1. Fees. Customer shall pay Adobe the fees for the services in the amounts set forth in the signed agreement describing the packaged services (the "Services").
2. Ownership and Licenses. Customer agrees that all intellectual property rights, including all copyrights, patents, trademarks, service marks and trade secrets, in and to the services and any deliverables provided by Adobe are solely the property of Adobe or its licensors, and that any confidential or proprietary information relating to the Services or deliverables shall be deemed Adobe confidential information, which shall not be disclosed to any third party. Customer may not remove, alter or obscure any copyright or other proprietary rights notices marked on any part of the deliverables. Commencing at the time Adobe receives full and final payment for the Services, Adobe grants to Customer a non-exclusive, non-transferable, non-sublicenseable license to internally use the deliverables. If Customer participates in the creation or development of any deliverables, Customer expressly waives, and hereby assigns to Adobe, any and all right title and interest, including any and all intellectual property rights that Customer may acquire in, the deliverables, except for the licenses expressly granted hereunder and any pre-existing intellectual property belonging to Customer.
3. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL ADOBE BE LIABLE TO CUSTOMER, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL ADOBE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID BY CUSTOMER TO ADOBE IN CONNECTION WITH THIS ENGAGEMENT.
4. Warranty. Adobe will perform the Services in a professional and workmanlike manner. WITH RESPECT TO THE FORMS AND/OR DEVELOPED SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY ADOBE HEREUNDER, TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION ARE ADOBE'S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, UNDERTAKINGS OR TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE AND/OR LACK OF WORKMANLIKE EFFORT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE FORMS AND/OR DEVELOPED SOFTWARE, WHICH IS NOT CONTAINED IN THESE TERMS, SHALL BE BINDING ON ADOBE. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ADOBE DOES NOT WARRANT AGAINST ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY SOFTWARE. THIS LIMITATION SHALL ALSO APPLY TO PROTECT ADOBE'S LICENSORS.
(a) The parties to these terms are independent contractors. Neither party has the authority to bind the other or incur any obligation on behalf of the other.
(b) Neither party may assign any of its rights under this SOW to any third party without the other party's prior written consent.
(c) These terms shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of law and that body of law applicable to choice of law.
(d) Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of any cause beyond the reasonable control of such party.
(e) Neither party's right to require performance of the other party's obligations hereunder shall be affected by any previous waiver, forbearance or course of dealing, unless or only to the extent of any waiver given in writing. Failure or delay by either party to exercise any of its rights, powers or remedies hereunder shall not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.
(f) These terms and the signed agreement that references them constitutes the entire agreement between the parties pertaining to the subject matter described in the signed agreement, and supersedes all oral or written prior statements, representations, discussions, and negotiations. No provisions in any purchase orders, or in any other business forms employed by or on behalf of either party in connection with the matters contemplated by the signed agreement will modify the terms hereof, and no supplement or amendment of the signed agreement shall be binding, unless executed in writing by both parties and specifically referencing the supplementing or amendment of the signed agreement. Any provision of the signed agreement or these terms and conditions found to be illegal or unenforceable shall be deemed severed, and the balance of the signed agreement and these terms shall remain in full force and effect
(g) Customer consents to publication of its name by Adobe as an end user of the Adobe software and/or services.
(h) The parties' execution of the agreement that references these terms by URL shall constitute agreement to these terms and conditions.