THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14 (DISPUTE RESOLUTION, CLASS ACTION WAIVER, ARBITRATION AGREEMENT) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS (AS DEFINED BELOW), INCLUDING THE MANDATORY ARBITRATION PROVISION (IF YOU HAVE NOT OPTED OUT AS ALLOWED HEREIN) AND CLASS ACTION WAIVER, PLEASE DO NOT USE THE SERVICES OR SOFTWARE.
BY USING THE SERVICES OR THE SOFTWARE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THE TERMS OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THE TERMS.
You must be 13 or older to register for an individual Adobe ID. Schools that participate in the primary and secondary education named user offering may issue a child under 13 an enterprise-level Adobe ID, consistent with the K-12 (Primary and Secondary) and Higher Education Additional Terms for Student Data.
1. Your Agreement with Adobe.
1.1 Choice of Law and Contracting Entity. If you reside in North America (inclusive of the United States, Canada, Mexico, United States territories and possessions and United States military bases, wherever located), your relationship is with Adobe Inc., a United States company and the Terms are governed by, and construed and interpreted in accordance with, the laws of the State of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules. If you reside outside of North America, your relationship is with Adobe Systems Software Ireland Limited and the Terms are governed by, and construed and interpreted in accordance with, the laws of Ireland, unless preempted by local law. For customers in Australia, Adobe Systems Software Ireland Limited is acting as an authorised agent of Adobe Systems Pty Ltd. and is entering into this contract in its capacity as agent for Adobe Systems Pty Ltd. You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law. For purposes of the Terms, “Adobe,” “us,” “we” and “our” mean either Adobe Inc., Adobe Systems Software Ireland Limited or Adobe Systems Pty Ltd., as applicable.
1.2 Additional Terms. Our Services and Software are licensed, not sold, to you and also may be subject to one or more of the additional terms below (“Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to those Services or Software. The Additional Terms are subject to change as described in section 1.5 (Updates to Terms) below.
1.4 Business Email Domains. As a Personal User or a Business User, you may create an Adobe account using an email address provided or assigned to you by a Business (such as your work email address). If the Business establishes a direct relationship with us, they may want to add your account to such relationship. If this happens, the Business may, with prior notice from the Business or us, roll your account into the Business’s account. This means the Business may (A) access the account; (B) take control over the account and any Content therein whether stored, uploaded or imported before or after the date the Terms were last updated; and (C) recommend any non-Business Content associated with such account to be moved to a new account that utilises an email address not associated with such Business. You, as a Personal User with an Adobe account assigned to a Business or a Business User, also acknowledge that Adobe may provide your personal information to such Business (including, for clarity, sharing your information with an administrator of your Business), such as your name, email address and Entitlement information. If you do not want a Business to access, use, remove, retain or control an account or profile, then do not use a Business email address with that account. Information regarding Content storage and access and how you may change the email address associated with your account may be found here. Adobe may share information about the Business, such as name and email address of the administrator, to a Business User.
1.5 Updates to Terms. We may make changes to the Terms from time to time and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. Any such changes will not apply to any dispute between you and Adobe arising prior to the date on which we posted the revised Terms incorporating such changes or when the Terms otherwise become effective. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately and your continued use of our Services and Software confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software and, if applicable, cancel your subscription.
2.2 Our Access to Your Content. We will only access, view or listen to your Content (defined in section 4.1 (Content) below) in limited ways and only as permitted by law. For example, in order to provide the Services and Software, we may need to access, view or listen to your Content to (A) respond to Feedback or support requests; (B) detect, prevent or otherwise address fraud, security, legal or technical issues; and (C) enforce the Terms. Our automated systems may analyse your Content and Creative Cloud Customer Fonts (defined in section 3.10 (Creative Cloud Customer Fonts) below) using techniques such as machine learning in order to improve our Services and Software and the user experience. Information on how Adobe uses machine learning can be found here.
2.3 Data Protection Agreements. In some countries, the law requires that we put a data protection agreement in place with you if we handle Personal Data (as defined in the applicable agreement) for you as part of our Services and Software. These agreements are the EU Data Processing Agreement or Data Protection Terms, found in the following locations:
(A) European Union (“EU”) Data Processing Agreement (or “DPA”). The DPA terms apply where you provide Personal Data (as defined in the DPA) collected from individuals from countries in the European Economic Area (“EEA”) and the UK and where you are a “Controller” and Adobe is a “Processor” under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or any successor for the GDPR associated with the withdrawal of the United Kingdom from the EU. The DPA terms are available here.
