HomeMy WebLinkAbout20160710.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR ADOBE CONNECT
MAINTENANCE AND AUTHORIZE CHAIR TO SIGN - CARAHSOFT TECHNOLOGY
CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Professional Services
for Adobe Connect Maintenance between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Department of Information
Technology, and Carahsoft Technology Corporation, commencing March 4, 2016, and ending
March 3, 2017, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Professional Services for Adobe Connect Maintenance
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Information Technology, and
Carahsoft Technology Corporation, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 24th day of February, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD
COUNTY, COLORADO
ATTEST. X141
G• �1.� Mike Freeman, Chair
Weld County Clerk to the Board
^ /� Sean_ Conway, Pro-Tem
BY: Ill__L 0 ��
D Oty Clerk to the oard �' zdt„--
IELbN lie A. Cozad
AP D Arer— RM: ` 41-1'... : 'USED
" . rbara Kirkmeyer
o my Attorney
/ ail, ,/► Steve Moreno
Date of signature: 3(9
2016-0710
CC: 1J-111÷
{ 3'�g IT0005
C,0a+ro.d ib & D
MEMORANDUM
TO: Esther Gesick, Clerk to the Board Feb 24, 2016
FROM: Ryan Rose, Chief Information Officer
c o u T Y SUBJECT: Carahsoft Adobe Connect Maintenance
Carahsoft, Inc. provides licenses and support for the Adobe Connect software that
is used by Weld County's Sheriffs Office, Human Services, and Human Resources
departments for trainings and presentations. This agreement is to renew their
annual support. This agreement is in effect through 3/3/2017. The requested cost
is $18,181.18 annually.
We ask that the BOCC approve the contract agreement as submitted.
1
2016-0710
WELD COUNTY AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY&CARAHSOFT
ADOBE CONNECT MAINTENANCE
THIS AGREEMENT is made and entered into this 4th day of March,2016,by and between the County of Weld,a
body corporate and politic of the State of Colorado,by and through its Board of County Commissioners,whose address is
1 150"O" Street, Greeley, Colorado 80631 hereinafter referred to as"County,"and CARAHSOFT who whose address is
1860 Michael Faraday Drive,Suite 100,Reston Virginia 20190,hereinafter referred to as"Contractor".
WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform
services as more particularly set forth below;and
WHEREAS,Contract Professional has the ability,qualifications,and time available to timely perform the services,
and is willing to perform the services according to the terms of this Agreement.
WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill,
expertise,and experience necessary to provide the services as set forth below;
NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,the parties hereto
agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A which
forms an integral part of this Agreement.Exhibit A is specifically incorporated herein by this reference.
2. Service or Work. Contractor agrees to procure the materials,equipment and/or products necessary for the Project and
agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Project
described in Exhibit A.
3.Term.The term of this Agreement begins upon the date of the execution of this Agreement by County,and shall continue
through and until Contractor's completion of the responsibilities described in Exhibits A. This contract may be extended
annually upon written agreement of both parties.
4. Termination. County has the right to terminate this Agreement,with or without cause on thirty(30)days written notice.
Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the
Agreement.
5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both
parties.No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by County for such additional services.
6. Compensation/Contract Amount. County agrees to pay an amount no greater than$18,181.18,which is the amount
set forth in Exhibit A. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to
the terms of this Agreement.
7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers,agents
or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the
execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor.Contractor shall
be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement.
Contractor,its employees and agents are not entitled to unemployment insurance or workers'compensation benefits through
County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular
reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of
this Project without County's prior written consent,which may be withheld in County's sole discretion.
•
9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall
become or remain(as applicable),the property of County.
10. Confidentiality. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees
not to sell,assign, distribute, or disclose any such confidential information to any other person or entity without seeking
written permission from the County. Contractor agrees to advise its employees,agents,and consultants,of the confidential
and proprietary nature of this confidential information and of the restrictions imposed by this agreement.
11. Warranty, Contractor warrants that the services performed under this Agreement will be performed in a manner
consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents
and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner,
consistent with industry standards,and that all services will conform to applicable specifications.
12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed
to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor.
Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a
waiver of any of the County's rights under this Agreement or under the law generally.
13. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees,
from and against injury,loss damage,liability,suits,actions,or claims of any type or character arising out of the work done
in fulfillment of the terms of this Contract or on account of any act,claim or amount arising or recovered under workers'
compensation law or arising out of the failure of the Contractor to conform to any statutes,ordinances,regulation, law or
court decree.
