAW).
YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. ADOBE MAY CHANGE, ADD, OR REMOVE ANY PART OF THIS AGREEMENT, OR ANY PART OF THE SERVICE, AT ANY TIME. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICE. YOUR CONTINUED USE OF THE SERVICE, NOW OR FOLLOWING THE POSTING OF NOTICE OF ANY SUCH CHANGES, WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, AND OF ANY SUCH CHANGES.
1. Definitions.
“Add-In” means the Adobe Connect Add-In provided to you by Adobe in connection with your use of the Service, and any modified versions and copies of, and upgrades, updates and additions to such plug- in, provided to you by Adobe at any time. The Add-In is a client software upgrade automatically delivered to you on an as-needed basis so that you may use certain features of the Service (such as broadcasting audio or video).
“Adobe” means Adobe Systems Incorporated, a Delaware corporation, 000 Xxxx Xxxxxx, Xxx xxxx, Xxxxxxxxxx 00000, if subsection 15(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, 0–0 Xxxxxxxxx, Xxxxxxxx Business Campus, Dublin 24, Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
“Content” means all audio, video, multimedia, data, text, images, computer programs, and any other information or materials uploaded by or on behalf of you in connection with your use of the Service.
“Host” means the individual or legal entity using the Service to host an Adobe Connect meeting, seminar, or webcast.
2. License to Use Service.
Subject to your compliance with the terms and conditions of this Agreement, Adobe grants to you a non-exclusive, non-transferable, revocable right to access and use the Service. Notwithstanding the foregoing, you may not use or access the Service unless approved by a Host. Adobe reserves the right to suspend or discontinue all or part of the Service at any time without prior notice.
3. License to Use the Add-In.
Subject to the terms and conditions of this Agreement, Adobe grants to you a non-exclusive, non- transferable, revocable license to install and use the Add-In solely in conjunction with the Service.
4. License Restrictions.
You shall not modify, port, adapt or translate the Add-In. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Add-In.
5. Ownership of the Services, Add-In, and Marks.
You acknowledge that Adobe and its licensors own all right, title, and interest in: (a) the Service; (b) the Add-In; (c) any other Adobe software; and (d) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names related to the Service (the “Marks”).
Notwithstanding the foregoing, the Host and its licensors own all right, title, and interest in any graphics, logos, service marks, and trade names used by the Host in connection with the Service.
6. Content.
6.1 Your Content. You may upload Content to the Service in connection with your use of the Service. Adobe does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. Such Content may be stored on Adobe’s servers at the request of the Host, as necessary for Adobe to provide the Service, and in accordance with Adobe’s then-current storage policies.
6.2 Your Representations and Warranties Regarding Content. You represent and warrant that (a) you are the owner, licensor, or authorized user of all Content; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Adobe, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Xxxxxx horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti- discrimination, or false advertising).
6.3 Adobe Access to Content. You acknowledge that the Services are automated (e.g., Content is uploaded using software tools) and that Adobe personnel will not access, view, or listen to any Content, except as necessary to perform the Services, including but not limited to the following: (a) during a Service interruption, as necessary to restore the applicable Content; (b) to troubleshoot any issue with the Service; or (c) as deemed necessary or advisable by Adobe in good faith to conform to legal requirements or comply with legal process.
7. Notification of Copyright Infringement.
7.1 Adobe respects the intellectual property rights of others and expects its users to do the same. Adobe will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.
7.2 If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Services, on websites linked to or from the Services, or in connection with the Services, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via email or phone) of claimed copyright infringement to Adobe’s Copyright Agent (contact information below), which must contain all of the following elements:
(a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
(b) a description of the copyrighted work(s) that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
(c) a description of where the content that you claim is infringing is located on the Services;
(d) information sufficient to permit Adobe to contact you, such as your physical address, telephone number and email address;
(e) a statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f) a statement by you that the information in your notice is accurate and, under penalty of xxxxxxx, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
7.3 If you believe access to your content was disabled or removed by Adobe as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via email or phone) to Adobe’s Copyright Agent (contact information below), which must contain all of the following elements:
(a) a physical or electronic signature of the subscriber;
(b) identification of the material that was removed from the Services and the location of the Service on which the material appeared before it was removed;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(d) information sufficient to permit Adobe to contact you, such as your physical address, telephone number and email address; and
(e) a statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of Santa Xxxxx Xxxxxx, California, if you reside outside of the United States) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of such person.
7.4 Adobe’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
By mail:
Copyright Agent
Adobe Systems Incorporated 000 Xxxxxxxx Xxxxxx
San Francisco, CA 94103
By fax: (000) 000-0000
By email: xxxxxxxxx@xxxxx.xxx By telephone: (000) 000-0000
The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services or on sites linked to or from the Services, or in connection with the Services. All other inquiries directed to the Copyright Agent will not be responded to.