(B) Data Protection Terms. The Data Protection Terms apply where you provide Personal Data (as defined in the Data Protection Terms) collected from individuals outside of the EEA and the UK and where Adobe is Processing (as defined in the Data Protection Terms) this data at your instruction and on your behalf. The Data Protection Terms are available here.
2.4 Sensitive Personal Information. You agree not to collect, process or store any Sensitive Personal Information (as defined below) using the Services and Software, except as (A) directly authorised by Adobe, (B) intended by the Services and Software or (C) governed by the Additional Terms, as applicable. You agree not to transmit, disclose or make available Sensitive Personal Information to Adobe or Adobe’s third-party providers. “Sensitive Personal Information” means an individual’s financial information, data concerning an individual’s sexual behaviour or sexual orientation, medical or health information protected under any health data protection laws, biometric data, personal information of children protected under any child data protection laws (such as the personal information defined under the U.S. Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws. If you are a Business, you also agree to ensure Business Users’ compliance with this section 2.4 (Sensitive Personal Information).
2.5 Transfer of Personal Information. We process and store information in the U.S. and other countries. By using our Services and Software, you authorise Adobe to transfer your personal information across national borders and to other countries where Adobe and its partners operate.
3. Use of Services and Software.
3.1 Licence. Subject to your compliance with the Terms and applicable law, we hereby grant you a non-exclusive, limited, revocable right for you to install, access and use the Services and Software that we make available to you and that you license from us. Each licence is to be used by only one (1) person and cannot be shared. At the end of your licence term, your licence(s) will expire as set forth in your order document(s) or the Subscription and Cancellation Terms. The version(s) of the Services and Software available at your renewal date may be different from the version(s) available when you first licensed them from Adobe. The versions of the Services and Software that Adobe supports can be found here. You agree that your decision to use, access or license the Services and Software is not contingent on the delivery of any future functionality or features or dependant on any oral or written public comments made by us regarding future functionality or features.
3.2 Adobe Intellectual Property. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the Services or Software. This means you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours or in any manner that is likely to cause confusion. We reserve all rights not granted under the Terms.
3.3 Storage. We recommend that you back up your Content and Creative Cloud Customer Fonts elsewhere regularly, even if the Services provide storage and this functionality is enabled by the applicable Services. We may create reasonable technical limits, such as limits on file size, storage space, processing capacity and other attributes. We may suspend the Services until you are within the storage space limit associated with your account. At the end of your licence term, we will use commercially reasonable efforts to allow you to transition your Content out of the Services. The transition must be completed within thirty (30) days from the date of the termination or expiration of your licence term. At the end of this 30-day transition period, we reserve the right to delete your Content. You should download any Content that you have stored in the Services before your licence ends.
3.4 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across user-generated content that you find offensive or upsetting. We bear no responsibility for such user-generated content and your sole remedy is to stop viewing the content. If available, you may also click the “Report” button to report offensive user-generated content to us.
3.5 Sample Files. “Sample Files” means Adobe-provided audio, visual, video or other content files for use in tutorials, demonstrations and for other trial purposes, which may be identified as sample files. Sample Files cannot be used for any other purpose than for which they were provided. You cannot distribute Sample Files in any way that allows a third party to use, download, extract or access the Sample Files as a stand-alone file and you cannot claim any rights in the Sample Files.
3.6 Content Files. “Content Files” means Adobe assets provided as part of the Services and Software. Unless documentation or specific licences (including but not limited to Additional Terms) state otherwise, we grant you a personal, non-exclusive, non-sublicensable (except if you are a Business, then sublicensable only to your Business Users) and non-transferable licence to use the Content Files to create your end use (i.e., the derivative application or product authored by you) into which the Content Files or derivations thereof, are embedded for your use (“End Use”). You may modify the Content Files prior to embedding them in the End Use. You may reproduce and distribute Content Files only in connection with your End Use, however, under no circumstances can you distribute the Content Files on a stand-alone basis, outside of the End Use.