14. Non-Assignment.Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder,
without the prior written approval of County.
15. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or
otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable
control, including but not limited to Acts of God, fires,strikes,war, flood,earthquakes or Governmental actions.
16. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws,rules and regulations
in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment
practices.
17. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or
persons to perform services of the same or similar nature.
18. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein,
contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiations,representations,and understandings or agreements with respect to the subject
matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed
by both parties.
19. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds
for that purpose being appropriated,budgeted and otherwise made available. Execution of this Agreement by County does
not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year.
20. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a
court of competent jurisdiction,this Agreement shall be construed and enforced without such provision, to the extent that
this Agreement is then capable of execution within the original intent of the parties.
21. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver,express
or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental
Immunity Act§§24-10-101 et seq.,as applicable now or hereafter amended.
22. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions
of this Agreement,and all rights of action relating to such enforcement,shall be strictly reserved to the undersigned parties
and nothing in this Agreement shall give or allow ally claim or right of action whatsoever by any other person not included
in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties
receiving services or benefits under this Agreement shall be an incidental beneficiary only.
23. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been
approved by the Board of County Commissioners of Weld County,Colorado or its designee.
24. Choice of Law/Jurisdiction.Colorado law,and rules and regulations established pursuant thereto,shall be applied in
the interpretation,execution,and enforcement of this Agreement. Any provision included or incorporated herein by
reference which conflicts with said laws,rules and/or regulations shall be null and void.In the event of a legal dispute
between the parties,Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said
dispute.
25. Acknowledgment.County and Contractor acknowledge that each has read this Agreement,understands it and agrees
to be bound by its terms.Both parties further agree that this Agreement,with the attached Exhibit A is the complete and
exclusive statement of agreement between the parties and supersedes all proposals or prior agreements,oral or written,and
any other communications between the parties relating to the subject matter of this Agreement.
IN WITNESS WHEREOF,the parties hereto have signed this Agreement this 17th day of February,2016.
CONTRACTOR:
Carahsoft Technology Corp
By: CrALK,1 Ba Date 2-12-16
Name: Eden Lord
Title: Contracts Manager
WELD COUNTY: Cy( j.
ATTEST: C/ v• r BOARD OF COUNTY COMMISSIONERS
Weld Co y Clerk to the Board WELD COUNTY,COLORADO
BY:
Deputy Cler o the Board 400. sC+ fl G. %`Mike Freeman,Chair,, 1r°1L.® FEB 2 4 2016
sWr'a
tit ��
020/4-e)7/e)
Appendix A
GOVERNMENT- PRICE QUOTATION
•
FAVI ADOBE GOVERNMENT at CARAHSOFT carahsoftm
Adobe
TO: Teri Rogers FROM: Page Tomey
Consultant Adobe Government at Carahsoft
Weld County/ACS 1880 Michael Faraday Drive
1401 N.17th Avenue Suite 100
PO Box 758 Reston,Virginia 20190
Greeley,CO 80631
EMAIL: trogers@co.weid.co.us EMAIL: page.tomeyaarahsof.com
PHONE: (970)304-6570 FAX: PHONE: (703)230-7586 FAX: (703)871-8505
TERMS: FTIN:52-2189693 QUOTE NO: 7270279
Shipping Point:FOB Destination QUOTE DATE: 12/29/2015
Credit Cards:VISA/MisterCard/AMEX QUOTE EXPIRES 01128/2010
Remit To:Same as Above RFQ NO:
Payment Terms:Net 30(On Approved Credit)
Cage Code:1P3C5 SHIPPING: GROUND
DUNS No:088385787 TOTAL PRICE: $18,181.18
Business Size:Small
Sales Tax May Apply
TOTAL QUOTE: $18,181.18
LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE
1 2R1-6170-9P Adobe Connect 9 Server Licensed Platinum $13,179.97 1 $13,179.97
Maintenance and Support Subscription
Renewal-12 Months(20%of License+
Renewal Uplift)
This is M&S on:1 Comm Server,1 Edge
Server,20 CC Learners,1 CC Meeting User
(On 6th Term)
-10005705J2
Start Date:03/04/2016
End Date:03/03/2017
2 2R1-6170-9P Adobe Connect 9 Server Licensed Platinum $2,740.21 1 $2,740.21
Maintenance and Support Subscription
Renewal-12 Months(20%of License+
Renewal Uplift)
This is MSS on:Events Module&15 CC
Learners
(On 5th Term)
-10005705J2
Start Date:03/04/2016
End Date:03103/2017
3 2R4-8178-11 Adobe Presenter Licensed 11 Platinum Annual $112,33 $113.05 20 $2,281.00
Maintenance and Support Renewal-12
months-8th Term
•10000971J2
Start Date:03/04/2016
End Date:03/03/2017
SUBTOTAL: $18,181.18
TOTAL PRICE: $18,181.18
TOTAL QUOTE $18,181.18
CONFIDENTIAL QUOTE DATE: 12/29/2015
PAGE 1 of 2 QUOTE NO: 7270279
FO.