8. Links.
Adobe may provide links to other websites or resources as part of the Service as a convenience to you. Adobe is not responsible for the contents, products or services on any third party site, and the inclusion of any link does not imply that Adobe endorses the content on such third party sites. You may visit such third party sites solely at your own risk.
9. Conduct.
9.1 Use Restrictions. In connection with your access or use of the Service, you agree not to:
(a) introduce a virus, worm, Xxxxxx horse or other harmful software code or similar files that may damage the operation of a third party’s computer or property or information;
(b) consume a disproportionate amount of CPU time, bandwidth, memory storage space, or any other system or network resources;
(c) use the Service in any manner that could damage, disable, overburden, or impair any Adobe server, or the network(s) connected to any Adobe server or interfere with any other party’s use and enjoyment of the Service;
(d) attempt to gain unauthorized access to service, materials, other accounts, computer systems or networks connected to any Adobe server or to the Service, through hacking, password mining, or any other means;
(e) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service;
(f) use the Service or the Add-In on a timeshare or service bureau basis;
(g) host, on a subscription, membership, or pay-per-use basis or otherwise, the Service or the Add-In, including any related application, (i) to permit a third party to use the Service to create any content, or
(ii) to conduct conferences or online meeting services for a third party;
(h) engage in any systematic extraction of data or data fields, including without limitation email addresses;
(i) disclose, harvest, or otherwise collect personally identifying information, including email addresses, or other private information about any third party without that party’s express consent;
(j) transmit junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited email or duplicative messages;
(k) sell, resell, lend, lease, or rent access to or use of the Service or any portion of the Service, or otherwise transfer any rights to use or access the Services (including without limitation, on a subscription, membership, pay-per-use, time share, computer service business, or service bureau basis);
(l) bundle or incorporate the Service with or into any other service, offering, or solution for sale, resale, rent, or lease to third parties;
(m) xxxxxxx, defame, abuse, xxxxxx, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(n) falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded;
(o) upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, for example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
(p) use the Service if you are under 13 years of age; or
(q) use the Service for malicious injection of dial tone multi-frequency (“DTMF”) commands.
9.2 Exposure. You acknowledge and agree that by accessing or using the Services, you may be exposed to materials from others that are offensive, indecent or otherwise objectionable. You may report any violations of these terms to Adobe customer service.
10. Investigations.
Adobe does not generally monitor user activity occurring in connection with the Service. If Adobe becomes aware, however, of any possible violations by you of Sections 6.2 (Your Representations and Warranties Regarding Content), 9.1 (Use Restriction), or any other provision of this Agreement, Adobe reserves the right to investigate such violations, and Adobe may, at its sole discretion, terminate your use of the Service or change, alter or remove Content, in whole or in part, without prior notice to you. If, as a result of such investigation, Adobe believes that criminal activity has occurred, Adobe reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Adobe is entitled, except to the extent prohibited by applicable law, to disclose any information about you in Adobe’s possession in connection with your use of the Service to law enforcement or other government officials, as Adobe in its sole discretion believes to be necessary or appropriate.
You agree to indemnify and hold Adobe harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from Content or your use of the Service, including any use that violates this Agreement.
11. Privacy.
11.1 Your Information. The privacy practices of the Host will apply to your Information that is collected and used by the Service. Your relationship is with the Host and not with Adobe in connection with such Information. Please see the Host’s privacy policy for more information regarding how the Host collects and uses your Information. At the Host’s sole discretion, the Host may incorporate SSL security in connection with the Service.
11.2 Adobe’s Privacy Policy. For further information regarding Adobe’s privacy practices, please visit xxxx://xxx.xxxxx.xxx/xx/xxxxxxx. Such privacy policy is incorporated herein by reference.
11.3 Notice Regarding Recording and Privacy. THE SERVICE MAY ALLOW THE HOST TO RECORD MEETINGS AND TO COLLECT AND UTILIZE IDENTIFYING INFORMATION ABOUT YOU, SUCH AS YOUR NAME. THE LAWS OF SOME STATES OR COUNTRIES REQUIRE (a) YOU TO GRANT YOUR CONSENT PRIOR TO ANY RECORDING OF YOUR COMMUNICATIONS; AND (b) RESTRICTIONS ON THE COLLECTION, STORAGE, AND USE OF YOUR PERSONALLY IDENTIFYING INFORMATION.
11.4 Communications from Adobe. Adobe may send to you service-related emails regarding the functionality or delivery of the Service.
12. DISCLAIMER OF WARRANTIES.
12.1 THE SERVICE AND THE ADD-IN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, ADOBE, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE AND THE ADD-IN DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION OR COMPATIBILITY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, QUIET ENjOYMENT, AND NON- INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ADOBE DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT ADOBE’S SERVERS AND SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ADOBE’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO PERSONAL INFORMATION BY THIRD PARTIES.