3.7 Free Memberships, Offers and Trials. Adobe may provide free memberships, offers and trial subscriptions in its sole discretion. If access to the Services and Software is provided to you for free or for trial purposes, such access is governed by the Terms. At any time prior to or during the free or trial period, Adobe may, in its sole discretion, terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may continue using the Services or Software only by enrolling in a paid subscription, if available or as otherwise permitted by Adobe. During the free or trial period, no express or implied warranties shall apply to the Services and Software; all Services and Software are provided “as-is” with all defects and no technical or other support is included.
3.8 NFR Version. Adobe may also designate the Services and Software as “trial,” “evaluation,” “not for resale” or other similar designation (“NFR Version”). You may install and use the NFR Version only for the period and purposes stated when we provide the NFR Version. You must not use any materials you produce with the NFR Version for any commercial purposes.
3.9 Adobe Talent.
(A) You may not post jobs that point to specific work contests or other opportunities that solicit customised and unpaid creative work from creative professionals. Any such postings may be removed without refund.
(B) We offer a paid “Talent Search” feature to recruiters and companies looking to discover and hire creative talents. By uploading a public profile or public project on the Services, you agree that the public information may be included in Talent Search results.
3.10 Creative Cloud Customer Fonts.
(A) For any font or font file you upload or submit to the Services and Software (“Creative Cloud Customer Fonts”) you represent and warrant that you have all necessary rights to allow us to use, reproduce, display, host and distribute the Creative Cloud Customer Fonts through the Services and Software for your use. Creative Cloud Customer Fonts are not considered Content, as defined in the Terms. You retain all rights to the unmodified Creative Cloud Customer Fonts. You acknowledge that enabling the display of any Creative Cloud Customer Font with the Services and Software for your use may require us to use Adobe Technology, including our proprietary font-optimisation technology and that we retain all rights to such Adobe Technology. “Adobe Technology” means technology owned by us or licensed to us by a third-party (including the Services and Software and any related intellectual property rights throughout the world), any Feedback provided to us that is incorporated into any of the foregoing and any of the modifications or extensions of any of the foregoing, whenever or wherever developed. Adobe does not represent or warrant that any such Creative Cloud Customer Fonts will be compatible with or be suitable for use with the Services or Software.
(B) If we are informed by a third party, such as a foundry or become aware that you haven't got the rights to which you warrant in section 3.10(A) (Creative Cloud Customer Fonts) or that your Creative Cloud Customer Fonts violate third-party Intellectual Property Rights, then we may remove the Creative Cloud Customer Fonts from your account, from the Services or from the Content that uses such Creative Cloud Customer Fonts. You acknowledge that if we remove your Creative Cloud Customer Fonts from your account, the Services or the Content that uses the Creative Cloud Customer Fonts or the display of your Content may change and we will have no liability in connection with the removal. Information about how your Content may change can be found here.
(C) You may revoke our access to your Creative Cloud Customer Fonts and terminate our rights at any time by deleting your Creative Cloud Customer Fonts from the Service.
(D) Upon termination or closure of your account, we reserve the right to delete your Creative Cloud Customer Fonts. Some copies of your Creative Cloud Customer Fonts may be retained as part of our routine backups.
(E) We may collect information connected to your use of the Creative Cloud Customer Fonts, such as names of the Creative Cloud Customer Fonts that you upload and how you use the Creative Cloud Customer Fonts.
3.11 Other Licence Types.
(A) Pre-release or Beta Version. We may designate the Services and Software or a feature of the Services and Software, as a prerelease or beta version (“Beta Version”). A Beta Version does not represent the final Services and Software and may contain bugs that may cause system or other failure and data loss. We may choose not to release a commercial version of the Beta Version. You must promptly cease using the Beta Version and destroy all copies of the Beta Version if we request you to do so. In exchange for your use of a Beta Version, you agree that Adobe may collect data, including crash data, regarding your use of the Beta Version and analyse your Content, including manual review, to improve our Services and Software and to personalise your experience, regardless of whether you have opted-out of data collection for non-Beta Versions. If you do not wish to have your usage tracked or Content analysed, you must discontinue your use of the Beta Version by uninstalling such Beta Version or utilising a non-Beta Version of the Services and Software. Any separate agreement we enter into with you governing the Beta Version will supersede these provisions.