GOVERNMENT- PRICE QUOTATION
ADOBE GOVERNMENT at CARAHSOFT carahsoft.
Adobe
LINE NO. PART NO DESCRIPTION UST PRICE QUOTE PRICE QTY EXTENDED PRICE
This is MSS on:
2 Servers
36 Concurrent Learners
10 Concurrent User
1 Events Module
20 Presenter
AN uss of the Licensed Products and associated maintenance and support('support")specified above shell be governed by the appllcabl.
Adobe Enterprise Licensing Teens which are available at http:11www.adob..comll.gWtsrms/enterprise licensing.htsJ("Licensing Terms"and
"Support Terms").Support policies can be found on Adobe's wabel%at httpJlwww.adobe,comhupport/programs/palkiw/brwrs_customer htmL
CONFIDENTIAL QUOTE DATE 12/29/2015
PAGE 2 of I QUOTE NO: 7270279
•Adobe-Support Plans: Policies:Terms&Conditions Page of 4
Platinum Support Service Agreement("Support Agreement")
The following sets forth the terms and conditions for the provision of maintenance for Adobe software licensed by
Customer and support services("Support Services")under the Adobe Platinum Maintenance and Support
Program:
1. Platinum Support.
Platinum Support is not available for all Adobe software titles.The Adobe software for which Platinum
Support is available is listed on:
www.adobe.com/support/products/entefpriseleolfindex.html
If Customer subscribes for Support Services,and pays the Annual Support Fee Adobe shall provide the
following Support Services:
a. Adobe will provide Customer technical support only to a maximum of four(4)named Customer
technical support contacts("Customer's Technical Support Contacts").
b. Adobe will provide prioritized,toil-free Support Services for the Software to be accessed by
Customer's Technical Support Contacts between the hours of 07.00 and 20.00 Eastern Time
Monday through Friday(excluding holidays)via telephone,facsimile,e-mail and Adobe's web
site for all non-critical issues.Adobe will provide prioritized toll free Support Services for critical
issues 24 hours a day,7 days a week.Priority definitions are available at
hitp://www.adobe.com/support/programs/policies/sla.html.
c. Adobe will provide code corrections 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 reasonable
efforts to diagnose the problem and if it is mutually determined by Customer and Adobe that
the problem represents an error in the Software that causes it to not to operate in substantial
conformity with applicable documentation,Adobe will use commercially reasonable efforts to
provide a fix release to Customer.In addition,Adobe may,at its sole discretion and from time
to time,make fix releases generally available to users of the Software.
d. Adobe shall provide to Customer,at no additional charge,all upgrades for the Software to
make the Software current,provided that Adobe's obligations under this Section 1(d)with
respect to each major version(defined by a x.0 version number)of a specific Software product
shall continue for a maximum of five(5)years(or seven(7)years if Customer also orders
extended support)after the first commercial release of that major version of that Software
product.If Customer requires an upgrade from a major version of a particular Software product
that was first commercially released more than five(5)years(or more than seven(7)years if
Customer also orders extended support)earlier,additional fees may apply. "Upgrades"mean
those versions of the Software products that Adobe,at its discretion,deems to be logical
improvements or extensions to the Software products 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 a third digit reteitees(ea,A.2.217(41:3)are not_cortsidered_upgrades for_the_purposes_._ _.
of this Agreement, but rather they are considered as fix releases which must be requested by
Customer.Fix releases provided to Customer pursuant to this Support Agreement will only be
for the current version of each Software product.
e. Customer shall have unlimited secure access to Adobe's on-line support facility on Adobe's
web site at"www.adobe.com."
f. Customer shall have access to Adobe's eSupport services via remote computer access.