12.2 SOME jURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
13. Limitation of Liability.
13.1 NEITHER ADOBE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY APPLICATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADOBE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13.2 ADOBE’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO ONE UNITED STATES DOLLAR ($1). YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR AN APPLICATION MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. ADOBE’S SUPPLIERS SHALL HAVE NO LIABILITY TO YOU FOR ANY REASON.
13.3 THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. SOME jURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Nothing contained in this Agreement limits Adobe’s liability to you in the event of death or personal injury resulting from Adobe’s gross negligence.
14. Survival.
Sections 1 and 5–17 will survive any termination or suspension of this Agreement.
15. Governing Law.
By accessing and using the Service, you and Adobe agree that all matters relating to this Agreement and your access to, or use of, the Service shall be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if you reside in the United States, Canada, or Mexico; or (b) England, if you reside in any jurisdiction not described in Section 15(a) herein. The respective courts of Santa Xxxxx Xxxxxx, California when California law applies and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction, UCITA, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.
16. Language.
It is the express wish of the parties that the Agreement and all related documents have been drawn up in English and that the English version of this Agreement shall be the sole version used in interpreting and enforcing this Agreement. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
17. Export Control Laws.
You acknowledge that the Services and the Add-In are subject to the U.S. export control and sanctions laws (including the Export Administration Regulations) (“Export Controls”) and that you will comply with the Export Controls. You will not export or re-export the Add-In, directly or indirectly, to, or use the Services in connection with: (a) any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria); (b) any end user whom you know or have reason to know will utilize them in the design, development or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact its right to import, export, or use the Services or Add-In. If Adobe has knowledge that a violation has occurred, Adobe may be prohibited from providing and support for the Services or Add-In.
18. Miscellaneous.
You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Service. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect. Adobe’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision
unless acknowledged and agreed to by Adobe in writing. Your rights hereunder may not be assigned or transferred to any third party. This Agreement, including the Privacy Policy, constitutes the entire agreement between you and Adobe and supersedes all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein.
Connect_Participant_TOU-en_US-20120315_1338
ADOBE CONNECT 9
ADOBE CONNECT SERVER 9 ADOBE CONNECT EDGE SERVER 9 ADOBE CONNECT MEETING 9 ADOBE CONNECT TRAINING 9 ADOBE CONNECT EVENTS 9
Software License Agreement
NOTICE TO USER: THIS LICENSE AGREEMENT (“AGREEMENT”) GOVERNS INSTALLATION AND USE BY LICENSEES OF THE ADOBE SOFTWARE DESCRIBED HEREIN. INSTALLATION AND USE OF THE SOFTWARE IS SUBjECT TO A SEPARATE WRITING DETAILING THE LICENSE METRICS APPLICABLE TO LICENSEE. LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING, OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF.
THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE TO WHICH LICENSEE HAS OBTAINED A VALID LICENSE (E.G., ADOBE CONNECT 9) REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
LICENSEE’S RIGHTS UNDER THIS AGREEMENT MAY BE SUBjECT TO ADDITIONAL TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING.
1. Definitions.
1.1 “Adobe” means Adobe Systems Incorporated, a Delaware corporation, 000 Xxxx Xxxxxx, Xxx xxxx, Xxxxxxxxxx 00000 if subsection 10(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.
1.2 “APIs” means those application programming interfaces in object code form provided to Licensee by Adobe under this Agreement, and any modified versions and copies of, and upgrades, updates, and additions to such application programming interfaces, provided to Licensee by Adobe at any time, to the extent not provided under a separate agreement.
1.3 “Authorized User” means a person who interacts with the functionality of the Server Components as operated by Licensee.
1.4 “Client Plug-Ins” means those plug-ins in object code form provided to Licensee by Adobe under this Agreement, including the Adobe Connect Add-in, and any modified versions and copies of, and upgrades, updates, and additions to such plug-ins, provided to Licensee by Adobe at any time, but excluding the Wrapper, to the extent not provided under a separate agreement.
1.5 “Cold Failover Version” means a version of the Software that is installed on a server within the Disaster Recovery Environment, but is not in use until there is an interruption in the operation of the Production Software due to an event beyond Licensee’s control that creates an inability on Licensee’s part to provide critical business functions for a material period of time.
1.6 “Concurrent User” means a user of the Server Components licensed on a concurrent basis that may attend or host a Meeting.
1.7 “CQ” means the Adobe CQ software.
1.8 “Disaster Recovery Environment” means Licensee’s technical environment designed solely to allow Licensee to respond to an interruption in service due to an event beyond Licensee’s control that creates an inability on Licensee’s part to provide critical business functions for a material period of time.