(B) Education Version. If we designate the Services and Software to be for use by educational users (“Educational Version”), then you may use the Educational Version only if you meet the eligibility requirements stated here. You may install and use the Educational Version only in the country where you are qualified as an educational user. If you reside in the EEA, then the word “country” in the prior sentence means the EEA.
3.12 Third-Party Services and Software. Adobe may make third-party software and services (including plug-ins and extensions) available to you through the Services and Software as a convenience. Third-party software and services are not Services and Software as defined in the Terms and your acquisition and use of such third-party software and services is solely between you and the third party. Some third-party terms that may be applicable to your use of the Services and Software are available here: (www.adobe.com/go/thirdparty and https://www.adobe.com/au/legal/permissions/image-notice.html). You are responsible for complying with all applicable third-party terms.
4. Your Content.
4.1 Content. “Content” means any text, information, communication or material, such as audio files, video files, electronic documents or images, that you upload, import into, embed for use by, or create using the Services and Software. We reserve the right (but haven't got the obligation) to remove Content or restrict access to Content, Services and Software if any of your Content is found to be in violation of the Terms. We do not review all Content uploaded to the Services and Software, but we may use available technologies, vendors or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behaviour (for example, patterns of activity that indicate spam or phishing or keywords that indicate adult content has been posted outside of the adult wall).
4.2 Licences to Your Content. Solely for the purposes of operating or improving the Services and Software, you grant us a non-exclusive, worldwide, royalty-free sublicensable, licence, to use, reproduce, publicly display, distribute, modify, create derivative works based on, publicly perform and translate the Content. For example, we may sublicence our right to the Content to our service providers or to other users to allow the Services and Software to operate as intended, such as enabling you to share photos with others. Separately, section 4.5 (Feedback) below covers any Feedback that you provide to us.
4.3 Ownership. As between you and Adobe, you (as a Business User or a Personal User, as applicable) retain all rights and ownership of your Content (or where applicable, you must ensure that you or the Business (as applicable) have a valid licence to the Content). We do not claim any ownership rights to your Content.
4.4 Sharing Your Content.
(A) Sharing. Some Services and Software may provide features that allow you to Share your Content with other users or to make it public. “Share” means to email, post, transmit, stream, upload or otherwise make available (whether to us or other users) through your use of the Services and Software. Other users may use, copy, modify or re-share your Content in many ways. Please carefully consider what you choose to Share or make public as you are responsible for the Content that you Share.
(B) Level of Access. We do not monitor or control what others do with your Content. You are responsible for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content. If you do not choose the access level to apply to your Content, the system may default to its most permissive setting. It is your responsibility to let other users know how your Content may be Shared and to adjust the setting related to accessing or Sharing your Content.
(C) Comments. Any comments that you submit through the Services and Software are not anonymous and may be viewed by other users. In some Services and Software, your comments may be deleted by you, by other users or by us.
(D) Removing Your Content. If you delete Content (excluding Feedback) from the Services and Software, we will stop making that Content publicly available within a reasonable amount of time. Some copies of your Content may be retained as part of our routine backups and we are not responsible for any use of Content that you have Shared or made public.
(E) Collaboration. Before you Share any Content through the Services, please review the Adobe Collaboration Space Additional Terms set forth in section 1.2 (Additional Terms) above as they apply to you and the Content you Share within Adobe collaboration environments.
4.5 Feedback. You may, at your own discretion, choose to provide us with ideas, suggestions, proposals or bug or crash reports for the Services and Software ("Feedback"). In such event, you agree that we are the owner of such Feedback and we are free to use it for our business purposes, including by incorporation into the Services and Software without any payment or attribution or other obligation to you.
5. Your Account.
5.1 Account Information. You, as a Personal User or a Business User, are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (A) share your account information (except with an authorised account administrator), whether intentionally or unintentionally; or (B) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services and Software. For PhoneGap, we reserve the right to monitor and enforce subscription plan limits and restrictions, including, but not limited to, the right to charge for overages.
5.2 Account Security. You are responsible for taking reasonable steps to maintain the security and control of your Adobe Account. Adobe may require you to enable multi-factor authentication and provide a phone number or an alternate email for security purposes. Adobe assumes no responsibility for any loss that you may sustain due to a compromise of your account log in credentials or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you and you are also responsible for carefully reviewing any messages purporting to be from Adobe to ensure that they are legitimate. We assume no responsibility if you are unable to access your Adobe Account because you cannot provide the appropriate log in credentials, such as a password, email address or telephone number. If you suspect that your Adobe Account or any of your security details have been compromised, please contact your account administrator or Adobe Customer Care.