Should Customer choose to access such services,Customer hereby grants permission to
http://www.adobe.com/support/programs/policies/terms_customer.html 3/17/2009
Adobe-Support Plans : Policies :Terms&Conditions Page 2 of 4
Adobe to remotely access the Software from an external computer controlled by Adobe,
including any and all of Customer's systems on which the Software 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.
2. Software License.The Software is licensed to Customer for use subject to all the terms and conditions
of the End User License Agreement("EULA")which is part of the electronic installer for the Software,
unless Customer has a written license agreement with Adobe in which case such agreement shall
govern use of the Software.Customer agrees and acknowledges that any and all new or upgraded
copies of the complete Software provided hereunder are for replacement of the copies of the Software
previously licensed to Customer and are not provided as additional copies. Copies of the Software that
are replaced must be destroyed. Nothing in this Service Agreement shall be construed as increasing
the number of copies of the Software licensed to Customer.
3. Annual Support Feef Initial Term and Renewals.
a. Initial Term. The initial term for Support Services is(1)year,unless otherwise stated. Adobe
will provide Customer with a renewal reminder in advance of expiration of the then-current term
for Support Services,so that Customer can order a further one year period for Support
Services. Upon receiving Customer's order Adobe shall invoice Customer for the next renewal
term to Customer.
b. Renewals. If Customer elects to renew Support Services for any Commercial Adobe Software
licensed hereunder(which for purposes of this section means software products listed on
Adobe's FLP product list),provided that version of software then held by Customer has not
been end-of-lifed,the term"Annual Support Fee"as used in this Support Agreement means,(0
for the Initial Term,the Annual Support Fee established at time of first purchase,(ii)for the first
renewal term,if so renewed,the Annual Support Fee increased by six percent(6%),(iii)for the
second through the fourth renewal terms,if so renewed,the Annual Support Fee for
immediately preceding renewal term increased by six percent(6%),(iv)and for the fifth and
subsequent renewal term(s),the lesser of 20%of the then-current List Price for the software or
the Annual Support Fee for the Immediately preceding renewal term increased by the
applicable Consumer Price Index(CPI)",for the 12-month period preceding the renewal date.
c. Extended Support. If version of software held by Customer at time of renewal has been end-
of-lifed during the next renewal term,Customer may renew to Extended Support,provided that
Extended Support is available for such software version. Information about Software that has
been or soon will be end-of-lifed and Extended Support availability dates by product version
are published at w'Mw.adcbg com/si pporh If Customerelects topurchase ExtendedSupport,
��r..... u e:�d
the Annual Support Fee shall be twenty-five(25%)percent of the license fee paid for the
Software(if such fee cannot be established,the percentage would be based on the then-
current list price of the license fee for the Software),however in no event shall the amount be
less than the last renewal prior to renewing under Extended Support.
If extended support is renewed,the renewal fee would be the Annual Support Fee paid for the
prior year increased by the applicable Consumer Price Index(CPI)*,for the 12-month period
preceding the renewal date.Should Customer upgrade to the next major version of the
Software(e.g., upgrade from 4.0 to 5.0),the Annual Support Fee for the upgraded version shall
be the lesser of twenty percent(20%)of the then current list price of the license fee for such
upgraded version,or the Annual Support Fee for the last renewal prior to renewing under
Extended Support Increased by the applicable Consumer Price Index(CPI)*,for the 12-month
period preceding the renewal date.
*for the USA and Mexico,CPI is as published by the United States Department of Labor,
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• Adobe-Support Plans : Policies :Terms&Conditions Page 3 of 4
Bureau of Labor Statistics. For Canada,CPI is as published by the Bank of Canada
4. Right to Discontinue or Modify Services.Customer acknowledges that Adobe has the right to
discontinue the manufacture and development of any of the Software and the support for that Software,
including the distribution of older Software versions,at any time in its sole discretion, provided that
Adobe agrees not to discontinue the support for that Software during the current annual term of this
Agreement, subject to the termination provisions herein.Support Services shall not automatically renew
if Adobe discontinues Support Services for all of the Software covered by this Support Agreement.
Notwithstanding the foregoing,if Adobe discontinues the manufacture and support for a particular piece
of Software,Support Services for any remaining Software covered by this Support Agreement shall not
be adversely affected.Adobe reserves the right to alter the Support Services,from time to time,using
reasonable discretion but in no event shall such alterations result in:(a)diminished support from the
level of support set forth herein;(b)materially diminished obligations for Adobe;or(c)materially
diminished rights of Customer.Adobe shall provide Customer with sixty(60)days prior written notice of
any material changes to the Support Services contemplated herein.