1.9 “Documentation” means the user manuals and/or technical publications, as applicable, supplied with the Software, relating to the installation, use and administration of the Software.
1.10 “Hot Failover Version” means a version of the Software that is installed and running on a server within the Disaster Recovery Environment, but is not used for production purposes until there is an interruption in the operation of the Production Software due to an event beyond Licensee’s control that creates an inability on Licensee’s part to provide critical business functions for a material period of time.
1.11 “License Metrics” means each of the per-unit metrics specified by Adobe in connection with the licensed quantities identified in a separate writing to describe the scope of Licensee’s right to use the Software. License Metrics may include Concurrent User, Named Host, Named Events Manager, Seminar Room, or alternate licensing metric in the quantities set forth in the applicable order documentation. The License Metrics are incorporated by reference into this Agreement.
1.12 “Named Events Manager” means an individual that has the ability to manage advanced registration for Adobe Connect events, branded event pages, additional email options, and absentee/attendee reporting for meetings, courses, curriculums, presentations, and other content. A Named Events Manager must be an individual, not a group or generic login, and a Named Events Manager license cannot be shared between more than one individual. A Named Events Manager license may be reassigned from one individual to another solely
(a) if the employment or independent contractor relationship of a licensed individual terminates; or (b) in all other cases, upon written permission of the entity from which Licensee purchased the license (i.e., Adobe or an Adobe authorized reseller).
1.13 “Named Host” means an individual that has the ability to host a meeting with up to 100 total attendees using the Server Components. A Named Host may create an unlimited number of Adobe Connect meeting rooms; however, the Named Host can only use one of his/her rooms at any one time and rooms cannot be accessed unless the Named Host is present. A Named Host must be an individual, not a group or generic login, and a Named Host license cannot be shared between more than one individual. A Named Host license may be reassigned from one individual to another solely (a) if the employment or independent contractor relationship of a licensed individual terminates; or (b) in all other cases, upon written permission of the entity from which Licensee purchased the license (i.e., Adobe or an Adobe authorized reseller).
1.14 “Not For Resale Software” means Software that is used by Licensee solely for demonstrating or training persons about the features and functionality of the Software and not for any production purposes, and which may automatically cease operating after a predetermined period of time or have other limitations not present in Production Software, as identified in the License Metrics.
1.15 “Production Software” means Software licensed for productive business use.
1.16 “Server Components” means the object code version of the validly licensed software program(s), excluding APIs and Client Plug-Ins, provided by Adobe to Licensee under this Agreement, and any modified versions and copies of, and upgrades, updates, and additions to such software programs, provided to Licensee by Adobe at any time, but excluding the Wrapper, to the extent not provided under a separate agreement.
1.17 “Seminar Host” means an individual employed or otherwise hired by Licensee to administer the Seminar Room on behalf of Licensee.
1.18 “Seminar Room” means an Adobe Connect meeting room hosted using the Server Components with a size that is set based on number of seminar room seats purchased per room. Only one meeting can take place in a
Seminar Room at any given time, and a designated Seminar Host must be present in the room for the room to be accessed.
1.19 “Software” means, collectively, the APIs, Client Plug-Ins, CQ, and Server Components, but specifically excludes the Wrapper.
1.20 “Trial Version” means a version of the Software that may have limited features, will automatically cease operating after a predetermined period of time, or have other limitations not present in a non-Trial Version of the Software, as identified in the License Metrics.
1.21 “Wrapper” means the Stunnel Universal SSL Wrapper.
2. License.
2.1 Server Components. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a non- exclusive license to install and use the Server Components delivered hereunder according to the terms and conditions of this Agreement and the applicable License Metrics and for the purposes described in the Documentation.
2.2 Client Plug-Ins. Subject to the terms and conditions of this Agreement and notwithstanding any terms that may accompany such Client Plug-Ins, Adobe grants to Licensee a non-exclusive license to, according to the terms and conditions of this Agreement and the applicable License Metrics, (a) install, reproduce, and use the Client Plug-Ins solely in conjunction with the Server Components; and (b) reproduce and distribute to Authorized Users the Client Plug-Ins solely in conjunction with such Authorized Users’ interaction with the functionality of the Server Components as operated by Licensee.
2.3 APIs. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a non-exclusive license to use the APIs solely in conjunction with (i.e., to be implemented by) Licensee’s internally developed applications and the Server Components and Client Plug-Ins and solely for Licensee’s internal purposes according to the terms and conditions of this Agreement and the License Metrics.
2.4 Documentation. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a non- exclusive license to make copies of the Documentation in connection with its use of the Software in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and other proprietary notices that appear on or in the Documentation.
2.5 CQ. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a non-exclusive license to use the version of Adobe CQ delivered hereunder (a) solely for the purpose of supporting the functioning of Adobe Connect Events; and (b) according to the terms and conditions of this Agreement and the applicable License Metrics.