5.3 Free Account Inactivity. You are responsible for keeping your account active, which means you must sign in periodically to avoid any disruption or loss of access to the Services and Software or termination of your account. If you don't sign into your account periodically, we reserve the right to assume your account is inactive and you agree that we may close it for you. You understand that you will lose access to any Content stored in your account upon closure. Prior to closing your account for inactivity, we will attempt to provide notice to you. For the avoidance of doubt, this section 5.3 (Free Account Inactivity) does not apply to paid accounts in good standing.
6. User Conduct. You must use the Services and Software responsibly and not misuse the Services and Software. For example, you must not:
6.1 use the Services and Software without, or in violation of, a written licence or agreement with Adobe;
6.2 copy, modify, host, stream, sublicence or resell the Services and Software;
6.3 enable or allow others to use the Services and Software using your account information;
6.4 offer, use or permit the use of or access to the Services and Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time sharing basis, as a part of a hosted service or on behalf of any third party;
6.5 construct a database or dataset using, including or comprised of the Content Files;
6.6 access or attempt to access the Services and Software by any means other than the interface we provide or authorise;
6.7 circumvent any access or use restrictions put into place to prevent certain uses of the Services and Software;
6.8 Share Content, including Creative Cloud Customer Fonts or otherwise engage in behaviour that violates anyone’s Intellectual Property Rights. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity and any other proprietary rights;
6.9 Share any Content or engage in behaviour that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful or otherwise objectionable;
6.10 Share any Content that sexualises minors or that is intended to facilitate inappropriate interactions with minors, other Adobe users or the public;
6.11 impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, including not disclosing an applicable sponsorship or endorsement relationship when you leave a review;
6.12 attempt to disable, impair or destroy the Services and Software;
6.13 upload, transmit, store or make available any Content, including Creative Cloud Customer Fonts or code that contains any viruses, malicious code, malware or any components designed to harm or limit the functionality of the Services and Software;
6.14 disrupt, interfere with, or inhibit any other user from using the Services and Software (such as stalking, intimidation, harassment or incitement or promotion of violence or self-harm);
6.15 engage in chain letters, junk mail, pyramid schemes, phishing, spamming or other unsolicited messages;
6.16 engage in fraudulent activities, such as payment and refund fraud;
6.17 place an advertisement of any products or services in the Services except with our prior written approval;
6.18 use any data mining or similar data gathering and extraction methods in connection with the Services and Software, including data scraping for machine learning or other purposes;
6.19 artificially manipulate or disrupt the Services and Software (such as manipulating appreciations on Behance or driving users to third-party sites);
6.20 create Adobe accounts for the purpose of violating the Terms or our policies (or other types of actions taken by Adobe), including, but not limited to, creating fake accounts or for circumventing account termination;
6.21 manipulate or otherwise display the Services and Software by using framing or similar navigational technology; or
6.22 violate applicable law.
7. Fees and Payment.
7.1 Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, VAT, foreign exchange fees and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the applicable Adobe entity with which you are transacting (i.e., Adobe Inc. for North American customers and Adobe Systems Software Ireland Limited for customers in all other countries), your payments will be made to a foreign entity.
7.2 Credit Card Information. You authorise us or our authorised vendor(s) to store your payment method and use it in connection with your use of the Services and Software as described in your Subscription and Cancellation Terms. To avoid interruption of your service, we may participate in programmes supported by your card provider to try to update your payment information. You authorise us or our authorised vendor(s) to continue billing and charging your account for amounts owed with the information that we obtain.
8. Your Warranty and Indemnification Obligations.
8.1 Warranty. You must have: (A) all necessary licences and permissions to use and Share your Content; and (B) the rights necessary to grant the licences in the Terms.
8.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners and licensors from any claim(s), demand(s), loss(es) or damage(s), including reasonable solicitors’ fees , arising out of, or related to your Content, including, but not limited to Creative Cloud Customer Fonts, your use of the Services and Software (as applicable), your interactions with any other users (including Third-Party Entitlement Holders) or your violation of the Terms (“Matter”). We have the right to control the defence of any Matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defence of any Matter.