5. Limitation of Liability.ADOBE DOES NOT GUARANTEE,REPRESENT OR WARRANT
CONSULTATION RESULTS,IDENTIFICATION OF ALL VIRUSES,OR THAT ALL ERRORS AND
BUGS WILL BE CORRECTED.IN NO EVENT SHALL ADOBE'S OR ADOBE'S LICENSORS'TOTAL
CUMULATIVE LIABILITY TO CUSTOMER(FROM ALL CAUSES OF ACTION OF ANY KIND,
INCLUDING CONTRACT,TORT OR OTHERWISE)ARISING OUT OF OR RELATED TO THE
SUPPORT SERVICES PROVIDED UNDER THIS SUPPORT AGREEMENT EXCEED THE AMOUNT
ACTUALLY PAID BY CUSTOMER TO ADOBE FOR THE SUPPORT SERVICES IN THE SUPPORT
TERM IN WHICH SUCH LIABILITY AROSE.
6. Service Requests. The priority or severity of the Service Request(which consists of the error or
question reported to Adobe by one of Customer's Technical Support Contacts based on a material
failure of the Adobe Software to conform to the published product specifications)will be established
based on Adobe's published Case Priority definitions which are currently available online at
http:/twww.adobe.com/support/programs(the"Support Site").
Adobe shall undertake reasonable efforts to;a)Acknowledge receipt of a Service Request from a
Technical Support Contact within the time allotted("Response Time").This will generally be via the
same medium of communication by which the Service Request was reported;b)Provide a short status
report to Customer within a reasonable time;c)Solve the Service Request by providing a remedy that
could take the form of eliminating the defect,providing updates,or demonstrating how to avoid the
effects of the defect with reasonable commercial effort. The remedy may also include error corrections,
patches, bug fixes,workarounds(i.e.temporary solutions used to complete a task that would not
otherwise be possible due to a problem or limitation in the affected Adobe Software Product),
replacement deliveries or any other type of software or documentation corrections or
modifications.Each party acknowledges that despite a party's reasonable efforts, not all problems may
be solvable.
Processing time for Adobe starts from the date and time when Adobe Enterprise Support acknowledges
receipt of a Service Request.If the Service Request cannot be solved within a commercially reasonable
timeframe,the Service Request may be escalated within the Adobe Enterprise Support organization.
7. Proprietary Rights.The Software is licensed,not sold.All intellectual property rights,including all
copyrights and patent rights,in and to the Software shall,at all times,remain with Adobe or Its
licensors.Adobe and its licensors reserve all rights not expressly granted to Customer.Physical copies
of the Software remain the property of Adobe.Customer must fully reproduce any copyright or other
notice marked on any part of the Software on all authorized copies and must not alter or remove any
such copyright or other notice.
8. Termination. Support Services may be terminated by Adobe for:failure of Customer to pay for
Support Services;abusive or fraudulent use of Support Services by Customer;or for Breach.of License_
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Adobe-Support Plans : Policies :Terms&Conditions Page 4 of 4
c of Proprietary Rights.If Adobe terminates the Support Services as a result of a breach of License,or
of Proprietary Rights,Customer shall immediately cease use of the Software,delete the Software from
all computer systems on which it resides,and return to Adobe any media containing the Software as
well as any related materials. Sections 2.5,7 and 8 shall survive expiry or termination of this
Agreement. When Support Services expire,Customer shall have continued use of Software it received
4lndter lihl$Agreement,stlblect to the continued adherence to the terms and conditions of this
Agreement and/or the relevant license agreement with Adobe.
9. General.This Support Agreement may not be assigned by Customer.Any assignment in violation of
the foregoing shall be null and void.This Support Agreement supersede all other written and oral
proposals,purchase orders,prior agreements,and other communications between Customer and
Adobe conceming 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)this Support Agreement 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)this Support Agreement 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 this Support Agreement.If any action at
law or in equity is necessary to enforce the terms of this Support Agreement,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. Nonperformance of either party shall be excused to the extent
that performance is rendered impossible by fire,flood,earthquake,governmental acts or orders or
restrictions,or any other reason where failure to perform is beyond the control and not caused by the
negligence of the non-performing party.
http://www.adobe.corn/support/programs/policies/terms_customer.html 3/17/2009
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