2.6 Restrictions.
2.6.1 No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt, or translate the Software. Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Licensee’s jurisdiction give Licensee the right to do so despite the foregoing express prohibition to obtain information necessary to render the Software interoperable with other software; provided, however, that Licensee must first request such information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe’s and its suppliers’ proprietary rights in the source code for the Software are protected.
2.6.2 No Transfer. Except as may be explicitly provided in this Agreement, Licensee shall not sublicense, assign, or transfer the Software, nor shall Licensee sublicense, assign, or transfer Licensee’s rights in the Software to any third party, nor shall Licensee sublicense, assign, or transfer this Agreement.
2.6.3 No Reselling Access or Use. Except as expressly authorized under this Agreement, Licensee is prohibited from renting, reselling, leasing, lending, or granting rights in the Software or any portion of the Software including rights (such as use or access rights) on a membership, subscription, or pay per use basis. Licensee is prohibited from bundling or incorporating the Software with or into any other software, offering, or solution for sale, resale, rent, or lease to third parties.
2.6.4 Other Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from:
(a) using the Software on behalf of third parties; (b) providing use of the Software in a computer service business, third party outsourcing facility or service, service bureau arrangement, or time sharing basis; and (c) using the Software for malicious injection of dial tone multi-frequency (“DTMF”) commands.
2.6.5 Export Rules. Licensee acknowledges that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that Licensee will comply with the Export Laws. Licensee will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country”), (b) any end user who Licensee knows or have reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”), or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a “Sanctioned Party”). In addition, Licensee is responsible for complying with any local laws in Licensee’s jurisdiction which may impact Licensee’s right to import, export or use the Software. Licensee represents and warrants that (i) Licensee is not a citizen of, or located within, an Embargoed Country, (ii) will not use the Software for a Prohibited Use, and (iii) is not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.
2.6.6 No Unbundling. The Software may include various applications, utilities, and components, may support multiple platforms and languages or may be provided to Licensee on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Licensee as a single product to be used solely as a single product. Licensee is not required to use all component parts of the Software, but Licensee shall not unbundle the component parts of the Software. Licensee shall not unbundle or repackage the Software for distribution, transfer, or other disposition.
2.7 Additional Software. Licensee may have the opportunity to install the Wrapper when installing the Software. Licensee is not permitted to use the Wrapper unless Licensee is validly licensed to do so. Use of the Wrapper is subject to other terms and conditions found in a separate license agreement, located in the “Read Me” file located in the file directory of the Software, and use of the Wrapper is not governed by this Agreement. Adobe provides the Wrapper “AS IS,” without warranty or support from Adobe, including (a) all warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose with respect to the Wrapper and any and all derivative works thereof; and (b) any liability for damages, including direct, indirect, special, incidental, and consequential damages, such as lost profits.
3. Additional Use.
3.1 Development License. Subject to the terms and conditions of this Agreement and the License Metrics, and provided that Licensee has purchased a license to the applicable Production Software, Adobe grants to Licensee a non-exclusive license for Licensee to make and use a number of copies of the Software that corresponds on a one-to-one basis to the number of Production Software licenses purchased by Licensee for such Software (“Development License”). Development Licenses shall be used solely in Licensee’s technical development environment strictly for testing and quality assurance purposes with respect to the Software and not for production purposes.
3.2 Backup and Disaster Recovery. Licensee may make a reasonable number of backup copies of the Software, provided that the backup copies are not installed or used for other than archival purposes. If Licensee has paid the applicable fees for the Cold Failover Version and/or the Hot Failover Version as set forth in the License Metrics, Licensee may also install copies of the Cold Failover Version and/or Hot Failover Version in a Disaster
Recovery Environment for use solely in disaster recovery and not for production, development, evaluation, or testing purposes other than to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.
3.3 Trial License.
3.3.1 This Section 3.3 applies in addition to the licenses granted in Section 2 and solely if Licensee has received a valid copy of a Trial Version from Adobe.
3.3.2 Subject to the terms and conditions of this Agreement and any relevant License Metrics, Adobe grants to Licensee a non-exclusive license to install the Trial Version on a single computer strictly for Licensee’s internal evaluation and review purposes and not for production purposes.
3.3.3 Licensee shall not (a) in the aggregate, install, or use more than one copy of the Trial Version; (b) download the Trial Version under more than one username, if applicable; (c) alter the contents of a hard drive or computer system to enable the use of the Trial Version for an aggregate period in excess of the period of time set forth in the License Metrics for which Licensee may evaluate a Trial Version (“Trial Period”); (d) disclose the results, if any, of software performance benchmarks obtained using the Trial Version to any third party without Adobe’s prior written consent; and (e) use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to the Software. Notwithstanding the foregoing, Licensee is strictly prohibited from installing or using the Trial Version for any commercial training purpose.