9. DISCLAIMERS OF WARRANTIES.
9.1 Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, Adobe, its affiliates and third-party providers (“Covered Parties”) disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Covered Parties make no commitments about the content within the Services. The Covered Parties further disclaim any warranty that (A) the Services and Software will meet your requirements or will be constantly available, uninterrupted, timely, secure or error-free; (B) the results obtained from the use of the Services and Software will be effective, accurate or reliable; (C) the quality of the Services and Software will meet your expectations; or (D) any errors or defects in the Services and Software will be corrected.
9.2 The Covered Parties specifically disclaim all liability for any actions resulting from your use of any Services and Software. You may use and access the Services and Software at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service and Software.
9.3 If you post your Content on our servers to publicly Share through the Services, the Covered Parties are not responsible for: (A) any loss, corruption or damage to your Content; (B) the deletion of Content by anyone other than Adobe; or (C) the inclusion of your Content by third parties on other websites or in other media.
10. LIMITATION OF LIABILITY.
10.1 Unless stated in the Additional Terms, in no event shall the Covered Parties be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (C) arising out of or in connection with your use of or access to the Services and Software. Nothing in the Terms limits or excludes our liability for gross negligence, intentional misconduct of Adobe or its employees, death or personal injury.
10.2 Our total liability in any matter arising out of or related to the Terms is limited to the greater of (A) US $100; or (B) the aggregate amount that you paid for access to the Services and Software during the three-month period preceding the event giving rise to the liability. Our suppliers will have no liability in any matter arising out of or related to the Terms.
10.3 These limitations and exclusions in this section 10 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) the Covered Parties knew or should have known about the possibility of damages.
10.4 The Terms set forth the entire liability of the Covered Parties as well as your exclusive remedy with respect to access and use of the Services and Software.
11.1 Termination by You. You may cancel your subscription and terminate your use of the Services and Software at any time. Cancellation or termination of your account does not relieve you of any obligation to pay any outstanding fees associated with your subscription, including, but not limited to early cancellation fees.
11.2 Termination by Us. Unless stated in the Additional Terms, we may at any time immediately terminate or suspend your right to use and access the Services and Software, without refunds for any pre-paid fees, if in Adobe's sole discretion:
(A) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
(B) you fail to make the timely payment of fees for the Services and Software, if any;
(C) you physically, verbally or through other means abuse, threaten, bully or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services and Software);
(D) you have repeatedly made complaints in bad faith or without a reasonable basis and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
(E) continuing to provide the Software or Services to you would violate any applicable law;
(F) we elect to discontinue the Services and Software, in whole or in part if it becomes impractical for us to continue offering Services in your region due to change of law or other reason; or
(G) there has been an extended period of inactivity in your free account
If we terminate the Terms or your use of the Services and Software for reasons other than for cause, as listed above, we will make reasonable efforts to notify you via the email address you provide to us, at least thirty (30) days prior to termination, with instructions on how to retrieve your Content. Upon termination by us, you may lose access to your Content.
If you believe your Adobe Account has been deactivated in error, you may submit an appeal by following the process outlined when you attempt to log into your account. If you have any related questions, please contact Adobe Customer Care here.
11.3 Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities and the dispute resolution provisions stated in the Terms will survive.
12. Trade Sanctions and Export Control Compliance. The Services and Software and your use of them, are subject to laws, restrictions and regulations of the United States and other jurisdictions that (A) govern the import, export and use of the Services and Software; and (B) may, in Adobe's sole discretion, prohibit us from providing the Services and Software to you with or without notice, in which case no refunds will be provided for any pre-paid fees. By using the Services and Software, you agree to comply with all such laws, restrictions and regulations and you warrant that you are not prohibited from receiving the Services and Software by the laws of any jurisdiction. Additionally, you agree not to upload to or transmit over any Services or Software any content that is controlled for export from the United States (including technical data controlled under the US International Traffic in Arms Regulations and technology controlled under the US Export Administration Regulations) without prior written approval from Adobe.