3.3.4 Licensee’s rights to install and use the Trial Version under this Section 3 will immediately terminate upon the earlier of (a) the expiration of the Trial Period; or (b) such time that Licensee purchases a license to Production Software. Adobe reserves the right to terminate Licensee’s license to the Trial Version at any time in its sole discretion. Licensee agrees to return or destroy Licensee’s copy of the Trial Version upon termination of this Agreement for any reason. To the extent that any provision in this Section 3.3 is in conflict with any other term or condition in this Agreement, this Section 3.3 shall supersede such other term(s) and condition(s) with respect to the Trial Version, but only to the extent necessary to resolve the conflict. LICENSEE ACKNOWLEDGES THAT THE TRIAL VERSION MAY (i) HAVE LIMITED FEATURES; (ii) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (iii) HAVE OTHER LIMITATIONS NOT PRESENT IN A NON-TRIAL VERSION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE TRIAL VERSION IS PROVIDED TO LICENSEE BY ADOBE ON AN “AS IS” BASIS, AND ADOBE DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND. SEE SECTIONS 8 AND 9 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN NOT FOR RESALE SOFTWARE.
3.4 Not For Resale Software.
3.4.1 This Section 3.4 applies only if Licensee has obtained a valid license to Not For Resale Software separately provided in writing by Adobe, as indicated by the serial number Licensee enters upon installation or as indicated by the Not For Resale Software when first executed or by a License Metric.
3.4.2 License. Subject to the terms and conditions of this Agreement and any relevant License Metrics, Adobe grants Licensee a non-exclusive license to install and use the Not For Resale Software solely for Licensee to demonstrate and conduct training sessions regarding the features and functionality of the Not For Resale Software to third parties. Licensee’s rights with respect to the Not For Resale Software are further limited as described in Section 3.4.3.
3.4.3 Limitations. Adobe reserves the right to terminate Licensee’s license to the Not For Resale Software at any time in its sole discretion. Licensee agrees to return or destroy Licensee’s copy of the Not For Resale Software upon termination of this Agreement for any reason. Licensee shall not be entitled to any upgrades for the Not For Resale Software; provided, however, Licensee may install and use any free publicly available hot fixes and maintenance releases. To the extent that any provision in this Section 3.4 is in conflict with any other term or condition in this Agreement, this Section 3.4 shall supersede such other term(s) and condition(s) with respect to the Not For Resale Software, but only to the extent necessary to resolve the conflict. LICENSEE ACKNOWLEDGES THAT THE NOT FOR RESALE SOFTWARE MAY (a) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (b) HAVE OTHER LIMITATIONS NOT PRESENT IN PRODUCTION SOFTWARE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, THE NOT FOR RESALE SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN “AS IS” BASIS. SEE SECTIONS 8 AND 9 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN NOT FOR RESALE SOFTWARE.
3.5 Outsourcing. Licensee may sub-license use of the Software to a third party outsourcing or facilities management contractor to operate the Software on Licensee’s behalf, provided that (a) Licensee provides Adobe with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and fully complies with the terms of this Agreement and the License Metrics as they relate to the use of the Software on the same basis as applies to Licensee; (c) such use is only in relation to Licensee’s direct beneficial business purposes as restricted herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided in the License Metrics; and (e) Licensee shall remain fully liable for any and all acts or omissions by the contractor related to this Agreement.
3.6 Recording of Content and Usage Data. Subject to the terms and conditions of this Agreement, the Software may facilitate Licensee’s ability to record and store (a) data regarding the use by Authorized Users of the Software; and (b) content generated and created by Licensee and Authorized Users. It is the sole responsibility of Licensee to ensure that the appropriate permissions are obtained from the owners of such data or content before recording and storing any such data or content.
3.7 Online Services.
3.7.1 The Software may cause your computer, without additional notice, to automatically connect to the Internet and to communicate with an Adobe server for purposes of providing Licensee with additional features and functionality (e.g., usage reporting). Whenever the Software makes an Internet connection and communicates wtih an Adobe server, the Adobe Privacy Policy (xxxx://xxx.xxxxx.xxx/xx/xxxxxxx) shall apply.
3.7.2 The Software may facilitate Licensee’s access to APIs, hosted services, or websites maintained by Adobe or its affiliates or third parties offering services (e.g., usage reporting services) (“Online Services”). Licensee’s access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services, for example, the Terms of Use located at xxxx://xxx.xxxxx.xxx/xx/xxxxx. Adobe may at any time, for any reason, modify or discontinue the availability of any website and Online Services.
3.7.3 Adobe does not control, endorse, or accept responsibility for websites or Online Services offered by third parties. Any dealings between Licensee and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Licensee and such third party.