13. Australian Consumer Law. Nothing in the Terms is intended to exclude, restrict or modify any consumer rights under the Competition and Consumer Act 2010 (Cth) (“CCA”) or any other legislation which may not be excluded, restricted or modified by agreement. If the CCA or any other legislation implies a condition, warranty or term into the Terms or provides statutory guarantees in connection with the Terms, in respect of goods or services supplied (if any), our liability for breach of such a condition, warranty, other term or guarantee is limited (at our election), to the extent it is able to do so: (A) in the case of supply of goods, our doing any one or more of the following: (1) replacing the goods or supplying equivalent goods; (2) repairing the goods; (3) paying the cost of replacing the goods or of acquiring equivalent goods; and (4) paying the cost of having the goods repaired; or (B) in the case of supply of services, our doing either or both of the following: (1) supplying the services again; and (2) paying the cost of having the services supplied again.
14. Dispute Resolution, Class Action Waiver, Arbitration Agreement.
Adobe Customer Care is available to address most concerns that you may have regarding Adobe’s Services and Software. Contact Adobe Customer Care here.
14.1 Notice of Claim and Required Information Dispute Resolution Process. If you have any concern or dispute that Adobe Customer Care is unable to resolve (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written Notice of Claim to the address provided in section 18.2 (Notice to Adobe). The Notice of Claim must provide Adobe with fair notice of your identity, a description of the nature and basis of your Claim and the relief you are seeking, including the specific amount of any monetary relief you are seeking and cannot be combined with a Notice of Claim for other individuals. If any dispute related to your Claim is not resolved within 60 days of receipt, any resulting legal actions must be resolved through either small claims court or final and binding arbitration, including any dispute about whether arbitration is required for the dispute, subject to the exceptions set forth below. Neither party shall initiate legal action until 60 days after the Notice of Claim is received. This agreement to arbitrate shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms. The arbitrator and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Terms or formation of the Terms, including whether any dispute between us is subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms are void or voidable. Claims related to the Terms, Services or Software are permanently barred if not brought within one year of the event resulting in the Claim.
14.2 No Class Actions. You may only resolve disputes with us on an individual basis and you may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
14.3 Arbitration Rules. If you reside in the Americas, JAMS will administer the arbitration in Santa Clara County, California, USA, pursuant to its Streamlined Arbitration Rules and Procedures. If you reside in Australia, New Zealand, Japan, mainland China, Hong Kong, Macau, Taiwan, South Korea, India, Sri Lanka, Bangladesh, Nepal or a member state of the Association of Southeast Asian Nations (ASEAN), then the Singapore International Arbitration Centre (SIAC) will administer the arbitration in Singapore under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. Otherwise, the London Court of International Arbitration (LCIA) will administer the arbitration in London, UK under the LCIA Arbitration Rules. There will be one arbitrator that you and Adobe mutually select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgement upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, the Terms will govern.
14.4 Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees and costs of arbitration will be governed by the rules of the arbitration provider, except that to the extent that you bring a Claim as part of a Co-ordinated Action, we agree that the parties will equally share all of the fees and costs of arbitration (to the extent that allocation is not already required under applicable rules). For purposes of this section, a “Co-ordinated Action” is any action in which you are represented by a law firm or collection of law firms that has filed numerous co-ordinated individual arbitration demands of the same or similar nature against Adobe within a short time. Notwithstanding the above, if you are unable to afford fees or costs of arbitration, Adobe will pay them. If the arbitrator finds that either the substance of a Claim or the relief sought in arbitration was frivolous or a Claim was brought for an improper purpose, the parties may seek to re-allocate the fees and costs of arbitration, according to the rules of the arbitration provider.
14.5 Exceptions to Arbitration - Small Claims and Injunctive Relief. Notwithstanding the foregoing, either party may elect to have any Claim that is subject to the jurisdiction of small claims court decided in small claims court in Santa Clara County, California, USA or the county of your residence. If either party files a Claim in arbitration that could have been brought in small claims court, the other party may provide notice that it wants the case decided in small claims court before the appointment of an arbitrator and the arbitrator shall administratively close the case before assessing any fees and the party bringing the Claim must proceed in small claims court in lieu of arbitration. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. Additionally, either party shall be entitled to apply for preliminary injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, such as in the event of your or others’ unauthorised access to or use of the Services or Software in violation of the Terms. If a party has a dispute in which they seek to obtain both preliminary injunctive relief and other forms of relief, the party may go to court to seek preliminary injunctive relief but must arbitrate its claims or seek relief in small claims court for all other forms of relief.
14.6 Acceptance of Arbitration and Right to Opt Out. Within the first thirty (30) days of your use of the Services and Software or the date of the last update to section 14 (Dispute Resolution, Class Action Waiver, Arbitration Agreement) of the Terms, whichever is later, you have the right to opt out of the arbitration and class action waiver provisions of section 14 (Dispute Resolution, Class Action Waiver, Arbitration Agreement) by sending us written notice of your decision at the address set forth in section 18.2 (Notice to Adobe). If you opt out of these provisions, Adobe will also not be bound by them.
15. Audit Rights. If you are a Business, then we may, no more than once every twelve (12) months, upon at least seven (7) days’ prior notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality, to inspect (including manual inspection, electronic methods or both) your records, systems and facilities to verify that your installation and use of Services or Software comply with our Terms. Additionally, you will provide us with all records and information requested by us within thirty (30) days of our request in order for us to verify that the installation and use of any and all Services and Software is in conformity with your valid licences. If the verification discloses a shortfall in conformity with the licences for the Services and Software, you will immediately acquire any necessary licences, subscriptions and applicable back maintenance and support or other applicable action in order to remedy any such non-conformity(ies).
16. Updates to Services and Software and Availability.
16.1 Updates to the Services and Software. We may modify, update or discontinue the Services and Software (including any portions or features), which modifications, updates or discontinuations may, for clarity, be detrimental or result in a diminishment of value to you, at any time, without liability to you or anyone else. For changes to paid offerings that, in Adobe’s reasonable discretion, are detrimental or result in a material diminishment of value to you, we will make reasonable commercial efforts to notify you of such modification, update or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable commercial efforts to allow you to transition your Content and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.
16.2 Availability. Our webpages may be accessible worldwide, but this does not mean all Services and Software are available in your country or that user-generated content available via the Services and Software is legal or available in your country. Access to certain Services (or certain Service features) or Software in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services and Software is legal or available where you use them. Services and Software are not available in all languages.
17. 17. No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning (AI/ML). Certain elements of the Services and Software constitute our (or our licensors’) confidential information. Except as expressly permitted in the Terms, you may not (and will not allow third parties to) (A) modify, port, adapt or translate any portion of the Services or Software; (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods and any other portion of such Service or Software; or (C) use or allow third parties to use, the Services or Software (or any content, data, output or other information received or derived from the Services or Software) to directly or indirectly create, train, test or otherwise improve any machine learning algorithms or artificial intelligence systems contained within the Services or Software, including any architectures, models or weights (which is considered Adobe’s confidential and proprietary information). If the laws of your jurisdiction give you the right to decompile the Services or Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our licensors’ and suppliers’ proprietary rights in the Services and Software are protected.
18.1 English Version. The English version of the Terms will be the version used when interpreting or construing the Terms.
18.2 Notice to Adobe. You may send notices to us at the following address: Adobe Inc., 345 Park Avenue, San Jose, California, 95110-2704, USA, Attention: General Counsel.
18.3 Notice to You. We may notify you by your email or postal mail associated with your account, postings within the Services or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.
18.4 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent and any such attempt will be void. We may assign or transfer our rights under the Terms to a third party without your consent.
18.5 Government Terms. If you are an U.S. government entity or if the Terms are or become subject to the Federal Acquisition Regulations (FAR), then the Services and Software, provided under the Terms are “Commercial Product(s) or Commercial Service(s)”, as those terms are defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Federal Government End-users (A) only as Commercial Products and Services; and (B) with only those rights as are granted to all other end-users pursuant to the Terms. Unpublished rights are reserved under the laws of the United States.
18.6 Headings. Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.
18.7 Severability. If any provision of the Terms is held invalid or unenforceable for any reason, the remainder of the Terms will continue in full force and effect and such provision shall be ineffective only to the extent of such invalidity or unenforceability.
18.8 No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
18.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to Adobe) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of licence by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfill its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
19. DMCA. We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). You can learn more about Adobe’s IP Takedown policies and practices here.
Adobe Inc.: 345 Park Avenue, San Jose, California 95110-2704, USA.
Adobe Systems Software Ireland Limited: 4-6 Riverwalk, City West Business Campus, Saggart, Dublin 24, Republic of Ireland