3.7.4 EXCEPT AS EXPRESSLY AGREED BY ADOBE OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, LICENSEE’S USE OF WEBSITES AND ONLINE SERVICES IS AT LICENSEE’S OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 8 AND 9.
3.8 Instant Messaging Solutions.
3.8.1 The Software may enable Licensee to interoperate the Software with instant messaging software solutions provided by third parties (“IM Servers”). Such interoperability does not guarantee continuous connectivity of the Software to the IM Servers for the purpose of instant messaging communications (“Presence Federation”). Adobe does not guarantee the continued uptime of the Presence Federation, which may be temporarily or permanently impaired by events such as protocol changes. Adobe does not control, endorse, or accept responsibility for the IM Servers or the Presence Federation. Any dealings between Licensee and any third party in connection with an IM Server or Presence Federation, including delivery of and payment for goods and services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Licensee and such third party. Licensee is solely responsible for the configuration and use of the Presence Federation. Both Adobe and third party vendors of the IM Servers may terminate the Presence Federation at any time, with or without reason or advance notice and without any liability to Licensee. Such termination does not entitle Licensee to any claim, substitute, or compensation of any kind.
3.8.2 EXCEPT AS EXPRESSLY AGREED BY ADOBE OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, LICENSEE’S USE OF THE IM SERVERS AND PRESENCE FEDERATION IS AT LICENSEE’S OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 8 AND 9.
3.9 Video Conferencing.
3.9.1 The Software may enable Licensee to connect the Software to Licensee’s audio or video conferencing infrastructure. LICENSEE’S CONNECTION OF THE SOFTWARE TO LICENSEE’S AUDIO OR VIDEO CONFERENCING INFRASTRUCTURE IS AT LICENSEE’S OWN RISK. ADOBE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF OR DAMAGE TO LICENSEE’S AUDIO OR VIDEO INFRASTRUCTURE AS A RESULT OF SUCH CONNECTION, AND THE WARRANTY DISCLAIMERS AND LIAIBLITY LIMITATIONS OF SECTIONS 8 AND 9 HEREIN SHALL APPLY TO SUCH CONNECTION.
4. Delivery.
The Software may be delivered via electronic delivery or via a tangible medium, such as a CD, and if applicable, the Software may be supplied with a valid serial number and/or License Key (as defined below).
5. Intellectual Property Rights.
The Software and Documentation and any copies that Licensee is authorized by Adobe to make thereof are the intellectual property of and are owned by Adobe and its suppliers. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Adobe and its suppliers. The Software and Documentation are protected by copyright, including without limitation by United States Copyright Law, international treaty provisions, and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property rights in the Software and Documentation and all rights not expressly granted are reserved by Adobe.
6. Confidentiality.
Any license key, activation code, or similar installation, access, or usage control codes (“License Key”) provided by Adobe to Licensee is considered the confidential information of Adobe, and Licensee must hold such License Key in strict confidence. If Licensee is an entity, Licensee may provide License Key access to persons solely in accordance with the License Metrics. Licensee may not disclose License Keys to any third party, except as reasonably necessary to have a third party provide the services to Licensee as set forth in Section 3.5.
7. Updates.
If the Software is an upgrade or update to a previous version of the Software, Licensee must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to Licensee subject to the terms of this Agreement on a license exchange basis. Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee’s right to use any previous version of the Software. As an exception, Licensee may continue to use previous versions of the Software after Licensee obtains the upgrade or update but only for a reasonable period of time to assist Licensee in the transition to the upgrade or update, and further provided that such simultaneous use shall not be deemed to increase the number of copies, licensed amounts, or scope of use granted to Licensee hereunder. Upgrades and updates may be licensed to Licensee by Adobe with additional or different terms.
8. WARRANTY.
8.1 Warranty. Adobe warrants to Licensee that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following shipment of the Software when used on the recommended operating system, platform, and hardware configuration as specified in the Documentation. This
limited warranty does not apply to Trial Versions and Not For Resale Software. All warranty claims must be made within such ninety (90) day period. If the Software does not perform as warranted above, the entire liability of Adobe and Licensee’s exclusive remedy shall be limited to either, at Adobe’s option, the replacement of the Software or the refund of the license fee paid to Adobe for the Software whereupon the license to such software shall automatically terminate.
8.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE’S, ITS AFFILIATES’, OR ITS SUPPLIERS’ BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND 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 IN LICENSEE’S jURISDICTION, ADOBE, ITS AFFILIATES, AND ITS SUPPLIERS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING PERFORMANCE, SECURITY, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENjOYMENT, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY.
EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INjURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S jURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this
Agreement limits Adobe’s liability to Licensee in the event of death or personal injury resulting from Adobe’s negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding, and limiting obligations, warranties, and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Adobe’s Customer Support Department.
10. Governing Law.
This Agreement, each transaction entered into hereunder, and all matters arising from or related to this Agreement (including its validity and interpretation), will be governed and enforced by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Software is obtained when Licensee is in the United States, Canada, or Mexico; or (b) japan, if a license to the Software is obtained when Licensee is in japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is obtained when Licensee is in any other jurisdiction not described above. The respective courts of Santa Xxxxx Xxxxxx, California, when California law applies, Tokyo District Court in japan, when japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
11. General Provisions.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. Notice to U.S. Government End Users.
Adobe agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this Agreement.
13. Compliance with Licenses.
Adobe may, at its expense, and no more than once every twelve (12) months, appoint its own personnel or an independent third party to verify the number of copies and installations as well as usage of the Software in use by Licensee. Any such verification shall be conducted upon seven (7) business days’ prior notice, during regular business hours at Licensee’s offices and shall not unreasonably interfere with Licensee’s business activities. Both Adobe and its auditors shall execute a commercially reasonable non-disclosure agreement with Licensee before proceeding with the verification. If such verification shows that Licensee is using a greater number of copies of the Software than that legitimately licensed, exceeding the License Metrics, or is deploying or using the Software in any way not permitted under this Agreement and which would require additional license fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date, with such underpaid fees being the license fees as per Adobe’s then-current, country specific, license fee list. If underpaid fees are in excess of five percent (5%) of the value of the fees paid under this Agreement, or the fees specified in the applicable License Metrics document, then Licensee shall pay such underpaid fees and Adobe’s reasonable costs of conducting the verification.
14. Third-Party Beneficiary.
Licensee acknowledges and agrees that Adobe’s licensors are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of such licensors and/or Adobe.
15. Specific Provisions and Exceptions.
This Section 15 sets forth specific provisions related to certain components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this Section 15 is in conflict with any other term or condition in this agreement, this Section 15 will supersede such other term or condition.
15.1 Limited Warranty for Users Residing in Germany or Austria. If Licensee obtained the Software directly from Adobe in Germany or Austria, then Section 8 does not apply. Instead, Adobe warrants that the Software substantially provides the functionalities set forth in the Documentation and will at its own discretion correct defects of the Software by repair or replacement within a warranty period of one (1) year following receipt of the Software if Licensee is a business user or two (2) years if Licensee is a private consumer. If Adobe fails to correct a defect, Licensee is entitled to reduce the purchase price or cancel the Agreement. This warranty does not apply to Software provided to Licensee free of charge.
15.2 Limitation of Liability for Users Residing in Germany and Austria. If Licensee obtained the Software directly from Adobe in Germany or Austria, then Section 9 does not apply. Instead, Adobe is fully liable for guaranteed
qualities, for physical or personal injury as well as for intent and gross negligence. In cases of slightly negligent breaches of material contractual obligations, Adobe is liable only for typically foreseeable damages. Liability under the German Product Liability Act remains unaffected. Any other liability for damages or reimbursement of expenses is excluded.
16. Third Party Software.
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxx.xxx/xx/xxxxxxxxxx (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.
17. Term and Termination.
This Agreement shall remain in effect until any material breach of this Agreement by Licensee occurs, upon which this Agreement shall automatically terminate. Upon termination of this Agreement for any reason, Licensee shall discontinue use of the Software and shall destroy the Software, Documentation, and all copies thereto. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following Sections shall survive termination of this Agreement: 1 (Definitions), 3.7.3 and 3.7.4 (Online Services),
3.8.2 (Instant Messaging Solutions), 8.2 (Disclaimer), 9 (Limitation of Liability), 10 (Governing Law), 11 (General Provisions), 12 (Notice to U.S. Government End Users), 15 (Specific Provisions and Exceptions), and 17 (Term and Termination).
If Licensee has any questions regarding this agreement or if Licensee wishes to request any information from Adobe please use the address and contact information included with this product to contact the Adobe office serving Licensee’s jurisdiction.
Adobe, the Adobe logo, and Connect are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.
Connect_OnPrem-en_US-20120427_1544
Od: Xxxxxxxxx Xxxxxxxxx xxxxxxxxx@xxxxxxxxxxxx.xx
Předmět: Re: potvrzení objednávky adobe connect UK
Datum: 18. března 2020 19:30
Komu: Xxxxxxx Xxxx xxxx.xxxxxxx@xxx.xxxx.xx
Dobrý den,
akceptuji objednávku č. 950900/2020/30.
S pozdravem, Xxxxxxxxx Xxxxxxxxx Digital Media s.r.o.
Hamerska 000/0, 000 00 Xxxxxxx, Xxxxx Xxxxxxxx Tel.: (x000) 000 000 000, fax: (x000) 000 000 000
GSM: (x000) 000 000 000